1996 STOCK COMPENSATION PLAN

 1996 STOCK COMPENSATION PLAN

                                       of

                      BUTTERWINGS ENTERTAINMENT GROUP, INC.

                            (an Illinois corporation)

                                    * * * * *

                          1996 Stock Compensation Plan
                                TABLE OF CONTENTS

                                      * * *

                          1996 STOCK COMPENSATION PLAN

                                       of

                      Butterwings Entertainment Group, Inc.

SECTION                             SUBJECT                          PAGE

1.        Purpose of Plan............................................1

2.        Stock Subject to the Plan..................................1

3.        Administration of the Plan.................................2

          (a)       General..........................................3

          (b)       Changes in Law Applicable........................3

4.        Types of Awards Under the Plan.............................3

5.        Persons to Options Shall Be Granted........................3

          (a)       Nonqualified Options.............................3

          (b)       Incentive Options................................3

6.        Factors to Be Considered in Granting Options...............3

7.        Time of Granting Option....................................3

8.       Terms and Conditions of Options.............................3

         (a)       Number of Shares..................................3

         (b)       Type of Option....................................3

         (c)       Option Period.....................................4

                   (1)General....................................... 4

                   (2)Termination of Employment..................... 4

                   (3)Cessation of Service as Director or Advisor....4

                   (4)Disability.....................................4

                   (5)Death .........................................4

                   (6)Acceleration and Exercise Upon Change

                      of Control.....................................5

       (d)       Option Prices.......................................6

                   (1)Nonqualified Options.......................... 6

                    (2)Incentive Options.............................6

                    (3)Determination of Fair Market Value........... 6

        (e)       Exercise of Options................................6

        (f)       Nontransferability of Options......................7

        (g)       Limitations on 10% Shareholders....................7

        (h)       Limits on Vesting of Incentive Options.............7

        (i)       Compliance with Securities Laws....................7

        (j)       Additional Provisions..............................8

9.  Medium and Time of Payment.......................................8

10.  Rights as a Shareholder.........................................9

11. Optionee's Agreement to Serve....................................9

12    Adjustments on Changes in Capitalization.......................9

      (a)       Changes in Capitalization............................9

      (b)       Reorganization, Dissolution or Liquidation...........9

      (c)       Change in Par Value..................................10

      (d)       Notice of Adjustments................................10

      (e)       Effect Upon Holder of Option.........................10

      (f)       Right of Company to Make Adjustments.................11

13. Investment Purpose...............................................11

14. No Obligation to Exercise Option ................................11

15.  Modification, Extension, and Renewal of Options.................11

16 Effective Date of the Plan........................................11

17.Termination of the Plan...........................................11

18. Amendment of the Plan............................................11

19. Withholding       ...............................................12

20. Indemnification of Committee.....................................12

21. Application of Funds.............................................12

22. Governing Law     ...............................................12

                          1996 STOCK COMPENSATION PLAN

                                       OF

                      BUTTERWINGS ENTERTAINMENT GROUP, INC.

                  1. Purpose of Plan. This 1996 Stock Compensation Plan ("Plan")
is  intended  to  encourage   ownership  of  the  common  stock  of  Butterwings
Entertainment Group, Inc. ("Company") by certain officers, directors,  employees
and advisors of the Company or any Subsidiary or Subsidiaries of the Company (as
hereinafter  defined) in order to provide additional  incentive for such persons
to promote the success and the business of the Company or its  Subsidiaries  and
to encourage them to remain in the employ of the Company or its  Subsidiaries by
providing such persons an opportunity  to benefit from any  appreciation  of the
common  stock of the  Company  through  the  issuance  of stock  options to such
persons in accordance  with the terms of the Plan.  It is further  intended that
options granted  pursuant to this Plan shall  constitute  either incentive stock
options  ("Incentive  Options")  within the  meaning of  Section  422  (formerly
Section  422A) of the Internal  Revenue Code of 1986,  as amended  ("Code"),  or
options which do not constitute  Incentive Options  ("Nonqualified  Options") as
determined by the Committee (as hereinafter  defined) at the time of issuance of
such options.  Incentive  Options and Nonqualified  Options are herein sometimes
referred to  collectively as "Options".  As used herein,  the term Subsidiary or
Subsidiaries shall mean any corporation (other than the employer corporation) in
an unbroken chain of corporations beginning with the employer corporation if, at
the time of granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock  possessing  fifty percent (50%) or
more of the total  combined  voting  power of all classes of stock in one of the
other corporations in such chain.

                  2.  Stock  Subject  to the  Plan.  Subject  to  adjustment  as
provided  in  Section 12 hereof,  there  will be  reserved  for the use upon the
exercise of Options to be granted from time to time under the Plan, an aggregate
of two hundred thousand (200,000) shares of the common stock, $.01 par value, of
the  Company  ("Common  Stock"),  which  shares  in  whole  or in part  shall be
authorized,  but unissued, shares of the Common Stock or issued shares of Common
Stock which shall have been reacquired by the Company as determined from time to
time by the  Board of  Directors  of the  Company  ("Board  of  Directors").  To
determine  the number of shares of Common  Stock  available  at any time for the
granting  of Options  under the Plan,  there  shall be  deducted  from the total
number of reserved shares of Common Stock,  the number of shares of Common Stock
in respect of which Options have been granted  pursuant to the Plan which remain
outstanding or which have been  exercised.  If and to the extent that any Option
to purchase  reserved  shares  shall not be  exercised  by the  optionee for any
reason or if such Option to purchase shall  terminate as provided  herein,  such
shares which have not been so purchased  hereunder shall again become  available
for the  purposes  of the Plan unless the Plan shall have been  terminated,  but
such unpurchased  shares shall not be deemed to increase the aggregate number of
shares  specified  above to be reserved  for  purposes  of the Plan  (subject to
adjustment as provided in Section 12 hereof).

