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                                                                     EXHIBIT 4.1

                              E COM VENTURES, INC.

                             2000 STOCK OPTION PLAN

         1.       Purpose.   The purpose of this Plan is to advance the
interests of E COM VENTURES, INC., a Florida corporation (the "Company"), and
its Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who provide services to the Company and its
Subsidiaries, and upon whose efforts and judgment the success of the Company and
its Subsidiaries is largely dependent, through the encouragement of stock
ownership in the Company by such persons.

         2.       Definitions. As used herein, the following terms shall have
the meaning indicated:

                  (a)      "Board" shall mean the Board of Directors of the
Company.

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

                  (c)      "Committee" shall mean the committee appointed by the
Board pursuant to Section 13(a) hereof, or, if such committee is not appointed,
the Board.

                  (d)      "Common Stock" shall mean the Company's Common Stock,
par value $0.01 per share.

                  (e)      "Company" shall mean E COM VENTURES, INC., a Florida
corporation.

                  (f)      "Director" shall mean a member of the Board.

                  (g)      "Effective Date" shall mean October 31, 2000.

                  (h)      "Fair Market Value" of a share on any date of
reference shall mean the "Closing Price" (as defined below) of the Common Stock
on the business day immediately preceding the date of reference, unless the
Committee or the Board in its sole discretion shall determine otherwise in a
fair and uniform manner. For the purpose of determining Fair Market Value, the
"Closing Price" of the Common Stock on any business day shall be (i) if the
Common Stock is listed or admitted for trading on any United States national
securities exchange, or if actual transactions are otherwise reported on a
consolidated transaction reporting system, the last reported sale price of
Common Stock on such exchange or reporting system, as reported in any newspaper
of general circulation, (ii) if the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System ("NASDAQ"), or any
similar system of automated dissemination of quotations of securities prices in
common use, the last reported sale


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price of Common Stock on such system or, if sales prices are not reported, the
mean between the closing high bid and low asked quotations for such day of
Common Stock on such system, as reported in any newspaper of general circulation
or (iii) if neither clause (i) or (ii) is applicable, the mean between the high
bid and low asked quotations for the Common Stock as reported by the National
Quotation Bureau, Incorporated if at least two securities dealers have inserted
both bid and asked quotations for Common Stock on at least five of the ten
preceding days. If neither (i), (ii), or (iii) above is applicable, then Fair
Market Value shall be determined by the Committee or the Board in a fair and
uniform manner.

                  (i)      "Incentive Stock Option" shall mean an incentive
stock option as defined in Section 422 of the Internal Revenue Code.

                  (j)      "Non-Qualified Stock Option" shall mean an Option
that is not an Incentive Stock Option.

                  (k)      "Officer" shall mean the Company's Chairman of the
Board, President, Chief Executive Officer, principal financial officer,
principal accounting officer, any vice-president of the Company in charge of a
principal business unit, division or function (such as sales, administration or
finance), any other officer who performs a policy-making function, or any other
person who performs similar policy-making functions for the Company. Officers of
Subsidiaries shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph, the phrase
"policy-making function" does not include policy-making functions that are not
significant. If pursuant to Item 401(b) of Regulation S-K (17 C.F.R.
ss. 229.401(b)) the Company identifies a person as an "executive officer," the
person so identified shall be deemed an "Officer" even though such person may
not otherwise be an "Officer" pursuant to the foregoing provisions of this
paragraph.

                  (l)      "Option" (when capitalized) shall mean any option
granted under this Plan.

                  (m)      "Option Agreement" means the agreement between the
Company and the Optionee for the grant of an option.

                  (n)      "Optionee" shall mean a person to whom a stock option
is granted under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.

                  (o)      "Outside Director" shall mean a member of the Board
who qualifies as an "outside director" under Section 162(m) of the Internal
Revenue Code and the regulations thereunder and as a "Non-Employee Director"
under Rule 16b-3 promulgated under the Securities Exchange Act.

