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                                                                   Exhibit 10.10

                                                                  EXECUTION COPY


                            THANE INTERNATIONAL, INC.

                             1999 STOCK OPTION PLAN

      1. PURPOSES. The purposes of the Thane International, Inc. 1999 Stock
Option Plan are:

      (a) To further the growth, development and success of the Company and
its Affiliates by enabling the executive and other employees and directors of,
and consultants to, the Company and its Affiliates to acquire a continuing
equity interest in the Company, thereby increasing their personal interests in
such growth, development and success and motivating such employees, directors
and consultants to exert their best efforts on behalf of the Company and its
Affiliates; and

      (b) To maintain the ability of the Company and its Affiliates to
attract and retain employees, directors and consultants of outstanding ability
by offering them an opportunity to acquire a continuing equity interest in the
Company which will reflect the growth, development and success of the Company
and its Affiliates.

Toward these objectives, the Committee may grant Options to such employees,
directors and consultants, all pursuant to the terms and conditions of the Plan.

      2. DEFINITIONS. As used in the Plan, the following capitalized terms
shall have the meanings set forth below:

         "AFFILIATE" - other than the Company, (i) any corporation or limited
liability company in an unbroken chain of corporations or limited liability
companies ending with the Company if each such corporation or limited liability
company owns stock or membership interests (as applicable) possessing more than
fifty percent (50%) of the total combined voting power of all classes of stock
or membership interests in one of the other corporations or limited liability
companies in such chain; (ii) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which is more
than fifty percent (50%) controlled (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) by the Company or one of its
Affiliates; or (iii) any other entity, approved by the Committee as an Affiliate
under the Plan, in which the Company or any of its Affiliates has a material
equity interest.

         "AGREEMENT" - a written stock option award agreement evidencing an
Option.

         "BOARD" - the Board of Directors of the Company.

         "CHANGE IN CONTROL" - a stock sale, merger, consolidation,
combination,  reorganization or other transaction (other than through a public
offering of common stock of the Company) resulting in less than fifty percent
(50%) of the combined voting power of the surviving or resulting entity being
owned by the stockholders of the Company immediately prior to such transaction.
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         "CODE" - the Internal Revenue Code of 1986, as it may be amended from
time to time, including regulations and rules thereunder and successor
provisions and regulations and rules thereto.

         "COMMITTEE" - the Compensation Committee of the Board, or such other
Board committee as may be designated by the Board to administer the Plan.

         "COMPANY" - Thane International, Inc., a Delaware corporation, or
any successor entity.

         "EXCHANGE ACT" - the Securities Exchange Act of 1934, as it may be
amended from time to time, including regulations and rules thereunder.

         "FAIR MARKET VALUE" of a share of Stock as of a given date shall be (i)
the average of the closing representative bid and asked prices for Stock on such
date as reported by Nasdaq National Market (or any successor or similar
quotation system regularly reporting the market value of Stock in the
over-the-counter market) or any stock exchange on which Stock is then listed,
or, if no such prices are reported for such date, the most recent day for which
such prices are available shall be used or (ii) if Stock is not then listed or
admitted to trading on a stock exchange, the Company Per Share Valuation (as
defined below) per share of Stock, in the case of both (i) and (ii),
proportionately adjusted in accordance with Section 10(b). The Company Per Share
Valuation shall mean the value of a share of Stock which shall be a fraction (A)
the numerator of which is 2.3 times the Company's aggregate consolidated
earnings before interest, taxes, depreciation and amortization, excluding (I)
extraordinary gains and losses, and (II) the earnings and/or losses of any
acquisitions, mergers or business combinations, calculated for the latest
completed twelve months in accordance with generally accepted accounting
principles consistently applied, less the amount of outstanding indebtedness for
borrowed money and capitalized leases of the Company (net of any cash or cash
equivalents or marketable securities on hand), and (B) the denominator of which
is the number of shares of Stock outstanding on a fully diluted basis; PROVIDED,
however, that for purposes of paragraphs (a) and (h) of Section 6, such fair
market value shall be determined subject to Section 422(c)(7) of the Code.

         "ISO" or "INCENTIVE STOCK OPTION" - an option to purchase Stock granted
to an Optionee under the Plan in accordance with the terms and conditions set
forth in Section 6 and which conforms to the applicable provisions of Section
422 of the Code.

         "NOTICE" - written notice actually received by the Company at its
administrative offices on the day of such receipt, if received on or before 1:30
p.m., on a day when the Company's executive offices are open for business, or,
if received after such time, such notice shall be deemed received on the next
such day, which notice may be delivered in person to the Company's Chief
Financial Officer or sent by facsimile to the Company, or sent by certified or
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registered mail or overnight courier, prepaid, addressed to the Company at
78-140 Calle Tampico, La Quinta, California 92253, Attention: Chief Financial
Officer.

