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                                                                       EXHIBIT 4


                           SOUTHERN COMMUNITY BANCORP

                              EQUITY INCENTIVE PLAN


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                           SOUTHERN COMMUNITY BANCORP

                              EQUITY INCENTIVE PLAN

         1.       PURPOSES.

                  (a) ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to
         receive Stock Awards are the Employees and Directors of the Company and
         its Affiliates.

                  (b) AVAILABLE STOCK AWARDS. The purpose of the Plan is to
         provide a means by which eligible recipients of Stock Awards may be
         given an opportunity to benefit from increases in value of the Common
         Stock through the granting of the following Stock Awards: (i) Incentive
         Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and
         (iv) restricted stock.

                  (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks
         to retain the services of the group of persons eligible to receive
         Stock Awards, to secure and retain the services of new members of this
         group and to provide incentives for such persons to exert maximum
         efforts for the success of the Company and its Affiliates.

         2.       DEFINITIONS.

                  For purposes of this Plan,

                  (a) "AFFILIATE" means any parent corporation or subsidiary
         corporation of the Company, whether now or hereafter existing, as those
         terms are defined in Sections 424(e) and (f), respectively, of the
         Code.

                  (b) "BOARD" means the Board of Directors of the Company.

                  (c) "CAUSE" means the occurrence of any one or more of the
         following:

                           (i) the Participant's conviction of any felony or any
                  crime involving moral turpitude or dishonesty;

                           (ii) the Participant's participation in an act of
                  fraud or dishonesty involving the Company or its Affiliates
                  which results in material harm to the business of the Company
                  or its Affiliates; or

                           (iii) the Participant's intentional, material
                  violation of any contract between the Participant and the
                  Company or its Affiliates or any statutory duty the
                  Participant owes to the Company or its Affiliates that the
                  Participant does not correct within thirty (30) days after
                  written notice thereof has been provided to the Participant.

                  (d) "CHANGE IN CONTROL" means the occurrence of any one or
         more of the following:

                           (i) a Corporate Transaction after which persons who
                  were not stockholders of the Company immediately prior to such
                  Corporate Transaction own, directly or indirectly, immediately
                  following such Corporate Transaction, fifty percent (50%) or
                  more of the outstanding voting power of each of (a) the
                  continuing or surviving entity and (b) any direct or indirect
                  parent corporation of the continuing or surviving entity;


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                           (ii) an acquisition by any person, entity or group
                  within the meaning of Section 13(d) or 14(d) of the Exchange
                  Act, or any comparable successor provisions (excluding any
                  employee benefit plan, or related trust, sponsored or
                  maintained by the Company or an Affiliate) of the beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Exchange Act, or comparable successor rule) of securities
                  of the Company representing at least fifty percent (50%) of
                  the combined voting power entitled to vote in the election of
                  Directors; PROVIDED that such acquisition does not occur in
                  connection with, in contemplation of or as a result of a
                  Corporate Transaction; or

                           (iii) during any consecutive two (2) year period the
                  individuals who, as of the start of such period, are members
                  of the Board (the "INCUMBENT BOARD"), cease for any reason to
                  constitute at least fifty percent (50%) of the Board, PROVIDED
                  that such change in the Incumbent Board does not occur in
                  connection with, in contemplation of or as a result of a
                  Corporate Transaction, and FURTHER PROVIDED that if the
                  election, or nomination for election, by the Company's
                  stockholders of any new Director was approved by a vote of at
                  least fifty percent (50%) of the Incumbent Board, such new
                  Director shall be considered as a member of the Incumbent
                  Board.

                  (e) "CODE" means the Internal Revenue Code of 1986, as
         amended.

                  (f) "COMMITTEE" means a committee of one or more members of
         the Board appointed by the Board in accordance with Subsection 3(c).

                  (g) "COMMON STOCK" means the common stock of the Company.

                  (h) "COMPANY" means Southern Community Bancorp, a Florida
         corporation.

                  (i) "CONTINUOUS SERVICE" means that the Participant's service
         with the Company or an Affiliate, whether as an Employee or Director is
         not interrupted or terminated. The Participant's Continuous Service
         shall not be deemed to have terminated merely because of a change in
         the capacity in which the Participant renders service to the Company or
         an Affiliate as an Employee or Director or a change in the entity for
         which the Participant renders such service, PROVIDED that there is no
         interruption or termination of the Participant's Continuous Service.
         For example, a change in status from an Employee of the Company to an
         employee of an Affiliate or a Director will not constitute an
         interruption of Continuous Service. The Board or the chief executive
         officer of the Company, in that party's sole discretion, may determine
         whether Continuous Service shall be considered interrupted in the case
         of any leave of absence approved by that party, including sick leave,
         military leave or any other personal leave.

