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                                                                    Exhibit 10.1

                             JAG MEDIA HOLDINGS, INC

                          1999 LONG-TERM INCENTIVE PLAN
                  (including amendments through April 8, 2002)


         1. Purpose. The purpose of this amended and restated 1999 Long-Term
Incentive Plan (the "Plan") of JAG Media Holdings, Inc., a Nevada corporation
(the "Company"), is to advance the interests of the Company and its stockholders
by providing a means to attract, retain, motivate and reward directors,
officers, employees and consultants of and service providers to the Company and
its subsidiaries and to enable such persons to acquire or increase a proprietary
interest in the Company, thereby promoting a closer identity of interests
between such persons and the Company's stockholders.

         2. Definitions. The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of other awards, Dividend Equivalents and Other
Stock-Based Awards are set forth in Section 6 of the Plan. Such awards, together
with any other right or interest granted to a Participant under the Plan, are
termed "Awards." For purposes of the Plan, the following additional terms shall
be defined as set forth below:

         (a) "Award Agreement" means any written agreement, contract, notice or
other instrument or document evidencing an Award.

         (b) "Beneficiary" shall mean the person, persons, trust or trusts which
have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under the Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

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

         (d) A "Change in Control" shall be deemed to have occurred if:

                  (i) the date of the acquisition by any "person" (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), excluding
         the Company or any of its subsidiaries or affiliates or any employee
         benefit plan sponsored by any of the foregoing, of beneficial ownership
         (within the meaning of Rule 13d-3 under the Exchange Act) of 30% or
         more of either (x) the then outstanding shares of Stock of the
         Company or (y) the then outstanding voting securities entitled to vote
         generally in the election of directors; or


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                  (ii) the date the individuals who constitute the Board as of
         the effective date of the Plan (the "Incumbent Board") cease for any
         reason to constitute at least a majority of the members of the Board,
         provided that any individual becoming a director subsequent to the
         effective date of this Agreement whose election, or nomination for
         election by the Company's stockholders, was approved by a vote of at
         least a majority of the directors then comprising the Incumbent Board
         (other than any individual whose nomination for election to Board
         membership was not endorsed by the Company's management prior to, or at
         the time of, such individual's initial nomination for election) shall
         be, for purposes of this Agreement, considered as though such person
         were a member of the Incumbent Board; or

                  (iii) the consummation of a merger, consolidation,
         recapitalization, reorganization, sale or disposition of all or a
         substantial portion of the Company's assets, a reverse stock split of
         outstanding voting securities, the issuance of shares of stock of the
         Company in connection with the acquisition of the stock or assets of
         another entity, provided, however, that a Change in Control shall not
         occur under this clause (iii) if consummation of the transaction would
         result in at least 70% of the total voting power represented by the
         voting securities of the Company (or, if not the Company, the entity
         that succeeds to all or substantially all of the Company's business)
         outstanding immediately after such transaction being beneficially owned
         (within the meaning of Rule 13d-3 promulgated pursuant to the Exchange
         Act) by at least 75% of the holders of outstanding voting securities of
         the Company immediately prior to the transaction, with the voting power
         of each such continuing holder relative to other such continuing
         holders not substantially altered in the transaction.

         (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to include
regulations thereunder and successor provisions and regulations thereto.

         (f) "Committee" means the committee appointed by the Board to
administer the Plan, or if no committee is appointed, the Board.

         (g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act shall
be deemed to include rules thereunder and successor provisions and rules
thereto.

         (h) "Fair Market Value" means, with respect to Stock, Awards, or other
property, the fair market value of such Stock, Awards, or other property
determined by such methods or procedures as shall be established from time to
time by the Committee, provided, however, that if the Stock is listed on a
national securities exchange or quoted in an interdealer quotation system, the
Fair Market Value of such Stock on a given date shall be based upon the last
sales price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock at the end of regular trading on such date (or, if there
was no trading or quotation in the Stock on such date, on the next preceding
date on which there was trading or quotation) as provided by one of such
organizations.
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         (i) "Participant" means a person who, at a time when eligible under
Section 5 hereof, has been granted an Award under the Plan.

