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                                                                   EXHIBIT 10.7

                                ANSWERTHINK, INC.

                      1998 STOCK OPTION AND INCENTIVE PLAN

        Answerthink, Inc., a Florida corporation (the "Company"), sets forth
herein the terms of its 1998 Stock Option and Incentive Plan (the "Plan") as
follows:

1.                PURPOSE

        The Plan is intended to enhance the Company's ability to attract and
retain highly qualified officers, key employees, outside directors and other
persons, and to motivate such officers, key employees, outside directors and
other persons to serve the Company and its affiliates (as defined herein) and
to expend maximum effort to improve the business results and earnings of the
Company, by providing to such officers, key employees, outside directors and
other persons an opportunity to acquire or increase a direct proprietary
interest in the operations and future success of the Company. To this end, the
Plan provides for the grant of stock options, restricted stock and restricted
stock units in accordance with the terms hereof. Stock options granted under
the Plan may be non-qualified stock options or incentive stock options, as
provided herein, except that stock options granted to outside directors shall
in all cases be non-qualified stock options.

2.                DEFINITIONS

        For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:

        2.1     "Affiliate" of, or person "affiliated" with, a person means any
company or other trade or business that controls, is controlled by or is under
common control with such person within the meaning of Rule 405 of Regulation C
under the Securities Act.

        2.2     "Award Agreement" means the stock option agreement, restricted
stock agreement, restricted stock unit agreement or other written agreement
between the Company and a Grantee that evidences and sets out the terms and
conditions of a Grant.

        2.3     "Beneficial Owner" means a beneficial owner within the meaning
of Rule 13d-3 under the Exchange Act.

        2.4     "Benefit Arrangement" shall have the meaning set forth in
Section 13 hereof.

        2.5     "Board" means the Board of Directors of the Company.

        2.6     "Change of Control" means (A) any Person, other than any Person
who is a Beneficial Owner of the Company's securities before the Effective
Date, becomes, after the Effective Date, the beneficial owner, directly or
indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company's then outstanding securities; (B) during
any two-year period, individuals who at the beginning of such period constitute
the Board (including, for this purpose, any director who after the beginning of
such period filled a vacancy on the Board caused by the resignation, mandatory
retirement, death, or disability of a director and whose election or
appointment was approved by a vote of at least two-thirds of the directors then
in office who were directors at the beginning of such period) cease for any
reason to constitute a majority thereof; (C) notwithstanding clauses (A) or (E)
of

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this paragraph, the Company consummates a merger or consolidation of the
Company with or into another corporation, the result of which is that the
Persons who were stockholders of the Company at the time of the execution of
the agreement to merge or consolidate own less than 80% of the total equity of
the corporation surviving or resulting from the merger or consolidation or of a
corporation owning, directly or indirectly, 100% of the total equity of such
surviving or resulting corporation; or (D) the sale in one or a series of
transactions of all or substantially all of the assets of the Company; (E) any
Person has commenced a tender or exchange offer, or entered into an agreement
or received an option to acquire beneficial ownership of 40% or more of the
total number of voting shares of the Company, unless the Board has made a
determination that such action does not constitute and will not constitute a
material change in the Persons having control of the Company; or (F) there is a
change of control in the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act other than in circumstances specifically covered by
clauses (A) through (E) above.

        2.7     "Code" means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.

        2.8     "Committee" means a committee of, and designated from time to
time by resolution of, the Board, which shall consist of no fewer than two
members of the Board, none of whom shall be an officer or other salaried
employee of the Company or any affiliate of the Company.

        2.9     "Company" means Answerthink, Inc.

        2.10    "Effective Date" means April 23, 1998, the date on which the
Plan was adopted by the Board.

        2.11    "Exchange Act" means the Securities Exchange Act of 1934, as
now in effect or as hereafter amended.

        2.12    "Fair Market Value" means the value of a share of Stock,
determined as follows: if on the Grant Date or other determination date the
Stock is listed on an established national or regional stock exchange, is
admitted to quotation on the NASDAQ National Market, or is publicly traded on
an established securities market, the Fair Market Value of a share of Stock
shall be the closing price of the Stock on such exchange or in such market (the
highest such closing price if there is more than one such exchange or market)
on the Grant Date or such other determination date (or if there is no such
reported closing price, the Fair Market Value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of Stock is reported for such trading day, on
the next preceding day on which any sale shall have been reported. If the Stock
is not listed on such an exchange, quoted on such system or traded on such a
market, Fair Market Value shall be the value of the Stock as determined by the
Board in good faith.

        2.13    "Grant" means an award of an Option, Restricted Stock or
Restricted Stock Units under the Plan.

        2.14    "Grant Date" means, as determined by the Board or authorized
Committee, (i) the date as of which the Board or such Committee approves a
Grant, (ii) the date on which the

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recipient of such Grant first becomes eligible to receive a Grant under Section
6, hereof, or (iii) such other date as may be specified by the Board or such
Committee.

        2.15    "Grantee" means a person who receives or holds an Option,
Restricted Stock or Restricted Stock Units under the Plan.

         2.16   "Immediate Family Members" means the spouse, children and
grandchildren of the Grantee.

        2.17    "Incentive Stock Option" means an "incentive stock option"
within the meaning of Section 422 of the Code, or the corresponding provision
of any subsequently enacted tax statute, as amended from time to time.

