UNIROYAL TECHNOLOGY CORPORATION

                       1994 STOCK OPTION PLAN, AS AMENDED

                         TO MARCH 16, 2001 AND RESTATED






         I. PURPOSE

         Uniroyal Technology Corporation, a Delaware corporation (the
"Company"), desires to afford certain of its key employees and certain key
employees of any subsidiary corporation or parent corporation of the Company now
existing or hereafter formed or acquired who are responsible for the continued
growth of the Company an opportunity to acquire a proprietary interest in the
Company, and thus to create in such key employees an increased interest in and a
greater concern for the welfare of the Company and its subsidiaries.

         The stock options ("Options") offered pursuant to this 1994
Stock Option Plan (the "Plan") are a matter of separate inducement and are not
in lieu of any salary or other compensation for the services of any key
employee.

         The Company, by means of the Plan, seeks to retain the services of
persons now holding key positions and to secure and retain the services of
persons capable of filling such positions.

         The Options granted under the Plan are intended to be either
incentive stock options ("Incentive Options") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or options that
do not meet the requirements for Incentive Options ("Non-Qualified Options"),
but the Company makes no warranty as to the qualification of any Option as an
Incentive Option.


         II.  AMOUNT OF STOCK SUBJECT TO THE PLAN

         Up to 5,304,000 shares of Common Stock $.01 per value per share
("Shares"), may be granted and outstanding under the Plan, provided that the
total number of Shares of the Company which may be purchased pursuant to the
exercise of Options granted under the Plan and all other stock option plans of
the Company for employees shall not at any time exceed, in the aggregate,
fifteen percent (15%) of the then currently authorized Shares outstanding, on a
fully diluted basis, such number to be subject to adjustment in accordance with
Article XI of the Plan.

         Shares which may be acquired under the Plan may be either authorized
but unissued Shares, Shares of issued stock held in the Company's treasury, or
both, at the discretion of the Company. If and to the extent that Options
granted under the Plan expire or terminate without having been exercised, the
Shares covered by such expired or terminated Options may again be subject to an
Option under the Plan.

         Except as provided in Articles XVIII and XXII hereof, the Company may,
from time to time during the period beginning on the Effective Date and ending
on January 1, 2004 (the "Termination Date"), grant to certain key employees of
the Company, or certain key employees of any subsidiary corporation or parent
corporation of the Company now existing or hereafter formed or acquired,
Incentive Options and/or Non-Qualified Options under the terms hereinafter set
forth.

         As used in the Plan, the term "parent corporation" and
"subsidiary corporation" shall mean a corporation coming within the definition
of such terms contained in Sections 424(e) and 424(f) of the Code, respectively.

         III.  ADMINISTRATION

         The Plan shall be administered by the Option Committee of the
Board of Directors of the Company (the "Board") or such other committee or
subcommittee as the Board may designate or as shall be formed by the abstention
or recusal of a non-Qualified Member (as defined below) of such committee (the
"Committee"). The members of the Committee shall be appointed by, and serve at
the pleasure of, the Board. Except as provided in the last sentence of this
Article III, at all times that the Committee acts in connection with the Plan,
the Committee shall consist solely of Qualified Members, the number of whom
shall not be less than two. A "Qualified Member" is both a "non-employee
director" within the meaning of Rule 16b-3 ("Rule 16b3") promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act") and an "outside director"
within the meaning of section 162(m) of the Code. Solely with respect to the
granting and administration of awards to persons who are not at the time of the
grant, and who are not expected to become, subject to the insider trading
restrictions of Section 16 of the Exchange Act or the limitation on deductible
compensation under Section 162(m) of the Code, the Committee may consist of a
single member of the Board, who need not be a Qualified Member.

         Subject to the express provisions of the Plan, the Committee shall have
authority, in its discretion, to determine the persons to whom Options shall be
granted, the time when such persons shall be granted Options, the number of
Shares which shall be subject to each Option, the purchase price of each Share
which shall be subject to each Option, the period(s) during which such Options
shall be exercisable (whether in whole or part), and the other terms and
provisions thereof (which need not be identical). In determining the persons to
whom Options shall be granted and the number of Shares for which Options are to
be granted to each person, the Committee shall give consideration to the length
of service, the amount of earnings and the responsibilities and duties of such
person. Options need not be uniform as to all grants and recipients thereof.

