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                                                                     Exhibit 3.2


                            NETFRAN DEVELOPMENT CORP.

                            2003 STOCK INCENTIVE PLAN


                                    SECTION I.

                                     PURPOSE

The purpose of this Netfran Development Corp. 2003 Stock Incentive Plan is to
enhance the Company's profitability and value for the benefit of its
shareholders by enabling the Company to offer Eligible Employees, Consultants
and Non--Employee Directors of the Company and its Affiliates stock--based
incentives in the Company, thereby creating a means to raise the level of stock
ownership by such individuals in order to attract, retain and reward such
individuals and strengthen the mutuality of interests between such individuals
and the Company's shareholders.

                                   SECTION II.

                                   DEFINITIONS

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

2.1 Acquisition Events has the meaning set forth in Section 4.2(d).

2.2 Affiliate means each of the following: (a) any Subsidiary; (b) any Parent;
(c) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is directly or indirectly
controlled 50% or more (whether by ownership of stock, assets or an equivalent
ownership interest or voting interest) by the Company or one of its Affiliates;
and (d) any other entity in which the Company or any of its Affiliates has a
material equity interest and which is designated as an Affiliate by resolution
of the Committee.

2.3 Award means any award under this Plan of a Stock Option or Restricted Stock.

2.4 Board means the Company's Board of Directors.

2.5 Cause means, with respect to a Participant's Termination of Employment or
Termination of Consultancy: (a) in the case where there is no employment
agreement, consulting agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at
the time of the grant of the Award (or where there is such an agreement but it
does not define cause (or words of like import)), termination due to a
Participant's insubordination, dishonesty, fraud, incompetence, moral turpitude,
misconduct, violation of any proprietary rights agreement, engaging in
Detrimental Activity, refusal to perform his or her duties or responsibilities
for any reason other than illness or incapacity or materially unsatisfactory
performance of his or her duties for the Company or an Affiliate, as determined
by the Committee in its sole discretion; or (b) in the case where there is an
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award that defines cause (or words
of like import), cause as defined under such agreement; provided, however, that
with regard to any agreement that conditions cause on occurrence of a Change in
Control, such definition of cause shall not apply until a Change in Control
actually takes place and then only with regard to a termination thereafter.



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With respect to a Participant's Termination of Directorship, cause shall mean an
act or failure to act that constitutes cause for removal of a director under
applicable Florida law.

2.6 Change in Control has the meaning set forth in Article IX.

2.7 Change in Control Price has the meaning set forth in Section 9.1(b).

2.8 Code means the Internal Revenue Code of 1986, as amended. Any reference to
any section of the Code shall also be a reference to any successor provision and
any Treasury Regulations promulgated thereunder.

2.9 Committee means (a) with respect to the application of this Plan to Eligible
Employees and Consultants, a committee of the Board appointed from time to time
by the Board, which committee shall be intended to consist of two or more
Non--Employee Directors, each of whom shall be (i) to the extent required by
Rule 16b--3, a non--employee director as defined in Rule 16b--3 and (ii) to the
extent required by Section 162(m) of the Code, an outside director as defined
under Section 162(m) of the Code and (b) with respect to the application of this
Plan to Non--Employee Directors, the Board. Notwithstanding the foregoing, if
and to the extent that no Committee exists which has the authority to administer
the Plan, the functions of the Committee shall be exercised by the Board and all
references herein to the Committee shall be deemed to be references to the
Board. If for any reason the appointed Committee does not meet the requirements
of Rule 16b--3 or Section 162(m) of the Code, such noncompliance with the
requirements of Rule 16b--3 or Section 162(m) of the Code shall not affect the
validity of the Awards, grants, interpretations or other actions of the
Committee.

2.10 Common Stock means the Company's common stock, $.001 par value per share,
of the Company.

2.11 Company means Netfran Development Corp., a Florida corporation, and its
successors by operation of law.

2.12 Consultant means any Person who is an advisor or consultant to the Company
or its Affiliates.

2.13 Detrimental Activity means (a) the disclosure to anyone outside the Company
or its Affiliates, or the use in any manner other than in the furtherance of the
Company's or its Affiliate's business, without written authorization from the
Company, of any confidential information or proprietary information, relating to
the business of the Company or its Affiliates, acquired by a Participant prior
to the Participant's Termination; (b) activity while employed or performing
services that results, or if known could result, in the Participant's
Termination that is classified by the Company as a Termination for Cause; (c)
any attempt, directly or indirectly, to solicit, induce or hire (or the
identification for solicitation, inducement or hire) any non--clerical employee
of the Company or its Affiliates to be employed by, or to perform services for,
the Participant or any Person with which the Participant is associated
(including, but not limited to, due to the Participant's employment by,
consultancy for, equity interest in, or creditor relationship with such Person)
or any Person or entity from which the Participant receives direct or indirect
compensation or fees as a result of such solicitation, inducement or hire (or
the identification for solicitation, inducement or hire) without, in all cases,
written authorization from the Company; (d) any attempt, directly or indirectly,
to solicit in a competitive manner any current or prospective customer of the
Company or its Affiliates without, in all cases, written authorization from the
Company; (e) the Participant's Disparagement, or inducement of others to do so,
of the Company or its Affiliates or their past and present officers, directors,
employees or products; (f) without written authorization from the Company, the
rendering of services for any organization, or engaging, directly or



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indirectly, in any business, which is competitive with the Company or its
Affiliates, or which organization or business, or the rendering of services to
such organization or business, is otherwise prejudicial to or in conflict with
the interests of the Company or its Affiliates, or (g) any other conduct or act
determined by the Committee, in its sole discretion, to be injurious,
detrimental or prejudicial to any interest of the Company or its Affiliates.
Unless otherwise determined by the Committee at grant, Detrimental Activity
shall not be deemed to occur after the end of the one--year period following the
Participant's Termination. For purposes of subparagraphs (a), (c), (c) and (f)
above, the Chief Executive Officer and the General Counsel of the Company shall
each have authority to provide the Participant with written authorization to
engage in the activities contemplated thereby and no other person shall have
authority to provide the Participant with such authorization.

2.14 Disability means with respect to a Participant's Termination, (a) in the
case where there is no employment agreement, consulting agreement, change in
control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of the grant of the Award (or where
there is such an agreement but it does not define disability (or words of like
import), total and permanent disability, as defined in Section 22(e) (3) of the
Code, as determined by the Committee in its sole discretion; or (b) in the case
where there is an employment agreement, consulting agreement, change in control
agreement or other similar agreement between the Company or an Affiliate and the
Participant at the time of the grant of the Award that defines disability (or
words of like import), disability as defined under such agreement at the time of
the grant of the Award, as determined by the Committee in its sole discretion. A
Disability shall only be deemed to occur at the time of the determination by the
Committee of the Disability.

2.15 Disparagement means making comments, whether orally or in writing, or
statements to the press, employees, consultants, vendors or customers of the
Company or those of its Affiliates or to any other Person which is negative in
nature or which could adversely affect: (a) the conduct of the business of the
Company or its Affiliates (including, without limitation, any products, services
or business plans or prospects) , or (b) the reputation or quality of the
products or services of the Company or its Affiliates, or those of any of their
employees, consultants, shareholders, directors or officers, past or present, or
the manner in which any of them conducts their respective businesses.

2.16 Effective Date means the effective date of this Plan as defined in Section
XIV.

2.17 Eligible Employee means each employee of the Company or an Affiliate.

2.18 Exchange Act means the Securities Exchange Act of 1934, as amended. Any
references to any section of the Exchange Act shall also be a reference to any
successor provision.

2.19 Fair Market Value means, for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any Treasury Regulations
promulgated thereunder, as of any date, the last closing price reported for the
Common Stock on the applicable date: 1. as reported by the principal national
securities exchange in the United States on which it is then traded or The
Nasdaq Stock Market, Inc. or 2. if not traded on any such national securities
exchange or The Nasdaq Stock Market, Inc. as quoted on an automated quotation
system sponsored by the National Association of Securities Dealers, Inc. or if
the Common Stock shall not have been reported or quoted on such date, on the
first day prior thereto on which the Common Stock was reported or quoted;
provided, that the Committee may modify the definition of Fair Market Value to
reflect any changes in the trading practices of any exchange on which the Common
Stock is listed or traded. If the Common Stock is not readily tradable on a
national securities exchange, The Nasdaq Stock Market, Inc. or any automated
quotation system sponsored by the National Association of Securities Dealers,
Inc., its Fair Market Value shall be set in good faith by the Committee.
Notwithstanding anything herein to the contrary, for purposes of granting
Incentive Stock



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Options, Fair Market Value means the price for Common Stock set by the Committee
in good faith based on reasonable methods set forth under Section 422 of the
Code and the Treasury Regulations promulgated thereunder including, without
limitation, a method utilizing the average of prices of the Common Stock
reported on the principal national securities exchange on which it is then
traded during a reasonable period designated by the Committee. For purposes of
the grant of any Stock Option, the applicable date shall be the date for which
the last sales price is available at the time of grant.