                  (j) "CORPORATE TRANSACTION" means the occurrence of any one or
         more of the following:

                           (i) a sale, lease or other disposition of all or
                  substantially all of the securities or assets of the Company;

                           (ii) a merger or consolidation following which the
                  Company is not the surviving corporation;



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                           (iii) a reverse merger following which the Company is
                  the surviving corporation but the shares of Common Stock
                  outstanding immediately preceding the merger are converted by
                  virtue of the merger into other property, whether in the form
                  of securities, cash or otherwise; or

                           (iv) any other transaction described as a "corporate
                  transaction" in Treasury Regulations Section
                  1.425-1(a)(1)(ii).

                  (k) "DIRECTOR" means a member of the Board of Directors of the
         Company or of one of its Affiliates.

                  (l) "DISABILITY" means the permanent and total disability of a
         person within the meaning of Section 22(e)(3) of the Code.

                  (m) "EMPLOYEE" means any person employed by the Company or an
         Affiliate. Mere service as a Director or payment of a director's fee by
         the Company or an Affiliate shall not be sufficient to constitute
         "employment" by the Company or an Affiliate.

                  (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
         as amended.

                  (o) "FAIR MARKET VALUE" means, as of any date, the value of
         the Common Stock determined as follows:

                           (i) If the Common Stock is listed on any established
                  stock exchange or traded on the Nasdaq National Market or the
                  Nasdaq SmallCap Market, the Fair Market Value of a share of
                  Common Stock shall be the closing sales price for such stock
                  (or the closing bid, if no sales were reported) as quoted on
                  such exchange or market (or the exchange or market with the
                  greatest volume of trading in the Common Stock) on the last
                  market trading day prior to the day of determination, as
                  reported in The Wall Street Journal or such other source as
                  the Board deems reliable.

                           (ii) In the absence of such markets for the Common
                  Stock, the Fair Market Value shall be determined in good faith
                  by the Board.

                  (p) "GOOD REASON" means that one or more of the following are
         undertaken by the Company without the Participant's express written
         consent:

                           (i) the assignment to the Participant of any duties
                  or responsibilities that results in a diminution in the
                  Participant's position or function as in effect immediately
                  prior to the effective date of the Change in Control;
                  PROVIDED, HOWEVER, that a mere change in the Participant's
                  title or reporting relationships shall not constitute Good
                  Reason;

                           (ii) a reduction by the Company in the Participant's
                  annual base salary, as in effect on the effective date of the
                  Change in Control;

                           (iii) any failure by the Company to continue in
                  effect any benefit plan or program, including incentive plans
                  or plans with respect to the receipt of securities of the
                  Company, in which the Participant was participating
                  immediately prior to the effective date of the Change in
                  Control (hereinafter referred to as "Benefit Plans"), or the
                  taking of any action by the Company that would adversely
                  affect the Participant's participation in or reduce the
                  Participant's benefits under the Benefit Plans or deprive the
                  Participant of any fringe benefit that the Participant enjoyed



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                  immediately prior to the effective date of the Change in
                  Control; PROVIDED, HOWEVER, that Good Reason shall not be
                  deemed to have occurred if the Company provides for the
                  Participant's participation in benefit plans and programs
                  that, taken as a whole, are comparable to the Benefit Plans;

                           (iv) a relocation of the Participant's business
                  office to a location more than thirty (30) miles from the
                  location at which the Participant performs duties as of the
                  effective date of the Change in Control, except for required
                  travel by the Participant on the Company's business to an
                  extent substantially consistent with the Participant's
                  business travel obligations prior to the Change in Control;

                           (v) a material breach by the Company of any provision
                  of the Plan or the Stock Award Agreement or any other material
                  agreement between the Participant and the Company concerning
                  the terms and conditions of the Participant's employment; or

                           (vi) any failure by the Company to obtain the
                  assumption of the Plan and Stock Award Agreement by any
                  successor or assign of the Company.

                  (q) "INCENTIVE STOCK OPTION" means an Option intended to
         qualify as an incentive stock option within the meaning of Section 422
         of the Code and the regulations promulgated thereunder.

                  (r) "NONSTATUTORY STOCK OPTION" means an Option not intended
         to qualify as an Incentive Stock Option.

                  (s) "OPTION" means an Incentive Stock Option or a Nonstatutory
         Stock Option granted pursuant to the Plan.