     3. Administration of the Plan.

          (a)  General.  The  Plan  shall  be  administered  by  a  Compensation
     Committee  ("Committee")  appointed  by  the  Board  of  Directors,   which
     Committee  shall  consist of not less than two (2)  members of the Board of
     Directors who are not eligible to  participate  in the Plan,  and have not,
     for a period  of at least  one (1) year  prior  thereto  been  eligible  to
     participate  in the Plan,  except  that if at any time there  shall be less
     than two (2) directors who are  qualified to serve on the  Committee,  then
     the  Plan  shall  be  administered  by the full  Board  of  Directors.  All
     references in this Plan to the  Committee  shall be deemed to refer instead
     to the full Board of  Directors at any time there is not a committee of two
     (2) members  qualified to act  hereunder.  The Board of Directors  may from
     time to time appoint  members of the  Committee in  substitution  for or in
     addition to members  previously  appointed and may fill vacancies,  however
     caused,  in the  Committee.  If the Board of Directors does not designate a
     Chairman of the Committee, the Committee shall select one of its members as
     its  Chairman.  The  Committee  shall hold its  meetings  at such times and
     places  as it  shall  deem  advisable.  A  majority  of its  members  shall
     constitute  a  quorum.  Any  action  of the  Committee  shall be taken by a
     majority  vote of its  members at a meeting  at which a quorum is  present.
     Notwithstanding  the  preceding,  any action of the  Committee may be taken
     without a meeting by a written  consent  signed by all of the members,  and
     any action so taken shall be deemed  fully as  effective  as if it had been
     taken by a vote of the members present in person at the meeting duly called
     and held. The Committee may appoint a Secretary,  shall keep minutes of its
     meetings,  and shall make such rules and regulations for the conduct of its
     business as it shall deem advisable.

          The Committee shall have the sole authority and power,  subject to the
     express  provisions  and  limitations of the Plan, to construe the Plan and
     option agreements granted hereunder,  and to adopt,  prescribe,  amend, and
     rescind  rules  and  regulations  relating  to the  Plan,  and to make  all
     determinations   necessary  or  advisable  for   administering   the  Plan,
     including,  but not limited to, (i) who shall be granted  Options under the
     Plan,  (ii) the term of each Option,  (iii) the number of shares covered by
     such Option,  (iv) whether the Option shall  constitute an Incentive Option
     or a  Nonqualified  Option,  (v) the exercise price for the purchase of the
     shares of the Common Stock  covered by the Option,  (vi) the period  during
     which the Option may be exercised,  (vii) whether the right to purchase the
     number of shares covered by the Option shall be fully vested on issuance of
     the  Option so that such  shares  may be  purchased  in full at one time or
     whether the right to purchase such shares shall become vested over a period
     of time so that such  shares may only be  purchased  in  installments,  and
     (viii) the time or times at which Options shall be granted. The Committee's
     determinations   under   the   Plan,   including   the   above   enumerated
     determinations, need not be uniform and may be made by it selectively among
     the persons who  receive,  or are  eligible to receive,  Options  under the
     Plan, whether or not such persons are similarly situated.

          The interpretation by the Committee of any provision of the Plan or of
     any option  agreement  entered into hereunder with respect to any Incentive
     Option  shall  be in  accordance  with  Section  422 of the  Code  and  the
     regulations  issued  thereunder,  as such  section  or  regulations  may be
     amended from time to time, in order that the rights  granted  hereunder and
     under said option  agreements  shall  constitute  "Incentive Stock Options"
     within the meaning of such section.  The interpretation and construction by
     the  Committee  of any  provision  of the  Plan  or of any  Option  granted
     hereunder shall be final and conclusive, unless otherwise determined by the
     Board of  Directors.  No member of the Board of Directors or the  Committee
     shall be liable  for any  action or  determination  made in good faith with
     respect to the Plan or any Option  granted under it. Upon issuing an Option
     under the Plan,  the  Committee  shall report to the Board of Directors the
     name of the person  granted the Option,  whether the Option is an Incentive
     Option or a  Nonqualified  Option,  the  number  of shares of Common  Stock
     covered by the Option, and the terms and conditions of such Option.

          (b)  Changes in Law  Applicable.  If the laws  relating  to  Incentive
     Options or Nonqualified Options are changed,  altered or amended during the
     term of the Plan,  the Board of  Directors  shall have full  authority  and
     power to alter or amend the Plan  with  respect  to  Incentive  Options  or
     Nonqualified Options,  respectively,  to conform to such changes in the law
     without the necessity of obtaining further shareholder approval, unless the
     changes require such approval.

     4. Types of Awards Under the Plan. Awards under the Plan may be in the form
of either Incentive Options or Nonqualified Options, or a combination thereof.

     5. Persons to Whom Options Shall be Granted.

          (a) Nonqualified  Options.  Nonqualified Options shall be granted only
     to  officers,  directors  employees  and  advisors  of  the  Company  or  a
     Subsidiary  who, in the judgment of the Committee,  are  responsible for or
     contribute to the  management or success of the Company or a Subsidiary and
     who, at the time of the granting of the  Nonqualified  Options,  are either
     officers, directors, employees or advisors of the Company or a Subsidiary.

          (b)  Incentive  Options.  Incentive  Options  shall be granted only to
     employees  of the  Company or a  Subsidiary  who,  in the  judgment  of the
     Committee,  are  responsible for or contribute to the management or success
     of the Company or a Subsidiary  and who, at the time of the granting of the
     Incentive  Option are either an employee  of the  Company or a  Subsidiary.
     Subject to the  provisions of Section 8(g) hereof,  no individual  shall be
     granted an Incentive Option who,  immediately  before such Incentive Option
     was granted,  would own more than ten percent  (10%) of the total  combined
     voting  power or  value  of all  classes  of  stock  of the  Company  ("10%
     Shareholder").

