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                                                                    Exhibit 10.5

                               Dialog Group, Inc.
                             2002 STOCK OPTION PLAN
Section 1         PURPOSE

         The purpose of this Plan is to promote the interests of Dialog Group,
Inc. (the "Company") by granting Options to purchase Stock to Key Employees,
Outside Directors and Key Consultants in order to (a) attract and retain Key
Employees and Key Consultants; (b) provide an additional incentive to each Key
Employee and Key Consultant to work to increase the value of the Stock; and (c)
provide each such Key Employee, Outside Director and Key Consultant with a stake
in the future of the Company which corresponds to the stake of each of the
Company's stockholders.

Section 2         DEFINITIONS

         Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and for any Option granted under
this Plan. For purposes of such definitions, the singular shall include the
plural and the plural shall include the singular. Unless otherwise expressly
indicated, all Section references herein shall be construed to mean references
to a particular Section of this Plan.

         2.1 Board means the Board of Directors of the Company.

         2.2 Change of Control means any of the following:

                  (i) the acquisition, other than from the Company, by any
         individual, entity or group (within the meaning of Section 13(d) or
         14(d)(2) of the Securities Exchange Act of 1934, as amended from time
         to time) (the "Exchange Act"), of beneficial ownership (within the
         meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or
         more of either (A) the then outstanding shares of Stock (the
         "Outstanding Company Common Stock") or (B) the combined voting power of
         the then outstanding voting securities of the Company entitled to vote
         generally in the election of directors (the "Company Voting
         Securities"); provided, however, that any acquisition by (x) the
         Company or any of its subsidiaries, or any employee benefit plan (or
         related trust) sponsored or maintained by the Company or any of its
         subsidiaries or (y) any corporation with respect to which, following
         such acquisition, more than 50% of, respectively, the then outstanding
         shares of common stock of such corporation and the combined voting
         power of the then outstanding voting securities of such corporation
         entitled to vote generally in the election of directors is then
         beneficially owned, directly or indirectly, by all or substantially all
         of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and Company
         Voting Securities immediately prior to such acquisition in
         substantially the same portion as their ownership, immediately prior to
         such acquisition of the Outstanding Company Common Stock and Company
         Voting Securities, as the case may be, shall not constitute a change in
         control of the Company; or

                  (ii) individuals who, as of January 31, 2002, constitute the
         Board of Directors of the Company (the "Incumbent Board") cease for any
         reason to constitute at least a majority of the Board, provided that
         any individual becoming a director subsequent to January 31, 2002,
         whose election or nomination for election by the Company's shareholders
         was approved by a vote of at least a majority of the directors then
         comprising the incumbent Board shall be considered as though such
         individual was elected prior to January 31, 2002, even if his initial
         assumption of office is in connection with an actual or threatened
         election contest relating to the election of the Directors of the
         Company (as such terms are used in Rule 14a-11 of Regulation 14A
         promulgated under the Exchange Act); or

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                  (iii) approval by the shareholders of the Company of a
         reorganization, merger or consolidation (a "Business Combination"), in
         each case, with respect to which all or substantially all of the
         individuals and entities who were the respective beneficial owners of
         the Outstanding Company Common Stock and Company Voting Securities
         immediately prior to such Business Combination do not, following such
         Business Combination, beneficially own, directly or indirectly, more
         than 50% of, respectively, the then outstanding shares of common stock
         and the combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination in
         substantially the same proportion as their ownership immediately prior
         to such Business Combination or the Outstanding Company Common Stock
         and Company Voting Securities, as the case may be; or

                  (iv) (A) a complete liquidation or dissolution of the Company
         or a (B) sale or other disposition of all or substantially all of the
         assets of the Company other than to a corporation with respect to
         which, following such sale or disposition, more than 50% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors is then owned
         beneficially, directly or indirectly, by all or substantially all of
         the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and Company
         Voting Securities immediately prior to such sale or disposition in
         substantially the same proportion as their ownership of the Outstanding
         Company Common Stock and Company Voting Securities, as the case may be,
         immediately prior to such sale or disposition.

