SILK BOTANICALS.COM, INC.

                      2001 EQUITY INCENTIVE PLAN


                              SECTION 1.
                               PURPOSE.

The purposes of the Silk Botanicals.com, Inc. 2001 Equity Incentive Plan
(the "Plan") are to promote the interests of Silk Botanicals.com, Inc.
(the "Company") and its shareholders by (i) attracting and retaining key
employees, consultants and non-employee directors of the Company and its
Affiliates; (ii) motivating such individuals by means of performance-
related incentives to achieve long-range performance goals; (iii)
enabling such individuals to participate in the long-term growth and
financial success of the Company; and (iv) linking compensation to the
long-term interests of shareholders. With respect to any awards granted
under the Plan that are intended to comply with the requirements of
"performance-based compensation" under Section 162(m) of the Code (as
defined below), the Plan shall be interpreted in a manner consistent
with such requirements.

                             SECTION 2.
                            DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set
forth below:

          "Affiliate" shall mean (i) any entity that, directly or
indirectly, is controlled by the Company, (ii) any entity in which the
Company has a significant equity interest and (iii) an affiliate of the
Company, as defined in Rule 12b-2 promulgated under Section 12 of the
Exchange Act, in each case as determined by the Committee.

          "Award" shall mean any Stock, Unrestricted Stock, Stock
Option, Restricted Stock Award, Restricted Stock Unit, Other Stock-Based
Award or Performance Award.

          "Award Agreement" shall mean any written agreement, contract,
or other instrument or document evidencing any Award, which may, but
need not, be executed or acknowledged by a Participant.

          "Board" shall mean the Board of Directors of the Company.

          "Cause" shall mean, unless otherwise defined in the applicable
Award Agreement, (i) the engaging by the Participant in willful
misconduct that  is injurious to the Company or its Affiliates, (ii) the
embezzlement or  misappropriation of funds or property of the Company or
its Affiliates by the Participant, or (iii) the willful failure or refusal
by the Participant to  substantially perform his or her duties or
responsibilities that continues after being brought to the attention of
the Participant (other than any such failure resulting from the
Participant's incapacity due to Disability). For purposes of this
paragraph, no act, or failure to act, on the Participant's part shall be
considered "willful" unless done, or omitted to be done, by him or her
not in good faith and without reasonable belief that his or her action


<PAGE>    Exhibit 10.1 - Pg. 1


or omission was in the best interest of the Company. Any determination
of Cause shall be made by the Committee in its sole discretion. Any such
determination shall be final and binding on a  Participant.

          "Change in Control" shall mean, unless otherwise defined in
the applicable Award Agreement, a change in control of the Company,
which will  be deemed to have occurred if:

          (i) any "Person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than (A) the Company, (B) any trustee
or other fiduciary holding securities under an employee benefit plan of
the Company, and (C) any corporation owned, directly or indirectly, by
the shareholders of the Company in substantially the same proportions as
their ownership of      Shares), is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company (not including any securities
acquired directly from the Company or  its Affiliates) representing 25%
or more of the combined voting power of the Company's then outstanding
voting securities;

          (ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the effective date (as defined in Section 16(a) of
the Plan), constitute the  Board and any new director (other than a
director whose initial assumption of office is in connection with an
actual or threatened election contest,  including but not limited to a
consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the  Board or nomination for
election by the Company's shareholders was approved or recommended by a
vote of at least two-thirds (2/3) of the directors then  still in office
who either were directors on the effective date of the Plan or whose
appointment, election or nomination for election was previously so
approved or recommended;

          (iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (A) a merger or consolidation that would
result in  the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving or parent
entity) more  than 60% of the combined voting power of the voting
securities of the Company or such surviving or parent entity outstanding
immediately after  such merger or consolidation or (B) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no "person" (as defined above),
directly or indirectly, acquired 40%  or more of the combined voting
power of the Company's then outstanding  securities (not including any
securities acquired directly from the Company or its Affiliates); or

          (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all
of the  Company's assets (or any transaction having a similar effect),
other than a sale or disposition by the Company of all or substantially
all of the Company's assets to an entity, at least 60% of the combined
voting power of the voting securities of which are owned by shareholders
of the Company in substantially the same proportions as their ownership
of the Company  immediately prior to such sale.


