EXHIBIT 10.11

                      TEL-COM WIRELESS CABLE TV CORPORATION
                             1995 STOCK OPT10N PLAN

         Tel-Com Wireless Cable TV Corporation, a Florida corporation (the
"Company"), hereby adopts a stock option plan (the "Plan") for its key
employees, officers, directors and consultants, in accordance with the following
terms and conditions.

         1. PURPOSE OF THE PLAN. The purpose of the Plan is to advance the
growth and development of the Company by affording an opportunity to executives,
consultants and key employees of the Company as well as directors of the Company
and its affiliates to purchase shares of the Company's common stock and to
provide incentives for them to put forth maximum efforts for the success of the
Company's business. The Plan is intended to permit certain designated stock
options granted under the Plan to qualify as incentive stock options under
Section 422A of the Internal Revenue Code of 1986.

         2. DEFINITIONS. For- purposes of this Plan, the following capitalized
terms shall have the meanings set forth below:

                  (a) "Board of Directors" means the board of directors of the
Company.

                  (b) "Code" means the Internal Revenue Code of 1986, as
currently in effect or as hereafter amended.

                  (c) "Company" means Tel-Com Wireless Cable TV Corporation, a
Florida corporation.

                  (d) "Eligible Employee" means all directors, consultants,
officers, and executive, managerial, and other key employees of the Company or
any Parent or Subsidiary. In order to be eligible for an Incentive Stock Option,
a director or a consultant must also be a common law employee of the Company as
provided in Section 422A of the Code; however, in order to be eligible for a
Nonqualified Stock Option, a director or consultant need not be a common law
employee of the Company.

                  (e) "Incentive Stock Option(s)" means a stock option granted
to an Eligible Employee to purchase shares of Stock which is intended to qualify
as an "incentive stock option," as defined in Section 422A of the Code.

                  (f) "Nonqualified Stock Option(s)" means a stock option
granted to an Eligible Employee to purchase shares of Stock which is not
intended to qualify as an "incentive stock option" as defined in Section 422A of
the Code.

                  (g) "Option" means any unexercised and unexpired Incentive
Stock Option or Nonqualified Stock Option issued under this Plan, or any portion
thereof remaining unexercised and unexpired.

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                  (h) "Option Agreement" means a written agreement by and
between the Company and an Optionee setting forth the terms and conditions of
the Option granted by the Board of Directors to such Optionee.

                  (i) "Optionee" means any Eligible Employee who is granted an
Option as provided in the Plan.

                  (j) "Parent" means any present or future "parent corporation"
of the Company, as such term is defined in Section 425(e) of the Code, which the
Board of Directors of the Company has elected to be covered by the Plan.

                  (k) "Plan" shall mean the Company's 1995 Stock Option Plan.

                  (l) "Stock" means authorized and unissued shares of the
Company's Common Stock, $.001 par value per share.

                  (m) "Subsidiary" means any present or future "subsidiary
corporation" of the Company, as such term is defined in Section 425(f) of the
Code, which the Board of Directors has elected to be covered by the Plan.

                  (n) Where applicable, the terms used in this Plan have the
same meaning as the terms used in the Code and the regulations and rulings
issued thereunder and pursuant thereto, with reference to Options.

         3. STOCK SUBJECT TO OPTION.

                  (a) TOTAL NUMBER OF SHARES. The total number of shares of
Stock which may be issued by the Company to all Optionees under this Plan is
200,000 shares. The total number of shares of Stock which may be so issued may
be increased only by a resolution adopted by the Board of Directors and approved
by the shareholders of the Company.

                  (b) EXPIRED OPTIONS. If any Option granted under this Plan is
terminated or expires for any reason whatsoever, in whole or in part, the shares
(or remaining shares) of Stock subject to that particular Option shall again be
available for grant under this Plan.

