<PAGE>

Exhibit 10.10

                      AUTONOMOUS TECHNOLOGIES CORPORATION
                            1995 STOCK OPTION PLAN
                            ----------------------

     Autonomous Technologies Corporation, a Florida corporation (the "Company"),
hereby adopts the 1995 Stock Option Plan (the "Plan") for its key employees,
officers and directors, in accordance with the following terms and conditions:

     1.  Purpose of the Plan.  The purpose of the Plan is to advance the growth
         -------------------
and development of the Company by affording an opportunity to executives,
consultants and key employees of the Company, as well as directors of the
Company and its affiliates, to purchase shares of the Company's common stock and
to provide incentives for them to put forth maximum efforts for the success of
the Company's business.  The Plan is intended to permit certain designated stock
options granted under the Plan to qualify as incentive stock options under
Section 422A of the Internal Revenue Code of 1986.

     2.  Definitions.  For purposes of this Plan, the following capitalized
         -----------
terms shall have the meanings set forth below:

         (a) "Board of Directors" means the board of directors of the Company.

         (b) "Code" means the Internal Revenue Code of 1986, as currently in
effect or as hereafter amended.

         (c) "Company" means Autonomous Technologies Corporation, a Florida
corporation.

         (d) "Eligible Employee" means all directors, consultants, officers, and
executive, managerial, and other key employees of the Company or any Parent or
Subsidiary. In order to be eligible for an Incentive Stock Option, a director or
a consultant must also be a common law employee of the Company as provided in
Section 422A of the Code; however, in order to be eligible for a Nonqualified
Stock Option, a director or consultant need not be a common law employee of the
Company.

         (e) "Incentive Stock Option(s)" means a stock option granted to an
Eligible Employee to purchase shares of Stock which is intended to qualify as an
"incentive stock option," as defined in Section 422A of the Code.

         (f) "Nonqualified Stock Option(s)" means a stock option granted to an
Eligible Employee to purchase shares of Stock which is not intended to qualify
as an "incentive stock option" as defined in Section 422A of the Code.

         (g) "Option" means any unexercised and unexpired Incentive Stock option
or Nonqualified Stock Option issued under this Plan, or any portion thereof
remaining unexercised and unexpired.

         (h) "Option Agreement" means a written agreement by and between the
Company and an Optionee setting forth the terms and conditions of the Option
granted by the Board of Directors to such Optionee.
<PAGE>

         (i) "Optionee" means any Eligible Employee who is granted an Option as
provided in the Plan.

         (j) "Parent" means any present or future "parent corporation" of the
Company as such term is defined in Section 425 (e) of the Code and which the
Board of Directors of the Company has elected to be covered by the Plan.

         (k) "Plan" shall mean the Company's Stock Option Plan.

         (l) "Stock" means authorized and unissued shares of the Company's
Common Stock, or treasury shares of such class.

         (m) "Subsidiary" means any present or future "subsidiary corporation"
of the Company, as such term is defined in Section 425 (f) of the Code and which
the Board of Directors has elected to be covered by the Plan.

         (n) Where applicable, the terms used in this Plan have the same meaning
as the terms used in the Code and the regulations and rulings issued thereunder
and pursuant thereto, with reference to Options.

         (o) Wherever appropriate, words used in this Plan in the singular may
mean the plural, the plural may mean the singular and the masculine may mean the
feminine or neuter.

     3.  Stock Subject to Option.
         -----------------------

         (a) Total Number of Shares. The total number of shares of Stock which
             ----------------------
may be issued by the Company to all Optionees under this Plan is 1,750,000
shares. The total number of shares of Stock which may be so issued may be
increased only by a resolution adopted by the Board of Directors and approved by
the shareholders of the Company.

         (b) Expired Options. If any Option granted under this Plan is
             ---------------
terminated or expires for any reason whatsoever, in whole or in part, the shares
(or remaining shares) of Stock subject to that particular Option shall again be
available for grant under this plan.

