INTEGRATED COMMUNICATION NETWORKS, INC.
                        2000 OMNIBUS STOCK INCENTIVE PLAN

The name of this plan is the Integrated Communications Networks, Inc. 2000
OMNIBUS Stock Incentive Plan (the "Plan"). The Plan was adopted by the Board on
April 17, 2000, subject to the approval of the stockholders of the Company,
which approval was obtained on May 3, 2000. The purpose of the Plan is to
promote the long-term success of the Company and the creation of stockholder
value by (a) encouraging Employees, Outside Directors and Consultants to focus
on critical long-range objectives, (b) encouraging the attraction and retention
of Employees, Outside Directors and Consultants with exceptional qualifications
and (c) linking Employees, Outside Directors and Consultants directly to
stockholder interests through increased stock ownership. The Plan seeks to
achieve this purpose by providing for Awards in the form of Restricted Shares,
Stock Units, Options (which may constitute incentive stock options or
nonstatutory stock options) or stock appreciation rights.

                                    ARTICLE I

                                   DEFINITIONS

The following terms shall have the meaning specified below, unless the context
clearly indicates otherwise.

TYPES OF AWARDS UNDER THE PLAN
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         1.1 "AWARD" means any of the specific types of stock-based incentive
awards defined below.

         1.2 "OPTION" means an option to acquire Common Stock granted under
Article III of the Plan.

         1.3 "INCENTIVE STOCK OPTION" means an Option which conforms to the
applicable provisions of Section 422 of the Code and which is designated as an
Incentive Stock Option by the Administrator.

         1.4 "NON-QUALIFIED STOCK OPTION" means an Option which is not an
Incentive Stock Option, including any Option determined by the Administrator not
to be an Incentive Stock Option.

         1.5 "STOCK APPRECIATION RIGHT" means a stock appreciation right granted
under Article VIII of the Plan.

         1.6 "RESTRICTED STOCK" means an award of Common Stock subject to
restrictions as provided in Article VI of the Plan.

         1.7 "DEFERRED STOCK" means Common Stock awarded under Article VII of
the Plan.

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         1.8 "PERFORMANCE AWARD" means a cash bonus, stock bonus or other
performance or incentive award that is paid in cash, Common Stock or a
combination of both, awarded under Article VII of the Plan.

         1.9 "STOCK PAYMENT" means (i) a payment in the form of shares of Common
Stock, or (ii) an option or other right to purchase shares of Common Stock, as
part of a deferred compensation arrangement, made in lieu of all or any portion
of the compensation, including without limitation, salary, bonuses and
commissions, that would otherwise become payable to an Eligible Recipient in
cash, awarded under Article VII of the Plan.

         1.10 "DIVIDEND EQUIVALENT" means a right to receive the equivalent
value (in cash or Common Stock) of dividends paid on the Common Stock, awarded
under Article VII of the Plan. Plan Participants

         1.11 "ELIGIBLE RECIPIENT" means any officer, director, Employee,
Consultant or Advisor of the Company, any Subsidiary, any Parent Corporation of
the Company or any majority owned subsidiary of such Parent Corporation.

         1.12 "PARTICIPANT" means any Eligible Recipient who has been granted an
Award under the Plan.

         1.13 "EMPLOYEE" means any employee (as defined in accordance with
Section 3401(c) of the Code) of the Company, any Subsidiary, any Parent
Corporation of the Company or any majority owned subsidiary of such Parent
Corporation.

         1.14 "CONSULTANT" has the meaning set forth in Rule 701 under the
Exchange Act.

         1.15 "ADVISOR" has the meaning set forth in Rule 701 under the Exchange
Act.

         1.16 "OPTIONEE" means any Participant who has been granted an Option
under the Plan. Administrative Definitions

         1.17 "ADMINISTRATOR" means the Board, or if and to the extent the Board
does not administer the Plan, the Committee in accordance with Article IX.

         1.18 "BOARD" means the Board of Directors of the Company.

         1.19 "COMMITTEE" means the Compensation Committee of the Board, or
another committee of the Board appointed as provided in Section 9.1.

         1.20 "COMPANY" means Integrated Communication Networks, Inc., a Nevada
corporation.

