1994 STOCK OPTION PLAN
                                       of
                             LASERGATE SYSTEMS, INC.
                     (as amended through February 17, 1997)


                  1.  PURPOSES OF THE PLAN.  This stock option plan (the "Plan")
is designed to provide an incentive  to key  employees  (including  officers and
directors who are key employees), Outside Directors (as defined in Paragraph 19)
and  consultants  of  Lasergate  Systems,   Inc.,  a  Florida  corporation  (the
"Company"),  and its present and future subsidiary  corporations,  as defined in
Paragraph  19  ("Subsidiaries"),  and  to  offer  an  additional  inducement  in
obtaining the services of such  individuals.  The Plan provides for the grant of
"incentive  stock  options"  ("ISOs")  within the  meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"),  and nonqualified  stock
options ("NQSOs"),  but the Company makes no warranty as to the qualification of
any option as an "incentive stock option" under the Code.

                  2. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions  of
Paragraph 12, the aggregate number of shares of Common Stock, $.03 par value per
share,  of the Company  ("Common  Stock") for which options may be granted under
the Plan shall not exceed  4,000,000.  Such  shares of Common  Stock may, in the
discretion of the Board of Directors of the Company (the "Board of  Directors"),
consist either in whole or in part of authorized  but unissued  shares of Common
Stock or shares of Common Stock held in the treasury of the Company. The Company
shall at all times during the term of the Plan reserve and keep  available  such
number  of  shares  of  Common  Stock  as  will be  sufficient  to  satisfy  the
requirements of the Plan.  Subject to the provisions of Paragraph 13, any shares
of Common Stock subject to an option which for any reason expires,  is cancelled
or is terminated  unexercised  or which ceases for any reason to be  exercisable
shall again become available for the granting of options under the Plan.

                  3.  ADMINISTRATION  OF PLAN. The Plan shall be administered by
the Company's Board of Directors which, to the extent that it may determine, may
delegate  its  powers  with  respect  to the  administration  of the  Plan  to a
committee of the Board of Directors  (the  "Committee")  consisting  of not less
than two Directors,  each of whom shall be a "Non-Employee  Director" within the
meaning of Rule 16b-3 (or any successor  rule or regulation)  promulgated  under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). References
in the Plan to  determinations  or actions by the  Committee  shall be deemed to
include determinations and actions by the Board of Directors.

                  Subject to the express  provisions of the Plan,  the committee
shall have the  authority,  in its sole  discretion,  with  respect to  Employee
Options  (as  defined in  Paragraph  19) and  Consultant  Options (as defined in
Paragraph 19) to determine:  the key employees and consultants who shall receive
options;  the times when they shall receive options;  whether an Employee Option
shall be an ISO or a NQSO; the number of shares of Common Stock to be


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<PAGE>



subject to each  option;  the term of each  option;  the date each option  shall
become exercisable;  whether an option shall be exercisable in whole, in part or
in installments,  and, if in installments,  the number of shares of Common Stock
to be subject to each installment; whether the installments shall be cumulative;
the  date  each  installment  shall  become  exercisable  and  the  term of each
installment;  whether to  accelerate  the date of exercise  of any  installment;
whether  shares of Common Stock may be issued on exercise of an option as partly
paid and, if so, the dates when future  installments of the exercise price shall
become due and the  amounts of such  installments;  the  exercise  price of each
option; the form of payment of the exercise price; the amount, if any, necessary
to satisfy the Company's  obligation to withhold taxes; the fair market value of
a share of Common Stock;  whether to restrict the sale or other  disposition  of
the shares of Common Stock  acquired upon the exercise of an option and to waive
any such  restriction;  whether to subject the exercise of all or any portion of
an option to the fulfillment of  contingencies  as specified in the Contract (as
described  in  Paragraph  11),  including  without  limitations,   contingencies
relating to  entering  into a covenant  not to compete  with the Company and its
Parent and Subsidiaries,  to financial objectives for the Company, a Subsidiary,
a division,  a product  line or other  category,  and/or the period of continued
employment  of  the  optionee  with  the  Company  or its  Subsidiaries,  and to
determine whether such  contingencies  have been met; to construe the respective
Contracts and the Plan; with the consent of the optionee, to cancel or modify an
option,  provided  such option as modified  would be  permitted to be granted on
such date under the terms of the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; and to make all other determinations necessary
or advisable for administering the Plan. The  determinations of the Committee on
the matters  referred to in this Paragraph 3 shall be  conclusive.  No member or
former member of the Committee  shall be liable for any action or  determination
made in good faith with respect to the Plan or any option granted hereunder.

