EXHIBIT 10.7
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                             SOLITRON DEVICES, INC.
                             2000 STOCK OPTION PLAN


     1. ESTABLISHMENT, EFFECTIVE DATE AND TERM

     SOLITRON DEVICES, INC., a Delaware corporation ("SOLITRON") hereby
establishes the "Solitron Devices, Inc. 2000 Stock Option Plan" (the "Plan").
The effective date of the Plan shall be July 10, 2000 (the "Effective Date"),
which is the date that the Plan was approved and adopted by the Board of
Directors of Solitron (the "Board"). Unless earlier terminated pursuant to
Section 16 hereof, the Plan shall terminate on July 9, 2010.

     2. PURPOSE

     The purpose of the Plan is to advance the interests of Solitron by
providing Eligible Individuals (as defined in Section 6 below) with an
opportunity to acquire or increase a proprietary interest in Solitron, which
thereby will create a stronger incentive to expend maximum effort for the growth
and success of Solitron and Solitron's subsidiaries, and will encourage such
individuals to remain in the employ of Solitron or one or more of its
subsidiaries.

     3. TYPE OF OPTIONS

     Each stock option granted under the Plan (an "Option") shall a
non-qualified stock option which is not intended to meet the requirements of
Section 422 of the Code

     4. ADMINISTRATION

                        (a)         Board. The Plan shall be administered by the
                                    Board, which shall have the full power and
                                    authority to take all actions, and to make
                                    all determinations required or provided for
                                    under the Plan or any Option granted or
                                    Option Agreement (as defined in Section 8
                                    below) entered into under the Plan and all
                                    such other actions and determinations not
                                    inconsistent with the specific terms and
                                    provisions of the Plan deemed by the Board
                                    to be necessary or appropriate to the
                                    administration of the Plan or any Option
                                    granted or Option Agreement entered into
                                    hereunder. The Board may correct any defect
                                    or supply any omission or reconcile any
                                    inconsistency in the Plan or in any Option
                                    Agreement in the manner and to the extent it
                                    shall deem expedient to carry the Plan into
                                    effect and shall be the sole and final judge
                                    of such expediency.

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

                        (b)         Committees. The Board may, in its
                                    discretion, from time to time appoint one or
                                    more committees (the "Committees"). Where
                                    appropriate, any reference to the Board in
                                    this Plan or an Option Agreement shall also
                                    mean such Committees as appointed by the
                                    Board. The Board shall appoint a committee
                                    consisting of not less than two members of
                                    the Board, none of whom shall be an officer
                                    or other salaried employee of Solitron, any
                                    "subsidiary corporation" of Solitron as
                                    defined in Section 424 of the Code (a
                                    "Subsidiary") or any "parent corporation" of
                                    Solitron as defined in Section 424 of the
                                    Code (a "Parent") (Solitron, Parent and
                                    Subsidiary are collectively referred to as
                                    the "Company"), and each of whom shall
                                    qualify in all respects as a "non-employee
                                    director" and an "outside director" as
                                    defined in Rule 16b-3 promulgated under the
                                    Securities Exchange Act of 1934, as amended
                                    (the "Exchange Act"), and an "outside
                                    director" for purposes of Section 162(m) of
                                    the Code (the "Outside Director Committee").
                                    The Board, in its sole discretion, may
                                    provide that the role of the Committees
                                    shall be limited to making recommendations
                                    to the Board concerning any determinations
                                    to be made and actions to be taken by the
                                    Board pursuant to or with respect to the
                                    Plan, or the Board may delegate to the
                                    Committees such powers and authorities
                                    related to the administration of the Plan,
                                    as set forth in Section 4(a) above, as the
                                    Board shall determine, consistent with the
                                    Articles of Incorporation and By-Laws of
                                    Solitron and applicable law. The Board may
                                    remove members, add members, and fill
                                    vacancies on the Committees from time to
                                    time, all in accordance with Solitron's
                                    Articles of Incorporation and By-Laws, and
                                    with applicable law. The majority vote of a
                                    Committee, or acts reduced to or approved in
                                    writing by a majority of the members of a
                                    Committee, shall be the valid acts of the
                                    Committee.