         (j) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

         (k) "Stock" means the Class A Common Stock, par value $.00001, of the
Company and such other securities as may be substituted for Stock or such other
securities pursuant to Section 4.

         3. Administration.

         (a) Authority of the Committee. Except as otherwise provided below, the
Plan shall be administered by the Committee. The Committee shall have full and
final authority to take the following actions, in each case subject to and
consistent with the provisions of the Plan:

                  (i) to select persons to whom Awards may be granted;

                  (ii) to determine the type or types of Awards to be granted to
         each such person;

                  (iii) to determine the number of Awards to be granted, the
         number of shares of Stock to which an Award will relate, the terms and
         conditions of any Award granted under the Plan (including, but not
         limited to, any exercise price, grant price or purchase price, any
         restriction or condition, any schedule for lapse of restrictions or
         conditions relating to transferability or forfeiture, exercisability or
         settlement of an Award, and waivers or accelerations thereof,
         performance conditions relating to an Award (including performance
         conditions relating to Awards not intended to be governed by Section
         7(f) and waivers and modifications thereof), based in each case on such
         considerations as the Committee shall determine), and all other matters
         to be determined in connection with an Award;

                  (iv) to determine whether, to what extent and under what
         circumstances an Award may be settled, or the exercise price of an
         Award may be paid, in cash, Stock, other Awards, or other property, or
         an Award may be canceled, forfeited, or surrendered;

                  (v) to determine whether, to what extent and under what
         circumstances cash, Stock, other Awards or other property payable with
         respect to an Award will be deferred either automatically, at the
         election of the Committee or at the election of the Participant;

                  (vi) to determine the restrictions, if any, to which Stock
         received upon exercise or settlement of an Award shall be subject
         (including lock-ups and other transfer restrictions), may condition the
         delivery of such Stock upon the execution by the Participant of any
         agreement providing for such restrictions;
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                  (vii) to prescribe the form of each Award Agreement, which
         need not be identical for each Participant;

                  (viii) to adopt, amend, suspend, waive and rescind such rules
         and regulations and appoint such agents as the Committee may deem
         necessary or advisable to administer the Plan;

                  (ix) to correct any defect or supply any omission or reconcile
         any inconsistency in the Plan and to construe and interpret the Plan
         and any Award, rules and regulations, Award Agreement or other
         instrument hereunder; and

                  (x) to make all other decisions and determinations as may be
         required under the terms of the Plan or as the Committee may deem
         necessary or advisable for the administration of the Plan.

Other provisions of the Plan notwithstanding, the Board shall perform the
functions of the Committee for purposes of granting awards to directors who
serve on the Committee, and the Board may perform any function of the Committee
under the Plan for any other purpose, including without limitation for the
purpose of ensuring that transactions under the Plan by Participants who are
then subject to Section 16 of the Exchange Act in respect of the Company are
exempt under Rule 16b-3. In any case in which the Board is performing a function
of the Committee under the Plan, each reference to the Committee herein shall be
deemed to refer to the Board, except where the context otherwise requires.

         (b) Manner of Exercise of Committee Authority. Any action of the
Committee with respect to the Plan shall be final, conclusive and binding on all
persons, including the Company, subsidiaries of the Company, Participants, any
person claiming any rights under the Plan from or through any Participant and
stockholders, except to the extent the Committee may subsequently modify, or
take further action not consistent with, its prior action. If not specified in
the Plan, the time at which the Committee must or may make any determination
shall be determined by the Committee, and any such determination may thereafter
be modified by the Committee (subject to Section 8(e)). The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee.
Except as provided under Section 7(f), the Committee may delegate to officers or
managers of the Company or any subsidiary of the Company the authority, subject
to such terms as the Committee shall determine, to perform such functions as the
Committee may determine, to the extent permitted under applicable law.

         (c) Limitation of Liability. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer or other employee of the Company or any
subsidiary, the Company's independent certified public accountants or any
executive compensation consultant, legal counsel or other professional retained
by the Company to assist in the administration of the Plan. No member of the
Committee, or any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Company acting on
its behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination or
interpretation.
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         4. Stock Subject to Plan.

