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                                                                  EXHIBIT 10.53

                      BRIGHTSTAR CORP AMENDED AND RESTATED
                            2004 STOCK INCENTIVE PLAN

                                   ARTICLE I.

                        PURPOSE AND ADOPTION OF THE PLAN

      1.1.  PURPOSE. The purpose of the Brightstar Corp 2004 Amended and
Restated Stock Incentive Plan (the "Plan") is to assist in attracting and
retaining senior management, key employees, directors and selected consultants,
to act as an incentive in motivating senior management, key employees, directors
and selected consultants of Brightstar Corp and its subsidiaries and affiliates
to achieve long-term corporate objectives and to align the interests of such
senior management, key employees, directors and selected consultants closely
with those of the Company's shareholders.

      1.2.  ADOPTION AND TERM. The Plan has been approved by the Board of
Directors (the "Board") and the shareholders of Brightstar Corp (the "Company"),
to be effective as of July __, 2004 (the "Effective Date"). The Plan shall
remain in effect until terminated by action of the Board; provided, however,
that no Awards may be granted hereunder after the tenth anniversary of the
Effective Date and the provisions of Articles VII and VIII with respect to
performance-based awards to "covered employees" under Section 162(m) of the Code
(as defined below) shall expire as of the fifth anniversary of the Effective
Date unless the Company's shareholders reapprove the Performance Goals prior to
such date.

                                   ARTICLE II.

                                   DEFINITIONS

For the purposes of this Plan, capitalized terms shall have the following
meanings:

      2.1.  "AWARD" means any grant to a Participant of one or a combination of
Non-Qualified Stock Options or Incentive Stock Options described in Article VI,
Stock Appreciation Rights described in Article VI, Restricted Shares and
Restricted Units described in Article VII and Performance Awards described in
Article VIII.

      2.2.  "AWARD AGREEMENT" means a written agreement between the Company and
a Participant or a written notice from the Company to a Participant specifically
setting forth the terms and conditions of an Award granted under the Plan.

      2.3.  "AWARD PERIOD" means, with respect to an Award, the period of time
set forth in the Award Agreement during which specified target performance goals
must be achieved or other conditions set forth in the Award Agreement must be
satisfied.

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      2.4.  "BENEFICIARY" means an individual, trust or estate who or which, by
a written designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the Plan
and an Award Agreement upon the Participant's death.

      2.5.  "BOARD" means the Board of Directors of the Company.

      2.6.  "CHANGE IN CONTROL" means, and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

            (a)   Prior to the occurrence of an IPO of the Company's securities:

                  (i)   the consummation of any transaction where Marcelo Claure
      and David Peterson and their successors and assigns or any corporation,
      partnership, trust or other entity controlled by any of the foregoing
      (collectively, the "Primary Shareholders") dispose of fifty percent (50%)
      or more of the Company Voting Securities then beneficially owned (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) by the
      Primary Shareholders; or

                  (ii)  the consummation of a complete liquidation or
      dissolution of the Company.

            (b)   Following the occurrence of an IPO of the Company's
      securities:

                  (i)   The acquisition in one or more transactions, other than
      from the Company, by any individual, entity or group (within the meaning
      of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act) of a number of Company Voting Securities in excess of 25% of the
      Company Voting Securities unless such acquisition has been approved by the
      Board;

                  (ii)  Any election has occurred of persons to the Board that
      causes two-thirds of the Board to consist of persons other than (A)
      persons who were members of the Board on the Effective Date and (B)
      persons who were nominated for elections as members of the Board at a time
      when two-thirds of the Board consisted of persons who were members of the
      Board on the Effective Date, provided, however, that any person nominated
      for election by a Board at least two-thirds of whom constituted persons
      described in clauses (A) and/or (B) or by persons who were themselves
      nominated by such Board shall, for this purpose, be deemed to have been
      nominated by a Board composed of persons described in clause (A);

                  (iii) Approval by the shareholders of the Company of a
      reorganization, merger or consolidation, unless, following such
      reorganization, merger or consolidation, all or substantially all of the
      individuals and entities who were the respective beneficial owners of the
      Company Voting Securities immediately prior to such reorganization, merger
      or consolidation, following such

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      reorganization, merger or consolidation beneficially own, directly or
      indirectly, more than seventy five percent (75%) of the combined voting
      power of the then outstanding voting securities entitled to vote generally
      in the election of directors or trustees, as the case may be, of the
      entity resulting from such reorganization, merger or consolidation in
      substantially the same proportion as their ownership of the Company Voting
      Securities immediately prior to such reorganization, merger or
      consolidation, as the case may be; or

                  (iv)  Approval by the shareholders of the Company of (A) a
      complete liquidation or dissolution of the Company or (B) a sale or other
      disposition of all or substantially all the assets of the Company.

      2.7.  "CODE" means the Internal Revenue Code of 1986, as amended.
References to a section of the Code include that section and any comparable
section or sections of any future legislation that amends, supplements or
supersedes said section.

      2.8.  "COMMITTEE" means the Committee defined in Section 3.1.

      2.9.  "COMPANY" means Brightstar Corp, a Delaware corporation, and its
successors and assigns and includes its subsidiaries and affiliates.

      2.10. "COMMON STOCK" means shares of common stock, no par value, of the
Company.

      2.11. "COMPANY VOTING SECURITIES" means the combined voting power of all
outstanding securities of the Company entitled to vote generally in the election
of directors of the Company.

      2.12. "DATE OF GRANT" means the date designated by the Board as the date
it grants an Award, which shall not be earlier than the date on which the Board
approves the granting of such Award.

      2.13. "DISABILITY" means a total and permanent disability such that, due
to physical or mental illness, injury or disease, a Participant is unable to
perform any services for the Company and, in the opinion of a qualified
physician designated by the Board, such disability will be permanent and
continuous during the remainder of the Participant's life.

      2.14. "EFFECTIVE DATE" shall have the meaning given to such term in
Section 1.2.