                  (t) "OPTION AGREEMENT" means a written agreement between the
         Company and an Optionholder evidencing the terms and conditions of an
         individual Option grant. Each Option Agreement shall be subject to the
         terms and conditions of the Plan.

                  (u) "OPTIONHOLDER" means a person to whom an Option is granted
         pursuant to the Plan or, if applicable, such other person who holds an
         outstanding Option.

                  (v) "PARTICIPANT" means a person to whom a Stock Award is
         granted pursuant to the Plan or, if applicable, such other person who
         holds an outstanding Stock Award.

                  (w) "PLAN" means this Southern Community Bancorp Equity
         Incentive Plan.

                  (x) "SECURITIES ACT" means the Securities Act of 1933, as
         amended.

                  (y) "STOCK AWARD" means any right granted under the Plan,
         including an Option, a stock bonus and a grant of restricted stock.

                  (z) "STOCK AWARD AGREEMENT" means a written agreement between
         the Company and a holder of a Stock Award evidencing the terms and
         conditions of an individual Stock Award grant. Each Stock Award
         Agreement shall be subject to the terms and conditions of the Plan.

                  (aa) "TEN PERCENT STOCKHOLDER" means a person who owns (or is
         deemed to own pursuant to Section 424(d) of the Code) stock possessing
         more than ten percent (10%) of the total combined voting power of all
         classes of stock of the Company or of any of its Affiliates.



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         3.       ADMINISTRATION.

                  (a) ADMINISTRATION BY BOARD. The Board shall administer the
         Plan unless and until the Board delegates administration to a
         Committee, as provided in Subsection 3(c).

                  (b) POWERS OF BOARD. The Board shall have the power, subject
         to, and within the limitations of, the express provisions of the Plan:

                           (i) To determine from time to time which of the
                  persons eligible under the Plan shall be granted Stock Awards;
                  when and how each Stock Award shall be granted; what type or
                  combination of types of Stock Award shall be granted; the
                  provisions of each Stock Award granted (which need not be
                  identical), including the time or times when a person shall be
                  permitted to receive Common Stock pursuant to a Stock Award;
                  and the number of shares of Common Stock with respect to which
                  a Stock Award shall be granted to each such person.

                           (ii) To construe and interpret the Plan and Stock
                  Awards granted under it, and to establish, amend and revoke
                  rules and regulations for its administration. The Board, in
                  the exercise of this power, may correct any defect, omission
                  or inconsistency in the Plan or in any Stock Award Agreement,
                  in a manner and to the extent it shall deem necessary or
                  expedient to make the Plan fully effective.

                           (iii) To amend the Plan or a Stock Award as provided
                  in Section 12.

                           (iv) Generally, to exercise such powers and to
                  perform such acts as the Board deems necessary or expedient to
                  promote the best interests of the Company which are not in
                  conflict with the provisions of the Plan.

         Provided, however, that notwithstanding anything to the contrary
         contained in this Plan, the construction and interpretation of this
         Plan in relation to the Peninsula Awards (as defined in paragraph (c),
         below), and the grant of Stock Awards under this Plan to directors and
         employees of Peninsula Bank of Central Florida, shall be determined
         only by the Peninsula Committee (as defined in paragraph (c), below).

                  (c) DELEGATION TO COMMITTEE. The Board may delegate
         administration of the Plan to a Committee or Committees of one (1) or
         more members of the Board, and the term "Committee" shall apply to any
         person or persons to whom such authority has been delegated. If
         administration is delegated to a Committee, the Committee shall have,
         in connection with the administration of the Plan, the powers
         theretofore possessed by the Board, including the power to delegate to
         a subcommittee any of the administrative powers the Committee is
         authorized to exercise (and references in this Plan to the Board shall
         thereafter be to the Committee or subcommittee), subject, however, to
         such resolutions, not inconsistent with the provisions of the Plan, as
         may be adopted from time to time by the Board. The Board may abolish
         the Committee at any time and revest in the Board the administration of
         the Plan; provided, however, that, notwithstanding the foregoing, and
         subject to the consummation of the merger of Peninsula Bancorp, Inc.,
         with and into the Company, the administration of this Plan with respect
         to Stock Awards granted to persons who, as of the date such awards are
         granted, are directors and employees of Peninsula Bank of Central
         Florida (the "Peninsula Awards") and the determination of the
         recipients of the Peninsula Awards shall be delegated to a Committee
         comprised of members of the Board who also serve as directors of
         Peninsula Bank of Central Florida (the "Peninsula Committee").