         2.3 Code means the Internal Revenue Code of 1986, as amended.

         2.4 Committee means the committee of Non-Employee Directors appointed
by the Board to administer this Plan as contemplated by Section 5.

         2.5 Company means Dialog Group, Inc., a Delaware corporation, and any
successor to this corporation.

         2.6 Exchange Act means the Securities Exchange Act of 1934, as amended.

         2.7 Designated Committee means a committee appointed by the Committee
in accordance with Section 5.

         2.8 Fair Market Value in respect of the Stock on any day means (a) if
the principal market for the Stock is a national securities exchange, the
average between the high and low sales prices of the Stock on such day as
reported by such exchange or on a consolidated tape reflecting transactions on
such exchange; (b) if the principal market for the Stock is not a national
securities exchange and the Stock is quoted on The NASDAQ Stock Market
("NASDAQ"), and (i) if actual sales price information is available with respect
to the Stock, then the average between the high and low sales prices of the
Stock on such day on NASDAQ, or (ii) if such information is not available, then
the average between the highest bid and lowest asked prices for the Stock on
such day on NASDAQ; or (c) if the principal market for the Stock is not a
national securities exchange and the Stock is not quoted on NASDAQ, then the
average between the highest bid and lowest asked prices for the Stock on such
day as reported by The Nasdaq Bulletin Board, or a comparable service; provided
that if clauses (a), (b) and (c) of this Paragraph are all inapplicable, or if
no trades have been made or no quotes are available for such day, then the fair
market value of the Stock shall be determined by the Committee by any method
consistent with applicable regulations adopted by the Treasury Department
relating to stock options. The determination of the Committee shall be
conclusive in determining the fair market value of the stock.

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         2.9 For cause, when used in connection with termination of a grantee's
employment, shall have the meaning set forth in any then-effective employment
agreement between the grantee and the Company or Subsidiary. In the absence of
such an employment agreement, "for cause" means: (a) charge or conviction of a
felony or any other crime (whether or not involving the Company or a
Subsidiary); (b) engaging in any substantiated act involving moral turpitude;
(c) the continual or frequent possession by grantee of an illegal substance or
abuse by the grantee of a controlled substance or alcohol resulting in a pattern
of behavior disruptive to the business operations of the Company or a
Subsidiary; (d) engaging in any act which, in each case, subjects, or if
generally known would subject, the Company or a Subsidiary to public ridicule or
embarrassment; (e) any action by the grantee which constitutes dishonesty
relating to the Company or a Subsidiary, a willful violation of law (other than
traffic and similar minor offenses) or a fraud against the Company or a
Subsidiary; (f) material violation of the Company's or a Subsidiary's written
policies, including, without limitation, those relating to sexual harassment or
the disclose or misuse of confidential information; (g) misappropriation of the
Company's or a Subsidiary's funds or assets by the grantee for personal gain; or
(h) serious neglect or misconduct in the performance of the grantee's duties for
the Company or a Subsidiary or willful or repeated failure or refusal to perform
such duties; in each case determined by the Committee or the Designated
Committee, which determination shall be final, binding and conclusive.

         2.10 Insider shall mean an employee who is, at the time of an award
made under this Plan, an insider pursuant to ss. 16 of the Exchange Act.

         2.11 ISO means any option granted under this Plan to purchase Stock
which satisfies the requirements of Section 422 of the Code. Any Option that is
not specifically designated as an ISO shall under no circumstances be considered
an ISO.

         2.12 Key Consultant means any consultant or independent contractor of
the Company or a Subsidiary (other than a Non-Employee Director) or any such
consultant or contractor who is a Non-Employee Director and who serves as such a
consultant or contractor pursuant to a written agreement with the Company which
has been approved by the Board, in either case who, in the judgment of the
Committee acting in its absolute discretion, is a key to the success of the
Company or a Subsidiary.

         2.13 Key Employee means any employee of the Company or a Subsidiary,
who, in the judgment of the Committee acting in its absolute discretion, is a
key to the success of the Company or a Subsidiary.

