SENIOR EXECUTIVE INCENTIVE STOCK OPTION PLAN

 

                           METROGOLF INCORPORATED
                SENIOR EXECUTIVE INCENTIVE STOCK OPTION PLAN

     PURPOSES OF AND BENEFITS UNDER THE INCENTIVE PLAN.  This Senior 
Executive Stock Option Plan (the "Incentive Plan") is intended to encourage 
stock ownership by senior executives of MetroGolf Incorporated (the 
"Corporation"), so that they may acquire or increase their proprietary 
interest in the Corporation, and is intended to facilitate the Corporation's 
efforts to (i) induce qualified persons to become executives of the 
Corporation and (ii) encourage such persons to remain in the employ of or 
associated with the Corporation and to put forth maximum efforts for the 
success of the Corporation.

     1.  DEFINITIONS.  As used in this Incentive Plan, the following words 
and phrases shall have the meanings indicated:

         (a)  "Board" shall mean the Board of Directors of the Corporation.

         (b)  "Committee" shall mean the Compensation Committee appointed by 
the Board, if one has been appointed. If no Committee has been appointed, the 
term "Committee" shall mean the Board. Following the Registration Date, the 
Committee shall consist of at least two persons (or such other number as may 
be required under Rule 16b-3, each of whom is a Disinterested Director, 
appointed by and holding office at the pleasure of the Board).

         (c)  "Common Stock" shall mean the Corporation's $.01 par value 
common stock.

         (d)  "Disability" shall mean a Recipient's inability to engage in 
any substantial gainful activity by reason of any medically determinable 
physical or mental impairment that can be expected to result in death or that 
has lasted or can be expected to last for a continuous period of no less than 
12 months. If the Recipient has a disability insurance policy, the term 
"Disability" shall be defined therein.

         (e)  "Disinterested Director" means a member of the Board who is 
not, during the one year prior to service as a member of the Committee, or 
during such service, granted or awarded equity securities pursuant to the 
Incentive or any other plan of the Corporation, except for formula grants or 
awards made pursuant to exceptions provided under Rule 16b-3.

         (f)  "Fair Market Value" per share as of a particular date shall 
mean: (i) the last sale price of the Corporation's Common Stock as reported 
on a national securities exchange or on the NASDAQ National Market System or 
by NASDAQ; or (ii) if the quotation for the last sale reported is not 
available for the Corporation's Common Stock as so reported; or (iii) if such 
quotations are unavailable, the value determined by the Committee in its 
discretion in a bona fide, good faith determination of fair market value. 
Fair Market Value shall be determined without

regard to any restriction other than a restriction which, by its terms, will 
never lapse. In the case of Options granted at a time when the Corporation 
does not have a registration statement in effect relating to the shares 
issuable hereunder, the value at which the Option shares are issued may be 
determined by the Committee at a reasonable discount from Fair Market Value 
to reflect the restricted nature of the shares to be issued and the inability 
of the Recipient to sell those shares promptly.

         (g)  "Recipient" means any person granted an Option hereunder.

         (h)  "Rule 16b-3" means Rule 16b-3 which has been adopted by the 
Securities and Exchange Commission under the Securities and Exchange Act of 
1934, if and as such rule is then in effect.

     2.  Administration.

         (a)  The Incentive Plan shall be administered by the Committee. The 
Committee shall have the authority in its discretion, subject to and not 
inconsistent with the express provisions of the Incentive Plan, to administer 
the Incentive Plan and to exercise all the powers and authorities either 
specifically conferred under the Incentive Plan or necessary or advisable in 
the administration of the Incentive Plan, including the authority: to grant 
Options; to determine the vesting schedule and other restrictions, if any, 
relating to Options; to determine the purchase price of the shares of Common 
Stock covered by each Option (the "Option Price"); to determine the persons 
to whom, and the time or times at which, Options shall be granted; to 
determine the number of shares to be covered by each Option; to determine 
Fair Market Value per share; to interpret the Incentive Plan; to prescribe, 
amend and rescind rules and regulations relating to the Incentive Plan; to 
determine the terms and provisions of the Option agreements (which need not 
be identical) entered into in connection with Options granted under the 
Incentive Plan; and to make all other determinations deemed necessary or 
advisable for the administration of the Incentive Plan. The Committee may 
delegate to one or more of its members or to one or more agents such 
administrative duties as it may deem advisable, and the Committee or any 
person to whom it has delegated duties as aforesaid may employ one or more 
persons to render advice with respect to any responsibility the Committee or 
such person may have under the Incentive Plan.

