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                                                                     EXHIBIT 4.1

                            TAKE TO AUCTION.COM, INC.

                             1999 STOCK OPTION PLAN

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                            TAKE TO AUCTION.COM, INC.

                             1999 STOCK OPTION PLAN

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         1.       PURPOSE. The Take To Auction.Com, Inc. 1999 Stock Option Plan
(the "Plan") has been established by Take To Auction.Com, Inc., a Florida
corporation (the "Company"), to advance the interests of the Company by
providing an additional incentive to attract and retain qualified and competent
persons who are key to the Company, including key employees of and consultants
or advisors to, the Company and its Subsidiaries, if any, and upon whose efforts
and judgment the success of the Company 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 meanings indicated.

                           (a)      "Affiliate" shall mean a person, entity or
organization which is controlled by, under common control with, controlling, or
is an Officer or Director of, beneficial owner of five percent or greater of the
equity or voting securities of, or, through contract relationship or otherwise
exerts substantial influence over or is substantially influence by, the Company.

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

                           (c)      "Cause" shall mean any of the following:

                                    (i)      a determination by the Company
that there has been a willful, reckless or grossly negligent failure by the
Optionee to perform his or her duties as an Employee or Non-Employee Eligible
Individual;

                                    (ii)     a willful breach by the Optionee of
any of the material terms or provisions of his employment agreement;

                                    (iii)    any conduct by the Optionee that
either results in his or her conviction of a felony under the laws of the United
States of America or any state thereof, or of an equivalent crime under the laws
of any other jurisdiction;

                                    (iv)     the commission by the Optionee of
an act or acts involving fraud, embezzlement, misappropriation, theft, breach of
fiduciary duty or material dishonesty against the Company or its Subsidiary,
their properties or personnel;

                                    (v)      any act by the Optionee that the
Company determines to be in willful or wanton disregard of the Company's best
interests, or which results, or is intended to result, directly or indirectly,
in improper gain or personal enrichment of the Optionee at the expense of the
Company;

                                    (vi)     a determination by the Company that
there has been a willful, reckless or grossly negligent failure by the Optionee
to comply with any rules, regulations, policies or procedures of the Company or
any Subsidiary, or that the Optionee has engaged in

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any act, behavior or conduct showing willful or wanton disregard of the best
interests of the Company or any Subsidiary or occasioned by a deliberate and
material violation or disregard of standards of behavior that the Company or any
Subsidiary has a right to expect of its Employees or Non-Employee Eligible
Individuals; or

                                    (vii)    if the Optionee, while employed by
or in the service of the Company or any Subsidiary, and for two years
thereafter, violates a confidentiality, non-solicitation and/or noncompete
agreement with the Company or any Subsidiary, or fails to safeguard, divulges,
communicates, uses to the detriment of the Company or any Subsidiary or for the
benefit of any person or persons, or misuses in any way, any Confidential
Information; provided, however, if the Optionee is subject to an employment
agreement which defines "Cause," then "Cause" shall have the meaning set forth
in such employment agreement.

                           (d)      "Change of Control" shall mean any of the
following events: (i) any "person", as such term is used in section 14(d) of the
Securities Exchange Act, other than the Company, any employee benefit plan of
the Company or any Affiliate, any Affiliate of the Company, or any shareholder
of the Company as of the Effective Date, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Securities Exchange Act (or any successor
rule), directly or indirectly, of twenty percent (20%) or more of the combined
voting power of the Company's common stock; (ii) any consolidation or merger of
the Company, other than a consolidation or merger with the sole purpose of
reorganizing the Company into another form of entity or changing the Company's
state of organization; or (iii) any sale, lease, exchange or other transfer (in
one or a series of related transactions) of all, or substantially all, of the
assets of the Company other than any sale, lease, exchange or other transfer to
any entity which the Company or its stockholders own, directly or indirectly,
all of the outstanding voting securities of such entity after such transfer.

                           (e)      "Code" shall mean the Internal Revenue Code
of 1986, as amended, and the rules and regulations promulgated thereunder.