         2.14 Non-Employee Director means any member of the Board of Directors
of the Company qualified as such under SEC Rule 16b-3(b)(3)(i) under the
Exchange Act, or any successor rule.

         2.15 Non-ISO means any option granted under this Plan to purchase stock
that fails to satisfy the requirements of Section 422 of the Code or has been
specifically denominated as a non-ISO by the Committee as of the time the option
is granted.

         2.16 Option means an ISO or a Non-ISO.

         2.17 Option Certificate means the written agreement or instrument which
sets forth the terms of an Option granted to a Key Employee, Key Consultant or
Outside Director under this Plan.

         2.18 Option Price means the price which shall be paid to purchase one
share of stock upon the exercise of an Option granted under this Plan.

         2.19 Outside Director means any member of the Board of Directors of the
Company who is not employed by the Company, regardless of whether such person
qualifies as a Non-Employee Director.

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         2.20 Parent Corporation means any corporation which is a parent
corporation of the Company within the meaning of Section 424(e) of the Code.

         2.21 Plan means this Dialog Group, Inc. 2000 Stock Option Plan, as
amended from time to time.

         2.22 Principal Officer means the Chairman of the Board (if the Chairman
of the Board is a payroll employee), the Chief Executive Officer, the President,
any Executive Vice President, any Senior Vice President, any Vice President and
the Treasurer of the Company and any other person who is an "officer" of the
Company as that term is defined in SEC Rule 16a-1(f) under the Exchange Act or
any successor rule there under.

         2.23 Securities Act means the Securities Act of 1933, as amended.

         2.24 SEC means the Securities Exchange Commission.

         2.25 Stock means the Common Stock, $.01 par value per share, of the
Company.

         2.26 Subsidiary means any corporation that is a subsidiary corporation
of the Company within the meaning of Section 424(f) of the Code.

         2.27 Ten Percent Shareholder means a person who owns after taking into
account the attribution rules of Section 424(d) of the Code more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company, a Subsidiary or a Parent Corporation.

Section 3.        SHARES SUBJECT TO OPTIONS

         There shall be 10,000,000 shares of Stock reserved for issuance in
connection with ISOs and Non-ISOs granted under this Plan. Such shares of Stock
shall be reserved to the extent that the Company deems appropriate from
authorized but unissued shares of Stock and from shares of Stock which have been
reacquired by the Company. Any shares of Stock subject to an Option which remain
after the cancellation, expiration or exchange of such Option for another Option
thereafter shall again become available for use under this Plan.

Section 4.        EFFECTIVE DATE

         The effective date of this Plan shall be January 31, 2002, subject to
approval by the stockholders of the Company acting at a duly called meeting of
such stockholders or acting by unanimous written consent in lieu of a meeting,
provided such stockholder approval occurs within twelve (12) months after the
date the Board approves and adopts this Plan.

Section 5.        COMMITTEE

         (a) A Committee consisting solely of not less than two (2) Non-Employee
Directors shall administer this Plan. The members of the Committee shall be
appointed by, and serve at, the pleasure of the Board. To the extent required
for transactions under the Plan to qualify for the exemptions available under
Rule 16b-3 promulgated under the Exchange Act, all actions relating to awards to
persons subject to Section 16 of the Exchange Act shall be taken by the
Committee and not any Designated Committee (as defined below). In addition, to
the extent required for compensation realized from awards under the Plan to be
deductible by the Company pursuant to Section 162(m) of the Code, all actions
relating to awards to persons subject to Section 162(m) of the Code shall be
taken by the Committee and not any Designated Committee (as defined below).

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         (b) The Committee acting in its absolute discretion shall exercise such
powers and take such action as expressly called for under this Plan.
Furthermore, the Committee shall have the power to interpret this Plan and to
take such other action in the administration and operation of this Plan as the
Committee deems equitable under the circumstances, which action shall be binding
on the Company, on each affected Key Employee, Key Consultant or Outside
Director and on each other person directly or indirectly affected by such
action.