         1.21 "SUBSIDIARY" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

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         1.22 "PARENT CORPORATION" means any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations in the chain
(other than the Company) then owns stock possessing 50 percent or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

         1.23 "COMMON STOCK" means shares of the common stock, par value $0.01
per share, of the Company, and any other securities issuable in respect of or
exchangeable for such shares.

         1.24 "FAIR MARKET VALUE" of a share of Common Stock as of a given date
shall be (i) the mean between the highest and lowest selling price of a share of
Common Stock on such date as reported on the principal exchange (including any
Nasdaq market) on which shares of Common Stock are then trading, or if shares
were not traded on such date, then on the closest preceding date on which a
trade occurred; or (ii) if the Common Stock is not traded on an exchange, the
mean between the closing representative bid and asked prices for the Common
Stock on such date as reported on any national quotation system, as determined
by the Administrator; or (iii) if the Common Stock is not publicly traded, the
Fair Market Value of a share of Common Stock on such date as established by the
Administrator acting in good faith. Statutory References.

         1.25 "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto, or the rules and regulations thereunder.

         1.26 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor thereto, or the rules and
regulations thereunder.

         1.27 "QDRO" means any qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, of 1974, as
amended from time to time, or any successor thereto, or the rules and
regulations thereunder.

         1.28 "RULE 16B-3" means that certain Rule 16b-3 under the Exchange Act,
as such Rule may be amended from time to time, or any successor thereto.


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                                   ARTICLE II

           SHARES SUBJECT TO PLAN; LIMITATIONS ON AWARDS; ADJUSTMENTS

         2.1 NUMBER OF SHARES SUBJECT TO PLAN. The aggregate number of shares
issuable in connection with Awards under the Plan shall not exceed 3,000,000
shares of Common Stock, subject to adjustment as provided in Section 2.6. The
shares of Common Stock issuable under the Plan may be either previously
authorized but unissued shares or treasury shares.

         2.2 SHARES SUBJECT TO UNEXERCISED OPTIONS OR FORFEITED AWARDS AVAILABLE
FOR RE-GRANT. To the extent that an Award expires or is otherwise terminated
without being exercised or vested, or is otherwise forfeited, the shares of
Common Stock subject to such Award shall again be available for issuance in
connection with future Awards under the Plan. If any shares of Common Stock have
been pledged as collateral for indebtedness incurred by a Participant in
connection with the exercise of an Option and such shares are returned to the
Company in satisfaction of such indebtedness, such shares shall again be
available for issuance in connection with future Awards under the Plan.

         2.3 ANNUAL LIMITATION UNDER CODE SECTION 162(M). To the extent
applicable under Section 162(m) of the Code, the maximum number of shares which
may be subject to Awards granted under the Plan to any individual in any
calendar year shall not exceed 1,000,000. To the extent required by Section
162(m) of the Code, shares subject to canceled or forfeited Awards shall
continue to be counted against such limitation.

         2.4 CHANGES IN COMMON STOCK OR ASSETS OF THE COMPANY. In the event that
the outstanding shares of Common Stock are hereafter changed into or exchanged
for cash or a different number or kind of shares or other securities of the
Company, or of another corporation, by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock splitup, stock
dividend, combination of shares or other change in the Common Stock, or in the
event of a "spin-off" or other distribution of assets of the Company having a
material effect on the Fair Market Value of the Common Stock, appropriate
adjustments shall be made by the Administrator, in its absolute discretion, in
(i) the aggregate number of shares reserved for issuance under the Plan, and
(ii) the number, kind and exercise or purchase price of shares issuable in
respect of outstanding Awards under the Plan. In addition, as applicable,
appropriate adjustments shall be made to the limitations set forth in this
Article II. In connection with any event described in this paragraph, the
Administrator may provide, in its absolute discretion, for the cancellation of
any outstanding Awards and payment in cash, securities or other property
therefor.


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                                   ARTICLE III

                               GRANTING OF OPTIONS

         3.1 ELIGIBILITY. Any Eligible Recipient may be granted an Option, but
only Employees of the Company, a Subsidiary of the Company or a Parent
Corporation of the Company may be granted an Incentive Stock Option.

