INTERACTIVE TECHNOLOGIES.COM, LTD.

                            LONG-TERM INCENTIVE PLAN



1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to further

the interests of Interactive Technologies.com, Ltd., a Delaware corporation (the

"Company"), its subsidiaries and its shareholders by providing incentives in the

form of grants of stock options, stock appreciation rights and restricted stock

to key employees and other persons who contribute materially to the success and

profitability of the Company. The grants will recognize and reward outstanding

individual performances and contributions and will give such persons a

proprietary interest in the Company, thus enhancing their personal interest in

the Company's continued success and progress. This program will also assist the

Company and its subsidiaries in attracting and retaining key persons.



2. Definitions. The following definitions shall apply to this Plan:



      (a) "Award" means, individually or collectively, a grant under the Plan of

a Nonqualified Stock Option, an Incentive Stock Option, a Stock Appreciation

Right, or Restricted Stock.



      (b) "Board" means the board of directors of the Company.



      (c) "Change of Control" occurs when (i) any person, including a "group" as

defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,

who is not currently a ten percent shareholder of the Company, becomes the

beneficial owner of forty percent or more of the total number of shares entitled

to vote in the election of directors of the Board, (ii) the Company is merged

into any other company or substantially all of its assets are acquired by any

other company, or (iii) three or more directors nominated by the Board to serve

as a director, each having agreed to serve in such capacity, fail to be elected

in a contested election of directors.



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



      (e) "Committee" means the Stock Incentive Committee appointed by the

Board, consisting solely of not less than two non-employee directors who have

been appointed to administer the Plan.



      (f) "Common Stock" means the Common Stock, par value $.001 per share of

the Company, or such other class of shares or securities as to which the Plan

may be applicable pursuant to Section 10 herein.



      (g) "Company" means Interactive Technologies.com, Ltd.



      (h) "Date of Grant" means the date on which the Option, Restricted Stock

or SAR, whichever is applicable, is granted.





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      (i) "Eligible Person" means any person who performs or has in the past

performed services for the Company or any direct or indirect partially or wholly

owned subsidiary thereof, whether as a director, officer, employee, consultant

or other independent contractor, and any person who performs services relating

to the Company in his or her capacity as an employee or independent contractor

of a corporation or other entity that provides services for the Company.



      (j) "Employee" means any person employed on an hourly or salaried basis by

the Company or any parent or Subsidiary of the Company that now exists or

hereafter is organized or acquired by or acquires the Company.

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