EXHIBIT 10.rr

                           COMMODORE HOLDINGS LIMITED
                                 1999 STOCK PLAN

1.       PURPOSES.

         The COMMODORE HOLDINGS LIMITED 1999 STOCK PLAN (the "Plan") is intended
to provide the employees, directors, independent contractors and consultants of
Commodore Holdings Limited (the "Company") and its subsidiaries with an added
incentive to provide their services to the Company and its subsidiaries and to
induce them to exert their maximum efforts toward the Company's success. By thus
encouraging employees, directors, independent contractors and consultants and
promoting their continued association with the Company and its subsidiaries, the
Plan may be expected to benefit the Company and its stockholders. The Plan
allows the Company to grant Incentive Stock Options ("ISOs") (as defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code") to
employees of the Company and its subsidiaries, and NonQualified Stock Options
("NQSOs") not intended to qualify under Section 422(b) of the Code (ISOs and
NQSOs are hereinafter collectively referred to as the "Options") to employees,
directors, independent contractors and consultants of the Company and its
subsidiaries.

2.       SHARES SUBJECT TO THE PLAN.

         The total number of shares of common stock of the Company, $.01 par
value per share (the "Common Stock"), that may be subject to Options granted
under the Plan shall be 1,000,000 shares, subject to adjustment as provided in
Paragraph 8 hereunder. The Company shall at all times while the Plan is in force
reserve such number of shares of Common Stock as will be sufficient to satisfy
the requirement of outstanding Options granted under the Plan. In the event any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part, the unpurchased shares subject thereto shall again be
available for the granting of Options.

3.       ELIGIBILITY.

         ISOs may be granted from time to time under the Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted terms are defined within Section 424 of the Code. An officer is an
employee for the above purposes. NQSOs may be granted from time to time under
the plan to one or more employees of the Company, officers, members of the Board
of Directors, independent contractors, consultants and other individuals who are
not employees of, but are involved in the continuing development and success of
the Company and/or of a subsidiary of the Company.

4.       ADMINISTRATION OF THE PLAN.

         (a) The Plan shall be administered by the Board of Directors of the
Company ("the Board"), or a committee of the Board of Directors (the
"Committee"), comprised solely of two or more outside directors in accordance
with the requirements of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act"). Within the limits of the express provisions of
the Plan, the Board or Committee shall have the authority, in its discretion, to

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determine the individuals to whom, and the time or times at which Options shall
be granted, the character of such Options (whether ISOs or NQSOs), the number of
shares of Common Stock to be subject to each Option, and the vesting period for
each Option and to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of
option agreements that may be entered into in connection with Options (which
need not be identical), subject to the limitation that option agreements
granting ISOs must be consistent with the requirements for the ISOs being
qualified as "incentive stock options" as provided in Section 422 of the Code,
and to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan. In making such determinations, the
Board or Committee may take into account the nature of the services rendered by
such individuals, their present and potential contributions to the Company's
success, and such other factors as the Board or Committee, in its discretion,
shall deem relevant. The Board's or the Committee's determinations on the
matters referred to in this paragraph shall be conclusive.

         (b) Notwithstanding anything contained herein to the contrary, the
Board or the Committee, (which shall be deemed to be the Company's Compensation
Committee for the purposes of this subparagraph) if no Committee exists, shall
have the exclusive right to grant Options to persons subject to Section 16 of
the Exchange Act and set forth the terms and conditions thereof. With respect to
persons subject to Section 16 of the Exchange Act, transactions under the Plan
are intended to comply with all applicable conditions of Rule 16b-3, as amended
from time to time (and its successor provisions, if any) under the Exchange Act.
To the extent any provision of the Plan or action by the Board or Committee
fails to comply, it shall be deemed null and void to the extent required by law
and to the extent deemed advisable by the Board and/or the Committee.

5.       TERMS AND OPTIONS.

         Within the limits of the express provisions of the Plan, the Board or
Committee may grant either ISOs to employees of the Company or its subsidiaries
or NQSOs to employees, directors, independent contractors and consultants. An
ISO or an NQSO enables the optionee to purchase from the Company, at any time
during a specified exercise period, a specified number of shares of Common Stock
at a specified price (the "Option Price"). The character and terms of each
Option granted under the Plan shall be determined by the Board or Committee
consistent with the provisions of the Plan, including the following:

         (a) An Option granted under the Plan must be granted within 10 years
from the date the Plan is adopted by the Board, or the date the Plan is approved
by the stockholders of the Company, whichever is earlier.