         (c) The Committee may appoint a separate committee comprised of two (2)
or more persons, both of whom are members of the Board (and who may also be a
Key Employee or a Key Consultant) (the "Designated Committee"), to administer
this Plan with respect to Key Employees who are not Principal Officers or Ten
Percent Shareholders, and to Key Consultants who are not Ten Percent
Shareholders, subject to such conditions, restrictions and limitations as may be
imposed by the Committee: including (i) Options to purchase not more than
1,000,000 shares of Stock may be granted by the Designated Committee in any one
calendar year to all employees of the Company in the aggregate; and (ii) the
Committee shall establish a maximum number of shares that may be subject to
Options granted under the Plan in any one calendar year to any single Key
Employee or Key Consultant by the Designated Committee. Unless and until the
Committee shall take further action, the maximum number of shares that may be
subject to Options granted under the Plan in any one calendar year by the
Designated Committee to any single Key Employee or Key Consultant shall be
250,000. Any actions duly taken by the Designated Committee with respect to the
grant of Options to Key Employees who are not Principal Officers and to Key
Consultants shall be deemed to have been taken by the Committee for purposes of
the Plan.

Section 6.        ELIGIBILITY

         Only Key Employees, Key Consultants and Non-Employee Directors shall be
eligible for the grant of Options under this Plan.

Section 7.        GRANT OF OPTIONS

         7.1 Committee Action. The Committee or the Designated Committee, as the
case may be, acting in its absolute discretion, shall grant Options to Key
Employees and Key Consultants under this Plan from time to time to purchase
shares of Stock and, further, shall have the right to grant new Options in
exchange for outstanding Options. Options shall be granted to Non-Employee
Directors as provided in Section 7.3 of this Plan. Each grant of an Option shall
be evidenced by an Option Certificate, and each Option Certificate shall:

         (a) specify whether the Option is an ISO or Non-ISO; and

         (b) incorporate such other terms and conditions as the Committee or the
Designated Committee, as the case may be, acting in its absolute discretion
deems consistent with the terms of this Plan, including, without limitation, a
limitation on the number of shares subject to the Option which first became
exercisable or subject to surrender during any particular period.

If the Committee or the Designated Committee, as the case may be, grants an ISO
and a Non-ISO to a Key Employee on the same date, the right of the Key Employee
to exercise or surrender one such Option shall not be conditioned on his or her
failure to exercise or surrender the other such Option. In connection with the
termination for any reason of employment by or service to the Company or any
Subsidiary of any particular holder of any Option, the Committee may, in its
discretion, determine to accelerate the time such Option first becomes
exercisable during any particular period as provided in the related Option
Certificate; provided, however, that the Committee may not extend any such
period with respect to any shares of Stock subject to such Option. The Committee
may also, in its discretion, condition the grant of an ISO or a Non-ISO upon the
acceptance by a Key Employee or Key Consultant of one or more modifications to
outstanding options, including but not limited to, forfeiture of all profits if
the Key Employee provides services to a competitor within a reasonable time as
determined in the discretion of the Committee or the improper disclosure of the
Company's confidential or proprietary information.

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         7.2 $100,000 Limitation. To the extent that the aggregate Fair Market
Value of the stock with respect to which ISOs and other incentive stock options
satisfying the requirements of Section 422 of the Code granted to a Key Employee
under this Plan and under any other stock option plan adopted by the Company, a
Subsidiary or a Parent Corporation first become exercisable in any calendar year
exceeds $100,000 (based upon the Fair Market Value on the date of the grant),
such Options shall be treated as Non-ISOs.

         7.3 Annual Issue for Directors and Committee Chairs

         (a) Each Outside Director shall, effective upon election or appointment
at any time on or after May 28, 2003, but not more often than once a calendar
year, shall be granted an option to purchase 100,000 shares.

         (b) Each Chair of a Regular Board Committee or the Designated Committee
shall, effective upon appointment at any time on or after May 28, 2003, but not
more often than once a calendar year, shall be granted an option to purchase
50,000 shares.

         (c) One-third (1/3) of the Option granted to each individual shall be
exercisable immediately, one-third (1/3) on the first anniversary of grant, and
one-third (1/3) on the second anniversary of grant and otherwise shall be
subject to the terms of the Company's standard Stock Option Certificate.