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                  (d) EFFECT OF BOARD'S DECISION. All determinations,
         interpretations and constructions made by the Board in good faith shall
         not be subject to review by any person and shall be final, binding and
         conclusive on all persons.

         4.       SHARES SUBJECT TO THE PLAN.

                  (a) SHARE RESERVE. Subject to the provisions of Section 11
         relating to adjustments upon changes in Common Stock, the Common Stock
         that may be issued pursuant to Stock Awards shall not exceed in the
         aggregate one million (1,000,000) shares of Common Stock (the "Reserved
         Shares").

                  (b) RESERVE FOR PENINSULA AWARDS. Pursuant to the terms of the
         Agreement and Plan of Merger dated as of December 18, 2000 between the
         Company and Peninsula Bancorp, Inc., the Reserved Shares shall include,
         subject to the provisions of Section 11:

                           (i) an aggregate of 34,660 Reserved Shares with
                  respect to which Stock Awards may be issued initially only to
                  persons who, as of the date such awards are granted, are
                  directors of Peninsula Bank of Central Florida, and

                           (ii) an aggregate of 41,348 Reserved Shares with
                  respect to which Stock Awards may be issued initially only to
                  person who, as of the date such awards are granted, are
                  employees of Peninsula Bank of Central Florida.

                  (c) REVERSION OF SHARES TO THE SHARE RESERVE. If any Stock
         Award shall for any reason expire or otherwise terminate, in whole or
         in part, without having been exercised in full, the shares of Common
         Stock not acquired under such Stock Award shall revert to and again
         become available for issuance under the Plan.

                  (d) SOURCE OF SHARES. The shares of Common Stock subject to
         the Plan may be unissued shares or reacquired shares, bought on the
         market or otherwise.

         5.       ELIGIBILITY.

                  (a) ELIGIBILITY FOR SPECIFIC STOCK AWARDS. Incentive Stock
         Options may be granted only to Employees. Stock Awards other than
         Incentive Stock Options may be granted to Employees and Directors of
         the Company and its Affiliates.

                  (b) TEN PERCENT STOCKHOLDERS. A Ten Percent Stockholder shall
         not be granted an Incentive Stock Option unless the exercise price of
         such Option is at least one hundred ten percent (110%) of the Fair
         Market Value of the Common Stock at the date of grant and the Option is
         not exercisable after the expiration of five (5) years from the date of
         grant.

         6.       OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate; provided, however, that
notwithstanding anything in this Plan to the contrary, the terms of the
Peninsula Awards shall not be inconsistent with the terms of the Peninsula stock
option plans in effect on December 18, 2000. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of



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         Option. The provisions of separate Options need not be identical, but
         each Option shall include (through incorporation of provisions hereof
         by reference in the Option or otherwise) the substance of each of the
         following provisions:

                  (a) TERM. Subject to the provisions of Subsection 5(b)
         regarding Ten Percent Stockholders, no Incentive Stock Option shall be
         exercisable after the expiration of ten (10) years from the date it was
         granted.

                  (b) EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to
         the provisions of Subsection 5(b) regarding Ten Percent Stockholders,
         the exercise price of each Incentive Stock Option shall be not less
         than one hundred percent (100%) of the Fair Market Value of the Common
         Stock subject to the Option on the date the Option is granted.
         Notwithstanding the foregoing, an Incentive Stock Option may be granted
         with an exercise price lower than that set forth in the preceding
         sentence if such Option is granted pursuant to an assumption or
         substitution for another option in a manner satisfying the provisions
         of Section 424(a) of the Code.

                  (c) EXERCISE PRICE OF A NONSTATUTORY STOCK OPTION. The
         exercise price of each Nonstatutory Stock Option shall be not less than
         one hundred percent (100%) of the Fair Market Value of the Common Stock
         subject to the Option on the date the Option is granted.
         Notwithstanding the foregoing, a Nonstatutory Stock Option may be
         granted with an exercise price lower than that set forth in the
         preceding sentence if such Option is granted pursuant to an assumption
         or substitution for another option in a manner satisfying the
         provisions of Section 424(a) of the Code.

                  (d) CONSIDERATION. The purchase price of Common Stock acquired
         pursuant to an Option shall be paid, to the extent permitted by
         applicable statutes and regulations, either (i) in cash at the time the
         Option is exercised or (ii) at the discretion of the Board at the time
         of the grant of the Option (or subsequently in the case of a
         Nonstatutory Stock Option) (1) by delivery to the Company of other
         Common Stock or (2) in any other form of legal consideration that may
         be acceptable to the Board. Unless otherwise specifically provided in
         the Option, the purchase price of Common Stock acquired pursuant to an
         Option that is paid by delivery to the Company of other Common Stock
         acquired, directly or indirectly from the Company, shall be paid only
         by shares of the Common Stock of the Company that have been held for
         more than six (6) months (or such longer or shorter period of time
         required to avoid a charge to earnings for financial accounting
         purposes).