         Subject to the express provisions of the Plan, the Committee also shall
have authority to construe the Plan and the Options granted thereunder, to amend
the Plan and the Options granted thereunder, to construe any ambiguous provision
of the Plan and/or any Option award agreement, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions of the Options (which need not be identical); to determine
eligibility for participation in the Plan; to determine whether an Option will
be a qualified Incentive Stock Option or a non-qualified option; to grant
waivers of Plan terms, conditions, restrictions and limitations or accelerate
exercisability of an Option; to correct errors, supply any omissions or
reconcile any inconsistencies in the Plan and/or any Option award agreement; to
supply additional conditions, terms and restrictions with respect to any
Options; to determine the fair market value of a Share, in accordance with the
Plan; and to make all other determinations necessary or advisable for
administering the Plan. The Committee also shall have the authority to require,
in its discretion, as a condition of the granting of any such Option, that the
employee agree (a) not to sell or otherwise dispose of Shares acquired pursuant
to the exercise of such Option for a period of six (6) months following the date
of the acquisition of such Option and (b) that in the event of termination of
employment of such employee, other than as a result of dismissal without cause,
such employee will not, for a period to be fixed at the time of the grant of the
Option, enter into any other employment or participate directly or indirectly in
any other business or enterprise which is competitive with the business of the
Company or any subsidiary corporation or parent corporation of the Company, or
enter into any employment in which such employee will be called upon to utilize
special knowledge obtained through employment with the Company or any subsidiary
corporation or parent corporation thereof.

         The determination of the Committee on matters referred to in this
Article III shall be conclusive.

         The Committee may employ such legal or other counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion or computation received from any such counsel, consultant or
agent. Expenses incurred by the Committee in the engagement of such counsel,
consultant or agent shall be paid by the Company. No member or former member of
the Board of Directors, the Executive Committee or the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any award of Options granted hereunder.


         IV.  ELIGIBILITY

         Options may be granted only to key or outstanding employees of the
Company or any subsidiary corporation or parent corporation of the Company now
existing or hereafter formed or acquired, except as hereinafter provided. Any
person who shall have retired from the active employment by the Company or any
subsidiary corporation or parent corporation of the Company, although such
person shall have entered into a consulting contract with the Company or a
subsidiary corporation or parent corporation of the Company, shall not be
eligible to receive an Option.

         No person shall have any rights or claims under the Plan except in
accordance with the provisions of the Plan and the applicable Option. The Plan
does not create a right in any person to participate in the Plan, nor does it
create a right in any person to have any Options granted to him or her.

         V.  OPTION PRICE AND PAYMENT

         The price for each Share purchasable under any Option shall be equal to
100% of the fair market value of a Share on the date of grant; provided,
however, that in the case of an Incentive Option granted to a person who, at the
time such Option is granted, owns shares of the Company or any subsidiary
corporation or parent corporation of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any subsidiary corporation or parent corporation of the Company,
the purchase price for each Share shall be such amount as the Committee, in its
best judgment, shall determine to be not less than one hundred ten percent
(110%) of the fair market value per Share at the date the Option is granted. In
determining the stock ownership of an employee for any purpose under the Plan,
the rules of Section 424(d) of the Code shall be applied, and the Committee may
rely on representations of fact made to it by the employee and believed by it in
good faith to be true. Each Option shall state whether such Option will be a
qualified Incentive Option, a Non-Qualified Option or a combination of the two
types.

         If the Shares are listed on a national securities exchange in the
United States on any date on which the fair market value per Share is to be
determined, the fair market value per Share shall be the closing quotation at
which such Shares are sold on such national securities exchange on the date such
Option is granted. In the event that the Shares are listed on a national
securities exchange in the United States on such date but the Shares are not
traded on such date, or such national securities exchange is not open for
business on such date, the fair market value per Share shall be determined as of
the closest preceding date on which such exchange shall have been open for
business and the Shares were traded. If the Shares are listed on more than one
national securities exchange in the United States on the date any such Option is
granted, the Committee shall determine which national securities exchange shall
be used for the purpose of determining the fair market value per Share.

         If on the date any Option is granted a public market exists for the
Shares but such Shares are not listed on a national securities exchange in the
United States, the fair market value per Share shall be deemed to be the closing
price as reported by the Nasdaq National Market (or its successor quotation
system) for such Shares on the date such Option is granted. In the event that
there is no closing price reported by the Nasdaq National Market (or its
successor quotation system) for Shares on the date such Option is granted, the
fair market value per Share shall be the closing price reported by the Nasdaq
National Market (or its successor quotation system) for Shares on the closest
date preceding the date such Option is granted for which such quotations are
available.

