SPECTRAFAX CORP. DIRECTORS STOCK OPTION PLAN

                                    PREAMBLE

     WHEREAS,  SpectraFAX  Corp.  (the  "Company")  desires  to establish a plan
through which the Company may award options to purchase the Class A Common Stock
of the Company ("Stock") to its directors who are not employed by the Company or
its  affiliates;

     WHEREAS,  the  Company  intends  that  the Plan provide for the granting of
options  that  do not qualify as "incentive stock options" within the meaning of
section  422  of  the  Internal  Revenue  Code;  and

     WHEREAS,  the  Company  intends that this Plan and awards granted hereunder
will  (i)  qualify  as  "performance-based  compensation"  described  in section
162(m)(4)(C) of the Internal Revenue Code, and (ii) conform to the provisions of
Securities  Exchange  Commission  Rule  16b-3;

     NOW,  THEREFORE,  the  Company  hereby establishes the SpectraFAX Directors
Stock  Option  Plan  (the  "Plan"),  effective  April  17,  2000:

                             ARTICLE I. DEFINITIONS

     1.1     Affiliate.  A "parent corporation," as defined in section 424(e) of
             ---------
the Code, or "subsidiary corporation," as defined in section 424(f) of the Code,
of  the  Company.

     1.2     Agreement.  A  written  agreement  (including  any  amendment  or
             ---------
supplement  thereto)  between  the  Company  or  Affiliate  and  a  Participant
specifying  the  terms  and conditions of an Option granted to such Participant.

     1.3     Board.  The  board  of  directors  of  the  Company.
             -----

     1.4     Code.  The  Internal  Revenue  Code  of  1986,  as  amended.
             ----

     1.5     Committee.  A  committee  designated  by  the  Board  to  serve  as
             ---------
the  administrator  of  the  Plan,  which  shall  be  composed  of  at least two
individuals  (or such number that satisfies section 162(m)(4)(C) of the Code and
Rule  16b-3  of  the  Exchange  Act)  who  are  members of the Board and are not
employees of the Company or an Affiliate, and who are designated by the Board as
the "compensation committee" or are otherwise designated to administer the Plan.
In  the  absence  of a designation of a Committee by the Board, the compensation
committee  of  the  Board  shall  be  the  Committee.

     1.6     Company.  SpectraFAX  Corp.  and  its  successors.
             -------

     1.7     Date  of  Exercise. The date that the Company accepts tender of the
             ------------------
exercise  price  of  an  Option.

     1.8     Exchange  Act.  The Securities Exchange Act  of  1934,  as amended.
             -------------

     1.9     Fair  Market  Value. On any given date, Fair Market Value shall  be
             -------------------
the  applicable description below (unless the Committee determines in good faith
the  fair  market  value  of  the  Stock  to  be  otherwise):

     (a)  If the Stock is traded on a trading exchange (e.g., the New York Stock
          Exchange)  or  is  reported  on  the  Nasdaq National Market System or
          another  Nasdaq automated quotation system, Fair Market Value shall be
          determined  by reference to the price of the Stock on such exchange or
          system  with  respect to the date for which Fair Market Value is being
          determined.
     (b)  If  the  Stock  is not publicly traded, Fair Market Value shall be the
          value  determined  in  good  faith  by  the  Committee  or  the Board.

     1.10    Grant  Date.  The  date  of  the  annual  meeting of  shareholders.
             -----------

     1.11    Option.  The  right  that is granted  hereunder to a Participant to
             ------
purchase  from  the  Company a stated number of shares of Stock at the price set
forth  in  an  Agreement.

     1.12    Participant. A member  of  the  Board  who  is  not employed by the
             -----------
Company  full  time  or  an  Affiliate  on  a  Grant  Date.

