INVICTA GROUP INC.

                          2002 EQUITY COMPENSATION PLAN

The purpose of the INVICTA GROUP INC. 2002 Equity Compensation Plan (the "Plan")
is to provide (i) designated employees of Invicta Group Inc. (the "Company") and
its subsidiaries, (ii) certain Key Advisors (as defined in Section 4(a)) who
perform services for the Company or its subsidiaries and (iii) non-employee
members of the Board of Directors of the Company (the "Board") with the
opportunity to receive grants of incentive stock options, nonqualified stock
options and restricted stock. The Company believes that the Plan will encourage
the participants to contribute materially to the growth of the Company, thereby
benefiting the Company's shareholders, and will align the economic interests of
the participants with those of the shareholders.

     1.     Administration
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     (a)     Committee.  The Plan shall be administered and interpreted by the
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Board of Directors or a committee appointed by the Board (the Board of Directors
in such capacity or any committee appointed by the Board of Directors is
referred to hereafter as the "Committee").  The Committee as appointed by the
Board shall consist of two or more persons appointed by the Board, all of whom
may or may not be "outside directors" as defined under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") and related Treasury
regulations and may be "non-employee directors" as defined under Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     (b)     Committee Authority.  The Committee shall have the sole authority
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to (i) determine the individuals to whom grants shall be made under the Plan,
(ii) determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability and (iv) deal
with any other matters arising under the Plan.

     (c)     Committee Determinations. The Committee shall have full power and
             ------------------------
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder. All powers of the
Committee shall be executed in its sole discretion, in the best interest of the
Company, not as a fiduciary, and in keeping with the objectives of the Plan and
need not be uniform as to similarly situated individuals.


<PAGE>
     2.     Grants.      Awards under the Plan may consist of grants of
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incentive stock options as described in Section 5 ("Incentive Stock Options"),
nonqualified stock options as described in Section 5 ("Nonqualified Stock
Options" and, together with Incentive Stock Options, "Options"), and restricted
stock as described in Section 6 ("Restricted Stock") (hereinafter collectively
referred to as "Grants").  All Grants shall be subject to the terms and
conditions set forth herein and to such other terms and conditions as the
Committee deems appropriate and as are specified in writing by the Committee to
the individual in a grant instrument (the "Grant Instrument") or an amendment to
the Grant Instrument.  In the event there is an inconsistency between the terms
of the Grant Instrument and the terms of the Plan, the terms of the Grant
Instrument shall govern.  The Committee shall approve the form and provisions of
each Grant Instrument. Grants under a particular Section of the Plan need not be
uniform as among the grantees.

     3.     Shares Subject to the Plan
            --------------------------

     (a)     Shares Authorized. Subject to the adjustment specified below, the
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aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 5,000,000 shares. The maximum
aggregate number of shares of Company Stock that shall be subject to Grants made
under the Plan to any individual during any calendar year shall be as determined
by the Committee ("Award Limit"). The shares may be authorized but unissued
shares of Company Stock or reacquired shares of Company Stock, including shares
purchased by the Company on the open market for purposes of the Plan. If and to
the extent Options granted under the Plan terminate, expire, or are canceled,
forfeited, exchanged or surrendered without having been exercised, or if any
shares of Restricted Stock are forfeited, the shares subject to such Grants
shall again be available for purposes of the Plan.  However, to the extent
Section 162(m) of the Code requires, such shares continue to be counted against
the Award Limit.

     (b)     Adjustments.  If there is any change in the number or kind of
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shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Grants, the kind of shares issued under the
Plan, and the price per share or the applicable market value of such Grants
shall be appropriately adjusted by the Committee to reflect any increase or
decrease in the number of, or change in the kind or value of, issued shares of
Company Stock to preclude, to the extent practicable, the enlargement or
dilution of rights and benefits under such Grants; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated. Any
adjustments determined by the Committee shall be final, binding and conclusive.


<PAGE>

     With respect to Options which are granted to participants, the compensation
of whom could be subject to limitation under Section 162(m) of the Code and
which are intended to qualify as performance-based compensation under Section
162(m)(4)(C), no adjustment or action described in this Section 3(b) or in any
other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause the option to fail to qualify under Section
162(m)(4)(C), or any successor provisions thereto.  Furthermore, no adjustment
or action shall be authorized to the extent the adjustment or action would
result in short-swing profits liability under Section 16 or violate the
exemptive conditions of Rule 16b-3 unless the Committee determines that the
Option or other award is not to comply with such exemptive conditions.  The
number of shares of Company Stock subject to any Option shall always be rounded
to the next whole number.

