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                                                                    EXHIBIT 10.2

                            NATURAL GOLF CORPORATION

                            2003 STOCK INCENTIVE PLAN

1.   ESTABLISHMENT AND PURPOSE.

The Natural Golf Corporation 2003 Stock Incentive Plan (the "Plan") is
established by Natural Golf Corporation (the "Company") to promote the financial
interests of the Company, including its growth and performance, by encouraging
persons eligible to participate in the Plan to acquire an ownership position in
the Company, enhancing the ability of the Company and its subsidiaries to
attract and retain persons eligible to participate in the Plan, providing
persons eligible to participate in the Plan with a way to acquire or increase
their proprietary interest in the Company's success, by motivating eligible
persons to achieve the long-term Company goals, and by aligning eligible
persons' interests with those of the Company's other shareholders. The Plan is
adopted as of July 1, 2003, subject to approval by the Company's shareholders
within 12 months after such adoption date. Unless the Plan is discontinued
earlier by the Board as provided herein, no Award shall be granted hereunder on
or after the date 10 years after the Effective Date.

In addition to terms elsewhere defined herein, certain terms used herein are
defined as set forth in Section 10 hereof.

2.   ADMINISTRATION; ELIGIBILTY.

The Plan shall be administered by a committee of the Board; provided, however,
that, if at any time no Committee shall be in office, the Plan shall be
administered by the Board. The Plan may be administered by different Committees
with respect to different groups of Eligible Individuals. As used herein, the
term "Administrator" means the Board or any of its Committees as shall be
administering the Plan.

At any time, the Board may appoint a Committee, consisting of not less than two
of its members to administer the Plan on behalf of the Board in accordance with
such terms and conditions not inconsistent with this Plan as the Board may
prescribe. Once appointed, members of the Committee shall continue to serve
until otherwise directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members, remove members (with
or without cause) and appoint new members in their place, fill vacancies however
caused, and/or remove all members of the Committee and thereafter directly
administer the Plan.

The Administrator shall have plenary authority to grant Awards pursuant to the
terms of the Plan to Eligible Individuals. Participation shall be limited to
such persons as are selected by the Administrator. Awards may be granted as
alternatives to, in exchange or substitution for, or replacement of, awards
outstanding under the Plan or any other plan or arrangement of the Company or a
Subsidiary (including a plan or arrangement of a business or entity, all or a
portion of which is acquired by the Company or a Subsidiary). The provisions of
Awards need not be the same with respect to each Participant.

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Among other things, the Administrator shall have the authority, subject to the
terms of the Plan:

     (a)    to select the Eligible Individuals to whom Awards may from time to
            time be granted;

     (b)    to determine whether and to what extent Stock Options, Stock
            Appreciation Rights, Stock Awards or any combination thereof are to
            be granted hereunder;

     (c)    to determine the number of shares of Stock to be covered by each
            Award granted hereunder;

     (d)    to approve forms of agreement for use under the Plan;

     (e)    to determine the terms and conditions, not inconsistent with the
            terms of this Plan, of any Award granted hereunder (including, but
            not limited to, the option price, any vesting restriction or
            limitation, any vesting acceleration or forfeiture waiver and any
            right of repurchase, right of first refusal or other transfer
            restriction regarding any Award and the shares of Stock relating
            thereto, based on such factors or criteria as the Administrator
            shall determine);

     (f)    subject to Section 8(a), to modify, amend or adjust the terms and
            conditions of any Award, at any time or from time to time,
            including, but not limited to, with respect to (i) performance goals
            and targets applicable to performance-based Awards pursuant to the
            terms of the Plan and (ii) extension of the post-termination
            exercisability period of Stock Options;

     (g)    to determine to what extent and under what circumstances Stock and
            other amounts payable with respect to an Award shall be deferred;

     (h)    to determine the Fair Market Value; and

     (i)    to determine the type and amount of consideration to be received by
            the Company for any Stock Award issued under Section 6.

The Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

Except to the extent prohibited by applicable law, the Administrator may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any portion of its responsibilities
and powers to any other person or persons selected by it. Any such allocation or
delegation may be revoked by the Administrator at any time. The Administrator
may authorize any one or more of their members or any officer of the Company to
execute and deliver documents on behalf of the Administrator.

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Any determination made by the Administrator or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Administrator or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Administrator or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Participants.

No member of the Administrator, and no officer of the Company, shall be liable
for any action taken or omitted to be taken by such individual or by any other
member of the Administrator or officer of the Company in connection with the
performance of duties under this Plan, except for such individual's own willful
misconduct or as expressly provided by law.

3.   STOCK SUBJECT TO PLAN.

Subject to adjustment as provided in this Section 3, the aggregate number of
shares of Stock which may be delivered under the Plan shall not exceed 900,000
shares; provided, however, that, as of January 1 of each year, commencing with
January 1, 2005, the maximum number of shares of Stock which may be delivered
under the Plan shall automatically be increased (but not decreased) to a number
equal to 15% of the number of shares of Stock then outstanding.

To the extent any shares of Stock covered by an Award are not delivered to a
Participant or beneficiary thereof because the Award expires, is forfeited,
canceled or otherwise terminated, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy the applicable tax
withholding obligation, such shares shall not be deemed to have been delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.

Subject to adjustment as provided in this Section 3, the maximum number of
shares that may be covered by Stock Options, Stock Appreciation Rights and Stock
Awards, in the aggregate, granted to any one Participant during any calendar
year shall be 300,000 shares.

