Exhibit 4.1

                         Money Centers of America, Inc.
                 AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
                        (EFFECTIVE AS OF JANUARY 2, 2004)

ARTICLE I
                                     PURPOSE

         Money Centers of America, Inc. (the "Company") merged with iGames
Entertainment, Inc. on October 15, 2004 and was the surviving entity. Pursuant
to the terms of the merger, the Company assumed and adopted the iGames
Entertainment, Inc. Amended and Restated 2003 Stock Incentive Plan (the "Plan").
The purpose of the Plan is to enhance the profitability and value of iGames
Entertainment, Inc. (the "Company") for the benefit of its stockholders by
enabling the Company (i) to offer employees and consultants of the Company and
its Affiliates stock based incentives and other equity interests in the Company,
thereby creating a means to raise the level of stock ownership by employees and
consultants in order to attract, retain and reward such employees and
consultants and strengthen the mutuality of interests between employees or
consultants and the Company's stockholders and (ii) to offer equity based awards
to non-employee directors thereby attracting, retaining and rewarding such
non-employee directors and strengthening the mutuality of interests between
non-employee directors and the Company's stockholders.

ARTICLE II
                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

     2.1 "Affiliate" shall mean, other than the Company,  each of the following:
(i) any Subsidiary;  (ii) any Parent;  (iii) any corporation,  trade or business
(including,  without  limitation,  a partnership or limited  liability  company)
which is directly or indirectly  controlled fifty percent (50%) or more (whether
by  ownership of stock,  assets or an  equivalent  ownership  interest or voting
interest) by the Company or one of its  Affiliates;  and (iv) any other  entity,
approved by the  Committee as an Affiliate  under the Plan, in which the Company
or any of its Affiliates has a material equity interest.

     2.2 "Award" shall mean any award under this Plan of any Stock Option, Stock
Appreciation  Right or Restricted  Stock.  All Awards shall be confirmed by, and
subject to the terms of, a written  agreement  executed  by the  Company and the
Participant.

     2.3 "Board" shall mean the Board of Directors of the Company.

     2.4 "Cause"  shall mean,  with respect to a  Participant's  Termination  of
Employment or Termination of  Consultancy,  unless  otherwise  determined by the
Committee at grant, or, if no rights of the Participant are reduced, thereafter:
(i) in the case where there is no employment  agreement,  consulting  agreement,
change in control  agreement or similar  agreement in effect between the Company
or an Affiliate  and the  Participant  at the time of the grant of the Award (or
where  there is such an  agreement  but it does not define  "cause" (or words of
like  import)),   termination   due  to  a  Participant's   dishonesty,   fraud,
insubordination, willful misconduct, refusal to perform services (for any reason
other than illness or  incapacity) or materially  unsatisfactory  performance of
his or her duties for the Company as  determined  by the  Committee  in its sole
discretion;  or  (ii)  in the  case  where  there  is an  employment  agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the grant
of the Award that defines  "cause" (or words of like  import),  as defined under
such  agreement;  provided,  however,  that with  regard to any  agreement  that
conditions  "cause" on  occurrence  of a change in control,  such  definition of
"cause" shall not apply until a change in control  actually takes place and then
only with regard to a termination  thereafter.  With respect to a  Participant's
Termination  of  Directorship,  Cause  shall  mean an act or failure to act that
constitutes  "cause" for removal of a director under  applicable state corporate
law.

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     2.5 "Change in Control" shall have the meaning set forth in Article XI.

     2.6 "Code" shall mean the Internal  Revenue Code of 1986,  as amended.  Any
reference to any section of the Code shall also be a reference to any  successor
provision and any Treasury regulation thereunder.

     2.7  "Committee"  shall mean a committee of the Board that may be appointed
from time to time by the Board.  To the  extent  determined  appropriate  by the
Board,  or to the extent  required  under Rule 16b-3 and  Section  162(m) of the
Code, such committee shall consist of two or more non-employee  directors,  each
of whom shall be a non-employee director as defined in Rule 16b-3 and an outside
director  as defined  under  Section  162(m) of the Code.  To the extent that no
Committee  exists which has the authority to administer  the Plan, the functions
of the  Committee  shall  be  exercised  by the  Board.  If for any  reason  the
appointed  Committee  does not meet the  requirements  of Rule  16b-3 or Section
162(m) of the Code, such  noncompliance  with the  requirements of Rule 16b-3 or
Section 162(m) of the Code shall not affect the validity of the awards,  grants,
interpretations  or  other  actions  of  the  Committee.   Notwithstanding   the
foregoing,  with  respect  to  the  application  of  the  Plan  to  non-employee
directors, Committee shall mean the Board.

     2.8 "Common Stock" shall mean the Company's  common stock,  par value $.001
per share, of the Company.

     2.9 "Company" shall mean iGames Entertainment, Inc., a Nevada corporation.

     2.10 "Consultant" shall mean any advisor or consultant to the Company or an
Affiliate who is eligible  pursuant to Article V to be granted Awards under this
Plan.

     2.11 "Disability" shall mean total and permanent disability,  as defined in
Section 22(e)(3) of the Code.

     2.12 "Eligible  Employees"  shall mean the employees of the Company and its
Affiliates  who are  eligible  pursuant to Article V to be granted  Awards under
this Plan. Notwithstanding the foregoing, with respect to the grant of Incentive
Stock Options,  Eligible Employees shall mean the employees of the Company,  its
Subsidiaries  and its  Parents  who are  eligible  pursuant  to  Article V to be
granted Stock Options under the Plan.

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

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     2.14 "Fair  Market  Value" for  purposes  of this  Plan,  unless  otherwise
required  by any  applicable  provision  of the Code or any  regulations  issued
thereunder,  shall mean, as of any given date: (i) if the Common Stock is listed
on a national  securities  exchange or quoted on the Nasdaq National Market, the
Nasdaq  SmallCap  Market or the Nasdaq  Bulletin Board  Exchange,  the last sale
price of the Common Stock in the principal  trading  market for the Common Stock
on such date, as reported by the exchange or Nasdaq, as the case may be; (ii) if
the Common  Stock is not listed on a national  securities  exchange or quoted on
the  Nasdaq  National  Market or Nasdaq  SmallCap  Market,  but is traded in the
over-the-counter  market,  the  closing  bid price for the Common  Stock on such
date, as reported by the OTC Bulletin  Board or the National  Quotation  Bureau,
Incorporated  or similar  publisher  of such  quotations;  and (iii) if the fair
market value of the Common Stock cannot be determined  pursuant to clause (i) or
(ii) above, such price as the Committee shall determine, in good faith, based on
reasonable  methods set forth under Section 422 of the Code and the  regulations
thereunder  including.  For purposes of the grant of any Award,  the  applicable
date shall be the date on which the Award is granted  or, in the case of a Stock
Appreciation  Right,  the date a notice of exercise is received by the Committee
or, if the sale of Common  Stock shall not have been  reported or quoted on such
date, the first day prior thereto on which the sale of Common Stock was reported
or quoted.

     2.15  "Good  Reason"  with  respect  to  a  Participant's   Termination  of
Employment or Termination of Consultancy  shall mean (i) in the case where there
is no employment agreement, consulting agreement, change in control agreement or
similar  agreement  in  effect  between  the  Company  or an  Affiliate  and the
Participant  at the time of the grant of the  Award  (or where  there is such an
agreement  but it does not define "Good Reason" (or words of like  import)),  or
where "Good Reason" is not otherwise  determined by the Committee at grant,  or,
if no rights of the Participant are reduced, thereafter, a voluntary termination
due to "good reason," as the Committee, in its sole discretion, decides to treat
as a Good Reason  termination,  or (ii) in the case where there is an employment
agreement,   consulting  agreement,  change  in  control  agreement  or  similar
agreement in effect  between the Company or an Affiliate and the  Participant at
the time of the grant of the Award that defines  "good reason" (or words of like
import), as defined under such agreement; provided, however, that with regard to
any  agreement  that  conditions  "good  reason"  on  occurrence  of a change in
control,  such  definition  of "good  reason"  shall not apply until a change in
control  actually  takes  place  and then  only  with  regard  to a  termination
thereafter.

     2.16  "Incentive  Stock Option"  shall mean any Stock Option  awarded under
this Plan intended to be and  designated as an "Incentive  Stock Option"  within
the meaning of Section 422 of the Code.

     2.17 "Limited  Stock  Appreciation  Right" shall mean an Award of a limited
Tandem Stock  Appreciation  Right or a Non-Tandem Stock  Appreciation Right made
pursuant to Section 8.5 of this Plan.

     2.18 "Non-Qualified Stock Option" shall mean any Stock Option awarded under
this Plan that is not an Incentive Stock Option.

     2.19 "Non-Tandem Stock Appreciation  Right" shall mean a Stock Appreciation
Right  entitling a Participant  to receive an amount in cash or Common Stock (as
determined by the Committee in its sole discretion)  equal to the excess of: (i)
the Fair  Market  Value of a share of Common  Stock as of the date such right is
exercised, over (ii) the aggregate exercise price of such right.

     2.20 "Parent"  shall mean any parent  corporation of the Company within the
meaning of Section 424(e) of the Code.

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     2.21  "Participant"  shall mean the following  persons to whom an Award has
been made pursuant to this Plan:  Eligible Employees of, and Consultants to, the
Company and its Affiliates and non-employee directors of the Company;  provided,
however,  that non-employee  directors shall be Participants for purposes of the
Plan solely with respect to Awards pursuant to Article IX.

     2.22 "Restricted Stock" shall mean an award of shares of Common Stock under
the Plan that is subject to restrictions under Article VII.

     2.23  "Restriction  Period"  shall have the meaning set forth in Subsection
7.3(a) with respect to Restricted Stock for Eligible Employees.

     2.24 "Retirement" with respect to a Participant's Termination of Employment
or  Termination  of  Consultancy,  shall mean a  Termination  of  Employment  or
Termination of Consultancy  without Cause from the Company by a Participant  who
has attained (i) at least age  sixty-five  (65); or (ii) such earlier date after
age  fifty-five  (55) as may be  approved by the  Committee  with regard to such
Participant.  With  respect  to a  Participant's  Termination  of  Directorship,
Retirement  shall mean the failure to stand for  reelection or the failure to be
reelected after a Participant has attained age sixty-five (65).

