UTOPIA MARKETING, INC.
                 1999 LONG-TERM INCENTIVE PLAN


I. PURPOSE

        The Utopia Marketing, Inc. 1999 Long-Term Incentive Plan is
adopted effective September 1, 1999.  The Plan is designed to
attract, retain and motivate selected Key Employees and Key Non-
Employees of the Company and its Affiliates, and reward them for
making major contributions to the success of the Company and its
Affiliates.  These objectives are accomplished by making long-
term incentive awards under the Plan that will offer
Participants an opportunity to have a greater proprietary
interest in, and closer identity with, the Company and its
Affiliates and their financial success.

        The Awards may consist of:

        1.      Incentive Options;
        2.      Nonstatutory Options;
        3.      Formula Options;
        4.      Restricted Stock;
        5.      Rights;
        6.      Dividend Equivalents;
        7.      Performance Awards; or
        8.      Cash Awards.

or any combination of the foregoing, as the Committee may determine.


II. DEFINITIONS

        A.  "Affiliate" means any individual, corporation,
partnership, association, joint-stock company, trust,
unincorporated association or other entity (other than the
Company) that, for purposes of Section 422 of the Code, is a
parent or subsidiary of the Company, direct or indirect.

        B.  "Award" means the grant to any Key Employee or Key Non-
Employee of any form of Option, Restricted Stock, Right,
Performance Award, or Cash Award, whether granted singly, in
combination, or in tandem, and pursuant to such terms,


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conditions, and limitations as the Committee may establish in
order to fulfill the objectives of the Plan.

        C.  "Award Agreement" means a written agreement entered into
between the Company and a Participant under which an Award is
granted and which sets forth the terms, conditions, and
limitations applicable to the Award.

        D.  "Board" means the Board of Directors of the Company.

        E.  "Cash Award" means an Award of cash, subject to the
requirements of Article  XIII and such other restrictions as the
Committee deems appropriate or desirable.

        F.  "Code" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute thereto.
References to any provision of the Code shall be deemed to
include regulations thereunder and successor provisions and
regulations thereto.

        G.  "Committee" means the committee to which the Board
delegates the power to act under or pursuant to the provisions
of the Plan, or the Board if no committee is selected.  If the
Board delegates powers to a committee, and if the Company is or
becomes subject to Section 16 of the Exchange Act, then, if
necessary for compliance therewith, such committee shall consist
initially of not less than two (2) members of the Board, each
member of which must be a "non-employee director", within the
meaning of the applicable rules promulgated pursuant to the
Exchange Act.  If the Company is or becomes subject to Section
16 of the Exchange Act, no member of the Committee shall receive
any Award pursuant to the Plan or any similar plan of the
Company or any Affiliate while serving on the Committee, unless
the Board determines that the grant of such an Award satisfies
the then current Rule 16b-3 requirements under the Exchange Act.
Notwithstanding anything herein to the contrary, and insofar as
it is necessary in order for compensation recognized by
Participants pursuant to the Plan to be fully deductible to the
Company for federal income tax purposes, each member of the
Committee also shall be an "outside director" (as defined in
regulations or other guidance issued by the Internal Revenue
Service under Code Section 162(m)).

        H.  "Common Stock" means the common stock, par value $.001,
of the Company.

        I.  "Company" means Utopia Marketing, Inc., a Florida
corporation, and includes any successor or assignee corporation
or corporations into which the Company may be merged, changed,
or consolidated; any corporation for whose securities the
securities of the Company shall be exchanged; and any assignee
of or successor to substantially all of the assets of the
Company.

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        J.  "Disability" or "Disabled" means a permanent and total
disability as defined in Section 22(e)(3) of the Code.

        K.  "Dividend Equivalent" means an Award subject to the
requirements of Article XI.

        L.  "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, or any successor statute thereto.
References to any provision of the Exchange Act shall be deemed
to include rules thereunder and successor provisions and rules
thereto.

        M.  "Fair Market Value" means, if the Shares are listed on
any national securities exchange, the closing sales price, if
any, on the largest such exchange on the valuation date, or, if
none, on the most recent trade date immediately prior to the
valuation date provided such trade date is no more than thirty
(30) days prior to the valuation date.  If the Shares are not
then listed on any such exchange, the fair market value of such
Shares shall be the closing sales price if such is reported, or
otherwise the mean between the closing "Bid" and the closing
"Ask" prices, if any, as reported in the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") for the
valuation date, or if none, on the most recent trade date
immediately prior to the valuation date provided such trade date
is no more than thirty (30) days prior to the valuation date.
If the Shares are not then either listed on any such exchange or
quoted in NASDAQ, or there has been no trade date within such
thirty (30) day period, the fair market value shall be the mean
between the average of the "Bid" and the average of the "Ask"
prices, if any, as reported in the National Daily Quotation
System for the valuation date, or, if none, for the most recent
trade date immediately prior to the valuation date provided such
trade date is no more than thirty (30) days prior to the
valuation date.  If the fair market value cannot be determined
under the preceding three sentences, it shall be determined in
good faith by the Committee.

        N.  "Formula Option" means a Nonstatutory Option granted
automatically to a Non-Employee Board Member upon his or her
initial election, and any subsequent re-election, as a Non-
Employee Board Member.

        O.  "Incentive Option" means an Option that, when granted, is
intended to be an "incentive stock option", as defined in
Section 422 of the Code.

        P.  "Key Employee" means an employee of the Company or of an
Affiliate who is designated by the Committee as being eligible
to be granted one or more Awards under the Plan.

        Q.  "Key Non-Employee" means a Non-Employee Board Member,
consultant, advisor or independent contractor of the Company or
of an Affiliate who is designated by the Committee as being


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eligible to be granted one or more Awards under the Plan.

        R.  "Non-Employee Board Member" means a director of the
Company who is not an employee of the Company or any of its
Affiliates.

        S.  "Nonstatutory Option" means an Option that, when granted,
is not intended to be an "incentive stock option", as defined in
Section 422 of the Code.

        T.  "Option" means a right or option to purchase Common
Stock, including Restricted Stock if the Committee so
determines.

        U.  "Participant" means a Key Employee or Key Non-Employee to
whom one or more Awards are granted under the Plan.

        V.  "Performance Award" means an Award subject to the
requirements of Article XII, and such performance conditions as
the Committee deems appropriate or desirable.

        W.  "Plan" means the Utopia Marketing, Inc. 1999 Long-Term
Incentive Plan, as amended from time to time.

        X.  "Restricted Stock" means an Award made in Common Stock or
denominated in units of Common Stock and delivered under the
Plan, subject to the requirements of Article IX, such other
restrictions as the Committee deems appropriate or desirable,
and as awarded in accordance with the terms of the Plan.

        Y.  "Right" means a stock appreciation right delivered under
the Plan, subject to the requirements of Article X and as
awarded in accordance with the terms of the Plan.

        Z.  "Shares" means the following shares of the capital stock
of the Company as to which Options or Restricted Stock have been
or may be granted under the Plan and upon which Rights or units
of Restricted Stock may be based : treasury or authorized but
unissued Common Stock of the Company, or any shares of capital
stock into which the Shares are changed or for which they are
exchanged within the provisions of Article XIX of the Plan.