2.20 Family Member means, solely to the extent provided for in Securities Act
Form S--8, any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother--in--law, father--in--law,
son--in--law, daughter--in--law, brother--in--law, or sister--in--law, including
adoptive relationships, any person sharing the employeeTs household (other than
a tenant or employee) , a trust in which these persons have more than 50% of the
beneficial interest, a foundation in which these persons (or the employee)
control the management of assets, and any other entity in which these persons
(or the employee) own more than 50% of the voting interests or as otherwise
defined in Securities Act Form S--8.

2.21 Incentive Stock Option means any Stock Option awarded to an Eligible
Employee under this Plan intended to be and designated as an Incentive Stock
Option within the meaning of Section 422 of the Code.

2.22 Non--Employee Director means a member of the Board of the Company who is
not an active employee of the Company or an Affiliate.

2.23 Non--Qualified Stock Option means any Stock Option awarded under this Plan
that is not an Incentive Stock Option.

2.24 Parent means any parent corporation of the Company within the meaning of
Section 424(e) of the Code.

2.25 Participant means any Eligible Employee, Consultant or Non--Employee
Director to whom an Award has been granted under this Plan; provided, however,
that a Non--Employee Director shall be a Participant for purposes of the Plan
solely with respect to awards of Stock Options pursuant to Section XI.

2.26 Performance Criteria has the meaning set forth in Appendix A.

2.27 Performance Goal means the objective performance goals established by the
Committee in accordance with Section 162 (m) of the Code and based on one or
more Performance Criteria.

2.28 Person means any individual, corporation, partnership, limited liability
company, firm, joint venture, association, joint--stock company, trust,
incorporated organization, governmental or regulatory or other entity.

2.29 Plan means this 2002 Netfran Development Corp.Stock Incentive Plan, as
amended from time to time.

2.30 Restricted Stock means an Award of shares of Common Stock under this Plan
that is subject to the restrictions under Section VII.

2.31 Restriction Period has the meaning set forth in Section 7.3 with respect to
Restricted Stock.



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2.32 Retirement means a Termination of Employment or Termination of Consultancy
without Cause by a Participant on or after age 65 or such earlier date after age
50 as may be approved by the Committee with regard to such Participant. With
respect to a Participant's Termination of Directorship, Retirement means the
failure to stand for reelection or the failure to be reelected at or after a
Participant has attained age 65 or, with the consent of the Board, before age 65
but after age 50.

2.33 Rule 16b--3 means Rule 16b--3 under Section 16(b) of the Exchange Act as
then in effect or any successor provisions.

2.34 Section 162(m) of the Code means the exception for performance--based
compensation under Section 162 (m) of the Code and any Treasury Regulations
promulgated thereunder.

2.35 Securities Act means the Securities Act of 1933, as amended, and all rules
and regulations promulgated thereunder. Any reference to any section of the
Securities Act shall also be a reference to any successor provision.

2.36 Stock Option or Option means any option to purchase shares of Common Stock
granted to Eligible Employees or Consultants under Section VI or to
Non--Employee Directors under Section XI.

2.37 Subsidiary means any subsidiary corporation of the Company within the
meaning of Section 424(f) of the Code.

2.38 Ten Percent Shareholder means a person owning stock possessing more than
10% of the total combined voting power of all classes of stock of the Company,
its Subsidiaries or its Parent.

2.39 Termination means a Termination of Consultancy, Termination of Directorship
or Termination of Employment, as the case may be.

2.40 Termination of Consultancy means (a) that the Consultant is no longer
acting as a consultant to the Company or an Affiliate; or (b) when an entity
which is retaining a Participant as a Consultant ceases to be an Affiliate
unless the Participant otherwise is, or thereupon becomes, a Consultant to the
Company or another Affiliate at the time the entity ceases to be an Affiliate.
In the event that a Consultant becomes an Eligible Employee or a Non--Employee
Director upon the termination of his consultancy, unless otherwise determined by
the Committee, in its sole discretion, may determine that no Termination of
Consultancy shall be deemed to occur until such time as such Consultant is no
longer a Consultant, an Eligible Employee or a Non--Employee Director.

Notwithstanding the foregoing, the Committee may otherwise define Termination of
Consultancy in the Award agreement or, if no rights of a Participant are
reduced, may otherwise define Termination of Consultancy thereafter.

2.41 Termination of Directorship means that the Non--Employee Director has
ceased to be a director of the Company; except that if a Non--Employee Director
becomes an Eligible Employee or a Consultant upon the termination of his
directorship, the date he ceased to be a director of the Company and becomes an
Eligible Employee or Consultant shall not be treated as a Termination of
Directorship unless and until the Participant has a Termination of Employment or
Termination of Consultancy, as the case may be.

2.42 Termination of Employment means: (a) a termination of employment (for
reasons other than a military or personal leave of absence granted by the
Company) of a Participant from the Company and its Affiliates; or (b) when an
entity which is employing a Participant ceases to be an Affiliate, unless the
Participant otherwise is, or thereupon becomes, employed by the Company or
another Affiliate at the time



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the entity ceases to be an Affiliate. In the event that an Eligible Employee
becomes a Consultant or Non--Employee Director upon the termination of his
employment, the Committee, in its sole discretion, may determine that no
Termination of Employment shall be deemed to occur until such time as such
Eligible Employee is no longer an Eligible Employee, a Consultant or a
Non--Employee Director. Notwithstanding the foregoing, the Committee may
otherwise define Termination of Employment in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Employment thereafter.

2.43 Transfer means (a) when used as a noun, any direct or indirect transfer,
sale, assignment, pledge, hypothecation, encumbrance or other disposition
(including the issuance of equity in a Person) , whether for value or no value
and whether voluntary or involuntary (including by operation of law), and (b)
when used as a verb, to directly or indirectly transfer, sell, assign, pledge,
hypothecate, encumber, or otherwise dispose of (including the issuance of equity
in a Person) , whether for value or no value and whether voluntarily or
involuntarily (including by operation of law. Transferred, Transferable and
Transferability shall have a correlative meaning.

                                  SECTION III.

                                 ADMINISTRATION

3.1 Committee. The Plan shall be administered and interpreted by the Committee.

3.2 Grants of Awards. The Committee shall have full authority to grant Stock
Options and Restricted Stock to Eligible Employees and Consultants and the Board
shall have full authority to grant Stock Options to Non--Employee Directors
pursuant to the terms of this Plan. All Awards shall be granted by, confirmed
by, and subject to the terms of, a written agreement executed by the Company and
the Participant. In particular, the Committee (and, the Board, with respect to
Non--Employee Directors) shall have the authority:

(a) to select the Eligible Employees and Consultants to whom Awards may from
time to time be granted hereunder;

(b) to determine whether and to what extent Awards, or any combination thereof,
are to be granted hereunder to one or more Eligible Employees or Consultants;

(c) to determine, in accordance with the terms of this Plan, the number of
shares of Common Stock to be covered by each Award granted hereunder;

(d) to determine the terms and conditions, not inconsistent with the terms of
this Plan, of any Award granted hereunder (including, but not limited to, the
exercise or purchase price (if any) , any restriction or limitation, any vesting
schedule or acceleration thereof and any forfeiture restrictions or waiver
thereof, regarding any Award and the shares of Common Stock relating thereto,
based on such factors, if any, as the Committee shall determine, in its sole
discretion);

(e) to determine whether and under what circumstances a Stock Option may be
settled in cash, Common Stock and/or Restricted Stock under Section 6.3(d) or,
with respect to Stock Options granted to Non--Employee Directors, under Section
11.3(d);

(f) to determine whether, to what extent and under what circumstances to provide
loans (which shall be on a recourse basis and bear interest at the rate the
Committee shall provide) to Eligible Employees and Consultants in order to
exercise Stock Options or to purchase Awards under this Plan (including shares
of Common Stock);



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(g) to determine whether a Stock Option is an Incentive Stock Option or
Non--Qualified Stock Option or whether an Award is intended to satisfy Section
162(m) of the Code;

(h) to determine whether to require an Eligible Employee or Consultant, as a
condition of the granting of any Award, not to sell or otherwise dispose of
shares of Common Stock acquired pursuant to the exercise of an Option or vesting
of an Award for a period of time as determined by the Committee, in its sole
discretion, following the date of the acquisition of such Option or Award;

(i) to modify, extend or renew an Award, subject to Section X herein, provided,
however, that if an Award is modified, extended or renewed and thereby deemed to
be the issuance of a new Award under the Code or the applicable accounting
rules, the exercise price of an Award may continue to be the original exercise
price even if less than the Fair Market Value of the Common Stock at the time of
such modification, extension or renewal; and

(j) to offer to buy out an Option previously granted, based on such terms and
conditions as the Committee shall establish and communicate to the Participant
at the time such offer is made.