In the event of any Company stock dividend, stock split, combination or exchange
of shares, recapitalization or other change in the capital structure of the
Company, corporate separation or division of the Company (including, but not
limited to, a split-up, spin-off, split-off or distribution to Company
shareholders other than a normal cash dividend), sale by the Company of all or a
substantial portion of its assets (measured on either a stand-alone or
consolidated basis), reorganization, rights offering, partial or complete
liquidation, or any other corporate transaction, Company share offering or other
event involving the Company and having an effect similar to any of the
foregoing, the Administrator may make such substitution or adjustments in the
(A) number and kind of shares that may be delivered under the Plan, (B)
additional maximums imposed in the immediately preceding paragraph, (C) number
and kind of shares subject to outstanding Awards, (D) exercise price of
outstanding Stock Options and Stock Appreciation Rights and (E) other
characteristics or terms of the Awards as it may determine appropriate in its
sole discretion to

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equitably reflect such corporate transaction, share offering or other event;
provided, however, that the number of shares subject to any Award shall always
be a whole number.

4.   STOCK OPTIONS.

Stock Options may be granted alone or in addition to other Awards granted under
the Plan and may be of two types: Incentive Stock Options and Non-Qualified
Stock Options. Any Stock Option granted under the Plan shall be in such form as
the Administrator may from time to time approve.

The Administrator shall have the authority to grant any Participant Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights). Incentive Stock Options
may be granted only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code). To the extent that any Stock Option is
not designated as an Incentive Stock Option or, even if so designated, does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option. Incentive Stock Options may be granted only within 10 years from the
date the Plan is adopted, or the date the Plan is approved by the Company's
shareholders, whichever is earlier.

Stock Options shall be evidenced by option agreements, each in a form approved
by the Administrator. An option agreement shall indicate on its face whether it
is intended to be an agreement for an Incentive Stock Option or a Non-Qualified
Stock Option. The grant of a Stock Option shall occur as of the date the
Administrator determines.

Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be exercised, so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the Optionee affected, to disqualify any Incentive Stock Option under Section
422 of the Code.

To the extent that the aggregate Fair Market Value of Stock with respect to
which Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year (under all plans of the Company) exceeds
$100,000, such Stock Options shall be treated as Non-Qualified Stock Options.

Stock Options granted under this Section 4 shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Administrator shall deem desirable:

     (a)    EXERCISE PRICE. The exercise price per share of Stock purchasable
            under a Stock Option shall be determined by the Administrator. If
            the Stock Option is intended to qualify as an Incentive Stock
            Option, the exercise price per share shall be not less than the Fair
            Market Value per share on the date the Stock Option is granted, or
            if granted to an individual who is a Ten Percent Holder, not less
            than 110% of such Fair Market Value per share.

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     (a)    OPTION TERM. The term of each Stock Option shall be fixed by the
            Administrator, but no Incentive Stock Option shall be exercisable
            more than 10 years (or five years in the case of an individual who
            is a Ten Percent Holder) after the date the Incentive Stock Option
            is granted.

     (b)    EXERCISABILITY. Except as otherwise provided herein, Stock Options
            shall be exercisable at such time or times, and subject to such
            terms and conditions, as shall be determined by the Administrator.
            If the Administrator provides that any Stock Option is exercisable
            only in installments, the Administrator may at any time waive such
            installment exercise provisions, in whole or in part, based on such
            factors as the Administrator may determine. In addition, the
            Administrator may at any time, in whole or in part, accelerate the
            exercisability of any Stock Option.

     (c)    METHOD OF EXERCISE. Subject to the provisions of this Section 4,
            Stock Options may be exercised, in whole or in part, at any time
            during the option term by giving written notice of exercise to the
            Company specifying the number of shares of Stock subject to the
            Stock Option to be purchased.

            The option price of any Stock Option shall be paid in full in cash
            (by certified or bank check or such other instrument as the Company
            may accept) or, unless otherwise provided in the applicable option
            agreement, by one or more of the following: (i) in the form of
            unrestricted Stock already owned by the Optionee, that is acceptable
            to the Administrator, based in any such instance on the Fair Market
            Value of the Stock on the date the Stock Option is exercised; (ii)
            by certifying ownership of shares of Stock owned by the Optionee to
            the satisfaction of the Administrator for later delivery to the
            Company as specified by the Company; (iii) by irrevocably
            authorizing a third party to sell shares of Stock (or a sufficient
            portion of the shares) acquired upon exercise of the Stock Option
            and remit to the Company a sufficient portion of the sale proceeds
            to pay the entire exercise price and any tax withholding resulting
            from such exercise; or (iv) by any combination of cash and/or any
            one or more of the methods specified in clauses (i), (ii) and (iii).
            Notwithstanding the foregoing, a form of payment shall not be
            permitted to the extent it would cause the Company to recognize a
            compensation expense (or additional compensation expense) with
            respect to the Stock Option for financial reporting purposes.

            If payment of the option exercise price of a Non-Qualified Stock
            Option is made in whole or in part in the form of Restricted Stock,
            the number of shares of Stock to be received upon such exercise
            equal to the number of shares of Restricted Stock used for payment
            of the option exercise price shall be subject to the same forfeiture
            restrictions to which such Restricted Stock was subject, unless
            otherwise determined by the Administrator.

            No shares of Stock shall be issued upon exercise of a Stock Option
            until full payment therefor has been made. Upon exercise of a Stock
            Option (or a portion thereof), the

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            Company shall have a reasonable time to issue the Stock for which
            the Stock Option has been exercised, and the Optionee shall not be
            treated as a shareholder for any purposes whatsoever prior to such
            issuance. No adjustment shall be made for cash dividends or other
            rights for which the record date is prior to the date such Stock is
            recorded as issued and transferred in the Company's official
            shareholder records, except as otherwise provided herein or in the
            applicable option agreement.

