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The following is an excerpt from a 10KSB SEC Filing, filed by DME INTERACTIVE HOLDINGS INC on 3/9/2000.
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Directors' Compensation

Directors receive no cash compensation in consideration for their serving on the Board of Directors.

Compensation Committee

Presently, we do not have a compensation committee. Compensation of executive officers is determined by the board of directors. We intend to form a compensation committee during the 2000 fiscal year but have not yet determined who will serve on that committee.

Summary Compensation Table

The following table provides a summary of cash and non-cash compensation for each of the last three fiscal years ended December 31, 1999, 1998 and 1997 earned by the Chief Executive Officer. No other executive earned in excess of $100,000 in 1999.

------------------------------------------------------------------------------------- ---------------- ---------------
                                Annual Compensation                                   Long Term
------------------ ------------- ---------------- -------------- -------------------- ---------------- ---------------
Name and                                                         Other Annual         Underlying       All Other
Principal                                                        Compensation         Options/SA       Compensation
Position           Year          Salary ($)       Bonus ($)      ($)(1)               Rs(#)            ($)
------------------ ------------- ---------------- -------------- -------------------- ---------------- ---------------
Darien Dash           1999          125,500          0                                    0                0
C.E.O.                1998           20,000          0
                      1997           20,000          0
------------------ ------------- ---------------- -------------- -------------------- ---------------- ---------------

(1) Excludes perquisites and other personal benefits which in the aggregate do not exceed 10% of 1999 annual salary and bonus.

(2) This information is derived from the books and records of DME Interactive and its accounting predecessor, Digital Mafia, LLC. No information pertaining to the executive officers of our legal predecessor, Pride Automotive Group, Inc., has been included.


Option Grants in Last Fiscal Year

DME Interactive granted its employees options to acquire 1,210,000 shares of its Common Stock in 1999. The following table contains information concerning the grant of stock options to the Named Executive Officers during the fiscal year ended December 31, 1999:

                                   Individual Grants
                                       % of Total
                      Number of        Options
                      Securities       Granted to       Exercise or
                      Underlying       Employees in     Base Price
                      Options          Fiscal Year      ($/Share)      Expiration
Name                  Granted (#)                                      Date
--------------------- ---------------- ---------------- -------------- --------------
Andre H. McKoy        250,000                           0.625          August 1,
--------------------- ---------------- ---------------- -------------- --------------
Kathleen McQuaid      60,000                            2.00           September 1,
Packard                                                                2009
--------------------- ---------------- ---------------- -------------- --------------


Description of 2000 Stock Option Plan

The DME Interactive Holdings, Inc. Stock Option Plan of 2000 ("2000 Plan") is intended to serve as an equity incentive program for management, qualified employees, non-employee members of the Board of Directors, and independent advisors or consultants. The 2000 Plan became effective on February 29, 2000 upon adoption by the Board of Directors. The 2000 Plan has not been ratified by shareholders but will be submitted for shareholder approval at our 2000 annual meeting. Options to acquire up to 3,000,000 shares of Common Stock may be granted under the 2000 Plan. The following is a summary of the principal features of the 2000 Plan.

Options granted under the 2000 Plan may be Incentive Stock Options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or nonqualified stock options. However, in order to qualify as ISOs, DME Interactive's shareholders must approve the 2000 Plan. If any outstanding option expires or is terminated for any reason, the shares of common stock allocable to the unexercised portion of that option may again be subject to an option to the same optionee or to a different person eligible under this Plan.

The 2000 Plan is to be administered a committee of two or more members of the Board of Directors (the "Committee"). The Committee has the sole authority to prescribe the form, content and status of options to be granted, select the eligible recipients, determine the timing of option grants, determine the number of shares subject to each grant, the exercise price, vesting schedule, and term for which any option will remain outstanding; provided, however, that the exercise price for any option granted may not be less than the fair market value per share of the common stock at the date of grant. The Committee has the authority to determine the terms and restrictions on all option awards granted under the 2000 Plan, and in general, to construe and interpret any provision of the 2000 Plan. Currently, entire board is acting as the Committee. Upon formation of a Compensation Committee, that committee will administer the 2000 Plan.


The exercise price of options to be granted pursuant to the 2000 Plan shall not be less than the fair market value of DME Interactive's common stock on the date of the grant. The exercise price for outstanding option grants under the 2000 Plan may be paid in cash or, upon approval of the plan administrators, in shares of common stock valued at fair market value on the exercise date, having shares withheld from the amount of shares of common stock to be received by the optionee, by delivery of an irrevocable subscription agreement obligating the optionee to take and pay for the shares of common stock to be purchased within one year of the date of such exercise, through a same-day cashless exercise program or a reduction in the amount of any Company liability to the optionee, or by such other consideration and method of payment for the issuance of shares to the extent permitted by applicable laws.

Under the 2000 Plan, no stock option can be granted for a period longer than ten years. Unless extended by the 2000 Plan administrators until a date not later than the expiration date of the option, the right to exercise an option terminates ninety days after the termination of an optionee's employment, contractual or director relationship with DME Interactive. If the optionee dies or is disabled, the option will remain exercisable for a period of one year after the termination of employment or relationship with DME Interactive.

The vesting schedule for options is to be set by the 2000 Plan administrators, provided that vesting may accelerated upon a change in control of DME Interactive.

Option Exercises and Fiscal Year-End Values

There were no options exercised by employees of DME Interactive in the last fiscal year.

Employment and Termination Agreements

In March 2000, DME Interactive entered into an employment agreement with Darien Dash to serve as Chief Executive Officer. Mr. Dash is to be paid an annual base salary of $160,000 plus a discretionary bonus and salary increases. The initial term of his employment expires on March 2, 2003, provided that such term is extended by an additional year on each anniversary of the date of the agreement unless either party provides the other at least 90 days written notice. Mr. Dash may terminate employment at any time upon 120 days notice. Mr. Dash also may terminate employment, among other reasons, (i) if he is no longer elected to DME Interactive's board of directors or as its Chief Executive Officer or (ii) within one year of a change of control of DME Interactive. If Mr. Dash terminates employment for such reasons, or if DME Interactive terminates Mr. Dash other than for cause, DME Interactive is required to pay Mr. Dash a severance package consisting primarily of (i) one year's then current salary and (ii) five times Mr. Dash's prior year's bonus (including stock based compensation).

DME Interactive has entered into an employment agreement with Andre H. McKoy to serve as DME Interactive's Executive Vice President of Finance, Accounting and Administration. Mr. Mckoy is paid a minimum annual base salary of $125,000, effective in March 2000, plus a discretionary bonus and salary increases. The agreement also provides for the grant of options to acquire 250,000 shares of DME Interactive common stock . The initial term of his employment expires on July 31, 2001, provided that the agreement can be terminated by either party upon 30 days notice.

DME Interactive has entered into an employment agreement with Kathleen McQuaid Packard to serve as DME Interactive's Senior Vice President of Interactive


Services. Ms. McQuaid is to be paid an annual salary of $125,000 with 10% annual increases plus a discretionary bonus. The agreement also provides for the grant of options to acquire 60,000 shares of DME Interactive Common Stock. The initial term of her employment expires on August 31, 2002.

Each of these employment agreements contain provisions prohibiting the employee to directly or indirectly engage in business conduct competitive with DME Interactive for the term of their agreement and for a period of one year after it terminates.

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