EXHIBIT 10.1
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                           RELIANT HOME WARRANTY CORP.
                            EQUITY COMPENSATION PLAN

Reliant Home Warranty Corp., a Florida corporation, (the "Corporation"),  hereby
adopts this Equity  Compensation Plan (the "Plan"),  under which Common Stock in
Lieu of Cash  Compensation  Awards  ("Awards") of the Corporation may be granted
from time to time to employees,  directors and consultants of the Corporation or
its subsidiaries, if any.

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The Plan is intended to aid the  Corporation  in  maintaining  and  developing a
management  team,   attracting  qualified  officers  and  employees  capable  of
assisting  in  the  future  success  of the  Corporation,  and  rewarding  those
individuals  who have  contributed  to the  success  of the  Corporation.  It is
designed to aid the  Corporation  in retaining  the services of  executives  and
employees and in attracting new personnel when needed for future  operations and
growth and to provide such  personnel  with an incentive to remain  employees of
the  Corporation,  to use their  best  efforts  to  promote  the  success of the
Corporation's  business,  and to provide them with an  opportunity  to obtain or
increase a  proprietary  interest  in the  Corporation.  It is also  designed to
permit the Corporation to reward those  individuals who are not employees of the
Corporation  but who are perceived by management  as having  contributed  to the
success of the  Corporation  or who are important to the continued  business and
operations of the  Corporation.  The above aims will be effectuated  through the
granting awards, subject to the terms and conditions of this Plan. Stock granted
pursuant to this Plan, may be registered on Form S-8 or other  appropriate  form
of registration statement.

A. RULE 16B-3 PLAN.

The  Corporation  is subject to the  reporting  requirements  of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and therefore the Plan is
intended  to  comply  with all  applicable  conditions  of Rule  16b-3  (and all
subsequent  revisions thereof) promulgated under the Exchange Act. To the extent
any  provision of the Plan or action by the  Committee or the Board of Directors
or Committee fails to so comply, it shall be deemed null and void, to the extent
permitted  by law and  deemed  advisable  by the  Committee.  In  addition,  the
Committee or the Board of  Directors  may amend the Plan from time to time as it
deems  necessary in order to meet the  requirements  of any  amendments  to Rule
16b-3 without the consent of the shareholders of the Corporation.

B. EFFECTIVE DATE OF PLAN.

The  effective  date of this Plan shall be  February  27,  2005 (the  "Effective
Date").  The Board of Directors  shall,  within one year of the Effective  Date,
submit the Plan for approval to the  shareholders of the  Corporation.  The plan
shall be approved by at least a majority of shareholders  voting in person or by
proxy  at a  duly  held  shareholders'  meeting,  or if  the  provisions  of the
corporate  charter,  by-laws or applicable state law prescribes a greater degree
of  shareholder  approval for this  action,  the approval by the holders of that
percentage, at a duly held meeting of shareholders.

C. DEFINITIONS.

The following definitions shall apply to this Plan

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"Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Administrator" is defined in Section 2(a).

"Affiliate"  means any parent  corporation and any subsidiary  corporation.  The
term "parent  corporation" means any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation if, at the time of
the action or transaction,  each of the corporations  other than the Corporation
owns stock  possessing  50% or more of the total  combined  voting  power of all
classes  of  stock  in one of the  other  corporations  in the  chain.  The term
"subsidiary  corporation"  means any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation if, at the time
of the  action or  transaction,  each of the  corporations  other  than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in the chain.

 "Agreement"  means,  individually or collectively,  any agreement  entered into
pursuant to the Plan pursuant to which Stock are granted to a participant.

"Board" means the Board of Directors of the Corporation as constituted from time
to time.

"Cause" shall mean, for purposes of whether and when a participant  has incurred
a Termination of Employment for Cause: (i) any act or omission which permits the
Corporation  to  terminate  the written  agreement  or  arrangement  between the
participant  and the  Corporation or a Subsidiary or Parent for Cause as defined
in  such  agreement  or  arrangement;  or  (ii) in the  event  there  is no such
agreement or  arrangement  or the agreement or  arrangement  does not define the
term  "cause,"  then  Cause  shall  mean  an act or acts  of  dishonesty  by the
participant  resulting or intending to result  directly or indirectly in gain to
or personal  enrichment of the participant at the  Corporation's  expense and/or
gross negligence or willful misconduct on the part of the participant.