         (b)  Options granted under the Incentive Plan shall be evidenced by 
duly adopted resolutions of the Committee included in the minutes of the 
meeting at which they are adopted or in a unanimous written consent.

         (c)  The Committee shall endeavor to administer the Incentive Plan 
and grant Options hereunder in a manner that is compatible with the 
obligations of persons subject to Section 16 of the Securities Exchange Act 
of 1934 (the "1934 Act"), although compliance with Section 16 is the 
obligation of the Recipient, not the Corporation. Neither the Committee, the 
Board nor the Corporation can assume any legal responsibility for a 
Recipient's compliance with his 

obligations under Section 16 of the 1934 Act.

          (d) No member of the Committee or the Board shall be liable for any 
action taken or determination made in good faith with respect to the 
Incentive Plan or any Option or Bonus granted hereunder.

     3.   ELIGIBILITY.

          (a) Subject to certain limitations hereinafter set forth, Options 
may be granted to senior executives of the Corporation. In determining the 
persons to whom Options shall be granted and the number of shares to be 
covered by each Option, the Committee shall take into account the duties of 
the respective persons, their present and potential contributions to the 
success of the Corporation, and such other factors as the Committee shall 
deem relevant to accomplish the purposes of the Incentive Plan.

          (b) A Recipient shall be eligible to receive more than one grant of 
an Option during the term of the Incentive Plan, on the terms and subject to 
the restrictions herein set forth.

     4.   STOCK RESERVED.

          (a) The stock subject to Options hereunder shall be shares of 
Common stock, Such shares, in whole or in part, may be authorized but 
unissued shares or shares that shall have been or that may be reacquired by 
the Corporation. The aggregate number of shares of Common Stock as to which 
Options may be granted from time to time under the Incentive Plan shall not 
exceed 250,000 subject to adjustment as provided in Section 5(h) hereof.

          (b) If any Option outstanding under the Incentive Plan for any 
reason expires or is terminated without having been exercised in full, or if 
any Option granted is forfeited because of vesting or other restrictions 
imposes at the time of grant, the shares of Common Stock allocable to the 
unexercised portion of such Option shall become available for subsequent 
grants of Options under the Incentive Plan.

     5.   TERMS AND CONDITIONS OF OPTIONS: OPTION AGREEMENTS.  Each Option 
granted pursuant to the Incentive Plan shall be evidenced by a written Option 
agreement between the Corporation and the Recipient, which agreement shall be 
substantially in the form of Exhibit A hereto as modified from time to time 
by the Committee in its discretion. Each Option Agreement shall comply with 
and be subject to the following terms and conditions:

          (a)  NUMBER OF SHARES.  Each Option agreement shall state the 
number of shares of Common Stock covered by the Option.

          (b)  OPTION PRICE.  Each Option agreement shall state the Option 
Price, which 

shall be determined by the Committee subject only to the following 
restrictions:

              (1)  The Option Price shall be subject to adjustment as provided 
in Section 5(h) hereof.

              (2)  The date on which the Committee adopts a resolution 
expressly granting an Option shall be considered the day on which such 
option is granted, unless a future date is specified in the resolution, and 
the Fair Market Value of The Common Stock to which such Option relates shall 
be determined at the close of the day on which the resolution is adopted, 
unless another value and/or another date is specified in the resolution.

         (c)  TERM AND VESTING OF OPTION.  Each Option agreement shall state 
the period during and time at which the Option shall vest and be exercisable, 
in accordance with the following limitations:

              (1)  Unless otherwise stated in the granting resolution, the 
date on which the Committee adopts a resolution expressly granting an Option 
shall be considered the day on which such Option is granted, although such 
grant shall not be effective until the Recipient has executed an Option 
Agreement with respect to such Option.

              (2)  The exercise period of any Option shall not exceed ten 
years from the date of grant of the Option.

              (3)  The Committee shall not have the authority to accelerate or 
extend the exercisability of any outstanding Option at such time and under 
such circumstances as it, in its sole discretion, deems appropriate. No 
exercise period may be so extended to increase the term of the Option beyond 
ten years from the date of the grant.

              (4)  The exercise period shall be subject to earlier termination 
as provided in Sections 5(e) and 5(f) hereof, and furthermore, shall be 
terminated under surrender of the Option by the holder thereof if such 
surrender has been authorized in advance by the Committee.

         (d)  METHOD OF EXERCISE AND MEDIUM AND TIME OF PAYMENT.

              (1) An Option may be exercised as to any or all whole shares of 
Common Stock as to which it then is exercisable; provided, however, that no 
Option may be exercised as to less than 100 shares (or such number of shares 
as to which the Option is then exercisable if such number of shares is less 
than 100).