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

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

     5. COMMON STOCK

     The capital stock of Solitron that may be issued pursuant to Options
granted under the Plan shall be shares of common stock, par value of $0.01 per
share, of Solitron (the "Common Stock"), which shares may be treasury shares or
authorized but unissued shares. The total number of shares of Common Stock that
may be issued pursuant to Options granted under the Plan shall be seven hundred
thousand (700,000) shares, subject to adjustment as provided in Section 17
below. If any Option expires, terminates, or is terminated or canceled for any
reason prior to exercise in full, the shares of Common Stock that were subject
to the unexercised portion of such Option shall be available for future Options
granted under the Plan.

     6. ELIGIBILITY

     Options may be granted under the Plan to (i) any employee, officer, or
director (employee and non-employee directors) of the Company, and (ii) any
independent contractor or consultant performing services for the Company as
determined by the Board from time to time on the basis of their importance to
the business of Solitron (collectively, "Eligible Individuals"). An individual
may hold more than one Option, subject to such restrictions as are provided
herein.

     7. GRANT OF OPTIONS

     Subject to the terms and conditions of the Plan, the Board may, at any time
and from time to time, prior to the date of termination of the Plan, grant to
such Eligible Individuals as the Board may determine ("Optionees"), Options to
purchase such number of shares of Common Stock on such terms and conditions as
the Board may determine. The date on which the Board approves the grant of an
Option (or such later date as is specified by the Board) shall be considered the
date on which such Option is granted. Any Option granted to a "covered employee"
as defined in Section 162(m)(3) of the Code ("Covered Employee") shall be made
by the Outside Director Committee. The maximum number of shares of Common Stock
subject to Options that may be granted during any calendar year under the Plan
to any Covered Employee shall be two hundred thousand (200,000).

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     8. OPTION AGREEMENTS

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

     9. OPTION PRICE

     The purchase price of each share of Common Stock subject to an Option (the
"Option Price") shall be fixed by the Board and stated in each Option Agreement.

     10. TERM AND VESTING OF OPTIONS

                        (a)         Option Period. Subject to the provisions of
                                    Section 13 hereof, each Option granted under
                                    the Plan shall terminate and all rights to
                                    purchase shares thereunder shall cease upon
                                    the expiration of ten (10) years from the
                                    date such Option is granted, or on such date
                                    prior thereto as may be fixed by the Board
                                    and stated in the Option Agreement relating
                                    to such Option. Notwithstanding the
                                    foregoing, the Board may in its discretion,
                                    at any time prior to the expiration or
                                    termination of any Option, extend the term
                                    of any such Option for such additional
                                    period as the Board in its discretion may
                                    determine; provided, however, that in no
                                    event shall the aggregate option period with
                                    respect to any Option, including the initial
                                    term of such Option and any extensions
                                    thereof, exceed (10) years.

                        (b)         Vesting Each Option Agreement will specify
                                    the vesting schedule applicable to Options.
                                    Notwithstanding the foregoing, the Board may
                                    in its discretion provide that any vesting
                                    requirement or other such limitation on the
                                    exercise of an Option may be rescinded,
                                    modified or waived by the Board, in its sole
                                    discretion, at any time and from time to
                                    time after the date of grant of such Option,
                                    so as to accelerate the time at which the
                                    Option may be exercised.

     11. MANNER OF EXERCISE AND PAYMENT

                         (a)        Exercise. An Option that is exercisable
                                    hereunder may be exercised by delivery to
                                    Solitron on any business day, at its
                                    principal office, addressed to the attention
                                    of the Stock Option Administrator, of
                                    written notice of exercise, which notice
                                    shall

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                                    specify the number of shares with respect to
                                    which the Option is being exercised, and
                                    shall be accompanied by payment in full of
                                    the Option Price of the shares for which the
                                    Option is being exercised, by one or more of
                                    the methods provided below. The minimum
                                    number of shares of Common Stock with
                                    respect to which an Option may be exercised,
                                    in whole or in part, at any time shall be
                                    the lesser of one hundred (100) shares or
                                    the maximum number of shares available for
                                    purchase under the Option at the time of
                                    exercise.