"Change in Control" means,  for purposes of this Plan there shall be consummated
(i) any  consolidation  or merger of the Corporation in which the Corporation is
not the  continuing or surviving  corporation or pursuant to which shares of the
Corporation's  common stock would be converted  into cash,  securities  or other
property,  other than a merger of the  Corporation  in which the  holders of the
Corporation's  common stock immediately  prior to the merger have  substantially
the same  proportionate  ownership of common stock of the surviving  corporation
immediately  after  the  merger;  or (ii) any  sale,  lease,  exchange  or other
transfer  (in one  transaction  or a series of related  transactions)  of all or
substantially  all of the assets of the Corporation;  or the shareholders of the
Corporation   shall  approve  any  plan  or  proposal  for  the  liquidation  or
dissolution of the Corporation.

"Code"  means the Internal  Revenue Code of 1986,  as amended from time to time,
and any successor Code, and related rules, regulations and interpretations.

"Common  Stock" or "Stock"  means the Common  Stock,  par value per share of the
Corporation whether presently or hereafter issued, or such other class of shares
or  securities  as to which the Plan may be  applicable  subject to  adjustments
pursuant to Section 3.

"Common Stock in Lieu of Cash Compensation  Award" means Awards granted pursuant
to Section 6.

"Corporation" means Reliant Home Warranty Corp., a Florida Corporation,  and any
successor or assignee  company  corporations  into which the  Corporation may be
merged, changed or consolidated; any company for whose securities the securities
of the  Corporation  shall be  exchanged;  and any  assignee of or  successor to
substantially all of the assets of the Corporation.

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"Director"  means any member of the Board of Directors of the Corporation or any
Parent  or  subsidiary  of the  Corporation  that now  exists  or  hereafter  is
organized or acquired by or acquires the Corporation.

"Effective  Date" means the date on which the Plan is initially  approved by the
Board of Directors as set forth in Section 13.

"Eligible  Persons" shall mean, with respect to the Plan,  those persons who, at
the time that an Award is granted,  are (i) officers,  directors or employees of
the Corporation or Affiliate or (ii) attorneys, consultants or subcontractors of
the Corporation or affiliate.

"Employee"  means any  person  employed  on an hourly or  salaried  basis by the
Corporation  or any Parent or Subsidiary of the  Corporation  that now exists or
hereafter is organized or acquired by or acquires the Corporation.

"Fair  Market  Value" means (i) if the Common Stock is not listed or admitted to
trade on a national securities exchange and if bid and ask prices for the Common
Stock are not  furnished  through  NASDAQ or a similar  organization,  the value
established by the Committee, in its sole discretion,  for purposes of the Plan;
(ii) if the Common Stock is listed or admitted to trade on a national securities
exchange or a national market system,  the closing price of the Common Stock, as
published  in the Wall  Street  Journal,  so listed or admitted to trade on such
date or, if there is no  trading  of the  Common  Stock on such  date,  then the
closing  price of the Common Stock on the next  preceding day on which there was
trading in such  shares;  or (iii) if the Common Stock is not listed or admitted
to trade on a national securities exchange or a national market system, the mean
between the bid and ask price for the Common Stock on such date, as furnished by
the National Association of Securities Dealers, Inc. through NASDAQ or a similar
organization if NASDAQ is no longer  reporting such  information.  If trading in
the stock or a price  quotation  does not  occur on the Date of Grant,  the next
preceding  date on which  the  stock  was  traded  or a price  was  quoted  will
determine the fair market value.

"Non-Employee  Director" means a member of the Board who is not also an employee
of the Corporation or any Subsidiary as that term is defined in Rule 16b-3 under
the Exchange Act.

"Plan" means this Equity Compensation Plan as may be amended from time to time.

"Stock Award" means Awards granted pursuant to Section 5.