         (d) The Option Price for each share of stock subject to an options
granted under this section shall be the Fair Market Value of a share of Stock on
the date the Option is granted. (e) Each Option granted pursuant to this section
shall be an ISO to the maximum extent possible.

Section 8.        OPTION PRICE

         The Option Price for each share of Stock subject to an ISO shall not be
less than the Fair Market Value of a share of Stock on the date the Option is
granted. If the Option is an ISO and the Key Employee is a Ten Percent
Shareholder, the Option Price for each share of Stock subject to such Option
shall not be less than 110% of the Fair Market Value of a share of Stock on the
date the Option is granted. The Option Price shall be payable in full upon the
exercise of any Option, and an Option Certificate at the discretion of the
Committee (except for an Option granted to a Non-Employee Director) may provide
for the payment of the Option Price either in cash or in Stock acceptable to the
Committee or in any combination of cash and Stock acceptable to the Committee.
Any payment made in Stock shall be treated as equal to the Fair Market Value of
such Stock on the date the properly endorsed certificate for such Stock is
delivered to the Committee.

Section 9.        EXERCISE PERIOD

         (a) Each Option granted under this Plan shall be exercisable in whole
or in part at such time or times as set forth in the related Option Certificate,
but no Option Certificate shall provide that:

                  (1) an Option is exercisable before the date such Option is
         granted, or

                  (2) an Option is exercisable after the date which is the tenth
         anniversary of the date such Option is granted.

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If an option that is an ISO is granted to a Key Employee who is a Ten Percent
Shareholder, the Option Certificate shall provide that the Option is not
exercisable after the expiration of five years from the date the Option is
granted. An Option Certificate may provide for the exercise of an Option after
the employment of a Key Employee or service by a Key Consultant has terminated
for any reason whatsoever, including death or disability. In connection with the
termination for any reason of employment by or service to the Company or any
Subsidiary of any particular holder of any Option, the Committee may, in its
discretion, determine to extend the period during which such Option may be
exercised as provided in the related Option Certificate; provided, however, that
no such extension shall permit an Option to be exercised beyond the date
specified in paragraph (b) of this Section or the date applicable to Options
granted to a Ten Percent Shareholder, as the case may be.

         (b) Notwithstanding any other provision of this Section, upon a Change
of Control each Option granted under this Plan prior to such Change of Control
(whether prior to or after the amendment of the Plan to include this provision)
shall immediately become exercisable to the full extent of the original grant
and, in the case an Option held by a Key Employee shall remain exercisable for
three months (or such longer period as specified in the particular Option with
regard to all or any shares of Stock covered by such Option) after any
termination of employment of such Key Employee.

Section 10.       TRANSFERABILITY

         The Committee or the Designated Committee, as the case may be, shall
impose such restrictions on the transfer of options granted under the Plan as it
may deem advisable, including, without limitation, restrictions deemed necessary
or advisable under applicable federal securities laws, under the requirements of
any stock exchange or market upon which Stock is then listed in or traded, and
under any Blue Sky or state securities laws applicable to such Stock. Upon
request of any person receiving an award of an Option under the Plan, the
Committee may, in its sole and absolute discretion, determine to remove any such
transfer restriction originally imposed and may, in connection with the removal
of such transfer restriction, impose such conditions (including restrictions on
further transfers of the Option or upon transfers of the Stock upon exercise of
the Option) as the Committee or the Designated Committee, as the case may be, in
its discretion, may deem advisable, including, without limitation, restrictions
deemed by the Committee or the Designated Committee, as the case may be, to be
necessary or advisable in order to comply with applicable federal and state
securities laws or the requirements of any stock exchange or market upon which
the Stock is then listed or traded. Subject to its authority to impose such
conditions on further transfers, the Committee or the Designated Committee, as
the case may be, shall authorize the transfer of Options for bona fide estate
planning purposes or for contributions to qualified charities or charitable
trusts.