     4.  Administration of the Plan.
         --------------------------

         (a) Board of Directors. This plan shall be administered by the Board of
             ------------------
Directors who may, from time to time, issue orders or adopt resolutions, not
inconsistent with the provisions of the Plan, to interpret the provisions and
supervise the administration of the Plan. All determinations shall be by the
affirmative vote of a majority of the members of the Board of Directors at a
meeting called for such purpose, or reduced to writing and signed by a majority
of the members of the Board of Directors. Subject to the Company's Bylaws, all
decisions made by the Board of Directors in selecting Optionees, establishing
the number of shares and terms applicable to each option, and in construing the
provisions of this Plan shall be final, conclusive and binding on all persons,
including the Company, shareholders, Optionees, and purchasers of shares
pursuant to this Plan. No member of the Board of Directors shall be liable for
any action or determination made in good faith with respect to the Plan or an
Option granted hereunder.

         (b) Stock Option Plan Committee. The Board of Directors may from time
             ---------------------------
to time appoint a Stock Option Plan Committee, consisting of not less than two
(2) directors (the
<PAGE>

"Committee"). The Board of Directors may delegate to such Committee full power
and authority to take any action required or permitted to be taken by the Board
of Directors under this Plan, subject to restrictions on affiliate participation
under the Securities Exchange Act of 1934, pertaining to, among other things,
Section 16(b). The Board of Directors may from time to time, at its sole
discretion, remove members from or add members to the Committee. Vacancies may
be filled by the Board of Directors only. Where the context requires, the Board
of Directors shall mean the Committee, if appointed, for matters dealing with
administration of the Plan.

         (c) Compliance with Internal Revenue Code. The Board of Directors (or
             -------------------------------------
committee if appointed) shall at all times administer this Plan and make
interpretations hereunder in such a manner that Options granted hereunder
designated as Incentive Stock Options will meet the requirements of Section 422A
of the Code.

     5.  Selection of Optionees.
         ----------------------

         (a) Discretion of the Board of Directors. In determining which Eligible
             ------------------------------------
Employees shall be offered Options, as well as the terms thereof, the Board of
Directors shall evaluate, among other things, (I) the duties and
responsibilities of Eligible Employees, (ii) their past and prospective
contributions to the success of the Company, (iii) the extent to which they are
performing and will continue to perform outstanding services for the benefit of
the Company, and (iv) such other factors as the Board of Directors deems
relevant.

         (b) Limitation on Grant of Options. An Incentive Stock option may not
             ------------------------------
be granted to any optionee if the grant of such Option to such Optionee would
otherwise cause the aggregate fair market value (determined at the time the
Option is granted) of the Stock for which Options are exercisable for the first
time by such Optionee under all incentive stock option plans of the Company
during any calendar year to exceed $100,000. Non qualified Stock Options may be
granted to Eligible Employees at the sole discretion of the Board of Directors.

     6.  Option Agreement.  Subject to the provisions of this Plan, each Option
         ----------------
granted to an Optionee shall be set forth in an Option Agreement upon such terms
and conditions as the Board of Directors determines, including a vesting
schedule.  Each such Option Agreement shall incorporate the provisions of this
Plan by reference.  The date of the grant of an Option is the date specified in
the Option Agreement.  Any Option Agreement shall clearly identify such Options
as Incentive Stock Options

     7.  Option Prices.
         -------------

         (a) Determination of Option Price. The option price for Stock shall not
             -----------------------------
be less than one hundred percent (100%) of the fair market value of the Stock on
the date of the grant of such Option. The option price for Stock granted to an
Eligible Employee who possesses more than ten percent (10%) of the total
combined voting power of all classes of common stock of the Company shall not be
less than one hundred ten percent (110%) of the fair market value of the Stock
on the date of the grant of such Option.

         (b) Determination of Fair Market Value. For the purpose of this Plan,
             ----------------------------------
the fair market value of the Stock on the date of granting an Option shall be
determined by the Board of Directors in accordance with the applicable
regulations under the Code.
<PAGE>

         (c) Determination of Stock Ownership. For purposes of paragraphs 7 and
             --------------------------------
8, an optionee's common stock ownership shall be determined by taking into
account the rules of constructive ownership set forth in Section 425(d) of the
Code.