                        (b)         Payment. Payment of the Option Price for the
                                    shares of Common Stock purchased pursuant to
                                    the exercise of an Option shall be made (i)
                                    in cash or in cash equivalents; (ii) to the
                                    extent permitted by applicable law and
                                    agreed to by the Board in its sole and
                                    absolute discretion, through the tender to
                                    Solitron of shares of Common Stock, which
                                    shares shall be valued, for purposes of
                                    determining the extent to which the Option
                                    Price has been paid thereby, at their fair
                                    market value (determined in the manner
                                    described below) on the date of exercise;
                                    (iii) to the extent permitted by applicable
                                    law and agreed to by the Board in its sole
                                    and absolute discretion, by delivering a
                                    written direction to Solitron that the
                                    Option be exercised pursuant to a "cashless"
                                    exercise/sale procedure (pursuant to which
                                    funds to pay for exercise of the Option are
                                    delivered Solitron by a broker upon receipt
                                    of stock certificates from Solitron) or a
                                    "cashless" exercise/loan procedure (pursuant
                                    to which the Optionees would obtain a margin
                                    loan from a broker to fund the exercise)
                                    through a licensed broker acceptable to
                                    Solitron whereby the stock certificate or
                                    certificates for the shares of Common Stock
                                    for which the Option is exercised will be
                                    delivered to such broker as the agent for
                                    the individual exercising the Option and the
                                    broker will deliver to Solitron cash (or
                                    cash equivalents acceptable to Solitron)
                                    equal to the Option Price for the shares of
                                    Common Stock purchased pursuant to the
                                    exercise of the Option plus the amount (if
                                    any) of federal and other taxes that
                                    Solitron may, in its judgment, be required
                                    to withhold with respect to the exercise of
                                    the Option; (iv) to the extent permitted by
                                    applicable law and agreed to by the Board in
                                    its sole and absolute discretion, by the
                                    delivery of a promissory note of the
                                    Optionee to Solitron on such terms as the
                                    Board shall specify in its sole and absolute
                                    discretion; or (v) by a combination of the
                                    methods described in clauses (i), (ii),
                                    (iii) and (iv). If the Common Stock is then
                                    listed on any national securities exchange,
                                    the fair market value shall be the closing
                                    price of a share of Common Stock on such
                                    exchange on the last trading day immediately
                                    prior to the date

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                                    of grant. If the Common Stock is not listed
                                    on any such exchange, the fair market value
                                    shall be determined in good faith by the
                                    Board. Payment in full of the Option Price
                                    need not accompany the written notice of
                                    exercise if the Option is exercised pursuant
                                    to the "cashless" exercise/sale procedure
                                    described above. An attempt to exercise any
                                    Option granted hereunder other than as set
                                    forth above shall be invalid and of no force
                                    and effect.



                        (c)         Issuance of Certificates. Promptly after the
                                    exercise of an Option, the individual
                                    exercising the Option shall be entitled to
                                    the issuance of a certificate or
                                    certificates evidencing his ownership of
                                    such shares of Common Stock. An individual
                                    holding or exercising an Option shall have
                                    none of the rights of a stockholder until
                                    the shares of Common Stock covered thereby
                                    are fully paid and issued to him and, except
                                    as provided in Section 17 below, no
                                    adjustment shall be made for dividends or
                                    other rights for which the record date is
                                    prior to the date of such issuance.

     12. TRANSFERABILITY OF OPTIONS

     Unless otherwise permitted by the Board in its sole and absolute
discretion, no Option shall be assignable or transferable by the Optionee to
whom it is granted, other than by will or the laws of descent and distribution.

