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                                                                   EXHIBIT 10.13

                              HAMILTON BANCORP INC.

                   2000 EXECUTIVE INCENTIVE COMPENSATION PLAN

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         1. PURPOSE. The purpose of this Plan is to advance the interests of
HAMILTON BANCORP INC., a Florida corporation (the "Company"), and its
Subsidiaries and Affiliates by providing an additional incentive to attract and
retain qualified and competent persons who are key employees or directors of the
Company and its Subsidiaries and Affiliates, and upon whose efforts and judgment
the success of the Company and its Subsidiaries and Affiliates are largely
dependent.

         2. DEFINITIONS. As used herein, the following terms shall have the
meaning indicated:

                  (a) "Affiliate" shall mean any corporation other than the
         Company that is a member of an affiliated group of corporations, as
         defined in Section 1504 (determined without regard to Section 1504(b))
         of the Internal Revenue Code, of which the Company is a member.

                  (b) "Annual Incentive Award" shall mean a conditional right
         granted to a Participant under Section 11(c) hereof to receive a cash
         payment, Shares or other Award, unless otherwise determined by the
         Committee, after the end of a specified fiscal year.

                  (c) "Award" shall mean any cash award, Option, Restricted
         Stock, Performance Award or Annual Incentive Award, together with any
         other right or interest granted to a Participant under the Plan.

                  (d) "Board" shall mean the Board of Directors of the Company.

                  (e) "Committee" shall mean the compensation committee
         appointed by the Board pursuant to Section 16(a) hereof.

                  (f) "Common Stock" shall mean the Company's Common Stock, par
         value $.01 per share.

                  (g) "Covered Employee" shall mean any individual who, on the
         last day of the taxable year of the Company, is (i) the Chief Executive
         Officer of the Company or is acting in such capacity (the "CEO"), (ii)
         among the four highest compensated officers of the Company and its
         Subsidiaries and Affiliates (other than the CEO), or (iii) otherwise
         considered to be a "Covered Employee" within the meaning of Section
         162(m) of the Internal Revenue Code and the regulations promulgated
         thereunder.

                  (h) "Director" shall mean a member of the Board.

                  (i) "Eligible Person" means each Officer of the Company (as
         defined under the Exchange Act) and other officers, directors and
         employees of the Company and its Subsidiaries and Affiliates.




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         An employee on leave of absence may be considered as still in the
         employ of the Company or its Subsidiary or Affiliate for purposes of
         eligibility for participation in the Plan.

                  (j) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended.

                  (k) "Fair Market Value" of a Share on any date of reference
         shall mean the "Closing Price" (as defined below) of the Common Stock
         on the business day immediately preceding such date, unless the
         Committee or the Board in its sole discretion shall determine otherwise
         in a fair and uniform manner. For the purpose of determining Fair
         Market Value, the "Closing Price" of the Common Stock on any business
         day shall be (i) if the Common Stock is listed or admitted for trading
         on any United States national securities exchange, or if actual
         transactions are otherwise reported on a consolidated transaction
         reporting system, the last reported sale price of Common Stock on such
         exchange or reporting system, as reported in any newspaper of general
         circulation, (ii) if the Common Stock is quoted on the National
         Association of Securities Dealers Automated Quotations System
         ("NASDAQ"), or any similar system of automated dissemination of
         quotations of securities prices in common use, the last reported sale
         price of Common Stock on such system or, if sales prices are not
         reported, the mean between the closing high bid and low asked
         quotations for such day of Common Stock on such system, as reported in
         any newspaper of general circulation or (iii) if neither clause (i) or
         (ii) is applicable, the mean between the high bid and low asked
         quotations for the Common Stock as reported by the National Quotation
         Bureau, Incorporated if at least two securities dealers have inserted
         both bid and asked quotations for Common Stock on at least five of the
         ten preceding days. If neither (i), (ii), or (iii) above is applicable,
         then Fair Market Value shall be determined in good faith by the
         Committee or the Board in a fair and uniform manner.

                  (l) "Incentive Stock Option" shall mean an incentive stock
         option as defined in Section 422 of the Internal Revenue Code.

                  (m) "Internal Revenue Code" shall mean the Internal Revenue
         Code of 1986, as amended from time to time.

                  (n) "Non-Employee Director" shall mean a Director who is not
         an employee of the Company or any Subsidiary or Affiliate.

                  (o) "Non-Qualified Stock Option" shall mean an Option which is
         not an Incentive Stock Option.

                  (p) "Officer" shall mean the Company's Chairman of the Board,
         President, Chief Executive Officer, principal financial officer,
         principal accounting officer, any vice-president of the Company in
         charge of a principal business unit, division or function (such as
         sales, administration or finance), any other officer who performs a
         policy-making function, or any other person who performs similar
         policy-making functions for the Company. Officers of Subsidiaries shall
         be deemed Officers of the Company if they perform such policy-making
         functions for the Company. As used in this paragraph, the phrase
         "policy-making function" does not include policy-making functions that
         are not significant. If pursuant to Item 401(b) of Regulation S-K (17
         C.F.R.ss.229.401(b)) the Company identifies a person as an "executive





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         officer," the person so identified shall be deemed an "Officer" even
         though such person may not otherwise be an "Officer" pursuant to the
         foregoing provisions of this paragraph.

                  (q) "Option" (when capitalized) shall mean any option granted
         under this Plan.

                  (r) "Outside Director" shall mean a member of the Board who
         qualifies as an "outside director" under Section 162(m) of the Internal
         Revenue Code and the regulations thereunder and as a "Non-Employee
         Director" under Rule 16b-3 promulgated under the Securities Exchange
         Act.

                  (s) "Participant" shall mean a person to whom an Award is
         granted under this Plan or any person who succeeds to the rights of
         such person under this Plan by reason of the death of such person.

                  (t) "Performance Award" shall mean a right, granted to an
         Eligible Person under Section 11 hereof, to receive Awards based upon
         performance criteria specified by the Committee or the Board.

