SYNETIC INC, S-8, 1999-02-17

SYNETIC INC
S-8, 1999-02-17
PLASTICS PRODUCTS, NEC

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As filed with the Securities and Exchange Commission on February 17, 1999
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

SYNETIC, INC.
(Exact name of Registrant as specified in its charter)

Delaware 22-2975182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
669 River Drive
Elmwood Park, New Jersey 07407-1361
(Address of Principal Executive Offices)

1998 CLASS E STOCK OPTION PLAN
1998 POREX TECHNOLOGIES CORP. STOCK OPTION PLAN
AGREEMENTS BETWEEN SYNETIC, INC.
AND CERTAIN INDIVIDUALS
(Full title of the plan)

CHARLES A. MELE, ESQ.
Executive Vice President - General Counsel
Synetic, Inc.
669 River Drive
Elmwood Park, New Jersey 07407-1361
(Name and address of agent for service)

(201) 703-3400
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1) (1)
par value $.01 per share 555,000 Shares $33.75 $18,731,250.00 $ 5,207.29
272,325 Shares $33.75 $ 9,190,968.75 $ 2,555.09
250,000 Shares $34.8750 $ 8,718,750.00 $ 2,423.81
75,000 Shares $36.8750 $ 2,765,625.00 $ 768.84
190,000 Shares $33.75 $ 6,412,500.00 $ 1,782.67
760,000 Shares $50.00 $38,000,000.00 $10,564.00
2,500 Shares $37.50 $ 93,750.00 $ 26.06
(2) (2) $ 3,478.60
265,175 Shares $47.1875 $12,512,945.30 -------------
$26,806.36
==================================================================================================================
<FN>
(1) Pursuant to Rule 457(h), the offering price of shares of Common Stock is based on the per share option
exercise price.
(2) Pursuant to Rule 457(c) and 457(h), offering prices are based on $47.1875 per share for 265,175 shares
based on the average of the high and low prices of Common Stock on the Nasdaq consolidated reporting
system on February 10, 1999, and is estimated solely for purpose of calculating the registration fee.
</FN>
</TABLE>

<PAGE>

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

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

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (hereinafter, the "Securities Act"), and
the "Note" to Part I of Form S-8.

<PAGE>

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated as of their respective dates in
this Registration Statement by reference:

(i) the annual report on Form 10-K, as amended by Form 10-K/A,
of Synetic, Inc., a Delaware corporation (the "Registrant"), for
the fiscal year ended June 30, 1998, (the "1998 10-K)";

(ii) the quarterly reports on Form 10-Q for the fiscal quarters
ended September 30, 1998 and December 31, 1998;

(iii) the reports on Form 8-K of the Registrant dated July 29,
1998 and February 5, 1999; and

(iv) the description of the common stock, par value $0.01 per
share, contained in the report on Form 8-K of the Registrant
filed with the Commission on February 5, 1999 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").

All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters with respect to the legality of the
issuance of the Common Stock offered hereby will be passed upon for the
Registrant by Shearman & Sterling, New York, New York. Shearman & Sterling is a
limited partner in SN Investors.

The statements of law under the caption "Business-Plastics and
Filtration Technologies Business-Regulation" in the Registrant's 1998 10-K,
incorporated by reference herein, are based upon the opinion of Kegler, Brown,
Hill & Ritter Co., L.P.A. Columbus, Ohio, special regulatory counsel to the
Registrant. Robert D. Marotta, Esq., of counsel to such firm, holds options to
purchase 75,000 shares of the Registrant's Common Stock.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under

<PAGE>

certain circumstances, to be indemnified against all expenses and liabilities
(including attorneys' fees) incurred by them as a result of suits brought
against them in their capacity as a director or officer if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful; provided that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the Registrant, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Any such indemnification may be made by the
company only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Article Eleven of the
Registrant's Amended and Restated Certificate of Incorporation and Section 6.5
of the Registrant's By-Laws entitles officers, directors and controlling persons
of the Registrant to indemnification to the full extent permitted by Section 145
of the DGCL, as the same may be supplemented or amended from time to time.

Article Thirteen of the Registrant's Amended and Restated
Certificate of Incorporation provides that no director shall have any personal
liability to the Registrant or its stockholders for any monetary damages for
breach of fiduciary duty as a director, provided that such provision does not
limit or eliminate the liability of any director (i) for breach of such
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (involving certain
unlawful dividends or stock repurchase) or (iv) for any transaction from which
such director derived an improper personal benefit. Amendment to such article
does not affect the liability of any director for any act or omission occurring
prior to the effective time of such amendment.

Reference is made to the Form of Indemnification Agreement
between the Registrant and its directors and officers pursuant to which the
registrant has agreed to indemnify such directors and officers to the fullest
extent permitted by Delaware law, as the same may be amended from time to time.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

The following exhibits are filed as part of this Registration
Statement:

Exhibit No. Description of Document
- ----------- -----------------------

4.1 Synetic, Inc. 1998 Class E Stock Option Plan.

4.2 Synetic, Inc. 1998 Porex Technologies Corp. Stock Option
Plan.

4.3 Stock Option Agreement between Synetic, Inc. and Roger C.
Holstein (incorporated by reference to the Registrant's
Proxy Statement dated February 25, 1998).

<PAGE>

4.4 Stock Option Agreement between Synetic, Inc. and David C.
Amburgey.

4.5 Stock Option Agreement between Synetic, Inc. and Robert W.
Seifert.

4.6 Stock Option Agreement between Synetic, Inc. and Richard S.
Cohan.

5 Opinion of Shearman & Sterling, counsel to the Registrant as
to the legality of the securities registered hereby.

23.1 Consent of Arthur Andersen LLP, New York, New York.

23.2 Consent of Kegler, Brown, Hill & Ritter, Co., L.P.A.

23.3 Consent of Linkenheimer LLP.

23.4 Consent of Shearman & Sterling (included in Exhibit 5).

23.5 Consent of Arthur Andersen LLP, Orange County, California.

24 Powers of Attorney.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission

<PAGE>

such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Elmwood Park, in the State of New Jersey, on the 17th day of
February, 1999.

SYNETIC, INC.

By: /s/ Anthony Vuolo
------------------------------
Name: Anthony Vuolo
Title: Executive Vice President -
Finance and Administration and Chief
Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on February 17, 1999.

Signature Title
--------- -----

* Chairman of the Board
- ------------------------------
Martin J. Wygod

* Vice Chairman of the Board
- ------------------------------
James V. Manning

* President & Chief Executive Officer
- ------------------------------
Paul C. Suthern

* Executive Vice President - Finance and
- ------------------------------ Administration and Chief Financial
Anthony Vuolo Officer

* Director
- ------------------------------
Thomas R. Ferguson

* Director
- ------------------------------
Mervyn L. Goldstein

* Director
- ------------------------------
Ray E. Hannah

* Director
- ------------------------------
Roger H. Licht

<PAGE>

* Director
- ------------------------------
Bernard A. Marden

* Director
- ------------------------------
Charles A. Mele

* Director
- ------------------------------
Herman Sarkowsky

* Director
- ------------------------------
Albert M. Weis

/s/ Anthony Vuolo Attorney-in-Fact
- ------------------------------
*By Anthony Vuolo

<PAGE>

Exhibit Index

Exhibit No. Description of Document

4.1 Synetic, Inc. 1998 Class E Stock Option Plan.

4.2 Synetic, Inc. 1998 Porex Technologies Corp. Stock Option
Plan.

4.3 Stock Option Agreement between Synetic, Inc. and Roger C.
Holstein (incorporated by reference to the Registrant's
Proxy Statement dated February 25, 1998).

4.4 Stock Option Agreement between Synetic, Inc. and David C.
Amburgey.

4.5 Stock Option Agreement between Synetic, Inc. and Robert W.
Seifert.

4.6 Stock Option Agreement between Synetic, Inc. and Richard S.
Cohan.

5 Opinion of Shearman & Sterling, counsel to the Registrant as
to the legality of the securities registered hereby.

23.1 Consent of Arthur Andersen LLP, New York, New York.

23.2 Consent of Kegler, Brown, Hill & Ritter, Co., L.P.A.

23.3 Consent of Linkenheimer LLP.

23.4 Consent of Shearman & Sterling (included in Exhibit 5).

23.5 Consent of Arthur Andersen LLP, Orange County, California.

24 Powers of Attorney.

SYNETIC, INC. 1998 CLASS E

STOCK OPTION PLAN

1. Purpose. The purposes of the Synetic, Inc. 1998 Class E
Stock Option Plan (the "Plan") are to attract, retain and motivate officers, Key
Employees (as defined below) and consultants of Point Plastics Inc., a
California corporation or any successor corporation thereto ("Point Plastics"),
and its Subsidiaries and to provide to such persons incentives and rewards for
superior performance.