     1.13    Plan.  The  SpectraFAX  Corp.  Directors  Stock  Option  Plan.
             ----

     1.14    Stock.  The  Common  Stock  of  the  Company.
             -----

                              ARTICLE II. PURPOSE

     The purpose of the Plan is to maintain the Company's ability to attract and
retain  the services of experienced and highly-qualified individuals who are not
employed  by the Company to serve as members of the Board and to encourage stock
ownership  by  such  individuals, and to align the interests of such individuals
with  those  of  the Company, its Affiliates and its shareholders.  This Plan is
intended  to provide an incentive and bonus for maximum effort in the successful
operation  of  the  Company  and  is  expected  to  benefit  the shareholders by
associating  the  interests  of  the  Company's  directors  with  those  of  its
shareholders  and by enabling the Company to attract and retain directors of the
best  available  talent  through  the  opportunity  to share, by the proprietary
interests  created  by this Plan, in the increased value of the Company's shares
to  which  such  directors  have  contributed.  It is further intended that such
incentives  will  encourage  individuals  to  remain  in the directorship of the
Company.  The  proceeds  received by the Company from the sale of Stock pursuant
to  this  Plan  may  be  used  for  general  corporate  purposes.

                          ARTICLE III. ADMINISTRATION

     3.1     Administration  of  Plan. The Plan shall  be  administered  by  the
             ------------------------
Committee.  The express grant in the Plan of any specific power to the Committee
shall  not be construed as limiting any power or authority of the Committee. Any
decision  made  or action taken by the Committee to administer the Plan shall be
final  and  conclusive.  No  member of the Committee shall be liable for any act
done  in  good  faith  with respect to this Plan or any Agreement or Option. The
Company shall bear all expenses of Plan administration. In addition to all other
authority  vested  with  the  Committee under the Plan, the Committee shall have
complete  authority  to:

     (a)  Interpret  all  provisions  of  this  Plan;
     (b)  Prescribe  the  form  of  any  Agreement  and  notice  and  manner for
          executing  or  giving  the  same;
     (c)  Make  amendments  to  all  Agreements;
     (d)  Adopt,  amend,  and  rescind  rules  for  Plan  administration;  and
     (e)  Make  all  determinations it deems advisable for the administration of
          this  Plan.

     3.2     Persons Subject to Section 16(b). Notwithstanding anything  in  the
             --------------------------------
Plan  to  the contrary, the Committee, in its absolute discretion, may bifurcate
the  Plan  so as to restrict, limit or condition the use of any provision of the
Plan  to participants who are officers and directors subject to section 16(b) of
the Exchange Act, without so restricting, limiting or conditioning the Plan with
respect  to  other  Participants.

                            ARTICLE IV. OPTION AWARDS

     4.1     Participation. Options shall be granted  initially  as of April 17,
             -------------
2000  to  each  Participant  serving the Company as a Board member on such date.
Thereafter,  on  each  Grant  Date during the term of the Plan, Options shall be
granted  automatically  to each individual who is a Participant director on such
date.  Notwithstanding anything herein to the contrary, the Board may revoke, on
or  prior  to  each  Grant  Date,  the next automatic grant of Options otherwise
provided  for by the Plan if no options have been granted to employees since the
preceding  Grant  Date under the SpectraFAX Corp. Employees Stock Option Plan or
any  other  employee  stock  option plan that the Company might adopt hereafter.

     (a)  Number. Each Participant on each Grant date shall be granted an Option
          ------
          to  purchase  20,000 shares of Stock. If, on any Grant Date during the
          term of the Plan, there are not sufficient shares of Stock that remain
          available  pursuant  to Section 5.2 to provide this automatic grant on
          such  date,  then the number of shares that can be purchased under the
          Option  that  is granted on that date shall determined by dividing the
          number  of  shares of Stock which remain available pursuant to Section
          5.2  by  the  number  of  Participants  who are eligible to receive an
          Option  on such Grant Date, with fractional shares rounded down to the
          nearest number of whole shares. All references to numbers of shares in
          this  Section  are  subject  to  adjustment in accordance with Article
          VIII.

     (b)  Price.  The  price  at  which each share of Stock covered by an Option
          -----
          shall  be  the  Fair  Market  Value of Stock on the Grant Date of such
          Option.

