AMERICAN ACCESS TECHNOLOGIES, INC.
                         2000 DIRECTOR STOCK OPTION PLAN

1.       Purposes.
2. The AMERICAN ACCESS TECHNOLOGIES, INC. 2000 DIRECTOR STOCK OPTION PLAN (the
"Plan") is intended to provide the directors of AMERICAN ACCESS TECHNOLOGIES,
INC. (the "Company") with an added incentive to provide their services to the
Company and to induce them to exert their maximum efforts toward the Company's
success. By thus encouraging directors and promoting their continued association
with the Company, the Plan may be expected to benefit the Company and its
stockholders. The Plan allows the Company to grant Incentive Stock Options
("ISOs") (as defined in Section 422(b) of the Internal Revenue Code of 1986, as
amended [the "Code"]), and Non-Qualified Stock Options ("NQSOs"), not intended
to qualify under Section 422(b) of the Code (ISOs and NQSOs hereinafter
collectively the "Options"), to directors of the Company, irrespective of
whether they are employees of the Company.

1.       Shares Subject to the Plan.
2. The total number of shares of Common Stock of the Company, $.001 par value
per share, that may be subject to Options granted under the Plan shall be the
greater of 300,000 shares or 5% of the number of shares of the Company's Common
Stock which are from time to time outstanding, in the aggregate, subject to
adjustment as provided in Paragraph 8 hereunder. The Company shall at all times
while the Plan is in force reserve such number of shares of Common Stock as will
be sufficient to satisfy the requirement of outstanding Options granted under
the Plan, except as otherwise provided below. In the event any Option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part, the unpurchased shares subject thereto shall again be available for the
granting of Options under the Plan.

         In a given fiscal year, the maximum number of Options that can be
granted hereunder to a single person shall be limited to 100,000 Options, as
adjusted for future stock dividends and/or stock splits. Further, such
limitation shall not be deemed exceeded in the event subsequent to the date of
grant of Options under the Plan, the Company effectuates a stock split and/or
stock dividend which results in an adjustment to the number of Options
previously granted. The aforesaid limitation is intended to comply with Section
162(m) of the Code. To the extent any provision of the Plan or action by the
Board of Directors or Committee, as hereinafter defined, fails to comply with
Section 162(m), it shall be deemed null and void to the extent required by
statute and to the extent deemed advisable by the Board of Directors and/or such
Committee.

1.       Eligibility.
2. ISOs may be granted under the Plan to one or more directors who are employees
of the Company or of a "subsidiary" or "parent" of the Company, as the quoted
terms are defined within Section 424 of the Code. An Officer is an employee for
the above purposes. NQSOs may be granted from time to time under the Plan to one
or more directors of the Company, irrespective of whether they are employees of
the Company.

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1.       Administration of the Plan.
2. (a) The Plan shall be administered by a Compensation Committee of the Board
of Directors of the Company (the "Committee") comprised of at least two outside
directors (as described under Rule 16b-3, promulgated under the Securities
Exchange Act of 1934 [the "1934 Act"]), and in accordance with the requirement
of Section 162(m) of the Code, appointed by the Board of Directors of the
Company. In the event such Committee is not comprised of said outside directors,
any Option granted hereunder shall not be deemed automatically null and void,
except as otherwise provided below. Within the limits of the express provisions
of the Plan, the Committee shall have the authority, in its discretion, to
determine the character of such Options (whether ISOs or NQSOs), and to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of option agreements
that may be entered into in connection with Options (which need not be
identical), subject to the limitation that option agreements granting ISOs must
be consistent with the requirements for the ISOs being qualified as "incentive
stock options" as provided in Section 422 of the Code, and to make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan. In making such determinations, the Committee may
take into account the nature of the services rendered by such individuals, their
present and potential contributions to the Company's success, and such other
factors as the Committee, in its discretion, shall deem relevant. The
Committee's determinations on the matters referred to in this Paragraph shall be
conclusive.

         (b) Notwithstanding anything contained herein to the contrary,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3, as amended from time to time (and its successor
provisions, if any), under the 1934 Act. To the extent any provision of the Plan
or action by the Board of Directors or Committee fails to so comply, it shall be
deemed null and void to the extent required by law and to the extent deemed
advisable by the Board of Directors and/or such Committee.