                  4. ELIGIBILITY; GRANTS. The Committee may, consistent with the
purposes of the Plan, grant Employee Options from time to time, to key employees
(including  officers and directors who are key employees) and Consultant Options
to consultants of the Company or any of its Subsidiaries.  Options granted shall
cover such  number of shares of Common  Stock as the  Committee  may  determine;
provided, however, that the maximum number of shares subject to Employee Options
that may be granted to any individual  during any calendar year shall not exceed
200,000 shares, and further provided that the aggregate market value (determined
at the time the option is granted)  of the shares of Common  Stock for which any
eligible  employee  may be granted  ISOs under the Plan or any other plan of the
Company,  or of a Parent or a Subsidiary of the Company,  which are  exercisable
for the first time by such  optionee  during any calendar  year shall not exceed
$100,000.  The  $100,000  ISO  limitation  shall be applied by taking  ISOs into
account in the order in which  they were  granted.  Any  option (or the  portion
thereof) granted in excess of such amount shall be treated as a NQSO.

                  5. EXERCISE PRICE.  The exercise price of the shares of Common
Stock under each Employee  Option and  Consultant  Option shall be determined by
the Committee; provided, however, that the exercise price of an ISO shall not be
less than 100% of the fair  market  value of the  Common  Stock  subject to such
option on the date of grant and the  exercise  price of a NQSO shall not be less
than 25% of the fair market value of the Common Stock subject to such


                                       -2-

<PAGE>



option on the date of grant; and further  provided,  that if, at the time an ISO
is granted,  the optionee owns (or is deemed to own under Section  424(d) of the
Code) stock  possessing  more than 10% of the total combined voting power of all
classes of stock of the Company,  of any of its Subsidiaries or of a Parent, the
exercise  price of such ISO shall not be less than 110% of the fair market value
of the Common Stock subject to such ISO on the date of grant. The exercise price
of each  Director  option  shall be equal to 85% of the fair market value of the
Common Stock subject to the option on the date of grant.

                  The fair  market  value of a share of Common  Stock on any day
shall  be (a) if the  principal  market  for  the  Common  Stock  is a  national
securities exchange, the average between the high and low sales prices per share
of  the  Common  Stock  on  such  day  as  reported  by  such  exchange  or on a
consolidated tape reflecting transactions on such exchange, (b) if the principal
market for the Common Stock is not a national securities exchange and the Common
Stock is quoted on the National  Association  of  Securities  Dealers  Automated
Quotations  System  ("NASDAQ"),  and (i) if actual  sales price  information  is
available with respect to the Common Stock, the average between the high and low
sales  prices  per share of the Common  Stock on such day on NASDAQ,  or (ii) if
such  information is not available,  the average between the highest bid and the
lowest asked  prices for the Common  Stock on such day on NASDAQ,  or (c) if the
principal market for the Common Stock is not a national  securities exchange and
the Common  Stock is not quoted on NASDAQ,  the average  between the highest bid
and lowest  asked  prices per share for the Common Stock on such day as reported
on  the  NASDAQ  OTC  Bulletin  Board  Service,   National   Quotation   Bureau,
Incorporated or a comparable service;  provided that if clauses (a), (b) and (c)
of this  Paragraph  are all  inapplicable,  or if no trades have been made or no
quotes are  available  for such day,  the fair market value of a share of Common
Stock  shall be  determined  by the  Committee  by any  method  consistent  with
applicable  regulations  adopted by the  Treasury  Department  relating to stock
options.

                  6. TERM. The term of each option granted  pursuant to the Plan
shall be such term as is established by the Committee,  in its sole  discretion,
at or before the time such option is granted;  provided,  however, that the term
of each ISO granted  pursuant to the Plan shall be for a period not exceeding 10
years from the date of grant  thereof,  and further,  provided,  that if, at the
time an ISO is granted,  the  optionee  owns (or is deemed to own under  Section
424(d) of the Code) stock  possessing more than 10% of the total combined voting
power of all classes of stock of the Company, of any of its Subsidiaries or of a
Parent,  the term of the ISO shall be for a period not exceeding five years from
the date of grant.  Employee Options and Consultant  Options shall be subject to
earlier  termination  as  hereinafter  provided.  Each Director  Option shall be
exercisable for a term of 10 years commencing on the date of grant.

