SUNVEST RESORTS, INC.

                            2000 STOCK INCENTIVE PLAN

1. Purpose The purpose of this 2000 Stock Incentive Plan (the "Plan") of SunVest
Resorts,  Inc.,  a  Florida  corporation  (the  "Company"),  is to  advance  the
interests of the Company's  shareholders  by enhancing the Company's  ability to
attract,  retain  and  motivate  persons  who  make  (or are  expected  to make)
important  contributions  to the Company by  providing  such persons with equity
ownership  opportunities  and  performance-based  incentives  and thereby better
aligning the interests of such persons with those of the Company's shareholders.
Except where the context  otherwise  requires,  the term "Company" shall include
any of the Company's  present or future subsidiary  corporations,  as defined in
Section  424(f)  of the  Internal  Revenue  Code of 1986,  as  amended,  and any
regulations promulgated thereunder (the "Code").

2.       Eligibility

         All of the Company's employees,  officers,  directors,  consultants and
advisors (and any  individuals  who have accepted an offer for  employment)  are
eligible to be granted options,  restricted stock awards,  or other  stock-based
awards (each,  an "Award")  under the Plan.  Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

3.       Administration, Delegation

         (a) Administration by Board of Directors. The Plan will be administered
by the Board of  Directors of the Company  (the  "Board").  The Board shall have
authority  to grant  Awards and to adopt,  amend and repeal such  administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency  in the Plan or any Award in the manner and to the extent it shall
deem  expedient to carry the Plan into effect and it shall be the sole and final
judge  of such  expediency.  All  decisions  by the  Board  shall be made in the
Board's sole  discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award.  No director or person acting
pursuant to the authority  delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

         (b) Delegation to Compensation  Committee.  To the extent  permitted by
applicable  law,  the Board may  delegate to the  Compensation  Committee of the
Board the power to make Awards and exercise  such other powers under the Plan as
the Board may  determine.  All  references in the Plan to the "Board" shall mean
the Board or the  Compensation  Committee  of the Board to the  extent  that the
Board's  powers  or  authority  under  the  Plan  have  been  delegated  to such
Committee.

                                      -1-
<PAGE>
4.       Stock Available for Awards

         (a) Number of Shares. Subject to adjustment under Section 8, Awards may
be made under the Plan for up to  2,000,000  shares of common  stock,  $0.02 par
value per share, of the Company (the "Common Stock"). If any Award expires or is
terminated,  surrendered or canceled  without having been fully  exercised or is
forfeited in whole or in part or results in any Common  Stock not being  issued,
the unused  Common Stock  covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as  hereinafter  defined),  to any limitation  required under the Code.
Shares issued under the Plan may consist in whole or in part of  authorized  but
unissued shares or treasury shares.

         (b) Per-Participant Limit. The maximum number of shares of Common Stock
with respect to which an Award may be granted to any Participant  under the Plan
in any calendar year shall be limited as provided in Section 162(m) of the Code.

5.       Stock Options

         (a)  General.  The Board may grant  options to  purchase  Common  Stock
(each,  an "Option")  and  determine  the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations  applicable  to the  exercise of each Option,  including  conditions
relating  to  applicable  federal  or state  securities  laws,  as it  considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as  hereinafter  defined)  shall be  designated  a  "Nonstatutory  Stock
Option".

         (b) Incentive Stock Options.  An Option that the Board intends to be an
"incentive  stock  option" as defined in Section 422 of the Code (an  "Incentive
Stock  Option")  shall only be granted to  employees of the Company and shall be
subject to and shall be construed  consistently with the requirements of Section
422 of the Code.  The Company shall have no liability to a  Participant,  or any
other  party,  if an Option (or any part  thereof)  which is  intended  to be an
Incentive Stock Option is not an Incentive Stock Option.

         (c)      Exercise  Price.  The  Board  shall  establish  the  exercise
price at the time each Option is granted and specify it in the applicable option
agreement.

         (d) Duration of Options. Each Option shall be exercisable at such times
and  subject  to such  terms and  conditions  as the Board  may  specify  in the
applicable option agreement.