        2.18    "Option" means an option to purchase one or more shares of
Stock pursuant to the Plan.

        2.19    "Option Period" means the period during which Options may be
exercised as set forth in Section 10 hereof.

        2.20    "Option Price" means the purchase price for each share of Stock
subject to an Option.

        2.21    "Other Agreement" shall have the meaning set forth in Section
13 hereof.

        2.22    "Outside Director" means a member of the Board who is not an
officer or employee of the Company.

        2.23    "Person" means an individual, a partnership, a limited
liability company, a corporation, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.

        2.24    "Plan" means this Answerthink, Inc. 1998 Stock Option and
Incentive Plan.

        2.25    "Reporting Person" means a person who is required to file
reports under Section 16(a) of the Exchange Act.

        2.26    "Restricted Period" means the period during which Restricted
Stock or Restricted Stock Units are subject to restrictions or conditions
pursuant to Section 12.2 hereof.

        2.27    "Restricted Stock" means shares of Stock, awarded to a Grantee
pursuant to Section 12 hereof, that are subject to restrictions and to a risk
of forfeiture.

        2.28    "Restricted Stock Unit" means a unit awarded to a Grantee
pursuant to Section 12 hereof, which represents a conditional right to receive
a share of Stock in the future, and which is subject to restrictions and to a
risk of forfeiture.

        2.29    "Securities Act" means the Securities Act of 1933, as now in
effect or as hereafter amended.

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        2.30    "Service Provider" means a consultant or adviser to the
Company, a manager of the Company's properties or affairs, or other similar
service provider or affiliate of the Company, and employees of any of the
foregoing, as such persons may be designated from time to time by the Board
pursuant to Section 6 hereof.

        2.31    "Stock" means the common stock, par value $0.01 per share, of
the Company.

        2.32    "Subsidiary" means any "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Code.

        2.33    "Termination Date" shall be the date upon which an Option shall
terminate or expire, as set forth in Section 10.2 hereof.

3.      ADMINISTRATION OF THE PLAN

        3.1       BOARD.

        The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's certificate of
incorporation and by-laws and applicable law. The Board shall have full power
and authority to take all actions and to make all determinations required or
provided for under the Plan, any Grant or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Board deems to be necessary or appropriate to the administration
of the Plan, any Grant or any Award Agreement. All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in
writing in accordance with the Company's certificate of incorporation and
by-laws and applicable law. The interpretation and construction by the Board of
any provision of the Plan, any Grant or any Award Agreement shall be final and
conclusive. As permitted by law, the Board may delegate its authority under the
Plan to a member of the Board of Directors or an executive officer of the
Company.

        3.2       COMMITTEE.

        The Board from time to time may delegate to a Committee such powers and
authorities related to the administration and implementation of the Plan, as
set forth in Section 3.1 above and in other applicable provisions, as the Board
shall determine, consistent with the certificate of incorporation and by-laws
of the Company and applicable law. In the event that the Plan, any Grant or any
Award Agreement entered into hereunder provides for any action to be taken by
or determination to be made by the Board, such action may be taken by or such
determination may be made by the Committee if the power and authority to do so
has been delegated to the Committee by the Board as provided for in this
Section. Unless otherwise expressly determined by the Board, any such action or
determination by the Committee shall be final, binding and conclusive. As
permitted by law, the Committee may delegate its authority under the Plan to a
member of the Board of Directors or an executive officer of the Company.

        3.3       GRANTS.

        Subject to the other terms and conditions of the Plan, the Board shall
have full and final authority (i) to designate Grantees, (ii) to determine the
type or types of Grant to be made to a Grantee, (iii) to determine the number
of shares of Stock to be subject to a Grant, (iv) to establish

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the terms and conditions of each Grant (including, but not limited to, the
exercise price of any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the vesting, exercise,
transfer, or forfeiture of a Grant or the shares of Stock subject thereto, and
any terms or conditions that may be necessary to qualify Options as Incentive
Stock Options), (v) to prescribe the form of each Award Agreement evidencing a
Grant, and (vi) to amend, modify, or supplement the terms of any outstanding
Grant. Such authority specifically includes the authority, in order to
effectuate the purposes of the Plan but without amending the Plan, to modify
Grants to eligible individuals who are foreign nationals or are individuals who
are employed outside the United States to recognize differences in local law,
tax policy, or custom. As a condition to any subsequent Grant, the Board shall
have the right, at its discretion, to require Grantees to return to the Company
Grants previously awarded under the Plan. Subject to the terms and conditions
of the Plan, any such new Grant shall be upon such terms and conditions as are
specified by the Board at the time the new Grant is made.

        3.4       NO LIABILITY.

        No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Grant or Award Agreement.

        3.5       APPLICABILITY OF RULE 16B-3

        Those provisions of the Plan that make express reference to Rule 16b-3
under the Exchange Act shall apply only to Reporting Persons.