                  7. EXERCISE.  An option (or any part or installment  thereof),
to the extent then  exercisable,  shall be exercised by giving written notice to
the Company at its principal  office (at present 28050 U.S. 19 North,  Corporate
Square, Suite 502, Clearwater,  Florida 34621, Attn:  Secretary),  stating which
ISO or NQSO is being exercised, specifying the number of shares of


                                       -3-

<PAGE>



Common  Stock as to which such  option is being  exercised  and  accompanied  by
payment in full of the aggregate  exercise  price therefor (or the amount due on
exercise  if the  Contract  permits  installment  payments)  (a) in  cash  or by
certified  check or (b) with the consent of the  Committee  (in the  Contract or
otherwise),  with previously acquired shares of Common Stock having an aggregate
fair market  value,  on the date of exercise,  equal to the  aggregate  exercise
Price of all options being exercised, or with any combination of cash, certified
check or shares of Common Stock.

                  The Committee  may, in its  discretion,  permit payment of the
exercise  price of an option by delivery by the optionee of a properly  executed
exercise  notice,  together  with a copy of his  irrevocable  instructions  to a
broker acceptable to the Committee to deliver promptly to the Company the amount
of sale or loan proceeds  sufficient to pay such exercise  price.  In connection
therewith, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

                  A person entitled to receive Common Stock upon the exercise of
an option shall not have the rights of a shareholder with respect to such shares
of Common  Stock until the date of issuance  of a stock  certificate  to him for
such shares; provided, however, that until such stock certificate is issued, any
option holder using previously  acquired shares of Common Stock in payment of an
option  exercise price shall  continue to have the rights of a shareholder  with
respect to such previously acquired shares.

                  8.  TERMINATION  OF  RELATIONSHIP.  Any holder of an  Employee
Option whose employment with the Company (and its Parent and  Subsidiaries)  has
terminated  for any reason  other than his death or  Disability  (as  defined in
Paragraph 19) may exercise such option, to the extent exercisable on the date of
such termination, at any time within three months after the date of termination,
but not  thereafter  and in no event after the date the option  would  otherwise
have expired;  provided,  however,  that if his  employment  shall be terminated
either (a) for cause,  or (b) without the  consent of the  Company,  said option
shall terminate  immediately.  Employee Options granted under the Plan shall not
be affected by any change in the status of the holder so long as he continues to
be a full-time  employee of the Company,  its Parent or any of the  Subsidiaries
(regardless of having been transferred from one corporation to another).

                  For purposes of the Plan, an employment  relationship shall be
deemed to exist between an individual  and a corporation  if, at the time of the
determination,  the individual was an employee of such  corporation for purposes
of Section  422(a) of the Code. As a result,  an  individual  on military,  sick
leave or other bona fide leave of absence  shall  continue to be  considered  an
employee  for  purposes of the Plan during such leave if the period of the leave
does not  exceed 90 days or, if  longer,  so long as the  individual's  right to
reemployment with the Company (or a related corporation) is guaranteed either by
statute  or by  contract.  If the  period  of  leave  exceeds  90  days  and the
individual's  right to reemployment is not guaranteed by statute or by contract,
the employment  relationship  shall be deemed to have terminated on the 91st day
of such leave. In addition,  for purposes of the Plan, an optionee's  employment
with a Subsidiary or


                                       -4-

<PAGE>



Parent  of the  Company  shall be  deemed  to have  terminated  on the date such
corporation ceases to be a Subsidiary or Parent of the Company.

                  The termination of an optionee's  relationship as a consultant
of the Company or of a  Subsidiary  of the  Company  shall not affect the option
except as may  otherwise be provided in the Contract.  A Director  Option may be
exercised at any time during its 10 year term. The Director  Option shall not be
affected  by the holder  ceasing to be a director  of the Company or becoming an
employee or consultant of the Company or any of its Subsidiaries.

