EXHIBIT 10.1

                              AMENDED AND RESTATED
                          WHITMAN EDUCATION GROUP, INC.
                             1996 STOCK OPTION PLAN


     1. PURPOSES.

     The purposes of this 1996 Stock Option Plan (the "Plan") are to attract and
retain the best available personnel for positions of substantial responsibility,
to  provide  additional  incentive  to  the  Employees  of  the  Company  or its
Subsidiaries as well as other  individuals who perform  services for the Company
or its  Subsidiaries,  and to promote  the  success of the  Company's  business.
Options granted hereunder may be either Incentive Stock Options or Non-Qualified
Stock Options,  at the discretion of the Committee and as reflected in the terms
of the written option agreement.

     2. DEFINITIONS.

     As used herein, the following definitions shall apply:

     "Board of Directors" shall mean the Board of Directors of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Common Stock" shall mean the common stock,  no par value per share, of the
Company.

     "Company" shall mean Whitman Education Group, Inc., a Florida corporation.

     "Committee" shall mean the committee appointed by the Board of Directors in
accordance with Section 4(a) of the Plan.

     "Continuous   Status  as  an  Employee"  shall  mean  the  absence  of  any
interruption  or termination  of service as an Employee.  Service as an Employee
shall not be  considered  interrupted  for purposes of the Plan,  in the case of
sick leave,  military leave, or any other bona fide leave of absence approved by
the Committee.

     "Disabled" or  "Disability"  shall mean a physical or mental  disability as
defined in Section 22(e)(3) of the Code.

     "Employee"  shall  mean  any  person,  including  officers  and  directors,
employed by the Company or any Parent or Subsidiary. The payment of a director's
fee by the Company  shall not be  sufficient  to  constitute  the  recipient  an
"employee" of the Company.

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

     "Incentive  Stock Option" shall mean a stock option  intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Code.

     "Non-Qualified  Stock  Option"  shall mean a stock  option not  intended to
qualify as an "incentive  stock option" within the meaning of Section 422 of the
Code.

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     "Option" shall mean a stock option granted pursuant to the Plan.

     "Optioned Stock" shall mean the Common Stock subject to an Option.

     "Optionee" shall mean the recipient of an Option.

     "Parent" shall mean a "parent  corporation" of the Company,  whether now or
hereafter existing, as defined in Section 424(e) of the Code.

     "Rule  16b-3"  shall  mean Rule 16b-3  promulgated  by the  Securities  and
Exchange Commission under the Exchange Act or any successor rule.

     "Share" shall mean a share of Common Stock,  as adjusted in accordance with
Section 13 ----- of the Plan.

     "Subsidiary" shall mean a "subsidiary  corporation" of the Company, whether
now or hereafter existing, as defined in Section 424(f) of the Code.

     3. STOCK.

     Subject to the provisions of Section 13 of the Plan, the maximum  aggregate
number of Shares which may be issued under the Plan is  2,500,000.  If an Option
should  expire  or become  unexercisable  for any  reason  without  having  been
exercised in full,  the  unpurchased  Shares which were subject  thereto  shall,
unless the Plan shall have been  terminated,  become available for further grant
under the Plan.

     4. ADMINISTRATION.

     (a) COMMITTEE.  The Plan at all times shall be  administered by a Committee
appointed by the  Company's  Board of Directors  consisting of not less than two
members of the Board of Directors.

     (b) POWERS OF THE  COMMITTEE.  Subject to the  provisions of the Plan,  the
Committee shall have the authority,  in its  discretion:  (i) to grant Incentive
Stock Options or Non-Qualified Stock Options;  (ii) to determine the fair market
value of the Common Stock;  (iii) to determine  the exercise  price per Share of
Options to be granted;  (iv) to determine  the persons to whom,  and the time or
times at  which,  Options  shall be  granted  and the  number  of  Shares  to be
represented by each Option;  (v) to determine the vesting schedule of Options to
be granted; (vi) to prescribe,  amend and rescind rules and regulations relating
to the Plan;  (vii) to determine the terms and provisions of each Option granted
under the Plan (which need not be identical);  (viii) to accelerate the exercise
date of any  Option;  (ix) to  authorize  any person to execute on behalf of the
Company any instrument  required to effectuate the grant of an Option previously
granted by the Committee;  (x) subject to the provisions of the Plan and subject
to such additional  limitations and restrictions as the Committee may impose, to
delegate to specific  members of  management  or to a  committee  of  management
personnel the authority to determine:  (a) the persons to whom, and the time and
times  at  which,  Options  shall  be  granted and  the  number of  Shares to be

