EXHIBIT 4.1

                             PINNACLE HOLDINGS INC.
                              STOCK INCENTIVE PLAN

1.       PURPOSE. The purpose of this Stock Incentive Plan (the "Plan") is to
         further the interests of Pinnacle Holdings Inc., a Delaware
         corporation, its Subsidiaries and its shareholders by providing
         incentives in the form of grants of stock options and restricted stock
         to key employees and other persons who contribute materially to the
         success and profitability of the Company. Also, the Plan will assist
         the Company in attracting and retaining key persons.

2.       DEFINITIONS. The following definitions will apply to the Plan:

         a.       "AWARD" means, individually or collectively, a grant under the
                  Plan of a Nonqualified Stock Option, an Incentive Stock Option
                  or Restricted Stock.

         b.       "BOARD" means the board of directors of Pinnacle Holdings Inc.

         c.       "CAUSE" means (i) any intentional misapplication by the
                  Recipient of the Company's funds, intended to result directly
                  or indirectly in significant gain or personal enrichment at
                  the expense of the Company, or any other act of dishonesty
                  committed by the Recipient in connection with the Company's
                  business; (ii) the Recipient's conviction of a crime involving
                  moral turpitude; (iii) the Recipient's non-performance or
                  non-observance in any material respect of any requirement with
                  respect to the Recipient's employment; or (iv) any other
                  action by the Recipient involving willful and deliberate
                  malfeasance or negligence in the performance of the
                  Recipient's duties; provided that "Cause" may be otherwise
                  defined for purposes of any Award in the related Option
                  Agreement or Restricted Stock Agreement.

         d.       "CODE" means the Internal Revenue Code of 1986, as amended.

         e.       "COMMITTEE" means the stock incentive committee appointed by
                  the Board and consisting solely of two or more directors who
                  are "outside directors" as such term is defined in Section
                  162(m) of the Code, and "nonemployee directors" as such term
                  is defined in Rule 16b-3 under the Securities Exchange Act of
                  1934 ("1934 Act"). The Board may appoint a different stock
                  incentive committee for the purpose of granting Awards to
                  Eligible Persons who are not currently and are not expected to
                  subsequently become subject to the requirements of Section 16
                  of the 1934 Act or Section 162(m) of the Code. If the Board
                  does not appoint a stock incentive committee, "Committee"
                  means the Board.

         f.       "COMMON STOCK" means the Common Stock, par value $.001 per
                  share of Pinnacle Holdings Inc., or such other class of shares
                  or securities as to which the Plan may be applicable pursuant
                  to Section 9 of the Plan.

         g.       "COMPANY" means Pinnacle Holdings Inc. and its Subsidiaries.

         h.       "DATE OF GRANT" means the date on which the Option or
                  Restricted Stock, whichever is applicable, is granted.

         i.       "DISABILITY" means "disability" as defined in the Company's
                  long term disability plan or policy.

         j.       "ELIGIBLE PERSON" means any person who performs or has in the
                  past performed services for the Company, whether as a
                  director, officer, Employee, consultant or other independent
                  contractor, and any person who performs services relating to
                  the Company as an employee or independent contractor of a
                  corporation or other entity that provides services for the
                  Company.

         k.       "EMPLOYEE" means any person employed on an hourly or salaried
                  basis by the Company.

         l.       "FAIR MARKET VALUE" means the fair market value of the Common
                  Stock. If the Common Stock is

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                  publicly traded on the date as of which fair market value is
                  being determined, the Fair Market Value is the closing sale
                  price of the Common Stock on the trading day next preceding
                  such date as reported on the registered national exchange
                  providing the primary market in the Common Stock, or if the
                  Common Stock was not traded on such market, the average of the
                  closing bid prices as reported by the Nasdaq Stock Market on
                  that date. If the Common Stock is not publicly traded on the
                  date as of which fair market value is being determined, the
                  Board will determine the fair market value of the Shares,
                  using such factors as the Board considers relevant, such as
                  the price at which recent sales have been made, the book value
                  of the Common Stock, and the Company's current and projected
                  earnings.