         4. ADMINISTRATION OF THE PLAN.

                  (a) BOARD OF DIRECTORS. This Plan shall be administered by the
Board of Directors who may, from time to time, issue orders or adopt
resolutions, not inconsistent with the provisions of the Plan, to interpret the
provisions and supervise the administration of the Plan. All determinations
shall be by the affirmative vote of a majority of the members of the Board of
Directors at a meeting, or reduced to writing and signed by all of the members
of the Board of Directors. Subject to the Company's Bylaws, all decisions made
by the Board of Directors in selecting Optionees, establishing the number of
shares and terms applicable to each Option, and in construing the provisions of
this Plan shall be final, conclusive and binding on all persons, including the
Company, shareholders, Optionees, and purchasers of shares pursuant to this
Plan. No member of the Board of Directors shall be liable for any action or
determination made in good faith with respect to the Plan or an Option granted
hereunder.

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                  (b) STOCK OPTION PLAN COMMITTEE. The Board of Directors may
from time to time appoint a Stock Option Plan Committee consisting of not less
than two (2) directors (the "Committee"). The Board of Directors may delegate to
such Committee full power and authority to take any action required or permitted
to be taken by the Board of Directors under this Plan, subject to restrictions
on affiliate participation under the Securities Exchange Act of 1934, pertaining
to, among other things, Section 16(b). The Board of Directors may from time to
time, in its sole discretion, remove members from or add members to the
Committee. Vacancies may be filled by the Board of Directors only. Where the
context requires, the Board of Directors shall mean the Committee, if appointed,
for matters dealing with administration of the Plan.

                  (c) COMPLIANCE WITH INTERNAL REVENUE CODE. The Board of
Directors (or Committee if appointed) shall at all times administer this Plan
and make interpretations hereunder in such a manner that Options granted
hereunder designated as Incentive Stock Options will meet the requirements of
Section 422A of the Code.

         5. SELECTION OF OPTIONEES.

                  (a) DISCRETION OF THE BOARD OF DIRECTORS. In determining which
Eligible Employees shall be offered Options, as well as the terms thereof, the
Board of Directors shall evaluate, among other things, (i) the duties and
responsibilities of Eligible Employees, (ii) their past and prospective
contributions to the success of the Company, (iii) the extent to which they are
performing and will continue to perform outstanding services for the benefit of
the Company, and (iv) such other factors as the Board of Directors deems
relevant.

                  (b) LIMITATION ON GRANT OF OPTIONS. An Incentive Stock Option
may not be granted to any Optionee if the grant of such Option to such Optionee
would otherwise cause the aggregate fair market value (determined at the time
the Option is granted) of the Stock for which Options are exercisable for the
first time by such Optionee under all incentive stock option plans of the
Company during any calendar year to exceed $100,000. Nonqualified Stock Options
may be granted to Eligible Employees at the sole discretion of the Board of
Directors.

         6. OPTION AGREEMENT. Subject to the provisions of this Plan, each
Option granted to an Optionee shall be set forth in an Option Agreement upon
such terms and conditions as the Board of Directors determines, including a
vesting schedule. Each such Option Agreement shall incorporate the provisions of
this Plan by reference. The date of the grant of an Option is the date specified
in the Option Agreement. Any Option Agreement shall clearly identify such
Options as Incentive Stock Options or Nonqualified Stock Options.

         7. OPTION PRICES.

                  (a) DETERMINATION OF OPTION PRICE. The option price for Stock
shall not be less than one hundred percent (100%) of the fair market value of
the Stock on the date of the grant of such Options. The option price for Stock
granted to an Eligible Employee who possesses more than ten percent (10%) of the
total combined voting power of all classes of common stock of the Company shall
not be less than one hundred ten percent (110%) of the fair market value of the
Stock on the date of the grant of such Option.

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                  (b) DETERMINATION OF FAIR MARKET VALUE. For the purpose of
this Plan, the fair market value of the Stock on the date of granting an Option
shall be determined by the Board of Directors in accordance with the applicable
regulations under the Code.

                  (c) DETERMINATION OF STOCK OWNERSHIP. For purposes of
paragraphs 7 and 8, an Optionee's common stock ownership shall be determined by
taking into account the rules of constructive ownership set forth in Section
425(d) of the Code.

