EXHIBIT 10.18
                          OUTSOURCE INTERNATIONAL, INC.
                                STOCK OPTION PLAN

              AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 2, 1997

1.   PURPOSE. The purpose of this Plan is to further the interests of OutSource
     International, Inc., a Florida corporation, its subsidiaries and its
     shareholders by providing incentives in the form of grants of stock options
     to key Employees, Non-Employee Directors and other persons who contribute
     materially to the success and profitability of the Company. The grants will
     recognize and reward outstanding individual performances and contributions
     and will give such persons a proprietary interest in the Company, thus
     enhancing their personal interest in the Company's continued success and
     progress. This program will also assist the Company and its subsidiaries in
     attracting and retaining key persons. This Plan is a continuation, in the
     form of an amendment and restatement, of an existing plan.

2.   DEFINITIONS. The following definitions shall apply to this Plan:

      a.    "BOARD" means the board of directors of the Company.

      b.    "CHANGE  OF  CONTROL"  occurs  when (i) any  person,  including  a
            "group" as defined in section 13(d)(3) of the Securities Exchange 
            Act of 1934, as amended, becomes the beneficial owner of thirty 
            percent or more of the total number of shares entitled to vote in 
            the election of directors of the Board, (ii) the Company is merged 
            into any other company or substantially all of its assets are 
            acquired by any other company, or (iii) three or more directors 
            nominated by the Board to serve as a director, each having agreed to
            serve in such capacity, fail to be elected in a contested election 
            of directors; provided, however, that a Change of Control shall not 
            occur as a result of the financing provided by Triumph -Connecticut 
            Limited Partnership and Bachow Investment Partners III, L.P.

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

      d.    "COMMITTEE" means the Stock Option Committee consisting solely of
            two or more Non-Employee Directors appointed by the Board. In the
            event that the Board does not appoint a Stock Option Committee,
            "Committee" means the Board.

      e.    "COMMON STOCK" means the common stock of the company, or such other
            class of shares or securities as to which the Plan may be applicable
            pursuant to section 15 herein.

      f.    "COMPANY" means Outsource International, Inc., and any wholly-owned
            subsidiary of Outsource International, Inc.

      g.    "DATE OF GRANT" means the date specified in the resolution of the
            Committee authorizing the grant of the Option.


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      h.    "ELIGIBLE PERSON" means any person who performs or has in the past
            performed services for the company or any direct or indirect
            partially or wholly owned subsidiary thereof, whether as a director,
            officer, employee, consultant or other independent contractor, and
            any person who performs services relating to the company in his or
            her capacity as an employee or independent contractor of a
            corporation or other entity that provides services for the company.

      i.    "EMPLOYEE" means any person employed as a core employee of the
            company, excluding (i) any fee-for-service employee of the company
            and (ii) any leased or temporary employee of the company who would
            be cost of sales for financial reporting purposes.

      j.    "FAIR MARKET VALUE" means the fair market value of the common stock.
            if the common stock is not publicly traded on the date as of which
            fair market value is being determined, the board shall determine the
            fair market value of the shares, using such factors as the board
            considers relevant, such as the price at which recent sales have
            been made, the book value of the common stock, and the company's
            current and projected earnings. if the common stock is publicly
            traded on the date as of which fair market value is being
            determined, the fair market value is the mean between the high and
            low sales prices of the common stock as reported by the nasdaq stock
            market on that date or, if the common stock is listed on a stock
            exchange, the mean between the high and low sales prices of the
            stock on that date, as reported in THE WALL STREET JOURNAL. if
            trading in the stock or a price quotation does not occur on the date
            as of which fair market value is being determined, the next
            preceding date on which the stock was traded or a price was quoted
            will determine the fair market value.

      k.    "INCENTIVE STOCK OPTION" means a stock option granted pursuant to
            either this plan or any other plan of the company that satisfies the
            requirements of section 422 of the code and that entitles the
            recipient to purchase stock of the company or in a corporation that
            at the time of grant of the option was a parent or subsidiary of the
            company or a predecessor corporation of any such corporation.

      l.    "NON-EMPLOYEE DIRECTOR" means a member of the board who is not
            employed on an hourly or salaried full-time basis by the company or
            any parent or subsidiary of the company that now exists or hereafter
            is organized or acquires the company.

      m.    "NONQUALIFIED STOCK OPTION" means a stock option granted pursuant to
            the plan that is not an incentive stock option and that entitles the
            recipient to purchase stock of the company or in a corporation that
            at the time of grant of the option was a parent or subsidiary of the
            company or a predecessor corporation of any such corporation.

