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                                                                   Exhibit 10.19



                                NATIONSRENT, INC.

                             1998 STOCK OPTION PLAN

         1.       ESTABLISHMENT, EFFECTIVE DATE AND TERM

         NationsRent, Inc., a Delaware corporation (the "Company") hereby
establishes the "NationsRent, Inc. 1998 Stock Option Plan" (the "Plan"). The
effective date of the Plan shall be August 6, 1998 (the "Effective Date"), which
is the date that the Plan was approved and adopted by the Board of Directors of
the Company (the "Board") and the stockholders of the Company. Unless earlier
terminated pursuant to Section 17 hereof, the Plan shall terminate on August 6,
2008.

         2.       PURPOSE

         The purpose of the Plan is to advance the interests of the Company by
providing Eligible Individuals (as defined in Section 5 below) with an
opportunity to acquire or increase a proprietary interest in the Company, which
thereby will create a stronger incentive to expend maximum effort for the growth
and success of the Company and its subsidiaries, and will encourage such
individuals to remain in the employ of the Company or one or more of its
subsidiaries.

         3.       TYPE OF OPTIONS

         Each stock option granted under the Plan (an "Option") may be
designated by the Board, in its sole discretion, either as (i) an "incentive
stock option" ("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or
(ii) as a non-qualified option which is not intended to meet the requirements of
Section 422 of the Code; PROVIDED that Incentive Stock Options may only be
granted to employees of the Company or any "subsidiary corporation" as defined
in Section 424 of the Code (a "Subsidiary"). In the absence of any designation,
Options granted under the Plan will be deemed to be non-qualified options. The
Plan shall be administered and interpreted so that all incentive stock options
granted under the plan will qualify as incentive stock options under Section 422
of the Code. Options designated as Incentive Stock Options that fail to continue
to meet the requirements of Section 422 of the Code shall be redesignated as
non-qualified options automatically on the date of such failure to continue to
meet such requirements without further action by the Board.

         4.       ADMINISTRATION

         (a)      BOARD. The Plan shall be administered by the Board, which
                  shall have the full power and authority to take all actions,
                  and to make all determinations required or provided for under
                  the Plan or any Option granted or Option Agreement (as defined
                  in Section 9 below) entered into under the Plan and all such
                  other actions and determinations not inconsistent with the
                  specific terms and provisions of the Plan deemed by the




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                  Board to be necessary or appropriate to the administration of
                  the Plan or any Option granted or Option Agreement entered
                  into hereunder. The Board may correct any defect or supply any
                  omission or reconcile any inconsistency in the Plan or in any
                  Option Agreement in the manner and to the extent it shall deem
                  expedient to carry the Plan into effect and shall be the sole
                  and final judge of such expediency. All such actions and
                  determinations shall be by the affirmative vote of a majority
                  of the members of the Board present at a meeting at which any
                  issue relating to the Plan is properly raised for
                  consideration or without a meeting by written consent of the
                  Board executed in accordance with the Company's Certificate of
                  Incorporation and By-Laws and applicable law. The
                  interpretation and construction by the Board of any provision
                  of the Plan or of any Option granted or Option Agreement
                  entered into hereunder shall be final and conclusive.

         (b)      COMMITTEE.  The Board may, in its discretion, from time to 
                  time appoint a Stock Option Committee (the "Committee")
                  consisting of not less than two members of the Board, none of
                  whom shall be an officer or other salaried employee of the
                  Company or any Subsidiary, and each of whom shall qualify in
                  all respects as a "non-employee director" as defined in Rule
                  16b-3 promulgated under the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), and an "outside director" for
                  purposes of Section 162(m) of the Code. The Board, in its sole
                  discretion, may provide that the role of the Committee shall
                  be limited to making recommendations to the Board concerning
                  any determinations to be made and actions to be taken by the
                  Board pursuant to or with respect to the Plan, or the Board
                  may delegate to the Committee such powers and authorities
                  related to the administration of the Plan, as set forth in
                  Section 4(a) above, as the Board shall determine, consistent
                  with the Certificate of Incorporation and By-Laws of the
                  Company and applicable law. The Board may remove members, add
                  members, and fill vacancies on the Committee from time to
                  time, all in accordance with the Company's Certificate of
                  Incorporation and By-Laws, and with applicable law. The
                  majority vote of the Committee, or acts reduced to or approved
                  in writing by a majority of the members of the Committee,
                  shall be the valid acts of the Committee.

