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                                                                   Exhibit 10.21


                              ROADHOUSE GRILL, INC.

                             2003 STOCK OPTION PLAN


         1. ESTABLISHMENT, EFFECTIVE DATE AND TERM

         Roadhouse Grill, Inc., a Florida corporation ("Company"), hereby
establishes the "Aviation Sales Company 2001 Stock Option Plan" (the "Plan").
The effective date of the Plan shall be January 28, 2003, (the "Effective
Date"), which is the date that the Plan was approved and adopted by the Board of
Directors of Company (the "Board"), provided that Company obtains approval by
its shareholders within 12 months of such date. Unless earlier terminated
pursuant to Section 17 hereof, the Plan shall terminate on the tenth anniversary
of the Effective Date.

         2. PURPOSE

         The purpose of the Plan is to advance the interests of Company by
providing Eligible Individuals (as defined in Section 3 below) with an
opportunity to acquire or increase a proprietary interest in Company which
thereby will create a stronger incentive to expend maximum effort for the growth
and success of Company, any parent of Company (a "Parent") and any subsidiary of
Company (a "Subsidiary") (Company, Parent and Subsidiary are collectively
referred to as the "Company") and will encourage such individuals to remain in
the employ of the Company.

         3. ELIGIBILITY

         Options (as defined in Section 6 below) may be granted under the Plan
to (i) any employee, officer, or director (employee and non-employee directors)
of the Company, and (ii) any independent contractor or consultant performing
services for the Company, as determined by the Board from time to time on the
basis of their importance to the business of Company (collectively, "Eligible
Individuals"), provided that Incentive Stock Options (as defined in Section 6
below) may only be granted to employees of Company and certain "subsidiary
corporations" or "parent corporations" as described in Section 6 below. An
individual may hold more than one Option, subject to such restrictions as are
provided herein.

         4. ADMINISTRATION

                  (a) BOARD. The Plan shall be administered by the Board, which
shall have the full power and authority to take all actions, and to make all
determinations required or provided for under the Plan, any Option granted or
any Option Agreement (as defined in Section 9 below) entered into under the Plan
and all such other actions and determinations not inconsistent with the specific
terms and provisions of the Plan deemed by the Board to be necessary or
appropriate to the administration of the Plan, any Option granted or any Option
Agreement entered into hereunder. The Board may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Option Agreement
in the manner and to the extent it shall deem expedient to carry the Plan into
effect and shall be the sole and final judge of such expediency. Whether an
entity is a Parent or Subsidiary of




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Company shall be determined by the Board in its sole and absolute discretion.
All such actions and determinations shall be by the affirmative vote of a
majority of the members of the Board present at a meeting at which any issue
relating to the Plan is properly raised for consideration or without a meeting
by written consent of the Board executed in accordance with Company's
Certificate of Incorporation and By-Laws and applicable law. The interpretation
and construction by the Board of any provision of the Plan, any Option granted
or any Option Agreement entered into hereunder shall be final and conclusive.

                  (b) COMMITTEES. The Board may, in its discretion, from time to
time appoint one or more committees (the "Committees"). Where appropriate, any
reference to the Board in this Plan or an Option Agreement shall also mean such
Committees as appointed by the Board. The Board shall appoint a committee
consisting of not less than three members of the Board, none of whom shall be an
officer or other salaried employee of the Company, and each of whom shall
qualify in all respects as a "non-employee director" and an "outside director"
as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and an "outside director" for purposes of
Section 162(m) of the Code (the "Outside Director Committee"). The Board, in its
sole discretion, may provide that the role of the Committees shall be limited to
making recommendations to the Board concerning any determinations to be made and
actions to be taken by the Board pursuant to or with respect to the Plan, or the
Board may delegate to the Committees such powers and authorities related to the
administration of the Plan, as set forth in Section 4(a) above, as the Board
shall determine, consistent with the Certificate of Incorporation and By-Laws of
Company and applicable law. The Board may remove members, add members, and fill
vacancies on the Committees from time to time, all in accordance with Company's
Certificate of Incorporation and By-Laws, and with applicable law. The majority
vote of the members of a Committee, or acts reduced to or approved in writing by
a majority of the members of a Committee, shall be the valid acts of the
Committee.