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      n.    "OPEN MARKET SHARE" shall mean (i) each share acquired on the open
            market or through any method other than the exercise of an option,
            and (ii) each warrant, issued in connection with the company's
            issuance of senior subordinated promissory notes on february 21,
            1997, to purchase shares. for purposes of sections 5.b., 5.c., and
            5.d. of the plan, a non-employee director shall be deemed to own any
            open market shares either acquired and held by such non-employee
            director, or by any corporation which employs such non-employee
            director, or by any partnership in which such non-employee director
            is a partner, or by any investment fund managed by any corporation
            that employs such non-employee director, or by any investment fund
            managed by any partnership in which such non-employee director is a
            partner.

      o.    "OPTION" means an incentive stock option or a nonqualified stock
            option granted pursuant to the plan.

      p.    "OPTION AGREEMENT" means a written agreement entered into between
            the company and a recipient which sets out the terms and
            restrictions of an option granted to the recipient.

      q.    "OPTION SHAREHOLDER" shall mean an employee who has exercised his or
            her option.

      r.    "OPTION SHARES" means shares issued upon exercise of an option.

      s.    "PLAN" means this outsource international, inc. stock incentive
            plan, as amended and restated.

      t.    "RECIPIENT" means an individual who receives an option.

      u.    "SHARE" means a share of the common stock, as adjusted in accordance
            with section 10 of the plan.

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

3.     ADMINISTRATION. This Plan will be administered by the Committee. The
       Committee has the exclusive power to select the Recipients of Options
       pursuant to this Plan, to establish the terms of the Options granted to
       each Recipient, and to make all other determinations necessary or
       advisable under the Plan. The Committee has the sole and absolute
       discretion

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       to determine whether the performance of an Eligible Person warrants an
       Option under this Plan, and to determine the size and type of the Option.
       The Committee has full and exclusive power to construe and interpret this
       Plan, to prescribe, amend, and rescind rul es and regulations relating to
       this Plan, and to take all actions necessary or advisable for the Plan's
       administration. The Committee, in the exercise of its powers, may correct
       any defect or supply any omission, or reconcile any inconsistency in the
       Plan, or in any Option Agreement, in the manner and to the extent it
       shall deem necessary or expedient to make the Plan fully effective. In
       exercising this power, the Committee may retain counsel at the expense of
       the Company. The Committee shall also have the power to determine the
       duration and purposes of leaves of absence which may be granted to a
       Recipient without constituting a termination of the Recipient's
       employment for purposes of the Plan. Any determinations made by the
       Committee will be final and binding on all persons. A member of the
       Committee will not be liable for performing any act or making any
       determination in good faith. Notwithstanding the foregoing, the Committee
       shall have no discretion with respect to the Options granted to
       Non-Employee Directors pursuant to Section 5 of the Plan.

4.    SHARES SUBJECT TO PLAN. Subject to the provisions of Section 15 of the
      Plan, the maximum aggregate number of Shares that may be subject to
      Options under the Plan shall be 1,040,000. If an Option should expire or
      become unexercisable for any reason without having been exercised, the
      unpurchased Shares that were subject to such Option shall, unless the Plan
      has then terminated, be available for other Options under the Plan.