                  (p)      "Plan" shall mean this 2000 Stock Option Plan for the

Company.


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                  (q)      "Securities Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended from time to time.

                  (r)      "Share" shall mean a share of Common Stock.

                  (s)      "Subsidiary" shall mean any corporation (other than
the Company) in any unbroken chain of corporations beginning with the Company
if, at the time of the granting of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

         3.       Shares Available for Option Grants. The Committee or the Board
may grant to Optionees from time to time Options to purchase an aggregate of up
to 1,500,000 shares from the Company's authorized and unissued Shares. In
addition, the number of Shares available for issuance under the Plan shall
automatically increase on the first trading day of each fiscal year of the
Company during the term of the Plan, beginning with the fiscal year ended
February 2, 2002, by an amount equal to three percent (3%) of the shares of
Common Stock of the Company outstanding as of the last trading day of the
immediately preceding fiscal year. No Incentive Stock Options may be granted on
the basis of the additional shares of Common Stock resulting from such annual
increases. If any Option granted under the Plan shall terminate, expire, or be
canceled or surrendered as to any Shares, new Options may thereafter be granted
covering such Shares.

         4.       Incentive and Non-Qualified Options.

                  (a)      An Option granted hereunder shall be either an
Incentive Stock Option or a Non-Qualified Stock Option as determined by the
Committee or the Board at the time of grant of the Option and shall clearly
state whether it is an Incentive Stock Option or a Non-Qualified Stock Option.
All Incentive Stock Options shall be granted within 10 years from the effective
date of this Plan. Incentive Stock Options may not be granted to any person who
is not an employee of the Company or any Subsidiary.

                  (b)      Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options to the extent
that the aggregate fair market value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the requirements
of Section 422(b) of the Code are exercisable for the first time by any
individual during any calendar year (under all plans of the Company and its
parent and subsidiary corporations as defined in Section 424 of the Code),
exceeds $100,000.

         5.       Conditions for Grant of Options.

                  (a)      Each Option shall be evidenced by an Option Agreement
that may contain any term deemed necessary or desirable by the Committee or the
Board, provided such terms are not inconsistent with this Plan or any applicable
law. Optionees shall be (i) those persons selected by the Committee or the Board
from the class of all regular employees of, or persons


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who provide consulting or other services as independent contractors to, the
Company or its Subsidiaries, including Directors and Officers who are regular
employees, and (ii) Directors who are not employees of the Company or of any
Subsidiaries.

                  (b)      In granting Options, the Committee or the Board shall
take into consideration the contribution the person has made to the success of
the Company or its Subsidiaries and such other factors as the Committee or the
Board shall determine. The Committee or the Board shall also have the authority
to consult with and receive recommendations from officers and other personnel of
the Company and its Subsidiaries with regard to these matters. The Committee or
the Board may from time to time in granting Options under the Plan prescribe
such other terms and conditions concerning such Options as it deems appropriate,
including, without limitation, (i) prescribing the date or dates on which the
Option becomes exercisable, (ii) providing that the Option rights accrue or
become exercisable in installments over a period of years, or upon the
attainment of stated goals or both, or (iii) relating an Option to the continued
employment of the Optionee for a specified period of time, provided that such
terms and conditions are not more favorable to an Optionee than those expressly
permitted herein.

                  (c)      The Options granted to employees under this Plan
shall be in addition to regular salaries, pension, life insurance or other
benefits related to their employment with the Company or its Subsidiaries.
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment by the Company or
its Subsidiaries.

                  (d)      Notwithstanding any other provision of this Plan, an
Incentive Stock Option shall not be granted to any person owning directly or
indirectly (through attribution under Section 424(d) of the Code) at the date of
grant, stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company (or of its parent or subsidiary corporation (as
defined in Section 424 of the Code) at the date of grant) unless the option
price of such Option is at least 110% of the Fair Market Value of the Shares
subject to such Option on the date the Option is granted, and such Option by its
terms is not exercisable after the expiration of five years from the date such
Option is granted.

