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                                                                    EXHIBIT 10.1


                                   UPROAR LTD.
                      1999 SHARE OPTION/SHARE ISSUANCE PLAN
                (As Amended and Restated as of September 2, 1999)


Article One

                               GENERAL PROVISIONS

         I. PURPOSE OF THE PLAN

                  This 1999 Share Option/Share Issuance Plan is intended to
promote the interests of Uproar Ltd., a Bermuda corporation, by providing
eligible persons in the Corporation's employ or service with the opportunity to
acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to continue in such employ
or service.

                  Capitalized terms shall have the meanings assigned to such
terms in the attached Appendix.

         II. STRUCTURE OF THE PLAN

         A. The Plan shall be divided into two (2) separate equity programs:

                  (i) the Option Grant Program under which eligible persons may,
         at the discretion of the Plan Administrator, be granted options to
         purchase Shares, and

                  (ii) the Share Issuance Program under which eligible persons
         may, at the discretion of the Plan Administrator, be issued Shares
         directly, either through the immediate purchase of such shares or as a
         bonus for services rendered the Corporation (or any Parent or
         Subsidiary).

         B. The provisions of Articles One and Four shall apply to both equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

III. ADMINISTRATION OF THE PLAN

         A. The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Committee. Members of the Committee shall serve for such period of time as
the Board may determine and shall be subject to removal by the Board at any
time. The Board may also at any time terminate the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.

         B. The Plan Administrator shall have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the Plan and any
outstanding options or Share issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final and binding on all
parties who have an interest in the Plan or any option or Share issuance
thereunder.
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IV. ELIGIBILITY

         A. The persons eligible to participate in the Plan are as follows:

                  (i) Employees,

                  (ii) non-employee members of the Board and the non-employee
         members of the board of directors of any Parent or Subsidiary, and

                  (iii) consultants and other independent advisors who provide
         services to the Corporation (or any Parent or Subsidiary).

         B. The Plan Administrator shall have full authority to determine, (i)
with respect to the grants made under the Option Grant Program, which eligible
persons are to receive the option grants, the time or times when those grants
are to be made, the number of shares to be covered by each such grant, the
status of the granted option as either an Incentive Option or a Non-Statutory
Option, the time or times when each option is to become exercisable, the vesting
schedule (if any) applicable to the option shares and the maximum term for which
the option is to remain outstanding and (ii) with respect to Share issuances
made under the Share Issuance Program, which eligible persons are to receive
Share issuances, the time or times when those issuances are to be made, the
number of shares to be issued to each Participant, the vesting schedule (if any)
applicable to the issued shares and the consideration to be paid by the
Participant for such shares.

         C. The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Option Grant Program or to effect Share
issuances in accordance with the Share Issuance Program.

V. SHARES SUBJECT TO THE PLAN

         A. The Share issuable under the Plan shall be shares of authorized but
unissued or reacquired Shares. The maximum number of Shares which may be issued
over the term of the Plan shall not exceed 2,200,000 shares.

         B. Shares subject to outstanding options shall be available for
subsequent issuance under the Plan to the extent (i) the options expire or
terminate for any reason prior to exercise in full or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of Article Two.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the option exercise or direct issue price paid per share,
pursuant to the Corporation's repurchase rights under the Plan shall be added
back to the number of Shares reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent option
grants or direct Share issuances under the Plan.

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         C. Should any change be made to the Shares by reason of any share
split, share dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Shares as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be made to
(i) the maximum number and/or class of securities issuable under the Plan and
(ii) the number and/or class of securities and the exercise price per share in
effect under each outstanding option in order to prevent the dilution or
enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive. In no event shall any such
adjustments be made in connection with the conversion of one or more outstanding
shares of the Corporation's preferred shares into Shares.

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                                  ARTICLE TWO

                              OPTION GRANT PROGRAM
                              --------------------


I. OPTION TERMS

         Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

         A. Exercise Price.

         1. The exercise price per share shall be fixed by the Plan
Administrator and may be less than, equal to or greater than the Fair Market
Value per Share on the option grant date.