         8. TERM OF OPTION. The term of an Option may vary within the sole
discretion of the Board of Directors, provided, however, that the term of an
Incentive Stock Option granted to an Eligible Employee shall not exceed ten (10)
years from the date of grant of such Incentive Stock Option. An Incentive Stock
Option may be canceled only in connection with the termination of employment or
death of the Optionee (as more particularly described in paragraph 9 hereof) or
any unauthorized attempted transfer or assignment of the Option (as more
particularly described in paragraph 10 hereof). A Nonqualified Stock Option may
be canceled only in connection with the termination of employment (or consulting
contract) or death of an Optionee, the removal or resignation of an Optionee who
is a director, or any unauthorized attempted transfer or assignment of the
Option.

         9. EXERCISE OF OPTION.

                  (a) LIMITATION ON EXERCISE OF OPTION. Except as otherwise
provided herein, the Board of Directors, in its sole discretion, may limit an
Option by restricting its exercise in whole or in part to specified vesting
periods or until specified conditions have occurred. The vesting periods and any
restrictions will be set forth in the Option Agreement.

                  (b) EXERCISE PRIOR TO CANCELLATION. An Option shall be
exercisable only during the term of the Option as long as the Optionee is in
"Continuous Employment' with the Company or is continually on the Board of
Directors of the Company or any Parent, Subsidiary, or any successor thereof
Notwithstanding the preceding sentence, as long as the Option's term has not
expired, an Option which is otherwise exercisable in accordance with its
provisions shall be exercisable;

                           (i) for a period ending ninety (90) days after the
termination of the Optionee's Continuous Employment with the Company, unless the
Optionee was terminated for Cause by the Company, in which case the Option
terminates on the effective date of termination of employment; or

                           (ii) for a period ending ninety (90) days after the
removal or resignation of the Optionee from the Board of Directors, which such
Optionee has served; or

                           (iii) by the estate of the Optionee, within one (1)
year after the date of the Optionee's death, if the Optionee should die while in
the Continuous Employment of the Company or while serving on the Board of
Directors of the Company or any Parent, Subsidiary, or any successor thereof; or

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                           (iv) within one (1) year after the Optionee's
employment with the Company terminates, if the Optionee becomes disabled during
Continuous Employment with the Company and such disability is the cause of
termination.

         For purposes of this Plan, the term "Continuous Employment" shall mean
the absence of any interruption or termination of employment (or termination of
a consulting contract) with the Company or any Parent or Subsidiary which now
exists or hereafter is organized or acquired by the Company. Continuous
Employment with the Company shall not be considered interrupted in the case of
sick leave, military leave, or any other leave of absence approved by the
Company or in the case of transfers between locations of the Company or between
any Parent or Subsidiary, or successor thereof. The term "Cause" as used in this
subparagraph 9(b) shall mean: (i) commission of a felony or a charge of theft,
dishonesty, fraud or embezzlement; (ii) failure to adhere to Company's
reasonable directives and policies, willful disobedience or insubordination;
(iii) disclosing to a competitor or other unauthorized person, proprietary
information, confidences or trade secrets of the Company or any Parent or
Subsidiary; (iv) recruitment of Company or any Parent or Subsidiary personnel on
behalf of a competitor or potential competitor of the Company, any Parent or
Subsidiary, or any successor thereof, or (v) solicitation of business on behalf
of a competitor or potential competitor of the Company, any Parent or
Subsidiary, or any successor thereof.

                  (c) METHOD OF EXERCISING AN OPTION. Subject to the provisions
of any particular Option Agreement, including any provisions relating to vesting
of an Option, an Optionee may exercise an Option, in whole or in part, by first
providing written notice to the Company stating in such written notice the
number of shares of Stock such Optionee elects to purchase under the Option, and
the time of the delivery thereof, which time shall be at least fifteen (15) days
after the giving of such notice, unless an earlier date shall have been mutually
agreed upon. Upon receipt of such written notice, the Company shall provide the
Optionee with that information required by the applicable state and federal
securities laws. If, after receipt of such information, the Optionee desires to
withdraw such notice of exercise, the Optionee may withdraw such notice of
exercise by notifying the Company, in writing, prior to the time set forth for
delivery of the shares of Stock. In no event may an Option be exercised after
the expiration of its term. The date of exercise shall be the date a proper
notice of exercise is received by the designated Company authority. An Optionee
is under no obligation to exercise an Option or any part thereof.

