Fill and Sign the above Summary is Based Upon an Interpretation of Present Federal Income Form

§18.201 PROXY STATEMENTS: STRATEGY & FORMS  1998 Jefren Publishing Company, Inc. 18-160 The above summary is based upon an interpretation of present federal income tax laws and regulations as of the date hereof. This summary is not intended to cover all aspects of federal law or any state or local tax law or any state or local tax law which may be applicable to the NQSO Plan. THE BANKER'S NOTE, INC, 1997 NON-QUALIFIED STOCK OPTION PLAN Section 1. Purpose. The purpose of the 1997 Non-Qualified Stock Option Plan of The Banker's Note, Inc. (the "Plan") is to advance the interests of The Banker's Note, Inc. (the "Company") and its Affiliates (as defined in Section 4 hereof) by encouraging and enabling the acquisition of a financial interest in the Company by officers and other key employees of the-Company and its Affiliates (the "Participants"). In addition, the Plan is intended to aid the Company and its Affiliates in attracting and retaining Participants, to stimulate the efforts of such Participants on behalf of the Company and its Affiliates and to strengthen their desire to remain in the employ of the Company and its Affiliates. The Company may grant non-qualified stock options which do not constitute "incentive stock options" within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended (the "Code") ("Options") to Participants, and may grant Participants stock appreciation rights which are attached to such Options ("Attached Rights") and stock appreciation rights which are independent of such Options ("Independent Rights"). (Attached Rights and Independent Rights may hereafter be collectively referred to as "Rights") Section 2. Administration. The Plan shall be administered by a Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board") from among its members and shall be comprised of not less than three (3) members of the Board, In lieu of appointing the Committee, the entire Board of Directors may collectively act as the Committee until suc h time as the Committee is appointed. The Committee shall determine the Participants of the Company and its Affiliates to whom, and the time or times at which, Options or Rights may be granted, the number of shares subject to each Option or Right, the schedules upon which each Option or Right becomes vested to the Participant, the duration of each Option or Right, the period or periods within which each Option or Right may be exercised, the basis for cancellation of each Option or Right, the Appreciation Base (as hereinafter defined in Section 6(b)) and any other conditions of the grant of the Option or Right. The provisions and conditions of the grant, exercise or other action with respect to Options and Rights need not be the same with respect to each Participant or with respect to each Option or each Right granted to a Participant. STOCK OPTIONS§18.201 July 1998 18-161 The Committee may, subject to the provisions of the Plan, establish such rules and regulations as it may deem necessary, advisable, or appropriate for the proper administration of the Plan, and may make such determinations and may take such other action in connection with or pursuant to the Plan, and the Rights and options granted thereunder, as it may deem necessary, advisable, or appropriate. Each determination or other action made or taken in connection with, or pursuant to, the Plan, including interpretations of the Plan and the specific conditions and provisions of the Options and Rights granted thereunder by the Committee, shall be final and conclusive for all purposes and upon all interested persons including, but without limitation, the Company, its Affiliates, the Board, the Participants of the Company and/or its Affiliates and their respective successors in interest. Section 3. Stock. The stock which shall be issued pursuant to the exercise of Options and/or Rights granted under the Plan, or which shall be used to determine the amount of appreciation pursuant to the exercise of Rights under the Plan, shall be shares of Common Stock, $.01 par value, of the Company (the "Stock"). The Stock shall be reserved from the authorized and unissued Stock of the Company. The total number of shares of Stock that may be issued pursuant to exercised Options and Rights may not exceed 500,000 shares. Such number of authorized shares of Stock shall be subject to adjustment in accordance with Section 11 hereof and shall be reduced by the number of shares of Stock issued pursuant to the Plan. Stock subject to any unexercised Option or Right, or portion thereof, which expires or is cancelled, surrendered, or terminated for any reason may, by affirmative action of the Committee, again be subject to Options and/or Rights granted under the Plan. Section 4. Eligibility. Options and Rights may be granted to officers and employees of the Company and its Affiliates (including officers who are directors thereof), and contingently granted to prospective officers or employees thereof, conditioned upon their acceptance and initiation of employment within three months of such grant. The term "Affiliates" shall mean any present or future parent corporation or subsidiary corporation of the Company as defined in Sections 425(e) and (f), respectively, of the Code. No Participant shall be granted Options or Rights with respect to the Plan consisting of more than twenty-five percent of the aggregate number of shares of stock issuable under the Plan. Section 5. Awards of Options. The Committee may, from time to time and in its discretion, award to Participants of the Plan, Options to purchase Stock of the Company. The amount of Stock subject to such Options shall be determined by the Committee but in no event shall an Option be granted to purchase an amount of Stock which exceeds the adjusted balance of the authorized amount of §18.201 PROXY STATEMENTS: STRATEGY & FORMS  1998 Jefren Publishing Company, Inc. 18-162 Stock subject to the Plan as determined pursuant to Section 3 hereof, reduced by the number of shares of Stock subject to outstanding Options and further reduced by the amount of shares of Stock used to determine the aggregate amount of appreciation payable upon the exercise of all outstanding Independent Rights. Except as otherwise specifically provided herein, Options granted pursuant to the Plan shall be subject to the following terms and conditions: (a) Employment Agreement. The Committee may, in its discretion, include in any Option granted under the Plan a condition that the Participant enter into an agreement whereby the Participant agrees to remain in the employ of, and render services to the Company or any of its affiliates for a period of time (specified in the agreement) from the date the Option is granted. No such agreement shall impose upon the Company or any of its Affiliates, however, any obligation to employ the Participant for such period of time.