                  (c) NO LIABILITY. No member of the Board or of the Committees
shall be liable for any action or determination made in good faith with respect
to the Plan, any Option granted or any Option Agreement entered into hereunder.

                  (d) DELEGATION TO THE COMMITTEES. In the event that the Plan,
any Option granted or an Option Agreement entered into hereunder provides for
any action to be taken by or determination to be made by the Board, such action
may be taken by or such determination may be made by a Committee if the power
and authority to do so has been delegated to such Committee by the Board as
provided for in Section 4(b) above. Unless otherwise expressly determined by the
Board, any such action or determination by a Committee shall be final and
conclusive.

         5. COMMON STOCK

         The capital stock of COMPANY that may be issued pursuant to Options
granted under the Plan shall be shares of common stock, with $0.01 value per
share, of Company (the "Common Stock"), which shares may be treasury shares or
authorized but unissued shares. The total number of shares of Common Stock that
may be issued pursuant to Options granted under the Plan shall be One Million
Five Hundred Thousand (1,500,000), subject to adjustment as provided in Section
15 below. If any Option expires, terminates, or is terminated or canceled for
any reason prior to exercise in full,




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the shares of Common Stock that were subject to the unexercised portion of such
Option shall be available for future Options granted under the Plan.

         6. TYPE OF OPTIONS

         Each stock option granted under the Plan (an "Option") may be
designated by the Board, in its sole discretion, either as (i) an "incentive
stock option" ("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or
(ii) as a non-qualified stock option which is not intended to meet the
requirements of Section 422 of the Code; PROVIDED, HOWEVER, that Incentive Stock
Options may only be granted to employees of Company, any "subsidiary
corporation" as defined in Section 424 of the Code or any "parent corporation"
as defined in Section 424 of the Code. In the absence of any designation,
Options granted under the Plan will be deemed to be non-qualified stock options.
The Plan shall be administered and interpreted so that all Incentive Stock
Options granted under the Plan will qualify as incentive stock options under
Section 422 of the Code. Options designated as Incentive Stock Options that fail
to continue to meet the requirements of Section 422 of the Code shall be
redesignated as non-qualified stock options automatically on the date of such
failure to continue to meet such requirements without further action by the
Board.

         7. GRANT OF OPTIONS

         Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time, prior to the date of termination of the Plan, grant
to such Eligible Individuals as the Board may determine ("Optionees"), Options
to purchase such number of shares of Common Stock on such terms and conditions
as the Board may determine. The date on which the Board approves the grant of an
Option (or such later date as is specified by the Board) shall be considered the
date on which such Option is granted. Any Option granted to a "covered employee"
as defined in Section 162(m)(3) of the Code ("Covered Employee") shall be made
by the Outside Director Committee. The maximum number of shares of Common Stock
subject to Options that may be granted during any calendar year under the Plan
to any Covered Employee shall be 150,000 shares.

         8. LIMITATION ON INCENTIVE STOCK OPTIONS

                  (a) TEN PERCENT STOCKHOLDER. Notwithstanding any other
provision of this Plan to the contrary, no individual may receive an Incentive
Stock Option under the Plan if such individual, at the time the Option is
granted, owns (after application of the rules contained in Section 424(d) of the
Code) stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of Company, unless (i) the purchase price for each
share of Common Stock subject to such Incentive Stock Option is at least 110
percent (110%) of the fair market value of a share of Common Stock on the date
of grant (as determined in good faith by the Board) and (ii) such Incentive
Stock Option is not exercisable after the date which is five (5) years from the
date of grant.

                  (b) LIMITATION ON GRANTS. The aggregate fair market value
(determined with respect to each Incentive Stock Option at the time such
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by an
individual during any calendar year (under this Plan or any other plan of
Company) shall




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not exceed $100,000. If an Incentive Stock Option is granted pursuant to which
the aggregate fair market value of shares with respect to which it first becomes
exercisable in any calendar year by an individual exceeds such $100,000
limitation, the portion of such Option which is in excess of the $100,000
limitation, and any Options issued subsequently in the same calendar year which
are exercisable in the same calendar year, shall be treated as a non-qualified
stock option pursuant to Section 422(d)(1) of the Code. In the event that an
individual is eligible to participate in any other stock option plan of Company
which is also intended to comply with the provisions of Section 422 of the Code,
such $100,000 limitation shall apply to the aggregate number of shares for which
Incentive Stock Options may be granted under this Plan and all such other plans.