4.                STOCK SUBJECT TO THE PLAN

        Subject to adjustment as provided in Section 16 hereof, the number of
shares of Stock available for issuance under the Plan shall be (i) 20,000,000,
no more than 5,000,000 of which may be issued pursuant to awards of Restricted
Stock or Restricted Stock Units and (ii) any shares of Stock that are
represented by awards previously granted by the Company, including awards
granted under the Answerthink, Inc. 1997 Stock Option Plan and the Answerthink,
Inc. Restricted Stock Plan as of the Effective Date (the "Prior Plans").
Notwithstanding the foregoing, subject to Section 16 hereof, the maximum
aggregate number of shares of Stock available for grants of Incentive Stock
Options shall be 10,000,000. All stock options previously granted by the
Company shall be deemed to be grants of Options pursuant to the Plan. Stock
issued or to be issued under the Plan shall be authorized but unissued shares.
If any shares covered by a Grant, including Grants made prior to the Effective
Date, are not purchased or are forfeited, or if a Grant otherwise terminates
without delivery of any Stock subject thereto, then the number of shares of
Stock counted against the aggregate number of shares available under the Plan
with respect to such Grant shall, to the extent of any such forfeiture or
termination, again be available for making Grants under the Plan.

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5.                EFFECTIVE DATE AND TERM OF THE PLAN

        5.1       EFFECTIVE DATE.

        The Plan shall be effective as of the Effective Date, subject to
approval of the Plan within one year of the Effective Date, by a majority of
the votes cast on the proposal at a meeting of shareholders, provided that the
total votes cast represent a majority of all shares entitled to vote or by the
written consent of the holders of a majority of the Company's shares entitled
to vote.  Upon approval of the Plan by the shareholders of the Company as set
forth above, all Grants made under the Plan on or after the Effective Date
shall be fully effective as if the shareholders of the Company had approved the
Plan on the Effective Date. If the shareholders fail to approve the Plan within
one year after the Effective Date, any Grants made hereunder shall be null and
void and of no effect.

        5.2       TERM.

        The Plan has no termination date; however, no Incentive Stock Option
may be granted under the Plan on or after the tenth anniversary of the
Effective Date.

6.                OPTION GRANTS

        6.1       COMPANY OR SUBSIDIARY EMPLOYEES.

        Grants (including Grants of Incentive Stock Options) may be made under
the Plan to any employee of, or Service Provider or employee of a Service
Provider providing, or who has provided, services to, the Company or of any
Subsidiary, including any such employee who is an officer or director of the
Company or of any Subsidiary, as the Board shall determine and designate from
time to time.

        6.2       SUCCESSIVE GRANTS.

        An eligible person may receive more than one Grant, subject to such
restrictions as are provided herein.

7.                LIMITATIONS ON GRANTS

        7.1       LIMITATION ON SHARES OF STOCK SUBJECT TO GRANTS.

        During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, no person eligible for a Grant
under Section 6 hereof may be awarded Options in any calendar year exercisable
for greater than 3,000,000 shares of Stock (subject to adjustment as provided
in Section 16 hereof). During any time when the Company has a class of equity
security registered under Section 12 of the Exchange Act, the maximum number of
shares of Restricted Stock that can be awarded under the Plan (including for
this purpose any shares of Stock represented by Restricted Stock Units) to any
person eligible for a Grant under Section 6 hereof is 3,000,000 per calendar
year (subject to adjustment as provided in Section 16 hereof).

        7.2       LIMITATIONS ON INCENTIVE STOCK OPTIONS.

        An Option shall constitute an Incentive Stock Option only (i) if the
Grantee of such Option is an employee of the Company or any Subsidiary of the
Company; (ii) to the extent specifically provided in the related Award
Agreement; and (iii) to the extent that the aggregate Fair Market Value
(determined at the time the Option is granted) of the shares of Stock with
respect to which

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all Incentive Stock Options held by such Grantee become exercisable for the
first time during any calendar year (under the Plan and all other plans of the
Grantee's employer and its affiliates) does not exceed $100,000. This
limitation shall be applied by taking Options into account in the order in
which they were granted.

8.                AWARD AGREEMENT

        Each Grant pursuant to the Plan shall be evidenced by an Award
Agreement, in such form or forms as the Board shall from time to time
determine.  Award Agreements granted from time to time or at the same time need
not contain similar provisions but shall be consistent with the terms of the
Plan. Each Award Agreement evidencing a Grant of Options shall specify whether
such Options are intended to be non-qualified stock options or Incentive Stock
Options, and in the absence of such specification such options shall be deemed
non-qualified stock options.

9.                OPTION PRICE

        The Option Price of each Option shall be fixed by the Board and stated
in the Award Agreement evidencing such Option. The Option Price shall be no
lower than the Fair Market Value on the Grant Date of a share of Stock;
provided, however, that in the event that a Grantee would otherwise be
--------  -------
ineligible to receive an Incentive Stock Option by reason of the provisions of
Sections 422(b)(6) and 424(d) of the Code (relating to ownership of more than
ten percent of the Company's outstanding Stock), the Option Price of an Option
granted to such Grantee that is intended to be an Incentive Stock Option shall
be not less than the greater of the par value or 110 percent of the Fair Market
Value of a share of Stock on the Grant Date. In no case shall the Option Price
of any Option be less than the par value of a share of Stock. Notwithstanding
anything else to the contrary in this Section 9, the Board shall have the
authority under the Plan to make a one time grant of non-qualified options with
an Option Price less than the Fair Market Value of the Stock on the Grant Date
to employees of the Company or its Subsidiaries who were participants in the
Company's Employee Stock Purchase Plan ("ESPP") during the Offering Period
ending December 31, 2000, and participants who enrolled in the ESPP for the
Offering Period beginning January 1, 2001. The Board's authority to make option
grants at an Option Price of less than the Fair Market Value of the Stock on
the Grant Date shall be limited to this one time grant.