     (c)  Option  Period.  The  period within which each Option may be exercised
          --------------
          shall commence one year after each Grant Date and shall expire, in all
          cases,  ten years from the Grant Date of such Option unless terminated
          sooner  pursuant  to  any  of  the  following:

     (1)  If  the  directorship  of  the Participant is terminated on account of
          fraud,  dishonesty  or  other acts detrimental to the interests of the
          Company  or  any  direct  or indirect majority-owned subsidiary of the
          Company,  the  Option  shall automatically terminate as of the date of
          such  termination.

     (2)  Upon  the  death  or disability (as defined in Section 22(e)(3) of the
          Code)  of  a  Participant  prior  to the expiration of the Option, the
          Option  may  be  exercised,  to  the  extent  that the Participant was
          entitled  to  exercise  it  on the date thereof, within one year after
          such  death  or  disability.

     (3)  If  the  directorship  of  a  Participant is terminated for any reason
          other  than  the  circumstances  described  in subparagraph (1) or (2)
          above,  the Option may be exercised, to the extent the Participant was
          able  to  do so at the date of termination of the directorship, within
          twelve  months after such termination unless extended by a majority of
          the  disinterested  Directors.  Notwithstanding  the foregoing, if the
          Participant  becomes  an  employee of the Company or an Affiliate upon
          the termination of his directorship, the Option shall expire after the
          termination  of  employment  in  a manner that is consistent with this
          subparagraph  (3).

     4.2     Grant  of  Options.  An  Option  shall  be  deemed to be granted to
             ------------------
a  Participant  on  each  Grant Date. Accordingly, an Option may be deemed to be
granted  prior  to  the approval of this Plan by the shareholders of the Company
and  prior  to the time that an Agreement is executed by the Participant and the
Company.

                        ARTICLE V. STOCK SUBJECT TO PLAN

     5.1     Source  of  Shares.  Upon the exercise of  an  Option, the Company
             ------------------
shall  deliver  to  the  Participant authorized but previously unissued Stock or
Stock  that  is  held  by  the  Company  as  treasury  stock.

     5.2     Maximum  Number  of  Shares. The maximum aggregate number of shares
             ---------------------------
of  Stock  that  may  be  issued pursuant to the exercise of Options is 500,000,
subject  to  increases  and  adjustments  as  provided  in  Article  VIII.

     5.3     Forfeitures. If any Option granted hereunder expires or  terminates
             -----------
for  any  reason  without  having  been  exercised  in full, the shares of Stock
subject  thereto  shall  again be available for issuance of an Option under this
Plan.

                            ARTICLE VI. OPTION RIGHTS

     6.1     Transferability.  Any  Option  granted  under  this  Plan shall not
             ---------------
be  transferable  except by will or by the laws of descent and distribution, and
shall  be  exercisable  during  the  lifetime  of  the  Participant  only by the
Participant; provided, however, that an Option may be transferable to the extent
provided  in  an  Agreement. No right or interest of a Participant in any Option
shall  be  liable  for, or subject to, any lien, obligation or liability of such
Participant.

     6.2     Shareholder  Rights.  No  Participant  shall  have  any  rights  as
             ------------------
a  shareholder  with  respect  to shares subject to Options prior to the Date of
Exercise  of  such  Option.

     6.3     Interruption  of Service.  The Committee shall determine the extent
             ------------------------
to  which  a  leave  of  absence  for  military  or government service, illness,
temporary  disability,  or  other  reasons  shall be treated as a termination or
interruption  of  service  as  a member of the board for purposes of determining
questions  of  forfeiture  and  exercise  of  an  Option  after  termination.

                          ARTICLE VII. OPTION EXERCISE

     7.1     Exercise.  An  Option  granted  hereunder  shall  be deemed to have
             --------
been exercised on the Date of Exercise. Subject to the provisions of Articles VI
and  IX,  an  Option  may  be exercised in whole or in part at such times and in
compliance  with  such  requirements  as  the  Committee  shall  determine.

     7.2     Payment.  Unless  otherwise  provided by the Agreement, payment  of
             -------
the  Option  price  shall  be  made in cash (including an exercise involving the
pledge  of  shares  and a loan through a broker described in Securities Exchange
Commission  Regulation  T), Stock that was acquired at least six months prior to
the  exercise  of  the  Option,  or  a  combination  thereof.