     13. TERMINATION OF EMPLOYMENT, DEATH, OR DISABILITY

                        (a)         General. Unless otherwise provided in an
                                    Option Agreement, upon the termination of
                                    the employment or other service of an
                                    Optionee with Company, other than by reason
                                    of Cause (as defined below), death or
                                    "permanent and total disability" (within the
                                    meaning of Section 22(e)(3) of the Code) of
                                    such Optionee, any Option granted to such
                                    Optionee which has vested as of the date
                                    upon which the termination occurs shall be
                                    exercisable for a period not to exceed
                                    thirty (30) days after such termination.
                                    Upon such termination the Optionee's
                                    unvested Options shall expire and the
                                    Optionee shall have no further right to
                                    purchase shares of Common Stock pursuant to
                                    such unvested Option. Notwithstanding the
                                    provisions of this Section 13, the Board may
                                    provide, in its discretion, that following
                                    the termination of employment or service of
                                    an Optionee with Company (for any reason),
                                    an Optionee may exercise an Option, in whole
                                    or in part, at any time subsequent to such
                                    termination of employment or service and
                                    prior to termination of the Option pursuant
                                    to Section 10(a) above, either subject to or
                                    without

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                                    regard to any vesting or other limitation on
                                    exercise imposed pursuant to Section 10(b)
                                    above. Unless otherwise determined by the
                                    Board, temporary absence from employment or
                                    service because of illness, vacation,
                                    approved leaves of absence, military service
                                    and transfer of employment shall not
                                    constitute a termination of employment or
                                    service with the Company.

                        (b)         Cause. Upon termination of the employment or
                                    other service of an Optionee with the
                                    Company for Cause, any Option granted to the
                                    Optionee shall expire immediately and the
                                    Optionee shall have no further right to
                                    purchase shares of Common Stock pursuant to
                                    such Options. For purposes of the Plan,
                                    "Cause" means (i) failure or refusal of the
                                    Optionee to perform the duties and
                                    responsibilities that the Company requires
                                    to be performed by him, (ii) gross
                                    negligence or willful misconduct by the
                                    Optionee in the performance of his duties,
                                    (iii) commission by the Optionee of an act
                                    of dishonesty affecting the Company, or the
                                    commission of an act constituting common law
                                    fraud or a felony, or (iv) the Optionee's
                                    commission of an act (other than the good
                                    faith exercise of his business judgment in
                                    the exercise of his responsibilities)
                                    resulting in material damages to the
                                    Company. Notwithstanding the above, if an
                                    Optionee and the Company have entered into
                                    an employment or consulting agreement which
                                    defines the term "Cause" for purposes of
                                    such employment or consulting agreement,
                                    "Cause" shall be defined pursuant to the
                                    definition in such employment agreement with
                                    respect to such Optionee's Options. The
                                    Board shall determine whether Cause exists
                                    for purposes of this Plan.

                        (c)         Death or Disability. If an Optionee's
                                    employment or service with the Company
                                    terminates by reason of death or "permanent
                                    and total disability" (within the meaning of
                                    Section 22(e)(3) of the Code), any Option
                                    granted to such Optionee which has vested as
                                    of the date upon which the termination
                                    occurs shall be exercisable for a period not
                                    to exceed one (1) year after such
                                    termination. Upon such termination, the
                                    Optionee's unvested Options shall expire and
                                    the Optionee (and his or her beneficiaries)
                                    shall have no further right to purchase
                                    shares of Common Stock pursuant to such
                                    unvested Option. In the event the Optionee's
                                    employment is terminated by reason of death,
                                    any vested Options held by such Optionee at
                                    the date of such Optionee's death may be
                                    exercised, in whole or in part, by the
                                    Optionee's estate, the devisee named in the
                                    Optionee's valid last will and testament or
                                    the Optionee's heir at law who inherits the
                                    Option any portion of the Option.

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     14. USE OF PROCEEDS

     The proceeds received by Solitron from the sale of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of Solitron.