         m.       "INCENTIVE STOCK OPTION" means a stock option, granted
                  pursuant to this Plan or any other Company plan, that
                  satisfies the requirements of Section 422 of the Code and that
                  entitles the Recipient to purchase Common Stock.

         n.       "NONQUALIFIED STOCK OPTION" means a stock option, granted
                  pursuant to the Plan, that is not an Incentive Stock Option
                  and that entitles the Recipient to purchase Common Stock.

         o.       "OPTION" means an Incentive Stock Option or a Nonqualified
                  Stock Option.

         p.       "OPTION AGREEMENT" means a written agreement, between the
                  Company and a Recipient, that sets out the terms and
                  restrictions of an Option Award.

         q.       "OPTION SHAREHOLDER" means an Employee who has acquired Shares
                  upon exercise of an Option.

         r.       "OPTION SHARES" means Shares that a Recipient receives upon
                  exercise of an Option.

         s.       "PERIOD OF RESTRICTION" means the period beginning on the Date
                  of Grant of a Restricted Stock Award and ending on the date on
                  which all restrictions applicable to the Shares subject to
                  such Award expire.

         t.       "PLAN" means this Pinnacle Holdings Inc. Stock Incentive Plan,
                  as amended from time to time.

         u.       "RECIPIENT" means an individual who receives an Award.

         v.       "RESTRICTED STOCK" means an Award granted pursuant to Section
                  7 of the Plan.

         w.       "RESTRICTED STOCK AGREEMENT" means a written agreement,
                  between the Company and a Recipient, that sets out the terms
                  and restrictions of a Restricted Stock Award.

         x.       "SHARE" means a share of the Common Stock, as adjusted in
                  accordance with Section 9 of the Plan.

         y.       "SUBSIDIARY" means any entity 50 percent or more of the voting
                  securities of which are owned directly or indirectly by the
                  Company at any time during the existence of the Plan.

3.       ADMINISTRATION. The Committee will administer the Plan. The Committee
         has the exclusive power to select the Recipients of Awards pursuant to
         the Plan, to establish the terms of the Awards granted to each
         Recipient, and to make all other determinations necessary or advisable
         under the Plan. The Committee has the sole discretion to determine
         whether the performance of an Eligible Person warrants an Award under
         the Plan, and to determine the size and type of the Award. The
         Committee has full and exclusive power to construe and interpret the
         Plan, to prescribe, amend, and rescind rules and regulations relating
         to the Plan, and to take all actions necessary or advisable for the
         Plan's administration. The Committee, in the exercise of its powers,
         may correct any defect or supply any omission, or reconcile any
         inconsistency in the Plan, or in any Agreement, in the manner and to
         the extent it deems necessary or expedient to make the Plan fully
         effective. In exercising this power, the Committee may retain counsel
         at the expense of the Company. The Committee also has the power to
         determine the duration and purposes of leaves of absence which may be
         granted to a Recipient without constituting a termination of the
         Recipient's employment for purposes of the Plan. Any of the Committee's
         determinations will be final and binding on all persons. A member of
         the Committee will not be liable for

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         performing any act or making any determination in good faith.

4.       SHARES SUBJECT TO PLAN. Subject to the provisions of Section 9 of the
         Plan, the maximum aggregate number of Shares that may be subject to
         Awards under the Plan is 3,000,000. If an unexercised Option expires or
         becomes unexercisable, the unpurchased Shares subject to such Option
         will be available for other Awards under the Plan. If any portion of a
         Restricted Stock Award is forfeited during the applicable Period of
         Restriction, the forfeited shares will be available for other Awards
         under the Plan.