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represented by each Option; (b) the vesting schedule of Options; (c) the term of
Options,  and (d) other terms and  conditions of any Options;  provided that the
Committee  shall not have the authority to delegate such matters with respect to
awards to be granted to any person  subject to Section 16 of the Exchange Act or
any "covered  employee"  under Section 162(m) of the Code; and (xi) to interpret
the Plan and make all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee may require the voluntary surrender of
all or any portion of any Option granted under the Plan as a condition precedent
to a grant of a new Option to such  Optionee.  Subject to the  provisions of the
Plan,  such new Option shall be exercisable at the price,  during the period and
on such other terms and conditions as are specified by the Committee at the time
the new Option is granted.  Upon  surrender,  the Options  surrendered  shall be
unexercisable  and the  Shares  previously  subject  to such  Options  shall  be
available for the grant of other Options.

     (c) EFFECT OF THE COMMITTEE'S DECISION.  All decisions,  determinations and
interpretations of the Committee shall be final and binding on all Optionees.

     5. ELIGIBILITY.

     INCENTIVE  STOCK  OPTIONS MAY BE GRANTED ONLY TO  EMPLOYEES.  Non-Qualified
Stock Options may be granted to Employees, non-Employee directors (in accordance
with the  provisions of Section 8 of the Plan or otherwise in the  discretion of
the  Committee),  independent  contractors  and agents.  Any person who has been
granted an Option may, if he is  otherwise  eligible,  be granted an  additional
Option or  Options.  Subject to the  provisions  of Section 15 of the Plan,  the
maximum  number of Shares with respect to which Options may be granted under the
Plan  to  any  Employee  in  any  calendar  year  is 1% of  the  authorized  and
outstanding Shares of Common Stock on the date of adoption of the Plan.

     6. DOLLAR LIMITATION.

     Except  as  otherwise  provided  under  the Code,  to the  extent  that the
aggregate  fair market value of stock for which  Incentive  Stock Options (under
all stock  option  plans of the  Company  and of any Parent or  Subsidiary)  are
exercisable  for the first time by an Employee  during any calendar year exceeds
$100,000,  such Options shall be treated as  Non-Qualified  Stock  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 is applied by taking
into account Options in the order in which they were granted.

     7. RIGHTS OF OPTIONEES.

     The Plan  shall not confer  upon any  Optionee  any right  with  respect to
continuation  of  employment  by the Company,  nor shall it interfere in any way
with his or her right or the Company's  right to terminate his or her employment
at any time.

     8. AUTOMATIC GRANT OF OPTION TO NON-EMPLOYEE DIRECTORS.

     Subject  to  Section  3 of the  Plan,  each  person  who is a  non-Employee
director of the Company on the first  business day following any annual  meeting
of  shareholders  of  the  Company  and  who  is not a common law  employee  of 
the Company   or   of   any   Subsidiary   shall   automatically   receive   on

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such date an Option to acquire 7,500 Shares and the person who is serving as the
Chairman of the Board of Directors on such day following any annual  meeting and
who is  not a  common  law  employee  of the  Company  or any  Subsidiary  shall
automatically  be granted  options to acquire  37,500  Shares,  as  adjusted  in
accordance  with Section 15 of the Plan. The exercise price for the Shares to be
issued pursuant to Options granted under this Section 8 shall be as set forth in
Section  11(a)(ii) of the Plan. The Options  granted  pursuant to this Section 8
shall  have a term of ten years from the date of grant.  Non-Employee  directors
shall have the right,  if they so wish, to decline  receipt of any Options to be
granted under this Section 8.

     9. TERM OF PLAN.

     The Plan shall become effective upon its adoption by the Board of Directors
of the Company;  provided that, if the Plan is not approved by the  shareholders
of the Company in accordance  with Section 20 of the Plan within 12 months after
the date of adoption by the Board of Directors, the Plan and any Options granted
thereunder  shall terminate and become null and void. The Plan shall continue in
effect until July 25, 2006 unless sooner  terminated in accordance  with Section
17 of the Plan.  Notwithstanding  the foregoing,  all awards made under the Plan
prior to such date will remain in effect  until such awards have been  satisfied
or terminated in accordance with the terms and provisions of the Plan.