         9. OPTION AGREEMENTS

         All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by Company and by the Optionee,
in such form or forms as the Board shall from time to time determine. Option
Agreements covering Options granted from time to time or at the same time need
not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan.

         10. OPTION PRICE

         The purchase price of each share of Common Stock subject to an Option
(the "Option Price") shall be fixed by the Board and stated in each Option
Agreement, subject to the provisions of Section 8(a) above; provided, however,
that in the case of an Incentive Stock Option granted hereunder, the Option
Price shall not be less than one hundred percent (100%) of the fair market value
of a share of Common Stock on the date the Option is granted. Such fair market
value shall be determined by the Committee and if the shares of Common Stock are
listed on a national securities exchange or traded on the over-the-counter
market, the fair market value shall be the closing price on such exchange, or
the mean of the closing bid and asked prices of the shares of Common Stock on
the over-the-counter market, as reported by Nasdaq, the National Association of
Securities Dealers OTC Bulletin Board or the National Quotation Bureau, Inc., as
the case may be, on the day on which the Option is granted or, if there is no
closing price or bid or asked price on that day, the closing price or mean of
the closing bid and asked prices on the most recent day preceding the day on
which the Option is granted for which such prices are available.

         11. TERM AND VESTING OF OPTIONS

                  (a) OPTION PERIOD. Subject to the provisions of Section 8(a)
and Section 14 hereof, each Option granted under the Plan shall terminate and
all rights to purchase shares thereunder shall cease upon the expiration of ten
(10) years from the date such Option is granted, or on such date prior thereto
as may be fixed by the Board and stated in the Option Agreement relating to such
Option. Notwithstanding the foregoing, the Board may in its discretion, at any
time prior to the expiration or termination of any Option, extend the term of
any such Option for such additional period as the Board in its discretion may
determine; provided, however, that in no event shall the aggregate option period
with respect to any Option, including the initial term of such Option and any
extensions thereof, exceed ten (10) years.



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                  (b) VESTING. Unless otherwise provided in an Option Agreement
and subject to the provisions of Section 14 hereof, each Option shall become
vested and exercisable with respect to one third of the total number of shares
of Common Stock subject to the Option on the first anniversary date of its grant
and with respect to each additional one-third at the end of each one-year period
thereafter. Notwithstanding the foregoing, the Board may in its discretion
provide that any vesting or performance requirement or other such limitation on
the exercise of an Option may be rescinded, modified or waived by the Board, in
its sole discretion, at any time and from time to time after the date of grant
of such Option, so as to accelerate the time at which the Option may be
exercised.

         12. MANNER OF EXERCISE AND PAYMENT

                  (a) EXERCISE. An Option that is exercisable hereunder may be
exercised by delivery to Company on any business day, at its principal office,
addressed to the attention of the Secretary, of written notice of exercise,
which notice shall specify the number of shares with respect to which the Option
is being exercised, and shall be accompanied by payment in full of the Option
Price of the shares for which the Option is being exercised, by one or more of
the methods provided below. The minimum number of shares of Common Stock with
respect to which an Option may be exercised, in whole or in part, at any time
shall be the lesser of one hundred (100) shares or the maximum number of shares
available for purchase under the Option at the time of exercise.

                  (b) PAYMENT. Payment of the Option Price for the shares of
Common Stock purchased pursuant to the exercise of an Option shall be made (i)
in cash or in cash equivalents; (ii) to the extent permitted by applicable law
and agreed to by the Board in its sole and absolute discretion, through the
tender to Company of shares of Common Stock, which shares shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their fair market value (determined in the manner described in
Section 10 above) on the date of exercise; (iii) to the extent permitted by
applicable law and agreed to by the Board in its sole and absolute discretion,
by delivering a written direction to Company that the Option be exercised
pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay
for exercise of the Option are delivered to Company by a broker upon receipt of
stock certificates from Company) or a "cashless" exercise/loan procedure
(pursuant to which the Optionees would obtain a margin loan from a broker to
fund the exercise) through a licensed broker acceptable to Company whereby the
stock certificate or certificates for the shares of Common Stock for which the
Option is exercised will be delivered to such broker as the agent for the
individual exercising the Option and the broker will deliver to Company cash (or
cash equivalents acceptable to Company) equal to the Option Price for the shares
of Common Stock purchased pursuant to the exercise of the Option plus the amount
(if any) of federal and other taxes that Company may, in its judgment, be
required to withhold with respect to the exercise of the Option; (iv) to the
extent permitted by applicable law and agreed to by the Board in its sole and
absolute discretion, by the delivery of a promissory note of the Optionee to
Company on such terms as the Board shall specify in its sole and absolute
discretion; or (v) by a combination of the methods described in clauses (i),
(ii), (iii) and (iv). Payment in full of the Option Price need not accompany the
written notice of exercise if the Option is exercised pursuant to the "cashless"
exercise/sale procedure described above. An attempt to exercise any Option
granted hereunder other than as set forth above shall be invalid and of no force
and effect.