     7.3     Federal  Withholding  Tax  Requirements.  To  the  extent  that
             ---------------------------------------
withholding  is  required  by  law, at the time that an Option is exercised, the
Participant  shall,  upon  notification  of  the  amount due, pay to the Company
amounts necessary to satisfy applicable federal, state and local withholding tax
requirements  or  shall  otherwise make arrangements satisfactory to the Company
for  such  requirements.

     7.4     Issuance and Delivery of Shares. Shares of Stock issued pursuant to
             -------------------------------
the  exercise  of  Options  hereunder  shall be delivered to Participants by the
Company  (or  its  transfer  agent) as soon as administratively feasible after a
Participant  exercises  an  Option  hereunder  and  executes  any  applicable
shareholder  agreement  or  agreement  described in Section 9.2 that the Company
requires  at  the  time  of  exercise.

                ARTICLE VIII. ADJUSTMENT UPON CORPORATE CHANGES

     8.1     Adjustments  to  Shares.  The  maximum  number of shares  of  stock
             -----------------------
with respect to which Options hereunder may be granted and which are the subject
of  outstanding  Options  shall  be adjusted as the Committee determines (in its
sole  discretion)  to  be  appropriate,  in  the  event  that:

     (a)  the Company or an Affiliate effects one or more stock dividends, stock
          splits,  reverse  stock  splits, subdivisions, consolidations or other
          similar  events;

     (b)  the  Company or an Affiliate engages in a transaction to which section
          424  of  the  Code  applies;  or

     (c)  there  occurs  any  other event which in the judgment of the Committee
          necessitates  such  action;

     provided,  however,  that  if  an  event  described in paragraph (a) or (b)
     occurs,  the  Committee  shall  make  adjustments  to the limits on Options
     specified in Section 5.2 that are proportionate to the modifications of the
     Stock  that  are  on account of such corporate changes. Notwithstanding the
     foregoing,  the  Committee  may  not  modify  the  Plan or the terms of any
     Options  then  outstanding  or  to  be granted hereunder to provide for the
     issuance  under  the  Plan  of  a  different  class  of  stock  or  kind of
     securities.

     8.2     Substitution  of  Options on Merger or Acquisition.  The  Committee
             --------------------------------------------------
may  grant  Options  in  substitution  for  stock  awards,  stock options, stock
appreciation  rights  or  similar  awards  held  by an individual who becomes an
employee  of  the  Company  or  an Affiliate in connection with a transaction to
which  section 424(a) of the Code applies. The terms of such substituted Options
shall be determined by the Committee in its sole discretion, subject only to the
limitations  of  Article  V.

     8.3     Effect  of Certain Transactions.  The  provisions  of this  Section
             -------------------------------
shall apply to the extent that an Agreement does not otherwise expressly address
the  matters contained herein. If the Company experiences an event which results
in  a  "Change  in  Control," as defined in Section 8.3(a), all Options that are
outstanding  at  the time of the Change in Control shall become fully vested and
exercisable  immediately  prior  to  the  Change  in  Control  event,  except as
otherwise  provided  in  paragraph  (c)  of  this  Section.

     (a)  A  Change  in  Control  will  be  deemed to have occurred for purposes
          hereof,  if:

     (1)  any  "person"  as such term is used in Sections 13(d) and 14(d) of the
          Exchange  Act,  other  than a Controlled Group Member or an individual
          who is a shareholder on the date of the adoption of this amendment and
          restatement  of  the Plan by the Board, becomes the "beneficial owner"
          (as  defined in Rule 13d-3 under said Act), directly or indirectly, of
          securities  of  the  Company  representing  more than 51% of the total
          voting  power  represented  by  the  Company's then outstanding Voting
          Securities  (as  defined  below),  or

     (2)  the  shareholders  of the Company approve a merger or consolidation of
          the  Company  with  any  other  corporation,  other  than  a merger or
          consolidation  which  would  result  in  the  Voting Securities of the
          Company  or  a  Controlled  Group Member outstanding immediately prior
          thereto continuing to represent (either by remaining outstanding or by
          being  converted  into Voting Securities of the surviving entity) more
          than  51%  of  the  total  voting  power  represented  by  the  Voting
          Securities  of  the  Company  or  such  surviving  entity  outstanding
          immediately  after  such  merger  or  consolidation,  or

     (3)  the shareholders of the Company approve a plan of complete liquidation
          of  the  Company  or  an  agreement for the sale or disposition by the
          Company  of  all  or  substantially  all  of  its  assets.