                  (u) "Plan" shall mean this 2000 Executive Incentive
         Compensation Plan for the Company.

                  (v) "Restricted Stock" means Shares granted to a Participant
         under Section 10 hereof, that are subject to certain restrictions
         and/or risks of forfeiture.

                  (w) "Share" shall mean a share of Common Stock.

                  (x) "Subsidiary" shall mean any corporation (other than the
         Company) in any unbroken chain of corporations beginning with the
         Company if, at the time of the granting of the Option, each of the
         corporations other than the last corporation in the unbroken chain owns
         stock possessing 50 percent or more of the total combined voting power
         of all classes of stock in one of the other corporations in such chain.

         3. SHARES SUBJECT TO AWARDS.

                  (a) LIMITATION ON OVERALL NUMBER OF SHARES SUBJECT TO AWARDS.
         Subject to adjustment as provided in Section 12(a) hereof, the total
         number of Shares reserved and available for delivery in connection with
         Awards under the Plan shall be the sum of (i) 300,000, plus (ii) the
         number of Shares with respect to Awards previously granted under the
         Plan that terminate without being exercised, expire, are forfeited or
         canceled, and the number of Shares that are surrendered in payment of
         any Awards or any tax withholding with regard thereto. Any Shares
         delivered under the Plan may consist, in whole or in part, of
         authorized and unissued shares or treasury shares. Subject to
         adjustment as provided in Section 12(a) hereof, in no event shall the
         aggregate number of Shares which may be issued pursuant to ISOs exceed
         300,000 Shares.

                  (b) PER PERSON AWARD LIMITATION. In each fiscal year during
         any part of which the Plan is in effect, an Eligible Person may not be
         granted Awards relating to more than 150,000 Shares, subject to
         adjustment as provided in Section 12(a), under each of Sections 5(a)
         and 10(a). In addition, the




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         maximum amount that may be earned as an Annual Incentive Award or other
         cash Award in any fiscal year by any one Participant shall be
         $5,000,000, and the maximum amount that may be earned as a Performance
         Award or other cash Award in respect of a performance period by any one
         Participant shall be $5,000,000.

         4. INCENTIVE AND NON-QUALIFIED OPTIONS.

                  (a) An Option granted hereunder shall be either an Incentive
         Stock Option or a Non-Qualified Stock Option as determined by the
         Committee at the time of grant of such Option and shall clearly state
         whether it is an Incentive Stock Option or a Non-Qualified Stock
         Option. All Incentive Stock Options shall be granted within 10 years
         from the effective date of this Plan. Incentive Stock Options may not
         be granted to any person who is not an employee of the Company or any
         Subsidiary or Affiliate.

                  (b) Options otherwise qualifying as Incentive Stock Options
         hereunder will not be treated as Incentive Stock Options to the extent
         that the aggregate fair market value (determined at the time the Option
         is granted) of the Shares, with respect to which Options meeting the
         requirements of Section 422(b) of the Internal Revenue Code are
         exercisable for the first time by any individual during any calendar
         year (under all plans of the Company and its parent and subsidiary
         corporations as defined in Section 424 of the Internal Revenue Code),
         exceeds $100,000.

         5. CONDITIONS FOR GRANT OF OPTIONS.

                  (a) Each Option shall be evidenced by an option agreement that
         may contain any term deemed necessary or desirable by the Committee,
         provided such terms are not inconsistent with this Plan or any
         applicable law. Participants shall be those persons selected by the
         Committee in its sole discretion. Any person who files with the
         Committee, in a form satisfactory to the Committee, a written waiver of
         eligibility to receive any Option under this Plan shall not be eligible
         to receive any Option under this Plan for the duration of such waiver.

                  (b) In granting Options, the Committee shall take into
         consideration the contribution the person has made to the success of
         the Company or its Subsidiaries or Affiliates and such other factors as
         the Committee shall determine. The Committee shall also have the
         authority to consult with and receive recommendations from officers and
         other personnel of the Company and its Subsidiaries and Affiliates with
         regard to these matters. The Committee may from time to time in
         granting Options under the Plan prescribe such other terms and
         conditions concerning such Options as it deems appropriate, including,
         without limitation, (i) prescribing the date or dates on which the
         Option becomes exercisable, (ii) providing that the Option rights
         accrue or become exercisable in installments over a period of years, or
         upon the attainment of stated goals or both, or (iii) relating an
         Option to the continued employment of the Participant for a specified
         period of time, provided that such terms and conditions are not more
         favorable to a Participant than those expressly permitted herein.

                  (c) If applicable, the Options granted to employees under
         this Plan shall be in addition to regular salaries, pension, life
         insurance or other benefits related to their employment with the
         Company or its



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         Subsidiaries or Affiliates. Neither the Plan nor any Option granted
         under the Plan shall confer upon any person any right to employment or
         continuance of employment by the Company or its Subsidiaries or
         Affiliates.

                  (d) Notwithstanding any other provision of this Plan, an
         Incentive Stock Option shall not be granted to any person owning
         directly or indirectly (through attribution under Section 424(d) of the
         Internal Revenue Code) at the date of grant, stock possessing more than
         10% of the total combined voting power of all classes of stock of the
         Company (or of its parent or subsidiary corporation (as defined in
         Section 424 of the Internal Revenue Code) at the date of grant) unless
         the option price of such Option is at least 110% of the Fair Market
         Value of the Shares subject to such Option on the date the Option is
         granted, and such Option by its terms is not exercisable after the
         expiration of five years from the date such Option is granted.

                  (e) Notwithstanding any other provision of this Plan, and in
         addition to any other requirements of this Plan, Options may not be
         granted to a Covered Employee unless the grant of such Option is
         authorized by, and all of the terms of such Options are determined by,
         a Committee that is appointed in accordance with Section 16 of this
         Plan and all whose members are Outside Directors.

                  (f) Incentive Stock Options may not be granted to any Outside
         Directors.