                  (d) PAYMENT FOR OPTION STOCK. The exercise of any Option shall
be contingent upon prior or simultaneous receipt by the Company of cash or a
certified bank check to its order, shares of the Company's Common Stock, or any
combination of the foregoing in an amount equal to the full option price of the
shares of Stock being purchased. For purposes of this paragraph 9, shares of the
Company's Common Stock that are delivered in payment of the option price shall
be valued at their fair market value, as determined under the provisions of this
Plan. In the alternative, the Board of Directors may, but is not required to,
accept a promissory note, secured or unsecured, in the amount of the option
price made by the Optionee on terms and conditions satisfactory to the Board of
Directors.

                  (e) NET ISSUE EXERCISE. Notwithstanding any provisions herein
to the contrary, if the fair market value of one share of Stock is greater than
the full option price of such


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share of Stock (at the date of calculation as set forth below), in lieu of
exercising any Option for cash, the Optionee may elect to receive Stock equal to
the value (as determined below) of the Option (or the portion thereof being
exercised) by delivery to the designated Company authority of the properly
completed and endorsed Notice of Exercise of Option, in which event the Company
shall issue to the Optionee a number of shares of Stock computed using the
following formula:

         X = Y(A-B)
             ------
               A

         Where    X =      the number of shares of Stock to be issued to the
                           Optionee

                  Y =      the number of shares of Stock purchasable under the
                           Option or, if only a portion of the Option is being
                           exercised, the portion of the Option being exercised
                           (at the date of such calculation)

                  A =      the fair market value of one share of the Company's
                           Stock (at the date of such calculation)

                  B =      the full Option price of one share of Stock being g
                           purchased (as adjusted to the date of such
                           calculation)

For purposes of the above calculation, fair market value of one share of Stock
shall be determined by the Company's Board of Directors in good faith; provided;
however, that where there is a public market for the Company's Stock, the fair
market value per share shall be the average of the closing bid and asked prices
of the Company's Stock quoted in the Over-The-Counter Market Summary or of the
closing prices quoted on the NASDAQ National Market System or on any exchange on
which the Stock is listed, whichever is applicable, as published in the Western
Edition of the WALL STREET JOURNAL (or, if not so reported, as otherwise
reported by the NASDAQ System) for the five (5) trading days prior to the date
of determination of fair market value.

                  (f) DELIVERY OF STOCK TO OPTIONEE. Provided the Optionee has
delivered proper notice of exercise and full payment of the option price, the
Company shall undertake and follow all necessary procedures to make prompt
delivery of the number of shares of Stock which the Optionee elects to purchase
at the time specified in such notice. Such delivery, however, may be postponed,
without postponing the actual date of exercise, at the sole discretion of the
Company, to enable the Company to comply with any applicable procedures,
regulations or listing requirements of any governmental agency, stock exchange
or regulatory authority. As a condition to the issuance of shares of Stock, the
Company may require such additional payments from the Optionee as may be
required to allow the Company to withhold any income taxes which the Company
deems necessary to insure the Company that it can comply with any federal or
state income tax withholding requirements.

         10. NONTRANSFERABILITY OF OPTIONS. Except as otherwise provided in
paragraph 9(b)(iii) and (iv) hereof, an Option granted to an Optionee may be
exercised only during such Optionee's lifetime by such Optionee. An Option may
not be sold, exchanged, assigned,


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<PAGE>

pledged, encumbered, hypothecated or otherwise transferred except by will or by
the laws of descent and distribution. No Option or any right thereunder shall be
subject to execution, attachment or similar process by any creditors of the
Optionee. Upon any attempted assignment, transfer, pledge, hypothecation or
other encumbrance of any Option contrary to the provisions hereof, such Option
and all rights thereunder shall immediately terminate and shall be null and void
with respect to the transferee or assignee.