              (2)  Each exercise of an Option granted hereunder, whether in 
whole or in part, shall be effected by written notice to the Secretary of the 
Corporation designating the number of shares as to which the Option is being 
exercised, and shall be accompanied by payment in full

of the Option Price for the number of shares so designated, together with any 
written statements required by, or deemed by the Corporation's counsel to be 
advisable pursuant to, any applicable securities laws.

              (3)  The Option Price shall be paid in cash, or in shares of 
Common Stock having a Fair Market Value equal to such Option Price, or in 
property or in a combination of cash, shares and property and, subject to 
approval of the Committee, may be effected in whole or in part with funds 
received from the Corporation at the time of exercise as a compensatory cash 
payment.

              (4)  The Committee shall have the sole and absolute discretion to 
determine whether or not property other than cash or Common Stock may be used 
to purchase the shares of Common Stock hereunder, and, if so, to determine 
the value of the property received.

              (5)  The Recipient shall make provision for the withholding of 
taxes as required by Paragraph 6 hereof.

         (e)  TERMINATION.  Except as provided herein or in the Option 
Agreement by and between the Corporation and the Recipient, an Option may not 
vest unless the Recipient has been continuously employed by the Corporation 
(or a corporation or a Parent or Subsidiary Corporation of such corporation 
issuing or assuming the option in a transaction to which Section 424(a) of 
the Internal Revenue Code applies) through the corresponding vesting date.

              (1)  Unless otherwise provided in the Option Agreement by and 
between the Corporation and the Recipient, if the Recipient ceases to be an 
employee or officer of the Corporation (other than by reason of death, 
Disability or retirement) all Options theretofore granted and vested to such 
Recipient that are exercisable at the time of such cessation may, unless 
earlier terminated in accordance with their terms, be exercised within three 
months after such cessation; provided, however, that if the executive shall 
be removed, for cause, all Options theretofore granted to such Recipient 
shall, to the extent not theretofore exercised, terminate forthwith.

              (2)  Nothing in the Incentive Plan or in any Option granted 
hereunder shall confer upon an individual any right to continue in the employ 
of or maintain any other relationship with the Corporation or interfere in 
any way with the right of the Corporation to terminate such employment or 
other relationship between the individual and the Corporation.

         (f)  DEATH, DISABILITY OR RETIREMENT OF RECIPIENT.  Unless otherwise 
provided in the Option Agreement by and between the Corporation and the 
Recipient, if a Recipient shall die while an executive of the Corporation, or 
if the Recipient's executive status shall terminate by reason of Disability 
or retirement, all Options theretofore granted to such Recipient, whether or 
not otherwise exercisable, unless terminated in accordance with their terms, 
may be exercised

by the Recipient or by the Recipient's estate or by a person who acquired the 
right to exercise such Options by bequest or inheritance or otherwise by 
reason of the death or Disability of the Recipient, at any time within one 
year after the date of death, Disability or retirement of the Recipient.

     (g)  TRANSFERABILITY RESTRICTION.

          (1) Options granted under the Incentive Plan shall not be 
transferable other than by will or by the laws of descent and distribution or 
pursuant to a qualified domestic relations order as defined by the Internal 
Revenue Code of Title I of the Employee Retirement Income Security Act of 
1974, or the rules thereunder.  Options may be exercised, during the lifetime 
of the Recipient, only by the Recipient and thereafter only by his legal 
representative.

          (2) Any attempted sale, pledge, assignment, hypothecation or other 
transfer of an Option contrary to the provisions hereof and/or the levy of 
any execution, attachment or similar process upon an Option, shall be null and 
void and without force or effect and shall result in a termination of the 
Option.

          (3)(A) As a condition to the transfer of any shares of Common Stock 
issued upon exercise of an Option granted under this Incentive Plan, the 
Corporation may require an opinion of counsel, satisfactory to the 
Corporation, to the effect that such transfer will not be in violation of the 
Securities Act of 1933, as amended (the "1933 Act") or any other applicable 
securities laws or that such transfer has been registered under federal and 
all applicable state securities laws.  (B) Further, the Corporation shall be 
authorized to refrain from delivering or transferring shares of Common Stock 
issued under this Incentive Plan until the Committee determines that such 
delivery or transfer will not violate applicable securities laws and the 
Recipient has tendered to the Corporation any federal, state or local tax 
owed by the Recipient as a result of exercising the Option or disposing of 
any Common Stock when the Corporation has a legal liability to satisfy such 
tax.  (C) The Corporation shall not be liable for damages due to delay in the 
delivery or issuance of any stock certificate for any reason whatsoever, 
including, but not limited to, a delay caused by listing requirements of any 
securities exchange or any registration requirements under the 1933 Act, the 
1934 Act, or under any other state, federal or provincial law, rule or 
regulation.  (D) The Corporation is under no obligation to take any action 
or incur any expense in order to register or qualify the delivery or transfer 
of shares of Common Stock under applicable securities laws or to perfect any 
exemption from such registration or qualification.  (E) Furthermore, the 
Corporation will not be liable to any Recipient for failure to deliver or 
transfer shares of Common Stock if such failure is based upon the provisions 
of this paragraph.