     For purposes of this Section 8.3(a), "Voting Securities" of an entity shall
     mean  any  securities of the entity which vote generally in the election of
     its  directors.

     (b)  If,  as  a  result  of  the  Change in Control, the Company is not the
          surviving  entity  after  the  transaction,  or  survives  only  as  a
          subsidiary  or  is otherwise controlled by another entity, all Options
          that  are  held  by  the  Participant  immediately after the Change in
          Control  shall  be  assumed by the entity which is the survivor of the
          transaction, or converted into options to purchase the common stock of
          the  surviving entity, in a transaction to which section 424(a) of the
          Code  applies.

     (c)  Notwithstanding  the  foregoing,  a  portion  of  the  acceleration of
          vesting  described  in this Section shall not occur with respect to an
          Option  to  the  extent  such  acceleration of vesting would cause the
          Participant  or  holder  of such Option to realize less income, net of
          taxes,  after  deducting  the  amount  of  excise  taxes that would be
          imposed  pursuant  to  section  4999  of the Code, than if accelerated
          vesting  of  that portion of the Option did not occur. This limitation
          shall  not apply to the extent that the shareholders of the Company or
          the acquirer approve the acceleration of vesting hereunder in a manner
          that  satisfies  section  280G(b)(5)(B)  of  the  Code.

     8.4     No  Adjustment Upon  Certain  Transactions.  The  issuance  by  the
             ------------------------------------------
Company  of  shares of stock of any class, or securities convertible into shares
of  stock of any class, for cash or property, or for labor or services rendered,
either  upon 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  with  respect  to,  outstanding  Options.

     8.5     Fractional  Shares.  Only  whole shares of  Stock  may be  acquired
             ------------------
through  the  exercise  of an Option. Any amounts tendered in the exercise of an
Option  remaining  after  the maximum number of whole shares have been purchased
will  be  returned  to  the  Participant.

                    ARTICLE IX. LEGAL COMPLIANCE CONDITIONS

     9.1     General.  No Option shall be exercisable, no Stock shall be issued,
             -------
no  certificates for shares of Stock shall be delivered, and no payment shall be
made  under  this  Plan  except in compliance with all federal or state laws and
regulations  (including,  without  limitation,  withholding  tax  requirements),
federal  and  state  securities  laws  and  regulations  and  the  rules  of all
securities  exchanges  or  self-regulatory  organizations on which the Company's
shares  may be listed. The Company shall have the right to rely on an opinion of
its  counsel as to such compliance. Any certificate issued to evidence shares of
Stock  for  which an Option is exercised may bear such legends and statements as
the  Committee  upon  advice  of counsel may deem advisable to assure compliance
with  federal  or state laws and regulations. No Option shall be exercisable, no
Stock  shall  be  issued,  no  certificate  for shares shall be delivered and no
payment  shall  be  made  under  this  Plan  until the Company has obtained such
consent  or  approval  as  the  Committee may deem advisable from any regulatory
bodies  having  jurisdiction  over  such  matters.

     9.2     Representations by Participants.  As a condition to the exercise of
             -------------------------------
an Option, the Company may require a Participant to represent and warrant at the
time  of  any  such  exercise  that  the  shares  are  being  purchased only for
investment  and without any present intention to sell or distribute such shares.
At  the option of the Company, a stop transfer order against any shares of stock
may  be  placed  on  the  official stock books and records of the Company, and a
legend  indicating  that  the  stock  may  not  be  pledged,  sold  or otherwise
transferred  unless  an opinion of counsel was provided (concurred in by counsel
for  the  Company)  and  stating  that  such transfer is not in violation of any
applicable law or regulation may be stamped on the stock certificate in order to
assure  exemption  from  registration. The Committee may also require such other
action or agreement by the Participants as may from time to time be necessary to
comply  with federal or state securities laws. This provision shall not obligate
the  Company  or  any  Affiliate  to  undertake registration of options or stock
hereunder.