     2.25 "Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provisions.

     2.26   "Section   162(m)  of  the  Code"  shall  mean  the   exception  for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.

     2.27 "Stock  Appreciation  Right" shall mean the right pursuant to an Award
granted  under Article  VIII. A Tandem Stock  Appreciation  Right shall mean the
right to  surrender  to the  Company  all (or a  portion)  of a Stock  Option in
exchange  for an  amount  in cash or stock  equal to the  excess of (i) the Fair
Market  Value,  on the date such  Stock  Option  (or such  portion  thereof)  is
surrendered,  of the Common Stock  covered by such Stock Option (or such portion
thereof),  over (ii) the aggregate  exercise price of such Stock Option (or such
portion thereof).  A Non-Tandem Stock Appreciation Right shall mean the right to
receive an amount in cash or stock  equal to the  excess of (x) the Fair  Market
Value of a share of Common Stock on the date such right is  exercised,  over (y)
the aggregate  exercise price of such right,  other than on surrender of a Stock
Option.

     2.28 "Stock Option" or "Option" shall mean any Option to purchase shares of
Common Stock granted to Eligible Employees or Consultants pursuant to Article VI
or non-employee directors pursuant to Article IX.

     2.29  "Subsidiary"  shall  mean  any  corporation  that  is  defined  as  a
subsidiary corporation in Section 424(f) of the Code.

     2.30 "Ten Percent  Stockholder"  shall mean a person owning Common Stock of
the Company  possessing more than ten percent (10%) of the total combined voting
power of all  classes  of stock of the  Company,  its  Subsidiaries  and/or  its
Parents in the manner provided under Section 422 of the Code.

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     2.31   "Termination  of  Consultancy"   shall  mean,  with  respect  to  an
individual,  that the  individual  is no longer  acting as a  Consultant  to the
Company or an Affiliate.  In the event an entity shall cease to be an Affiliate,
there shall be deemed a Termination  of Consultancy of any individual who is not
otherwise  a  Consultant  of the  Company or another  Affiliate  at the time the
entity  ceases to be an  Affiliate.  In the event that a  Consultant  becomes an
Eligible Employee upon the termination of his consultancy, the Committee, in its
sole and absolute  discretion,  may determine that no Termination of Consultancy
shall be  deemed to occur  until  such  time as such  Consultant  is no longer a
Consultant or an Eligible Employee.

     2.32   "Termination  of  Directorship"   shall  mean,  with  respect  to  a
non-employee  director,  that  the  non-employee  director  has  ceased  to be a
director of the Company.

     2.33 "Termination of Employment,"  except as provided in the next sentence,
shall mean (i) a  termination  of service (for reasons  other than a military or
personal  leave of absence  granted by the  Company) of a  Participant  from the
Company  and its  Affiliates;  or (ii)  when an  entity  which  is  employing  a
Participant ceases to be an Affiliate,  unless the Participant thereupon becomes
employed  by the  Company or another  Affiliate.  In the event that an  Eligible
Employee  becomes a  Consultant  upon the  termination  of his  employment,  the
Committee,  in  its  sole  and  absolute  discretion,   may  determine  that  no
Termination  of  Employment  shall be  deemed to occur  until  such time as such
Eligible  Employee  is no longer  an  Eligible  Employee  or a  Consultant.  The
Committee may otherwise define Termination of Employment in the Option grant or,
if no rights of the Participant are reduced, may otherwise define Termination of
Employment  thereafter,  including,  but not limited to, defining Termination of
Employment  with regard to entities  controlling,  under common  control with or
controlled by the Company rather than just the Company and its Affiliates and/or
entities that provide  substantial  services to the Company or its Affiliates to
which  the  Participant  has  transferred  directly  from  the  Company  or  its
Affiliates at the request of the Company.

     2.34 "Transfer" or "Transferred" shall mean anticipate,  alienate,  attach,
sell, assign, pledge, encumber, charge or otherwise transfer.

                                   ARTICLE III
                                 ADMINISTRATION

     3.1 THE COMMITTEE.  The Plan shall be  administered  and interpreted by the
Committee.

     3.2 AWARDS.  The Committee shall have full authority to grant,  pursuant to
the terms of this Plan, (i) Stock Options,  (ii) Stock Appreciation Rights, both
Tandem and  Non-Tandem  and (iii)  Restricted  Stock to Eligible  Employees  and
Consultants.  Awards may be granted to  non-employee  directors  of the  Company
pursuant to Article IX. In particular, the Committee shall have the authority:

          (a) to select the Eligible  Employees  and  Consultants  to whom Stock
Options, Stock Appreciation Rights and Restricted Stock may from time to time be
granted hereunder;

          (b) to  determine  whether and to what  extent  Stock  Options,  Stock
Appreciation  Rights and Restricted  Stock or any combination  thereof are to be
granted hereunder to one or more Eligible Employees or Consultants;

          (c) to  determine,  in  accordance  with the terms of this  Plan,  the
number of shares of Common  Stock to be  covered  by each  Award to an  Eligible
Employee or Consultant granted hereunder;

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<PAGE>

          (d) to determine the terms and conditions,  not inconsistent  with the
terms of this Plan,  of any Award granted  hereunder to an Eligible  Employee or
Consultant  (including,  but not limited to, the exercise or purchase  price (if
any),  any  restriction  or  limitation,  any vesting  schedule or  acceleration
thereof, or any forfeiture  restrictions or waiver thereof,  regarding any Stock
Option or other Award, and the shares of Common Stock relating thereto, based on
such factors, if any, as the Committee shall determine, in its sole discretion);

          (e) to determine  whether and under what  circumstances a Stock Option
may be settled in cash,  Common Stock and/or  Restricted  Stock under Subsection
6.3(d) or, with  respect to Stock  Options  granted to  non-employee  directors,
Section 9.4(c);

          (f) to determine whether,  to what extent and under what circumstances
to provide loans (which shall be on a recourse basis and shall bear a reasonable
rate of interest) to Eligible  Employees  and  Consultants  in order to exercise
Options under the Plan;

          (g) to modify, extend or renew a Stock Option,  subject to Article XII
hereof,  provided,  however,  that if a Stock  Option is  modified,  extended or
renewed and thereby  deemed to be the  issuance of a new Stock  Option under the
Code or the applicable accounting rules, the exercise price of such Stock Option
may continue to be the original exercise price even if less than the Fair Market
Value  of the  Common  Stock  at the  time of such  modification,  extension  or
renewal;

          (h) to determine  whether a Stock Option is an Incentive  Stock Option
or Non-Qualified  Stock Option,  whether a Stock  Appreciation Right is a Tandem
Stock  Appreciation  Right or Non-Tandem Stock  Appreciation Right or whether an
Award is intended to satisfy Section 162(m) of the Code;

          (i)  to  determine   whether  to  require  an  Eligible   Employee  or
Consultant,  as a  condition  of the  granting  of any  Award,  to not  sell  or
otherwise dispose of shares acquired pursuant to the exercise of an Option or as
an Award  for a  period  of time as  determined  by the  Committee,  in its sole
discretion, following the date of the acquisition of such Option or Award;

          (j) to  determine  whether  a Stock  Appreciation  Right is  Tandem or
Non-Tandem; and

          (k)  to  grant  Awards  under  the  Plan  as a  conversion  from,  and
replacement  of,  comparable  stock  options,   stock  appreciation   rights  or
restricted  stock  held by  employees  of another  entity  who  become  Eligible
Employees of, or Consultants  to, the Company or an Affiliate as the result of a
merger  or  consolidation  of  the  employing  entity  with  the  Company  or an
Affiliate,  or as the result of the  acquisition  by the  Company of property or
stock of the  employing  corporation.  The Company  may direct that  replacement
Awards be  granted  on such  terms and  conditions  as the  Committee  considers
appropriate  in  the  circumstances,   including,   without   limitation,   that
Non-Qualified Stock Options shall be granted in lieu of Incentive Stock Options.

     3.3 GUIDELINES. Subject to Article XII hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative  rules,  guidelines and
practices governing this Plan and perform all acts,  including the delegation of
its  administrative  responsibilities,  as it  shall,  from  time to time,  deem
advisable;  to construe and interpret the terms and  provisions of this Plan and
any Award issued under this Plan (and any agreements  relating thereto);  and to
otherwise  supervise the  administration of this Plan. The Committee may correct
any defect,  supply any omission or reconcile any  inconsistency in this Plan or
in any agreement  relating thereto in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action
would be permitted  under the  applicable  provisions of Rule 16b-3 (if any) and
the applicable  provisions of Section 162(m) of the Code (if any). The Committee
may adopt special  guidelines and provisions for persons who are residing in, or
subject to the taxes of,  countries  other than the United States to comply with
applicable tax and securities laws. If, or to the extent  applicable,  this Plan
is  intended  to  comply  with  Section  162(m)  of the Code and the  applicable
requirements of Rule 16b-3 and shall be limited,  construed and interpreted in a
manner so as to comply therewith.

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     3.4 DECISIONS FINAL. Any decision,  interpretation  or other action made or
taken in good faith by or at the  direction  of the Company,  the Board,  or the
Committee (or any of its members)  arising out of or in connection with the Plan
shall be within the absolute discretion of all and each of them, as the case may
be, and shall be final,  binding and conclusive on the Company and all employees
and  Participants  and  their  respective  heirs,   executors,   administrators,
successors  and assigns.  The  Committee  shall not be bound to any standards of
uniformity or similarity of action,  interpretation  or conduct in the discharge
of its duties  hereunder,  regardless of the apparent  similarity of the matters
coming before it.

     3.5  RELIANCE ON  COUNSEL.  The  Company,  the Board or the  Committee  may
consult with legal counsel, who may be counsel for the Company or other counsel,
with  respect to its  obligations  or duties  hereunder,  or with respect to any
action or  proceeding  or any  question  of law,  and  shall not be liable  with
respect to any action  taken or  omitted  by it in good  faith  pursuant  to the
advice of such counsel.