<PAGE>    Exhibit 10.1 - Pg. 2


          "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

          "Committee" shall mean a committee of the Board (which may
include the entire Board) designated by the Board to administer the
Plan. The Committee shall be the Compensation Committee or a sub-
committee thereof, unless the Board shall appoint another committee to
administer the Plan. Notwithstanding the foregoing, for purposes of
discretionary awards granted  to Non-Employee Directors pursuant to
Section 10 of the Plan, references to the Committee shall be deemed to
be references to the Board.

          "Covered Officer" shall mean at any date (i) any individual
who, with respect to the previous taxable year of the Company, was a
"covered employee" of the Company within the meaning of Section 162(m);
provided, however, that the term "Covered Officer" shall not include any
such individual who is designated by the Committee, in its discretion,
at the time of any Award or at any subsequent time, as reasonably
expected not to be such a "covered employee" with respect to the current
taxable year of  the Company and (ii) any individual who is designated
by the Committee, in its discretion, at the time of any Award or at any
subsequent time, as reasonably expected to be such a "covered employee"
with respect to the current taxable year of the Company or with respect
to the taxable year of  the Company in which any applicable Award will
be paid.

          "Disability" shall mean, unless otherwise defined in the
applicable Award Agreement, a disability that would qualify as such
under the Company's then current long-term disability plan.

          "Employee" shall mean an employee of the Company or of any
Affiliate.

          "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

          "Fair Market Value" with respect to the Shares, as of any
date, shall mean (i) the closing sales price of the Shares on NASDAQ, or
any other such exchange on which the shares are traded, on such date, or
in the absence of reported sales on such date, the closing sales price
on the immediately preceding date on which sales were reported or (ii)
in the event there is no public market for the Shares, the fair market
value as determined, in good faith, by the Committee in its sole
discretion.

          "Incentive Stock Option" shall mean an option to purchase
Shares from the Company that is granted under Section 8 of the Plan and
that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.

          "Issue Date" shall mean the date established by the Committee
on which certificates representing shares of Restricted Stock shall be
issued by the Company.

          "Non-Qualified Stock Option" shall mean an option to purchase
Shares from the Company that is granted under Section 8 of the Plan and
that is not intended to be an Incentive Stock Option.

          "Non-Employee Director" shall mean a member of the Board who
is not an employee of the Company or any of its Affiliates.


<PAGE>    Exhibit 10.1 - Pg. 3


          "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

          "Other Stock-Based Award" shall mean any award granted under
Section 11 of the Plan.

          "Participant" shall mean any Employee, Non-Employee Director
or consultant who receives an Award under the Plan, and upon his or her
death, their successor, heirs, executors and administrators, as the case
may be.

          "Performance Award" shall mean any right granted under Section
10 of the Plan.

          "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.

          "Restricted Stock" shall mean any Share granted under Section
9 of the  Plan.

          "Restricted Stock Unit" shall mean any unit granted under
Section 9 of the Plan.

          "Retirement" shall mean, unless otherwise defined in the
applicable Award Agreement, retirement of a Participant from the employ
or service of the Company and any of its Affiliates in accordance with
the terms of the applicable Company retirement plan or, if a Participant
is not covered by  any such plan, retirement on or after such
Participant's 65th birthday.

          "SEC" shall mean the Securities and Exchange Commission or any
successor thereto and shall include the staff thereof.

          "Section 16" shall mean Section 16 of the Exchange Act and the
rules promulgated thereunder and any successor provision thereto as in
effect from time to time.

          "Section 162(m) shall mean Section 162(m) of the Code and the
rules promulgated thereunder or any successor provision thereto as in
effect from  time to time.

          "Shares" shall mean shares of the Common Stock, $0.0001 par
value, of the Company, or such other securities of the Company as may be
designated by the Committee from time to time.

          "Substitute Awards" shall mean Awards granted solely in
assumption of, or in substitution for, outstanding awards previously
granted by a company  acquired by the Company or with which the Company
combines.


                              SECTION 3.
                           ADMINISTRATION.

     (a)  Authority of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority


<PAGE>    Exhibit 10.1 - Pg. 4


to: (i) designate Participants; (ii) determine the type or types of
Awards to be granted to a Participant; (iii) determine the number of
Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv)
determine the terms and conditions of any Award; (v) determine whether,
to what extent, and under what circumstances Awards may be settled, or
exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited, or suspended and the method or methods
by which Awards may be settled, exercised, canceled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the proper
administration  of the Plan; and (ix) make any other determination and
take any other action that the Committee deems necessary or desirable
for the administration of the Plan.