Section 11.       SECURITIES REGISTRATION AND RESTRICTIONS

         Each Option Certificate shall provide that, upon the receipt of shares
of Stock as a result of the exercise or surrender of an Option, the Key
Employee, Key Consultant or Outside Director shall, if so requested by the
Company, hold such shares of Stock for investment and not with a view toward
resale or distribution to the public and, if so requested by the Company, shall
deliver to the Company a written statement to that effect satisfactory to the
Company. Each Option Certificate shall also provide that, if so requested by the
Company, the Key Employee, Key Consultant or Outside Director shall represent in
writing to the Company that he or she will not sell or offer to sell any such
shares of Stock unless a registration statement shall be in effect with respect
to such Stock under the Securities Act and any applicable state securities law
or unless he or she shall have furnished to the Company an opinion, in form and
substance satisfactory to the Company, of legal counsel acceptable to the
Company, that such registration is not required. Certificates representing the
Stock transferred upon the exercise or surrender of an Option granted under this
Plan may at the discretion of the Company bear a legend to the effect that such
Stock has not been registered under the Securities Act or any applicable state
securities law and that such Stock may not be sold or offered for sale in the
absence of (i) an effective registration statement as to such Stock under the
Securities Act and any applicable state securities law or (ii) an opinion, in
form and substance satisfactory to the Company, of legal counsel acceptable to
the Company, that such registration is not required. Furthermore, the Company
shall have the right to require a Key Employee, Key Consultant or Outside
Director to enter into such stockholder or other related agreements as the
Company deems necessary or appropriate under the circumstances as a condition to
the issuance of any Stock under this Plan to a Key Employee, Key Consultant or
Outside Director.

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Section 12.       LIFE OF PLAN

         No Option shall be granted under this Plan on or after the earlier of

                  (a) the tenth anniversary of the original effective date of
         this Plan as determined under Section 4; provided, however, that after
         such anniversary date this Plan otherwise shall continue in effect
         until all outstanding Options have been exercised in full or no longer
         are exercisable, or

                  (b) the date on which all of the Stock reserved under Section
         3 of this Plan has, as a result of the exercise of Options granted
         under this Plan, been issued or no longer is available for use under
         this Plan, in which event this Plan also shall terminate on such date.

Section 13.       ADJUSTMENT

         The number of shares of Stock reserved under Section 3 of this Plan,
the number of shares of Stock to be granted from time to time pursuant to
Section 7.3 of this Plan (if permitted by the exemption in Rule 16b-3 under the
Exchange Act or any successor rule), the number of shares of Stock that may be
granted pursuant to Section 5 of this Plan by the Designated Committee to any
single Key Employee or Key Consultant, and the number of shares of Stock subject
to Options granted under this Plan and the Option Price of such Options shall be
adjusted by the Board in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits. Furthermore, the Board shall have the right to
adjust in a manner which satisfies the requirements of Section 424(a) of the
Code the number of shares of Stock reserved under Section 3 of this Plan and the
number of shares subject to Options granted under this Plan and the Option Price
of such Options in the event of any corporate transaction described in Section
424(a) of the Code that provides for the substitution or assumption of such
Options. If any adjustment under this Section 13 would create a fractional share
of Stock or a right to acquire a fractional share of Stock, such fractional
share shall be disregarded and the number of shares of Stock reserved under this
Plan and the number subject to any Options granted under this Plan shall be the
next lower number of shares of Stock, rounding all fractions downward. An
adjustment made under this Section 13 by the Board shall be conclusive and
binding on all affected persons and, further, shall not constitute an increase
in "the number of shares reserved under Section 3" within the meaning of Section
15(a) of this Plan.

Section 14.       SALE OR MERGER OF THE COMPANY

         If the Company agrees to sell all or substantially all of its assets
for cash or property or for a combination of cash and property or agrees to any
merger, consolidation, reorganization, division or other corporate transaction
in which Stock is converted into another security or into the right to receive
securities or property and such agreement does not provide for the assumption or
substitution of the Options granted under this Plan, each then outstanding
Option, at the direction of the Board, may be canceled unilaterally by the
Company as of the effective date of such transaction in exchange for a payment
in cash or Stock, or in a combination of cash and Stock, equal in amount to the
excess of the Fair Market Value on such date of the shares represented by the
canceled Options over the Option Price for such shares.

