exhibit41


    CORD
      BLOOD AMERICA, INC.

    


    2005
      STOCK OPTION PLAN

    


    ARTICLE
      I

    Purpose
      and Effectiveness

    


    1.1  Purpose.
      The
      purpose of the Cord Blood America , Inc. 2005 Stock Option Plan (the “Plan”) is
      to promote the success of Cord Blood America, Inc., a Florida corporation (the
      “Company”), by providing a method whereby directors, officers and employees of,
      and consultants, advisors, independent contractors and other persons providing
      services to, the Company and its Subsidiaries (as hereinafter defined) may
      be
      awarded remuneration for services rendered and encouraged to invest in capital
      stock of the Company, thereby increasing their proprietary interest in the
      Company’s businesses, encouraging them to remain in the service of, or employed
      and encouraged by, the Company or its Subsidiaries, and increasing their
      personal interest in the continued success and progress of the Company. The
      Plan
      is also intended to aid in attracting persons of exceptional ability to become
      directors, officers, employees and independent contractors o f the Company
      and
      its Subsidiaries.

     

    1.2  Effective
      Date.
      The
      Plan shall take effect upon the date of its adoption by the Board (as
      hereinafter defined).

     

    1.3  Shareholder
      Approval.
      The
      Plan shall be subject to the approval of the holders of a majority of the
      outstanding voting securities of the Company.

    


    ARTICLE
      II

    Definitions

    


    2.1  Certain
      Defined Terms.
      Capitalized terms not defined elsewhere in the Plan shall have the following
      meanings (whether used in the singular or plural):

    


    “Affiliate”
      of the Company means any corporation, partnership, or other business association
      that, directly or indirectly, through one or more intermediaries, controls,
      is
      controlled by, or is under common control with the Company.

    


    “Agreement”
      means the stock option agreement specified in section 7.5, both individually
      and
      collectively, as the context may require. 

    


    “Approved
      Board” means a Board that, as of a given date, is comprised of individuals at
      least a majority of whom have continuously served as directors of the Company
      during the period of two years ending on such date, unless the election of
      each
      director who was not a director at the beginning of such two year period was
      approved in advance by the directors representing at least two-thirds of the
      directors then in office who were directors at the beginning of such two year
      period.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Approved
      Change in Control of the Company” means any transaction or series of
      transactions which:

     

    (i)  results,
      or is reasonably anticipated to result, in a Change of Control of the
      Company;

     

    (ii)  is
      approved by the requisite vote of an Approved Board pursuant to, and in
      accordance with, applicable law and the Articles of Incorporation and Bylaws
      of
      the Company; and

     

    (iii)  if
      required by applicable law or the Articles of Incorporation or Bylaws of the
      Company, is approved by the requisite vote of the shareholders of the Company
      pursuant to, and in accordance with, applicable law and the Articles of
      Incorporation and Bylaws of the Company.

    


    “Award”
      means a grant of Options under this Plan.

    


    “Board”
      means the Board of Directors of the Company.

    


    “Change
      in Control of the Company” means any change in control of the Company of a
      nature which would be required to be reported (a) in response to Item 6(e)
      of
      Schedule 14A of Regulation 14A, as in effect on the Effective Date of this
      Plan,
      promulgated under the Exchange Act, (b) in response to item 5.01 of the Current
      Report on Form 8-K, as in effect on the Effective Date of this Plan, promulgated
      under the Exchange Act, or (c) in any filing by the Company with the United
      States Securities and Exchange Commission; provided, however, that, without
      limitation, a Change in Control of the Company shall be deemed to have occurred
      if:

    


    (i)  any
      “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the
      Exchange Act), other than the Company, any Subsidiary of the Company or any
      compensation, retirement, pension or other employee benefit plan or trust of
      the
      Company or any Subsidiary of the Company, becomes the “beneficial owner”(as such
      term is defined in Rule 13d-3 promulgated under the Exchange Act), directly
      or
      indirectly, of securities of the Company or any successor to the Company
      (whether by merger, consolidation or otherwise) representing fifteen percent
      (15%) or more of the combined voting power of the Company’s then outstanding
      securities;

     

    (ii)  during
      any period of two consecutive years, the individuals who at the beginning of
      such period constitute the Board of the Company cease for any reason to
      constitute at least a majority of such Board, unless election of each director
      who was not a director at the beginning of such period has been approved in
      advance by the directors representing at least two-thirds of the directors
      then
      in office who were directors at the beginning of such period;

    


    


    
      
        
        

      

      
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      (iii)  the
        Company shall merge or consolidate with or into another corporation or other
        entity, or enter into a binding agreement to merge or consolidate with or
        into
        another corporation or other entity, other than a merger or consolidation
        which
        would result in the voting securities of the Company outstanding immediately
        prior thereto continuing to represent (either by remaining outstanding or
        by
        being converted into voting securities of the surviving corporation or entity)
        not less than eight-five percent (85%) of the combined voting power of the
        voting securities of the Company or such surviving corporation or entity
        outstanding immediately after such merger or consolidation;