5.       ELIGIBILITY. Any Eligible Person that the Committee in its sole
         discretion designates is eligible to receive an Award under the Plan.
         Only an Employee may receive an Incentive Stock Option. The Committee's
         grant of an Award to a Recipient in any year does not entitle the
         Recipient to an Award in any other year. Furthermore, the Committee may
         grant different Awards to different Recipients. The Committee may
         consider such factors as it deems pertinent in selecting Recipients and
         in determining the types and sizes of their Awards. Recipients may
         include persons who previously received stock, stock options or other
         benefits under the Plan or another plan of the Company or a Subsidiary,
         whether or not the previously granted benefits have been fully
         exercised or vested. An Award will not enlarge or otherwise affect a
         Recipient's right, if any, to continue to serve the Company and its
         Subsidiaries in any capacity, and will not restrict the right of the
         Company or a Subsidiary to terminate at any time the Recipient's
         employment.

6.       OPTIONS. The Committee may grant Options to purchase Common Stock to
         Recipients in such amounts as the Committee determines in its sole
         discretion. Subject to the provisions of Section 9 of the Plan, during
         any 12-month period, the Committee may not grant to any Recipient
         Options to purchase more than a total of 1,000,000 Shares. An Option
         Award may be in the form of an Incentive Stock Option or a Nonqualified
         Stock Option. The Committee may grant an Option alone or in addition to
         another Award for the same Recipient. Each Option will satisfy the
         following requirements:

         a.       WRITTEN AGREEMENT. Each Option granted to a Recipient will be
                  evidenced by an Option Agreement. The terms of the Option
                  Agreement need not be identical for different Recipients or
                  for different Awards. The Option Agreement will contain such
                  provisions as the Committee deems appropriate and will include
                  a description of the substance of each of the requirements in
                  this Section 6.

         b.       NUMBER OF SHARES. Each Option Agreement will specify the
                  number of Shares that the Recipient may purchase upon exercise
                  of the Option.

         c.       EXERCISE PRICE.

                  i.       INCENTIVE STOCK OPTION. Except as provided in
                           subsection 6(l) of the Plan, the exercise price of
                           each Share subject to an Incentive Stock Option will
                           equal the exercise price designated by the Committee,
                           but will not be less than the Fair Market Value of
                           the Share on the Date of Grant.

                  ii.      NONQUALIFIED STOCK OPTION. The exercise price of each
                           Share subject to a Nonqualified Stock Option will
                           equal the exercise price designated by the Committee.

         d.       DURATION OF OPTION.

                  i.       INCENTIVE STOCK OPTION. Except as otherwise provided
                           in this Section 6, an Incentive Stock Option will
                           expire on the earlier of the tenth anniversary of the
                           Date of Grant or the date set by the Committee on the
                           Date of Grant.

                  ii.      NONQUALIFIED STOCK OPTION. Except as otherwise
                           provided in this Section 6, a Nonqualified Stock
                           Option will expire on the tenth anniversary of its
                           Date of Grant or, at such earlier or later date set
                           by the Committee on the Date of Grant.

         e.       VESTING OF OPTION. Each Option Agreement will specify the
                  vesting schedule applicable to the Option. The Committee, in
                  its sole discretion, may accelerate the vesting of any Option
                  at any time.

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         f.       DEATH.

                  i.       INCENTIVE STOCK OPTION. If a Recipient dies, an
                           Incentive Stock Option granted to the Recipient will
                           expire on the one-year anniversary of the Recipient's
                           death, or if earlier, the date specified in or
                           pursuant to subsection 6.d. of the Plan, unless the
                           Committee sets an earlier expiration date on the Date
                           of Grant.

                  ii.      NONQUALIFIED STOCK OPTION. If a Recipient dies, a
                           Nonqualified Stock Option granted to the Recipient
                           will expire on the one-year anniversary of the
                           Recipient's death, or if earlier, the date specified
                           in or pursuant to subsection 6.d. of the Plan, unless
                           the Committee sets an earlier or later expiration
                           date on the Date of Grant, or a later expiration date
                           subsequent to the Date of Grant but prior to the
                           one-year anniversary of the Recipient's death.

         g.       DISABILITY.

                  i.       INCENTIVE STOCK OPTION. If the Recipient terminates
                           employment with the Company because of his
                           Disability, an Incentive Stock Option granted to the
                           Recipient will expire on the one-year anniversary of
                           the Recipient's last day of employment, or, if
                           earlier, the date specified in or pursuant to
                           subsection 6.d. of the Plan.