     4.     Eligibility for Participation     Eligibility for Participation.
            -----------------------------     -----------------------------

     (a)     Eligible Persons.  All employees of the Company and its
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subsidiaries ("Employees"), including Employees who are officers or members of
the Board, and members of the Board who are not Employees ("Non-Employee
Directors") shall be eligible to participate in the Plan. Key advisors and
consultants who perform services to the Company or any of its subsidiaries ("Key
Advisors") shall be eligible to participate in the Plan if the Key Advisors
render bona fide services and such services are not in connection with the offer
or sale of securities in a capital-raising transaction.

     (b)     Selection of Grantees. The Committee shall select the Employees,
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Non-Employee Directors and Key Advisors to receive Grants and shall determine
the number of shares of Company Stock subject to a particular Grant in such
manner as the Committee determines. Employees, Key Advisors and Non-Employee
Directors who receive Grants under this Plan shall hereinafter be referred to as
"Grantees."

     5.     Granting of Options      The following terms
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shall apply to the grant of Options, unless otherwise specified in the Grant
Instrument:

     (a)     Number of Shares. The Committee shall determine the number of
             ----------------
shares of Company Stock that will be subject to each Grant of Options to
Employees, Non-Employee Directors and Key Advisors.

     (b)     Type of Option and Price.
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     (i)     The Committee may grant Incentive Stock Options that are intended
to qualify as "incentive stock options" within the meaning of Section 422 of the
Code or Nonqualified Stock Options that are not intended to so qualify or any
combination of Incentive Stock Options and Nonqualified Stock Options, all in
accordance with the terms and conditions set forth herein. Incentive Stock
Options may be granted only to Employees. Nonqualified Stock Options may be
granted to Employees, Non-Employee Directors and Key Advisors.


<PAGE>
     (ii)     The purchase price (the "Exercise Price") of Company Stock subject
to an Option shall be determined by the Committee and may be equal to, greater
than, or less than the Fair Market Value (as defined below) of a share of
Company Stock on the date the Option is granted, provided, however, that (A) the
Exercise Price of an Incentive Stock Option shall be equal to, or greater than,
the Fair Market Value of a share of Company Stock on the date the Incentive
Stock Option is granted; (B) an Incentive Stock Option may not be granted to an
Employee who, at the time of grant, owns stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the Company or any
parent or subsidiary of the Company, unless the Exercise Price per share is not
less than 110% of the Fair Market Value of Company Stock on the date of grant;
(C) in the case of an option intended to qualify as performance based
compensation (as described in Section 162(m)(4)(c) of the Code), the Exercise
Price shall not be less than 100% of the Fair Market Value of Company Stock on
the date of grant; and (D) in the case of Nonqualified Stock Options granted to
non-employee directors, the Exercise Price shall equal 100% of the Fair Market
Value of Company Stock on the date of grant.

     (iii)     If the Company Stock is publicly traded, then the Fair Market
Value per share shall be determined as follows: (x) if the principal trading
market for the Company Stock is a national securities exchange or the Nasdaq
National Market, the last reported sale price thereof on the relevant date or
(if there were no trades on that date) the latest preceding date upon which a
sale was reported, or (y) if the Company Stock is not principally traded on such
exchange or market, the mean between the last reported "bid" and "asked" prices
of Company Stock on the relevant date, as reported on Nasdaq or, if not so
reported, as reported by the National Daily Quotation Bureau, Inc. or as
reported in a customary financial reporting service, as applicable and as the
Committee determines. If the Company Stock is not publicly traded or, if
publicly traded, is not subject to reported transactions or "bid" or "asked"
quotations as set forth above, the Fair Market Value per share shall be as
determined by the Committee.

     (c)     Option Term. The Committee shall determine the term of each Option.
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The term of any Option shall not exceed ten years from the date of grant.
However, an Incentive Stock Option that is granted to an Employee who, at the
time of grant, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company, or any parent or subsidiary
of the Company, may not have a term that exceeds five years from the date of
grant.

     (d)     Vesting and Exercisability of Options.  Options shall vest and
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become exercisable in accordance with such terms and conditions, consistent with
the Plan, as may be determined by the Committee and specified in the Grant
Instrument or an amendment to the Grant Instrument. The Committee may accelerate
the vesting and/or exercisability of any or all outstanding Options at any time
for any reason.  Options may, at the discretion of the Committee, be exercised
prior to vesting, provided that the optionee grants the Company a right to
repurchase any unvested shares at the exercise price upon termination of the
optionee's service to the Company.