         2. The exercise price shall become immediately due upon exercise of the
option and shall, subject to the provisions of Section I of Article Four and the
documents evidencing the option, be payable in cash or check made payable to the
Corporation. Should the Shares be registered under Section 12 of the 1934 Act at
the time the option is exercised, then the exercise price may also be paid as
follows:

                  (i) in Shares held for the requisite period necessary to avoid
         a charge to the Corporation's earnings for financial reporting purposes
         and valued at Fair Market Value on the Exercise Date, or

                  (ii) to the extent the option is exercised for vested shares,
         through a special sale and remittance procedure pursuant to which the
         Optionee shall concurrently provide irrevocable instructions (a) to a
         Corporation-designated brokerage firm to effect the immediate sale of
         the purchased shares and remit to the Corporation, out of the sale
         proceeds available on the settlement date, sufficient funds to cover
         the aggregate exercise price payable for the purchased shares plus all
         applicable income and employment taxes required to be withheld by the
         Corporation by reason of such exercise and (b) to the Corporation to
         deliver the certificates for the purchased shares directly to such
         brokerage firm in order to complete the sale.

         Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

         B. Exercise and Term of Options. Each option shall be exercisable at
such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option grant. However, no option shall have a term in excess of ten (10)
years measured from the option grant date.


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         C. Effect of Termination of Service.

         1. The following provisions shall govern the exercise of any options
held by the Optionee at the time of cessation of Service or death:

                  (i) Should the Optionee cease to remain in Service for any
         reason other than death, Permanent Disability or Misconduct, then the
         Optionee shall have a period of three (3) months following the date of
         such cessation of Service during which to exercise each outstanding
         option held by such Optionee.

                  (ii) Should Optionee's Service terminate by reason of
         Permanent Disability, then the Optionee shall have a period of twelve
         (12) months following the date of such cessation of Service during
         which to exercise each outstanding option held by such Optionee.

                  (iii) If the Optionee dies while holding an outstanding
         option, then the personal representative of his or her estate or the
         person or persons to whom the option is transferred pursuant to the
         Optionee's will or the laws of inheritance shall have a twelve
         (12)-month period following the date of the Optionee's death to
         exercise such option.

                  (iv) Under no circumstances, however, shall any such option be
         exercisable after the specified expiration of the option term.

                  (v) During the applicable post-Service exercise period, the
         option may not be exercised in the aggregate for more than the number
         of vested shares for which the option is exercisable on the date of the
         Optionee's cessation of Service. Upon the expiration of the applicable
         exercise period or (if earlier) upon the expiration of the option term,
         the option shall terminate and cease to be outstanding for any vested
         shares for which the option has not been exercised. However, the option
         shall, immediately upon the Optionee's cessation of Service, terminate
         and cease to be outstanding with respect to any and all option shares
         for which the option is not otherwise at the time exercisable or in
         which the Optionee is not otherwise at that time vested.

                  (vi) Should Optionee's Service be terminated for Misconduct,
         then all outstanding options held by the Optionee shall terminate
         immediately and cease to remain outstanding.

         2. The Plan Administrator shall have the discretion, exercisable either
at the time an option is granted or at any time while the option remains
outstanding, to:

                  (i) extend the period of time for which the option is to
         remain exercisable following the Optionee's cessation of Service or
         death from the limited period otherwise in effect for that option to
         such greater period of time as the Plan Administrator shall deem
         appropriate, but in no event beyond the expiration of the option term,
         and/or


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                  (ii) permit the option to be exercised, during the applicable
         post-Service exercise period, not only with respect to the number of
         vested Shares for which such option is exercisable at the time of the
         Optionee's cessation of Service but also with respect to one or more
         additional installments in which the Optionee would have vested under
         the option had the Optionee continued in Service.

         D. Shareholder Rights. The holder of an option shall have no
Shareholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become the
recordholder of the purchased shares.

         E. Repurchase Rights. The Plan Administrator shall have the discretion
to grant options which are exercisable for unvested Shares. Should the Optionee
cease Service while holding such unvested shares, the Corporation shall have the
right to repurchase, at the exercise price paid per Share, any or all of those
unvested shares. The terms upon which such repurchase right shall be exercisable
(including the period and procedure for exercise and the appropriate vesting
schedule for the purchased shares) shall be established by the Plan
Administrator and set forth in the document evidencing such repurchase right.