                           (f)      "Committee" shall mean the compensation
committee appointed by the Board pursuant to Section 13 hereof to administer the
Plan or, if not appointed, the Board.

                           (g)      "Common Stock" shall mean the Company's
Common Stock, par value $.001 per share.

                           (h)      "Company" shall mean Take To Auction.Com,
Inc., a Florida corporation.

                           (i)      "Confidential Information" shall mean any
and all information pertaining to the Company (including, without limitation,
information relating to its products, services, marketing practices, production
practices, management agreements, clients, customers, prospects, sources of
prospects, suppliers, financial condition, results of operations, costs and
methods of doing business, owners and ownership structure) that is not generally
available to the public.

                           (j)      "Covered Employee" shall mean any individual
who, as of the close of the Company's taxable year in which an Option is
granted, is (i) the Chief Executive Officer of the Company or is acting in such
capacity ("CEO"), (ii) among the four highest compensated


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officers of the Company (other than the CEO) whose compensation is required to
be reported to Shareholders under the Securities Exchange Act, or (iii)
otherwise considered to be a "Covered Employee" within the meaning of Section
162(m) of the Code.

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

                           (l)      "Disability" shall have the same meaning as
a "total and permanent (mental or physical) disability" as set forth in Section
22(e)(3) of the Code, as determined by a medical doctor selected by the
Committee.

                           (m)      "Employee" shall mean any person, including
an officer or a director, who is employed by the Company, or any Subsidiary.

                           (n)      "Fair Market Value" of a Share on any date
of reference shall be the Closing Price of a share of Common Stock on such date,
unless the Committee in its sole discretion shall determine otherwise in a fair
and uniform manner. For this purpose, 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 the 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 mean between
the closing high bid and low asked quotations for such day of the Common Stock
on such system; or (iii) if neither clause (i) nor (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 the Common Stock on at
least five of the 10 preceding days. If the information set forth in clauses (i)
through (iii) above is unavailable or inapplicable to the Company (e.g., if the
Company's Common Stock is not then publicly traded or quoted), then the "Fair
Market Value" of a Share shall be the fair market value (i.e., the price at
which a willing seller would sell a Share to a willing buyer when neither is
acting under compulsion and when both have reasonable knowledge of all relevant
facts) of a share of the Common Stock on the business day immediately preceding
such date as the Committee in its sole and absolute discretion shall determine
in a fair and uniform manner.

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

                           (p)      "Non-Employee Eligible Individual" shall
mean an advisor or consultant to the Company or any Subsidiary who contributes
or has an opportunity to contribute to the success of the Company or any
Subsidiary.

                           (q)      "Non-Statutory Stock Option" shall mean an
Option which is not an Incentive Stock Option.

                           (r)      "Officer" shall mean the Company's chairman,
president, principal financial officer, principal accounting officer (or, if
there is no such accounting officer, the controller), any unit, division or
Subsidiary president, any vice-president of the Company in charge of a principal


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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.

                           (s)      "Option" shall mean a stock option to
purchase Shares granted pursuant to this Plan.

                           (t)      "Option Agreement" shall mean the agreement
between the Company and the Optionee pursuant to which Options are granted.

                           (u)      "Optionee" shall mean a person to whom an
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 or otherwise.

                           (v)      "Outside Director" shall mean a member of
the Board who: (i) is not a current employee of the Company or any Affiliate,
(ii) is not a former employee of the Company or any Affiliate who receives
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year; (iii) has not been an officer of the
Company or any Affiliate; (iv) does not receive remuneration either directly or
indirectly, in any capacity other than as a director; and (v) satisfies any
other conditions that shall from time to time be required to qualify as an
"outside director" under Section 162(m) of the Code and the regulations
thereunder and also as a "Non-Employee Director" under Rule 16b-3 promulgated
under the Securities Exchange Act. For this purpose, "remuneration" shall have
the meaning afforded that term pursuant to Treasury Regulations issued under
Section 162(m) of the Code, and shall exclude any de minimis remuneration
excluded under those Treasury Regulations.