     (d)    TRANSFERABILITY OF STOCK OPTIONS. Except as otherwise provided in
            the applicable option agreement, a Non-Qualified Stock Option (i)
            shall be transferable by the Optionee to a Family Member of the
            Optionee, provided that (A) any such transfer shall be by gift with
            no consideration and (B) no subsequent transfer of such Stock Option
            shall be permitted other than by will or the laws of descent and
            distribution, and (ii) shall not otherwise be transferable except by
            will or the laws of descent and distribution. An Incentive Stock
            Option shall not be transferable except by will or the laws of
            descent and distribution. A Stock Option shall be exercisable,
            during the Optionee's lifetime, only by the Optionee or by the
            guardian or legal representative of the Optionee, it being
            understood that the terms "holder" and "Optionee" include the
            guardian and legal representative of the Optionee named in the
            applicable option agreement and any person to whom the Stock Option
            is transferred (X) pursuant to the first sentence of this Section
            4(e) or pursuant to the applicable option agreement or (Y) by will
            or the laws of descent and distribution. Notwithstanding the
            foregoing, references herein to the termination of an Optionee's
            employment or provision of services shall mean the termination of
            employment or provision of services of the person to whom the Stock
            Option was originally granted.

     (e)    TERMINATION BY DEATH. Unless otherwise provided in the applicable
            option agreement, if an Optionee's employment or provision of
            services terminates by reason of death, any Stock Option held by
            such Optionee may thereafter be exercised, to the extent then
            exercisable, or on such accelerated basis as the Administrator may
            determine, for a period of 12 months from the date of such death or
            until the expiration of the stated term of such Stock Option,
            whichever period is shorter. In the event of termination of
            employment or provision of services due to death, if an Incentive
            Stock Option is exercised after the expiration of the exercise
            periods that apply for purposes of Section 422 of the Code, such
            Stock Option will thereafter be treated as a Non-Qualified Stock
            Option.

     (f)    TERMINATION BY REASON OF DISABILITY. Unless otherwise provided in
            the applicable option agreement, if an Optionee's employment or
            provision of services terminates by reason of Disability, any Stock
            Option held by such Optionee may thereafter be exercised by the
            Optionee, to the extent it was exercisable at the time of
            termination, or on such accelerated basis as the Administrator may
            determine, for a period of three years from the date of such
            termination of employment or provision of services or until the
            expiration of the stated term of such Stock Option, whichever period
            is shorter; provided, however, that if the Optionee dies within such
            period, an

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            unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 12 months from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is shorter. In the event of termination of employment or
            provision of services by reason of Disability, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

     (g)    TERMINATION BY REASON OF RETIREMENT. Unless otherwise provided in
            the applicable option agreement, if an Optionee's employment or
            provision of services terminates by reason of Retirement, any Stock
            Option held by such Optionee may thereafter be exercised by the
            Optionee, to the extent it was exercisable at the time of such
            Retirement, or on such accelerated basis as the Administrator may
            determine, for a period of three years from the date of such
            termination of employment or provision of services or until the
            expiration of the stated term of such Stock Option, whichever period
            is shorter; provided, however, that if the Optionee dies within such
            period, any unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 12 months from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is shorter. In the event of termination of employment or
            provision of services by reason of Retirement, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

     (h)    OTHER TERMINATION. Unless otherwise provided in the applicable
            option agreement or the Optionee's employment agreement, if any, if
            an Optionee's employment or provision of services terminates for any
            reason other than death, Disability or Retirement, any Stock Option
            held by such Optionee shall thereupon terminate; provided, however,
            that, if such termination of employment or provision of services is
            involuntary on the part of the Optionee and without Cause, such
            Stock Option, to the extent then exercisable, or on such accelerated
            basis as the Administrator may determine, may be exercised for the
            lesser of 3 months from the date of such termination of employment
            or provision of services or the remainder of such Stock Option's
            term, and provided, further, that if the Optionee dies within such
            period, any unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 12 months from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is shorter. In the event of termination of employment or
            provision of services for any reason other than death, Disability or
            Retirement, if an Incentive Stock Option is exercised after the
            expiration of the exercise periods that apply for purposes of

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            Section 422 of the Code, such Stock Option will thereafter be
            treated as a Non-Qualified Stock Option.

     (i)    EXCEPTION TO TERMINATION. Notwithstanding anything in this Plan to
            the contrary, if an Optionee's employment by, or provision of
            services to, the Company or an Affiliate ceases as a result of a
            transfer of such Optionee from the Company to an Affiliate, or from
            an Affiliate to the Company, such transfer will not be a termination
            of employment or provision of services for purposes of this Plan,
            unless expressly determined otherwise by the Administrator. A
            termination of employment or provision of services shall occur for
            an Optionee who is employed by, or provides services to, an
            Affiliate of the Company if the Affiliate shall cease to be an
            Affiliate and the Optionee shall not immediately thereafter be
            employed by, or provide services to, the Company or an Affiliate.

     (j)    PARTICIPANT LOANS. The Administrator may in its discretion, to the
            extent permitted by law and any applicable exchange rules, authorize
            the Company to:

            (i)    lend to an Optionee an amount equal to such portion of the
                   exercise price of a Stock Option as the Administrator may
                   determine; or

            (ii)   guarantee a loan obtained by an Optionee from a third-party
                   for the purpose of tendering such exercise price.

            The terms and conditions of any loan or guarantee, including the
            term, interest rate, whether the loan is with recourse against the
            Optionee and any security interest thereunder, shall be determined
            by the Administrator, except that no extension of credit or
            guarantee shall obligate the Company for an amount to exceed the
            lesser of (i) the aggregate Fair Market Value on the date of
            exercise, less the par value, of the shares of Stock to be purchased
            upon the exercise of the Stock Option, and (ii) the amount permitted
            under applicable laws or the regulations and rules of the Federal
            Reserve Board and any other governmental agency having jurisdiction.

