OUTSOURCE INTERNATIONAL, INC.
                                STOCK OPTION PLAN

               As Amended and Restated Effective September 2, 1997

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

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

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

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

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

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

         e.       "Common Stock" means the Common Stock of the Company, or such
                  other class of shares or securities as to which the Plan may
                  be applicable pursuant to Section 15 herein.

         f.       "Company" means OutSource International, Inc., and any
                  wholly-owned subsidiary of OutSource International, Inc.

         g.       "Date of Grant" means the date specified in the resolution of
                  the Committee authorizing the grant of the Option.

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

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

         j.       "Fair Market Value" means the fair market value of the
                  Common Stock. If the Common Stock is not publicly traded on
                  the date as of which fair market value is being determined,
                  the Board shall determine the fair market value of the Shares,
                  using such factors as the Board considers relevant, such as
                  the price at which recent sales have been made, the book value
                  of the Common Stock, and the Company's current and projected
                  earnings. If the Common Stock is publicly traded on the date
                  as of which fair market value is being determined, the fair
                  market value is the mean between the high and low sales prices
                  of the Common Stock as reported by The Nasdaq Stock Market on
                  that date or, if the Common Stock is listed on a stock
                  exchange, the mean between the high and low sales prices of
                  the stock on that date, as reported in The Wall Street
                  Journal. If trading in the stock or a price quotation does not
                  occur on the date as of which fair market value is being
                  determined, the next preceding date on which the stock was
                  traded or a price was quoted will determine the fair market
                  value.

         k.       "Incentive Stock Option" means a stock option granted pursuant
                  to either this Plan or any other plan of the Company that
                  satisfies the requirements of Section 422 of the Code and that
                  entitles the Recipient to purchase stock of the Company or in
                  a corporation that at the time of grant of the option was a
                  parent or subsidiary of the Company or a predecessor
                  corporation of any such corporation.

         l.       "Non-Employee Director" means a member of the Board who is not
                  employed on an hourly or salaried full-time basis by the
                  Company or any parent or Subsidiary of the Company that now
                  exists or hereafter is organized or acquires the Company.

         m.       "Nonqualified Stock Option" means a stock option granted
                  pursuant to the Plan that is not an Incentive Stock Option and
                  that entitles the Recipient to purchase stock of the Company
                  or in a corporation that at the time of grant of the option
                  was a parent or subsidiary of the Company or a predecessor
                  corporation of any such corporation.

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<PAGE>
         n.       "Open Market Share" shall mean (i) each Share acquired on
                  the open market or through any method other than the exercise
                  of an Option, and (ii) each warrant, issued in connection with
                  the Company's issuance of senior subordinated promissory notes
                  on February 21, 1997, to purchase Shares. For purposes of
                  Sections 5.b., 5.c., and 5.d. of the Plan, a Non-Employee
                  Director shall be deemed to own any Open Market Shares either
                  acquired and held by such Non-Employee Director, or by any
                  Corporation which employs such Non-Employee Director, or by
                  any Partnership in which such Non-Employee Director is a
                  partner, or by any investment fund managed by any Corporation
                  that employs such Non-Employee Director, or by any investment
                  fund managed by any Partnership in which such Non-Employee
                  Director is a partner.

         o.       "Option" means an Incentive Stock Option or a Nonqualified
                  Stock Option granted pursuant to the Plan.

         p.       "Option Agreement" means a written agreement entered into
                  between the Company and a Recipient which sets out the terms
                  and restrictions of an Option granted to the Recipient.

         q.       "Option Shareholder" shall mean an Employee who has exercised
                  his or her Option.

         r.       "Option Shares" means Shares issued upon exercise of an 
                  Option.

         s.       "Plan" means this OutSource International, Inc. Stock 
                  Incentive Plan, as amended and restated.

         t.       "Recipient" means an individual who receives an Option.

         u.       "Share" means a share of the Common Stock, as adjusted in
                  accordance with Section 10 of the Plan.

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

3.       Administration. This Plan will be administered by the Committee. The
         Committee has the exclusive power to select the Recipients of Options
         pursuant to this Plan, to establish the terms of the Options granted to
         each Recipient, and to make all other determinations necessary or
         advisable under the Plan. The Committee has the sole and absolute
         discretion to determine whether the performance of an Eligible Person
         warrants an Option 

