EXHIBIT 10.5

                                    EXHIBIT A

                           LONG TERM INCENTIVE PLAN OF
                     SUCCESS DEVELOPMENT INTERNATIONAL, INC.

                                   I. GENERAL

      1.1    PURPOSE OF THE PLAN

      The purpose of the Long-Term Incentive Plan (the "Plan") of Success
Development International, Inc. (the "Company") is to provide an incentive, in
the form of a proprietary shareholder interest in the Company, to employees of
the Company and/or its subsidiaries, to increase their interest in the Company's
welfare, and to assist the Company and its subsidiaries in attracting and
retaining employees.

      1.2    ADMINISTRATION OF THE PLAN

      The Plan shall be administered by the Board of Directors of the Company or
a committee empowered by the Board of Directors to perform such responsibilities
(collectively, the "Board"). The Board shall have full and final authority in
its discretion, subject to the provisions of the Plan: (a) to determine
individuals to whom and the time or times at which options or restricted stock
shall be granted and exercised and the number of shares and exercise price, if
any, of the common stock, $.OO1 par value, of the Company ("Common Stock"),
covered by each option or grant of restricted stock; (b) to determine the terms
of the option or restricted stock agreements, which need not be identical,
including, without limitation, terms covering vesting, exercise dates, if any,
and exercise prices, if any; (c) to decide all questions of fact arising in the
application of the Plan; and (d) to administer and interpret the Plan in all
respects. All determinations made by the Board shall be final and conclusive.

      The Board shall meet once each fiscal year, and at such additional times
as it may determine or as is requested by the chief executive officer of the
company, to designate the eligible employees, if any, to be granted awards under
the Plan and the type and amount of such awards and the time when awards will be
granted. All awards granted under the Plan shall be on the terms and subject to
the conditions hereinafter provided.

      1.3    ELIGIBLE PARTICIPANTS

      Employees of the Company and the Company's subsidiaries shall be eligible
to participate in the Plan. Directors and independent contractors of the Company
and the Company's subsidiaries shall be eligible to participate in Section IV of
the Plan with respect to awards of restricted stock (any person receiving an
award under this Plan hereinafter referred to as a "Participant"). The terms
"subsidiary" or "subsidiaries" shall mean any corporation now existing or
hereafter organized or acquired (other than the Company) in an unbroken chain of
corporations beginning with the Company, if, at the time of option grant, each
of the corporations (including the Company) other than the last corporation in
the unbroken chain owns stock possessing 80% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

      1.4    GRANTS UNDER THE PLAN

      Grants under the Plan may be in the form of incentive stock options (as
described in Article II) ("Incentive Stock Options"), executive stock options
(as described in Section III) ("Executive Stock Options") and/or restricted
stock (as described in Section IV) ("Restricted Stock"), or any combination
thereof.

      1.5    OTHER COMPENSATION PROGRAMS

      The adoption of the Plan contemplates the continuation of any existing
incentive compensation plan(s) of the Company and in no way limits or is limited
by the operation, administration or amendment of any such plan(s). The existence
and terms of the Plan shall not limit the authority of the Board in compensating
employees, directors and/or independent contractors of the Company in such other
forms and amounts as it may determine from time to time.

                                       55
<PAGE>
      1.6    LIMITATIONS ON GRANTS

      The aggregate number of shares of Common Stock, including shares reserved
for issuance pursuant to the exercise of options, which may be granted or issued
under the terms of the Plan, may not exceed 3,200,000 shares, and such shares
hereby are reserved for such purpose. Whenever any outstanding grant or portion
thereof expires, is canceled or forfeited or is otherwise terminated for any
reason without having been exercised or vested or without payment having been
made in respect of the entire grant, the Common Stock allocable to the expired,
forfeited, canceled or otherwise terminated portion of the grant may again be
the subject of further grants hereunder.

       During the period that any grants remain outstanding under the Plan, the
Board may make good faith adjustments with respect to the number of shares of
Common Stock attributable to such grants for purposes of calculating the m
shares of Common Stock available for the granting of future grants under the
Plan.

          1.7  DEFINITIONS

          The following definitions shall apply to the Plan:

          (a) "Disability" shall have the meaning provided in the Company's
applicable disability plan or, in the absence of such a definition, when a
Participant becomes totally disabled (as determined by a physician mutually
acceptable to the Participant and the Company) before attaining his or her 65th
birthday and if such total disability continues for more than three months.
Disability does not include any condition which is intentionally self-inflicted
or caused by illegal acts of the Participant.