5.   STOCK APPRECIATION RIGHTS.

Stock Appreciation Rights may be granted either on a stand-alone basis or in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of grant of such Stock Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of such Stock
Option. A Stock Appreciation Right shall terminate and no longer be exercisable
as determined by the Administrator, or, if granted in conjunction with all or
part of any Stock Option, upon the termination or exercise of the related Stock
Option.

A Stock Appreciation Right may be exercised by a Participant as determined by
the Administrator in accordance with this Section 5, and, if granted in
conjunction with all or part of any Stock Option, by surrendering the applicable
portion of the related Stock Option in accordance with procedures

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established by the Administrator. Upon such exercise and surrender, the
Participant shall be entitled to receive an amount determined in the manner
prescribed in this Section 5. Stock Options which have been so surrendered, if
any, shall no longer be exercisable to the extent the related Stock Appreciation
Rights have been exercised.

Stock Appreciation Rights shall be subject to such terms and conditions as shall
be determined by the Administrator, including the following:

     (i)    Stock Appreciation Rights granted on a stand-alone basis shall be
            exercisable only at such time or times and to such extent as
            determined by the Administrator. Stock Appreciation Rights granted
            in conjunction with all or part of any Stock Option shall be
            exercisable only at the time or times and to the extent that the
            Stock Options to which they relate are exercisable in accordance
            with the provisions of Section 4 and this Section 5.

     (ii)   Upon the exercise of a Stock Appreciation Right, a Participant shall
            be entitled to receive an amount in cash, shares of Stock or both,
            which in the aggregate are equal in value to the excess of the Fair
            Market Value of one share of Stock over (i) such value per share of
            Stock as shall be determined by the Administrator at the time of
            grant (if the Stock Appreciation Right is granted on a stand-alone
            basis), or (ii) the exercise price per share specified in the
            related Stock Option (if the Stock Appreciation Right is granted in
            conjunction with all or part of any Stock Option), multiplied by the
            number of shares in respect of which the Stock Appreciation Right
            shall have been exercised, with the Administrator having the right
            to determine the form of payment.

     (iii)  A Stock Appreciation Right shall be transferable only to, and shall
            be exercisable only by, such persons permitted in accordance with
            Section 4(e).

6.   STOCK AWARDS OTHER THAN OPTIONS.

Stock Awards may be directly issued under the Plan (without any intervening
options), subject to such terms, conditions, performance requirements,
restrictions, forfeiture provisions, contingencies and limitations as the
Administrator shall determine. Stock Awards may be issued which are fully and
immediately vested upon issuance or which vest in one or more installments over
the Participant's period of employment or other service to the Company or upon
the attainment of specified performance objectives, or the Company may issue
Stock Awards which entitle the Participant to receive a specified number of
vested shares of Stock upon the attainment of one or more performance goals or
service requirements established by the Administrator.

Shares representing a Stock Award shall be evidenced in such manner as the
Administrator may deem appropriate, including book-entry registration or
issuance of one or more certificates (which may bear appropriate legends
referring to the terms, conditions and restrictions applicable to such Award).
The Administrator may require that any such certificates be held in custody by
the

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Company until any restrictions thereon shall have lapsed and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.

A Stock Award may be issued in exchange for any consideration which the
Administrator may deem appropriate in each individual instance, including,
without limitation:

     (i)    cash or cash equivalents;

     (i)    past services rendered to the Company or any Affiliate; or

     (ii)   future services to be rendered to the Company or any Affiliate
            (provided that, in such case, the par value of the stock subject to
            such Stock Award shall be paid in cash or cash equivalents, unless
            the Administrator provides otherwise).

A Stock Award that is subject to restrictions on transfer and/or forfeiture
provisions may be referred to as an award of "Restricted Stock" or "Restricted
Stock Units."

7.   CHANGE IN CONTROL PROVISIONS.

     (a)    IMPACT OF EVENT. In the event of a Change in Control, the following
            provisions will govern, except as may otherwise be provided in any
            particular agreement pursuant to which an Award has been granted:

            (i)    Outstanding Awards shall be subject to any agreement of
                   merger or reorganization that effects such Change in Control,
                   which agreement shall provide for:

                   (A)  The continuation of the outstanding Awards by the
                        Company, if the Company is a surviving corporation;

                   (B)  The assumption of the outstanding Awards by the
                        surviving corporation or its parent or subsidiary;

                   (C)  The substitution by the surviving corporation or its
                        parent or subsidiary of equivalent awards for the
                        outstanding Awards; or

                   (D)  Settlement of each share of Stock subject to an
                        outstanding Award for the Change in Control Price (less,
                        to the extent applicable, the per share exercise price),
                        in which case, each outstanding Award, to the extent not
                        vested, shall become fully exercisable and vested to the
                        full extent of the original grant; notwithstanding the
                        foregoing, if the per share exercise price of an Award
                        equals or exceeds the Change in Control Price, the
                        outstanding Award shall terminate and be canceled
                        immediately prior to giving effect to the Change in
                        Control; and.

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            (ii)   In the absence of any agreement of merger or reorganization
                   effecting such Change in Control, each share of Stock subject
                   to an outstanding Award shall be settled for the Change in
                   Control Price (less, to the extent applicable, the per share
                   exercise price), in which case, each outstanding Award, to
                   the extent not vested, shall become fully exercisable and
                   vested to the full extent of the original grant;
                   notwithstanding the foregoing, if the per share exercise
                   price of an Award equals or exceeds the Change in Control
                   Price, the outstanding Award shall terminate and be canceled
                   immediately prior to giving effect to the Change in Control.