     (h)  EFFECT OF CERTAIN CHANGES.

          (1) If there is any change in the number of shares of outstanding 

Common Stock through the declaration of stock dividends, or through a 
recapitalization resulting in stock splits or combinations or exchanges of 
such shares, the number of shares of Common Stock available for Options and 
the number of such shares covered by outstanding Options, and the exercise 
price per share of the outstanding Options, shall be proportionately adjusted 
by the Committee to reflect any increase or decrease in the number of issued 
shares of Common Stock; provided, however, that any fractional shares 
resulting from such adjustment shall be eliminated.

          (2)  In the event of the proposed dissolution or liquidation of the 
Corporation, or any corporate separation or division, including, but not 
limited to, split-up, split-off or spin-off, or a merger or consolidation of 
the Corporation with another corporation, the Committee may provide that the 
holder of each Option then exercisable shall have the right to exercise such 
Option (at its then current Option Price) solely for the kind and amount of 
shares of stock and other securities, property, cash or any combination 
thereof receivable upon such dissolution, liquidation, corporate separation or 
division, or merger or consolidation by a holder of the number of shares of 
Common Stock for which such Option might have been exercised immediately 
prior to such dissolution, liquidation, corporate separation or division, or 
merger or consolidation; or, in the alternative the Committee may provide 
that each Option granted under the Incentive Plan shall terminate as of a 
date fixed by the Committee; provided, however, that not less than 30 days' 
written notice of the date so fixed shall be given to each Recipient, who 
shall have the right, during the period of 30 days preceding such 
termination, to exercise the Option as to all or any part of the shares of 
Common Stock covered thereby, including shares as to which such Option would 
not otherwise be exercisable.

          (3)  Paragraph (2) of this Section 5(h) shall not apply to a merger 
or consolidation in which the Corporation is the surviving corporation and 
shares of Common Stock are not converted into or exchanged for stock, 
securities of any other corporation, cash or any other thing of value. 
Notwithstanding the preceding sentence, in case of any consolidation or 
merger of another corporation and in which there is a reclassification or 
change (including a change to the right to receive cash or other property) of 
the shares of Common Stock (excluding a change in par value, or from no par 
value to par value, or any change as a result of a subdivision or 
combination, but including any change in such shares into two or more classes 
or series of shares), the Committee may provide that the holder of each 
Option then exercisable shall have the right to exercise such Option solely 
for the kind and amount of shares of stock and other securities (including 
those of any new direct or indirect parent of the Corporation), property, 
cash, or any combination thereof receivable upon such reclassification, 
change, consolidation or merger by the holder of the number of shares of 
Common Stock for which such Option might have been exercised.

          (4)  To the extent that the foregoing adjustments relate to stock 
or securities of the Corporation, such adjustments shall be made by the 
Committee, whose determination in that respect shall be final, binding and 
conclusive.

              (5)  Except as expressly provided in this Section 5(h) the 
Recipient shall have no rights by reason of any subdivision or consolidation 
of shares of stock of any class, or the payment of any stock dividend or any 
other increase or decrease in the number of shares of stock of any class, or 
by reason of any dissolution, liquidation, merger, or consolidation or 
spinoff of assets or stock of another corporation; and any issue by the 
Corporation of shares of stock of any class, or securities convertible into 
shares of stock of any class, shall not affect, and no adjustment by reason 
thereof shall be made with respect to, the number or price of shares of 
Common Stock subject to an Option. The grant of an Option pursuant to the 
Incentive Plan shall not affect in any way the right or power of the 
Corporation to make adjustments, reclassifications, reorganizations or 
changes of its capital or business structures, or to merge or consolidate, or 
to dissolve, liquidate, or sell or transfer all or any part of its business 
or assets.

              (6)  To the extent that the foregoing adjustments relate to 
stock or securities of the Corporation, such adjustments shall be made by the 
Committee, whose determination in that respect shall be final, binding and 
conclusive.

         (i)  NO RIGHTS AS SHAREHOLDER -- NON-DISTRIBUTIVE INTENT.