III. SHARES SUBJECT TO THE PLAN

        The aggregate number of Shares as to which Awards may be
granted from time to time (subject to adjustment for stock
splits, stock dividends, and other adjustments described in
Article XIX hereof) shall be 1,500,000.

        From time to time, the Committee and appropriate officers
of the Company shall take whatever actions are necessary to file


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required documents with governmental authorities and stock
exchanges so as to make Shares available for issuance pursuant
to the Plan.  Shares subject to Awards that are forfeited,
terminated, expire unexercised, canceled by agreement of the
Company and the Participant, settled in cash in lieu of Common
Stock or in such manner that all or some of the Shares covered
by such Awards are not issued to a Participant, or are exchanged
for Awards that do not involve Common Stock, shall immediately
become available for Awards.  Awards payable in cash shall not
reduce the number of Shares available for Awards under the Plan.

        Except as otherwise set forth herein, the aggregate number
of Shares as to which Awards may be granted shall be subject to
change only by means of an amendment of the Plan duly adopted by
the Company and approved by the shareholders of the Company
within one year before or after the date of the adoption of the
amendment.

IV. ADMINISTRATION OF THE PLAN

        The Plan shall be administered by the Committee.  A
majority of the Committee shall constitute a quorum at any
meeting thereof (including by telephone conference) and the acts
of a majority of the members present, or acts approved in
writing by a majority of the entire Committee without a meeting,
shall be the acts of the Committee for purposes of this Plan.
The Committee may authorize one or more of its members or an
officer of the Company to execute and deliver documents on
behalf of the Committee.  A member of the Committee shall not
exercise any discretion respecting himself or herself under the
Plan.  The Board shall have the authority to remove, replace or
fill any vacancy of any member of the Committee upon notice to
the Committee and the affected member.  Any member of the
Committee may resign upon notice to the Board.  The Committee
may allocate among one or more of its members, or may delegate
to an officer of the Company, such responsibility and authority
as it determines.  Subject to the provisions of the Plan, the
Committee is authorized to:

        A.  Interpret the provisions of the Plan and any Award or
Award Agreement, and make all rules and determinations that it
deems necessary or advisable to the administration of the Plan;

        B.  Determine which employees of the Company or an Affiliate
shall be designated as Key Employees and which of the Key
Employees shall be granted Awards;

        C.  Determine the Key Non-Employees to whom Awards, other
than Incentive Options and Performance Awards for which Key Non-
Employees shall not be eligible, shall be granted;


<PAGE>                        5


        D.  Determine whether an Option to be granted shall be an
Incentive Option or Nonstatutory Option;

        E.  Determine the number of Shares for which an Option or
Restricted Stock shall be granted;

        F.  Determine the number of Rights, the Cash Award or the
Performance Award to be granted;

        G.  Provide for the acceleration of the right to exercise any
Award; and

        H.  Specify the terms, conditions, and limitations upon which
Awards may be granted;

provided, however, that with respect to Incentive Options, all
such interpretations, rules, determinations, terms, and
conditions shall be made and prescribed in the context of
preserving the tax status of the Incentive Options as incentive
stock options within the meaning of Section 422 of the Code.

        The Committee may delegate to one or more employees of the
Company or its Affiliates any duty, responsibility or authority
of the Committee under the Plan pursuant to such conditions or
limitations as the Committee may establish except that only the
Committee may select and grant Awards to Participants who are
subject to Section 16 of the Exchange Act. All determinations of
the Committee shall be made by a majority of its members. No
member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any
Award.

        The Committee shall have the authority at any time to
cancel Awards for reasonable cause and to provide for the
conditions and circumstances under which Awards shall be
forfeited.

        Any determination made by the Committee pursuant to the
provisions of the Plan shall be made in its sole discretion, and
in the case of any determination relating to an Award, may be
made at the time of the grant of the Award or, unless in
contravention of any express term of the Plan or an Agreement,
at any time thereafter.  All decisions made by the Committee
pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company and the
Participants.  No determination shall be subject to de novo
review if challenged in court.

V. ELIGIBILITY FOR PARTICIPATION

        Awards may be granted under this Plan only to Key Employees
and Key Non-Employees of the Company or its Affiliates.  The
foregoing notwithstanding, each Participant receiving an
Incentive Option must be a  employee of the Company or of a



<PAGE>                       6


corporation that is an  Affiliate corporation at the time the
Incentive Option is granted.

        The Committee may at any time and from time to time grant
one or more Awards to one or more Key Employees or Key Non-
Employees and may designate the number of Shares, if applicable,
to be subject to each Award so granted, provided, however that
no Incentive Option shall be granted after the expiration of ten
(10) years from the earlier of the date of the adoption of the
Plan by the Company or the approval of the Plan by the
shareholders of the Company, and provided further, that the Fair
Market Value of the Shares (determined at the time the Option is
granted) as to which Incentive Options are exercisable for the
first time by any Key Employee during any single calendar year
(under the Plan and under any other incentive stock option plan
of the Company or an Affiliate) shall not exceed One Hundred
Thousand Dollars ($100,000).  To the extent that the Fair Market
Value of such Shares exceeds One Hundred Thousand Dollars
($100,000), the Shares subject to Option in excess of One
Hundred Thousand Dollars ($100,000) shall, without further
action by the Committee, automatically be converted to
Nonstatutory Options.

        Notwithstanding any of the foregoing provisions, the
Committee may authorize the grant of an Award to a person not
then in the employ of, or engaged by, the Company or of an
Affiliate, conditioned upon such person becoming eligible to be
granted an Award at or prior to the execution of the Award
Agreement evidencing the actual grant of such Award.

VI. AWARDS UNDER THIS PLAN

        As the Committee may determine, the following types of
Awards may be granted under the Plan on a stand alone,
combination, or tandem basis:

        A. Incentive Option

        An Award in the form of an Option that shall comply with
the requirements of Section 422 of the Code.

        B. Nonstatutory Option

        An Award in the form of an Option that shall not be
intended to comply with the requirements of Section 422 of the Code.

        C. Formula Option

        An Award in the form of an Option granted to a Non-Employee
Board Member at the time of his or her initial election to the
Board, or any subsequent re-election.


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        D. Restricted Stock

        An Award made to a Participant in Common Stock or
denominated in units of Common Stock, subject to future service
and such other restrictions and conditions as may be established
by the Committee, and as set forth in the Award Agreement,
including but not limited to continuous service with the Company
or its Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and
other measurements of Company or Affiliate performance.

        E. Stock Appreciation Right

        An Award in the form of a Right to receive the excess of
the Fair Market Value of a Share on the date the Right is
exercised over the Fair Market Value of a Share on the date the
Right was granted.

        F. Dividend Equivalents

        An Award in the form of and based upon the value of
dividends of Shares.

        G. Performance Awards

        An Award made to a Participant that is subject to
performance conditions specified by the Committee, including but
not limited to continuous service with the Company or its
Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and
other measurements of Company or Affiliate performance.