         3.2 GRANTING OF OPTIONS.

         (a) The Administrator shall from time to time, in its absolute
             discretion:

                  (i) Select which Eligible Participants shall be granted
Options;

                  (ii) Determine the number of shares subject to each Option and
its exercise price and vesting schedule;

                  (iii) Determine whether the Option is to be an Incentive Stock
Option or a Non-Qualified Stock Option; and

                  (iv) Determine the other terms and conditions of the Option,
consistent with the Plan, including the effect of the termination of employment
or service of a Participant and the effect, if any, of a change in control of
the Company. (b) The Administrator shall instruct the Secretary of the Company
to issue such Options and may impose such conditions on the grant of such
Options as it deems appropriate. Without limiting the generality of the
preceding sentence, the Administrator may, in its discretion and on such terms
as it deems appropriate, require as a condition on the grant of an Option that
the Optionee surrender for cancellation some or all of the Awards previously
granted to the Optionee under this Plan or otherwise. An Option, the grant of
which is conditioned upon such surrender, may have an option price lower (or
higher) than the exercise price of such surrendered Option or other Award, may
cover the same (or a lesser or greater) number of shares as such surrendered
Option or other Award, may contain such other terms as the Administrator deems
appropriate, and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, exercise period or any other term or
condition of such surrendered Option or other Award.

         3.3 SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS.

         (a) Only Employees of the Company, a Subsidiary of the Company or a
Parent Corporation of the Company may be granted an Incentive Stock Option.

         (b) No person may be granted an Incentive Stock Option under this Plan
if such person, at the time the Incentive Stock Option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any then existing Subsidiary or Parent
Corporation unless such Incentive Stock Option conforms to the applicable
provisions of Section 422 of the Code.

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         (c) Any Incentive Stock Option granted under the Plan may be modified
by the Administrator at any time and in its absolute discretion to disqualify
such Option from treatment as an "incentive stock option" under Section 422 of
the Code.
         (d) To the extent that the aggregate Fair Market Value of stock with
respect to which "incentive stock options" (within the meaning of Section 422 of
the Code, but without regard to Section 422(d) of the Code) are exercisable for
the first time by an Optionee during any calendar year (under the Plan and all
other incentive stock option plans of the Company and any Subsidiary or Parent
Corporation) exceeds $100,000, such Options shall be treated as Non-Qualified
Options to the extent required by Section 422 of the Code. The rule set forth in
the preceding sentence shall be applied by taking Options into account in the
order in which they were granted. For purposes of this Section 3.3(d), the Fair
Market Value of such stock shall be determined as of the time the Option with
respect to such stock is granted.

                                   ARTICLE IV

                         TERMS AND CONDITIONS OF OPTIONS

         4.1 OPTION AGREEMENT. Each Option shall be evidenced by a written stock
option agreement, which shall be executed by the Optionee and an authorized
officer of the Company and which shall contain such terms and conditions as the
Administrator shall determine, consistent with the Plan.

         4.2 OPTION PRICE. The price per share of the shares subject to each
Option shall be set by the Administrator; provided, however, that (i) such price
shall be no less than the par value, if any, of a share of Common Stock, (ii)
such price shall be no less than the minimum price, if any, required from time
to time under applicable Blue Sky Laws (currently, under California law, in
general, 85% of the "fair value" of the Common Stock on the date of grant, but
110% of the fair value in the case of Optionees holding 10% or more of the
voting power of all classes of stock of the Company or its Subsidiaries or
Parent Corporations), and (iii) in the case of Options intended to qualify as
Incentive Stock Options or as performance-based compensation as described in
Section 162(m)(4)(C) of the Code such price shall, to the extent required by law
at the time of grant, be no less than 100% of the Fair Market Value of a share
of Common Stock on the date the Option is granted (110% of the Fair Market Value
of a share of Common Stock on the date an Incentive Stock Option is granted in
the case of an individual then owning (within the meaning of Section 424(d) of
the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or any Subsidiary or Parent Corporation).

         4.3 OPTION TERM. The term of an Option shall be set by the
Administrator in its discretion; provided, however, that, in the case of
Incentive Stock Options or any Option subject to applicable Blue Sky Laws, the
term shall not be more than ten (10) years from the date the Option is granted,
or five (5) years from such date if an Incentive Stock Option is granted to an
individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or Parent Corporation.