     (e)     Termination of Employment, Disability or Death.
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<PAGE>

     (i)     Except as provided below, an Option may only be exercised while the
Grantee is employed by or otherwise providing service to the Company as an
Employee, Key Advisor or member of the Board. In the event that a Grantee ceases
to be employed by the Company for any reason other than a "disability", or
"termination for cause", any Option which is otherwise exercisable by the
Grantee shall (i) in the event the Grantee executes, upon his/her termination,
the Company's standard confidentiality and non-disparagement agreement,
terminate ninety days after the date on which the Grantee ceases to be employed
by the Company; or otherwise (ii) in the event the Grantee refuses, upon his/her
termination, to execute the Company's standard confidentiality and
non-disparagement agreement, on the date on which the Grantee ceases to be
employed by the Company.  Notwithstanding the foregoing, an Option may never be
exercised after the date of expiration of the Option term. Any of the Grantee's
Options that are not otherwise exercisable as of the date on which the Grantee
ceases to be employed by the Company shall terminate as of such date.

     (ii)     In the event the Grantee ceases to be employed by the Company on
account of a "termination for cause" by the Company, any Option held by the
Grantee shall terminate on the date on which the Grantee ceases to be employed
by the Company. Any of the Grantee's Options which are not otherwise exercisable
as of the date on which the Grantee ceases to be employed by the Company shall
terminate as of such date.

     (iii)     In the event the Grantee ceases to be employed by the Company
because the Grantee is "disabled", any Option which is otherwise exercisable by
the Grantee shall terminate unless exercised within one year after the date on
which the Grantee ceases to be employed by the Company (or within such other
period of time as may be specified in a Grant Instrument), but in any event no
later than the date of expiration of the Option term. Any of the Grantee's
Options which are not otherwise exercisable as of the date on which the Grantee
ceases to be employed by the Company shall terminate as of such date.

     (iv)     If the Grantee dies while employed by the Company or within 90
days after the date on which the Grantee ceases to be employed on account of a
termination of employment specified in Section 5(e)(i) above (or within such
other period of time as may be specified in a Grant Instrument), any Option that
is otherwise exercisable by the Grantee shall terminate unless exercised within
one year after the date on which the Grantee ceases to be employed by the
Company (or within such other period of time as may be specified in a Grant
Instrument), but in any event no later than the date of expiration of the Option
term. Any of the Grantee's Options that are not otherwise exercisable as of the
date on which the Grantee ceases to be employed by the Company shall terminate
as of such date.

     (v)     For purposes of Sections 5(e) and 6:

     (A)     "Company," when used in the phrase "employed by the Company," shall
mean the Company and its parent and subsidiary corporations.

     (B)     "Employed by the Company" shall mean employment or service as an
Employee, Key Advisor or member of the Board (so that, for purposes of
exercising Options and satisfying conditions with respect to Restricted Stock, a
Grantee shall not be considered to have terminated employment or service until
the Grantee ceases to be an Employee, Key Advisor and member of the Board),
unless the Committee determines otherwise.

     (C)     "Disability" shall mean a Grantee's becoming disabled within the
meaning of Section 22(e)(3) of the Code or otherwise as defined in an employment
consultant or other agreement between the Company and the Grantee.


<PAGE>
     (D)     "Termination for cause" shall mean, except to the extent specified
otherwise by the Committee or otherwise as defined in an employment, consultant
or other agreement between the Company and the Grantee, a finding by the
Committee that the Grantee has breached his or her employment, service,
noncompetition, nonsolicitation or other similar contract with the Company, or
has been engaged in disloyalty to the Company, including, without limitation,
fraud, embezzlement, theft, commission of a felony or dishonesty in the course
of his or her employment or service, or has disclosed trade secrets or
confidential information of the Company to persons not entitled to receive such
information. A Grant Instrument may provide that in the event a Grantee's
employment is terminated for cause, in addition to the immediate termination of
all Grants, the Grantee shall automatically forfeit all shares underlying any
exercised portion of an Option, upon refund by the Company of the Exercise Price
paid by the Grantee for such shares, and any option gain realized by the Grantee
from exercising all or a portion of an Option within the two-year period prior
to the event shall be paid by the Grantee to the Company.