         "OPTION" - a right to purchase Stock granted to an Optionee under the
Plan in accordance with the terms and conditions set forth in Section 6. Options
may be either ISOs or Stock options other than ISOs.

         "OPTIONEE"- an individual who is eligible, pursuant to Section 5, and
who has been selected, pursuant to Section 3(c), to participate in the Plan, and
who has been granted an Option under the Plan in accordance with the terms and
conditions set forth in Section 6.

         "PLAN" - this Thane International, Inc. 1999 Stock Option Plan, as the
same may be amended from time to time.

         "SECURITIES ACT" - the Securities Act of 1933, as it may be amended
from time to time, including regulations and rules thereunder.

         "STOCK" - the Class A common stock ($0.01 par value) of the Company.

         "SUBSIDIARY" - any present or future corporation which is or would be a
"subsidiary corporation" of the Company as the term is defined in Section 424(f)
of the Code.

         3. ADMINISTRATION OF THE PLAN. (a) The Committee shall have exclusive
authority to operate, manage and administer the Plan in accordance with its
terms and conditions. Notwithstanding the foregoing, in its absolute discretion,
the Board may at any time and from time to time exercise any and all rights,
duties and responsibilities of the Committee under the Plan, including, but not
limited to, establishing procedures to be followed by the Committee, except with
respect to matters which under any applicable law, regulation or rule, are
required to be determined in the sole discretion of the Committee. If and to the
extent that no Committee exists which has the authority to administer the Plan,
the functions of the Committee shall be exercised by the Board.

         (b) The Committee shall be appointed from time to time by the Board,
and the Committee shall consist of not less than two (2) members of the Board.
Appointment of Committee members shall be effective upon their acceptance of
such appointment. Committee members may be removed by the Board at any time
either with or without cause, and such members may resign at any time by
delivering notice thereof to the Board. Any vacancy on the Committee, whether
due to action of the Board or any other reason, shall be filled by the Board.

         (c) The Committee shall have full authority to grant, pursuant to the
terms of the Plan, Options to those individuals who are eligible to receive
Options under the Plan. In particular, the Committee shall have discretionary
authority to, in accordance with the terms of the Plan: determine eligibility
for participation in the Plan; select, from time to time, from among those
eligible, the employees, directors and consultants to whom Options shall be
granted under the Plan, which selection may be based upon information furnished
to the Committee by the Company's or an Affiliate's management; determine
whether an Option shall take the form of an ISO or Option other than an ISO;

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determine the number of shares of Stock to be included in any Option and the
periods for which Options will be outstanding; establish and administer any
terms, conditions, performance goals, performance targets, repurchase rights,
restrictions, limitations, forfeiture, vesting or exercise schedule, and other
provisions of or relating to any Options; to the extent permitted under the
applicable Agreement, grant waivers of terms, conditions, restrictions and
limitations under the Plan or applicable to any Option, or accelerate the
vesting or exercisability of any Option; amend or adjust the terms and
conditions of any outstanding Option and/or adjust the number and/or class of
shares of Stock subject to any outstanding Option; at any time and from time to
time after the granting of an Option, specify such additional terms, conditions
and restrictions with respect to any such Option as may be deemed necessary or
appropriate to ensure compliance with any and all applicable laws or rules,
including, but not limited to, terms, restrictions and conditions for compliance
with applicable securities laws, regarding an Optionee's exercise of Options by
tendering shares of Stock or under any "cashless exercise" program established
by the Committee, and methods of withholding or providing for the payment of
required taxes; offer to buy out an Option previously granted, based on such
terms and conditions as the Committee shall establish and communicate to the
Optionee at the time such offer is made; and, to the extent permitted under the
applicable Agreement, permit the transfer of an Option or the exercise of an
Option by one other than the Optionee who received the grant of such Option
(other than any such a transfer or exercise which would cause any ISO to fail to
qualify as an "incentive stock option" under Section 422 of the Code).