     (b)  Committee Discretion Binding. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations,
and other decisions under or with respect to the Plan or any Award shall
be within the sole discretion of the Committee, may be made at any time
and shall be final, conclusive, and binding upon all Persons, including
the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award, any Employee,
any Non-Employee Director and any consultant.

     (c)  Delegation. Subject to the terms of the Plan and applicable
law, the Committee may delegate to one or more officers or managers of
the Company or any Affiliate, or to a committee of such officers or
managers, the authority, subject to such terms and limitations as the
Committee shall determine, to grant Awards to, or to cancel, modify or
waive rights with respect to, or to alter, discontinue, suspend, or
terminate Awards held by, Participants who are not officers or directors
of the Company for purposes of Section 16 or who are otherwise not
subject to such Section.

     (d)  No Liability.  No member of the Committee shall be liable for
any action, omission, or determination relating to the Plan, and the
company shall indemnify and hold harmless each member of the Committee
and each other director or employee of the Company to whom any duty or
power relating to the administration or interpretation of the Plan has
been delegated against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the
approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, director or
employee in bad faith and without reasonable belief that it was in the
best interests of the Company.

                             SECTION 4.
                   SHARES AVAILABLE FOR AWARDS.

     (a)  Shares Available. Subject to adjustment as provided in Section
4(b), the number of Shares with respect to which Awards may be granted
under the Plan shall be one hundred thousand (100,000).  If, after the
effective date of the Plan, any Shares covered by an Award granted under
the Plan, or to which such an Award relates, are forfeited, or if such
an Award is settled for cash or otherwise terminates or is canceled


<PAGE>    Exhibit 10.1 - Pg. 5


without the delivery of Shares, then the Shares covered by such Award,
or to which such Award relates, or the number of Shares otherwise
counted against the aggregate number of Shares with respect to which
Awards may be granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall again become Shares with respect to
which Awards may be granted. In the event that any Option or other Award
granted hereunder is exercised through the delivery of Shares or in the
event that withholding tax liabilities arising from such Award are
satisfied by the withholding of Shares by the Company, the number of
Shares available for Awards under the Plan shall be increased by the
number of Shares so surrendered or withheld.

     (b)  Adjustments.  In the event that the Committee determines that
any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall,
in such manner as it may deem equitable: (i) adjust any or all of (1)
the number of Shares or other securities of the Company (or number and
kind of other securities or property) with respect to which Awards may
be granted, (2) the maximum number of Shares subject to Awards granted
to a Participant pursuant to Sections 4(a) and 11(b) of the Plan, (3)
the number of Shares or other securities of the Company (or number and
kind of other securities or property) subject to outstanding Awards and
(4) the grant or exercise price with respect to any Award; (ii) if
deemed appropriate, provide for an equivalent award in respect of
securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect; or (iii) if deemed
appropriate, make provision for a cash payment to the holder of an
outstanding Award; provided, in each case, that (A) with respect to
Awards of Incentive Stock Options no such adjustment shall be authorized
to the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code, as from time to time amended and (B) with
respect to any Award no such adjustment shall be authorized to the
extent that such authority would be inconsistent with the Plan's meeting
the requirements of Section 162(m), unless otherwise determined by the
Committee.

     (c)  Substitute Awards. Any Shares underlying Substitute Awards
shall not, unless required by Section 16, be counted against the Shares
available for Awards under the Plan.

     (d)  Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist, in whole or in part, of
newly issued shares, authorized and unissued Shares or of treasury
Shares, and the Company hereby reserves one hundred thousand (100,000)
shares of Common Stock for issuance pursuant to the Plan.



<PAGE>    Exhibit 10.1 - Pg. 6


                             SECTION 5.
                            ELIGIBILITY.

Any Employee (including any officer or employee-director of the Company
or any Affiliate who is not a member of the Committee), Non-Employee
Director or consultant shall be eligible to be designated a Participant;
provided that Non-Employee Directors shall only be eligible to receive
Awards granted pursuant to Section 10.

                             SECTION 6.
                            CASH BONUSES.

