EXHIBIT 10.9

                           SPORTS AND RECREATION, INC.
                            1996 STOCK INCENTIVE PLAN


1. ESTABLISHMENT AND PURPOSE OF THE PLAN. This 1996 Stock Incentive Plan (the
"Plan") is established by Sports & Recreation, Inc., a Florida corporation (the
"Company"), as of May 13, 1996. The Plan is designed to enable the Company to
attract, retain and motivate key employees of the Company, by providing for or
increasing their proprietary interest in the Company. The Plan provides for the
grant of options ("Options") which do not qualify as incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
for the grant of stock appreciation rights ("Stock Appreciation Rights") and for
the sale or grant of restricted stock ("Restricted Stock").

2. STOCK SUBJECT TO PLAN. The maximum number of shares of stock that may be
subject to Options or Stock Appreciation Rights granted hereunder and the number
of shares of stock that may be sold or granted as Restricted Stock hereunder
shall not in the aggregate exceed 1,000,000 shares of Common Stock, par value
$0.01 per share ("Common Stock") of the Company, subject to the adjustments
under Section 13 hereof. The shares which may be subject to Options granted and
Restricted Stock sold or granted under the Plan may be authorized and unissued
Common Stock or Common Stock reacquired by the Company and held as treasury
stock.

Shares of stock which are subject to the unexercised portions of any Options
that expire, terminate or are canceled, shares of stock which are not required
to satisfy the exercise of any Stock Appreciation Rights that expire, terminate
or are canceled or exercised, and shares of Restricted Stock which are
reacquired by the Company pursuant to the restrictions thereon, may again become
available for the grant of Options or Stock Appreciation Rights and the sale or
grant of Restricted Stock under this Plan. If a Stock Appreciation Right is
exercised, any Option or portion thereof which is surrendered in connection with
that exercise shall terminate and the shares theretofore subject to that Option
or portion thereof shall be available for further use under the Plan.

3. SHARES SUBJECT TO AGREEMENT. All shares issuable under Options or Stock
Appreciation rights and all shares of Restricted Stock sold or granted pursuant
to this Plan shall be subject to the restrictions contained in the written
agreement required under Section 4 hereof evidencing the terms under which
shares of Common Stock are granted or sold under this Plan.

4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a committee
("the Committee") appointed by the Board of Directors (the "Board") of the
Company. If no persons are designated by the Board to serve on the Committee,
the Plan shall be administered by the Board and all references herein to the
Committee shall refer to the Board. The Board shall have the discretion from
time to time to add, remove, or


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replace members of the Committee, and shall have the sole authority to fill
vacancies on the Committee.

All actions of the Committee shall be authorized by a majority vote thereof at a
duly called meeting. The Committee shall have the sole authority, in its
absolute discretion, to adopt, amend, and rescind such rules and regulations as,
in its opinion, may be advisable in the administration of the Plan, to construe
and interpret the Plan, the rules and regulations, and the agreements and other
instruments evidencing Options and Stock Appreciation Rights granted and
Restricted Stock sold or granted under the Plan and to make all the
determinations deemed necessary or advisable for the administration of the Plan.
All decisions, determinations, and interpretations of the Committee shall be
final and conclusive upon the Participants (as defined below).

Subject to the express provisions of the Plan, the Committee shall determine the
number of shares subject to grants or sales and terms thereof, including the
provisions relating to the exercisability of Options and Stock Appreciation
Rights, lapse and non-lapse restrictions upon the Common Stock obtained or
obtainable under the Plan, and the termination and/or forfeiture of Options,
Stock Appreciation Rights and Restricted Stock under the Plan. The terms upon
which Options and Stock Appreciation Rights are granted and Restricted Stock is
sold or granted shall be evidenced by a written agreement executed by the
Company and, if the Committee so requires, the Participant to whom such are
granted or sold.

