EXHIBIT 10.2

                     SUCCESS DEVELOPMENT INTERNATIONAL, INC.
                        INCENTIVE STOCK OPTION AGREEMENT

                                Grant Group No.1

                                           No. of Shares 125,000

      THIS AGREEMENT is effective as of the 1st day of April, 1997 between
Success Development International, Inc., a Florida corporation (the "Company"),
and __________, an employee of the COMPANY or one of its subsidiaries
("Optionee").

                                   WITNESSETH

      1. GRANT OF INCENTIVE STOCK OPTION. Pursuant to the provisions of Article
II of the Long Term Incentive Plan of Success Development International, Inc,
(the "Plan"), the Company hereby grants to Optionee, subject to the terms and
conditions of the Plan (the terms of which are hereby incorporated by
reference), the right and option (the "Incentive Stock Option") to purchase from
the Company one hundred twenty five thousand (125,000) shares of common stock of
the Company, par value $.001 (the "Common Stock"), subject to the terms and
conditions herein set forth and exercisable as hereinafter provided. This
Incentive Stock Option shall constitute an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

      2. TERMS AND CONDITIONS. The Incentive Stock Option evidenced hereby is
subject to the following terms and conditions:

            (a) PRICE. The purchase price per share is $0.21.

             (b) EXPIRATION DATE. The Incentive Stock Option shall expire 10
years after the date hereof March 31st, 2007.

          (C) EXERCISE OF OPTION. No part of the Incentive Stock Option may be
exercised, until the Optionee has remained in the employ of the Company or a
subsidiary of the Company as defined in the Plan(any such subsidiary, being
hereinafter called a "Subsidiary") for a period of two (2) years after the date
hereof or the Company completes a public offering.

      This Incentive Stock Option may be exercised thereafter, to the extent
excisable by its terms, in whole, or from time to time in part' at any time
prior to the expiration hereof in accordance with the exercise schedule set
forth below (the "Exercise Schedule"). Any exercise shall be accompanied by a
written notice to the Company specifying the number of shares as to which the
Incentive Option is being exercised.

      The Exercise Schedule for one hundred twenty five thousand (125,000)
shares of the Incentive Stock Option shall be as follows:

       GROSS REVENUE GOAL                  NUMBER OF SHARES FOR WHICH
                                           OPTIONS HAVE BEEN EARNED

$1,500,000 average gross income for any
3 consecutive calendar months                    25,000

$2,000,000 average gross income for any
3 consecutive calendar months                    25,000

$2,500,000 average gross income for any
3 consecutive calendar months                    25,000

$3,000,000 average gross income for any
3 consecutive calendar months                    25,000

$3,000,000 average gross income for any
3 consecutive calendar months prior to
January 1, 1999.                                 25,000


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      For the purposes of this Incentive Stock Option Agreement, the term "gross
income" shall include all the income, from any business entity that the company
is legally engaged in, received by the Company, its wholly owned subsidiaries,
and any corporation, partnership, limited liability company, joint venture or
other entity of which the Company owns 25% (twenty-five percent) or more as
recognized in a consolidated financial statement prepared according to Generally
Accepted Accounting Principles.

            (d) PAYMENT OF PURCHASE PRICE UPON EXERCISE. At the time of any
exercise, the full purchase price of the shares of Common Stock as to which this
Incentive Stock Option shall be exercised shall be paid to the Company in the
form of cash, Common Stock at fair market value, or any combination thereof. For
the purposes of this paragraph, "fair market value" of the Common Stock shall
have the meaning assigned thereto in the Plan.

            (e) EXERCISE UPON DEATH. DISABILITY OR TERMINATION OF EMPLOYMENT.

        (1) DEATH WHILE EMPLOYED. If Optionee shall die while an employee of the
Company or of a Subsidiary, this Incentive Stock Option may be fully exercised
by the person or persons to whom Optionee's rights under this Incentive Stock
Option shall pass by will or by applicable law, or if no such person has such
right, by Opts or administrators, at any time, or from time to time, within one
year from the date of Optionee's death.

       (2) DISABILITY OR NORMAL RETIREMENT. If Optionee's employment with the
Company or with a Subsidiary shall terminate because of Disability or Retirement
(each as defined in the Plan), Optionee may fully exercise this Incentive Stock
Option at any time, or from time to time, within one year from the date of such
termination of employment.

     (3) EARLY RETIREMENT. If Optionee's employment with the Company or with a
Subsidiary shall terminate because of early retirement within the meaning of the
Company's applicable retirement plan, Optionee may fully exercise this Incentive
Stock Option at any time, or from time to time, within one year from the date of
termination of employment, provided, however, that such exercise shall be
limited in the aggregate to the number of shares which Optionee was entitled to
purchase on the date of such retirement.

       (4) OTHER TERMINATION. If Optionee's employment with the Company or with
a Subsidiary shall terminate for any reason other than death, Disability or
Retirement as specified in clauses (1), (2), or (3) of this subparagraph (e),
Optionee may exercise this Incentive Stock Option, to the extent that Optionee
is entitled to do so at the date of termination of employment, at any time, or
from time to time, within three months from the date of such termination of
employment.

        (5) DEATH AFTER TERMINATION OF EMPLOYMENT. If Optionee shall die
following a termination of employment, this Incentive Stock Option may be
exercised, by the person or persons to whom Optionee's rights under this
Incentive Stock Option shall pass by will or by applicable law, or if no such
person has such right, by Optionee's executors or administrators, to the extent
and during the period that Optionee was entitled to do so.