"Subsidiary"  means any corporation or other entity (other than the Corporation)
in any unbroken  chain of  corporations  or other  entities  beginning  with the
Corporation  if each of the  corporations  or  entities  (other  than  the  last
corporation  or entity in the  unbroken  chain)  owns  stock or other  interests
possessing  50% or more of the economic  interest or the total  combined  voting
power  of all  classes  of  stock  or  other  interests  in  one  of  the  other
corporations or entities in the chain.

"Ten Percent  Shareholder"  means an  individual  who, at the time of the award,
owns Stock  possessing  more than 10% of the total combined  voting power of all
classes of stock of the Corporation or of any Affiliate.  An individual shall be
considered  as owning the Stock  owned,  directly or  indirectly,  by or for his
brothers and sisters  (whether by the whole or half blood),  spouse,  ancestors,
and lineal  descendants;  and Stock owned,  directly or indirectly,  by or for a
corporation,  partnership,  estate, or trust, shall be considered as being owned
proportionately by or for its shareholders, partners, or beneficiaries.

"Termination" or "Termination of Employment"  means the occurrence of any act or
event whether pursuant to an employment  agreement or otherwise that actually or
effectively  causes or results in the person's ceasing,  for whatever reason, to
be an officer or  employee of the  Corporation  or of any  Subsidiary  or Parent
including, without limitation,  death, disability,  dismissal,  severance at the

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election  of the  participant,  retirement,  or  severance  as a  result  of the
discontinuance,  liquidation,  sale  or  transfer  by  the  Corporation  or  its
Subsidiaries or Parent of all businesses owned or operated by the Corporation or
its Subsidiaries.  A Termination of Employment shall occur to an employee who is
employed by a Subsidiary if the  Subsidiary  shall cease to be a Subsidiary  and
the  participant  shall not  immediately  thereafter  become an  employee of the
Corporation or a Subsidiary.

"Subsidiary" means any corporation 50% or more of the voting securities of which
are owned  directly  or  indirectly  by the  Corporation  at any time during the
existence of this Plan.

In addition,  certain  other terms used in this Plan shall have the  definitions
given to them in the first place in which they are used.

SECTION  2.   ADMINISTRATION   OF  PLAN;   ADMINISTRATOR   AUTHORITY  TO  SELECT
PARTICIPANTS AND DETERMINE AWARDS
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A. ADMINISTRATION

The Plan shall be  administered  by either the entire  Board of  Directors  or a
committee of not fewer than two (2)  Independent  Directors (in either case, the
"Administrator").  Each  member  of  the  Committee  shall  be  a  "non-employee
director" within the meaning of Rule  16b-3(b)(3)(i)  promulgated under the Act,
or any successor definition under said rule.

If this Plan is  administered  by the  Committee,  then a  majority  of the full
Committee  constitutes a quorum for purposes of administering  the Plan, and all
determinations  of the  Committee  shall be made by a  majority  of the  members
present at a meeting at which a quorum is  present or by the  unanimous  written
consent of the Committee.

If no Committee has been appointed, members of the Board may vote on any matters
affecting the  administration  of the Plan or the grant of any Stock pursuant to
the Plan,  except  that no such  member  shall act on the  granting  of Stock to
himself, but such member may be counted in determining the existence of a quorum
at any meeting of the Board  during  which  action is taken with  respect to the
granting of Stock to him.

The  interpretation  and construction of the terms of the Plan by the Board or a
duly authorized  committee shall be final and binding on all participants in the
Plan absent a showing of demonstrable error. No member of the Plan Administrator
shall be liable for any action  taken or  determination  made in good faith with
respect to the Plan.

B. POWERS OF ADMINISTRATOR.

The Administrator shall have the sole and exclusive power and authority to grant
Awards consistent with the terms of the Plan, including the power and authority:
to  select  the  participants  in this  plan;  establish  the terms of the Stock
granted to each participants  which may not be the same in each case;  determine
the total number of shares of Stock to grant to a grantee,  which may not be the
same amount to each Eligible Person in each case; make all other  determinations
necessary or advisable under the Plan.