     3.6 PROCEDURES.  If the Committee is appointed, the Board may designate one
of the  members  of the  Committee  as  chairman  and the  Committee  shall hold
meetings,  subject to the By-Laws of the Company, at such times and places as it
shall deem  advisable.  A majority of the Committee  members shall  constitute a
quorum.  All  determinations of the Committee shall be made by a majority of its
members.  Any  decision  or  determination  reduced to writing and signed by all
Committee  members in accordance  with the By-Laws of the Company shall be fully
effective  as if it had been made by a vote at a meeting  duly  called and held.
The  Committee  shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.

     3.7 DESIGNATION OF CONSULTANTS--LIABILITY.

          (a)  The  Committee  may  designate   employees  of  the  Company  and
professional  advisors to assist the Committee in the administration of the Plan
and may grant authority to employees to execute agreements or other documents on
behalf of the Committee.

          (b) The  Committee  may employ  such legal  counsel,  consultants  and
agents as it may deem desirable for the  administration of the Plan and may rely
upon  any  opinion  received  from  any  such  counsel  or  consultant  and  any
computation received from any such consultant or agent. Expenses incurred by the
Committee or Board in the  engagement of any such  counsel,  consultant or agent
shall  be paid  by the  Company.  The  Committee,  its  members  and any  person
designated  pursuant  to  paragraph  above shall not be liable for any action or
determination made in good faith with respect to the Plan.

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         To the maximum extent permitted by applicable law, no officer of the
Company or member or former member of the Committee or of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award granted under it. To the maximum extent permitted by
applicable law and the Certificate of Incorporation and By-Laws of the Company
and to the extent not covered by insurance, each employee of the Company and
member or former member of the Committee or of the Board shall be indemnified
and held harmless by the Company against any cost or expense (including
reasonable fees of counsel reasonably acceptable to the Company) or liability
(including any sum paid in settlement of a claim with the approval of the
Company), and advanced amounts necessary to pay the foregoing at the earliest
time and to the fullest extent permitted, arising out of any act or omission to
act in connection with the Plan, except to the extent arising out of such
officer's, member's or former member's own fraud or bad faith. Such
indemnification shall be in addition to any rights of indemnification the
employees, officers, directors or members or former officers, directors or
members may have under applicable law or under the Certificate of Incorporation
or By-Laws of the Company or Affiliate. Notwithstanding anything else herein,
this indemnification will not apply to the actions or determinations made by an
individual with regard to Awards granted to him or her under this Plan.

                                   ARTICLE IV
                           SHARE AND OTHER LIMITATIONS

     4.1 SHARES.

               (a) GENERAL LIMITATION.  The aggregate number of shares of Common
Stock which may be issued or used for reference purposes under this Plan or with
respect to which other Awards may be granted shall not exceed  10,000,000 shares
(subject  to any  increase or  decrease  pursuant  to Section  4.2) which may be
either  authorized and unissued Common Stock or Common Stock held in or acquired
for the treasury of the Company.

                           If any  Option or Stock  Appreciation Right  granted
under this Plan expires, terminates or is canceled for any reason without having
been exercised in full or, with respect to Options,  the Company repurchases any
Option  pursuant  to  Section  6.3(f),  the  number of  shares  of Common  Stock
underlying the repurchased  Option,  and/or the number of shares of Common Stock
underlying any  unexercised  Stock  Appreciation  Right or Option shall again be
available  for the  purposes  of  Awards  under  the  Plan.  If a  Tandem  Stock
Appreciation  Right or a Limited Stock  Appreciation  Right is granted in tandem
with an Option,  such grant shall only apply once against the maximum  number of
shares of Common Stock that may be issued under this Plan.  In  determining  the
number of shares of Common  Stock  available  for Awards  other  than  Awards of
Incentive  Stock  Options,  if Common Stock has been delivered or exchanged by a
Participant as full or partial  payment to the Company for the exercise price or
for withholding  taxes, in connection with the exercise of a Stock Option or the
number shares of Common Stock otherwise deliverable has been reduced for full or
partial payment for the exercise price or for withholding  taxes,  the number of
shares of Common Stock delivered,  exchanged or reduced shall again be available
for purposes of Awards under this Plan.

                           In the event Awards are granted to employees or
Consultants pursuant to Section 3.2(k), the aggregate number of shares of Common
Stock  available  under the Plan for Awards other than  Incentive  Stock Options
shall be  increased  by the number of shares of Common Stock which may be issued
or used for reference with respect to those Awards  granted  pursuant to Section
3.2(k).  The maximum  number of shares of Common Stock which may be issued under
this Plan  with  respect  to  Incentive  Stock  Options  shall not be  increased
(subject to any increase or decrease pursuant to Section 4.2).

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          (b) INDIVIDUAL PARTICIPANT LIMITATIONS.

                    (i) The maximum  number of shares of Common Stock subject to
any Option which may be granted  under this Plan to each  Participant  shall not
exceed 5,000,000 shares (subject to any increase or decrease pursuant to Section
4.2) during each fiscal year of the Company.

                    (ii) There are no annual individual Participant  limitations
on Restricted Stock.

                    (iii) The maximum  number of shares of Common Stock  subject
to any Stock  Appreciation  Right  which may be granted  under this Plan to each
Participant  shall not exceed  5,000,000  shares  (subject  to any  increase  or
decrease  pursuant to Section 4.2) during each fiscal year of the Company.  If a
Tandem Stock  Appreciation  Right or Limited Stock Appreciation Right is granted
in tandem with an Option it shall apply  against  the  Participant's  individual
share limitations for both Stock Appreciation Rights and Options.

                    (iv) The  individual  Participant  limitations  set forth in
this Section 4.1(b) shall be  cumulative;  that is, to the extent that shares of
Common  Stock for which  Awards  are  permitted  to be  granted  to an  Eligible
Employee  or a  Consultant  during a fiscal  year are not covered by an Award to
such Eligible  Employee or Consultant in a fiscal year,  the number of shares of
Common Stock available for Awards to such Eligible  Employee or Consultant shall
automatically  increase in the  subsequent  fiscal  years during the term of the
Plan until used.

     4.2 CHANGES.

          (a) The existence of the Plan and the Awards granted  hereunder  shall
not affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital  structure or its business,  any merger or
consolidation of the Company or its Affiliates,  any issue of bonds, debentures,
preferred or prior  preference  stock ahead of or affecting  Common  Stock,  the
dissolution  or  liquidation  of the  Company  or its  Affiliates,  any  sale or
transfer of all or part of its assets or business or any other  corporate act or
proceeding.

          (b) In the  event of any  such  change  in the  capital  structure  or
business of the Company by reason of any stock dividend or  distribution,  stock
split  or  reverse  stock  split,  recapitalization,   reorganization,   merger,
consolidation,  split-up,  combination or exchange of shares,  distribution with
respect to its  outstanding  Common  Stock or capital  stock  other than  Common
Stock,   sale  or  transfer   of  all  or  part  of  its  assets  or   business,
reclassification  of its capital  stock,  or any similar  change  affecting  the
Company's  capital  structure  or  business  and  the  Committee  determines  an
adjustment is appropriate  under the Plan, then the aggregate number and kind of
shares which  thereafter  may be issued under this Plan,  the number and kind of
shares or other  property  (including  cash) to be issued  upon  exercise  of an
outstanding  Option or other  Awards  granted  under this Plan and the  purchase
price thereof shall be  appropriately  adjusted  consistent  with such change in
such manner as the Committee may deem equitable to prevent substantial  dilution
or enlargement of the rights  granted to, or available for,  Participants  under
this  Plan or as  otherwise  necessary  to  reflect  the  change,  and any  such
adjustment  determined by the Committee  shall be binding and  conclusive on the
Company  and  all  Participants  and  employees  and  their  respective   heirs,
executors, administrators, successors and assigns.

                                       9

<PAGE>

          (c) Fractional shares of Common Stock resulting from any adjustment in
Options or Awards  pursuant to Section 4.2(a) or (b) shall be aggregated  until,
and eliminated at, the time of exercise by rounding-down for fractions less than
one-half (1/2) and  rounding-up  for fractions equal to or greater than one-half
(1/2).  No cash  settlements  shall be made with  respect to  fractional  shares
eliminated by rounding. Notice of any adjustment shall be given by the Committee
to each Participant  whose Option or Award has been adjusted and such adjustment
(whether or not such  notice is given)  shall be  effective  and binding for all
purposes of the Plan.

          (d) In the event of a merger or  consolidation in which the Company is
not the surviving  entity or in the event of any transaction that results in the
acquisition of substantially all of the Company's  outstanding Common Stock by a
single  person or  entity or by a group of  persons  and/or  entities  acting in
concert,  or in the event of the sale or transfer of all of the Company's assets
(all of the  foregoing  being  referred to as  "Acquisition  Events"),  then the
Committee may, in its sole  discretion,  terminate all  outstanding  Options and
Stock Appreciation Rights of Eligible Employees and Consultants, effective as of
the date of the Acquisition  Event, by delivering  notice of termination to each
such  Participant at least twenty (20) days prior to the date of consummation of
the Acquisition Event;  provided,  that during the period from the date on which
such notice of termination is delivered to the  consummation  of the Acquisition
Event, each such Participant shall have the right to exercise in full all of his
or her Options and Stock Appreciation Rights that are then outstanding  (without
regard to any limitations on exercisability otherwise contained in the Option or
Award  Agreements) but contingent on occurrence of the Acquisition  Event,  and,
provided that, if the  Acquisition  Event does not take place within a specified
period  after  giving  such  notice  for any reason  whatsoever,  the notice and
exercise shall be null and void.

          (e) If an Acquisition  Event occurs,  to the extent the Committee does
not terminate the outstanding  Options and Stock Appreciation Rights pursuant to
Section 4.2(d), then the provisions of Section 4.2(b) shall apply.

     4.3  PURCHASE  PRICE.  Notwithstanding  any  provision  of this Plan to the
contrary,  if  authorized  but  previously  unissued  shares of Common Stock are
issued  under this Plan,  such  shares  shall not be issued for a  consideration
which is less than as permitted under applicable law.

                                   ARTICLE V
                                   ELIGIBILITY

     5.1 All employees of and  Consultants to the Company and its Affiliates are
eligible to be granted  Non-Qualified  Stock Options,  Stock Appreciation Rights
and  Restricted  Stock  under this  Plan.  All  employees  of the  Company,  its
Subsidiaries and its Parents are eligible to be granted  Incentive Stock Options
under the Plan. The Committee shall determine eligibility under this Plan.