                  Nothing  in the Plan or in any option  granted  under the Plan
shall  confer on any  individual  any right to  continue  in the  employ or as a
consultant or director of the Company, its Parent or any of its Subsidiaries, or
interfere  in any way with the right of the  Company,  its  Parent or any of its
Subsidiaries  to  terminate  such  relationship  at  any  time  for  any  reason
whatsoever  without  liability  to  the  Company,  its  Parent  or  any  of  its
Subsidiaries.

                  9. DEATH OR DISABILITY OF AN OPTIONEE. If an optionee dies (a)
while he is employed by the Company, its Parent or any of its Subsidiaries,  (b)
within  three  months  after the  termination  of his  employment  (unless  such
termination  was for cause or without the consent of the  Company) or (c) within
one year following the termination of his employment by reason of Disability, an
Employee Option may be exercised,  to the extent  exercisable on the date of his
death,  by his executor,  administrator  or other person at the time entitled by
law to his rights  under such  option,  at any time within one year after death,
but not  thereafter  and in no event after the date the option  would  otherwise
have expired.

                  Any optionee  whose  employment  has  terminated  by reason of
Disability may exercise his Employee Option, to the extent  exercisable upon the
effective date of such termination, at any time within one year after such date,
but not  thereafter  and in no event after the date the option  would  otherwise
have expired.

                  The death or  Disability  of an optionee to whom a  Consultant
Option has been  granted  under the Plan shall not affect the option,  except as
may otherwise be provided in the Contract.  The term of a Director  Option shall
not be affected by the death or Disability of the  optionee.  In such case,  the
option  may  be  exercised  at  any  time  during  its  term  by  his  executor,
administrator  or other  person at the time  entitled  by law to the  optionee's
rights under such option.

                  10.      COMPLIANCE WITH SECURITIES LAWS.  The Committee may
require,  in its  discretion,  as a condition to the exercise of any option that
either (a) a Registration Statement under the Securities Act of 1933, as amended
(the "Securities  Act"), with respect to the shares of Common Stock to be issued
upon such exercise  shall be effective  and current at the time of exercise,  or
(b) there is an exemption  from  registration  under the  Securities Act for the
issuance of shares of Common Stock upon such  exercise.  Nothing herein shall be
construed  as  requiring  the Company to register  shares  subject to any option
under the Securities Act.


                                       -5-

<PAGE>




                  The  Committee may require the optionee to execute and deliver
to the  Company  his  representations  and  warranties,  in form  and  substance
satisfactory to the Committee,  that (i) the shares of Common Stock to be issued
upon the  exercise of the option are being  acquired by the optionee for his own
account,  for investment only and not with a view to the resale or distri bution
thereof,  and (ii) any  subsequent  resale or  distribution  of shares of Common
Stock  by such  optionee  will  be  made  only  pursuant  to (a) a  Registration
Statement  under the  Securities Act which is effective and current with respect
to the shares of Common Stock being sold, or (b) a specific  exemption  from the
registration requirements of the Securities Act, but in claiming such exemption,
the  optionee  shall prior to any offer of sale or sale of such shares of Common
Stock provide the Company with a favorable  written opinion of counsel,  in form
and  substance  sat isfactory to the Company,  as to the  applicability  of such
exemption to the proposed sale or distribution.

                  In addition,  if at any time the Committee  shall determine in
its discretion that the listing or  qualification  of the shares of Common Stock
subject to such option on any securities  exchange or under any applicable  law,
or the consent or approval of any governmental  regulatory body, is necessary or
desirable as a condition of, or in connection  with,  the granting of an option,
or the  issuance of shares of Common  Stock  thereunder,  such option may not be
exercised  in whole or in part unless such  listing,  qualification,  consent or
approval  shall  have been  effected  or  obtained  free of any  conditions  not
acceptable to the Committee.

                  11. STOCK OPTION CONTRACTS.  Each option shall be evidenced by
an  appropriate  Contract  which  shall be duly  executed by the Company and the
optionee,  and shall contain such terms and conditions not inconsistent herewith
as may be determined by the Committee.

                  12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Not withstanding
any other  provisions of the Plan, in the event of any change in the outstanding
Common  Stock  by  reason  of a  stock  dividend,  recapitalization,  merger  or
consolidation  in which the  Company  is the  surviving  corporation,  split-up,
combination or exchange of shares or the like, the aggregate  number and kind of
shares subject to the Plan,  the aggregate  number and kind of shares subject to
each  outstanding  option and the exercise  price thereof and the maximum number
and kind of shares  subject  to  Employee  Options  that may be  granted  to any
individual in any calendar year shall be appropriately  adjusted by the Board of
Directors, whose determination shall be conclusive.