         If on the date any Option is granted no public market exists for
Shares, the fair market value per Share shall be determined by such other
reasonable valuation method as the Committee shall, in its discretion, select
and apply in good faith. For all purposes of this Plan, the fair market value
per Share shall be determined subject to Section 422(c)(7) of the Code.

         For all purposes of this Plan, (i) the fair market value of a Share
shall be determined in accordance with this Article V and (ii) the determination
by the Committee of the fair market value of a Share shall be conclusive.

         Upon the exercise of an Option granted hereunder, the Company
shall cause the purchased Shares to be issued only when it shall have received
the full purchase price for the Shares, and applicable taxes, if any, in
accordance with Article XV hereof, in cash; provided, however, that in lieu of
cash, the holder of an Option may, to the extent permitted by applicable law,
exercise an Option (a) in whole or in part, by delivering to the Company Shares
(in proper form for transfer and accompanied by all requisite stock transfer tax
stamps or cash in lieu thereof) owned by such holder for at least six (6) months
prior to such delivery having a fair market value equal to the cash exercise
price applicable to that portion of the Option being exercised by the delivery
of such shares, the fair market value of Common Shares so delivered to be
determined as of the date immediately preceding the date on which the Option is
exercised, or as may be required in order to comply with or to conform to the
requirements of any applicable laws or regulations, (b) in whole or in part, by
delivering to the Company authorization for the immediate sale of the Shares
that will be purchased by exercise of the Option and retention by Company of
such sale or liquidation proceeds (accompanied by all requisite authorizations
as legal counsel for the Company deem necessary) with respect to such numbers of
Shares having a fair market value equal to the cash exercise price applicable to
that portion of the Option being exercised by holder, the fair market value of
Shares to be so purchased and sold to be determined as of the date immediately
preceding the date on which the Option is exercised, or as may be required in
order to comply with or to conform to the requirements of any applicable laws or
regulations, or (c) in part, by delivering to the Company an executed promissory
note on such terms and conditions as the Committee shall determine, at the time
of grant, in its discretion; provided, however, that (i) the principal amount of
such note shall not exceed ninety percent (90%) (or such lesser percentage as
would be permitted by applicable margin regulations) of the aggregate purchase
price of the Shares then being purchased pursuant to the exercise of such Option
and (ii) payment for shares with a promissory note is permissible under
applicable law.

         VI.  TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE

         Any Option granted hereunder shall be exercisable at such times, in
such amounts and during such period or periods as the Committee shall determine
at the date of the grant of such Option; provided, however, that an Incentive
Option shall not be exercisable after the expiration of ten (10) years from the
date such Option is granted; provided, further, that in the case of an Incentive
Option granted to a person who, at the time such Incentive Option is granted,
owns stock of the Company or any subsidiary corporation or parent corporation of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any subsidiary corporation or
parent corporation of the Company, such Incentive Option shall not be
exercisable after the expiration of five (5) years from the date such Incentive
Option is granted.

         The Committee shall have the right to accelerate, in whole or in part,
from time to time, conditionally or unconditionally, rights to exercise any
Option granted hereunder.

         To the extent that an Option is not exercised within the period of
exercisability specified therein, it shall expire as to the then unexercised
part.

         Except to the extent otherwise provided under the Code, to the extent
that the aggregate fair market value of stock for which Incentive Options (under
all stock option plans of the Company and of any parent corporation or
subsidiary corporation of the Company) are exercisable for the first time by an
employee during any calendar year exceeds $100,000, such Options shall be
treated as Non-Qualified Options. For purposes of this limitation, (a) the fair
market value of stock is determined as of the time the Option is granted, and
(b) the limitation will be applied by taking into account Options in the order
in which they were granted.

         In no event shall an Option granted hereunder be exercised for a
fraction of a Share or the lesser of fifty (50) Shares or the full number of
Shares then subject to the Option.

         A person entitled to receive Shares upon the exercise of an Option
shall not have the rights of a stockholder with respect to such Shares until the
date of issuance of a stock certificate to such person for such Shares;
provided, however, that until such stock certificate is issued, any holder of an
Option using previously acquired Shares in payment of an option exercise price
shall continue to have the rights of a stockholder with respect to such
previously acquired Shares.