1.       Terms of Options.
2. Within the limits of the express provisions of the Plan, each Director of the
Company shall be awarded 50,000 five-year options as of January 1, 2000 and
50,000 of Options on each anniversary date thereof, provided as of such
anniversary date such optionee is still a Director of the Company and the
availability of shares subject to the Plan. Each Director who is the Chairman of
one or more standing committees of the Board of Directors as of each such grant
date shall be awarded an additional 10,000 five-year options for each committee
for which he serves as Chairman as of such date, and each Director who is a
member of one or more standing committees (other than the Chairman of such
committee(s)) shall be awarded an additional 5,000 five-year options for each
committee of which he is a member as of such date. Additionally, each Director
of the Company who is a director on the date this Plan is adopted by the Board
of Directors shall be awarded 10,000 five-year options on that date at an
exercise price equal to the fair market value (as defined in subparagraph (b)
below) of the Common Stock as of such date, and each Director who is appointed
to the Board of Directors of the Company subsequent to the date this Plan is
adopted by the Board of Director shall receive a grant of 10,000 five-year
options as of the date on which such person is appointed to the Board of
Directors, at an option exercise price equal to the fair market value of the
Common Stock as of the date such person is appointed to the Board of Directors.
Directors who are employees of the Company shall be awarded ISOs and Directors
who are not employed by the Company shall be awarded NQSOs. An ISO or an NQSO
enables the optionee to purchase from the Company, at any time during a
specified exercise period, a specified number of shares of Common Stock at a
specified price (the "Option Price"). The character and terms of each Option
granted under the Plan shall be subject to the following:

         (a) An Option granted under the Plan must be granted within 10 years
from the date the Plan is adopted, or the date the Plan is approved by the
stockholders of the Company, whichever is earlier.

         (b) The Option Price of the shares of Common Stock subject to each ISO
shall be the fair market value of such shares of Common Stock as of the time
such ISO is granted. Such fair market value shall be determined by the
Committee, and if the shares of Common Stock are then listed on any national
securities exchange or traded on the over-the-counter market, the fair market
value shall be the closing price on such exchange, or the mean of the closing
bid and asked prices of the shares of Common Stock on the over-the-counter
market, as reported by Nasdaq, the National Association of Securities Dealers
OTC Bulletin Board or the National

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Quotation Bureau, Inc., as the case may be, on the day on which the Option is
granted or, if there is no closing price or bid or asked price on that day, the
closing price or mean of the closing bid and asked prices on the most recent day
preceding the day on which the Option is granted for which such prices are
available. If an ISO is granted to an individual who, immediately before the ISO
is to be granted, owns directly or through attribution) more than 10% of the
total combined voting power of all classes of capital stock of the Company or a
subsidiary or parent of the Company, the Option Price of the shares of Common
Stock subject to such ISO shall be equal to 110% of the fair market value per
share of the shares of Common Stock at the time such ISO is granted.

         (c) The Option Price of the shares of Common Stock subject to an NQSO
granted pursuant to the Plan shall be the fair market value of the shares of
Common Stock, as determined above.

         (d) In no event shall any Option granted under the Plan have an
expiration date later than ten (10) years from the date of its grant, and all
Options granted under the Plan shall be subject to earlier termination as
expressly provided in Paragraph 6 hereof. If an ISO is granted to any individual
who, immediately before the ISO is granted, owns (directly or through
attribution) more than 10% of the total combined voting power of all classes of
capital stock of the Company or of a subsidiary or parent of the Company, such
ISO shall by its terms expire and shall not be exercisable after the expiration
of five (5) years from the date of its grant.

         (e) Unless otherwise provided in any option agreement under the Plan,
and except as otherwise provided below, an Option granted under the Plan shall
become exercisable, in whole at any time or in part from time to time, but in no
case may an Option (i) be exercised as to less than one hundred (100) shares of
Common Stock at any one time, or the remaining shares of Common Stock covered by
the Option if less than one hundred (100), and (ii) become fully exercisable
more than ten years from the date of its grant.

         (f) An Option granted under the Plan shall be exercised by the delivery
by the holder thereof to the Company at its principal office (to the attention
of the Secretary) of written notice of the number of full shares of Common Stock
with respect to which the Option is being exercised, accompanied by payment in
full, in cash or by certified or bank check payable to the order of the Company,
of the Option Price for such shares of Common Stock, or, by the delivery of
unexercised Options and/or shares of Common Stock having a fair market value
equal to the Option Price, or by a combination of cash and such unexercised
Options and/or shares held by an optionee that have a fair market value equal to
the Option Price, and, in the case of a NQSO, by having the Company withhold
from the shares of Common Stock to be issued upon exercise of the Option that
number of shares having a fair market value equal to the tax withholding amount
due, or otherwise provide for withholding as set forth in Paragraph 9(c) hereof.
The Option Price may also be paid in full by a broker-dealer to whom the
optionee has submitted an exercise notice consisting of a fully endorsed Option,
or through any other medium of payment as the Committee, in its discretion,
shall authorize.