5. ELIGIBILITY. Persons who shall be eligible for grants of Options or Stock
Appreciation Rights or sales or grants of Restricted Stock hereunder ("Eligible
Employees") shall be key employees of the company or its subsidiaries, who are
not subject to Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Committee may from time to time determine the Eligible
Employees who shall participate under the Plan (such Eligible Employees are
referred to as "Participants") through grants of Options and, if applicable,
Stock Appreciation Rights, and/or through sales or grants of Restricted Stock.

6. TERMS AND CONDITIONS OF OPTIONS GRANTED TO ELIGIBLE EMPLOYEES. No Option
shall be granted to an Eligible Employee for a term of more than fifteen years.
Options may in the discretion of the Committee be granted to Eligible Employees
with associated Stock Appreciation Rights or be amended so as to provide
associated Stock Appreciation Rights. The Option agreement may contain such
other terms, provisions, and conditions as may be determined by the Committee
(not inconsistent with the Plan).

7. EXERCISE PRICE OF OPTIONS GRANTED TO ELIGIBLE EMPLOYEES. The exercise price
for each Option granted hereunder to an Eligible Employee shall not be less than
fifty percent (50%) of the Fair Market Value (as defined in Section 16 hereof)
of the Common Stock on the date the Option is granted.

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Payment for Common Stock purchased upon exercise of any Option granted hereunder
to an Eligible Employee shall be in cash at the time of exercise, except that,
if either the Option so provides or the Committee so permits, and if the Company
is not then prohibited from purchasing or acquiring shares of its Common Stock,
such payment may be made in whole or in part with shares of stock of the same
class as the stock then subject to the Option. The value of any such stock
delivered as payment hereunder shall be determined by such means as the
Committee shall establish. The Committee also may on an individual basis permit
payment or agree to permit payment by such alternative means as may be lawful,
including by delivery of an executed exercise notice together with irrevocable
instructions to a broker promptly to deliver to the Company the amount of sale
or loan proceeds required to pay the exercise price.

8. NON-TRANSFERABILITY. Any Option granted under this Plan shall by its terms be
non-transferable by the Participant other than by will or the laws of descent
and distribution (in which case such descendant or beneficiary shall be subject
to all terms of the Plan applicable to Participants) and is exercisable during
the Participant's lifetime only by the Participant or by the Participant's
guardian or legal representative.

9. STOCK APPRECIATION RIGHTS. The Committee may, under such terms and conditions
as it deems appropriate, grant to any Eligible Employee selected by the
Committee Stock Appreciation Rights, which may or may not be associated with
Options. Upon exercise of a Stock Appreciation Right the Participant shall be
entitled to receive payment of an amount equal to the excess of the Fair Market
Value of the underlying shares on the date of exercise over the Stock
Appreciation Right's exercise price. Such payment may be made in shares of
Common Stock valued at their Fair Market Value on the date of exercise or in
cash, or partly in shares and partly in cash, as the Committee may designate.
The Committee may require that any Stock Appreciation Right shall be subject to
the condition that the Committee may at any time in its absolute discretion not
allow the exercise of such Stock Appreciation Right.

10. RESTRICTED STOCK. The Committee may sell or grant Restricted Stock under the
Plan (either independently or in connection with the exercise of Options or
Stock Appreciation Rights under the Plan) to Eligible Employees selected by the
Committee. The Committee shall in each case determine the number of shares of
Restricted Stock to be sold or granted, the price at which such shares are sold,
if applicable, and the terms or duration of the restrictions to be imposed upon
those shares.