      2.15. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

      2.16. "EXERCISE PRICE" means, with respect to a Stock Appreciation Right,
the amount established by the Board in the related Award Agreement as the amount
to be subtracted from the Fair Market Value on the date of exercise in order to
determine the

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amount of the payment to be made to the Participant, as further described in
Section 6.2(b).

      2.17. "FAIR MARKET VALUE" means, as of any applicable date: (i) if the
Common Stock is listed on a national securities exchange or is authorized for
quotation on The Nasdaq National Market System ("NMS"), the closing price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on
the next preceding date on which there was such a reported sale; or (ii) if the
Common Stock is not listed for trading on a national securities exchange or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap Market on such date, or if no such price shall have been reported for
such date, on the next preceding date for which such price was so reported; or
(iii) if the Common Stock is not listed for trading on a national securities
exchange or authorized for quotation on NMS or The Nasdaq SmallCap Market (if
applicable), the last reported bid price published in the "pink sheets" or
displayed on the National Association of Securities Dealers, Inc. ("NASD")
Electronic Bulletin Board, as the case may be; or (iv) if the Common Stock is
not listed for trading on a national securities exchange, is not authorized for
quotation on NMS or The Nasdaq SmallCap Market and is not published in the "pink
sheets" or displayed on the NASD Electronic Bulletin Board, the fair market
value of the Common Stock as determined in good faith under procedures
established by the Board which determination shall be final and binding on all
Participants.

      2.18. "INCENTIVE STOCK OPTION" means a stock option within the meaning of
Section 422 of the Code.

      2.19. "IPO" means an initial public offering of the securities of the
Company.

      2.20. "MERGER" means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transactions having similar effect
involving the Company.

      2.21. "NON-QUALIFIED STOCK OPTION" means a stock option which is not an
Incentive Stock Option.

      2.22. "OPTIONS" means all Non-Qualified Stock Options and Incentive Stock
Options granted at any time under the Plan.

      2.23. "PARTICIPANT" means a person designated to receive an Award under
the Plan in accordance with Section 5.1.

      2.24. "PERFORMANCE AWARDS" means Awards granted in accordance with Article
VIII.

      2.25  "PERFORMANCE GOALS" means any of the following (in absolute terms or
relative to one or more other companies or indices): economic value added
(EVA(R)), operating income, return on stockholders' equity, stock price
appreciation, earnings before interest, taxes, depreciation and amortization,
cash flow, sales growth, margin

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improvement, income before taxes (IBT), IBT margin, return on investment, return
on invested assets, working capital performance, earnings per share, growth in
earnings per share, expense targets and/or productivity targets or ratios.

      2.26. "PLAN" means the Brightstar Corp Amended and Restated 2004 Stock
Incentive Plan as described herein, as the same may be amended from time to
time.

      2.27  "PURCHASE PRICE", with respect to Options, shall have the meaning
set forth in Section 6.1(b).

      2.28  "RESTRICTED SHARES" means Common Stock subject to restrictions
imposed in connection with Awards granted under Article VII.

      2.29. "RESTRICTED UNITS" means units representing the right to receive
Common Stock in the future subject to restrictions imposed in connection with
Awards granted under Article VIII.

      2.30. "RETIREMENT" means a Participant's voluntary Termination of
Employment on or after attaining age 60.

      2.31. "STOCK APPRECIATION RIGHTS" means Awards granted in accordance with
Article VI.

      2.32. "TERMINATION OF EMPLOYMENT" means the voluntary or involuntary
termination of a Participant's employment with the Company for any reason,
including death, Disability, Retirement or as the result of the divestiture of
the Participant's employer or any similar transaction in which the Participant's
employer ceases to be the Company. Whether entering military or other government
service shall constitute Termination of Employment, or whether a Termination of
Employment shall occur as a result of Disability, shall be determined in each
case by the Committee in its sole discretion. In the case of a director or
consultant who is not an employee of the Company, Termination of Employment
shall mean voluntary or involuntary termination of Board service or the
consulting relationship, as the case may be, for any reason.

                                  ARTICLE III.

                                 ADMINISTRATION

      3.1   THE COMMITTEE. The Plan shall be administered by a committee of the
Board ("Committee") comprised of at least two persons. The Committee shall have
exclusive and final authority in each determination, interpretation or other
action affecting the Plan and its Participants. The Committee shall have the
sole discretionary authority to interpret the Plan, to establish and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Awards as it determines appropriate, and to take such steps in connection with
the Plan and Awards granted hereunder as it may deem necessary or advisable. The
Committee may delegate such of its powers and authority under the Plan as it
deems appropriate to a subcommittee of the Committee and/or designated officers
or employees of the Company. In addition, the full Board

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may exercise any of the powers and authority of the Committee under the Plan. In
the event of such delegation of authority or exercise of authority by the Board,
references in the Plan to the Committee shall be deemed to refer, as
appropriate, to the delegate of the Committee or the Board.

                                   ARTICLE IV.

                                     SHARES

      4.1.  NUMBER OF SHARES ISSUABLE. The total number of shares initially
authorized to be issued under the Plan shall be 2,500,000 shares of Common
Stock. The number of shares available for issuance under the Plan shall be
subject to adjustment in accordance with Section 10.7. The shares to be offered
under the Plan shall be authorized and unissued shares of Common Stock or issued
shares of Common Stock which will have been reacquired by the Company.

      4.2.  SHARES SUBJECT TO TERMINATED AWARDS. Shares of Common Stock covered
by any unexercised portion of terminated Options (including canceled Options)
granted under Article VI, shares of Common Stock forfeited as provided in
Section 7.2(a) and shares of Common Stock subject to any Award that are
otherwise surrendered by a Participant may be subject to new Awards under the
Plan. Shares of Common Stock subject to Options, or portions thereof, that have
been surrendered in connection with the exercise of Stock Appreciation Rights
shall not be available for subsequent Awards under the Plan, but shares of
Common Stock issued in payment of such Stock Appreciation Rights shall not be
charged against the number of shares of Common Stock available for the grant of
Awards hereunder. In the event of the exercise of Stock Appreciation Rights not
granted in tandem with Options, only the number of shares of Common Stock
actually issued in payment of such Stock Appreciation Rights shall be charged
against the number of shares of Common Stock available for the grant of Awards
hereunder.