     6.  Factors  to  Be   Considered  in  Granting   Options.   In  making  any
determination  as to persons  to whom  Options  shall be  granted  and as to the
number of shares to be covered by such Options,  the  Committee  shall take into
account the duties and responsibilities of the respective  officers,  directors,
employees, or advisors, their current and potential contributions to the success
of the Company or a Subsidiary,  and such other  factors as the Committee  shall
deem relevant in connection with accomplishing the purpose of the Plan.

     7. Time of Granting Options.  Neither anything  contained in the Plan or in
any  resolution  adopted  or to be  adopted  by the  Board of  Directors  or the
Shareholders  of the  Company  or a  Subsidiary  nor  any  action  taken  by the
Committee shall constitute the granting of any Option. The granting of an Option
shall be effected only when a written  Option  Agreement  acceptable in form and
substance to the Committee, subject to the terms and conditions hereof including
those set forth in Section 8 hereof, shall have been duly executed and delivered
by or on behalf of the  Company  and the  person  to whom such  Option  shall be
granted. No person shall have any rights under the Plan until such time, if any,
as a written Option Agreement shall have been duly executed and delivered as set
forth in this Section 7.

     8. Terms and Conditions of Options.  All Options  granted  pursuant to this
Plan must be granted  within ten (10) years from the date the Plan is adopted by
the Board of Directors of the Company. Each Option Agreement governing an Option
granted  hereunder  shall  be  subject  to at  least  the  following  terms  and
conditions,  and shall contain such other terms and conditions, not inconsistent
therewith, that the Committee shall deem appropriate:

          (a) Number of Shares.  Each Option shall state the number of shares of
     Common Stock which it represents.

          (b) Type of Option.  Each Option shall state whether it is intended to
     be an Incentive Option or a Nonqualified Option.

          (c) Option Period.

                    (1) General.  Each Option shall state the date upon which it
               is granted.  Each Option shall be exercisable in whole or in part
               during such  period as is provided  under the terms of the Option
               subject to any vesting period set forth in the Option,  but in no
               event shall an Option be  exercisable  either in whole or in part
               after the  expiration  of ten (10)  years from the date of grant;
               provided,  however,  if an  Incentive  Option is granted to a 10%
               Shareholder,  such Incentive Option shall not be exercisable more
               than five (5) years from the date of grant thereof.

                    (2) Termination of Employment.  Except as otherwise provided
               in case of Disability (as hereinafter  defined),  death or Change
               of  Control  (as  hereinafter   defined),   no  Option  shall  be
               exercisable  after an optionee  who is an employee of the Company
               or a  Subsidiary  ceases  to be  employed  by  the  Company  or a
               Subsidiary as an employee;  provided, however, that the Committee
               shall  have  the  right  in its  sole  discretion,  but  not  the
               obligation, to extend the exercise period for not more than three
               (3) months  following the date of termination of such  optionee's
               employment;  provided further,  however,  that no Option shall be
               exercisable  after the expiration of ten (10) years from the date
               it is granted and provided  further,  no Incentive Option granted
               to a 10% Shareholder shall be exercisable after the expiration of
               five (5) years from the date it is granted.

                    (3)  Cessation  of Service as Director  or  Advisor.  In the
               event an optionee who was a director or advisor of the Company or
               a Subsidiary ceases to be a director or advisor of the Company or
               a  Subsidiary  for any reason,  other than  Disability  or death,
               prior to the full  exercise  of the  Option,  such  optionee  may
               exercise  his Option at any time  within  ninety  (90) days after
               such optionee's status as a director or advisor of the Company or
               a Subsidiary  is so  terminated  to the extent he was entitled to
               exercise  such  Option  at the date such  optionee's  status as a
               director  or advisor of the Company or a  Subsidiary  terminated;
               provided,  however, that no Option shall be exercisable after the
               expiration of ten (10) years from the date it is granted.

                    (4) Disability. If an optionee's employment is terminated by
               reason of the permanent and total  Disability of such optionee or
               if an  optionee  who is a director or advisor of the Company or a
               Subsidiary  ceases to serve as a director or advisor by reason of
               the  permanent  and  total  Disability  of  such  optionee,   the
               Committee  shall have the right in its sole  discretion,  but not
               the  obligation,  to extend the exercise period for not more than
               one (1) year  following the date of termination of the optionee's
               employment or the date such  optionee  ceases to be a director or
               advisor  of the  Company  or a  Subsidiary,  as the  case may be,
               subject  to the  condition  that no Option  shall be  exercisable
               after  the  expiration  of ten  (10)  years  from  the date it is
               granted and subject to the further  condition  that no  Incentive
               Option granted to a 10%  Shareholder  shall be exercisable  after
               the expiration of five (5) years from the date it is granted. For
               purposes  of this  Plan,  the term  "Disability"  shall  mean the
               inability of the optionee to fulfill such optionee's  obligations
               to the  Company  or a  Subsidiary  by reason of any  physical  or
               mental  impairment  which can be  expected  to result in death or
               which has  lasted  or can be  expected  to last for a  continuous
               period of not less than  twelve (12)  months as  determined  by a
               physician acceptable to the Committee in its sole discretion. (5)
               Death.  If an optionee dies while in the employ of the Company or
               a  Subsidiary,  or while  serving as a director or advisor of the
               Company  or a  Subsidiary,  and  shall not have  fully  exercised
               Options  granted  pursuant  to  the  Plan,  such  Options  may be
               exercised  in whole or in part at any  time  within  one (1) year
               after the optionee's death, by the executors or administrators of
               the optionee's  estate or by any person or persons who shall have
               acquired  the Options  directly  from the  optionee by bequest or
               inheritance,  but  only  to the  extent  that  the  optionee  was
               entitled to exercise  such Option at the date of such  optionee's
               death,   subject  to  the  condition  that  no  Option  shall  be
               exercisable  after the expiration of ten (10) years from the date
               it is  granted  and  subject  to the  further  condition  that no
               Incentive   Option  granted  to  a  10%   Shareholder   shall  be
               exercisable  after the expiration of five (5) years from the date
               it is granted.