     8.  Term of Option. The term of an Option may vary within the sole
         --------------
discretion of the Board of Directors, provided, however, that the term of an
Incentive Stock Option granted to an Eligible Employee shall not exceed ten (10)
years from the date of grant of such Incentive Stock Option. An Incentive Stock
Option may be canceled only in connection with the termination of employment or
death of the Optionee (as more particularly described in paragraph 9 hereof). A
Nonqualified Stock Option may be canceled only in connection with the
termination of employment (or consulting contract) or death of an Optionee, or
the removal or resignation of an Optionee who is a director.

     9.  Exercise of Option.
         ------------------

         (a) Limitation on Exercise of Option. Except as otherwise provided
             --------------------------------
herein, the Board of Directors, in its sole discretion, may limit an Option by
restricting its exercise in whole or in part to specified vesting periods or
until specified conditions have occurred. The vesting periods and any
restrictions will be set forth in the Option Agreement.


         (b) Exercise Prior to Cancellation. An Option shall be exercisable only
             ------------------------------
during the term of the Option as long as the Optionee is in "Continuous
Employment" with the Company or is continually on the Board of Directors of the
Company or any Subsidiary, or any successor thereof. Notwithstanding the
preceding sentence, as long as the Option's term has not expired, as Option
which is otherwise exercisable in accordance with its provisions shall be
exercisable

             (i) for a period ending ninety (90) days after the Optionee's
Continuous Employment with the Company has terminated, unless the Optionee was
terminated for cause by the Company, in which case the Option terminates on
notice of termination of employment; or

             (ii) for a period ending ninety (90) days after the removal or
resignation of the Optionee from the Board of Directors, on which such Optionee
has served; or

             (iii) by the estate of the Optionee, within one (1) year after the
date of the Optionee's death, if the Optionee should die while in the Continuous
Employment of the Company or while serving on the Board of Directors of the
Company or any Subsidiary, or any successor thereof; or

             (iv) within one (1) year after the Optionee's employment with the
Company terminates, if the Optionee becomes disabled during Continuous
Employment with the Company and such disability is the cause of termination.

     For purposes of this Plan, the term "Continuous Employment" shall mean the
absence of any interruption or termination of employment (or termination of a
consulting contract) by the Company or any Parent or Subsidiary which now exists
or hereafter is organized or acquired by the Company.  Continuous Employment
with the Company shall not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by the Company or in the
case of transfers between locations of the Company or between any Parent or
Subsidiary, or successor thereof.  The term "cause" as used in this subparagraph
9(b) shall mean:  (i)
<PAGE>

commission of a felony or a charge of theft, dishonesty, fraud or embezzlement;
(ii) failure to adhere to Company's reasonable directives and policies, willful
disobedience or insubordination; (iii) disclosing to a competitor or other
unauthorized person, proprietary information, confidences or trade secrets of
the Company or any Parent or Subsidiary; (iv) recruitment of Company or any
Parent or Subsidiary personnel on behalf of a competitor or potential competitor
of the Company, any Parent or Subsidiary, or any successor thereof; or (v)
solicitation of business on behalf of a competitor or potential competitor of
the Company, any Parent or Subsidiary, or any successor thereof.

         (c) Method of exercising an Option. Subject to the provisions of any
             ------------------------------
particular Option, including any provisions relating to vesting of an Option, an
Optionee may exercise an Option, in whole or in part, by written notice to the
Company stating in such written notice the number of shares of Stock such
Optionee elects to purchase under the Option, and the time of the delivery
thereof, which time shall be at least fifteen (15) days after the giving of such
notice, unless an earlier date shall have been mutually agreed upon. Upon
receipt of such written notice, the Company shall provide the Optionee with that
information required by the applicable state and federal securities laws. If
after receipt of such information, the Optionee desires to withdraw such notice
of exercise, the Optionee may withdraw such notice of exercise by notifying the
Company, in writing, prior to the time set forth for delivery of the shares of
Stock. In no event may an Option be exercised after the expiration of its term.
An Optionee is under no obligation to exercise an Option or any part thereof.

