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                                                                  EXHIBIT 10.8


                              MOREDIRECT.COM, INC.
                             1999 STOCK OPTION PLAN

1.       ESTABLISHMENT, EFFECTIVE DATE AND TERM

         MoreDirect.com, Inc., a Florida corporation (the "Company"), hereby
establishes the "MoreDirect.com, Inc. 1999 Stock Option Plan" (the "Plan"). The
effective date of the Plan shall be October 11, 1999, (the "Effective Date"),
which is the date that the Plan was approved and adopted by the Board of
Directors and Shareholders of the Company (the "Board"). Unless earlier
terminated pursuant to Section 17 hereof, the Plan shall terminate on October
11, 2009.

2.       PURPOSE

         The purpose of the Plan is to advance the interests of the Company by
providing Eligible Individuals (as defined in Section 6 below) with an
opportunity to acquire or increase a proprietary interest in the Company, which
will thereby 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 or maintain their relationship with 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 stock option which is not intended to meet the
requirements of Section 422 of the Code; PROVIDED, HOWEVER, that Incentive Stock
Options may only be granted to employees of the Company, any "subsidiary
corporation" as defined in Section 424 of the Code (a "Subsidiary") or any
"parent corporation" as defined in Section 424 of the Code (a "Parent"). In the
absence of any designation, Options granted under the Plan will be deemed to be
non-qualified stock 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 stock options
automatically on the date of such failure to continue to meet such requirements
without further action by the Board.


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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 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 Articles 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, conclusive and
binding on all Optionees.

         (b) COMMITTEE. The Board may, in its discretion, from time to time
appoint a Compensation Committee and/or Stock Option Committee (each of which is
referred to as 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 Parent or 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 Articles 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 Articles of Incorporation and By-Laws and 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, conclusive and
binding on all Optionees.



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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 one million
(1,000,000) 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 (i) any employee or director
of the Company or any Parent or Subsidiary, and (ii) any independent contractor,
consultant or sales representative performing services for the Company or any
Parent or Subsidiary as determined by the Board from time to time on the basis
of their importance to the business of the Company (collectively, "Eligible
Individuals"), PROVIDED, HOWEVER, that Incentive Stock Options may only be
granted to employees of the Company or any Parent or Subsidiary. An individual
may hold more than one Option, subject to such restrictions as are provided
herein.

7.       GRANT OF OPTIONS

         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.

8.       LIMITATION ON INCENTIVE STOCK OPTIONS

         (a) TEN PERCENT SHAREHOLDER. 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 ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Parent or Subsidiary, unless (i) the
purchase price for each share of Common Stock subject to such Incentive Stock
Option is at least one hundred and ten percent (110%) 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.



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         (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 Parent or
Subsidiary) shall not exceed $100,000. 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 Options issued subsequently in the same calendar
year, shall be treated as a non-qualified stock 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 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"), which shall be executed by the Company and by
the Optionee, in such form or forms and containing such terms and conditions not
inconsistent with the terms of the Plan 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 Section 8(a) above, shall be not
less than one hundred percent (100%) 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.

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 ten (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.




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

         (b)      VESTING.

                  (i) INCENTIVE STOCK OPTIONS. Subject to the provisions of
         Section 12(a) and Section 14 hereof, each Agreement will specify the
         vesting schedule applicable to Incentive Stock Options. The Board may
         in its discretion provide that any vesting requirement or other such
         limitation on the exercise of an Incentive Stock 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
         Incentive Stock Option, so as to accelerate the time at which the
         Incentive Stock Option may be exercised.

                  (ii) NON-QUALIFIED STOCK OPTIONS. Subject to the provisions of
         Section 12(a) and Section 14 hereof, each Agreement will specify the
         vesting schedule applicable to non-qualified stock options. The Board
         may in its discretion provide that any vesting requirement or other
         such limitation on the exercise of a non-qualified stock 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
         non-qualified stock option, so as to accelerate the time at which the
         non-qualified stock option may be exercised.