     10. TERM OF OPTION.

     The term of each Option  shall be ten years from the date of grant  thereof
or, except for Options  granted  pursuant to Section 8 of the Plan, such shorter
term as may be determined by the Committee. However, in the case of an Incentive
Stock Option granted to an Employee who,  immediately before the Incentive Stock
Option is granted,  owns stock representing more than 10% of the voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive  Stock  Option  shall be five years from the date of grant  thereof or
such shorter time as may be determined by the Committee.

     11. EXERCISE PRICE AND CONSIDERATION.

     (a) The per Share  exercise  price of the Shares to be issued  pursuant  to
exercise of an Option shall be such price as is determined by the Committee, but
shall be subject to the following:

     (i) In the case of an Incentive  Stock  Option:  (A) granted to an Employee
     who,  immediately  before the grant of such  Incentive  Stock Option,  owns
     stock  representing  more than 10% of the  voting  power of all  classes of
     stock of the Company or any Parent or  Subsidiary,  the per Share  exercise
     price shall be no less than 110% of the fair market  value per Share on the
     date of  grant;  and (B)  granted  to any  other  Employee,  the per  share
     exercise price shall be no less than the fair market value per Share on the
     date of grant.

     (ii) In the case of a  Non-Qualified  Stock Option,  the per Share exercise
     price shall be no less than the fair market  value per Share on the date of
     grant and,  with respect to Options  granted to  non-Employee  directors as
     provided in Section 8 of the Plan,  shall be equal to the fair market value
     per Share on the date of the grant.

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     (b)  Notwithstanding  Section  11(a) of the Plan,  in the event the Company
substitutes  an Option  for a stock  option  issued by  another  corporation  in
connection  with a  corporate  transaction,  such  as a  merger,  consolidation,
acquisition  of property  or stock,  separation  (including  a spin-off or other
distribution  of  stock  or  property),  reorganization  (whether  or  not  such
reorganization  comes within the  definition  of such term in Section 368 of the
Code) or partial or complete  liquidation  involving  the Company and such other
corporation,  the  exercise  price  of  such  substituted  Option  shall  be  as
determined  by the  Committee in its  discretion  (subject to the  provisions of
Section  424(a) of the Code in the case of a stock  option that was  intended to
qualify as an  "incentive  stock  option")  to  preserve,  on a per share  basis
immediately  after such  corporate  transaction,  the same ratio of fair  market
value per option  share to exercise  price per share which  existed  immediately
prior to such  corporate  transaction  under the  option  issued  by such  other
corporation.

     (c) The fair market value per Share shall be determined by the Committee in
its discretion; provided, however, that if the Common Stock is listed on a stock
exchange,  the fair market  value per Share  shall be the closing  price on such
exchange  on the date of grant of the  Option,  as  reported  in the Wall Street
Journal.

     (d) The  consideration to be paid for the Shares to be issued upon exercise
of an Option shall  consist of cash or check in an amount equal to the aggregate
exercise  price of the Shares as to which said Option shall be exercised or such
other consideration as the Committee shall determine.  Payment may also be made,
in the discretion of the Committee,  by delivery (including by facsimile) to the
Company or its designated agent of an executed  irrevocable option exercise form
together with  irrevocable  instructions  to a  broker-dealer  designated by the
Company to sell (or margin) a  sufficient  portion of the Shares and deliver the
sale (or margin loan)  proceeds  directly to the Company to pay for the exercise
price;  provided that Optionees  subject to Section 16 of the Exchange Act shall
not be entitled to make  payment by such  method  until  either the holders of a
majority of the outstanding shares of the Company entitled to vote have approved
an  amendment  to the Plan  permitting  payment by such method or counsel to the
Company has advised the  Committee  that such  approval is not  required by Rule
16b-3.  For purposes of this  Section  11(d),  the exercise  date of such Option
shall be the date on which such  documents have been delivered to the Company or
its designated agent.

     12. EXERCISE OF OPTION.

     (a)  Procedure  for  Exercise.   Any  Option  granted  hereunder  shall  be
exercisable  at such  times and  under  such  conditions  as  determined  by the
Committee, including performance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of the Plan. An Option may
not be  exercised  for a fraction  of a Share.  An Option  shall be deemed to be
exercised  when written notice of such exercise has been given to the Company in
accordance  with the terms of the Option by the person  entitled to exercise the
Option  and full  payment  for the  Shares  with  respect to which the Option is
exercised has been  received by the Company.  Full payment may, as authorized by
the  Committee,  consist of any  consideration  and method of payment  allowable
under Section 11(d) of the Plan.