         (d) Payment for Option Stock. The exercise of any Option shall be
             ------------------------
contingent upon receipt by the Company of cash or certified bank check to its
order (or in the discretion of the Board of Directors, with shares of the
Company's Common Stock or cancellation of a vested portion of the Stock Option,
or any combination of the foregoing) in an amount equal to the full option price
of the shares of Stock being purchased. For purposes of this paragraph 9, shares
of the Company's Common Stock that are delivered in payment of the option price
shall be valued at their fair market value, as determined under the provisions
of the Plan. In the alternative, the Board of Directors may, but is not required
to, accept a promissory note, secured or unsecured, in the amount of the option
price made by the Optionee on terms and conditions satisfactory to the Board of
Directors.

         (e) Delivery of Stock to Optionee. Provided the optionee has delivered
             -----------------------------
proper notice of exercise and full payment of the option price, the Company
shall undertake and follow all necessary procedures to make prompt delivery of
the number of shares of Stock which the Optionee elects to purchase at the time
specified in such notice. Such delivery, however, may be postponed at the sole
discretion of the Company to enable the Company to comply with any applicable
procedures, regulations or listing requirements of any governmental agency,
stock exchange or regulatory authority. As a condition to the issuance of shares
of Stock, the Company may require such additional payments from the Optionee as
may be required to allow the Company to withhold any income taxes which Company
deems necessary to insure the Company that it can comply with any federal or
state income tax withholding requirements.

     10. Nontransferability of Options.  Except as otherwise provided in
         -----------------------------
paragraph 9(b) (iii) and (iv) hereof, an Option granted to an Optionee may be
exercised only during such Optionee's lifetime by such Optionee.  An Option may
not be sold, exchanged, assigned, pledged, encumbered, hypothecated or otherwise
transferred except by will or by the laws of decent and distribution.  No Option
or any right thereunder shall be subject to execution, attachment or similar
process by any creditors of the Optionee.  Upon any attempted assignment,
transfer,
<PAGE>

pledge, hypothecation or other encumbrance of any Option contrary to the
provisions hereof, such Option and all rights thereunder shall immediately
terminate and shall be null and void with respect to the transferee or assignee.

     11. Compliance with the Securities Laws.
         -----------------------------------

         (a) Optionee's Written Statement. The Board of Directors may, in its
             ----------------------------
sole discretion, require that at the time an Optionee elects to exercise his
Option, he shall furnish a written statement to the Company that he is acquiring
such shares of Stock for investment purposes only and that he has no intention
of reselling or otherwise disposing of such Stock, along with a written
acknowledgment that the Option and the shares of Stock pertaining to the Option
are not registered under the Securities Act of 1933, as amended (the "Act"), the
Florida securities laws, or any other state securities laws. In the event that
shares of Stock subject to the Option are registered with the Securities and
Exchange Commission, an Optionee shall no longer be required to comply with this
subparagraph 11(a).

         (b) Registration Requirements. If at any time the Board of Directors
             -------------------------
determines, in its sole discretion, that the listing, registration or
qualification of the shares of Stock subject to the Option upon any securities
exchange or under any state or federal securities laws, 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 shares
thereunder, then 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 (and the same shall have been free of any conditions not
acceptable to the Board of Directors).

         (c) Restrictions on Transfer of Shares. Subject to the Company's
             ----------------------------------
repurchase agreement and right of first refusal, as more particularly set forth
in paragraph 15 hereof, the shares of Stock acquired by an Optionee pursuant to
the exercise of an Option hereunder shall be freely transferable; provided,
however, that such shares of Stock may not be sold, transferred, pledged or
hypothecated, unless (i) a registration statement covering the securities is
effective under the Act and appropriate state securities laws, or (ii) an option
of counsel, satisfactory to the Company, that such sale, transfer, pledge or
hypothecation may legally be made without registration of such shares under
federal or state securities laws has been received by the Company.