     5.2  Non-employee  directors of the Company are only eligible to receive an
Award in accordance with Article IX of the Plan.

                                   ARTICLE VI
                               STOCK OPTION GRANTS

     6.1 OPTIONS. Each Stock Option granted hereunder shall be one of two types:
(i) an Incentive  Stock Option  intended to satisfy the  requirements of Section
422 of the Code or (ii) a Non-Qualified Stock Option.

     6.2 GRANTS. The Committee shall have the authority to grant to any Eligible
Employee one or more Incentive Stock Options,  Non-Qualified  Stock Options,  or
both types of Stock  Options  (in each case with or without  Stock  Appreciation
Rights).  The Committee  shall have the authority to grant to any Consultant one
or more Non-Qualified Stock Options (with or without Stock Appreciation Rights).
To the extent  that any Stock  Option  does not  qualify as an  Incentive  Stock
Option (whether  because of its provisions or the time or manner of its exercise
or otherwise),  such Stock Option, or the portion thereof that does not qualify,
shall  constitute a separate  Non-Qualified  Stock Option.  Notwithstanding  any
other  provision of this Plan to the  contrary or any  provision in an agreement
evidencing the grant of a Stock Option to the contrary, any Stock Option granted
to an Eligible  Employee of an  Affiliate  (other than an  Affiliate  which is a
Parent or a Subsidiary)  or to any  Consultant  shall be a  Non-Qualified  Stock
Option.

     6.3 TERMS OF OPTIONS.  Options  granted under this Plan shall be subject to
the following terms and  conditions,  shall be subject to Section 3.2 hereof and
the other  provisions  of this Plan,  and shall be in such form and contain such
additional terms and conditions,  not inconsistent  with the terms of this Plan,
as the Committee shall deem desirable:

          (a)  OPTION  PRICE.  The  option  price  per  share  of  Common  Stock
purchasable under an Incentive Stock Option shall be determined by the Committee
at the time of grant but shall not be less than 100% of the Fair Market Value of
the  share of  Common  Stock  at the time of  grant;  provided,  however,  if an
Incentive  Stock  Option is granted to a Ten Percent  Stockholder,  the purchase
price shall be no less than 110% of the Fair Market  Value of the Common  Stock.
The purchase  price of shares of Common Stock subject to a  Non-Qualified  Stock
Option shall be determined by the Committee.  Notwithstanding the foregoing,  if
an Option is  modified,  extended  or  renewed  and,  thereby,  deemed to be the
issuance of a new Option  under the Code,  the  exercise  price of an Option may
continue  to be the  original  exercise  price even if less than the Fair Market
Value  of the  Common  Stock  at the  time of such  modification,  extension  or
renewal.

          (b) OPTION  TERM.  The term of each Stock Option shall be fixed by the
Committee,  but no Stock  Option shall be  exercisable  more than ten (10) years
after  the  date  the  Option  is  granted,  provided,  however,  the term of an
Incentive Stock Option granted to a Ten Percent  Stockholder may not exceed five
(5) years.

          (c) EXERCISABILITY. Stock Options shall be exercisable at such time or
times and subject to such terms and  conditions  as shall be  determined  by the
Committee at grant. If the Committee provides, in its discretion, that any Stock
Option  is  exercisable  subject  to  certain  limitations  (including,  without
limitation,  that it is exercisable  only in installments or within certain time
periods),  the Committee may waive such limitations on the exercisability at any
time at or after grant in whole or in part (including,  without limitation, that
the Committee may waive the  installment  exercise  provisions or accelerate the
time at which Options may be exercised),  based on such factors,  if any, as the
Committee shall determine, in its sole discretion.

                                       11

<PAGE>

          (d) METHOD OF EXERCISE.  Subject to whatever  installment exercise and
waiting period provisions apply under subsection (c) above, 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
Common Stock to be  purchased.  Such notice shall be  accompanied  by payment in
full of the  purchase  price in such  form,  or such other  arrangement  for the
satisfaction of the purchase  price, as the Committee may accept.  To the extent
determined by the Committee in its sole discretion at or after grant, payment in
full or in part may be made as follows:  (i) in cash or by check,  bank draft or
money order  payable to the order of the  Company;  (ii) if the Common  Stock is
traded on a national  securities  exchange,  the Nasdaq  Stock  Market,  Inc. or
quoted on a national  quotation system sponsored by the National  Association of
Securities  Dealers,   through  a  "cashless  exercise"  procedure  whereby  the
Participant delivers irrevocable instructions to a broker to deliver promptly to
the Company an amount equal to the purchase  price,  (iii) in the form of Common
Stock  owned  by the  Participant  for at  least 6 months  (and  for  which  the
Participant has good title free and clear of any liens and encumbrances) or (iv)
in the form of Restricted  Stock;  provided,  however,  that in each case,  such
payment is based on the Fair  Market  Value of the Common  Stock on the  payment
date  as  determined  by  the  Committee   (without  regard  to  any  forfeiture
restrictions  applicable to such  Restricted  Stock).  No shares of Common Stock
shall be issued until payment,  as provided  herein,  therefore has been made or
provided  for.  If  payment  in full or in part  has  been  made in the  form of
Restricted  Stock,  an  equivalent  number of shares of Common  Stock  issued on
exercise of the Option shall be subject to the same restrictions and conditions,
during the remainder of the  Restriction  Period,  applicable to the  Restricted
Stock surrendered therefore.

          (e)  INCENTIVE  STOCK  OPTION  LIMITATIONS.  To the  extent  that  the
aggregate  Fair Market Value  (determined as of the time of grant) of the Common
Stock with respect to which  Incentive  Stock  Options are  exercisable  for the
first  time by an  Eligible  Employee  during any  calendar  year under the Plan
and/or any other stock  option plan of the Company or any  Subsidiary  or Parent
exceeds  $100,000,  such  Options  shall be  treated  as  Options  which are not
Incentive Stock Options.  In addition,  if an Eligible  Employee does not remain
employed by the Company, any Subsidiary or Parent at all times from the time the
Option is granted  until three (3) months prior to the date of exercise (or such
other period as required by applicable  law), such Option shall be treated as an
Option which is not a Non-Qualified Stock Option.

         Should the foregoing provision not be necessary in order for the Stock
Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Committee may amend the Plan accordingly, without
the necessity of obtaining the approval of the stockholders of the Company.

          (f) BUY OUT AND SETTLEMENT  PROVISIONS.  The Committee may at any time
on behalf of the Company offer to buy out an Option previously granted, based on
such terms and conditions as the Committee  shall  establish and  communicate to
the Participant at the time that such offer is made.

          (g) FORM,  MODIFICATION,  EXTENSION AND RENEWAL OF OPTIONS. Subject to
the terms and conditions and within the limitations of the Plan, an Option shall
be evidenced by such form of agreement or grant as is approved by the Committee,
and the Committee may modify,  extend or renew outstanding Options granted under
the Plan (provided that the rights of a Participant  are not reduced without his
consent),  or accept the surrender of outstanding  Options (up to the extent not
theretofore exercised) and authorize the granting of new Options in substitution
therefor (to the extent not theretofore exercised).

                                       12

<PAGE>

          (h)  DEFERRED  DELIVERY OF COMMON  SHARES.  The  Committee  may in its
discretion  permit  Participants  to defer  delivery  of Common  Stock  acquired
pursuant to a  Participant's  exercise of an Option in accordance with the terms
and conditions established by the Committee.

          (i)  OTHER  TERMS AND  CONDITIONS.  Options  may  contain  such  other
provisions,  which shall not be inconsistent  with any of the foregoing terms of
the Plan, as the Committee shall deem appropriate including, without limitation,
permitting  "reloads"  such that the same  number of Options  are granted as the
number  of  Options  exercised,  shares  used to pay for the  exercise  price of
Options or shares used to pay  withholding  taxes  ("Reloads").  With respect to
Reloads,  the  exercise  price of the new Stock  Option shall be the Fair Market
Value on the date of the  "reload" and the term of the Stock Option shall be the
same as the remaining term of the Options that are exercised, if applicable,  or
such other exercise price and term as determined by the Committee.

     6.4  TERMINATION  OF EMPLOYMENT.  The following  rules apply with regard to
Options upon the  Termination  of Employment or  Termination of Consultancy of a
Participant:

          (a) TERMINATION BY REASON OF DEATH. If a Participant's  Termination of
Employment or Termination of Consultancy is by reason of death, any Stock Option
held by such Participant,  unless otherwise determined by the Committee at grant
or, if no rights of the  Participant's  estate are reduced,  thereafter,  may be
exercised,  to the extent  exercisable at the Participant's  death, by the legal
representative  of the estate,  at any time within a period of one (1) year from
the date of such death, but in no event beyond the expiration of the stated term
of such Stock Option.

          (b)   TERMINATION  BY  REASON  OF  DISABILITY.   If  a   Participant's
Termination  of  Employment  or  Termination  of  Consultancy  is by  reason  of
Disability,  any  Stock  Option  held  by  such  Participant,  unless  otherwise
determined  by the  Committee at grant or, if no rights of the  Participant  are
reduced,  thereafter,  may  be  exercised,  to  the  extent  exercisable  at the
Participant's  termination,  by the Participant (or the legal  representative of
the Participant's  estate if the Participant dies after termination) at any time
within a period  of one (1) year  from the date of such  termination,  but in no
event beyond the expiration of the stated term of such Stock Option.

          (c)   TERMINATION  BY  REASON  OF  RETIREMENT.   If  a   Participant's
Termination  of  Employment  or  Termination  of  Consultancy  is by  reason  of
Retirement,  any  Stock  Option  held  by  such  Participant,  unless  otherwise
determined by the Committee at grant,  or, if no rights of the  Participant  are
reduced,  thereafter,  shall be fully vested and may  thereafter be exercised by
the  Participant  at any time  within a period  of one (1) year from the date of
such  termination,  but in no event beyond the  expiration of the stated term of
such Stock Option; provided,  however, that, if the Participant dies within such
exercise period,  any unexercised  Stock Option held by such  Participant  shall
thereafter be exercisable, to the extent to which it was exercisable at the time
of death,  for a period of one (1) year (or such other  period as the  Committee
may specify at grant or, if no rights of the  Participant's  estate are reduced,
thereafter)  from the date of such death,  but in no event beyond the expiration
of the stated term of such Stock Option.