<PAGE>

Section 15.       AMENDMENT OR TERMINATION

         This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate; provided, however, that no such
amendment shall be made absent the approval of the stockholders of the Company
(a) to increase the aggregate number of shares reserved under Section 3, (b) to
change the class of persons eligible for Options under Section 6 or (c) to
materially modify the requirements as to eligibility for participation in this
Plan, (d) to otherwise materially increase the benefits accruing under this Plan
to Plan participants if such approval would be required in order for the Company
to comply with applicable law or the rules or regulations of any stock exchange
or market on which the Stock is traded or listed. The Board also may suspend the
granting of Options under this Plan at any time and may terminate this Plan at
any time; provided, however, that the Company shall not have the right to
unilaterally cancel or, in a manner which would materially adversely affect the
holder, amend or modify any Option granted before such suspension or termination
unless (i) the Key Employee, Key Consultant or Outside Director previously
consents in writing to such modification, amendment or cancellation or (ii)
there is a dissolution or liquidation of the Company or a transaction described
in Section 13 or Section 14 of this Plan.

         It is the intention of the Company that the Plan shall comply with the
conditions of Rule 16b-3 of the Exchange Act, as such Rule may from time to time
be amended. The Board shall have the authority, without the approval of the
stockholders, to amend the Plan from time to time to include any conditions,
terms or other provisions which may be required to be set forth in a plan in
order for transactions by directors or officers to be exempt under Rule 16b-3 of
the Exchange Act or any successor exemption.

Section 16.       CHANGE OF CONTROL

         Notwithstanding any other provision of the Plan, upon a Change of
Control each Option granted under this Plan prior to such Change of Control
shall immediately become exercisable to the full extent of the original grant
and shall remain exercisable for three months (or such longer period as
specified in the particular Option with regard to all or any shares of Stock
covered by such Option) after (i) any termination of employment of any Key
Employee; or (ii) resignation or removal of any Outside Director from the
Company's Board of Directors.

Section 17.       MISCELLANEOUS

         17.1 No Stockholder Rights. No Key Employee, Key Consultant or Outside
Director shall have any rights as a stockholder of the Company as a result of
the grant of an Option to him or to her under this Plan or his or her exercise
or surrender of such Option pending the actual delivery of Stock subject to such
Option to such Key Employee, Key Consultant or Non-Employee Director.

         17.2 No Contract of Employment. The grant of an Option to a Key
Employee, Key Consultant or Outside Director under this Plan shall not
constitute a contract of employment or consulting or right to continue to serve
on the Company's Board of Directors and shall not confer on a Key Employee, Key
Consultant or Outside Director any rights upon his or her termination of
employment or service in addition to those rights, if any, expressly set forth
in the Option Certificate which evidences his or her Option.

         17.3 Withholding. The exercise or surrender of any Option granted under
this Plan shall constitute a Key Employee's full and complete consent to
whatever action the Committee elects to satisfy the federal and state tax
withholding requirements, if any, which the Committee in its discretion deems
applicable to such exercise or surrender.

         17.4 Construction. This Plan and the Option Certificates shall be
construed under the laws of the State of Florida

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         17.5. Indemnification. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee or
the Designated Committee, the members of the Committee and the Designated
Committee shall be indemnified by the Company against all reasonable expenses,
including attorneys' fees, actually and reasonably incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken by them as directors or members of the Committee and the Designated
Committee and against all amounts paid by them in settlement thereof (provided
such settlement is approved by the Board) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that the
director or Committee or Designated Committee member is liable for gross
negligence or willful misconduct in the performance of his or her duties. To
receive such indemnification, a director or Committee or Designated Committee
member must first offer in writing to the Company the opportunity, at its own
expense, to defend any such action, suit or proceeding.

         The Company, the Board, the Committee, and the Designated Committee
shall not be required to give any security or bond for the performance of any
obligation that may be created by the Plan.

         17.6 Governing Law. All rights and obligations under the Plan shall be
constructed and interpreted with the laws of the State of New York, without
giving effect to the principles of conflict of laws.