     (b)    DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a "Change
            in Control" shall mean the happening of any of the following events:

            (i)    An acquisition by any individual, entity or group (within the
                   meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
                   (a "Person") of beneficial ownership (within the meaning of
                   Rule 13d-3 promulgated under the Exchange Act) of more than
                   50% of either (1) the then outstanding shares of common stock
                   of the Company (the "Outstanding Company Common Stock") or
                   (2) the combined voting power of the then outstanding voting
                   securities of the Company entitled to vote generally in the
                   election of directors (the "Outstanding Company Voting
                   Securities"); excluding, however, the following: (1) any
                   acquisition directly from the Company, other than an
                   acquisition by virtue of the exercise of a conversion
                   privilege unless the security being so converted was itself
                   acquired directly from the Company, (2) any acquisition by
                   the Company; (3) any acquisition by any employee benefit plan
                   (or related trust) sponsored or maintained by the Company or
                   any corporation controlled by the Company; (4) by any
                   Herskovits Party; or (5) any acquisition by any Person
                   pursuant to a transaction which complies with clauses (1),
                   (2) and (3) of subsection (iii) of this Section 7(b); or

            (ii)   Within any period of 24 consecutive months, a change in the
                   composition of the Board such that the individuals who,
                   immediately prior to such period, constituted the Board (such
                   Board shall be hereinafter referred to as the "Incumbent
                   Board") cease for any reason to constitute at least a
                   majority of the Board; provided, however, for purposes of
                   this Section 7(b), that any individual who becomes a member
                   of the Board during such period, whose election, or
                   nomination for election by the Company's shareholders, was
                   approved by a vote of at least a majority of those
                   individuals who are members of the Board and who were also
                   members of the Incumbent Board (or deemed to be such pursuant
                   to this proviso) shall be considered as though such
                   individual were a member of the Incumbent Board; but,
                   provided further, that any such individual whose initial
                   assumption of office occurs as a result of either an actual
                   or threatened election contest (as such terms are

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                   used in Rule 14a-11 of Regulation 14A promulgated under the
                   Exchange Act) or other actual or threatened solicitation of
                   proxies or consents by or on behalf of a Person other than
                   the Board shall not be so considered as a member of the
                   Incumbent Board; or

            (iii)  The approval by the shareholders of the Company of a
                   reorganization, merger or consolidation or sale or other
                   disposition of all or substantially all of the assets of the
                   Company ("Corporate Transaction"); excluding, however, such a
                   Corporate Transaction pursuant to which (1) all or
                   substantially all of the individuals and entities who are the
                   beneficial owners, respectively, of the Outstanding Company
                   Common Stock and Outstanding Company Voting Securities
                   immediately prior to such Corporate Transaction will
                   beneficially own, directly or indirectly, more than 50% of,
                   respectively, the outstanding shares of common stock, and the
                   combined voting power of the then outstanding voting
                   securities entitled to vote generally in the election of
                   directors, as the case may be, of the corporation resulting
                   from such Corporate Transaction (including, without
                   limitation, a corporation which as a result of such
                   transaction owns the Company or all or substantially all of
                   the Company's assets, either directly or through one or more
                   subsidiaries) in substantially the same proportions as their
                   ownership, immediately prior to such Corporate Transaction,
                   of the Outstanding Company Common Stock and Outstanding
                   Company Voting Securities, as the case may be, (2) no Person
                   (other than the Company, any Herskovits Party, any employee
                   benefit plan (or related trust) sponsored or maintained by
                   the Company, by any corporation controlled by the Company, or
                   by such corporation resulting from such Corporate
                   Transaction) will beneficially own, directly or indirectly,
                   more than 25% of, respectively, the outstanding shares of
                   common stock of the corporation resulting from such Corporate
                   Transaction or the combined voting power of the outstanding
                   voting securities of such corporation entitled to vote
                   generally in the election of directors, except to the extent
                   that such ownership existed with respect to the Company prior
                   to the Corporate Transaction, and (3) individuals who were
                   members of the Board immediately prior to the approval by the
                   shareholders of the Corporation of such Corporate Transaction
                   will constitute at least a majority of the members of the
                   board of directors of the corporation resulting from such
                   Corporate Transaction; or

            (iv)   The approval by the shareholders of the Company of a complete
                   liquidation or dissolution of the Company, other than to a
                   corporation pursuant to a transaction which would comply with
                   clauses (1), (2) and (3) of subsection (iii) of this Section
                   7(b), assuming for this purpose that such transaction were a
                   Corporate Transaction.

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     (c)    CHANGE IN CONTROL PRICE. For purposes of the Plan, "Change in
            Control Price" means the highest of (i) the highest reported sales
            price, regular way, of a share of Stock in any transaction reported
            on the New York Stock Exchange Composite Tape or other national
            securities exchange on which such shares are listed or on Nasdaq, as
            applicable, during the 60-day period prior to and including the date
            of a Change in Control, (ii) if the Change in Control is the result
            of a tender or exchange offer or a Corporate Transaction, the
            highest price per share of Stock paid in such tender or exchange
            offer or Corporate Transaction, and (iii) the Fair Market Value of a
            share of Stock upon the Change in Control. To the extent that the
            consideration paid in any such transaction described above consists
            all or in part of securities or other non-cash consideration, the
            value of such securities or other non-cash consideration shall be
            determined in the sole discretion of the Board.