                  (e)      Notwithstanding any other provision of this Plan, and
in addition to any other requirements of this Plan, the aggregate number of
Options granted to any one Optionee may not exceed 500,000 subject to adjustment
as provided in Section 10 hereof.

         6.       Option Price.  The option price per Share of any Option shall
be any price determined by the Committee or the Board but shall not be less than
the par value per Share; provided, however, that in no event shall the option
price per Share of any Incentive Stock Option be less than the Fair Market Value
of the Shares underlying such Option on the date such Option is granted.

         7.       Exercise of Options.  An Option shall be deemed exercised when
(i) the Company has received written notice of such exercise in accordance with
the terms of the Option, (ii) full


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payment of the aggregate option price of the Shares as to which the Option is
exercised has been made, and (iii) arrangements that are satisfactory to the
Committee or the Board in its sole discretion have been made for the Optionee's
payment to the Company of the amount that is necessary for the Company or
Subsidiary employing the Optionee to withhold in accordance with applicable
Federal or state tax withholding requirements. The consideration to be paid for
the Shares to be issued upon exercise of an Option as well as the method of
payment of the exercise price and of any withholding and employment taxes
applicable thereto, shall be determined by the Committee or the Board and may in
the discretion of the Committee or the Board consist of: (1) cash, (2) certified
or official bank check, (3) money order, (4) Shares that have been held by the
Optionee for at least six (6) months (or such other Shares as the Company
determines will not cause the Company to recognize for financial accounting
purposes a charge for compensation expense), (5) the withholding of Shares
issuable upon exercise of the Option, (6) pursuant to a "cashless exercise"
procedure, by delivery of a properly executed exercise notice together with such
other documentation, and subject to such guidelines, as the Board or the
Committee shall require to effect an exercise of the Option and delivery to the
Company by a licensed broker acceptable to the Company of proceeds from the sale
of Shares or a margin loan sufficient to pay the exercise price and any
applicable income or employment taxes, or (7) in such other consideration as the
Committee or the Board deems appropriate, or by a combination of the above. In
the case of an Incentive Stock Option, the permissible methods of payment shall
be specified at the time the Option is granted. The Committee or the Board in
its sole discretion may accept a personal check in full or partial payment of
any Shares. If the exercise price is paid, and/or the Optionee's tax withholding
obligation is satisfied, in whole or in part with Shares, or through the
withholding of Shares issuable upon exercise of the Option, the value of the
Shares surrendered or withheld shall be their Fair Market Value on the date the
Option is exercised. The Committee or the Board in its sole discretion may, on
an individual basis or pursuant to a general program established in connection
with this Plan, cause the Company to lend money to an Optionee, guarantee a loan
to an Optionee, or otherwise assist an Optionee to obtain the cash necessary to
exercise all or a portion of an Option granted hereunder or to pay any tax
liability of the Optionee attributable to such exercise. If the exercise price
is paid in whole or part with Optionee's promissory note, such note shall (i)
provide for full recourse to the maker, (ii) be collateralized by the pledge of
the Shares that the Optionee purchases upon exercise of the Option, (iii) bear
interest at the prime rate of the Company's principal lender, and (iv) contain
such other terms as the Committee or the Board in its sole discretion shall
reasonably require. No Optionee shall be deemed to be a holder of any Shares
subject to an Option unless and until a stock certificate or certificates for
those Shares are issued to that person(s) under the terms of this Plan. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date the stock certificate is issued, except as
expressly provided in Section 10 hereof.

         8.       Exercisability of Options. Any Option shall become exercisable
in such amounts, at such intervals and upon such terms as the Committee or the
Board shall provide in the Option Agreement for that Option, except as otherwise
provided in this Section 8:


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                  (a)      The expiration date of an Option shall be determined
by the Committee or the Board at the time of grant, but in no event shall an
Option be exercisable after the expiration of 10 years from the date of grant of
the Option.