         (d) The Committee shall have all authority that may be necessary or
helpful to enable it to discharge its responsibilities with respect to the Plan.
Without limiting the generality of the foregoing sentence or paragraph (a) of
this Section 3, and in addition to the powers otherwise expressly designated to
the Committee in the Plan, the Committee shall have the exclusive right and
discretionary authority to interpret the Plan and the Agreements; construe any
ambiguous provision of the Plan and/or the Agreements and decide all questions
concerning eligibility for and the amount of Options granted under the Plan. The
Committee may establish, amend, waive and/or rescind rules and regulations and
administrative guidelines for carrying out the Plan and may correct any errors,
supply any omissions or reconcile any inconsistencies in the Plan and/or any
Agreement or any other instrument relating to any Options. The Committee shall
have the authority to adopt such procedures and subplans and grant Options on
such terms and conditions as the Committee determines necessary or appropriate
to permit participation in the Plan by individuals otherwise eligible to so
participate who are foreign nationals or employed outside of the United States,
or otherwise to conform to applicable requirements or practices of jurisdictions
outside of the United States; and take any and all such other actions it deems
necessary or advisable for the proper operation and/or administration of the
Plan. The Committee shall have full discretionary authority in all matters
related to the discharge of its responsibilities and the exercise of its
authority under the Plan. Decisions and actions by the Committee with respect to
the Plan and any Agreement shall be final, conclusive and binding on all persons
having or claiming to have any right or interest in or under the Plan and/or any
Agreement.
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         (e) Each Option shall be evidenced by an Agreement, which shall be
executed by the Company and the Optionee to whom such Option has been granted,
unless the Agreement provides otherwise; HOWEVER, two or more Options to a
single Optionee may be combined in a single Agreement. An Agreement shall not be
a precondition to the granting of an Option; HOWEVER, no person shall have any
rights under any Option unless and until the Optionee to whom the Option shall
have been granted (i) shall have executed and delivered to the Company an
Agreement or other instrument evidencing the Option, unless such Agreement
provides otherwise, and (ii) has otherwise complied with the applicable terms
and conditions of the Option. The Committee shall prescribe the form of all
Agreements, and, subject to the terms and conditions of the Plan, shall
determine the content of all Agreements. Any Agreement may be supplemented or
amended in writing from time to time as approved by the Committee; PROVIDED that
the terms and conditions of any such Agreement as supplemented or amended are
not inconsistent with the provisions of the Plan.

         (f) A majority of the members of the entire Committee shall constitute
a quorum and the actions of a majority of the members of the Committee in
attendance at a meeting at which a quorum is present, or actions by a written
instrument signed by all members of the Committee, shall be the actions of the
Committee.

         (g) The Committee may consult with counsel who may be counsel to the
Company. The Committee may, with the approval of the Board, employ such other
attorneys or consultants, accountants, appraisers, brokers or other persons as
it deems necessary or appropriate. In accordance with Section 12, the Committee
shall not incur any liability for any action taken in good faith in reliance
upon the advice of such counsel or such other persons.

         (h) In serving on the Committee, the members thereof shall be entitled
to indemnification as directors of the Company, and to any limitation of
liability and reimbursement as directors with respect to their services as
members of the Committee.

         (i) Except to the extent prohibited by applicable law or the applicable
rules of a stock exchange, the Committee may, in its discretion, allocate all or
any portion of its responsibilities and powers under this Section 3 to any one
or more of its members and/or delegate all or any part of its responsibilities
and powers under this Section 3 to any person or persons selected by it;
PROVIDED, HOWEVER, the Committee may not delegate its authority to correct
errors, omissions or inconsistencies in the Plan. Any such authority delegated
or allocated by the Committee under this paragraph (i) of Section 3 shall be
exercised in accordance with the terms and conditions of the Plan and any rules,
regulations or administrative guidelines that may from time to time be
established by the Committee, and any such allocation or delegation may be
revoked by the Committee at any time.

         4. SHARES OF STOCK SUBJECT TO THE PLAN. (a) Options granted under the
Plan shall cover Stock. Such Stock subject to the Plan may be either authorized
and unissued shares of Stock (which will not be subject to preemptive rights) or
previously issued shares of Stock acquired by the Company or any Subsidiary. The
total number of shares of Stock that may be delivered pursuant to Options
granted under the Plan is 50,000 shares of Stock.
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         (b) Notwithstanding any of the foregoing limitations set forth in this
Section 4, the numbers of shares of Stock specified in this Section 4 shall be
adjusted as provided in Section 10.

         (c) Any Stock subject to an Option which for any reason expires or is
terminated without having been fully exercised may again be granted pursuant to
an Option under the Plan, subject to the limitations of this Section 4.

         (d) Any Stock delivered under the Plan in assumption or substitution of
outstanding stock options, or obligations to grant future stock options, under
plans or arrangements of an entity other than the Company or an Affiliate in
connection with the Company or an Affiliate acquiring such another entity, or an
interest in such an entity, or a transaction otherwise described in Section
6(j), shall not reduce the maximum number of shares of Stock available for
delivery under the Plan.