                    (6)  Acceleration  and  Exercise  Upon  Change  of  Control.
               Notwithstanding the preceding provisions of this Section 8(c), if
               any  Option  granted  under the Plan  provides  for either (a) an
               incremental  vesting  period  whereby  such  Option  may  only be
               exercised in installments as such  incremental  vesting period is
               satisfied or (b) a delayed vesting period whereby such Option may
               only be exercised after the lapse of a specified  period of time,
               such as after the expiration of one (1) year, such vesting period
               shall be  accelerated  upon the occurrence of a Change of Control
               (as hereinafter  defined) of the Company,  or a threatened Change
               of Control of the Company as determined by the Committee, so that
               such Option shall  thereupon  become  exercisable  immediately in
               part or its entirety by the holder thereof,  as such holder shall
               elect. For the purposes of this Plan, a "Change of Control" shall
               be deemed to have occurred if:

               (i)  Any   "person",   including  a  "group"  as   determined  in
                    accordance with Section 13(d)(3) of the Securities  Exchange
                    Act of 1934  ("Exchange  Act") and the Rules and Regulations
                    promulgated  thereunder,  is or  becomes,  through  one or a
                    series  of  related  transactions  or  through  one or  more
                    intermediaries,    the   beneficial   owner,   directly   or
                    indirectly, of securities of the Company representing 25% or
                    more of the  combined  voting  power of the  Company's  then
                    outstanding  securities,  other  than a person who is such a
                    beneficial  owner on the effective  date of the Plan and any
                    affiliate of such person;

               (ii) As a result of, or in connection  with,  any tender offer or
                    exchange offer, merger or other business  combination,  sale
                    of assets or contested  election,  or any combination of the
                    foregoing transactions ("Transaction"), the persons who were
                    Directors of the Company before the Transaction  shall cease
                    to  constitute  a majority of the Board of  Directors of the
                    Company or any successor to the Company;

               (iii)Following  the  effective  date of the Plan,  the Company is
                    merged or  consolidated  with another  corporation  and as a
                    result of such merger or consolidation  less than 40% of the
                    outstanding  voting securities of the surviving or resulting
                    corporation  shall  then be  owned in the  aggregate  by the
                    former stockholders of the Company, other than (x) any party
                    to such merger or  consolidation,  or (y) any  affiliates of
                    any such party;

               (iv) A tender offer or exchange offer is made and consummated for
                    the ownership of securities of the Company  representing 25%
                    or more of the combined  voting power of the Company's  then
                    outstanding voting securities; or

               (v)  The Company  transfers  more than 50% of its assets,  or the
                    last of a series of transfers result in the transfer of more
                    than  50%  of  the  assets  of  the   Company,   to  another
                    corporation  that is not a  wholly-owned  corporation of the
                    Company.  For purposes of this  subsection  8(c)(6)(v),  the
                    determination  of  what  constitutes  more  than  50% of the
                    assets of the Company shall be  determined  based on the sum
                    of the values  attributed to (i) the Company's real property
                    as determined by an independent  appraisal thereof, and (ii)
                    the net book value of all other assets of the Company,  each
                    taken as of the date of the Transaction involved.

     In addition, upon a Change of Control, any Options previously granted under
     the Plan to the extent not already  exercised  may be exercised in whole or
     in part either  immediately or at any time during the term of the Option as
     such holder shall elect.

     (d) Option Prices.

               (1)  Nonqualified  Options.  The purchase  price or prices of the
          shares of the Common  Stock which shall be offered to any person under
          the Plan and  covered  by a  Nonqualified  Option  shall be the  price
          determined   by  the   Committee  at  the  time  of  granting  of  the
          Nonqualified  Option, which price may be less than, equal to or higher
          than one hundred percent (100%) of the fair market value of the Common
          Stock at the time of granting the Nonqualified Option.

               (2) Incentive Options. The purchase price or prices of the shares
          of the Common  Stock  which  shall be offered to any person  under the
          Plan and covered by an Incentive  Option shall be one hundred  percent
          (100%) of the fair  market  value of the  Common  Stock at the time of
          granting the Incentive  Option or such higher purchase price as may be
          determined  by the  Committee  at the time of granting  the  Incentive
          Option; provided,  however, if an Incentive Option is granted to a 10%
          Shareholder,  the purchase  price of the shares of the Common Stock of
          the Company covered by such Incentive  Option may not be less than one
          hundred ten percent  (110%) of the fair market value of such shares on
          the day the Incentive Option is granted.

               (3)  Determination of Fair Market Value.  During such time as the
          Common  Stock of the Company is not listed upon an  established  stock
          exchange,  the fair  market  value per share shall be deemed to be the
          closing sales price of the Common Stock on the National Association of
          Securities  Dealers  Automated  Quotation System ("NASDAQ") on the day
          the Option is granted,  as reported by NASDAQ,  if the Common Stock is
          so quoted,  and if not so quoted,  the mean  between  dealer "bid" and
          "ask,"  prices of the  Common  Stock in the New York  over-the-counter
          market on the day the Option is granted,  as reported by the  National
          Association of Securities Dealers,  Inc. If the Common Stock is listed
          upon an  established  stock  exchange or  exchanges,  such fair market
          value  shall be deemed to be the highest  closing  price of the Common
          Stock on such stock  exchange  or  exchanges  on the day the Option is
          granted or, if no sale of the Common  Stock of the Company  shall have
          been made on  established  stock  exchange  on such  day,  on the next
          preceding day on which there was a sale of such stock.  If there is no
          market price for the Common Stock, then the Board of Directors and the
          Committee  may,  after taking all relevant  facts into  consideration,
          determine the fair market value of the Common Stock.