5.     NON-EMPLOYEE DIRECTORS' GRANTS. Each Non-Employee Director shall receive
       Options as determined under this Section 5 without further action by the
       Board.

      a.    INITIAL OPTIONS. Effective on the Date of Grant described below for
            each category of Non-Employee Director, the Company shall grant to
            each Non-Employee Director an Option to purchase 9,818 Shares
            ("Initial Option"):

             i.    for a Non-Employee Director serving on the Board on September
                   2, 1997, the Date of Grant of the Initial Option shall be
                   September 2, 1997.

             ii.   for a Non-Employee Director elected by the shareholders of
                   the Company subsequent to September 2, 1997, the Date of
                   Grant of the Initial Option shall be the earlier of the date
                   of such Non-Employee Director's election to the Board or the
                   date on which such Non-Employee Director executes a written
                   commitment to become a member of the Board;

             iii.  for a Non-Employee Director appointed by the Board subsequent
                   to September 2, 1997, the Date of Grant of the Initial Option
                   shall be the earlier of the date such Non-Employee Director's
                   appointment to the Board

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                  becomes effective or the date on which such Non-Employee
                  Director executes a written commitment to become a member of
                  the Board.

            The exercise price of each Initial Option shall be 100 percent of
            the Fair Market Value of the Common Stock on the Date of Grant of
            the Initial Option; provided, however, that if the Date of Grant of
            an Initial Option occurs prior to the completion of an initial
            public offering of the Common Stock, the exercise price of such
            Initial Option shall be the Fair Market Value of the Common Stock on
            the date the initial public offering begins.

      b.    FIRST ANNIVERSARY OPTIONS. Effective on the first anniversary of the
            Date of Grant of the Initial Option received by a Non-Employee
            Director, the Company shall automatically grant to such Non-Employee
            Director an Option to purchase 3,273 Shares ("First Anniversary
            Option") if such Non-Employee Director owns at least 3,273 Option
            Shares or Open Market Shares on the first anniversary of the Date of
            Grant of the Initial Option. The exercise price of each First
            Anniversary Option shall be 100 percent of the Fair Market Value of
            the Common Stock on the Date of Grant of the First Anniversary
            Option.

      c.    SECOND ANNIVERSARY OPTIONS. Effective on the first anniversary of
            the Date of Grant of the First Anniversary Option received by a
            Non-Employee Director, the Company shall automatically grant to such
            Non-Employee Director an Option to purchase 3,273 Shares ("Second
            Anniversary Option") if such Non-Employee Director has owned at
            least 3,273 Option Shares or Open Market Shares during the entire
            12-month period ending on the first anniversary of the Date of Grant
            of the First Anniversary Option. The exercise price of each Second
            Anniversary Option shall be 100 percent of the Fair Market Value of
            the Common Stock on the Date of Grant of the Second Anniversary
            Option.

      d.    THIRD ANNIVERSARY OPTIONS. Effective on the first anniversary of the
            Date of Grant of the Second Anniversary Option received by a
            Non-Employee Director, the Company shall automatically grant to such
            Non-Employee Director an Option to purchase 3,272 Shares ("Third
            Anniversary Option") if such Non-Employee Director has owned at
            least 3,272 Option Shares or Open Market Shares during the entire
            12-month period ending on the first anniversary of the Date of Grant
            of the Second Anniversary Option. The exercise price of each Third
            Anniversary Option shall be 100 percent of the Fair Market Value of
            the Common Stock on the Date of Grant of the Third Anniversary
            Option.

      e.    OPTION REQUIREMENTS. Each Option granted to a Non-Employee Director
            pursuant to this Section 5 will satisfy the following requirements:


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            i.    WRITTEN AGREEMENT. Each Option will be evidenced by an Option
                  Agreement. The Option Agreement shall include a description of
                  the substance of each of the requirements in this Section 5
                  and shall state that the Option is a Nonqualified Stock
                  Option.

             ii.   DURATION OF OPTION. One-third of each Initial Option shall
                   expire on each of the first three anniversaries of the Date
                   of Grant of the Initial Option. Each First Anniversary
                   Option, Second Anniversary Option and Third Anniversary
                   Option shall expire on the third anniversary of its Date of
                   Grant. If the Recipient's services as a director of the
                   Company terminate before the third anniversary of the Date of
                   Grant of an Initial Option granted to such Recipient, the
                   unexpired and unexercised portion of the Initial Option
                   granted to such Recipient shall expire on the earlier of the
                   date stated in this Section 5.e.ii. or the date stated in the
                   applicable Section 5.e.iv, 5.e.v., or 5.e.vi of the Plan. If
                   the Recipient's services as a director of the Company
                   terminate for any reason before the third anniversary of the
                   Date of Grant of a First Anniversary Option, Second
                   Anniversary Option or Third Anniversary Option granted to
                   such Recipient, the unexercised portion of such First
                   Anniversary Option, Second Anniversary Option or Third
                   Anniversary Option granted to such Recipient shall expire on
                   the earlier of the date stated in this Section 5.e.ii. or the
                   date stated in the applicable Section 5.e.iv., 5.e.v., or
                   5.e.vi. of the Plan.