         5. ELIGIBILITY. Executive and other employees, including officers, of
the Company and the Affiliates, directors (whether or not also employees) of the
Company or any Affiliate, and consultants to the Company and the Affiliates,
shall be eligible to become Optionees and receive Options in accordance with the
terms and conditions of the Plan, subject to the limitations on the granting of
ISOs set forth in Section 6(h).

         6. TERMS AND CONDITIONS OF OPTIONS. All Options granted under the Plan
shall be either ISOs or Options other than ISOs. To the extent that any Option
does not qualify as an Incentive Stock Option (whether because of its provisions
or the time or manner of its exercise or otherwise), such Option, or the portion
thereof which does not so qualify, shall constitute a separate Option other than
an Incentive Stock Option. Each Option shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the Committee
shall determine and which are set forth in the applicable Agreement. Options
need not be uniform as to all grants and recipients thereof. The number of
shares of Stock covered by an Option shall be stated in the applicable
Agreement.

                  (a) The option exercise price per share of Stock subject to
         each Option shall be determined by the Committee and stated in the
         Agreement; PROVIDED, HOWEVER, that, subject to paragraphs (h)(C) and/or
         (j) of this Section 6, if applicable, such price applicable to any ISO
         shall not be less than one hundred percent (100%) of the Fair Market
         Value of a share of Stock at the time that the Option is granted.

                  (b) Each Option shall be exercisable in whole or in such
         installments, at such times and under such conditions, subject to
         Section 14, as may be determined by the Committee in its discretion and
         stated in the Agreement, and, in any event, over a period of time
         ending not later than ten (10) years from the date such Option was
         granted, subject to paragraph (h)(C) of this Section 6.

                  (c) An Option shall not be exercisable with respect to a
         fractional share of Stock. No fractional shares of Stock shall be
         issued upon the exercise of an Option.
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                  (d) Each Option may be exercised by giving Notice to the
         Company specifying the number of shares of Stock to be purchased, which
         shall be accompanied by payment in full including applicable taxes, if
         any, in accordance with Section 9. Payment shall be in any manner
         permitted by applicable law and prescribed by the Committee, in its
         discretion, and set forth in the Agreement, including, in the
         Committee's discretion, and subject to such terms, conditions and
         limitations as the Committee may prescribe, payment in accordance with
         a "cashless exercise" program established by the Committee and/or in
         shares of Stock owned by the Optionee or by the Optionee and his spouse
         jointly.

                  (e) No Optionee or other person shall become the beneficial
         owner of any Stock subject to an Option, nor have any rights to
         dividends or other rights of a shareholder with respect to any Stock
         until he has exercised his Option in accordance with the provisions of
         the Plan and the applicable Agreement.

                  (f) An Option may be exercised only if at all times during the
         period beginning with the date of the granting of the Option and ending
         on the date of such exercise, the Optionee was an employee, director or
         consultant of the Company or an Affiliate. Notwithstanding the
         preceding sentence, the Committee may determine in its discretion that
         an Option may be exercised prior to expiration of such Option following
         termination of such continuous employment, directorship or consultancy,
         whether or not exercisable at such time, to the extent provided in the
         applicable Agreement.

                  (g) Subject to the terms and conditions and within the
         limitations of the Plan, the Committee may modify, extend or renew
         outstanding Options granted under the Plan, or accept the surrender of
         outstanding Options (up to the extent not theretofore exercised) and
         authorize the granting of new Options in substitution therefor (to the
         extent not theretofore exercised).

                  (h) (A) Each Agreement relating to an Option shall state
         whether such Option will or will not be treated as an ISO. No ISO shall
         be granted unless such Option, when granted, qualifies as an "incentive
         stock option" under Section 422 of the Code. No ISO shall be granted to
         any individual otherwise eligible to participate in the Plan who is not
         an employee of the Company or a Subsidiary on the date of granting of
         such Option. Any ISO granted under the Plan shall contain such terms
         and conditions, consistent with the Plan, as the Committee may
         determine to be necessary to qualify such Option as an "incentive stock
         option" under Section 422 of the Code. Any ISO granted under the Plan
         may be modified by the Committee to disqualify such Option from
         treatment as an "incentive stock option" under Section 422 of the Code.

                           (B) Notwithstanding any intent to grant ISOs, an
         Option granted under the Plan will not be considered an ISO to the
         extent that it, together with any other "incentive stock options"
         (within the meaning of Section 422 of the Code, but without regard to
         subsection (d) of such Section) under the Plan and any other "incentive
         stock option" plans of the Company, any Subsidiary and any "parent
         corporation" of the Company within the meaning of Section 424(f) of the


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         Code, are exercisable for the first time by any Optionee during any
         calendar year with respect to shares of Stock having an aggregate Fair
         Market Value in excess of $100,000 (or such other limit as may be
         required by the Code) as of the time the Option with respect to such
         shares of Stock is granted. The rule set forth in the preceding
         sentence shall be applied by taking Options into account in the order
         in which they were granted.