         F. Limited Transferability of Options. During the lifetime of the
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Optionee's death. Non-Statutory Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime (i) as a gift to one or more members of the
Optionee's immediate family, to a trust in which Optionee and/or one or more
such family members hold more than fifty percent (50%) of the beneficial
interest or to an entity in which more than fifty percent (50%) of the voting
interests are owned by one or more such family members or (ii) pursuant to a
domestic relations order. The terms applicable to the assigned portion shall be
the same as those in effect for the option immediately prior to such assignment
and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate.

         G. Withholding. The Corporation's obligation to deliver Shares upon the
exercise of any options granted under the Plan shall be subject to the
satisfaction of all applicable income and employment tax withholding
requirements.

II. INCENTIVE OPTIONS

         The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
Articles One, Two and Four shall be applicable to Incentive Options. Options
which are specifically designated as Non-Statutory Options shall not be subject
to the terms of this Section II.

         A. Eligibility. Incentive Options may only be granted to Employees.


         B. Exercise Price. The exercise price per Share shall not be less than
one hundred percent (100%) of the Fair Market Value per Share on the option
grant date.

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         C. Dollar Limitation. The aggregate Fair Market Value of the Shares
(determined as of the respective date or dates of grant) for which one or more
options granted to any Employee under the Plan (or any other option plan of the
Corporation or any Parent or Subsidiary) may for the first time become
exercisable as Incentive Options during any one (1) calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

         D. 10% Shareholder. If any Employee to whom an Incentive Option is
granted is a 10% Shareholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per Share on
the option grant date and the option term shall not exceed five (5) years
measured from the option grant date.

III. CORPORATE TRANSACTION

         A. The Shares subject to each option outstanding under the Plan at the
time of a Corporate Transaction shall automatically vest in full so that each
such option shall, immediately prior to the effective date of the Corporate
Transaction, become fully exercisable for all of the Shares at the time subject
to that option and may be exercised for any or all of those shares as
fully-vested Shares. However, the shares subject to an outstanding option shall
not vest on such an accelerated basis if and to the extent: (i) such option is
assumed by the successor corporation (or parent thereof) in the Corporate
Transaction and the Corporation's repurchase rights with respect to the unvested
option shares are concurrently assigned to such successor corporation (or parent
thereof) or (ii) such option is to be replaced with a cash incentive program of
the successor corporation which preserves the spread existing on the unvested
option shares at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same vesting schedule applicable to
those unvested option shares or (iii) the acceleration of such option is subject
to other limitations imposed by the Plan Administrator at the time of the option
grant.

         B. All outstanding repurchase rights shall also terminate
automatically, and the Shares subject to those terminated rights shall
immediately vest in full, in the event of any Corporate Transaction, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction or
(ii) such accelerated vesting is precluded by other limitations imposed by the
Plan Administrator at the time the repurchase right is issued.

         C. Immediately following the consummation of the Corporate Transaction,
all outstanding options shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation (or parent thereof).

         D. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction, had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

                                       7
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         E. The Plan Administrator shall have the discretion, exercisable either
at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration (in whole or in part) of
one or more outstanding options (and the immediate termination of the
Corporation's repurchase rights with respect to the shares subject to those
options) upon the occurrence of a Corporate Transaction, whether or not those
options are to be assumed in the Corporate Transaction.

         F. The Plan Administrator shall also have full power and authority,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to structure such option so that the shares subject
to that option will automatically vest on an accelerated basis should the
Optionee's Service terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Corporate Transaction in which the option is assumed and the
repurchase rights applicable to those shares do not otherwise terminate. Any
option so accelerated shall remain exercisable for the fully-vested option
shares until the earlier of (i) the expiration of the option term or (ii) the
expiration of the one (1)-year period measured from the effective date of the
Involuntary Termination. In addition, the Plan Administrator may provide that
one or more of the Corporation's outstanding repurchase rights with respect to
shares held by the Optionee at the time of such Involuntary Termination shall
immediately terminate on an accelerated basis, and the shares subject to those
terminated rights shall accordingly vest at that time.