     15. REQUIREMENTS OF LAW

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

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

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                                    Company shall not be obligated to take any
                                    affirmative action in order to cause the
                                    exercisability or vesting of an Option or to
                                    cause the exercise of an Option or the
                                    issuance of shares pursuant thereto to
                                    comply with any law or regulation of any
                                    governmental authority.

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

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

     16. AMENDMENT AND TERMINATION OF THE PLAN

     The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Common Stock as to which Options have not
been granted; provided, however, that the approval by a majority of the votes
present and entitled to vote at a duly held meeting of the stockholders of
Solitron at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the amendment, or
by written consent in accordance with applicable state law and the Articles of
Incorporation and By-Laws of Solitron shall be required for any amendment if
approval of such amendment is necessary to comply with federal or state law or
with the rules of any stock exchange or automated quotation system on which the
Common Stock may be listed or traded. Except as permitted under Section 17
hereof, no amendment, suspension or termination of the Plan shall, without the
consent of the holder of the Option, alter or impair rights or obligations under
any Option theretofore granted under the Plan.

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

                        (a)         Recapitalization. If the outstanding shares
                                    of Common Stock are increased or decreased
                                    or changed into or exchanged for a different
                                    number or kind of shares or other securities
                                    of Solitron by reason of any
                                    recapitalization, reclassification,
                                    reorganization (other than as described in
                                    Section 17(b) below), stock split, reverse
                                    split, combination of shares, exchange of
                                    shares, stock dividend or other distribution
                                    payable in capital stock of Solitron, or
                                    other increase or decrease in such shares
                                    effected without receipt of consideration by
                                    Solitron, occurring after the Effective
                                    Date, an appropriate and proportionate
                                    adjustment shall be made by the Board (i) in
                                    the aggregate number and kind of shares of
                                    Common Stock available under the Plan, (ii)
                                    in the number and kind of shares of Common
                                    Stock issuable upon exercise of outstanding
                                    Options granted under the Plan, and (iii) in
                                    the Option Price per share of outstanding
                                    Options granted under the Plan.

                        (b)         Reorganization. Unless otherwise provided in
                                    an Option Agreement, in the event of a
                                    Reorganization (as defined below) of
                                    Solitron, the Board may in its sole and
                                    absolute discretion, provide on a case by
                                    case basis that some or all outstanding
                                    Options may become immediately exercisable,
                                    without regard to any limitation on exercise
                                    imposed pursuant to Section 10(b). In the
                                    event of a Reorganization of Solitron, the
                                    Board may, in its sole and absolute
                                    discretion, provide on a case by case basis
                                    that Options shall terminate upon a
                                    Reorganization, provided however, that
                                    Optionee shall have the right, immediately
                                    prior to the occurrence of such
                                    Reorganization and during such reasonable
                                    period as the Board in its sole discretion
                                    shall determine and designate, to exercise
                                    any vested Option in whole or in part. In
                                    the event that the Board does not terminate
                                    an Option upon a Reorganization of Solitron,
                                    then each outstanding Option shall upon
                                    exercise thereafter entitle the holder
                                    thereof to such number of shares of Common
                                    Stock or other securities or property to
                                    which a holder of shares of Common Stock
                                    would have been entitled to upon such
                                    Reorganization. For purposes of this Plan a
                                    "Reorganization" of an entity shall be
                                    deemed to occur if such entity is a party to
                                    a merger, consolidation, reorganization, or
                                    other business combination with one or more
                                    entities in which said entity is not the
                                    surviving entity, if such entity disposes of
                                    substantially all of its assets, or if such
                                    entity is a party to a spin-off, split-off,
                                    split-up or similar transaction; provided,
                                    however, that the transaction shall not be a
                                    Reorganization if Solitron, any Parent or
                                    any Subsidiary is the surviving entity.