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         4.4 OPTION VESTING AND EXERCISABILITY. Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Administrator at or after grant. The Administrator may
provide, in its discretion, that any Option shall be exercisable only in
installments, and the Administrator may waive such installment exercise
provisions at any time in whole or in part based on such factors as the
Administrator may determine, in its sole discretion, including but not limited
to in connection with any "change in control" of the Company, as defined in any
stock option agreement. Notwithstanding the foregoing, to the extent required by
applicable Blue Sky Laws, the minimum vesting schedule shall be at the rate of
no less than 20% per year over five years from the date of grant.

         4.5 EFFECT OF TERMINATION OF EMPLOYMENT. The Administrator shall
determine the extent, if any, to which an Option may be exercisable following
the termination of employment or service of a Participant under any
circumstances.

                                    ARTICLE V

                               EXERCISE OF OPTIONS

         5.1 PARTIAL EXERCISE. An exercisable Option may be exercised in whole
or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Administrator may require that a partial exercise be
with respect to a minimum number of shares.

         5.2 MANNER OF EXERCISE. All or a portion of an exercisable Option shall
be deemed exercised upon delivery of all of the following to the Secretary of
the Company or the Secretary's office:

         (a) A written notice complying with the applicable rules established by
the Administrator stating that the Option, or a portion thereof, is to be
exercised. The notice shall be signed by the Optionee or other person then
entitled to exercise the Option or such portion;

         (b) Such representations and documents as the Administrator, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal or state securities laws or regulations. The Administrator may, in its
absolute discretion, also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing legends on
share certificates and issuing stop-transfer notices to agents and registrars;

         (c) In the event that the Option shall be exercised pursuant to Section
10.1 by any person or persons other than the Optionee, appropriate proof of the
right of such person or persons to exercise the Option; and

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         (d) Full cash payment to the Secretary of the Company for the shares
with respect to which the Option, or portion thereof, is exercised. However, at
the discretion of the Administrator, the terms of the Option may (i) allow a
delay in payment up to thirty (30) days from the date the Option, or portion
thereof, is exercised; (ii) allow payment, in whole or in part, through the
delivery of shares of Common Stock owned by the Optionee for at least six months
prior to the date of delivery, duly endorsed for transfer to the Company, having
a Fair Market Value on the date of delivery equal to the aggregate exercise
price of the Option or exercised portion thereof; (iii) allow payment, in whole
or in part, of the aggregate exercise price of the Option or exercised portion
thereof through a broker or other cashless exercise procedure;(iv) allow
payment, in whole or in part, through the delivery of property of any kind which
constitutes good and valuable consideration; (v) allow payment, in whole or in
part, to the extent permitted by law, through delivery of a promissory note
payable upon such terms and conditions as may be prescribed by the Administrator
in its absolute discretion; or (vi) allow payment through any combination of the
foregoing. In the case of a promissory note, the Administrator shall prescribe
the form of such note, the extent to which the note shall be recourse against
the Optionee, the security to be given for such note (and the terms of any
related pledge agreement), the rate of interest, if any, that the note shall
bear, and the schedule of payments of principal and interest on the note. Any
such note or loan shall comply with all applicable laws, regulations and rules
of the Board of Governors of the Federal Reserve System and any other
governmental agency having jurisdiction.

         5.3 CONDITIONS TO ISSUANCE OF STOCK CERTIFICATE. The Company shall not
be required to issue or deliver any certificate or certificates for shares of
stock purchased upon the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:

         (a) The admission of such shares to listing on all stock exchanges on
which such class of stock is then listed;

         (b) The completion of any registration or other qualification of such
shares under any state or federal law, or under the rulings or regulations of
the Securities and Exchange Commission or any other governmental regulatory body
which the Administrator shall, in its absolute discretion, deem necessary or
advisable;

         (c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Administrator shall, in its absolute
discretion, determine to be necessary or advisable;

         (d) The lapse of such reasonable period of time following the exercise
of the Option as the Administrator may establish from time to time for reasons
of administrative convenience; and

         (e) The receipt by the Company of full payment for such shares,
including payment of any applicable withholding tax. [what are our tax
requirement]

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         5.4 RIGHTS AS STOCKHOLDERS. The holders of Options shall not be, nor
have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of an Option unless and until
certificates representing such shares have been issued by the Company to such
holders.