    

    
       

      (iv)  the
        Company shall sell, lease, exchange, transfer, convey or otherwise dispose
        of
        all or substantially all of its assets, or enter into a binding agreement
        for
        the sale, lease, exchange, transfer, conveyance or other disposition of all
        or
        substantially all of its assets, in one transaction or in a series of related
        transactions; or

       

    

    
      (v)  the
        Company shall liquidate or dissolve, or any plan or proposal shall be adopted
        for the liquidation or dissolution of the Company; or

    

    


    provided,
      however, that any of the foregoing transactions between or among (A) any or
      all
      of the Company and any Subsidiary or Subsidiaries of the Company, or (B) any
      Subsidiaries of the Company, shall not be deemed to constitute a “Change in
      Control of the Company hereunder.

    


    “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, or any
      successor statute or statutes thereto. Reference to any specific Code section
      shall include any successor section.

    


    “Committee”
      means the committee of the Board, if any , appointed pursuant to Section 3.1
      to
      administer the Plan.

    


    “Common
      Stock” means the common stock, no par value per share, of the
      Company.

    


    “Company”
      means Cord Blood America, Inc., a Florida corporation.

    


    “Disability”
      means any mental or physical illness, condition, disability or incapacity which
      prevents the Holder from reasonably discharging his duties and responsibilities
      as an officer or employee of the Company or any Subsidiary or Affiliate of
      the
      Company. If any disagreement or dispute shall arise between the Company or
      any
      Subsidiary or Affiliate of the Company and the Holder as to whether the Holder
      suffers from any Disability, then the Holder shall submit to the physical or
      mental examination of a physician licensed under the laws of the State of
      residence of the Holder, who shall be mutually selected by the Company & the
      Holder, and such physician shall make the determination of whether the Holder
      suffers from any Disability. In the absence of fraud or bad faith, the
      determination of such physician shall be final and binding upon the Company
      and
      the Holder. The entire cost of any such examination shall be borne by the
      Company.

     

    
 

    
      
        
        

      

      
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    “Effective
      Date” means the date on which the Plan becomes effective pursuant to Section
      1.2.

    


    “equity
      securities” shall have the meaning ascribed to such term in Rule 16a-1
      promulgated under the Exchange Act, or any successor Rule.

    


    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended from time to time, or
      any successor statute or statutes thereto. Reference to any specific Exchange
      Act section shall include any successor section.

    


    “Fair
      Market Value” of a share of Common Stock on any day means the last sale price
      (or, if no last sale price is reported, the average of the high bid and low
      asked prices) for a share of Common Stock on such day (or, if such day is not
      a
      trading day, on the next preceding trading day) as reported on NASDAQ or, if
      not
      reported on NASDAQ, as quoted by the National Quotation Bureau Incorporated
      or
      Pink Sheets.com, Inc. or if the Common Stock is listed on an exchange, on the
      principal exchange on which the Common Stock is listed. If for any day the
      Fair
      Market Value of a share of Common Stock is not determinable by any of the
      foregoing means, then the Fair Market Value for such day shall be determined
      in
      good faith by the Board or the Committee on the basis of such quotations and
      other considerations as the Board or the Committee deems
      appropriate.

    


    “Holder”
      means a director, officer or employee of the Company or a Subsidiary, or any
      consultant, advisor or independent contractor to the Company or a Subsidiary,
      who has received an Award under this Plan.

    


    “Incentive
      Stock Option” means a stock option granted under Article VI which is intended to
      be an incentive stock option within the meaning of Section 422 of the
      Code.

    


    “NASDAQ”
      means the National Association of Securities Dealers, Inc. Automated Quotation
      System.

    


    “Nonqualified
      Stock Option” means a stock option granted under Article VI that is designated
      as a nonqualified stock option.

    


    “Option”
      means any Incentive Stock Option or Nonqualified Stock Option.

    


    “Plan”
      has the meaning ascribed thereto in Section 1.1.

    


    “qualified
      domestic relations order” means a qualified domestic relations order as defined
      by the Code or Title I of the Employee Retirement Income Security Act, or the
      rules thereunder.

    


    “Rule
      16b-3” means Rule 16b-3 promulgated under the Exchange Act, or any successor
      Rule. References to paragraphs of Rule 16b-3 shall include the comparable
      provisions of any successor Rule.

     

    
 

    
      
        
        

      

      
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    “Subsidiary”
      of the Company means any present or future subsidiary (as defined in Section
      424(f) of the Code) of the Company. An entity shall be deemed a subsidiary
      of
      the Company for purposes of this definition only for such periods as the
      requisite ownership or control relationship is maintained.

    


    “10%
      shareholder” means a grantee of an Incentive Stock Option under the Plan who, at
      the time such Option is granted, owns (or is considered as owning within the
      meaning of Section 424 of the Code) stock possessing more than ten percent
      (10%)
      of the total combined voting power of all classes of capital stock of the
      Company or any Subsidiary.