The Plan Administrator has the sole and absolute discretion to determine whether
the  performance of an Eligible Person warrants an award under this Plan, and to
determine the amount of the award. The Plan Administrator has full and exclusive
power to construe and  interpret  this Plan,  to prescribe and rescind rules and
regulations  relating to this Plan, and take all actions  necessary or advisable
for  the  Plan's  administration.  Any  such  determination  made  by  the  Plan
Administrator will be final and binding on all persons. (d) A member of the Plan
Administrator  will  not  be  liable  for  performing  any  act  or  making  any

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determination  in  good  faith.  All  decisions  and   interpretations   of  the
Administrator shall be made in the Administrator's  sole and absolute discretion
and shall be final and binding on all persons,  including  the  Corporation  and
Plan participants.

SECTION  3.  STOCK  ISSUABLE  UNDER THE PLAN;  TERM OF PLAN;  RECAPITALIZATIONS;
MERGERS; SUBSTITUTE AWARDS
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A. STOCK ISSUABLE.

The maximum  number of shares of Stock reserved and available for issuance under
the Plan initially shall be 25,000,000  shares of Stock per year. In addition if
any  portion  of  an  Award  is  forfeited,  cancelled,  or  reacquired  by  the
Corporation,  satisfied  without the issuance of Stock or otherwise  terminated,
the shares of Stock  underlying such portion of the Award shall be added back to
the  shares of Stock  available  for  issuance  under the Plan.  Subject to such
overall  limitation,  shares of Stock may be  issued up to such  maximum  number
pursuant to any type or types of Award.  The shares available for issuance under
the Plan may be  authorized  but  unissued  shares  of Stock or  shares of Stock
reacquired by the Corporation.

B. TERM OF PLAN.

No Awards shall be made after February 14, 2011.

C. RECAPITALIZATIONS.

Subject  to the  provisions  of Section  12,  if,  through or as a result of any
merger,  consolidation,  sale of all or  substantially  all of the assets of the
Corporation, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar  transaction,  the outstanding
shares of Stock are  increased  or decreased  or are  exchanged  for a different
number or kind of shares or other securities of the  Corporation,  or additional
shares or new or different  shares or other  securities  of the  Corporation  or
other non-cash  assets are  distributed  with respect to such shares of Stock or
other  securities,  the  Administrator  may make an appropriate or proportionate
adjustment in (i) the maximum  number of shares  reserved for issuance under the
Plan, (ii) the number and kind of shares or other securities subject to any then
outstanding Awards under the Plan, The adjustment by the Administrator  shall be
final,  binding and  conclusive.  No fractional  shares of Stock shall be issued
under the Plan resulting from any such adjustment,  but the Administrator in its
discretion may make a cash payment in lieu of fractional shares.

SECTION 4. ELIGIBILITY
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Awards  under the Plan may be  granted to  employees,  including  officers,  and
directors of the Corporation or its  subsidiaries,  as may be existing from time
to time, and to other individuals who are not employees of the Corporation,  but
performed  bona fide services to the  Corporation,  as may be deemed in the best
interest of the Corporation by the Board or the duly authorized Committee. These
individuals  may be referred to as consultants or key persons.  Such services to
the  Corporation  or a subsidiary  shall not be in connection  with the offer or
sale of securities in a capital-raising  transaction or for investor  relations.
Such Awards shall be in the amounts, and shall have the rights and be subject to
the  restrictions,  as  may be  determined  by the  Board  or a duly  authorized
Committee, all as may be within the general provisions of this Plan.

Every  Eligible  Person,  as the Plan  Administrator  of the  Corporation or any
subsidiary  or Parent  shall  only be  eligible  to  receive  an Award if and as
permitted by applicable law and regulations. The Plan Administrator's Award to a
participant in any year does not require the Plan Administrator to make an Award


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to that participant in any other year. Furthermore, the Plan Administrator makes
different Awards to different participants.  The Plan Administrator may consider
such factors as it deems pertinent in selecting  participants and in determining
the amount of their Stock, including, without limitation;

         (a)  the financial condition of the Corporation or its Subsidiaries;

         (b)  expected profits for the current or future years;

         (c)  the   contributions   of  a   prospective   participant   to   the
              profitability  or success of the Corporation or its  Subsidiaries;
              and

         (d)  the adequacy of the prospective participant's other compensation.

