Amended Alchemy Employee Stock Payment Plan

EXHIBIT 10


ALCHEMY HOLDINGS, INC.
3025 N.E. 188 STREET
MIAMI, FLORIDA 33180
APRIL 12, 1999
(to be retroactive JANUARY 2, 1998)


AMENDED ALCHEMY EMPLOYEE STOCK PAYMENT PLAN


ALL EMPLOYEES:


Alchemy Holdings, Inc. ("ALCHEMY") is now providing you with the following information regarding the ALCHEMY Employee Stock Payment Plan.


THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN OR MAY HEREAFTER BE REGISTERED UNDER THE SECURITIES ACT OF 1933.


1. PLAN INFORMATION.


A. GENERAL PLAN INFORMATION


The information contained in this document relates to the ALCHEMY
Employee Stock Payment Plan (the "Plan") established by ALCHEMY, a
Florida Corporation (the "Company"), under which shares of the common
stock, $.001 par value, of the Company (the "Common Stock") are to be
offered to certain employees and former employees of the Company, from
time to time, as more particularly provided below in this paragraph
1(a) (collectively the "Participants" and individually a
"Participant"). The Company has established the Plan for the purpose
of issuing shares of its Common Stock to Participants in payment and
full satisfaction of wages and/or benefits to which they already are
or otherwise may become entitled for services rendered or to be
rendered as employees or former employees of the Company.


To participate under the Plan, each Participant must be either
(1) an employee or (2) a former employee of the Company, who in either
case is not an "affiliate" as defined in Rule 405 promulgated under
the Securities Act of 1933 (the "Securities Act"), which shall be
determined by the Company's President on an individual basis. In
addition, the Plan


requires that each Participant have executed a Stock Payment
Agreement, which, among other things, provides for such Participant to
accept shares of Common Stock in payment and in full satisfaction of
the wages and/or benefits to which such Participant is or may become
entitled in connection with services he or she has or may subsequently
render to the Company (the "Stock Payment Agreement"). The Company's
Board of Directors sets the terms and conditions of the Plan, from
time to time, in its sole discretion, including without limitation the
Purchase Price Per Share, as defined in paragraph 1(d) of this Plan
and authorizes the President to implement those terms and conditions.
The Company reserves the right to modify, extend or terminate any of
the provisions of the Plan at any time and from time to time in its
sole discretion. The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974. Unless terminated by
the Board of Directors, the Plan's duration shall be perpetual. If
additional information regarding the Plan is needed, please write the
Company at 3025 N.E. 188 Street, Miami, Florida 33180, Attn:
President, or call (305) 932-9230.


b. SECURITIES TO BE OFFERED


Currently, the securities contemplated to be offered pursuant to
the Plan consist of 1,000,000 shares of the Company's Common Stock.
However, to the extent the Plan may be modified, extended or
terminated by the Company's Board of Directors from time to time, an
additional or lesser number of the Company's Common Stock may be
offered pursuant to the Plan.


The Company has 50,000,000 authorized shares of Common Stock.
Each share of Common Stock is entitled to share pro rata in dividends
and distributions, if any, with respect to the Common Stock, when, and
if declared by the Board of directors, in its sole discretion, from
funds legally available thereof. Holders of shares of Common Stock do
not have any preemptive rights to subscribe for additional securities
of the Company. Upon liquidation, dissolution or winding up of the
Company, each share of the Common Stock is entitled to share-ability
in the amount available for distribution to holders of Common Stock.
All shares of Common Stock outstanding are fully-paid and
non-assessable and the Common Stock offered pursuant to the Plan, upon
registration


pursuant to an effective registration statement on Form S-8 and full
payment therefor, will be fully-paid and non-assessable and will not
be subject to conversion, redemption or sinking fund provisions.


Each shareholder is entitled to one vote for each share of Common
Stock held. There is no right to cumulative voting for the election of
directors. This means that holders of greater than fifty percent of
the shares voting for the election of directors can elect all of the
directors if they choose to do so, and in such event, the holders of
less than fifty percent of the shares voting for the election of
directors will not be able to elect any person or persons to the Board
of Directors.


c. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN


Employees and former employees are eligible for participation in
the Plan according to the standards set forth in paragraph 1(a) above.
"Affiliates" of the Company as defined in Rule 405 of the Securities
Act are not eligible to participate in the Plan. However, the term
"employee" in this Alchemy Employee Stock Payment Plan shall include,
any person employed by Cigarette Racing Team, Inc. ("Cigarette")
either presently or who was employed at any time subsequent to the
execution date of a Letter of Intent, dated October 25, 1997, to which
the Company and Cigarette are parties. However, in the event that
either party effectively terminates the Letter of Intent referred to
in this paragraph c, the term "employee" shall cease to include
employees of Cigarette.


d. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED.


Plan Participants will accept shares of Common Stock from time to
time, in payment and in full satisfaction of Net Wages and/or benefits
(as hereinafter defined), payable for such periods as the President of
the Company shall determine from time to time in his sole discretion.
The Board of Directors of the Company, from time to time, in its sole
discretion, shall fix a price per share at which Common Stock shall be
issuable under and in accordance with the Plan (the "Purchase Price
Per Share"). Participants desiring to participate at that time under
the Plan, shall execute a Stock Payment Agreement in the form approved
by the Board of Directors of the Company from time to time. The number
of shares of Common Stock issuable to a plan Participant shall be
determined by dividing such Plan Participant's Net Wages and/or
Benefits by the Purchase Price Per Share in effect at


the time of issuance. For purposes of this Plan, the term Net Wages
and/or Benefits shall mean the wages and/or benefits to which a Plan
Participant is or may subsequently be entitled for services rendered
to the Company as a past or present employee, less any and all
applicable tax and other withholdings or deductions required by law,
which the Company shall remit directly to the appropriate authorities,
if and when due and owing.


As a condition of participation in the Plan, the Stock Payment
Agreement shall require the Participant to place in escrow with the
Company any and all shares of Common Stock issued under the Plan
("Escrowed Shares") pending sale of such shares by the undersigned in
accordance with and subject to the requirements of this Plan, the
Stock Payment Agreement, the Company's Stock Transfer Agent and/or the
broker utilized to effect the sale of such shares of Common Stock. A
Plan Participant may sell all or a portion of the Escrowed Shares,
subject to the condition that such Plan Participant shall place the
proceeds of any such sale, net of broker commissions and similar
transaction fees and expenses ("Net Proceeds") in escr ...