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The following amendments to the 1998 Incentive Stock Option Plan ("Plan") for
Boss Holdings, Inc. (f/k/a Vista 2000, Inc.) ("Company") were adopted and
approved at the annual meeting of shareholders of the Company on May 23,
2000:
1. The first paragraph of Section 3 of the Plan (Stock Subject to the Plan)
was amended to read in its entirety as follows:
"Subject to the provisions of Section 13 of the Plan, the maximum
aggregate number of shares which may be optioned and sold under the Plan
is 285,000 shares of Common Stock (post 25:1 reverse stock split). The
shares may be authorized, but unissued, or reacquired Common Stock."
2. The following new paragraph 20 was added to the Plan:
"20. ACCELERATED VESTING SCHEDULE
Notwithstanding the foregoing, Shares subject to an Option shall vest as
to all Shares then subject to the Option upon the occurrence of any of
the following events:
(i) a transaction (or series of transactions occurring within a
60-day period or pursuant to a plan approved by the Board or shareholders
of the Company) occurs that has the result that stockholders of the
Company immediately before such transaction cease to own directly or
indirectly at least 51% of the voting stock of the Company or of any
entity that results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any other form of
corporate transaction;
(ii) all or substantially all of the assets of the Company shall
be sold or otherwise disposed of, except that an Option shall not vest
as to all Shares then subject to such Option if, after such sale or
disposition: (a) the shareholders of the Company immediately prior to
such transaction continue to own at least 51% of the voting stock of the
entities that acquired 50% or more in value of the assets of the Company
so sold or conveyed; and (b) the acquiring entity agrees to assume the
obligations of the Company under this Agreement; or
(iii) the occurrence of a merger, consolidation or other reorganization
of the Company under the terms of which the surviving entity does not
assume the obligations of the Company under this Agreement."
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
