10.43* 1996 Employees' Performance
       Recognition Plan

FIDELITY HOLDINGS, INC. 1996 EMPLOYEES' PERFORMANCE RECOGNITION PLAN 1. Purpose
and Non-exclusive scope. The purpose of this 1996 Employees! Performance
Recognition Plan is to secure for this Corporation and its stockholders the
benefits which flow from recognizing and acknowledging the performance of
employees and consultants, rewarding them for such performance, and retaining
them by providing them with the on-going Incentive Inherent In common stock
ownership. The shares of Common Stock granted under this Plan are intended to
qualify as deferred compensation under Section 83 of the Internal Revenue Code.
Nothing contained in this Plan is intended to create any limitation on the power
of the Corporation and/or Its Board of Directors to adopt such other additional
incentive or compensation plans or arrangements as the Corporation or its Board
of Directors may deem necessary or appropriate.

2. Amount of Stock, The total number of shares of Common Stock to be subject to
grant on and after December 1, 1996 pursuant to this Plan shall not exceed
500,000 shares of the Corporation's Common Stock, utilizing either treasury
stock or authorized, unissued shares. This total number of shares shall be
subject to appropriate increase or decrease in the event of a stock dividend
upon, or subdivision, split-up, combination or reclassification of, the
Corporation's Common Stock. In the event that shares granted under this Plan
shall be forfeited, as provided below, such shares shall be returned to the Plan
and may be again granted under the Plan.

3. Compensation Committee. The Board of Directors may, from time to time,
appoint a Compensation Committee (hereinafter called the "Committee"), to serve
under this Plan and to administer it. The Committee shall consist of three or
more directors. In the absence of such a committee, the entire Board of
Directors shall serve as the Compensation Committee. in which event all
references herein to the Committee shall apply to the entire Board of Directors.
The Committee, if one is appointed, or otherwise the entire Board of Directors
shall have the full and final authority to

(a) interpret conclusively the provisions of this Plan and decide all questions
of fact arising in its application;

(b) adopt, amend and rescind rules and regulations relating to this Plan-,

(c) determine the employees to whom shares shall be granted and the amount of
the shares to be granted to each selected employee; and

(d) make any other determinations it deems necessary or advisable.

4. Eligibility and Participation Shares of the Corporation's Common Stock may be
granted pursuant to the Plan to any employee or consultant, and the
beneficiaries of such employees and consultants, of the Corporation and its
Subsidiaries (hereinafter called employees/consultants. From time to time the
Committee shall select the employees/consultants to whom shares may be granted
by the Board of Directors and shall determine the number of shares to be covered
by each option so granted, Future as well as present employees/consultants
(including directors, officers, executives, managerial employees and key
consultants) shall be eligible to participate in the Plan. In no event shall any
Individual recipient be entitled to receive an aggregate of more than ten (10)
percent of the shares of Common Stock available under this Plan. No shares may
be granted under the Plan after November 30, 2001. Nothing in this Plan shall be
construed to give any employee/consultant of the Corporation or any of its
subsidiaries any right to be granted shares other than in the sole discretion of
the Committee, or any right with respect to the shares except as specifically
provided In this Plan, or any right to have employment continued or to have any
specific employment, position, term of employment or compensation. 5. Terms and
Provisions of Participation. The terms and provisions for the granting of shares
of the Corporations Common Stock to employees/consultants shall be as follows;
(a) Grants may be made at any time, and from time to time, prior to November 30,
2001, and may be made to any employees consultant regardless of whether prior
grants may have been made to such recipient.
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(b) Upon the awarding of a grant, the Committee shall promptly notify the
recipient of the amount of the grant, the fair market value of the shares
granted, the conditions for forfeiture, and such other terms and conditions as
the Committee may deem appropriate.