         (a) Amount of Stock Reserved. The total number of shares of Stock that
may be subject to outstanding Awards, determined immediately after the grant of
any Award, shall not exceed 6,000,000. If an Award valued by reference to Stock
may only be settled in cash, the number of shares to which such Award relates
shall be deemed to be Stock subject to such Award for purposes of this Section
4(a). Any shares of Stock delivered pursuant to an Award may consist, in whole
or in part, of authorized and unissued shares, treasury shares or shares
acquired in the market for a Participant's Account.

         (b) Adjustments. In the event that the Committee shall determine that
any recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Stock or other
securities, Stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares of Stock reserved and available for Awards
under Section 4(a), (ii) the number and kind of shares of Stock specified in the
Annual Per-Participant Limitations under Section 4(b), (iii) the number and kind
of shares of outstanding Restricted Stock or other outstanding Award in
connection with which shares have been issued, (iv) the number and kind of
shares that may be issued in respect of other outstanding Awards and (v) the
exercise price, grant price or purchase price relating to any Award. (or, if
deemed appropriate, the Committee may make provision for a cash payment with
respect to any outstanding Award). In addition, the Committee is authorized to
make adjustments in the terms and conditions of, and the criteria included in,
Awards (including, without limitation, cancellation of unexercised or
outstanding Awards, or substitution of Awards using stock of a successor or
other entity) in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence and events
constituting a Change in Control) affecting the Company or any subsidiary or the
financial statements of the Company or any subsidiary, or in response to changes
in applicable laws, regulations, or accounting principles.

         5. Eligibility. Directors, officers and employees of the Company and
its subsidiaries, and persons who provide consulting or other services to the
Company deemed by the Committee to be of substantial value to the Company, are
eligible to be granted Awards under the Plan. In addition, persons who have been
offered employment by the Company or its subsidiaries, and persons employed by
an entity that the Committee reasonably expects to become a subsidiary of the
Company, are eligible to be granted an Award under the Plan.
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         6. Specific Terms of Awards.

         (a) General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any Award or
the exercise thereof such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service of the Participant. Except as expressly provided by the Committee
(including for purposes of complying with the requirements of the Nevada General
Corporation Law relating to lawful consideration for the issuance of shares), no
consideration other than services will be required as consideration for the
grant (but not the exercise) of any Award.

         (b) Options. The Committee is authorized to grant options to purchase
Stock (including "reload" options automatically granted to offset specified
exercises of Options) on the following terms and conditions ("Options"):

                  (i) Exercise Price. The exercise price per share of Stock
         purchasable under an Option shall be determined by the Committee.

                  (ii) Time and Method of Exercise. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part, the methods by which such exercise price may be paid
         or deemed to be paid, the form of such payment, including, without
         limitation, cash, Stock, other Awards or awards granted under other
         Company plans or other property (including notes or other contractual
         obligations of Participants to make payment on a deferred basis, such
         as through "cashless exercise" arrangements, to the extent permitted by
         applicable law), and the methods by which Stock will be delivered or
         deemed to be delivered to Participants.

                  (iii) Termination of Employment. The Committee shall determine
         the period, if any, during which Options shall be exercisable following
         a Participant's termination of employment relationship with the Company
         and its subsidiaries. For this purpose, any sale of a subsidiary of the
         Company pursuant to which it ceases to be a subsidiary of the Company
         shall be deemed to be a termination of employment by any Participant
         employed by such subsidiary, or, as applicable, termination of the
         non-employee directorship by any Participant who serves on the board of
         such subsidiary. Unless otherwise determined by the Committee, (i)
         during any period that an Option is exercisable following termination
         of employment or termination of directorship, it shall be exercisable
         only to the extent it was exercisable upon such termination of
         employment or termination of directorship, and (ii) if such termination
         of employment is for cause, as determined in the discretion of the
         Committee, all Options held by the Participant shall immediately
         terminate.
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                  (iv) Sale of the Company. All Options outstanding under the
         Plan shall terminate upon the consummation of any transaction whereby
         the Company (or any successor to the Company or substantially all of
         its business) becomes a wholly-owned subsidiary of any corporation,
         unless such other corporation shall continue or assume the Plan as it
         relates to Options then outstanding (in which case such other
         corporation shall be treated as the Company for all purposes hereunder,
         and, pursuant to Section 4(c), the Committee of such other corporation
         shall make appropriate adjustment in the number and kind of shares of
         Stock subject thereto and the exercise price per share thereof to
         reflect consummation of such transaction). If the Plan is not to be so
         assumed, the Company shall notify the Participant of consummation of
         such transaction at least ten days in advance thereof.