10.               VESTING, TERM AND EXERCISE OF OPTIONS

        10.1      VESTING AND OPTION PERIOD.

        Subject to Sections 10.2 and 16.3 hereof, each Option granted under the
Plan shall become exercisable at such times and under such conditions as shall
be determined by the Board and stated in the Award Agreement. For purposes of
this Section 10.1, fractional numbers of shares of Stock subject to an Option
shall be rounded down to the next nearest whole number. The period during which
any Option shall be exercisable shall constitute the "Option Period" with
respect to such Option.

        10.2      TERM.

        Each Option granted under the Plan shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten
years from the date such Option is granted, or under such circumstances and on
such date prior thereto as is set forth in the Plan or as may be fixed by the
Board and stated in the Award Agreement relating to such Option (the
"Termination Date"); provided, however, that in the event that the Grantee
                     --------  -------
would otherwise be ineligible to

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receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to ownership of more than ten
percent of the outstanding Stock), an Option granted to such Grantee that is
intended to be an Incentive Stock Option shall not be exercisable after the
expiration of five years from its Grant Date.

        10.3      ACCELERATION.

        Any limitation on the exercise of an Option contained in any Award
Agreement may be rescinded, modified or waived by the Board, in its sole
discretion, at any time and from time to time after the Grant Date of such
Option, so as to accelerate the time at which the Option may be exercised.
Notwithstanding any other provision of the Plan, no Option shall be exercisable
in whole or in part prior to the date the Plan is approved by the shareholders
of the Company as provided in Section 5.1 hereof.

        10.4      TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

        Upon the termination of a Grantee's employment or other relationship
with the Company other than by reason of death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code), any Option or
portion thereof held by such Grantee that has not vested in accordance with the
provisions of Section 10.1 hereof shall terminate immediately, and any Option
or portion thereof that has vested in accordance with the provisions of Section
10.1 hereof but has not been exercised shall terminate at the close of business
on the 90th day following the Grantee's termination of employment or other
relationship(or, if such 90th day is a Saturday, Sunday or holiday, at the
close of business on the next preceding day that is no a Saturday, Sunday or
holiday), unless the Board, in its discretion, extends the period during which
the Option may be exercised (which period may not be extended beyond the
original term of the Option). Upon termination of an Option or portion thereof,
the Grantee shall have no further right to purchase shares of Stock pursuant to
such Option or portion thereof. Whether a leave of absence or leave on military
or government service shall constitute a termination of employment or other
relationship for purposes of the Plan shall be determined by the Board, which
determination shall be final and conclusive. For purposes of the Plan, a
termination of employment, service or other relationship shall not be deemed to
occur if the Grantee is immediately thereafter employed with the Company or any
other Service Provider, or is engaged as a Service Provider or an Outside
director of the Company.  Whether of termination of a Service Provider's or an
Outside Director's relationship with the Company shall have occurred shall be
determined by the Committee, which determination shall be final and conclusive.

        10.5      RIGHTS IN THE EVENT OF DEATH.

        If a Grantee dies while employed by or providing services to the
Company, all Options granted to such Grantee shall fully vest on the date of
death, and the executors or administrators or legatees or distributees of such
Grantee's estate shall have the right, at any time within one year after the
date of such Grantee's death (or such longer period as the Board, in its
discretion, may determine prior to the expiration of such one-year period) and
prior to termination of the Option pursuant to Section 10.2 above, to exercise
any Option held by such Grantee at the date of such Grantee's death.

        10.6      RIGHTS IN THE EVENT OF DISABILITY.

        If a Grantee's employment or other relationship with the Company is
terminated by reason of the "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) of such Grantee, such Grantee's
Options shall continue to vest, and shall be exercisable to the extent that
they are vested, for a period of one year after such termination of employment
or service (or

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such longer period as the Board, in its discretion, may determine prior to the
expiration of such one-year period), subject to earlier termination of the
Option as provided in Section 10.2 above. Whether a termination of employment
or service is to be considered by reason of "permanent and total disability"
for purposes of the Plan shall be determined by the Board, which determination
shall be final and conclusive.

        10.7      LIMITATIONS ON EXERCISE OF OPTION.

        Notwithstanding any other provision of the Plan, in no event may any
Option be exercised, in whole or in part, prior to the date the Plan is
approved by the shareholders of the Company as provided herein, or after ten
years following the date upon which the Option is granted, or after the
occurrence of an event referred to in Section 16 hereof which results in
termination of the Option.