            iii.  VESTING OF OPTION. Each Option shall be 100 percent vested on
                  the Date of Grant of the Option.

            iv.   DEATH. In the case of the death of a Recipient prior to the
                  termination of the Recipient's services as a director of the
                  Company, the unexpired and unexercised portion of an Option
                  granted to the Recipient shall expire on the one-year
                  anniversary of the Recipient's death, or if earlier, the date
                  specified in Section 5.e.ii. above.

             v.    DISABILITY. In the case of the total and permanent disability
                   of a Recipient and a resulting termination of the Recipient's
                   services as a director of the Company, the unexpired and
                   unexercised portion of an Option granted to the Recipient
                   shall expire on the one-year anniversary of the Recipient's
                   last day of service as a director of the Company, or, if
                   earlier, the date specified in Section 5.e.ii. above.

            vi.   TERMINATION OF SERVICE AS A DIRECTOR. If a Recipient's
                  services as a director of the Company are terminated for any
                  reason other than death or disability, the unexpired and
                  unexercised portion of an Option granted to the 

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                  Recipient shall expire 90 days after termination of the
                  Recipient's services as a director of the Company, or, if
                  earlier, the date specified in Section 5.e.ii. above.

6.     DISCRETIONARY GRANTS. Any Eligible Person that the Committee in its sole
       discretion designates is eligible to receive an Option under this Plan.
       The Committee's grant of an Option to a Recipient in any year does not
       require the Committee to grant an Option such Recipient in any other
       year. Furthermore, the Committee may grant different Options to different
       Recipients and has full discretion to choose whether to grant Options to
       any Eligible Person. The Committee may consider such factors as it deems
       pertinent in selecting Recipients and in determining the types and sizes
       of their Options. Recipients may include persons to whom stock, stock
       options, stock appreciation rights, or other benefits previously were
       granted under this or another plan of the Company or any Subsidiary,
       whether or not the previously granted benefits have been fully exercised
       or vested. Each Option granted to a Recipient under the Plan shall
       contain such provisions as the Committee at the Date of Grant shall deem
       appropriate. A Recipient's right, if any, to continue to serve the
       Company and its Subsidiaries as an officer, Employee, or otherwise will
       not be enlarged or otherwise affected by his designation as a Recipient
       under this Plan, and such designation will not in any way restrict the
       right of the Company or any Subsidiary, as the case may be, to terminate
       at any time the employment of any Recipient. Each Option granted to a
       Recipient pursuant to this Section 6 will satisfy the following
       requirements:

      a.    WRITTEN AGREEMENT. Each Option will be evidenced by an Option
            Agreement. The terms of the Option Agreement need not be identical
            for different Recipients. The Option Agreement shall include a
            description of the substance of each of the requirements in this
            Section 6 with respect to that particular Option.

      b.    NUMBER OF SHARES. Each Option Agreement shall specify the number of
            Shares that may be purchased by exercise of the Option.

      c.    EXERCISE PRICE. Except as provided in Section 6.j., the exercise
            price of each Share subject to an Incentive Stock Option shall equal
            the exercise price designated by the Committee on the Date of Grant,
            but shall not be less than the Fair Market Value of the Share on the
            Incentive Stock Option's Date of Grant. The exercise price of each
            Share subject to a Nonqualified Stock Option shall equal the
            exercise price designated by the Committee on the Date of Grant.