        H. Cash Awards

        An Award made to a Participant and denominated in cash,
with the eventual payment subject to future service and such
other restrictions and conditions as may be established by the
Committee, and as set forth in the Award Agreement.

        Each Award under the Plan shall be evidenced by an Award
Agreement.  Delivery of an Award Agreement to each Participant
shall constitute an agreement between the Company and the
Participant as to the terms and conditions of the Award.

VII. TERM AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS

        Each Option shall be set forth in an Award Agreement, duly
executed on behalf of the Company and by the Participant to whom
such Option is granted.  Except for the setting of the Option
price under Paragraph A, no Option shall be granted and no
purported grant of any Option shall be effective until such
Award Agreement shall have been duly executed on behalf of the


<PAGE>                       8


Company and by the Participant.  Each such Award Agreement shall
be subject to at least the following terms and conditions:

        A. Option Price

        The purchase price of the Shares covered by each Option
granted under the Plan shall be determined by the Committee.
The Option price per share of the Shares covered by each
Nonstatutory Option shall be at such amount as may be determined
by the Committee in its sole discretion on the date of the grant
of the Option.  In the case of an Incentive Option, if the
Participant owns directly or by reason of the applicable
attribution rules ten percent (10%) or less of the total
combined voting power of all classes of share capital of the
Company, the Option price per share of the Shares covered by
each Incentive Option shall be not less than the Fair Market
Value of the Shares on the date of the grant of the Incentive
Option.  In all other cases of incentive Options, the Option
price shall be not less than one hundred ten percent (110%) of
the Fair Market Value on the date of grant.

        B. Number of Shares

        Each Option shall state the number of Shares to which it
pertains.

        C. Term of Option

        Each Incentive Option shall terminate not more than ten
(10) years from the date of the grant thereof, or at such
earlier time as the Award Agreement may provide, and shall be
subject to earlier termination as herein provided, except that
if the Option price is required under Paragraph A of this
Article VII to be at least one hundred ten percent (110%) of
Fair Market Value, each such Incentive Option shall terminate
not more than five (5) years from the date of the grant thereof,
and shall be subject to earlier termination as herein provided.
The Committee shall determine the time at which a Nonstatutory
Option shall terminate.

        D. Date of Exercise

        Upon the authorization of the grant of an Option, or at any
time thereafter, the Committee may, subject to the provisions of
Paragraph C of this Article VII, prescribe the date or dates on
which the Option becomes exercisable, and may provide that the
Option become exercisable in installments over a period of
years, or upon the attainment of stated goals.  The Committee,
in its discretion, shall have the power to accelerate the date
or dates on which the Option becomes exercisable.

        E. Medium of Payment

        The Option price shall be payable upon the exercise of the
Option, as set forth in Paragraph A of this Article VII.  It
shall be payable in such form (permitted by Section 422 of the
Code in the case of Incentive Options) as the Committee shall,


<PAGE>                         9


either by rules promulgated pursuant to the provisions of
Article IV of the Plan, or in the particular Award Agreement,
provide.

        F. Termination of Employment

           1.    A Participant who ceases to be an employee or Key
Non-Employee of the Company or of an Affiliate for any reason
other than death, Disability, or termination "for cause", as
defined in subparagraph 2. below, may exercise any Option
granted to such Participant, to the extent that the right to
purchase Shares thereunder has become exercisable on the date of
such termination, but only until the earlier of (i) the
expiration of three (3) months after such date, or (ii) the
expiration of the originally prescribed term of the Option.  A
Participant's employment shall not be deemed terminated by
reason of a transfer to another employer that is the Company or
an Affiliate, except that in the case of an Incentive Option
such Affiliate must be a corporation.

           2.    A Participant who ceases to be an employee or Key
Non-Employee of the Company or of an Affiliate "for cause"
shall, upon such termination, cease to have any right to
exercise any Option.  For purposes of this Plan, cause shall
mean (i) a Participant's theft or embezzlement, or attempted
theft or embezzlement, of money or property of the Company or of
an Affiliate, a Participant's perpetration or attempted
perpetration of fraud, or a Participant's participation in a
fraud or attempted fraud, on the Company or an Affiliate or a
Participant's unauthorized appropriation of, or a Participant's
attempt to misappropriate, any tangible or intangible assets or
property of the Company or an Affiliate; (ii) any act or acts of
disloyalty, dishonesty, misconduct, moral turpitude, or any
other act or acts by a Participant injurious to the interest,
property, operations, business or reputation of the Company or
an Affiliate; (iii) a Participant's commission of a felony or
any other crime the commission of which results in injury to the
Company or an Affiliate; or (iv) any violation of any
restriction on the disclosure or use of confidential information
of the Company or an Affiliate, or client, prospect, or merger
or acquisition target, or on competition with the Company or an
Affiliate or any of its businesses as then conducted.  The
determination of the Committee as to the existence of cause
shall be conclusive and binding upon the Participant and the
Company.

           3.    A Participant who is absent from work with the
Company or an Affiliate because of temporary disability (any
disability other than a Disability), or who is on leave of
absence, shall not, during the period of any such absence, be
deemed, by virtue of such absence alone, to have terminated his
or her employment or relationship with the Company or with an
Affiliate, except as the Committee may otherwise expressly
provide or determine.

           4.    Paragraph F.1. shall control and fix the rights of a
Participant who ceases to be an employee or Key Non-Employee of
the Company or of an Affiliate for any reason other than


<PAGE>                       10


Disability, death, or termination "for cause", and who
subsequently becomes Disabled or dies.  Nothing in Paragraphs Q
and H of this Article VII shall be applicable in any such case
except that, in the event of such a subsequent Disability or
death within the three (3) month period after the termination of
employment or, if earlier, within the originally prescribed term
of the Option, the Participant or the Participant's estate or
personal representative may exercise the Option permitted by
this Paragraph F within twelve (12) months after the date of
Disability or death of such Participant, but in no event beyond
the originally prescribed term of the Option.

        G. Total and Permanent Disability

        A Participant who ceases to be an employee or Key Non-
Employee of the Company or of an Affiliate by reason of
Disability may exercise any Option granted to such Participant
(i) to the extent that the right to purchase Shares thereunder
has become exercisable on or before the date such Participant
becomes Disabled as determined by the Committee, and (ii) if the
Option becomes exercisable periodically, to the extent of any
additional rights that would have become exercisable had the
Participant not become so Disabled until after the close of
business on the next periodic, exercise date.

        A Disabled Participant shall exercise such rights, if at
all, only within a period of not more than twelve (12) months
after the date that the Participant became Disabled as
determined by the Committee (notwithstanding that the
Participant might have been able to exercise the Option as to
some or all of the Shares on a later date if the Participant had
not become Disabled) or, if earlier, within the originally
prescribed term of the Option.