        10.8      METHOD OF EXERCISE.

        An Option that is exercisable may be exercised by the Grantee's
delivery to the Company of written notice of exercise on any business day, at
the Company's principal office, addressed to the attention of the Board. Such
notice shall specify the number of shares of Stock with respect to which the
Option is being exercised and shall be accompanied by payment in full of the
Option Price of the shares for which the Option is being exercised. The minimum
number of shares of Stock with respect to which an Option may be exercised, in
whole or in part, at any time shall be the lesser of (i) 100 shares or such
lesser number set forth in the applicable Award Agreement and (ii) the maximum
number of shares available for purchase under the Option at the time of
exercise. Payment of the Option Price for the shares purchased pursuant to the
exercise of an Option shall be made (i) in cash or in cash equivalents; (ii)
through the tender to the Company of shares of Stock, which shares, if acquired
from the Company, shall have been held for at least six months and which shall
be valued, for purposes of determining the extent to which the Option Price has
been paid thereby, at their Fair Market Value on the date of exercise; or (iii)
by a combination of the methods described in (i) and (ii). The Board may
provide, by inclusion of appropriate language in an Award Agreement, that
payment in full of the Option Price need not accompany the written notice of
exercise provided that the notice of exercise directs that the certificate or
certificates for the shares of Stock for which the Option is exercised be
delivered to a licensed broker acceptable to the Company as the agent for the
individual exercising the Option and, at the time such certificate or
certificates are delivered, the broker tenders to the Company cash (or cash
equivalents acceptable to the Company) equal to the Option Price for the shares
of Stock purchased pursuant to the exercise of the Option plus the amount (if
any) of federal and/or other taxes which the Company may in its judgment, be
required to withhold with respect to the exercise of the Option. An attempt to
exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Unless otherwise stated in the applicable
Award Agreement, an individual holding or exercising an Option shall have none
of the rights of a shareholder (for example, the right to receive cash or
dividend payments or distributions attributable to the subject shares of Stock
or to direct the voting of the subject shares of Stock) until the shares of
Stock covered thereby are fully paid and issued to such individual. Except as
provided in Section 16 hereof, no adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date of
such issuance.

        10.9      DELIVERY OF STOCK CERTIFICATES.

        Promptly after the exercise of an Option by a Grantee and the payment
in full of the Option Price, such Grantee shall be entitled to the issuance of
a stock certificate or certificates evidencing his or her ownership of the
shares of Stock subject to the Option.

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11.               TRANSFERABILITY OF OPTIONS

        11.1      GENERAL RULE

         Except as provided in Section 11.2, during the lifetime of a Grantee,
only the Grantee (or, in the event of legal incapacity or incompetency, the
Grantee's guardian or legal representative) may exercise an Option. Except as
provided in Section 11.2, no Option shall be assignable or transferable by the
Grantee to whom it is granted, other than by will or the laws of descent and
distribution.

        11.2      FAMILY TRANSFERS.

        If authorized in the applicable Award Agreement, a Grantee may transfer
all or part of an Option that is not an Incentive Stock Option to (i) any
Immediate Family Member, (ii) a trust or trusts for the exclusive benefit of
any Immediate Family Member, or (iii) a partnership in which Immediate Family
Members are the only partners, provided that (x) there may be no consideration
for any such transfer, and (y) subsequent transfers of transferred Options are
prohibited except those in accordance with this Section 11.2 or by will or the
laws of descent and distribution. Following transfer, any such Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Section 11.2
hereof the term "Grantee" shall be deemed to refer the transferee. The events
of termination of the employment or other relationship of Section 10.4 hereof
shall continue to be applied with respect to the original Grantee, following
which the Option shall be exercisable by the transferee only to the extent, and
for the periods specified in Sections 10.4, 10.5 or 10.6.

12.               RESTRICTED STOCK

        12.1      GRANT OF RESTRICTED STOCK OR RESTRICTED STOCK UNITS.

        The Board may from time to time grant Restricted Stock or Restricted
Stock Units to persons eligible to receive Grants under Section 6 hereof,
subject to such restrictions, conditions and other terms as the Board may
determine.

        12.2      RESTRICTIONS.

        At the time a Grant of Restricted Stock or Restricted Stock Units is
made, the Board shall establish a period of time (the "Restricted Period")
applicable to such Restricted Stock or Restricted Stock Units. Each Grant of
Restricted Stock or Restricted Stock Units may be subject to a different
Restricted Period. The Board may, in its sole discretion, at the time a Grant
of Restricted Stock or Restricted Stock Units is made, prescribe restrictions
in addition to or other than the expiration of the Restricted Period, including
the satisfaction of corporate or individual performance objectives, which may
be applicable to all or any portion of the Restricted Stock or Restricted Stock
Units. Such performance objectives shall be established in writing by the Board
prior to the ninetieth day of the year in which the Grant is made and while the
outcome is substantially uncertain. Performance objectives shall be based on
Stock price, market share, sales, earnings per share, return on equity or
costs.  Performance objectives may include positive results, maintaining the
status quo or limiting economic losses. Subject to the second sentence of this
Section 12.2, the Board also may, in its sole discretion, shorten or terminate
the Restricted Period or waive any other restrictions applicable to all or a
portion of the Restricted Stock or Restricted Stock Units. Neither Restricted
Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the Restricted Period or prior to

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the satisfaction of any other restrictions prescribed by the Board with respect
to such Restricted Stock or Restricted Stock Units.

        12.3      RESTRICTED STOCK CERTIFICATES.

        The Company shall issue, in the name of each Grantee to whom Restricted
Stock has been granted, stock certificates representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date. The Secretary of the Company shall hold such
certificates for the Grantee's benefit until such time as the Restricted Stock
is forfeited to the Company, or the restrictions lapse.