         (c) Stock Appreciation Rights. The Committee is authorized to grant
stock appreciation rights on the following terms and conditions ("SARs"):

                  (i) Right to Payment. An SAR shall confer on the Participant
         to whom it is granted a right to receive, upon exercise thereof, the
         excess of (A) the Fair Market Value of one share of Stock on the date
         of exercise (or, if the Committee shall so determine in the case of any
         such right, the Fair Market Value of one share at any time during a
         specified period before or after the date of exercise), over (B) the
         grant price of the SAR as determined by the Committee as of the date
         of grant of the SAR, which, except as provided in Section 7(a), shall
         be not less than the Fair Market Value of one share of Stock on the
         date of grant.

                  (ii) Other Terms. The Committee shall determine the time or
         times at which an SAR may be exercised in whole or in part, the method
         of exercise, method of settlement, form of consideration payable in
         settlement, method by which Stock will be delivered or deemed to be
         delivered to Participants, whether or not an SAR shall be in tandem
         with any other Award, and any other terms and conditions of any SAR.
         Limited SARs that may only be exercised upon the occurrence of a Change
         in Control may be granted on such terms, not inconsistent with this
         Section 6(c), as the Committee may determine. Limited SARs may be
         either freestanding or in tandem with other Awards.
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         (d) Restricted Stock. The Committee is authorized to grant Stock that
is subject to restrictions based on continued employment on the following terms
and conditions ("Restricted Stock"):

                  (i) Grant and Restrictions. Restricted Stock shall be subject
         to such restrictions on transferability and other restrictions, if any,
         as the Committee may impose, which restrictions may lapse separately or
         in combination at such times, under such circumstances, in such
         installments, or otherwise, as the Committee may determine. Except to
         the extent restricted under the terms of the Plan and any Award
         Agreement relating to the Restricted Stock, a Participant granted
         Restricted Stock shall have all of the rights of a stockholder
         including, without limitation, the right to vote Restricted Stock or
         the right to receive dividends thereon.

                  (ii) Forfeiture. Except as otherwise determined by the
         Committee, upon termination of employment or service (as determined
         under criteria established by the Committee) during the applicable
         restriction period, Restricted Stock that is at that time subject to
         restrictions shall be forfeited and reacquired by the Company;
         provided, however, that the Committee may provide, by rule or
         regulation or in any Award Agreement, or may determine in any
         individual case, that restrictions or forfeiture conditions relating to
         Restricted Stock will be waived in whole or in part in the event of
         termination resulting from specified causes.

                  (iii) Certificates for Stock. Restricted Stock granted under
         the Plan may be evidenced in such manner as the Committee shall
         determine. If certificates representing Restricted Stock are registered
         in the name of the Participant, such certificates may bear an
         appropriate legend referring to the terms, conditions, and restrictions
         applicable to such Restricted Stock, the Company may retain physical
         possession of the certificate, in which case the Participant shall be
         required to have delivered a stock power to the Company, endorsed in
         blank, relating to the Restricted Stock.

                  (iv) Dividends. Dividends paid on Restricted Stock shall be
         either paid at the dividend payment date in cash or in shares of
         unrestricted Stock having a Fair Market Value equal to the amount of
         such dividends, or the payment of such dividends shall be deferred
         and/or the amount or value thereof automatically reinvested in
         additional Restricted Stock, other Awards, or other investment
         vehicles, as the Committee shall determine or permit the Participant to
         elect. Stock distributed in connection with a Stock split or Stock
         dividend, and other property distributed as a dividend, shall be
         subject to restrictions and a risk of forfeiture to the same extent as
         the Restricted Stock with respect to which such Stock or other property
         has been distributed, unless otherwise determined by the Committee.