                  ii.      NONQUALIFIED STOCK OPTION. If the Recipient
                           terminates employment with the Company because of his
                           Disability, a Nonqualified Stock Option granted to
                           the Recipient will expire on the one-year anniversary
                           of the Recipient's last day of employment, or, if
                           earlier, the date specified in or pursuant to
                           subsection 6.d. of the Plan, unless the Committee
                           sets an earlier or later expiration date on the Date
                           of Grant or a later expiration date subsequent to the
                           Date of Grant but prior to the one-year anniversary
                           of the Recipient's last day of employment.

         h.       RETIREMENT OR INVOLUNTARY TERMINATION.

                  i.       INCENTIVE STOCK OPTION. If the Recipient terminates
                           employment with the Company as a result of his
                           retirement in accordance with the Company's normal
                           retirement policies, or if the Company terminates the
                           Recipient's employment other than for Cause, an
                           Incentive Stock Option granted to the Recipient will
                           expire 90 days following the last day of the
                           Recipient's employment, or, if earlier, the date
                           specified in or pursuant to subsection 6.d. of the
                           Plan, unless the Committee sets an earlier expiration
                           date on the Date of Grant.

                  ii.      NONQUALIFIED STOCK OPTION. If the Recipient
                           terminates employment with the Company as a result of
                           his retirement in accordance with the Company's
                           normal retirement policies, or if the Company
                           terminates the Recipient's employment other than for
                           Cause, a Nonqualified Stock Option granted to the
                           Recipient will expire 90 days following the last day
                           of the Recipient's employment, or, if earlier, the
                           date specified in or pursuant to subsection 6.d. of
                           the Plan, unless the Committee sets an earlier or
                           later expiration date on the Date of Grant or a later
                           expiration date subsequent to the Date of Grant but
                           prior to 90 days following the Recipient's last day
                           of employment.

         i.       TERMINATION OF SERVICE. If the Recipient's employment with the
                  Company terminates for any reason other than the reasons
                  described in Sections 6.f, 6.g., 6.h., or 6.j. of the Plan, an
                  Option granted to the Recipient will expire 30 days following
                  the last day of the Recipient's employment with the Company,
                  or, if earlier, the date specified in or pursuant to
                  subsection 6.d. of the Plan, unless the Committee sets an
                  earlier or later expiration date on the Date of Grant or a
                  later expiration date subsequent to the Date of Grant but
                  prior to the 30th day following the Recipient's last day of
                  employment. The Committee may not delay the expiration of an
                  Incentive Stock Option more than 90 days after termination of
                  the Recipient's employment. During any delay of the expiration
                  date, the Option will be exercisable only to the extent it is
                  exercisable on the date the Recipient's employment terminates,
                  subject to any adjustment under Section 9 of the Plan.

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         j.       CAUSE. Notwithstanding any provisions set forth in the Plan,
                  if the Company terminates the Recipient's employment for
                  Cause, any unexercised portion(s) of the Recipient's Option(s)
                  will expire immediately upon the earlier of the occurrence of
                  the event that constitutes Cause or the last day the Recipient
                  is employed by the Company.

         k.       CONDITIONS REQUIRED FOR EXERCISE. An Option is exercisable
                  only to the extent it is vested according to the terms of the
                  Option Agreement. Furthermore, an Option is exercisable only
                  if the issuance of Shares upon exercise would comply with
                  applicable securities laws. Each Agreement will specify any
                  additional conditions required for the exercise of the Option.

         l.       TEN PERCENT SHAREHOLDERS. An Incentive Stock Option granted to
                  an individual who, on the Date of Grant, owns stock possessing
                  more than 10 percent of the total combined voting power of all
                  classes of stock of either the Company or any parent or
                  Subsidiary, will have an exercise price of 110 percent of Fair
                  Market Value on the Date of Grant and will be exercisable only
                  during the five-year period immediately following the Date of
                  Grant. For purposes of calculating stock ownership of any
                  person, the attribution rules of Code Section 424(d) will
                  apply, and any stock that such person may purchase under
                  outstanding options will not be considered.