        H. Death

        In the event that a Participant to whom an Option has been
granted ceases to be an employee or Key Non-Employee of the
Company or of an Affiliate by reason of such Participant's
death, such Option, to the extent that the right is exercisable
but not exercised on the date of death, may be exercised by the
Participant's estate or personal representative within twelve
(12) months after the date of death of such Participant or, if
earlier, within the originally prescribed term of the Option,
notwithstanding that the decedent might have been able to
exercise the Option as to some or all of the Shares on a later
date if the Participant were alive and had continued to be an
employee or Key Non-Employee of the Company or of an Affiliate.

        I. Exercise of Option and Issuance of Stock

        Options shall be exercised by giving written notice to the
Company.  Such written notice shall:  (i) be signed by the
person exercising the Option; (ii) state the number of Shares


<PAGE                        11


with respect to which the Option is being exercised;
(iii) contain the warranty required by paragraph M of this
Article VII, if applicable; and (iv) specify a date (other than
a Saturday, Sunday or legal holiday) not less than five (5) nor
more than ten (10) days after the date of such written notice,
as the date on which the Shares will be purchased.  Such tender
and conveyance shall take place at the principal office of the
Company during ordinary business hours, or at such other hour
and place agreed upon by the Company and the person or persons
exercising the Option.  On the date specified in such written
notice (which date may be extended by the Company in order to
comply with any law or regulation that requires the Company to
take any action with respect to the Option Shares prior to the
issuance thereof), the Company shall accept payment for the
Option Shares in cash, by bank or certified check, by wire
transfer, or by such other means as may be approved by the
Committee and shall deliver to the person or persons exercising
the Option in exchange therefor an appropriate certificate or
certificates for fully paid nonassessable Shares or undertake to
deliver certificates within a reasonable period of time.  In the
event of any failure to take up and pay for the number of Shares
specified in such written notice on the date set forth therein
(or on the extended date as above provided), the right to
exercise the Option shall terminate with respect to such number
of Shares, but shall continue with respect to the remaining
Shares covered by the Option and not yet acquired pursuant
thereto.

        If approved in advance by the Committee, payment in full or
in part also may be made (i) by delivering Shares already owned
by the Participant having a total Fair Market Value on the date
of such delivery equal to the Option price; (ii) by the
execution and delivery of a note or other evidence of
indebtedness (and any security agreement thereunder)
satisfactory to the Committee; (iii) by authorizing the Company
to retain Shares that otherwise would be issuable upon exercise
of the Option having a total Fair Market Value on the date of
delivery equal to the Option price; (iv) by the delivery of cash
or the extension of credit by a broker-dealer to whom the
Participant has submitted a notice of exercise or otherwise
indicated an intent to exercise an Option (in accordance with
part 220, Chapter II, Title 12 of the Code of Federal
Regulations, a so-called "cashless" exercise); or (v) by any
combination of the foregoing.

        J. Rights as a Shareholder

        No participant to whom an Option has been granted shall
have rights as a shareholder with respect to any Shares covered
by such Option except as to such Shares as have been registered
in the Company's share register in the name of such Participant
upon the due exercise of the Option and tender of the full
Option price.

        K. Assignability and Transferability of Option

        Unless otherwise permitted by the Code and by Rule 16b-3 of
the Exchange Act, if applicable, and approved in advance by the
Committee, an Option granted to a Participant shall not be


<PAGE>                       12


transferable by the Participant and shall be exercisable, during
the Participant's lifetime, only by such Participant or, in the
event of the Participant's incapacity, his guardian or legal
representative.  Except as otherwise permitted herein, such
Option shall not be assigned, pledged, or hypothecated in any
way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment, or similar process and any
attempted transfer, assignment, pledge, hypothecation or other
disposition of any Option or of any rights granted thereunder
contrary to the provisions of this Paragraph K, or the levy of
any attachment or similar process upon an option or such rights,
shall be null and void.

        L. Other Provisions

        The Award Agreement for an Incentive Option shall contain
such limitations and restrictions upon the exercise of the
Option as shall be necessary in order that such Option can be an
"incentive stock option" within the meaning of Section 422 of
the Code.  Further, the Award Agreements authorized under the
Plan shall be subject to such other terms and conditions
including, without limitation, restrictions upon the exercise of
the Option, as the Committee shall deem advisable and which, in
the case of Incentive Options, are not inconsistent with the
requirements of Section 422 of the Code.

        M. Purchase for Investment

        If Shares to be issued upon the particular exercise of an
Option shall not have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended,
the Company shall be under no obligation to issue the Shares
covered by such exercise unless and until the following
conditions have been fulfilled.  The person who exercises such
Option shall warrant to the Company that, at the time of such
exercise, such person is acquiring his or her Option Shares for
investment and not with a view to, or for or in connection with,
the distribution of any such Shares, and shall make such other
representations, warranties, acknowledgments, and affirmations,
if any, as the Committee may require.  In such event, the person
acquiring such Shares shall be bound by the provisions of the
following legend (or similar legend) which shall be endorsed
upon the certificate(s) evidencing his or her Option Shares
issued pursuant to such exercise.

                "The shares represented by this
                certificate have been acquired for
                investment and they may not be sold or
                otherwise transferred by any person,
                including a pledgee, in the absence of an
                effective registration statement for the
                shares under the Securities Act of 1933 or
                an opinion of counsel satisfactory to the
                Company that an exemption from registration
                is then available."


<PAGE>                       13


Without limiting the generality of the foregoing, the Company
may delay issuance of the Shares until completion of any action
or obtaining any consent that the Company deem necessary under
any applicable law (including without limitation state
securities or "blue sky" laws).

VIII. FORMULA OPTIONS

        A. Each Non-Employee Board Member shall be granted
automatically a Formula Option to purchase 5,000 Shares upon his
or her initial election and qualification as a Non-Employee
Board Member, and, thereafter, shall be granted automatically a
Formula Option to purchase 5,000 Shares upon each re-election
and qualification as a Non-Employee Board Member.

        B. The purchase price of the Shares subject to the Formula
Option shall be equal to one hundred percent (100%) of the Fair
Market Value as of the date of grant.

        C. The Shares subject to the Formula Option granted to a
Non-Employee Board Members shall become exercisable
cumulatively, in accordance with the following schedule:


                                        Percentage of
           Years Elapsed           Shares for Which Formula
        Since Date of Grant        Option May Be Exercised
        -------------------        ------------------------
            Less than 1                      0%
            1 or more                      100%


The foregoing schedule notwithstanding, if a Non-Employee Board
Member shall cease to be a director of the Company because of
death or Disability, all Shares for which a Formula Option has
been granted shall become immediately exercisable and shall be
exercisable in accordance with Paragraphs G and H of
Article VII.  If a Non-Employee Board Member ceases to be a
director of the Company for any reason other than death or
Disability, his or her right to exercise the Formula Option, and
the timing of such exercise, shall be governed by the applicable
provisions of Paragraph F of Article VII.

        D. Formula Options shall be evidenced by an Award Agreement
which shall conform to the requirements of the Plan, and may
contain such other provisions not inconsistent therewith, as the
Committee shall deem advisable.  The provisions of Article VII
governing Nonstatutory Options, and the exercise and issuance
thereof, shall apply to Formula Options to the extent such
provisions are not inconsistent with this Article VIII.


