1996 STOCK OPTION AND STOCK BONUS PLAN

 

                                                                EXHIBIT 10.17

                             THE VINTAGE GROUP USA, LTD.
                        1996 STOCK OPTION AND STOCK BONUS PLAN

      PURPOSES OF AND BENEFITS UNDER THE PLAN.  This 1996 Stock Option and
Stock Bonus Plan (the "Plan") is intended to encourage stock ownership by
employees and officers and directors (whether or not they are employees) of and
consultants to The Vintage Group USA, Ltd. and its controlled, affiliated, and
subsidiary corporations, partnership's or other entities (collectively, 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 employees, officers or directors of or
consultant to the Corporation; (ii) compensate employees, officers, directors
and consultants for services to the Corporation; and (iii) 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 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 Plan
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 Bonuses 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 Bonus 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 or awarded a
Bonus 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 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 Plan, to administer the Plan and
to exercise all the powers and authorities either specifically conferred under
the Plan or necessary or advisable in the administration of the Plan, including
the authority:  to grant Options and Bonuses; to determine the vesting schedule
and other restrictions, if any, relating to Options and Bonuses; to determine
which Options shall constitute Incentive Stock Options and which shall
constitute Non-qualified Stock 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 and Bonuses shall be granted;
to determine the number of shares to be covered by each Option or Bonus; to
determine Fair Market Value per share; to interpret the Plan; to prescribe,
amend and rescind rules and regulations relating to the 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 Plan; and to make all
other determinations deemed necessary or advisable for the administration of the
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 Plan.

             (b) Options and Bonuses granted under the 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 Plan and grant
Options and Bonuses 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 Plan or
any Option or Bonus granted hereunder.

      3.     ELIGIBILITY.

             (a) Subject to certain limitations hereinafter set forth, Options
and Bonuses may be granted to employees and officers and directors (whether or
not they are employees) of and consultants to the Corporation.  In determining
the persons to whom Options or Bonuses shall be granted and the number of shares
to be covered by each Option or Bonus, 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 Plan.

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

      4.     STOCK RESERVED.

             (a) The stock subject to Options or Bonuses 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
and Bonuses may be granted from time to time under the Plan shall not exceed
250,000 subject to adjustment as provided in Section 7(h) hereof.

             (b) If any Option outstanding under the Plan for any reason
expires or is terminated without having been exercised in full, or if any Bonus
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 or the forfeited portion of the Bonus shall become available for
subsequent grants of Options and Bonuses under the Plan.

      5.     INCENTIVE STOCK OPTIONS.

             (a) Options granted pursuant to this Section 5 are intended to
constitute Incentive Stock Options and shall be subject to the following special
terms and conditions, in addition to the general terms and conditions specified
in Section 7 hereof.  Only employees of the Corporation shall be entitled to
receive Incentive Stock Options.

             (b) The aggregate Fair Market Value (determined as of the date the
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options granted under this and any other plan of the
Corporation or any Parent Corporation or Subsidiary Corporation are exercisable
for the first time by an Optionee during any calendar year may not exceed the
amount set forth in Section 422(d) of the Internal Revenue Code.

             (c) Incentive Stock Options granted under this Plan are intended
to satisfy all requirements for incentive stock options under Section 422 of the
Internal Revenue Code and the Treasury Regulations thereunder and,
notwithstanding any other provision of this Plan, the Plan and all Incentive
Stock Options granted under it shall be so construed, and all contrary
provisions shall be so limited in scope and effect and, to the extent they
cannot be so limited, they shall be void.

      6.     NON-QUALIFIED STOCK OPTIONS.  Options granted pursuant to this
Section 6 are intended to constitute Non-qualified Stock Options and shall be
subject only to the general terms and conditions specified in Section 7 hereof.
Non-qualified Stock Options may be granted at an exercise price of not less than
85% of the Fair Market Value of the Common Stock.