                           (w)      "Plan" shall mean the Take To Auction.Com,
Inc. 1999 Stock Option Plan, effective August 25, 1999.

                           (x)      "Retirement" shall mean the occurrence of an
Optionee's termination of employment or service with the Company and its
Subsidiaries after completing at least five years of service and attaining age
65.

                           (y)      "Rule 16b-3" shall mean Rule 16b-3
promulgated under the Securities Exchange Act.

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

                           (aa)     "Share" shall mean one share of Common
Stock, as adjusted in accordance with Section 10 of this Plan.

                           (bb)     "Subsidiary" shall mean any corporation
(other than the Company), partnership, joint venture or other entity
(collectively referred to as "entities") in any unbroken chain of entities
beginning with the Company if, at the time of the granting of the Option, each
of


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the entities other than the last entity in the unbroken chain owns equity
possessing 50 percent or more of the profits interest or total combined voting
power of all classes of equity in one of the other equities in such chain.

         3.       NUMBER OF SHARES AVAILABLE FOR OPTIONS. The Company may grant
to Optionees from time to time Options to purchase an aggregate of up to fifteen
percent (15%) of the issued and outstanding Shares as of the effective date of
this Plan, as further adjusted by Section 10; provided, however, that if any
Option granted under this Plan is not exercised in the time allowed for such
exercise, or if any such Option shall terminate, expire or be canceled,
forfeited or surrendered as to any Shares, the Shares relating to such lapsed
Option shall be available for issuance pursuant to new Options subsequently
granted under this Plan. Upon the grant of any Option hereunder, authorized and
unissued, or treasury, Shares shall be reserved for issuance to permit exercise
under this Plan. An Option granted hereunder shall be either an Incentive Stock
Option or a Non-Statutory Stock Option as determined by the Committee at the
time of grant of such Option and the Option Agreement shall clearly state
whether it is an Incentive Stock Option or Non-Statutory Stock Option or,
failing a clear indication, be deemed a Non-Statutory Stock Option. All
Incentive Stock Options shall be granted within 10 years from the effective date
of this Plan.

         4.       VESTING LIMITATION FOR ISOS. 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 Code Section 422(b) are exercisable for the first time by any
individual during any calendar year (under all stock option or similar plans of
the Company and any Subsidiary), exceeds $100,000.

         5.       CONDITIONS FOR GRANT OF OPTIONS.

                           (a)      Each Option shall be evidenced by a written
Option Agreement in the form of Exhibit A attached hereto that may contain any
term deemed necessary or desirable by the Committee, provided such terms are not
inconsistent with this Plan or any applicable law.

                           (b)      Optionees shall be selected by the Committee
from: (i) all Employees (including Directors and Officers who are Employees);
(ii) Non-Employee Eligible Individuals; and (iii) former or prospective
Employees and Non-Employee Eligible Individuals.

                           (c)      In granting Options, the Committee shall
take into consideration the contribution the person has made, or is expected to
make, with respect to the success of the Company or its Subsidiaries and such
other factors as the Committee shall determine. The Committee 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 may from time to time prescribe such terms and conditions
concerning such Options as it deems appropriate, including, without limitation:
(i) the exercise price or prices of the Option or any installments thereof; (ii)
the date or dates on which the Option becomes and/or remains exercisable; (iii)
providing that the Option vests or becomes exercisable in installments over a
period of time, and/or upon the attainment of certain standards, specifications
or goals; (iv) conditioning the exercise of an Option on the continued
employment or service of the


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Optionee for a specified period of time; or (v) other conditions or termination
events with respect to the exercisability of any Option, provided that such
other conditions or events are not more favorable to an Optionee than those
expressly permitted herein.

                           (d)      The Options granted to Employees or
Non-Employee Eligible Individuals under this Plan shall be in addition to
regular salaries, pension, life insurance or other benefits related to their
employment with or service to the Company or its Subsidiaries.

                           (e)      Notwithstanding any other provisions of this
Plan to the contrary, 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, as those terms are 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.