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                  (c) ISSUANCE OF CERTIFICATES. Promptly after the exercise of
an Option, the individual exercising the Option shall be entitled to the
issuance of a certificate or certificates evidencing his ownership of such
shares of Common Stock. An individual holding or exercising an Option shall have
none of the rights of a stockholder until the shares of Common Stock covered
thereby are fully paid and issued to him and, except as provided in Section 15
below, no adjustment shall be made for dividends or other rights for which the
record date is prior to the date of such issuance.

                  (d) USE OF PROCEEDS. The proceeds received by Company from the
sale of Common Stock pursuant to Options granted under the Plan shall constitute
general funds of Company.

         13. TRANSFERABILITY OF OPTIONS

         No Option shall be assignable or transferable by the Optionee to whom
it is granted, other than by will or the laws of descent and distribution.

         14. TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY

                  (a) GENERAL. Unless otherwise provided in an Option Agreement,
upon the termination of the employment or other service of an Optionee with the
Company, other than by reason of Cause (as defined in Section 14(b) below), or
death of such Optionee, the Optionee shall have the right, at anytime within a
period not to exceed three (3) months after the date of such termination and
prior to the termination of the Option pursuant to Section 11(a) above, to
exercise, in whole or in part, any portion of the vested option held by such
Optionee at the date of the termination. Upon such termination any unvested
Option shall expire and the Optionee shall have no further right to purchase
shares of Common Stock pursuant to such unvested Option, except as otherwise
provided by the Board. Notwithstanding the provisions of this Section 14, the
Board may provide, in its discretion, that following the termination of
employment or service of an Optionee with Company, for any reason, an Optionee
may exercise an Option, in whole or in part, at any time subsequent to such
termination of employment or service and prior to termination of the Option
pursuant to Section 11(a) above, either subject to or without regard to any
vesting or other limitation on exercise imposed pursuant to Section 11(b) above.
Unless otherwise determined by the Board, temporary absence from employment or
service because of illness, vacation, approved leaves of absence, military
service and transfer of employment shall not constitute a termination of
employment or service with the Company.

                  (b) CAUSE. Upon a termination of the employment or other
service of an Optionee with the Company for Cause (as defined below) any Option
granted to such Optionee shall expire and the Optionee shall have no further
right to purchase shares of Common Stock pursuant to such Option. For purposes
of this Plan, "Cause" means (i) failure or refusal of the Optionee to perform
the duties and responsibilities that the Company requires to be performed by
him, (ii) gross negligence or willful misconduct by the Optionee in the
performance of his duties, (iii) commission by the Optionee of an act of
dishonesty affecting the Company, or the commission of an act constituting
common law fraud or a felony, or (iv) the Optionee's commission of an act (other
than the good faith exercise of his business judgment in the exercise of his
responsibilities) resulting in




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material damages to the Company. Notwithstanding the above, if an Optionee and
the Company have entered into an employment agreement or other agreement with
the Company which defines the term "Cause" for purposes of such agreement,
"Cause" for purposes of this Plan shall be defined pursuant to the definition in
such agreement rather than the definition set forth above. The Board shall
determine whether Cause exists for purposes of this Plan and such determination
shall be final, conclusive and binding on the Optionees.