The Committee may, in its absolute discretion, grant, in connection with
any grant of Restricted Stock or Stock Bonus or at any time thereafter,
a cash bonus, payable promptly after the date on which the Participant
is required to recognize income for federal income tax purposes in
connection with such Restricted Stock or Stock Bonus, in such amounts as
the Committee shall determine from time to time; provided however, that
in no event shall the amount of a Cash Bonus exceed the Fair Market
Value of the related shares of Restricted Stock or Stock Bonus on such
date.  A Cash Bonus shall be subject to such conditions as the Committee
shall determine at the time of the grant of such Cash Bonus.


                             SECTION 7.
                           STOCK BONUSES.

The Committee shall grant Stock Bonuses in such amounts as it shall
determine from time to time.  A Stock Bonus shall be paid at such time
and subject to such conditions as the Committee shall determine at the
time of the grant of such Stock Bonus.  Certificates for shares of
Common Stock granted as a Stock Bonus shall be issued in the name of the
Participant to whom such grant was made and delivered to such
Participant as soon as practicable after the date on which such Stock
Bonus is required to be paid.

                             SECTION 8.
                           STOCK OPTIONS.

The Committee may grant Options pursuant to the Plan, which Options
shall be evidenced by agreements in such form as the Committee shall
from time to time approve.  Options shall comply with and be subject to
the following terms and conditions:

     (a)  Grant. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Participants to
whom Options shall be granted, the number of Shares to be covered by
each Option, the option price and the conditions and limitations
applicable to the exercise of the Option. The Committee shall have the
authority to grant Incentive Stock Options, or to grant Non-Qualified
Stock Options, or to grant both types of options. In the case of
Incentive Stock Options, the terms and conditions of such grants shall
be subject to and comply with such rules as may be prescribed by Section
422 of the Code, as from time to time amended, and any regulations
implementing such statute.


<PAGE>    Exhibit 10.1 - Pg. 7


     (b)  Exercise Price. The Committee in its sole discretion shall
establish the exercise price at the time each Option is granted. Except
in the case of Substitute Awards, the exercise price of an Option may
not be less than the Fair Market Value on the date of grant of such
Option.

     (c)  Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter. The
Committee may impose such conditions with respect to the exercise of
options, including without limitation, any relating to the application
of federal, state or foreign securities laws or the Code, as it may deem
necessary or advisable.  Each Option shall be exercisable in whole or in
part; provided, that no partial exercise of an Option shall be for an
aggregate exercise price of less than $1,000.  The partial exercise of
an Option shall not cause the expiration, termination or cancellation of
the remaining portion of such Option.  Notwithstanding the foregoing, an
Option shall not be exercisable after the expiration of ten years from
the date such Option was granted.

     (d)  Payment. No Shares shall be delivered pursuant to any exercise
of an Option until payment in full of the option price is received by
the Company. Such payment may be made in cash, or its equivalent, or by
exchanging Shares owned by the Participant for at least six months
(which are not the subject of any pledge or other security interest), or
by a combination of the foregoing, provided that the combined value of
all cash and cash equivalents and the Fair Market Value of any such
Shares so tendered to the Company as of the date of such tender is at
least equal to such option price. A Participant may elect to pay all or
any portion of the aggregate exercise price by having Shares with a Fair
Market Value on the date of exercise equal to the aggregate exercise
price withheld by the Company or sold by a broker-dealer.


                           SECTION 9.
         RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

The Committee may grant shares of Restricted Stock and Restricted Stock
Units pursuant to the Plan.  Each grant of shares of Restricted Stock
shall be evidenced by an agreement in such form as the Committee shall
from time to time approve.  Each grant of shares of Restricted Stock
shall comply with and be subject to the following terms and conditions:

     (a)  Grant. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Participants to
whom Shares of Restricted Stock and Restricted Stock Units shall be
granted, the number of Shares of Restricted Stock and/or the number of
Restricted Stock Units to be granted to each Participant, the duration
of the period during which, and the conditions under which, the
Restricted Stock and Restricted Stock Units may be forfeited to the
Company, and the other terms and conditions of such Awards.

     (b)  Transfer Restrictions. Shares of Restricted Stock and
Restricted Stock Units may not be sold, assigned, transferred, pledged
or otherwise encumbered, except, in the case of Restricted Stock, as
provided in the Plan or the applicable Award Agreements. Certificates
issued in respect of Shares of Restricted Stock shall be registered in
the name of the Participant and deposited by such Participant, together
with a stock power endorsed in blank, with the Company. Upon the lapse


<PAGE>    Exhibit 10.1 - Pg. 8


of the restrictions applicable to such Shares of Restricted Stock, the
Company shall deliver such certificates to the Participant or the
Participant's legal representative.