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<PAGE>
         under this Plan, and to determine the size and type of the Option. The
         Committee has full and exclusive power to construe and interpret this
         Plan, to prescribe, amend, and rescind rules and regulations relating
         to this Plan, and to take all actions necessary or advisable for the
         Plan's administration. The Committee, in the exercise of its powers,
         may correct any defect or supply any omission, or reconcile any
         inconsistency in the Plan, or in any Option Agreement, in the manner
         and to the extent it shall deem necessary or expedient to make the Plan
         fully effective. In exercising this power, the Committee may retain
         counsel at the expense of the Company. The Committee shall also have
         the power to determine the duration and purposes of leaves of absence
         which may be granted to a Recipient without constituting a termination
         of the Recipient's employment for purposes of the Plan. Any
         determinations made by the Committee will be final and binding on all
         persons. A member of the Committee will not be liable for performing
         any act or making any determination in good faith. Notwithstanding the
         foregoing, the Committee shall have no discretion with respect to the
         Options granted to Non-Employee Directors pursuant to Section 5 of the
         Plan. 3

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

5.       Non-Employee Directors' Grants. Each Non-Employee Director shall
         receive Options as determined under this Section 5 without further
         action by the Board.

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

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

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

                  iii.     for a Non-Employee Director appointed by the Board
                           subsequent to September 2, 1997, the Date of Grant of
                           the Initial Option shall be the earlier of the date
                           such Non-Employee Director's appointment to the Board
                           becomes effective or the date on which such
                           Non-Employee Director executes a written commitment
                           to become a member of the Board.

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

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

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

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

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

                  i.       Written Agreement. Each Option will be evidenced by
                           an Option Agreement. The Option Agreement shall
                           include a description of the 

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<PAGE>
                           substance of each of the requirements in this Section
                           5 and shall state that the Option is a Nonqualified
                           Stock Option.

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

                 iii.      Vesting of Option. Each Option shall be 100
                           percent vested on the Date of Grant of the Option.

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

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

                  vi.      Termination of Service as a Director. If a
                           Recipient's services as a director of the Company are
                           terminated for any reason other than death or
                           disability, the unexpired and unexercised portion of
                           an Option granted to the Recipient shall expire 90
                           days after termination of the Recipient's services as
                           a director of the Company, or, if earlier, the date
                           specified in Section 5.e.ii. above.

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

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

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

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

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

                                       7
<PAGE>
                  If the Recipient's employment with the Company terminates
                  before the expiration date of an Option granted to the
                  Recipient, the Option shall expire on the earlier of the date
                  stated in this subsection or the date stated in following
                  subsections of this Section 6.

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

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

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

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

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<PAGE>
                  anniversary of the Recipient's last day of employment or
                  affiliation with the Company. During the period beginning on
                  the date of the Recipient's termination of employment or
                  affiliation by reason of disability and ending on the date the
                  Nonqualified Stock Option expires, the Nonqualified Stock
                  Option may be exercised as to the number of Shares for which
                  it could have been exercised at the time the Recipient became
                  disabled, subject to any adjustments under Section 15 herein.

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

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

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

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

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

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

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

7.       [Reserved]

8.       Change of Control. If a Change of Control occurs, the Board may vote to
         immediately terminate all Options outstanding under the Plan as of the
         date of the Change of Control or may vote to accelerate the expiration
         of the Options to the tenth day after the effective date of the Change
         of Control. If the Board votes to immediately terminate the Options, it
         shall make a cash payment to the Recipient equal to the difference
         between the Exercise Price and the Fair Market Value of the Shares that
         would have been subject to the terminated Option on the date of the
         Change of Control.

                                       10
<PAGE>
9.       Conditions Required for Exercise. Options granted to Recipients under
         the Plan shall be exercisable only to the extent they are vested
         according to the terms of the Option Agreement. Furthermore, Options
         granted to Employees under the Plan shall be exercisable only if the
         issuance of Shares pursuant to the exercise would be in compliance with
         applicable securities laws, as contemplated by Section 14 of the Plan.
         Each Option Agreement shall specify any additional conditions required
         for the exercise of the Option.

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

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

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

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13.  Transferability of Option.

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

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

14.      Taxes; Compliance with Law; Approval of Regulatory Bodies; Legends. The
         Company shall have the right to withhold from payments otherwise due
         and owing to the Recipient (or his beneficiary) or to require the
         Recipient (or his beneficiary) to remit to the Company in cash upon
         demand an amount sufficient to satisfy any federal (including FICA and
         FUTA amounts), state, and/or local withholding tax requirements at the
         time the Recipient (or his beneficiary) recognizes income for federal,
         state, and/or local tax purposes with respect to any Option under this
         Plan.

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

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

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

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

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

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

18.      Expenses of Plan. The Company shall bear the expenses of administering 
         the Plan.

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

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

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

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

Approved by the Shareholders on May 8, 1998 (original Plan approved by the
Shareholders on December 22, 1995; amendment approved by the Shareholders on
April 15, 1997).


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