     (b) Rights as a Shareholder.  Until the issuance, which in no event (except
as  provided  in Section 18 of the Plan) will be delayed  more than 30 days from
the date of the exercise of the Option, of the stock certificate evidencing such


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Shares  (as  evidenced  by the  appropriate  entry  on  the books of the Company
or of a duly  authorized  transfer  agent of the  Company),  no right to vote or
receive  dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the  stock  certificate  is  issued,  except as  provided  in the Plan.
Exercise of an Option in any manner  shall result in a decrease in the number of
Shares which thereafter may be available,  both for purposes of the Plan and for
sale  under the  Option,  by the  number  of  Shares  as to which the  Option is
exercised.

     13. TERMINATION OF EMPLOYMENT.

     (a)  TERMINATION OF STATUS AS AN EMPLOYEE.  If an Employee  ceases to be in
Continuous Status as an Employee, other than (i) by reason of retirement or (ii)
as a result of a  termination  by the Company for  deliberate,  willful or gross
misconduct,  any Option held by such Employee shall be exercisable within twelve
(12) months after the date he ceases to be in  Continuous  Status as an Employee
(or such shorter or longer time as may be  determined  by the  Committee) to the
extent the Employee was entitled to exercise  such Option as of the date of such
Employee's termination of employment.

     (b)  RETIREMENT  OF OPTIONEE.  If any Employee  ceases to be in  Continuous
Status as an Employee by reason of such Employee's  retirement,  any Option held
by such  Employee  shall be  exercisable  within 36  months  after the date such
Employee ceases to be in Continuous Status as an Employee to the extent that the
Employee was entitled to exercise such Option as of the date of such  Employee's
retirement. For purposes of the Plan, "retirement" means termination of services
as an Employee at or after age 65 other than as a result of deliberate,  willful
or gross misconduct.

     (c) DEATH OR DISABILITY OF OPTIONEE. Subject to the provisions of the Plan,
any  Option  held by an  Optionee  at the time of the  Optionee's  death  may be
exercised  subsequently  by either the legal  representative  of the  Optionee's
estate or by the person or persons who acquired the right to exercise the Option
by bequest or  inheritance,  but only to the extent the Optionee was entitled to
exercise such Option as of the date of the Optionee's death. In the event of the
death or disability of an Optionee  during the time period  specified in Section
13(a) or 13(b), as applicable,  the Option may be exercised,  at any time within
three months following the date of his death or disability, by the Optionee, or,
in the case of death,  by  either  the legal  representative  of the  Optionee's
estate or by a person or persons who  acquired  the right to exercise the option
by bequest or  inheritance,  but only to the extent the Optionee was entitled to
exercise such Option as of the date of the Optionee's death or disability.

     (d) TERMINATION FOR MISCONDUCT.  If any Employee ceases to be in Continuous
Status  as  an  Employee  as a  result  of a  termination  by  the  Company  for
deliberate,  willful or gross misconduct, any Option held by such Employee shall
terminate   immediately  and  automatically  on  the  date  of  such  Employee's
termination as an Employee unless otherwise determined by the Committee.

     (e)  EXPIRATION  OF  OPTIONS.  None of the events  described  above in this
Section 13 shall extend the period of  exercisability  of the Option  beyond the
expiration  date  thereof.  To the extent that an Optionee  was not  entitled to
exercise an Option on the date said Optionee  ceased to be in Continuous  Status
as an  Employee or the date of the  Optionee's  death or  disability,  or if the
Optionee  does not exercise  such Option  (which they were entitled to exercise)
within the time period  specified in this Section 13, the Option shall terminate


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and  become  null  and  void.  Notwithstanding  the provisions of Section 13(a),
13(b) or 13(d) of the Plan,  no Options shall be  exercisable  after an Optionee
ceases to be in Continuous Status as an Employee in the event the Optionee shall
have during the time period in which his  Options  are  exercisable,  engaged in
deliberate action which, as determined by the Committee, causes substantial harm
to the interests of the Company or constitutes a breach of any obligation of the
Optionee to the Company. In such event, the Optionee shall forfeit all rights to
any unexercised Option as of the date of such deliberate action.