          (b) "Fair Market Value" shall mean the value established by the Board
in good faith on such basis as it deems reasonable and appropriate and, in the
case of an Incentive Stock Option, in accordance with Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

          (c) "Retirement" shall have the meaning provided in the Company's
applicable retirement plan or, in the absence of such a definition, the first
day of the month following the month in which the Participant attains his or her
65th birthday.

        (d) "Termination" shall mean, unless otherwise limited herein, when a
Participant ceases being an employee, director or independent contractor, as
applicable, of the Company or any subsidiary for any reason, including, without
limitation, Retirement, discharge, layoff or any other voluntary or involuntary
termination of a Participant's employment or tenure as a director or independent
contractor. Transfer of employment within the Company or among the Company and
any subsidiaries shall not be deemed a Termination.


                           II. INCENTIVE STOCK OPTIONS


      2.1    TERMS AND CONDITIONS

      Subject to the following provisions of this Article II, all Incentive
Stock Options shall be in such form and upon such terms and conditions as the
Board, in its discretion, may from time to time determine.

      2.2    QUALIFIED STOCK OPTIONS

      Incentive Stock Options shall, at the time of grant, be in such form and
upon such terms and conditions as may be required in order that such options
will constitute incentive stock options within the meaning of Section 422 of the
Code. To the extent that the Fair Market Value of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by any
individual during any calendar year (pursuant to the Plan and all other plans of
the Company) exceeds $100,000, such options shall be treated as Executive Stock
Options.

      2.3    OPTION PRICE

     The option price per share shall be at least one hundred percent (100%) of
the Fair Market Value of the Common Stock on the date the Incentive Stock Option
is granted.

                                       56

<PAGE>
       2.4   TERM OF OPTION

      Any Incentive Stock Option granted under the Plan may be exercised no
later than ten (10) years from the date of grant or such shorter period of time
as designated by the time of grant. Subject to Sections 2.7,2.8 and 5.13 hereof
and the stock option governing the grant of the Incentive Stock Options, which
may contemplate vesting rights, options may be exercised in whole or in one or
more parts throughout such rights to exercise an Incentive Stock Option shall
expire at the end of the designated term.

       2.5   PAYMENT

      Payment for shares for which an option is exercised shall be made in
Corporation in such manner and at such time or times as shall be provided by the
time of grant in either (i) cash or its equivalent or (ii) by tendering shares
of previously acquired Common Stock having a Fair Market Value equal to the
exercise price or (iii) by a combination of (i) and (ii). The proceeds from such
payment shall be added to the general Corporation and shall be used for general
corporate purposes.

       2.6   EXERCISE OF OPTION

      Subject to Section 5.13, Incentive Stock Options shall be exercisable in
whole or in part after completion of such periods of service as the Board shall
specify when granting provided, however, that in the absence of any Board
specification to the contrary in a Participant's stock option agreement, and
subject to Sections 2.7 and 2.8, fifty percent (50%) of the shares subject to
the Incentive Stock Option shall have been earned and the Incentive Stock Option
shall become exercisable with respect to such shares on the third annual
anniversary of the date of grant of the Incentive Stock Option and twenty-five
percent (25%) of the shares subject to the Incentive Stock Option shall have
been earned and the Incentive Stock Option shall become exercisable with respect
to such shares on each of the fourth and fifth annual anniversaries of the date
of grant of the Incentive Stock Option. In no ever and notwithstanding Sections
2.7 and 2.8, shall an Incentive Stock Option be exercised after the expiration
of ten (10) years from the date of grant.

       2.7   TERMINATION OF EMPLOYMENT

       A Participant's Incentive Stock Options shall expire three months after
the Termination of the Participant's employment for any reason other than death,
Disability or Retirement and shall be limited to the shares of Common Stock
which could have been purchased by the Participant at the date of termination of
employment.