2. Definitions. As used in the Plan the following terms have
the following meanings:

(a) "Award" means an Option.

(b) "Board" means the Board of Directors of the Company.

(c) "Cause" means a termination of the Participant's
employment or status as a consultant with the Company or any of its Subsidiaries
(a) for "cause" as defined in an employment agreement or consulting agreement
applicable to the Participant, or (b) in the case of a Participant who does not
have an employment agreement or consulting agreement that defines "cause",
because of any of the following, each as communicated to the Participant by
notice from Point Plastics setting forth in reasonable detail the nature of such
Cause:

1. A failure of the Participant to perform his
employment-related duties in any material respect (other than any such
failure resulting from a Permanent Disability of the Participant);

2. Any willful misconduct by the Participant
relating, directly or indirectly, to the Company, Point Plastics or any
of their respective Subsidiaries or affiliates, or any breach by the
Participant of any material policy of the Company, Point Plastics or
any of their respective Subsidiaries or affiliates, as reasonably
determined by the Committee;

3. Any breach by the Participant of any of the
restrictive covenants set forth in the applicable Agreement or any
substantially similar provisions in any other agreements with the
Company, Point Plastics or any of their respective Subsidiaries or
affiliates, as reasonably determined by the Committee; or

4. Any willful violation by the Participant of any
federal or state law or regulation applicable to the business of the
Company, Point Plastics or any of their

<PAGE>

respective Subsidiaries or affiliates, or the Participant's commission
of a common law fraud or conviction of a felony or crime involving
moral turpitude.

(d) "Code" means the Internal Revenue Code of 1986, as
amended.

(e) "Committee" means a committee of the Board comprised of at
least two directors selected by the Board to administer the Plan.

(f) "Common Share" means a share of common stock, $.01 par
value, of the Company.

(g) "Company" means Synetic, Inc., Delaware corporation.

(h) "Date of Grant" means the date on which an Option is
granted, as determined by the Committee and as set forth in the applicable
Agreement.

(i) "Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder.

(j) "Fair Market Value" of a Common Share on a given date
means the closing price of a Common Share on such date (or the most recent
trading date if such date is not a trading date) on the NASDAQ/National Market
System or such national exchange, if any, as may be designated by the Committee.

(k) "Key Employee" means a person employed by Point Plastics
or one of its Subsidiaries on a full-time basis (including officers) or, with
the consent of the Committee, on a part-time basis, who are compensated for such
employment by a regular salary.

(l) "Option Price" means the purchase price per Common Share
payable on exercise of an Option, as determined by the Committee (subject to the
terms of the Plan) and as set forth in the applicable Agreement.

(m) "Option" means the right to purchase a Common Share upon
exercise of a nonqualified stock option granted pursuant to the Plan.

(n) "Participant" means a person to whom an Award has been
made by the Committee in its sole discretion and who is at the time of such
Award an officer, Key Employee, or consultant of Point Plastics or any of its
Subsidiaries.

(o) A Participant shall be deemed to be "Permanently Disabled"
if (i) such Participant shall become ill, mentally or physically disabled, or
otherwise incapacitated so as to be unable regularly to perform the duties of
his position for a period in excess of 90 consecutive days or more than 120 days
in any consecutive 12 month period, or (ii) a duly

<PAGE>

licensed physician selected by the Company or Point Plastics with the reasonable
approval of the Participant determines that the Participant is mentally or
physically disabled so as to be unable to perform regularly the duties of his
position and such condition is expected to be of a permanent duration.

(p) "Rule 16b-3" means Rule 16b-3 under the Exchange Act.

(q) "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations thereunder.

(r) "Subsidiary" means any corporation in which the Company
owns or controls, directly or indirectly, not less than 50% of the total
combined voting power represented by all classes of stock issued by such
corporation.

(s) "Vested Options" means, as of any date, Options which by
their terms are exercisable on such date.

3. Administration of the Plan. (a) The Plan shall be
administered, and Awards shall be granted hereunder, by the Board or, if the
Board so elects, by the Committee. A majority of the Committee shall constitute
a quorum, and the action of the members of the Committee present at any meeting
at which a quorum is present, or acts unanimously approved in writing, shall be
the acts of the Committee. In the event that the Board does not elect to appoint
a Committee then, for purposes of administering the Plan, the term "Board" shall
be substituted for the term "Committee" wherever it appears in the Plan.

(b) The interpretation and construction by the Committee of
any provision of the Plan or of any Agreement, and any determination by the
Committee pursuant to any provision of this Plan or of any Agreement shall be
final and conclusive. No member of the Committee shall be liable for any such
action or determination made in good faith.

4. Shares Available Under Plan. The maximum number of Common
Shares which may be issued upon the exercise of Options granted under the Plan
is 535,000 Common Shares, subject to adjustment as provided in Paragraph 10.
Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing. Any Common Shares which are subject to Options
which expire or which have been surrendered without being exercised in full
shall again be available for issuance under the Plan.

5. Options. The Committee may, from time to time and upon such
terms and conditions as it may determine, authorize the granting to Participants
of Options.

6. Agreement. The terms and conditions of each Option shall be
embodied in a written agreement (the "Agreement") in a form approved by the
Committee which shall contain terms and conditions not inconsistent with the
Plan and which shall incorporate the

<PAGE>

Plan by reference. Options granted under the Plan shall comply with the
following terms and conditions:

(i) Each Agreement shall specify the number of Common Shares
for which Options have been granted.

(ii) Each Agreement shall specify the Option Price, which
shall not be less than the Fair Market Value per Common Share on the
Date of Grant.

(iii) Each Agreement shall specify that the Option Price shall
be payable in cash or by certified or official bank check. If
determined by the Committee in its sole discretion and specified in the
applicable Agreement, the Option Price shall also be payable (a) by the
transfer to the Company of Common Shares owned by the Participant for a
period of at least six months having an aggregate Fair Market Value per
Common Share at the date of exercise equal to the aggregate Option
Price, (b) by a cashless exercise procedure through a broker or (c) by
a combination of the foregoing methods of payment.

(iv) Each Agreement shall specify the applicable vesting
schedule and the effective term of the Option.

(v) Options granted under the Plan are not intended to qualify
as "incentive stock options" within the meaning of Section 422 of the
Code.

(vi) No Option shall be exercisable more than ten years from
the Date of Grant.

(vii) Each Option granted under the Plan shall be subject to
such additional terms and conditions, not inconsistent with the Plan,
which are prescribed by the Committee and set forth in the applicable
Agreement.

(viii) As soon as practicable following the exercise of any
Options, a certificate evidencing the number of Common Shares issued in
connection with such exercise shall be issued in the name of the
Participant or, if applicable, in the name of the heirs of the
Participant .

7. Date of Exercise. An Option shall be exercisable at the
times specified by the Committee in the applicable Agreement. The Committee may
also determine that an Option shall become exercisable in full or in part,
whether or not it is then exercisable, upon such circumstances or events as the
Committee determines, in its sole discretion, merits special consideration.

<PAGE>

8. Termination of Employment.

(a) In the event that a Participant's employment or status as
a consultant with the Company or any of its Subsidiaries terminates for any
reason (other than a termination by the Company or any of its Subsidiaries for
Cause), the Participant (or the Participant's estate) shall be entitled to
exercise the Participant's Options which have become Vested Options as of the
date of termination for a period of 30 days (one year in the event of Permanent
Disability or death) following the date of termination.

(b) Unless the Committee otherwise determines and specifies in
the applicable Option Agreement, in the event that a Participant's employment or
status as a consultant with the Company or any of its Subsidiaries terminates
for any reason, any Options which have not become Vested Options as of the date
of termination shall terminate and be canceled without any consideration being
paid therefor.

(c) In the event that a Participant's employment or status as
a consultant with the Company or any its Subsidiaries is terminated for Cause
(as determined by the Committee in its sole discretion, which determination
shall be conclusive), then all of such Participant's Options (whether or not
Vested Options) shall terminate and be canceled without any consideration being
paid therefor.

(d) In the event that (i) a Participant's employment with the
Company or any of its Subsidiaries terminates for any reason (other than a
termination by the Company or any of its Subsidiaries for Cause) and (ii) such
Participant is retained as a consultant to the Company or any of its
Subsidiaries immediately following such termination of employment, then, in the
sole discretion of the Committee, such Participant's employment with the Company
and its Subsidiaries shall be deemed to continue for purposes of this Section 8
(and any restrictive covenants applicable to the Participant, including, without
limitation, the restrictive covenants set forth in the applicable Agreement)
until the termination of such Participant's status as a consultant or such
earlier date as may be determined by the Committee in its sole discretion.

9. Transferability. No Option shall be transferable by a
Participant other than by will or the laws of descent and distribution. Options
shall be exercisable during the Participant's lifetime only by the Participant
or by the Participant's guardian or legal representative.