         11. COMPLIANCE WITH THE SECURITIES LAWS.

                  (a) OPTIONEE'S WRITTEN STATEMENT. The Board of Directors may,
in its sole discretion, require that at the time an Optionee elects to exercise
his option, he shall furnish a written statement to the Company that he is
acquiring such shares of Stock for investment purposes only and that he has no
intention of reselling or otherwise disposing of such Stock, along with a
written acknowledgment that the Option and the shares of Stock pertaining to the
Option are not registered under the Securities Act of 1933, as amended (the
"Act"), the Florida securities laws, or any other state securities laws. In the
event that shares of Stock subject to the Option are registered with the
Securities and Exchange Commission, an Optionee shall no longer be required to
comply with this subparagraph 11(a).

                  (b) REGISTRATION REQUIREMENTS. If at any time the Board of
Directors determines, in its sole discretion, that the listing, registration or
qualification of the shares of Stock subject to an Option upon any securities
exchange or under any state or federal securities laws, 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 shares
thereunder, then 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 (and the same shall have been free of any conditions not
acceptable to the Board of Directors).

                  (c) RESTRICTIONS ON TRANSFER OF SHARES. Subject to the
Company's repurchase agreement and right of first refusal, as more particularly
set forth in paragraph 14 hereof, the shares of Stock acquired by an Optionee
pursuant to the exercise of an Option hereunder shall be freely transferable;
provided, however, that such shares of Stock may not be sold, transferred,
pledged or hypothecated, unless (i) a registration statement covering the
securities is effective under the Act and appropriate state securities laws, or
(ii) an opinion of counsel, satisfactory to the Company, that such sale,
transfer, pledge or hypothecation may legally be made without registration of
such shares under federal or state securities laws has been received by the
Company.

                  (d) RESTRICTIVE LEGEND. In order to enforce the restrictions
imposed upon shares of Stock under this Plan, the Company shall make appropriate
notation in its stock records or, if applicable, shall issue an appropriate
stock transfer instruction to the Company's stock transfer agent. In addition,
the Company may cause a legend or legends to be placed on any certificates
representing shares of Stock issued pursuant to this Plan, which legend or
legends shall make appropriate reference to such restrictions in substantially
the following form:

                  "The shares of Common Stock evidenced by this certificate have
                  been issued under the Tel-Com Wireless Cable TV Corporation

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<PAGE>

                  1995 Stock Option Plan (the "Plan") and are subject to the
                  terms and provisions of such Plan.

                  These shares have not been registered under the Securities Act
                  of 1933, as amended (the "Act"), the Florida Securities and
                  Investor Protection Act or any other state securities laws,
                  and, therefore, cannot be sold unless they are subsequently
                  registered under the Act and any applicable state securities
                  laws or an exemption from registration is available.

                  These shares are subject to a repurchase agreement and right
                  of first refusal as set forth in the Stock Option Agreement
                  dated __________________, by and between the shareholder and
                  Tel-Com Wireless Cable TV Corporation, and any sale, transfer,
                  gift, pledge, or encumbrance of these shares is subject to
                  this repurchase agreement and right of first refusal."

         12. CHANGES IN CAPITAL STRUCTURE OF COMPANY. In the event of a capital
adjustment resulting from a stock dividend, stock split, reclassification,
recapitalization, or by reason of a merger, consolidation, or other
reorganization in which the Company is the surviving corporation, the Board of
Directors shall make such adjustment, if any, as it may deem appropriate in the
number and kind of shares authorized by this Plan, or in the number, option
price and kind of shares covered by the Options granted. The Company shall give
notice of any adjustment to each Optionee and such adjustment shall be deemed
conclusive. The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Board of Directors, and
any such adjustment may provide for the elimination of fractional shares.

         13. REORGANIZATION. DISSOLUTION OR LIQUIDATION. In the event of the
dissolution or liquidation of the Company, or any merger or combination
involving the Company, in which the Company is not a surviving corporation, or a
transfer by the Company of substantially all of its assets or property to
another corporation, or in the event any other corporation acquires control of
the Company in a reorganization within the meaning of Section 368(a) of the
Code, all outstanding Options shall thereupon terminate, unless such Options are
assumed or substitutes therefor are issued (within the meaning of Section 425(a)
of the Code) by the surviving or acquiring corporation in any such merger,
combination or other reorganization. Notwithstanding the previous sentence, the
Company shall give at least fifteen (15) days written notice of such transaction
to holders of unexercised Options prior to the effective date of such merger,
combination, reorganization, dissolution or liquidation. The Board of Directors,
in its sole discretion, may elect to accelerate the vesting schedules of all
Options previously issued upon such notice, and the holders thereof may, in such
event, exercise such Options prior to such effective date, notwithstanding any
time limitation previously placed on the exercise of such Options.