         (e)  Exercise of Option.  Options may be  exercised  by delivery to the
Company of a written  notice of exercise  signed by the proper  person or by any
other  form of  notice  (including  electronic  notice)  approved  by the  Board
together  with  payment in full as  specified  in Section 5(f) for the number of
shares for which the Option is exercised.


                                      -2-
<PAGE>

         (f)  Payment Upon Exercise. Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:

                  (1) in cash or by check, payable to the order of the Company;

                  (2) except as the Board may, in its sole discretion, otherwise
provide  in  an  option  agreement,  by  (i)  delivery  of  an  irrevocable  and
unconditional  undertaking by a creditworthy  broker to deliver  promptly to the
Company  sufficient  funds to pay the  exercise  price or (ii)  delivery  by the
Participant  to  the  Company  of  a  copy  of  irrevocable  and   unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

                  (3) by  delivery  of  shares  of  Common  Stock  owned  by the
Participant  valued at their fair market value as  determined by (or in a manner
approved by) the Board in good faith ("Fair Market  Value"),  which Common Stock
was owned by the Participant at least six months prior to such delivery;

                  (4)  to  the  extent  permitted  by the  Board,  in  its  sole
discretion  by (i)  delivery  of a  promissory  note of the  Participant  to the
Company on terms  determined by the Board,  or (ii) payment of such other lawful
consideration as the Board may determine; or

                  (5)  by  any  combination  of  the  above  permitted  forms of
payment.

6.       Restricted Stock

        (a) Grants. The Board may grant Awards entitling  recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require  forfeiture  of such shares if issued at no cost) from the  recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied  prior to the end of the  applicable  restriction  period  or  periods
established by the Board for such Award (each, a "Restricted Stock Award").

         (b)  Terms and  Conditions.  The Board  shall  determine  the terms and
conditions of any such  Restricted  Stock Award,  including the  conditions  for
repurchase (or forfeiture)  and the issue price, if any. Any stock  certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board,  deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its  designee).  At the expiration of the applicable  restriction  periods,  the
Company (or such designee)  shall deliver the  certificates no longer subject to
such  restrictions  to the  Participant or if the  Participant  has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive  amounts due or exercise  rights of the  Participant in the event of the
Participant's  death  (the  "Designated  Beneficiary").  In  the  absence  of an
effective  designation by a Participant,  Designated  Beneficiary shall mean the
Participant's estate.

                                      -3-
<PAGE>

7.       Other Stock-Based Awards

         The Board  shall have the right to grant  other  Awards  based upon the
Common  Stock  having  such  terms and  conditions  as the Board may  determine,
including  the grant of  shares  based  upon  certain  conditions,  the grant of
securities  convertible  into Common  Stock and the grant of stock  appreciation
rights.

8.       Adjustments for Changes in Common Stock and Certain Other Events

         (a) Changes in Capitalization. In the event of any stock split, reverse
stock  split,   stock   dividend,   recapitalization,   combination  of  shares,
reclassification  of shares,  spin-off or other similar change in capitalization
or event,  or any  distribution  to holders of Common  Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the  per-Participant  limit set forth in Section 4(b), (iii) the number and
class of securities  and exercise  price per share  subject to each  outstanding
Option,  (iv)  the  repurchase  price  per  share  subject  to each  outstanding
Restricted Stock Award, and (v) the terms of each other  outstanding Award shall
be appropriately  adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate.  If this Section 8(a)
applies  and  Section  8(c) also  applies  to any event,  Section  8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

         (b) Liquidation or Dissolution.  In the event of a proposed liquidation
or  dissolution  of the  Company,  the Board  shall upon  written  notice to the
Participants   provide  that  all  then  unexercised  Options  will  (i)  become
exercisable  in full as of a specified  time at least 10 business  days prior to
the  effective  date of such  liquidation  or  dissolution  and  (ii)  terminate
effective upon such  liquidation or dissolution,  except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted  Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

         (c)      Acquisition and Change in Control Events

                  (1)  Definitions

                       (a)      An "Acquisition Event" shall mean:

                           (i)   any  merger  or  consolidation  of the  Company
with or into  another  entity as a result of which the Common Stock is converted
into or exchanged for the right to receive cash,  securities or other  property;
or

                                      -4-
<PAGE>
                           (ii)  any exchange of shares of the Company for cash,
securities or other property pursuant to a statutory share exchange transaction.