10. Adjustments. The Committee may make or provide for such
adjustments in the maximum number of Common Shares specified in Section 4, in
the number of Common Shares covered by outstanding Options granted hereunder,
and/or in the Option Price applicable to such Options as the Committee in its
sole discretion may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, merger, consolidation, spin-off,

<PAGE>

reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporate transaction or event having an
effect similar to any of the foregoing.

11. Reorganization. In the event that the Company is merged or
consolidated with another corporation, or in the event of a reorganization,
separation, or liquidation of the Company, the Board or the board of directors
of any corporation assuming the obligations of the Company hereunder may either
(i) make appropriate provisions for the protection of any outstanding Options by
the substitution on an equitable basis of appropriate securities of the Company,
or appropriate securities of the merged, consolidated, or otherwise reorganized
corporation, or the appropriate adjustment in the Option Price, or both, or (ii)
give written notice to the Participants that their Options must be exercised, to
the extent then exercisable, within 60 days of the date of such notice or the
Options will terminate.

12. Restrictive Covenants. The applicable Agreement may set
forth certain restrictive covenants applicable to the Participant, as determined
by the Committee in its sole discretion.

13. Fractional Shares. The Company shall not be required to
issue any fractional Common Share pursuant to the Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in
cash.

14. Withholding Taxes. The Company and its Subsidiaries shall
have the right to require any individual entitled to receive Common Shares
pursuant to an Option to remit to the Company, prior to the delivery of any
certificates evidencing such shares, any amount sufficient to satisfy any United
States federal, state or local tax withholding requirements. With the consent of
the Committee in its sole discretion, prior to the Company's determination of
such withholding liability, such individual may make an irrevocable election to
satisfy, in whole or in part, such obligation to remit taxes by directing the
Company to withhold Common Shares that would otherwise be received by such
individual. Such election may be denied by the Committee in its sole discretion,
or may be made subject to certain conditions specified by the Committee,
including, without limitation, conditions intended to avoid the imposition of
liability against the individual under Section 16(b) of the Exchange Act.

15. Registration Restrictions, Exchange Rules. An Option shall
not be exercisable unless and until (i) a registration statement under the
Securities Act has been duly filed and declared effective pertaining to the
Common Shares subject to such Option and such Common Shares shall have been
qualified under applicable state "blue sky" laws, or (ii) the Committee in its
sole discretion determines that such registration and qualification is not
required as a result of the availability of an exemption from such registration
and qualification under such laws. Any and all grants of Options shall be
subject to all applicable rules and regulations of any exchange on which the
Common Shares may then be listed.

<PAGE>

16. Shareholder Rights. A Participant shall have no rights as
a shareholder with respect to any Common Shares issuable upon exercise of an
Option until a certificate or certificates evidencing such shares shall have
been issued to such Participant, and no adjustment shall be made for dividends
or distributions or other rights in respect of any share for which the record
date is prior to the date upon which the Participant shall become the holder of
record thereof.

17. Amendments, Etc. (a) The Board may at any time and from
time to time alter, amend, suspend or terminate the Plan in whole or in part;
provided, however, that no termination or amendment of the Plan may, without the
consent of the Participant to whom any Award shall previously have been granted,
adversely affect the rights of such Participant in such Award; provided further,
however that amendments shall be subject to any approvals, whether regulatory,
shareholder or otherwise, which are required by law or any applicable securities
exchange.

(b) The Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with the Company or
any Subsidiary, nor will it interfere in any way with any right the Company or
any Subsidiary would otherwise have to terminate such Participant's employment
or other service at any time.

18. Effective Date. The Plan shall be effective as of the
Closing Date (as defined in the Agreement and Plan of Merger, dated as of March
6, 1998, as amended on May 22, 1998, among the Company, Point Acquisition Corp.,
a Delaware corporation and a wholly owned Subsidiary of the Company, Point
Plastics and certain shareholders of Point Plastics).

19. Governing Law. The Plan and all rights hereunder shall be
construed in accordance with and governed by the laws of the State of New Jersey
without reference to the choice of law provisions of New Jersey law.

POREX TECHNOLOGIES CORP. 1998 STOCK OPTION PLAN

1. Purpose. The purposes of the Porex Technologies Corp. 1998
Stock Option Plan (the "Plan") are to attract, retain and motivate Key Employees
and Key Consultants (each as defined below) of Porex Technologies Corp, a
Delaware corporation, or any successor thereto ("Porex"), and its Affiliates (as
defined below) and to provide to such persons incentives and rewards for
superior performance.

2. Definitions. As used in the Plan the following terms have
the following meanings:

(a) "Affiliate" has the meaning ascribed to such term in Rule
12b-2 promulgated under the Exchange Act.

(b) "Award" means an Option.

(d) "Cause" means a termination of the Optionee's employment
or status as a consultant with Porex or any of its Affiliates (a) for "cause" as
defined in an employment agreement, consulting agreement or option agreement
applicable to the Optionee, or (b) in the case of a Optionee who does not have
an employment agreement, consulting agreement or option agreement that defines
"cause", because of any of the following, each as communicated to the Optionee
by notice from such Optionee's Employer setting forth in reasonable detail the
nature of such Cause:

1. A failure of the Participant to perform his
employment-related duties in any material respect (other than any such
failure resulting from a Permanent Disability of the Participant);

2. Any willful misconduct by the Participant
relating, directly or indirectly, to Synetic, such Participant's
Employer or any of their respective Affiliates, or any breach by the
Participant of any material policy of Synetic, such Employer or any of
their respective Affiliates, as reasonably determined by the Committee;

3. Any breach by the Participant of any of the
restrictive covenants set forth in the applicable Agreement or any
substantially similar provisions in any agreements with Synetic, such
Participant's Employer or any of their respective Affiliates, as
reasonably determined by the Committee; or

4. Any willful violation by the Participant of any
federal or state law or regulation applicable to the business of
Synetic, such Participant's Employer or any of

<PAGE>

their respective Affiliates, or the Participant's commission of a
common law fraud or conviction of a felony or crime involving moral
turpitude.

(e) "Code" means the Internal Revenue Code of 1986, as
amended.

(f) "Committee" means a committee of the Board comprised of at
least two directors selected by the Board to administer the Plan.

(g) "Common Share" means a share of common stock, $.01 par
value, of Synetic.

(h) "Date of Grant" means the date on which an Option is
granted, as determined by the Committee and as set forth in the applicable
Agreement.

(i) "Designated Officer" means any individual who is both an
officer and director of Synetic that the Board or the Committee may designate
pursuant to Section 3 to act on their behalf with respect to the Plan.

(j) "Employer" means Porex or any of its Affiliates, as
applicable.

(k) "Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder.

(l) "Fair Market Value" of a Common Share on a given date
means the closing price of a Common Share on such date (or the most recent
trading date if such date is not a trading date) on the NASDAQ/National Market
System or such national exchange, if any, as may be designated by the Committee.

(m) "Key Consultant" means an individual (other than a Key
Employee) who is a consultant, agent, or other person engaged by an Employer to
render services to, or on behalf of such Employer.

(n) "Key Employee" means a person employed by an Employer on a
full-time basis (including officers) or, with the consent of the Committee, on a
part-time basis, who is compensated for such employment by a regular salary.

(o) "Option Price" means the purchase price per Common Share
payable on exercise of an Option, as determined by the Committee (subject to the
terms of the Plan) and as set forth in the applicable Agreement.

(p) "Option" means the right to purchase a Common Share upon
exercise of a nonqualified stock option granted pursuant to the Plan.

<PAGE>

(q) "Participant" means a person to whom an Award has been
made by the Committee in its sole discretion and who is at the time of such
Award a Key Employee or Key Consultant of an Employer.

(r) A Participant shall be deemed to be "Permanently Disabled"
if (i) such Participant shall become ill, mentally or physically disabled, or
otherwise incapacitated so as to be unable regularly to perform the duties of
his position for a period in excess of 90 consecutive days or more than 120 days
in any consecutive 12 month period, or (ii) a duly licensed physician selected
by Synetic or such Participant's Employer with the reasonable approval of the
Participant determines that the Participant is mentally or physically disabled
so as to be unable to perform regularly the duties of his position and such
condition is expected to be of a permanent duration.

(s) "Rule 16b-3" means Rule 16b-3 under the Exchange Act.

(t) "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations thereunder.

(u) "Synetic" means Synetic, Inc., a Delaware corporation.

(v) "Vested Options" means, as of any date, Options which by
their terms are exercisable on such date.

