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The following amendment to the 1998 Non-Employee Director Stock Option Plan
("Plan") for Boss Holdings, Inc. (f/k/a Vista 2000, Inc.) ("Company") was
adopted and approved at the annual meeting of shareholders of the Company on
May 23, 2000:
The first sentence of Section 3 of the Plan (Total Aggregate Shares) was
amended to read in its entirety as follows:
"Subject to adjustments provided in Section 14 hereof, a total
of 140,000 Shares shall be subject to the Plan."
Acknowledged by the undersigned officer of the Company, effective as of
May 23, 2000.
/s/ James F. Sanders
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James F. Sanders, Secretary