         (d) Restrictive Legend. In order to enforce the restrictions imposed
             ------------------
upon shares of Stock under this Plan, the Company shall make appropriate
notation in its stock records or, if applicable, shall issue an appropriate
stock transfer instruction to the Company's stock transfer agent. In addition,
the Company may cause a legend or legends to be placed on any certificates
representing shares of Stock issued pursuant to this Plan, which legend or
legends shall make appropriate reference to such restrictions in substantially
the following form:

         The shares of Common Stock evidenced by this certificate have been
         issued under the Autonomous Technologies Corporation 1995 Stock Option
         Plan (the "Plan") and are subject to the terms and provisions of such
         Plan.

         These shares have not been registered under the Securities Act of 1933,
         as amended, the Florida Securities and Investor Protection Act or any
         other state securities laws, and, therefore, cannot be sold unless they
         are subsequently registered under the Act and
<PAGE>

         any applicable state securities laws, or unless an exemption from
         registration is available.

         These shares are subject to a repurchase option and right of first
         refusal as set forth in the Plan, and any sale, transfer, gift, pledge,
         or encumbrance of these shares is subject to this repurchase agreement
         and right of first refusal.

         (e) In the event of a transaction (as defined in Section 14 of the
Plan), Optionee will comply with Rule 145 of the Securities Act of 1933 and any
other restrictions imposed under other applicable legal or accounting principles
if Optionee is an "affiliate" (as defined in such applicable legal and
accounting principles) at the time of the transaction, and Optionee will execute
any documents necessary to ensure compliance with such rules.

     12. Changes in Capital Structure of Company.  In the event of a capital
         ---------------------------------------
adjustment resulting from a stock dividend, stock spit, reclassification,
recapitalization, or by reason of a merger, consolidation, or other
reorganization in which the Company is the surviving corporation, the Board of
Directors shall make such adjustment, if any, as it may deem appropriate in the
number and kind of shares authorized by this Plan, or in the number, option
price and kind of shares covered by the Options granted.  The Company shall give
notice of any adjustment to each Optionee and such adjustment shall be deemed
conclusive.  The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Board of Directors, and
any such adjustment may provide for the elimination of fractional shares.

     13. Reorganization, Dissolution or Liquidation.  In the event of the
         ------------------------------------------
dissolution or liquidation of the Company, or any merger or combination in which
the Company is not a surviving corporation is involved, or the Company transfers
substantially all of its assets or property to another corporation, or in the
event any other corporation acquires control of the Company in a reorganization
within the meaning of Section 368(a) of the Code, all outstanding Options shall
thereupon terminate, subject to the provisions of Section 14 herein, unless such
Options are assumed or substitutes therefor are issued (within the meaning of
Section 425(a) of the Code) by the surviving or acquiring corporation in any
such merger, combination or other reorganization.  Not withstanding the previous
sentence, the Company shall give at least fifteen (15) days written notice of
such transaction to holders of unexercised Options prior to the effective date
of such merger, combination, reorganization, dissolution or liquidation.

     14. Accelerated Vesting Upon Certain Events. Not withstanding the
         ---------------------------------------
provisions of the foregoing sections 12 and 13, and unless otherwise provided in
the Option Agreement, in the event of an acquisition of the Company through the
sale of substantially all of the Company's assets and the consequent
discontinuance of its business or through a merger, consolidation, exchange,
reorganization, reclassification, extraordinary dividend, divestiture or
liquidation of the Company (collectively referred to as a "change in control
transaction" or "transaction"), all outstanding Options shall become immediately
exercisable, whether such Options had become exercisable prior to the
transaction; provided, however, that if the acquiring party seeks to have the
transaction accounted for on a "pooling of interests" basis and, in the opinion
of the Company's independent certified public accountants and the Company's
counsel, accelerating the exercisability of such options would preclude a
pooling of interests under generally accepted accounting principles, the
exercisability of such options shall not accelerate. In addition to the
foregoing, in the event of such a transaction, the Board may provide for one or
more of the following:
<PAGE>