               (e) Exercise of Options. To the extent that a holder of an Option
          has a current right to exercise, the Option may be exercised from time
          to time by written  notice to the  Company at its  principal  place of
          business. Such notice shall state the election to exercise the Option,
          the number of whole shares in respect of which it is being  exercised,
          shall be signed by the person or persons so exercising the Option, and
          shall contain any investment  representation  required by Section 8(i)
          hereof.  Such  notice  shall be  accompanied  by  payment  of the full
          purchase price of such shares and by the Option  Agreement  evidencing
          the Option. In addition, if the Option shall be exercised, pursuant to
          Section 8(c)(4) or Section  8(c)(5)  hereof,  by any person or persons
          other than the  optionee,  such notice  shall also be  accompanied  by
          appropriate  proof of the right of such  person or persons to exercise
          the Option.  The Company shall deliver a certificate  or  certificates
          representing  such shares as soon as  practicable  after the aforesaid
          notice and payment of such shares shall be received.  The  certificate
          or certificates  for the shares as to which the Option shall have been
          so exercised  shall be registered in the name of the person or persons
          so  exercising  the  Option.  In the  event  the  Option  shall not be
          exercised in full, the Secretary of the Company shall endorse or cause
          to be  endorsed  on the  Option  the  number of shares  which has been
          exercised  thereunder and the number of shares that remain exercisable
          under the  Option  and  return  such  Option  Agreement  to the holder
          thereof.

               (f)  Nontransferability of Options. An Option granted pursuant to
          the Plan shall be  exercisable  only by the optionee or the optionee's
          court appointed guardian as set forth in Section 8(c)(4) hereof during
          the optionee's lifetime and shall not be assignable or transferable by
          the  optionee  otherwise  than  by Will or the  laws  of  descent  and
          distribution.  An Option  granted  pursuant  to the Plan  shall not be
          assigned,  pledged or hypothecated in any way (whether by operation of
          law or  otherwise  other  than  by Will or the  laws  of  descent  and
          distribution)  and shall not be subject to execution,  attachment,  or
          similar  process.   Any  attempted   transfer,   assignment,   pledge,
          hypothecation,  or other  disposition  of any  Option or of any rights
          granted  thereunder  contrary  to the  foregoing  provisions  of  this
          Section 8(f), or the levy of any attachment or similar process upon an
          Option or such rights, shall be null and void.

               (g) Limitations on 10%  Shareholders.  No Incentive Option may be
          granted  under  the  Plan  to any  10%  Shareholder  unless  (i)  such
          Incentive  Option  is  granted  at an  option  price not less than one
          hundred ten percent  (110%) of the fair market  value of the shares on
          the day the Incentive Option is granted and (ii) such Incentive Option
          expires  on a date not later  than  five (5)  years  from the date the
          Incentive Option is granted.

               (h) Limits on Vesting of Incentive Options.  An individual may be
          granted one or more  Incentive  Options,  provided  that the aggregate
          fair market value (as determined at the time such Incentive  Option is
          granted)  of the stock with  respect to which  Incentive  Options  are
          exercisable for the first time by such individual  during any calendar
          year shall not exceed $100,000.  To the extent the $100,000 limitation
          in the preceding sentence is exceeded, such option shall be treated as
          an option which is not an Incentive Option.

               (i) Compliance with  Securities  Laws. The Plan and the grant and
          exercise of the rights to purchase shares hereunder, and the Company's
          obligations  to sell and deliver shares upon the exercise of rights to
          purchase shares,  shall be subject to all applicable federal and state
          laws, rules and  regulations,  and to such approvals by any regulatory
          or  governmental  agency as may,  in the  opinion of  counsel  for the
          Company,  be  required,  and shall also be  subject to all  applicable
          rules and  regulations  of any stock  exchange  upon  which the Common
          Stock of the  Company  may then be listed.  At the time of exercise of
          any  Option,  the  Company  may  require  the  optionee to execute any
          documents  or take any action  which may be then  necessary  to comply
          with the Securities Act of 1933, as amended  ("Securities  Act"),  and
          the  rules  and  regulations  promulgated  thereunder,  or  any  other
          applicable  federal or state laws  regulating the sale and issuance of
          securities,  and the  Company  may,  if it  deems  necessary,  include
          provisions in the stock option  agreements to assure such  compliance.
          The  Company  may,  from time to time,  change its  requirements  with
          respect to  enforcing  compliance  with  federal and state  securities
          laws,  including  the  request  for  and  enforcement  of  letters  of
          investment  intent,  such requirements to be determined by the Company
          in its judgment as necessary to assure compliance with said laws. Such
          changes  may be made with  respect to any  particular  Option or stock
          issued upon exercise  thereof.  Without limiting the generality of the
          foregoing,  if the Common Stock  issuable  upon  exercise of an Option
          granted under the Plan is not registered under the Securities Act, the
          Company at the time of exercise will require that the registered owner
          execute  and deliver an  investment  representation  agreement  to the
          Company in form  acceptable  to the Company and its  counsel,  and the
          Company will place a legend on the certificate  evidencing such Common
          Stock  restricting  the  transfer  thereof,   which  legend  shall  be
          substantially as follows:

THE  SHARES  OF  COMMON  STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES  LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE  INVESTMENT OF THE HOLDER
HEREOF  AND  MAY  NOT  BE  OFFERED,  SOLD  OR  TRANSFERRED  UNTIL  EITHER  (i) A
REGISTRATION  STATEMENT  UNDER  SUCH  SECURITIES  ACT OR SUCH  APPLICABLE  STATE
SECURITIES  LAWS SHALL HAVE BECOME  EFFECTIVE WITH REGARD  THERETO,  OR (ii) THE
COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL  ACCEPTABLE TO THE COMPANY AND
ITS COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER,  SALE OR
TRANSFER.