(b) Option Price. Unless otherwise determined by the Committee the option price shall be 100% of the fair market value of the Stock on the date of the grant. The Committee shall, in good faith, determine the fair market value of the Stock on the date the Option is granted, and the fair market value may be more or less than the book value of the Stock. Unless otherwise determined by the Committee, the fair market value of the Stock shall be the closing "bid" price of the Stock on the date an Option is granted.(c) Time and Manner of Exercise. A Participant shall exercise an Option by giving written notice of such exercise to the Company. The date upon which such written notice is received by the Company shall be the exercise date of the Option. Unless otherwise provided in the Plan and in the particular Option agreement, an Option may be exercised either partially or in full at such time or times as the Participant in his discretion may determine. The number of shares of Stock which a Participant may purchase upon exercise of an Option shall be the number of shares of Stock subject to the Option as provided in the Option agreement reduced by the following: (i) The number of shares of Stock purchased by such Participant pursuant to the Option agreement, and (ii) In the case of an Option coupled with an Attached Right, the number of Attached Rights exercised by the Participant for Stock or cash pursuant to the Attached Right agreement. (d) Payment. Unless otherwise determined by the Committee, the option price with respect to an exercised Option, or portion thereof, shall be paid in full at the time of exercise. No shares of Stock shall be issued until full payment has been received therefor. Full or partial payment of the option price may be in cash or, with the prior approval of, and upon the conditions established by, the Committee, by delivery of fully paid, restricted or STOCK OPTIONS§18.201 July 1998 18-163 unrestricted, shares of Stock owned by the Participant. If payment is made by the delivery of shares of Stock, the value of the shares of Stock delivered shall be the fair market value of the shares of Stock as the Committee shall, in good faith, determine as of the date of exercise. (e) Duration of Options. The duration of each Option shall be determined by the Committee, but in no event shall the duration of an Option exceed ten (10) years from the date of its grant.(f) Other Terms and Conditions. Options may contain such other provisions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be necessary, advisable or appropriate from time to time. The grant of an Option to any Participant shall not affect in any way the right of the Company or any Affiliate to terminate the employment of the holder thereof. Section 6. Award of Rights. The Committee may grant Attached or Independent Stock Appreciation Rights to Participants at such time or times as the Committee in its discretion shall determine. At tached Rights may be granted simultaneously with the grant of the related Option or may be granted with respect to designated, outstanding Options previously granted under the Plan. Independent Rights may be awarded by the Committee at such time or times as the Committee may in its discretion determine. In no event shall an Independent Right be granted where the number of shares of Stock used to calculate the aggregate amount of appreciation payable with respect to such Right exceeds the adjusted balance of the authorized amount of Stock subject to the Plan as determined pursuant to Section 3 herein, reduced by the number of shares of Stock subject to outstanding Options and further reduced by the number of shares of Stock used to determine the aggregate amount of appreciation payable upon the exercise of all outstanding Independent Rights. Rights shall be evidenced by agreements in such form as the Committee shall from time to time approve, Such agreements shall comply with, and be subject to, the following terms and conditions: (a) Employment Agreement. The Committee may, in its discretion, include in any Right granted under the Plan a condition that the Participant shall enter into an agreement whereby the Participant agrees to remain in the employ of, and to render services to, the Company or any of its Affiliates for a period of time (specified in the agreement) from the date the Right is granted. No such agreement shall impose upon the Company or any of its Affiliates, however, any obligation to employ the Participant for any period of time.