         m.       MAXIMUM OPTION GRANTS. The aggregate Fair Market Value,
                  determined on the Date of Grant, of Shares with respect to
                  which any Incentive Stock Options under the Plan and all other
                  plans of the Company or its Subsidiaries become exercisable by
                  any individual for the first time in any calendar year will
                  not exceed $100,000.

         n.       METHOD OF EXERCISE. An Option will be deemed exercised when
                  the person entitled to exercise the Option (i) delivers
                  written notice to the President of the Company (or his
                  delegate, in his absence) of the decision to exercise, (ii)
                  concurrently tenders to the Company full payment for the
                  Shares to be purchased pursuant to the exercise, and (iii)
                  complies with such other reasonable requirements as the
                  Committee establishes pursuant to Section 8 of the Plan.
                  Payment for Shares with respect to which an Option is
                  exercised may be made (i) in cash, (ii) by certified check,
                  (iii) if permitted by the Committee in the case of such
                  exercise, in the form of Common Stock having a Fair Market
                  Value equal to the exercise price, or (iv) by delivery of a
                  notice instructing the Company to deliver the Shares to a
                  broker subject to the broker's delivery of cash to the Company
                  equal to the exercise price. No person will have the rights of
                  a shareholder with respect to Shares subject to an Option
                  granted under the Plan until a certificate or certificates for
                  the Shares have been delivered to him. A partial exercise of
                  an Option will not affect the holder's right to exercise the
                  remainder of the Option from time to time in accordance with
                  the Plan.

         o.       LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in
                  its discretion and subject to the requirements of applicable
                  law, recommend to the Company that it lend the Recipient the
                  funds needed by the Recipient to exercise an Option. The
                  Recipient will apply to the Company for the loan, completing
                  the forms and providing the information required by the
                  Company. The loan will be secured by such collateral as the
                  Company may require, subject to its underwriting requirements
                  and the requirements of applicable law. The Recipient will
                  execute a promissory note and any other documents deemed
                  necessary by the Company.

         p.       DESIGNATION OF BENEFICIARY. Each Recipient may file with the
                  Company a written designation of a beneficiary to receive the
                  Recipient's Options in the event of the Recipient's death
                  prior to full exercise of such Options. If the Recipient does
                  not designate a beneficiary, or if the designated beneficiary
                  does not survive the Recipient, the Recipient's estate will be
                  his beneficiary. Recipients may, by written notice to the
                  Company, change a beneficiary designation.

         q.       NONTRANSFERABILITY OF OPTION. An Option granted under the Plan
                  is not transferable except by will or the laws of descent and
                  distribution. During the lifetime of the Recipient, all rights
                  of the Option are exercisable only by the Recipient.

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7.       RESTRICTED STOCK. The Committee may grant Restricted Stock Shares to
         Recipients in such amounts as the Committee determines in its sole
         discretion. The Committee may grant Restricted Stock alone or in
         addition to another Award. Each Restricted Stock Award granted to a
         Recipient will satisfy the following requirements:

         a.       WRITTEN AGREEMENT. Each Restricted Stock Award granted to a
                  Recipient will be evidenced by a Restricted Stock Agreement.
                  The terms of the Restricted Stock Agreement need not be
                  identical for different Recipients. The Restricted Stock
                  Agreement will specify the Period(s) of Restriction. In
                  addition, the Restricted Stock Agreement will include a
                  description of the substance of each of the requirements in
                  this Section 7 and will contain such provisions as the
                  Committee deems appropriate.

         b.       NUMBER OF SHARES. Each Agreement will specify the number of
                  Restricted Stock Shares granted to the Recipient.

         c.       TRANSFERABILITY. Restricted Stock Shares may not be sold,
                  transferred, pledged, assigned or otherwise alienated or
                  hypothecated until the end of the applicable Period of
                  Restriction, or upon earlier satisfaction of any other
                  conditions, as specified in the Restricted Stock Agreement.