                       (b)      A "Change in Control Event" shall mean:

                           (i)   any  merger  or consolidation  which results in
the voting  securities  of the Company  outstanding  immediately  prior  thereto
representing immediately thereafter (either by remaining outstanding or by being
converted into voting securities of the surviving or acquiring entity) less than
50% of the combined voting power of the voting securities of the Company or such
surviving  or  acquiring  entity  outstanding  immediately  after such merger or
consolidation;

                           (ii)  the  acquisition  by  an  individual, entity or
group  (within the meaning of Section  13(d)(3) or 14(d)(2) of the Exchange Act)
(a "Person")  of  beneficial  ownership of any capital  stock of the Company if,
after such  acquisition,  such Person  beneficially  owns (within the meaning of
Rule 13d-3  promulgated  under the  Exchange  Act) 50% or more of either (A) the
then-outstanding shares of Common Stock of the Company (the "Outstanding Company
Common Stock") or (B) the combined voting power of the  then-outstanding  voting
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this  subsection  (ii),  the  following  acquisitions  shall not
constitute a Change in Control  Event:  (A) any  acquisition  directly  from the
Company, (B) any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation controlled by the Company, or (D) any acquisition by any corporation
pursuant  to a  transaction  which  results in all or  substantially  all of the
individuals  and  entities  who were the  beneficial  owners of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such transaction  beneficially own, directly or indirectly,  more than 50% of
the then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors,  respectively,  of the  resulting  or acquiring  corporation  in such
transaction (which shall include,  without limitation,  a corporation which as a
result  of  such  transaction  owns  the  Company  or  substantially  all of the
Company's  assets  either  directly  or  through  one or more  subsidiaries)  in
substantially the same proportions as their ownership, immediately prior to such
transaction,  of the Outstanding  Company Common Stock and  Outstanding  Company
Voting Securities,  respectively;

                           (iii) any sale of all  or  substantially all  of  the
assets of the Company; or

                           (iv)  the complete liquidation of the Company.


                                   -5-

<PAGE>
                  (2)      Effect on Options

                       (a)      Acquisition  Event.  Upon  the  occurrence of an
Acquisition Event (regardless of whether such event also constitutes a Change in
Control Event), or the execution by the Company of any agreement with respect to
an Acquisition  Event  (regardless of whether such event will result in a Change
in Control Event), the Board shall provide that all outstanding Options shall be
assumed,  or  equivalent  options  shall be  substituted,  by the  acquiring  or
succeeding  corporation  (or  an  affiliate  thereof);  provided  that  if  such
Acquisition  Event also  constitutes  a Change in Control  Event,  except to the
extent  specifically  provided to the contrary in the instrument  evidencing any
Option or any  other  agreement  between a  Participant  and the  Company,  such
assumed or substituted options shall be immediately exercisable in full upon the
occurrence of such Acquisition  Event.  For purposes hereof,  an Option shall be
considered to be assumed if,  following  consummation of the Acquisition  Event,
the Option confers the right to purchase, for each share of Common Stock subject
to the Option  immediately  prior to the consummation of the Acquisition  Event,
the  consideration  (whether cash,  securities or other property)  received as a
result of the  Acquisition  Event by holders  of Common  Stock for each share of
Common Stock held immediately prior to the consummation of the Acquisition Event
(and  if  holders  were  offered  a  choice  of   consideration,   the  type  of
consideration  chosen by the holders of a majority of the outstanding  shares of
Common Stock); provided, however, that if the consideration received as a result
of the  Acquisition  Event  is not  solely  common  stock  of the  acquiring  or
succeeding  corporation  (or an affiliate  thereof),  the Company may,  with the
consent  of  the   acquiring  or   succeeding   corporation,   provide  for  the
consideration  to be received upon the exercise of Options to consist  solely of
common  stock  of the  acquiring  or  succeeding  corporation  (or an  affiliate
thereof) equivalent in fair market value to the per share consideration received
by holders of outstanding  shares of Common Stock as a result of the Acquisition
Event.

