EXHIBIT 10.16

                         UNIROYAL TECHNOLOGY CORPORATION

                             1992 STOCK OPTION PLAN

                                   AS AMENDED

                               TO DECEMBER 14, 1999

                                  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 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  board  of   directors  of  the  Company  (the  "Board  of
Directors")  shall  designate  from among its members an option  committee  (the
"Committee")  to administer  the Plan.  The Committee  shall consist of no fewer
than  two  members  of  the  Board  of  Directors,  each  of  whom  shall  be  a
"disinterested  person"  within the meaning of Rule 16b-3 (or any successor rule
or regulation) promulgated under the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act").  A  majority  of  the  members  of the  Committee  shall
constitute a quorum,  and the act of a majority of the members of the  Committee
shall be the act of the Committee. Any member of the Committee may be removed at
any time  either  with or without  cause by  resolution  adopted by the Board of
Directors,  and any  vacancy  on the  Committee  at any  time may be  filled  by
resolution adopted by the Board of Directors.

                  Any or all  powers  and  functions  of  the  Committee  may be
exercised  at any time and from  time to time by the  Board of  Directors  or an
executive  committee  of the  Board of  Directors  (the  "Executive  Committee";
references  below to the Committee shall be deemed to include  references to the
Board of Directors and the Executive Committee,  except as the context otherwise
requires);  provided, however, that all of the members of the Board of Directors
or the  Executive  Committee,  as the case may be,  which  exercise any power or
authority under the Plan, are "disinterested persons" within the meaning of Rule
16b-3 (or any successor rule or regulation) promulgated under the Exchange Act.

                  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.

                  In order to give  management  of the  Company  flexibility  in
hiring new key employees and retaining key employees, the Vice President,  Human
Resources  and  Administration  of the Company is authorized to grant options to
purchase  common stock of the Company under the Plan,  provided that (1) no such
grant shall be made to an executive officer of the Company, (2) no such grant to
any  individual  shall exceed 25,000 shares of common stock of the Company,  (3)
each grant shall be approved in writing by the Chief Executive  Office and Chief
Operating Officer of the Company and (4) the Vice President, Human Resources and
Administration  or the  Secretary of the Company  shall notify the  Committee in
writing of all such grants not later than the meeting of the Committee following
such grants.


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 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  purchase  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.