                  In the  event of (a) the  liquidation  or  dissolution  of the
Company, (b) a merger or consolidation in which the Company is not the surviving
corporation,   or  (c)  any  other  capital  reor   ganization   (other  than  a
recapitalization)  in which more than 50% of the  shares of Common  Stock of the
Company entitled to vote are exchanged, any outstanding options shall terminate,
unless other provision is made therefor in the transaction.



                                       -6-

<PAGE>



                  13.  AMENDMENTS  AND  TERMINATION  OF THE  PLAN.  The Plan was
adopted by the Board of  Directors  on February 5, 1994 and amended on March 23,
1995. No option may be granted under the Plan after  February 4, 2004. The Board
of Directors, without further approval of the Company's shareholders, may at any
time suspend or terminate  the Plan,  in whole or in part, or amend it from time
to  time  in  such  respects  as  it  may  deem  advisable,  including,  without
limitation,  in order that ISO's granted  hereunder  meet the  requirements  for
"incentive  stock options" under the Code, to comply with the provisions of Rule
16b-3 promul gated under the Exchange Act or Section  162(m) of the Code, and to
conform  to any  change  in  applicable  law or to  regulations  or  rulings  of
administrative agencies; provided, however, that no amendment shall be effective
without the requisite prior or subsequent  shareholder  approval which would (a)
except as contemplated in Paragraph 12, increase the maximum number of shares of
Common Stock for which  options may be granted  under the Plan,  (b)  materially
increase  the  benefits  to  participants  under  the  Plan  or (c)  change  the
eligibility  requirements for individuals entitled to receive options hereunder.
Notwithstanding  the  foregoing,  the  provisions  regarding  the  selection  of
Directors  for  participation  in, and the  amount,  the price or the timing of,
Director  Options  shall not be amended  more than once every six months,  other
than to  comport  with  changes  in the Code,  the  Employee  Retirement  Income
Security Act or the rules thereunder. No termination, suspension or amendment of
the Plan shall, without the consent of the holder of an existing option affected
thereby,  adversely  affect  his  rights  under  such  option.  The power of the
Committee to construe and administer any options granted under the Plan prior to
the termination or suspension of the Plan nevertheless shall continue after such
termination or during such suspension.

                  14.  NON-TRANSFERABILITY  OF OPTIONS.  No option granted under
the Plan shall be transferable otherwise than by will or the laws of descent and
distribution,  and options may be  exercised,  during the lifetime of the holder
thereof, only by him or his legal representatives. Except to the extent provided
above,  options  may not be  assigned,  transferred,  pledged,  hypothecated  or
disposed of in any way (whether by operation of law or otherwise)  and shall not
be subject to execution, attachment or similar process.

                  15.  WITHHOLDING  TAXES.  The Company may withhold cash and/or
shares of Common  Stock to be issued with  respect  thereto  having an aggregate
fair market  value  equal to the amount  which it  determines  is  necessary  to
satisfy its  obligation  to withhold  Federal,  state and local  income taxes or
other  taxes  incurred  by reason of the grant or  exercise  of an  option,  its
disposition,  or the  disposition  of the  underlying  shares of  Common  Stock.
Alternatively,  the Company  may  require the holder to pay to the Company  such
amount,  in cash,  promptly  upon demand.  The Company  shall not be required to
issue any shares of Common Stock  pursuant to any such option until all required
payments  have been made.  Fair market value of the shares of Common Stock shall
be determined in accordance with Paragraph 5.

                  16. LEGENDS; PAYMENT OF EXPENSES. The Company may endorse such
legend or legends upon the  certificates  for shares of Common Stock issued upon
exercise  of an  option  under  the  Plan and may  issue  such  "stop  transfer"
instructions to its transfer agent in


                                       -7-

<PAGE>



respect of such shares as it determines,  in its discretion,  to be necessary or
appropriate to (a) prevent a violation of, or to perfect an exemption  from, the
registration requirements of the Securities Act, (b) implement the provisions of
the Plan or any  agreement  between the Company and the optionee with respect to
such  shares  of  Common  Stock or (c)  permit  the  Company  to  determine  the
occurrence of a  "disqualifying  disposition," as described in Section 421(b) of
the Code, of the shares of Common Stock  transferred upon the exercise of an ISO
granted under the Plan.