         (g) The holder of an Option shall have none of the rights of a
stockholder with respect to the shares of Common Stock covered by such holder's
Option until such shares of Common Stock shall be issued to such holder upon the
exercise of the Option.

         (h) All Options granted under the Plan shall not be transferable
otherwise than by will or the laws of descent and distribution, and any Option
granted under the Plan may be exercised during the lifetime of the holder
thereof only by the holder. No Option granted under the Plan shall be subject to
execution, attachment or other process.

         (i) Subject to the provisions of Section 6 hereof and except as set
forth below, each Option shall become exercisable with respect to one third of
the total number of shares of Common Stock subject to the Option on the date of
its grant and with respect to each additional one-third at the end of each
one-year period thereafter during the succeeding two years. Except as otherwise
provided herein, all or any part of the shares underlying the Option with
respect to which the Option is exercisable may be purchased commencing at the
time and to the extent such Option became exercisable or at any time or times
thereafter during the term of the Option. Mandatory grants of options to
directors pursuant to Section 5 shall vest immediately upon their grant.

<PAGE>

         (j) The aggregate fair market value, determined as of the time any ISO
is granted and in the manner provided for by Subparagraph (b) of this Paragraph
5, of the shares of Common Stock with respect to which ISOs granted under the
Plan are exercisable for the first time during any calendar year and under
incentive stock options qualifying as such in accordance with Section 422 of the
Code granted under any other incentive stock option plan maintained by the
Company or its parent or subsidiary corporations, shall not exceed $100,000. Any
grant of Options in excess of such amount shall be deemed a grant of a NQSO. In
addition, and notwithstanding anything contained herein to the contrary, in the
event an ISO granted hereunder does not, for any reason, at the time of grant or
during the term of the ISO satisfy all of the conditions under the Code with
respect to being deemed an ISO, then said ISO shall be deemed a NQSO, but only
to the extent, if applicable, said ISO exceeds any such conditions, and any said
determination that said ISO is deemed an NQSO shall not be deemed the grant of a
new Option hereunder.

         (k) Whenever an optionee holding any Option outstanding under this Plan
(including Reload Options, as hereinafter defined, previously granted under this
Paragraph 5(k)), exercises the Option and makes payment of the Option Price
pursuant to Paragraph 5(b) hereof, in whole or in part, by tendering shares of
Common Stock previously held by the optionee, then the Company shall grant to
the optionee a Reload Option ("Reload Option"), for the number of shares of
Common Stock that is equal to the number of shares of Common Stock tendered by
the optionee in payment of the Option Price of the Option being exercised. The
Reload Option Price per share shall be an amount equal to the fair market value
per share of the Company's Common Stock, as determined as of the date of receipt
by the Company of the notice by the optionee to exercise the option, and as
determined in accordance with Paragraph 5(b) above. Subject to the terms of the
Plan and applicable law and regulation, the term of the Reload Option shall
expire and the Reload Option shall no longer be exercisable, on the later to
occur of (i) the expiration date of the originally exercised Option or (ii) ten
years from the date of grant of the Reload Option. Any Reload Option granted
under this Paragraph 5(b) shall vest immediately upon grant. All other terms of
the Reload Options granted hereunder shall be identical to the terms and
conditions of the original Option, the exercise of which gives rise to the grant
of the Reload Option. Notwithstanding anything contained herein to the contrary,
no Reload Options should be granted hereunder if an optionee is no longer a
director of the Company as of the date of the exercise of the Options giving
rise to the grant of Reload Options hereunder. In addition, and notwithstanding
anything contained herein to the contrary, in the event there is not a
sufficient number of shares of Common Stock authorized for issuance upon
exercise of Reload Options under the Plan, the Company shall use its best
efforts to cause such number of authorized shares of Common Stock underlying the
Plan to be increased, provided, however, that if the Company is unable to so
cause such increase in the authorized number of shares of Common Stock
underlying the Plan to be effectuated, the ability of the optionee to exercise
such Reload Options may be delayed indefinitely, until such time as the
requisite number of shares of Common Stock is so authorized.

1.       Death, Termination of Membership on the Board of Directors, or
         Disability.
2.
         (a) Except as otherwise provided herein, upon termination of membership
on the Company's Board of Directors, a holder of an Option under the Plan may
exercise such Options to the extent such Options were exercisable as of the date
of termination at any time within three (3) months after the date of such
termination, subject to the provisions of Subparagraph (c) of this Paragraph 6.
Notwithstanding anything contained herein to the contrary, any Options granted
hereunder to an optionee and then outstanding shall immediately terminate in the
event the optionee is convicted of a felony committed against the Company, and
the provisions of this Subparagraph (a) shall not be applicable thereto. In
addition, and anything contained herein to the contrary notwithstanding, the
term during which an optionee may exercise Options subsequent to the date of
termination may, in the Committee's discretion, be modified, subject to
applicable law and regulation, from the term specified above, as of the date of
grant and as specified in an option agreement evidencing the grant of Options
under the Plan.