                          ARTICLE X. GENERAL PROVISIONS

     10.1    Effect  on  Employment.  Neither the adoption  of  this  Plan,  its
             ----------------------
operation,  nor  any documents describing or referring to this Plan (or any part
thereof)  shall  confer upon any employee any right to continue in the employ of
the  Company  or  an  Affiliate  or in any way affect any right and power of the
Company  or an Affiliate to terminate the employment of any employee at any time
with  or  without  assigning  a  reason  therefor.

     10.2    Unfunded  Plan. The Plan, insofar as it provides for grants,  shall
             --------------
be  unfunded, and the Company shall not be required to segregate any assets that
may  at  any time be represented by grants under this Plan. Any liability of the
Company  to  any person with respect to any grant under this Plan shall be based
solely  upon  contractual  obligations  that  may  be created hereunder. No such
obligation  of  the  Company  shall be deemed to be secured by any pledge of, or
other  encumbrance  on,  any  property  of  the  Company.

     10.3    Rules of Construction.  Headings  are  given  to  the  articles and
             ---------------------
sections  of  this  Plan  solely  as  a convenience to facilitate reference. The
masculine  gender  when  used  herein refers to both masculine and feminine. The
reference  to  any  statute,  regulation  or  other  provision  of  law shall be
construed  to  refer  to any amendment to or successor of such provision of law.

     10.4    Governing  Law. The  internal laws of the State of Florida (without
             --------------
regard  to  the  choice of law provisions of Florida) shall apply to all matters
arising  under  this  Plan,  to  the  extent  that  federal  law does not apply.

     10.5    Compliance With Section 16 of the Exchange Act.  In  the event that
             ----------------------------------------------
any  common  class  of  equity  securities  of  the  Company  becomes subject to
registration  under section 12 of the Exchange Act, transactions under this Plan
are  intended  to  comply  with  all  applicable conditions of Rule 16b-3 or its
successors  under  the Exchange Act. To the extent any provision of this Plan or
action  by Committee fails to so comply, it shall be deemed null and void to the
extent  permitted  by  law  and  deemed  advisable  by  the  Committee.

     10.6    Amendment.  The  Board  may amend  or  terminate  this  Plan at any
             ---------
time;  provided, however, an amendment that would have a material adverse effect
on  the  rights  of  a Participant under an outstanding Option is not valid with
respect  to  such  Option  without the Participant's consent. Provided, further,
that  in  the  event  that  a  common  class of equity securities of the Company
becomes  subject  to  registration  under  section  12  of the Exchange Act, the
shareholders  of  the  Company  must  approve,  in  general  meeting  before the
effective  date  thereof, any amendment that changes the number of shares in the
aggregate  which may be issued pursuant to Options granted under the Plan except
pursuant  to  Article  VIII.  By  way  of  example and not by way of limitation,
shareholder  approval  shall  not  be  required for minor amendments to the Plan
pursuant  to  Section  3.1  hereof intended to benefit the administration of the
Plan,  for  amendments  necessitated by changes in legislation or administrative
rules  governing  the Plan, or for amendments that the Committee deems necessary
to obtain or maintain favorable tax, securities exchange or regulatory treatment
of  the  Plan  for  future  Participants.

     10.7    Effective  Date  of  Plan. The Plan shall be effective on April 17,
             -------------------------
2000.


<PAGE>
                                 EXECUTION PAGE

     IN WITNESS WHEREOF, the undersigned officer has executed this amendment and
restatement  on  this the _____ day of ______________, 2000, but to be effective
as  provided  in  Section  10.7.


        SPECTRAFAX  CORP.

By:     ____________________________________

Its:    ____________________________________

<PAGE>