       2.8   TERMINATION OF EMPLOYMENT BY REASON OF DEATH, DISABILITY OR
RETIREMENT

       Upon the Termination of a Participant's employment by reason of death,
Retirement, Incentive Stock Options held at the termination date by such
Participant shall be exercisable, irrespective of whether the options were fully
exercisable in accordance with Section 2.6 on that date. The Participant's
Incentive Stock Options shall expire unless exercised within one year from the
date of such Termination.
      In the case of Termination of a Participant's employment by reason of
early retirement within the meaning of the Company's applicable retirement plan,
Incentive Stock Options which may be exercised shall be limited to the shares
which could have been purchased by the Participant at the date of such early
retirement, except that the Board, in its discretion, may waive the vesting
requirements of Section 2.6. The Participant's Incentive Stock Options shall
expire unless exercised within one year from the date of such Termination.

      The Board may, at any time on or before the termination of the exercise
period of the Participant's Incentive Stock Options, extend the exercise period
if the Participant's employment is terminated for a reason specified in Section
2.8. If so extended, the term of the exercise period shall expire on the date
specified by the Board, which date shall be no later than the date which is
sixty (60) months following the date of the Participant's Termination of
employment. If such extension could adversely affect the Participant's federal
income tax treatment of the Incentive Stock Option at the time of extension or
exercise, the extension shall only be made with the consent of the Participant.
In no event may the term of an Incentive Stock Option, including extensions,
exceed the term set forth in Section 2.4.

                                       57

<PAGE>
       2.9   SPECIAL RULE FOR 10 PERCENT SHAREHOLDERS

      If, at the time an Incentive Stock Option is granted, a Participant owns
Common Stock representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any of its subsidiaries,
then the terms of the Incentive Stock Option shall specify that the option price
shall at the time of grant be at least one hundred-ten percent (110%) of the
Fair Market Value of the stock subject to the option and such option shall not
be exercisable after the expiration of five (5) years from the date such option
is granted.

       2.10  NOTICE OF EXERCISE

      When exercisable pursuant to the terms of the governing incentive stock
option agreement, Incentive Stock Options granted under the Plan shall be
exercised by the Participant (or by other authorized persons in accordance with
Section 5.9) as to all or part of the shares subject to the option by delivering
written notice of exercise to the Company at its principal business office or
such other office as the Company may from time to time direct, (a) specifying
the number of shares to be purchased, (b)indicating the method of payment of the
exercise price or including a check payable to the Company in an amount equal to
the full exercise price of the number of shares being purchased, and (c)
containing such further provisions consistent with the provisions of the Plan,
as the Company may from time to time prescribe.

      2.11  NOTICE OF DISPOSITION

      If a Participant makes a disposition, within the meaning of Section 424(c)
of the Code and the regulations promulgated thereunder, of a share or shares of
Common Stock issued to such Participant pursuant to the exercise of an Incentive
Stock Option within the two-year period commencing on the day after the date of
the grant or within the one-year period commencing on the day after the date of
transfer of such share or shares to the Participant pursuant to such exercise,
the Participant shall, within ten (10) days of such disposition, notify the
Company thereof in writing at the Company's principal executive office.

      2.12  LIMITATION OF EXERCISE PERIODS

      The Board may limit the time periods within which an Incentive Stock
Option may be exercised if a limitation on exercise is deemed necessary in order
to effect compliance with applicable law.

                          III. EXECUTIVE STOCK OPTIONS

      3.1   TYPES OF OPTIONS

      Executive Stock Options granted under the Plan shall, at the time of
grant, provide that they will not be treated as an incentive stock option within
the meaning of Section 422 of the Code.

      3.2   TERMS AND CONDITIONS OF OPTIONS

      Subject to the following provisions, all Executive Stock Options granted
under the Plan shall be in such form and upon such terms and conditions as the
Board, in its discretion, may from time to time determine, provided such terms
and conditions are clearly designated at the time of grant.

      3.3   EXERCISE PRICE

      The exercise price per share shall be at least one hundred percent (100%)
of the Fair Market Value of the Common Stock on the date such Executive Stock
Option is granted.

      3.4   TERM OF OPTIONS

      Any Executive Stock Option granted under the Plan may be exercised no
later than ten (10) years from the date of grant or such shorter period of time
as designated by the Board at the time of grant. Subject to Sections 3.7, 3.8
and 5.13 hereof and the stock option agreement governing the grant of the
Executive Stock Options, which may contemplate vesting of exercise rights,
options may be exercised in whole or in one or more parts throughout such term.
All rights to exercise an Executive Stock Option shall

                                       58

<PAGE>
expire at the end of the designated term.