                                       13

<PAGE>

          (d)  INVOLUNTARY  TERMINATION  WITHOUT CAUSE OR  TERMINATION  FOR GOOD
REASON.  If  a  Participant's   Termination  of  Employment  or  Termination  of
Consultancy is by involuntary  termination without Cause or for Good Reason, any
Stock  Option  held by such  Participant,  unless  otherwise  determined  by the
Committee at grant or, if no rights of the Participant are reduced,  thereafter,
may be exercised,  to the extent exercisable at termination,  by the Participant
at any  time  within  a  period  of  ninety  (90)  days  from  the  date of such
termination,  but in no event beyond the  expiration  of the stated term of such
Stock Option.

          (e) TERMINATION WITHOUT GOOD REASON. If a Participant's Termination of
Employment or  Termination  of  Consultancy is voluntary but without Good Reason
and occurs prior to, or more than ninety (90) days after,  the  occurrence of an
event which would be grounds for  Termination  of Employment or  Termination  of
Consultancy  by the  Company  for Cause  (without  regard to any  notice or cure
period  requirements),  any  Stock  Option  held  by  such  Participant,  unless
otherwise  determined  by  the  Committee  at  grant  or,  if no  rights  of the
Participant are reduced, thereafter, may be exercised, to the extent exercisable
at  termination,  by the  Participant at any time within a period of thirty (30)
days from the date of such termination, but in no event beyond the expiration of
the stated term of such Stock Option.

          (f) OTHER TERMINATION. Unless otherwise determined by the Committee at
grant  or,  if no  rights  of the  Participant  are  reduced,  thereafter,  if a
Participant's Termination of Employment or Termination of Consultancy is for any
reason  other than  death,  Disability,  Retirement,  Good  Reason,  involuntary
termination without Cause or voluntary termination as provided in subsection (e)
above, any Stock Option held by such Participant  shall thereupon  terminate and
expire  as of the date of  termination,  provided  that  (unless  the  Committee
determines a different period upon grant or, if no rights of the Participant are
reduced, thereafter) in the event the termination is for Cause or is a voluntary
termination  without Good Reason within ninety (90) days after  occurrence of an
event which would be grounds for  Termination  of Employment or  Termination  of
Consultancy  by the  Company  for Cause  (without  regard to any  notice or cure
period  requirement),  any Stock Option held by the  Participant  at the time of
occurrence of the event which would be grounds for  Termination of Employment or
Termination  of  Consultancy  by the  Company  for Cause shall be deemed to have
terminated  and expired upon  occurrence of the event which would be grounds for
Termination  of  Employment or  Termination  of  Consultancy  by the Company for
Cause.

                                  ARTICLE VII
                             RESTRICTED STOCK AWARDS

     7.1 AWARDS OF RESTRICTED STOCK. Shares of Restricted Stock may be issued to
Eligible  Employees or  Consultants  either alone or in addition to other Awards
granted under the Plan. The Committee  shall  determine the eligible  persons to
whom, and the time or times at which,  grants of Restricted  Stock will be made,
the  number  of  shares  to be  awarded,  the  price  (if any) to be paid by the
recipient  (subject to Section 7.2),  the time or times within which such Awards
may be subject to forfeiture,  the vesting  schedule and rights to  acceleration
thereof, and all other terms and conditions of the Awards.

     7.2  AWARDS AND  CERTIFICATES.  The  prospective  Participant  selected  to
receive a Restricted  Stock Award shall not have any rights with respect to such
Award,  unless and until such Participant has delivered a fully executed copy of
the  applicable  agreement  evidencing  the Award (the  "Restricted  Stock Award
Agreement") to the Company and has otherwise  complied with the applicable terms
and  conditions  of such  Award.  Further,  such  Award  shall be subject to the
following conditions:

                                       14

<PAGE>

          (a) PURCHASE  PRICE.  The purchase price of Restricted  Stock shall be
fixed by the Committee. Subject to Section 4.3, the purchase price for shares of
Restricted Stock may be zero to the extent permitted by applicable law.

          (b) ACCEPTANCE.  Awards of Restricted  Stock must be accepted within a
period of sixty (60) days (or such shorter  period as the  Committee may specify
at grant) after the Award date, by executing a Restricted  Stock Award Agreement
and by paying whatever price (if any) the Committee has designated thereunder.

          (c) LEGEND. Each Participant  receiving a Restricted Stock Award shall
be issued a stock  certificate  in respect of such shares of  Restricted  Stock,
unless the Committee  elects to use another system,  such as book entries by the
transfer  agent,  as  evidencing  ownership  of a Restricted  Stock Award.  Such
certificate shall be registered in the name of such Participant,  and shall bear
an  appropriate  legend  referring to the terms,  conditions,  and  restrictions
applicable to such Award, substantially in the following form:

          "The anticipation,  alienation,  attachment, sale, transfer,
          assignment,  pledge,  encumbrance or charge of the shares of
          stock  represented  hereby  are  subject  to the  terms  and
          conditions    (including    forfeiture)    of   the   iGames
          Entertainment,  Inc.  (the  "Company")  Amended and Restated
          2003 Stock  Incentive  Plan and an  Agreement  entered  into
          between  the  registered   owner  and  the  Company,   dated
          _________ __, 200_. Copies of such Plan and Agreement are on
          file at the principal office of the Company."

          (d) CUSTODY.  The  Committee  may require that any stock  certificates
evidencing such shares be held in custody by the Company until the  restrictions
thereon  shall have lapsed,  and that,  as a condition of any  Restricted  Stock
Award, the Participant shall have delivered a duly signed stock power,  endorsed
in blank, relating to the Common Stock covered by such Award.

     7.3 RESTRICTIONS  AND CONDITIONS ON RESTRICTED STOCK AWARDS.  The shares of
Restricted Stock awarded pursuant to this Plan shall be subject to Article X and
the following restrictions and conditions:

          (a)  RESTRICTION  PERIOD;  VESTING AND  ACCELERATION  OF VESTING.  The
Participant  shall not be  permitted  to  Transfer  shares of  Restricted  Stock
awarded under this Plan during a period set by the Committee  (the  "Restriction
Period")  commencing with the date of such Award, as set forth in the Restricted
Stock Award agreement and such agreement shall set forth a vesting  schedule and
any events which would  accelerate  vesting of the shares of  Restricted  Stock.
Within these  limits,  based on service,  or other  criteria  determined  by the
Committee,  the  Committee  may  provide for the lapse of such  restrictions  in
installments  in whole or in part, or may  accelerate  the vesting of all or any
part of any Restricted Stock Award.

                                       15

<PAGE>

          (b) RIGHTS AS  STOCKHOLDER.  Except as provided in this subsection (b)
and  subsection  (a) above and as otherwise  determined  by the  Committee,  the
Participant  shall have, with respect to the shares of Restricted  Stock, all of
the  rights of a holder of shares  of  Common  Stock of the  Company  including,
without limitation,  the right to receive any dividends,  the right to vote such
shares  and,  subject  to and  conditioned  upon the full  vesting  of shares of
Restricted  Stock,  the  right  to  tender  such  shares.   Notwithstanding  the
foregoing,  the payment of dividends  shall be deferred  until,  and conditioned
upon, the expiration of the applicable Restriction Period, unless the Committee,
in its sole discretion, specifies otherwise at the time of the Award.

          (c) LAPSE OF RESTRICTIONS.  If and when the Restriction Period expires
without a prior  forfeiture of the Restricted  Stock subject to such Restriction
Period,  the certificates for such shares shall be delivered to the Participant.
All legends shall be removed from said  certificates  at the time of delivery to
the Participant except as otherwise required by applicable law.

          (d)  TERMINATION  OF  EMPLOYMENT OR  TERMINATION  OF  CONSULTANCY  FOR
RESTRICTED STOCK.  Subject to the applicable  provisions of the Restricted Stock
Award agreement and this Plan, upon a Participant's Termination of Employment or
Termination  of  Consultancy  for any  reason  during the  relevant  Restriction
Period,  all  Restricted  Stock  still  subject to  restriction  will vest or be
forfeited  in  accordance  with the  terms  and  conditions  established  by the
Committee at grant or thereafter.

                                  ARTICLE VIII
                            STOCK APPRECIATION RIGHTS

     8.1 TANDEM STOCK  APPRECIATION  RIGHTS.  Stock  Appreciation  Rights may be
granted in conjunction  with all or part of any Stock Option (a "Reference Stock
Option") granted under this Plan ("Tandem Stock  Appreciation  Rights").  In the
case of a  Non-Qualified  Stock Option,  such rights may be granted either at or
after the time of the grant of such  Reference  Stock Option.  In the case of an
Incentive Stock Option, such rights may be granted only at the time of the grant
of such Reference Stock Option.

     8.2 TERMS AND CONDITIONS OF TANDEM STOCK APPRECIATION RIGHTS.  Tandem Stock
Appreciation  Rights  shall  be  subject  to  such  terms  and  conditions,  not
inconsistent  with the provisions of this Plan, as shall be determined from time
to time by the Committee, including Article X and the following:

          (a) TERM.  A Tandem Stock  Appreciation  Right or  applicable  portion
thereof  granted with respect to a Reference Stock Option shall terminate and no
longer be exercisable  upon the  termination or exercise of the Reference  Stock
Option,  except that, unless otherwise determined by the Committee,  in its sole
discretion, at the time of grant, a Tandem Stock Appreciation Right granted with
respect to less than the full number of shares  covered by the  Reference  Stock
Option  shall not be reduced  until and then only to the extent the  exercise or
termination of the Reference Stock Option causes the number of shares covered by
the Tandem  Stock  Appreciation  Right to exceed the number of shares  remaining
available and unexercised under the Reference Stock Option.

          (b)   EXERCISABILITY.   Tandem  Stock  Appreciation  Rights  shall  be
exercisable  only at such time or times  and to the  extent  that the  Reference
Stock Options to which they relate shall be exercisable  in accordance  with the
provisions of Article VI and this Article VIII.