(b) Appreciation Base. Upon the grant of a Right, the Committee shall determine the market price of a share of Stock which shall become the basis for measuring the amount of appreciation with respect to such Right ("Appreciation Basis"). Unless otherwise determined by the Committee, the Appreciation Basis with respect to an Independent Right §18.201 PROXY STATEMENTS: STRATEGY & FORMS  1998 Jefren Publishing Company, Inc. 18-164 shall be 100% of the fair market value of the Stock on the date of grant or, in the case of an Attached Right, the option price of the related Option whether such option price is higher or lower than the fair market value of the Stock on the date the Independent Right is granted. The Committee shall, in good faith, determine the fair market value of the Stock on the date the Right is granted, and the fair market value may be more or less than the book value of the Stock. Unless otherwise determined by the Committee, the fair market value of the Stock shall be the closing "bid" price of the Stock on the date an Independent Right is granted. (c) Time and Manner of Exercise. A Participant shall exercise a Right by giving written notice of such exercise to the Company. The date upon which such written notice is received by the Company shall be the exercise date of the Right. Unless otherwise provided in the Plan and in the particular Independent Rights agreement, an Independent Right may be exercised either partially or in full and at such time or times as the Participant may in his discretion determine. The number of Independent Rights held by a Participant shall be equal to the number of shares of Stock used to determine the aggregate appreciation payable upon the exercise of the Independent Right as provided in the Independent Right agreement reduced by the number of Independent Rights exercised by the Participant for Stock or cash under the Independent Right agreement. An Attached Right may be exercised in such amount or amounts and at such time or times as the related Option may be exercised as determined under Section 5(c) hereunder. Unless otherwise determined by the Committee, the number of Attached Rights granted to a Participant shall be equal to the number of shares of Stock that the Participant is entitled to receive pursuant to the related Option. The number of Attached Rights held by a Participant shall be reduced by: (i) The number of Attached Rights exercised for Stock or cash under the Attached Right agreement, and (ii) The number of shares of Stock purchased by such Participant pursuant to the related Option. (d) Appreciation Available. Each Right shall entitle a Participant to the following amount of appreciation: the excess of the fair market value of a share of Stock on the exercise date (as determined by the Committee in accordance with Section 6(b)) over the Apprecia tion Base of the Right. The total appreciation available to a Participant from the exercise of a Right shall be equal to the number of Rights being exercised, multiplied by the amount of appreciation per Right determined under this Section 6. (e) Payment of Appreciation. In the discretion of the Committee, the total STOCK OPTIONS§18.201 July 1998 18-165 appreciation available to a Participant from the exercise of a Right may be paid to the Participant either in Stock or cash, or partly in stock and partly in cash. If paid in cash, the amount thereof shall be the amount of appreciation determined in Subsection (d) above. If paid in Stock, the number of shares of Stock that shall be issued pursuant to the exercise of a Right shall be determined by dividing the amount of appreciation determined under Subsection (d) above by the fair market value of Stock on the exercise date of the Right; provided, however, that no fractional shares of Stock shall be issued upon the exercise of a Right. The Committee may provide for the elimination of fractional shares of Stock without adjustment, or for the payment of the value of such fractional shares in cash. (f) Duration of Rights. An Attached Right may be exercised only as long as the related Option is exerciseable. In no event shall an Attached Right be exercised more than ten (10) years from the date of the grant of the related Option. The duration of an Independent Right shall be governed according to the agreement granting such Independent Right, but, in no event, shall an Independent Right be exercised more than ten (10) years from the date of the grant.(g) Other Terms and Conditions. Rights may contain such other provisions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be necessary, advisable or appropriate from time to time. Section 7. Replacement/Extension of Terms of options and Rights. The Committee from time to time may permit a Participant under the Plan to surrender for cancellation any unexercised outstanding Option and/or Right and receive from the Company in exchange therefor an Option for such number of shares of Stock as may be designated by the Committee. Such Participants also may be granted Independent or Attached Rights as provided in Section 6. In addition, the Committee may extend the duration of any Option and/or Right for a period not to exceed five years, subject to the provisions of Subsections 5(e) and 6(f) without changing the option price of an Option or the Appreciation Base of a Right and on such terms and conditions as the Committee may determine. Section 8. Nontransferability of Options and Rights. Unless otherwise determined by the Committee, no Option or Right granted pursuant to the Plan shall be transferable otherwise than by will or the laws of descent and distribution. During the lifetime of a Participant, the Option or Right shall be exercisable only by the Participant personally or by the Participant's legal representative. Section 9. Termination of Employment. Except as provided in Section 10 below or otherwise determined by the Committee, if §18.201 PROXY STATEMENTS: STRATEGY & FORMS  1998 Jefren Publishing Company, Inc. 18-166 a Participant ceases to be employed by the Company or its Affiliates, his Options and Rights shall terminate immediately; provided, however, that if a Participant's cessation of employment with the Company or its Affiliates is due to his retirement with the consent of the Company or any of its Affiliates, the Participant may, at any time within thirty days after such cessation of employment, exercise his Options and Rights to the extent that he was entitled to exercise them on the date of cessation of employment, but in no event shall any Option or Right be exerciseable more than ten (10) years from the date it was granted. The Committee may cancel an Option or Right during the period following cessation of employment provided in this