      3.5   PAYMENT

      Payment for shares for which an Executive Stock Option is exercised shall
be made in full to the Corporation in such manner and at such time or times as
shall be provided by the Board at the time of grant in either (i) cash or its
equivalent or (ii) by tendering shares of previously acquired Common Stock
having a Fair Market Value equal to the exercise price or (iii) by a combination
of (i) and (ii). The proceeds from such payment shall be added to the general
funds of the Corporation and shall be used for general corporate purposes.

      3.6   EXERCISE OF OPTIONS

      Subject to Section 5.13, Executive Stock Options shall be exercisable in
whole or in part after completion of such periods of service or achievement of
such conditions as the Board shall specify when granting the options; provided
however, that in the absence of a Board specification to the contrary in a
Participant's stock option agreement and subject to Sections 3.7 and 3.8, fifty
percent (50%) of the shares subject to the Executive Stock Option shall have
been earned and the Executive Stock Option shall become exercisable with respect
to such shares on the third annual anniversary of the date of grant of the
Executive Stock Option and twenty-five percent (25%) of the shares subject to
the Executive Stock Option shall have been earned and the Executive Stock Option
shall become exercisable with respect to such shares on each of the fourth and
fifth annual anniversaries of the date of grant of the Executive Stock Option.
In no event, however, and notwithstanding Sections 3.7 and 3.8, shall an
Executive Stock Option be exercised after the expiration of ten (10) years from
the date of grant.

      3.7   TERMINATION OF EMPLOYMENT

      A Participant's Executive Stock Options shall expire three months after
the Termination's employment for any reason other than death, Disability or
Retirement and shall be limited to the shares of Common Stock which could have
been purchased by the Participant at the date of Termination of employment.

      3.8   TERMINATION OF EMPLOYMENT BY REASON OF DEATH, DISABILITY OR
            RETIREMENT

      Upon the Termination of a Participant's employment by reason of death,
Disability or Retirement, Executive Stock Options held at the termination date
by such Participant shall be exercisable, irrespective of whether the options
were fully exercisable in accordance with Section 3.6 on that date. The
Participant's Executive Stock Options shall expire unless exercised within one
year from the date of such Termination.

      In the case of Termination of a Participant's employment by reason of
early retirement within the meaning of the Company's applicable retirement plan,
Executive Stock Options which may be exercised shall be limited to the shares
which could have been purchased by the Participant at the date of such early
retirement, except that the Board, in its discretion, may waive the vesting
requirements of Section 3.6. The Participant's Executive Stock Options shall
expire unless exercised within one year from the date of such Termination.

      The Board may, at any time on or before the termination of the exercise
period of the Participant's Executive Stock Options, extend the exercise period
if the Participant's employment is terminated for a reason specified in this
Section 3.8. If so extended, the term of the exercise period shall expire on the
date specified by the Board, which date shall be no later than the date which is
sixty (60) months following the date of the Participant's Termination of
employment. If such extension could adversely affect the Participant's federal
income tax treatment of the Executive Stock Option at the time of extension or
exercise, the extension shall only be made with the consent of the Participant.
In no event may the term of an Executive Stock Option, including extensions,
exceed the term set forth in Section 3.4.

       3.9   NOTICE OF EXERCISE

       When exercisable pursuant to the terms of the governing stock option
agreement, Executive Stock Options granted under the Plan shall be exercised by
the Participant (or by other authorized persons in accordance with Section 5.9)
as to all or part of

                                       59

<PAGE>
the shares subject to the option by delivering written notice of exercise to the
Company at its principal business office or such other office as the Company may
from time to time direct, (a) specifying the number of shares to be purchased,
(b) indicating the method of payment of the exercise price or including a check
payable to the Company in an amount equal to the full exercise price of the
number of shares being purchased, (c) including a Tax Election, if applicable,
in accordance with Section 5.8, and (d) containing such further provisions
consistent with the provisions of the Plan, as the Company may from time to time
prescribe.

       3.10  LIMITATION OF EXERCISE PERIODS

       The Board may limit the time periods within which an Executive Stock
Option may be exercised if a limitation on exercise is deemed necessary in order
to effect compliance with applicable law.

