EXHIBIT 10.5



DOT COM ENTERTAINMENT GROUP, INC.
a Florida Corporation
(the "Company")

STOCK OPTION PLAN



(As adopted by the Board of Directors on the 2nd day of
February, 1999)

(As amended on the 10th day of July, 2000)

1.

The Company's Stock Option Plan (the "Plan") is intended to attract and
retain the best available personnel for positions of substantial responsibility
with the Company and its subsidiaries, if any, and to provide additional
incentive to such persons to exert their maximum efforts toward the success of
the Company. The Plan is also intended to provide and encourage stock ownership
by officers, directors and employees of, and consultants to, the Company and to
afford such persons the right to increase their proprietary interest in the
Company. The above aims will be effectuated through the granting of certain
options ("Options") to purchase shares of the Company's common stock, par value
$0.001 per share (the "Common Stock"). Under the Plan, the Company may grant
"incentive stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or Options which are not
intended to be ISOs ("Non-Qualified Options"). The Company makes no warranty as
to the qualification of any Options as ISOs.

2.

The Plan shall be administered by the Compensation Committee of the Company
composed of a majority of disinterested directors (the "Committee"). Within the
limits of the express provisions of the Plan, the Committee shall have the
authority, in its discretion, to take the following actions under the Plan:

| | (a) | to determine the individuals to whom, and the time or
        times at which, Options shall be granted, the number of shares of Common
        Stock to be subject to each of the Options and whether such Options
        shall be ISOs or Non-Qualified Options;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                   
| | (b) | to interpret the Plan;                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                   
| | (c) | to prescribe, amend and rescind the rules and regulations
        relating to the Plan;                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                   
| | (d) | to determine the terms and provisions of the respective
        stock option agreements granting Options, including the date or dates
        upon which Options shall become exercisable, which terms need not be
        identical;                             
| |     |                                                                                                                                                                                                                                                                   
| | (e) | to accelerate the vesting of any outstanding Options; and                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                   
| | (f) | to make all other determinations and take all other
        actions necessary or advisable for the administration of the Plan.                                                                                                                                    

In making such determinations, the Committee may take into account the nature
of the services rendered by such individuals, and such other factors as the
Committee, in its discretion, shall deem relevant. An individual to whom an
Option has been granted under the Plan is referred to herein as an "Optionee."
The Committee's determination on the matters referred to in this Section 2 shall
be conclusive.

3.

| | (a) | The total number of shares of Common Stock for which
        Options may be granted under the Plan shall be 20% of the issued and
        outstanding shares of the Common Stock of the Company in any given
        calendar year.                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The Company shall at all times while the Plan is in force
        reserve such number of shares of Common Stock as will be sufficient to
        satisfy the requirement of outstanding Options. The shares of Common
        Stock to be issued upon exercise of Options shall be authorized and
        unissued or reacquired shares of Common Stock.
| |     |                                                                                                                                                                                                                                                                                                                                                         
| | (c) | The shares of Common Stock relating to the unexercised
        portion of any expired, terminated or canceled Options shall thereafter
        be available for the grant of new Options under the plan.                                                                                                                                                

4.

| | (a) | Options may be granted under the Plan only to directors,
        officers and employees of, and consultants to, the Company or any
        "subsidiary corporation" of the Company within the meaning of Section
        424(f) of the Code (a "Subsidiary"). The term "Company" when used in the
        context of an Optionee's employment, shall be deemed to include the
        Company and its Subsidiaries.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | Nothing contained in the Plan shall be construed to limit
        the right of the Company to grant stock options other than under the
        Plan for proper corporate purposes.                                                                                                                                                                                                                                 

5.

The terms of each Option granted under the Plan shall be determined by the
Committee consistent with the provisions of the Plan, including the following:

| | (a) | The purchase price of the shares of Common Stock subject
        to each Option shall be fixed by the Committee, in its discretion, at
        the time such Option is granted; provided, however, that in no event
        shall such purchase price be less than the Fair Market Value (as defined
        in paragraph (g) of this Section 5) of the shares of Common Stock as of
        the date such Option is granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The dates on which each Option (or portion thereof) shall
        be exercisable shall be fixed by the Committee, in its discretion, at
        the time such Option is granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | The expiration of each Option (the "Expiry Date") shall be
        fixed by the Committee, in its discretion, at the time such Option is
        granted; provided, however, that no Option shall be exercisable after
        the expiration of five (5) years from the date of its grant and each
        Option shall be subject to earlier termination as determined by the
        Committee, in its discretion, at the time such Option is granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | Options shall be exercised by the delivery, to the Company
        at its principal office or at such other address as may be established
        by the Committee (Attention: Corporate Secretary), of written notice of
        the number of shares of Common Stock with respect to which the Option is
        being exercised accompanied by payment in full of the purchase price of
        such shares. Unless otherwise determined by the Committee at the time of
        grant, payment for such shares may be made (i) in cash, (ii) by
        certified check or bank cashier's check payable to the order of the
        Company, (iii) at the discretion of the Committee, by simultaneously
        exercising Options and selling the shares of Common Stock acquired
        thereby, pursuant to a brokerage or similar arrangement approved by the
        Committee, and using the proceeds as payment of such purchase price, and
        subject to compliance with all applicable securities laws, or (iv) by
        any combination of the methods of payment described in (i) through (iii)
        above. The Common Stock purchased shall thereupon be promptly delivered
        to the Optionee; provided, however, that the Company may in its
        discretion, require that an Optionee pay to the Company or any
        Subsidiary, at the time of exercise, such amount as the Company deems
        necessary to satisfy any obligation to withhold federal, state,
        provincial or local income or other taxes incurred by reason of the
        exercise or transfer of share thereupon as provided in Section 10 of
        this Plan.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | An Optionee shall not have any of the rights of a holder
        of the Common Stock with respect to the shares of Common Stock subject
        to an Option until such shares are issued to such Optionee upon the
        exercise of such Option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) | An Option shall not be transferred, except by beneficiary
        designation, will or the laws of descent and distribution, and during
        the lifetime of an Optionee, may be exercised only by the Optionee or by
        the Optionee's guardian or legal representative. With respect to
        Non-Qualified Options, an Option may be transferred by a permitted
        transferee of the Optionee or by that permitted transferee's guardian or
        legal representative. No Option granted under the Plan or interest in it
        may be pledged or hypothecated by the Optionee during the Optionee's
        lifetime, whether by operation of law or otherwise, or be made subject
        to execution, attachment or other process.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) | For the purposes of the Plan, the Fair Market Value of the
        Common Stock as of any date shall be as determined in good faith by the
        Committee and such determination shall be binding upon the Company and
        upon the Optionee. The Committee may make such determination (i) if the
        Common Stock is not then listed and traded upon a recognized securities
        exchange, upon the basis of the mean between the lowest bid and the
        highest asked quotations on the date of grant (as reported by a
        recognized stock quotation service - i.e. OTC BB) or, if there are no
        such bid and asked quotations on the date of grant, then upon the basis
        of the mean between the lowest bid and the highest asked quotations on
        the date nearest the date of grant or (ii) in case the Common Stock is
        quoted on the National Association of Securities Dealers Automated
        Quotation System National Market System ("NASDAQ") or listed on one or
        more national securities exchanges, the Fair Market Value of the Common
        Stock as of any date shall be deemed to be the mean between the highest
        and lowest sale prices of the Common Stock reported on the NASDAQ or the
        principal national securities exchange on which the Common Stock is
        listed and traded on the date of grant, or, if there is no such sale on
        that date, then on the last preceding date, on which such a sale was
        reported.                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (h) | Unless otherwise approved in writing by the Committee, a
        participant must remain an officer, director, employee or consultant of
        the Company for a minimum period of six (6) months, at which time the
        option will properly vest in the name of the Optionee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

6.

As a condition to the exercise of any Option, the Optionee will represent,
warrant and agree with the Company as follows, unless the shares of Common Stock
are registered under the Securities Act of 1933, as amended (the "Act"), as
noted below:

| | (a) | The Optionee is purchasing the shares of Common Stock with
        respect to which such Option is being exercised for his, her or its own
        account for investment and not with any present intention to resell or
        distribute such shares of Common Stock.                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | The Optionee has been advised that the issuance of said
        shares of Common Stock has not been registered under the Act, and that
        said shares must be held by him, her or it indefinitely unless (i)
        distribution of said shares of Common Stock has been registered under
        the Act, (ii) a sale of said shares of Common Stock is made in
        conformity with the provisions of SEC Rule 144 or (iii) in the opinion
        of counsel acceptable to the Company some other exemption from
        registration is available.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | The Optionee will not make any sale, transfer or other
        disposition of said shares of Common Stock except in compliance with the
        Act and the Rules and Regulations thereunder. The Optionee is familiar
        with all of the provisions of Rule 144, including (without limitation)
        the holding period thereunder.                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | The Optionee understands that the Company is under no
        obligation to register the sale, transfer or other disposition of said
        shares of Common Stock by him, her or it, or on his, her or its behalf,
        or to take any other action necessary in order to make compliance with
        an exemption from registration available. In particular (but without
        limitation), the Company is under no obligation to make available
        adequate current public information to enable the Optionee to utilize
        Rule 144.     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | The Optionee understands that stop transfer instructions
        will be given to the Company's transfer agent with respect to said
        shares and that there will be given on the certificates for said shares
        of Common Stock a legend stating in substance:                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | "The shares of Common Stock represented by this certificate have not
        been registered under the Securities Act of 1933, as amended (the "Act")
        and may not be sold, pledged or otherwise transferred except pursuant to
        an effective registration statement under the Act, an exemption from
        registration under Rule 144 of the Act with an opinion of counsel
        acceptable to the Company that an exemption from registration is
        available."                                                                     

If the Company should elect in the future to register under the Act shares of
Common Stock issuable under this Plan, the Committee may modify or eliminate
each of the foregoing representations and warranties as the Committee may deem
appropriate.

If at any time the Company shall be advised by counsel that certain
requirements under the federal or state securities laws must be met before
shares of Common Stock may be issued under the Plan, the Company shall notify
Optionee thereof and the Company shall have no liability for failure to issue
shares of Common Stock upon any exercise of Options because of a delay pending
the meeting of any such requirements.

7.

The following special provisions shall be applicable to ISOs granted under
the Plan:

| | (a) | No ISOs shall be granted under the Plan after ten (10)
        years from the earlier of (i) the date the Plan is adopted, or (ii) the
        date the Plan is approved by the Company's shareholders.                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | If an ISO is granted to a person who owns, directly or
        indirectly (within the meaning of Section 424(d) of the Code) Common
        Stock totaling more than 10% of the total combined voting power of all
        classes of outstanding stock of the Company, (i) the exercise price of
        the shares subject to the Option shall not be less than 110% of the Fair
        Market Value of such shares as of the date such Option is granted and
        (ii) such Option by its terms is not exercisable more than five (5)
        years after the date it is granted.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | If the aggregate Fair Market Value of the Common Stock
        with respect to which ISOs are exercisable for the first time by any
        Optionee during a calendar year (under this Plan or any other ISO plan
        of the Company) exceeds $100,000, such ISOs shall be treated, to the
        extent of such excess, as Non-Qualified Options. For purposes of the
        preceding sentence, the Fair Market Value of the Common Stock shall be
        determined at the time the ISOs covering such shares were granted.                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | If an employee or consultant is terminated, other than by
        death or disability, the ISOs granted pursuant to the Plan must be
        exercised within six (6) months of such termination or any shorter
        period provided for under the Option Agreement evidencing such ISOs..                                                                                                                                                                                                                                                                                           

8.

| | (a) | In the event that the outstanding shares of Common Stock
        are changed by reason of reorganization, reclassification, stock split,
        combination or exchange of shares and the like, or dividends payable in
        shares of Common Stock, an appropriate adjustment shall be made by the
        Committee in the aggregate number of shares of Common Stock available
        under the Plan and in the number of shares of Common Stock and price per
        share of Common Stock subject to outstanding Options. If the Company
        shall be sold, reorganized, consolidated, taken private, or merged with
        another corporation, or if all or substantially all of the assets of the
        Company shall be sold or exchanged (a "Corporate Event"), an Optionee
        shall, at the time of issuance of the Common Stock under such Corporate
        Event, be entitled to receive upon the exercise of an Option the same
        number and kind of shares of Common Stock or the same amount of
        property, cash or securities as the Optionee would have been entitled to
        receive upon the occurrence of any such Corporate Event as if the
        Optionee had been, immediately prior to such Corporate Event, the holder
        of the number of shares of Common Stock covered by the Option, provided,
        however, that the Committee may, in its discretion, (i) accelerate the
        exercisability of outstanding Options, and shorten the term thereof; to
        any date prior to the occurrence of such Corporate Event, or (ii)
        provide for the cancellation of outstanding Options in exchange for cash
        equal to the aggregate in-the-money value of such Options at the time of
        such Corporate Event.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | Any adjustment under this Section 8 in the number of
        shares of Common Stock subject to Options shall apply proportionately to
        only the unexercised portion of any Option granted hereunder. If
        fractions of a share would result from any such adjustment, the
        resulting adjustment must be revised to the next lower whole number of
        shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