                           (f)      Notwithstanding any other provision of this
Plan, and in addition to any other requirements of this Plan, the aggregate
number of Shares with respect to which Options may be granted to any one
Optionee may not exceed sixty percent (60%) of authorized Options, subject to
adjustment as provided in Section 10(a) hereof.

                           (g)      Notwithstanding any other provision of this
Plan, and in addition to any other requirements of this Plan, Options may not be
granted to a Covered Employee unless the grant of such Option is authorized by,
and all of the terms of such Options are determined by, a Committee that is
appointed in accordance with Section 13 of this Plan and all of whose members
are Outside Directors.

                           (h)      Incentive Stock Options may be granted only
to Employees.

                           (i)      The Committee may, in its sole discretion,
condition the grant of an Option upon the execution and delivery of
confidentiality, non-competition and other restrictive covenants and agreements,
all of which may be incorporated into the Option Agreement.

                           (j)      The date of grant of an Option shall, for
all purposes, be the date on which the Board makes the determination to grant
such Option. Notice of the determination shall be given to each Optionee within
a reasonable time after the date of such grant.

         6.       EXERCISE PRICE.

                           (a)      Except as provided in this Section 6, the
exercise price per Share of any Option shall be the price determined by the
Committee at the time the Option is granted, provided it is in excess of the
Share's par value.

                           (b)      Subject to Section 5(e), the exercise price
of any Incentive Stock Option shall not be less than the Fair Market Value of
the Share underlying the Option (as determined in the sole and absolute
discretion of the Committee in a fair and uniform manner) on the date such
Incentive Stock Option is granted.


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         7.       EXERCISE OF OPTIONS.

                           (a)      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 payment of the exercise price for all of the
Shares as to which the Option is exercised has been made; (iii) the Optionee has
agreed to be bound by the terms, provisions and conditions of any applicable
shareholders' agreement; and (iv) arrangements that are satisfactory to the
Committee 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 the Subsidiary
employing the Optionee to withhold in accordance with applicable Federal or
state tax withholding requirements. Unless further limited by the Committee in
any Option Agreement, the exercise price of any Option may be paid in cash, by
certified or official bank check, by personal check (with the approval of the
Committee), by money order, with Shares owned by the Optionee that have been
owned by the Optionee for more than 6 months on the date of surrender or such
other period as may be required to avoid a charge to the Company's earnings for
financial accounting purposes, by authorization for the Company to withhold
Shares issuable upon exercise of the Option, by arrangement with a broker that
is acceptable to the Committee where payment of the exercise price is made
pursuant to an irrevocable direction to the broker to deliver all or a part of
the proceeds from the sale of the Option Shares to the Company in payment of the
exercise price or by a combination of the above, or by promissory note (as
described below). If the exercise price is paid in whole or in part with Shares,
the value of the Shares surrendered shall be their Fair Market Value on the date
the Option is exercised.

                           (b)      The Company in its sole discretion may, on
an individual basis or pursuant to a general program established in connection
with this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or
otherwise assist an Optionee to obtain the financing 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 in part with the 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 such Option; (iii) bear interest at
the prime rate of the Company's principal lender, plus two percent; and (iv)
contain such other terms as the Board or Committee in its sole discretion shall
reasonably require.

                           (c)      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 such Shares are issued to such person(s) under the terms of
this Plan (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company). Until the issuance of the
stock certificate evidencing the Shares as to which an Option has been
exercised, no right to vote or to receive dividends or any other rights as a
shareholder shall exist with respect to such Shares. 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 such stock certificate is issued, notwithstanding the exercise of such
Option, except as expressly provided in Section 10 hereof.

         8.       EXERCISABILITY OF OPTIONS.


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                           (a)      Except as otherwise provided in this Section
8 and subject to Section 12, an Option shall become exercisable in such amounts,
at such vesting intervals, upon such events or occurrences, and upon such other
terms and conditions as shall be provided in the individual's Option Agreement.

                           (b)      Subject to Section 5(e), the expiration
date(s) of an Option shall be determined by the Committee at the time of grant,
but in no event shall an Option be exercisable after the expiration of 7 years
from the date of grant of the Option.