                                       16

<PAGE>

          (c)  METHOD OF  EXERCISE.  A Tandem  Stock  Appreciation  Right may be
exercised by an optionee by surrendering the applicable portion of the Reference
Stock  Option.  Upon such  exercise  and  surrender,  the  Participant  shall be
entitled  to  receive an amount  determined  in the  manner  prescribed  in this
Section 8.2. Stock Options that have been so  surrendered,  in whole or in part,
shall  no  longer  be  exercisable  to  the  extent  the  related  Tandem  Stock
Appreciation Rights have been exercised.

          (d) PAYMENT.  Upon the exercise of a Tandem Stock Appreciation Right a
Participant  shall be entitled to receive up to, but no more than,  an amount in
cash and/or  Common Stock (as chosen by the  Committee  in its sole  discretion)
equal in value to the  excess  of the Fair  Market  Value of one share of Common
Stock over the option price per share  specified in the  Reference  Stock Option
multiplied  by the  number of  shares  in  respect  of which  the  Tandem  Stock
Appreciation  Right shall have been  exercised,  with the  Committee  having the
right to determine the form of payment.

          (e) DEEMED EXERCISE OF REFERENCE STOCK OPTION.  Upon the exercise of a
Tandem Stock  Appreciation  Right, the Reference Stock Option or part thereof to
which such  Stock  Appreciation  Right is  related  shall be deemed to have been
exercised for the purpose of the  limitation set forth in Article IV of the Plan
on the number of shares of Common Stock to be issued under the Plan.

     8.3 NON-TANDEM STOCK  APPRECIATION  RIGHTS.  Non-Tandem Stock  Appreciation
Rights may also be granted without  reference to any Stock Options granted under
this Plan.

     8.4  TERMS  AND  CONDITIONS  OF  NON-TANDEM  STOCK   APPRECIATION   RIGHTS.
Non-Tandem  Stock  Appreciation  Rights  shall  be  subject  to such  terms  and
conditions,  not  inconsistent  with the  provisions  of this Plan,  as shall be
determined  from  time to time by the  Committee,  including  Article  X and the
following:

          (a) TERM. The term of each Non-Tandem Stock  Appreciation  Right shall
be fixed by the  Committee,  but shall not be greater  than ten (10) years after
the date the right is granted.

          (b)  EXERCISABILITY.  Non-Tandem  Stock  Appreciation  Rights shall be
exercisable  at such time or times and subject to such terms and  conditions  as
shall be determined by the Committee at grant. If the Committee provides, in its
discretion,  that any such right is exercisable  subject to certain  limitations
(including,  without limitation,  that it is exercisable only in installments or
within  certain time  periods),  the Committee may waive such  limitation on the
exercisability  at any  time at or after  grant in whole or in part  (including,
without  limitation,  that the  Committee  may  waive the  installment  exercise
provisions or accelerate  the time at which rights may be  exercised),  based on
such factors, if any, as the Committee shall determine, in its sole discretion.

          (c) METHOD OF EXERCISE.  Subject to whatever  installment exercise and
waiting period  provisions  apply under  subsection (b) above,  Non-Tandem Stock
Appreciation  Rights 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 Non-Tandem Stock Appreciation Rights to be exercised.

          (d)  PAYMENT.  Upon the exercise of a  Non-Tandem  Stock  Appreciation
Right a Participant shall be entitled to receive,  for each right exercised,  up
to, but no more than,  an amount in cash and/or  Common  Stock (as chosen by the
Committee  in its sole  discretion)  equal in  value to the  excess  of the Fair
Market  Value of one  share of Common  Stock on the date the right is  exercised
over the Fair  Market  Value of one (1)  share of  Common  Stock on the date the
right was awarded to the Participant.

                                       17

<PAGE>

     8.5 LIMITED  STOCK  APPRECIATION  RIGHTS.  The  Committee  may, in its sole
discretion,  grant Tandem and Non-Tandem Stock  Appreciation  Rights either as a
general  Stock  Appreciation  Right or as a Limited  Stock  Appreciation  Right.
Limited Stock Appreciation Rights may be exercised only upon a Change in Control
(to the extent  provided  in an Award  agreement  granting  such  Limited  Stock
Appreciation Rights) or the occurrence of such other event as the Committee may,
in its sole discretion,  designate at the time of grant or thereafter.  Upon the
exercise of Limited Stock Appreciation  Rights,  except as otherwise provided in
an Award  agreement,  the Participant  shall receive in cash or Common Stock, as
determined  by the  Committee,  an amount  equal to the  amount (1) set forth in
Section 8.2(d) with respect to Tandem Stock Appreciation Rights or (2) set forth
in Section 8.4(d) with respect to Non-Tandem Stock Appreciation Rights.

     8.6 TERMINATION OF EMPLOYMENT OR TERMINATION OF CONSULTANCY.  The following
rules apply with regard to Stock  Appreciation  Rights upon the  Termination  of
Employment or Termination of Consultancy of a Participant:

          (a) TERMINATION BY DEATH. If a Participant's Termination of Employment
or  Termination of  Consultancy  is by reason of death,  any Stock  Appreciation
Right held by such Participant,  unless otherwise determined by the Committee at
grant or if no rights of the Participant's estate are reduced,  thereafter,  may
be exercised, to the extent exercisable at the Participant's death, by the legal
representative  of the estate,  at any time within a period of one (1) year from
the date of such death or until the  expiration of the stated term of such Stock
Appreciation Right, whichever period is the shorter.

          (b)   TERMINATION  BY  REASON  OF  DISABILITY.   If  a   Participant's
Termination  of  Employment  or  Termination  of  Consultancy  is by  reason  of
Disability,  any  Stock  Appreciation  Right  held by such  participant,  unless
otherwise  determined  by  the  Committee  at  grant  or,  if no  rights  of the
Participant are reduced, thereafter, may be exercised, to the extent exercisable
at  the   Participant's   termination,   by  the   Participant   (or  the  legal
representative  of the  Participant's  estate  if  the  Participant  dies  after
termination)  at any time  within a period of one (1) year from the date of such
termination   or  until  the  expiration  of  the  stated  term  of  such  Stock
Appreciation Right, whichever period is the shorter.

          (c)   TERMINATION  BY  REASON  OF  RETIREMENT.   If  a   Participant's
Termination  of  Employment  or  Termination  of  Consultancy  is by  reason  of
Retirement,  any  Stock  Appreciation  Right  held by such  Participant,  unless
otherwise  determined  by  the  Committee  at  grant  or,  if no  rights  of the
Participant are reduced, thereafter, shall be fully vested and may thereafter be
exercised  by the  Participant  at any time within a period of one (1) year from
the date of such  termination or until the expiration of the stated term of such
right,  whichever  period  is  the  shorter;  provided,  however,  that,  if the
Participant  dies within such one (1) year period,  any  unexercised  Non-Tandem
Stock   Appreciation   Right  held  by  such  Participant  shall  thereafter  be
exercisable, to the extent to which it was exercisable at the time of death, for
a period of one (1) year (or such other period as the  Committee  may specify at
grant or if no rights of the Participant are reduced,  thereafter) from the date
of such  death  or  until  the  expiration  of the  stated  term of such  right,
whichever period is the shorter.

                                       18

<PAGE>

          (d)  INVOLUNTARY  TERMINATION  WITHOUT CAUSE OR  TERMINATION  FOR GOOD
REASON.  If  a  Participant's   Termination  of  Employment  or  Termination  of
Consultancy is by involuntary  termination without Cause or for Good Reason, any
Stock Appreciation Right held by such participant,  unless otherwise  determined
by the  Committee  at grant or if no  rights  of the  participant  are  reduced,
thereafter,  may be exercised, to the extent exercisable at termination,  by the
Participant  at any time  within a period of  ninety  (90) days from the date of
such  termination  or until the  expiration  of the stated  term of such  right,
whichever period is shorter.

          (e) TERMINATION WITHOUT GOOD REASON. If a Participant's Termination of
Employment or  Termination  of  Consultancy is voluntary but without Good Reason
and occurs prior to, or more than ninety (90) days after,  the  occurrence of an
event which would be grounds for  Termination  of Employment or  Termination  of
Consultancy  by the  Company  for Cause  (without  regard to any  notice or cure
period  requirements),  any Stock  Appreciation  Right held by such Participant,
unless  greater or lesser  exercise  rights are provided by the Committee at the
time of grant or, if no rights of the participant are reduced,  thereafter,  may
be exercised,  to the extent  exercisable at termination,  by the Participant at
any time within a period of thirty (30) days from the date of such  termination,
but in no  event  beyond  the  expiration  of the  stated  term  of  such  Stock
Appreciation Right.

          (f) OTHER TERMINATION. Unless otherwise determined by the Committee at
grant,  or,  if no  rights  of the  Participant  are  reduced  thereafter,  if a
Participant's Termination of Employment or Termination of Consultancy is for any
reason  other than  death,  Disability,  Retirement,  Good  Reason,  involuntary
termination without Cause or voluntary termination as provided in subsection (e)
above, any Stock  Appreciation  Right held by such  Participant  shall thereupon
terminate or expire as of the date of  termination,  provided,  that (unless the
Committee  determines  a different  period  upon grant,  or, if no rights of the
Participant  are reduced,  thereafter) in the event the termination is for Cause
or is a voluntary termination as provided in subsection (e) above, within ninety
(90) days after occurrence of an event which would be grounds for Termination of
Employment  or  Termination  of  Consultancy  by the Company for Cause  (without
regard to any notice or cure period  requirement),  any Stock Appreciation Right
held by the  Participant  at the time of the occurrence of the event which would
be grounds for  Termination  of Employment or  Termination of Consultancy by the
Company for Cause shall be deemed to have terminated and expired upon occurrence
of the event which would be grounds for Termination of Employment or Termination
of Consultancy by the Company for Cause.

                                   ARTICLE IX
                          NON-EMPLOYEE DIRECTOR AWARDS

     9.1  OPTIONS.  The terms of this  Article  IX shall  apply  only to Options
granted to non-employee directors.

     9.2 GRANTS.

          (a) INITIAL STOCK OPTION GRANT. Subject to the terms of the Plan, each
non-employee  director of the Company  who, as of  December  31,  2003,  has not
previously been granted Options under the Plan,  shall be granted  Non-Qualified
Stock Options to purchase Common Stock with a value of $12,000.00  pro-rated for
directors  who have  served  less than a year since  their  initial  grant as of
December 31, 2003, or, if later, as of the date the non-employee director begins
service as a director on the Board.