9.

| | (a) | The Plan (but not Options previously granted under the
        Plan) shall terminate ten (10) years from the date of its adoption by
        the Board of Directors, and no Option shall be granted after termination
        of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The Plan may at any time be terminated or, from time to
        time, be modified or amended by the Committee; provided, however, that
        the Committee shall not, without approval by the affirmative vote of the
        holders of a majority of the shares of the Common Stock of the Company
        present in person or by proxy and entitled to vote at a meeting duly
        held in accordance with Florida law, (i) increase (except as provided by
        Section 8) the maximum number of shares of Common Stock; as to which
        Options may be granted under the Plan, (ii) reduce the minimum purchase
        price at which Options may be granted under the Plan, or (iii) change
        the class of persons eligible to receive Options under the Plan.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | No termination, modification or amendment of the Plan
        shall adversely affect the rights conferred by any outstanding Options
        without the consent of the affected Optionee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | If an Optionee ceases to be a director, officer, employee
        or consultant of the Company or its subsidiaries, each Option held by
        the Optionee granted under the Plan shall be exercisable as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Notwithstanding the provisions of subsection 9(d)(2) above, the Committee, in
its sole discretion, may permit an Optionee to exercise his or her Options on a
date more than three months after the termination of the Optionee's employment
for reasons other than Cause, Disability or death. If the Option is exercised
after that date, the exercised Option may not qualify for favorable tax
treatment as an ISO. For purposes of the Plan, "Cause" means (i) the
unauthorized use or disclosure of the confidential information or trade secrets
of the Company, (ii) conviction of, or a plea of "guilty" or "no contest" to, a
felony under the laws of the United States or any state, or the laws of Canada
or any province, (iii) negligence or misconduct in the performance of Optionee's
duties or (iv) material breach of Optionee's obligations under any agreement or
arrangement with the Company, a Subsidiary or any affiliate thereof (including
under the terms of any loan made to the Optionee).

The Optionee may exercise all or part of his or her Options at any time
before the expiration of the Options under this subsection, but only to the
extent that the Options had become exercisable before the Optionee's employment
terminated (or became exercisable as a result of the termination). If the
Optionee dies after termination of employment but before the expiration of the
Optionee's Options, all or part of the Options may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired the Options directly from the Optionee by
beneficiary designation, bequest or inheritance, or in the case of Non-Qualified
Stock Options only, by other transfer, if permitted, but in any event only to
the extent that the Options had become exercisable before the Optionee's
employment terminated (or became exercisable as a result of the termination).

| | (e) | In the event of a merger, business combination, or
        acquisition of all the issued and outstanding share capital of the
        Company, each Option held by an Optionee will be exercisable at any time
        up to but not after the earlier of Expiry Date of that Option, or 30
        days after the closing of the merger, business combination or
        acquisition of all the issued and outstanding share capital of the
        Company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.

The Company or the subsidiary which employs an Optionee under this Plan, as
the case may be, may take such action as it deems necessary or appropriate for
the withholding of any taxes which the Company or such subsidiary is required by
any law or regulation of any governmental authority, whether federal, state or
local, domestic or foreign, to withhold in connection with the grant or exercise
of Options. Such action may include, but shall not be limited to, the
withholding of all or any portion of the shares of the Common Stock subject to
such Option until the participant reimburses the Company or its Subsidiary for
the amount which the Company or such Subsidiary is required to withhold with
respect to such taxes.

11.

The Plan shall become effective upon adoption by the Board of Directors of
the Company. Options may be granted under the Plan prior to receipt of such
approval, provided that, in the event such approval is not obtained, the Plan
and all Options granted under the Plan shall be null and void and of no force
and effect.

12.

Nothing contained in this Plan or in any stock option agreement executed
pursuant hereto shall be deemed to confer on any Optionee any right to remain in
the employ of the Company or any Subsidiary.

13.

The Plan shall be governed by the laws of the State of Florida without
reference to principles of conflict of laws thereof.

14.

Granting of an Option shall impose no obligation on the Optionee to exercise
such Option.