        12.4      RIGHTS OF HOLDERS OF RESTRICTED STOCK.

        Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock shall have the right to vote such Stock and the right to
receive any dividends declared or paid with respect to such Stock. The Board
may provide that any dividends paid on Restricted Stock must be reinvested in
shares of Stock, which may or may not be subject to the same vesting conditions
and restrictions applicable to such Restricted Stock. All distributions, if
any, received by a Grantee with respect to Restricted Stock as a result of any
stock split, stock dividend, combination of shares, or other similar
transaction shall be subject to the restrictions applicable to the original
Grant.

        12.5      RIGHTS OF HOLDERS OF RESTRICTED STOCK UNITS.

        Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock Units shall have no rights as stockholders of the Company. The
Board may provide in an Award Agreement evidencing a Grant of Restricted Stock
Units that the holder of such Restricted Stock Units shall be entitled to
receive, upon the Company's payment of a cash dividend on its outstanding
Stock, a cash payment for each Restricted Stock Unit held equal to the
per-share dividend paid on the Stock. Such Award Agreement may also provide
that such cash payment will be deemed reinvested in additional Restricted Stock
Units at a price per unit equal to the Fair Market Value of a share of Stock on
the date that such dividend is paid.

        12.6      TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

        Upon the termination of the employment of a Grantee with the Company or
a Service Provider or of a Service Provider's relationship with the Company, in
either case other than, in the case of individuals, by reason of death or
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code), any shares of Restricted Stock or Restricted Stock Units held by such
Grantee that have not vested, or with respect to which all applicable
restrictions and conditions have not lapsed, shall immediately be deemed
forfeited, unless the Board, in its discretion, determines otherwise. Upon
forfeiture of Restricted Stock or Restricted Stock Units, the Grantee shall
have no further rights with respect to such Grant, including but not limited to
any right to vote Restricted Stock or any right to receive dividends with
respect to shares of Restricted Stock or Restricted Stock Units. Whether a
leave of absence or leave on military or government service shall constitute a
termination of employment or other relationship for purposes of the Plan shall
be determined by the Board, which determination shall be final and conclusive.
For purposes of the Plan, a termination of employment, service or other
relationship shall not be deemed to occur if the Grantee is immediately
thereafter employed with the Company or any other Service Provider, or is
engaged as a Service Provider or an Outside Director of the Company. Whether a
termination of a Service Provider's or an Outside Director's relationship with
the Company shall have occurred shall be determined by the Committee, which
determination shall be final and conclusive.

                                     -11-

<PAGE>

        12.7      RIGHTS IN THE EVENT OF DEATH.

        If a Grantee dies while employed by the Company or a Service Provider,
or while serving as a Service Provider, all Restricted Stock or Restricted
Stock Units granted to such Grantee shall fully vest on the date of death, and
the shares of Stock represented thereby shall be deliverable in accordance with
the terms of the Plan to the executors, administrators, legatees or
distributees of the Grantee's estate.

        12.8      RIGHTS IN THE EVENT OF DISABILITY.

        If a Grantee's employment or other relationship with the Company or a
Service Provider, or while serving as a Service Provider, is terminated by
reason of the "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of such Grantee, such Grantee's Restricted Stock or
Restricted Stock Units shall continue to vest in accordance with the applicable
Award Agreement for a period of one year after such termination of employment
or service (or such longer period as the Board, in its discretion, may
determine prior to the expiration of such one-year period), subject to the
earlier forfeiture of such Restricted Stock or Restricted Stock Units in
accordance with the terms of the applicable Award Agreement. Whether a
termination of employment or service is to be considered by reason of
"permanent and total disability" for purposes of the Plan shall be determined
by the Board, which determination shall be final and conclusive.

        12.9      DELIVERY OF STOCK AND PAYMENT THEREFOR.

        Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board, the restrictions
applicable to shares of Restricted Stock or Restricted Stock Units shall lapse,
and, upon payment by the Grantee to the Company, in cash or by check, of the
aggregate par value of the shares of Stock represented by such Restricted Stock
or Restricted Stock Units, a stock certificate for such shares shall be
delivered, free of all such restrictions, to the Grantee or the Grantee's
beneficiary or estate, as the case may be.

13.               PARACHUTE LIMITATIONS

        Notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by a
Grantee with the Company or any Subsidiary, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an "Other Agreement"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of
participants or beneficiaries of which the Grantee is a member), whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified
individual," as defined in Section 280G(c) of the Code, any Option, Restricted
Stock or Restricted Stock Unit held by that Grantee and any right to receive
any payment or other benefit under this Plan shall not become exercisable or
vested (i) to the extent that such right to exercise, vesting, payment, or
benefit, taking into account all other rights, payments, or benefits to or for
the Grantee under this Plan, all Other Agreements, and all Benefit
Arrangements, would cause any payment or benefit to the Grantee under this Plan
to be considered a "parachute payment" within the meaning of Section 280G(b)(2)
of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result
                                                      ---
of receiving a Parachute Payment, the aggregate after-tax amounts received by
the Grantee from the Company under this Plan, all Other Agreements, and all
Benefit Arrangements would be less than the maximum after-tax amount that could
be received by the Grantee without causing any such payment or benefit to be
considered a Parachute Payment. In the event that the receipt of any

                                     -12-

<PAGE>

such right to exercise, vesting, payment, or benefit under this Plan, in
conjunction with all other rights, payments, or benefits to or for the Grantee
under any Other Agreement or any Benefit Arrangement would cause the Grantee to
be considered to have received a Parachute Payment under this Plan that would
have the effect of decreasing the after-tax amount received by the Grantee as
described in clause (ii) of the preceding sentence, then the Grantee shall have
the right, in the Grantee's sole discretion, to designate those rights,
payments, or benefits under this Plan, any Other Agreements, and any Benefit
Arrangements that should be reduced or eliminated so as to avoid having the
payment or benefit to the Grantee under this Plan be deemed to be a Parachute
Payment.