                                   ARTICLE V.

                                  PARTICIPATION

      5.1.  ELIGIBLE PARTICIPANTS. All employees, directors and consultants of
the Company are eligible to participate in the Plan but only those individuals
who are designated from time to time by the Committee, in its sole discretion,
shall actually be the Participants who receive Awards under the Plan. The
Committee's designation of a Participant in any year shall not require the
Committee to designate such person to receive Awards in any other year. The
designation of a Participant to receive an Award under one portion of the Plan
does not require the Committee to include such Participant under other portions
of the Plan. The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the types and amounts of their
respective Awards. No Participant may in any calendar year receive Awards under
the Plan in respect of more than 200,000 shares of Common Stock.

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                                   ARTICLE VI.

                   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

      6.1.  OPTION AWARDS.

            (a)   GRANT OF OPTIONS. The Committee may grant, to such
Participants as the Committee may select, Options entitling the Participants to
purchase shares of Common Stock from the Company in such numbers, at such
prices, and on such terms and subject to such conditions, not inconsistent with
the terms of the Plan, as may be established by the Committee. The terms of any
Option granted under the Plan shall be set forth in an Award Agreement.

            (b)   PURCHASE PRICE OF OPTIONS. Subject to Section 6.1(d) with
respect to certain Incentive Stock Options, the Purchase Price of each share of
Common Stock which may be purchased upon exercise of any Option granted under
the Plan shall be determined by the Committee; provided, however, that the
Purchase Price shall in all cases be equal to or greater than the Fair Market
Value on the Date of Grant.

            (c)   DESIGNATION OF OPTIONS. Except as otherwise expressly provided
in the Plan, the Committee may designate, at the time of the grant of an Option,
such Option as an Incentive Stock Option or a Non-Qualified Stock Option;
provided, however, that an Option may be designated as an Incentive Stock Option
only if the applicable Participant is an employee of the Company on the Date of
Grant.

            (d)   SPECIAL INCENTIVE STOCK OPTION RULES. Except for contractual
obligations existing as of the Effective Date. No Participant may be granted
Incentive Stock Options under the Plan (or any other plans of the Company) that
would result in Incentive Stock Options to purchase shares of Common Stock with
an aggregate Fair Market Value (measured on the Date of Grant) of more than One
Hundred Thousand Dollars ($100,000) first becoming exercisable by such
Participant in any one calendar year. Notwithstanding any other provision of the
Plan to the contrary, no Incentive Stock Option shall be granted to any person
who, at the time the Option is granted, owns stock (including stock owned by
application of the constructive ownership rules in Section 424(d) of the Code)
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, unless at the time the Incentive Stock Option
is granted the Purchase Price is at least one hundred ten percent (110%) of the
Fair Market Value of the Common Stock subject to the Incentive Stock Option and
the Incentive Stock Option by its terms is not exercisable for more than ten
(10) years from the Date of Grant.

            (e)   RIGHTS AS A SHAREHOLDER. A Participant or a transferee of an
Option pursuant to Section 10.4 shall have no rights as a shareholder with
respect to the shares of Common Stock covered by an Option until that
Participant or transferee shall have become the holder of record of any such
shares, and no adjustment shall be made with respect to any such shares of
Common Stock for dividends in cash or other property or distributions of other
rights on the Common Stock for which the record date is prior to the date on
which that Participant or transferee shall have become the holder

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of record of any shares covered by such Option; provided, however, that
Participants are entitled to share adjustments to reflect capital changes under
Section 10.7.

      6.2.  STOCK APPRECIATION RIGHTS.

            (a)   STOCK APPRECIATION RIGHT AWARDS. The Committee is authorized
to grant to any Participant one or more Stock Appreciation Rights. Such Stock
Appreciation Rights may be granted either independent of or in tandem with
Options granted to the same Participant. Stock Appreciation Rights granted in
tandem with Options may be granted simultaneously with, or, in the case of
Non-Qualified Stock Options, subsequent to, the grant to such Participant of the
related Options; provided, however, that: (i) any Option covering any share of
Common Stock shall expire and not be exercisable upon the exercise of any Stock
Appreciation Right with respect to the same share, (ii) any Stock Appreciation
Right covering any share of Common Stock shall expire and not be exercisable
upon the exercise of any Option with respect to the same share, and (iii) an
Option and a Stock Appreciation Right covering the same share of Common Stock
may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right
with respect to a share of Common Stock, the Participant shall be entitled to
receive an amount equal to the excess, if any, of (A) the Fair Market Value of a
share of Common Stock on the date of exercise over (B) the Exercise Price of
such Stock Appreciation Right established in the Award Agreement, which amount
shall be payable as provided in Section 6.2(c).

            (b)   EXERCISE PRICE. The Exercise Price established for any Stock
Appreciation Right granted under this Plan shall be determined by the Committee,
but in the case of Stock Appreciation Rights granted in tandem with Options
shall not be less than the Purchase Price of the related Options. Upon exercise
of Stock Appreciation Rights, the number of shares issuable upon exercise under
any related Options shall automatically be reduced by the number of shares of
Common Stock represented by such Options which are surrendered as a result of
the exercise of such Stock Appreciation Rights.

            (c)   PAYMENT OF INCREMENTAL VALUE. Any payment that may become due
from the Company by reason of a Participant's exercise of a Stock Appreciation
Right may be paid to the Participant as determined by the Committee (i) all in
cash, (ii) all in Common Stock, or (iii) in any combination of cash and Common
Stock. In the event that all or a portion of the payment is to be made in Common
Stock, the number of shares of Common Stock to be delivered in satisfaction of
such payment shall be determined by dividing the amount of such payment or
portion thereof by the Fair Market Value on the date of exercise. No fractional
share of Common Stock shall be issued to make any payment in respect of Stock
Appreciation Rights; if any fractional share would otherwise be issuable, the
combination of cash and Common Stock payable to a Participant shall be adjusted
as directed by the Committee to avoid the issuance of any fractional share.