      7.     TERMS AND CONDITIONS OF OPTIONS; OPTION AGREEMENTS.  Each Option
granted pursuant to the 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 specifically
identify the portion, if any, of the Option which constitutes an Incentive Stock
Option and the portion, if any, which constitutes a Non-qualified Stock Option.
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 7(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.

                    (3) The exercise price of the Incentive Stock Option must
not be less than 100% of the Fair Market Value. The exercise price of Non-
qualified Stock Options must not be less than 85% of the Fair Market Value.  Any
Incentive Stock Option granted under the Plan to a person owning more than ten
percent of the total combined voting power of the Common Stock shall be at a
price no less than 110% of the Fair Market Value per share on the date of grant
of the Incentive Stock Option.

             (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) 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.  The exercise period of Incentive
Stock Options granted to a person owning more than ten percent of the total
combined voting power of the Common Stock of the Corporation shall not exceed
five years.

                    (3) The Committee shall 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 7(e) and 7(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.

                    (5) The Option shall vest no earlier than in equal amounts
annually over five years; provided, that Options and Bonuses relating to up to
an aggregate of 25,000 shares of Common Stock may be subject to a shorter
vesting period at the discretion of 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 9 hereof.

             (e)    Termination.  Except as provided herein or in the Option
Agreement by and between the Corporation and the Recipient, an Option may not be
exercised unless the Recipient then is an employee or officer or director of or
consultant to 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), and unless the
Recipient has remained continuously as an employee or officer or director of or
consultant to the Corporation since the date of grant of the Option.

                    (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 or director of, or consultant to, the Corporation (other
than by reason of death, Disability or retirement) all Options theretofore
granted 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
employment or consulting relationship of a Recipient shall terminate, or if an
officer or director 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 Plan or in any Option or Bonus 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 employee or officer or director
of or a consultant to the Corporation, or if the Recipient's employment, officer
status or consulting relationship 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; provided, however, that in the case of Incentive Stock Options such
one-year shall be limited to three months in the case of retirement.

             (g)    TRANSFERABILITY RESTRICTION.

                    (1) Options granted under the 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 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 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 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 7(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 7(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 spin-off 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 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, provided that each Incentive Stock Option granted pursuant to this
Plan shall not be adjusted in a manner that cases such Option to fail to
continue to qualify as an Incentive Stock Option within the meaning of Section
422 of the Internal Revenue Code.

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

                    (1) Neither a Recipient of an Option nor such Recipient's
legal representative, heir, legatee or distribute, 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 7(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 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
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.

      8.     GRANT OF STOCK BONUSES.  In addition to, or in lieu of, the grant
of an Option, the Committee may grant shares of Common Stock as a Bonus.

             (a)  Each Bonus shall vest no earlier than in equal amounts
annually over five years; provided, that Options and Bonuses relating to an
aggregate of 25,000 shares of Common Stock may be subject to a shorter vesting
period at the discretion of the Committee.  At the time of grant of a Bonus, the
Committee may impose additional restrictions upon the vesting of a Bonus and
such other restrictions which it deems appropriate.  Unless otherwise directed
by the Committee at the time of grant of a Bonus,

the Recipient shall be considered a shareholder of the Corporation as to the
Bonus shares which have vested in the grantee at any time regardless of any
forfeiture provisions which have not yet arisen.

             (b)  The grant of a Bonus 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, other applicable
securities laws, rules and regulations, and the requirements of any stock
exchanges upon which the Common Stock then may be listed.  Any certificates
prepared to evidence Common Stock issued pursuant to a Bonus grant shall bear
legends as the Corporation's counsel may seem necessary or advisable.  Included
among the foregoing requirements, but without limitation, any Recipient of a
Bonus at a time when a registration statement relating thereto is not effective
under the 1933 Act shall execute a Subscription Agreement substantially in the
form of Exhibit B.

      9.     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 or the grant of a Bonus 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 or payment of
such Bonus.  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.

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

      11.    AMENDMENT AND TERMINATION OF THE PLAN.  The Committee at any time
and from time to time may suspend, terminate, modify or amend the Plan.  Except
as provided in Section 7 hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any Option or Bonus previously
granted, unless the written consent of the Recipient is obtained.

