2000 INCENTIVE STOCK PLAN
1. PURPOSE OF THE PLAN
This 2000 Incentive Stock Plan is intended to promote the interests of eNote.com, Inc., a Delaware corporation
(the "Company"), by providing the Employees of and Consultants to the Company and its Subsidiaries, who will
be largely responsible for the management, growth and protection of the business of the Company, with a
proprietary interest in the Company.
As used in the Plan, the following definitions apply to the terms indicated below.
(a) "Board of Directors" shall mean the Board of Directors of eNote.com, Inc., a Delaware corporation.
(b) "Cause," when used in connection with the termination of a Participant's employment with the Company, shall
mean the termination of the Participant's employment by the Company by reason of (i) the conviction of the
Participant by a court of competent jurisdiction as to which no further appeal can be taken of a crime involving
moral turpitude; (ii) the proven commission by the Participant of an act of fraud upon the Company; (iii) the willful
and proven misappropriation of any funds or property of the Company by the Participant; (iv) the willful,
continued and unreasonable failure by the Participant to perform duties assigned to him and agreed to by him; (v)
the knowing engagement by the Participant in any direct, material conflict of interest with the Company without
compliance with the Company's conflict of interest policy, if any, then in effect; (vi) the knowing engagement by
the Participant, without the written approval of the Board of Directors of the Company, in any activity which
competes with the business of the Company or which would result in a material injury to the Company; or (vii)
the knowing engagement in any activity which would constitute a material violation of the provisions of the
Company's policies and procedures manual or other analogous employee handbook, if any, then in effect.
(c) "Cash Bonus" shall mean an award of a bonus