8.   MISCELLANEOUS.

     (a)    AMENDMENT. The Board may amend, alter, or discontinue the Plan, but
            no amendment, alteration or discontinuation shall be made which
            would adversely affect the rights of a Participant under an Award
            theretofore granted without the Participant's consent, except such
            an amendment (i) made to avoid an expense charge to the Company or
            an Affiliate, or (ii) made to permit the Company or an Affiliate a
            deduction under the Code. No such amendment shall be made without
            the approval of the Company's shareholders to the extent such
            approval is required by law, agreement or the rules of any stock
            exchange or market on which the Stock is listed.

            The Administrator may amend the terms of any Stock Option or other
            Award theretofore granted, prospectively or retroactively, but no
            such amendment shall adversely affect the rights of the holder
            thereof without the holder's consent.

     (b)    UNFUNDED STATUS OF PLAN. It is intended that this Plan be an
            "unfunded" plan for incentive and deferred compensation. The
            Administrator may authorize the creation of trusts or other
            arrangements to meet the obligations created under this Plan to
            deliver Stock or make payments, provided that, unless the
            Administrator otherwise determines, the existence of such trusts or
            other arrangements is consistent with the "unfunded" status of this
            Plan.

     (c)    GENERAL PROVISIONS.

            (i)    The Administrator may require each person purchasing or
                   receiving shares pursuant to an Award to represent to and
                   agree with the Company in writing that such person is
                   acquiring the shares without a view to the distribution
                   thereof. The certificates for such shares may include any
                   legend which the Administrator deems appropriate to reflect
                   any restrictions on transfer.

                   All certificates for shares of Stock or other securities
                   delivered under the Plan shall be subject to such stock
                   transfer orders and other restrictions as the

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                   Administrator may deem advisable under the rules, regulations
                   and other requirements of the Commission, any stock exchange
                   or market on which the Stock is then listed and any
                   applicable Federal or state securities law, and the
                   Administrator may cause a legend or legends to be put on any
                   such certificates to make appropriate reference to such
                   restrictions.

            (ii)   Nothing contained in the Plan shall prevent the Company or
                   any Affiliate from adopting other or additional compensation
                   arrangements for its employees.

            (iii)  The adoption of the Plan shall not confer upon any employee,
                   director, consultant or advisor any right to continued
                   employment, directorship or service, nor shall it interfere
                   in any way with the right of the Company or any Subsidiary or
                   Affiliate to terminate the employment or service of any
                   employee, consultant or advisor at any time.

            (iv)   No later than the date as of which an amount first becomes
                   includible in the gross income of the Participant for Federal
                   income tax purposes with respect to any Award under the Plan,
                   the Participant shall pay to the Company, or make
                   arrangements satisfactory to the Company regarding the
                   payment of, any Federal, state, local or foreign taxes of any
                   kind required by law to be withheld with respect to such
                   amount. Unless otherwise determined by the Administrator,
                   withholding obligations may be settled with Stock, including
                   Stock that is part of the Award that gives rise to the
                   withholding requirement. The obligations of the Company under
                   the Plan shall be conditional on such payment or
                   arrangements, and the Company, its Subsidiaries and its
                   Affiliates shall, to the extent permitted by law, have the
                   right to deduct any such taxes from any payment otherwise due
                   to the Participant. The Administrator may establish such
                   procedures as it deems appropriate for the settlement of
                   withholding obligations with Stock.

            (v)    The Administrator shall establish such procedures as it deems
                   appropriate for a Participant to designate a beneficiary to
                   whom any amounts payable in the event of the Participant's
                   death are to be paid.

            (vi)   Any amounts owed to the Company or an Affiliate by the
                   Participant of whatever nature may be offset by the Company
                   from the value of any shares of Stock, cash or other thing of
                   value under this Plan or an agreement to be transferred to
                   the Participant, and no shares of Stock, cash or other thing
                   of value under this Plan or an agreement shall be transferred
                   unless and until all disputes between the Company and the
                   Participant have been fully and finally resolved and the
                   Participant has waived all claims to such against the Company
                   or an Affiliate.

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<Page>

            (vii)  The grant of an Award shall in no way affect the right of the
                   Company 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.

            (viii) If any payment or right accruing to a Participant under this
                   Plan (without the application of this Section (8)(c)(viii)),
                   either alone or together with other payments or rights
                   accruing to the Participant from the Company or an Affiliate
                   ("Total Payments") would constitute an "excess parachute
                   payment" (as defined in Section 280G of the Code and
                   regulations thereunder), such payment or right shall be
                   reduced to the largest amount or greatest right that will
                   result in no portion of the amount payable or right accruing
                   under this Plan being subject to an excise tax under Section
                   4999 of the Code or being disallowed as a deduction under
                   Section 280G of the Code; provided, however, that the
                   foregoing shall not apply to the extent provided otherwise in
                   an Award or in the event the Participant is party to an
                   agreement with the Company or an Affiliate that explicitly
                   provides for an alternate treatment of payments or rights
                   that would constitute "excess parachute payments." The
                   determination of whether any reduction in the rights or
                   payments under this Plan is to apply shall be made by the
                   Administrator in good faith after consultation with the
                   Participant, and such determination shall be conclusive and
                   binding on the Participant. The Participant shall cooperate
                   in good faith with the Administrator in making such
                   determination and providing the necessary information for
                   this purpose. The foregoing provisions of this Section
                   8(c)(viii) shall apply with respect to any person only if,
                   after reduction for any applicable Federal excise tax imposed
                   by Section 4999 of the Code and Federal income tax imposed by
                   the Code, the Total Payments accruing to such person would be
                   less than the amount of the Total Payments as reduced, if
                   applicable, under the foregoing provisions of this Plan and
                   after reduction for only Federal income taxes.