     14. NON-TRANSFERABILITY OF OPTIONS.

     During an Optionee's  lifetime,  an Option may be  exercisable  only by the
Optionee  and an Option  granted  under the Plan and the rights  and  privileges
conferred  thereby  shall not be subject  to  execution,  attachment  or similar
process and may not be sold, pledged, assigned,  hypothecated,  transferred;  or
otherwise  disposed of in any manner  (whether by operation of law or otherwise)
other than by will or by the laws of descent and  distribution or, pursuant to a
qualified  domestic  relations  order as  defined  in the Code or Title I of the
Employee  Retirement  Income  Security  Act of 1974,  as  amended,  or the rules
thereunder.

     15.  ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION;   
          CHANGE  IN  CONTROL; DISSOLUTION.

     (a) Subject to any required action by the shareholders of the Company, each
of (i) the number of shares of Common Stock covered by each outstanding  Option,
(ii) the  number of  shares  of Common  Stock  which  have been  authorized  for
issuance  under the Plan but as to which no  Options  have yet been  granted  or
which have been  returned  to the Plan upon  cancellation  or  expiration  of an
Option,  (iii)  the  price  per  share of  Common  Stock  covered  by each  such
outstanding  Option,  (iv) the number of shares of Common Stock to be granted to
non-Employee  directors  pursuant to Section 8 of the Plan,  and (v) the maximum
number of Shares with respect to which  Options may be granted to any  Employee,
shall be proportionately  adjusted for any increase or decrease in the number of
issued shares of Common Stock  resulting  from a stock split or the payment of a
stock  dividend  with  respect  to the  Common  Stock or any other  increase  or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by  the  Company;  provided,  however,  that  (a)  each  such
adjustment with respect to an Incentive Stock 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  Stock  Option
granted  hereunder other than an "incentive  stock option" as defined in Section
422  of  the  Code;  and  provided  further,  however,  that  conversion  of any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt  of  consideration."  Such  adjustment  shall  be  made  by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive.  Except as expressly  provided herein, no issuance by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.

     (b) If: (1) any person (as defined for purposes of Section  13(d) and 14(d)
of the  Exchange  Act,  but  excluding  the Company and any of its  wholly-owned
subsidiaries)  acquires  direct  or  indirect  ownership  of 50% or  more of the
combined  voting power of the then  outstanding  securities  of the Company as a
result  of  a  tender  or  exchange  offer,  open  market  purchases,  privately


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negotiated  purchases  or  otherwise;  or  (2)  the  shareholders of the Company
approve (i) any  consolidation  or merger of the Company in which the Company is
not the surviving  corporation  (other than a merger of the Company in which the
holders  of  Common  Stock  immediately  prior  to  the  merger  have  the  same
proportionate  ownership  of the  surviving  corporation  immediately  after the
merger), or (ii) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of the assets
of the  Company  to an  entity  which is not a  wholly-owned  subsidiary  of the
Company, then the exercisability of each Option outstanding under the Plan shall
be automatically  accelerated so that each such Option shall,  immediately prior
to the specified  effective  date of any of the foregoing  transactions,  become
fully  exercisable  with respect to the total  number of Shares  subject to such
Option and may be  exercisable  for all or any portion of such Shares.  Upon the
consummation of any of such transaction,  all outstanding Options under the Plan
shall,  to the  extent  not  previously  exercised,  either  be  assumed  by the
successor  corporation or parent thereof or be replaced with a comparable option
to purchase  shares of the capital stock of the successor  corporation or parent
thereof.

     (c) In the event of the proposed dissolution or liquidation of the Company,
all outstanding Options will terminate  immediately prior to the consummation of
such proposed action, unless otherwise provided by the Committee.

     16. TIME FOR GRANTING OPTIONS.

     The date of grant of an  Option  shall be the date on which  the  Committee
makes the determination granting such Option or such later date as the Committee
may specify. Notice of the determination shall be given to each Employee to whom
an Option is so granted within a reasonable time after the date of such grant.

     17. AMENDMENT AND TERMINATION OF THE PLAN.

     (a) Committee Action;  Stockholders'  Approval.  Subject to applicable laws
and regulations,  the Committee or the Board of Directors may amend or terminate
the Plan from time to time in such  respects  as the  Committee  or the Board of
Directors   may  deem   advisable,   without  the  approval  of  the   Company's
shareholders.