              (1)  Neither a Recipient of an Option nor such Recipient's 
legal representative, heir, legatee or distributee, shall be deemed to be the 
holder of, or to have any rights of a holder with respect to, any shares 
subject to such Option until after the Option is exercised and the shares are 
issued.

              (2)  No adjustment shall be made for dividends (ordinary or 
extraordinary, whether in cash, securities or other property) or distribution 
or other rights for which the record date is prior to the date such stock 
certificate is issued, except as provided in Section 5(h) hereof.

              (3)  Upon exercise of an Option at a time when there is no 
registration statement in effect under the 1933 Act relating to the shares 
issuable upon exercise, shares may be issued to the Recipient only if the 
Recipient represents and warrants in writing to the Corporation that the 
shares purchased are being acquired for investment and not with a view to the 
distribution thereof and provides the Corporation with sufficient information 
to establish an exemption from the registration requirements of the 1933 Act. 
 A form of subscription agreement containing representations and warranties 
deemed sufficient as of the date of adoption of this Incentive Plan is 
attached hereto as Exhibit B.

              (4)  No shares shall be issued upon the exercise of an Option 
unless and until there shall have been compliance with any then applicable 
requirements of the Securities and Exchange Commission or any other 
regulatory agencies having jurisdiction over the Corporation.

         (j)  OTHER PROVISIONS.  Option Agreements authorized under the 
Incentive Plan may contain such other provisions as the Committee shall deem 
advisable, including, without

limitation, the imposition of restrictions upon the vesting and exercise of 
an Option.

      6.  AGREEMENT BY RECIPIENT REGARDING WITHHOLDING TAXES.  Each Recipient 
agrees that the Corporation, to the extent permitted or required by law, 
shall be permitted to deduct a sufficient number of shares due to the 
Recipient upon exercise of the Option to allow the Corporation to pay 
federal, provincial, state and local taxes of any kind required by law to be 
withheld upon the exercise of such Option. The Corporation shall not be 
obligated to advise any Recipient of the existence of any tax or the amount 
which the Corporation will be so required to withhold.

      7.  TERM OF INCENTIVE PLAN.  Options may be granted under this Incentive 
Plan from time to time within a period of ten years from the date the 
Incentive Plan is adopted by the Board.

      8.  AMENDMENT AND TERMINATION OF THE INCENTIVE PLAN.  The Committee at 
any time and from time to time may suspend, terminate, modify or amend the 
Incentive Plan. Except as provided in Section 6 hereof, no suspension, 
termination, modification or amendment of the Incentive Plan may adversely 
affect any Option previously granted, unless the written consent of the 
Recipient is obtained.

      9.  ASSUMPTION.  The terms and conditions of any outstanding Options 
granted pursuant to this Incentive Plan shall be assumed by, be binding upon 
and shall inure to the benefit of any successor corporation to the 
Corporation and shall, to the extent applicable, continue to be governed by 
the terms and conditions of this Incentive Plan. Such successor corporation 
may, but shall not be obligated to, assume this Incentive Plan.

     10.  TERMINATION OF RIGHT OF ACTION.  Every right of action arising out 
of or in connection with the Incentive Plan by or on behalf of the 
Corporation, or by any shareholder of the Corporation against any past, 
present or future member of the Board or the Committee, or against any 
employee, or by an employee (past, present or future) against the 
Corporation, irrespective of the place where an action may be brought and of 
the place of residence of any such shareholder, director or employee, will 
cease and be barred by the expiration of three years from the date of the act 
or omission in respect of which such right of action is alleged to have 
arisen or such shorter period as may be provided by law.

     11.  TAX LITIGATION.  The Corporation shall have the right, but not the 
obligation, to contest, at its expense, any tax ruling or decision, 
administrative or judicial, on any issue which is related to the Incentive 
Plan and which the Board believes to be important to holders of Options 
granted under the Incentive Plan and to conduct any such contest or any 
litigation arising therefrom to a final decision.

     12.  LOANS.  The Committee may, in its discretion, authorize the 
Corporation to extend one or more loans to holders of Options in connection 
with the exercise or receipt of Options.

The terms and conditions of any such loan shall be set by the Committee and 
may include, in the Committee's discretion, loans that are secured, 
unsecured, recourse or nonrecourse.

     13.  ADOPTION BY BOARD; APPROVAL OF SHAREHOLDERS.  This Incentive Plan 
was approved by the Board of Directors and the Shareholders of the 
Corporation effective September 16, 1996.