(e) The obligations of the Corporation to issue or transfer shares granted
pursuant to this Plan are subject to compliance with applicable governmental
rules and regulations, including the restrictions Imposed by the Securities and
Exchange Commission,

(d) The certificates for the shares of Common Stock granted pursuant to this
Plan shall be issued in the sole name of the recipient employee/ consultant and
shall bear legends Indicating that (i) the shares have not been registered under
the Securities Act of 1933 and transfer is therefore restricted regardless of
the lapse of the vesting restrictions and (ii) the shares are subject to the
terms and conditions of this Plan and shall not be sold, transferred, assigned,
pledged, encumbered, or otherwise alienated or hypothecated until the
restrictions have lapsed.

6. Restrictions, Lapse of Restrictions and Forfeiture All grants of shares
pursuant to this Plan shall be subject to the following restrictions:

(a) to the complete restriction on the rights and powers of a recipient to sell,
transfer, assign, pledge, encumber, or otherwise alienate or hypothecate the
shares granted prior to a lapse of such restrictions; and

(b) to the continuous employment requirement for the vesting of the shares
granted.

The foregoing restrictions shall lapse as follows:

(1) the shares shall vest on the earliest to occur of the employee/consultant's
death, the employee/consultant's authorized retirement, and the first day of the
thirteenth full month following the date of grant, provided that the recipient
has been in the continuous employment of the Corporation and/or its subsidiaries
during such vesting period (excluding authorized, temporary leaves of absence,
death, authorized retirement and permanent disability); and

(2) the complete restriction on sale, transfer etc. shall lapse upon vesting,
subject, nevertheless, to all applicable restrictions on sale, transfer etc.
imposed by applicable governmental rules and regulations, including the
restrictions imposed by the Securities and Exchange Commission.

In the event that the employment of a recipient is terminated, either (a) by the
Corporation or one or more of its subsidiaries or (b) by the recipient, the
shares granted under this plan shall be forfeited and the certificate(s) for the
shares granted shall be returned to the Corporation for cancellation and
redeposit under this Plan. In such event, the Corporation shall pay to the
forfeiting recipient a sum equal to the difference between (i) the book value of
the shares on the day of the grant of the shares and (ii) the book value of the
shares on the day of forfeiture of the shares.

2

Notwithstanding the foregoing, the shares granted shall Immediately vest (prior
to the first day of the thirteenth month following the date of grant) If

(a) the employee/consultant shall Q) retire upon or after reaching the age which
at the time of retirement is established as the normal retirement age for
employees of the Corporation (such normal retirement age now being 65 years) or
(11) with the written consent of the Corporation retire prior to such age on
account of physical or mental disability (such retirement pursuant to (i) or
(ii) being deemed an "authorized retirement'); or

(b) the employee/consultant shall die (at a time when he is still an
employee/consultant of the Corporation and/or its subsidiaries); or

(c) the employee/consultant shall become permanently disabled (at a time when he
is still an employee/consultant of the Corporation and/or its subsidiaries).

7. Fair Market Value The compensation value of the shares of Common Stock
granted pursuant to this Plan shall be deemed to be the fair market value at the
time the shares are granted. So long as the shares are restricted by Securities
and Exchange Commission regulations on the date of issuance (ie., not
registered), the Fair Market Value shall be fifty percent (50%) of the closing
market price on the trading day immediately preceding the date on which the
grant is made. However, if the shares have been registered 
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with the Securities and Exchange Commission on the date of issuance (i.e.,
free-trading and subject to restrictions on transfer), the Fair Market Value
shall be the dosing market price on the trading day immediately preceding the
date on which the grant is made.

8. Assignability No rights pursuant to any grant under this Plan and no shares
granted under this Plan shall be transferable or assignable by the
employee/consultant otherwise than by will or by the laws of descent and
distribution.

9. Stock for investment The grant of any shares shall provide that the
employee/consultant shall, upon receipt of the certificate(s) for the shares
granted, represent and warrant that he shall hold such shares for investment
only, and not with a view to distribution involving a public offering.