     (f)     Exercise of Options. A Grantee may exercise an Option that has
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become exercisable, in whole or in part, by delivering a notice of exercise to
the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an Option as specified by the Committee (x) in cash, (y) with
the approval of the Committee, by delivering shares of Company Stock owned by
the Grantee for the period necessary to avoid a charge to the Company's earnings
for financial reporting purposes (including Company Stock acquired in connection
with the exercise of an Option, subject to such restrictions as the Committee
deems appropriate) and having a Fair Market Value on the date of exercise equal
to the Exercise Price or (z) by such other method as the Committee may approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board. Shares of Company Stock used to
exercise an Option shall have been held by the Grantee for the requisite period
of time to avoid adverse accounting consequences to the Company with respect to
the Option. The Grantee shall pay the Exercise Price and the amount of any
withholding tax due (pursuant to Section 7) at the time of exercise.

     (g)     Limits on Incentive Stock Options.  Each Incentive Stock Option
             ---------------------------------
shall provide that, if the aggregate Fair Market Value of the stock on the date
of the grant with respect to which Incentive Stock Options are exercisable for
the first time by a Grantee during any calendar year, under the Plan or any
other stock option plan of the Company or a parent or subsidiary, exceeds
$100,000, then the option, as to the excess, shall be treated as a Nonqualified
Stock Option. An Incentive Stock Option shall not be granted to any person who
is not an Employee of the Company or a parent or subsidiary (within the meaning
of Section 424(f) of the Code).

     6.     Restricted Stock Grants    .  The Committee
            -----------------------
may issue or transfer shares of Company Stock to an Employee or Key Advisor
under a Grant of Restricted Stock, upon such terms as the Committee deems
appropriate. The following provisions are applicable to Restricted Stock, unless
otherwise provided for in the Grant Instrument:

     (a)     General Requirements.  Shares of Company Stock issued or
             --------------------
transferred pursuant to Restricted Stock Grants may be issued or transferred for
consideration or for no consideration, as determined by the Committee. The
Committee may establish conditions under which restrictions on shares of
Restricted Stock shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate. The period of time during which the
Restricted Stock will remain subject to restrictions will be designated in the
Grant Instrument as the "Restriction Period."


<PAGE>

     (b)     Number of Shares.  The Committee shall determine the number of
             ----------------
shares of Company Stock to be issued or transferred pursuant to a Restricted
Stock Grant and the restrictions applicable to such shares.

     (c)     Requirement of Employment.  If the Grantee ceases to be employed by
             -------------------------
the Company (as defined in Section 5(e)) during a period designated in the Grant
Instrument as the Restriction Period, or if other specified conditions are not
met, the Restricted Stock Grant shall terminate as to all shares covered by the
Grant as to which the restrictions have not lapsed, and those shares of Company
Stock must be immediately returned to the Company. The Committee may, however,
provide for complete or partial exceptions to this requirement as it deems
appropriate.

     (d)     Restrictions on Transfer and Legend on Stock Certificate.  During
             --------------------------------------------------------
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 8(a).  Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant.  The Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares subject to restrictions when all restrictions on
such shares have lapsed. The Committee may determine that the Company will not
issue certificates for shares of Restricted Stock until all restrictions on such
shares have lapsed, or that the Company will retain possession of certificates
for shares of Restricted Stock until all restrictions on such shares have
lapsed.

     (e)     Right to Vote and to Receive Dividends. Unless the Committee
             --------------------------------------
determines otherwise, during the Restriction Period, the Grantee shall have the
right to vote shares of Restricted Stock and to receive any dividends or other
distributions paid on such shares, subject to any restrictions deemed
appropriate by the Committee.

     (f)     Lapse of Restrictions. All restrictions imposed on Restricted Stock
             ---------------------
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Committee. The Committee may
determine, as to any or all Restricted Stock Grants, that the restrictions shall
lapse without regard to any Restriction Period.