         (c)      NO LIABILITY. No member of the Board or of the Committee shall
                  be liable for any action or determination made in good faith
                  with respect to the Plan or any Option granted or Option
                  Agreement entered into hereunder.

         (d)      DELEGATION TO THE COMMITTEE. In the event that the Plan or any
                  Option granted or Option Agreement entered into hereunder
                  provides for any action to be taken by or determination to be
                  made by the Board, such action may be taken by or such
                  determination may be made by the Committee if the power and
                  authority to do so has been delegated to the Committee by the
                  Board as provided for in Section 4(b) above. Unless otherwise
                  expressly determined by the Board, any such action or
                  determination by the Committee shall be final and conclusive.



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         5.       COMMON STOCK

         The capital stock of the Company that may be issued pursuant to Options
granted under the Plan shall be shares of common stock, $.01 par value, of the
Company (the "Common Stock"), which shares may be treasury shares or authorized
but unissued shares. The total number of shares of Common Stock that may be
issued pursuant to Options granted under the Plan shall be 5,000,000 shares,
subject to adjustment as provided in Section 18 below. If any Option expires,
terminates, or is terminated or canceled for any reason prior to exercise in
full, the shares of Common Stock that were subject to the unexercised portion of
such Option shall be available for future Options granted under the Plan.

         6.       ELIGIBILITY

         Options may be granted under the Plan to any employee or director
(employee and non-employee directors) of the Company or any Subsidiary, as well
as to any independent contractor or consultant performing services for the
Company or any Subsidiary as determined by the Board from time to time on the
basis of their importance to the business of the Company or any Subsidiary
(collectively, "Eligible Individuals"), provided that Incentive Stock Options
may only be granted to employees of the Company and its Subsidiaries. An
individual may hold more than one Option, subject to such restrictions as are
provided herein.

         7.       GRANT OF OPTIONS

         (a)      GENERAL.  Subject to the terms and conditions of the Plan, the
                  Board may, at any time and from time to time, prior to the
                  date of termination of the Plan, grant to such Eligible
                  Individuals as the Board may determine ("Optionees"), Options
                  to purchase such number of shares of Common Stock on such
                  terms and conditions as the Board may determine. The date on
                  which the Board approves the grant of an Option (or such later
                  date as is specified by the Board) shall be considered the
                  date on which such Option is granted. The maximum number of
                  shares of Common Stock subject to Options that may be granted
                  during any calendar year under the Plan to any executive
                  officer or other employee of the Company or any Subsidiary
                  whose compensation is or may be subject to Section 162(m) of
                  the Code is 1,000,000 shares (subject to adjustment as
                  provided in Section 18 below).

         (b)      NON-EMPLOYEE DIRECTORS.

                  (i) Each member of the Board that is not an employee of the
                  Company, as determined by the Board in its sole discretion (a
                  "Non-Employee Director"), shall automatically be granted, as
                  of the effective date of the registration statement (the "IPO
                  Effective Date") relating to the Company's initial public
                  offering of its Common Stock ("IPO"), an Option to acquire
                  50,000 shares of Common Stock at a price per share equal to
                  the initial public offering price. Each Non-Employee



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                  Director who joins the Board after the closing date of the IPO
                  shall automatically be granted, as of the date he or she joins
                  the Board, an Option to acquire 50,000 shares of Common Stock
                  at a price per share equal to the closing price of a share of
                  Common Stock on the New York Stock Exchange on the last
                  trading date immediately prior to the grant date, provided if
                  the Common Stock is not listed on the NYSE, the price per
                  share shall be determined in accordance with Section 10.

                  (ii) Additionally, each Non-Employee Director as of the first
                  day of each fiscal year of the Company, shall automatically be
                  granted, as of such date, an Option to acquire 10,000 shares
                  of Common Stock at a price per share equal to the closing
                  price of a share of Common Stock on the New York Stock
                  Exchange on the last trading date immediately prior to the
                  grant date, provided if the Common Stock is not listed on the
                  NYSE, the price per share shall be determined in accordance
                  with Section 10.