            (ix)   To the extent that the Administrator determines that the
                   restrictions imposed by the Plan preclude the achievement of
                   the material purposes of the Awards in jurisdictions outside
                   the United States, the Administrator in its discretion may
                   modify those restrictions as it determines to be necessary or
                   appropriate to conform to applicable requirements or
                   practices of jurisdictions outside of the United States.

            (x)    The headings contained in this Plan are for reference
                   purposes only and shall not affect the meaning or
                   interpretation of this Plan.

            (xi)   If any provision of this Plan shall for any reason be held to
                   be invalid or unenforceable, such invalidity or
                   unenforceability shall not effect any other

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<Page>

                   provision hereby, and this Plan shall be construed as if such
                   invalid or unenforceable provision were omitted.

            (xii)  This Plan shall inure to the benefit of and be binding upon
                   each successor and assign of the Company. All obligations
                   imposed upon a Participant, and all rights granted to the
                   Company hereunder, shall be binding upon the Participant's
                   heirs, legal representatives and successors.

            (xiii) This Plan and each agreement granting an Award constitute the
                   entire agreement with respect to the subject matter hereof
                   and thereof, provided that in the event of any inconsistency
                   between this Plan and such agreement, the terms and
                   conditions of the Plan shall control.

            (xiv)  In the event there is an effective registration statement
                   under the Securities Act pursuant to which shares of Stock
                   shall be offered for sale in an underwritten offering, a
                   Participant shall not, during the period requested by the
                   underwriters managing the registered public offering, effect
                   any public sale or distribution of shares of Stock received,
                   directly or indirectly, as an Award or pursuant to the
                   exercise or settlement of an Award.

            (xv)   None of the Company, an Affiliate or the Administrator shall
                   have any duty or obligation to disclose affirmatively to a
                   record or beneficial holder of Stock or an Award, and such
                   holder shall have no right to be advised of, any material
                   information regarding the Company or any Affiliate at any
                   time prior to, upon or in connection with receipt or the
                   exercise of an Award or the Company's purchase of Stock or an
                   Award from such holder in accordance with the terms hereof.

            (xvi)  This Plan, and all Awards, agreements and actions hereunder,
                   shall be governed by, and construed in accordance with, the
                   laws of the state of Delaware (other than its law respecting
                   choice of law).

9.   DEFERRAL OF AWARDS.

The Administrator (in its sole discretion) may permit a Participant to:

     (a)    have cash that otherwise would be paid to such Participant as a
            result of the exercise of a Stock Appreciation Right or the
            settlement of a Stock Award credited to a deferred compensation
            account established for such Participant by the Administrator as an
            entry on the Company's books;

     (b)    have Stock that otherwise would be delivered to such Participant as
            a result of the exercise of a Stock Option or a Stock Appreciation
            Right converted into an equal number of Stock units; or

                                       16
<Page>

     (c)    have Stock that otherwise would be delivered to such Participant as
            a result of the exercise of a Stock Option or Stock Appreciation
            Right or the settlement of a Stock Award converted into amounts
            credited to a deferred compensation account established for such
            Participant by the Administrator as an entry on the Company's books.
            Such amounts shall be determined by reference to the Fair Market
            Value of the Stock as of the date on which they otherwise would have
            been delivered to such Participant.

A deferred compensation account established under this Section 9 may be credited
with interest or other forms of investment return, as determined by the
Administrator. A Participant for whom such an account is established shall have
no rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of awards is
permitted or required, the Administrator (in its sole discretion) may establish
rules, procedures and forms pertaining to such awards, including (without
limitation) the settlement of deferred compensation accounts established under
this Section 9.

10.  DEFINITIONS.

For purposes of this Plan, the following terms are defined as set forth below:

     (a)    "AFFILIATE" means a corporation or other entity controlled by the
            Company and designated by the Administrator as such.

     (b)    "AWARD" means a Stock Appreciation Right, Stock Option or Stock
            Award.

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

     (d)    "CAUSE" means (i) the conviction of the Participant for committing a
            felony under Federal law or the law of the state in which such
            action occurred, (ii) dishonesty in the course of fulfilling the
            Participant's duties as an employee or director of, or consultant or
            advisor to, the Company or (iii) willful and deliberate failure on
            the part of the Participant to perform such duties in any material
            respect. Notwithstanding the foregoing, if the Participant and the
            Company or the Affiliate have entered into an employment or services
            agreement which defines the term "Cause" (or a similar term), such
            definition shall govern for purposes of determining whether such
            Participant has been terminated for Cause for purposes of this Plan.
            The determination of Cause shall be made by the Administrator, in
            its sole discretion.

     (e)    "CODE" means the Internal Revenue Code of 1986, as amended from time
            to time, and any successor thereto.

     (f)    "COMMISSION" means the Securities and Exchange Commission or any
            successor agency.

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<Page>

     (g)    "COMMITTEE" means a committee of Directors appointed by the Board to
            administer this Plan. With respect to Options granted at the time
            the Company is publicly held, if any, insofar as the Committee is
            responsible for granting Options to Participants hereunder, it shall
            consist solely of two or more directors, each of whom is a
            "Non-Employee Director" within the meaning of Rule 16b-3 and each of
            whom is also an "outside director" under Section 162(m) of the Code.

     (h)    "COMPANY" means Natural Golf Corporation, an Illinois corporation.

     (i)    "DIRECTOR" means a member of the Company's Board of Directors.