                                                                     EXHIBIT A

                       FORM OF STOCK OPTION AGREEMENT

     STOCK OPTION AGREEMENT made as of this __ day of _________, 199_, by and 
between MetroGolf Incorporated, a Colorado corporation (the "Corporation"), 
and ___________________ (the "Recipient").

     In accordance with the Corporation's Senior Executive Incentive Stock 
Option Plan (the "Incentive Plan"), a copy of which is attached hereto and is 
incorporated herein by reference, the Corporation desires, in connection with 
the services of the Recipient, to provide the Recipient with an opportunity 
to acquire shares of the Corporation's no par value common stock ("Common 
Stock") on favorable terms and thereby increase the Recipient's proprietary 
interest in the Corporation and incentive put forth maximum efforts for the 
success of the business of the Corporation.  Capitalized terms used but not 
defined herein are used as defined in the Incentive Plan.

     NOW, THEREFORE, in consideration of the premises and mutual covenants 
herein set forth and other good and valuable consideration, the Corporation 
and the Recipient agree as follows:

     1.  CONFIRMATION OF GRANT OF OPTION.  Pursuant to a determination of the 
Committee made on ______________, 19__ (the "Date of Grant"), the Corporation, 
subject to the terms of the Incentive Plan and of this Agreement, confirms that
the Recipient has been irrevocably granted on the Date of Grant, as a matter of
separate inducement and agreement, and in addition to and not in lieu of salary
or other compensation for services, a Stock Option (the "Option") exercisable 
to purchase an aggregate of ____ shares of Common Stock on the terms and 
conditions herein set forth, subject to adjustment as provided in Paragraph 8
hereof.

     2.  OPTION PRICE.  The Option Price of shares of Common Stock covered by 
the Option will be $____ per share (the "Option Price") subject to adjustment 
as provided in Paragraph 8 hereof.

     3.  EXERCISE OF OPTION.  Except as otherwise provided herein or in 
Section 5 of the Incentive Plan, the Option shall vest and thereafter be 
exercisable as follows:

     (i)  The first 20% of the shares covered by the Option shall vest and 
become exercisable upon ___________________________.

    (ii)  The second 20% of the shares covered by the Option shall vest and 
become 

exercisable upon __________________________.

     (iii) The third 20% of the shares covered by the Option shall vest and 
become exercisable upon __________________________.

     (iv)  The fourth 20% of the shares covered by the Option shall vest and 
become exercisable upon __________________________.

     (v)   The fifth 20% of the shares covered by the Option shall vest and 
become exercisable upon __________________________.

The Option may not be exercised at any one time as to fewer than 100 shares 
(or such number of shares as to which the Option is then exercisable if such 
number of shares is less than 100). The Option may be exercised by written 
notice to the Secretary of the Corporation accompanied by payment in full of 
the Option Price as provided in Section 5(d) of the Incentive Plan.

     4.   TERM OF OPTION.  The term of the Option will through _________, 
____, subject to earlier termination or cancellation as provided in this 
Agreement. The holder of the Option will not have any rights to dividends or 
any other rights of a shareholder with respect to any shares of Common Stock 
subject to the Option until such shares shall have been issued (as evidenced 
by the appropriate transfer agent of the Corporation) upon purchase of such 
shares through exercise of the Option.

     5.   TRANSFERABILITY RESTRICTION.  The Option may not be assigned, 
transferred or otherwise disposed of, or pledged or hypothecated in any way 
(whether by operation of law or otherwise) except in strict compliance with 
Section 5 of the Incentive Plan. Any assignment, transfer, pledge, 
hypothecation or other disposition of the Option or any attempt to make any 
levy of execution, attachment or other process will cause the Option to 
terminate immediately upon the happening of any such event; provided, 
however, that any such termination of the Option under the provisions of this 
Paragraph 5 will not prejudice any rights or remedies which the Corporation 
may have under this Agreement or otherwise.

     6.   EXERCISE UPON TERMINATION.  The Recipient's rights to exercise this 
Option upon termination of employment or cessation of service as an officer 
or consultant shall be as set forth in Section 5(e) of the Incentive Plan.

     7.   DEATH, DISABILITY OR RETIREMENT OF RECIPIENT.  The exercisability 
of this Option upon the death, Disability or retirement of the Recipient 
shall be as set forth in Section 5(f) of the Incentive Plan.

     8.   ADJUSTMENTS.  The Option shall be subject to adjustment upon the 
occurrence of certain events as set forth in Section 5(h) of the Incentive 
Plan.