     (c)  Payment. Each Restricted Stock Unit shall have a value equal to
the Fair Market Value of a Share. Restricted Stock Units shall be paid
in cash, Shares, other securities or other property, as determined in
the sole discretion of the Committee, upon the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Award
Agreement.

     (d)  Dividends and Distributions. Dividends and other distributions
paid on or in respect of Restricted Stock or Restricted Stock Units may
be paid directly to the Participant, or may be reinvested in additional
Shares of Restricted Stock or in additional Restricted Stock Units, as
determined by the Committee in its sole discretion.


                              SECTION 10.
                         PERFORMANCE AWARDS.

     (a)  Grant. The Committee shall have sole and complete authority to
determine the Participants who shall receive a "Performance Award,"
which shall consist of a right that is (i) denominated in cash or
Shares, (ii) valued, as determined by the Committee, in accordance with
the achievement of such performance goals during such performance
periods as the Committee shall establish, and (iii) payable at such time
and in such form as the Committee shall determine.

     (b)  Terms and Conditions. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the
performance goals to be achieved during any performance period, the
length of any performance period, the amount of any Performance Award
and the amount and kind of any payment or transfer to be made pursuant
to any Performance Award.

     (c)  Payment of Performance Awards. Performance Awards may be paid
in a lump sum or in installments following the close of the performance
period or, in accordance with procedures established by the Committee,
on a deferred basis.

                            SECTION 11.
                     OTHER STOCK-BASED AWARDS.

The Committee shall have authority to grant to Participants an "Other
Stock-Based Award," which shall consist of any right that is (i) not an
Award described in Sections 6 through 8 above and (ii) an Award of
Shares or an Award denominated or payable in, valued in whole or in part
by reference to, or otherwise based on or related to, Shares (including,
without limitation, securities convertible into Shares), as deemed by
the Committee to be consistent with the purposes of the Plan. Subject to
the terms of the Plan and any applicable Award Agreement, the Committee
shall determine the terms and conditions of any such Other Stock-Based
Award.


<PAGE>    Exhibit 10.1 - Pg. 9


                            SECTION 12.
                   NON-EMPLOYEE DIRECTOR AWARDS.

The Committee may provide that all or a portion of a Non-Employee
Director's annual retainer and/or meeting fees be payable (either
automatically or at the election of a Non-Employee Director) in the form
of Nonqualified Stock Options, Restricted Stock and/or Other Stock-Based
Awards, including unrestricted Shares. Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall determine the
terms and conditions of any such Awards. In addition, the Committee may,
in its sole discretion, grant awards of Restricted Stock to Non-Employee
Directors pursuant to such terms and conditions, as it may deem
advisable, so long as such terms and conditions are not inconsistent
with any other terms of the Plan.


<PAGE>    Exhibit 10.1 - Pg. 10


                           SECTION 13.
            PROVISIONS APPLICABLE TO COVERED OFFICERS
                  AND PERFORMANCE-BASED AWARDS.

     Notwithstanding anything in the Plan to the contrary, unless the
Committee determines otherwise, all performance-based Restricted Stock
Awards, Restricted Stock Units, Performance Awards, or other Stock-Based
Awards shall be subject to the terms and provisions of this Section 13.

     (a)  The Committee may grant Restricted Stock Awards, Restricted
Stock Units, Performance Awards and Other Stock-Based Awards to Covered
Officers that vest or become exercisable upon the attainment of
performance targets related to one or more performance goals selected by
the Committee from among the goals specified below. For the purposes of
this Section 13, performance goals shall be limited to one or more of
the following Company, subsidiary, operating unit or division financial
performance measures:

               (i)       earnings before interest, taxes, depreciation
                         and/or amortization
               (ii)      operating income or profit
               (iii)     return on equity, assets, capital, capital
                         employed, or  investment
               (iv)     after tax operating income
               (v)      net income
               (vi)     earnings or book value per share
               (vii)    cash flow(s)
               (viii)   total sales or revenues or sales or revenues per
                        employee
               (ix)     production (separative work units or SWUs)
               (x)      stock price or total shareholder return
               (xi)     dividends
               (xii)    strategic business objectives, consisting of one
                        or more objectives based on meeting specified cost
                        targets, business expansion goals, and goals relating
                        to acquisitions or divestitures
               (xiii)   except in the case of Section 162(m) awards to
                        Covered Officers, any other performance criteria
                        established by the Committee or any combination


<PAGE>    Exhibit 10.1 - Pg. 11


                        thereof. Each goal may be expressed on an absolute
                        and/or relative basis, may be based on or otherwise
                        employ comparisons based on internal targets, the
                        past performance of the Company and/or the past or
                        current performance of other companies, and in the
                        case of earnings-based measures, may use or employ
                        comparisons relating to capital, shareholders'
                        equity and/or shares outstanding, or to assets or
                        net assets.