3. Administration. (a) The Plan shall be administered by the
Board or, if the Board so determines, by a Committee appointed by the Board from
among its members. The Board or the Committee may designate one or more
Designated Officers, each of whom shall be authorized and empowered to exercise
such functions and make such determinations with respect to the Plan and the
administration thereof as the Board or the Committee shall specify in the
resolution designating such officer. Any provision of the Plan to the contrary
notwithstanding, (i) in the event of any inconsistency between any action taken
by a Designated Officer and any action taken by the Committee concerning the
Plan or any Options hereunder, the action taken by the Committee shall govern,
(ii) in the event of any inconsistency between any action taken by a Designated
Officer or the Committee and any action taken by the Board concerning the Plan
or any Options hereunder, the action taken by the Board shall govern and (iii)
no Designated Officer may take any action except to the extent authorized to do
so by a resolution of the Board or the Committee.

(b) Determination of Option Terms. Subject to the
provisions of Sections 4, 5 and 6, the Board, the Committee or any Designated
Officer shall have authority to determine the vesting and exercise schedule with
respect to Options, the persons to whom Options shall be granted, the number of
Shares to be covered by each Option, the time or times at which Options shall be
granted and the terms and provisions of the Options, and to make all other
determinations necessary or advisable for the administration of the Plan.

<PAGE>

(c) Interpretation and Construction. The Board, the
Committee or the Designated Officer(s), as applicable, shall have the authority
to interpret and construe the provisions of the Plan or of any Option Agreement
and, subject to Section 3(a), such interpretation and construction by the Board,
the Committee or any Designated Officer shall be final and conclusive.

4. Eligible Persons. The Committee may grant Options from time
to time only to Key Employees or Key Consultants; provided, however, that no
Option shall be granted to any individual who, at the time such Option is
granted, is a director or an officer of Synetic (as defined in Rule 16a-1
promulgated under the Exchange Act).

5. Shares Available Under Plan. The maximum number of Common
Shares which may be issued upon the exercise of Options granted under the Plan
is 450,000 Common Shares, subject to adjustment as provided in Paragraph 10.
Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing. Any Common Shares which are subject to Options
which expire or which have been surrendered without being exercised in full
shall again be available for issuance under the Plan.

(i) Each Agreement shall specify the number of Common Shares
for which Options have been granted.

(ii) Each Agreement shall specify the Option Price, which,
shall not be less than the Fair Market Value per Common Share on the
Date of Grant.

(iii) Each Agreement shall specify that the Option Price shall
be payable in cash or by certified or official bank check. If
determined by the Committee in its sole discretion and specified in the
applicable Agreement, the Option Price shall also be payable (a) by the
transfer to Synetic of Common Shares owned by the Participant for a
period of at least six months having an aggregate Fair Market Value per
Common Share at the date of exercise equal to the aggregate Option
Price, (b) by a cashless exercise procedure through a broker or (c) by
a combination of the foregoing methods of payment.

(iv) Each Agreement shall specify the applicable vesting
schedule and the effective term of the Option. Unless otherwise
determined and specified in the Option Agreement, Options shall become
exercisable during the first five years in which the Option is
outstanding at the rate of 20% per year.

<PAGE>

(v) Options granted under the Plan are not intended to qualify
as "incentive stock options" within the meaning of Section 422 of the
Code.

(vi) No Option shall be exercisable more than ten years from
the Date of Grant.

7. Accelerated Vesting. An Option shall be exercisable at the
times specified in the applicable Agreement. The Committee may also determine at
the time of grant or thereafter that an Option shall become exercisable in full
or in part, whether or not it is then exercisable, upon such circumstances or
events as such Committee, in its sole discretion, merits special consideration.

8. Termination of Employment.

(a) Unless the Committee otherwise determines at the time of
grant or thereafter, in the event that a Participant's employment or status as a
consultant with Synetic and its Affiliates terminates for any reason (other than
a termination by Synetic or any of its Affiliates for Cause), the Participant
(or the Participant's estate) shall be entitled to exercise the Participant's
Options which have become Vested Options as of the date of termination for a
period of 30 days (one year in the event of Permanent Disability or death)
following the date of termination.

(b) Unless the Committee otherwise determines at the time of
grant or thereafter, in the event that a Participant's employment or status as a
consultant with Synetic and its Affiliates terminates for any reason, any
Options which have not become Vested Options as of the date of termination shall
terminate and be canceled without any consideration being paid therefor.

(c) In the event that a Participant's employment or status as
a consultant with Synetic and its Affiliates is terminated for Cause (as
determined by the Committee in its sole discretion, which determination shall be
conclusive), then all of such Participant's Options (whether or not Vested
Options) shall terminate and be canceled without any consideration being paid
therefor.

<PAGE>

(d) In the event that (i) a Participant's employment with
Synetic and its Affiliates terminates for any reason (other than a termination
by Synetic and its Affiliates for Cause) and (ii) such Participant is retained
as a consultant to Synetic or any of its Affiliates immediately following such
termination of employment, then, in the sole discretion of the Committee, such
Participant's employment with Synetic and its Affiliates shall be deemed to
continue for purposes of this Section 8 (and any restrictive covenants
applicable to the Participant, including, without limitation, the restrictive
covenants set forth in the applicable Agreement) until the termination of such
Participant's status as a consultant or such earlier date as may be determined
by the Committee in its sole discretion.

9. Transferability. No Option shall be transferable by a
Participant other than by will or the laws of descent and distribution;
provided, however, that the Committee may, subject to such terms and conditions
as the Committee shall specify, permit the transfer of an Option to a
Participant's family members, to one or more trusts established exclusively for
the benefit of one or more of such family members or to any other entity that is
solely owned by such family members ("Permitted Transferees"). Options shall be
exercisable during the Participant's lifetime only by the Participant, by the
Participant's guardian or legal representative or by such Permitted Transferees.

10. Adjustments. The Committee may make or provide for such
adjustments in the maximum number of Common Shares specified in Section 5, in
the number of Common Shares covered by outstanding Options granted hereunder,
and/or in the Option Price applicable to such Options as the Committee in its
sole discretion may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of Synetic, merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporate transaction or event having an
effect similar to any of the foregoing.

11. Reorganization. In the event that Synetic is merged or
consolidated with another corporation, or in the event of a reorganization,
separation, or liquidation of Synetic, the Board or the board of directors of
any corporation assuming the obligations of Synetic hereunder may either (i)
make appropriate provisions for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate securities of Synetic, or
appropriate securities of the merged, consolidated, or otherwise reorganized
corporation, or the appropriate adjustment in the Option Price, or both, or (ii)
give written notice to the Participants that their Options must be exercised, to
the extent then exercisable, within 60 days of the date of such notice or the
Options will terminate.

12. Restrictive Covenants. The applicable Agreement may set
forth certain restrictive covenants applicable to the Participant, as determined
by the in its sole discretion.

<PAGE>

13. Fractional Shares. Synetic shall not be required to issue
any fractional Common Share pursuant to the Plan. The Committee may provide for
the elimination of fractions or for the settlement of fractions in cash.

14. Withholding Taxes. Synetic and the applicable Employer
shall have the right to require any individual entitled to receive Common Shares
pursuant to an Option to remit to Synetic, prior to the delivery of any
certificates evidencing such shares, any amount sufficient to satisfy any United
States federal, state or local tax withholding requirements. With the consent of
the Committee in its sole discretion, prior to Synetic's determination of such
withholding liability, such individual may make an irrevocable election to
satisfy, in whole or in part, such obligation to remit taxes by directing
Synetic to withhold Common Shares that would otherwise be received by such
individual. Such election may be denied by the Committee in its sole discretion,
or may be made subject to certain conditions specified by the Committee,
including, without limitation, conditions intended to avoid the imposition of
liability against the individual under Section 16(b) of the Exchange Act.

(b) The Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with Synetic, an
Employer or any Affiliate

<PAGE>

thereof, nor will it interfere in any way with any right Synetic, such Employer
or such Affiliate would otherwise have to terminate such Participant's
employment or other service at any time.

18. Set-Off. If at any time an Participant is indebted to
Synetic, such Participant's Employer or any Affiliate thereof, Synetic may in
the discretion of the Committee (a) withhold from the Participant (i) following
the exercise by the Participant of an Option, Shares issuable to the Participant
having a Fair Market Value on the date of exercise up to the amount of such
indebtedness or (ii) following the sale by an Participant of Shares received
pursuant to the exercise of an Option, amounts due to an Participant in
connection with the sale of such Shares up to the amount of such indebtedness,
or (b) take any substantially similar action. The Committee may establish such
rules and procedures as it may deem necessary or advisable in connection with
the taking of any action contemplated by this Section 18.

19. Deductibility Under Code Section 162(m). Options granted
under the Plan to Participants which the Committee reasonably believes may be
subject to the deduction limitation of Section 162(m) of the Code may not be
exercisable until such time as the Committee has determined in its sole
discretion that such exercise or payment would no longer be subject to the
deduction limitation of Section 162(m) of the Code.

20. Effective Date. The Plan shall be effective as of the date
on which the Board approved the Plan (the "Effective Date"). No Awards may be
made under the Plan following the tenth anniversary of the Effective Date.