                              IV. RESTRICTED STOCK

       4.1   TERMS AND CONDITIONS OF AWARDS

       The Board may grant shares of stock subject to the restrictions described
in Section 4.2 under a restricted stock agreement, without payment by the
Participant for such Restricted Stock. Such agreement shall specify the number
of shares granted and the conditions and terms of the grant. Restricted Stock,
with restrictions noted on the face of the certificates, shall be issued in the
name of the Participant granted the Restricted Stock and deposited with a trust
administered by the Board or, if an election is made with respect to such
Restricted Stock under Sections 83(b) of the Code, held by the Company (and in
each case subject to the claims of the Company's creditors) during the
restriction period.

      4.2   RESTRICTIONS

      Until the restrictions have lapsed in accordance with Section 4.3, and
unless otherwise permitted under the Restricted Stock Agreement, the shares of
Restricted Stock granted hereunder may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated. The Board may impose such
other restrictions on any shares of restrict stock as required by law including,
without limitation, restrictions under applicable federal or state securities
laws, and may place legends on the certificates representing such Restricted
Stock to provide appropriate notice of such restrictions.

      4.3   PERIOD OF RESTRICTION

      Subject to Section 5.13, the restrictions set forth in Section 4.2 shall
lapse and such shares shall be freely transferable upon completion of such
periods of service or achievement of such conditions (the "Management
objectives") as the Board shall specify in an individual Restricted Stock
Agreement between the Company and the Participant when granting the shares of
Restricted Stock.

      4.4   TERMINATION OF EMPLOYMENT

      If a Participant's employment is terminated or if the Participant's tenure
as a director or independent contractor is terminated prior to the lapsing of
the restrictions in accordance with Section 4.3 as a result of death, Retirement
or Disability, restrictions on the shares of Restricted Stock granted to the
Participant shall immediately lapse on the date of such death, Disability or
Retirement. If any Participant's employment or tenure as a director or
independent contractor is terminated prior to the lapsing of restrictions in
accordance with Section 4.3 for any reason other than death, Disability or
Retirement, the shares of Restricted Stock granted such Participant shall be
forfeited and shall revert to the Company.

      4.5   RIGHTS AS SHAREHOLDER

      Participants holding shares of Restricted Stock shall have no voting
rights or (unless otherwise provided in the Restricted Stock Agreement) dividend
rights with respect to such shares until such shares of Restricted Stock shall
be deemed to have been earned in accordance with Section 4.3.

                              V. GENERAL PROVISIONS

                                       60

<PAGE>
      5.1   GENERAL RESTRICTIONS

      Each grant under the Plan shall be subject to the requirement that if the
Board shall determine, at any time, that (a) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or federal law, (b) the consent or
approval of any government regulatory body, or (c) an agreement by the
Participant with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting or
the issuance or purchase of shares of Common Stock thereunder, such grant may
not be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Board.

      5.2   ADJUSTMENTS FOR CERTAIN CORPORATE EVENTS

      In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, rights offer, liquidation, dissolution, merger,
consolidation, spin-off or sale of assets, or any other change in or affecting
the corporate structure or capitalization of the Company, the Board shall make
such adjustments as the Board in its discretion may deem appropriate in the
number and kind of shares authorized by the Plan, in the number, exercise price
or kind of shares covered by the grants and in any outstanding grants under the
Plan in order to prevent substantial dilution or enlargement thereof.

      5.3   AMENDMENTS

      The Board may discontinue the Plan at any time and may amend it from time
to time, but no amendment, without approval by a majority of the shares voting,
may (a) increase the total number of shares which may be issued under the Plan,
except as provided in Section 5.2 hereof, (b) materially modify the eligibility
requirements for Participants, (c) materially increase the benefits accruing to
Participants, or (n to no longer comply with any applicable federal or state
statutory or regulatory requirements.

      5.4   GRANTS EVIDENCED BY AGREEMENTS

      Each grant under the Plan shall be evidenced by an individual Incentive
Stock Option agreement, Executive Stock Option Agreement or Restricted Stock
Agreement, as applicable, which shall be executed by the Company and each
Participant. The agreement shall contain such terms and provisions, not
inconsistent with the terms of the Plan, as shall be determined by the Board,
including, as applicable: (a) the number of shares a Participant may acquire
pursuant to the option granted and the exercise price per share or the number of
shares of Restricted Stock granted, as applicable; (b) any conditions affecting
the exercise of the option; (c) the procedure for exercising the option granted;
(d) a clear designation of whether the exercise of the option granted thereby is
subject to vesting; (e) a clear designation of the period of restriction and
conditions for vesting of Restricted Stock; (f) representations and warranties
of the Participant regarding the acquisition of shares for investment purposes;
and (g) such provisions as the Board, upon advice of counsel to the Company,
shall deem necessary or appropriate to comply with the requirements of
applicable laws. In the event there shall be any discrepancy or inconsistency
between the terms of the Plan and any term or provision contained in such an
agreement, the terms of the Plan, as interpreted by the Board, shall govern.