3.3 Guidelines. Subject to Section X hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the delegation of
its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Award issued under this Plan (and any agreements relating thereto) ; and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any Award agreement relating thereto in the manner and to the extent it shall
deem necessary to effectuate the purpose and intent of this Plan. The Committee
may adopt special guidelines and provisions for persons who are residing in or
employed in, or subject to, the taxes of, foreign jurisdictions to comply with
applicable tax and securities laws and may impose any limitations and
restrictions that it deems necessary to comply with the applicable tax and
securities laws of such foreign jurisdictions. To the extent applicable, this
Plan is intended to comply with the applicable requirements of Rule 16b--3 and
with regard to Options and certain other Awards, the applicable provisions of
Section 162 (m) of the Code and shall be limited, construed and interpreted in a
manner so as to comply therewith.

3.4 Decisions Final. Any decision, interpretation or other action made or taken
in good faith by or at the direction of the Company, the Board or the Committee
(or any of its members) arising out of or in connection with this Plan shall be
within the sole discretion of all and each of them, as the case may be, and
shall be final, binding and conclusive on the Company and all employees and
Participants and their respective heirs, executors, administrators, successors
and assigns.

3.5 Procedures. If the Committee is appointed, the Board shall designate one of
the members of the Committee as chairman and the Committee shall hold meetings,
subject to the By--Laws of the Company, at such times and places as it shall
deem advisable, including, without limitation, by telephone conference or by
written consent to the extent permitted by applicable law. A majority of the
Committee members shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. Any decision or determination
reduced to writing and signed by all the Committee members in accordance with
the By--Laws of the Company, shall be fully as effective as if it had been made
by a vote at a meeting duly called and held. The Committee shall keep minutes of
its meetings and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.



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3.6 Designation of Consultants/Liability.

(a) The Committee may designate employees of the Company and professional
advisors to assist the Committee in the administration of this Plan and may
grant authority to officers to execute agreements or other documents on behalf
of the Committee.

(b) The Committee may employ such legal counsel, consultants and agents as it
may deem desirable for the administration of this Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. Expenses incurred by the Committee
or the Board in the engagement of any such counsel, consultant or agent shall be
paid by the Company. The Committee, its members and any person designated
pursuant to paragraph (a) above shall not be liable for any action or
determination made in good faith with respect to this Plan. To the maximum
extent permitted by applicable law, no officer of the Company or member or
former member of the Committee or of the Board shall be liable for any action or
determination made in good faith with respect to this Plan or any Award granted
under it.

3.7 Indemnification. To the maximum extent permitted by applicable law and the
Certificate of Incorporation and By--Laws of the Company and to the extent not
covered by insurance directly insuring such person or any independent
contractual right of indemnification, each officer or former officer and member
or former member of the Committee or the Board shall be indemnified and held
harmless by the Company against any cost or expense (including reasonable fees
of counsel reasonably acceptable to the Company) or liability (including any sum
paid in settlement of a claim with the approval of the Company), and advanced
amounts necessary to pay the foregoing at the earliest time and to the fullest
extent permitted, arising out of any act or omission to act in connection with
the administration of this Plan, except to the extent arising out of such
officer's, former officer's, member's, or former member's own fraud or bad
faith. indemnification shall be in addition to any rights of indemnification the
employees, officers, directors or members or former officers, directors or
members may have under applicable law or under the Articles of Incorporation or
By--Laws of the Company or any Affiliate. Notwithstanding anything else herein,
this indemnification will not apply to the actions or determinations made by an
individual with regard to Awards granted to him or her under this Plan.

                                   SECTION IV.

                           SHARE AND OTHER LIMITATIONS


4.1 Shares.

(a) General Limitation. The aggregate number of shares of Common Stock, which
may be issued or used for reference purposes under this Plan or with respect to
which Awards may be granted under this Plan, shall not shall not exceed 600,000
shares of Common Stock (subject to any increase or decrease pursuant to Section
4.2) with respect to Awards. The shares of Common Stock available under this
Plan may be either authorized and unissued Common Stock or Common Stock held in
or acquired for the treasury of the Company or both. If any Stock Option granted
under this Plan expires, terminates or is canceled for any reason without having
been exercised in full or the Company repurchases any Stock Option, the number
of shares of Common Stock underlying such unexercised or repurchased Stock
Option shall again be available for the purposes of Awards under this Plan. If
any shares of Restricted Stock awarded under this Plan to a Participant are
forfeited, repurchased, terminated or canceled by the Company for any reason the
number of forfeited, repurchased, terminated or canceled shares of Restricted
Stock shall again be available for the purposes of Awards under this Plan. In
addition, in determining the number of shares of Common Stock available for
Awards other than Awards of Incentive Stock Options, if Common Stock



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has been delivered or exchanged by a Participant as full or partial payment to
the Company for payment of the exercise price, or for payment of withholding
taxes, or if the number shares of Common Stock otherwise deliverable has been
reduced for payment of the exercise price or for payment of withholding taxes,
the number of shares of Common Stock exchanged as payment in connection with the
exercise or for withholding or reduced shall again be available for purposes of
Awards under this Plan.

(b) Individual Participant Limitations.

1. The maximum number of shares of Common Stock subject to any Award of Stock
Options or shares of Restricted Stock for which the grant of such Award or the
lapse of the relevant Restriction Period is subject to the attainment of
Performance Goals in accordance with Section 7.3 herein which may be granted
under this Plan during any fiscal year of the Company to each Eligible Employee
or Consultant shall be 40,000 shares per type of Award (subject to any increase
or decrease pursuant to Section 4.2)

2. There are no annual individual Eligible Employee or Consultant share
limitations on Restricted Stock for which the grant of such Award or the lapse
of the relevant Restriction Period is not subject to attainment of Performance
Goals in accordance with Section 7.3(a) (ii) hereof.

3. The individual Participant limitations set forth in this Section 4.1(b) shall
be cumulative; that is, to the extent that shares of Common Stock for which
Awards are permitted to be granted to an Eligible Employee or a Consultant
during a fiscal year are not covered by an Award to such Eligible Employee or
Consultant in a fiscal year, the number of shares of Common Stock available for
Awards to such Eligible Employee or Consultant shall automatically increase in
the subsequent fiscal years during the term of the Plan until used.

4.2 Changes.

(a) The existence of this Plan and the Awards granted hereunder shall not affect
in any way the right or power of the Board or the shareholders of the Company to
make or authorize 1. any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, 2. any merger or
consolidation of the Company or any Affiliate, 3. any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting Common
Stock, the dissolution or liquidation of the Company or any Affiliate, 4. any
sale or transfer of all or part of the assets or business of the Company or any
Affiliate or any other corporate act or proceeding.