<PAGE>                    14


IX. TERMS AND CONDITIONS OF RESTRICTED STOCK

        A. The Committee may from time to time grant an Award in
Shares of Common Stock or grant an Award denominated in units of
Common Stock, for such consideration, if any, as the Committee
deems appropriate (which amount may be less than the Fair Market
Value of the Common Stock on the date of the Award), and subject
to such restrictions and conditions and other terms as the
Committee may determine at the time of the Award (including, but
not limited to, continuous service with the Company or its
Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and
other measurements of Company or Affiliate performance), and
subject further to the general provisions of the Plan, the
applicable Award Agreement and the following specific rules.

        B. If Shares of Restricted Stock are awarded, such Shares
cannot be assigned, sold, transferred, pledged, or hypothecated
prior to the lapse of the restrictions applicable thereto, and,
in no event, absent Committee approval, prior to six (6) months
from the date of the Award.  The Company shall issue, in the
name of the Participant, stock certificates representing the
total number of Shares of Restricted Stock awarded to the
Participant, as soon as may be reasonably practicable after the
grant of the Award, which certificates shall be held by the
Secretary of the Company as provided in Paragraph G.

        C. Restricted Stock issued to a Participant under the Plan
shall be governed by an Award Agreement that shall specify
whether Shares of Common Stock are awarded to the Participant,
or whether the Award shall be one not of Shares of Common Stock
but one denominated in units of Common Stock, any consideration
required thereto, and such other provisions as the Committee
shall determine.

        D. Subject to the provisions of Paragraphs B and E hereof
and the restrictions set forth in the related Award Agreement,
the Participant receiving an Award of Shares of Restricted Stock
shall thereupon be a shareholder with respect to all of the
Shares represented by such certificate or certificates and shall
have the rights of a shareholder with respect to such Shares,
including the right to vote such Shares and to receive dividends
and other distributions made with respect to such Shares. All
Common Stock received by a Participant as the result of any
dividend on the Shares of Restricted Stock, or as the result of
any stock split, stock distribution, or combination of the
Shares affecting Restricted Stock, shall be subject to the
restrictions set forth in the related Award Agreement.

        E. Restricted Stock or units of Restricted Stock awarded to
a Participant pursuant to the Plan will be forfeited, and any
Shares of Restricted Stock or units of Restricted Stock sold to
a Participant pursuant to the Plan may, at the Company's option,
be resold to the Company for an amount equal to the price paid
therefor, and in either case, such Restricted Stock or units of
Restricted Stock shall revert to the Company, if the Company so


<PAGE>                        15


determines in accordance with Article XIV or any other condition
set forth in the Award Agreement, or, alternatively, if the
Participant's employment with the Company or its Affiliates
terminates, other than for reasons set forth in Article XIV,
prior to the expiration of the forfeiture or restriction
provisions set forth in the Award Agreement.

        F. The Committee, in its discretion, shall have the power to
accelerate the date on which the restrictions contained in the
Award Agreement shall lapse with respect to any or all
Restricted Stock awarded under the Plan.

        G. The Secretary of the Company shall hold the certificate
or certificates representing Share of Restricted Stock issued
under the Plan, properly endorsed for transfer, on behalf of
each Participant who holds such Shares, until such time as the
Shares of Restricted Stock are forfeited, resold to the Company,
or the restrictions lapse.  Any Restricted Stock denominated in
units of Common Stock, if not previously forfeited, shall be
payable in accordance with Article XVI as soon as practicable
after the restrictions lapse.

        H. The Committee may prescribe such other restrictions,
conditions, and terms applicable to Restricted Stock issued to a
Participant under the Plan that are neither inconsistent with
nor prohibited by the Plan or the Award Agreement, including,
without limitation, terms providing for a lapse of the
restrictions of this Article or any Award Agreement in
installments.

X. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

        If deemed by the Committee to be in the best interests of
the Company, a Participant may be granted a Right.  Each Right
shall be granted subject to such restrictions and conditions and
other terms as the Committee may specify in the Award Agreement
at the time the Right is granted, subject to the general
provisions of the Plan, and the following specific rules.

        A. Rights may be granted, if at all, either singly, in
combination with another Award, or in tandem with another Award.
At the time of grant of a Right, the Committee shall specify the
base price of Common Stock to be used in connection with the
calculation described in Paragraph B below, provided that the
base price shall not be less than one hundred percent (100%) of
the Fair Market Value of a Share of Common Stock on the date of
grant, unless approved by the Board.

        B. Upon exercise of a Right, which shall be not less than
six (6) months from the date of the grant, the Participant shall
be entitled to receive in accordance with Article XVI, and as
soon as practicable after exercise, the excess of the Fair
Market Value of one Share of Common Stock on the date of
exercise over the base price specified in such Right, multiplied
by the number of Shares of Common Stock then subject to the
Right, or the portion thereof being exercised.


<PAGE>                     16


        C. Notwithstanding anything herein to the contrary, if the
Award granted to a Participant allows him or her to elect to
cancel all or any portion of an unexercised Option by exercising
an additional or tandem Right, then the Option price per Share
of Common Stock shall be used as the base price specified in
Paragraph A to determine the value of the Right upon such
exercise and, in the event of the exercise of such Right, the
Company's obligation with respect to such Option or portion
thereof shall be discharged by payment of the Right so
exercised, In the event of such a cancellation, the number of
Shares as to which such Option was canceled shall become
available for use under the Plan, less the number of Shares, if
any, received by the Participant upon such cancellation in
accordance with Article XVI.

        D. A Right may be exercised only by the Participant (or, if
applicable under Article XV, by a legatee or legatees of such
Right, or by the Participant's executors, personal
representatives or distributees).

        XI. TERMS AND CONDITIONS OF DIVIDEND EQUIVALENTS

        A Participant may be granted an Award in the form of
Dividend Equivalents.  Such an Award shall entitle the
Participant to receive cash, Shares, other Awards or other
property equal in value to dividends paid with respect to a
specified number of Shares.  Dividend Equivalents may be awarded
on a free-standing basis or in connection with another Award.
The Committee may provide that Dividend Equivalents shall be
paid or distributed when accrued or shall be deemed to have been
reinvested in additional Shares, Awards or other investment
vehicles, and subject to such restrictions on transferability
and risks of forfeiture, as the Committee may specify.

        XII. TERMS AND CONDITIONS OF PERFORMANCE AWARDS

        A. A Participant may be granted an Award that is subject to
performance conditions specified by the Committee.  The
Committee may use business criteria and other measures of
performance it deems appropriate in establishing any performance
conditions (including, but not Limited to, continuous service
with the Company or its Affiliates, achievement of specific
business objectives, increases in specified indices, attaining
growth rates, and other measurements of Company or Affiliate
performance), and may exercise its discretion to reduce or
increase the amounts payable under any Award subject to
performance conditions, except as otherwise limited under
Paragraphs C and D, below, in the case of a Performance Award
intended to qualify under Code Section 162(m).