                           (c)      Unless otherwise expressly provided in any
Option Agreement, and notwithstanding the exercise schedule set forth in any
Option Agreement, each outstanding Option, may, in the sole discretion of the
Committee, become fully exercisable upon the date of the occurrence of any
Change of Control or the Optionee's termination of employment with the Company
by reason of Retirement, death or Disability. However, unless otherwise
expressly provided in any Option Agreement, the Option shall not be exercisable
earlier than six months after the date of grant, and if and only if Optionee
remains in the employ or service of the Company or Subsidiary, as the case may
be, on such date.

         9.       TERMINATION OF OPTION EXERCISE PERIOD.

                           (a)      Unless otherwise expressly provided in any
Option Agreement, the unexercised portion of any Option granted to an Optionee
shall automatically and without notice immediately terminate at the earliest to
occur of the following:

                                    (i)      one year after the date on which
the Optionee's employment or service is terminated for any reason, other than by
reason of: (A) Cause; (B) voluntary termination of employment or service by the
Optionee; or (C) the Optionee's death;

                                    (ii)     immediately upon the termination by
the Company of the Optionee's employment or service for Cause;

                                    (iii)    ninety days after the voluntary
termination of employment or service by the Optionee;

                                    (iv)     one year after the date of the
Optionee's death provided, that with respect to the death of an Optionee who
previously terminated his employment or his service by reason of Disability, the
option exercise period shall expire at the later to occur of one year following
the date on which the Optionee's employment or service with the Company was
terminated due to Disability, or one month following the Optionee's death.

                           (b)      Unless otherwise expressly provided in any
Option, the Committee in its sole discretion may, by giving written notice
("cancellation notice") to the Optionee, cancel, effective upon the date of the
consummation of any Change of Control, any Option that remains unexercised on
such date. Such cancellation notice shall be given within a reasonable period of
time prior to the proposed date of such cancellation and may be given either
before or after approval of such corporate transaction.


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                           (c)      Upon termination of an Option (or portion
thereof) pursuant to the foregoing provisions of this Section 9, any Option (or
portion thereof) not previously exercised shall be canceled.

         10.      ADJUSTMENT OF SHARES.

                           (a)      If, at any time while this Plan is in effect
or unexercised Options are outstanding, there shall be any increase or decrease
in the number of issued and outstanding Common Stock through the declaration of
a stock dividend, through any recapitalization, reclassification, stock
split-up, combination or exchange of Common Stock (other than any such exchange
or issuance of Common Stock through which Common Stock is issued to effect an
acquisition of another business or entity or the Company's purchase of Common
Stock to exercise a "call" purchase option), then and in such event:

                                    (i)      appropriate adjustment shall be
made in the maximum number of Shares available for grant under this 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)     appropriate adjustment shall be
made 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)      Such adjustments shall be made by the
Committee, whose determination shall be final, binding and conclusive.

                           (c)      Subject to the specific terms of 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 judgment and discretion, such
adjustments become appropriate by reason of a Change of Control.

                           (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 or exchangeable for shares of its capital stock
of any class, either in connection with a direct or underwritten sale or upon
the exercise of rights or warrants to subscribe therefor or purchase such
shares, 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 with respect to, the number of or exercise price of
Shares then subject to outstanding Options granted under this Plan.

                           (e)      Without limiting the generality of the
foregoing, the existence of outstanding Options granted under this 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, reclassifications,
reorganizations or other changes in the Company's capital structure or its
business; (ii) any merger or consolidation of the Company or to which the
Company is a party; (iii) any issuance by the Company of debt securities, or
preferred or preference stock, that would rank senior to or above the Shares
subject to outstanding Options; (iv) any purchase or issuance by the Company of
Shares or other classes of common stock or common equity securities; (v) the
dissolution or


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liquidation of the Company; (vi) any sale, transfer, encumbrance, pledge or
assignment of all or any part of the assets or business of the Company; or (vii)
any other corporate act or proceeding, whether of a similar character or
otherwise.

                           (f)      The Optionee shall receive written notice
within a reasonable time prior to the consummation of such action advising the
Optionee of any of the foregoing. The Committee may, in the exercise of its sole
discretion, in such instances declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise her or his
Option.