      d.    DURATION OF OPTION. Except as provided in Section 6.j., an Incentive
            Stock Option granted to an Employee shall expire on the tenth
            anniversary of its Date of Grant or, at such earlier date as is set
            by the Committee in establishing the terms of the Incentive Stock
            Option at grant. Except as provided in Section 6.j., a Nonqualified
            Stock Option granted to an Employee shall expire on the tenth
            anniversary of its

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            Date of Grant or, at such earlier or later date as is set by the
            Committee in establishing the terms of the Nonqualified Stock Option
            at grant. If the Recipient's employment with the Company terminates
            before the expiration date of an Option granted to the Recipient, 
            the Option shall expire on the earlier of the date stated in this
            subsection or the date stated in following subsections of this
            Section 6.

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

      f.    DEATH. In the case of the death of a Recipient, an Incentive Stock
            Option granted to the Recipient shall expire on the one-year
            anniversary of the Recipient's death, or if earlier, the date
            specified in Section 6.d. above. During the one-year period
            following the Recipient's death, the Incentive Stock Option may be
            exercised to the extent it could have been exercised at the time the
            Recipient died, subject to any adjustment under Section 15 herein.
            In the case of the death of a Recipient, a Nonqualified Stock Option
            granted to the Recipient shall expire on the one-year anniversary of
            the Recipient's death, or if earlier, the date specified in Section
            6.d. above, unless the Committee sets an earlier or later expiration
            date in establishing the terms of the Nonqualified Stock Option at
            grant or a later expiration date subsequent to the Date of Grant but
            prior to the one-year anniversary of the Recipient's death. During
            the period beginning on the date of the Recipient's death and ending
            on the date the Nonqualified Stock Option expires, the Nonqualified
            Stock Option may be exercised to the extent it could have been
            exercised at the time the Recipient died, subject to any adjustment
            under Section 15 herein.

      g.    DISABILITY. In the case of the total and permanent disability of a
            Recipient and a resulting termination of employment or affiliation
            with the Company, an Incentive Stock Option granted to the Recipient
            shall expire on the one-year anniversary of the Recipient's last day
            of employment, or, if earlier, the date specified in Section 6.d.
            above. During the one-year period following the Recipient's
            termination of employment or affiliation by reason of disability,
            the Incentive Stock Option may be exercised as to the number of
            Shares for which it could have been exercised at the time the
            Recipient became disabled, subject to any adjustments under Section
            15 herein.

            In the case of the total and permanent disability of a Recipient and
            a resulting termination of employment or affiliation with the
            Company, a Nonqualified Stock Option granted to the Recipient shall
            expire on the one-year anniversary of the Recipient's last day of
            employment, or, if earlier, the date specified in Section 6.d.
            above, unless the Committee sets an earlier or later expiration date

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            in establishing the terms of the Nonqualified Stock Option at grant
            or a later expiration date subsequent to the Date of Grant but prior
            to the one-year anniversary of the Recipient's last day of
            employment or affiliation with the Company. During the period
            beginning on the date of the Recipient's termination of employment
            or affiliation by reason of disability and ending on the date the
            Nonqualified Stock Option expires, the Nonqualified Stock Option may
            be exercised as to the number of Shares for which it could have been
            exercised at the time the Recipient became disabled, subject to any
            adjustments under Section 15 herein.

      h.    RETIREMENT. If the Recipient's employment with the Company
            terminates by reason of normal retirement under the Company's normal
            retirement policies, an Incentive Stock Option granted to the
            Recipient shall expire 90 days after the last day of employment, or,
            if earlier, on the date specified in Section 6.d. above. During the
            90-day period following the Recipient's normal retirement, the
            Incentive Stock Option may be exercised as to the number of Shares
            for which it could have been exercised on the retirement date,
            subject to any adjustment under Section 15 herein.