    


    ARTICLE
      III

    Administration

    


    
      	3.1  	
                     
                Committee.
                

            


    

    


    
      (a)  The
        Plan
        shall be administered by the Board of Directors of the Company, the Stock
        Option
        Committee of the Board or another committee of the Board, all as shall be
        determined by the Board.

       

    

    
      (b)  The
        Committee shall be comprised of not less than two persons. Each member of
        the
        Committee shall be a member of the Board who during the one year period prior
        to
        service on the Committee was, and during such service is, an “outside director,”
        as such term is utilized in Section 162(m) of the Code, and a “non-employee
        director,” as such term is defined and utilized in Rule 16b-3. Subject to the
        foregoing, the Board may from time to time appoint members of the Committee
        in
        substitution for or in addition to members previously appointed, may fill
        vacancies in the Committee and may remove members of the Committee.

       

    

    
      (c)  The
        Committee shall select one of its members as its chairman and shall hold
        its
        meetings at such times and places as it shall deem advisable. A majority
        of its
        members shall constitute a quorum and all determinations shall be made by
        a
        majority of such quorum. Any determination reduced to writing and signed
        by all
        of the members of the Committee shall be fully as effective as if it had
        been
        made by a majority vote at a meeting duly called and held.

    

    


    
      	3.2  	
                     
                Powers.

            


    

    


    
      (a)  The
        Board
        or the Committee, if so determined by the Board, shall have full power and
        authority, subject to such orders or resolutions not inconsistent with the
        provisions of the Plan as may from time to time be issued or adopted by the
        Board, to grant eligible persons Options under Article VI of the Plan, to
        determine the restrictions, terms and conditions (which need not be identical)
        of all Awards so granted, to interpret the provisions of the Plan and any
        Agreements relating to Awards granted under the Plan, and to supervise the
        administration of the Plan.

       

       

      
        
          
          

        

        
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      (b)  The
        Board
        or the Committee, if the Board shall so determine, shall have sole authority
        in
        the selection of directors, officers and employees of the Company or a
        Subsidiary, and any consultant, advisor or independent contractor to the
        Company
        or a Subsidiary, to whom Awards may be granted under the Plan and in the
        determination of the timing, pricing, terms, conditions, restrictions and
        amount
        of any such Award, subject only to the express provisions of the
        Plan.

       

    

    
      (c)  Without
        limiting the generality of Sections 3.2(a) and 3.2(b), the Board or the
        Committee shall have the authority to condition any Award, in whole or in
        part,
        on performance or other criteria established by the Board or the Committee
        at
        the time of grant. In making determinations hereunder, the Board or the
        Committee may take into account the nature of the services rendered by the
        respective directors, officers, employees, consultants, advisors or independent
        contractors, their present and potential contributions to the success of
        the
        Company and its Subsidiaries and such other factors as the Board or the
        Committee in its discretion deems relevant, and may consult with, and give
        such
        consideration to the recommendations of, management of the Company as the
        Board
        or Committee deems desirable.

    

    


    
      3.3  Interpretation.
        The
        Board or the Committee is authorized, subject to the provisions of the Plan,
        to
        establish, amend and rescind such rules and regulations as it deems necessary
        or
        advisable for the proper administration of the Plan and to take such other
        action in connection with or in relation to the Plan as it deems necessary
        or
        advisable. Each action and determination made or taken pursuant to the Plan
        by
        the Board or the Committee, including any interpretation or construction
        of the
        Plan, shall be final and conclusive for all purposes and upon all persons.
        No
        member of the Board or the Committee shall be liable for any action or
        determination made or taken by him or the Board or the Committee in good
        faith
        with respect to the Plan. 

    

    


    ARTICLE
      IV

    Shares
      Subject to the Plan

    


    
      4.1  Number
        of Shares.
        Subject
        to the provisions of this Article IV, the maximum number of shares of Common
        Stock reserved for Awards under this Plan shall be 8,000,000 shares. Shares
        of
        Common Stock will be made available from the authorized but unissued shares
        of
        the Company or from shares reacquired by the Company, including shares purchased
        in the open market. The shares of Common Stock subject to any Award granted
        under the Plan that shall expire, terminate or be annulled for any reason
        without having been exercised shall again be available for purposes of the
        Plan.