          (b)  SUBSEQUENT  STOCK  OPTION  GRANTS.  Upon the date of each  Annual
Meeting  of   Stockholders,   each   non-employee   director  shall  be  granted
Non-Qualified  Stock Options to purchase Common Stock with a value of $12,000.00
(or a pro rata  portion  thereof if the  director  did not serve the entire year
since the date of the last annual meeting).  These options shall vest in full on
the date of the third Annual Meeting of Stockholders  held following the date of
the grant, provided that the non-employer director is a director on the Board on
that date.

     9.3 NON-QUALIFIED  STOCK OPTIONS.  Stock Options granted under this Article
IX shall be Non-Qualified Stock Options.

     9.4 TERMS OF OPTIONS.  Options  granted under this Article shall be subject
to the following terms and conditions and shall be in such form and contain such
additional terms and conditions,  not  inconsistent  with terms of this Plan, as
the Committee shall deem desirable:

          (a)  OPTION  PRICE.  The  purchase  price per  share of  Common  Stock
deliverable upon the exercise of an Option granted pursuant to Section 9.2 shall
be 100% of the Fair Market  Value of such Common  Stock (110% of the Fair Market
Value if the non-employee  director is a Ten Percent Stockholder) at the time of
the grant of the Option (the "Purchase  Price"),  or the par value of the Common
Stock, whichever is greater.

          (b) EXERCISABILITY.  Except as otherwise provided herein,  twenty-five
percent (25%) of any Option granted under Section 9.2(a) shall be exercisable on
or after each of the four anniversaries following the date of grant.

          (c) METHOD FOR EXERCISE. A non-employee  director electing to exercise
one or more  Options  shall  give  written  notice of  exercise  to the  Company
specifying the number of shares to be purchased. Common Stock purchased pursuant
to the exercise of Options  shall be paid for at the time of exercise in cash or
by delivery of unencumbered Common Stock owned by the non-employee director or a
combination thereof or by such other method as approved by the Board.

          (d)  OPTION  TERM.  Except  as  otherwise   provided  herein,  if  not
previously  exercised each Option shall expire upon the tenth anniversary of the
date of the grant thereof.

     9.5 TERMINATION OF  DIRECTORSHIP.  The following rules apply with regard to
Options upon the Termination of Directorship:

          (a) DEATH, DISABILITY OR OTHERWISE CEASING TO BE A DIRECTOR OTHER THAN
FOR  CAUSE.  Except  as  otherwise  provided  herein,  upon the  Termination  of
Directorship, on account of Disability, death, Retirement,  resignation, failure
to stand for  reelection  or failure to be reelected or otherwise  other than as
set  forth in (b)  below,  all  outstanding  Options  then  exercisable  and not
exercised by the Participant  prior to such  Termination of  Directorship  shall
remain   exercisable,   to  the  extent   exercisable  at  the   Termination  of
Directorship,  by the Participant or, in the case of death, by the Participant's
estate or by the person given  authority to exercise  such Options by his or her
will or by  operation  of law,  for the  remainder  of the  stated  term of such
Options.

                                       20

<PAGE>

          (b) CAUSE. Upon removal, failure to stand for reelection or failure to
be renominated  for Cause,  or if the Company  obtains or discovers  information
after  Termination of Directorship  that such Participant had engaged in conduct
that would have  justified a removal for Cause  during  such  directorship,  all
outstanding Options of such Participant shall immediately terminate and shall be
null and void.

          (c)  CANCELLATION  OF OPTIONS.  No Options  that were not  exercisable
during the period  such  person  serves as a director  shall  thereafter  become
exercisable  upon a  Termination  of  Directorship  for any  reason or no reason
whatsoever,  and such Options  shall  terminate  and become null and void upon a
Termination of Directorship.

     9.6  CHANGES.  The Awards to a  non-employee  director  shall be subject to
Sections 4.2(a),  (b) and (c) of the Plan and this Section 9.6, but shall not be
subject to Section 4.2(d).

     9.7 If the Company shall not be the surviving  corporation in any merger or
consolidation,  or if the Company is to be dissolved or liquidated, then, unless
the surviving  corporation  assumes the Options or substitutes new Options which
are determined by the Board in its sole discretion to be  substantially  similar
in nature and equivalent in terms and value for Options then  outstanding,  upon
the effective date of such merger,  consolidation,  liquidation or  dissolution,
any  unexercised  Options shall expire without  additional  compensation  to the
holder  thereof;  provided,  that,  the Committee  shall deliver  notice to each
non-employee   director  at  least  twenty  (20)  days  prior  to  the  date  of
consummation  of such merger,  consolidation,  dissolution or liquidation  which
would  result in the  expiration  of the  Options and during the period from the
date on which such notice of termination is delivered to the consummation of the
merger,  consolidation,  dissolution or liquidation, such Participant shall have
the right to exercise in full effective as of such consummation all Options that
are then  outstanding  (without  regard to  limitations  on  exercise  otherwise
contained  in  the  Options)  but   contingent  on  occurrence  of  the  merger,
consolidation,   dissolution  or  liquidation,   and,   provided  that,  if  the
contemplated  transaction  does not take place  within a ninety  (90) day period
after  giving such  notice for any reason  whatsoever,  the notice,  accelerated
vesting and exercise  shall be null and void and, if and when  appropriate,  new
notice shall be given as aforesaid.

                                   ARTICLE X
                               NON-TRANSFERABILITY

         Except as provided in the last sentence of this Article X, no Stock
Option or Stock Appreciation Right granted to an Employee or Consultant shall be
Transferable by the Participant otherwise than by will or by the laws of descent
and distribution. All Stock Options and all Stock Appreciation Rights granted to
an Employee or Consultant shall be exercisable, during the Participant's
lifetime, only by the Participant. Tandem Stock Appreciation Rights shall be
Transferable, to the extent permitted above, only with the underlying Stock
Option. Shares of Restricted Stock under Article VII may not be Transferred
prior to the date on which shares are issued, or, if later, the date on which
any applicable restriction lapses. No Award shall, except as otherwise
specifically provided by law or herein, be Transferable in any manner, and any
attempt to Transfer any such Award shall be void, and no such Award shall in any
manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such Award, nor
shall it be subject to attachment or legal process for or against such person.
All Stock Options granted to non-employee directors shall be Transferable solely
to such non-employee director's principal employer (other than the Company or an
Affiliate) at the time of grant if the terms of such non-employee director's
employment so require. Notwithstanding the foregoing, the Committee may
determine at the time of grant or thereafter, that a Non-Qualified Stock Option
that is otherwise not transferable pursuant to this Article X is transferable in
whole or part and in such circumstances, and under such conditions, as specified
by the Committee.

                                       21

<PAGE>

                                   ARTICLE XI
                          CHANGE IN CONTROL PROVISIONS

     11.1  BENEFITS.  In the event of a Change in  Control  of the  Company  (as
defined below),  except as otherwise provided by the Committee upon the grant of
an Award, each Participant shall have the following benefits:

          (a) Unless otherwise  provided in the applicable award agreement,  all
outstanding  Options  and the  related  Tandem  Stock  Appreciation  Rights  and
Non-Tandem Stock  Appreciation  Rights of such Participant  granted prior to the
Change in Control  shall be fully vested and  immediately  exercisable  in their
entirety. The Committee, in its sole discretion, may provide for the purchase of
any such Stock  Options by the Company for an amount of cash equal to the excess
of the Change in Control Price (as defined  below) of the shares of Common Stock
covered by such Stock Options,  over the aggregate  exercise price of such Stock
Options. For purposes of this Section 11.1, "Change in Control Price" shall mean
the  higher of (i) the  highest  price per  share of  Common  Stock  paid in any
transaction  related to a Change in Control of the Company,  or (ii) the highest
Fair  Market  Value per share of Common  Stock at any time during the sixty (60)
day period preceding a Change in Control.

          (b) Unless otherwise  provided in the applicable award agreement,  the
restrictions to which any shares of Restricted Stock of such Participant granted
prior to the Change in Control  are  subject  shall  lapse as if the  applicable
Restriction Period had ended upon such Change in Control.

          (c)  Notwithstanding  anything else herein,  the Committee may, in its
sole discretion, provide for accelerated vesting of an Award (other than a grant
to a non-employee director pursuant to Article IX hereof), upon a Termination of
Employment during the Pre-Change in Control Period.  Unless otherwise determined
by the Committee,  the "Pre-Change in Control Period" shall mean the one hundred
eighty (180) day period prior to a Change in Control.

     11.2  CHANGE IN  CONTROL.  A "Change  in  Control"  shall be deemed to have
occurred:

          (a) upon any "person" as such term is used in Sections 13(d) and 14(d)
of the  Exchange  Act (other than the  Company,  any trustee or other  fiduciary
holding  securities  under any  employee  benefit  plan of the  Company,  or any
company owned,  directly or indirectly,  by the  stockholders  of the Company in
substantially  the same  proportions  as their  ownership of Common Stock of the
Company)  becoming the owner (as defined in Rule 13d-3 under the Exchange  Act),
directly or indirectly,  of securities of the Company representing forty percent
(40%) or more of the combined  voting power of the  Company's  then  outstanding
securities (including,  without limitation,  securities owned at the time of any
increase in ownership);

          (b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors, and any new director
(other than a director  designated by a person who has entered into an agreement
with the Company to effect a transaction described in paragraph (a), (c), or (d)
of this section) or a director  whose  initial  assumption of office occurs as a
result of either an actual or  threatened  election  contest  (as such terms are
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 of Directors of the Company  whose  election by
the Board of Directors or nomination for election by the Company's  stockholders
was approved by a vote of at least  two-thirds  of the  directors  then still in
office who either were  directors at the  beginning  of the  two-year  period or
whose election or nomination for election was previously so approved,  cease for
any reason to constitute at least a majority of the Board of Directors;

                                       22

<PAGE>

          (c) upon the merger or  consolidation  of the  Company  with any other
corporation,  other than a merger or  consolidation  which  would  result in the
voting  securities  of  the  Company   outstanding   immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting securities of the surviving entity) more than fifty percent (50%) of
the  combined  voting  power of the  voting  securities  of the  Company or such
surviving entity  outstanding  immediately  after such merger or  consolidation;
provided,  however,  that a merger or  consolidation  effected  to  implement  a
recapitalization  of the  Company (or  similar  transaction)  in which no person
(other than those  covered by the  exceptions  in (a) above)  acquires more than
forty  percent  (40%)  of  the  combined  voting  power  of the  Company's  then
outstanding  securities shall not constitute a Change in Control of the Company;
or

          (d)  upon  the  stockholder's  of the  Company  approval  of a plan of
complete  liquidation of the Company or an agreement for the sale or disposition
by the Company of all or  substantially  all of the Company's  assets other than
the sale of all or substantially all of the assets of the Company to a person or
persons who  beneficially  own,  directly or indirectly,  at least fifty percent
(50%) or more of the combined voting power of the outstanding  voting securities
of the Company at the time of the sale.