         5.5 OWNERSHIP AND TRANSFER RESTRICTIONS. The Administrator, in its
absolute discretion, may impose such restrictions on the ownership and
transferability of the shares purchasable upon the exercise of an Option as it
deems appropriate. Any such restriction shall be set forth in the respective
stock option agreement and may be referred to on the certificates evidencing
such shares.

                                   ARTICLE VI

                            AWARD OF RESTRICTED STOCK


         6.1 AWARD OF RESTRICTED STOCK. The Administrator shall from time to
time, in its absolute discretion, select which Eligible Recipients shall be
awarded Restricted Stock, and determine the purchase price, if any, and other
terms and conditions applicable to such Restricted Stock, consistent with the
Plan. The Administrator shall instruct the Secretary of the Company to issue
such Restricted Stock and may impose such conditions on the issuance of such
Restricted Stock as it deems appropriate.

         6.2 RESTRICTED STOCK AGREEMENT. Restricted Stock shall be issued only
pursuant to a written restricted stock agreement, which shall be executed by the
Participant and an authorized officer of the Company and which shall contain
such terms and conditions as the Administrator shall determine, consistent with
this Plan.

         6.3 RIGHTS AS STOCKHOLDERS. Upon delivery of the shares of Restricted
Stock to the escrow holder pursuant to Section 6.5, the Participant shall have,
unless otherwise provided by the Administrator, all the rights of a stockholder
with respect to said shares, subject to the restrictions in the restricted stock
agreement, including the right to receive all dividends and other distributions
paid or made with respect to the shares; provided, however, that in the
discretion of the Administrator, any extraordinary distributions with respect to
the Common Stock shall be subject to the restrictions set forth in Section 6.4.

         6.4 RESTRICTIONS. All shares of Restricted Stock issued under the Plan
(including any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form
of recapitalization) shall be subject to such restrictions as the Administrator
shall provide in the restricted stock agreement, which restrictions may include,
without limitation, restrictions concerning voting rights and transferability
and restrictions based on duration of employment with the Company, Company
performance and individual performance; provided, however, that by a resolution
adopted after the Restricted Stock is issued, the Administrator may, on such
terms and conditions as it may determine to be appropriate, remove any or all of
the restrictions imposed by the terms of the restricted stock agreement.
Restricted Stock may not be sold or encumbered until all restrictions are
terminated or expire.

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         6.5 ESCROW. The Secretary of the Company or such other escrow holder as
the Administrator may appoint shall retain physical custody of each certificate
representing Restricted Stock until all of the restrictions imposed under the
restricted stock agreement with respect to the shares evidenced by such
certificate expire or shall have been removed.

         6.6 LEGEND. In order to enforce the restrictions imposed upon shares of
Restricted Stock hereunder, the Administrator shall cause a legend or legends to
be placed on certificates representing all shares of Restricted Stock subject to
restrictions under restricted stock agreements, which legend or legends shall
make appropriate reference to the conditions imposed thereby.

                                   ARTICLE VII

                    PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS,
                         DEFERRED STOCK, STOCK PAYMENTS

         7.1 PERFORMANCE AWARDS. Any Eligible Recipient selected by the
Administrator may be granted one or more Performance Awards. The value of such
Performance Awards may be linked to the market value, book value, net profits or
other measure of the value of the Common Stock or other specific performance
criteria determined by the Administrator.

         7.2 DIVIDEND EQUIVALENTS. Any Eligible Recipient selected by the
Administrator may be granted Dividend Equivalents based on the dividends
declared on the Common Stock during the period between the date an Award is
granted and the date such Award is exercised, vests or expires, as determined by
the Administrator. Such Dividend Equivalents shall be converted to cash or
additional shares of Common Stock by such formula and at such time and subject
to such limitations as may be determined by the Administrator.

         7.3 STOCK PAYMENTS. Any Eligible Recipient selected by the
Administrator may receive Stock Payments in the manner determined from time to
time by the Administrator. The number of shares shall be determined by the
Administrator and may be based upon the Fair Market Value, book value, net
profits or other measure of the value of Common Stock or other specific
performance criteria determined by the Administrator.