     9.  NO REGISTRATION OBLIGATION.  The Recipient understands that the 
Option is not registered under the 1933 Act and, unless by separate written 
agreement, the Corporation has no obligation to so register the Option or any 
of the shares of Common Stock subject to and issuable upon the exercise of 
the Option, although it may from time to time register under the 1933 Act the 
shares issuable upon exercise of Options granted pursuant to the Incentive 
Plan. The Recipient represents that the Option is being acquired for the 
Recipient's own account and that unless registered by the Corporation, the 
shares of Common Stock issued on exercise of the Option will be acquired by 
the Recipient for investment. The recipient understands that the Option is, 
and the underlying securities may be, issued to the Recipient in reliance 
upon exemptions from the 1933 Act, and acknowledges and agrees that all 
certificates for the shares issued upon exercise of the Option will bear the 
following legends unless such shares are registered under the 1933 Act prior 
to their issuance:

     The shares represented by this Certificate have not been registered 
     under the Securities Act of 1933 (the "1933 Act"), and are "restricted 
     securities" as that term is defined in Rule 144 under the 1933 Act. The 
     shares may not be offered for sale, sold or otherwise transferred except 
     pursuant to an effective registration statement under the 1933 Act or  
     pursuant to an exemption from registration under the 1933 Act, the 
     availability of which is to established to the satisfaction of the Company.

     The Recipient further understands and agrees that the Option may be 
exercised only if at the time of such exercise the underlying shares are 
registered and/or the Recipient and the Corporation are able to establish the 
existence of an exemption from registration under the 1933 Act and applicable 
state or other laws.

     10.  NOTICES.  (INSERT APPROPRIATE LANGUAGE HERE)
                                                      ------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ----------------------------------------------.

     11.  APPROVAL OF COUNSEL.  The exercise of the Option and the issuance 
and delivery of shares of Common Stock pursuant thereto shall be subject to 
approval by the Corporation's counsel of all legal matters in connection 
therewith, including compliance with the requirements of the 1933 Act, the 
1934 Act, applicable state and other securities laws, the rules and 
regulations thereunder, and the requirements of any national securities 
exchange(s) upon which the Common Stock then may be listed.

     12.  CONTINUOUS EMPLOYMENT.  The holder of the Option must have been 
continuously employed by the Corporation (or an affiliate of the Corporation) 
through a vesting date in order for the related shares to vest.

     13.  LOCK-UP PROVISION.  The holder of the Common Stock issued upon 
exercise of an option hereby will be subject to a lock-up to refrain from 
making any public sale or distribution of the Common Stock issued upon 
exercise of an Option granted hereunder (pursuant to Rule 144 or otherwise) 
without the prior written consent of Laidlaw Equities, Inc. and Prime Charter 
Ltd. for 13 months after the Effective Date of the Registration Statement for 
the Corporation's Initial Public Offering of Common Stock.

     14.  BENEFITS OF AGREEMENT.  This Agreement will inure to the benefit of 
and be binding upon each successor and assignee of the Corporation.  All 
obligations imposed upon the Recipient and all rights granted to the 
Corporation under this Agreement will be binding upon the Recipient's heirs, 
legal representatives and successors.

     15.  EFFECT OF GOVERNMENTAL AND OTHER REGULATIONS.  The exercise of the 
Option and the Corporation's obligation to sell and deliver shares upon the 
exercise of the Option are subject to all applicable federal and state laws, 
rules and regulations, and to such approvals by any regulatory or 
governmental agency which may, in the opinion of counsel for the Corporation, 
be required.

     16.  INCORPORATION OF THE INCENTIVE PLAN.  The Incentive Plan is 
attached hereto and incorporated herein by reference.  In the event that any 
provision in this Agreement conflict with a provision in the Incentive Plan, 
the provisions of the Incentive Plan shall govern.

     17.  ADMINISTRATION.  The Committee shall have the power to interpret 
the Incentive Plan and this Agreement consistent with Section 2 of the 
Incentive Plan.

     Executed in the name and on behalf of the Corporation by one of its duly 
authorized officers and by the Recipient all as of the date first above 
written.

                                       METROGOLF INCORPORATED

Date             , 19                  By
     ------------    --                  ----------------------------------

     The undersigned Recipient has read and understands the terms of this 
Option Agreement and the attached Incentive Plan and hereby agrees to comply 
therewith.

Date             , 19                  
     ------------    --                ------------------------------------
                                       Signature of Recipient

                                       Tax ID Number:
                                                     ----------------------

                                       Address:

                                       ------------------------------------

                                       ------------------------------------

                                                                  EXHIBIT B

                          SUBSCRIPTION AGREEMENT

THE SECURITIES BEING ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED 
UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER LAWS AND ARE OFFERED UNDER 
EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES 
CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN 
COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK 
SUBSCRIPTION AGREEMENT AND APPLICABLE SECURITIES LAWS.