(b) Subject to the provisions of Section 4.2(d), in the event of any such change
in the capital structure or business of the Company by reason of any stock
split, reverse stock split, stock dividend, combination or reclassification of
shares, recapitalization, or other change in the capital structure of the
Company, merger, consolidation, spin--off, reorganization, partial or complete
liquidation, issuance of rights or warrants to purchase any Common Stock or
securities convertible into Common Stock, any sale or transfer of all or part of
the Company's assets or business, or any other corporate transaction or event
having an effect similar to any of the foregoing and effected without receipt of
consideration by the Company, then the aggregate number and kind of shares which
thereafter may be issued under this Plan, the number and kind of shares or other
property (including cash) to be issued upon exercise of an outstanding Stock
Option or other Awards granted under this Plan and the purchase price thereof
shall be appropriately adjusted consistent with such change in such manner as
the Committee may deem equitable to prevent substantial dilution or enlargement
of the rights granted to, or available for, Participants under this Plan, and
any such adjustment determined by the Committee in good faith shall be final,
binding and conclusive on the Company and all Participants and employees and
their respective heirs, executors, administrators, successors and assigns.
Except as provided in this Section 4.2, a Participant shall have no rights by
reason of any issuance by the Company of any class or securities convertible
into stock of any



                                       9
<PAGE>

class, any subdivision or consolidation of shares of stock of any class, the
payment of any stock dividend, any other increase or decrease in the number of
shares of stock of any class, any sale or transfer of all or part of the
Company's assets or business or any other change affecting the Company's capital
structure or business.

(c) Fractional shares of Common Stock resulting from any adjustment in Awards
pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at,
the time of exercise by rounding--down for fractions less than one--half and
rounding--up for fractions equal to or greater than one--half. No cash
settlements shall be made with respect to fractional shares eliminated by
rounding. Notice of any adjustment shall be given by the Committee to each
Participant whose Award has been adjusted and such adjustment (whether or not
such notice is given) shall be effective and binding for all purposes of this
Plan.

(d) In the event of a merger or consolidation in which the Company is not the
surviving entity or in the event of any transaction that results in the
acquisition of substantially all of the Company's outstanding Common Stock by a
single person or entity or by a group of persons and/or entities acting in
concert, or in the event of the sale or transfer of all or substantially all of
the Company's assets (all of the foregoing being referred to as Acquisition
Events) , then the Committee may, in its sole discretion, terminate all
outstanding Stock Options, effective as of the date of the Acquisition Event, by
delivering notice of termination to each Participant at least 20 days prior to
the date of consummation of the Acquisition Event, in which case during the
period from the date on which such notice of termination is delivered to the
consummation of the Acquisition Event, each such Participant shall have the
right to exercise in full all of his or her Stock Options that are then
outstanding (without regard to any limitations on exercisability otherwise
contained in the Stock Option) , but any such exercise shall be contingent upon
and subject to the occurrence of the Acquisition Event, and, provided that, if
the Acquisition Event does not take place within a specified period after giving
such notice for any reason whatsoever, the notice and exercise pursuant thereto
shall be null and void. If an Acquisition Event occurs but the Committee does
not terminate the outstanding Stock Options pursuant to this Section 4.2(d),
then the provisions of Section 4.2(b) shall apply.

4.3 Minimum Purchase Price. Notwithstanding any provision of this Plan to the
contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration
which is less than as permitted under applicable law.

                                    SECTION V.

                                   ELIGIBILITY


5.1 General Eligibility. All Eligible Employees and Consultants and prospective
employees of and Consultants to the Company and its Affiliates are eligible to
be granted Non--Qualified Stock Options and Restricted Stock. Eligibility for
Awards and actual participation in this Plan shall be determined by the
Committee in its sole discretion. The vesting and exercise of Awards granted to
a prospective employee or Consultant are conditioned upon such individual
actually becoming an Eligible Employee or Consultant.

5.2 Incentive Stock Options. All Eligible Employees of the Company, its
Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock
Options under this Plan. Eligibility for the grant of an Incentive Stock Option
and actual participation in this Plan shall be determined by the Committee in
its sole discretion.

5.3 Non--Employee Directors. Non--Employee Directors are only eligible to
receive an Award of Stock Options in accordance with Article XI of the Plan.


                                       10
<PAGE>

                                   SECTION VI.

                                  STOCK OPTIONS


6.1 Stock Options. Each Stock Option granted hereunder shall be one of two
types: 1. an Incentive Stock Option intended to satisfy the requirements of
Section 422 of the Code; or 2. a Non--Qualified Stock Option.

6.2 Grants. Subject to the provisions of Section V, the Committee shall have the
authority to grant to any Eligible Employee one or more Incentive Stock Options,
Non--Qualified Stock Options or both types of Stock Options. Subject to the
provisions of Section 6.3(e) below, to the extent that any Stock Option does not
qualify as an Incentive Stock Option (whether because of its provisions or the
time or manner of its exercise or otherwise) , such Stock Option or the portion
thereof which does not qualify, shall constitute a separate Non--Qualified Stock
Option. The Committee shall have the authority to grant any Consultant or
Non--Employee Director one or more Non--Qualified Stock Options. Notwithstanding
any other provision of this Plan to the contrary or any provision in an
agreement evidencing the grant of a Stock Option to the contrary, any Stock
Option granted to an Eligible Employee of an Affiliate (other than an Affiliate
which is a Parent or a Subsidiary) shall be a Non--Qualified Stock Option.

6.3 Terms of Stock Options. Stock Options granted under this Plan shall be
subject to the following terms and conditions, and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem desirable:

(a) Exercise Price. The exercise price per share of Common Stock subject to an
Incentive Stock Option or a Stock Option intended to be performance--based for
purposes of Section 162 (m) of the Code shall be determined by the Committee at
the time of grant but shall not be less than 100% of the Fair Market Value of
the share of Common Stock at the time of grant; provided, however, that if an
Incentive Stock Option is granted to a Ten Percent Shareholder, the exercise
price shall be no less than 110% of the Fair Market Value of the Common Stock.
The exercise price per share of Common Stock subject to a Non--Qualified Stock
Option shall be determined by the Committee.

(b) Stock Option Term. The term of each Stock Option shall be fixed by the
Committee; provided, however, that no Stock Option shall be exercisable more
than ten years after the date such Stock Option is granted; and further provided
that the term of an Incentive Stock Option granted to a Ten Percent Shareholder
shall not exceed five years.

(c) Exercisability. Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Committee at
grant. If the Committee provides, in its discretion, that any Stock Option is
exercisable subject to certain limitations (including, without limitation, that
such Stock Option is exercisable only in installments or within certain time
periods), the Committee may waive such limitations on the exercisability at any
time at or after grant in whole or in part (including, without limitation,
waiver of the installment exercise provisions or acceleration of the time at
which such Stock Option may be exercised) , based on such factors, if any, as
the Committee shall determine, in its sole discretion.

Unless otherwise determined by the Committee at grant, the grant shall provide
that (i) in the event the Participant engages in Detrimental Activity prior to
any exercise of the Stock Option, all Stock Options



                                       11
<PAGE>

held by the Participant shall thereupon terminate and expire, (ii) as a
condition of the exercise of a Stock Option, the Participant shall be required
to certify at the time of exercise in a manner acceptable to the Company that
the Participant is in compliance with the terms and conditions of the Plan and
that the Participant has not engaged in, and does not intend to engage in, any
Detrimental Activity, (iii) in the event the Participant engages in Detrimental
Activity, the Company shall be entitled to receive from the Participant at any
time within one year after such exercise, and the Participant shall pay over to
the Company, an amount equal to any gain realized as a result of the exercise
(whether at the time of exercise or thereafter). If, at any time, the provisions
of this paragraph shall be deemed unenforceable under applicable law, the Stock
Option shall be immediately canceled, retroactively or prospectively. The
foregoing provisions described in (i), (ii) and (iii) shall cease to apply upon
a Change in Control.

(d) Method of Exercise. Subject to whatever installment exercise and waiting
period and vesting provisions apply under subparagraph (c) above, Stock Options
may be exercised in whole or in part at any time and from time to time during
the Stock Option term by giving written notice of exercise to the Committee
specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price as follows: (i) in cash or
by check, bank draft or money order payable to the order of the Company; (ii) if
the Common Stock is traded on a national securities exchange, The Nasdaq Stock
Market, Inc. or quoted on a national quotation system sponsored by the National
Association of Securities Dealers, and the Committee authorizes, through a
cashless exercise procedure whereby the Participant delivers irrevocable
instructions to a broker approved by the Committee to deliver promptly to the
Company an amount equal to the purchase price; or (iii) on such other terms and
conditions as may be acceptable to the Committee (including, without limitation,
the relinquishment of Stock Options or by payment in full or in part in the form
of Common Stock owned by the Participant for a period of at least six months or
such other period necessary to avoid a charge, for accounting purposes, against
the Company's earnings as reported in the Company's financial statements (and
for which the Participant has good title free and clear of any liens and
encumbrances) based on the Fair Market Value of the Common Stock on the payment
date as determined by the Committee) . No shares of Common Stock shall be issued
until payment therefor, as provided herein, has been made or provided for and
the conditions of Section 13.5 are satisfied.