         (e) Deferred Stock. The Committee is authorized to grant units
representing the right to receive Stock at a future date subject to the
following terms and conditions ("Deferred Stock"):
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                  (i) Award and Restrictions. Delivery of Stock will occur upon
         expiration of the deferral period specified for an Award of Deferred
         Stock by the Committee (or, if permitted by the Committee, as elected
         by the Participant). In addition, Deferred Stock shall be subject to
         such restrictions as the Committee may impose, if any, which
         restrictions may lapse at the expiration of the deferral period or at
         earlier specified times, separately or in combination, in installments
         or otherwise, as the Committee may determine.

                  (ii) Forfeiture. Except as otherwise determined by the
         Committee, upon termination of employment or service (as determined
         under criteria established by the Committee) during the applicable
         deferral period or portion thereof to which forfeiture conditions apply
         (as provided in the Award Agreement evidencing the Deferred Stock), all
         Deferred Stock that is at that time subject to such forfeiture
         conditions shall be forfeited; provided, however, that the Committee
         may provide, by rule or regulation or in any Award Agreement, or may
         determine in any individual case, that restrictions or forfeiture
         conditions relating to Deferred Stock will be waived in whole or in
         part in the event of termination resulting from specified causes.

         (f) Bonus Stock and Awards in Lieu of Cash Obligations. The Committee
is authorized to grant Stock as a bonus, or to grant Stock or other Awards in
lieu of Company obligations to pay cash under other plans or compensatory
arrangements.

         (g) Dividend Equivalents. The Committee is authorized to grant awards
entitling the Participant to receive cash, Stock, other Awards or other property
equal in value to dividends paid with respect to a specified number of shares of
Stock ("Dividend Equivalents"). Dividend Equivalents may be awarded on a
free-standing basis or in connection with another Award. The Committee may
provide that Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Stock, Awards or other
investment vehicles, and subject to such restrictions on transferability and
risks of forfeiture, as the Committee may specify.

         (h) Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Stock and factors that may influence the
value of Stock, as deemed by the Committee to be consistent with the purposes of
the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee and Awards valued by
reference to the book value of Stock or the value of securities of or the
performance of specified subsidiaries ("Other Stock Based Awards"). The
Committee shall determine the terms and conditions of such Awards. Stock issued
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards, or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may be granted
pursuant to this Section 6(h).
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7.       Certain Provisions Applicable to Awards.

         (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with or in substitution for any other
Award granted under the Plan or any award granted under any other plan of the
Company, any subsidiary or any business entity to be acquired by the Company or
a subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Awards granted in addition to or in tandem with other
Awards or awards may be granted either as of the same time as or a different
time from the grant of such other Awards or awards.

         (b) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided, however, that in no event shall
(i) the term of any SAR granted in tandem therewith exceed a period of ten years
from the date of its grant (or such shorter period as may be applicable under
Section 422 of the Code), and (ii) the term of any Option granted to a resident
of the United Kingdom shall not exceed a period of ten years from the date of
its grant.

         (c) Form of Payment Under Awards. Subject to the terms of the Plan and
any applicable Award Agreement, payments to be made by the Company or a
subsidiary upon the grant, exercise or settlement of an Award may be made in
such forms as the Committee shall determine, including, without limitation,
cash, Stock, other Awards or other property, and may be made in a single payment
or transfer, in installments or on a deferred basis. Such payments may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Stock.

         (d) Rule 16b-3 Compliance.

                  (i) Six-Month Holding Period. Unless a Participant could
         otherwise dispose of equity securities, including derivative
         securities, acquired under the Plan without incurring liability under
         Section 16(b) of the Exchange Act, equity securities acquired under the
         Plan must be held for a period of six months following the date of such
         acquisition, provided that this condition shall be satisfied with
         respect to a derivative security if at least six months elapse from the
         date of acquisition of the derivative security to the date of
         disposition of the derivative security (other than upon exercise or
         conversion) or its underlying equity security.