                           (C) No ISO shall be granted to an individual
         otherwise eligible to participate in the Plan who owns (within the
         meaning of Section 424(d) of the Code), at the time the Option is
         granted, more than ten percent (10%) of the total combined voting power
         of all classes of stock of the Company or a Subsidiary or any "parent
         corporation" of the Company within the meaning of Section 424(f) of the
         Code. This restriction does not apply if at the time such ISO is
         granted the Option exercise price per share of Stock subject to the
         Option is at least 110% of the Fair Market Value of a share of Stock on
         the date such ISO is granted, and the ISO by its terms is not
         exercisable after the expiration of five (5) years from such date of
         grant.

                  (i) An Option and any Stock received upon the exercise of an
         Option shall be subject to such other transfer and/or ownership
         restrictions and/or legending requirements as the Committee may
         establish in its discretion and which are specified in the Agreement
         and may be referred to on the certificates evidencing such Stock. The
         Committee may require an Optionee to give prompt Notice to the Company
         concerning any disposition of Stock received upon the exercise of an
         ISO within: (i) two (2) years from the date of granting such ISO to
         such Optionee or (ii) one (1) year from the transfer of such Stock to
         such Optionee or (iii) such other period as the Committee may from time
         to time determine. The Committee may direct that an Optionee with
         respect to an ISO undertake in the applicable Agreement to give such
         Notice described in the preceding sentence, at such time and containing
         such information as the Committee may prescribe, and/or that the
         certificates evidencing Stock acquired by exercise of an ISO refer to
         such requirement to give such Notice.

                  (j) In the event that a transaction described in Section
         424(a) of the Code involving the Company or a Subsidiary is
         consummated, such as the acquisition of property or stock from an
         unrelated corporation, individuals who become eligible to participate
         in the Plan in connection with such transaction, as determined by the
         Committee, may be granted Options in substitution for stock options
         granted by another corporation that is a party to such transaction. If
         such substitute Options are granted, the Committee, in its discretion
         and consistent with Section 424(a) of the Code, if applicable, and the
         terms of the Plan, though notwithstanding paragraph (a) of this Section
         6, shall determine the option exercise price and other terms and
         conditions of such substitute Options.

         7. TRANSFER, LEAVE OF ABSENCE. For purposes of the Plan, a transfer of
an employee from the Company to an Affiliate (or, for purposes of any ISO
granted under the Plan, a Subsidiary), or vice versa, or from one Affiliate to
another (or in the case of an ISO, from one Subsidiary to another), and a leave

<PAGE>


of absence, duly authorized in writing by the Company or an Affiliate, shall not
be deemed a termination of employment of the employee for purposes of the Plan
or with respect to any Option.

         8. RIGHTS OF EMPLOYEES AND OTHER PERSONS. (a) No person shall have any
rights or claims under the Plan except in accordance with the provisions of the
Plan and the applicable Agreement.

         (b) Nothing contained in the Plan or in any Agreement shall be deemed
to (i) give any employee or director the right to be retained in the service of
the Company or any Affiliate nor restrict in any way the right of the Company or
any Affiliate to terminate any employee's employment or any director's
directorship at any time with or without cause, or (ii) confer on any consultant
any right of continued relationship with the Company or any Affiliate, or alter
any relationship between them, including the right of the Company or an
Affiliate to terminate its relationship with such consultant.

         (c) The adoption of the Plan shall not be deemed to give any employee
of the Company or any Affiliate or any other person any right to be selected to
participate in the Plan or to be granted an Option.

         (d) Nothing contained in the Plan or in any Agreement shall be deemed
to give any employee the right to receive any bonus, whether payable in cash or
in Stock, or in any combination thereof, from the Company or any Affiliate, nor
be construed as limiting in any way the right of the Company or any Affiliate to
determine, in its sole discretion, whether or not it shall pay any employee
bonuses, and, if so paid, the amount thereof and the manner of such payment.

         9. TAX WITHHOLDING OBLIGATIONS. (a) The Company and/or any Affiliate
are authorized to take whatever actions are necessary and proper to satisfy all
obligations of Optionees (including, for purposes of this Section 9, any other
person entitled to exercise an Option pursuant to the Plan or an Agreement) for
the payment of all Federal, state, local and foreign taxes in connection with
any Options (including, but not limited to, actions pursuant to the following
paragraph (b) of this Section 9).