         6. EXERCISE PRICE. The exercise price per Share of any Option shall be
any price determined by the Committee but shall not be less than the par value
per Share; provided, however, that in no event shall the exercise price per
Share of any Incentive Stock Option be less than the Fair Market Value of the
Shares underlying such Option on the date such Option is granted.

         7. EXERCISE OF OPTIONS.

                  (a) An Option shall be deemed exercised when (i) the Company
         has received written notice of such exercise in accordance with the
         terms of the Option, (ii) full payment of the aggregate option price of
         the Shares as to which the Option is exercised has been made, and (iii)
         arrangements that are satisfactory to the Committee in its sole
         discretion have been made for the Participant's payment to the Company
         of the amount that is necessary for the Company or Subsidiary or
         Affiliate employing the Participant to withhold in accordance with
         applicable Federal or state tax withholding requirements.

                  (b) Unless further limited by the Committee in any Option, the
         consideration to be paid for the Shares to be issued upon exercise of
         an Option as well as the method of payment of the exercise price and of
         any withholding and employment taxes applicable thereto, shall consist
         of: (1) cash, (2) certified or official bank check, (3) money order,
         (4) Shares that have been held by the Participant for at least six (6)
         months (or such other Shares as the Company determines will not cause
         the Company to recognize for financial accounting purposes a charge for
         compensation expense), (5) the withholding of Shares issuable upon
         exercise of the Option, (6) pursuant to a "cashless exercise"
         procedure, by delivery of a properly executed exercise notice together
         with such other documentation, and subject to such guidelines, as the
         Committee shall require to effect an exercise of the Option and
         delivery to the Company by a licensed broker acceptable to the Company
         of proceeds from the sale of Shares or a




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         margin loan sufficient to pay the exercise price and any applicable
         income or employment taxes, or (7) in such other consideration as the
         Committee deems appropriate, or by a combination of the above. In the
         case of an Incentive Stock Option, the permissible methods of payment
         shall be specified at the time the Option is granted. The Committee in
         its sole discretion may accept a personal check in full or partial
         payment of any Shares. If the exercise price is paid in whole or in
         part with Shares, or through the withholding of Shares issuable upon
         exercise of the Option, the value of the Shares surrendered or withheld
         shall be their Fair Market Value on the date the Option is exercised.
         The Company in its sole discretion may, on an individual basis or
         pursuant to a general program established in connection with this Plan,
         lend money to a Participant, guarantee a loan to a Participant, or
         otherwise assist a Participant to obtain the cash necessary to exercise
         all or a portion of an Option granted hereunder or to pay any tax
         liability of the Participant attributable to such exercise. If the
         exercise price is paid in whole or part with Participant's promissory
         note, such note shall (i) provide for full recourse to the maker, (ii)
         be collateralized by the pledge of the Shares that the Participant
         purchases upon exercise of such Option, (iii) bear interest at the
         prime rate of the Company's principal lender, and (iv) contain such
         other terms as the Committee in its sole discretion shall reasonably
         require.

                  (c) No Participant shall be deemed to be a holder of any
         Shares subject to an Option unless and until a stock certificate or
         certificates for such Shares are issued to such person(s) under the
         terms of this Plan. No adjustment shall be made for dividends (ordinary
         or extraordinary, whether in cash, securities or other property) or
         distributions or other rights for which the record date is prior to the
         date such stock certificate is issued, except as expressly provided in
         Section 12 hereof.

         8. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in
such amounts, at such intervals and upon such terms as the Committee shall
provide in such Option, except as otherwise provided in this Section 8 and in
Section 13 hereof.

                  (a) The expiration date of an Option shall be determined by
         the Committee at the time of grant, but in no event shall an Option be
         exercisable after the expiration of 10 years from the date on which the
         Option is granted.

                  (b) The Committee may in its sole discretion, accelerate the
         date on which any Option may be exercised and may accelerate the
         vesting of any Shares subject to any Option or previously acquired by
         the exercise of any Option.

         9. TERMINATION OF OPTION PERIOD.

                  (a) Unless otherwise provided in any Option agreement, the
         unexercised portion of any Option shall automatically and without
         notice terminate and become null and void at the time of the earliest
         to occur of the following:

                           (i) three months after the date on which the
                  Participant's employment with the Company or any Subsidiary or
                  Affiliate is terminated other than by reason of (A) Cause,
                  which, solely for purposes of this Plan, shall mean the
                  termination of the Participant's employment by reason of




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                  the Optionee's willful misconduct or gross negligence, (B) a
                  mental or physical disability (within the meaning of Internal
                  Revenue Code Section 22(e)) of the Participant as determined
                  by a medical doctor satisfactory to the Committee, or ( C)
                  death of the Participant;

                           (ii) immediately upon the termination of the
                  Participant's employment with the Company or any Subsidiary or
                  Affiliate for Cause;

                           (iii)twelve months after the date on which the
                  Participant's employment is terminated with the Company or any
                  Subsidiary or Affiliate by reason of a mental or physical
                  disability (within the meaning of Internal Revenue Code
                  Section 22(e)) as determined by a medical doctor satisfactory
                  to the Committee;

                           (iv) (A) twelve months after the date of termination
                  of the Participant's employment with the Company or any
                  Subsidiary or Affiliate by reason of death of the Participant,
                  or, if later, (B) three months after the date on which the
                  Participant shall die if such death shall occur during the one
                  year period specified in Subsection 9(a)(iii) hereof. All
                  references herein to the termination of the Participants
                  employment shall, in the case of a Participant who is not an
                  employee of the Company or a Subsidiary or Affiliate, refer to
                  the termination of the Participants service with the Company
                  or a Subsidiary or Affiliate.

                  (b) The Committee in its sole discretion may by written notice
         (A cancellation notice) cancel, effective upon the consummation of any
         corporate transaction described in Subsection 13(b)(ii) or (iii)
         hereof, any Option that remains unexercised on such date. Such
         cancellation notice shall be given a reasonable period of time prior to
         the proposed date of such cancellation and may be given either before
         or after approval of such corporate transaction.

