EXHIBIT 10.40

                         UNIROYAL TECHNOLOGY CORPORATION

                       1994 STOCK OPTION PLAN, AS AMENDED

                          TO MAY 19, 2000, AND RESTATED





                  I.       PURPOSE

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

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

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

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

                  II.      AMOUNT OF STOCK SUBJECT TO THE PLAN

                  Up to  5,250,000  shares  of Common  Stock  $.01 per value per
share ("Shares"),  may be granted and outstanding under the Plan,  provided that
the total number of Shares of the Company which may be purchased pursuant to the
exercise of Options  granted  under the Plan and all other stock option plans of
the  Company  for  employees  shall not at any time  exceed,  in the  aggregate,
fifteen percent (15%) of the then currently authorized Shares outstanding,  on a
fully diluted basis,  such number to be subject to adjustment in accordance with
Article XI of the Plan.


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

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

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

                  III.     ADMINISTRATION

                  The  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.  Options need not be uniform as to
 all grants and recipients thereof.

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

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

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

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

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

                  V.       OPTION PRICE AND PAYMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

                  VII.     TERMINATION OF EMPLOYMENT

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

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

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

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

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

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

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

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

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

                  VIII.    EXERCISE OF OPTIONS

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

                  IX.      USE OF PROCEEDS

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

                  X.       NONTRANSFERABILITY OF OPTIONS

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

                  XI.      ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

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

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

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

                  XII.     RIGHT TO TERMINATE EMPLOYMENT

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

                  XIII.    PURCHASE FOR INVESTMENT

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

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

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

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

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

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

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

                  XV.      WITHHOLDING TAXES

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

                  XVI.     LISTING OF SHARES AND RELATED MATTERS

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

                  XVII.    AMENDMENT OF THE PLAN

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

                  XVIII.   TERMINATION OR SUSPENSION OF THE PLAN

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

                  XIX.     SAVINGS PROVISION

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

                  XX.      GOVERNING LAW

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

                  XXI.     PARTIAL INVALIDITY

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

                  XXII.    EFFECTIVE DATE

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