21. Governing Law. The Plan and all rights hereunder shall be
construed in accordance with and governed by the laws of the State of New Jersey
without reference to the choice of law provisions of New Jersey law.

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT (this "Agreement") made as of January
7, 1998, between SYNETIC, INC., a Delaware corporation (the "Company"), and
DAVID C. AMBURGEY ("Optionee").

RECITAL

The Company desires to provide Optionee with an opportunity to
acquire shares of Common Stock (as defined below) of the Company. As a result,
the Company has elected to issue to Optionee an option to acquire 25,000 shares
of its Common Stock and intends that such option comply with the requirements of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Section 162(m) of the Internal Revenue Code of 1986, as amended.

AGREEMENTS

In consideration of the Recital (which is incorporated by
reference) and the mutual covenants of this Agreement, the Company and Optionee
agree as follows:

1. Confirmation of Grant of Option. Pursuant to a
determination by the Stock Option Committee of the Board of Directors of the
Company (the "Board"), effective as of April 15, 1998 (the "Vesting Date"), the
Company hereby confirms that Optionee has been granted, subject to the terms of
this Agreement, the right (the "Option") to purchase 25,000 shares of Common
Stock of the Company ("Common Stock"). All of the shares hereunder are
hereinafter referred to as "Shares". Said number of Shares subject to the Option
may be adjusted as provided in Section 9.

As used herein, "Committee" shall mean the Stock Option
Committee of the Board (and any successor committee appointed by the Board).

2. Exercisability of Option.

2.1. Subject to the terms and conditions of this Agreement
(including Sections 2.3, 2.4 and 2.5), the Option shall become exercisable:

2.1.1. with respect to 20% of the Shares, on and after the
first anniversary of the Vesting Date;

2.1.2. with respect to an additional 20% of the Shares, on and
after the second anniversary of the Vesting Date;

2.1.3. with respect to an additional 20% of the Shares, on and
after the third anniversary of the Vesting Date;

<PAGE>

2.1.4. with respect to an additional 20% of the Shares, on and
after the fourth anniversary of the Vesting Date; and

2.1.5. with respect to the remainder of the Shares, on and
after the fifth anniversary of the Vesting Date.

2.2. The unexercised portion of the Option shall automatically
and without notice terminate and become null and void at the time of the
earliest to occur of the following:

2.2.1. The tenth anniversary of the Vesting Date; or

2.2.2. Subject to the provisions of Sections 2.3 and 2.4
below, 30 days following the date of termination of Optionee's status as an
employee of the Company for any reason in the case of the vested portion of the
Option (or the date on which a portion of the Option vests pursuant to Section
2.5) and immediately following such date of termination in the case of the
unvested portion of the Option.

2.3. If Optionee's employment is terminated by the Company for
Cause (as defined in this Section 2.3), the Option (both vested and non-vested)
shall expire on the date of termination. For purposes of this section of this
Agreement, the term "Cause" shall mean any of the following:

(a) A willful failure of the Optionee to perform his duties;

(b) Any willful misconduct by the Optionee relating, directly
or indirectly, to the Company or any of its Affiliates, or any breach
by the Optionee of any material policy of the Company or any of its
Affiliates, as reasonably determined by the Board;

(c) Any breach by the Optionee of any material provision
contained in his Key Employee Agreement with the Company, as reasonably
determined by the Board; or

(d) Any willful violation by the Optionee of any federal or
state law or regulation applicable to the business of the Company or
any of its Affiliates, or the Optionee's commission of a common law
fraud or conviction of a felony crime involving moral turpitude.

2.4. If Optionee terminates his employment for any reason, the
Option (both vested and non-vested) shall expire on the date of termination.

2.5. Notwithstanding any other provision of this Agreement,
the Committee may determine that the Option shall become exercisable in full or
in part, whether or not it is then exercisable, upon such circumstances or
events as the Committee determines, in its sole discretion, merits special
consideration.

-2-

<PAGE>

2.6. Notwithstanding anything to the contrary contained
herein, in no event shall the Option be exercisable after the expiration of ten
years from the Vesting Date.

3. Method of Exercise of Option. The Option may be exercised
by Optionee (or by Optionee's personal representatives or heirs at law, as
provided in Section 2, but by no other person) as to all or (at Optionee's
election) part of the Shares as to which the Option is then exercisable (that
is, vested) under Section 2 by giving written notice of exercise to the Company
at its principal business office, specifying the number of Shares for which the
Option is exercised, accompanied by payment in full for such Shares (as
determined pursuant to Section 4) together with any amount required for payroll
withholding tax under all applicable federal, state or local laws or
regulations. The failure to exercise the Option, in whole or in part, as to any
vested exercise rights shall not constitute a waiver of these rights. The
Company shall cause certificates for the Shares so purchased to be delivered to
Optionee or Optionee's personal representatives or heirs at law, at its
principal business office, against payment in full of the Option price for such
Shares (as determined pursuant to Section 4), as soon as practicable following
receipt of the notice of exercise and the applicable purchase price. The Option
price shall be paid in United States dollars in the form of cash, certified
check or bank draft, or (if the Shares of Common Stock of the Company are then
publicly traded) in fully paid Shares of Common Stock of the Company, that have
been held by the Optionee for a period of at least six months (valued for this
purpose at their then fair market value determined by the Committee), consistent
with practices permitted by the Committee or a combination of the two.

4. Option Price. Subject to adjustment as provided in Section
9, the exercise price of the Shares covered by this Agreement shall be $36.875
per Share.

5. Non-Transferability of Option. The Option is not assignable
or transferable except by will or by the laws of descent and distribution and
the Option may not be exercised other than by the Optionee or, after the death
of the Optionee, by the Optionee's personal representative, heirs or legatees;
provided, however, that the Committee may, subject to such terms and conditions
as the Committee shall specify, permit the transfer of the Option to the
Optionee's family members or to one or more trusts established in whole or in
part for the benefit of one or more of such family members. Without limiting the
generality of the foregoing, the Option may not be assigned, transferred (except
as permitted in the preceding sentence), pledged or hypothecated in any way
(whether by operation of law or otherwise), and shall not be subject to levy,
attachment or similar process. Any attempt to assign, transfer, pledge or
hypothecate the Option contrary to the provisions of this Agreement, and any
levy, attachment or similar process upon the Option shall be null and void and
without effect, and the Board or the Committee may, in its discretion, upon the
happening of any such event, terminate the Option as of the date of such event.

6. No Rights Prior to Issuance of Shares. The holder of the
Option shall not have any rights to dividends nor any other rights of a
shareholder with respect to the Shares covered by the Option until the Shares
have been issued (as evidenced by the appropriate entry on the books of the
transfer agent of the Company) following exercise of the

-3-

<PAGE>

Option prior to its termination.

7. Restrictions on Exercise and on Common Stock.

7.1. The Shares issued upon exercise of the Option shall be
issued only to Optionee or a person permitted to exercise the Option pursuant to
Section 2.3.

7.2. The Option shall not be exercisable, in whole or in part,
until such time as the Shares are registered by the Company on a Form S-8.

7.3. The Company may require the Optionee to represent to the
Company, in writing, when the Option is exercised, that the Optionee is
exercising the Option for the Optionee's own account for investment only and not
with a view to distribution and that the Optionee will not make any sale,
transfer or other disposition of any Shares purchased except (i) pursuant to a
registration statement filed under the Securities Act of 1933 as amended, which
the Securities and Exchange Commission has declared effective, (ii) pursuant to
an opinion of counsel satisfactory in form and substance to the Company that the
sale, transfer or other disposition may be made without registration, or (iii)
pursuant to a "no action" letter issued to the Optionee by the Securities and
Exchange Commission. The Company may require each share certificate representing
Shares to bear a legend stating that the Shares evidenced thereby may not be
sold or transferred except in compliance with the Securities Act of 1933, as
amended, and the provisions of this Agreement. Notwithstanding anything
contained herein to the contrary, the Option shall not be exercisable at a time
when the exercise thereof may result in the violation of any law or governmental
order or regulation.

8. Right to Terminate Employment. This Agreement does not
constitute a contract of, or an implied promise to continue, Optionee's
employment or status with the Company or any subsidiary of the Company; and
nothing contained in this Agreement shall confer upon Optionee the right to
continue such employment or status; nor does this Agreement affect the right of
the Company to terminate Optionee's employment at any time. Optionee shall have
no rights in the benefits conferred by the Option or in any Shares except to the
extent the Option is exercised while vested and prior to termination.
Termination of the Option by reason of termination of employment shall give no
rise for any claim for damages by Optionee under this Agreement and shall be
without prejudice to any rights or remedies which the Company or any subsidiary
of the Company may have against Optionee.

9. Adjustment.

-4-

<PAGE>

binding upon Optionee), to provide Optionee with a benefit equivalent to that to
which Optionee would have been entitled if such event had not occurred.