         G. The portion of any Incentive Option accelerated in connection with a
Corporate Transaction shall remain exercisable as an Incentive Option only to
the extent the applicable One Hundred Thousand Dollar limitation is not
exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-Statutory Option under the
Federal tax laws.

         H. The grant of options under the Plan shall in no way affect the right
of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

IV. CANCELLATION AND REGRANT OF OPTIONS

         The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Option Grant Program
and to grant in substitution new options covering the same or different number
of Shares but with an exercise price per share based on the Fair Market Value
per Share on the new grant date.

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                                 ARTICLE THREE

                             SHARE ISSUANCE PROGRAM


I. SHARE ISSUANCE TERMS

         Shares may be issued under the Share Issuance Program through direct
and immediate issuances without any intervening option grants. Each such share
issuance shall be evidenced by a Share Issuance Agreement which complies with
the terms specified below.

         A. Purchase Price.


         1. The purchase price per Share shall be fixed by the Plan
Administrator and may be less than, equal to or greater than the Fair Market
Value Share on the issue date.

         2. Subject to the provisions of Section I of Article Four, Shares may
be issued under the Share Issuance Program for any of the following items of
consideration which the Plan Administrator may deem appropriate in each
individual instance:

                  (i) cash or check made payable to the Corporation, or

                  (ii) past services rendered to the Corporation (or any Parent
         or Subsidiary).

         B. Vesting Provisions.


         1. Shares issued under the Share Issuance Program may, in the
discretion of the Plan Administrator, be fully and immediately vested upon
issuance or may vest in one or more installments over the Participant's period
of Service or upon attainment of specified performance objectives.

         2. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested Shares by reason of any Share dividend, Share split, recapitalization,
combination of shares, exchange of shares or other change affecting the issued
Shares as a class without the Corporation's receipt of consideration shall be
issued subject to (i) the same vesting requirements applicable to the
Participant's unvested Shares and (ii) such escrow arrangements as the Plan
Administrator shall deem appropriate.

         3. The Participant shall have full shareholder rights with respect to
any Shares issued to the Participant under the Share Issuance Program, whether
or not the Participant's interest in those shares is vested. Accordingly, the
Participant shall have the right to vote such shares and to receive any regular
cash dividends paid on such shares.

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         4. Should the Participant cease to remain in Service while holding one
or more unvested Shares issued under the Share Issuance Program or should the
performance objectives not be attained with respect to one or more such unvested
Shares, then those shares shall be immediately surrendered to the Corporation
for cancellation, and the Participant shall have no further shareholder rights
with respect to those shares. To the extent the surrendered shares were
previously issued to the Participant for consideration paid in cash or cash
equivalent (including the Participant's purchase-money indebtedness), the
Corporation shall repay to the Participant the cash consideration paid for the
surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to the
surrendered shares.

         5. The Plan Administrator may in its discretion waive the surrender and
cancellation of one or more unvested Shares (or other assets attributable
thereto) which would otherwise occur upon the non-completion of the vesting
schedule applicable to such shares. Such waiver shall result in the immediate
vesting of the Participant's interest in the Shares as to which the waiver
applies. Such waiver may be effected at any time, whether before or after the
Participant's cessation of Service or the attainment or non-attainment of the
applicable performance objectives.

II. CORPORATE TRANSACTION

         A. All of the outstanding repurchase rights under the Share Issuance
Program shall terminate automatically, and all the Shares subject to those
terminated rights shall immediately vest in full, in the event of any Corporate
Transaction, except to the extent: (i) those repurchase rights are assigned to
the successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

         B. The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested Shares are issued or any time while
the Corporation's repurchase rights with respect to those shares remain
outstanding, to provide that those rights shall automatically terminate on an
accelerated basis, and the Shares subject to those terminated rights shall
immediately vest, in the event the Participant's Service should subsequently
terminate by reason of an Involuntary Termination within a designated period
(not to exceed eighteen (18) months) following the effective date of any
Corporate Transaction in which those repurchase rights are assigned to the
successor corporation (or parent thereof).

III. SHARE ESCROW/LEGENDS

         Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares vests
or may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.