     (b)  With respect to any Participant, the maximum annual number of
shares in respect of which Restricted Stock Awards, Performance Awards
and Other Stock-Based Awards may be granted under the Plan is 100,000
and the maximum annual amount of any Award settled in cash is
$1,000,000.

     (c)  To the extent necessary to comply with Section 162(m), with
respect to Restricted Stock Awards, Restricted Stock Units, Performance
Awards and Other Stock-Based Awards, no later than 90 days following the
commencement of each performance period (or such other time as may be
required or permitted by Section 162(m) of the Code), the Committee
shall, in writing, (A) select the performance goal or goals applicable
to the performance period, (B) establish the various targets and bonus
amounts which may be earned for such performance period and (C) specify
the relationship between performance goals and targets and the amounts
to be earned by each Covered Officer for such performance period.
Following the completion of each performance period, the Committee shall
certify in writing whether the applicable performance targets have been
achieved and the amounts, if any, payable to Covered Officers for such
performance period. In determining the amount earned by a Covered
Officer for a given performance period, subject to any applicable Award
Agreement, the Committee shall have the right to reduce (but not
increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to
the assessment of individual or corporate performance for the performance
period.

                             SECTION 14.
                TERMINATION OF EMPLOYMENT/SERVICE.

The Committee shall have the full power and authority to determine the
terms and conditions that shall apply to any Award upon a termination of
employment/service, including a termination by the Company without Cause,
by a Participant voluntarily, or by reason of death, Disability or
Retirement.

                             SECTION 15.
                         CHANGE IN CONTROL.

Upon a Change in Control, all outstanding Awards shall vest, become
immediately exercisable or payable or have all restrictions lifted.


<PAGE>    Exhibit 10.1 - Pg. 12


                            SECTION 16.
                    AMENDMENT AND TERMINATION.

     (a)  Amendments to the Plan.  The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time;
provided that no such amendment, alteration, suspension, discontinuation
or termination shall be made without shareholder approval if such
approval is necessary to comply with any tax or regulatory requirement
for which or with which the Board deems it necessary or desirable to
comply.

     (b)  Amendments to Awards. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel
or terminate, any Award theretofore granted, prospectively or
retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would
adversely affect the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder, or
beneficiary; and provided further that the Committee shall not have the
power to amend the terms of previously granted Awards to reduce, or
cancel such Awards and grant substitute Awards which would have the
effect of reducing the exercise price except pursuant to paragraph (c)
below.

     (c)  Adjustment of Awards Upon the Occurrence of Certain Unusual
or Nonrecurring Events. The Committee is hereby authorized to make
adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 4(b) hereof)
affecting the Company, any Affiliate, or the financial statements of the
Company or any Affiliate, or of changes in applicable laws, regulations,
or accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under
the Plan; provided that no such adjustment shall be authorized to the
extent that such authority would be inconsistent with the Plan's meeting
the requirements of Section 162(m), unless otherwise determined by the
Committee.

                             SECTION 17.
                         GENERAL PROVISIONS.

     (a)  Dividend Equivalents. In the sole and complete discretion of
the Committee, an Award may provide the Participant with dividends or
dividend equivalents, payable in cash, Shares, other securities or other
property on a current or deferred basis.

     (b)  Transferability. Except as provided below, no Award shall be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant, except by will or the laws of descent and
distribution. Notwithstanding the foregoing, a Participant may transfer
any vested Award, other than an Incentive Stock Option, to members of
his or her immediate family (defined as his or her spouse, children or
grandchildren) or to one or more trusts for the exclusive benefit of
such immediate family members or partnerships in which such immediate
family members are the only partners if the Award Agreement so provides,
the transfer is approved by the Committee and the Participant does not
receive any consideration for the transfer. Any such transferred Award
shall continue to be subject to the same terms and conditions that were
applicable to such Award immediately prior to its transfer (except that
such transferred Award shall not be further transferable by the
transferee).