         (c) CHANGE IN CONTROL. In the event of a Change in Control (as defined
below), the Board may, in its sole and absolute discretion, provide on a case by
case basis that (a) immediately prior to the effective date of the transactions
giving rise to a Change in Control, the vesting of some or all of the
outstanding Options issued pursuant to an Option Agreement may be accelerated so
that each such Option shall become exercisable without regard to any limitation
on exercise imposed pursuant to the Option Agreement or this Plan, and/or (b)
upon the consummation of the transactions giving rise to the Change in Control,
all outstanding Options under the Plan shall, to the extent not previously
exercised or assumed by the successor corporation or its parent company,
terminate and cease to be outstanding. For purposes of the Plan, a "Change in
Control" shall mean (i) a reorganization, merger, consolidation or other form of
corporate transaction or series of transactions, in each case, with respect to
which persons who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter, own more than fifty percent (50%) of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated company"s then outstanding voting securities, (ii) a
liquidation or dissolution of the Company, (iii) the sale, lease, exchange or
other disposition of all or substantially all of the assets of the Company, or
(iv) the acquisition by any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, who prior to such time
owned less than fifty percent (50%) of the combined voting power entitled to



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vote generally in the election of directors, of additional voting power in one
or more transactions, or series of transactions, such that following such
transaction or transactions, such person or group and affiliates beneficially
own fifty percent (50%) or more of the combined voting power entitled to vote
generally in the election of directors. 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.

         (d) INITIAL PUBLIC OFFERING. In the event of an Initial Public Offering
of the Company"s Common Stock (as defined below), the Board may, in its sole and
absolute discretion, provide on a case by case basis that some or all
outstanding Options pursuant to an Option Agreement may become immediately
exercisable, without regard to any limitation on exercise imposed pursuant to
this Plan. For purposes of this Plan, the Company shall be deemed to have
completed an "Initial Public Offering" if there is a closing of an underwritten
public offering by the Company pursuant to a registration statement filed and
declared effective under the Securities Act of 1933, as amended, covering the
offer and sale of the Company's Common Stock for the account of the Company.

12.      LIMITATIONS ON EXERCISE, MANNER OF EXERCISE AND PAYMENT

         (a) LIMITATIONS ON EXERCISE. Notwithstanding anything to the contrary
contained in this Plan or in any Option Agreement, no Option shall be
exercisable until the earliest to occur of the following: (a) the Company
completes an Initial Public Offering, (b) there is a Change in Control of the
Company, or (c) five (5) years from the date such Option was granted.

         (b) MANNER OF 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 person designated by the Company from
time to time as 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 be exercised, in whole or in part, at any time
shall be the lesser of one hundred (100) shares or the maximum number of shares
available for purchase under the Option at the time of exercise.

         (c) 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



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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.

         (d) 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 shareholder 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.

         (e) EXECUTION OF SHAREHOLDERS" AGREEMENT AS CONDITION TO EXERCISE OF
OPTION. In the event that the Optionee shall desire to exercise all or any
portion of an Option prior to the date on which the Company shall have completed
an Initial Public Offering, the Optionee shall, as a condition precedent to such
Optionee"s right to exercise an Option, execute and deliver a copy of a
shareholders" agreement containing such terms and conditions as may be specified
by the Board from time to time in its sole and absolute discretion, which may
provide, among other things, for restrictions on transfer and voting of Option
Shares and provisions governing the management and control of the Company.

13.      TRANSFERABILITY OF OPTIONS

         (a) INCENTIVE STOCK OPTIONS. No Incentive Stock 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.

         (b) NON-QUALIFIED STOCK OPTIONS. Unless otherwise permitted by the
Board in its sole and absolute discretion, no non-qualified stock 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.



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14.      TERMINATION OF EMPLOYMENT, DEATH, DISABILITY OR BREACH OF RESTRICTIVE
         COVENANTS

         (a) GENERAL. If an Optionee"s employment with or service as a director
of or independent contractor, consultant or sales representative to the Company
or any Parent or Subsidiary terminates for any reason other than Cause (as
defined below), death or "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) of such Optionee, Options granted to the Optionee
will expire thirty (30) days following the last day of the Optionee"s employment
with or service as a director of or independent contractor, consultant or sales
representative to the Company or any Parent or Subsidiary, or, if earlier, the
date specified in the Option Agreement. Except as may otherwise be provided in
any Option Agreement, Options will be exercisable only to the extent they are
exercisable on the date the Optionee's employment with or service as a director
of or independent contractor, consultant or sales representative to the Company
or any Parent or Subsidiary terminates.