         10. RESTRICTED STOCK. The Committee is authorized to grant Restricted
Stock to Participants on the following terms and conditions:

                  (a) GRANT AND RESTRICTIONS. Restricted Stock shall be subject
         to such restrictions on transferability, risk of forfeiture and other
         restrictions, if any, as the Committee may impose, which restrictions
         may lapse separately or in combination at such times, under such
         circumstances (including based on achievement of performance goals
         and/or future service requirements), in such installments or otherwise,
         as the Committee may determine at the date of grant or thereafter.
         Except to the extent restricted under the terms of the Plan and any
         Award agreement relating to the Restricted Stock, a Participant granted
         Restricted Stock shall have all of the rights of a stockholder,
         including the right to vote the Restricted Stock and the right to
         receive dividends thereon (subject to any mandatory reinvestment or
         other requirement imposed by the Committee or the Board). During the
         restricted period applicable to the Restricted Stock, subject to
         Section 14 below, the Restricted Stock may not be sold, transferred,
         pledged, hypothecated, margined or otherwise encumbered by the
         Participant.

                  (b) FORFEITURE. Except as otherwise determined by the
         Committee at the time of the Award, upon termination of a Participant's
         employment or service with the Company or any Subsidiary or Affiliate




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         during the applicable restriction period, the Participant's Restricted
         Stock that is at that time subject to restrictions shall be forfeited
         and reacquired by the Company; provided that the Committee may provide,
         by rule or regulation or in any Award agreement, or may determine in
         any individual case, that restrictions or forfeiture conditions
         relating to Restricted Stock shall be waived in whole or in part in the
         event of terminations resulting from specified causes, and the
         Committee may in other cases waive in whole or in part the forfeiture
         of Restricted Stock.

                  (c) CERTIFICATES FOR STOCK. Restricted Stock granted under the
         Plan may be evidenced in such manner as the Committee shall determine.
         If certificates representing Restricted Stock are registered in the
         name of the Participant, the Committee may require that such
         certificates bear an appropriate legend referring to the terms,
         conditions and restrictions applicable to such Restricted Stock, that
         the Company retain physical possession of the certificates, and that
         the Participant deliver a stock power to the Company, endorsed in
         blank, relating to the Restricted Stock.

                  (d) DIVIDENDS AND SPLITS. As a condition to the grant of an
         Award of Restricted Stock, the Committee may require that any cash
         dividends paid on a share of Restricted Stock be automatically
         reinvested in additional shares of Restricted Stock or applied to the
         purchase of additional Awards under the Plan. Unless otherwise
         determined by the Committee, Shares distributed in connection with a
         stock split or stock dividend, and other property distributed as a
         dividend, shall be subject to restrictions and a risk of forfeiture to
         the same extent as the Restricted Stock with respect to which such
         Shares or other property has been distributed.

         11. PERFORMANCE AND ANNUAL INCENTIVE AWARDS.

                  (a) PERFORMANCE CONDITIONS. The right of a Participant to
         exercise or receive a grant or settlement of any Award, and the timing
         thereof, may be subject to such performance conditions as may be
         specified by the Committee or the Board. The Committee or the Board may
         use such business criteria and other measures of performance as it may
         deem appropriate in establishing any performance conditions, and may
         exercise its discretion to reduce the amounts payable under any Award
         subject to performance conditions, except as limited under Sections
         11(b) and 11(c) hereof in the case of a Performance Award or Annual
         Incentive Award intended to qualify under Code Section 162(m). If and
         to the extent required under Code Section 162(m), any power or
         authority relating to a Performance Award or Annual Incentive Award
         intended to qualify under Code Section 162(m), shall be exercised by
         the Committee and not the Board.

                  (b) PERFORMANCE AWARDS GRANTED TO DESIGNATED COVERED
         EMPLOYEES. If and to the extent that the Committee determines that a
         Performance Award to be granted to an Eligible Person who is designated
         by the Committee as likely to be a Covered Employee should qualify as
         "performance-based compensation" for purposes of Code Section 162(m),
         the grant, exercise and/or settlement of such Performance Award shall
         be contingent upon achievement of preestablished performance goals and
         other terms set forth in this Section 11(b).





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                           (i) PERFORMANCE GOALS GENERALLY. The performance
                  goals for such Performance Awards shall consist of one or more
                  business criteria and a targeted level or levels of
                  performance with respect to each of such criteria, as
                  specified by the Committee consistent with this Section 11(b).
                  Performance goals shall be objective and shall otherwise meet
                  the requirements of Code Section 162(m) and regulations
                  thereunder including the requirement that the level or levels
                  of performance targeted by the Committee result in the
                  achievement of performance goals being "substantially
                  uncertain." The Committee may determine that such Performance
                  Awards shall be granted, exercised and/or settled upon
                  achievement of any one performance goal or that two or more of
                  the performance goals must be achieved as a condition to
                  grant, exercise and/or settlement of such Performance Awards.
                  Performance goals may differ for Performance Awards granted to
                  any one Participant or to different Participants.

                           (ii) BUSINESS CRITERIA. One or more of the following
                  business criteria for the Company, on a consolidated basis,
                  and/or specified subsidiaries or business units of the Company
                  (except with respect to the total stockholder return and
                  earnings per share criteria), shall be used exclusively by the
                  Committee in establishing performance goals for such
                  Performance Awards: (1) total stockholder return; (2) such
                  total stockholder return as compared to total return (on a
                  comparable basis) of a publicly available index such as, but
                  not limited to, the Standard & Poor's 500 Stock Index or the
                  S&P Specialty Retailer Index; (3) net income; (4) pretax
                  earnings; (5) earnings before interest expense, taxes,
                  depreciation and amortization; (6) pretax operating earnings
                  after interest expense and before bonuses, service fees, and
                  extraordinary or special items; (7) operating margin; (8)
                  earnings per share; (9) return on equity; (10) return on
                  capital; (11) return on investment; (12) operating earnings;
                  (13) working capital or inventory; and (14) ratio of debt to
                  stockholders' equity. One or more of the foregoing business
                  criteria shall also be exclusively used in establishing
                  performance goals for Annual Incentive Awards granted to a
                  Covered Employee under Section 11 hereof that are intended to
                  qualify as "performanced-based compensation under Code Section
                  162(m).