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                        (c)         Change in Control. Unless otherwise provided
                                    in an Option Agreement, in the event of a
                                    Change in Control (as defined below) of
                                    Solitron, the Board may, in its sole and
                                    absolute discretion, provide on a case by
                                    case basis that some or all outstanding
                                    Options may become immediately exercisable,
                                    without regard to any limitation on exercise
                                    imposed pursuant to Section 10(b). In the
                                    event of a Change in Control of Solitron,
                                    the Board may, in its sole and absolute
                                    discretion, provide on a case by case basis
                                    that Options shall terminate, provided
                                    however, that Optionee shall have the right
                                    for a reasonable period as the Board in its
                                    sole discretion shall determine and
                                    designate, to exercise any vested Option in
                                    whole or in part. For purposes of the Plan,
                                    a "Change in Control" shall be deemed to
                                    occur if any person shall acquire direct or
                                    indirect beneficial ownership (whether as a
                                    result of stock ownership, revocable or
                                    irrevocable proxies or otherwise) of
                                    securities of an entity, pursuant to one or
                                    more transactions, such that after
                                    consummation and as a result of such
                                    transaction, such person has direct or
                                    indirect beneficial ownership of 50% or more
                                    of the total combined voting power with
                                    respect to the election of directors of the
                                    issued and outstanding securities of
                                    Solitron. For purposes of the Plan, a
                                    "person" shall mean any person, corporation,
                                    partnership, joint venture or other entity
                                    or any group (as such term is defined for
                                    purposes of Section 13(d) of the Exchange
                                    Act), other than a Parent or Subsidiary,
                                    "beneficial ownership" shall be determined
                                    in accordance with Rule 13d-3 under the
                                    Exchange Act.

                        (d)         Change in Status of Parent or Subsidiary.
                                    Unless otherwise provided in an Option
                                    Agreement, in the event of a Change in
                                    Control or Reorganization of a Parent or
                                    Subsidiary, or in the event that a Parent or
                                    Subsidiary ceases to be a Parent or
                                    Subsidiary as defined in Section 424 of the
                                    Code, the Board may, in its sole and
                                    absolute discretion, (i) provide on a case
                                    by case basis that some or all outstanding
                                    Options held by an optionee employed by or
                                    performing service for such Parent or
                                    Subsidiary may become immediately
                                    exercisable, without regard to any
                                    limitation on exercise imposed pursuant to
                                    Section 10(b) and/or (ii) treat the
                                    employment or other services of an Optionee
                                    employed by such Parent or Subsidiary as
                                    terminated (and such Optionee shall have the
                                    right to exercise his or her Options in
                                    accordance with Section 13(a) of the Plan)
                                    if such Optionee is not employed by Solitron
                                    or any Parent or Subsidiary immediately
                                    after such event.

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                        (e)         Dissolution or Liquidation. Upon the
                                    dissolution or liquidation of Solitron, the
                                    Plan and all Options outstanding hereunder
                                    shall terminate. In the event of any
                                    termination of the Plan under this Section
                                    17(e), each individual holding an Option
                                    shall have the right, immediately prior to
                                    the occurrence of such termination and
                                    during such reasonable period as the Board
                                    in its sole discretion shall determine and
                                    designate, to exercise such Option in whole
                                    or in part, whether or not such Option was
                                    otherwise exercisable at the time such
                                    termination occurs and without regard to any
                                    vesting or other limitation on exercise
                                    imposed pursuant to Section 10(b) above.

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

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

     18. DISCLAIMER OF RIGHTS

     No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Company or to interfere in
any way with the right and authority of the Company either to increase or
decrease the compensation of any individual, including any Option holder, at any
time, or to terminate any employment or other relationship between any
individual and the Company. A holder of an Option shall not be deemed for any
purpose to be a stockholder of Solitron with respect to such Option except to
the extent that such Option shall have been exercised with respect thereto and,
in addition, a stock certificate shall have been issued theretofore and
delivered to the holder. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 17 hereof.

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     19. NONEXCLUSIVITY OF THE PLAN

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

     20. SEVERABILITY

     If any provision of the Plan or any Option Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

     21. NOTICES

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