         (b) The Option Price of the shares of Common Stock subject to each
Option shall not be less than the fair market value of such shares of Common
Stock as of the date such ISO is granted. Such fair market value shall be
determined by the Board and if the shares of Common Stock are listed as of such
date on a national securities exchange, the fair market value shall be the
closing price on such date. If the shares are not then listed on a national
securities exchange and if the shares of Common Stock are then listed on The
Nasdaq Stock Market ("Nasdaq") or traded on the over-the-counter market, the
fair market value shall be the closing bid price on Nasdaq, or the mean of the
closing bid and asked prices of the shares of Common Stock on the

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over-the-counter market, as reported by Nasdaq, the National Association of
Securities Dealers OTC Bulletin Board or the National Quotation Bureau, Inc., as
the case may be, on the day on which the Option is granted or, if there is no
closing bid price or bid or asked price on that day, the closing bid price or
mean of the closing bid and asked price on the most recent day preceding the day
on which the Option is granted for which such prices are available. If an ISO is
granted to any individual who, immediately before the ISO is to be granted, owns
(directly or through attribution) more than 10% of the total combined voting
power of all classes of capital stock of the Company or a subsidiary or parent
of the Company, the Option Price of the shares of Common Stock subject to such
ISO shall not be less than 110% of the fair market value per share of the shares
of Common Stock on the date such ISO is granted.

         (c) In no event shall any Option granted under the Plan have an
expiration date later than 10 years from the date of its grant, and all Options
granted under the Plan shall be subject to earlier termination as expressly
provided in Section 6 hereof. If an ISO is granted to any individual, who
immediately before the ISO is granted, owns (directly or through attribution)
more than 10% of the total combined voting power of all classes of capital stock
of the Company or of a subsidiary or parent of the Company, such ISO shall by
its terms expire and shall not be exercisable after the expiration of five (5)
years from the date of its grant.

         (d) Unless otherwise provided in any option agreement under the Plan,
an Option granted under the Plan shall become exercisable, in whole at any time
or in part from time to time, but in no case may an Option: (i) be exercised as
to less than one hundred (100) shares of Common Stock at any one time, or the
remaining shares of Common Stock covered by the Option if less than one hundred
(100), and (ii) become fully exercisable more than ten years from the date of
its grant.

         (e) An Option granted under the Plan shall be exercised by the delivery
by the holder thereof to the Company at its principal office (to the attention
of the Secretary) of written notice of the number of full shares of Common Stock
with respect to which the Option is being exercised, accompanied by payment in
full, in cash or by certified or bank check payable to the order of the Company,
of the Option Price of such shares of Common Stock, or, at the discretion of the
Board or the Committee, by the delivery of exercisable Options and/or shares of
Common Stock having a fair market value equal to the Option Price, or at the
option of the Board or the Committee, by a combination of cash and such
exercisable Options and/or shares (subject to the restriction above) held by an
optionee that have a fair market value together with such cash that shall equal
the Option Price, and, in the case of a NQSO, at the discretion of the Board or
Committee by having the Company withhold from the shares of Common Stock to be
issued upon exercise of the Option that number of shares having a fair market
value equal to the tax withholding amount due, or otherwise provide for
withholding as set forth in Section 10(c) hereof. The Option Price may also be
paid in full by a broker-dealer to whom the optionee has submitted an exercise
notice consisting of a fully endorsed Option, or through any other medium of
payment as the Board or the Committee, in its discretion, shall authorize.

         (f) The holder of an Option shall have none of the rights of a
stockholder with respect to the shares of Common Stock covered by such holder's
Option until such shares of Common Stock shall be issued to such holder upon the
exercise of the Option.

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         (g) All Options granted under the Plan shall not be transferable
otherwise than by will or the laws of descent and distribution, and any Option
granted under the Plan may be exercised during the lifetime of the holder
thereof only by the holder. No Option granted under the Plan shall be subject to
execution, attachment or other process.

         (h) The aggregate fair market value, determined as of the time any ISO
is granted and in the manner provided for by subsection (b) of this Section 5,
of the shares of Common Stock with respect to which ISOs granted under the Plan
are exercisable for the first time during any calendar year and under incentive
stock options qualifying as such in accordance with Section 422 of the Code
granted under any other incentive stock option plan maintained by the Company or
its parent or subsidiary corporations, shall not exceed $100,000. Any grant of
Options in excess of such amount shall be deemed a grant of NQSOs.