                  (e) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive
         Stock Option shall not be transferable except by will or by the laws of
         descent and distribution and shall be exercisable during the lifetime
         of the Optionholder only by the Optionholder. Notwithstanding the
         foregoing, the Optionholder may, by delivering written notice to the
         Company, in a form satisfactory to the Company, designate a third party
         who, in the event of the death of the Optionholder, shall thereafter be
         entitled to exercise the Option.

                  (f) TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A
         Nonstatutory Stock Option shall be transferable to the extent provided
         in the Option Agreement. If the Nonstatutory Stock Option does not
         provide for transferability, then the Nonstatutory Stock Option shall
         not be transferable except by will or by the laws of descent and
         distribution and shall be exercisable during the lifetime of the
         Optionholder only by the Optionholder. Notwithstanding the foregoing,
         the Optionholder may, by delivering written notice to the Company, in a
         form satisfactory to the Company, designate a third party who, in the
         event of the death of the Optionholder, shall thereafter be entitled to
         exercise the Option.

                  (g) VESTING GENERALLY. The total number of shares of Common
         Stock subject to an Option may, but need not, vest and therefore become
         exercisable in periodic installments that may, but need not, be equal.
         The Option may be subject to such other terms and conditions on the
         time or times when it may be exercised (which may be based on
         performance or other criteria) as the Board may deem appropriate. The



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         vesting provisions of individual Options may vary. The provisions of
         this Subsection 6(g) are subject to any Option provisions governing the
         minimum number of shares of Common Stock as to which an Option may be
         exercised.

                  (h) TERMINATION OF CONTINUOUS SERVICE. In the event an
         Optionholder's Continuous Service terminates (other than upon the
         Optionholder's death or Disability), the Optionholder may exercise his
         or her Option (to the extent that the Optionholder was entitled to
         exercise such Option as of the date of termination) but only within
         such period of time ending on the earlier of (i) the date three (3)
         months following the termination of the Optionholder's Continuous
         Service (or such longer or shorter period specified in the Option
         Agreement), or (ii) the expiration of the term of the Option as set
         forth in the Option Agreement. If, after termination, the Optionholder
         does not exercise his or her Option within the time specified in the
         Option Agreement, the Option shall terminate.

                  (i) EXTENSION OF TERMINATION DATE. An Optionholder's Option
         Agreement may also provide that if the exercise of the Option following
         the termination of the Optionholder's Continuous Service (other than
         upon the Optionholder's death or Disability) would be prohibited at any
         time solely because the issuance of shares of Common Stock would
         violate the registration requirements under the Securities Act, then
         the Option shall terminate on the earlier of (i) the expiration of the
         term of the Option set forth in Subsection 6(a) or (ii) the expiration
         of a period of three (3) months after the termination of the
         Optionholder's Continuous Service during which the exercise of the
         Option would not be in violation of such registration requirements.

                  (j) DISABILITY OF OPTIONHOLDER. In the event that an
         Optionholder's Continuous Service terminates as a result of the
         Optionholder's Disability, the Optionholder may exercise his or her
         Option (to the extent that the Optionholder was entitled to exercise
         such Option as of the date of termination), but only within such period
         of time ending on the earlier of (i) the date twelve (12) months
         following such termination (or such longer or shorter period specified
         in the Option Agreement) or (ii) the expiration of the term of the
         Option as set forth in the Option Agreement. If, after termination, the
         Optionholder does not exercise his or her Option within the time
         specified herein, the Option shall terminate.

                  (k) DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's
         Continuous Service terminates as a result of the Optionholder's death
         or (ii) the Optionholder dies within the period (if any) specified in
         the Option Agreement after the termination of the Optionholder's
         Continuous Service for a reason other than death, then the Option may
         be exercised (to the extent the Optionholder was entitled to exercise
         such Option as of the date of death) by the Optionholder's estate, by a
         person who acquired the right to exercise the Option by bequest or
         inheritance or by a person designated to exercise the Option upon the
         Optionholder's death pursuant to Subsection 6(e) or 6(f), but only
         within the period ending on the earlier of (1) the date twelve (12)
         months following the date of death (or such longer or shorter period
         specified in the Option Agreement) or (2) the expiration of the term of
         such Option as set forth in the Option Agreement. If, after death, the
         Option is not exercised within the time specified herein, the Option
         shall terminate.