                  (ii) Other Compliance Provisions. With respect to a
         Participant who is then subject to Section 16 of the Exchange Act in
         respect of the Company, the Committee shall implement transactions
         under the Plan and administer the Plan in a manner that will ensure
         that each transaction by such a Participant is exempt from liability
         under Rule 16b-3, except that such a Participant may be permitted to
         engage in a non-exempt transaction under the Plan if written notice has
         been given to the Participant regarding the non-exempt nature of such
         transaction. The Committee may authorize the Company to repurchase any
         Award or shares of Stock resulting from any Award in order to prevent a
         Participant who is subject to Section 16 of the Exchange Act from
         incurring liability under Section 16(b). Unless otherwise specified by
         the Participant, equity securities, including derivative securities,
         acquired under the Plan which are disposed of by a Participant shall be
         deemed to be disposed of in the order acquired by the Participant.
<PAGE>

         (e) Loan Provisions. With the consent of the Committee, and subject at
all times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee or arrange for a loan
or loans to a Participant with respect to the exercise of any Option or other
payment in connection with any Award, including the payment by a Participant of
any or all federal, state or local income or other taxes due in connection with
any Award. Subject to such limitations, the Committee shall have full authority
to decide whether to make a loan or loans hereunder and to determine the amount,
terms and provisions of any such loan or loans, including the interest rate to
be charged in respect of any such loan or loans, whether the loan or loans are
to be with or without recourse against the borrower, the terms on which the loan
is to be repaid and conditions, if any, under which the loan or loans may be
forgiven.

         (f) Performance-Based Awards. The Committee may, in its discretion,
designate any Award the exercisability or settlement of which is subject to the
achievement of performance conditions as a performance-based Award subject to
this Section 7(f), in order to qualify such Award as "qualified
performance-based compensation" within the meaning of Code Section 162(m) and
regulations thereunder. The performance objectives for an Award subject to this
Section 7(f) shall consist of one or more business criteria and a targeted level
or levels of performance with respect to such criteria, as specified by the
Committee but subject to this Section 7(f). Performance objectives shall be
objective and shall otherwise meet the requirements of Section 162(m)(4)(C) of
the Code. Business criteria used by the Committee in establishing performance
objectives for Awards subject to this Section 7(f) shall be selected from among
the following:

                  (1)      Annual return on capital;

                  (2)      Annual earnings or earnings per share;

                  (3)      Annual cash flow provided by operations;

                  (4)      Increase in stock price;

                  (5)      Changes in annual revenues; and/or

                  (6)      Strategic business criteria, consisting of one or
                           more objectives based on meeting specified revenue,
                           market penetration, geographic business expansion
                           goals, cost targets, and goals relating to
                           acquisitions or divestitures.
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The levels of performance required with respect to such business criteria may be
expressed in absolute or relative levels. Performance objectives may differ for
such Awards to different Participants. The Committee shall specify the weighting
to be given to each performance objective for purposes of determining the final
amount payable with respect to any such Award. The Committee may, in its
discretion, reduce the amount of a payout otherwise to be made in connection
with an Award subject to this Section 7(f), but may not exercise discretion to
increase such amount, and the Committee may consider other performance criteria
in exercising such discretion. All determinations by the Committee as to the
achievement of performance objectives shall be in writing. The Committee may not
delegate any responsibility with respect to an Award subject to this Section
7(f).

         (g) Acceleration upon a Change of Control. Notwithstanding anything
contained herein to the contrary, all conditions and/or restrictions relating to
the continued performance of services and/or the achievement of performance
objectives with respect to the exercisability or full enjoyment of an Award
shall lapse immediately prior to a Change in Control, provided, however, that
such lapse shall not occur if (i) it is intended that the transaction
constituting such Change in Control be accounted for as a pooling of interests
under Accounting Principles Board Opinion No. 16 (or any successor thereto), and
operation of this Section 7(g) would otherwise violate Paragraph 47(c) thereof,
or (ii) the Committee, in its discretion, determines that such lapse shall not
occur, provided, further, that the Committee shall not have the discretion
granted in clause (ii) if it is intended that the transaction constituting such
Change in Control be accounted for as a pooling of interests under Accounting
Principles Board Option No. 16 (or any successor thereto), and such discretion
would otherwise violate Paragraph 47(c) thereof.

         8. General Provisions.

         (a) Compliance With Laws and Obligations. The Company shall not be
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the requirements of any
applicable securities law, any requirement under any listing agreement between
the Company and any national securities exchange or automated quotation system
or any other law, regulation or contractual obligation of the Company until the
Company is satisfied that such laws, regulations, and other obligations of the
Company have been complied with in full. Certificates representing shares of
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be applicable under such laws, regulations and other
obligations of the Company, including any requirement that a legend or legends
be placed thereon.