(e) Incentive Stock Option Limitations. To the extent that the aggregate Fair
Market Value (determined as of the time of grant) of the Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by
an Eligible Employee during any calendar year under this Plan and/or any other
stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000,
such Options shall be treated as Non--Qualified Stock Options. In addition, if
an Eligible Employee does not remain employed by the Company, any Subsidiary or
any Parent at all times from the time an Incentive Stock Option is granted until
three months prior to the date of exercise thereof (or such other period as
required by applicable law), such Stock Option shall be treated as a
Non--Qualified Stock Option. Should any provision of this Plan not be necessary
in order for the Stock Options to qualify as Incentive Stock Options, or should
any additional provisions be required, the Committee may amend this Plan
accordingly, without the necessity of obtaining the approval of the shareholders
of the Company.

(f) Form, Modification, Extension and Renewal of Stock Options. Subject to the
terms and conditions and within the limitations of this Plan, Stock Options
shall be evidenced by such form of agreement or grant as is approved by the
Committee, and the Committee may (i) modify, extend or renew outstanding Stock
Options granted under this Plan (provided that the rights of a Participant are
not reduced without his or her consent) , and (ii) accept the surrender of
outstanding Stock Options (up to the extent not theretofore exercised) and
authorize the granting of new Stock Options in substitution therefor (to the
extent not theretofore exercised) . Notwithstanding the foregoing, an
outstanding Stock Option may not be modified to reduce the exercise price
thereof nor may a new Stock Option at a lower exercise price be substituted for
a surrendered Stock Option, provided that the foregoing shall not apply to
adjustments or substitutions made in accordance with Section 4.2 hereof.



                                       12
<PAGE>

(g) Deferred Delivery of Common Shares. The Committee may in its discretion
permit Participants to defer delivery of Common Stock acquired pursuant to a
Participant's exercise of an Option in accordance with the terms and conditions
established by the Committee.

(h) Early Exercise. The Committee may provide that a Stock Option include a
provision whereby the Participant may elect at any time before the Participant's
Termination to exercise the Stock Option as to any part or all of the shares of
Common Stock subject to the Stock Option prior to the full vesting of the Stock
Option and such shares shall be subject to the provisions of Section VII and
treated as Restricted Stock. Any unvested shares of Common Stock so purchased
may be subject to a repurchase option in favor of the Company or to any other
restriction the Committee determines to be appropriate.

(i) Other Terms and Conditions. Stock Options may contain such other provisions,
which shall not be inconsistent with any of the terms of this Plan, as the
Committee shall deem appropriate including, without limitation, permitting
reloads such that the same number of Stock Options are granted as the number of
Stock Options exercised when shares are used to pay for the exercise price of
Stock Options (Reloads). With respect to Reloads, the exercise price of the new
Stock Option shall be the Fair Market Value on the date of the reload and the
term of the Stock Option shall be the same as the remaining term of the Stock
Options that are exercised, if applicable, or such other exercise price and term
as determined by the Committee.

                                  SECTION VII.

                                RESTRICTED STOCK

7.1 Awards of Restricted Stock. Shares of Restricted Stock may be issued to
Eligible Employees or Consultants either alone or in addition to other Awards
granted under this Plan. The Committee shall determine the eligible persons to
whom, and the time or times at which, grants of Restricted Stock will be made,
the number of shares to be awarded, the price (if any) to be paid by the
recipient (subject to Section 7.2), the time or times within which such Awards
may be subject to forfeiture, the vesting schedule and rights to acceleration
thereof, and all other terms and conditions of the Awards.

Unless otherwise determined by the Committee at grant, each Award of Restricted
Stock shall provide that in the event the Participant engages in Detrimental
Activity prior to, or during the one year period after, any vesting of
Restricted Stock, the Committee may direct (at any time within two years
thereafter) that all unvested Restricted Stock shall be immediately forfeited to
the Company and that the Participant shall pay over to the Company an amount
equal to the Fair Market Value at the time of vesting of any Restricted Stock
which had vested in the period referred to above. The foregoing provision shall
cease to apply upon a Change in Control.

The Committee may condition the grant or vesting of Restricted Stock upon the
attainment of specified performance goals, including established Performance
Goals in accordance with Section 162 (m) of the Code, or such other factors as
the Committee may determine, in its sole discretion.

7.2 Awards and Certificates. An Eligible Employee or Consultant selected to
receive Restricted Stock shall not have any rights with respect to such Award,
unless and until such Participant has delivered to the Company a fully executed
copy of the applicable Award agreement relating thereto and has otherwise
complied with the applicable terms and conditions of such Award. Further, such
Award shall be subject to the following conditions:



                                       13
<PAGE>

(a) Purchase Price. The purchase price of Restricted Stock shall be fixed by the
Committee. Subject to Section 4.3, the purchase price for shares of Restricted
Stock may be zero to the extent permitted by applicable law, and, to the extent
not so permitted, such purchase price may not be less than par value.

(b) Acceptance. Awards of Restricted Stock must be accepted within a period of
90 days (or such shorter period as the Committee may specify at grant) after the
Award date by executing a Restricted Stock Award agreement and by paying
whatever price (if any) the Committee has designated thereunder.

(c) Legend. Each Participant receiving shares of Restricted Stock shall be
issued a stock certificate in respect of such shares of Restricted Stock, unless
the Committee elects to use another system, such as book entries by the transfer
agent, as evidencing ownership of shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:

"The anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or charge of the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of Netfran Development Corp.(the
Company) Stock Incentive Plan (the Plan) and an Agreement entered into between
the registered owner and the Company dated . Copies of such Plan and Agreement
are on file at the principal office of the Company."

(d) Custody. If stock certificates are issued in respect of shares of Restricted
Stock, the Committee may require that any stock certificates evidencing such
shares be held in custody by the Company until the restrictions thereon shall
have lapsed and that, as a condition to the grant of such Award of Restricted
Stock, the Participant shall have delivered a duly signed stock power, endorsed
in blank, relating to the Common Stock covered by such Award.

7.3 Restrictions and Conditions on Restricted Stock Awards. Shares of Restricted
Stock awarded pursuant to this Plan shall be subject to Article VIII and the
following restrictions and conditions:

(a) Restriction Period;

(i) Vesting and Acceleration of Vesting. The Participant shall not be permitted
to Transfer shares of Restricted Stock awarded under this Plan during the period
or periods set by the Committee (the Restriction Period) commencing on the date
of such Award, as set forth in the Restricted Stock Award agreement and such
agreement shall set forth a vesting schedule and any events which would
accelerate vesting of the shares of Restricted Stock. Within these limits, based
on service, attainment of Performance Goals pursuant to Section 7.3(a) (ii)
below and/or such other factors or criteria as the Committee may determine in
its sole discretion, the Committee may provide for the lapse of such
restrictions in installments in whole or in part, or may accelerate the vesting
of all or any part of any Restricted Stock Award and/or waive the deferral
limitations for all or any part of any Restricted Stock Award.

(ii) Objective Performance Goals, Formulae or Standards. If the grant of shares
of Restricted Stock or the lapse of restrictions is based on the attainment of
Performance Goals, the Committee shall establish the Performance Goals and the
applicable vesting percentage of the Restricted Stock Award applicable to each
Participant or class of Participants in writing prior to the beginning of the
applicable fiscal year or at such later date as otherwise determined by the
Committee and while the outcome of the Performance Goals are substantially
uncertain. Such Performance Goals may incorporate provisions for disregarding
(or adjusting for) changes in accounting methods, corporate transactions
(including, without limitation, dispositions and acquisitions) and other similar
type events or circumstances. With regard to a Restricted Stock Award that is
intended to comply with Section 162(m) of the Code, to the extent any such
provision would create impermissible discretion under Section 162(m) of the Code
or otherwise violate Section



                                       14
<PAGE>

162(m) of the Code, such provision shall be of no force or effect. The
applicable Performance Goals shall be based on one or more of the Performance
Criteria set forth in Appendix A hereto.