                           (iii)PERFORMANCE PERIOD; TIMING FOR ESTABLISHING
                  PERFORMANCE GOALS. Achievement of performance goals in respect
                  of such Performance Awards shall be measured over a
                  performance period of up to ten years, as specified by the
                  Committee. Performance goals shall be established not later
                  than 90 days after the beginning of any performance period
                  applicable to such Performance Awards, or at such other date
                  as may be required or permitted for "performance-based
                  compensation" under Code Section 162(m).

                           (iv) PERFORMANCE AWARD POOL. The Committee may
                  establish a Performance Award pool, which shall be an unfunded
                  pool, for purposes of measuring Company performance in
                  connection with Performance Awards. The amount of such
                  Performance Award pool shall be based upon the achievement of
                  a performance goal or goals based on one or more of the
                  business criteria set forth in Section 11(b)(ii) hereof during
                  the given performance period, as specified by the Committee in
                  accordance with Section 11(b)(iii) hereof. The Committee may
                  specify the amount of the Performance Award pool as a
                  percentage of any of such business




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                  criteria, a percentage thereof in excess of a threshold
                  amount, or as another amount which need not bear a strictly
                  mathematical relationship to such business criteria.

                           (v) SETTLEMENT OF PERFORMANCE AWARDS; OTHER TERMS.
                  Settlement of such Performance Awards shall be in cash, Stock,
                  other Awards or other property, in the discretion of the
                  Committee. The Committee may, in its discretion, reduce the
                  amount of a settlement otherwise to be made in connection with
                  such Performance Awards. The Committee shall specify the
                  circumstances in which such Performance Awards shall be paid
                  or forfeited in the event of termination of employment by the
                  Participant prior to the end of a performance period or
                  settlement of Performance Awards.

                  (c) ANNUAL INCENTIVE AWARDS GRANTED TO DESIGNATED COVERED
         EMPLOYEES. If and to the extent that the Committee determines that an
         Annual Incentive Award to be granted to an Eligible Person who is
         designated by the Committee as likely to be a Covered Employee should
         qualify as "performance-based compensation" for purposes of Code
         Section 162(m), the grant, exercise and/or settlement of such Annual
         Incentive Award shall be contingent upon achievement of preestablished
         performance goals and other terms set forth in this Section 11(c).

                           (i) ANNUAL INCENTIVE AWARD POOL. The Committee may
                  establish an Annual Incentive Award pool, which shall be an
                  unfunded pool, for purposes of measuring Company performance
                  in connection with Annual Incentive Awards. The amount of such
                  Annual Incentive Award pool shall be based upon the
                  achievement of a performance goal or goals based on one or
                  more of the business criteria set forth in Section 11(b)(ii)
                  hereof during the given performance period, as specified by
                  the Committee in accordance with Section 11(b)(iii) hereof.
                  The Committee may specify the amount of the Annual Incentive
                  Award pool as a percentage of any such business criteria, a
                  percentage thereof in excess of a threshold amount, or as
                  another amount which need not bear a strictly mathematical
                  relationship to such business criteria.

                           (ii) POTENTIAL ANNUAL INCENTIVE AWARDS. Not later
                  than the end of the 90th day of each fiscal year, or at such
                  other date as may be required or permitted in the case of
                  Awards intended to be "performance-based compensation" under
                  Code Section 162(m), the Committee shall determine the
                  Eligible Persons who will potentially receive Annual Incentive
                  Awards, and the amounts potentially payable thereunder, for
                  that fiscal year, either out of an Annual Incentive Award pool
                  established by such date under Section 11(c)(i) hereof or as
                  individual Annual Incentive Awards. In the case of individual
                  Annual Incentive Awards intended to qualify under Code Section
                  162(m), the amount potentially payable shall be based upon the
                  achievement of a performance goal or goals based on one or
                  more of the business criteria set forth in Section 11(b)(ii)
                  hereof in the given performance year, as specified by the
                  Committee; in other cases, such amount shall be based on such
                  criteria as shall be established by the Committee.

                           (iii) PAYOUT OF ANNUAL INCENTIVE AWARDS. After the
                  end of each fiscal year, the Committee shall determine the
                  amount, if any, of (A) the Annual Incentive Award pool, and
                  the maximum amount of potential Annual Incentive Award payable
                  to each Participant in the Annual Incentive




                                       10
<PAGE>   11

                  Award pool, or (B) the amount of potential Annual Incentive
                  Award otherwise payable to each Participant. The Committee
                  may, in its discretion, determine that the amount payable to
                  any Participant as an Annual Incentive Award shall be reduced
                  from the amount of his or her potential Annual Incentive
                  Award, including a determination to make no Award whatsoever.
                  The Committee shall specify the circumstances in which an
                  Annual Incentive Award shall be paid or forfeited in the event
                  of termination of employment by the Participant prior to the
                  end of a fiscal year or settlement of such Annual Incentive
                  Award.

                  (d) WRITTEN DETERMINATIONS. All determinations by the
         Committee as to the establishment of performance goals, the amount of
         any Performance Award pool or potential individual Performance Awards
         and as to the achievement of performance goals relating to Performance
         Awards under Section 11(b), and the amount of any Annual Incentive
         Award pool or potential individual Annual Incentive Awards and the
         amount of final Annual Incentive Awards under Section 11(c), shall be
         made in writing in the case of any Award intended to qualify under Code
         Section 162(m). The Committee may not delegate any responsibility
         relating to such Performance Awards or Annual Incentive Awards if and
         to the extent required to comply with Code Section 162(m).