<PAGE>
     (g)     Performance Based Compensation.  The Committee may grant Restricted
             ------------------------------
Stock to an employee covered under Section 162(m) of the Code that vests upon
the attainment of performance targets for the Company which are related to one
or more of the following performance goals:  (i) pre-tax income, (ii) operating
income, (iii) cash flow, (iv) earnings per share, (v) return on equity, (vi)
return on invested capital or assets and (vii) cost reductions or savings.  To
the extent necessary to comply with the performance-based compensation
requirements of Section 162(m)(4)(c) of the Code, with respect to Restricted
Stock which may be granted to one or more employees covered under Section 162(m)
of the Code, no later than ninety days following the commencement of any fiscal
year in question or any other designated fiscal period, the Committee shall, in
writing, (i) designate the employees covered under Section 162(m) of the Code,
(ii) select the performance goal or goals applicable to the fiscal year or other
designated fiscal period, (iii) establish the various targets and bonus amounts
which may be earned for such fiscal year or other designated fiscal period and
(iv) specify the relationship between performance goals and targets and the
amounts to be earned by each Section 162(m) participant for such fiscal year or
other designed fiscal period.  Following the completion of each fiscal year or
other designated fiscal period, the Committee shall certify in writing whether
the applicable performance target has been achieved for such fiscal year or
other designated fiscal period.  In determining the amount earned by a Section
162(m) participant, the Committee shall have the right to reduce (but not to
increase) the amount payable at a given level of performance to take into
account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the fiscal year or other
designed fiscal period.

     7.     Withholding of Taxes
            --------------------

     (a)     Required Withholding.  All Grants under the Plan shall be subject
             --------------------
to applicable federal (including FICA), state and local tax withholding
requirements. The Company shall have the right to deduct from all Grants paid in
cash, or from other wages paid to the Grantee, any federal, state or local taxes
required by law to be withheld with respect to such Grants. In the case of
Options and other Grants paid in Company Stock, the Company may require the
Grantee or other person receiving such shares to pay to the Company the amount
of any such taxes that the Company is required to withhold with respect to such
Grants, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants.

     (b)     Election to Withhold Shares.  If the Committee so permits, a
             ---------------------------
Grantee may elect to satisfy the Company's income tax withholding obligation
with respect to an Option or Restricted Stock paid in Company Stock by having
shares withheld up to an amount that does not exceed the Grantee's maximum
marginal tax rate for federal (including FICA), state and local tax liabilities.
The election must be in a form and manner prescribed by the Committee and shall
be subject to the prior approval of the Committee.

     8.     Transferability of Grants
            -------------------------

     (a)     Nontransferability of Grants. Except as provided below, only the
             ----------------------------
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
and then only if and to the extent permitted in any specific case by the
Committee, pursuant to a domestic relations order (as defined under the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended, or
the regulations thereunder). When a Grantee dies, the personal representative or
other person entitled to succeed to the rights of the Grantee ("Successor
Grantee") may exercise such rights. A Successor Grantee must furnish proof
satisfactory to the Company of his or her right to receive the Grant under the
Grantee's will or under the applicable laws of descent and distribution.

     (b)     Transfer of Nonqualified Stock Options. Notwithstanding the
             --------------------------------------
foregoing, the Committee may provide, in a Grant Instrument, that a Grantee may
transfer Nonqualified Stock Options to family members or other persons or
entities according to such terms as the Committee may determine; provided that
the Grantee receives no consideration for the transfer of an Option and the
transferred Option shall continue to be subject to the same terms and conditions
as were applicable to the Option immediately before the transfer.

     9.        Reorganization of the Company.
               -----------------------------


<PAGE>

     (a)     Reorganization.  As used herein, a "Change of Control" shall be
             --------------
deemed to have occurred upon the consummation of any of the following
transactions: (i) any merger or consolidation of the Company or other
transaction (other than sales of equity by the Company for the purpose of
raising cash for its own account) where the shareholders of the Company
immediately prior to such transaction will not beneficially own immediately
after such transaction shares entitling such shareholders to more than 50% of
all votes to which all shareholders of the surviving corporation would be
entitled in the election of directors (without consideration of the rights of
any class of stock to elect directors by a separate class vote); or (ii) the
sale or other disposition of all or substantially all of the assets of the
Company.

     (b)     Assumption of Grants. Upon a Change of Control where the Company is
             --------------------
not the surviving corporation (or survives only as a subsidiary of another
corporation), the Company shall provide that either (i) all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
or rights by, the surviving corporation, (ii) the Company or the surviving
company shall pay to each Grantee an amount equal to the product of (x) the
number of Options then vested and exercisable, multiplied by (ii) the Fair
Market Value per share less the Exercise Price per Option, or (iii) the
Committee may, in its sole discretion, accelerate the vesting of some or all of
the Grants.