9.2. In case the Company is merged or consolidated with
another corporation, or in case of a reorganization of the Company, the Board or
the board of directors of any corporation assuming the obligations of the
Company hereunder shall either (i) make appropriate provisions for the
protection of any outstanding portion of the Option by the substitution on an
equitable basis of appropriate securities of the Company, or appropriate
securities of the merged, consolidated, or otherwise reorganized corporation, or
the appropriate adjustment in the option price, or both, or (ii) give written
notice to the Optionee that his Option must be exercised, to the extent then
exercisable, within 60 days of the date of such notice or the Option will
terminate, and to the extent that the Option is not exercised within such 60-day
period it shall terminate and be of no further effect.

10. Taxes. If the Company shall be required to withhold any
amounts by reason of any federal, state or local tax rules or regulations in
respect of the payment of cash or the issuance of Shares pursuant to the
exercise of an Option, the Company shall be entitled to deduct and withhold such
amounts from any cash payments to be made to the Optionee. In any event, the
Optionee shall either (i) make available to the Company, promptly when requested
by the Company, sufficient funds to meet the requirements of such withholding,
or (ii) to the extent permitted by the Committee, irrevocably authorize the
Company to withhold from the Shares otherwise issuable to the Optionee as a
result of such exercise a number of Shares having a fair market value, as of the
date the withholding tax obligation arises (the "Tax Date") which alone, or when
added to funds paid to the Company by the Optionee, equal the amount of the
minimum withholding tax obligation (the "Withholding Election") and the Company
shall be entitled to take and authorize such steps as it may deem advisable in
order to have such funds made available to the Company out of any funds or
property due or to become due to the Optionee. An Optionee's Withholding
Election may only be made prior to the Tax Date and may be disapproved by the
Committee. The Committee may establish such rules and procedures as it may deem
necessary or advisable in connection with the withholding of taxes relating to
the exercise of the Option.

11. Notices. Each notice relating to this Agreement shall be
in writing and delivered in person or by certified mail to the proper address.
Each notice to the Company shall be addressed to it at its principal office,
attention of the Chief Financial Officer, with a copy to the Company's General
Counsel. Each notice to Optionee (or other person or persons then entitled to
exercise the Option) shall be addressed to Optionee (or such other person or
persons) at Optionee's most recent address on the books of the Company. Anyone
to whom a notice may be given under this Agreement may designate a new address
by notice to that effect. Each notice shall be deemed to have been given on the
day it is received.

12. Benefits of Agreement. This Agreement shall inure to the
benefit of and be binding upon each successor of the Company. Rights granted to
the Company under this Agreement shall be binding upon Optionee's personal
representatives and heirs at law.

-5-

<PAGE>

13. Source of Rights. This Agreement shall be the sole and
exclusive sources of any and all rights which Optionee, and Optionee's personal
representatives or heirs at law, may have in respect of the Option as granted
hereunder.

14. Captions. The captions contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

15. Interpretation and Construction. The Option shall be
administered by the Committee. The Committee shall have authority to interpret
and construe the terms of the Option, to make all determinations necessary or
advisable for the administration of the Option (including determinations
relating to the delivery of Shares of Common Stock in payment of the purchase
price of the Shares covered by the Option and any tax withholding obligations,
subject to compliance with any applicable rules promulgated under Section 16 of
the Exchange Act). The good faith interpretation and construction by the Board
or by the Committee of any provision of this Agreement shall be final and
conclusive and binding on the parties hereto.

16. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same Agreement.

17. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New Jersey without
regard to any principles of conflict of laws.

EXECUTION

The parties signed this Agreement as of the day and year first
above written, whereupon it became binding in accordance with its terms.

SYNETIC, INC.

By: _________________________
Charles A. Mele
Executive Vice President
and General Counsel

_____________________________
David C. Amburgey

-6-

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT (this "Agreement") made as of January
7, 1998, between SYNETIC, INC., a Delaware corporation (the "Company"), and
ROBERT W. SEIFERT ("Optionee").

RECITAL

The Company desires to provide Optionee with an opportunity to
acquire shares of Common Stock (as defined below) of the Company. As a result,
the Company has elected to issue to Optionee an option to acquire 50,000 shares
of its Common Stock and intends that such option comply with the requirements of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Section 162(m) of the Internal Revenue Code of 1986, as amended.

AGREEMENTS

In consideration of the Recital (which is incorporated by
reference) and the mutual covenants of this Agreement, the Company and Optionee
agree as follows:

1. Confirmation of Grant of Option. Pursuant to a
determination by the Stock Option Committee of the Board of Directors of the
Company (the "Board"), effective as of April 13, 1998 (the "Date of
Employment"), the Company hereby confirms that Optionee has been granted,
subject to the terms of this Agreement, the right (the "Option") to purchase
50,000 shares of Common Stock of the Company ("Common Stock"). All of the shares
hereunder are hereinafter referred to as "Shares". Said number of Shares subject
to the Option may be adjusted as provided in Section 9.

As used herein, "Committee" shall mean the Stock Option
Committee of the Board (and any successor committee appointed by the Board).

2. Exercisability of Option.

2.1. Subject to the terms and conditions of this Agreement
(including Sections 2.3, 2.4 and 2.5), the Option shall become exercisable:

2.1.1. with respect to 20% of the Shares, on and after the
first anniversary of the Date of Employment;

2.1.2. with respect to an additional 20% of the Shares, on and
after the second anniversary of the Date of Employment;

2.1.3. with respect to an additional 20% of the Shares, on and
after the third anniversary of the Date of Employment;

<PAGE>

2.1.4. with respect to an additional 20% of the Shares, on and
after the fourth anniversary of the Date of Employment; and

2.1.5. with respect to the remainder of the Shares, on and
after the fifth anniversary of the Date of Employment.

2.2. The unexercised portion of the Option shall automatically
and without notice terminate and become null and void at the time of the
earliest to occur of the following:

2.2.1. The tenth anniversary of the Date of Employment; or

(a) A willful failure of the Optionee to perform his duties;

(c) Any breach by the Optionee of any material provision
contained in his Employee Covenants Agreement with the Company, as
reasonably determined by the Board; or

2.4. If Optionee terminates his employment for any reason, the
Option (both vested and non-vested) shall expire on the date of termination.

-2-

<PAGE>

2.6. Notwithstanding anything to the contrary contained
herein, in no event shall the Option be exercisable after the expiration of ten
years from the Date of Employment.

4. Option Price. Subject to adjustment as provided in Section
9, the exercise price of the Shares covered by this Agreement shall be $36.875
per Share.

-3-

<PAGE>

7. Restrictions on Exercise and on Common Stock.

7.1. The Shares issued upon exercise of the Option shall be
issued only to Optionee or a person permitted to exercise the Option pursuant to
Section 2.3.

7.2. The Option shall not be exercisable, in whole or in part,
until such time as the Shares are registered by the Company on a Form S-8.

9. Adjustment.

-4-

<PAGE>

shall substantially affect the rights of holders of Common Stock, the Board or
the Committee shall make such appropriate adjustments to the number of Shares
and price per Share covered by the Option, and any other rights under the
Option, as deemed appropriate by the Board or the Committee, as the case may be
(whose good faith determination shall be absolute and binding upon Optionee), to
provide Optionee with a benefit equivalent to that to which Optionee would have
been entitled if such event had not occurred.

-5-

<PAGE>

14. Captions. The captions contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

16. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same Agreement.

17. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New Jersey without
regard to any principles of conflict of laws.

EXECUTION

The parties signed this Agreement as of the day and year first
above written, whereupon it became binding in accordance with its terms.

SYNETIC, INC.

By: _________________________
Charles A. Mele
Executive Vice President
and General Counsel

_____________________________
Robert W. Seifert

EXECUTION COPY

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT (this "Agreement") made as of October 9, 1998,
between SYNETIC, INC., a Delaware corporation (the "Company"), and RICHARD COHAN
("Optionee").

RECITAL

The Company desires to provide Optionee with an opportunity to acquire
shares of Common Stock (as defined below) of the Company. As a result, the
Company has elected to issue to Optionee an option to acquire 190,000 shares of
its Common Stock and intends that such option comply with the requirements of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Section 162(m) of the Internal Revenue Code of 1986, as amended.

AGREEMENTS

In consideration of the Recital (which is incorporated by reference)
and the mutual covenants of this Agreement, the Company and Optionee agree as
follows:

1. Confirmation of Grant of Option. Pursuant to a determination by the
Stock Option Committee of the Board of Directors of the Company (the "Board"),
effective as of October 9, 1998 (the "Date of Grant"), the Company hereby
confirms that Optionee has been granted, subject to the terms of this Agreement,
the right (the "Option") to purchase 190,000 shares of Common Stock of the
Company ("Common Stock"). All of the shares hereunder are hereinafter referred
to as "Shares". Said number of Shares subject to the Option may be adjusted as
provided in Section 9.