         d.       OTHER RESTRICTIONS. The Committee will impose on Restricted
                  Stock Shares any other restrictions that the Committee deems
                  advisable, including, without limitation, vesting
                  restrictions, restrictions based upon the achievement of
                  specific Company-wide, Subsidiary, individual performance
                  goals and/or any other criteria that the Committee may select,
                  and/or restrictions under applicable federal or state
                  securities laws, and may require that the certificate
                  representing Restricted Stock carry a legend to give
                  appropriate notice of such restrictions. The Committee may
                  also require that Recipients make cash payments at the time of
                  grant and/or upon expiration of restrictions. Any such cash
                  payments will equal an amount not less than the par value of
                  the Restricted Stock Shares.

         e.       CERTIFICATE LEGEND. In addition to any legends placed on
                  certificates pursuant to subsection 8.d. of the Plan, each
                  certificate representing Restricted Stock Shares will bear the
                  following legend:

                           "The sale or other transfer of the Shares of stock
                           represented by this certificate, whether voluntary,
                           involuntary, or by operation of law, is subject to
                           certain restrictions on transfer as set forth in the
                           Pinnacle Holdings Inc. Stock Incentive Plan, as
                           amended, and in a Restricted Stock Agreement dated
                           ___________. A copy of the Plan and the Restricted
                           Stock Agreement may be obtained from the Chief
                           Financial Officer of Pinnacle Holdings Inc."

         f.       REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
                  Section 7, Restricted Stock Shares will become freely
                  transferable by the Recipient after the Period of Restriction
                  expires. The Recipient will be entitled to removal of the
                  legend required by subsection 8.e. of the Plan following the
                  expiration of the Period of Restriction.

         g.       VOTING RIGHTS. During the Period of Restriction, Recipients
                  holding Restricted Stock Shares may exercise full voting
                  rights with respect to such Shares.

         h.       DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
                  Restriction, Recipients holding Restricted Stock Shares will
                  be entitled to receive all dividends and other distributions
                  paid with respect to such Shares. If any such dividends or
                  distributions are paid in Shares, such Shares will be subject
                  to the same restrictions on transferability and forfeitability
                  as the Restricted Stock Shares with respect to which they were
                  paid.

         i.       TERMINATION OF SERVICE. If the Recipient ceases employment
                  with the Company, the Recipient will forfeit immediately all
                  nonvested Restricted Stock Shares held by the Recipient to the
                  Company. The Committee may, in its sole discretion and upon
                  such terms and conditions as it deems proper, provide for
                  expiration of the restrictions on Restricted Stock Shares
                  following termination of employment.

         j.       DESIGNATION OF BENEFICIARY. Each Recipient may file with the
                  Company a written designation of a beneficiary to receive the
                  Recipient's Restricted Stock Shares in the event of the
                  Recipient's death

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                  prior to removal of all restrictions on such Shares. If the
                  Recipient does not designate a beneficiary, or if the
                  designated beneficiary does not survive the Recipient, the
                  Recipient's estate will be his beneficiary. Recipients may, by
                  written notice to the Company, change a beneficiary
                  designation.

8.       TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS. The
         Company will have the right to withhold from payments otherwise due and
         owing to the Recipient or his beneficiary or to require the Recipient
         or his beneficiary to remit to the Company in cash upon demand an
         amount sufficient to satisfy any federal (including FICA and FUTA
         amounts), state, and/or local withholding tax requirements at the time
         the Recipient or his beneficiary recognizes income for federal, state,
         and/or local tax purposes with respect to any Award under the Plan.

         The Committee may grant Awards and the Company may deliver Shares under
         the Plan only in compliance with all applicable federal and state laws
         and regulations and the rules of all stock exchanges on which the
         Company's stock is listed at any time. An Option is exercisable only if
         either (i) a registration statement pertaining to the Shares to be
         issued upon exercise of the Option has been filed with and declared
         effective by the Securities and Exchange Commission and remains
         effective on the date of exercise, or (ii) an exemption from the
         registration requirements of applicable securities laws is available.
         The Plan does not require the Company, however, to file such a
         registration statement or to assure the availability of such
         exemptions. Any certificate issued to evidence Shares issued under the
         Plan may bear such legends and statements, and will be subject to such
         transfer restrictions, as the Committee deems advisable to assure
         compliance with federal and state laws and regulations and with the
         requirements of this Section 8. No Option may be exercised, and Shares
         may not be issued under the Plan, until the Company has obtained the
         consent or approval of every regulatory body, federal or state, having
         jurisdiction over such matters as the Committee deems advisable.