               (j) Additional Provisions. The Option Agreements authorized under
          the Plan shall contain such other  provisions  as the Committee  shall
          deem advisable,  including, without limitation,  restrictions upon the
          exercise of the Option.  Any such Option  Agreement with respect to an
          Incentive Option shall contain such limitations and restrictions  upon
          the  exercise of the  Incentive  Option as shall be necessary in order
          that the  option  will be an  "Incentive  Stock  Option" as defined in
          Section 422 of the Code.

     9.  Medium and Time of  Payment.  The  purchase  price of the shares of the
Common  Stock as to which the Option  shall be  exercised  shall be paid in full
either (i) in cash at the time of exercise of the Option,  (ii) by  tendering to
the Company shares of the Company's  Common Stock having a fair market value (as
of the date of  receipt of such  shares by the  Company)  equal to the  purchase
price for the number of shares of Common  Stock  purchased,  or (iii)  partly in
cash and partly in shares of the  Company's  Common  Stock valued at fair market
value as of the date of receipt of such shares by the Company.  Cash payment for
the shares of the Common Stock purchased upon exercise of the Option shall be in
the form of either a cashier's check,  certified check or money order.  Personal
checks may be submitted, but will not be considered as payment for the shares of
the Common Stock  purchased  and no  certificate  for such shares will be issued
until the personal check clears in normal banking channels.  If a personal check
is not paid upon presentment by the Company,  then the attempted exercise of the
Option will be null and void.  In the event the optionee  tenders  shares of the
Company's Common Stock in full or partial payment for the shares being purchased
pursuant  to the  Option,  the  shares  of  Common  Stock so  tendered  shall be
accompanied by fully executed stock powers endorsed in favor of the Company with
the  signature  on such stock power  being  guaranteed.  If an optionee  tenders
shares,  such  optionee  assumes  sole  and  full  responsibility  for  the  tax
consequences, if any, to such optionee arising therefrom, including the possible
application of Code Section 424(c), or its successor Code section, which negates
any  nonrecognition  of income rule with respect to such transferred  shares, if
such  transferred  shares have not been held for the minimum  statutory  holding
period to receive preferential tax treatment.

     10. Rights as a  Shareholder.  The holder of an Option shall have no rights
as a shareholder  with respect to the shares covered by the Option until the due
exercise  of  the  Option  and  the  date  of  issuance  of one  or  more  stock
certificates  to such holder for such shares.  No  adjustment  shall be made for
dividends  (ordinary  or  extraordinary,  whether in cash,  securities  or other
property) or distributions or other rights for which the record date is prior to
the date such stock  certificate  is issued,  except as  provided  in Section 12
hereof.

     11. Optionee's Agreement to Serve. Each employee receiving an Option shall,
as one of the terms of the Option Agreement agree that such employee will remain
in the employ of the Company or Subsidiary for a period of at least one (1) year
from the date on which the Option  shall be granted to such  employee;  and that
such employee will, during such employment,  devote such employee's entire time,
energy,  and skill to the  service  of the  Company  or a  Subsidiary  as may be
required by the  management  thereof,  subject to  vacations,  sick leaves,  and
military  absences.  Such  employment,  subject to the provisions of any written
contract between the Company or a Subsidiary and such employee,  shall be at the
pleasure of the Board of Directors of the Company or a  Subsidiary,  and at such
compensation  as the Company or a Subsidiary  shall  reasonably  determine.  Any
termination of such employee's  employment  during the period which the employee
has agreed pursuant to the foregoing  provisions of this Section 11 to remain in
employment  that is either for cause or  voluntary  on the part of the  employee
shall be deemed a violation by the employee of such employee's agreement. In the
event of such  violation,  any Option or Options held by such  employee,  to the
extent not theretofore  exercised,  shall forthwith terminate,  unless otherwise
determined by the Committee.  Notwithstanding the preceding,  neither the action
of the Company in establishing  the Plan nor any action taken by the Company,  a
Subsidiary or the Committee  under the  provisions  hereof shall be construed as
granting the optionee the right to be retained in the employ of the Company or a
Subsidiary, or to limit or restrict the right of the Company or a Subsidiary, as
applicable,  to  terminate  the  employment  of any employee of the Company or a
Subsidiary, with or without cause.

     12. Adjustments on Changes in Capitalization.

          (a) Changes in  Capitalization.  Subject to any required action by the
     Shareholders  of the Company,  the number of shares of Common Stock covered
     by the  Plan,  the  number  of  shares  of  Common  Stock  covered  by each
     outstanding  Option,  and the exercise price per share thereof specified in
     each such  Option,  shall be  proportionately  adjusted for any increase or
     decrease  in the  number of issued  shares of Common  Stock of the  Company
     resulting from a subdivision or consolidation of shares or the payment of a
     stock  dividend  (but only on the Common  Stock) or any other  increase  or
     decrease  in  the  number  of  such  shares  effected  without  receipt  of
     consideration by the Company after the date the Option is granted,  so that
     upon exercise of the Option,  the optionee shall receive the same number of
     shares the optionee would have received had the optionee been the holder of
     all shares subject to such optionee's outstanding Option immediately before
     the  effective  date of such  change in the number of issued  shares of the
     Common Stock of the Company.