                  (l) EARLY EXERCISE. The Option may, but need not, include a
         provision whereby the Optionholder may elect at any time before the
         Optionholder's Continuous Service terminates to exercise the Option as
         to any part or all of the shares of Common Stock subject to the Option
         prior to the full vesting of the Option. Any unvested shares of Common
         Stock so purchased may be subject to a repurchase option in favor of
         the Company or to any other restriction the Board determines to be
         appropriate.



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         7.       PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

                  (a) STOCK BONUS AWARDS. Each stock bonus agreement shall be in
         such form and shall contain such terms and conditions as the Board
         shall deem appropriate. The terms and conditions of stock bonus
         agreements may change from time to time, and the terms and conditions
         of separate stock bonus agreements need not be identical, but each
         stock bonus agreement shall include (through incorporation of
         provisions hereof by reference in the agreement or otherwise) the
         substance of each of the following provisions:

                           (i) CONSIDERATION. A stock bonus may be awarded in
                  consideration for past services actually rendered to the
                  Company or an Affiliate for its benefit.

                           (ii) VESTING. Shares of Common Stock awarded under
                  the stock bonus agreement may, but need not, be subject to a
                  share reacquisition right in favor of the Company in
                  accordance with a vesting schedule to be determined by the
                  Board.

                           (iii) TERMINATION OF PARTICIPANT'S CONTINUOUS
                  SERVICE. In the event a Participant's Continuous Service
                  terminates, the Company may reacquire any or all of the shares
                  of Common Stock held by the Participant which have not vested
                  as of the date of termination under the terms of the stock
                  bonus agreement.

                           (iv) TRANSFERABILITY. Rights to acquire shares of
                  Common Stock under the stock bonus agreement shall be
                  transferable by the Participant only upon such terms and
                  conditions as are set forth in the stock bonus agreement, as
                  the Board shall determine in its discretion, so long as Common
                  Stock awarded under the stock bonus agreement remains subject
                  to the terms of the stock bonus agreement.

                  (b) RESTRICTED STOCK AWARDS. Each restricted stock agreement
         shall be in such form and shall contain such terms and conditions as
         the Board shall deem appropriate. The terms and conditions of the
         restricted stock agreements may change from time to time, and the terms
         and conditions of separate restricted stock agreements need not be
         identical, but each restricted stock agreement shall include (through
         incorporation of provisions hereof by reference in the agreement or
         otherwise) the substance of each of the following provisions:

                           (i) VESTING. Shares of Common Stock acquired under
                  the restricted stock agreement may, but need not, be subject
                  to a share repurchase option in favor of the Company in
                  accordance with a vesting schedule to be determined by the
                  Board.

                           (ii) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE.
                  In the event a Participant's Continuous Service terminates,
                  the Company may repurchase or otherwise reacquire any or all
                  of the shares of Common Stock held by the Participant which
                  have not vested as of the date of termination under the terms
                  of the restricted stock agreement.

                           (iii) TRANSFERABILITY. Rights to acquire shares of
                  Common Stock under the restricted stock agreement shall be
                  transferable by the Participant only upon such terms and
                  conditions as are set forth in the restricted stock agreement,
                  as the Board shall determine in its discretion, so long as
                  Common Stock awarded under the restricted stock agreement
                  remains subject to the terms of the restricted stock purchase
                  agreement.


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         8.       COVENANTS OF THE COMPANY.

                  (a) AVAILABILITY OF SHARES. During the terms of the Stock
         Awards, the Company shall keep available at all times the number of
         shares of Common Stock required to satisfy such Stock Awards.

                  (b) SECURITIES LAW COMPLIANCE. The Company shall seek to
         obtain from each regulatory commission or agency having jurisdiction
         over the Plan such authority as may be required to grant Stock Awards
         and to issue and sell shares of Common Stock upon exercise of the Stock
         Awards; PROVIDED, HOWEVER, that this undertaking shall not require the
         Company to register under the Securities Act or any state securities
         law the Plan, any Stock Award or any Common Stock issued or issuable
         pursuant to any such Stock Award. If, after reasonable efforts, the
         Company is unable to obtain from any such regulatory commission or
         agency the authority which counsel for the Company deems necessary for
         the lawful issuance and sale of Common Stock under the Plan, the
         Company shall be relieved from any liability for failure to issue and
         sell Common Stock upon exercise of such Stock Awards unless and until
         such authority is obtained.