                                  ARTICLE XII
                      TERMINATION OR AMENDMENT OF THE PLAN

     12.1 TERMINATION OR AMENDMENT.  Notwithstanding any other provision of this
Plan,  the Board may at any time, and from time to time,  amend,  in whole or in
part,  any or all of the  provisions  of the Plan,  or suspend or  terminate  it
entirely,  retroactively or otherwise; provided, however, that, unless otherwise
required by law or  specifically  provided  herein,  the rights of a Participant
with  respect  to  Awards  granted  prior  to  such  amendment,   suspension  or
termination,  may not be impaired  without the consent of such  Participant and,
provided  further,  without the approval of the stockholders of the Company,  if
and to the extent required by the applicable provisions of Rule 16b-3 or, if and
to the extent required, under the applicable provisions of Section 162(m) of the
Code,  or with regard to Incentive  Stock  Options,  Section 422 of the Code, no
amendment  may be made which would (i) except as  permitted  in Section  4.1(a),
increase the aggregate number of shares of Common Stock that may be issued under
this Plan; (ii) increase the maximum  individual  Participant  limitations for a
fiscal year under Section 4.1(b);  (iii) change the classification of employees,
Consultants,  and non-employee  directors  eligible to receive Awards under this
Plan; (iv) decrease the minimum option price of any Stock Option; (v) extend the
maximum  option  period under Section 6.3; (vi) change any rights under the Plan
with regard to non-employee  directors; or (vii) require stockholder approval in
order for the Plan to continue to comply with the applicable provisions, if any,
of Rule 16b-3,  Section 162(m) of the Code,  any applicable  state law, or, with
regard to Incentive Stock Options, Section 422 of the Code.

         In no event may the Plan be amended without the approval of the
stockholders of the Company in accordance with the applicable laws or other
requirements to increase the aggregate number of shares of Common Stock that may
be issued under the Plan, decrease the minimum option price of any Stock Option,
or to make any other amendment that would require stockholder approval under the
rules of any exchange or system on which the Company's securities are listed or
traded at the request of the Company.

                                       23

<PAGE>

         The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Article IV above or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder's consent.

                                  ARTICLE XIII
                                  UNFUNDED PLAN

         This Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments as to which a Participant has a fixed
and vested interest but which are not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are
greater than those of a general creditor of the Company.

                                  ARTICLE XIV
                               GENERAL PROVISIONS

     14.1  LEGEND.  The  Committee  may  require  each person  receiving  shares
pursuant to an Award under the Plan to  represent  to and agree with the Company
in writing  that the  Participant  is  acquiring  the  shares  without a view to
distribution  thereof.  In  addition to any legend  required  by this Plan,  the
certificates  for such shares may include  any legend that the  Committee  deems
appropriate to reflect any restrictions on Transfer. All certificates for shares
of Common Stock delivered under the Plan shall be subject to such stock transfer
orders and other  restrictions  as the  Committee may deem  advisable  under the
rules,  regulations  and  other  requirements  of the  Securities  and  Exchange
Commission, any stock exchange upon which the Common Stock is then listed or any
national  securities  association  system upon whose  system the Common Stock is
then quoted,  any applicable federal or state securities law, and any applicable
corporate  law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

     14.2 OTHER PLANS.  Nothing  contained in this Plan shall  prevent the Board
from  adopting  other  or  additional  compensation  arrangements,   subject  to
stockholder approval if such approval is required;  and such arrangements may be
either generally applicable or applicable only in specific cases.

     14.3 NO RIGHT TO  EMPLOYMENT/DIRECTORSHIP.  Neither this Plan nor the grant
of any Award  hereunder  shall give any  Participant or other employee any right
with respect to continuance  of employment by the Company or any Affiliate,  nor
shall  there  be a  limitation  in any way on the  right of the  Company  or any
Affiliate by which an employee is employed to terminate  his  employment  at any
time.  Neither this Plan nor the grant of any Award  hereunder  shall impose any
obligations on the Company to retain any  Participant as a director nor shall it
impose on the part of any  Participant any obligation to remain as a director of
the Company.

     14.4  WITHHOLDING OF TAXES. The Company shall have the right to deduct from
any payment to be made to a Participant,  or to otherwise require,  prior to the
issuance or  delivery  of any shares of Common  Stock or the payment of any cash
hereunder,  payment by the  Participant  of, any  Federal,  state or local taxes
required by law to be withheld.  Upon the vesting of Restricted  Stock,  or upon
making an  election  under  Code  Section  83(b),  a  Participant  shall pay all
required  withholding  to  the  Company.  The  Committee  may  permit  any  such
withholding  obligation  with  regard  to any  Participant  to be  satisfied  by
reducing  the  number  of shares of Common  Stock  otherwise  deliverable  or by
delivering  shares of Common  Stock  already  owned.  Any fraction of a share of
Common Stock required to satisfy such tax  obligations  shall be disregarded and
the amount due shall be paid instead in cash by the Participant.

                                       24

<PAGE>

     14.5 LISTING AND OTHER CONDITIONS.

          (a) As long as the Common Stock is listed on the OTC Bulletin Board or
any other  national  securities  exchange  or  system  sponsored  by a  national
securities  association,  the issue of any shares of Common Stock pursuant to an
Award shall be  conditioned  upon such shares being  listed on such  exchange or
system.  The Company  shall have no  obligation  to issue such shares unless and
until such  shares  are so listed,  and the right to  exercise  any Option  with
respect to such shares shall be suspended until such listing has been effected.

          (b) If at any time counsel to the Company shall be of the opinion that
any sale or delivery of shares of Common Stock pursuant to an Award is or may in
the circumstances be unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no  obligation to make such sale or delivery,  or to make
any  application or to effect or to maintain any  qualification  or registration
under the  Securities  Act of 1933,  as amended,  or  otherwise  with respect to
shares of Common Stock or Awards,  and the right to exercise any Option shall be
suspended until, in the opinion of said counsel,  such sale or delivery shall be
lawful or will not result in the imposition of excise taxes on the Company.

          (c) Upon  termination  of any period of suspension  under this Section
14.5, any Award affected by such suspension which shall not then have expired or
terminated shall be reinstated as to all shares available before such suspension
and as to shares which would otherwise have become  available  during the period
of such suspension, but no such suspension shall extend the term of any Option.

     14.6 GOVERNING LAW. This Plan shall be governed and construed in accordance
with the laws of the state of  incorporation  of the Company  (regardless of the
law that might  otherwise  govern  under  applicable  principles  of conflict of
laws).

     14.7  CONSTRUCTION.  Wherever  any  words  are  used  in  this  Plan in the
masculine  gender they shall be  construed  as though they were also used in the
feminine  gender in all cases where they would so apply,  and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural  form in all cases  where  they  would so apply.  To the
extent  applicable,  the Plan shall be limited,  construed and  interpreted in a
manner  so as to  comply  with the  applicable  requirements  of Rule  16b-3 and
Section 162(m) of the Code;  however,  noncompliance  with Rule 16b-3 or Section
162(m) of the Code shall have no impact on the  effectiveness  of a Stock Option
granted under the Plan.

     14.8  OTHER  BENEFITS.  No Award  payment  under  this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

     14.9 COSTS.  The Company shall bear all expenses  included in administering
this Plan,  including  expenses of issuing  Common Stock  pursuant to any Awards
hereunder.

                                       25

<PAGE>

     14.10 NO RIGHT TO SAME  BENEFITS.  The provisions of Awards need not be the
same  with  respect  to  each   Participant,   and  such  Awards  to  individual
Participants need not be the same in subsequent years.

     14.11  DEATH/DISABILITY.  The Committee may in its  discretion  require the
transferee  of  a  Participant   to  supply  it  with  written   notice  of  the
Participant's  death or Disability  and to supply it with a copy of the will (in
the case of the  Participant's  death) or such other  evidence as the  Committee
deems  necessary  to establish  the  validity of the  transfer of an Award.  The
Committee may also require the agreement of the transferee to be bound by all of
the terms and conditions of the Plan.

     14.12 SECTION  16(b) OF THE EXCHANGE  ACT. All  elections and  transactions
under the Plan by persons  subject to Section 16 of the Exchange  Act  involving
shares of Common  Stock are  intended  to comply with any  applicable  condition
under Rule 16b-3.  The Committee may establish and adopt written  administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange
Act, as it may deem necessary or proper for the  administration and operation of
the Plan and the transaction of business thereunder.

     14.13  SEVERABILITY  OF  PROVISIONS.  If any provision of the Plan shall be
held invalid or  unenforceable,  such invalidity or  unenforceability  shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.

     14.14 HEADINGS AND CAPTIONS.  The headings and captions herein are provided
for reference and  convenience  only,  shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.

                                   ARTICLE XV
                                  TERM OF PLAN

         No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the earlier of the date the Plan is adopted or the date of
stockholder approval, but Awards granted prior to such tenth anniversary may
extend beyond that date.

                                  ARTICLE XVI
                                  NAME OF PLAN

         This Plan shall be known as the iGames Entertainment, Inc. Amended and
Restated 2003 Stock Incentive Plan.

                                  ARTICLE XVII
                                     NOTICES

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business and
addressed to the attention of the person designated by the Company from time to
time as the Stock Option Administrator, and if to the holder of an Option, to
the address as appearing on the records of the Company.

         Executed as of October 15, 2004.


                                          MONEY CENTERS OF AMERICA, INC.

                                          /s/ Christopher M. Wolfington
                                          --------------------------------------
                                          By: Christopher M. Wolfington
                                              Chief Executive Officer