       

    

    
      4.2  Adjustments.
        If the
        Company subdivides its outstanding shares of Common Stock into
        a
        greater number of shares of Common Stock (by stock dividend, stock split,
        reclassification or otherwise) or combines its outstanding shares of Common
        Stock into a smaller number of shares of Common Stock (by reverse stock split,
        reclassification or otherwise), or if the Board or the Committee determines
        that
        any stock dividend, extraordinary cash dividend, reclassification,
        recapitalization, reorganization, split-up, spin-off, combination, exchange
        of
        shares, warrants or rights offering to purchase Common Stock, or other similar
        corporate event (including mergers or 

       

       

      
        
          
          

        

        
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      consolidations)
        affects the Common Stock such that an adjustment is required in order to
        preserve the benefits or potential benefits intended to be made available
        under
        this Plan, then the Board or the Committee shall, in its sole discretion
        and in
        such manner as the Board or the Committee may deem equitable and appropriate,
        make such adjustments to any or all of (i) the number and kind of shares
        which
        thereafter may be awarded, optioned, or otherwise made subject to the benefits
        contemplated by the Plan, (ii) the number and kind of shares subject to
        outstanding Awards, and (iii) the purchase or exercise price with respect
        to any
        of the foregoing; provided, however, that the number of shares subject to
        any
        Award shall always be a whole number. The Board or the Committee may, if
        deemed
        appropriate, provide for a cash payment to any Holder of an Award in connection
        with any adjustment made pursuant to this Section 4.2.

    

    


    ARTICLE
      V

    Eligibility

    


    
      5.1  General.
        The
        persons who shall be eligible to participate in the Plan and to receive Awards
        under the Plan shall be such employees (including officers and, subject to
        Section 5.2, directors who are also employees) of the Company and its
        Subsidiaries, such persons who provide consulting, advisory or other services
        as
        independent contractors to the Company or its Subsidiaries, and directors
        who
        are not also employees of the Company or its Subsidiaries, all as the Board
        or
        the Committee shall select. Awards may be made to employees who hold or have
        held Awards under this Plan or any similar or other awards under any other
        plan
        of the Company or any of its Affiliates.
         

      

    

    
      5.2  Ineligibilty.
        No
        member of the Committee, while serving as such, shall be eligible to receive
        an
        Award under the Plan.

    

    


    ARTICLE
      VI

    Stock
      Options

     

    6.1  Grant
      of Options.
      Subject
      to the limitations of the Plan, the Board or the Committee shall designate
      from
      time to time those eligible persons to be granted Options, the time when each
      Option shall be granted to such eligible persons, the number of shares subject
      to such Option, whether such Option is an Incentive Stock Option or a
      Nonqualified Stock Option, the restrictions, terms and conditions of such Option
      and, subject to Section 6.2, the purchase price of the shares of Common Stock
      subject to such Option. Subject to the other provisions of the Plan, the same
      person may receive Incentive Stock Options and Nonqualified Stock Options at
      the
      same time and pursuant to the same Agreement, provided that Incentive Stock
      Options and Nonqualified Stock Options are clearly designated as
      such.

     

    
 

    
      
        
        

      

      
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      6.2  Option
        Price.
        The
        price at which shares may be purchased upon exercise of an Option shall be
        fixed
        by the Board or the Committee and may be more than, less than or equal to
        the
        Fair Market Value of the Common Stock as of the date the Option is granted;
        provided, however, that the exercise price of an Incentive Stock Option at
        the
        time of grant thereof shall:

    

    


    
      (a)  if
        such
        Incentive Stock Option is being granted to a 10% shareholder, be at least
        One
        Hundred Ten percent (110%) of the Fair Market Value of the Common Stock subject
        thereto as of the date of grant; and

       

    

    
      (b)  if
        such
        Incentive Stock Option is being granted to any other person, be at least
        One
        Hundred percent (100%) of the Fair Market Value of the Common Stock subject
        thereto as of the date of grant.

    

    


    
      6.3  Limitation
        on Grants.
        No
        Options may be granted to any person as Incentive Stock Options for which
        the
        Fair Market Value (determined as of the time an Incentive Stock Option is
        granted to such person) of the Common Stock with respect to which Incentive
        Stock Options are exercisable for the first time by such person during any
        calendar year under all plans of the Company and its Subsidiaries shall exceed
        One Hundred Thousand Dollars ($100,000). If an Option which would otherwise
        qualify as an Incentive Stock Option becomes exercisable for the first time
        in
        any calendar year for shares of Common Stock having a Fair Market Value
        (determined as of the time such Option is granted) in excess of One Hundred
        Thousand Dollars ($100,000), then the portion of such Option in respect of
        such
        excess shares shall be deemed to be a Nonqualified Stock Option.

       

    

    
      6.4  Term
        of Options.
        Subject
        to the provisions of the Plan with respect to death, retirement and termination
        of employment, the term of each Option shall be for such a period as the
        Board
        or the Committee shall determine as set forth in the applicable Agreement,
        but
        not more than (i) five years from the date of grant in the case of Incentive
        Stock Options held by 10% shareholders and (ii) ten years from the date of
        grant
        in the case of all other Incentive Stock Options.

       

    

    
      6.5  Exercise
        of Options.
        An
        Option granted under the Plan shall become (and remain) exercisable during
        the
        term of the Option to the extent provided in the applicable Agreement and
        this
        Plan and, unless the Agreement otherwise provides, may be exercised to the
        extent exercisable, in whole or in part, at any time and from time to time
        during such term; provided, however, that subsequent to the grant of an Option,
        the Board or the Committee, at any time before complete termination of such
        Option, may accelerate the time or times at which such Option may be exercised
        in whole or in part (without reducing the term of such Option).