        B. Any Performance Award will be forfeited if the Company so
determines in accordance with Article XV or any other condition
set forth in the Award Agreement, or, alternatively, if the
Participant's employment with the Company or its Affiliates
terminates, other than for reasons set forth in Article XIV,


<PAGE>                    17


prior to the expiration of the time period over which the
performance conditions are to be measured.

        C. If the Committee determines that a Performance Award to
be granted to a Key Employee should qualify as "performance-
based compensation" for purposes of Code Section 162(m), the
grant and/or settlement of such Performance Award shall be
contingent upon achievement of preestablished performance goals
and other terms set forth in this Paragraph C.


           1.   Performance Goals Generally. The performance goals
                ---------------------------
for such Performance Awards shall consist of one or more
business criteria and a targeted level or levels of performance
with respect to such criteria, as specified by the Committee
consistent with this Paragraph C.  Performance goals shall be
objective and shall otherwise meet the requirements of Code
Section 162(m), including the requirement that the level or
levels of performance targeted by the Committee result in the
performance goals being "substantially uncertain".  The
Committee may determine that more than one performance goal must
be achieved as a condition to settlement of such Performance
Awards.  Performance goals may differ for Performance Awards
granted to any one Participant or to different Participants.

           2. Business Criteria.  One or more of the following
              ------------------
business criteria for the Company, on a consolidated basis,
and/or for specified Affiliates or business units of the Company
(except with respect to the total shareholder return and
earnings per share criteria), shall be used exclusively by the
Committee in establishing performance goals for such Performance
Awards:  (a) total shareholder return; (b) such total
shareholder return as compared to the total return (on a
comparable basis) of a publicly available index such as, but not
limited to, the Standard & Poor's 500 or the Nasdaq-U.S. Index;
(c) net income; (d) pre-tax earnings; (e) EBITDA; (f) pre-tax
operating earnings after interest expense and before bonuses,
service fees, and extraordinary or special items; (g) operating
margin; (h) earnings per share; (i) return on equity; (j) return
on capital; (k) return on investment; (l) operating income,
excluding the effect of charges for acquired in-process
technology and before payment of executive bonuses; (m) earnings
per share, excluding the effect of charges for acquired in-
process technology and before payment of executive bonuses;
(n) working capital; (o) sales; and (p) total revenues.  The
foregoing business criteria also may be used in establishing
performance goals for Cash Awards granted under Article XII
hereof.

        D. Achievement of performance goals in respect of such
Performance Awards shall be measured over such periods as may be
specified by the Committee.  Performance goals shall be
established on or before the dates that are required or
permitted for "performance-based compensation" under Code
Section 162(m).

        E. Settlement of Performance Awards may be in cash or
Shares, or other property, in the discretion of the Committee.
The Committee may, in its discretion, reduce the amount of a


<PAGE>                     18


settlement otherwise to be made in connection with such
Performance Awards, but may not exercise discretion to increase
any such amount payable in respect of a Performance Award that
is subject to Code Section 162(m).

XIII. TERMS AND CONDITIONS OF CASH AWARDS

        A. The Committee may from time to time authorize the award
of cash payments under the Plan to Participants, subject to such
restrictions and conditions and other terms as the Committee may
determine at the time of authorization (including, but not
limited to, continuous service with the Company or its
Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and
other measurements of Company or Affiliate performance), and
subject to the general provisions of the Plan, the applicable
Award Agreement, and the following specific rules.

        B. Any Cash Award will be forfeited  if Company so
determines in accordance with Article XIII or any other
condition set forth in the Award Agreement, or, alternatively,
if the Participant's employment or engagement with the Company
or its Affiliates terminates, other than for reasons set forth
in Article XIV, prior to the attainment of any goals set forth
in the Award Agreement or prior to the expiration of the
forfeiture or restriction provisions set forth in the Award
Agreement, whichever is applicable.

        C. The Committee, in its discretion, shall have the power to
change the date on which the restrictions contained in the Award
Agreement shall lapse, or the date on which goals are to be
measured, with respect to any Cash Award.

        D. Any Cash Award, if not previously forfeited, shall be
payable in accordance with Article XVI as soon as practicable
after the restrictions lapse or the goals are attained.

        E. The Committee may prescribe such other restrictions,
conditions, and terms applicable to the Cash Awards issued to a
Participant under the Plan that are neither inconsistent with
nor prohibited by the Plan or the Award Agreement, including,
without limitation, terms providing for a lapse of the
restrictions, or a measurement of the goals, in installments.

XIV. TERMINATION OF EMPLOYMENT

        Except as may otherwise be (i) provided in Article VII for
Options, (ii) provided for under the Award Agreement, or
(iii) permitted pursuant to Paragraphs A through C of this
Article XIV (subject to the limitations under the Code for
Incentive Options), if the employment of a Participant
terminates, all unexpired, unpaid, unexercised, or deferred
Awards shall be canceled immediately.


<PAGE>                       19


        A. Retirement Under a Company or Affiliate Retirement Plan.
When a Participant's employment terminates as a result of
retirement as defined under a Company or Affiliate retirement
plan, the Committee may permit Awards to continue in effect
beyond the date of retirement in accordance with the applicable
Award Agreement, and/or the exercisability and vesting of any
Award may be accelerated.

        B. Resignation In the Best Interests of the Company or an
Affiliate.  When a Participant resigns from the Company or an
Affiliate and, in the judgment of the chief executive officer or
other senior officer designated by the Committee, the
acceleration and/or continuation of outstanding Awards would be
in the best interests of the Company, the Committee may
(i) authorize, where appropriate, the acceleration and/or
continuation of all or any part of Awards granted prior to such
termination and (ii) permit the exercise, vesting, and payment
of such Awards for such period as may be set forth in the
applicable Award Agreement, subject to earlier cancellation
pursuant to Article XV or at such time as the Committee shall
deem the continuation of all or any part of the Participants
Awards are not in the Company's or its Affiliate's best
interests.

        C. Death or Disability of a Participant.

           1.   In the event of a Participant's death, the
Participant's estate or beneficiaries shall have a period up to
the earlier of (i) the expiration date specified in the Award
Agreement, or (ii) the expiration date specified in Paragraph H
of Article VII, within which to receive or exercise any
outstanding Awards held by the Participant under such terms as
may be specified in the applicable Award Agreement.  Rights to
any such outstanding Awards shall pass by will or the laws of
descent and distribution in the following order:  (a) to
beneficiaries so designated by the Participant; (b) to a legal
representative of the Participant; or (c) to the persons
entitled thereto as determined by a court of competent
jurisdiction.  Awards so passing shall be made at such times and
in such manner as if the Participant were living.

            2.   In the event a Participant is determined by the
Company to be Disabled, and subject to the limitations of
Paragraph G of Article VII, Awards may be paid to, or exercised
by, the Participant, if legally competent, or by a legally
designated guardian or other representative if the Participant
is legally incompetent by virtue of such Disability.