          (b)  Reorganization,   Dissolution  or  Liquidation.  Subject  to  any
     required action by the Shareholders of the Company, if the Company shall be
     the surviving corporation in any merger or consolidation,  each outstanding
     Option shall  pertain to and apply to the  securities  to which a holder of
     the number of shares of Common Stock  subject to the Option would have been
     entitled.  A  dissolution  or  liquidation  of the  Company  or a merger or
     consolidation in which the Company is not the surviving corporation,  shall
     cause each outstanding  Option to terminate as of a date to be fixed by the
     Committee  (which date shall be as of or prior to the effective date of any
     such dissolution or liquidation or merger or consolidation); provided, that
     not less than thirty (30) days written  notice of the date so fixed as such
     termination date shall be given to each optionee,  and each optionee shall,
     in such event,  have the right,  during the said period of thirty (30) days
     preceding  such  termination  date, to exercise such  optionee's  Option in
     whole or in part in the manner herein set forth.

          (c) Change in Par Value.  In the event of a change in the Common Stock
     of the  Company  as  presently  constituted,  which  change is limited to a
     change of all of its authorized  shares with par value into the same number
     of shares  with a  different  par value or without  par  value,  the shares
     resulting from any change shall be deemed to be the Common Stock within the
     meaning of the Plan.

          (d) Notice of  Adjustments.  To the extent  that the  adjustments  set
     forth in the  foregoing  paragraphs  of this  Section 12 relate to stock or
     securities of the Company,  such adjustments,  if any, shall be made by the
     Committee,  whose determination in that respect shall be final, binding and
     conclusive,  provided that each Incentive  Option granted  pursuant to this
     Plan shall not be adjusted in a manner that causes the Incentive  Option to
     fail to  continue  to qualify as an  "Incentive  Stock  Option"  within the
     meaning of Section 422 of the Code. The Company shall give timely notice of
     any  adjustments  made to each holder of an Option under this Plan and such
     adjustments shall be effective and binding on the optionee.

          (e) Effect Upon  Holder of Option.  Except as  hereinbefore  expressly
     provided in this  Section 12, the holder of an Option  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 by reason of any
     dissolution,  liquidation,  merger,  reorganization,  or consolidation,  or
     spin-off  of assets or stock of another  corporation,  and any issue by the
     Company 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 the Option.  Without limiting the generality of the
     foregoing,  no adjustment shall be made with respect to the number or price
     of shares  subject to any Option  granted  hereunder upon the occurrence of
     any of the following events:

               (1) The  grant or  exercise  of any  other  options  which may be
          granted or exercised under any qualified or nonqualified  stock option
          plan or under any other employee  benefit plan of the Company  whether
          or not  such  options  were  outstanding  on the  date of grant of the
          Option or thereafter granted;

               (2) The sale of any  shares  of  Common  Stock  in the  Company's
          initial  or  any  subsequent  public  offering,   including,   without
          limitation,  shares sold upon the exercise of any overallotment option
          granted to the underwriter in connection with such offering;

               (3) The  issuance,  sale or exercise of any  warrants to purchase
          shares of Common Stock whether or not such  warrants were  outstanding
          on the date of grant of the Option or thereafter issued;

               (4) The  issuance  or sale of rights,  promissory  notes or other
          securities  convertible into shares of Common Stock in accordance with
          the terms of such securities ("Convertible Securities") whether or not
          such  Convertible  Securities were outstanding on the date of grant of
          the Option or were thereafter issued or sold;

               (5) The  issuance  or sale of Common  Stock  upon  conversion  or
          exchange of any Convertible Securities,  whether or not any adjustment
          in the  purchase  price  was  made or  required  to be made  upon  the
          issuance  or sale of such  Convertible  Securities  and whether or not
          such  Convertible  Securities were outstanding on the date of grant of
          the Option or were thereafter issued or sold; or

               (6) Upon any amendment to or change in the terms of any rights or
          warrants to subscribe for or purchase, or options for the purchase of,
          Common  Stock  or  Convertible  Securities  or in  the  terms  of  any
          Convertible Securities,  including,  but not limited to, any extension
          of any  expiration  date of any such  right,  warrant or  option,  any
          change in any  exercise or  purchase  price  provided  for in any such
          right,  warrant or option, any extension of any date through which any
          Convertible Securities are convertible into or exchangeable for Common
          Stock or any  change in the rate at which any  Convertible  Securities
          are convertible into or exchangeable for Common Stock.

          (f)  Right of  Company  to Make  Adjustments.  The  grant of an Option
     pursuant  to the Plan shall not affect in any way the right or power of the
     Company to make adjustments, reclassification,  reorganizations, or changes
     of its capital or business  structure or to merge or to  consolidate  or to
     dissolve, liquidate or sell, or transfer all or any part of its business or
     assets.

     13. Investment Purpose.  Each Option under the Plan shall be granted on the
condition  that the  purchase  of the  shares of stock  thereunder  shall be for
investment  purposes,  and not with a view to resale or distribution;  provided,
however,  that in the  event the  shares of stock  subject  to such  Option  are
registered  under the  Securities Act or in the event a resale of such shares of
stock without such registration  would otherwise be permissible,  such condition
shall be inoperative if in the opinion of counsel for the Company such condition
is  not  required  under  the  Securities  Act  or  any  other  applicable  law,
regulation, or rule of any governmental agency.

     14. No  Obligation  to Exercise  Option.  The  granting of an Option  shall
impose no obligation upon the optionee to exercise such Option.