Participants  may include persons to whom stock,  or other benefits  previously
were granted under this or another plan of the Corporation or any Subsidiary.

SECTION 5. COMMON STOCK IN LIEU OF CASH COMPENSATION AWARDS
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A. GRANTS OF COMMON STOCK PAYABLE IN LIEU OF CASH.

The  Administrator  may grant shares of Stock  available for issuance  under the
Plan to an  eligible  participant  in lieu of cash  compensation  earned  by the
participant with the consent of the participant,  or under a short- or long-term
incentive plan of the Corporation (an "Other Incentive Plan).

B. DATE OF GRANT.

Stock granted in lieu of cash compensation  shall be granted to each participant
on the date the waived cash  compensation  would  otherwise  by paid,  provided,
however,  that with respect to a participant who is subject to Section 16 of the
Act,  if such grant date is not at least six months and one day from the date of
the election,  the grant shall be delayed until the date which is six months and
one day from the date of the election (or the next  following  business  day, if
such date is not a  business  day) to the  extent  necessary  to  conform to the
requirements for exempt purchases under Rule 16b-3 of the Act.

C. NUMBER OF SHARES.

The  number of shares of Stock  granted  in lieu of cash  compensation  shall be
determined  by dividing the amount of the waived cash  compensation  by the Fair
Market Value of the Stock on the date the Stock is granted.  Such Stock shall be
granted  for the  whole  number  of  shares  so  determined;  the  value  of any
fractional share shall be paid in cash.

SECTION 6. TAX WITHHOLDING
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A. PAYMENT BY PARTICIPANT.

Each participant shall, no later than the date as of which the value of an Award
or of any Stock or other amounts  received there under first becomes  includable
in the gross income of the participant  for Federal income tax purposes,  pay to
the  Corporation,   or  make  arrangements  satisfactory  to  the  Administrator
regarding payment of, any Federal, state, or local taxes of any kind required by
law to be  withheld  with  respect  to  such  income.  The  Corporation  and its
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind  otherwise due to the  participant.  The
Corporation's  obligation to deliver stock  certificates  to any  participant is
subject  to  and  conditioned  on  tax   obligations   being  satisfied  by  the
participant.

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C. LIABILITY OF THE COMPANY.

The Corporation that is in existence or hereafter comes into existence shall not
be liable to any person for any tax  consequences  expected  but not realized by
any person due to the grant of Stock.

SECTION 7. TRANSFER, LEAVE OF ABSENCE, ETC.
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For purposes of the Plan, the following events shall not be deemed a termination
of employment:

         (a) a transfer to the employment of the  Corporation  from a Subsidiary
         or from the  Corporation  to a  Subsidiary,  or from one  Subsidiary to
         another; or

         (b) an approved leave of absence for military  service or sickness,  or
         for any other purpose  approved by the  Corporation,  if the employee's
         right  to re-  employment  is  guaranteed  either  by a  statute  or by
         contract  or under the  written  policy  pursuant to which the leave of
         absence was granted or if the  Administrator  otherwise  so provides in
         writing.

SECTION 8. AMENDMENTS AND TERMINATION
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The Board of Directors of the Corporation  may amend,  terminate or suspend this
Plan at any time, in its sole and absolute discretion;  provided,  however, that
to the extent required to qualify this Plan under Rule 16b-3  promulgated  under
Section 16 of the Exchange Act, no amendment that would (a) materially  increase
the number of shares of Stock that may be issued under this Plan, (b) materially
modify the requirements as to eligibility for participation in this Plan, or (c)
otherwise  materially  increase the benefits accruing to participants under this
Plan,  shall be made  without the  approval of the  Corporation's  shareholders.
Subject to the preceding  sentence,  the Board of Directors shall have the power
to make  any  changes  in the  Plan and in the  regulations  and  administrative
provisions  under it as in the  opinion of counsel  for the  Corporation  may be
necessary or appropriate from time to time.