         (b) Each Optionee shall (and in no event shall Stock be delivered to
such Optionee with respect to an Option until), no later than the date as of
which the value of the Option first becomes includible in the gross income of
the Optionee for income tax purposes, pay to the Company in cash, or make
arrangements satisfactory to the Company, as determined in the Committee's
discretion, regarding payment to the Company of, any taxes of any kind required
by law to be withheld with respect to the shares of Stock subject to such
Option, and the Company and any Affiliate shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to such Optionee. Notwithstanding the above, the Committee may, in its
discretion and pursuant to procedures approved by the Committee, permit the
Optionee to (i) elect withholding by the Company of shares of Stock otherwise
deliverable to such Optionee pursuant to such Option (PROVIDED, HOWEVER, that
the amount of any shares of Stock so withheld shall not exceed the minimum

<PAGE>


required Federal, state, local and foreign withholding obligations) and/or (ii)
tender to the Company shares of Stock owned by such Optionee (or by such
Optionee and his spouse jointly) and acquired more than six (6) months prior to
such tender in full or partial satisfaction of such tax obligations, based, in
each case, on the Fair Market Value of the Stock on the payment date as
determined by the Committee.

         10. CHANGES IN CAPITAL. (a) The existence of the Plan and the Options
granted hereunder shall not affect in any way the right or power of the Board or
the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company or an
Affiliate, any issue of debt, preferred or prior preference stock ahead of or
affecting Stock, the authorization or issuance of additional shares of Stock,
the dissolution or liquidation of the Company or its Affiliates, any sale or
transfer of all or part of its assets or business or any other corporate act or
proceeding.

         (b)(i) Upon changes in the outstanding Stock by reason of a stock
dividend, stock split, reverse stock split, subdivision, recapitalization,
reclassification, merger, consolidation (whether or not the Company is a
surviving corporation), combination or exchange of Stock, separation, or
reorganization, or in the event of an extraordinary dividend, "spin-off,"
liquidation, other substantial distribution of assets of the Company or
acquisition of property or stock or other change in capital of the Company, or
the issuance by the Company of shares of its capital stock without receipt of
full consideration therefor, or rights or securities exercisable, convertible or
exchangeable for shares of such capital stock, or any similar change affecting
the Company's capital structure, the aggregate number, class and kind of shares
available under the Plan as to which Options may be granted and the number,
class and kind of shares under each outstanding Option, the exercise price per
share applicable to any such Options shall be appropriately adjusted by the
Committee in its discretion to preserve the benefits or potential benefits
intended to be made available under the Plan or with respect to any outstanding
Options or otherwise necessary to reflect any such change.

         (ii) Fractional shares of Stock resulting from any adjustment in
Options pursuant to this subsection 10(b) shall be aggregated until, and
eliminated at, the time of exercise of the affected Options. Notice of any
adjustment shall be given by the Committee to each Optionee whose Option has
been adjusted and such adjustment (whether or not such Notice is given) shall be
effective and binding for all purposes of the Plan.

                           (c) In the event of a Change in Control:

                           (1) In its discretion and on such terms and
         conditions as it deems appropriate, the Committee may provide, either
         by the terms of the Agreement applicable to any Option or by a
         resolution adopted prior to the occurrence of the Change in Control,
         that any outstanding Option shall be accelerated and become immediately
         exercisable as to all or a portion of the Stock covered thereby,
         notwithstanding anything to the contrary in the Plan or the Agreement.

                           (2) In its discretion, and on such terms and
         conditions as it deems appropriate, the Committee may provide, either
         by the terms of the Agreement applicable to any Option or by resolution


<PAGE>

         adopted prior to the occurrence of the Change in Control, that any
         outstanding Option shall be adjusted by substituting for Stock subject
         to such Option stock or other securities of the surviving corporation
         or any successor corporation to the Company, or a parent or subsidiary
         thereof, or that may be issuable by another corporation that is a party
         to the transaction resulting in the Change in Control, whether or not
         such stock or other securities are publicly traded, in which event the
         aggregate exercise price (as applicable) shall remain the same and the
         amount of shares or other securities subject to the Option shall be the
         amount of shares or other securities which could have been purchased on
         the closing date or expiration date of such transaction with the
         proceeds which would have been received by the Optionee if the Option
         had been exercised in full (or with respect to a portion of such
         Option, as determined by the Committee, in its discretion) prior to
         such transaction or expiration date and the Optionee exchanged all of
         such shares in the transaction.