                  (iii) All Options granted under this Section 7(b) shall be
                  fully vested and immediately exercisable, and shall remain
                  exercisable for a term of ten years from the date of grant so
                  long as such person remains a member of the Board. At such
                  time as such person ceases to be a Board member, any portion
                  of the Option that has not been exercised shall no longer be
                  exercisable and shall terminate.

                  (iv) No Option referred to herein shall be granted, awarded,
                  or exercised at any time prior to the IPO Effective Date. If
                  the IPO is not consummated, the Options referred to herein
                  shall not be granted or awarded or become exercisable.

         8.       LIMITATION ON INCENTIVE STOCK OPTIONS

         (a)      TEN PERCENT STOCKHOLDER.  Notwithstanding any other provision
                  of this Plan to the contrary, no individual may receive an
                  Incentive Stock Option under the Plan if such individual, at
                  the time the award is granted, owns (after application of the
                  rules contained in Section 424(d) of the Code) stock
                  possessing more than 10 percent of the total combined voting
                  power of all classes of stock of the Company or its
                  subsidiaries, unless (i) the purchase price for each share of
                  Common Stock subject to such Incentive Stock Option is at
                  least 110 percent of the fair market value of a share of
                  Common Stock on the date of grant (as determined in good faith
                  by the Board) and (ii) such Incentive Stock Option is not
                  exercisable after the date which is five years from the date
                  of grant.

         (b)      LIMITATION ON GRANTS. The aggregate fair market value
                  (determined with respect to each Incentive Stock Option at the
                  time such Incentive Stock Option is granted) of the shares of
                  Common Stock with respect to which Incentive Stock Options are
                  exercisable for the first time by an individual during any
                  calendar year (under this Plan or any other plan of the
                  Company or a subsidiary) shall not exceed $100,000.



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                  If an incentive stock option is granted pursuant to which the
                  aggregate fair market value of shares with respect to which it
                  first becomes exercisable in any calendar year by an
                  individual exceeds such $100,000 limitation, the portion of
                  such option which is in excess of the $100,000 limitation, and
                  any such options issued subsequently in the same calendar
                  year, shall be treated as a non-qualified option pursuant to
                  Section 422(d)(1) of the Code. In the event that an individual
                  is eligible to participate in any other stock option plan of
                  the Company or any parent or subsidiary of the Company which
                  is also intended to comply with the provisions of Section 422
                  of the Code, such $100,000 limitation shall apply to the
                  aggregate number of shares for which incentive stock options
                  may be granted under this Plan and all such other plans.

         9.       OPTION AGREEMENTS

         All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by the Company and by the
Optionee, in such form or forms as the Board shall from time to time determine.
Option Agreements covering Options granted from time to time or at the same time
need not contain similar provisions; PROVIDED, HOWEVER, that all such Option
Agreements shall comply with all terms of the Plan.

         10.      OPTION PRICE

         The purchase price of each share of Common Stock subject to an Option
(the "Option Price") shall be fixed by the Board and stated in each Option
Agreement, and subject to the provisions of Sections 7(b) and 8(a) above, shall
be not less than 100 percent of the fair market value of a share of Common Stock
on the date the Option is granted. If the Common Stock is then listed on any
national securities exchange, the fair market value shall be the closing price
of a share of Common Stock on such exchange on the last trading day immediately
prior to the date of grant; PROVIDED, HOWEVER, that when granting Incentive
Stock Options, the Board shall determine fair market value in accordance with
the provisions of Section 422 of the Code. If the Common Stock is not listed on
any such exchange, the fair market value shall be determined in good faith by
the Board. Notwithstanding the foregoing, the Option Price of Options granted on
the IPO Effective Date shall be equal to the initial public offering price.