         11.      TRANSFERABILITY OF OPTIONS.

                           (a)      No 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; provided, however, that a Non-Statutory Stock
Option may be transferred to a family member or trust for the benefit of a
family member if the Committee's prior written consent is obtained (which
consent may be obtained at the time an Option is granted) and provided the
transaction does not violate the requirements of Rule 16b-3. Each Option shall
be exercisable during the Optionee's lifetime only by the Optionee, or in the
case of a Non-Statutory Stock Option that has been assigned or otherwise
transferred with the Committee's prior written consent, only by the assignee
consented to by the Committee.

                           (b)      Unless the Committee's prior written consent
is obtained (which consent may be obtained at the time an Option is granted),
and provided the transaction does not violate the requirements of Rule 16b-3, no
Shares acquired by an Officer, as that term is defined under Rule 16b-3, 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.

         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 of any sale or issuance of
Shares upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any law, regulation, agreement or other applicable restriction,
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


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                                    (ii)     (A) an agreement and undertaking to
comply with all of the terms, restrictions and provisions set forth in any then
applicable shareholders' agreement relating to the Shares, including without
limitation any restrictions on transferability, any rights of first refusal and
any option of the Company to "call" or purchase such Shares under then
applicable agreements, and (B) any restrictive legend or legends, to be embossed
or imprinted on Share certificates, that are, in the discretion of the
Committee, necessary or appropriate to comply with the provisions of any
securities law or other restriction applicable to the issuance of the Shares.

         13.      REDEMPTION OF SHARES BY THE COMPANY.

                           (a)      Right to Redeem. Subject to any restrictions
under applicable corporate or other laws, and notwithstanding any other
provisions of this Plan to the contrary, the Company shall have the right to
redeem any Shares issued to any Optionee upon the exercise by such Optionee of
the Option granted to him under the Plan immediately upon the termination of
Optionee's employment or service arising from (i) a Disability; (ii) the death
of the Optionee; (iii) the voluntary termination of employment or services of
the Optionee; or (iv) the termination of employment or services of the Optionee
for Cause (each an "Event of Redemption").

                           (b)      Redemption Price.

                                    (i)      The purchase price (the "Redemption
Price"), to be paid by the Company at the Redemption Closing (as defined herein)
for the Shares of the Optionee upon the occurrence of an Event of Redemption
pursuant to Section 13(a)(i)-(iii), shall be the Fair Market Value of the Shares
on the date of the Event of Redemption, as determined in accordance with Section
2(n) hereof.

                                    (ii)     In the event of an Event of
Redemption set forth in Section 13(a)(iv), the Redemption Price shall be zero,
and the Optionee shall immediately surrender the Shares to the Company without
payment of any further compensation for his Shares.

                           (c)      Redemption Closing. The closing (the
"Redemption Closing") shall take place no later than thirty (30) days after the
date of the occurrence of the Redemption Event. At the Redemption Closing: (i)
the Optionee shall deliver to the Company the share certificate or certificates
evidencing the ownership of the Shares together with duly executed stock powers
endorsed in blank and such other documents as the Company shall require; and
(ii) the Company shall pay to the Optionee the Redemption Price (if any) by wire
transfer, certified check or, in the Company's sole discretion, by delivery of a
promissory note to the Optionee in the principal amount of the Redemption Price
and payable on such terms as the Company may deem appropriate.

         14.      ADMINISTRATION.

                           (a)      This Plan shall be administered by the
Committee, which shall consist of not less than two Directors, each of whom
shall be Outside Directors. The Committee shall have all of the powers of the
Board with respect to this Plan. Any member of the Committee may be removed at
any time, with or without cause, by resolution of the Board, and any vacancy
occurring in the membership of the Committee may be filled by appointment by the
Board.