                           (3) In its discretion, and on such terms and
         conditions as it deems appropriate, the Committee may provide, either
         by the terms of the Agreement applicable to any Option or by resolution
         adopted prior to the occurrence of the Change in Control, that any
         outstanding Option shall, in each case, be converted into a right to
         receive cash following the closing date or expiration date of the
         transaction resulting in the Change in Control in an amount not to
         exceed the highest value of the consideration to be received in
         connection with such transaction for one share of Stock, or, if higher,
         the highest Fair Market Value of a share of Stock during the thirty
         (30) consecutive business days immediately prior to the closing date or
         expiration date of such transaction, less the per share exercise price
         of such Option, multiplied by the number of shares of Stock subject to
         such Option, or a portion thereof.

                           (4) The Committee may, in its discretion, provide
         that an Option cannot be exercised after such a Change in Control, to
         the extent that such Option is or becomes fully exercisable on or
         before such Change in Control or is subject to any acceleration,
         adjustment or conversion in accordance with the foregoing paragraphs
         (1), (2) or (3) of this subsection 10(c).

No Optionee shall have any right to prevent the consummation of any of the
foregoing acts affecting the number of shares of Stock available to such
Optionee. Any actions or determinations of the Committee under this Subsection
10(c) need not be uniform as to all outstanding Options, nor treat all Optionees
identically. Notwithstanding the foregoing adjustments, in no event may any
Option be exercised after ten (10) years from the date it was originally
granted, and any changes to ISOs pursuant to this Section 10 shall, unless the
Committee determines otherwise, only be effective to the extent such adjustments
or changes do not cause a "modification" (within the meaning of Section
424(h)(3) of the Code) of such ISOs or adversely affect the tax status of such
ISOs.

         11. MISCELLANEOUS PROVISIONS. (a) The Plan shall be unfunded. The
Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the issuance of Stock or the


<PAGE>

payment of cash upon exercise or payment of any Option. Proceeds from the sale
of Stock pursuant to Options granted under the Plan shall constitute general
funds of the Company. The expenses of the Plan shall be borne by the Company.

         (b) Except as otherwise provided in this paragraph (b) of Section 11 or
by the Committee, an Option by its terms shall be personal and may not be sold,
transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated otherwise than by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of an Optionee only by him or her.
At the Committee's discretion, an Agreement may permit the exercise of an
Optionee's Option (or any portion thereof) after his death by the beneficiary
most recently named by such Optionee in a written designation thereof filed with
the Company, or, in lieu of any such surviving beneficiary, as designated by the
Optionee by will or by the laws of descent and distribution. In the event any
Option is exercised by the executors, administrators, heirs or distributees of
the estate of a deceased Optionee, or such an Optionee's beneficiary, or the
transferee of an Option, in any such case pursuant to the terms and conditions
of the Plan and the applicable Agreement and in accordance with such terms and
conditions as may be specified from time to time by the Committee, the Company
shall be under no obligation to issue Stock thereunder unless and until the
Committee is satisfied that the person or persons exercising such Option is the
duly appointed legal representative of the deceased Optionee's estate or the
proper legatees or distributees thereof or the named beneficiary of such
Optionee, or the valid transferee of such Option, as applicable.

         (c)(i) If at any time the Committee shall determine, in its discretion,
that the listing, registration and/or qualification of Stock upon any securities
exchange or under any state or Federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the sale or purchase of Stock hereunder, no Option may be
exercised in whole or in part unless and until such listing, registration,
qualification, consent and/or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Committee.

         (ii) If at any time counsel to the Company shall be of the opinion that
any sale or delivery of Stock pursuant to an Option is or may be in the
circumstances unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act, or otherwise with respect to Stock or Options, and the
right to exercise any Option shall be suspended until, in the opinion of such
counsel, such sale or delivery shall be lawful or will not result in the
imposition of excise taxes on the Company.

         (iii) Upon termination of any period of suspension under this
subsection 11(c), any Option affected by such suspension which shall not then
have expired or terminated shall be reinstated as to all shares available before
such suspension and as to the shares which would otherwise have become available
during the period of such suspension, but no suspension shall extend the term of
any Option.
<PAGE>


         (d) The Committee may require each person receiving Stock in connection
with any Option under the Plan to represent and agree with the Company in
writing that such person is acquiring the Stock for investment without a view to
the distribution thereof. The Committee, in its absolute discretion, may impose
such restrictions on the ownership and transferability of the Stock purchasable
or otherwise receivable by any person under any Option as it deems appropriate.
Any such restrictions shall be set forth in the applicable Agreement, and the
certificates evidencing such shares may include any legend that the Committee
deems appropriate to reflect any such restrictions.

         (e) The Committee may, in its discretion, extend one or more loans to
Optionees who are key employees or directors of the Company or an Affiliate in
connection with the exercise or receipt of an Option granted to any such
individuals. The terms and conditions of any such loan shall be established by
the Committee.