                  (e) STATUS OF SECTION 11(b) AND SECTION 11(c) AWARDS UNDER
         CODE SECTION 162(m). It is the intent of the Company that Performance
         Awards and Annual Incentive Awards under Section 11(b) and 11(c) hereof
         granted to persons who are designated by the Committee as likely to be
         Covered Employees within the meaning of Code Section 162(m) and
         regulations thereunder shall, if so designated by the Committee,
         constitute "qualified performance-based compensation" within the
         meaning of Code Section 162(m) and regulations thereunder. Accordingly,
         the terms of Sections 11(b), (c) and (d) and Section 3(b) hereof,
         including the definitions of Covered Employee and other terms used
         therein, shall be interpreted in a manner consistent with Code Section
         162(m) and regulations thereunder. The foregoing notwithstanding,
         because the Committee cannot determine with certainty whether a given
         Participant will be a Covered Employee with respect to a fiscal year
         that has not yet been completed, the term Covered Employee as used
         herein shall mean only a person designated by the Committee, at the
         time of grant of Performance Awards or an Annual Incentive Award, as
         likely to be a Covered Employee with respect to that fiscal year. If
         any provision of the Plan or any agreement relating to such Performance
         Awards or Annual Incentive Awards does not comply or is inconsistent
         with the requirements of Code Section 162(m) or regulations thereunder,
         such provision shall be construed or deemed amended to the extent
         necessary to conform to such requirements.

         12. ADJUSTMENTS.

                  (a) In the event that any dividend or other distribution
         (whether in the form of cash, Shares, or other property),
         recapitalization, forward or reverse split, reorganization, merger,
         consolidation, spin-off, combination, repurchase, share exchange,
         liquidation, dissolution or other similar corporate transaction or
         event affects the Shares such that a substitution or adjustment is
         determined by the Committee to be appropriate in order to prevent
         dilution or enlargement of the rights of Participants under the Plan,
         or because the Company shall cease to exist as a result of such
         transaction, then the Committee shall, in such manner as it may deem
         equitable, substitute or adjust any or all of (i) the number and kind
         of




                                       11
<PAGE>   12

         Shares which may be delivered in connection with Awards granted
         thereafter, (ii) the number and kind of Shares by which annual
         per-person Award limitations are measured under Section 3 hereof, (iii)
         the number and kind of Shares subject to or deliverable in respect of
         outstanding Awards and (iv) the exercise price, grant price or purchase
         price relating to any Award and/or make provision for payment of cash
         or other property in respect of any outstanding Award. In addition, the
         Committee (and the Board if and only to the extent such authority is
         not required to be exercised by the Committee to comply with Code
         Section 162(m)) is authorized to make adjustments in the terms and
         conditions of, and the criteria included in, Awards (including
         Performance Awards and performance goals, and Annual Incentive Awards
         and any Annual Incentive Award pool or performance goals relating
         thereto) in recognition of unusual or nonrecurring events (including,
         without limitation, events described in the preceding sentence, as well
         as acquisitions and dispositions of businesses and assets) affecting
         the Company, any Subsidiary, Affiliate or any business unit, or the
         financial statements of the Company or any Subsidiary or Affiliate, or
         in response to changes in applicable laws, regulations, accounting
         principles, tax rates and regulations or business conditions or in view
         of the Committee's assessment of the business strategy of the Company,
         any Subsidiary, Affiliate or business unit thereof, performance of
         comparable organizations, economic and business conditions, personal
         performance of a Participant, and any other circumstances deemed
         relevant; provided that no such adjustment shall be authorized or made
         if and to the extent that such authority or the making of such
         adjustment would cause Options, Performance Awards or Annual Incentive
         Awards granted hereunder to Participants designated by the Committee as
         Covered Employees and intended to qualify as "performance-based
         compensation" under Code Section 162(m) and the regulations thereunder
         to otherwise fail to qualify as "performance-based compensation" under
         Code Section 162(m) and regulations thereunder.

                  (b) Except as otherwise expressly provided herein, the
         issuance by the Company of shares of its capital stock of any class, or
         securities convertible into shares of capital stock of any class,
         either in connection with a direct sale or upon the exercise of rights
         or warrants to subscribe therefor, or upon conversion of shares or
         obligations of the Company convertible into such shares or other
         securities, shall not affect, and no adjustment by reason thereof shall
         be made to, the number of (or, in the case of Options, the exercise
         price) for Shares then subject to outstanding Awards granted under the
         Plan.

                  (c) Without limiting the generality of the foregoing, the
         existence of outstanding Awards granted under the Plan shall not affect
         in any manner the right or power of the Company to make, authorize or
         consummate (i) any or all adjustments, recapitalizations,
         reorganizations or other changes in the Company's capital structure or
         its business; (ii) any merger or consolidation of the Company; (iii)
         any issue by the Company of debt securities, or preferred or preference
         stock that would rank above the Shares subject to outstanding Options;
         (iv) the dissolution or liquidation of the Company; (v) any sale,
         transfer or assignment of all or any part of the assets or business of
         the Company; or (vi) any other corporate act or proceeding, whether of
         a similar character or otherwise.

         13. CHANGE IN CONTROL.

                  (a) EFFECT OF CHANGE IN CONTROL. If and to the extent provided
         in the Award, in the event of a "Change in Control," as defined in
         Section 13(b), the following provisions shall apply:




                                       12
<PAGE>   13

                           (i) Any Award carrying a right to exercise that was
                  not previously exercisable and vested shall become fully
                  exercisable and vested as of the time of the Change in
                  Control;

                           (ii) The restrictions, deferral of settlement, and
                  forfeiture conditions applicable to any other Award granted
                  under the Plan shall lapse and such Awards shall be deemed
                  fully vested as of the time of the Change in Control; and

                           (iii) With respect to any such outstanding Award
                  subject to achievement of performance goals and conditions
                  under the Plan, such performance goals and other conditions
                  will be deemed to be met if and to the extent so provided by
                  the Committee in the Award agreement relating to such Award.