      6.3.  TERMS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

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            (a)   CONDITIONS ON EXERCISE. An Award Agreement with respect to
Options and/or Stock Appreciation Rights may contain such waiting periods,
exercise dates and restrictions on exercise (including, but not limited to,
periodic installments) as may be determined by the Committee at the time of
grant. Unless the Committee determines otherwise, no Option or Stock
Appreciation Right shall be exercisable unless it is vested.

            (b)   DURATION OF OPTIONS AND STOCK APPRECIATION RIGHTS. Options and
Stock Appreciation Rights shall terminate after the first to occur of the
following events:

                  (i)   Expiration of the Option or Stock Appreciation Right as
provided in the related Award Agreement; or

                  (ii)  Termination of the Award as provided in Section 6.3(f),
following the applicable Participant's Termination of Employment; or

                  (iii) In the case of an Incentive Stock Option, ten (10) years
from the Date of Grant (five years in certain cases, as described in Section
6.1(d)) (Non-Qualified Stock Options may, if so approved by the Committee, have
a stated term in excess of ten (10) years, but such Options shall in all events
be subject to termination in accordance with clauses (i) and (ii) above); or

                  (iv)  Solely in the case of a Stock Appreciation Right granted
in tandem with an Option, upon the expiration of the related Option.

            (c)   VESTING OF OPTIONS AND STOCK APPRECIATION RIGHTS. Options and
Stock Appreciation Rights may be exercised only to the extent that the
Participant is vested in such Options and Stock Appreciation Rights. A
Participant shall vest separately in each Option or Stock Appreciation Right
granted hereunder in accordance with a schedule determined by the Committee, in
its sole discretion, which shall be incorporated in the Award Agreement. Unless
otherwise determined by the Committee, each Award Agreement will provide that
the Options and/or Stock Appreciation Rights shall vest at the rate of 33 1/3%
per year over a three (3)-year period from the Date of Grant.

            (d)   ACCELERATION OF EXERCISE TIME. The Committee, in its sole
discretion, shall have the right (but shall not in any case be obligated),
exercisable at any time after the Date of Grant, to permit the exercise of any
Option or Stock Appreciation Right prior to the time such Option or Stock
Appreciation Right would otherwise become exercisable under the terms of the
related Award Agreement.

            (e)   EXTENSION OF EXERCISE TIME. In addition to the extensions
permitted under Section 6.3(f) in the event of Termination of Employment, the
Committee, in its sole discretion, shall have the right (but shall not in any
case be obligated), exercisable on or at any time after the Date of Grant, to
permit the exercise of any Option or Stock Appreciation Right after its
expiration date described in

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Section 6.3(f), subject, however, to the limitations described in Sections
6.3(b)(iii) and (iv).

            (f)   EXERCISE OF OPTIONS OR STOCK APPRECIATION RIGHTS UPON
TERMINATION OF EMPLOYMENT. Unless a Participant's Award Agreement provides
otherwise, the following rules shall govern the treatment of Options and Stock
Appreciation Rights upon Termination of Employment:

                  (i)   TERMINATION OF OPTIONS AND STOCK APPRECIATION RIGHTS
UPON TERMINATION OF EMPLOYMENT.

                        (A)   REASONS OTHER THAN DEATH, DISABILITY OR
RETIREMENT.

                              (1) VOLUNTARY TERMINATION/TERMINATION FOR CAUSE.
In the event of (a) a Participant's voluntary Termination of Employment; or (b)
a Participant's Termination of Employment as a result of the Company's
termination of the Participant's employment with the Company "for cause," such
term to have the meaning prescribed by the Board, from time to time, and made
part of the Company's employment policies and/or procedures, then the right of
the Participant to exercise any Option or Stock Appreciation Right shall
terminate thirty (30) days after the date of such Termination of Employment,
unless the exercise period is extended by the Committee in accordance with
Section 6.3(e).

                              (2) INVOLUNTARY TERMINATION. In the event of a
Participant's involuntary Termination of Employment for any reason other than
"for cause," death, Disability or Retirement, the right of the Participant to
exercise any Option or Stock Appreciation Right shall terminate ninety (90) days
after the date of such Termination of Employment, unless the exercise period is
extended by the Committee in accordance with Section 6.3(e).

                        (B)   DEATH, DISABILITY OR RETIREMENT. In the event of a
Participant's Termination of Employment by reason of death, Disability or
Retirement, the right of the Participant to exercise any Option or Stock
Appreciation Right which he or she was entitled to exercise upon Termination of
Employment (or which became exercisable pursuant to Section 6.3(f)(ii)) shall,
unless the exercise period is extended by the Committee in accordance with
Section 6.3(e), terminate upon ninety (90) days after the date of such
Termination of Employment.

                  (ii)  TERMINATION OF UNVESTED OPTIONS OR STOCK APPRECIATION
RIGHTS UPON TERMINATION OF EMPLOYMENT. To the extent the right to exercise an
Option or a Stock Appreciation Right, or any portion thereof, has not accrued as
of the date of Termination of Employment, such right shall expire at the date of
such Termination of Employment regardless of the reason for such Termination of
Employment. Notwithstanding the foregoing:

                        (A)   CONTINUATION OF SERVICES. The Committee, in its
sole discretion and under such terms as it deems appropriate, may permit, for a

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Participant who terminates employment by reason of Retirement and who will
continue to render significant services to the Company after his or her
Termination of Employment, the continued vesting of his or her Options and Stock
Appreciation Rights during the period in which that individual continues to
render such services.