         9.       USE OF PROCEEDS FROM STOCK.

                  Proceeds from the sale of Common Stock pursuant to Stock
         Awards shall constitute general funds of the Company.

         10.      MISCELLANEOUS.

                  (a) ACCELERATION OF EXERCISABILITY AND VESTING. The Board
         shall have the power to accelerate the time at which a Stock Award may
         first be exercised or the time during which a Stock Award or any part
         thereof will vest in accordance with the Plan, notwithstanding the
         provisions in the Stock Award stating the time at which it may first be
         exercised or the time during which it will vest.

                  (b) STOCKHOLDER RIGHTS. No Participant shall be deemed to be
         the holder of, or to have any of the rights of a holder with respect
         to, any shares of Common Stock subject to such Stock Award unless and
         until such Participant has satisfied all requirements for exercise of
         the Stock Award pursuant to its terms.

                  (c) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan
         or any instrument executed or Stock Award granted pursuant thereto
         shall confer upon any Participant any right to continue to serve the
         Company or an Affiliate in the capacity in effect at the time the Stock
         Award was granted or shall affect the right of the Company or an
         Affiliate to terminate (i) the employment of an Employee with or
         without notice and with or without cause or (ii) the service of a
         Director pursuant to the Bylaws of the Company or an Affiliate, and any
         applicable provisions of the corporate law of the state in which the
         Company or the Affiliate is incorporated, as the case may be.

                  (d) INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent
         that the aggregate Fair Market Value (determined at the time of grant)
         of Common Stock with respect to which Incentive Stock Options are
         exercisable for the first time by any Optionholder during any calendar
         year (under all plans of the Company and its Affiliates) exceeds one
         hundred thousand dollars ($100,000), the Options or portions thereof
         which exceed such limit (according to the order in which they were
         granted) shall be treated as Nonstatutory Stock Options.

                  (e) INVESTMENT ASSURANCES. The Company may require a
         Participant, as a condition of exercising or acquiring Common Stock
         under any Stock Award, (i) to give written assurances satisfactory to
         the Company as to the Participant's knowledge and experience in
         financial and business matters and/or to employ a purchaser
         representative reasonably satisfactory to the Company who is




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         knowledgeable and experienced in financial and business matters and
         that he or she is capable of evaluating, alone or together with the
         purchaser representative, the merits and risks of exercising the Stock
         Award; and (ii) to give written assurances satisfactory the Company
         stating that the Participant is acquiring Common Stock subject to the
         Stock Award for the Participant's own account and not with any present
         intention of selling or otherwise distributing the Common Stock. The
         foregoing requirements, and any assurances given pursuant to such
         requirements, shall be inoperative if (1) the issuance of the shares of
         Common Stock upon the exercise or acquisition of Common Stock under the
         Stock Award has been registered under a then currently effective
         registration statement under the Securities Act or (2) as to any
         particular requirement, a determination is made by counsel for the
         Company that such requirement need not be met in the circumstances
         under the then applicable securities laws. The Company may, upon advice
         of counsel to the Company, place legends on stock certificates issued
         under the Plan as such counsel deems necessary or appropriate in order
         to comply with applicable securities laws, including, but not limited
         to, legends restricting the transfer of the Common Stock.

                  (f) WITHHOLDING OBLIGATIONS. To the extent provided by the
         terms of a Stock Award Agreement, the Participant may satisfy any
         federal, state or local tax withholding obligation relating to the
         exercise or acquisition of Common Stock under a Stock Award by any of
         the following means (in addition to the Company's right to withhold
         from any compensation paid to the Participant by the Company) or by a
         combination of such means:

                           (i) tendering a cash payment;

                           (ii) authorizing the Company to withhold shares of
                  Common Stock from the shares of Common Stock otherwise
                  issuable to the Participant as a result of the exercise or
                  acquisition of Common Stock under the Stock Award, PROVIDED,
                  HOWEVER, that the Company shall not be authorized to withhold
                  shares of Common Stock in excess of the minimum statutory
                  rates for federal or state tax purposes, including payroll
                  taxes; or

                           (iii) delivering to the Company owned and
                  unencumbered shares of Common Stock.