       

    

    
      6.6  Manner
        of Exercise.
        

    

    


    
      (a)  Form
        of Payment.
        An
        Option shall be exercised by written notice to the Company upon such terms
        and
        conditions as the Agreement may provide and in accordance with such other
        procedures of the exercise of Options as the Board or the Committee may
        establish from time to time. The method or methods of payment of the purchase
        price for the shares to be purchased upon exercise of an Option and of any
        amounts required by Section 7.10 shall be 

       

       

       

      
        
          
          

        

        
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      determined
        by the Board or the Committee and may consist of (i) cash, (ii) check, (iii)
        if
        and to the extent the Company will not be required to recognize for financial
        accounting purposes a charge for compensation expense, whole shares of Common
        Stock already owned by the Holder, (iv) the withholding of shares of Common
        Stock issuable upon such exercise of the Option, (v) the delivery, together
        with
        a properly executed exercise notice, of irrevocable instructions to a broker
        to
        deliver promptly to the Company the amount of sale or loan proceeds required
        to
        pay the purchase price, (vi) any combination of the foregoing methods of
        payment, or such other consideration and method of payment of payment as
        may be
        permitted for the issuance of shares under the Florida Business Corporation
        Act.
        The permitted methods of payment of the amounts payable upon exercise of
        an
        Option, if other than in cash, shall be set forth in the applicable Agreement
        and may be subject to such conditions as the Board or the Committee deems
        appropriate. Without limiting the generality of the foregoing, if a Holder
        is
        permitted to elect to have shares of Common Stock issuable upon exercise
        of an
        Option withheld to pay all or any part of the amounts payable in connection
        with
        such exercise, then the Committee shall have the sole discretion to approve
        or
        disapprove such election, which approval or disapproval shall be given after
        such election is made, and the making of such election (including the related
        exercise of the Option) shall (to the extent necessary) comply with the
        requirements for exemptive relief under Rule 16b-3, including, to the extent
        necessary and without limitation, paragraphs (e) and (f) thereof.

       

    

    
      (b)  Value
        of Shares.
        Shares
        of Common Stock delivered in payment of all or any part of the amounts payable
        in connection with the exercise of an Option, and shares of Common Stock
        withheld for such payment, shall be valued for such purpose at their Fair
        Market
        Value as of the exercise date.

       

    

    
      (c)  Issuance
        of Shares.
        The
        Company shall effect the transfer of the shares of Common Stock purchased
        under
        the Option as soon as practicable after the exercise thereof and payment
        in full
        of the purchase price therefore and of any amounts required by Section 7.10,
        and
        within a reasonable time thereafter such transfer shall be evidenced on the
        books of the Company. No Holder or other person exercising an Option shall
        have
        any of the rights of a shareholder of the Company with respect to shares
        of
        Common Stock subject to an Option granted under the Plan until due exercise
        and
        full payment has been made. No adjustments shall be made for cash dividends
        or
        other rights for which the record date is prior to the date of such due exercise
        and full payment.

    

    


    
      6.7  Nontransferability.
        Options
        shall not be transferable other than by will or the laws of descent and
        distribution or pursuant to a qualified domestic relations order and, except
        as
        otherwise required pursuant to a qualified domestic relations order, Options
        may
        be exercised during the lifetime of the Holder thereof only by such Holder
        (or
        his or her court appointed legal representative).

    

     

    
 

    
      
        
        

      

      
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    ARTICLE
      VII

    General
      Provisions

    


    
      7.1  Acceleration
        of Options.
        

    

    


    
      (a)  Death
        or Disability.
        If a
        Holder’s employment shall terminate by reason of death or Disability,
        notwithstanding any contrary waiting period, installment period or vesting
        schedule in any Agreement or in the Plan, unless the applicable Agreement
        provides otherwise, each outstanding Option granted under the Plan shall
        immediately become exercisable in full in respect of the aggregate number
        of
        shares covered thereby.

       

    

    
      (b)  Change
        in Control of the Company.
        Upon
        the occurrence of any Change in Control of the Company, notwithstanding any
        contrary waiting period, installment period or vesting schedule in any Agreement
        or in the Plan, unless the applicable Agreement provides otherwise, each
        outstanding Option granted under the Plan shall immediately become exercisable
        in full in respect of the aggregate number of shares covered
        thereby.

       

    

    
      (c)  Approved
        Change in Control of the Company.
        Notwithstanding the provisions of Section 7.1(b) above, unless otherwise
        provided in the applicable Agreement, the Board or the Committee may, in
        its
        discretion, determine that any or all outstanding Awards of any or all types
        granted pursuant to the Plan will not vest or become exercisable on an
        accelerated basis in connection with an Approved Change in Control of the
        Company if the Board or the surviving or acquiring person, corporation or
        other
        entity, as the case may be, shall have taken, or made effective provision
        for
        the taking of, such action as in the opinion of the Board or the Committee
        is
        equitable and appropriate to substitute a new Award for such Award or to
        assume
        such Award and in order to make such new or assumed Award, as nearly as may
        be
        practicable, equivalent to the old Award (before giving effect to any
        acceleration of the vesting or exercisability thereof), taking into account,
        to
        the extent applicable, the kind and amount of securities, cash or other assets
        into or for which the Common Stock may be changed, converted or exchanged
        in
        connection with the Approved Change in Control of the
        Company.