                  (b)      Unless otherwise provided in any Option, each
outstanding Option shall become immediately fully exercisable in the event of a
"Change in Control" or in the event that the Committee or the Board exercises
its discretion to provide a cancellation notice with respect to the Option
pursuant to Section 9(b) hereof. For this purpose, the term "Change in Control"
shall mean:

                           (i)      Approval by the shareholders of the Company
of a reorganization, merger, consolidation or other form of corporate
transaction or series of transactions, in each case, with respect to which
persons who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, in substantially the
same proportions as their ownership immediately prior to such reorganization,
merger, consolidation or other transaction, or a liquidation or dissolution of
the Company or the sale of all or substantially all of the assets of the Company
(unless such reorganization, merger, consolidation or other corporate
transaction, liquidation, dissolution or sale is subsequently abandoned); or

                           (ii)     Individuals who, as of the date on which the
Option is granted, hereof, constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board, provided that any
person becoming a director subsequent to the date on which the Option was
granted whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the Directors of the
Company) shall be, for purposes of this Agreement, considered as though such
person were a member of the Incumbent Board.; or

                           (iii)    The acquisition (other than from the
Company) by any person, entity or "group", within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership
(within the meaning of Rule 13-d promulgated under the Securities Exchange Act)
of 30% of either the then outstanding shares of the Company's Common Stock or
the combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors (hereinafter referred to
as the ownership of a "Controlling Interest") excluding, for this purpose, any
acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or
"group" that as of the date on which the Option is granted owns beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the
Company or its Subsidiaries.


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                  (c)      The Committee or the Board may in its sole
discretion, accelerate the date on which any Option may be exercised and may
accelerate the vesting of any Shares subject to any Option or previously
acquired by the exercise of any Option.

         9.       Termination of Option Period.

                  (a)      Unless otherwise provided in any Option Agreement,
the unexercised portion of any Option shall automatically and without notice
terminate and become null and void at the time of the earliest to occur of the
following:

                           (i)      three months after the date on which the
Optionee's employment is terminated other than by reason of (A) Cause, which,
solely for purposes of this Plan, shall mean the termination of the Optionee's
employment by reason of the Optionee's willful misconduct or gross negligence,
(B) a mental or physical disability (within the meaning of Internal Revenue Code
Section 22(e)) of the Optionee as determined by a medical doctor satisfactory to
the Committee, or (C) death of the Optionee;

                           (ii)     immediately upon the termination of the
Optionee's employment for Cause;

                           (iii)    twelve months after the date on which the
Optionee's employment is terminated by reason of a mental or physical disability
(within the meaning of Section 22(e) of the Code) as determined by a medical
doctor satisfactory to the Committee or the Board;

                           (iv)     (A) twelve months after the date of
termination of the Optionee's employment by reason of death of the Optionee, or,
if later, (B) three months after the date on which the Optionee shall die if
such death shall occur during the one year period specified in Subsection
9(a)(iii) hereof.

                           (v)      immediately in the event that the Optionee
shall file any lawsuit or arbitration claim against the Company or any
Subsidiary, or any of their respective officers, directors or shareholders; or

All references herein to the termination of the Optionee's employment shall, in
the case of an Optionee who is not an employee of the Company or a Subsidiary,
refer to the termination of the Optionee's service with the Company.

                  (b)      To the extent not previously exercised, (i) each
Option shall terminate immediately in the event of (1) the liquidation or
dissolution of the Company, or (2) any reorganization, merger, consolidation or
other form of corporate transaction in which the Company does not survive,
unless the successor corporation, or a parent or subsidiary of such successor
corporation, assumes the Option or substitutes an equivalent option or right
pursuant to Section 10(c) hereof, and (ii) the Committee or the Board in its
sole discretion may by written notice ("cancellation notice") cancel, effective
upon the consummation of any corporate transaction described in Subsection
8(b)(i) hereof in which the Company does survive, any


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Option that remains unexercised on such date. The Committee or the Board shall
give written notice of any proposed transaction referred to in this Section 9(b)
a reasonable period of time prior to the closing date for such transaction
(which notice may be given either before or after approval of such transaction),
in order that Optionees may have a reasonable period of time prior to the
closing date of such transaction within which to exercise any Options that then
are exercisable (including any Options that may become exercisable upon the
closing date of such transaction). An Optionee may condition his exercise of any
Option upon the consummation of a transaction referred to in this Section 9(b).