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<PAGE>

                           (b)      Subject to the provisions of this Plan, the
Committee shall have the authority, in its sole discretion, to: (i) grant
Options; (ii) determine the Fair Market Value per Share; (iii) determine the
exercise price per Share at which Non-Statutory Stock Options may be exercised;
(iv) determine the Optionees to whom, and the time or times at which, Options
shall be granted; (v) determine the number of Shares subject to each Option;
(vi) determine the terms, conditions and provisions of each Option granted
(which need not be identical); (vii) with the consent of the holder thereof,
modify or amend each Option; (viii) defer (with the consent of the Optionee) or
accelerate the exercise date of any Option; and (ix) make all other
determinations deemed necessary or advisable for the administration of this
Plan.

                           (c)      The Committee may, from time to time, adopt
rules and regulations for carrying out the purposes of this Plan. The
Committee's determinations and its interpretation and construction of any
provision of this Plan or any Option shall be final and conclusive, and binding
upon all Optionees and any other holders of any Options granted under this Plan.

                           (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 of the Committee; or (ii) without a meeting by the
unanimous written approval of the members of the Committee.

                           (e)      The Board may reserve to itself the power to
grant Options to Employees or Directors or directors of any Subsidiary who are
not Covered Employees. If and to the extent that the Board reserves such powers,
then all references herein to the Committee shall refer to the Board with
respect to the Options granted by the Board.

                           (f)      No Member of the Committee, or any Officer
or Director, shall be personally liable for any act or omission made in good
faith in connection with this Plan.

                           (g)      The inability of the Company to obtain
authority from any regulatory body having jurisdiction over the grant of options
under the Plan, which authority is deemed by the Company's legal counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

         15.      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 take any other action in connection with the
issuance or delivery then to be made, such issuance or delivery shall be
deferred until such withholding or deduction shall have been provided for by the
Optionee or beneficiary, or other appropriate action shall have been taken, as
determined by the Committee in its sole discretion.

         16.      INTERPRETATION.

                           (a)      This Plan shall be administered and
interpreted so that all Incentive Stock Options granted under this Plan will
qualify as Incentive Stock Options under Section 422 of the Code. If any
provision of this Plan should be held invalid for the granting of Incentive
Stock Options or illegal for any reason, such determination shall not affect the
remaining provisions


                                       12
<PAGE>

hereof, and this Plan shall be construed and enforced as if such provision had
never been included in this Plan.

                           (b)      As it is the intent of the Company that the
Plan comply in all respects with 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 Board and the
Committee each may from time to time adopt rules and regulations under, and
amend, the Plan in furtherance of the intent of the foregoing.

                           (c)      This Plan shall be governed by the internal
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 or
affect the meaning or interpretation of any 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.

         17.      AMENDMENT AND TERMINATION OF THE PLAN. Either the Board or the
Committee may from time to time amend or terminate this Plan or any Option
without approval of the shareholders of the Company, unless shareholder approval
is required by Rule 16b-3, applicable stock exchange or quotation systems, or
applicable Code provisions; provided, however, that, except to the extent
provided in Section 9, no amendment or termination of this Plan or any Option
issued hereunder shall substantially impair any Option previously granted to any
Optionee without the consent of such Optionee.

         18.      INFORMATION TO OPTIONEES. The Company shall provide to each
Optionee, during the period for which such person has one or more Options
outstanding, copies of all annual reports and other information provided to all
shareholders of the Company The Company shall not be required to provide such
information if the issuance of Options under the Plan is limited to key
Employees whose duties assure their access to equivalent information.

         19.      RIGHTS AS AN EMPLOYEE OR NON-EMPLOYEE. Neither the Plan nor
any Option granted pursuant thereto shall be construed to give any person the
right to remain in the employ or service of the Company or any Affiliate, or to
affect the right of the Company or any Affiliate to terminate such individual's
employment or service at any time with or without cause. The grant of an Option
shall not entitle the Optionee to, or disqualify the Optionee from,
participation in the grant of any other Option under the Plan or participation
in any other benefit plan maintained by the Company or any Affiliate.

         20.      SUCCESSORS AND ASSIGNS. The Plan shall be binding upon the
Company's successors and assigns and shall inure to the benefit of any
representative, executor, administrator, heir, or legatee of the Optionee.


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