(b) Rights as Shareholder. Except as provided in this subparagraph (b) and
subparagraph (a) above and as otherwise determined by the Committee, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a holder of shares of Common Stock of the Company including,
without limitation, the right to receive any dividends, the right to vote such
shares and, subject to and conditioned upon the full vesting of shares of
Restricted Stock, the right to tender such shares. The Committee may, in its
sole discretion, determine at the time of grant that the payment of dividends
shall be deferred until, and conditioned upon, the expiration of the applicable
Restriction Period.

(c) Lapse of Restrictions. If and when the Restriction Period expires without a
prior forfeiture of the Restricted Stock subject to such Restriction Period, the
certificates for such shares shall be delivered to the Participant. All legends
shall be removed from said certificates at the time of delivery to the
Participant except as otherwise required by applicable law or other limitations
imposed by the Committee.

                                  SECTION VIII.

                     NON-TRANSFERABILITY AND TERMINATION OF
                      EMPLOYMENT/CONSULTANCY/DIRECTORSHI P

8.1 Non--Transferability. Except as otherwise specifically provided herein, no
Stock Option or Common Stock acquired pursuant to the exercise of a Stock Option
shall be Transferable by the Participant otherwise than by will or by the laws
of descent and distribution. All Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant. Except as otherwise
specifically provided herein, shares of Restricted Stock under Section VII or
Common Stock issued on account of such shares of Restricted Stock may not be
Transferred prior to the date on which such shares are issued, or if later, the
date on which any applicable restriction, performance or deferral period lapses.
No Award shall, except as otherwise specifically provided by law or herein, be
Transferable in any manner, and any attempt to Transfer any such Award except as
otherwise specifically provided herein, shall be void, and no such Award shall
in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such Award, nor
shall it be subject to attachment or legal process for or against such person.
Notwithstanding the foregoing, the Committee may determine at the time of grant
or thereafter that a Non--Qualified Stock Option (other than a Non--Qualified
Stock Option granted to a Non--Employee Director) that is otherwise not
Transferable pursuant to this Section 8.1 is Transferable to a Family Member in
whole or in part and in such circumstances, and under such conditions, as
specified by the Committee. A Non--Qualified Stock Option that is Transferred to
a Family Member pursuant to the preceding sentence (i) may not be subsequently
Transferred otherwise than by will or by the laws of descent and distribution
and (ii) remains subject to the terms of this Plan and the Stock Option
agreement.

8.2 Termination of Employment and Termination of Consultancy. The following
rules apply with regard to the Termination of a Participant. Unless otherwise
determined by the Committee at grant or, if no rights of the Participant are
reduced, thereafter:

(a) Rules Applicable to Stock Options. Unless otherwise determined by the
Committee at grant or, if no rights of the Participant are reduced, thereafter:

(1) Termination by Reason of Death, Disability or Retirement. If a Participant's
Termination is by reason of death, Disability or Retirement, all Stock Options
held by such Participant may be exercised, to the extent exercisable at the time
of the Participant's Termination, by the Participant (or, in the case of death,




                                       15
<PAGE>

by the legal representative of the Participant's estate) at any time within a
period of one year from the date of such Termination, but in no event beyond the
expiration of the stated terms of such Stock Options; provided, however, that,
in the case of Retirement, if the Participant dies within such exercise period,
all unexercised Stock Options held by such Participant shall thereafter be
exercisable, to the extent to which they were exercisable at the time of death,
for a period of one year from the date of such death, but in no event beyond the
expiration of the stated term of such Stock Options.

(2) Involuntary Termination Without Cause. If a Participant's Termination is by
involuntary termination without Cause, all Stock Options held by such
Participant may be exercised, to the extent exercisable at the time of a
Participant's Termination, by the Participant at any time within a period of 90
days from the date of such Termination, but in no event beyond the expiration of
the stated term of such Stock Options.

(3) Voluntary Termination. If a Participant's Termination is voluntary (other
than a voluntary termination described in Section 8.2(a) (iv) (B) below) all
Stock Options held by such Participant may be exercised, to the extent
exercisable at the time of a Participant's Termination, by the Participant at
any time within a period of 30 days from the date of such Termination, but in no
event beyond the expiration of the stated terms of such Stock Options.

(4) Termination for Cause. If a Participant's Termination (A) is for Cause or
(B) is a voluntary termination (as provided in subsection (iii) above) within 90
days after an event which would be grounds for a Termination for Cause, all
Stock Options, even if vested, held by such Participant shall thereupon
terminate and expire as of the date of such Termination.

(5) Unvested Stock Options. Stock Options that are not vested as of the date of
a Participant's Termination for any reason shall terminate and expire as of the
date of such Termination.

(b) Rules Applicable to Restricted Stock. Subject to the applicable provisions
of the Restricted Stock Award agreement and this Plan, upon a Participant's
Termination for any reason during the relevant Restriction Period, all
Restricted Stock still subject to restriction will vest or be forfeited in
accordance with the terms and conditions established by the Committee at grant
or thereafter.

                                   SECTION IX.

                          CHANGE IN CONTROL PROVISIONS

9.1 Benefits. In the event of a Change in Control of the Company, except as
otherwise provided by the Committee upon the grant of an Award, the Participant
shall be entitled to the following benefits:

(a) Except to the extent provided in the applicable Award agreement, the
Participant's employment agreement with the Company or an Affiliate, as approved
by the Committee, or other written agreement approved by the Committee (as such
agreement may be amended from time to time) , (i) Awards granted and not
previously exercisable shall become exercisable upon a Change in Control and
(ii) restrictions to which any shares of Restricted Stock granted prior to the
Change in Control are subject shall lapse upon a Change in Control.

(b) In the event Section 4.2(d) of the Plan becomes applicable, the Committee,
in its sole discretion, may provide for the purchase of any Stock Option by the
Company or an Affiliate for an amount of cash equal to the excess of the Change
in Control Price of the shares of Common Stock covered by such Stock Options,
over the aggregate exercise price of such Stock Options. For purposes of this
Section 9.1, Change in Control Price shall mean the higher of (i) the highest
price per share of Common Stock paid in any transaction related to a Change in
Control of the Company, or (ii) the highest Fair Market Value per share of
Common Stock at any time during the 60 day period preceding a Change in Control.



                                       16
<PAGE>

(c) Notwithstanding anything to the contrary herein, unless the Committee
provides otherwise at the time a Stock Option is granted hereunder or
thereafter, a Participant's Stock Options granted and not previously exercisable
shall become fully exercisable and vested upon a Change in Control if the
Committee reasonably determines in good faith, prior to the occurrence of the
Change in Control, that the Stock Options shall not be honored or assumed, or
new rights substituted therefor (each such honored, assumed or substituted stock
option hereinafter called an Alternative Option), by a Participant's employer
(or the parent or a subsidiary of such employer) immediately following the
Change in Control. A Stock Option shall not be Alternative Option unless the
Committee determines, in good faith, that it meets the following criteria:

(1) the Alternative Option must be based on stock which is traded on an
established securities market, or which will be so traded within 30 days of the
Change in Control;

(2) the Alternative Option must provide such Participant with rights and
entitlements substantially equivalent to or better than the rights, terms and
conditions applicable under such Stock Option, including, but not limited to, an
identical or better exercise schedule; and

(3) the Alternative Option must have economic value substantially equivalent to
the value of such Stock Option (determined at the time of the Change in Control)

For purposes of Incentive Stock Options, any assumed or substituted Stock Option
shall comply with the requirements of Treasury Regulations. 1.425--1 (and any
amendments thereto)

(d) Notwithstanding anything else herein, the Committee may, in its sole
discretion, provide for accelerated vesting of an Award or accelerated lapsing
of restrictions on shares of Restricted Stock at any time.

(e) If the Company and the other party to a transaction constituting a Change in
Control agree that such transaction shall be treated as a pooling of interests
for financial reporting purposes, and if the transaction is in fact so treated,
then the acceleration of exercisability, vesting or lapse of the applicable
Restriction Period shall not occur to the extent that the Company's independent
public accountants determine in good faith that such acceleration would preclude
pooling of interests accounting.