         11.      ADJUSTMENTS UPON CHANGES IN COMMON STOCK.

                  (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the
         Common Stock subject to the Plan, or subject to any Stock Award,
         without the receipt of consideration by the Company (through merger,
         consolidation, reorganization, recapitalization, reincorporation, stock
         dividend, dividend in property other than cash, stock split,
         liquidating dividend, combination of shares, exchange of shares, change
         in corporate structure or other transaction not involving the receipt
         of consideration by the Company), the Plan will be appropriately
         adjusted in the class(es) and maximum number of securities subject to
         the Plan pursuant to Subsection 4(a), including the shares reserved
         pursuant to Subsection 4(b), and the outstanding Stock Awards will be
         appropriately adjusted in the class(es) and number of securities and
         price per share of Common Stock subject to such outstanding Stock
         Awards. The Board shall make such adjustments, and its determination
         shall be final, binding and conclusive. (The conversion of any
         convertible securities of the Company shall not be treated as a
         transaction "without receipt of consideration" by the Company.)

                  (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution
         or liquidation of the Company, then all outstanding Stock Awards shall
         terminate immediately prior to such event.



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                  (c) CORPORATE TRANSACTION. In the event of a Corporate
         Transaction, any surviving corporation or acquiring corporation may
         assume any Stock Awards outstanding under the Plan or may substitute
         similar stock awards (including an award to acquire the same
         consideration paid to the stockholders pursuant to the Corporate
         Transaction). In the event any surviving corporation or acquiring
         corporation refuses to assume such Stock Awards or to substitute
         similar stock awards for those outstanding under the Plan, then with
         respect to Stock Awards held by Participants whose Continuous Service
         has not terminated as of the effective date of the Corporate
         Transaction, the vesting of such Stock Awards (and, if applicable, the
         time during which such Stock Awards may be exercised) shall be
         accelerated in full, and the Stock Awards shall terminate if not
         exercised (if applicable) at or prior to such effective date. With
         respect to any other Stock Awards outstanding under the Plan, such
         Stock Awards shall terminate if not exercised (if applicable) prior the
         effective date of the Corporate Transaction.

                  (d) CHANGE IN CONTROL. If a Change in Control occurs and
         within thirteen (13) months after the effective date of such Change in
         Control the Continuous Service of a Participant terminates due to an
         involuntary termination (not including death or Disability) without
         Cause or due to a voluntary termination with Good Reason, then the
         vesting and exercisability of all Stock Awards held by such Participant
         shall be accelerated in full.

         12.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

                  (a) AMENDMENT OF PLAN. The Board at any time, and from time to
         time, may amend the Plan. However, except as provided in Section 11
         relating to adjustments upon changes in Common Stock, no amendment
         shall be effective unless approved by the stockholders of the Company
         to the extent stockholder approval is necessary to satisfy the
         requirements of Section 422 of the Code.

                  (b) STOCKHOLDER APPROVAL. The Board may, in its sole
         discretion, submit any other amendment to the Plan for stockholder
         approval.

                  (c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that
         the Board may amend the Plan in any respect the Board deems necessary
         or advisable to provide eligible Employees with the maximum benefits
         provided or to be provided under the provisions of the Code and the
         regulations promulgated thereunder relating to Incentive Stock Options
         and/or to bring the Plan and/or Incentive Stock Options granted under
         it into compliance therewith.

                  (d) NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award
         granted before amendment of the Plan shall not be impaired by any
         amendment of the Plan unless (i) the Company requests the consent of
         the Participant and (ii) the Participant consents in writing.

                  (e) AMENDMENT OF STOCK AWARDS. The Board at any time, and from
         time to time, may amend the terms of any one or more Stock Awards;
         PROVIDED, HOWEVER, that the rights under any Stock Award shall not be
         impaired by any such amendment unless (i) the Company requests the
         consent of the Participant and (ii) the Participant consents in
         writing.

         13.      TERMINATION OR SUSPENSION OF THE PLAN.

                  (a) PLAN TERM. The Board may suspend or terminate the Plan at
         any time. Unless sooner terminated, the Plan shall terminate on the day
         before the tenth (10th) anniversary of the date the Plan is adopted by
         the Board or approved by the stockholders of the Company, whichever is
         earlier. No Stock Awards may be granted under the Plan while the Plan
         is suspended or after it is terminated.



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<PAGE>   14


                  (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the
         Plan shall not impair rights and obligations under any Stock Award
         granted while the Plan is in effect except with the written consent of
         the Participant.

         14.      EFFECTIVE DATE OF PLAN.

                  The Plan shall become effective on March 30, 2001, but no
         Stock Award shall be exercised (or, in the case of a stock bonus, shall
         be granted) unless and until the Plan has been approved by the
         stockholders of the Company, which approval shall be within twelve (12)
         months after the date the Plan is adopted by the Board.

         15.      CHOICE OF LAW.

                  The law of the State of Florida shall govern all questions
         concerning the construction, validity and interpretation of this Plan,
         without regard to such state's conflict of law rules.




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