         Each person who acquires the right to exercise an Option or to
         ownership of Shares by transfer, bequest or inheritance may be required
         by the Committee to furnish reasonable evidence of ownership of the
         Option as a condition to his exercise of the Option or receipt of
         Shares. In addition, the Committee may require such consents and
         releases of taxing authorities as the Committee deems advisable.

         With respect to persons subject to Section 16 of the 1934 Act,
         transactions under the Plan are intended to comply with all applicable
         conditions of Rule 16b-3 under the 1934 Act, as such Rule may be
         amended from time to time, or its successor under the 1934 Act. To the
         extent any provision of the Plan or action by the Committee or the
         Company fails to so comply, it will be deemed null and void, to the
         extent permitted by law and deemed advisable by the Committee.

9.       ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
         consolidation, reclassification, recapitalization, combination or
         exchange of shares, stock split, stock dividend, rights offering, or
         other expansion or contraction of the Common Stock occurs, the
         Committee will equitably adjust the number and class of Shares for
         which Awards are authorized to be granted under the Plan, the number
         and class of Shares then subject to Awards previously granted to
         Employees under the Plan, and the price per Share payable upon exercise
         of each Award outstanding under the Plan. To the extent deemed
         equitable and appropriate by the Board, subject to any required action
         by shareholders, any Award will pertain to the securities and other
         property to which a holder of the number of Shares of stock covered by
         the Award would have been entitled to receive in connection with any
         merger, consolidation, reorganization, liquidation or dissolution.

10.      LIABILITY OF THE COMPANY. Neither the Company, its parent nor any
         Subsidiary that is in existence or hereafter comes into existence will
         be liable to any person for any tax consequences incurred by a
         Recipient or other person with respect to an Award.

11.      AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or
         terminate the Plan from time to time without approval of the
         shareholders of the Company. The Board may, however, condition any
         amendment on the approval of the shareholders of the Company if such
         approval is necessary or advisable with respect to tax, securities or
         other laws applicable to the Company, the Plan, Recipients or Eligible
         Persons. Any amendment, whether with or without the approval of
         shareholders of the Company, that alters the terms or provisions of an
         Award granted before the amendment (unless the alteration is expressly
         permitted under the Plan) will be effective only with the consent of
         the Recipient of the Award or the holder currently entitled to exercise
         the

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         Award. Without the consent of any such Recipient or holder, the Board
         may establish a date or event upon which the Plan and all unexercised
         Options will terminate; provided, however, that the Board must provide
         to the Recipients of the unexercised Options or the holders currently
         entitled to exercise the Options written notice of the termination of
         the Plan and all outstanding Options no less than 30 days prior to the
         date or event upon which the Plan and all unexercised Options will
         terminate.

12.      EXPENSES OF PLAN. The Company will bear the expenses of administering
         the Plan.

13.      DURATION OF PLAN. Awards may be granted under the Plan only during the
         10 years immediately following the original effective date of the Plan.

14.      NOTICES. All notices to the Company will be in writing and will be
         delivered to the President of the Company. All notices to a Recipient
         will be delivered personally or mailed to the Recipient at his address
         appearing in the Company's personnel records. The address of any person
         may be changed at any time by written notice given in accordance with
         this Section 14.

15.      APPLICABLE LAW. The validity, interpretation, and enforcement of the
         Plan are governed in all respects by the laws of Florida and the United
         States of America.

16.      EFFECTIVE DATE. The effective date of the Plan will be the earlier of
         (i) the date on which the Board adopts the Plan or (ii) the date on
         which the Shareholders approve the Plan.

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