9.2 Change in Control. A Change in Control shall be deemed to have occurred:

(a) upon any person as such term is used in Sections 13(d) and 14(d) of the
Exchange Act (other than the Company, any trustee or other fiduciary holding
securities under any employee benefit plan of the Company, or any company owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of Common Stock of the Company) , becoming
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities; provided,
however, that if any person becomes the beneficial owner of such securities but
does not become entitled to the voting power of such securities, such personTs
acquisition of such securities shall not constitute a Change in Control of the
Company;

(b) during any period of two consecutive years, individuals who at the beginning
of such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in paragraph (a), (c), or (d) of this Section or
a director whose initial assumption of office occurs as a result of either an
actual or threatened election



                                       17
<PAGE>

contest (as such term is used in Rule 14a--11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board) whose election by the
Board or nomination for election by the Company's shareholders was approved by a
vote of at least two--thirds of the directors then still in office who either
were directors at the beginning of the two--year period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority of the Board;

(c) a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no person (other than those covered by the exceptions in (a) above)
acquires more than 50% of the combined voting power of the Company's then
outstanding securities shall not constitute a Change in Control of the Company;
or

(d) upon the shareholders of the Company approval of a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets other than the sale
or disposition of all or substantially all of the assets of the Company to a
person or persons who beneficially own, directly or indirectly, at least 50% or
more of the combined voting power of the outstanding voting securities of the
Company at the time of the sale.

                                   SECTION X.

                        TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of this Plan, the Board or the Committee may
at any time, and from time to time, amend, in whole or in part, any or all of
the provisions of this Plan (including any amendment deemed necessary to ensure
that the Company may comply with any regulatory requirement referred to in
Section XIII), or suspend or terminate it entirely, retroactively or otherwise;
provided, however, that, unless otherwise required by law or specifically
provided herein, the rights of a Participant with respect to Awards granted
prior to such amendment, suspension or termination, may not be impaired without
the consent of such Participant and, provided further, without the approval of
the shareholders of the Company in accordance with the laws of the State of
Florida, solely to the extent required by the applicable provisions of Rule
16b--3 or Section 162 (m), or, solely to the extent applicable to Incentive
Stock Options, Section 422 of the Code, no amendment may be made which would (i)
increase the aggregate number of shares of Common Stock that may be issued under
this Plan; (ii) increase the maximum individual Participant limitations for a
fiscal year under Section 4.1(b); (iii) change the classification of employees,
Consultants or Non--Employee Directors eligible to receive Awards under this
Plan; (iv) decrease the minimum option price of any Stock Option; (v) extend the
maximum Stock Option period under Section 6.3; or (vi) materially alter the
Performance Criteria for the Award of Restricted Stock as set forth in Appendix
A. In no event may this Plan be amended without the approval of the shareholders
of the Company in accordance with the applicable laws of the State of Florida to
increase the aggregate number of shares of Common Stock that may be issued under
this Plan, decrease the minimum exercise price of any Stock Option, or to make
any other amendment that would require shareholder approval under the rules of
any exchange or system on which the Company's securities are listed or traded at
the request of the Company.

The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Article IV above or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder's consent.


                                       18
<PAGE>

                                   SECTION XI.

                  STOCK OPTION GRANT FOR NON-EMPLOYEE DIRECTORS

11.1 Stock Options. The terms of this Article XI shall apply only to Stock
Options granted to Non--Employee Directors.

11.2 Grants for Non--Employee Directors. Without further action by the Board or
the shareholders of the Company, each Non--Employee Director shall, subject to
the terms of the Plan, be granted Stock Options to purchase 50,000 shares of
Common Stock as of the later of (i) the date the Non--Employee Director begins
service as a Non--Employee Director or (ii) the Effective Date.

11.3 Terms of Stock Options. Stock Options granted under this Section XI shall
be subject to the following terms and conditions, and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Board shall deem desirable:

(a) Exercise Price. The exercise price per share of Common Stock shall be
determined by the Board but shall not be less than 100% of the Fair Market Value
of the share of Common Stock at the time of grant.

(b) Stock Option Term. The term of each Stock Option granted under this Article
XI shall be 10 years.

(c) Exercisability. Stock Options granted under this Section XI shall be 50%
vested and exercisable on the date such Stock Option is granted and 50% vested
and exercisable on the first anniversary of the date of grant (the Vesting Date)

(d) Method of Exercise. Subject to whatever installment exercise and waiting
period and vesting provisions apply under subparagraph (c) above, Stock Options
may be exercised in whole or in part at any time and from time to time during
the Stock Option term by giving written notice of exercise to the Board
specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price as follows: (i) in cash or
by check, bank draft or money order payable to the order of the Company; (ii) if
the Common Stock is traded on a national securities exchange, The Nasdaq Stock
Market, Inc. or quoted on a national quotation system sponsored by the National
Association of Securities Dealers, and the Board authorizes, through a cashless
exercise procedure whereby the Non--Employee Director delivers irrevocable
instructions to a broker approved by the Board to deliver promptly to the
Company an amount equal to the exercise price; or (iii) on such other terms and
conditions as may be acceptable to the Board (including, without limitation, the
relinquishment of Stock Options or by payment in full or in part in the form of
Common Stock owned by the Participant for a period of at least six months or
such other period necessary to avoid a charge, for accounting purposes, against
the Company's earnings as reported in the Company's financial statements (and
for which the Participant has good title free and clear of any liens and
encumbrances) based on the Fair Market Value of the Common Stock on the payment
date as determined by the Board) . No shares of Common Stock shall be issued
until payment therefor, as provided herein, has been made or provided for.

(e) Form, Modification, Extension and Renewal of Stock Options. Subject to the
terms and conditions and within the limitations of the Plan, a Stock Option
shall be evidenced by such form of agreement or grant as is approved by the
Board, and the Board may modify, extend or renew outstanding Stock Options
granted under the Plan (provided that the rights of a Non--Employee Director are
not reduced without his or her consent)



                                       19
<PAGE>

11.4 Termination of Directorship. The following rules apply with regard to
Options upon a Termination of Directorship:

(a) Termination of Directorship. Except as otherwise provided herein, upon the
Termination of Directorship for any reason, all outstanding Stock Options then
exercisable and not exercised by the Non--Employee Director prior to such
Termination of Directorship shall remain exercisable, to the extent exercisable
at the Termination of Directorship, by the Non--Employee Director, or, in the
case of death, by the Non--Employee DirectorTs estate or by the person given
authority to exercise such Stock Options by his or her will or by operation of
law, for a three (3) year period commencing on the date of the Termination of
Directorship, provided that such three (3) year period shall not extend beyond
the stated term of such Stock Options.

(b) Cancellation of Stock Options. Except as otherwise provided herein, no Stock
Options that were not exercisable during the period such person serves as a
Director shall thereafter become exercisable upon a Termination of Directorship
for any reason or no reason whatsoever, and such Stock Options shall terminate
and become null and void upon a Termination of Directorship.

11.5 Acceleration of Exercisability.

(a) Death or Disability. All Stock Options granted to Non--Employee Directors
under this Article XI and not previously exercisable shall become fully
exercisable immediately upon a Termination of Directorship due to a
Non--Employee DirectorTs death or Disability.

(b) Change in Control. All Stock Options granted to Non--Employee Directors
under this Article XI and not previously exercisable shall become fully
exercisable immediately upon a Change in Control.

11.6 Changes. The Awards to a Non--Employee Director shall be subject to
Sections 4.2(a), (b) and (c) of the Plan and this Section 11.6, but shall not be
subject to Section 4.2(d) of the Plan.

11.7 Amendment. The provisions of this Article XI shall not be amended more than
once in any six month period, other than to comply with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or other applicable
federal or state law.

                                   SECTION XII.

                                  UNFUNDED PLAN

This Plan is intended to constitute an unfunded plan for incentive and deferred
compensation. With respect to any payments as to which a Participant has a fixed
and vested interest but which are not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are
greater than those of a general unsecured creditor of the Company.



                                       20
<PAGE>

                                  SECTION XIII.

                               GENERAL PROVISIONS

13.1 Legend. The Committee may require each person receiving shares pursuant to
an Award under this Plan to represent to and agree with the Company in writing
that the Participant is acquiring the shares without a view to distribution
thereof and such other securities law related representations as the Committee
shall request. In addition to any legend required by this Plan, the certificates
for such shares may include any legend, which the Committee deems appropriate to
reflect any restrictions on Transfer.