11. ADJUSTMENTS. If at any time the class of shares subject to this Plan is
changed into or exchanged for a different number or kind of shares or
securities, as the result of any one or more reorganizations, recapitalizations,
stock splits, reverse stock splits, stock dividends or similar events, an
appropriate adjustment shall be made in the number, exercise or sale price
and/or type of shares or securities for which Options or Stock Appreciation
Rights may thereafter be granted and Restricted Stock may thereafter be sold or
granted under this Plan. The Committee also shall designate the appropriate
changes which shall be made in Options, Stock Appreciation Rights, or rights to

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purchase Restricted Stock then outstanding under this Plan, and the Committee
may do so either at the time the Option or Stock Appreciation Right is granted
or Restricted Stock offered or at the time of the event causing the adjustment.
Any such adjustment in outstanding Options shall be made without changing the
aggregate exercise price applicable to the unexercised portions of such Options.
Any such adjustments in outstanding rights to purchase Restricted Stock shall be
made without changing the aggregate purchase price of such Restricted Stock.

12. DURATION OF PLAN. Options may not be granted nor Restrict13. ed Stock sold
or granted under the Plan after May 13, 2006.

13. AMENDMENT AND TERMINATION OF THE PLAN. The Board may at any time alter,
amend, suspend or terminate the Plan. The Committee may amend the Plan or any
agreement issued hereunder to the extent necessary for any Option or Stock
Appreciation Right granted or Restricted Stock sold or granted under the Plan to
comply with applicable tax or securities laws.

No Option or Stock Appreciation Right may be granted during any suspension or
after the termination of the Plan, and no amendment, suspension or termination
of the Plan or of any agreement issued hereunder shall, without the consent of
the affected holder of such Option, Stock Appreciation Right or Restricted
Stock, alter or impair any rights or obligations in any Option, Stock
Appreciation Right or Restricted Stock theretofore granted or sold to him under
the Plan.

14. DEFINITION OF "FAIR MARKET VALUE." As used in this Agreement, the "Fair
Market Value" of the shares of Common Stock on any date shall mean:

(a)      the closing sales price, regular way, or in the absence thereof, the
         mean of the last reported bid and asked quotations, on such date on the
         national securities exchange having the greatest volume of trading in
         the shares of Common Stock during the thirty-day period preceding such
         date (or if such exchange was not open for trading on such date, the
         next preceding date on which it was open); or

(b)      if there is no price as specified in (a), the final reported sales
         price, or if not reported in the following manner, the mean of the
         closing high bid and low asked prices, in the over-the-counter market
         for the shares of Common Stock as reported by the Nasdaq National
         Market or, if such organization is not in existence, by an organization
         providing similar services, on such date (or if such date is not a date
         for which such system or organization generally provides reports, then
         on the next preceding date for which it does so); or

(c)      if there also is no price as specified in (b), the price determined by
         the Committee by reference to bid-and-asked quotations for the shares
         of Common Stock provided by members of an association of brokers and
         dealers registered pursuant to subsection 15(b) of the 1934 Act, which
         members make a market in

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         the shares of Common Stock, for such recent dates as the Committee
         shall determine to be appropriate for fairly determining current market
         value; or

(d)      if there also is no price as specified in (c), the amount determined in
         good faith by the Committee based on such relevant facts, which may
         include opinions of independent experts, as may be available to the
         Committee.

15. CANCELLATION OF OPTIONS. Any Option granted under the Plan may be canceled
at any time with the consent of the holder and a new Option may be granted to
such holder in lieu thereof.

16. WITHHOLDING OF TAXES. Whenever shares of Common Stock are to be issued with
respect to the exercise of Options or amounts are to be paid or income received
with respect to Stock Appreciation Rights or Restricted Stock under this Plan,
the Committee in its discretion may require the Participant to remit to the
Company, prior to the delivery of any certificate or certificates for such
shares or the payment of any such amounts, all or any part of an amount or, at
the Participant's request pursuant to a procedure established by the Committee,
may withhold delivery of a sufficient number of shares or of a sufficient amount
from the Participant's compensation determined in the Committee's discretion to
be sufficient to satisfy Federal, state and local withholding tax obligations
which the Company or its counsel determine may arise with respect to such
exercise or payment.

                                           SPORTS & RECREATION, INC.

                                           BY:  Stephen Bebis

                                           TITLE:   President

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