         11.      TERM AND VESTING OF OPTIONS

         (a)      OPTION PERIOD.  Subject to the provisions of Sections 8(a) and
                  14 hereof, each Option granted under the Plan shall terminate
                  and all rights to purchase shares thereunder shall cease upon
                  the expiration of 10 years from the date such Option is
                  granted, or on such date prior thereto as may be fixed by the
                  Board and stated in the Option Agreement relating to such
                  Option. Notwithstanding the foregoing, the Board may in its
                  discretion, at any time prior to the expiration or termination
                  of any Option, extend the term of any such Option for such
                  additional period as the Board in its discretion may
                  determine; PROVIDED, HOWEVER, that in no event shall the
                  aggregate



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                  option period with respect to any Option, including the
                  initial term of such Option and any extensions thereof, exceed
                  10 years.

         (b)      VESTING.  Subject to the provisions of Section 14 hereof, and
                  except as set forth in Section 7(b)(iii), each Option shall
                  become exercisable with respect to 25% of the total number of
                  shares subject to the Option on the date that is 12 months
                  after the date of its grant (the "Vesting Date") and with
                  respect to an additional 25% of the number of such shares on
                  each of the next three succeeding anniversaries of the Vesting
                  Date. Notwithstanding the foregoing, the Board may in its
                  discretion provide that any vesting requirement or other such
                  limitation on the exercise of an Option may be rescinded,
                  modified or waived by the Board, in its sole discretion, at
                  any time and from time to time after the date of grant of such
                  Option, so as to accelerate the time at which the Option may
                  be exercised.

         (c)      CHANGE IN CONTROL.  In the event of a Change in Control (as
                  defined below), except as the Board shall otherwise provide in
                  an Option Agreement with respect to an Option granted under
                  the Plan, all outstanding Options shall become immediately
                  exercisable in full, without regard to any limitation on
                  exercise imposed pursuant to Section 11(b) above. For purposes
                  of the Plan, a "Change in Control" shall be deemed to occur if
                  any person (excluding those persons or affiliates of those
                  persons who were stockholders of the Company prior to the
                  Company's initial public offering) shall acquire direct or
                  indirect beneficial ownership (whether as a result of stock
                  ownership, revocable or irrevocable proxies or otherwise) of
                  more than 50% of the total combined voting power with respect
                  to the election of directors of the issued and outstanding
                  capital stock of the Company (except that no Change in Control
                  shall be deemed to have occurred if the stockholders of the
                  Company immediately before such acquisition own more than 50%,
                  directly or indirectly, all or substantially all of the voting
                  stock or other interests of such acquiring person immediately
                  after such transaction). For purposes of the Plan, a "person"
                  shall mean any person, corporation, partnership, joint venture
                  or other entity or any group (as such term is defined for
                  purposes of Section 13(d) of the Exchange Act) and "beneficial
                  ownership" shall be determined in accordance with Rule 13d-3
                  under the Exchange Act.

         12.      MANNER OF EXERCISE AND PAYMENT

         (a)      EXERCISE. An Option that is exercisable hereunder may be
                  exercised by delivery to the Company on any business day, at
                  its principal office, addressed to the attention of the Stock
                  Option Administrator, of written notice of exercise, which
                  notice shall specify the number of shares with respect to
                  which the Option is being exercised, and shall be accompanied
                  by payment in full of the Option Price of the shares for which
                  the Option is being exercised, by one or more of the methods
                  provided below. The minimum number of shares of Common Stock
                  with respect to which an Option may




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                  be exercised, in whole or in part, at any time shall be the
                  lesser of 100 shares or the maximum number of shares available
                  for purchase under the Option at the time of exercise.