                  (b) DEFINITION OF CHANGE IN CONTROL. A "Change in Control"
         shall be deemed to occur:

                           (i) if there occurs any transaction (which shall
                  include a series of transactions occurring within 60 days or
                  occurring pursuant to a plan) that has the result that
                  stockholders of the Company immediately before such
                  transaction cease to own at least fifty percent (50%) of the
                  voting stock of the Company or of any entity that results from
                  the participation of the Company in a reorganization,
                  consolidation, merger, liquidation or any other form of
                  corporate transaction; or

                           (ii) if the stockholders of the Company shall approve
                  a plan of merger, consolidation, reorganization, liquidation
                  or dissolution in which the Company does not survive (unless
                  the approved merger, consolidation, reorganization,
                  liquidation or dissolution is subsequently abandoned);

                           (iii) if the stockholders of the Company shall
                  approve a plan for the sale, lease, exchange or other
                  disposition of all or substantially all the property and
                  assets of the Company (unless such plan is subsequently
                  abandoned); or

                           (iv) the acquisition (other than from the Company) by
                  any person, entity or "group", within the meaning of Section
                  13(d)(3) or 14(d)(2) of the Securities Exchange Act, of more
                  than 20% of either the then outstanding shares of the
                  Company's Common Stock or the combined voting power of the
                  Company's then outstanding voting securities entitled to vote
                  generally in the election of directors (hereinafter referred
                  to as the ownership of a "Controlling Interest") excluding,
                  for this purpose, any acquisitions by (1) the Company or its
                  Subsidiaries, (2) any person, entity or "group" that as of the
                  date on which the Award is granted owns beneficial ownership
                  (within the meaning of Rule 13d-3 promulgated under the
                  Securities Exchange Act) of a Controlling Interest or (3) any
                  employee benefit plan of the Company or its Subsidiaries.

         14. TRANSFERABILITY OF AWARDS. No Award or other right or interest of a
Participant under the Plan, including any Award or right which constitutes a
derivative security as generally defined in Rule 16a-1(c) under the Exchange
Act, shall be pledged, hypothecated or otherwise encumbered or subject to any
lien, obligation or




                                       13
<PAGE>   14

liability of such Participant to any party (other than the Company or a
Subsidiary or Affiliate), or assigned or transferred by such Participant
otherwise than by will or the laws of descent and distribution or to a
beneficiary upon the death of a Participant, and such Awards or rights that may
be exercisable shall be exercised during the lifetime of the Participant only by
the Participant or his or her guardian or legal representative, except that
Awards and other rights (other than ISOs) may be transferred to one or more
beneficiaries or other transferees during the lifetime of the Participant, and
may be exercised by such transferees in accordance with the terms of such Award,
but only if and to the extent such transfers and exercises are permitted by the
Committee or the Board pursuant to the express terms of an Award agreement
(subject to any terms and conditions which the Committee or the Board may impose
thereon, and further subject to any prohibitions or restrictions on such
transfers pursuant to Rule 16b-3). A beneficiary, transferee, or other person
claiming any rights under the Plan from or through any Participant shall be
subject to all terms and conditions of the Plan and any Award agreement
applicable to such Participant, except as otherwise determined by the Committee
or the Board, and to any additional terms and conditions deemed necessary or
appropriate by the Committee or the Board.

         15. ISSUANCE OF SHARES.

                  (a) Notwithstanding any other provision of this Plan, the
         Company shall not be obligated to issue any Shares unless it is advised
         by counsel of its selection that it may do so without violation of the
         applicable Federal and State laws pertaining to the issuance of
         securities, and may require any stock so issued to bear a legend, may
         give its transfer agent instructions, and may take such other steps, as
         in its judgment are reasonably required to prevent any such violation.

                  (b) As a condition to any sale or issuance of Shares pursuant
         to this Plan, the Committee may require such agreements or undertakings
         as the Committee may deem necessary or advisable to facilitate
         compliance with any applicable law or regulation including, but not
         limited to, the following:

                           (i) a representation and warranty by the Participant
                  to the Company, that he is acquiring the Shares to be issued
                  to him for investment and not with a view to, or for sale in
                  connection with, the distribution of any such Shares; and

                           (ii) a representation, warranty and/or agreement to
                  be bound by any legends endorsed upon the certificate(s) for
                  such Shares that are, in the opinion of the Committee,
                  necessary or appropriate to facilitate compliance with the
                  provisions of any securities laws deemed by the Committee to
                  be applicable to the issuance and transfer of such Shares.

         16. ADMINISTRATION OF THE PLAN.

                  (a) The Plan shall be administered by a committee appointed by
         the Board (the "Committee") which shall consist of not less than two
         Directors, each of whom shall be Outside Directors. The membership of
         the Committee shall be constituted so as to comply at all times with
         the applicable requirements of Rule 16b-3 promulgated under the
         Securities Exchange Act and Section 162(m) of the Internal Revenue
         Code. The Committee shall have all of the powers of the Board with
         respect to the Plan. Any member of the Committee may be removed at any
         time, with or without cause, by resolution




                                       14
<PAGE>   15

         of the Board and any vacancy occurring in the membership of the
         Committee may be filled by appointment of the Board.

                  (b) The Committee, from time to time, may adopt rules and
         regulations for carrying out the purposes of the Plan. The
         determinations by the Committee, and the interpretation and
         construction of any provision of the Plan or any Award by the
         Committee, shall be final and conclusive.

                  (c) Any and all decisions or determinations of the Committee
         shall be made either (i) by a majority vote of the members of the
         Committee at a meeting or (ii) without a meeting by the unanimous
         written approval of the members of the Committee.

                  (d) The Board may reserve to itself the power to grant Awards
         to employees or Directors of the Company or any Subsidiary or Affiliate
         who are not Covered Employees. If and to the extent that the Board
         reserves such powers, then all references herein to the Committee shall
         refer to the Board with respect to Awards granted by the Board.