         (a) the complete termination of this Plan and the cancellation of
outstanding options not exercised prior to a date specified by the Board (which
date shall give Optionees a reasonable period of time in which to exercise the
options prior to or simultaneously with the effectiveness of such transaction);

         (b) that Optionees holding outstanding options shall receive, with
respect to each share of Option Stock subject to such options, as of the
effective date of any such transaction, cash in an amount equal to the excess of
the Fair Market Value of such Option Stock on the date immediately preceding the
effective date of such transaction over the option price per share of such
options; provided that the Board may, in lieu of such cash payment, distribute
to such Optionees shares of stock of the Company or shares of stock of any
corporation succeeding the Company by reason of such transaction, such shares
having a value equal to the cash payment herein; or

         (c) the continuance of the Plan with respect to the exercise of options
which were outstanding as of the date of adoption by the Board of such plan for
such transaction and provide to Optionees holding such options the right to
exercise their respective options as to an equivalent (in value) number of
shares of stock of the corporation succeeding the Company by reason of such
transaction.

     The Board may restrict the rights or applicability of this Section 14 to
the extent necessary to comply with Section 16(b) of the Securities Exchange Act
of 1934, the Internal Revenue Code or any other applicable law or regulation or
to qualify to have the transaction accounted for on a "pooling of interests"
basis.

     15. Option to Repurchase: Right of First Refusal.
         --------------------------------------------

         (a) Company's Option. Any Stock purchased pursuant to this Plan shall
             ----------------
be subject to an option to repurchase such Stock by the Company until the
Company becomes publicly held. Such option may be exercised by the Company
during said period only in the event of the voluntary termination of employment
or the involuntary termination of employment of the Optionee (except in the
event of a sale or liquidation of the Company in an acquisition), or in the
event of the resignation or removal of the Optionee from the Board of Directors
of the Company or any Parent, Subsidiary or successor thereof. The Company must
elect to exercise the option to repurchase within sixty (60) days following the
termination of the Optionee, otherwise such option shall expire. In order to
exercise the option, the Company must notify the optionee of its intent to
exercise its option by mailing a notice to the Optionee or the representative of
the Optionee's estate at the last address contained in the Company's files for
such Optionee. Such notice shall state that the Company intends to exercise its
option and shall state the purchase price per share which will be paid by the
Company and the date on which such option will be exercised, which date will not
be earlier than ten (10) days following the date of mailing said notice nor
later than sixty (60) days following the date (the "Termination") of termination
of employment, resignation or removal from the Board of Directors, or death of
the Optionee, as the case may be. The purchase price, in the case of termination
of employment or removal or resignation as a director, voluntarily or without
cause, shall be the fair market value of the Stock as determined by the Board of
Directors as of the date of the optionee's termination of employment or death.
The purchase price, in the case of termination of employment or removal as a
Director for cause, shall be the price paid by the Optionee for said shares. The
purchase price shall be evidenced by a promissory note, bearing interest at the
applicable federal rate
<PAGE>

under Section 1274(d) of the Code. Payments on said note shall be made in three
(3) equal annual installments commencing six (6) months after the Termination
Date. The term "cause" as used in this paragraph shall mean a determination by
the Board of Directors that Optionee breached a material agreement with the
Company or committed an offense against the Company which constituted a breach
of fiduciary duty or a material civil tort.