     (c)     Notice and Acceleration. Upon a Change of Control, the Company
             -----------------------
shall provide each Grantee who has outstanding Grants with written notice of
such Change of Control.  The Committee may, in its sole discretion, provide in a
Grant Instrument that upon a Change of Control (i) all outstanding Options shall
automatically accelerate and become fully exercisable, and (ii) the restrictions
and conditions on all outstanding Restricted Stock shall immediately lapse.  If
the Committee does not provide such terms in the Grant Instrument, a Change of
Control will not impact a Grant.

     10.        Limitations on Issuance or Transfer of Shares. No Company
               ---------------------------------------------
Stock shall be issued or transferred in connection with any Grant hereunder
unless and until all legal requirements applicable to the issuance or transfer
of such Company Stock have been complied with to the satisfaction of the
Committee. The Committee shall have the right to condition any Grant made to any
Grantee hereunder on such Grantee's undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Company
Stock as the Committee shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company Stock issued or transferred under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be required by applicable laws, regulations and interpretations, including
any requirement that a legend be placed thereon.

     11.     Amendment and Termination of the Plan
             -------------------------------------

     (a)     Amendment.  The Board may amend or terminate the Plan at any time;
             ---------
provided, however, that the Board shall not amend the Plan without shareholder
approval if such approval is required by Section l62(m) of the Code.

     (b)     Termination of Plan.  The Plan shall terminate on the day
             -------------------
immediately preceding the tenth anniversary of its effective date, unless the
Plan is terminated earlier by the Board or is extended by the Board with the
approval of the shareholders.


<PAGE>
     (c)     Termination and Amendment of Outstanding Grants.  A termination or
             -----------------------------------------------
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents. The termination of
the Plan shall not impair the power and authority of the Committee with respect
to an outstanding Grant.  Whether or not the Plan has terminated, an outstanding
Grant may be terminated or amended in accordance with the Plan or, may be
amended by agreement of the Company and the Grantee consistent with the Plan.

     (d)     Governing Document. The Plan shall be the controlling document. No
             ------------------
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

     12.     Funding of the Plan1.      This Plan shall be
             ----------------------
unfunded. The Company shall not be required to establish any special or separate
fund or to make any other segregation of assets to assure the payment of any
Grants under this Plan. In no event shall interest be paid or accrued on any
Grant, including unpaid installments of Grants.

     13.     Rights of Participants    .  Nothing in this
             ----------------------
Plan shall entitle any Employee, Key Advisor or other person to any claim or
right to be granted a Grant under this Plan. Neither this Plan nor any action
taken hereunder shall be construed as giving any individual any rights to be
retained by or in the employ of the Company or any other employment rights.

     14.     No Fractional Shares.     .  No fractional
             --------------------
shares of Company Stock shall be issued or delivered pursuant to the Plan or any
Grant. The Committee shall determine whether cash, other awards or other
property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

     15.     Headings.      .  Section headings are for reference only.
             --------
In the event of a conflict between a title and the content of a Section, the
content of the Section shall control.

     16.     Effective Date of the Plan
             --------------------------

     (a)     Effective Date.  The Plan shall be effective on August 1, 2012.
             --------------

     (b)     Public Offering.  The provisions of the Plan that refer to a Public
             ---------------
Offering, or that refer to, or are applicable to persons subject to, Section 16
of the Exchange Act or Section 162(m) of the Code, shall be effective for so
long as such stock is so registered.

     17.     Miscellaneous
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<PAGE>
     (a)     Grants in Connection with Corporate Transactions and Otherwise.
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Nothing contained in this Plan shall be construed to (i) limit the right of the
Committee to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including Grants to employees thereof
who become Employees of the Company, or for other proper corporate purposes, or
(ii) limit the right of the Company to grant stock options or make other awards
outside of this Plan. Without limiting the foregoing, the Committee may make a
Grant to an employee of another corporation who becomes an Employee by reason of
a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation. The terms and conditions of the substitute grants may vary from the
terms and conditions required by the Plan and from those of the substituted
stock incentives. The Committee shall prescribe the provisions of the substitute
grants.

     (b)     Loans.  The Committee may, in its discretion, extend a loan in
             -----
connection with the exercise or receipt of a grant under this Plan.  The terms
and conditions of any such loan shall be set by the Committee.

     (c)     Compliance with Law.  The Plan, the exercise of Options and the
             -------------------
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.

     (d)     Governing Law. The validity, construction, interpretation and
             -------------
effect of the Plan and Grant Instruments issued under the Plan shall exclusively
be governed by and determined in accordance with the law of the State of
Florida, without regard to conflicts of laws principles.

/s/ Richard David Scott, COO
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Richard David Scott, COO