MAC FILMWORKS, INC.
1998 STOCK OPTION PLAN
ARTICLE I - PLAN
1.1 PURPOSE. This Plan is a plan for key Employees (including officers and employee directors) and
Consultants of the Company and its Affiliates and is intended to advance the best interests of the Company, its
Affiliates, and its stockholders by providing those persons who have substantial responsibility for the management
and growth of the Company and its Affiliates with additional incentives and an opportunity to obtain or increase
their proprietary interest in the Company, thereby encouraging them to continue in the employ of the Company or
any of its Affiliates.
1.2 RULE 16B-3 PLAN. The Company is subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), and therefore the Plan is intended to comply with all applicable conditions
of Rule 16b-3 (and all subsequent revisions thereof) promulgated under the 1934 Act. To the extent any
provision of the Plan or action by the Board of Directors or Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee. In addition, the Board of
Directors may amend the Plan from time to time as it deems necessary in order to meet the requirements of any
amendments to Rule 16b-3 without the consent of the shareholders of the Company.
1.3 EFFECTIVE DATE OF PLAN. The Plan shall be effective January 1998 (the "Effective Date"), provided
that within one year of the Effective Date, the Plan shall have been approved by at least a majority vote of
stockholders. No Incentive Option, Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
Performance Stock Award shall be granted pursuant to the Plan ten years after the Effective Date.
ARTICLE II - DEFINITIONS
The words and phrases defined in this Article shall have the meaning set out in these definitions throughout this
Plan, unless the context in which any such word or phrase appears reasonably