         (b) Right of First Refusal. Until the Company becomes publicly held,
             ----------------------
the Company will have the irrevocable right, privilege, and option to purchase
any Stock purchased by the Optionee pursuant to an option at any time when the
Optionee or any subsequent holder of said Stock ("Holder") receives a bonafide
offer to purchase part or all of said Stock by any other party, which offer is
acceptable to such Optionee or Holder, at the same price and upon the same terms
as such other party offers for the Stock or at fair market value of the Stock as
determined by the Board of Directors, whichever price is lower. If the Optionee
or Holder objects to the fair market value set by the Board of Directors, the
Optionee has the right to have the Stock appraised by a qualified, independent
appraiser with the cost of such appraisal to be paid by the optionee or Holder.
After such appraisal, the Company shall have the option to purchase the Stock on
the terms of the bona fide offer or the appraisal, whichever is less. The
Optionee or Holder will, upon receipt will be, or will be deemed to be, a holder
of any share of Stock subject to an option unless and until stock certificates
of such shares of Stock are issued to such person or persons pursuant to the
terms of this Plan. Except as otherwise provided in paragraph 12 of this Plan,
no adjustment shall be made for dividends or other rights for which the record
date occurs prior to the date such stock certificate is issued.

         (c) Dividends. Purchasers of Stock pursuant to this Plan will be
             ---------
entitled, after issuance of their stock certificates, to any dividends that may
be declared and paid on the shares of Stock registered in their names. A stock
certificate representing dividends declared and paid in shares of Stock shall be
issued and delivered to the purchaser after such shares have been registered in
the purchaser's name. Such stock certificate shall bear the legends set forth
above and shall be subject to the provisions of this Plan, the Option Agreement
and any escrow arrangement.

         (d) Voting Rights. Purchasers of shares of the Stock shall be entitled
             -------------
to receive all notices of meetings and exercise all voting rights of a
shareholder with respect to the shares of Stock purchased.

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

         (a) Discretion of the Board of Directors. The Board of Directors may
             ------------------------------------
amend or terminate this Plan at any time provided; however, that (i) any such
amendment or termination shall not adversely affect the rights of Optionees who
were granted Options prior thereto, (ii) any such amendment shall not result in
a "modification" of any Option within the meaning of Section 425(h) of the Code
and (iii) any amendment which increases the total number of shares of Stock
covered by this Plan or changes the definition of Eligible Employee shall be
subject to obtaining the approval of the Company's shareholders.

         (b) Automatic Termination. This Plan shall terminate ten (10) years
             ---------------------
after its approval by the shareholders of the Company or its adoption by the
Board of Directors, whichever is earlier, unless the Board of Directors shall,
in its discretion, elect to terminate this Plan at an earlier date. Options may
be granted under this Plan at any time and from time to time prior to
termination of the Plan under this subparagraph 17(b). Any Option outstanding at
the time the
<PAGE>

Plan is terminated under this subparagraph 17(b) shall remain in effect until
the Option is exercised or expires.

     17. Miscellaneous.
         -------------

         (a) Notices. All notices and elections by an Optionee shall be in
             -------
writing and delivered in person or by mail to the President or Treasurer of the
Company at the principal office of the Company.

         (b) Effective Date of the Plan. The effective date of this Plan shall
             --------------------------
be the earlier of the date on which the Board adopts the Plan, or the date of
this approval by the shareholders of the Company.

         (c) Employment. Nothing in the Plan or in any Option granted hereunder,
             ----------
or in any Stock Option Agreement relating thereto shall confer upon any employee
of the Company or any Subsidiary, or any successor thereof, the right to
continue in the employ of the Company or any Subsidiary.

         (d) Plan Binding. The Plan shall be binding upon the successors and
             ------------
assigns of the Company.

         (e) Gender. Whenever used herein, nouns in the singular shall include
             ------
the plural, and the masculine pronoun shall include the feminine gender.

         (f) Headings. Captioned headings of paragraphs and subparagraphs hereof
             --------
are inserted for convenience and reference, and constitute no part of the Plan.

         (g) Applicable Law. The validity, interpretation and enforcement of
             --------------
this Plan are governed in all respects by the laws of the State of Florida and
the United States of America.

--------------------------------------------------------------------------------

     Originally adopted by the Board of Directors on October 25, 1995.

     Originally adopted by the Shareholders on February 14, 1996.

     Amended by the Shareholders on June 12, 1997 to increase the shares in the
Plan by 700,000.

     Amended by the Board of Directors on October 14, 1997 to include provisions
effecting acceleration of options in certain conditions of a change in control
or acquisition of the Company.