         (b)      PAYMENT.  Payment of the Option Price for the shares of Common
                  Stock purchased pursuant to the exercise of an Option shall be
                  made (i) in cash or in cash equivalents; (ii) through the
                  tender to the Company of shares of Common Stock, which shares
                  shall be valued, for purposes of determining the extent to
                  which the Option Price has been paid thereby, at their fair
                  market value (determined in the manner described in Section 10
                  above) on the date of exercise; (iii) by delivering a written
                  direction to the Company that the Option be exercised pursuant
                  to a "cashless" exercise/sale procedure (pursuant to which
                  funds to pay for exercise of the Option are delivered to the
                  Company by a broker upon receipt of stock certificates from
                  the Company) or a cashless exercise/loan procedure (pursuant
                  to which the Optionees would obtain a margin loan from a
                  broker to fund the exercise) through a licensed broker
                  acceptable to the Company whereby the stock certificate or
                  certificates for the shares of Common Stock for which the
                  Option is exercised will be delivered to such broker as the
                  agent for the individual exercising the Option and the broker
                  will deliver to the Company cash (or cash equivalents
                  acceptable to the Company) equal to the Option Price for the
                  shares of Common Stock purchased pursuant to the exercise of
                  the Option plus the amount (if any) of federal and other taxes
                  that the Company, may, in its judgment, be required to
                  withhold with respect to the exercise of the Option; (iv) to
                  the extent permitted by applicable law and agreed to by the
                  Board in its sole and absolute discretion, by the delivery of
                  a promissory note of the Optionee to the Company on such terms
                  as the Board shall specify in its sole and absolute
                  discretion; or (v) by a combination of the methods described
                  in clauses (i), (ii), (iii) and (iv). Payment in full of the
                  Option Price need not accompany the written notice of exercise
                  if the Option is exercised pursuant to the cashless
                  exercise/sale procedure described above. An attempt to
                  exercise any Option granted hereunder other than as set forth
                  above shall be invalid and of no force and effect.

         (c)      ISSUANCE OF CERTIFICATES. Promptly after the exercise of an
                  Option, the individual exercising the Option shall be entitled
                  to the issuance of a certificate or certificates evidencing
                  his ownership of such shares of Common Stock. An individual
                  holding or exercising an Option shall have none of the rights
                  of a stockholder until the shares of Common Stock covered
                  thereby are fully paid and issued to him and, except as
                  provided in Section 18 below, no adjustment shall be made for
                  dividends or other rights for which the record date is prior
                  to the date of such issuance.



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         13.      TRANSFERABILITY OF OPTIONS

         No Option shall be assignable or transferable by the Optionee to whom
it is granted, other than by will or the laws of descent and distribution.

         14.      TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY

         (a)      GENERAL.  Upon the termination of the employment or other 
                  service of an Optionee with the Company or any Subsidiary,
                  other than by reason of death or "permanent and total
                  disability" (within the meaning of Section 22(e)(3) of the
                  Code) of such Optionee, any Option granted to such Optionee
                  pursuant to the Plan shall terminate upon the date of such
                  termination of employment or service and such Optionee shall
                  have no further right to purchase shares of Common Stock
                  pursuant to such Option. Notwithstanding the foregoing
                  provisions of this Section 14, the Board may provide, in its
                  discretion, that following the termination of employment or
                  service of an Optionee with the Company or any Subsidiary, an
                  Optionee may exercise an Option, in whole or in part, at any
                  time subsequent to such termination of employment or service
                  and prior to termination of the Option pursuant to Section
                  11(a) above, either subject to or without regard to any
                  vesting or other limitation on exercise imposed pursuant to
                  Section 11(b) above. Unless otherwise determined by the Board,
                  temporary absence from employment or service because of
                  illness, vacation, approved leaves of absence, military
                  service and transfer of employment shall not constitute a
                  termination of employment or service with the Company or any
                  Subsidiary.

         (b)      DEATH.  If an Optionee dies while in the employ or service of
                  the Company or any Subsidiary, Optionee's estate or the
                  devisee named in the Optionee's valid last will and testament
                  or the Optionee's heir at law who inherits the Option shall
                  have the right, at any time within three years after the date
                  of such Optionee's death and prior to termination of the
                  Option pursuant to Section 11(a) above, to exercise, in whole
                  or in part, any vested portion of the Option (in accordance
                  with Section 11(b) above) held by such Optionee at the date of
                  such Optionee's death. On the date of Optionee's death, the
                  unvested portion of the Option shall terminate.

         (c)      DISABILITY.  If an Optionee terminates employment or service
                  with the Company or any Subsidiary by reason of the "permanent
                  and total disability" (within the meaning of Section 22(e)(3)
                  of the Code) of such Optionee, then Optionee shall have the
                  right at any time within three years after such termination of
                  employment or service and prior to termination of the Option
                  pursuant to Section 11(a) above, to exercise, in whole or in
                  part, any vested portion of the Option (in accordance with
                  Section 11(b) above) held by such Optionee at the date of such
                  termination of employment or service. On the date of such
                  termination of employment or service, the unvested portion of
                  the Option shall terminate. Whether a termination of
                  employment or



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                  service is to be considered by reason of "permanent and total
                  disability" for purposes of this Plan shall be determined by
                  the Board, which determination shall be final and conclusive.