         17. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

                  (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS.
         Awards granted under the Plan may, in the discretion of the Committee,
         be granted either alone or in addition to, in tandem with, or in
         substitution or exchange for, any other Award or any award granted
         under another plan of the Company, any Subsidiary, Affiliate or any
         business entity to be acquired by the Company or a Subsidiary or
         Affiliate, or any other right of a Participant to receive payment from
         the Company or any Subsidiary or Affiliate. Such additional, tandem,
         and substitute or exchange Awards may be granted at any time. If an
         Award is granted in substitution or exchange for another Award or
         award, the Committee shall require the surrender of such other Award or
         award in consideration for the grant of the new Award. In addition,
         Awards may be granted in lieu of cash compensation, including in lieu
         of cash amounts payable under other plans of the Company or any
         Subsidiary or Affiliate, in which the value of the Shares subject to
         the Award is equivalent in value to the cash compensation (for example,
         Restricted Stock), or in which the exercise price, grant price or
         purchase price of the Award in the nature of a right that may be
         exercised is equal to the Fair Market Value of the underlying Shares
         minus the value of the cash compensation surrendered (for example,
         Options granted with an exercise price "discounted" by the amount of
         the cash compensation surrendered).

                  (b) TERM OF AWARDS. The term of each Award shall be for such
         period as may be determined by the Committee; provided that in no event
         shall the term of any Option exceed a period of ten years (or such
         shorter term as may be required in respect of an ISO under Section 422
         of the Code).

                  (c) FORM AND TIMING OF PAYMENT UNDER AWARDS; DEFERRALS.
         Subject to the terms of the Plan and any applicable Award agreement,
         payments to be made by the Company or a Subsidiary or Affiliate upon
         the exercise of an Option or other Award or settlement of an Award may
         be made in such forms as the Committee shall determine, including,
         without limitation, cash, Shares, other Awards or other property, and
         may be made in a single payment or transfer, in installments, or on a
         deferred basis. The




                                       15
<PAGE>   16

         settlement of any Award may be accelerated, and cash paid in lieu of
         Shares in connection with such settlement, in the discretion of the
         Committee or upon occurrence of one or more specified events.
         Installment or deferred payments may be required by the Committee
         (subject to Section 20 of the Plan) or permitted at the election of the
         Participant on terms and conditions established by the Committee.
         Payments may include, without limitation, provisions for the payment or
         crediting of a reasonable interest rate on installment or deferred
         payments or the grant or crediting of dividend equivalents or other
         amounts in respect of installment or deferred payments denominated in
         Shares.

         18. WITHHOLDING OR DEDUCTION FOR TAXES. If at any time specified herein
for the making of any issuance or delivery of any Award or Shares to any
Participant or beneficiary, any law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company, any Subsidiary or
Affiliate, as appropriate, to withhold, or to make any deduction for, any taxes
or take any other action in connection with the issuance or delivery then to be
made, such issuance or delivery shall be deferred until such withholding or
deduction shall have been provided for by the Participant or beneficiary, or
other appropriate action shall have been taken.

         19. INTERPRETATION.

                  (a) As it is the intent of the Company that the Plan comply in
         all respects with Rule 16b-3 promulgated under the Securities Exchange
         Act ("Rule 16b-3"), any ambiguities or inconsistencies in construction
         of the Plan shall be interpreted to give effect to such intention, and
         if any provision of the Plan is found not to be in compliance with Rule
         16b-3, such provision shall be deemed null and void to the extent
         required to permit the Plan to comply with Rule 16b-3. The Committee or
         the Board may from time to time adopt rules and regulations under, and
         amend, the Plan in furtherance of the intent of the foregoing.

                  (b) The Plan and any Option agreements entered into pursuant
         to the Plan shall be administered and interpreted so that all Incentive
         Stock Options granted under the Plan will qualify as Incentive Stock
         Options under section 422 of the Internal Revenue Code. If any
         provision of the Plan or any such Option agreement should be held
         invalid for the granting of Incentive Stock Options or illegal for any
         reason, such determination shall not affect the remaining provisions
         hereof, but instead the Plan and the Option agreement shall be
         construed and enforced as if such provision had never been included in
         the Plan or the Option agreement.

                  (c) This Plan shall be governed by the laws of the State of
         Florida.

                  (d) Headings contained in this Plan are for convenience only
         and shall in no manner be construed as part of this Plan.

                  (e) Any reference to the masculine, feminine, or neuter gender
         shall be a reference to such other gender as is appropriate.




                                       16
<PAGE>   17

         20. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Committee or the
Board may from time to time amend, suspend or terminate the Plan or any Award;
provided, however, that, any amendment to the Plan shall be subject to the
approval of the Company's shareholders if such shareholder approval is required
by any federal or state law or regulation (including, without limitation, Rule
16b-3 or to comply with Section 162(m) of the Internal Revenue Code) or the
rules of any Stock exchange or automated quotation system on which the Common
Stock may then be listed or granted. Except to the extent provided in this Plan,
no amendment, suspension or termination of the Plan or any Award issued
hereunder shall substantially impair the rights or benefits of any Participant
pursuant to any Award previously granted without the consent of the Participant.

         21. UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is intended
to constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant or obligation to deliver
Shares pursuant to an Award, nothing contained in the Plan or any Award shall
give any such Participant any rights that are greater than those of a general
creditor of the Company; provided that the Committee may authorize the creation
of trusts and deposit therein cash, Shares, other Awards or other property, or
make other arrangements to meet the Company's obligations under the Plan. Such
trusts or other arrangements shall be consistent with the "unfunded" status of
the Plan unless the Committee otherwise determines with the consent of each
affected Participant. The trustee of such trusts may be authorized to dispose of
trust assets and reinvest the proceeds in alternative investments, subject to
such terms and conditions as the Committee may specify and in accordance with
applicable law

         22. EFFECTIVE DATE AND TERMINATION DATE. The effective date of the Plan
is September 1, 2000 provided that the shareholders shall approved the Plan by
November 1, 2000, and the Plan shall terminate on the 10th anniversary of the
effective date.



                                       17