         (b) CAUSE. Notwithstanding any provisions set forth in this Plan, if
the Company or any Parent or Subsidiary terminates an Optionee"s employment with
or service as a director of or independent contractor, consultant or sales
representative to the Company or any Parent or Subsidiary for Cause (as defined
below), all Options 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 Options. For purposes of the Plan, "Cause" means (i) failure or refusal
of the Optionee to perform the duties and responsibilities that the Company or
any Parent or Subsidiary requires to be performed by him, (ii) gross negligence
or willful misconduct by the Optionee in the performance of his duties, (iii)
commission by the Optionee of an act of dishonesty affecting the Company or any
Parent or Subsidiary, or the commission of an act constituting common law fraud
or a felony, or (iv) the Optionee"s commission of an act (other than the good
faith exercise of his business judgment in the exercise of his responsibilities)
resulting in material damages to the Company or any Parent or Subsidiary.
Notwithstanding the above, if an Optionee shall have entered into an employment,
independent contractor, consulting, sales representative or other agreement with
the Company or any Parent or Subsidiary which defines the term "Cause" for
purposes of such agreement,"Cause" for purposes of this Plan shall be defined
pursuant to the definition in such agreement rather than the definition set
forth above. The Board shall determine whether Cause exists for purposes of this
Plan and such determination shall be final, conclusive and binding on the
Optionees.

         (c) DEATH. If an Optionee dies while serving as an employee or director
of or independent contractor, consultant or sales representative to the Company
or any Parent or Subsidiary, all Options exercisable on the date of the
Optionee"s death shall remain exercisable by the executors or administrators or
legatees or distributees of such Optionee's estate at any time within one (1)
year after the date of such Optionee's death, or if earlier, the date specified
in the Option Agreement pursuant to Section 11(a) above, to exercise such
Options in whole or in part.



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         (d) DISABILITY. If an Optionee's employment with or service as a
director of or independent contractor, consultant or sales representative to the
Company or any Parent or Subsidiary is terminated by reason of the "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code) of
such Optionee, then all Options exercisable on the date of the termination of
the Optionee's employment or service shall remain exercisable by Optionee at any
time within one (1) year after such termination of employment or service, or if
earlier, the date specified in the Option Agreement pursuant to Section 11(a)
above, to exercise such Options in whole or in part. Whether a termination of
employment or 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, conclusive and binding on the Optionees.

15.      USE OF PROCEEDS

         The proceeds received by the Company from the sale of Common Stock upon
exercise of 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 upon exercise of 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, conclusive and binding on the Optionees. 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
his or her 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 all or any portion 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 the discretion of the Board, that the




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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 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, compensation, fees or
other amounts 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 Florida.

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 shareholders 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 Articles 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.




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18.      EFFECT OF CHANGES IN CAPITALIZATION

         (a) RECAPITALIZATION. Subject to Section 11(c) above, 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 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. Subject to Section 11(c) above, 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, conclusive and binding on the Optionees. 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.




                                      -11-
<PAGE>   12


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 an employee or director of or an independent
contractor, consultant or sales representative to the Company or any Parent or
Subsidiary or to interfere in any way with the right and authority of the
Company or any Parent or Subsidiary either to increase or decrease the
compensation of any individual, including any Option holder, at any time, or to
terminate his employment with or service as a director of or independent
contractor, consultant or sales representative to the Company or any Parent or
Subsidiary or to terminate any other relationship between any individual and the
Company or any Parent or Subsidiary. A holder of an Option shall not be deemed
for any purpose to be a Shareholder 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 and
addressed to the attention of the person designated by the Company from time to
time as the Stock Option Administrator, and if to the holder of an Option, to
the address as appearing on the records of the Company.



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