    

    


    
      7.2  Termination
        of Employment.

    

    


    
      (a)  General.
        If a
        Holder’s employment shall terminate prior to the complete exercise of an Option,
        then such Option shall thereafter be exercisable, solely to the extent provided
        in the applicable Agreement; provided, however, that (i) no Option may be
        exercised after the scheduled expiration date thereof; (ii) if the Holder’s
        employment terminates by reason of death or Disability, the Option shall
        remain
        exercisable for a period of at least one year following such termination
        (but
        not later than the scheduled expiration of such Option); and (iii) any
        termination by the Company for cause will be treated in accordance with the
        provisions of Section 7.2(b).

       

       

      
        
          
          

        

        
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      (b)  Termination
        for Cause.
        If a
        Holder’s employment with the Company or a Subsidiary shall be terminated by the
        Company or such Subsidiary prior to the exercise of any Option for cause
        (for
        these purposes, cause shall have the meaning ascribed thereto in any employment
        agreement to which said Holder is a party or, in the absence thereof, shall
        include but not be limited to, insubordination, dishonesty, incompetence,
        moral
        turpitude, other misconduct of any kind or the refusal to perform his duties
        and
        responsibilities for any reason other than death or Disability; provided,
        however, that if such termination occurs within one year after the date of
        any
        Change in Control of the Company, other than an Approved Change in Control
        of
        the Company, termination for cause shall mean only a felony conviction for
        fraud, misappropriation or embezzlement), then all Options held by such Holder
        shall immediately terminate.

       

    

    
      (c)  Leave
        of Absence.
        The
        Board or the Committee may determine whether any given leave of absence
        constitutes a termination of employment; provided, however, that for purposes
        of
        the Plan (i) leave of absence, duly authorized in writing by the Company
        for
        military service or sickness, or for any other purpose approved by the Company
        if the period of such leave does not exceed six months, and (ii) a leave
        of
        absence in excess of six months, duly authorized in writing by the Company,
        provided the employee’s right to reemployment is guaranteed either by statute or
        contract, shall not be deemed a termination of employment.

       

    

    
      (d)  Change
        in Employment.
        Awards
        made under the Plan shall not be affected by any change of position or
        employment so long as the Holder continues to be an employee of the Company
        or
        any Subsidiary.

    

    


    
      7.3  Right
        of Company to Terminate Employment or Engagement.
        Nothing
        contained in the Plan or in any Award, and no action of the Company, the
        Board
        or the Committee with respect thereto, shall confer or be construed to confer
        on
        any Holder any right to continue to be employed or engaged by the Company
        or any
        of its Subsidiaries or interfere in any way with the right of the Company
        or a
        Subsidiary to terminate the employment or engagement of the Holder at any
        time,
        with or without cause; subject, however, to the provisions of any written
        employment or other agreement between the Holder and The Company or any
        Subsidiary.

       

    

    
      7.4  Nonalienation
        of Benefits.
        No
        right or benefit under the Plan shall be subject to anticipation, alienation,
        sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance
        or
        charge, and any attempt to anticipate, alienate, sell, assign, hypothecate,
        pledge, exchange, transfer, encumber or charge the same shall be void. No
        right
        or benefit hereunder shall in any manner be liable for or subject to the
        debts,
        contracts, liabilities or torts of the person entitled to such
        benefits.

       

    

    
      7.5  Written
        Agreement.

    

    


    (a)   
      Each
      award of an Option under the Plan shall be evidenced by a stock option agreement
      which shall designate the Options granted thereunder as Incentive Stock Options
      or Nonqualified Stock Options. 

     

     

    
      
        
        

      

      
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    (b)   
      Each
      grantee of an Option shall be notified promptly of such grant and a written
      agreement shall be promptly executed and delivered by the Company and the
      grantee, provided that, in the discretion of the Board or the Committee, such
      grant of Options shall terminate if such written agreement is not signed by
      such
      grantee (or his attorney) and delivered to the Company within ninety days after
      the date the Board or the Committee approved the grant.

     

    (c)   
      Any
      such
      written agreement may contain (but shall not be required to contain) such
      provisions as the Board or the Committee deems appropriate to insure that the
      penalty provisions of Section 4999 of the Code will not apply to any stock
      or
      cash received by the Holder from the Company. Any such agreement may be
      supplemented or amended from time to time as approved by the Board or the
      Committee as contemplated by Section 7.8(b) hereof.

    


    7.6 Designation
      of Beneficiaries.
      Each
      person who shall be granted an Award under the Plan may designate a beneficiary
      or beneficiaries and may change such designation from time to time by filing
      a
      written designation of beneficiary or beneficiaries with the Board or the
      Committee on a form to be prescribed by it, provided that no such designation
      shall be effective unless so filed prior to the death of such
      person.