      5.5   MODIFICATION, SUBSTITUTION OR CANCELLATION OF GRANTS

      Subject to the terms of the Plan, the Board may modify outstanding grants
under the Plan or accept the surrender of outstanding grants and make new grants
in substitution for them. Notwithstanding the foregoing, no modification of any
grant shall adversely alter or impair any rights or obligations of the
Participant without the Participant's consent.

      5.6   SHARES SUBJECT TO THE PLAN

      Shares distributed pursuant to the Plan shall be made available from
authorized but unissued shares or from shares purchased or otherwise acquired,
in open market, in private transactions or otherwise, by the Company for use in
the Plan, as shall be determined from time to time by the Board.

                                       61

<PAGE>
      5.7   RIGHTS OF A SHAREHOLDER

      Participants under the Plan, unless otherwise provided by the Plan or the
Restricted Stock Agreement, shall have no rights as shareholders by reason
hereof unless and until certificates for shares of Common Stock are issued to
them.

      5.8   WITHHOLDING

      The Company shall have the right to deduct from any distribution of Common
Stock to any Participant an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to any grant under the Plan. If a Participant
is to experience a taxable event in connection with the receipt of cash or
shares of Common Stock pursuant to an option exercise (a "Taxable Event"), the
Participant shall pay the Withholding Taxes to the Company prior to the issuance
of such shares of Common Stock. In satisfaction of the obligation to pay
Withholding Taxes to the Company, the Participant may make a written election
(the "Tax Election"), which may be accepted or rejected in the discretion of the
Board, to have withheld a portion of the shares of Common Stock then issuable to
the Participant having an aggregate Fair Market Value on the day immediately
preceding the date of such issuance equal to the Withholding Taxes.

      5.9   NONASSIGNABILITY

      Except as expressly provided in the Plan, no grant shall be transferable
except by will, the laws of descent and distribution or a qualified domestic
relations order ("QDRO" as d fined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.
During the lifetime of the Participant, except as expressly provided in the
Plan, grants under the Plan shall be exercisable only by such Participant, by
the guardian or legal representative of such Participant or pursuant to a QDRO.

      5.10  NONUNIFORM DETERMINATIONS

      Determinations by the Board under the Plan (including, without limitation,
determinations of the persons to receive grants, the form, amount and timing of
such grants, and the terms and provisions of such grants and the agreements
evidencing the same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, grants under the Plan, whether
or not such persons are similarly situated.

      5.11  NO GUARANTEE OF EMPLOYMENT

Neither grants under the Plan nor any action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company shall retain the Participant for any period of time or at any
particular rate of compensation.

      5.12  EFFECTIVE DATE; DURATION

      The Plan shall become effective as of May 15, 1995, subject to approval by
shareholders. No grant may be given under the Plan after May 15, 2005, but
grants theretofore granted may extend beyond such date.

      5.13  CHANGE IN CONTROL

      Notwithstanding anything herein to the contrary, if a Change in Control of
the Company occurs, then all Incentive Stock Options and Executive Stock Options
shall become fully exercisable and all restrictions on grants of Restricted
Stock shall lapse as of the date such Change in Control occurred. For the
purposes of the Plan, a Change in Control of the Company shall be deemed to have
occurred upon the earliest of the following events:

            (a) upon the first offering of Common Stock pursuant to an effective
registration statement under the Securities Act of 1933, as amended; or

            (b) upon the approval by the Company's shareholders of (i) a merger
or consolidation of the Company with or into another corporation (other than a
merger or consolidation in which the Company is the surviving corporation and
which does not result in any capital reorganization or reclassification or other
change in the

                                       62

<PAGE>
Company's then-outstanding shares of Common Stock) or (ii) a sale or disposition
of all or substantially all of the Company's assets.

            (c) if the Board or any designated committee determines in its sole
discretion that any person, other than a person who exercised a controlling
influence as of the effective date of the Plan, directly or indirectly exercises
a controlling influence over the management or policies of the Company.

      5.14 GOVERNING LAW. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Florida.

                                       65