         15.      USE OF PROCEEDS

         The proceeds received by the Company from the sale of Common Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.

         16.      REQUIREMENTS OF LAW

         (a)      VIOLATIONS OF LAW.  The Company shall not be required to sell
                  or issue any shares of Common Stock under any Option if the
                  sale or issuance of such shares would constitute a violation
                  by the individual exercising the Option or the Company of any
                  provisions of any law or regulation of any governmental
                  authority, including without limitation any federal or state
                  securities laws or regulations. Any determination in this
                  connection by the Board shall be final, binding, and
                  conclusive. The Company shall not be obligated to take any
                  affirmative action in order to cause the exercise of an Option
                  or the issuance of shares pursuant thereto to comply with any
                  law or regulation of any governmental authority.

         (b)      REGISTRATION.  At the time of any exercise of any Option, the
                  Company may, if it shall determine it necessary or desirable
                  for any reason, require the Optionee (or his or her heirs,
                  legatees or legal representative, as the case may be), as a
                  condition to the exercise thereof, to deliver to the Company a
                  written representation of present intention to purchase the
                  shares for their own account as an investment and not with a
                  view to, or for sale in connection with, the distribution of
                  such shares, except in compliance with applicable federal and
                  state securities laws with respect thereto. In the event such
                  representation is required to be delivered, an appropriate
                  legend may be placed upon each certificate delivered to the
                  Optionee (or his or her heirs, legatees or legal
                  representative, as the case may be) upon his or her exercise
                  of part or all of the Option and a stop transfer order may be
                  placed with the transfer agent. Each Option shall also be
                  subject to the requirement that, if at any time the Company
                  determines, in its discretion, that the listing, registration
                  or qualification of the shares subject to the Option upon any
                  securities exchange or under any state or federal law, or the
                  consent or approval of any governmental regulatory body is
                  necessary or desirable as a condition of or in connection
                  with, the issuance or purchase of the shares thereunder, the
                  Option may not be exercised in whole or in part unless such
                  listing, registration, qualification, consent or approval
                  shall have been effected or obtained free of any conditions
                  not acceptable to the Company in its sole discretion. The
                  Company shall not be obligated to take any affirmative action
                  in order to cause the exercisability or vesting of an Option
                  or to cause the exercise of an Option or the



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                  issuance of shares pursuant thereto to comply with any law or
                  regulation of any governmental authority.

         (c)      WITHHOLDING.  The Board may make such provisions and take such
                  steps as it may deem necessary or appropriate for the
                  withholding of any taxes that the Company is required by any
                  law or regulation of any governmental authority, whether
                  federal, state or local, domestic or foreign, to withhold in
                  connection with the exercise of any Option, including, but not
                  limited to: (i) the withholding of delivery of shares of
                  Common Stock upon exercise of Options until the holder
                  reimburses the Company for the amount the Company is required
                  to withhold with respect to such taxes, (ii) the canceling of
                  any number of shares of Common Stock issuable upon exercise of
                  such Options in an amount sufficient to reimburse the Company
                  for the amount it is required to so withhold, or (iii)
                  withholding the amount due from any such person's wages or
                  compensation due such person.

         (d)      GOVERNING LAW. This Plan shall be governed by, and construed
                  and enforced in accordance with, the laws of the State of
                  Delaware.