                  (c) DEATH. If an Optionee terminates employment or service
with the Company by reason of death, or if an Optionee dies within three (3)
months after the termination of such Optionee's employment with the Company, the
Optionee's estate or the devisee named in the Optionee's valid last will and
testament or the Optionee's heir at law who inherits the Option (whichever is
applicable) has the right, at any time within a period not to exceed six (6)
months after the date of such Optionee's death and prior to termination of the
Option pursuant to Section 11(a) above, to exercise, in whole or in part, any
portion of the vested Option held by such Optionee at the date of such
Optionee's death. Upon such termination the Optionee's unvested Options shall
expire and the Optionee, the Optionee's estate, devisee or heir at law shall
have no further right to purchase shares of Common Stock pursuant to such
unvested Option except as otherwise provided by the Board. Notwithstanding
anything contained herein to the contrary, in the event an Optionee dies during
such time as the Optionee is employed by, or providing service to, the Company,
then fifty percent (50%) of any outstanding Options which have not vested and
are not exercisable by the Optionee as of the date of death shall be
automatically deemed vested and exercisable by the Optionee's estate, devisee or
heir at law (whichever is applicable).

         15. RECAPITALIZATION, REORGANIZATIONS, CHANGE IN CONTROL AND OTHER
             CORPORATE EVENTS

                  (a) RECAPITALIZATION. If the outstanding shares of Common
Stock are increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of Company by reason of any
recapitalization, reclassification, reorganization (other than as described in
Section 15(b) below), stock split, reverse split, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock of Company or other increase or decrease in such shares effected without
receipt of consideration by Company occurring after the Effective Date, an
appropriate and proportionate adjustment shall be made by the Board (i) in the
aggregate number and kind of shares of Common Stock available under the Plan,
(ii) in the number and kind of shares of Common Stock issuable upon exercise of
outstanding Options granted under the Plan, and (iii) in the Option Price per
share of outstanding Options granted under the Plan.

                  (b) REORGANIZATION OR CHANGE IN CONTROL. In the event of a
Reorganization (as defined below) of Company or a Change in Control (as defined
below) of Company, the Board may in its sole and absolute discretion, provide on
a case by case basis that (i) some or all outstanding Options may become
immediately exercisable or vested, without regard to any limitation imposed
pursuant to this Plan and/or (ii) that Options shall terminate, provided
however, that Optionee shall have the right, immediately prior to the occurrence
of such Reorganization or Change in Control and during such reasonable period as
the Board in its sole discretion shall determine and designate, to exercise any
vested Option in whole or in part. In the event that the Board does not
terminate an Option upon a Reorganization of Company then each outstanding
Option shall upon exercise



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thereafter entitle the holder thereof to such number of shares of Common Stock
or other securities or property to which a holder of shares of Common Stock
would have been entitled to upon such Reorganization. For purposes of this Plan
a "Reorganization" of an entity shall be deemed to occur if such entity is a
party to a merger, consolidation, reorganization, or other business combination
with one or more entities in which said entity is not the surviving entity, if
such entity disposes of substantially all of its assets, or if such entity is a
party to a spin-off, split-off, split-up or similar transaction; provided,
however, that the transaction shall not be a Reorganization if Company, any
Parent or any Subsidiary is the surviving entity. For purposes of the Plan, a
"Change in Control" shall be deemed to occur if:, (i) any "person" within the
meaning of Section 14(d) of the 1934 Act, other than any majority-owned
subsidiary of the entity, any compensation plan of the entity or Lacy J. Harber
and his affiliates, becomes the "beneficial owner" as defined in Rule 13d-3
thereunder, directly or indirectly, of more than 20% of an entity's common
stock, (ii) any "person," other than any majority-owned subsidiary of the
entity, any compensation plan of the entity or Berjaya Group (Cayman) Limited
and its affiliates, acquires by proxy or otherwise the right to vote more than
20% of an entity's common stock for the election of directors of an entity
(holders of the entity's common stock on the effective date of the Company's
registration), other than solicitation of proxies by the Incumbent Board (as
hereinafter defined), for any merger or consolidation of the entity or for any
other matter or question, (iii) during any two-year period, individuals who
constitute the board of directors of the entity (the "Incumbent Board") as of
the beginning of the period cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director during such
period whose election or nomination for election by the entity's stockholders
was approved by a vote of at least three quarters of the Incumbent Board (either
by specific vote or by approval of the proxy statement of the entity in which
such person is named as a nominee for director without objection to such
nomination) shall be, for purposes of this clause (iii), considered as though
such person were a member of the Incumbent Board, and (iv) the entity's
stockholders have approved the sale of all or substantially all of the assets of
the Company. Notwithstanding the foregoing, a Change in Control shall not occur
if the event causing the Change in Control is a repurchase by the entity of its
own shares (although subsequent acquisitions of shares of the entity's common
stock by any "person" owning more than the percentage interest set forth above
shall constitute a Change in Control).