         (b) If the holder of an Option granted under the Plan dies (i) while
serving as a member of the Company's Board of Directors or (ii) within three (3)
months after the termination of such holder's membership on the Company's Board
of Directors, such Options may, subject to the provisions of Subparagraph (c) of
this Paragraph 6, be exercised by a legatee or legatees of such Option under
such individual's last will or by such individual's personal representatives or
distributees at any time within six (6) months after the individual's death, to
the extent, except as otherwise provided herein, such Options were exercisable
as of the date of death or date of termination of membership on the Board of
Directors, whichever date is earlier.

<PAGE>

         (c) An Option may not be exercised pursuant to this Paragraph 6 except
to the extent that the holder was entitled to exercise the Option at the time of
termination of membership on the Company's Board of Directors, and in any event
may not be exercised after the original expiration date of the Option.

         (d) Notwithstanding anything in this Plan to the contrary, any Options
granted hereunder and then outstanding shall become immediately exercisable in
full in the event the optionee's membership on the Board of Directors is
terminated by the Company subsequent to the consummation of a tender offer or
exchange offer made by any "person" within the meaning of Section 14(d) of the
1934 Act or subsequent to a Change in Control, as defined below. For purposes of
this Subparagraph, a "Change in Control" shall have occurred if:

                  (1) any "person" within the meaning of Section 14(d) of the
         1934 Act becomes the "beneficial owner" as defined in Rule 13d-3
         thereunder, directly or indirectly, of more than 20% of the Company's
         Common Stock (or with respect to the holders of the Company's Common
         Stock on the effective date of the Company's registration statement
         with respect to its initial public offering, if any such "person"
         acquires more than 35% of the Common Stock).

                  (2) any "person," directly or indirectly, acquires by proxy or
         otherwise the right to vote more than 20% of the Company's Common Stock
         for the election of Directors (or with respect to the holders of the
         Company's Common Stock on the effective date of the Company's
         registration statement with respect to its initial public offering, if
         any such "person" acquires the right to vote more than 35% of the
         Company's Common Stock for the election of Directors), other than
         solicitation of proxies by the Incumbent Board (as hereinafter
         defined), for any merger or consolidation of the Company or for any
         other matter or question.

                  (3) during any two-year period, individuals who constitute the
         Board of Directors of the Company (the "Incumbent Board") as of the
         beginning of the period cease for any reason to constitute at least a
         majority thereof, provided that any person becoming a Director during
         such period whose election or nomination for election by the Company's
         stockholders was approved by a vote of at least three quarters of the
         Incumbent Board (either by specific vote or by approval of the proxy
         statement of the Company in which such person is named as a nominee for
         Director without objection to such nomination) shall be, for purposes
         of this clause (3), considered as though such person were a member of
         the Incumbent Board.

                  (4) the Company's stockholders have approved the sale of all
         or substantially all of the assets of the Company.

                  (5) Notwithstanding the foregoing, a Change of Control shall
         not be deemed to have occurred if the event causing the Change of
         Control is a repurchase by the Company of its own shares (although
         subsequent acquisitions of shares of Common Stock by any "person"
         owning more than the percentage interest set forth above shall
         constitute a Change of Control).

         (e) In addition, and notwithstanding anything contained herein to the
contrary, in the event an optionee dies during such time as the optionee is a
member of the Company's Board of Directors, then fifty percent (50%) of any
outstanding Options which have not vested and are not exercisable by the
optionee as of the date of death shall be automatically deemed vested and
exercisable by the optionee's estate and/or his legatees in accordance with
Subparagraph 6(b) hereof.

<PAGE>

1.       Adjustment Upon Changes in Capitalization.
2.

         (a) In the event that the outstanding shares of Common Stock are
hereafter changed by reason of recapitalization, reclassification, stock split,
combination or exchange of shares of Common Stock or the like, or by the
issuance of dividends payable in shares of Common Stock, an appropriate
adjustment shall be made by the Committee, in the aggregate number of shares of
Common Stock available under the Plan, in the number of shares of Common Stock
issuable upon exercise of outstanding Options, and the Option Price per share.
In the event of any consolidation or merger of the Company with or into another
company, or the conveyance of all or substantially all of the assets of the
Company to another company, each then 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 of
the Company would have been entitled to upon such consolidation, merger or
conveyance; and in any such case appropriate adjustment, as determined by the
Committee shall be made as set forth above with respect to any future changes in
the capitalization of the Company or its successor entity. In the event of the
proposed dissolution or liquidation of the Company, all outstanding Options
under the Plan will automatically terminate, unless otherwise provided by the
Board of Directors of the Company or any authorized committee thereof.