                  The Company  shall pay all issuance  taxes with respect to the
issuance of shares of Common Stock upon the exercise of an option  granted under
the Plan, as well as all fees and expenses incurred by the Company in connection
with such issuance.

                  17. USE OF PROCEEDS. The cash proceeds from the sale of shares
of Common  Stock  pursuant to the  exercise  of options  under the Plan shall be
added to the general  funds of the  Company  and used for its general  corporate
purposes as the Board of Directors may determine.

                  18.  SUBSTITUTIONS  AND  ASSUMPTIONS  OF  OPTIONS  OF  CERTAIN
CONSTITUENT CORPORATIONS. Anything in this Plan to the contrary notwithstanding,
the Board of  Directors  may,  without  further  approval  by the  shareholders,
substitute  new  options  for prior  options of a  Constituent  Corporation  (as
defined  in  Paragraph  19) or assume  the  prior  options  of such  Constituent
Corporation.

                  19.      DEFINITIONS.

                    (a) Subsidiary.  The term  "Subsidiary"  shall have the same
definition as "subsidiary corporation" in Section 424(f) of the Code.

                    (b) Parent. The term "Parent" shall have the same definition
as "parent corporation" in Section 424(e) of the Code.

                    (c)   Constituent   Corporation.   The   term   "Constituent
Corporation"  shall mean any  corporation  which  engages with the Company,  its
Parent or any  Subsidiary in a transaction  to which Section  424(a) of the Code
applies (or would apply if the option  assumed or  substituted  were an ISO), or
any Parent or any Subsidiary of such corporation.

                    (d) Disability. The term "Disability" shall mean a permanent
and total disability within the meaning of Section 22(e)(3) of the Code.

                    (e) Outside Director. The term "Outside Director" shall mean
an individual  who, on the date of grant of a NQSO  hereunder,  is a director of
the  Company  but is not a common law  employee  of the Company or of any of its
Subsidiaries or its Parent.



                                       -8-

<PAGE>


                    (f) Employee Option.  The term "Employee  Option" shall mean
an option  granted  pursuant  to the Plan to an  individual  who, on the date of
grant, is a key employee of the Company or a Subsidiary of the Company.

                    (g) Consultant  Option.  The term "Consultant  Option" shall
mean a NQSO granted  pursuant to the Plan to a person who, on the date of grant,
is a consultant  to the Company or a Subsidiary of the Company and who is not an
employee or an Outside  Director of the  Company or any of its  Subsidiaries  on
such date.

                    (h) Director Option. The term "Director Option" shall mean a
NQSO granted  pursuant to the Plan to a director of the Company who, on the date
of grant, is not an employee or consultant of the Company or a Subsidiary of the
Company.

                  20.  GOVERNING  LAW. The Plan,  such options as may be granted
hereunder  and all  related  matters  shall be  governed  by, and  construed  in
accordance with, the laws of the State of Florida.

                  21.  PARTIAL  INVALIDITY.  The invalidity or illegality of any
provision herein shall not affect the validity of any other provision.

                  22.  SHAREHOLDER  APPROVAL.  The  amendments to the Plan under
Section 2 whereby  the number of options  which may be granted is  increased  to
900,000 and to Section 4 by deleting the Outside Director formula grants,  shall
be subject  to  approval  by a majority  of the votes cast at the next duly held
meeting of the  Company's  shareholders  at which a majority of the  outstanding
voting  shares are present,  in person or by proxy,  and voting on the Plan.  No
options  granted  pursuant to such  amendments  may be  exercised  prior to such
approval, provided that the date of grant of any options granted hereunder shall
be  determined  as if the Plan  had not been  subject  to such  approval  unless
otherwise  specified by the Committee.  Notwithstanding  the  foregoing,  if the
amendments  to the Plan are not  approved by a vote of the  shareholders  of the
Company on or before  February 16, 1997, any options  granted  thereunder  shall
terminate,  but the Plan shall  continue  in full force and effect as it existed
immediately prior to the adoption of such amendments.


                                       -9-