                  (c) CHANGE IN STATUS OF PARENT OR SUBSIDIARY. Unless otherwise
provided in an Option Agreement, in the event of a Change in Control or
Reorganization of a Parent or Subsidiary, or in the event that a Parent or
Subsidiary ceases to be a Parent or Subsidiary, the Board may, in its sole and
absolute discretion, (i) provide on a case by case basis that some or all
outstanding Options held by an Optionee employed by or performing service for
such Parent or Subsidiary may become immediately exercisable or vested, without
regard to any limitation imposed pursuant to this Plan and/or (ii) treat the
employment or other services of an Optionee employed by such Parent or
Subsidiary as terminated if such Optionee or Recipient is not employed by
Company or any Parent or Subsidiary immediately after such event.

                  (d) DISSOLUTION OR LIQUIDATION. Upon the dissolution or
liquidation of Company, the Plan shall terminate, and all Options outstanding
hereunder shall terminate. In the event of any termination of the Plan under
this Section 15(d), each individual holding an Option shall have the right,
immediately prior to the occurrence of such termination and during such
reasonable period as the Board in its sole discretion shall determine and
designate, to exercise such Option in whole or in



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part, whether or not such Option was otherwise exercisable at the time such
termination occurs and without regard to any vesting or other limitation on
exercise imposed pursuant to Section 11(b) above.

                  (e) ADJUSTMENTS. Adjustments under this Section 15 related to
stock or securities of Company shall be made by the Board, whose determination
in that respect shall be final, binding, and conclusive. No fractional shares of
Common Stock or units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or unit.

                  (f) NO LIMITATIONS. The grant of an Option pursuant to the
Plan shall not affect or limit in any way the right or power of Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.

         16. RELOAD OPTIONS

         Whenever an Optionee holding any Option outstanding under this Plan
(including Reload Options, as hereinafter defined, previously granted under this
Plan), exercises the Option and makes payment of the Option Price, in whole or
in part, by tendering shares of Common Stock previously held by the Optionee,
then the Company shall grant to the Optionee a reload option ("Reload Option"),
for the number of shares of Common Stock that is equal to the number of shares
of Common Stock tendered by the Optionee in payment of the Option Price of the
Option being exercised. The Reload Option Price per share shall be an amount
equal to the fair market value per share of Company's Common Stock, as
determined as of the date of receipt by Company of the notice by the Optionee to
exercise the option, and as determined in accordance with Section 10 above.
Subject to Paragraph 14 hereof, the term of the Reload Option shall expire and
the Reload Option shall no longer be exercisable, on the later to occur of (i)
the expiration date of the originally exercised Option or (ii) ten years from
the date of grant of the Reload Option. Any Reload Option granted under this
Section 16 shall vest immediately upon grant. All other terms of the Reload
Options granted hereunder shall be identical to the terms and conditions of the
original Option, the exercise of which gives rise to the grant of the Reload
Option. Notwithstanding anything contained herein to the contrary, no Reload
Options should be granted hereunder if an Optionee is no longer employed by or
providing services to the Company as of the date of the exercise of the Options
giving rise to the grant of Reload Options hereunder. In addition, and
notwithstanding anything contained herein to the contrary, in the event there is
not a sufficient number of shares of Common Stock authorized for issuance upon
exercise of Reload Options under the Plan, the Company shall use its best
efforts to cause such number of authorized shares of Common Stock underlying the
Plan to be increased, provided, however, that if the Company is unable to so
cause such increase in the authorized number of shares of Common Stock
underlying the Plan to be effectuated, the ability of the Optionee to exercise
such Reload Options may be delayed indefinitely until such time as the requisite
number of shares of Common Stock is so authorized. Notwithstanding any other
provision of this Plan to the contrary, the Board shall have no obligation to
permit an Optionee to make payment of the Option Price, in whole or in part, by
tendering shares of Common Stock previously held by the Optionee.