Section, if the Participant engages in employment or activities contrary, in the opinion of the Committee, to the best interests of the Company or any of its Affiliates. The Committee shall determine in each case whether a termination of employment shall be considered a retirement with the consent of the Company or its Affiliates and, subject to applicable law, whether a leave of absence shall constitute a termination of employment. Section 10. Rights in Event of Death. If a Participant dies while employed by the Company or any of its Affiliates, or within three months after having retired with the consent of the Company or any of its Affiliates, and without having fully exercised his Options and/or Rights, the executors or administrators, or legatees or heirs, of his estate shall have the right to exercise for one year after the date of death such Options and/or Rights to the extent that such deceased Participant was entitled to exercise the Options and/or Rights on the date of his death; provided, however, that in no event shall the Options and/or Rights be exercisable more than ten (10) years from the date they were granted. Section 10. Rights as a Stockholder. A Participant, or a transferee of an Option or Right pursuant to Section 8, shall have no rights as a stockholder with respect to any Stock subject to an Option or Right or receivable upon the exercise of an Option or Right until the Participant or transferree shall become the holder of record of such Stock, and no adjustment shall be made for dividends in cash or other property or other distributions or rights with respect to such Stock for which the record date is prior to the date on which the Participant or transferee shall have in fact become the holder of record of the shares of Stock acquired pursuant to the Option or Right. Section 12. Adjustment in Number of Shares, Option Price and Appreciated Value. In the event that there is any change in the shares of Stock through the declaration of stock dividends or stock splits or through recapitalization or a merger or consolidation or combinations of shares or otherwise, the Board shall make such adjustment, if any, as it may deem appropriate in the number of shares of Stock available for Options and Rights as well STOCK OPTIONS§18.201 July 1998 18-167 as the number of shares of Stock subject to any outstanding Option or Right, the option price of an Option and the Appreciation Base of a Right. Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to any Option or Right without payment therefore. Section 13. Reservation of Shares of Stock. The Company, during the term of this Plan, will at all times reserve and keep available, and will seek to obtain from any regulatory body having jurisdiction, any requisite authority necessary to issue and to sell the numbers of shares of Stock that shall be sufficient to satisfy the requirements of this Plan. The inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed necessary by counsel for the Company for the lawful issuance and sale of its Stock hereunder shall relieve the Company of any liability in respect of the failure to issue or sell Stock as to which the requisite authority has not been obtained. Section 14. Unregistered Shares. In the event the Stock issuable upon exercise of an Option or Right is not registered under the Securities Act of 1933, as amended (the "Act"), the Company, at the time of exercise, will require that the Participant deliver an investment letter with representations i n form acceptable to the Company and its counsel and the Company shall place an appropriate legend on the certificate representing such Stock restricting the transfer of same. There shall be no obligation or duty for the Company to register under the Act at any time the Stock issuable upon exercise of an Option or Right. Section 15. Amendments, Modification and Termination of Plan. The Board may terminate the Plan, in whole or in part, may suspend the Plan, in whole or in part, and may amend the Plan, including the adoption of amendments necessary or desireable to qualify the Options and/or Rights or the Stock subject to such Option and/or Rights, under the laws of various states and countries (including tax laws) and under rules and regulations promulgated by the Securities and Exchange Commission with respect to employees who are subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, or to correct any defect or supply an omission or reconcile any inconsistency in the plan or in any Option or Right granted thereunder, without the approval of the stockholders of the Company; provided, however, that no action shall be taken without the approval of the stockholders of the Company to increase the number of shares of Stock for which Options and Rights may be granted, or change the manner of determining the option price of an Option, or change the manner of determining the Appreciation Base or the amount payable upon exercise of a Right, or increase the maximum duration of an Option or Right, or change the class of employees eligible to participate, or permit any person while a §18.201 PROXY STATEMENTS: STRATEGY & FORMS  1998 Jefren Publishing Company, Inc. 18-168 member of the Committee to be eligible to receive or hold an Option or Right granted under the Plan. No amendment or termination or modification of the Plan shall in any manner affect any Option or Right theretofore granted without the consent of the Participant, except that the Committee may amend or modify the Plan in a manner that does affect Options or Rights theretofore granted upon a finding by the Committee that such amendment or modification is in the best interest of holders of outstanding Options or Rights affected thereby. The Plan shall terminate on April 20, 1997, unless earlier terminated by the Board or by the Committee. Termination of the Plan shall not affect any Option or Right previously granted. Section 16. Governing Law. The Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the State of Texas and construed in accordance therewith. The Banker's Note, Inc. 3/14/97