AMERICAN ACCESS TECHNOLOGIES, INC.
                         2000 EMPLOYEE STOCK OPTION PLAN

1.       Purposes.
2.
3. The American Access Technologies, Inc. 2000 EMPLOYEE STOCK OPTION PLAN (the
"Plan") is intended to provide the employees (including employees who are also
directors), independent contractors and consultants 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 employees, directors, independent
contractors and consultants 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 employees, directors, independent contractors and consultants of
the Company.
4.
5.       Shares Subject to the Plan.
6.
7. 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 500,000 shares or 8% 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.
8.
         In a given fiscal year, the maximum number of Options that can be
granted hereunder to a single person shall be limited to 25,000 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 from time to time under the Plan to one or more
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 employees of the Company, Officers, members of the Board
of Directors, independent contractors, consultants and other individuals who are
not employees of, but are involved in the continuing development and success of
the Company and/or of a subsidiary of the Company.

1.       Administration of the Plan.
2.
3. (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 individuals to whom, and the time or times at which,

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Options shall be granted, the character of such Options (whether ISOs or NQSOs),
and the number of shares of Common Stock to be subject to each Option, 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.
4.
5. (b) Notwithstanding anything contained herein to the contrary, the Committee
shall have the exclusive right to grant Options to persons subject to Section 16
of the 1934 Act and set forth the terms and conditions thereof. With respect to
persons subject to Section 16 of the 1934 Act, 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.
6.
7.       Terms of Options.
8.
9. Within the limits of the express provisions of the Plan, the Committee may
grant either ISOs or 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 determined by
the Committee consistent with the provisions of the Plan, including the
following:
10.
11. (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.
12.
13. (b) The Option Price of the shares of Common Stock subject to each ISO shall
not be less than 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 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 not be less than 110% of the fair market value per share of the shares of
Common Stock at the time such ISO is granted.
14.
15. (c) The Option Price of the shares of Common Stock subject to an NQSO
granted pursuant to the Plan shall be determined by the Committee, in its sole
discretion.
16.
17. (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.

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18.
19. (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.
20.
21. (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.
22.
23. (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.
24.
25. (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.
26.
27. (i) Subject to the provisions of Section 6 hereof, 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. Notwithstanding the foregoing, the Committee may in its
discretion (i) specifically provide for another time or times of exercise at the
time the Option is granted; (ii) accelerate the exercisability of any Option
subject to such terms and conditions as the Committee deems necessary and
appropriate; or (iii) at any time prior to the expiration or termination of any
Option previously granted, extend the term of any Option for such additional
period as the Committee in its discretion shall determine. In no event, however,
shall the aggregate term of any Option, including the original term of the
Option and any extensions thereof, exceed ten years. Subject to the foregoing,
and 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.
28.
29. (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.

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30.
31. (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 Paragraph 6
hereof, 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 employed and/or retained by 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.
32.
33.      Death, Termination of Employment, or Disability.
34.
35. (a) Except as otherwise provided herein, upon termination of employment or
retention with the Company, 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.
For purposes hereof, termination of employment or retention shall include, but
shall not be limited to, termination due to retirement, layoffs, or the
permanent disability of the optionee. 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.
36.
37. (b) If the holder of an Option granted under the Plan dies (i) while
employed by the Company or a subsidiary or parent corporation or (ii) within
three (3) months after the termination of such holder's employment or retention,
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 employment, whichever date is
earlier.
38.
39. (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 employment or retention or death, and in any event may not be
exercised after the original expiration date of the Option.
40.
41. (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 employment with the

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Company 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:
42.
                  (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" 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 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 occur 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
employed or retained by the Company, 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.

1.       Leave of Absence.
2.
3. For the purposes of the Plan, an individual who is on military or sick leave
or other bona fide leave of absence (such as temporary employment by the
Government) shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such individual's right to re-employment is guaranteed either by statute or by
contract.
4.
5.       Adjustment Upon Changes in Capitalization.
6.
7. (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

<PAGE>

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.
8.
9. (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.
10.
11.      Further Conditions of Exercise.
12.
13. (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.
14.
15. (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.
16.
17. (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 cancelling 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.
18.      Termination, Modification and Amendment.
19.
20. (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.
21.
22. (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.
23.
24. (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

<PAGE>

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.
25.
         (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.

1.       Effective Date of the Plan.
2.
         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.

1.       Not a Contract of Employment.
2.
3. 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 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.
4.
5.       Other Compensation Plans.
6.
7. 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.
8.
9.

10.                             This 2000 Employee Stock Option Plan was adopted
11.                             by the Company's Board of Directors on
                                ____________, 2000.

12.
13.                             _____________________________________
14.                             Secretary
15.

                            This 2000 Employee Stock Option Plan was approved by
                            the Company's stockholders on ____________, 2000.

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