            3.   After the death or Disability of a Participant, the
Committee may in its sole discretion at any time (i) terminate
restrictions in Award Agreements; (ii) accelerate any or all
installments and rights; and/or (iii) instruct the Company to
pay the total of any accelerated payments in a lump sum to the
Participant, the Participant's estate, beneficiaries or
representative, notwithstanding that, in the absence of such
termination of restrictions or acceleration of payments, any or


<PAGE>                      20


all of the payments due under the Awards ultimately might have
become payable to other beneficiaries.

XV. CANCELLATION AND RESCISSION OF AWARDS

        Unless the Award Agreement specifies otherwise, the
Committee may cancel any unexpired, unpaid, unexercised, or
deferred Awards at any time if the Participant is not in
compliance with the applicable provisions of the Award
Agreement, the Plan, or with the following conditions:

        A. A Participant shall not breach any protective agreement
entered into between him or her and the Company or any
Affiliates, or render services for any organization or engage
directly or indirectly in any business which, in the judgment of
the chief executive officer of the Company or other senior
officer designated by the Committee, is or becomes competitive
with the Company, or which organization or business, or the
rendering of services to such organization or business, is or
becomes otherwise prejudicial to or in conflict with the
interests of the Company.  For a Participant whose employment
has terminated, the judgment of the chief executive officer
shall be based on terms of the protective agreement, if
applicable, or on the Participant's position and
responsibilities while employed by the Company or its
Affiliates, the Participant's post-employment responsibilities
and position with the other organization or business, the extent
of past, current, and potential competition or conflict between
the Company and the other organization or business, the effect
of the Participants assuming the post employment position on the
Company's or its Affiliates customers, suppliers, investors, and
competitors, and such other considerations as are deemed
relevant given the applicable facts and circumstances.  A
Participant may, however, purchase as an investment or
otherwise, stock or other securities of any organization or
business so long as they are listed upon a recognized securities
exchange or traded over-the-counter, and such investment does
not represent a substantial investment to the Participant or a
greater than one percent (1%) equity interest in the
organization or business.

        B. A Participant shall not, without prior written
authorization from the Company, disclose to anyone outside the
Company or its Affiliates, or use in other than the Company's or
Affiliate's business, any confidential information or materials
relating to the business of the Company or its Affiliates,
acquired by the Participant either during or after employment or
engagement with the Company or its Affiliates.

        C. A Participant shall disclose promptly and assign to the
Company all right, title, and interest in any invention or idea,
patentable or not, made or conceived by the Participant during
employment with the Company or an Affiliate, relating in any
manner to the actual or anticipated business, research, or
development work of the Company or its Affiliates, and shall do
anything reasonably necessary to enable the Company or its
Affiliates to secure a patent, trademark, copyright, or other


<PAGE>                     21


protectable interest where appropriate in the United States and
in foreign countries.

Upon exercise, payment, or delivery pursuant to an Award, the
Participant shall certify on a form acceptable to the Committee
that he or she is in compliance with the terms and conditions of
the Plan, including the provisions of Paragraphs A, B and C of
this Article XV.  Failure to comply with the provisions of
Paragraphs A, B or C of this Article XV prior to, or during the
one (1) year period after, any exercise, payment, or delivery
pursuant to an Award shall cause such exercise, payment, or
delivery to be rescinded.  The Company shall notify the
Participant in writing of any such rescission within two (2)
years after such exercise, payment, or delivery.  Within ten
(10) days after receiving such a notice from the Company, the
Participant shall pay to the Company the amount of any gain
realized or payment received as a result of the rescinded
exercise, payment, or delivery pursuant to the Award.  Such
payment shall be made either in cash or by returning to the
Company the number of Shares of Common Stock that the
Participant received in connection with the rescinded exercise,
payment, or delivery.

XVI. PAYMENT OF RESTRICTED STOCK, RIGHTS, PERFORMANCE AWARDS AND CASH
     AWARDS

        Payment of Restricted Stock, Rights, Performance Awards and
Cash Awards may be made, as the Committee shall specify, in the
form of cash, Shares of Common Stock, or combinations thereof;
provided, however, that a fractional Share of Common Stock shall
be paid in cash equal to the Fair Market Value of the fractional
Share of Common Stock at the time of payment.

XVII. WITHHOLDING

        Except as otherwise provided by the Committee,

        A. The Company shall have the power and right to deduct or
withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes
required by law to be withheld with respect to any grant,
exercise, or payment made under or as a result of this Plan; and

        B. In the case of payments of Awards, or upon any other
taxable event hereunder, a Participant may elect, subject to the
approval in advance by the Committee, to satisfy the withholding
requirement, if any, in whole or in part, by having the Company
withhold Shares of Common Stock that would otherwise be
transferred to the Participant having a Fair Market Value, on
the date the tax is to be determined, equal to the minimum
marginal tax that could be imposed on the transaction.  All
elections shall be made in writing and signed by the
Participant.


<PAGE>                      22


XVIII. SAVINGS CLAUSE; COMPLIANCE WITH LAW

        This Plan is intended to comply in all respects with
applicable law and regulations, including, (1) with respect to
those Participants who are officers or directors for purposes of
Section 16 of the Exchange Act, Rule 16b-3 of the Securities and
Exchange Commission, if applicable, and (ii) with respect to
executive officers, Code Section 162(m).  In case any one or
more provisions of this Plan shall be held invalid, illegal, or
unenforceable in any respect under applicable law and regulation
(including Rule 16b-3 and Code Section 162(m)), the validity,
legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby and the invalid,
illegal, or unenforceable provision shall be deemed null and
void; however, to the extent permitted by law, any provision
that could be deemed null and void shall first be construed,
interpreted, or revised retroactively to permit this Plan to be
construed in compliance with all applicable law (including
Rule 16b-3 and Code Section 162(m)) so as to foster the intent
of this Plan.  Notwithstanding anything herein to the contrary,
with respect to Participants who are officers and directors for
purposes of Section 16 of the Exchange Act, if applicable; and
if required to comply with rules promulgated thereunder, no
grant of, or Option to purchase, Shares shall permit
unrestricted ownership of Shares by the Participant for at least
six (6) months from the, date of grant or Option, unless the
Board determines that the grant of, or Option to purchase,
Shares otherwise satisfies the then current Rule 16b-3
requirements.

        The Committee may grant Awards and the Company may deliver
Shares under the Plan only in compliance with all applicable
federal and state laws and regulations and the rules of all
stock exchanges on which the Company's stock is listed at any
time.  An Option is exercisable only if either (i) a
registration statement pertaining to the Shares to be issued
upon exercise of the Option has been filed with and declared
effective by the Securities and Exchange Commission and remains
effective on the date of exercise, or (ii) an exemption from the
registration requirements of applicable securities laws is
available.  The Company is not required to file such a
registration statement or to assure the availability of such
exemptions.