            If the Recipient's employment with the Company terminates by reason
            of normal retirement under the Company's normal retirement policies,
            a Nonqualified Stock Option granted to the Recipient shall expire 90
            days after the last day of employment, or, if earlier, on the date
            specified in Section 6.d. above, unless the Committee sets an
            earlier or later expiration date in establishing the terms of the
            Nonqualified Stock Option at grant or a later expiration date
            subsequent to the Date of Grant but prior to the end of the 90-day
            period following the Recipient's normal retirement. During the
            period beginning on the date of the Recipient's normal retirement
            and ending on the date the Nonqualified Stock Option expires, the
            Nonqualified Stock Option may be exercised as to the number of
            Shares for which it could have been exercised on the retirement
            date, subject to any adjustment under Section 15 herein.

      i.    TERMINATION OF SERVICE. If the Recipient ceases employment or
            affiliation with the Company for any reason other than death,
            disability, or retirement (as described above), an Incentive Stock
            Option granted to the Recipient shall expire 90 days after the
            Recipient's last day of employment or affiliation with the Company,
            or, if earlier, on the date specified in Section 6.d. above, unless
            the Committee sets an earlier expiration date in establishing the
            terms of the Incentive Stock Option at grant. During the 90-day
            period following the termination of the Recipient's employment or
            affiliation with the Company, the Incentive Stock Option may be
            exercised as to the number of Shares for which it could have been
            exercised on the date of termination, subject to any adjustment
            under Section 15 herein.

            If the Recipient ceases employment or affiliation with the Company

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            for any reason other than death, disability, or retirement (as
            described above), a Nonqualified Stock Option granted to the
            Recipient shall expire 90 days after the Recipient's last day of
            employment or affiliation with the Company, or, if earlier, on the
            date specified in Section 6.d. above, unless the Committee sets an
            earlier or later expiration date in establishing the terms of the
            Nonqualified Stock Option at grant or a later expiration date
            subsequent to the Date of Grant but prior to the end of the 90-day
            period following the Recipient's last day of employment or
            affiliation with the Company. During the period following the
            termination of the Recipient's employment or affiliation with the
            Company, the Nonqualified Stock Option may be exercised as to the
            number of Shares for which it could have been exercised on the date
            of termination, subject to any adjustment under Section 15 herein.

            Notwithstanding any provisions set forth herein or in the Plan, if
            the Recipient shall (i) commit any act of malfeasance or wrongdoing
            affecting the Company or any parent or subsidiary, (ii) breach any
            covenant not to compete or employment agreement with the Company or
            any parent or Subsidiary, or (iii) engage in conduct that would
            warrant the Recipient's discharge for cause, any unexercised part of
            the Option shall lapse immediately upon the earlier of the
            occurrence of such event or the last day the Recipient is employed
            by the Company.

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

      k.    MAXIMUM OPTION GRANTS. The aggregate Fair Market Value, determined
            on the Date of Grant, of stock in the Company with respect to which
            any Incentive Stock Options under the Plan and all other plans of
            the Company or its Subsidiaries (within the meaning of Section
            422(b) of the Code) may become exercisable by any individual for the
            first time in any calendar year shall not exceed $100,000.

7.    [RESERVED]

8.    CHANGE OF CONTROL. If a Change of Control occurs, the Board may vote to
      immediately terminate all Options outstanding under the Plan as of the
      date of the Change of Control or may vote to accelerate the expiration of
      the Options to the tenth day after the effective date of the Change of
      Control. If the Board votes to immediately terminate the Options, it shall

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     make a cash payment to the Recipient equal to the difference between the
     Exercise Price and the Fair Market Value of the Shares that would have been
     subject to the terminated Option on the date of the Change of Control.

9.    CONDITIONS REQUIRED FOR EXERCISE. Options granted to Recipients under the
      Plan shall be exercisable only to the extent they are vested according to
      the terms of the Option Agreement. Furthermore, Options granted to
      Employees under the Plan shall be exercisable only if the issuance of
      Shares pursuant to the exercise would be in compliance with applicable
      securities laws, as contemplated by Section 14 of the Plan. Each Option
      Agreement shall specify any additional conditions required for the
      exercise of the Option.