                                Notwithstanding the foregoing,  if the acquiring
or succeeding corporation (or an affiliate thereof) does not agree to assume, or
substitute for, such Options,  then the Board shall,  upon written notice to the
Participants,  provide that all then unexercised Options will become exercisable
in full as of a specified time prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition  Event,  except to the
extent exercised by the Participants before the consummation of such Acquisition
Event;  provided,  however, in the event of an Acquisition Event under the terms
of which holders of Common Stock will receive upon  consummation  thereof a cash
payment for each share of Common Stock surrendered  pursuant to such Acquisition
Event (the  "Acquisition  Price"),  then the Board may instead  provide that all
outstanding  Options shall terminate upon consummation of such Acquisition Event
and that each Participant shall receive,  in exchange  therefor,  a cash payment
equal to the amount (if any) by which (A) the  Acquisition  Price  multiplied by
the  number of  shares  of Common  Stock  subject  to such  outstanding  Options
(whether or not then  exercisable),  exceeds (B) the aggregate exercise price of
such Options.

                       (b)      Change   in  Control  Event  that  is   not   an
Acquisition  Event.  Upon the  occurrence of a Change in Control Event that does
not also  constitute an  Acquisition  Event,  except to the extent  specifically
provided to the contrary in the  instrument  evidencing  any Option or any other
agreement  between a Participant and the Company,  all Options  then-outstanding
shall automatically become immediately exercisable in full.


                                      -6-
<PAGE>

                  (3)      Effect on Restricted Stock Awards

                       (a)     Acquisition Event that is not a Change in Control
Event.  Upon the  occurrence  of an  Acquisition  Event  that is not a Change in
Control  Event,  the  repurchase  and other  rights of the  Company  under  each
outstanding  Restricted  Stock Award shall inure to the benefit of the Company's
successor and shall apply to the cash,  securities or other  property  which the
Common Stock was converted  into or exchanged  for pursuant to such  Acquisition
Event in the same  manner and to the same  extent as they  applied to the Common
Stock subject to such Restricted Stock Award.

                       (b)     Change in Control  Event. Upon the occurrence  of
a Change in Control Event  (regardless of whether such event also constitutes an
Acquisition Event),  except to the extent specifically  provided to the contrary
in the instrument  evidencing any Restricted  Stock Award or any other agreement
between a Participant and the Company,  all  restrictions  and conditions on all
Restricted  Stock  Awards   then-outstanding   shall   automatically  be  deemed
terminated or satisfied.

                  (4)      Effect on Other Awards

                       (a)     Acquisition Event that is not a Change in Control
Event. The Board shall specify the effect of an Acquisition  Event that is not a
Change in Control Event on any other Award granted under the Plan at the time of
the grant of such Award.

                       (b)     Change in Control  Event. Upon the occurrence  of
a Change in Control Event  (regardless of whether such event also constitutes an
Acquisition Event),  except to the extent specifically  provided to the contrary
in the instrument  evidencing any other Award or any other  agreement  between a
Participant  and  the  Company,  all  other  Awards  shall  become  exercisable,
realizable  or  vested  in  full,  or  shall  be  free  of  all   conditions  or
restrictions, as applicable to each such Award.

9.       General Provisions Applicable to Awards

         (a)  Transferability  of  Awards.  Except as the  Board  may  otherwise
determine  or  provide  in  an  Award,  Awards  shall  not  be  sold,  assigned,
transferred,  pledged  or  otherwise  encumbered  by the person to whom they are
granted,  either  voluntarily or by operation of law, except by will or the laws
of descent and distribution,  and, during the life of the Participant,  shall be
exercisable only by the Participant.  References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

         (b)  Documentation.   Each  Award  shall  be  evidenced  by  a  written
instrument  in such form as the Board  shall  determine.  Each Award may contain
terms and conditions in addition to those set forth in the Plan.

