SEAL FLEET, INC.
AMENDED 1996 LONG-TERM INCENTIVE PLAN
Adopted by the Board of Directors on August 14, 1996, Amended March 21, 1997
The 1996 Long-Term Incentive Plan (the "Plan") is intended to promote the interests of Seal Fleet, Inc. ("Seal
Fleet") by offering those directors, executive officers, key employees and outside consultants of Seal Fleet who
are primarily responsible for the management, growth and success of the business of Seal Fleet, the opportunity
to participate in a long-term incentive plan designed to reward them for their services and to encourage them to
continue in the employ of or to provide services to Seal Fleet.
For all purposes of this Plan, the following terms shall have the following meanings:
"Common Stock" means Seal Fleet common stock, $.10 par value.
"Non-Statutory Options" means stock options not qualified under Section 422 of the Internal Revenue Code of
1986, as amended.
"Restricted Shares" means shares of Common Stock which have not been registered under federal securities law.
"Retirement" means a Participant's termination of employment or association after attaining age 62.
"Subsidiary" means any company which Seal Fleet owns, directly or indirectly, the majority of the combined
voting power of all classes of stock.
The Plan shall be administered by a Committee (the "Committee") of not less than two non-employee directors of
Seal Fleet selected by, and serving at the pleasure of, Seal Fleet's Board of Directors (the "Seal Fleet Board").
To qualify as a "non-employee director," a person must be a member of the Seal Fleet Board who (i) is not
currently an officer or employee of eal Fleet or any Subsidiary, (ii) has not received compensation for serving as a
consultant or in any other non-director capacity or had an interest in any transaction with Seal Fleet or any
Subsidiary that exceeds $60,000, or (iii) has not been engaged through another party in a business relationship
with Seal Fleet (such