                                       10
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                                  ARTICLE FOUR

                                  MISCELLANEOUS


I. FINANCING

         The Plan Administrator may permit any Optionee or Participant to pay
the option exercise price under the Option Grant Program or the purchase price
for shares issued under the Share Issuance program by delivering a full
recourse, interest bearing promissory note payable in one or more installments
and secured by the purchased shares. The terms of any such promissory note
(including the interest rate and the terms of repayment) shall be established by
the Plan Administrator in its sole discretion. In no event shall the maximum
credit available to the Optionee or Participant exceed the sum of (i) the
aggregate option exercise price or purchase price payable for the purchased
shares plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.

II. EFFECTIVE DATE AND TERM OF THE PLAN

         A. The Plan shall become effective when adopted by the Board, but no
option granted under the Plan may be exercised, and no shares shall be issued
under the Plan, until the Plan is approved by the Corporation's Shareholders. If
such Shareholder approval is not obtained within twelve (12) months after the
date of the Board's adoption of the Plan, then all options previously granted
under the Plan shall terminate and cease to be outstanding, and no further
options shall be granted and no shares shall be issued under the Plan. Subject
to such limitation, the Plan Administrator may grant options and issue shares
under the Plan at any time after the effective date of the Plan and before the
date fixed herein for termination of the Plan.

         B. The Plan shall terminate upon the earliest of (i) the expiration of
the ten (10)-year period measured from the date the Plan is adopted by the
Board, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with an Corporate Transaction. All options and
unvested Share issuances outstanding at the time of a clause (i) termination
event shall continue to have full force and effect in accordance with the
provisions of the documents evidencing such options or issuances.

III. AMENDMENT OF THE PLAN

         A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect any rights and obligations with respect to
options or unvested Share issuances at the time outstanding under the Plan,
unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require Shareholder approval
pursuant to applicable laws or regulations.


                                       11
<PAGE>

         B. Options to purchase Shares may be granted under the Option Grant
Program and Shares may be issued under the Share Issuance Program which are in
each instance in excess of the number of Shares then available for issuance
under the Plan, provided any excess shares actually issued under those programs
shall be held in escrow until there is obtained Shareholder approval of an
amendment sufficiently increasing the number of Shares available for issuance
under the Plan. If such Shareholder approval is not obtained within twelve (12)
months after the date the first such excess grants or issuances are made, then
(i) any unexercised options granted on the basis of such excess shares shall
terminate and cease to be outstanding and (ii) the Corporation shall promptly
refund to the Optionees and the Participants the exercise or purchase price paid
for any excess shares issued under the Plan and held in escrow, together with
interest (at the applicable Short-Term Federal Rate) for the period the shares
were held in escrow, and such shares shall thereupon be automatically cancelled
and cease to be outstanding.

IV. USE OF PROCEEDS

         Any cash proceeds received by the Corporation from the sale of Shares
under the Plan shall be used for general corporate purposes.

V. WITHHOLDING

         The Corporation's obligation to deliver Shares upon the exercise of any
options or upon the issuance or vesting of any shares issued under the Plan
shall be subject to the satisfaction of all applicable income and employment tax
withholding requirements.

VI. REGULATORY APPROVALS

         The implementation of the Plan, the granting of any option under the
Plan and the issuance of any Shares (i) upon the exercise of any option or (ii)
under the Share Issuance Program shall be subject to the Corporation's
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the options granted under it and the Shares
issued pursuant to it.

VII. NO EMPLOYMENT OR SERVICE RIGHTS

         Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

                                       12

<PAGE>

                                    APPENDIX
                                    --------

         The following definitions shall be in effect under the Plan:

         A. Board shall mean the Corporation's Board of Directors.

         B. Code shall mean the Internal Revenue Code of 1986, as amended.

         C. Committee shall mean a committee of one (1) or more Board members
appointed by the Board to exercise one or more administrative functions under
the Plan.

         D. Corporate Transaction shall mean either of the following
Shareholder-approved transactions to which the Corporation is a party:

                  (i) a merger or consolidation in which securities possessing
         more than fifty percent (50%) of the total combined voting power of the
         Corporation's outstanding securities are transferred to a person or
         persons different from the persons holding those securities immediately
         prior to such transaction, or

                  (ii) the sale, transfer or other disposition of all or
         substantially all of the Corporation's assets in complete liquidation
         or dissolution of the Corporation.