         (f) In the discretion of the Committee, an Optionee may elect
irrevocably (at a time and in a manner determined by the Committee) prior to
exercising an Option that delivery of Stock upon such exercise shall be deferred
until a future date and/or the occurrence of a future event or events, specified
in such election. Upon the exercise of any such Option and until the delivery of
any deferred shares, the number of shares of Stock otherwise issuable to the
Optionee shall be credited to a memorandum account in the records of the Company
and any dividends or other distributions payable on such shares shall be deemed
reinvested in additional shares of Stock, in a manner determined by the
Committee, until all shares of Stock credited to such Optionee's memorandum
account shall become issuable pursuant to the Optionee's election.

         (g) By accepting any benefit under the Plan, each Optionee and each
person claiming under or through such Optionee shall be conclusively deemed to
have indicated their acceptance and ratification of, and consent to, all of the
terms and conditions of the Plan and any action taken under the Plan by the
Committee, the Company or the Board, in any case in accordance with the terms
and conditions of the Plan.

         (h) Neither the adoption of the Plan nor anything contained herein
shall affect any other compensation or incentive plans or arrangements of the
Company or any Affiliate, or prevent or limit the right of the Company or any
Affiliate to establish any other forms of incentives or compensation for their
employees, directors or consultants, or grant or assume options or other rights
otherwise than under the Plan.

         (i) The Plan shall be governed by and construed in accordance with the
laws of the State of [Florida], without regard to such state's choice of law
provisions, except as superseded by applicable Federal law.

         (j) The words "Section," "subsection" and "paragraph" herein shall
refer to provisions of the Plan, unless expressly indicated otherwise. Wherever
any words are used in the Plan or any Agreement in the masculine gender they
shall be construed as though they were also used in the feminine gender in all
cases where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

<PAGE>

         (k) The Company shall bear all costs and expenses incurred in
administering the Plan, including expenses of issuing Stock pursuant to any
Options granted hereunder.

         12. LIMITS OF LIABILITY. (a) Any liability of the Company or an
Affiliate to any Optionee with respect to any Option shall be based solely upon
contractual obligations created by the Plan and the Agreement.

         (b) None of the Company, any Affiliate, any member of the Committee or
the Board, or any other person participating in any determination of any
question under the Plan, or in the interpretation, administration or application
of the Plan, shall have any liability, in the absence of bad faith, to any party
for any action taken or not taken in connection with the Plan, except as may
expressly be provided by statute.

         13. AMENDMENTS AND TERMINATION. The Board may, at any time and with or
without prior notice, amend, alter, suspend, or terminate the Plan,
retroactively or otherwise; PROVIDED, HOWEVER, unless otherwise required by law
or specifically provided herein, no such amendment, alteration, suspension, or
termination shall be made which would impair the previously accrued rights of
any holder of an Option theretofore granted without his written consent, or
which, without first obtaining approval of the stockholders of the Company
(where such approval is necessary to satisfy (i) with regard to ISOs, any
requirements under the Code relating to ISOs or (ii) any applicable law,
regulation or rule), would:

         (a)      except as is provided in Section 10, increase the maximum
                  number of shares of Stock which may be sold or awarded under
                  the Plan;

         (b)      except as is provided in Section 10, decrease the minimum
                  option exercise price requirements of Section 6(a);

         (c)      change the class of persons eligible to receive Options under
                  the Plan; or

         (d)      extend the duration of the Plan or the period during which
                  Options may be exercised under Section 6(b).

         The Committee may amend the terms of any Option theretofore granted,
including any Agreement, retroactively or prospectively, but no such amendment
shall impair the previously accrued rights of any Optionee without his written
consent.

         14. DURATION. Following the adoption of the Plan by the Board, the Plan
shall become effective as of the date on which it is approved by the holders of
a majority of the Company's outstanding Stock which are present and voted at a
meeting, or by written consent in lieu of a meeting, which approval must occur
within the period ending twelve (12) months after the date the Plan is adopted
by the Board. The Plan shall terminate upon the earliest to occur of:
<PAGE>


         (a)      the effective date of a resolution adopted by the Board
                  terminating the Plan;

         (b)      the date all Stock subject to the Plan are delivered pursuant
                  to the Plan's provisions; or

         (c)      ten (10) years from the date the Plan is approved by the
                  Company's stockholders.

No Option may be granted under the Plan after the earliest to occur of the
events or dates described in the foregoing paragraphs (a) through (c) of this
Section 14; HOWEVER, Options theretofore granted may extend beyond such date.

         No such termination of the Plan shall affect the previously accrued
rights of any Optionee hereunder and all Options previously granted hereunder
shall continue in force and in operation after the termination of the Plan,
except as they may be otherwise terminated in accordance with the terms of the
Plan or the Agreement.