6.       DEATH, TERMINATION OF EMPLOYMENT, OR DISABILITY; CHANGE IN CONTROL.

         (a) Except as otherwise provided herein, upon termination of employment
with the Company due to retirement, a holder of an Option under the Plan may
exercise such Options to the extent such Options were exercisable as of the date
of termination at any time within three (3) months after the date of such
termination, subject to the provisions of subsection (b) of this Section 6. Upon
termination of employment due to death or permanent disability, the
aforementioned time period shall be extended to twelve (12) months after the
date of termination. Notwithstanding anything contained herein to the contrary,
any options granted hereunder to an optionee and then outstanding shall
immediately terminate in the event the optionee is convicted of a felony
committed against the Company, and the provisions of this subsection (a) shall
not be applicable thereto. In addition, notwithstanding anything contained to
the contrary, upon termination of employment or retention with the Company other
than pursuant to death, permanent disability or retirement, all Options must be
exercised by the time of such termination, subject to the provisions of
subsection (b) of this Section 6. In addition, and anything contained herein to
the contrary notwithstanding, the term during which an optionee may exercise
Options subsequent to the date of termination may, in the Board's or Committee's
discretion, be modified, subject to applicable law and regulation, from the term
specified above, as specified in an option agreement evidencing the grant of
Options under the Plan.

         (b) An Option may not be exercised pursuant to this Section 6 except to
the extent that the holder was entitled to exercise the Option at the time of
termination of employment or death, and in any event may not be exercised after
the original expiration date of the Option.

         (c) Notwithstanding anything in this Plan to the contrary, any Options
granted hereunder and then outstanding shall become immediately exercisable in
full in the event the optionee's employment with the Company is terminated by
the Company subsequent to the consummation of a tender offer or exchange offer
made by any "person" within the meaning of Section 14(d) of the Exchange Act or
subsequent to a Change in Control, as defined below, provided however, that if
in the opinion of counsel to the Company the immediate exercisability of such
Options when taken into consideration with all other "parachute payments" as
defined in Section 280G of the Code would result in an "excess parachute
payment" as defined in such Section, as well as an excise tax imposed by Section
4999 of the Code, such Options shall not become immediately exercisable, except
as and to the extent the Board or the Committee, in its

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sole discretion, shall otherwise determine and which determination by the Board
or the Committee shall be based solely upon maximizing the after-tax benefits to
be received by any such optionee. For purposes of this subsection, a "Change in
Control" shall have occurred if:

               (1) any "person" within the meaning of Section 14(d) of the
Exchange Act becomes the "beneficial owner" as defined in Rule 13d-3 thereunder,
directly or indirectly, of more than 15% of the Company's Common Stock (other
than a person owning, in excess of such amount on November 1, 1997);

               (2) any "person" acquires by proxy or otherwise the right to vote
more than 15% of the Company's Common Stock for the election of Directors (other
than a person owning in excess of such amount on November 1, 1997 other than
solicitation of proxies by the Incumbent Board (as hereinafter defined), for any
merger or consolidation of the Company or for any other matter or question;

               (3) during any two-year period, individuals who constitute the
Board of the Company (the "Incumbent Board") as of the beginning of the period
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a Director during such period whose election or nomination
for election by the Company's stockholders was approved by a vote of at least
three quarters of the Incumbent Board (either by specific vote or by approval of
the proxy statement of the Company in which such person is named as a nominee
for Director without objection to such nomination) shall be, for purposes of
this clause (3), considered as though such person were a member of the Incumbent
Board: or

               (4) The Company's stockholders have approved the sale of all or
substantially all of the assets of the Company.

         (d) In addition, and notwithstanding anything contained herein to the
contrary, in the event an optionee dies during such time as the optionee is
employed by the Company, then fifty percent (50%) of any outstanding Options
which have not vested and are not exercisable by the optionee as of the date of
death shall be automatically deemed vested and exercisable by the optionee's
estate and/or his legatees in accordance with subsection 6(a) hereof.

7.       LEAVE OF ABSENCE.

         For the purposes of the Plan, an individual who is on military or sick
leave or other bona fide leave of absence (such as temporary employment by the
government) shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such individual's right to reemployment is guaranteed either by statute or by
contract.

8.       ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

         (a) In the event that the outstanding shares of Common Stock are
hereinafter changed by reason of recapitalization, reclassification, stock
split, combination or exchange of shares of Common Stock or the like, or by the
issuance of dividends payable in shares of Common Stock, an appropriate
adjustment shall be made by the Board or the Committee, in the aggregate number
of shares of Common Stock available under the Plan, in the number of shares of
Common Stock

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issuable upon exercise of outstanding Options, and the Option Price
per share. In the event of any consolidation or merger of the Company with or
into another company, or the conveyance of all or substantially all of the
assets of the Company to another company, 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 of the Company would have been entitled to upon such consolidation,
merger or conveyance; and in any such case appropriate adjustment, as determined
by the Board or the Committee shall be made as set forth above with respect to
any future changes in the capitalization of the Company or its successor entity.
In the event of the proposed dissolution or liquidation of the Company, all
outstanding Options under the Plan will automatically terminate, unless
otherwise provided by the Board of the Company or any authorized committee
thereof.