         7.4 DEFERRED STOCK. Any Eligible Recipient selected by the
Administrator may be granted an award of Deferred Stock in the manner determined
from time to time by the Administrator. The number of shares of Deferred Stock
shall be determined by the Administrator and may be linked to the market value,
book value, net profits or other measure of the value of the Common Stock or
other specific performance criteria determined by the Administrator. Common
Stock underlying a Deferred Stock award will not be issued until the Deferred
Stock award has vested, pursuant to a vesting schedule or performance criteria
set by the Administrator. Unless otherwise provided by the Administrator, a
Participant shall have no rights as a Company stockholder with respect to such
Deferred Stock until such time as the award has vested and the Common Stock
underlying the award has been issued.

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         7.5 PERFORMANCE AWARD AGREEMENT, DIVIDEND EQUIVALENT AGREEMENT,
DEFERRED STOCK AGREEMENT, STOCK PAYMENT AGREEMENT. Each Performance Award,
Dividend Equivalent, award of Deferred Stock and/or Stock Payment shall be
evidenced by a written agreement, which shall be executed by the Participant and
an authorized officer of the Company and contain such terms and conditions as
the Administrator shall determine, consistent with the Plan.

         7.6 TERM. The term of a Performance Award, Dividend Equivalent, award
of Deferred Stock and/or Stock Payment shall be set by the Administrator in its
discretion.

         7.7 PAYMENT ON EXERCISE. Payment of the amount determined under Section
7.1 or 7.2 above shall be in cash, in Common Stock or a combination of both, as
determined by the Administrator. To the extent any payment under this Article
VII is made in Common Stock, it shall be made subject to satisfaction of all
provisions of Section 5.3.

                                  ARTICLE VIII

                            STOCK APPRECIATION RIGHTS

         8.1 GRANT OF STOCK APPRECIATION RIGHTS. Any Eligible Recipient selected
by the Administrator may be granted one or more Stock Appreciation Rights. A
Stock Appreciation Right may be granted (i) in connection and simultaneously
with the grant of an Option, (ii) with respect to a previously granted Option,
or (iii) independent of an Option. A Stock Appreciation Right shall be subject
to such terms and conditions not inconsistent with the Plan as the Administrator
shall impose, and shall be evidenced by a written stock appreciation right
agreement, which shall be executed by the Participant and an authorized officer
of the Company. Without limiting the generality of the preceding sentence, the
Administrator may, in its discretion and on such terms as it deems appropriate,
require as a condition of the grant of a Stock Appreciation Right that a
Participant surrender for cancellation some or all of the unexercised Awards or
other rights which have been previously granted to the Participant under this
Plan or otherwise. A Stock Appreciation Right, the grant of which is conditioned
upon such surrender, may have an exercise price lower (or higher) than the
exercise price of the surrendered Award, may cover the same (or a lesser or
greater) number of shares as such surrendered Award, may contain such other
terms as the Administrator deems appropriate, and shall be exercisable in
accordance with its terms, without regard to the number of shares, price,
exercise period or any other term or condition of such surrendered Award.


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         8.2 COUPLED STOCK APPRECIATION RIGHTS.

         (a) A Coupled Stock Appreciation Right ("CSAR") shall be related to a
particular Option and shall be exercisable only when and to the extent the
related Option is exercisable.

         (b) A CSAR may be granted to a Participant for no more than the number
of shares subject to the Option to which it is coupled.

         (c) A CSAR shall entitle the Participant (or other person entitled to
exercise the Option pursuant to this Plan) to surrender to the Company
unexercised a portion of the Option to which the CSAR relates (to the extent
then exercisable pursuant to its terms) and to receive from the Company in
exchange therefor an amount determined by multiplying (i) the excess of the Fair
Market Value of a share of Common Stock on the date of exercise of the CSAR over
the Option exercise price, by (ii) the number of shares of Common Stock with
respect to which the CSAR shall have been exercised, subject to any limitations
the Administrator may impose.

         8.3 INDEPENDENT STOCK APPRECIATION RIGHTS.

         (a) An Independent Stock Appreciation Right ("ISAR") shall be unrelated
to any Option and shall have a term set by the Administrator. An ISAR shall be
exercisable in such installments as the Administrator may determine. An ISAR
shall cover such number of Shares of Common Stock as the Committee may
determine. The exercise price per share of Common Stock subject to each ISAR
shall be set by the Administrator.