All certificates for shares of Common Stock delivered under this Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed or any national securities association system upon whose
system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. Each certificate for shares of Common Stock
delivered under this Plan shall include a legend substantially in the following
form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR QUALIFIED UNDER
ANY APPLICABLE STATE SECURITIES LAWS (THE STATE ACTS), HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH REGISTRATION OR
QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE
EXEMPTION AFFORDED BY RULE 144) . UNLESS WAIVED BY THE ISSUER, THE ISSUER SHALL
BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF
EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AS A PRECONDITION TO ANY
SUCH TRANSFER

13.2 Other Plans. Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to shareholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. In the event of any
conflict between the provisions of this Plan and any agreement (including any
Stock Option agreement) approved by the Board or the Committee, between the
Company and any Eligible Employee, Consultant or Non--Employee Director, the
provisions of such agreement shall govern.

13.3 No Right to Employment/Consultancy/Directorship. Neither this Plan nor the
grant of any Award hereunder shall give any Participant or other employee,
Consultant or Non-- Employee Director any right with respect to continuance of
employment, consultancy or directorship by the Company or any Affiliate, nor
shall they be a limitation in any way on the right of the Company or any
Affiliate by which an employee is employed or a Consultant or Non-- Employee
Director is retained to terminate his or her employment or consultancy at any
time.

13.4 Withholding of Taxes. The Company shall have the right to deduct from any
payment to be made to a Participant, or to otherwise require, prior to the
issuance or delivery of any shares of Common Stock or the payment of any cash
hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld. Upon the vesting of Restricted Stock, or upon
making an election under Section 83(b) of the Code, a Participant shall pay all
required withholding to the Company.

Any statutorily required withholding obligation with regard to any Eligible
Employee may be satisfied, subject to the consent of the Committee, by reducing
the number of shares of Common Stock otherwise deliverable or by delivering
shares of Common Stock already owned. Any fraction of a share of Common Stock
required to satisfy such tax obligations shall be disregarded and the amount due
shall be paid instead in cash by the Participant.



                                       21
<PAGE>

13.5    Listing and Other Conditions.

(a) As long as the Common Stock is listed on a national securities exchange or
system sponsored by a national securities association, the issue of any shares
of Common Stock pursuant to an Award shall be conditioned upon such shares being
listed on such exchange or system. The Company shall have no obligation to issue
such shares unless and until such shares are so listed, and the right to
exercise any Stock Option with respect to such shares shall be suspended until
such listing has been effected.

(b) If at any time counsel to the Company shall be of the opinion that any sale
or delivery of shares of Common Stock pursuant to an Award is or may in the
circumstances be unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act or otherwise with respect to shares of Common Stock or
Awards, and the right to exercise any Stock Option shall be suspended until, in
the opinion of said counsel, such sale or delivery shall be lawful and will not
result in the imposition of excise taxes on the Company.

(1) Upon termination of any period of suspension under this Section 13.5, an
Award affected by such suspension which shall not then have expired or
terminated shall be reinstated as to all shares available before such suspension
and as to shares which would otherwise have become available during the period
of such suspension, but no such suspension shall extend the term of any Stock
Option.

(2) A Participant shall be required representations and information cooperate
with the Company in qualification, exemption, consent appropriate to supply the
Company with any certificates that the Company requests and otherwise obtaining
any listing, registration, or approval the Company deems necessary or
appropriate.

13.6 Governing Law. This Plan shall be governed and construed in accordance with
the laws of the State of Florida (regardless of the law that might otherwise
govern under applicable Florida principles of conflict of laws)

13.7 Construction. Wherever any words are used in this Plan in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply. To the extent
applicable, this Plan shall be limited, construed and interpreted in a manner so
as to comply with the applicable requirements of Rule 16b--3; however,
noncompliance with Rule 16b--3 shall have no impact on the effectiveness of an
Award under this Plan.

13.8 Other Benefits. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

13.9 Costs. The Company shall bear all expenses Plan, including expenses of
issuing Common Stock hereunder.

13.10 No Right to Same Benefits. with respect to each Participant, need not be
the same in subsequent included in administering this Stock pursuant to any
Awards

13.11 Death/Disability. The Committee may in its discretion require the
transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the



                                       22
<PAGE>

will (in the case of the Participant's death) or such other evidence as the
Committee deems necessary to establish the validity of the Transfer of an Award.
The Committee may also require that the agreement of the transferee to be bound
by all of the terms and conditions of this Plan.

13.12 Section 16(b) of the Exchange Act. All elections and transactions under
this Plan by persons subject to Section 16 of the Exchange Act involving shares
of Common Stock are intended to comply with any applicable exemptive condition
under Rule 16b--3. The Committee may establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange
Act, as it may deem necessary or proper for the administration and operation of
this Plan and the transaction of business thereunder.

13.13 Successors and Assigns. The Plan shall be binding on all successors and
permitted assigns of a Participant, including, without limitation, the estate of
such Participant and the executor, administrator or trustee of such estate.

13.14 Severability of Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Plan shall be construed and enforced as if
such provisions had not been included.

13.15 Headings and Captions. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of this Plan, and
shall not be employed in the construction of this Plan.

13.16 Payment to Minors, Etc. Any benefit payable to or for the benefit of a
minor, an incompetent person or other person incapable of receipt thereof shall
be deemed paid when paid to such personTs guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Committee, the Board, the Company, its Affiliates and
their employees, agents and representatives with respect thereto.

                                  SECTION XIV.

                             EFFECTIVE DATE OF PLAN

The Plan shall become effective upon adoption by the Board, subject to the
approval of this Plan by the shareholders of the Company in accordance with the
requirements of the laws of the State of Florida, or such later date as provided
in the adopting resolution.

                                   SECTION XV.

                                  TERM OF PLAN

No Award shall be granted pursuant to this Plan on or after the tenth
anniversary of the earlier of the date this Plan is adopted or the date of
shareholder approval, but Awards granted prior to such tenth anniversary may,
and the Committee's authority to administer the terms of such Stock Options
shall, extend beyond that date.


                                       23
<PAGE>

                                   APPENDIX A

                              PERFORMANCE CRITERIA

Performance Goals established for purposes of conditioning the grant of an Award
of Restricted Stock based on performance or the vesting of performance--based
Awards of Restricted Stock, Performance Units and/or Performance Shares shall be
based on one or more of the following performance criteria (Performance
Criteria) : (i) the attainment of certain target levels of, or a specified
percentage increase in, revenues, income before income taxes and extraordinary
items, net income, earnings before income tax, earnings before interest, taxes,
depreciation and amortization, funds from operation of real estate investments
or a combination of any or all of the foregoing; (ii) the attainment of certain
target levels of, or a percentage increase in, after--tax or pre--tax profits
including, without limitation, that attributable to continuing and/or other
operations; (iii) the attainment of certain target levels of, or a specified
increase in, operational cash flow; (iv) the achievement of a certain level of,
reduction of, or other specified objectives with regard to limiting the level of
increase in, all or a portion of, the Company's bank debt or other long--term or
short--term public or private debt or other similar financial obligations of the
Company, which may be calculated net of such cash balances and/or other offsets
and adjustments as may be established by the Committee; (v) the attainment of a
specified percentage increase in earnings per share or earnings per share from
continuing operations; (vi) the attainment of certain target levels of, or a
specified increase in return on capital employed or return on invested capital;
(vii) the attainment of certain target levels of, or a percentage increase in,
after--tax or pre--tax return on shareholders' equity; (viii) the attainment of
certain target levels of, or a specified increase in, economic value added
targets based on a cash flow return on investment formula; (ix) the attainment
of certain target levels in the fair market value of the shares of the Company's
common stock; (x) the growth in the value of an investment in the Company's
common stock assuming the reinvestment of dividends; and (xi) reducing costs of
the Company, as evidenced by meeting or reducing budgeted expenses established
by the Company. For purposes of item (i) above, extraordinary items shall mean
all items of gain, loss or expense for the fiscal year determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to a
corporate transaction (including, without limitation, a disposition or
acquisition) or related to a change in accounting principle, all as determined
in accordance with standards established by Opinion No. 30 of the Accounting
Principles Board.

In addition, such Performance Criteria may be based upon the attainment of
specified levels of Company (or subsidiary, division or other operational unit
of the Company) performance under one or more of the measures described above
relative to the performance of other corporations. To the extent permitted under
Code Section 162 (m), but only to the extent permitted under Code Section 162
(m) (including, without limitation, compliance with any requirements for
shareholder approval), the Committee may: (i) designate additional business
criteria on which the Performance Criteria may be based or (ii) adjust, modify
or amend the aforementioned business criteria.






                                       24