As used herein, "Committee" shall mean the Stock Option Committee of
the Board (and any successor committee appointed by the Board).

2. Exercisability of Option.

2.1. Subject to the terms and conditions of this Agreement (including
Sections 2.3, 2.4 and 2.5), the Option shall become exercisable:

2.1.1. with respect to 20% of the Shares, on and after the first
anniversary of the Date of Grant;

2.1.2. with respect to an additional 20% of the Shares, on and after
the second anniversary of the Date of Grant;

<PAGE>

2.1.3. with respect to an additional 20% of the Shares, on and after
the third anniversary of the Date of Grant;

2.1.4. with respect to an additional 20% of the Shares, on and after
the fourth anniversary of the Date of Grant; and

2.1.5. with respect to the remainder of the Shares, on and after the
fifth anniversary of the Date of Grant.

2.2. The unexercised portion of the Option shall automatically and
without notice terminate and become null and void at the time of the earliest to
occur of the following:

2.2.1. The tenth anniversary of the Date of Grant; or

2.2.2. Subject to the provisions of Sections 2.3, 2.4, 2.5 and 2.6
below, 30 days following the date of termination of Optionee's status as an
employee of the Company for any reason in the case of the vested portion of the
Option (or the date on which a portion of the Option vests pursuant to Section
2.5) and immediately following such date of termination in the case of the
unvested portion of the Option.

2.3. If Optionee's employment is terminated by the Company for Cause
(as defined in this Section 2.3), the Option (both vested and non-vested) shall
expire on the date of termination. For purposes of this section of this
Agreement, the term "Cause" shall mean any of the following:

(a) A willful failure of Optionee to perform his duties in any material
respect which failure is not cured by Optionee within 20 days following written
notice from the Company detailing such failure;

(b) Any willful misconduct by Optionee relating, directly or indirectly, to
the Company or any of its affiliates, which breach, if susceptible to cure, is
not cured by Optionee within 20 days following written notice from the Company
detailing such breach;

(c) Any breach by Optionee of any material provision contained in this
Agreement or any employment or consulting agreement between the Company and
Optionee, which breach, if susceptible to cure, is not cured by Optionee within
20 days following written notice from the Company detailing such breach; or

(d) Optionee's conviction of a felony or crime involving moral turpitude.

<PAGE>

2.4. If Optionee terminates his employment for any reason (other than
for "Executive Cause", pursuant to the Employment Agreement dated as of May 26,
1998 between the Company and Optionee (the "Employment Agreement")), the Option
(both vested and non-vested) shall expire on the date of termination.

2.5. In the event that (i) either Optionee's employment with the
Company is terminated by the Company without Cause (as defined in Section 2.3)
or Optionee terminates his employment with the Company for "Executive Cause"
pursuant to the terms of the Employment Agreement and (ii) Optionee has
relocated, at the request of the Company, from his residence in the Atlanta,
Georgia area, the Option shall remain outstanding and continue to vest, and
shall otherwise be treated for purposes of this Agreement, as if Optionee
remained in the employ of the Company through the earlier of (a) the first
anniversary of the date of termination or (b) the occurrence of any circumstance
or event that would constitute Cause under Section 2.3 of this Agreement.

2.6 In the event that Optionee's employment is terminated (i) by the
Company because Optionee shall become ill, mentally or physically disabled, or
otherwise incapacitated so as to be unable to regularly perform the duties of
his position for a period in excess of 90 consecutive days or more than 120 days
in any consecutive 12 month period, or (ii) due to his death, the Option shall
remain outstanding and continue to vest, and shall otherwise be treated for the
purposes of the terms and conditions thereof, as if Optionee remained in the
employment of the Company through October 9, 2003.

2.7. Notwithstanding any other provision of this Agreement, the
Committee may determine that the Option shall become exercisable in full or in
part, whether or not it is then exercisable, upon such circumstances or events
as the Committee determines, in its sole discretion, merits special
consideration.

2.8 Notwithstanding anything to the contrary contained herein, in no
event shall the Option be exercisable after the expiration of ten years from the
Date of Grant.

3. Method of Exercise of Option. The Option may be exercised by
Optionee (or by Optionee's personal representatives or heirs at law, as provided
in Section 2, but by no other person) as to all or (at Optionee's election) part
of the Shares as to which the Option is then exercisable (that is, vested) under
Section 2 by giving written notice of exercise to the Company at its principal
business office, specifying the number of Shares for which the Option is
exercised, accompanied by payment in full for such Shares (as determined
pursuant to Section 4) together with any amount required for payroll withholding
tax under all applicable federal, state or local laws or regulations. The
failure to exercise the Option, in whole or in part, as to any vested exercise
rights shall not constitute a waiver of these rights. The Company shall cause
certificates for the Shares so purchased to be delivered to Optionee or
Optionee's personal representatives or heirs at law, at its principal business
office, against payment in full of the Option price for such Shares (as
determined pursuant to Section 4), as soon as practicable following receipt of
the notice of exercise and the applicable purchase price. The Option price shall
be paid in United States dollars in the form of cash, certified check or bank
draft, or (if the Shares of Common Stock of

<PAGE>

the Company are then publicly traded) in fully paid Shares of Common Stock of
the Company, that have been held by the Optionee for a period of at least six
months (valued for this purpose at their then fair market value determined by
the Committee), consistent with practices permitted by the Committee or a
combination of the two.

4. Option Price. Subject to adjustment as provided in Section 9, the
purchase price of the Shares covered by this Agreement shall be $33.75 per
Share.

5. Non-Transferability of Option. The Option is not assignable or
transferable except by will or by the laws of descent and distribution and the
Option may not be exercised other than by the Optionee or, after the death of
the Optionee, by the Optionee's personal representative, heirs or legatees;
provided, however, that the Committee may, subject to such terms and conditions
as the Committee shall specify, permit the transfer of the Option to the
Optionee's family members or to one or more trusts established in whole or in
part for the benefit of one or more of such family members. Without limiting the
generality of the foregoing, the Option may not be assigned, transferred (except
as permitted in the preceding sentence), pledged or hypothecated in any way
(whether by operation of law or otherwise), and shall not be subject to levy,
attachment or similar process. Any attempt to assign, transfer, pledge or
hypothecate the Option contrary to the provisions of this Agreement, and any
levy, attachment or similar process upon the Option shall be null and void and
without effect, and the Board or the Committee may, in its discretion, upon the
happening of any such event, terminate the Option as of the date of such event.

6. No Rights Prior to Issuance of Shares. The holder of the Option
shall not have any rights to dividends nor any other rights of a shareholder
with respect to the Shares covered by the Option until the Shares have been
issued (as evidenced by the appropriate entry on the books of the transfer agent
of the Company) following exercise of the Option prior to its termination.

7. Restrictions on Exercise and on Common Stock.

7.1. The Shares issued upon exercise of the Option shall be issued
only to Optionee or a person permitted to exercise the Option pursuant to
Section 2.3.

7.2. The Option shall not be exercisable, in whole or in part, until
such time as the Shares are registered by the Company on a Form S-8.

<PAGE>

Securities and Exchange Commission. The Company may require each share
certificate representing Shares to bear a legend stating that the Shares
evidenced thereby may not be sold or transferred except in compliance with the
Securities Act of 1933, as amended, and the provisions of this Agreement.
Notwithstanding anything contained herein to the contrary, the Option shall not
be exercisable at a time when the exercise thereof may result in the violation
of any law or governmental order or regulation.

8. Right to Terminate Employment. This Agreement does not constitute a
contract of, or an implied promise to continue, Optionee's employment or status
with the Company or any subsidiary of the Company; and nothing contained in this
Agreement shall confer upon Optionee the right to continue such employment or
status; nor does this Agreement affect the right of the Company to terminate
Optionee's employment at any time. Optionee shall have no rights in the benefits
conferred by the Option or in any Shares except to the extent the Option is
exercised while vested and prior to termination. Termination of the Option by
reason of rightful termination of employment shall give no rise for any claim
for damages by Optionee under this Agreement and shall be without prejudice to
any rights or remedies which the Company or any subsidiary of the Company may
have against Optionee.