SECTION 9. STATUS OF PLAN
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Unless the Administrator shall otherwise  expressly  determine in writing,  with
respect  to the  portion  of any  Award  which  has not been  exercised  and any
payments in cash, Stock or other consideration not received by a participant,  a
participant shall have no rights greater than those of a general creditor of the
Corporation.  In its  sole  discretion,  the  Administrator  may  authorize  the
creation of trusts or other  arrangements to meet the Corporation's  obligations
to deliver  Stock or make payments  with respect to Awards  hereunder,  provided
that the existence of such trusts or other  arrangements  is consistent with the
foregoing sentence.

SECTION 10.  CHANGE OF CONTROL AND MERGER PROVISIONS
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In contemplation of and subject to the consummation of a consolidation or merger
or sale of all or  substantially  all of the assets of the  Corporation in which
outstanding shares of Stock are exchanged for securities, cash or other property
of an unrelated  corporation or business entity or in the event of a liquidation
or dissolution of the Corporation or in the event of a corporate  reorganization
of the Corporation (in each case, a  "Transaction"),  the Board, or the board of
directors of any  corporation  or other entity  assuming the  obligations of the
Corporation,  may,  in its  discretion,  take  any one or more of the  following
actions, as to outstanding Awards: (i) provide that such Awards shall be assumed
or  equivalent  awards shall be  substituted,  by the  acquiring  or  succeeding
corporation or other entity (or an affiliate thereof),  and/or (ii) upon written
notice to the participants,  provide that all Awards will terminate  immediately
prior to the  consummation of the  Transaction.  In the event that,  pursuant to


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<PAGE>

clause (ii) above,  Awards will terminate  immediately prior to the consummation
of the Transaction,  all vested Awards shall be fully settled in cash or in kind
at such appropriate consideration as determined by the Administrator in its sole
discretion after taking into account any and all consideration payable per share
of Stock pursuant to the Transaction (the "Transaction Price").

"Change of Control"  shall be defined as an event  subsequent to the adoption of
this Plan, by any "person," as such term is used in Sections  13(d) and 14(d) of
the Act (other than the Corporation, any of its Subsidiaries, any "affiliate" or
"associate"  (as such  terms are  defined  in Rule  12b-2  under the Act) of the
foregoing persons,  or any trustee,  fiduciary or other person or entity holding
securities under any employee benefit plan or trust of the Corporation or any of
its  Subsidiaries),  together with all  "affiliates"  and  "associates" (as such
terms are defined in Rule 12b-2 under the Act) of such person,  who shall become
the  "beneficial  owner" (as such term is defined in Rule 13d-3  under the Act),
directly or indirectly,  of securities of the  Corporation  representing  25% or
more  of the  combined  voting  power  of  the  Corporation's  then  outstanding
securities having the right to vote in an election of the Corporation's Board of
Directors  ("Voting  Securities")  (other than as a result of an  acquisition of
securities directly from the Corporation).

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
occurred  for  purposes of the  foregoing  clause (i) solely as the result of an
acquisition of securities by the  Corporation  which,  by reducing the number of
shares of Voting Securities  outstanding,  increases the proportionate number of
shares of Voting Securities  beneficially owned by any person (as defined in the
foregoing  clause (i)) to 25% or more of the  combined  voting power of all then
outstanding  Voting  Securities;  PROVIDED,  however,  that if such person shall
thereafter  become  the  beneficial  owner of any  additional  shares  of Voting
Securities  (other than pursuant to a stock split,  stock  dividend,  or similar
transaction  or as a result of an  acquisition  of securities  directly from the
Corporation),  then a "Change of Control"  shall be deemed to have  occurred for
purposes of the foregoing clause.

SECTION 11. GENERAL PROVISIONS
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A. DELIVERY OF STOCK CERTIFICATES.

Stock  certificates  to be  delivered to  participants  under this Plan shall be
deemed delivered for all purposes when the Corporation or a stock transfer agent
of the  Corporation  shall have mailed such  certificates  in the United  States
mail,  addressed to the participant,  at the participant's last known address on
file with the Corporation.

B. OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS.

Nothing  contained in this Plan shall prevent the Board from  adopting  other or
additional  compensation  arrangements,  including trusts, and such arrangements
may be either  generally  applicable or applicable only in specific  cases.  The
adoption of this Plan and the grant of Awards shall not confer upon any employee
any right to continued  employment  with the  Corporation  or any Subsidiary and
shall  not  interfere  in any way  with  the  right  of the  Corporation  or any
Subsidiary to terminate the employment of any of its employees at any time.