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         14. OPTION TO REPURCHASE; RIGHT OF FIRST REFUSAL.

                  (a) COMPANY'S OPTION. Any Stock purchased pursuant to this
Plan shall be subject to an option to repurchase such Stock by the Company until
the Company becomes publicly held. Such option may be exercised by the Company
during said period only in the event of the Optionee's voluntary termination of
employment or the involuntary termination of employment of the Optionee (except
in the event of a sale or liquidation of the Company in an acquisition), or in
the event of the resignation or removal of the Optionee from the Board of
Directors of the Company or any Parent, Subsidiary or successor thereof, or in
the event of the Optionee's death (the "Terminating Events"). The Company must
elect to exercise the option to repurchase within sixty (60) days following a
Terminating Event, otherwise such option shall expire. In order to exercise the
option, the Company must notify the Optionee of its intent to exercise its
option by mailing a notice to the Optionee or the representative of the
Optionee's estate at the last address contained in the Company's files for such
Optionee. Such notice shall state that the Company intends to exercise its
option and shall state the purchase price per share which will be paid by the
Company and the date on which such option will be exercised, which date will not
be earlier than ten (10) days following the date of mailing said notice nor
later than sixty (60) days following the date of the Terminating Event (the
"Termination Date"). Such purchase price shall be the fair market value of the
Stock as determined by the Board of Directors as of the Termination Date. The
purchase price shall be evidenced by a promissory note, bearing interest at the
applicable federal rate under Section 1274(d) of the Code, which note may be
paid in full at any time without penalty. Payments on said note shall be made in
three (3) equal annual installments commencing six (6) months after the
Termination Date.

                  (b) RIGHT OF FIRST REFUSAL. Until the Company becomes publicly
held, the Company will have the irrevocable right, privilege, and option to
purchase any Stock purchased by the Optionee pursuant to an Option at any time
when the Optionee or any subsequent holder of said Stock ("Holder") receives a
bona fide offer to purchase part or all of said Stock by any other party, which
offer is acceptable to such Optionee or Holder, at the same price and upon the
same terms as such other party offers for the Stock or at fair market value of
the Stock as determined by the Board of Directors, whichever price is lower. If
the Optionee or Holder objects to the fair market value set by the Board of
Directors, the Optionee has the right to have the Stock appraised by a
qualified, independent appraiser with the cost of such appraisal to be paid by
the Optionee or Holder. After such appraisal, the Company shall have the option
to purchase the Stock on the terms of the bona fide offer or the appraisal,
whichever is less. The Optionee or Holder will, upon receipt of such an offer,
notify the Board of Directors of such offer and provide the Board with a copy of
the written offer signed by the offeror, and the Company will then be allowed
thirty (30) days from the date the Board of Directors receives such notice, not
counting the day of receiving the same, within which to notify the Optionee or
Holder of the Company's intention to exercise this option. Thereafter, the
Company shall enter into an agreement in writing with the Optionee or Holder
within fifteen (15) days to effectuate the purchase. Payment shall be deemed to
have been made by the Company, its successor or assignee, upon the deposit of a
check for the full purchase price in the U.S. Mail, addressed to the Optionee at
the Optionee's last known address. No Optionee or Holder may sell Stock to any
other party until he has conformed to the requirements of this paragraph 14 and
the Company has failed or refused to exercise its option. This right of first
refusal will continue until the Company becomes publicly held. As used in this
paragraph 14, "Optionee" shall include the executor or


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<PAGE>

administrator of the estate of the Optionee or the person to whom the Stock
shall pass by will or by the laws of descent and distribution.

                  (c) DELIVERY OF STOCK CERTIFICATES. Upon receipt of any
notice, pursuant to paragraphs 14(a) or 14(b) hereof from the Company, the
Optionee shall deliver the certificates representing such shares of Stock to the
Company within ten (10) days from the date of such notice, along with a properly
executed stock power authorizing the Company to transfer said shares to the
Company, its successor or assignee.