      12.    ASSUMPTION.  Subject to Section 7, the terms and conditions of any
outstanding Options granted pursuant to this 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 Plan.  Such successor corporation may, but shall
not be obligated to, assume this Plan.

      13.    TERMINATION OF RIGHT OF ACTION.  Every right of action arising out
of or in connection with the 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.

      14.    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 Plan and which
the Board believes to be important to holders of Options or Common Stock issued
pursuant to Bonuses granted under the Plan and to conduct any such contest or
any litigation arising therefrom to a final decision.

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

      16.    ADOPTION BY BOARD; APPROVAL OF SHAREHOLDERS.  This Plan was
approved by the Board of Directors and the Shareholders of the Corporation
effective _____________.

                                                                       EXHIBIT A

                            FORM OF STOCK OPTION AGREEMENT

      STOCK OPTION AGREEMENT mad as of this ____ day of ______, 199__, by and
between The Vintage Group USA, Ltd., a Colorado corporation (the "Corporation"),
and ______________ (the "Recipient").

      In accordance with the Corporation's 1996 Stock Option and Stock Bonus
Plan (the "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 to 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 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 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.  The Option [is/is not] intended to qualify as an Incentive
Stock Option pursuant to Section 422 of the Internal Revenue Code.

      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 7 of the Plan, the Option may be exercised in [five] cumulative
installments as follows:

      (i)    The first installment shall consist of [20]% of the shares covered
by the Option and shall become exercisable on ____________________ ____, ______.

      (ii)   The second installment shall consist of [20]% of the shares
covered by the Option and shall become exercisable on ____________________ ____,
______.

      (iii)  The third installment shall consist of [20]% of the shares covered
by the Option and shall become exercisable on ____________________ ____, ______.

      (iv)   The fourth installment shall consist of [20]% of the shares
covered by the Option and shall become exercisable on ____________________ ____,
______.

      (v)    The fifth installment shall consist of [20]% of the shares covered
by the Option and shall become exercisable on ____________________ ____, ______.

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 7(d) of the Plan.

      4.     TERM OF OPTION.  The term of the Option will be 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 7 of the 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 7 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 7(e) of the 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 7(f) of the Plan.

      8.     ADJUSTMENTS.  The Option shall be subject to adjustment upon the
occurrence of certain events as set forth in Section 7(h) of the 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 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.    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.

      13.    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.

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

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

                                       THE VINTAGE GROUP USA, LTD.

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

      The undersigned Recipient has read and understands the terms of this
Option Agreement and the attached 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 The Vintage Group USA, Ltd., a Colorado corporation (the "Corporation") from
the Corporation as a Bonus or pursuant to exercise of an Option granted pursuant
to the Corporation's 1996 Stock Option and Stock Bonus Plan (the "Plan").  All
capitalized terms not otherwise defined herein shall be as defined in the Plan.

      It is understood that no grant of any Bonus or 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 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 10-Q for the quarters subsequent to
the date of such 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 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 laws.

      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 Bonus or 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 grant of
the Bonus or the exercise of an Option.

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

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

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

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

 

Basic Info X:

Name: 1996 STOCK OPTION AND STOCK BONUS PLAN
Type: Bonus Plan
Date: June 17, 1996
Company: METROGOLF INC
State: Colorado

Other info:

Organization:

  • Board of Directors of the Corporation
  • Corporation 's Common Stock
  • NASDAQ National Market System
  • Parent Corporation or Subsidiary Corporation
  • Internal Revenue Code
  • Fair Market Value of the Common Stock
  • Incentive Stock Options
  • Securities and Exchange Commission
  • Date of Grant
  • Option Price of shares of Common Stock
  • The Vintage Group USA , Ltd.

Location:

  • Colorado

Money:

  • $ .01

Percent:

  • 100 %
  • 85 %
  • 110 %
  • ten percent
  • ] %