                                      -7-
<PAGE>

         (c)      Board  Discretion.  Except as otherwise  provided by the Plan,
each Award may be made alone or in addition  or in relation to any other  Award.
The terms of each  Award  need not be  identical,  and the Board  need not treat
Participants uniformly.

         (d)  Termination of Status.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the  employment  or other  status of a  Participant  and the extent to
which,  and the period during which, the Participant,  the  Participant's  legal
representative,  conservator,  guardian or Designated  Beneficiary  may exercise
rights under the Award.

         (e)  Withholding.  Each Participant  shall pay to the Company,  or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event  creating  the tax  liability.  Except  as the Board may  otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock,  including  shares  retained from the Award creating the
tax  obligation,  valued at their Fair Market  Value.  The  Company  may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.

         (f)  Amendment of Award.  The Board may amend,  modify or terminate any
outstanding Award,  including but not limited to, substituting  therefor another
Award  of the  same or a  different  type,  changing  the  date of  exercise  or
realization,  and converting an Incentive  Stock Option to a Nonstatutory  Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board  determines  that the action,  taking into  account any related
action, would not materially and adversely affect the Participant.

         (g) Conditions on Delivery of Stock.  The Company will not be obligated
to  deliver  any  shares  of  Common  Stock  pursuant  to the Plan or to  remove
restrictions  from  shares  previously  delivered  under the Plan  until (i) all
conditions  of the Award  have been met or removed  to the  satisfaction  of the
Company,  (ii) in the opinion of the Company's counsel,  all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable  securities  laws and any applicable  stock exchange or
stock market rules and  regulations,  and (iii) the Participant has executed and
delivered to the Company such  representations  or agreements as the Company may
consider  appropriate to satisfy the  requirements of any applicable laws, rules
or regulations.

         (h)  Acceleration.  The Board may at any time  provide that any Options
shall become  immediately  exercisable  in full or in part,  that any Restricted
Stock Awards shall be free of  restrictions in full or in part or that any other
Awards  may  become  exercisable  in  full  or in  part  or  free of some or all
restrictions or conditions,  or otherwise  realizable in full or in part, as the
case may be.


                                      -8-
<PAGE>

10.      Miscellaneous

         (a) No Right To Employment  or Other  Status.  No person shall have any
claim or right to be  granted an Award,  and the grant of an Award  shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company.  The Company expressly  reserves the right at any
time to dismiss or otherwise  terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly  provided in the
applicable Award.

         (b) No  Rights  As a  Shareholder.  Subject  to the  provisions  of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a  shareholder  with respect to any shares of Common Stock to be  distributed
with  respect  to an Award  until  becoming  the record  holder of such  shares.
Notwithstanding  the foregoing,  in the event the Company effects a split of the
Common  Stock by means of a stock  dividend  and the  exercise  price of and the
number of shares  subject  to such  Option  are  adjusted  as of the date of the
distribution  of the  dividend  (rather  than as of the  record  date  for  such
dividend),  then an optionee who exercises an Option between the record date and
the distribution  date for such stock dividend shall be entitled to receive,  on
the  distribution  date, the stock dividend with respect to the shares of Common
Stock  acquired upon such Option  exercise,  notwithstanding  the fact that such
shares were not  outstanding  as of the close of business on the record date for
such stock dividend.

         (c) Effective Date and Term of Plan. The Plan shall become effective on
the date as of which it is both adopted by the Board and approved by the Company
shareholders.  No Awards shall be granted under the Plan after the completion of
ten years from the date the Plan was approved by the Company's shareholders, but
Awards previously granted may extend beyond that date.

         (d)      Amendment  of Plan.  The Board may amend, suspend or terminate
the Plan or any portion thereof at any time.

         (e)      Governing  Law. The provisions of the Plan and all Awards made
hereunder  shall be governed by and  interpreted in accordance  with the laws of
the State of Florida, without regard to any applicable conflicts of law.


                                      -9-