     (j)    "DISABILITY" means mental or physical illness that entitles the
            Participant to receive benefits under the long-term disability plan
            of the Company or an Affiliate, or if the Participant is not covered
            by such a plan or the Participant is not an employee of the Company
            or an Affiliate, a mental or physical illness that renders a
            Participant totally and permanently incapable of performing the
            Participant's duties for the Company or an Affiliate; provided,
            however, that a Disability shall not qualify under this Plan if it
            is the result of (i) a willfully self-inflicted injury or willfully
            self-induced sickness; or (ii) an injury or disease contracted,
            suffered or incurred while participating in a criminal offense.
            Notwithstanding the foregoing, if the Participant and the Company or
            an Affiliate have entered into an employment or services agreement
            which defines the term "Disability" (or a similar term), such
            definition shall govern for purposes of determining whether such
            Participant suffers a Disability for purposes of this Plan. The
            determination of Disability shall be made by the Administrator, in
            its sole discretion. The determination of Disability for purposes of
            this Plan shall not be construed to be an admission of disability
            for any other purpose.

     (k)    "EFFECTIVE DATE" means July 1, 2003.

     (l)    "ELIGIBLE INDIVIDUAL" means any officer, employee or director of the
            Company or a Subsidiary or Affiliate, or any consultant or advisor
            providing services to the Company or a Subsidiary or Affiliate.

     (m)    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
            from time to time, and any successor thereto.

     (n)    "FAIR MARKET VALUE" means, as of any given date, the fair market
            value of the Stock as determined by the Administrator or under
            procedures established by the Administrator. Unless otherwise
            determined by the Administrator:

            (i)    For purposes of any Award made as of the Underwriting Date,
                   the Fair Market Value shall be deemed to be equal to the
                   price per share at which the Stock is to be sold to the
                   public in the initial public offering of the Stock; and

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<Page>

            (ii)   After the Underwriting Date, the Fair Market Value per share
                   shall be the closing bid or sales price per share of the
                   Stock on a primary exchange or quotation system on which the
                   Stock is listed or posted for quotation on the date as of
                   which such value is being determined or the last previous day
                   on which a sale was reported.

     (o)    "FAMILY MEMBER" means any child, stepchild, grandchild, parent,
            stepparent, grandparent, spouse, former spouse, sibling, niece,
            nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
            brother-in-law or sister-in-law of a Participant (including adoptive
            relationships); any person sharing the Participant's household
            (other than a tenant or employee); any trust in which the
            Participant and any of these persons have all of the beneficial
            interest; any foundation in which the Participant and any of these
            persons control the management of the assets; any corporation,
            partnership, limited liability company or other entity in which the
            Participant and any of these other persons are the direct and
            beneficial owners of all of the equity interests (provided the
            Participant and these other persons agree in writing to remain the
            direct and beneficial owners of all such equity interests); and any
            personal representative of the Participant upon the Participant's
            death for purposes of administration of the Participant's estate or
            upon the Participant's incompetency for purposes of the protection
            and management of the assets of the Participant.

     (p)    "HERSKOVITS PARTY" means Thomas Herskovits and any of his Family
            Members (assuming for purposes of that definition that he is a
            "Participant").

     (q)    "INCENTIVE STOCK OPTION" means any Stock Option intended to be and
            designated as an "incentive stock option" within the meaning of
            Section 422 of the Code.

     (r)    "NON-EMPLOYEE DIRECTOR" means a Director who is not an officer or
            employee of the Company.

     (s)    "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
            Incentive Stock Option.

     (t)    "OPTIONEE" means a person who holds a Stock Option.

     (u)    "PARTICIPANT" means a person granted an Award.

     (v)    "REPRESENTATIVE" means (i) the person or entity acting as the
            executor or administrator of a Participant's estate pursuant to the
            last will and testament of a Participant or pursuant to the laws of
            the jurisdiction in which the Participant had his or her primary
            residence at the date of the Participant's death; (ii) the person or
            entity acting as the guardian or temporary guardian of a
            Participant; (iii) the person or entity which is the beneficiary of
            the Participant upon or following the Participant's death; or (iv)
            any person to whom an Option has been transferred with the
            permission of the Administrator or by operation of law; provided
            that only one of the foregoing shall be

                                       19
<Page>

            the Representative at any point in time as determined under
            applicable law and recognized by the Administrator.

     (w)    "RETIREMENT" means retirement from active employment under a pension
            plan of the Company or any subsidiary or Affiliate, or under an
            employment contract with any of them, or termination of employment
            or provision of services at or after age 55 under circumstances
            which the Administrator, in its sole discretion, deems equivalent to
            retirement.

     (x)    "STOCK" means common stock, no par value, of the Company.

     (y)    "STOCK APPRECIATION RIGHT" means a right granted under Section 5.

     (z)    "STOCK AWARD" means an Award, other than a Stock Option or Stock
            Appreciation Right, made in Stock or denominated in shares of Stock.

     (aa)   "STOCK OPTION" means an option granted under Section 4.

     (bb)   "SUBSIDIARY" means any company during any period in which it is a
            "subsidiary corporation" (as such term is defined in Section 424(f)
            of the Code) with respect to the Company.

     (cc)   "TEN PERCENT HOLDER" means an individual who owns, or is deemed to
            own, stock possessing more than 10% of the total combined voting
            power of all classes of stock of the Company or of any parent or
            subsidiary corporation of the Company, determined pursuant to the
            rules applicable to Section 422(b)(6) of the Code.

     (dd)   "UNDERWRITING AGREEMENT" means the agreement between the Company and
            the underwriters or placement agents managing the initial public
            offering of the Stock.

     (ee)   "UNDERWRITING DATE" means the date on which the Underwriting
            Agreement is executed in connection with an initial public offering
            of the Stock.

In addition, certain other terms used herein have the definitions given to them
in the first places in which they are used.


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