     15. Modification,  Extension,  and Renewal of Options. Subject to the terms
and  conditions  and within the  limitations  of the Plan, the Committee and the
Board of Directors may modify, extend or renew outstanding Options granted under
the Plan,  or accept the  surrender  of  outstanding  Options (to the extent not
theretofore exercised).  Neither the Committee nor the Board of Directors shall,
however, modify any outstanding Options so as to specify a lower price or accept
the surrender of  outstanding  Options and authorize the granting of new Options
in  substitution   therefor  specifying  a  lower  price.   Notwithstanding  the
foregoing,  however, no modification of an Option shall,  without the consent of
the  optionee,  alter or impair  any  rights  or  obligations  under any  Option
theretofore granted under the Plan.

     16. Effective Date of the Plan. The Plan shall become effective on the date
of execution hereof,  which date is the date the Board of Directors approved and
adopted the Plan ("Effective Date");  provided,  however, if the Shareholders of
the  Company  shall  not have  approved  the Plan by the  requisite  vote of the
Shareholders,  within twelve (12) months after the Effective Date, then the Plan
shall  terminate  and all  Options  theretofore  granted  under  the Plan  shall
terminate and be null and void.

     17. Termination of the Plan. This Plan shall terminate as of the expiration
of ten (10) years from the  Effective  Date.  Options may be granted  under this
Plan at any time and from  time to time  prior to its  termination.  Any  Option
outstanding under the Plan at the time of its termination shall remain in effect
until the Option shall have been exercised or shall have expired.

     18.  Amendment of the Plan.  The Plan may be  terminated at any time by the
Board of Directors of the  Company.  The Board of Directors  may at any time and
from time to time  without  obtaining  the approval of the  Shareholders  of the
Company or a Subsidiary, modify or amend the Plan (including such form of Option
Agreement as hereinabove  mentioned) in such respects as it shall deem advisable
in order that the Incentive  Options  granted under the Plan shall be "Incentive
Stock Options" as defined in Section 422 of the Code or to conform to any change
in the law, or in any other  respect  which  shall not  change:  (a) the maximum
number of shares  for which  Options  may be granted  under the Plan,  except as
provided in Section 14 hereof; or (b) the option prices other than to change the
manner of determining  the fair market value of the Common Stock for the purpose
of Section 8(d) hereof to conform  with any then  applicable  provisions  of the
Code or regulations  thereunder;  or (c) the periods during which Options may be
granted or exercised;  or (d) the provisions  relating to the  determination  of
persons to whom Options  shall be granted and the number of shares to be covered
by such Options;  or (e) the provisions  relating to adjustments to be made upon
changes in  capitalization.  The termination or any modification or amendment of
the Plan shall not,  without the consent of the person to whom any Option  shall
theretofore  have been  granted,  affect that  person's  rights  under an Option
theretofore  granted to such person. With the consent of the person to whom such
Option was  granted,  an  outstanding  Option may be  modified or amended by the
Committee  in such manner as it may deem  appropriate  and  consistent  with the
requirements of this Plan applicable to the grant of a new Option on the date of
modification or amendment.

     19. Withholding.  Whenever an optionee shall recognize  compensation income
as a result of the exercise of any Option  granted under the Plan,  the optionee
shall remit in cash to the Company or Subsidiary  the minimum  amount of federal
income  and  employment  tax  withholding  which the  Company or  Subsidiary  is
required to remit to the Internal  Revenue  Service in accordance  with the then
current  provisions of the Code.  The full amount of such  withholding  shall be
paid by the optionee simultaneously with the award or exercise of an Option.

     20.  Indemnification  of  Committee.  In addition  to such other  rights of
indemnification  as they may have as Directors  or as members of the  Committee,
the members of the Committee  shall be  indemnified  by the Company  against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in  connection  with the  defense  of any  action,  suit or  proceedings,  or in
connection with any appeal therein,  to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection  with the
Plan or any Option granted  thereunder,  and against all amounts paid by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any such  action,  suit or  proceeding,  except in  relation to matters as to
which it  shall  be  adjudged  in such  action,  suit or  proceeding  that  such
Committee  member is liable for  negligence or misconduct in the  performance of
his duties;  provided that within sixty (60) days after  institution of any such
action, suit or proceeding a Committee member shall in writing offer the Company
the opportunity, at its own expense, to pursue and defend the same.

     21.  Application  of Funds.  The proceeds  received by the Company from the
sale of Common  Stock  pursuant to Options  granted  hereunder  will be used for
general corporate purposes.

     22.  Governing Law. This Plan shall be governed and construed in accordance
with the laws of the state of incorporation of the Company.

EXECUTED this ______ day of ____________1996.
BUTTERWINGS ENTERTAINMENT GROUP, INC.

By: ______________________________

Stephan S. Buckley

President

ATTEST: 

Basic Info X:

Name: 1996 STOCK COMPENSATION PLAN
Type: Compensation Plan
Date: Jan. 29, 1997
Company: BUTTERWINGS ENTERTAINMENT GROUP INC
State: Illinois

Other info:

Organization:

  • Butterwings Entertainment Group , Inc.
  • Whom Options Shall be Granted
  • Time of Granting Options
  • Conditions of Options
  • Number of Shares
  • Termination of Employment
  • Cessation of Service
  • Exercise Upon Change of Control
  • Common Stock of the Company
  • Determination of Fair Market Value
  • National Association of Securities Dealers , Inc
  • Time of Payment
  • Company 's Common Stock
  • Notice of Adjustments
  • e Effect Upon Holder of Option
  • Common Stock or Convertible Securities
  • Board of Directors of the Company
  • Internal Revenue Service

Location:

  • Illinois
  • New York
  • Capitalization

Money:

  • $ .01
  • $ 100,000

Person:

  • Stephan S. Buckley

Percent:

  • fifty percent
  • 40 %
  • 25 %
  • 50 %
  • one hundred percent 100 %
  • ten percent 110 %