                        (B)   SPECIAL RULE FOR CERTAIN PRE-IPO TERMINATIONS. The
Committee may provide in the applicable Award Agreement that, in the event of a
Participant's Termination of Employment by reason of death, Disability or
Retirement prior to the consummation of an IPO of the Company, the Participant
(or his Beneficiary) will not forfeit, and will continue to hold subject to
Section 6.3(f)(i)(B) and the other provisions of the Plan, the portion, if any,
of his Options and Stock Appreciation Rights that would have been exercisable as
of the date of Termination of Employment had such an IPO occurred prior to such
date; provided, however, that, in such event, the Options and Stock Appreciation
Rights that continue in effect shall become vested and exercisable only upon the
satisfaction of the conditions set forth in Section 6.3(a) and the applicable
Award Agreement.

      6.4.  EXERCISE PROCEDURES. Each Option and Stock Appreciation Right
granted under the Plan shall be exercised by written notice to the Company which
must be received by the officer or employee of the Company designated in the
Award Agreement (unless extended pursuant to Section 6.3(e) or (f)) at or before
the close of business on the expiration date of the Award. The Purchase Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid
in full in cash by the Participant pursuant to the Award Agreement; provided,
however, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) shares of Common Stock held by
the Participant for at least six months (which may include Restricted Shares,
subject to such rules as the Committee deems appropriate) or (b) any combination
of cash and Common Stock or (c) such other consideration as the Committee deems
appropriate and in compliance with applicable law (including payment in
accordance with a cashless exercise program under which, if so instructed by a
Participant, shares of Common Stock may be issued directly to the Participant's
broker or dealer upon receipt of an irrevocable written notice of exercise from
the Participant). In the event that any shares of Common Stock shall be
transferred to the Company to satisfy all or any part of the Purchase Price, the
part of the Purchase Price deemed to have been satisfied by such transfer of
shares of Common Stock shall be equal to the product derived by multiplying the
Fair Market Value as of the date of exercise times the number of shares of
Common Stock transferred to the Company. The Participant may not transfer to the
Company in satisfaction of the Purchase Price any fractional share of Common
Stock. Any part of the Purchase Price paid in cash upon the exercise of any
Option shall be added to the general funds of the Company and may be used for
any proper corporate purpose. Unless the Committee shall otherwise determine,
any shares of Common Stock transferred to the Company as payment of all or part
of the Purchase Price upon the exercise of any Option shall be held as treasury
shares.

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                                  ARTICLE VII.

                     RESTRICTED SHARES AND RESTRICTED UNITS

      7.1.  RESTRICTED SHARE AND RESTRICTED UNIT AWARDS. The Committee may grant
to any Participant a Restricted Share Award consisting of such number of shares
of Common Stock on such terms, conditions and restrictions, whether based on
performance standards, periods of service, retention by the Participant of
ownership of specified shares of Common Stock or other criteria, as the
Committee shall establish. The Committee may also grant Restricted Stock Units
representing the right to receive shares of Common Stock in the future subject
to the achievement of one or more goals relating to the completion of service by
the Participant and/or the achievement of performance or other objectives. With
respect to performance-based Awards of Restricted Shares or Restricted Units
intended to qualify for deductibility under the "performance-based" compensation
exception contained in Section 162(m) of the Code, performance targets will
consist of specified levels of one or more of the Performance Goals. The terms
of any Restricted Share and Restricted Unit Awards granted under this Plan shall
be set forth in an Award Agreement which shall contain provisions determined by
the Committee and not inconsistent with this Plan.

            (a)   ISSUANCE OF RESTRICTED SHARES. As soon as practicable after
the Date of Grant of a Restricted Share Award by the Committee, the Company
shall cause to be transferred on the books of the Company or its agent, shares
of Common Stock, registered on behalf of the Participant, evidencing the
Restricted Shares covered by the Award, subject to forfeiture to the Company as
of the Date of Grant if an Award Agreement with respect to the Restricted Shares
covered by the Award is not duly executed by the Participant and timely returned
to the Company. All shares of Common Stock covered by Awards under this Article
VII shall be subject to the restrictions, terms and conditions contained in the
Plan and the applicable Award Agreements entered into by the appropriate
Participants. Until the lapse or release of all restrictions applicable to an
Award of Restricted Shares the share certificates representing such Restricted
Shares may be held in custody by the Company, its designee, or, if the
certificates bear a restrictive legend, by the Participant. Upon the lapse or
release of all restrictions with respect to an Award as described in Section
7.1(d), one or more share certificates, registered in the name of the
Participant, for an appropriate number of shares as provided in Section 7.1(d),
free of any restrictions set forth in the Plan and the related Award Agreement
shall be delivered to the Participant.

            (b)   STOCKHOLDER RIGHTS. Beginning on the Date of Grant of a
Restricted Share Award and subject to execution of the related Award Agreement
as provided in Section 7.1(a), and except as otherwise provided in such Award
Agreement, the Participant shall become a stockholder of the Company with
respect to all shares subject to the Award Agreement and shall have all of the
rights of a stockholder, including, but not limited to, the right to vote such
shares and the right to receive dividends; provided, however, that any shares of
Common Stock distributed as a dividend or otherwise with respect to any
Restricted Shares as to which the restrictions

                                       12
<PAGE>

have not yet lapsed, shall be subject to the same restrictions as such
Restricted Shares and held or restricted as provided in Section 7.1(a).

            (c)   RESTRICTION ON TRANSFERABILITY. None of the Restricted Shares
may be assigned or transferred (other than by will or the laws of descent and
distribution or to an inter vivos trust with respect to which the Participant is
treated as the owner under Sections 671 through 677 of the Code), pledged or
sold prior to the lapse of the restrictions applicable thereto.

            (d)   DELIVERY OF SHARES UPON VESTING. Upon expiration or earlier
termination of the forfeiture period without a forfeiture and the satisfaction
of or release from any other conditions prescribed by the Committee, or at such
earlier time as provided under the provisions of Section 7.3, the restrictions
applicable to the Restricted Shares shall lapse. As promptly as administratively
feasible thereafter, subject to the requirements of Section 10.5, the Company
shall deliver to the Participant or, in case of the Participant's death, to the
Participant's Beneficiary, one or more share certificates for the appropriate
number of shares of Common Stock, free of all such restrictions, except for any
restrictions that may be imposed by law.