C. TRADING POLICY RESTRICTIONS.

Sale of Stock  acquired  pursuant to an Award under the Plan shall be subject to
such Corporation's insider-trading-policy-related restrictions as established by
the  Corporation  from time,  terms and  conditions as may be established by the
Administrator  from time to time,  or in  accordance  with  policies  set by the
Administrator, from time to time.
                                      -8-
<PAGE>

D. INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS.

With respect to  administration  of this Plan, the  Corporation  shall indemnify
each  present  and future  member of the  Committee  and the Board of  Directors
against,  and each member of the Committee  and the Board of Directors  shall be
entitled  without further act on his part to indemnity from the Corporation for,
all expenses (including  attorney's fees, the amount of judgments and the amount
of  approved  settlements  made  with a view  to the  curtailment  of  costs  of
litigation,  other  than  amounts  paid to the  Corporation  itself)  reasonably
incurred  by him in  connection  with or arising  out of any  action,  suit,  or
proceeding  in which he may be  involved by reason of his being or having been a
member  of the  Committee  and/or  the  Board of  Directors,  whether  or not he
continues to be a member of the  Committee  and/or the Board of Directors at the
time of incurring the expenses,  including,  without  limitation,  matters as to
which he shall be finally  adjudged in any action,  suit or  proceeding  to have
been found to have been negligent in the  performance of his duty as a member of
the  Committee or the Board of  Directors.  However,  this  indemnity  shall not
include any expenses incurred by any member of the Committee and/or the Board of
Directors in respect of matters as to which he shall be finally  adjudged in any
action,  suit or proceeding  to have been guilty of gross  negligence or willful
misconduct in the  performance  of his duty as a member of the Committee and the
Board of Directors.  In addition,  no right of  indemnification  under this Plan
shall be  available to or  enforceable  by any member of the  Committee  and the
Board of Directors unless,  within 60 days after institution of any action, suit
or proceeding,  he shall have offered the  Corporation the opportunity to handle
and defend same at its own expense. The failure to notify the Corporation within
60  days  shall  only  affect  a  Director  or  committee   member's   right  to
indemnification  if said  failure  to notify  results  in an  impairment  of the
Corporation's  rights  or is  detrimental  to the  Corporation.  This  right  of
indemnification  shall  inure  to  the  benefit  of  the  heirs,   executors  or
administrators  of each member of the  Committee  and the Board of Directors and
shall be in addition to all other rights to which a member of the  Committee and
the  Board of  Directors  may be  entitled  as a  matter  of law,  contract,  or
otherwise.

E. GENDER.

If the  context  requires,  words of one  gender  when used in this  Plan  shall
include the others and words used in the  singular or plural  shall  include the
other.

F. HEADINGS.

Headings of Articles and Sections are included for convenience of reference only
and do not  constitute  part of the Plan and shall not be used in construing the
terms of the Plan.

G. OTHER COMPENSATION PLANS.

The  adoption  of this Plan shall not affect any other  compensation  or benefit
plans in  effect  for the  Corporation  or any  Affiliate,  nor  shall  the Plan
preclude the  Corporation  from  establishing  any other forms of  compensation,
including  a  stock  option  plan,  for  employees  of  the  Corporation  or any
Affiliate.

H. OTHER AWARDS.

The grant of Stock or Awards shall not confer upon the Eligible Person the right
to receive any future or other Stock or Awards  under this Plan,  whether or not
Stock or Awards may be granted to similarly  situated Eligible  Persons,  or the
right to receive  future  Stock or Awards upon the same terms or  conditions  as
previously granted.
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SECTION 12.  EFFECTIVE DATE OF PLAN

The Plan shall  become  effective  February 27, 2005 on adoption by the board of
directors of the Corporation (the "Board").

SECTION 13. GOVERNING LAW

This Plan and all Awards and actions taken there under shall be governed by, and
construed in accordance with, the laws of the State of Florida,  applied without
regard to conflict of law principles.

                                      -10-