         VII.  TERMINATION OF EMPLOYMENT

         Upon termination of employment of any employee of the Company and all
subsidiary corporations and parent corporations of the Company, any Option
previously granted to the employee, unless otherwise specified by the Committee
in the Option, shall, to the extent not theretofore exercised, terminate and
become null and void; provided, however, that:

                (a) if the employee shall die while in the employ of such
                    corporation or during either the three (3) month or one (1)
                    year period, whichever is applicable, specified in clause
                    (b) below and at a time when such employee was entitled to
                    exercise an Option as herein provided, the legal
                    representative of such employee, or such person who acquired
                    such Option by bequest or inheritance or by reason of the
                    death of the employee, may, not later than one (1) year from
                    the date of death, exercise such Option, to the extent not
                    theretofore exercised, in respect of any or all of such
                    number of Shares as specified by the Committee in such
                    Option; and

                (b) if the employment of any employee to whom such Option shall
                    have been granted shall terminate by reason of the
                    employee's retirement (at such age or upon such conditions
                    as shall be specified by the Committee and stated in the
                    Option), disability (as described in Section 22(e)(3) of the
                    Code) or dismissal by the employer other than for cause (as
                    defined below), and while such employee is entitled to
                    exercise such Option as herein provided, such employee shall
                    have the right to exercise such Option so granted in respect
                    of any or all of such number of Shares as specified by the
                    Committee in such Option, at any time up to and including
                    (i) three (3) months after the date of such termination of
                    employment in the case of termination by reason of
                    retirement or dismissal other than for cause, and (ii) one
                    (1) year after the date of termination of employment in the
                    case of termination by reason of disability.

         In no event, however, shall any person be entitled to exercise any
Option after the expiration of the period of exercisability of such Option, as
specified therein.

         If an employee voluntarily terminates his or her employment, or is
discharged for cause, any Option granted hereunder shall, unless otherwise
specified by the Committee in the Option, forthwith terminate with respect to
any unexercised portion thereof.

         If an Option granted hereunder shall be exercised by the legal
representative of a deceased grantee or by a person who acquired an Option
granted hereunder by bequest or inheritance or by reason of the death of any
employee or former employee, written notice of such exercise shall be
accompanied by a certified copy of letters testamentary or equivalent proof of
the right of such legal representative or other person to exercise such Option.

         For the purposes of the Plan, the term "for cause" shall mean (a) with
respect to an employee who is a party to a written employment agreement with,
or, alternatively, participates in a compensation or benefit plan of the Company
or a subsidiary corporation or parent corporation of the Company, which
agreement or plan contains a definition of "for cause" or "cause" (or words of
like import) for purposes of termination of employment thereunder by the Company
or such subsidiary corporation or parent corporation of the Company, "for cause"
or "cause" as defined therein; or (b) in all other cases, (i) the willful
commission by an employee of an act that causes or may cause substantial damage
to the Company or a subsidiary corporation or parent corporation of the Company;
(ii) the commission by an employee of an act of fraud in the performance of such
employee's duties on behalf of the Company or a subsidiary corporation or parent
corporation of the Company; (iii) conviction of the employee for commission of a
felony in connection with the performance of his duties on behalf of the Company
or a subsidiary corporation or parent corporation of the Company, or (iv) the
continuing failure of an employee to perform the duties of such employee to the
Company or a subsidiary corporation or parent corporation of the Company after
written notice thereof and a reasonable opportunity to be heard and cure such
failure are given to the employee by the Committee.

         For the purposes of the Plan, an employment relationship shall be
deemed to exist between an individual and a corporation if, at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422 of the Code. If an individual is on leave of absence taken with
the consent of the corporation by which such individual was employed, or is on
active military service, and is determined to be an "employee" for purposes of
the exercise of an Option, such individual shall not be entitled to exercise
such Option during such period and while the employment is treated as continuing
intact unless such individual shall have obtained the prior written consent of
such corporation, which consent shall be signed by the chairman of the board of
directors, the president, a vice-president or other duly authorized officer of
such corporation.

         A termination of employment shall not be deemed to occur by reason of
(i) the transfer of an employee from employment by the Company to employment by
a subsidiary corporation or a parent corporation of the Company or (ii) the
transfer of an employee from employment by a subsidiary corporation or a parent
corporation of the Company to employment by the Company or by another subsidiary
corporation or parent corporation of the Company.