9. Adjustment.

9.1. In the event of any subdivision (stock split) or consolidation
(reverse split) of the issued Common Stock of the Company, or any other
recapitalization of the Company, or any business combination or other
transaction involving the Company, which shall substantially affect the rights
of holders of Common Stock, the Board or the Committee shall make such
appropriate adjustments to the number of Shares and price per Share covered by
the Option, and any other rights under the Option, as deemed appropriate by the
Board or the Committee, as the case may be (whose good faith determination shall
be absolute and binding upon Optionee), to provide Optionee with a benefit
equivalent to that to which Optionee would have been entitled if such event had
not occurred; provided, however, that if, as a result of such event, the Common
Stock is no longer publicly traded, the Board or the Committee shall make such
appropriate adjustments to the unvested portion of the Option, as deemed
appropriate by the Board or the Committee, as the case may be (whose good faith
determination shall be absolute and binding upon Optionee), to provide Optionee
with a benefit equivalent to that to which Optionee would have been entitled if
Optionee would have had the right to exercise any unvested portion of the Option
immediately prior to such event. The Committee or the Board, as the case may be,
shall provide for appropriate adjustment of the Option in the event of stock
dividends or distributions of assets or securities of other companies owned by
the Company to stockholders relating to Common Stock for which the record date
is prior to the date the Shares purchased by exercise of the Option are issued
or transferred, except that no such adjustment shall be made for cash dividends
or stock dividends of 10% or less (cumulatively, in the aggregate).

<PAGE>

equitable basis of appropriate securities of the Company, or appropriate
securities of the merged, consolidated, or otherwise reorganized corporation, or
the appropriate adjustment in the option price, or both, or (ii) give written
notice to the Optionee that his Option must be exercised, to the extent then
exercisable, within 60 days of the date of such notice or the Option will
terminate, and to the extent that the Option is not exercised within such 60-day
period it shall terminate and be of no further effect.

10. Taxes. If the Company shall be required to withhold any amounts by
reason of any federal, state or local tax rules or regulations in respect of the
payment of cash or the issuance of Shares pursuant to the exercise of an Option,
the Company shall be entitled to deduct and withhold such amounts from any cash
payments to be made to the Optionee. In any event, the Optionee shall either (i)
make available to the Company, promptly when requested by the Company,
sufficient funds to meet the requirements of such withholding, or (ii) to the
extent permitted by the Committee, irrevocably authorize the Company to withhold
from the Shares otherwise issuable to the Optionee as a result of such exercise
a number of Shares having a fair market value, as of the date the withholding
tax obligation arises (the "Tax Date") which alone, or when added to funds paid
to the Company by the Optionee, equal the amount of the minimum withholding tax
obligation (the "Withholding Election") and the Company shall be entitled to
take and authorize such steps as it may deem advisable in order to have such
funds made available to the Company out of any funds or property due or to
become due to the Optionee. An Optionee's Withholding Election may only be made
prior to the Tax Date and may be disapproved by the Committee. The Committee may
establish such rules and procedures as it may deem necessary or advisable in
connection with the withholding of taxes relating to the exercise of the Option.

11. Notices. Each notice relating to this Agreement shall be in
writing and delivered in person or by certified mail to the proper address. Each
notice to the Company shall be addressed to it at its principal office,
attention of the Chief Financial Officer, with a copy to the Company's General
Counsel. Each notice to Optionee (or other person or persons then entitled to
exercise the Option) shall be addressed to Optionee (or such other person or
persons) at Optionee's most recent address on the books of the Company. Anyone
to whom a notice may be given under this Agreement may designate a new address
by notice to that effect. Each notice shall be deemed to have been given on the
day it is received.

12. Benefits of Agreement. This Agreement shall inure to the benefit
of and be binding upon each successor of the Company. Rights granted to the
Company under this Agreement shall be binding upon Optionee's personal
representatives and heirs at law.

13. Source of Rights. This Agreement shall be the sole and exclusive
sources of any and all rights which Optionee, and Optionee's personal
representatives or heirs at law, may have in respect of the Option as granted
hereunder.

14. Captions. The captions contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

<PAGE>

15. Interpretation and Construction. The Option shall be administered
by the Committee. The Committee shall have authority to interpret and construe
the terms of the Option, to make all determinations necessary or advisable for
the administration of the Option (including determinations relating to the
delivery of Shares of Common Stock in payment of the purchase price of the
Shares covered by the Option and any tax withholding obligations, subject to
compliance with any applicable rules promulgated under Section 16 of the
Exchange Act). The good faith interpretation and construction by the Board or by
the Committee of any provision of this Agreement shall be final and conclusive
and binding on the parties hereto.

16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one and the same Agreement.

17. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New Jersey without regard to any
principles of conflict of laws.

EXECUTION

The parties signed this Agreement as of the day and year first above
written, whereupon it became binding in accordance with its terms.

SYNETIC, INC.

By:

Name: Anthony Vuolo
Title: Executive Vice President
Finance and Administration
and Chief Financial Officer

Richard Cohan

Address: ---------------------------

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

February 17, 1999

Synetic, Inc.
669 River Drive
Elmwood Park, NJ 07407-1361

Ladies and Gentlemen:

We have acted as counsel for Synetic, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") of the Company filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 2,370,000 shares (the "Shares") of common stock, par value $.01
per share, of the Company (the "Common Stock"), to be issued from time to time
pursuant to the (i) 1998 Class E Stock Option Plan, (ii)1998 Porex Technologies
Corp. Stock Option Plan and (iii) Stock Option Agreements between the Company
and each of Messrs. Holstein, Amburgy, Seifert, and Cohan.

In so acting, we have examined the Registration Statement and we have
also examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to our satisfaction, of such documents, records, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.

The opinion expressed below is limited to the General Corporation Law
of Delaware, and we do not express any opinion herein concerning any other law.

Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the

<PAGE>

Synetic, Inc. 2 February 17, 1999

Company and, when (a) issued and delivered by the Company in accordance with the
terms of the relevant Plan and (b) paid for in full in accordance with the terms
of the relevant Plan, the Shares will be validly issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Shearman & Sterling

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated August 14, 1998 included in Synetic, Inc.'s Form 10-K for the
fiscal year ended June 30, 1998 and to all references to our Firm included in
this registration statement.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

New York, New York
February 17, 1999

[FIRM LETTERHEAD]

January 27, 1999

Synetic, Inc.
669 River Drive
Elmwood Park, NJ 07407-1362

Re: 1998 Class E Stock Option Plan
1998 Porex Technologies Corp. Stock Option Plan
Agreements between Synetic, Inc. and Certain Individuals

Ladies and Gentlemen:

We hereby consent to the incorporation by reference into the Synetic,
Inc. Registration Statements on Form S-8, referenced above, filed with the
Securities and Exchange Commission, of Synetic, Inc.'s Annual Report on Form
10-K for the fiscal year ended June 30, 1998. We also consent to all references
to our firm included in such Registration Statement.

Very truly yours,

KEGLER, BROWN, HILL & RITTER CO., L.P.A.

By: /s/ Jack A. Bjerke
---------------------------
Jack A. Bjerke, Vice President

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele and Anthony Vuolo and each of them, each
with full power to act without the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 10th day of November, 1998.

/s/ Paul C. Suthern
===================
Signature

Paul C. Suthern
===================
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele , Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.

/s/ Thomas R. Ferguson
=======================
Signature

Thomas R. Ferguson
=======================
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.

/s/ James V. Manning
=========================
Signature

James V. Manning
=========================
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.

/s/ Bernard A. Marden
===========================
Signature

Bernard A. Marden
===========================
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.

/s/ Ray E. Hannah
==========================
Signature

Ray E. Hannah
==========================
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.

/s/ Mervyn L. Goldstein, MD
===========================
Signature

Mervyn L. Goldstein, MD
===========================
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.

/s/ Roger Licht
========================
Signature

Roger Licht
========================
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.

/s/ Martin J. Wygod
========================
Signature

Martin J. Wygod
========================
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 10th day of November, 1998.

/s/ Herman Sarkowsky
========================
Signature

Herman Sarkowsky
========================
Print Name

<PAGE>
SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Paul C. Suthern and Anthony Vuolo and each of them, each
with full power to act without the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 10th day of November, 1998.

/s/ Charles A. Mele
------------------------------
Signature

Charles A. Mele
------------------------------
Print Name

<PAGE>

SYNETIC, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Charles A. Mele, Paul C. Suthern and Anthony Vuolo and
each of them, each with full power to act without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign Registration Statements on Form S-8 (the "Registration
Statements") relating to the Common Stock of Synetic, Inc. and to sign any and
all amendments to the Registration Statements, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 10th day of November, 1998.

/s/ Albert Weis
-----------------------
Signature

Albert Weis
-----------------------
Print Name

[LINKENHEIMER LLP LETTERHEAD]

EXHIBIT 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference of our report dated April 2, 1998 on our audit of the consolidated
financial statements of POINT PLASTICS, INC. AND SUBSIDIARY included in Synetic,
Inc.'s Form 8-K dated July 29, 1998, into this registration statement on Form
S-8 and to all our references to our Firm in this registration statement.

/s/ Linkenheimer LLP

Santa Rosa, California
January 29, 1999

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report for The
KippGroup dated November 13, 1998 included in Synetic, Inc.'s Form 10-Q for the
quarter ended December 31, 1998 and to all references to our Firm included in
this registration statement.

ARTHUR ANDERSEN LLP

Orange County, California
February 17, 1999