10.   METHOD OF EXERCISE. An Option granted under this Plan shall be deemed
      exercised when the person entitled to exercise the Option (i) delivers
      written notice to the President of the Company (or his delegate, in his
      absence) of the decision to exercise, (ii) concurrently tenders to the
      Company full payment for the Shares to be purchased pursuant to the
      exercise, and (iii) complies with such other reasonable requirements as
      the Committee establishes pursuant to Section 14 of the Plan. Payment for
      Shares with respect to which an Option is exercised may be made in cash,
      or by certified check, or wholly or partially in the form of Common Stock
      having a Fair Market Value equal to the exercise price, or by delivery of
      a notice instructing the Company to deliver the shares being purchased to
      a broker subject to the broker's delivery of cash to the Company equal to
      the purchase price. No person will have the rights of a shareholder with
      respect to Shares subject to an Option granted under this Plan until a
      certificate or certificates for the Shares have been delivered to him. A
      partial exercise of an Option will not affect the holder's right to
      exercise the Option from time to time in accordance with this Plan as to
      the remaining Shares subject to the Option.

11.   LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in its discretion
      and subject to the requirements of applicable law, recommend to the
      Company that it lend the Recipient the funds needed by the Recipient to
      exercise an Option. The Recipient shall make application to the Company
      for the loan, completing the forms and providing the information required
      by the Company. The loan shall be secured by such collateral and be
      subject to such repayment terms and interest rate as the Company may
      require, subject to its underwriting requirements and the requirements of
      applicable law. The Recipient shall execute a Promissory Note and any
      other documents deemed necessary by the Committee.

12.   DESIGNATION OF BENEFICIARY. Each Recipient shall designate, in the Option
      Agreement he executes, a beneficiary to receive Options awarded hereunder
      in the event of his death prior to full exercise of such Options;
      provided, that if no such beneficiary is designated or if the beneficiary
      so designated does not survive the Recipient, the estate of such Recipient
      shall be deemed to be his beneficiary. Recipients may, by written notice
      to the Committee, change the beneficiary designated in any outstanding
      Option Agreements.

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13.  TRANSFERABILITY OF OPTION.

      a.    NONQUALIFIED STOCK OPTION. To the extent permitted by tax,
            securities or other applicable laws to which the Company, the Plan,
            Recipients or Eligible Persons are subject, a Recipient of a
            Nonqualified Stock Option may transfer such Option to (i) the
            Recipient's spouse, child, grandchild or parent, (ii) a trust for
            the benefit of the Recipient's spouse, child, grandchild or parent,
            or (iii) a partnership whose partners consist solely of the
            Recipient's spouse, child, grandchild or parent, unless provided
            otherwise by the Committee in establishing the terms of such Option
            at the Date of Grant.

      b.    INCENTIVE STOCK OPTION. An Incentive Stock Option granted under this
            Plan is not transferable except by will or the laws of descent and
            distribution. During the lifetime of the Recipient, all rights of
            the Incentive Stock Option are exercisable only by the Recipient.
            This Section 13.b. shall apply to an Incentive Stock Option granted
            under the Plan only so long as Code Section 422 (or a successor Code
            provision) requires application of this restriction on
            transferability. In the event that this Section 13.b. no longer
            applies to an Incentive Stock Option granted under this Plan, such
            Option shall be subject to Section 13.a. of the Plan.

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

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

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

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

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

16.   LIABILITY OF THE COMPANY. The Company, its parent and any Subsidiary that
      is in existence or hereafter comes into existence shall not be liable to
      any person for any tax consequences incurred by a Recipient or other
      person with respect to an Option.

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

18.   EXPENSES OF PLAN. The Company shall bear the expenses of administering the
      Plan.

19.   DURATION OF PLAN. Options may be granted under this Plan only during the
      10-year period ending December 22, 2005.


                                       13

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

21.   EFFECTIVE DATE. Except as otherwise provided in this Section 21, the
      effective date of this Plan, as amended and restated, shall be September
      2, 1997. Section 7 of this Plan, as amended and restated, shall be
      effective October 24, 1997, and the corresponding prior provision of the
      Plan shall apply before October 24, 1997.

Adopted by the Board on January 23, 1998 (original Plan adopted by the Board on
December 22, 1995; amendment adopted by the Board on February 18, 1997).

Approved by the Shareholders on _______________________ (original Plan approved
by the Shareholders on December 22, 1995; amendment approved by the Shareholders
on April 15, 1997).