XIX. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS

        In the event that the outstanding Shares of the Company are
changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another
corporation by reason of any reorganization, merger,
consolidation, recapitalization, spin-off, reclassification,
change in par value, stock split, combination of shares or
dividends payable in capital stock, or the like, appropriate
adjustments to prevent dilution or enlargement of the Awards
granted to, or available for, Participants shall be made in the
manner and kind of Shares for the purchase of which Awards may
be granted under the Plan, and, in addition, appropriate


<PAGE>                     23


adjustment shall be made in the number and kind of Shares and in
the Option price per share subject to outstanding Options.  The
foregoing notwithstanding, no such adjustment shall be made in
an Incentive Option which shall, within the meaning of
Section 424 of the Code, constitute such a modification,
extension, or renewal of an Option as to cause it to be
considered as the grant of a new Option.

        Notwithstanding anything herein to the contrary, the
Company may, in its sole discretion, accelerate the timing of
the exercise provisions of any Award in the event of a tender
offer for the Company's Shares, the adoption of a plan of merger
or consolidation under which a majority of the Shares of the
Company would be eliminated, or a sale of all or any portion of
the Company's assets or capital stock.  Alternatively, the
Company may, in its sole discretion, cancel any or all Awards
upon any of the foregoing events and provide for the payment to
Participants in cash of an amount equal to the value or
appreciated value, whichever is applicable, of the Award, as
determined in good faith by the Committee, at the close of
business on the date of such event.  The preceding two sentences
of this Article XX notwithstanding, the Company shall be
required to accelerate the timing of the exercise provisions of
any Award if (i) any such business combination is to be
accounted for as a pooling-of-interests under APB Opinion 16 and
(ii) the timing of such acceleration does not prevent such
pooling-of-interests treatment.

        Upon a business combination by the Company or any of its
Affiliates with any corporation or other entity through the
adoption of a plan of merger or consolidation or a share
exchange or through the purchase of all or substantially all of
the capital stock or assets of such other corporation or entity,
the Board or the Committee may, in its sole discretion, grant
Options pursuant hereto to all or any persons who, on the
effective date of such transaction, hold outstanding options to
purchase securities of such other corporation or entity and who,
on and after the effective date of such transaction, will become
employees or directors of, or consultants or advisors to, the
Company or its Affiliates.  The number of Shares subject to such
substitute Options shall be determined in accordance with the
terms of the transaction by which the business combination is
effected.  Notwithstanding the other provisions of this Plan,
the other terms of such substitute Options shall be
substantially the same as or economically equivalent to the
terms of the options for which such Options are substituted, all
as determined by the Board or by the Committee, as the case may
be.  Upon the grant of substitute Options pursuant hereto, the
options to purchase securities of such other corporation or
entity for which such Options are substituted shall be canceled
immediately.

XX. DISSOLUTION OR LIQUIDATION OF THE COMPANY

        Upon the dissolution or liquidation of the Company other
than in connection with a transaction to which Article XX is
applicable, all Awards granted hereunder shall terminate and
become null and void; provided, however, that if the rights of a


<PAGE>                      25


Participant under the applicable Award have not otherwise
terminated and expired, the Participant may, if the Committee,
in its sole discretion so permits, have the right immediately
prior to such dissolution or liquidation to exercise any Award
granted hereunder to the extent that the right thereunder has
become exercisable as of the date immediately prior to such
dissolution or liquidation.

XXI. TERMINATION OF THE PLAN

        The Plan shall terminate ten (10) years from the earlier of
the date of its adoption by the Board or the date of its
approval by the shareholders.  The Plan may be terminated at an
earlier date by vote of the shareholders or the Board; provided,
however, that any such earlier termination shall not affect any
Award Agreements executed prior to the effective date of such
termination.  Notwithstanding anything in this Plan to the
contrary, any Options granted prior to the effective date of the
Plan's termination may be exercised until the earlier of (i) the
date set forth in the Award Agreement, or (ii) in the case of an
Incentive Option, ten (10) years from the date the Option is
granted; and the provisions of the Plan with respect to the full
and final authority of the Committee under the Plan shall
continue to control.

XXII. AMENDMENT OF THE PLAN

        The Plan may be amended by the Board and such amendment
shall become effective upon adoption by the Board; provided,
however, that any amendment shall be subject to the approval of
the shareholders of the Company at or before the next annual
meeting of the shareholders of the Company if such shareholder
approval is required by the Code, any federal or state law or
regulation, the rules of any stock exchange or automated
quotation system on which the Shares may be listed or quoted, or
if the Board, in its discretion, determines to submit such
changes to the Plan to its shareholders for approval.

XXIII. EMPLOYMENT RELATIONSHIP

        Nothing herein contained shall be deemed to prevent the
Company or an Affiliate from.  terminating the employment of a
Participant, nor to prevent a Participant from terminating the
Participant's employment with the Company or an Affiliate.

XXIV. 	INDEMNIFICATION OF COMMITTEE

        In addition to such other rights of indemnification as they
may have as directors or as members of the Committee, the
members of the Committee shall be indemnified by the Company
against all reasonable expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by


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reason of any action taken by them as directors or members of
the Committee and against all amounts paid by them in settlement
thereof (provided such settlement is approved by the Board) or
paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that the
director or Committee member is liable for gross negligence or
willful misconduct in the performance of his or her duties.  To
receive such indemnification, a director or Committee member
must first offer in writing to the Company the opportunity, at
its own expense, to defend any such action, suit or proceeding.

XXV. UNFUNDED PLAN

        Insofar as it provides for payments in cash in accordance
with Article XVI, or otherwise, the Plan shall be unfunded.
Although bookkeeping accounts may be established with respect to
Participants who are entitled to cash, Common Stock, or rights
thereto under the Plan, any such accounts shall be used merely
as a bookkeeping convenience.  The Company shall not be required
to segregate any assets that may at any time be represented by
cash, Common Stock, or rights thereto, nor shall the Plan be
construed as providing for such segregation, nor shall the
Company, the Board, or the Committee be deemed to be a trustee
of any cash, Common Stock, or rights thereto to be granted under
the Plan.  Any liability of the Company to any Participant with
respect to a grant of cash, Common Stock, or rights thereto
under the Plan shall be based solely upon any contractual
obligations that may be created by the Plan and any Award
Agreement; no such obligation of the Company shall be deemed to
be secured by any pledge or other encumbrance on any property of
the Company.  Neither the Company nor the Board nor the
Committee shall be required to give any security or bond for the
performance of any obligation that may be created by the Plan.

XXVI. 	MITIGATION OF EXCISE TAX

        If any payment or right accruing to a Participant under
this Plan (without the application of this Article XXVI), either
alone or together with other payments or rights accruing to the
Participant from the Company or an Affiliate, would constitute a
"parachute payment" (as defined in Section 280G of the Code and
regulations thereunder), such payment or right shall be reduced
to the largest amount or greatest right that will result in no
portion of the amount payable or right accruing under the Plan
being subject to an excise tax under Section 4999 of the Code or
being disallowed as a deduction under Section 280G of the Code.
The determination of whether any reduction in the rights or
payments under this Plan is to apply shall be made by the
Company.  The Participant shall cooperate in good faith with the
Company in making such determination and providing any necessary
information for this purpose.


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XXVII. GOVERNING LAW

        This Plan shall be governed by the laws of the State of
Florida and construed in accordance therewith.

Adopted effective as of this ________ day of September, 1999.




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