         10.      Adjustment of Shares.

                  (a)      If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in that event:

                           (i)      appropriate adjustment shall be made in the
maximum number of Shares available for grant under the Plan, or available for
grant to any person under the Plan, so that the same percentage of the Company's
issued and outstanding Shares shall continue to be subject to being so optioned;
and

                           (ii)     the Board or the Committee may, in its
discretion, make any adjustments it deems appropriate in the number of Shares
and the exercise price per Share thereof then subject to any outstanding Option,
so that the same percentage of the Company's issued and outstanding Shares shall
remain subject to purchase at the same aggregate exercise price.

                  (b)      Unless otherwise provided in any Option Agreement,
the Committee may change the terms of Options outstanding under this Plan, with
respect to the option price or the number of Shares subject to the Options, or
both, when, in the Committee's sole discretion, such adjustments become
appropriate so as to preserve benefits under the Plan.

                  (c)      In the event of a proposed sale of all or
substantially all of the Company's assets or any reorganization, merger,
consolidation or other form of corporate transaction in which the Company does
not survive, where the securities of the successor corporation, or its parent
company, are issued to the Company's shareholders, then the successor
corporation or a parent of the successor corporation may, with the consent of
the Committee or the Board, assume each outstanding Option or substitute an
equivalent option or right. If the successor corporation, or its parent, does
not cause such an assumption or substitution to occur, or the Committee or the
Board does not consent to such an assumption or substitution, then each Option
shall terminate pursuant to Section 9(b) hereof upon the consummation of sale,
merger, consolidation or other corporate transaction.

                  (d)      Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital


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stock of any class, either in connection with a direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made to, the
number of or exercise price for Shares then subject to outstanding Options
granted under the Plan.

                  (e)      Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities,
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

         11.      Transferability of Options and Shares.

                  (a)      No Incentive Stock Option, and unless the prior
written consent of the Committee or the Board is obtained (which consent may be
withheld for any reason) and the transaction does not violate the requirements
of Rule 16b-3 promulgated under the Securities Exchange Act, no Non-Qualified
Stock Option shall be subject to alienation, assignment, pledge, charge or other
transfer other than by the Optionee by will or the laws of descent and
distribution, and any attempt to make any such prohibited transfer shall be
void. Each Option shall be exercisable during the Optionee's lifetime only by
the Optionee, or in the case of a Non-Qualified Stock Option that has been
assigned or transferred with the prior written consent of the Committee or the
Board, only by the permitted assignee.

                  (b)      No Shares acquired by an Officer or Director pursuant
to the exercise of an Option may be sold, assigned, pledged or otherwise
transferred prior to the expiration of the six-month period following the date
on which the Option was granted, unless the transaction does not violate the
requirements of Rule 16b-3 promulgated under the Securities Exchange Act.

         12.      Issuance of Shares.

                  (a)      Notwithstanding any other provision of this Plan, the
Company shall not be obligated to issue any Shares unless it is advised by
counsel of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and may require
any stock so issued to bear a legend, may give its transfer agent instructions,
and may take such other steps, as in its judgment are reasonably required to
prevent any such violation.

                  (b)      As a condition to any sale or issuance of Shares upon
exercise of any Option, the Committee or the Board may require such agreements
or undertakings as the


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Committee or the Board may deem necessary or advisable to facilitate compliance
with any applicable law or regulation including, but not limited to, the
following:

                           (i)      a representation and warranty by the
Optionee to the Company, at the time any Option is exercised, that he is
acquiring the Shares to be issued to him for investment and not with a view to,
or for sale in connection with, the distribution of any such Shares; and

                           (ii)     a representation, warranty and/or agreement
to be bound by any legends endorsed upon the certificate(s) for the Shares that
are, in the opinion of the Committee or the Board, necessary or appropriate to
facilitate compliance with the provisions of any securities laws deemed by the
Committee or the Board to be applicable to the issuance and transfer of those
Shares.