       (6) EXPIRATION. Notwithstanding anything to the contrary in subparagraph
(C) of this Section 2, in no event shall Optionee or, on Optionee's death,
Optionee's successors exercise this Incentive Stock Option after the expiration
date specified in subparagraph (b) of this Section 2.

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      (f) NONTRANSFERABILITY. This Incentive Stock Option shall not be
assignable or transferable other than by will, the laws of descent and
distribution or a qualified domestic relations order ("QDRO") as defined by the
Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. During the lifetime of Optionee, this
Incentive Stock Option shall be exercisable only by Optionee or by the guardian
or legal representative of Optionee or pursuant to a QDRO.

       (g) ADJUSTMENTS. In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, rights offer, liquidation,
dissolution, merger, consolidation, spin-off or sale of assets, or of any other
change in or affecting the corporate structure or capitalization of the Company,
then in any such event the number and kind of shares subject to this Incentive
Stock Option and the purchase price per share shall be appropriately adjusted
pursuant to Section 5.2 of the Plan consistent with such change in such manner
as the Board may deem equitable to prevent substantial dilution or enlargement
of the rights granted to Optionee hereunder. Any adjustment so made shall be
final and binding upon Optionee.

     (h) NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to any shares subject to this Incentive Stock Option
prior to the date of issuance of a certificate or certificates for such shares.

      (I) NO RIGHT TO CONTINUED EMPLOYMENT. This Incentive Stock Option shall
not confer upon Optionee any right with respect to continuance of employment by
the Company or any Subsidiary of the Company, nor shall it interfere in any way
with the right of the employer to terminate Optionee's employment at any time.

     (j) COMPLIANCE WITH LAW AND REGULATIONS. The Company shall not be required
to deliver any certificates prior to (1) the listing of such shares on any stock
exchange on which the Common Stock may then be listed and (2) the completion of
any registration or qualification of such shares under any federal or state law,
or any rule or regulation of any governmental body which the Company shall, in
its sole discretion, determine to be necessary or advisable.

      (k) INCOME TAX WITHHOLDING. The parties hereto recognize that the Company
may be obligated to withhold federal, state or local income taxes and social
security taxes in connection with the exercise of the Incentive Stock Option or
in connection with the disposition of any shares of Common Stock acquired by
exercise of this Incentive Stock Option. Optionee agrees that the Company may
withhold amounts needed to cover such taxes from payments otherwise due and
owing to Optionee, and also agrees that upon demand Optionee will promptly pay
to the Company having such obligation any additional amounts as may be necessary
to satisfy such withholding tax obligation. Such payment shall be made in cash
or by certified check payable to the order of the Company.

      3. INVESTMENT REPRESENTATION. The Company may require Optionee to furnish
to the Company, prior to the issuance of any shares upon the exercise of all or
any part of this Incentive Stock Option, an agreement (in such form as the
Company may specify) in which Optionee represents that the shares of Common
Stock acquired upon exercise are being acquired for investment and not with a
view to the sale or distribution thereof. The recipient hereby acknowledges that
any shares issued pursuant to the exercise of the Option shall be restricted
securities within the meaning of Rule 144, promulgated under the Securities Act
of 1933, as amended (the "Act")or resales of such shares will be made only in
compliance with (I) the registration requirements of the Act, and any applicable
state securities laws; (ii) an exemption from the registration requirements of
the Act, and said state laws; or (iii) the provisions of Rule 144. In addition,
the Company shall place on such shares, as appropriate, a legend describing such
restrictions.

    4. OPTIONEE BOUND BY PLAN. Optionee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions thereof Except
as provided in Section 5 hereof, in the event any of the terms of this Agreement
are deemed to conflict with any of the terms of the Plan, the terms of the Plan
shall prevail.

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     5. ACCELERATION. Notwithstanding anything herein to the contrary, if a
Change in Control of the Company, as defined in the Plan, occurs, the date on
which this Incentive Stock Option may be exercised shall automatically, and
without further action by the Company, be accelerated to the date of such Change
in Control. Notwithstanding the foregoing, however, an event which would
otherwise be deemed a Change in Control under subsection (a) of Section 5.13 of
the Plan shall not be deemed a Change in Control hereunder and such event shall
not accelerate the exercisability of this Incentive Stock Option as provided in
this Section 5 and in the Plan.

      6. NOTICES. Any notice hereunder to the Company shall be addressed to it
at its office, 9799 Old St. Augustine Road, Jacksonville, Florida 32257,
Attention: Chief Executive Officer, and any notice hereunder to Optionee shall
be addressed to him or her at the address as set forth below optionee's
signature, subject to the right of either party to designate at any time
hereafter, in writing, some other address.

      7. COUNTERPARTS. This Agreement may be executed in two counterparts, each
of which shall constitute one and the same instrument.

      8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officer and Optionee has executed this
Agreement to be effective as of the day and year first above written.



                     SUCCESS DEVELOPMENT INTERNATIONAL, INC.

                              /s/ SHAWN M. CASEY
                                  Shawn M. Casey, Vice Chairman
 

                                 __________________________________________
                                 Optionee

                                 Address:__________________________________

                                         __________________________________ 


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