         15. ESCROW. In order to enforce the restrictions imposed upon shares
under this Plan, the Board of Directors or Stock Option Plan Committee may
require any Optionee to enter into an Escrow Agreement providing that the
certificates representing shares issued pursuant to this Plan shall remain in
the physical custody of an escrow holder until any or all of such restrictions
have terminated.

         16. APPLICATION OF FUNDS. All proceeds received by the Company from the
exercise of Options shall be paid into its treasury and such proceeds shall be
used for general corporate purposes.

         17. OPTIONEE'S RIGHTS AS A HOLDER OF SHARES.

                  (a) PRIOR TO EXERCISE. No Optionee or his legal
representatives, legatees or distributees, as the case may be, will be, or will
be deemed to be, a holder of any share of Stock subject to an Option unless and
until stock certificates representing such shares of Stock are issued to such
person or persons pursuant to the terms of this Plan. Except as otherwise
provided in paragraph 12 of this Plan, no adjustment shall be made for dividends
or other rights for which the record date occurs prior to the date such stock
certificate is issued.

                  (b) DIVIDENDS. Purchasers of Stock pursuant to this Plan will
be entitled, after issuance of their stock certificates, to any dividends that
may be declared and paid on the shares of Stock registered in their names. A
stock certificate representing dividends declared and paid in shares of Stock
shall be issued and delivered to the purchaser after such shares have been
registered in the purchaser's name. Such stock certificate shall bear the
legends set forth above and shall be subject to the provisions of this Plan, the
Option Agreement and any escrow arrangement.

                  (c) VOTING RIGHTS. Purchasers of shares of the Stock shall be
entitled to receive all notices of meetings and exercise all voting rights of a
shareholder with respect to the shares of Stock purchased.

         18. AMENDMENT AND TERMINATION OF THE PLAN.

                  (a) DISCRETION OF THE BOARD OF DIRECTORS. The Board of
Directors may amend or terminate this Plan at any time; provided, however, that
(i) any such amendment or termination shall not adversely affect the rights of
Optionees who were granted Options prior thereto, (ii) any such amendment shall
not result in a "modification" of any Option within the meaning of Section
425(h) of the Code, and (iii) any amendment which increases the total


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number of shares of Stock covered by this Plan or changes the definition of
Eligible Employee shall be subject to obtaining the approval of the Company's
shareholders.

                  (b) AUTOMATIC TERMINATION. This Plan shall terminate ten (10)
years after its approval by the shareholders of the Company or its adoption by
the Board of Directors, whichever is earlier, unless the Board of Directors
shall, in its discretion, elect to terminate this Plan at an earlier date.
Options may be granted under this Plan at any time and from time to time prior
to termination of the Plan under this subparagraph 18(b). Any Option outstanding
at the time the Plan is terminated under this subparagraph 18(b) shall remain in
effect until the Option is exercised or expires.

         19. MISCELLANEOUS.

                  (a) NOTICES. All notices and elections by an Optionee shall be
in writing and delivered in person or by mail to the President or Treasurer of
the Company at the principal office of the Company.

                  (b) EFFECTIVE DATE OF THE PLAN. The effective date of this
Plan shall be the earlier of the date on which the Board adopts the Plan, or the
date of its approval by the shareholders of the Company.

                  (c) EMPLOYMENT. Nothing in the Plan or in any Option granted
hereunder, or in any Stock Option Agreement relating thereto shall confer upon
any employee of the Company or any Subsidiary, or any successor thereof, the
right to continue in the employ of the Company or any Subsidiary.

                  (d) PLAN BINDING. The Plan shall be binding upon the
successors and assigns of the Company.

                  (e) GENDER. Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.

                  (f) HEADINGS. Captioned headings of paragraphs and
subparagraphs hereof are inserted for convenience and reference, and constitute
no part of the Plan.

                  (g) APPLICABLE LAW. The validity, interpretation and
enforcement of this Plan are governed in all respects by the laws of the State
of Florida and the United States of America.

         Adopted by the Board of Directors on JANUARY 18, 1995.

         Adopted by the Shareholders on JANUARY 18, 1995.

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