      7.2.  TERMS OF RESTRICTED SHARES.

            (a)   FORFEITURE OF RESTRICTED SHARES. Subject to Sections 7.2(b)
and 7.3, Restricted Shares shall be forfeited and returned to the Company and
all rights of the Participant with respect to such Restricted Shares shall
terminate unless the Participant continues in the service of the Company or a
Subsidiary until the expiration of the forfeiture period for such Restricted
Shares and satisfies any and all other conditions set forth in the Award
Agreement. The Committee shall determine the forfeiture period (which may, but
need not, lapse in installments) and any other terms and conditions applicable
with respect to any Restricted Share Award.

            (b)   WAIVER OF FORFEITURE PERIOD. Notwithstanding anything
contained in this Article VII to the contrary, the Committee may, in its sole
discretion, waive the forfeiture period and any other conditions set forth in
any Award Agreement under appropriate circumstances (including the death,
disability or Retirement of the Participant or a material change in
circumstances arising after the date of an Award) and subject to such terms and
conditions (including forfeiture of a proportionate number of the Restricted
Shares) as the Committee shall deem appropriate.

      7.3.  RESTRICTED STOCK UNITS. Restricted Unit Awards shall be subject to
the restrictions, terms and conditions contained in the Plan and the applicable
Award Agreements entered into by the appropriate Participants. Until the lapse
or release of all restrictions applicable to an Award of Restricted Units, no
shares of Common Stock shall be issued in respect of such Awards and no
Participant shall have any rights as a stockholder of the Company with respect
to the shares of Common Stock covered by such Restricted Unit Award. Upon the
lapse or release of all restrictions with respect to a Restricted Unit Award or
at a later date if distribution has been deferred, one or more

                                       13
<PAGE>

share certificates, registered in the name of the Participant, for an
appropriate number of shares, free of any restrictions set forth in the Plan and
the related Award Agreement shall be delivered to the Participant. A
Participant's Restricted Unit Award shall not be contingent on any payment by or
consideration from the Participant other than the rendering of services.
Notwithstanding anything contained in this Section 7.03 to the contrary, the
Committee may, in its sole discretion, waive the forfeiture period and any other
conditions set forth in any Award Agreement under appropriate circumstances
(including the death, Permanent Disability or Retirement of the Participant or a
material change in circumstances arising after the date of an Award) and subject
to such terms and conditions (including forfeiture of a proportionate number of
the Restricted Units) as the Committee shall deem appropriate.

      7.4.  CHANGE IN CONTROL. Unless otherwise provided by the Committee in the
applicable Award Agreement or otherwise determined by an Incumbent Board at the
time of a Change in Control, in the event of a Change in Control, all
restrictions applicable to Restricted Share and Restricted Unit Awards shall
terminate fully and the Participant shall immediately have the right to the
delivery of share certificates. Unless otherwise determined by the Committee,
the provisions of this Section 7.4 shall not be applicable to any Restricted
Shares and Restricted Units granted to a Participant if any Change in Control
results from such Participant's beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of Common Stock.

                                  ARTICLE VIII.

                               PERFORMANCE AWARDS

      8.1   PERFORMANCE AWARDS.

            (a)   AWARD PERIODS AND CALCULATIONS OF POTENTIAL INCENTIVE AMOUNTS.
The Committee may grant Performance Awards to Participants. A Performance Award
shall consist of the right to receive a payment (measured by the Fair Market
Value of a specified number of shares of Common Stock, increases in such Fair
Market Value during the Award Period and/or a fixed cash amount) contingent upon
the extent to which certain predetermined performance targets have been met
during an Award Period. Performance Awards may be made in conjunction with, or
in addition to, Restricted Share Awards made under Article VII. The Award Period
shall be two or more fiscal or calendar years as determined by the Committee.
The Committee, in its discretion and under such terms as it deems appropriate,
may permit newly eligible employees, such as those who are promoted or newly
hired, to receive Performance Awards after an Award Period has commenced.

            (b)   PERFORMANCE TARGETS. The performance targets may include such
goals related to the performance of the Company and/or the performance of a
Participant as may be established by the Committee in its sole discretion. The
performance targets established by the Committee may vary for different Award
Periods and need not be the same for each Participant receiving a Performance
Award in an Award Period. In the case of Performance Awards intended to qualify
for deductibility

                                       14
<PAGE>

under the "performance-based" compensation exception contained in Section 162(m)
of the Code, the targets will consist of specified levels of one or more of the
Performance Goals. The performance targets established by the Committee may vary
for different Award Periods and need not be the same for each Participant
receiving a Performance Award in an Award Period. Except to the extent
inconsistent with the performance-based compensation exception under Section
162(m) of the Code, in the case of Performance Awards granted to Participants to
whom such section is applicable, the Committee, in its discretion, but only
under extraordinary circumstances as determined by the Committee, may change any
prior determination of performance targets for any Award Period at any time
prior to the final determination of the value of a related Performance Award
when events or transactions occur to cause such performance targets to be an
inappropriate measure of achievement.

            (c)   EARNING PERFORMANCE AWARDS. The Committee, on or as soon as
practicable after the Date of Grant, shall prescribe a formula to determine the
percentage of the applicable Performance Award to be earned based upon the
degree of attainment of performance targets.

            (d)   PAYMENT OF EARNED PERFORMANCE AWARDS. Payments of earned
Performance Awards shall be made in cash or shares of Common Stock or a
combination of cash and shares of Common Stock, in the discretion of the
Committee. The Committee, in its sole discretion, may provide such terms and
conditions with respect to the payment of earned Performance Awards as it may
deem desirable.

      8.2   TERMS OF PERFORMANCE AWARDS.

            (e)   TERMINATION OF EMPLOYMENT. Unless otherwise provided below, in
the case of a Participant's Termination of Employment prior to the end of an
Award Period, the Participant will not have earned any Performance Awards for
that Award Period.