         (b) Any adjustment in the number of shares of Common Stock shall apply
proportionately to only the unexercised portion of the Options granted
hereunder. If fractions of shares of Common Stock would result from any such
adjustment, the adjustment shall be revised to the next higher whole number of
shares of Common Stock.

9.       Further Conditions of Exercise.

         (a) Unless the shares of Common Stock issuable upon the exercise of an
Option under the Plan have been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, prior to the exercise
of the Option, an optionee must represent in writing to the Company that such
shares of Common Stock are being acquired for investment purposes only and not
with a view towards the further resale or distribution thereof, and must supply
to the Company such other documentation as may be required by the Company,
unless in the opinion of counsel to the Company such representation, agreement
or documentation is not necessary to comply with said Act.

         (b) The Company shall not be obligated to deliver any shares of Common
Stock until they have been listed on each securities exchange on which the
shares of Common Stock may then be listed or until there has been qualification
under or compliance with such state or federal laws, rules or regulations as the
Company may deem applicable. The Company shall use reasonable efforts to obtain
such listing, qualification and compliance.

         (c) The Committee 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, or (iii)
withholding the amount due from any such person's wages or compensation due such
person.

10.      Termination, Modification and Amendment.

         (a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the earliest of the date of its adoption by the
Board of Directors, or the date the Plan is approved by the stockholders of the
Company, or such date of termination, as hereinafter provided, and no Option
shall be granted after termination of the Plan.

<PAGE>

         (b) The Plan may from time to time be terminated, modified or amended
by the affirmative vote of the holders of a majority of the outstanding shares
of capital stock of the Company voting as a single class, and entitled to vote
thereon.

         (c) The Board of Directors of the Company may at any time, prior to ten
(10) years from the earlier of the date of the adoption of the Plan by such
Board of Directors or the date the Plan is approved by the stockholders,
terminate the Plan or from time to time make such modifications or amendments of
the Plan as it may deem advisable; provided, however, that the Board of
Directors shall not, without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company, voting as
a single class, and entitled to vote thereon, increase (except as provided by
Paragraph 8) the maximum number of shares of Common Stock as to which Options
may be granted under the Plan, materially change the standards of eligibility
under the Plan or materially increase the benefits which may accrue to
participants under the Plan. Any amendment to the Plan which, in the opinion of
counsel to the Company, will be deemed to result in the adoption of a new Plan,
will not be effective until approved by the affirmative vote of the holders of a
majority of the outstanding shares of capital stock of the Company, voting as a
single class, and entitled to vote thereon.

         (d) No termination, modification or amendment of the Plan may adversely
affect the rights under any outstanding Option without the consent of the
individual to whom such Option shall have been previously granted and/or
awarded.

11.      Effective Date of the Plan.

         The Plan shall become effective upon adoption by the Board of Directors
of the Company. The Plan shall be subject to approval by the affirmative vote of
the holders of a majority of the outstanding shares of capital stock of the
Company entitled to vote thereon within one year before or after adoption of the
Plan by the Board of Directors.

12.      Not a Contract of Employment.

         Nothing contained in the Plan or in any option agreement executed
pursuant hereto shall be deemed to confer upon any individual to whom an Option
is or may be granted hereunder any right to remain in the employ of the Company
or of a subsidiary or parent of the Company or confer any continued right to be
a member of the Company's Board of Directors, or in any way limit the right of
the Company, or of any parent or subsidiary thereof, to terminate the employment
of any employee, or to terminate any other relationship with an Optionee,
including that of independent contractor or consultant. Notwithstanding anything
contained herein to the contrary, and except as otherwise provided at the time
of grant, all references hereunder to termination of employment shall with
respect to consultants and independent contractors mean the termination of
retention of their services with or for the Company.

13.      Other Compensation Plans.

         The adoption of the Plan shall not affect any other stock option plan,
incentive plan or any other compensation plan in effect for the Company, nor
shall the Plan preclude the Company from establishing any other form of stock
option plan, incentive plan or any other compensation plan.

                         This 2000 Director Stock Option Plan was adopted by the
                         Company's Board of Directors on ___________, 2000, and
                         was approved by the Company's stockholders on
                         ______, 2000.

                         -------------------------------------------
                         Secretary