         13.      Administration of the Plan.

                  (a)      The Plan shall be administered by the Board or, at
the discretion of the Board, by a committee appointed by the Board (the
"Committee") which shall be composed of two or more Directors. The membership of
the Committee shall be constituted so as to comply at all times with the then
applicable requirements for Outside Directors of Rule 16b-3 promulgated under
the Securities Exchange Act and Section 162(m) of the Internal Revenue Code. The
Committee shall serve at the pleasure of the Board and shall have the powers
designated herein and such other powers as the Board may from time to time
confer upon it.

                  (b)      The Committee or the Board may grant Options pursuant
to this Plan to any persons to whom Options may be granted under Section 5(a)
hereof.

                  (c)      The Committee or the Board, from time to time, may
adopt rules and regulations for carrying out the purposes of the Plan. The
determinations of the Committee or the Board, and its interpretation and
construction of any provision of the Plan or any Option Agreement, shall be
final and conclusive.

                  (d)      Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the members of the
Committee at a meeting or (ii) without a meeting by the unanimous written
approval of the members of the Committee.

         14.      Withholding or Deduction for Taxes.  If at any time specified
herein for the making of any issuance or delivery of any Option or Common Stock
to any Optionee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or to take any other action in connection with the
issuance or delivery then to be made, the issuance or delivery shall be deferred
until the withholding or deduction shall have been provided for by the Optionee
or beneficiary, or other appropriate action shall have been taken.


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         15.      Interpretation.

                  (a)      As it is the intent of the Company that the Plan
shall comply in all respects with Rule 16b-3 promulgated under the Securities
Exchange Act ("Rule 16b-3"), any ambiguities or inconsistencies in construction
of the Plan shall be interpreted to give effect to such intention, and if any
provision of the Plan is found not to be in compliance with Rule 16b-3, such
provision shall be deemed null and void to the extent required to permit the
Plan to comply with Rule 16b-3. The Committee or the Board may from time to time
adopt rules and regulations under, and amend, the Plan in furtherance of the
intent of the foregoing.

                  (b)      The Plan and any Option Agreements entered into
pursuant to the Plan shall be administered and interpreted so that all Incentive
Stock Options granted under the Plan will qualify as Incentive Stock Options
under Section 422 of the Code. If any provision of the Plan or any Option
Agreement relating to an Incentive Stock Option should be held invalid for the
granting of Incentive Stock Options or illegal for any reason, that
determination shall not affect the remaining provisions hereof, but instead the
Plan and the Option Agreement shall be construed and enforced as if such
provision had never been included in the Plan or the Option Agreement.

                  (c)      This Plan shall be governed by the laws of the State
of Florida.

                  (d)      Headings contained in this Plan are for convenience
only and shall in no manner be construed as part of this Plan.

                  (e)      Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate.

         16.      Amendment and Discontinuation of the Plan.  The Committee or
the Board may from time to time amend, suspend or terminate the Plan or any
Option; provided, however, that, any amendment to the Plan shall be subject to
the approval of the Company's shareholders if such shareholder approval is
required by any federal or state law or regulation (including, without
limitation, Rule 16b-3 or to comply with Section 162(m) of the Internal Revenue
Code) or the rules of any Stock exchange or automated quotation system on which
the Common Stock may then be listed or granted. Except to the extent provided in
Sections 9 and 10 hereof, no amendment, suspension or termination of the Plan or
any Option issued hereunder shall substantially impair the rights or benefits of
any Optionee pursuant to any Option previously granted without the consent of
the Optionee.

         17.      Effective Date and Termination Date.  The effective date of
the Plan is October 31, 2000 and the Plan shall terminate on the 10th
anniversary of the Effective Date.


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