            (f)   RETIREMENT. If a Participant's Termination of Employment is
because of Retirement prior to the end of an Award Period, the Participant will
not be paid any Performance Award, unless the Committee, in its sole and
exclusive discretion, determines that an Award should be paid. In such a case,
the Participant shall be entitled to receive a pro-rata portion of his or her
Award as determined under subsection (d).

            (g)   DEATH OR DISABILITY. If a Participant's Termination of
Employment is due to death or to Disability (as determined in the sole and
exclusive discretion of the Committee) prior to the end of an Award Period, the
Participant or the Participant's personal representative shall be entitled to
receive a pro-rata share of his or her Award as determined under subsection (d).

            (h)   PRO-RATA PAYMENT. The amount of any payment to be made to a
Participant whose employment is terminated by Retirement, death or Disability
(under the circumstances described in subsections (b) and (c)) will be the
amount determined

                                       15
<PAGE>

by multiplying (i) the amount of the Performance Award that would have been
earned through the end of the Award Period had such employment not been
terminated by (ii) a fraction, the numerator of which is the number of whole
months such Participant was employed during the Award Period, and the
denominator of which is the total number of months of the Award Period. Any such
payment made to a Participant whose employment is terminated prior to the end of
an Award Period shall be made at the end of such Award Period, unless otherwise
determined by the Committee in its sole discretion. Any partial payment
previously made or credited to a Participant in accordance with Section 8.1(d)
of the Plan shall be subtracted from the amount otherwise determined as payable
as provided in this Section 8.2(d).

            (i)   OTHER EVENTS. Notwithstanding anything to the contrary in this
Article VIII, the Committee may, in its sole and exclusive discretion, determine
to pay all or any portion of a Performance Award to a Participant who has
terminated employment prior to the end of an Award Period under certain
circumstances (including the death, Disability or Retirement of the Participant
or a material change in circumstances arising after the Date of Grant), subject
to such terms and conditions as the Committee shall deem appropriate.

                                   ARTICLE IX.

                             RESTRICTIONS ON SHARES

      9.1.  All shares of Common Stock issued under this Plan shall be subject
to any and all rights, options or restrictions as may be set forth in the
applicable Award Agreement.

                                   ARTICLE X.

              TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

      10.1. PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall
govern all Awards granted under the Plan, and in no event shall the Committee
have the power to grant any Award under the Plan the terms of which are contrary
to any of the provisions of the Plan. In the event any provision of any Award
granted under the Plan shall conflict with any term in the Plan as constituted
on the Date of Grant of such Award, the term in the Plan as constituted on the
Date of Grant of such Award shall control. Except as provided in Section 10.3
and Section 10.7, the terms of any Award granted under the Plan may not be
changed after the Date of Grant of such Award so as to materially decrease the
value of the Award without the express written approval of the Participant.

      10.2. AWARD AGREEMENT. No person shall have any rights under any Award
granted under the Plan unless and until the Company and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or the Participant shall have received and acknowledged notice of the
Award authorized by the Committee expressly granting the Award to such person
and containing provisions setting forth the terms of the Award.

                                       16
<PAGE>

      10.3. MODIFICATION OF AWARD AFTER GRANT. No Award granted under the Plan
to a Participant may be modified (unless such modification does not materially
decrease the value of that Award) after its Date of Grant except by express
written agreement between the Company and such Participant, provided that any
such change (a) may not be inconsistent with the terms of the Plan, and (b)
shall be approved by the Committee.

      10.4. LIMITATION ON TRANSFER. Except as provided in Section 7.1(c) in the
case of Restricted Shares, a Participant's rights and interests under the Plan
may not be assigned or transferred other than by will or the laws of descent and
distribution and, during the lifetime of a Participant, only the Participant
personally (or the Participant's personal representative) may exercise rights
under the Plan. The Participant's Beneficiary may exercise the Participant's
rights to the extent they are exercisable under the Plan following the death of
the Participant. Notwithstanding the foregoing, the Committee may grant
Non-Qualified Stock Options that are transferable, without payment of
consideration, to immediate family members of the Participant or to trusts or
partnerships for such family members, and the Committee may also amend
outstanding Non-Qualified Stock Options to provide for such transferability.

      10.5. TAXES. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount payable and/or
shares issuable under such Participant's Award or with respect to any income
recognized upon a disqualifying disposition (i.e. a disposition prior to the
expiration of the requisite holding periods) of shares received pursuant to the
exercise of an Incentive Stock Option, and the Company may defer payment of cash
or issuance of shares upon exercise or vesting of an Award unless indemnified to
its satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant in cash at such time as the Committee determines;
provided, however, that with the approval of the Committee, the Participant may
elect to meet his or her withholding requirement, in whole or in part, by having
withheld from such Award at the appropriate time that number of shares of Common
Stock, rounded up to the next whole share, the Fair Market Value of which is
equal to the amount of withholding taxes due.

      10.5  SURRENDER OR SUBSTITUTION OF AWARDS. Any Award granted under the
Plan may be surrendered to the Company for cancellation on such terms as the
Committee and the holder approve. With the consent of the Participant, the
Committee may substitute a new Award under this Plan in connection with the
surrender by the Participant of an equity compensation award previously granted
under this Plan or any other plan sponsored by the Company; provided, however,
that no such substitution shall be permitted without the approval of the
Company's shareholders in the event that such substitution would be considered a
"repricing" under the rules of any stock exchange on which the Common Stock is
listed for trading. Notwithstanding the foregoing, if the Company elects or
otherwise is required to expense the cost of Options for accounting purposes,
the Committee shall have the ability to substitute, without the consent of the
Participant, Stock Appreciation Rights payable only in Common Stock for

                                       17
<PAGE>

outstanding Options; provided, the terms of the substituted Stock Appreciation
Rights Awards are the same as the terms for the Options and the difference
between the Fair Market Value of the underlying shares and the Exercise Price of
the Stock Appreciation Rights is equivalent to the difference between the Fair
Market Value of the underlying shares and the Exercise Price of the Options. Any
such substitution shall be subject to the approval of the Company's shareholders
if it would be considered a "repricing" under the rules of any stock exchange on
which the Common Stock is listed for trading. If this provision creates adverse
accounting consequences for the Company, it shall be considered void and of no
further effect.