         (b) An ISAR shall entitle the Participant (or other person entitled to
exercise the ISAR pursuant to this Plan) to exercise all or a specified portion
of the ISAR (to the extent then exercisable pursuant to its terms) and to
receive from the Company an amount determined by multiplying (i) the excess of
the Fair Market Value of a share of Common Stock on the date of exercise of the
ISAR over the exercise price of the ISAR, by (ii) the number of shares of Common
Stock with respect to which the ISAR shall have been exercised, subject to any
limitations the Administrator may impose.

         8.4 PAYMENT AND LIMITATIONS ON EXERCISE. Payment of the amount
determined under Section 8.2(c) and 8.3(b) above shall be in cash, in Common
Stock (based on its Fair Market Value as of the date the Stock Appreciation
Right is exercised) or a combination of both, as determined by the
Administrator. To the extent such payment is effected in Common Stock it shall
be made subject to satisfaction of all provisions of Section 5.3 hereinabove.

                                   ARTICLE IX

                                 ADMINISTRATION

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         9.1 COMPENSATION COMMITTEE. The Compensation Committee (or a
subcommittee of the Board assuming the functions of the Committee under the
Plan) shall consist of two or more Directors appointed by and holding office at
the pleasure of the Board. To the extent applicable, the members of the
Committee shall each be a "Non-Employee Director" as defined under Rule 16b-3
and an "outside director" as defined under Section 162(m) of the Code.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may be filled by the Board.

         9.2 DUTIES AND POWERS OF ADMINISTRATOR. It shall be the duty of the
Administrator to conduct the general administration of this Plan in accordance
with its provisions. The Administrator shall have the power to interpret this
Plan and the agreements pursuant to which Awards are made, and to adopt such
rules for the administration, interpretation, and application of this Plan as
are consistent therewith and to interpret, amend or revoke any such rules. The
Administrator shall have the power, consistent with the terms of the Plan, to
establish the terms and conditions of each Award under the Plan, including
without limitation (i) the effect of the termination of employment or service of
a Participant under any circumstances and (ii) the effect, if any, of a change
in control of the Company on such Award. Awards under this Plan need not be the
same with respect to each Participant. Any such interpretations and rules with
respect to Incentive Stock Options shall be consistent with the provisions of
Section 422 of the Code. In its absolute discretion, the Board may at any time
and from time to time exercise any and all rights and duties of the Committee
under this Plan except with respect to matters which under Rule 16b-3 or Section
162(m) of the Code, or any regulations or rules issued thereunder, are required
to be determined in the sole discretion of the Committee.

         9.3 MAJORITY RULE. The Administrator shall act by a majority of its
members in attendance at a meeting at which a quorum is present or by a
memorandum or other written instrument signed by all members of the
Administrator.

         9.4 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS. Members
of the Board or Committee shall receive such compensation for their services as
may be determined by the Board. All expenses and liabilities which Board or
Committee members incur in connection with the administration of the Plan shall
be borne by the Company. The Administrator may, with the approval of the Board,
employ attorneys, consultants, accountants, appraisers, brokers, or other
persons. The Administrator, the Company and the Company's officers and directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Administrator in good faith shall be final and binding upon all
Participants, the Company and all other interested persons. No members of the
Board or Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or Awards granted
under the Plan, and all members of the Board or Committee shall be fully
protected and indemnified by the Company in respect of any such action,
determination or interpretation.



                                       13
<PAGE>

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         10.1 NOT TRANSFERABLE. Except as may otherwise be authorized in writing
by the Administrator in accordance with applicable law, Awards granted under the
Plan may not be sold, pledged, assigned, or transferred in any manner other than
by will or the laws of descent and distribution, unless and until such Awards
have been exercised, or the shares underlying such Awards have been issued, and
all restrictions applicable to such shares have lapsed. No Award or interest or
right therein shall be liable for the debts, contracts or engagements of any
Participant or his or her successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect; provided
however, that this Section 10.1 shall not prevent (i) transfers by will or by
the applicable laws of descent and distribution, (ii) the designation of a
beneficiary to exercise any Option or other right or Award (or any portion
thereof) granted under the Plan after the Participant's death, or (iii)
transfers to a Participant's alternate payee pursuant to a QDRO. During the
lifetime of the Participant, only the Participant or an alternate payee under a
QDRO may exercise an Option or other right or Award (or any portion thereof)
granted under the Plan. After the death of the Participant, any exercisable
portion of an Option or other right or Award may, subject to the terms of such
Award, be exercised by the Participant's personal representative or by any
person empowered to do so under the Participant's beneficiary designation, will
or living trust or under the then applicable laws of descent and distribution.