14.               REQUIREMENTS OF LAW

        14.1      GENERAL.

        The Company shall not be required to sell or issue any shares of Stock
under any Grant if the sale or issuance of such shares would constitute a
violation by the Grantee, any other individual exercising an Option, or the
Company of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. If at any time the Company shall determine, in its discretion,
that the listing, registration or qualification of any shares subject to a
Grant upon any securities exchange or under any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance
or purchase of shares hereunder, no shares of Stock may be issued or sold to
the Grantee or any other individual exercising an Option pursuant to such Grant
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company, and any delay caused thereby shall in no way affect the date of
termination of the Grant. Specifically, in connection with the Securities Act,
upon the exercise of any Option or the delivery of any shares of Restricted
Stock or Stock underlying Restricted Stock Units, unless a registration
statement under such Act is in effect with respect to the shares of Stock
covered by such Grant, the Company shall not be required to sell or issue such
shares unless the Board has received evidence satisfactory to it that the
Grantee or any other individual exercising an Option may acquire such shares
pursuant to an exemption from registration under the Securities Act. Any
determination in this connection by the Board shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act. The Company shall
not be obligated to take any affirmative action in order to cause the exercise
of an Option or the issuance of shares of Stock pursuant to the Plan to comply
with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that an Option shall not be
exercisable until the shares of Stock covered by such Option are registered or
are exempt from registration, the exercise of such Option (under circumstances
in which the laws of such jurisdiction apply) shall be deemed conditioned upon
the effectiveness of such registration or the availability of such an exemption.

        14.3      RULE 16B-3.

        During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, it is the intent of the
Company that Grants pursuant to the Plan and the exercise of Options granted
hereunder will qualify for the exemption provided by Rule 16b-3 under the
Exchange Act. To the extent that any provision of the Plan or action by the
Board does not comply with the requirements of Rule 16b-3, it shall be deemed
inoperative to the extent permitted by law and deemed advisable by the Board,
and shall not affect the validity of the Plan.

                                     -13-

<PAGE>

In the event that Rule 16b-3 is revised or replaced, the Board may exercise its
discretion to modify this Plan in any respect necessary to satisfy the
requirements of, or to take advantage of any features of, the revised exemption
or its replacement.

15.               AMENDMENT AND TERMINATION OF THE PLAN

        The Board may, at any time and from time to time, amend, suspend, or
terminate the Plan as to any shares of Stock as to which Grants have not been
made; provided, however, that the Board shall not, without approval of the
      --------  -------
Company's shareholders, amend the Plan such that it does not comply with the
Code. The Company may retain the right in an Award Agreement to cause a
forfeiture of the gain realized by a Grantee on account of the Grantee taking
actions in "competition with the Company," as defined in the applicable Award
Agreement. Furthermore, the Company may annul a Grant if the Grantee is an
employee of the Company or an affiliate and is terminated "for cause" as
defined in the applicable Award Agreement. Except as permitted under this
Section 15 or Section 16 hereof, no amendment, suspension, or termination of
the Plan shall, without the consent of the Grantee, alter or impair rights or
obligations under any Grant theretofore awarded under the Plan.

16.               EFFECT OF CHANGES IN CAPITALIZATION

        16.1      CHANGES IN STOCK.

        If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company occurring after the Effective Date, the
number and kinds of shares for which Grants of Options, Restricted Stock and
Restricted Stock Units may be made under the Plan shall be adjusted
proportionately and accordingly by the Company. In addition, the number and
kind of shares for which Grants are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the
Grantee immediately following such event shall, to the extent practicable, be
the same as immediately before such event. Any such adjustment in outstanding
Options shall not change the aggregate Option Price payable with respect to
shares that are subject to the unexercised portion of an Option outstanding but
shall include a corresponding proportionate adjustment in the Option Price per
share. The conversion of any convertible securities of the Company shall not be
treated as an increase in shares effected without receipt of consideration.

        16.2      REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING ENTITY
        AND IN WHICH NO CHANGE OF CONTROL OCCURS.

        Subject to Section 16.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities in which no Change in Control occurs, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or consolidation.
Subject to any contrary language in an Award Agreement evidencing a Grant of
Restricted Stock,

                                     -14-

<PAGE>

any restrictions applicable to such Restricted Stock shall apply as well to any
replacement shares received by the Grantee as a result of the reorganization,
merger or consolidation.