         17.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Common Stock as to which Options have not
been granted; PROVIDED, HOWEVER, that the approval by a majority of the votes
present and entitled to vote at a duly held meeting of the stockholders of the
Company at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the amendment, or
by written consent in accordance with applicable state law and the Certificate
of Incorporation and By-Laws of the Company shall be required for any amendment
(i) that changes the requirements as to Eligible Individuals to receive Options
under the Plan, (ii) that increases the maximum number of shares of Common Stock
in the aggregate that may be sold pursuant to Options that are granted under the
Plan (except as permitted under Section 18 hereof), or (iii) if approval of such
amendment is necessary to comply with federal or state law (including without
limitation Rule 162(m) of the Code and Rule 16b-3 under the Exchange Act) or
with the rules of any stock exchange or automated quotation system on which the
Common Stock may be listed or traded. Except as permitted under Section 18
hereof, no amendment, suspension or termination of the Plan shall, without the
consent of the holder of the Option, alter or impair rights or obligations under
any Option theretofore granted under the Plan.

         18.      EFFECT OF CHANGES IN CAPITALIZATION

         (a)      RECAPITALIZATION. If the outstanding shares of Common Stock
                  are increased or decreased or changed into or exchanged for a
                  different number or kind of shares or other securities of the
                  Company by reason of any recapitalization, reclassification,
                  reorganization (other than as described in Section 18(b)
                  below), stock split, reverse




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                  split, combination of shares, exchange of shares, stock
                  dividend or other distribution payable in capital stock of the
                  Company, or other increase or decrease in such shares effected
                  without receipt of consideration by the Company, occurring
                  after the Effective Date, an appropriate and proportionate
                  adjustment shall be made by the Board (i) in the aggregate
                  number and kind of shares of Common Stock available under the
                  Plan, (ii) in the number and kind of shares of Common Stock
                  issuable upon exercise of outstanding Options granted under
                  the Plan, and (iii) in the Option Price per share of
                  outstanding Options granted under the Plan.

         (b)      REORGANIZATION. In connection with a merger, consolidation,
                  reorganization or other business combination of the Company
                  with one or more other entities in which the Company is not
                  the surviving entity, each then outstanding Option shall upon
                  exercise thereafter entitle the holder thereof to such number
                  of shares of Common Stock or other securities or property to
                  which a holder of shares of Common Stock would have been
                  entitled to upon such merger, consolidation, reorganization or
                  other business combination.

         (c)      DISSOLUTION OR LIQUIDATION.  Upon the dissolution or 
                  liquidation of the Company, the Plan and all Options
                  outstanding hereunder shall terminate. In the event of any
                  termination of the Plan under this Section 18(c), each
                  individual holding an Option shall have the right, immediately
                  prior to the occurrence of such termination and during such
                  reasonable period as the Board in its sole discretion shall
                  determine and designate, to exercise such Option in whole or
                  in part, whether or not such Option was otherwise exercisable
                  at the time such termination occurs and without regard to any
                  vesting or other limitation on exercise imposed pursuant to
                  Section 11(b) above.

         (d)      ADJUSTMENTS. Adjustments under this Section 18 related to
                  stock or securities of the Company shall be made by the Board,
                  whose determination in that respect shall be final, binding,
                  and conclusive. No fractional shares of Common Stock or units
                  of other securities shall be issued pursuant to any such
                  adjustment, and any fractions resulting from any such
                  adjustment shall be eliminated in each case by rounding
                  downward to the nearest whole share or unit.

         (e)      NO LIMITATIONS. The grant of an Option pursuant to the Plan
                  shall not affect or limit in any way the right or power of the
                  Company to make adjustments, reclassifications,
                  reorganizations or changes of its capital or business
                  structure or to merge, consolidate, dissolve or liquidate, or
                  to sell or transfer all or any part of its business or assets.

         19.      DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the




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Company or any Subsidiary or to interfere in any way with the right and
authority of the Company or any Subsidiary either to increase or decrease the
compensation of any individual, including any Option holder, at any time, or to
terminate any employment or other relationship between any individual and the
Company or any Subsidiary. A holder of an option shall not be deemed for any
purpose to be a stockholder of the Company with respect to such option except to
the extent that such option shall have been exercised with respect thereto and,
in addition, a stock certificate shall have been issued theretofore and
delivered to the holder. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 18 hereof.

         20.      NONEXCLUSIVITY OF THE PLAN

         The adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights otherwise than under the Plan.

         21.      SEVERABILITY

         If any provision of the Plan or any Option Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.

         22.      NOTICES

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and if to the holder of an option, to the address as
appearing on the records of the Company.


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