     (b) Effect of Amendment or  Termination.  No  amendment or  termination  or
modification  of the Plan  shall in any manner  affect  any  Option  theretofore
granted without the consent of the Optionee, except that the Committee may amend
or modify the Plan in a manner that does affect Options theretofore granted upon
a finding by the Committee  that such amendment or  modification  is in the best
interest of shareholders or Optionees.

     18. CONDITIONS UPON ISSUANCE OF SHARES.

     Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance  and  delivery of such Shares  pursuant
thereto  shall comply with all relevant  provisions of law,  including,  without
limitation,  the Securities Act of 1933, as amended, the Exchange Act, the rules
and  regulations  promulgated  thereunder,  and the  requirements  of any  stock
exchange upon which the Shares may then be listed,  and shall be further subject
to the advice of counsel for the Company with respect to such  compliance.  As a


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condition  to  the  exercise  of  an Option,  the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being  purchased only for investment and without any present
intention  to sell or  distribute  such Shares if, in the opinion of counsel for
the Company, such a representation is required by law.

     19. OPTION AGREEMENTS.

     Options shall be evidenced by written option agreements in such form as the
Committee  shall  approve.   Such  agreements  shall  contain  such  provisions,
including, without limitation,  restrictions upon the exercise of the option, as
the Committee shall determine.

     20. SHAREHOLDER APPROVAL.

     Continuance of the Plan shall be subject to approval by the shareholders of
the Company  entitled to vote thereon  within  twelve  months after the date the
Plan is adopted.  The  approval  of such  shareholders  of the Company  shall be
solicited substantially in accordance with Section 14(a) of the Exchange Act and
the rules and regulations  promulgated  thereunder,  and shall be obtained, at a
duly held  shareholders'  meeting,  by the affirmative  vote of the holders of a
majority of the  outstanding  shares of the Company  present or represented  and
entitled to vote thereon.

     21. INDEMNIFICATION OF COMMITTEE MEMBERS.

     In addition  to such other  rights of  indemnification  as they may have as
Directors,  the members of the  Committee  shall be  indemnified  by the Company
against  the  reasonable  expenses,   including  attorneys'  fees  actually  and
necessarily  incurred in  connection  with the  defense of any  action,  suit or
proceeding,  or in connection with any appeal  therein,  to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan or any Option  granted  thereunder,  and  against  all
amounts paid by them in settlement thereof (provided such settlement is approved
to the  extent  required  by  and in the  manner  provided  by the  Articles  of
Incorporation  or Bylaws of the Company),  or paid by them in  satisfaction of a
judgment in any such action,  suit or proceeding,  except in relation to matters
as to which it shall be adjudged in such action,  suit or  proceeding  that such
Committee  member  did not act in  good  faith  and in a  manner  he  reasonably
believed to be in and not opposed to the best interests of the Company; provided
that within 60 days after  institution of any such action,  suit or proceeding a
Committee member shall in writing offer the Company the opportunity,  at its own
expense, to handle and defend the same.

     22. OTHER COMPENSATION PLANS.

     The  adoption  of the Plan  shall  not  affect  any other  stock  option or
incentive  or  other  compensation  plans  in  effect  for  the  Company  or any
Subsidiary,  nor shall the Plan preclude the Company from establishing any other
forms of incentive or other  compensation  for  employees  and  directors of the
Company or any Subsidiary.

     23. HEADINGS.

     Headings of Articles and Sections  hereof are inserted for  convenience and
reference; they constitute no part of the Plan.

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<PAGE>



     24. WITHHOLDING.

     The Company and any Subsidiary may, to the extent  permitted by law, deduct
from any  payments or transfers of any kind due to an Optionee the amount of any
federal,  state, local or foreign taxes required by any governmental  regulatory
authority  to be withheld or otherwise  deducted  with respect to the Options or
the Optioned Stock.

     25. GOVERNING LAW.

     The Plan, the Options  granted  hereunder and all related  matters shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Florida.

     26. RESERVATION OF SHARES

     The  Company  shall,  during  the term of the Plan and any  Option  granted
hereunder,  reserve and keep available a number of Shares as shall be sufficient
to satisfy the requirements of the Plan.




















APPROVED 8/27/98 SHAREHOLDERS MEETING

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