    


    7.7 Right
      of First Offer.
      The
      Agreements may contain such provisions as the Board or the Committee shall
      determine to the effect that if a Holder elects to sell all or any shares of
      Common Stock that such Holder acquired upon the exercise of an Option, then
      such
      Holder shall not sell such shares unless such Holder shall have first offered
      in
      writing to sell such shares to the Company at Fair Market Value on a date
      specified in such offer (which date shall be at least three business days and
      not more than ten business days following the date of such offer). In any such
      event, certificates representing shares issued upon exercise of Options shall
      bear a restrictive legend to the effect that transferability of such shares
      are
      subject to the restrictions contained in the Plan and the applicable Agreement
      and the Company may cause the transfer agent for the Common Stock to place
      a
      stop transfer order with respect to such shares.

    


    
      7.8  Termination
        and Amendment.
        

    

    


    (a) General.
      Unless
      the Plan shall theretofore have been terminated as hereinafter provided, no
      Awards may be made under the Plan on or after the tenth anniversary of the
      Effective Date. The Board or the Committee may at any time prior to the tenth
      anniversary of the Effective Date terminate the Plan, and may, from time to
      time, suspend or discontinue the Plan or modify or amend the Plan in such
      respects as it shall deem advisable; provided, however, that any such
      modification or amendment shall comply with all applicable laws, applicable
      stock exchange listing requirements, and applicable requirements for exemption
      (to the extent necessary) under Rule 16b-3. Notwithstanding the foregoing,
      without further shareholder approval no modification or amendment to this Plan
      shall increase the number of shares of Common Stock subject to the Plan (except
      as authorized by Article IV), change the class of persons eligible to receive
      Awards under the Plan, or otherwise materially increase the benefits accruing
      to
      participants under the Plan.

     

     

    
      
        
        

      

      
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    (b) Modification.
      No
      termination, modification or amendment of the Plan may, without the consent
      of
      the person to whom any Award shall theretofore have been granted, adversely
      affect the rights of such person with respect to such Award. No modification,
      extension, renewal, or other change in any Award granted under the Plan shall
      be
      made after the grant of such Award, unless the same is consistent with the
      provisions of the Plan.. With the consent of the Holder and subject to the
      terms
      and conditions of the Plan (including Section 7.8(a)), the Board or the
      Committee may amend outstanding Agreements with any Holder, including, without
      limitation, any amendment which would (i) accelerate the time or times at which
      the Award may be exercised and/or (ii) extend the scheduled expiration date
      of
      the Award. Without limiting the generality of the foregoing, the Board or the
      Committee may, but solely with the Holder’s consent unless otherwise provided in
      the Agreement, agree to cancel any Award under the Plan and issue a new Award
      in
      substitution therefore, provided that the Award so substituted shall satisfy
      all
      of the requirements of the Plan as of the date such new Award is made. Nothing
      contained in the foregoing provisions of this Section 7.8(b) shall be construed
      to prevent the Board or the Committee from providing in any Agreement that
      the
      rights of the Holder with respect to the Award evidenced thereby shall be
      subject to such rules and regulations as the Board or the Committee may, subject
      to the express provisions of the Plan, adopt from time to time, or impair the
      enforceability of any such provision.

    


    7.9 Government
      and Other Regulations.
      The
      obligation of the Company with respect to Awards shall be subject to all
      applicable laws, rules and regulations and such approvals by any governmental
      agencies as may be required, including, without limitation, the effectiveness
      of
      any registration statement required under the Securities Act of 1933, and the
      rules and regulations of any securities exchange or association on which the
      Common Stock may be listed or quoted. For so long as the Common Stock is
      registered under the Exchange Act, the Company shall use its reasonable
      commercial efforts to comply with any legal requirements (i) to maintain a
      registration statement in effect under the Securities Act of 1933 with respect
      to all shares of Common Stock that may be issued to Holders under the Plan,
      and
      (ii) to file in a timely manner all reports required to be filed by it under
      the
      Exchange Act.

    


    7.10 Withholding.
      The
      Company’s obligation to deliver shares of Common Stock or pay cash in respect to
      any Award under the Plan shall be subject to applicable federal, state and
      local
      tax withholding requirements. Federal, state and local withholding tax due
      at
      the time of an Award or upon the exercise of any Option, as appropriate, may,
      in
      the discretion of the Board or the Committee, be paid in shares of Common Stock
      already owned by the Holder or through the withholding of shares otherwise
      issuable to such Holder, upon such terms and conditions (including without
      limitation, the conditions referenced in Section 6.6 above) as the Board or
      the
      Committee shall determine. If the Holder shall fail to pay, or make arrangements
      satisfactory to the Board or the Committee for the payment, to the Company
      of
      all such federal, state and local taxes required to deduct from payment of
      any
      kind otherwise due to such Holder an amount equal to any federal, state or
      local
      taxes of any kind required to be withheld by the Company with respect to such
      Award.