      10.6. ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

            (a)   RECAPITALIZATION. The number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such shares, the
number and kind of shares available for Awards subsequently granted under the
Plan and the maximum number of shares in respect of which Awards can be made to
any Participant in any calendar year shall be appropriately adjusted to reflect
any stock dividend, stock split, combination or exchange of shares, merger,
consolidation or other change in capitalization with a similar substantive
effect upon the Plan or the Awards granted under the Plan. The Committee shall
have the power and sole discretion to determine the amount of the adjustment to
be made in each case.

            (b)   MERGER. After any Merger in which the Company is the surviving
corporation, each Participant shall, at no additional cost, be entitled upon any
exercise of an Option or receipt of any other Award to receive (subject to any
required action by shareholders), in lieu of the number of shares of Common
Stock receivable or exercisable pursuant to such Award prior to such Merger, the
number and class of shares or other securities to which such Participant would
have been entitled pursuant to the terms of the Merger if, at the time of the
Merger, such Participant had been the holder of record of a number of shares of
Common Stock equal to the number of shares of Common Stock receivable or
exercisable pursuant to such Award. Comparable rights shall accrue to each
Participant in the event of successive Mergers of the character described above.
Subject to Section 10.6 hereof, in the event of a Merger in which the Company is
not the surviving corporation, the surviving, continuing, successor or
purchasing corporation, as the case may be (the "Acquiring Corporation"), will
either assume the Company's rights and obligations under outstanding Award
Agreements or substitute awards in respect of the Acquiring Corporation's stock
for outstanding Awards, provided, however, that if the Acquiring Corporation
does not assume or substitute for such outstanding Awards, the Committee shall
provide prior to the Merger that any unexercisable and/or unvested portion of
the outstanding Awards shall be immediately exercisable and vested as of a date
prior to such Merger, as the Committee so determines. The exercise and/or
vesting of any Award that was permissible solely by reason of this Section
10.7(b) shall be conditioned upon the consummation of the Merger. Any Options
which are neither assumed by the Acquiring Corporation not exercised as of the
date of the Merger shall terminate effective as of the effective date of the
Merger.

                                       18
<PAGE>

            (c)   OPTIONS TO PURCHASE SHARES OR STOCK OF ACQUIRED COMPANIES.
After any Merger in which the Company shall be a surviving corporation, the
Committee may grant substituted options under the provisions of the Plan,
pursuant to Section 424 of the Code, replacing old options granted under a plan
of another party to the merger whose shares of stock subject to the old options
may no longer be issued following the merger. The manner of application of the
foregoing provisions to such options and any appropriate adjustments shall be
determined by the Committee in its sole discretion. Any such adjustments may
provide for the elimination of any fractional shares which might otherwise
become subject to any Options.

      10.7. CERTAIN CONDITIONS ON AWARDS. The Committee may cancel any unexpired
Awards at any time the Participant is not in compliance with any agreement
between the Company and the Participant or any other legal obligation of the
Participant relating to non-competition, confidentiality or proprietary
interests and failure to comply with such agreements or obligations prior to, or
during the twelve (12) months after, any exercise of an Option or Stock
Appreciation Right shall result in the rescission of the exercise and the
difference between the Fair Market Value on the date of exercise of the subject
shares of Common Stock and the Purchase Price or Exercise Price, as the case may
be, shall be returned to the Company by the Participant in cash within ten (10)
days after notice of the rescission has been given to the Participant by the
Company. Such notice may be given at any time within two years of the date of
exercise.

      10.8. IPO. As a condition of participation under this Plan, each
Participant shall be obligated to cooperate with the Company and the
underwriters in connection with any IPO of the Company and any transactions
relating thereto and shall execute and deliver such agreements and documents,
including, without limitation, a lock-up agreement, as may be requested by the
Company or the underwriters. The Participants' obligations under this Section
10.9 shall apply to any shares of Common Stock issued under the Plan as well as
to any and all other securities of the Company or its successors and assigns for
which such Common Stock may be exchanged or into which such Common Stock may be
converted.

      10.9. NO RIGHT TO EMPLOYMENT. No employee or other person shall have any
claim of right to be granted an Award under the Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its Subsidiaries.

      10.10. AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Payments received by a
Participant pursuant to the provisions of the Plan shall not be included in the
determination of benefits under any pension, group insurance or other benefit
plan applicable to the Participant which is maintained by the Company, except as
may be provided under the terms of such plans or determined by the Committee.

      10.11. GOVERNING LAW. All determinations made and actions taken pursuant
to the Plan shall be governed by the internal laws of Florida and construed in
accordance therewith.

                                       19
<PAGE>

      10.12. NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Committee or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

      10.13. CAPTIONS. The captions, i.e., all Section headings, used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions had
been used in the Plan.

      10.14. SEVERABILITY. Whenever possible, each provision in the Plan and
every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Award at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan, such Award and every other Award at any time granted under the Plan
shall remain in full force and effect.

      10.15. AMENDMENT AND TERMINATION.

            (a)   AMENDMENT. The Board shall have complete power and authority
to amend the Plan at any time. No termination or amendment of the Plan may,
without the consent of the Participant to whom any Award shall theretofore have
been granted under the Plan, materially adversely affect the right of such
individual under such Award.

            (b)   TERMINATION. The Board shall have the right and the power to
terminate the Plan at any time. No Award shall be granted under the Plan after
the termination of the Plan, but the termination of the Plan shall not have any
other effect and any Award outstanding at the time of the termination of the
Plan may be exercised after termination of the Plan at any time prior to the
expiration date of such Award to the same extent such Award would have been
exercisable had the Plan not been terminated.

                            * * * * * * * * * * * *

                                       20