     This Subscription agreement is entered for the purpose of the 
undersigned acquiring _________ shares of the no par value common stock (the 
"Securities") of MetroGolf Incorporated, a Colorado corporation (the 
"Corporation") from the Corporation pursuant to exercise of an Option granted 
pursuant to the Corporation's Senior Executive Incentive Stock Option Plan 
(the "Incentive Plan"). All capitalized terms not otherwise defined herein 
shall be as defined in the Incentive Plan.

     It is understood that no exercise of any Option at a time when no 
registration statement relating thereto is effective under the 1933 Act can 
be completed until the undersigned executes this Subscription Agreement and 
delivers it to the Corporation, and that such grant or exercise is effective 
only in accordance with the terms of the Incentive Plan and this 
Subscription Agreement.

     In connection with the undersigned's acquisition of the Securities, the 
undersigned represents and warrants to the Corporation as follows:

     1.  The undersigned has been provided with, and has reviewed the 
following reports, if any, filed by the Corporation pursuant to the 
Securities Exchange Act of 1934, including (without limitation) the 
Corporation's most recent annual report on Form 10-K, all Forms 8-K filed 
subsequent to the date of such Form 10-K, and all other reports filed by the 
Corporation pursuant to such Act subsequent to the date of the most recent 
Form 10-K. The undersigned has also reviewed the Incentive Plan, and such 
other information as the undersigned may have requested of the Corporation 
regarding its business, operations, management, and financial condition (all 
of which is referred to herein as the "Available Information").

    2.  The Corporation has given the undersigned the opportunity to ask 
questions of and to receive answers from persons acting on the Corporation's 
behalf concerning the terms and conditions of this transaction and the 
opportunity to obtain any additional information regarding

the Corporation, its business and financial condition or to verify the 
accuracy of the Available Information which the Corporation possesses or can 
acquire without unreasonable effort or expense.

     3.  The Securities are being acquired by the undersigned for the 
undersigned's own account and not on behalf of any other person or entity.

     4.  The undersigned understands that the Securities being acquired 
hereby have not been registered under the 1933 Act or any state or foreign 
securities laws, and are, and unless registered will continue to be, 
restricted securities within the meaning of Rule 144 of the General Rules and 
Regulations under the 1933 Act and other statutes, and the undersigned 
consents to the placement of appropriate restrictive legends on any 
certificates evidencing the Securities and any certificates issued in 
replacement or exchange therefor and acknowledges that the Corporation will 
cause its stock transfer records to note such restrictions.

     5.  By the undersigned's execution below, it is acknowledged and 
understood that the Corporation is relying upon the accuracy and completeness 
hereof in complying with certain obligations under applicable securities law.

     6.  This Agreement binds and inures to the benefit of the 
representatives, successors and permitted assigns of the respective parties 
hereto.

     7.  The undersigned acknowledges that the grant of any Option and the 
issuance and delivery of shares of Common Stock pursuant thereto shall be 
subject to prior approval by the Corporation's counsel of all legal matters 
in connection therewith, including compliance with the requirements of the 
1933 Act, the 1934 Act, other applicable securities laws, the rules and 
regulations thereunder, and the requirements of any national securities 
exchange(s) upon which the Common Stock then may be listed.

     8.  The undersigned acknowledges and agrees that the Corporation has 
withheld __________ shares for the payment of taxes as a result of the 
exercise of an Option.

     9.  The Incentive Plan is attached hereto and incorporated herein by 
reference. In the event that any provision in this Agreement conflicts with 
ANY provision in the Incentive Plan, the provisions of the Incentive shall 
govern.

Date: _____________, 19__.             --------------------------------- 
                                       Signature of Recipient
Tax ID Number:________________
                                       Address:

                                       --------------------------------- 

                                       --------------------------------- 

 

Basic Info X:

Name: SENIOR EXECUTIVE INCENTIVE STOCK OPTION PLAN
Type: Stock Option Plan
Date: Oct. 8, 1996
Company: METROGOLF INC
State: Colorado

Other info:

Date:

  • September 16 , 1996

Organization:

  • Board of Directors of the Corporation
  • Corporation 's Common Stock
  • NASDAQ National Market System
  • Internal Revenue Code
  • < PAGE > Common Stock
  • Securities and Exchange Commission
  • Date of Grant
  • Option Price of shares of Common Stock
  • Laidlaw Equities , Inc.
  • Prime Charter Ltd.
  • Corporation 's Initial Public Offering of Common Stock

Location:

  • Colorado

Money:

  • $ .01

Percent:

  • 20 %