         VIII.  EXERCISE OF OPTIONS

         Options granted under the Plan may be exercised by the optionee as to
all or part of the Shares covered thereby by the giving of written notice of the
exercise thereof to the Corporate Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be purchased
and accompanied by payment of the purchase price stated in the Option and
applicable taxes, if any, in accordance with Article XV hereof. Subject to the
terms of Articles XIII, XIV and XVI hereof, the Company shall cause certificates
for the Shares so purchased to be delivered at the principal business office of
the Company, against payment of the full purchase price, on the date specified
in the notice of exercise.

         IX.  USE OF PROCEEDS

         This Plan shall be unfunded. The cash proceeds of the sale of Shares
subject to the Options granted hereunder are to be added to the general funds of
the Company and used for its general corporate purposes as the Board of
Directors shall determine.

         X.  NONTRANSFERABILITY OF OPTIONS

         No Option granted hereunder shall be transferable, whether by operation
of law or otherwise, other than by will or the laws of descent and distribution,
and any Option granted hereunder shall be exercisable, during the lifetime of
the grantee thereof, only by such grantee. Except to the extent provided above,
Options may not be assigned, transferred, pledged, hypothecated or disposed of
in any way (whether by operation of law or otherwise) and shall not be subject
to execution, attachment or similar process.

         XI.  ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

         Notwithstanding any other provision contained herein, in the event of
any change in the Shares subject to the Plan or to any Option granted under the
Plan (through merger, consolidation (whether or not the Company is a surviving
corporation), reorganization, recapitalization, stock dividend, stock split,
split-up, split-off, spin-off, extraordinary dividend payable in cash or
property, combination of shares, exchange of shares, or other like change in
capital structure of the Company), an adjustment shall be made to each
outstanding Option such that each such Option shall thereafter be exercisable
for such securities, cash and/or other property as would have been received in
respect of the Shares subject to such Option had such Option been exercised in
full immediately prior to such change, and such an adjustment shall be made
successively each time any such change shall occur. The term "Shares" after any
such change shall refer to the securities, cash and/or property then receivable
upon exercise of an Option. In addition, in the event of any such change, the
Committee shall make any further adjustment to the maximum number of Shares
which may be acquired under the Plan pursuant to the exercise of Options, the
maximum number of Shares for which Options may be granted to any one employee of
the Company, and the number of Shares and price per Share subject to outstanding
Options as shall be equitable to prevent dilution or enlargement of rights under
such Options, and the determination of the Committee as to these matters shall
be conclusive; provided, however, that (a) each such adjustment with respect to
an Incentive Option shall comply with the rules of Section 424(a) of the Code
(or any successor provision), and (b) in no event shall any adjustment be made
which would render any Incentive Option granted hereunder other than an
"incentive stock option" as defined in Section 422 of the Code.

         In the event of a "change in control" of the Company, all then
outstanding Options shall immediately become exercisable. For purposes of the
Plan, a "change in control" of the Company occurs if (a) more than fifty percent
(50%) of the total combined voting power of all classes of stock of the Company
normally entitled to vote for the election of directors of the Company is
acquired by another person, firm or corporation or by a cooperating group of
such individuals or entities, (b) the Board of Directors approves the sale of
all or substantially all of the property or assets of the Company, or (c) the
Board of Directors approves a consolidation or merger of the Company with
another corporation, the consummation of which would result in the occurrence of
an event described in clause (a) above.

         Notwithstanding anything contained herein to the contrary, the
Committee, in its discretion, may determine that, upon the occurrence of a
transaction described in the preceding paragraph, each Option outstanding
hereunder shall terminate within a specified number of days after notice to the
holder, and such holder shall receive, with respect to each Share subject to
such Option, an amount equal to the excess of the fair market value of such
Shares immediately prior to the occurrence of such transaction over the exercise
price per Share of such Option; such amount shall be payable in cash, in one or
more of the kinds of property payable in such transaction, or in a combination
thereof, as the Committee in its discretion shall determine. The provisions
contained in the preceding sentence shall be inapplicable to an Option granted
within six (6) months before the occurrence of a transaction described above if
the holder of such Option is subject to the reporting requirements of Section
16(a) of the Exchange Act.

         XII.  RIGHT TO TERMINATE EMPLOYMENT

         The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the employment
of any holder of an Option and it shall not impose any obligation on the part of
any holder of an Option to remain in the employ of the Company or of any
subsidiary corporation or parent corporation thereof.

