UNIROYAL TECHNOLOGY CORPORATION

                             1992 STOCK OPTION PLAN

                                   AS AMENDED

                                TO MARCH 20, 2001

                                  AND RESTATED



<PAGE>




                         UNIROYAL TECHNOLOGY CORPORATION

                             1992 STOCK OPTION PLAN

          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 1992 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

          The total number of Common Shares of the Company which may be
purchased pursuant to the exercise of Options granted under the Plan shall not
exceed, in the aggregate, 1,363,636 of the currently authorized Common Shares,
$.01 par value per share, of the Company (the "Shares"), 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 Article XXII hereof, the Company shall, subject
to the terms hereinafter set forth, grant:

                    (a) on September 27, 1992 (the "Effective Date"), Options to
          purchase 340,909 Shares to, and in the amounts set forth opposite the
          names of, the key employees of the Company listed in Subsection A of
          Annex A attached hereto, provided, however, that, with respect to each
          individual listed in Subsection A of Annex A hereto, such individual
          must be employed by the Company on the Effective Date and, (x) if so
          employed, the Company shall grant the Options to such individual in
          accordance with this subparagraph (a) and (y) if not so employed, any
          Option that otherwise would be granted to such individual shall be
          granted to the new key employee of the Company who subsequently fills
          the position formerly occupied by the key employee listed in
          Subsection A of Annex A, as of the date such new key employee occupies
          the position of the individual listed on Subsection A of Annex A,

                    (b) on the fifteenth (15) day after the earlier of the date
          (x) on which the Company releases statements showing the financial
          condition and results of operations for the first full fiscal quarter
          of the Company following the Effective Date, or (y) which is
          forty-five (45) days after the end of the first full fiscal quarter of
          the Company following the Effective Date, Options to purchase up to
          454,545 Shares in the aggregate to, and in the amounts set forth
          opposite the names of, the key employees of the Company listed in
          Subsection B of Annex A hereto; provided, however, that, with respect
          to each individual listed in Subsection B of Annex A hereto, such
          individual must be employed by the Company on the date of grant and,
          (x) if so employed, the Company shall grant the Options to such
          individual in accordance with this subparagraph (b) and (y) if not so
          employed, any Option that otherwise would be granted to such
          individual may be granted to key employees of the Company as
          determined by the Committee, in its discretion, and

                    (c) on or after the first anniversary of the Effective Date,
          Options to purchase up to 568,182 Shares in the aggregate to key
          employees of the Company as determined by the Committee, in its
          discretion.

          Subject to the preceding paragraph, and 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 September 27, 2002 (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.

          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 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) 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 salaried key 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.

          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 (i) in the case of an Option granted on the Effective Date to a key employee
of the Company listed on Annex A hereto, (x) if the Shares are publicly traded
within one (1) year after the Effective Date, the average fair market value per
Share during the period commencing on the day that public trading commences and
ending on the twentieth (20) day thereafter, or (y) if the Shares are not
publicly traded, the fair market value per Share at the Effective Date as
determined by Hauser, Richards & Company, as set forth in the Third Amended
Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code With
Respect to Third Amended Plan of Reorganization Under Chapter 11 of the United
States Bankruptcy Code For Polycast Technology Corporation and its Affiliated
Debtors dated May 11, 1992, and (ii) in the case of any other Option granted
hereunder, such amount as the Committee shall, in its best judgment, determine
to be one hundred percent (100%) of the fair market value per Share at the date
the Option is granted; 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 to be true.

          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 deemed to 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 average
of the closing bid and asked quotations in the over-the-counter market for such
Shares in the United States on the date such Option is granted. In the event
that there are no bid and asked quotations in the over-the-counter market in the
United States for such Shares on the date such Option is granted, the fair
market value per Share shall be deemed to be the average of the closing bid and
asked quotations in the over-the-counter market in the United States for such
shares on the closest date preceding the date such Option is granted for which
such quotations are available.

          For purposes of this Plan, 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 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 Common
Shares of the Company (in proper form for transfer and accompanied by all
requisite stock transfer tax stamps or cash in lieu thereof) owned by such
holder 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 Common Shares of the Company
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
Common 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.

          Notwithstanding anything contained herein to the contrary, the
Committee shall, in the case of Options granted on the dates set forth in
Article II to the key employees of the Company listed in Subsections A and B of
Annex A hereto, cause each such Option (x) to become exercisable on the first
day of the month which is eighteen (18) months after the first full month
following the Effective Date, to the extent of sixty percent (60%) of the total
number of Shares covered thereby, and (y) to become exercisable on the first day
of the month which is thirty-six (36) months after the first full month
following the Effective Date, to the extent of the remaining Shares covered
thereby.

          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.

          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), 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 Option 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 shall 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. 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

          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 holder, only by such holder. 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, reorganization, recapitalization, stock
dividend, stock split, split-up, split-off, spin-off, 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 in respect thereof, 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 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, 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, or (d) 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 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 and deemed
advisable by the Committee.

          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 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.