         (b) Limitations on Transferability. Awards and other rights under the
Plan will not be transferable by a Participant except by will or the laws of
descent and distribution or to a Beneficiary in the event of the Participant's
death, shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or
otherwise subject to the claims of creditors, and, in the case of SARs in tandem
therewith, shall be exercisable during the lifetime of a Participant only by
such Participant or his guardian or legal representative; provided, however,
that such Awards and other rights (other than SARs in tandem therewith) may be
transferred to one or more transferees during the lifetime of the Participant to
the extent and on such terms as then may be permitted by the Committee.

<PAGE>

         (c) No Right to Continued Employment or Service. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee, director
or other person the right to be retained in the employ or service of the Company
or any of its subsidiaries, nor shall it interfere in any way with the right of
the Company or any of its subsidiaries to terminate any employee's employment or
other person's service at any time or with the right of the Board or
stockholders to remove any director.

         (d) Taxes. The Company and any subsidiary is authorized to withhold
from any Award granted or to be settled, any delivery of Stock in connection
with an Award, any other payment relating to an Award or any payroll or other
payment to a Participant amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving an Award, and
to take such other action as the Committee may deem advisable to enable the
Company and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall
include authority to withhold or receive Stock or other property and to make
cash payments in respect thereof in satisfaction of a Participant's tax
obligations.

         (e) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue or terminate the Plan or the Committee's authority to grant
Awards under the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders for which the
record date is after such Board action if such stockholder approval is required
by any federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; provided, however, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under any Award theretofore granted to him
(as such rights are set forth in the Plan and the Award Agreement). The
Committee may waive any conditions or rights under, or amend, alter, suspend,
discontinue, or terminate, any Award theretofore granted and any Award Agreement
relating thereto; provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of such Participant
under such Award (as such rights are set forth in the Plan and the Award
Agreement). Notwithstanding the foregoing, the Board or the Committee may take
any action (including actions affecting or terminating outstanding Awards) to
the extent necessary for a business combination in which the Company is a party
to be accounted for under the pooling-of-interests method of accounting under
Accounting Principles Board Opinion No. 16 (or any successor thereto).

         (f) No Rights to Awards; No Stockholder Rights. No person shall have
any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Participants and employees. No Award shall confer on
any Participant any of the rights of a stockholder of the Company unless and
until Stock is duly issued or transferred and delivered to the Participant in
accordance with the terms of the Award or, in the case of an Option, the Option
is duly exercised.
<PAGE>

         (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended
to constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the creation of trusts or
make other arrangements to meet the Company's obligations under the Plan to
deliver cash, Stock, other Awards, or other property pursuant to any Award,
which trusts or other arrangements shall be consistent with the "unfunded"
status of the Plan unless the Committee otherwise determines with the consent of
each affected Participant.

         (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor any submission of the Plan or amendments thereto to the stockholders
of the Company for approval shall be construed as creating any limitations on
the power of the Board to adopt such other compensatory arrangements as it may
deem desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.

         (i) No Fractional Shares. No fractional shares of Stock shall be issued
or delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

         (j) Compliance with Code Section 162(m). It is the intent of the
Company that employee Options, SARs and other Awards designated as Awards
subject to Section 7(f) shall constitute "qualified performance-based
compensation" within the meaning of Code Section 162(m). Accordingly, if any
provision of the Plan or any Award Agreement relating to such an Award does not
comply or is inconsistent with the requirements of Code Section 162(m), such
provision shall be construed or deemed amended to the extent necessary to
conform to such requirements, and no provision shall be deemed to confer upon
the Committee or any other person discretion to increase the amount of
compensation otherwise payable in connection with any such Award upon attainment
of the performance objectives.

         (k) Governing Law. The validity, construction and effect of the Plan,
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Nevada, without giving
effect to principles of conflicts of laws, and applicable federal law.

         (l) Effective Date; Plan Termination. The Plan shall become effective
as of the date of its adoption by the Board, and shall continue in effect until
terminated by the Board.