         10.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Plan shall
terminate on the tenth anniversary of the Board's adoption of the Plan. The Plan
may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Administrator. Shareholder
approval shall be required as a condition of such action only (i) to increase
the limits on the number of shares that may be issued under the Plan pursuant to
Section 2.1 (but only to the extent required by applicable law, regulation or
rule), (ii) to amend the limitation on annual grants under Section 2.5
(excepting in each case adjustments made pursuant to Section 2.6), or (iii) as
otherwise required by applicable law, regulation or rule. No amendment,
suspension or termination of the Plan shall, without the consent of the holder,
alter or impair any rights or obligations under any outstanding Award, unless
the Plan or the Award Agreement otherwise expressly so provides. No Awards may
be granted during any period of suspension or after termination of the Plan.

         10.3 TAX WITHHOLDING. The Company shall be entitled to require payment
in cash or deduction from other compensation payable to each Participant of any
sums required by federal, state or local tax law to be withheld with respect to
the issuance, vesting or exercise of any Award. The Administrator may in its
discretion and in satisfaction of the foregoing requirement allow such
Participant to elect to have the Company withhold shares of Common Stock (or
allow the return of shares of Common Stock) having a Fair Market Value equal to
the sums required to be withheld.

                                       14
<PAGE>

         10.4 LOAN. The Administrator may, in its discretion, extend one or more
loans in connection with the exercise or receipt of an Award granted under the
Plan. The terms and conditions of any such loan shall be set by the
Administrator in its sole discretion.

         10.5 LIMITATIONS APPLICABLE TO SECTION 16 PERSONS AND PERFORMANCE-BASED
COMPENSATION. Except as otherwise determined by the Administrator, any Award to
a Participant subject to Section 16 of the Exchange Act shall be subject to any
additional requirements set forth in any applicable rule under Section 16 of the
Exchange Act to the extent necessary to qualify the Award for an applicable
exemption, and the Plan shall be deemed amended to the extent necessary to
conform to such requirements. Furthermore, any Award intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
shall be subject to any additional limitations set forth in Section 162(m) of
the Code or any regulations or rulings issued thereunder that are requirements
for qualification as performance-based compensation as described in Section
162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent
necessary to conform to such requirements.

         10.6 EFFECT OF PLAN UPON OPTIONS AND COMPENSATION PLANS. The adoption
of the Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary or Parent Corporation. Nothing in the Plan
shall be construed to limit the right of the Company (i) to establish any other
forms of incentives or compensation for employees of the Company or any
Subsidiary or (ii) to grant or assume options or other rights otherwise than
under this Plan in connection with any proper corporate purpose, including but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, partnership, firm or association.

         10.7 COMPLIANCE WITH LAWS. The Plan, the granting and vesting of Awards
under the Plan and the issuance and delivery of shares of Common Stock and the
payment of money under the Plan or under Awards granted hereunder are subject to
compliance with all applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities law and federal
margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities delivered under
this Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable to
assure compliance with all applicable legal requirements. To the extent
permitted by applicable law, the Plan and Awards granted hereunder shall be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.

                                       15
<PAGE>

         10.8 UNFUNDED STATUS OF THE PLAN. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant by the Company, nothing contained herein shall give any
Participant any rights greater than those of a general creditor of the Company.

         10.9 TITLES. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of the Plan.

         10.10 GOVERNING LAW. The Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Nevada without regard to conflicts of laws thereof.


I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of Integrated Communication Networks, Inc., on April 17, 2000.

         Executed on this 17thday of April, 2000.


                                               /s/ David J. Chadwick
                                               --------------------------------
                                               Name: David J. Chadwick
                                               Title:  President and CEO