    


    


    
      
        
        

      

      
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    7.11 Separability. If
      any of
      the terms or provisions of this Plan conflict with the requirements of Rule
      16b-3 under the Exchange Act and/or Section 422 of the Code, then such terms
      or
      provisions shall be deemed inoperative to the extent they so conflict with
      the
      requirements of Rule 16b-3 and/or, with respect to Incentive Stock Options,
      Section 422 of the Code. With respect to Incentive Stock Options, if this Plan
      does not contain any provisions required to be included herein under Section
      422
      of the Code, such provision shall be deemed to be incorporated herein with
      the
      same force and effect as if such provision had been set out at length herein;
      provided, further, that to the extent any Option which is intended to qualify
      as
      an Incentive Stock Option cannot so qualify, such Option, to that extent, shall
      be deemed to be a Nonqualified Stock Option for all purposes of the
      Plan.

    


    7.12 Non-Exclusivity
      of the Plan.
      Neither
      the adoption of the Plan by the Board nor the submission of the Plan to the
      shareholders of the Company for approval shall be construed as creating any
      limitations on the power of the Board to adopt such other incentive arrangements
      as it may deem desirable, including, without limitation, the granting of stock
      options and the awarding of stock and cash otherwise than under the Plan, and
      such arrangements may be either generally applicable or applicable only in
      specific cases.

    


    7.13 Exclusion
      from Pension and Profit-Sharing Computation.
      By
      acceptance of an Award, unless otherwise provided in the applicable Agreement,
      each Holder shall be deemed to have agreed that such Award is special incentive
      compensation that will not be taken into account, in any manner, as salary,
      compensation or bonus in determining the amount of any payment under any
      pension, retirement or other employee benefit plan, program or policy of the
      Company or any Subsidiary. In addition, each beneficiary of a deceased Holder
      shall be deemed to have agreed that such Award will not affect the amount of
      any
      life insurance coverage, if any, provided by the Company on the life of the
      Holder which is payable to such beneficiary under any life insurance plan
      covering employees of the Company or any Subsidiary.

    


    
      7.14  Un-funded
        Plan.
        Neither
        the Company nor any Subsidiary shall be required to segregate any cash or
        any
        shares of Common Stock which may at any time be represented by Awards and
        the
        Plan shall constitute an “un-funded” plan of the Company. No person shall have
        voting or other rights with respect to shares of Common Stock prior to the
        delivery of such shares. Neither the Company nor any Subsidiary shall, by
        any
        provisions of the Plan, be deemed to be a trustee of any Common Stock or
        any
        other property, and the liabilities of the Company and any Subsidiary to
        any
        person pursuant to the Plan shall be those of a debtor pursuant to such contract
        obligations as are created by or pursuant to the Plan, and the rights of
        any
        person under the Plan shall be limited to those of a general creditor of
        the
        Company or the applicable Subsidiary, as the case may be. In its sole
        discretion, the Board may authorize the creation of trusts or other arrangements
        to meet the obligations of the Company under the Plan, provided, however,
        that
        the existence of such trusts or other arrangements is consistent with the
        un-funded status of the Plan.

    

    


    


    
      
        
        

      

      
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      7.15  Governing
        Law.
        The
        Plan shall be governed by, and shall be construed and interpreted in accordance
        with, the laws of the State of Florida.

    

    


    
      7.16  Accounts.
        The
        delivery of any shares of Common Stock and the payment of any amount in respect
        of an Award shall be for the account of the Company or the applicable
        Subsidiary, as the case may be, and any such delivery or payment shall not
        be
        made until the recipient shall have paid or made satisfactory arrangements
        for
        the payment or any applicable withholding taxes as provided in Section
        7.10.

    

    


    
      7.17  Legends.
        In
        addition to any legend contemplated by Section 7.7, each certificate evidencing
        Common Stock subject to an Award shall bear such legends as the Board or
        the
        Committee deems necessary or appropriate to reflect or refer to any terms,
        conditions or restrictions of the Award applicable to such shares, including,
        without limitation, any to the effect that the shares represented thereby
        may
        not be disposed of unless the Company has received an opinion of counsel,
        acceptable to the Company, that such disposition will not violate any federal
        or
        state securities laws.

    

    


    
      7.18  Company’s
        Rights.
        The
        grant of Awards pursuant to the Plan shall not affect in any way the right
        or
        power of the Company to make reclassifications, reorganizations or other
        changes
        of or to its capital or business structure or to merge, consolidate, liquidate,
        sell or otherwise dispose of all or any part of its business or
        assets.

    

    


    
      7.19  Headings.
        The
        headings contained in this Plan are for reference purposes only and shall
        not
        affect in any way the meaning or interpretation of any or all of the provisions
        hereof.

    

    


    
      7.20  Gender.
        In this
        Plan, any word or phrase denoting one gender shall also include the other
        gender.

    

     

     

     

    
 

    
      
        
        

      

      
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