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<PAGE>

         17. REQUIREMENTS OF LAW

                  (a) VIOLATIONS OF LAW. The Company shall not be required to
sell or issue any shares of Common Stock under any Option if the sale or
issuance of such shares would constitute a violation by the individual
exercising the Option or the Company of any provisions of any law or regulation
of any governmental authority, including without limitation any federal or state
securities laws or regulations. Any determination in this connection by the
Board shall be final, binding, and conclusive. The Company shall not be
obligated to take any affirmative action in order to cause the exercise of an
Option to comply with any law or regulation of any governmental authority.

                  (b) REGISTRATION. At the time of any exercise of any Option,
the Company may, if it shall determine it necessary or desirable for any reason,
require the Optionee (or Optionee's heirs, legatees or legal representative, as
the case may be), as a condition to the grant thereof, to deliver to the Company
a written representation of present intention to hold the shares for their own
account as an investment and not with a view to, or for sale in connection with,
the distribution of such shares, except in compliance with applicable federal
and state securities laws with respect thereto. In the event such representation
is required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionee (or Optionee's heirs, legatees or legal
representative, as the case may be) upon his or her exercise of part or all of
the Option and a stop transfer order may be placed with the transfer agent. Each
Option shall also be subject to the requirement that, if at any time the Company
determines, in its discretion, that the listing, registration or qualification
of the shares subject to the Option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of or in connection with, the
issuance or purchase of the shares thereunder, the Option may not be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to Company in its sole discretion. The Company shall not be obligated
to take any affirmative action in order to cause the exercisability or vesting
of an Option, or to cause the exercise of an Option or the issuance of shares
pursuant thereto, to comply with any law or regulation of any governmental
authority.

                  (c) WITHHOLDING. The Board may make such provisions and take
such steps as it may deem necessary or appropriate for the withholding of any
taxes that the Company is required by any law or regulation of any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with the exercise of any Option, including, but not limited to: (i)
the withholding of delivery of shares of Common Stock until the holder
reimburses the Company for the amount the Company is required to withhold with
respect to such taxes, (ii) the canceling of any number of shares of Common
Stock issuable in an amount sufficient to reimburse the Company for the amount
it is required to so withhold, (iii) withholding the amount due from any such
person's wages or compensation due to such person, or (iv) requiring the
Optionee to pay the Company cash in the amount the Company is required to
withhold with respect to such taxes.

                  (d) GOVERNING LAW. This Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida.




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<PAGE>

         18. AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Common Stock as to which Options have not
been granted; provided, however, that the approval by a majority of the votes
present and entitled to vote at a duly held meeting of the stockholders of
Company at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the amendment, or
by written consent in accordance with applicable state law and the Certificate
of Incorporation and By-Laws of Company shall be required for any amendment (i)
that changes the requirements as to Eligible Individuals to receive Options
under the Plan, (ii) that increases the maximum number of shares of Common Stock
in the aggregate that may be subject to Options that are granted under the Plan
(except as permitted under Section 15 hereof), or (iii) if approval of such
amendment is necessary to comply with federal or state law (including without
limitation Section 162(m) of the Code and Rule 16b-3 under the Exchange Act) or
with the rules of any stock exchange or automated quotation system on which the
Common Stock may be listed or traded. Except as permitted under Section 15
hereof, no amendment, suspension or termination of the Plan shall, without the
consent of the holder of an Option, alter or impair rights or obligations under
any Option theretofore granted under the Plan.

         19. DISCLAIMER OF RIGHTS

         No provision in the Plan, any Option granted or any Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of or service with the Company or
to interfere in any way with the right and authority of the Company either to
increase or decrease the compensation of any individual, including any Option
holder, at any time, or to terminate any employment or other relationship
between any individual and the Company. A holder of an Option shall not be
deemed for any purpose to be a stockholder of Company with respect to such
Option except to the extent that such Option shall have been exercised with
respect thereto and, in addition, a stock certificate shall have been issued
theretofore and delivered to the holder. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as expressly provided in
Section 15 hereof.

         20. NONEXCLUSIVITY OF THE PLAN

         The adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights other than under the Plan.

         21. SEVERABILITY

         If any provision of the Plan or any Option Agreement shall be
determined to be illegal or



                                       11
<PAGE>

unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their
terms, and all provisions shall remain enforceable in any other jurisdiction.

         22. NOTICES

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to Company, to its principal place of business, attention:
Secretary, and if to the holder of an Option, to the address as appearing on the
records of the Company.




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