<PAGE>    Exhibit 10.1 - Pg. 13

     (c)  No Rights to Awards. No Person shall have any claim to be
granted any Award, and there is no obligation for uniformity of
treatment of Employees, Non-Employee Directors, consultants,
Participants, or holders or beneficiaries of Awards. The terms and
conditions of Awards need not be the same with respect to each
recipient.

     (d)  Share Certificates. All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such
stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other
requirements of the SEC, any stock exchange upon which such Shares or
other securities are then listed, and any applicable Federal or state
laws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

     (e)  Withholding. A participant may be required to pay to the
Company or any Affiliate and the Company or any Affiliate shall have the
right and is hereby authorized to withhold from any Award, from any
payment due or transfer made under any Award or under the Plan or from
any compensation or other amount owing to a Participant the amount (in
cash, Shares, other securities, other Awards or other property) of any
applicable withholding or other taxes in respect of an Award, its
exercise, or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes. The
Committee may provide for additional cash payments to holders of Awards
to defray or offset any tax arising from the grant, vesting, exercise,
or payments of any Award.

     (f)  Award Agreements. Each Award hereunder shall be evidenced by
an Award Agreement that shall be delivered to the Participant and shall
specify the terms and conditions of the Award and any rules applicable
thereto. In the event of a conflict between the terms of the Plan and
any Award Agreement, the terms of the Award Agreement shall prevail.

     (g)  No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other compensation arrangements, which may, but
need not, provide for the grant of options, restricted stock, Shares and
other types of Awards provided for hereunder (subject to shareholder
approval if such approval is required), and such arrangements may be
either generally applicable or applicable only in
specific cases.

     (h)  No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ
of the Company or any Affiliate. Further, the Company or an Affiliate
may at any time dismiss a Participant from employment, free from any
liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement.

     (i)  No Rights as Shareholder. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award
shall have any rights as a shareholder with respect to any Shares to be
distributed under the Plan until he or she has become the holder of such
Shares. Notwithstanding the foregoing, in connection with each grant of
Restricted Stock hereunder, the applicable Award shall specify if and to


<PAGE>    Exhibit 10.1 - Pg. 14


what extent the Participant shall not be entitled to the rights of a
shareholder in respect of such Restricted Stock.

     (j)  Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan and any Award
Agreement shall be determined in accordance with the laws of the State
of Florida without giving effect to the conflict of law principles
thereof.

     (k) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan
or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the
applicable laws, or if it cannot be construed or deemed amended without,
in the determination of the Committee, materially altering the intent of
the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such
Award shall remain in full force and effect.

     (l)  Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole
discretion, it determines that the issuance or transfer of such Shares
or such other consideration might violate any applicable law or
regulation (including applicable non-U.S. laws or regulations) or
entitle the Company to recover the same under Section 16(b), and any
payment tendered to the Company by a Participant, other holder or
beneficiary in connection with the exercise of such Award shall be
promptly refunded to the relevant Participant, holder, or beneficiary.
Without limiting the generality of the foregoing, no Award granted
hereunder shall be construed as an offer to sell securities of the
Company, and no such offer shall be outstanding, unless and until the
Committee in its sole discretion has determined that any such offer, if
made, would be in compliance with all applicable requirements of the
U.S. federal or non-U.S. securities laws and any other laws to which
such offer, if made, would be subject.

        (m)  No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate
and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate
pursuant to an Award, such right shall be no greater than the right of
any unsecured general creditor of the Company or any Affiliate.

        (n)  No Fractional Shares. No fractional Shares shall be issued
or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash, other securities, or other property shall be
paid or transferred in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

        (o)  Headings. Headings are given to the Sections and subsections
of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.


<PAGE>    Exhibit 10. 1 - Pg. 15


                              SECTION 18.
                           TERM OF THE PLAN.

     (a)  Effective Date. The Plan shall be effective as of        ,
2001, provided it has been approved by the Company's shareholders.

     (b)  Expiration Date. No new Awards shall be granted under the Plan
after the tenth anniversary of the Effective Date. Unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any
Award granted hereunder may, and the authority of the Board or the
Committee to amend, alter, adjust, suspend, discontinue, or terminate
any such Award or to waive any conditions or rights under any such Award
shall, continue after the authority for grant of new Awards hereunder
has been exhausted.



<PAGE>    Exhibit 10.1 - Pg. 16