        16.3      REORGANIZATION, SALE OF ASSETS OR SALE OF STOCK WHICH INVOLVES
        A CHANGE OF CONTROL

        Subject to the exceptions set forth in the last sentence of this
Section 16.3, (i) upon the occurrence of a Change of Control, all outstanding
shares of Restricted Stock and Restricted Stock Units shall be deemed to have
vested, and all restrictions and conditions applicable to such shares of
Restricted Stock and Restricted Stock Units shall be deemed to have lapsed,
immediately prior to the occurrence of such Change of Control, and (ii) fifteen
days prior to the scheduled consummation of the Change of Control, all Options
outstanding hereunder shall become immediately exercisable and shall remain
exercisable for a period of fifteen days. Any exercise of an Option during such
fifteen-day period shall be conditioned upon the consummation of the event and
shall be effective only immediately before the consummation of the event. Upon
consummation of any Change of Control, the Plan and all outstanding but
unexercised Options shall terminate. The Board shall send written notice of an
event that will result in such a termination to all individuals who hold
Options not later than the time at which the Company gives notice thereof to
its shareholders. This Section 16.3 shall not apply to any Change of Control to
the extent that (A) provision is made in writing in connection with such Change
of Control for the continuation of the Plan or the assumption of the Options,
Restricted Stock and Restricted Stock Units theretofore granted, or for the
substitution for such Options, Restricted Stock and Restricted Stock Units of
new options, restricted stock and restricted stock units covering the stock of
a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares or units and exercise prices,
in which event the Plan and Options, Restricted Stock and Restricted Stock
Units theretofore granted shall continue in the manner and under the terms so
provided or (B) a majority of the full Board determines that such Change of
Control shall not trigger application of the provisions of this Section 16.3
subject to Section 24

        16.4      ADJUSTMENTS.

        Adjustments under this Section 16 related to shares of Stock or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. No fractional shares or
other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case
by rounding downward to the nearest whole share.

        16.5      NO LIMITATIONS ON COMPANY.

        The making of Grants pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.

17.               DISCLAIMER OF RIGHTS

        No provision in the Plan or in any Grant or Award Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company or a Service Provider
either to increase or decrease the compensation or other payments to any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company. In addition, notwithstanding anything
contained in the Plan to the contrary, unless otherwise stated in the
applicable Award Agreement, no Grant awarded under the Plan shall be

                                     -15-

<PAGE>

affected by any change of duties or position of the Optionee, so long as such
Grantee continues to be a director, officer, consultant or employee of the
Company. The obligation of the Company to pay any benefits pursuant to this
Plan shall be interpreted as a contractual obligation to pay only those amounts
described herein, in the manner and under the conditions prescribed herein. The
Plan shall in no way be interpreted to require the Company to transfer any
amounts to a third party trustee or otherwise hold any amounts in trust or
escrow for payment to any participant or beneficiary under the terms of the
Plan. No Grantee shall have any of the rights of a shareholder with respect to
the shares of Stock subject to an Option except to the extent the certificates
for such shares of Stock shall have been issued upon the exercise of the Option.

18.               NONEXCLUSIVITY OF THE PLAN

        Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a
particular individual or particular individuals) as the Board in its discretion
determines desirable, including, without limitation, the granting of stock
options otherwise than under the Plan.

19.               WITHHOLDING TAXES

        The Company or a Subsidiary, as the case may be, shall have the right
to deduct from payments of any kind otherwise due to a Grantee any Federal,
state, or local taxes of any kind required by law to be withheld with respect
to the vesting of or other lapse of restrictions applicable to Restricted Stock
or Restricted Stock Units or upon the issuance of any shares of Stock upon the
exercise of an Option. At the time of such vesting, lapse, or exercise, the
Grantee shall pay to the Company or the Subsidiary, as the case may be, any
amount that the Company or the Subsidiary may reasonably determine to be
necessary to satisfy such withholding obligation. Subject to the prior approval
of the Company or the Subsidiary, which may be withheld by the Company or the
Subsidiary, as the case may be, in its sole discretion, the Grantee may elect
to satisfy such obligations, in whole or in part, (i) by causing the Company or
the Subsidiary to withhold shares of Stock otherwise issuable to the Grantee or
(ii) by delivering to the Company or the Subsidiary shares of Stock already
owned by the Grantee. The shares of Stock so delivered or withheld shall have
an aggregate Fair Market Value equal to such withholding obligations. The Fair
Market Value of the shares of Stock used to satisfy such withholding obligation
shall be determined by the Company or the Subsidiary as of the date that the
amount of tax to be withheld is to be determined. A Grantee who has made an
election pursuant to this Section 19 may satisfy his or her withholding
obligation only with shares of Stock that are not subject to any repurchase,
forfeiture, unfulfilled vesting, or other similar requirements.

                                     -16-

<PAGE>

20.               CAPTIONS

        The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.

21.               OTHER PROVISIONS

        Each Grant awarded under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.

22.               NUMBER AND GENDER

        With respect to words used in this Plan, the singular form shall
include the plural form, the masculine gender shall include the feminine
gender, etc., as the context requires.

23.               SEVERABILITY

        If any provision of the Plan or any Award Agreement shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

24.               POOLING

        Notwithstanding anything in the Plan to the contrary, if any right
under or feature of the Plan would cause to be ineligible for pooling of
interest accounting a transaction that would, but for the right or feature
hereunder, be eligible for such accounting treatment, the Board may modify or
adjust the right or feature so that the transaction will be eligible for
pooling of interest accounting. Such modification or adjustment may include
payment of cash or issuance to a Grantee of Stock having a Fair Market Value
equal to the cash value of such right or feature.

25.               GOVERNING LAW

        The validity and construction of this Plan and the instruments
evidencing the Grants awarded hereunder shall be governed by the laws of the
State of Florida.

                                     -17-