         XIII.  PURCHASE FOR INVESTMENT

         Except as hereinafter provided, the Committee may require the holder of
an Option granted hereunder, as a condition of exercise of such Option, to
execute and deliver to the Company a written statement, in form satisfactory to
the Committee, in which such holder represents and warrants that such holder is
purchasing or acquiring the Shares acquired thereunder for such holder's own
account, for investment only and not with a view to the resale or distribution
thereof, and agrees that any subsequent resale or distribution of any of such
Shares shall be made only pursuant to either (i) a Registration Statement on an
appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), which Registration Statement has become effective and is current with
regard to the Shares being sold, or (ii) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the holder shall, prior to any offer of sale or sale of such Shares, obtain a
prior favorable written opinion of counsel, in form and substance satisfactory
to counsel for the Company, as to the application of such exemption thereto. The
foregoing restriction shall not apply to (x) issuances by the Company so long as
the Shares being issued are registered under the Securities Act and a prospectus
in respect thereof is current or (y) reofferings of Shares by affiliates of the
Company (as defined in Rule 405 or any successor rule or regulation promulgated
under the Securities Act) if the Shares being reoffered are registered under the
Securities Act and a prospectus in respect thereof is current.

         Nothing herein shall be construed as requiring the Company to register
Shares subject to any Option under the Securities Act. In addition, if at any
time the Committee shall determine that the listing or qualification of the
Shares subject to such Option on any securities exchange or under any applicable
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
an Option, or the issuance of Shares thereunder, such Option may not be
exercised in whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.

         XIV.  ISSUANCE OF STOCK CERTIFICATES; LEGENDS, PAYMENT OF EXPENSES

         Upon any exercise of an Option which may be granted hereunder and
payment of the purchase price and applicable taxes, if any, in accordance with
Article XV hereof, in respect thereof in accordance with the terms of this Plan
and the Option, a certificate or certificates for the Shares shall be issued by
the Company in the name of the person exercising the Option and shall be
delivered to or upon the order of such person.

         The Company may endorse such legend or legends upon the certificates
for Shares issued pursuant to the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such Shares as the Committee,
in its discretion, determines to be necessary or appropriate to (a) prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act, (b) implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares, or
(c) permit the Company to determine the occurrence of a disqualifying
disposition, as described in Section 421(b) of the Code, of Shares transferred
upon exercise of an Incentive Option granted under the Plan.

         The Company shall pay all issue or transfer taxes with respect to the
issuance or transfer of Shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer, except
fees and expenses which may be necessitated by the filing or amending of a
Registration Statement under the Securities Act, which fees and expenses shall
be borne by the recipient of the Shares unless such Registration Statement has
been filed by the Company for its own corporate purposes (and the Company so
states) in which event the recipient of the Shares shall bear only such fees and
expenses as are attributable to the inclusion of the Shares he or she receives
in the Registration Statement.

         All Shares issued as provided herein shall be fully paid and
nonassessable to the extent permitted by law.

         XV.  WITHHOLDING TAXES

         The Company may require an employee exercising a Non-Qualified Option
granted hereunder, or disposing of Shares acquired pursuant to the exercise of
an Incentive Option in a disqualifying disposition (within the meaning of
Section 421(b) of the Code), to reimburse the corporation that employs such
employee for any taxes required by any government to be withheld or otherwise
deducted and paid by such corporation in respect of the issuance or disposition
of such Shares. In lieu thereof, the corporation that employs such employee
shall have the right to withhold the amount of such taxes from any other sums
due or to become due from such corporation to the employee upon such terms and
conditions as the Committee shall prescribe. The corporation that employs such
employee may, in its discretion, hold the stock certificate to which such
employee is entitled upon the exercise of an Option as security for the payment
of such withholding tax liability, until cash sufficient to pay that liability
has been accumulated. In addition, at any time that the Company becomes subject
to a withholding obligation under applicable law with respect to the exercise of
a Non-Qualified Option (the "Tax Date"), except as set forth below, a holder of
a Non-Qualified Option may elect to satisfy, in whole or in part, the holder's
related personal tax liabilities (an "Election") by (a) directing the Company to
withhold from Shares issuable in the related exercise either a specified number
of Shares or Shares having a specified value (in each case not in excess of the
related personal tax liabilities), (b) tendering Shares previously issued
pursuant to the exercise of an Option or other shares of the Company's common
stock owned by the holder for at least six (6) months prior to such tender or
(c) combining any or all of the foregoing options in any fashion. An Election
shall be irrevocable. The withheld Shares and other Shares tendered in payment
shall be valued at their fair market value (determined in accordance with the
principles set forth in Article V hereof) on the Tax Date. The Committee may
disapprove of any Election, suspend or terminate the right to make Elections or
provide that the right to make Elections shall not apply to particular Shares or
exercises. The Committee may impose any additional conditions or restrictions on
the right to make an Election as it shall deem appropriate. In addition, the
Company shall be authorized to effect any such withholding upon exercise of a
Non-Qualified Option by retention of shares issuable upon such exercise having a
fair market value at the date of exercise (as determined under Article V) which
is equal to the amount to be withheld; provided, however, that the Company shall
not be authorized to effect such withholding without the prior written consent
of the employee if such withholding would subject such employee to liability
under Section 16(b) of the Exchange Act. The Committee may prescribe such rules
as it determines with respect to employees subject to the reporting requirements
of Section 16(a) of the Exchange Act to effect such tax withholding in
compliance with the Rules established by the Securities and Exchange Commission
(the "Commission") under Section 16 of the Exchange Act and the positions of the
staff of the Commission thereunder expressed in no-action letters exempting such
tax withholding from liability under Section 16(b) of the Exchange Act.