         (b) Any adjustment in the number of shares of Common Stock shall apply
proportionately to only the unexercised portion of the Options granted
hereunder. If fractions of shares of Common Stock would result from any such
adjustment, the adjustment shall be revised to the next higher whole number of
shares of Common Stock.

9.       FURTHER CONDITIONS OF EXERCISE.

         (a) Unless the shares of Common Stock issuable upon the exercise of an
Option under the Plan have been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), prior to
the exercise of the Option, an optionee must represent in writing to the Company
that such shares of Common Stock are being acquired for investment purposes only
and not with a view towards the further resale or distribution thereof, and must
supply to the Company such other documentation as may be required by the
Company, unless in the opinion of counsel to the Company such representation,
agreement or documentation is not necessary to comply with said Act.

         (b) The Company shall not be obligated to deliver any shares of Common
Stock until they have been listed on each securities exchange or automatic
quotation system on which the shares of Common Stock may then be listed or until
there has been qualification under or compliance with such state, federal or
foreign laws, rules or regulations as the Company may deem applicable. The
Company shall use reasonable efforts to obtain such listing, qualification and
compliance.

         (c) The Board or Committee 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 such person.

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10.      TERMINATION, MODIFICATION AND AMENDMENT.

         (a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the earliest of the date of its adoption by the
Board, or the date the Plan is approved by the stockholders of the Company, and
no Option shall be granted after termination of the Plan.

         (b) The Plan may from time to time be terminated, modified or amended
by the affirmative vote of the holders of a majority of the shares of Common
Stock of the Company, represented in person or by proxy at a meeting duly
noticed, at which a quorum is present.

         (c) The Board may at any time, prior to ten (10) years from the earlier
of the date of the adoption of the Plan by the Board or the date the Plan is
approved by the stockholders, terminate the Plan or from time to time make such
modifications or amendments of the Plan as it may deem advisable; provided,
however, that the Board shall not, without approval by the affirmative vote of
the holders of a majority of the shares of Common Stock of the Company, voting
as a single class, and entitled to vote thereon, represented in person or by
proxy at a meeting duly noticed, at which a quorum is present increase the
maximum number of shares of Common Stock as to which Options may be granted
under the Plan (except as provided by Section 8, with respect to which
stockholder approval is not required) or materially change the standards of
eligibility under the Plan. Any amendment to the Plan which, in the opinion of
counsel to the Company, will be deemed to result in the adoption of a new Plan,
will not be effective until approved by the affirmative vote of the holders of a
majority of the shares of Common Stock of the Company, voting as a single class,
and entitled to vote thereon, represented in person or by proxy at a meeting
duly noticed, at which a quorum is present.

         (d) No termination, modification or amendment of the Plan may adversely
affect the rights under any outstanding Option without the consent of the
individual to whom such Option shall have been previously granted.

11.      EFFECTIVE DATE OF THE PLAN.

         The Plan shall become effective upon adoption by the Board of the
Company as to the grant of NQSOs. ISOs may also be granted under this Plan, but
such ISOs shall be treated as NQSOs unless and until the Plan is approved by the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company, represented in person or by proxy at a meeting duly noticed, at
which a quorum is present, within one year after adoption of the Plan by the
Board. Prior to the approval of the Plan by the Company's shareholders, as
described above, the Company may also grant NQSOs, which will automatically
convert to ISOs, if and when the Plan is approved by the Company's shareholders,
and if the number of shares of Common Stock underlying such NSQOs and the
exercise price thereof remain fixed at the amounts set on the date of grant of
the NSQOs.

12.      NOT A CONTRACT OF EMPLOYMENT.

         Nothing contained in the Plan or in any option agreement executed
pursuant hereto shall be deemed to confer upon any individual to whom an Option
is or may be granted hereunder any right to remain in the employ of the Company
or of a subsidiary or parent of the Company or in any way limit the right of the
Company, or of any parent or subsidiary thereof, to terminate the employment of
an employee, or to terminate any other relationship with an Optionee, including
that of independent contractor or consultant. Notwithstanding anything contained
herein to the contrary, and except as otherwise provided at the time of grant,
all references hereunder to

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termination of employment shall with respect to consultants and independent
contractors mean the termination of retention of their services with or for the
Company.

13.      OTHER COMPENSATION PLANS.

         The adoption of the Plan shall not affect any other stock option plan,
incentive plan or any other compensation plan in effect for the Company, nor
shall the Plan preclude the Company from establishing any other form of stock
option plan, incentive plan or any other compensation plan.

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