         E. Corporation shall mean Uproar Ltd., a company incorporated in
Bermuda, and any successor corporation to all or substantially all of the assets
or voting shares of Uproar Ltd. which shall by appropriate action adopt the
Plan.

         F. Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

         G. Exercise Date shall mean the date on which the Corporation shall
have received written notice of the option exercise.


         H. Fair Market Value per Share on any relevant date shall be determined
in accordance with the following provisions:


                  (i) If the Shares are at the time traded on the Nasdaq
         National Market, then the Fair Market Value shall be the closing
         selling price per Share on the date in question, as such price is
         reported by the National Association of Securities Dealers on the
         Nasdaq National Market. If there is no closing selling price for the
         Shares on the date in question, then the Fair Market Value shall be the
         closing selling price on the last preceding date for which such
         quotation exists.

                  (ii) If the Shares are at the time listed on any Stock
         Exchange, then the Fair Market Value shall be the closing selling price
         per Share on the date in question on the Stock Exchange determined by
         the Plan Administrator to be the primary market for the Shares, as such
         price is officially quoted in the composite tape of transactions on
         such exchange. If there is no closing selling price for the Shares on
         the date in question, then the Fair Market Value shall be the closing
         selling price on the last preceding date for which such quotation
         exists.

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                  (iii) If the Shares are at the time neither listed on any
         Stock Exchange nor traded on the Nasdaq National Market, then the Fair
         Market Value shall be determined by the Plan Administrator after taking
         into account such factors as the Plan Administrator shall deem
         appropriate.

         I. Incentive Option shall mean an option which satisfies the
requirements of Code Section 422.


         J. Involuntary Termination shall mean the termination of the Service of
any individual which occurs by reason of:

                  (i) such individual's involuntary dismissal or discharge by
         the Corporation for reasons other than Misconduct, or

                  (ii) such individual's voluntary resignation following (A) a
         change in his or her position with the Corporation which materially
         reduces his or her duties and responsibilities or the level of
         management to which he or she reports, (B) a reduction in his or her
         level of compensation (including base salary, fringe benefits and
         target bonuses under any corporate-performance based bonus or incentive
         programs) by more than fifteen percent (15%) or (C) a relocation of
         such individual's place of employment by more than fifty (50) miles,
         provided and only if such change, reduction or relocation is effected
         without the individual's consent.

         K. Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

         L. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.

         M. Non-Statutory Option shall mean an option not intended to satisfy
the requirements of Code Section 422.


         N. Option Grant Program shall mean the option grant program in effect
under the Plan.

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         O. Optionee shall mean any person to whom an option is granted under
the Option Grant Program.


         P. Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, Shares possessing fifty percent (50%) or more of the total
combined voting power of all classes of Shares in one of the other corporations
in such chain.

         Q. Participant shall mean any person who is issued Shares under the
Share Issuance Program.

         R. Permanent Disability shall mean the inability of the Optionee or the
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which is expected to result
in such person's death or to continue for a period of twelve (12) consecutive
months or more.

         S. Plan shall mean the Corporation's 1999 Share Option/Share Issuance
Plan, as set forth in this document.

         T. Plan Administrator shall mean either the Board or the Committee
acting in its capacity as administrator of the Plan.

         U. Service shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or Share issuance.

         V. Shares shall mean the ordinary shares in the capital of the
Corporation and "Share" and "Shareholder" shall be construed accordingly.

         W. Stock Exchange shall mean either the American Stock Exchange or the
New York Stock Exchange.


         X. Share Issuance Agreement shall mean the agreement entered into by
the Corporation and the Participant at the time of issuance of Shares under the
Share Issuance Program.

         Y. Share Issuance Program shall mean the Share issuance program in
effect under the Plan.

         Z. Subsidiary shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, Share possessing fifty percent (50%) or more
of the total combined voting power of all classes of Share in one of the other
corporations in such chain.

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         AA. 10% Shareholder shall mean the owner of Share (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of Share of the Corporation (or any Parent
or Subsidiary).











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