         XVI.  LISTING OF SHARES AND RELATED MATTERS

         The Board of Directors may delay any issuance or delivery of Shares if
it determines that listing, registration or qualification of Shares covered by
the Plan upon any national securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale or
purchase of Shares under the Plan, until such listing, registration,
qualification, consent or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Board of
Directors.


         XVII.  AMENDMENT OF THE PLAN

         The Board of Directors may, from time to time, amend the Plan, provided
that no amendment shall be made, without the approval of the stockholders of the
Company where such approval is necessary to satisfy (i) any requirements of the
Code relating to Incentive Options or (ii) applicable state law, that will (a)
increase the total number of Shares reserved for Options under the Plan (other
than an increase resulting from an adjustment provided for in Article XI
hereof), (b) reduce the exercise price of any Incentive Option granted
hereunder, (c) modify the provisions of the Plan relating to eligibility, (d)
extend the duration of the Plan or the period during which Options may be
exercised pursuant to Article VI hereof, or (e) materially increase the benefits
accruing to participants under the Plan. The Committee shall be authorized to
amend the Plan and the Options granted thereunder to permit the Incentive
Options granted thereunder to qualify as incentive stock options within the
meaning of Section 422 of the Code and the Treasury regulations promulgated
thereunder. The rights and obligations under any Option granted before amendment
of the Plan or any unexercised portion of such Option shall not be adversely
affected by amendment of the Plan or the Option without the consent of the
holder of such Option.

         XVIII.  TERMINATION OR SUSPENSION OF THE PLAN

         The Board of Directors may at any time suspend or terminate the Plan;
provided, however, that the Board of Directors shall not suspend or terminate
the Plan prior to granting the Options on the dates set forth in Article II to
the key employees of the Company listed on Subsections A and B of Annex A
hereto. The Plan shall terminate at the close of business on the Termination
Date. Options may not be granted while the Plan is suspended or after it is
terminated. Rights and obligations under any Option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except upon the written consent of the person to whom the Option was
granted. The power of the Committee to construe and administer any Options
granted prior to the termination or suspension of the Plan under Article III
nevertheless shall continue after such termination or during such suspension.

         XIX.  SAVINGS PROVISION

         With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Committee fails to so comply, it
shall be deemed null and void, to the extent permitted by law determined by the
Committee in its sole discretion.

         XX.  GOVERNING LAW

         The Plan and such Options as may be granted hereunder and all related
matters shall be governed by, and construed and enforced in accordance with, the
laws of the State of Florida from time to time obtaining.

         XXI.  PARTIAL INVALIDITY

         The invalidity or illegality of any provision herein shall not be
deemed to affect the validity of any other provision.

         XXII.  EFFECTIVE DATE

         The Plan shall become effective at 9:00 A.M., Sarasota, Florida time,
on January 1, 1994 (the "Effective Date"); provided, however, that if the Plan
is not approved by a vote of the stockholders of the Company at an annual
meeting or any special meeting or by unanimous written consent within twelve
(12) months after the Effective Date, any Options granted hereunder shall be
Non-Qualified Options whether or not initially designated as such by the
Committee.