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                             ATLANTIS PLASTICS, INC.

                             2001 STOCK OPTION PLAN
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      1. Purpose. The purpose of this Plan is to advance the interests of
Atlantis Plastics, Inc., a Florida corporation (the "Company"), and its Related
Entities by providing an additional incentive to attract and retain qualified
and competent persons who provide services to the Company and its Related
Entities, and upon whose efforts and judgment the success of the Company and its
Related Entities is largely dependent, through the encouragement of stock
ownership in the Company by such persons.

      2. Definitions. As used herein, the following terms shall have the
meanings indicated:

            (a) "Board" shall mean the Board of Directors of the Company.

            (b) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

            (c) "Committee" shall mean the committee appointed by the Board
pursuant to Section 13(a) hereof, or, if such committee is not appointed, the
Board.

            (d) "Common Stock" shall mean the Company's Class A Common Stock,
par value $.10 per share.

            (e) "Company" shall mean Atlantis Plastics, Inc., a Florida
corporation.

            (f) "Consultant" shall mean any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

            (g) "Continuous Service" shall mean that the provision of services
to the Company or a Related Entity in any capacity of Employee, Director or
Consultant, is not interrupted or terminated. Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence, (ii)
transfers among the Company, any Related Entity, or any successor, in any
capacity of Employee, Director or Consultant, or (iii) any change in status as
long as the individual remains in the service of the Company or a Related Entity
in any capacity of Employee, Director or Consultant (except as otherwise
provided in the Option Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave.

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            (h) "Director" shall mean a member of the Board or the board of
directors of any Related Entity.

            (i) "Effective Date" shall mean October 30, 2001.

            (j) "Employee" shall mean any person, including an Officer or
Director, who is an employee of the Company or any Related Entity. The payment
of a director's fee by the Company or a Related Entity shall not be sufficient
to constitute "employment" by the Company or a Related Entity.

            (k) "Fair Market Value" of a Share on any date of reference shall
mean the "Closing Price" (as defined below) of the Common Stock on the business
day immediately preceding the date of reference, unless the Committee or the
Board in its sole discretion shall determine otherwise in a fair and uniform
manner. For the purpose of determining Fair Market Value, the "Closing Price" of
the Common Stock on any business day shall be (i) if the Common Stock is listed
or admitted for trading on any United States national securities exchange, or if
actual transactions are otherwise reported on a consolidated transaction
reporting system, the last reported sale price of Common Stock on such exchange
or reporting system, as reported in any newspaper of general circulation, (ii)
if the Common Stock is quoted on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or any similar system of automated
dissemination of quotations of securities prices in common use, the last
reported sale price of Common Stock on such system or, if sales prices are not
reported, the mean between the closing high bid and low asked quotations for
such day of Common Stock on such system, as reported in any newspaper of general
circulation or (iii) if neither clause (i) or (ii) is applicable, the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for Common Stock on at least
five of the ten preceding days. If neither (i), (ii), or (iii) above is
applicable, then Fair Market Value shall be determined by the Committee or the
Board in a fair and uniform manner.

            (l) "Incentive Stock Option" shall mean an incentive stock option as
defined in Section 422 of the Internal Revenue Code.

            (m) "Non-Qualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.

            (n) "Officer" shall mean the Company's Chairman of the Board,
President, Chief Executive Officer, principal financial officer, principal
accounting officer, any vice-president of the Company in charge of a principal
business unit, division or function (such as sales, administration or finance),
any other officer who performs a policy-making function, or any other person who
performs similar policy-making functions for the Company. Officers of
Subsidiaries shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph, the phrase
"policy-making function" does not include policy-making functions that are not
significant. If pursuant to Item 401(b) of Regulation S-K (17 C.F.R. ss.
229.401(b)) the Company identifies a person as an "executive


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officer," the person so identified shall be deemed an "Officer" even though such
person may not otherwise be an "Officer" pursuant to the foregoing provisions of
this paragraph.

            (o) "Option" (when capitalized) shall mean any option granted under
this Plan.

            (p) "Option Agreement" means the agreement between the Company and
the Optionee for the grant of an option.

            (q) "Optionee" shall mean a person to whom a stock option is granted
under this Plan or any person who succeeds to the rights of such person under
this Plan by reason of the death of such person.

            (r) "Outside Director" shall mean a member of the Board who
qualifies as an "outside director" under Section 162(m) of the Internal Revenue
Code and the regulations thereunder and as a "Non-Employee Director" under Rule
16b-3 promulgated under the Securities Exchange Act.

            (s) "Parent" shall mean any corporation (other than the Company),
whether now or hereafter existing, in an unbroken chain of corporations ending
with the Company, if each of the corporations in the chain (other than the
Company) owns stock possessing 50% or more of the combined voting power of all
classes of stock in one of the other corporations in the chain.

            (t) "Plan" shall mean this 2001 Stock Option Plan for the Company.

            (u) "Related Entity" shall mean any Parent, Subsidiary and any
business, corporation, partnership, limited liability company or other entity in
which the Company, a Parent or a Subsidiary holds a substantial ownership
interest, directly or indirectly.

            (v) "Securities Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.

            (w) "Share" shall mean a share of Common Stock.

            (x) "Subsidiary" shall mean any corporation (other than the
Company), whether now or hereafter existing, in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50 percent or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

      3. Shares Available for Option Grants. The Committee or the Board may
grant to Optionees from time to time Options to purchase an aggregate of up to
five hundred thousand (500,000) Shares from the Company's authorized and
unissued Shares. If any Option granted under the Plan shall terminate, expire,
or be canceled or surrendered as to any Shares, new Options may thereafter be
granted covering such Shares.


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      4. Incentive and Non-Qualified Options.

            (a) An Option granted hereunder shall be either an Incentive Stock
Option or a Non-Qualified Stock Option as determined by the Committee or the
Board at the time of grant of the Option and shall clearly state whether it is
an Incentive Stock Option or a Non-Qualified Stock Option. All Incentive Stock
Options shall be granted within 10 years from the effective date of this Plan.
Incentive Stock Options may not be granted to any person who is not an Employee
of the Company, the Parent or a Subsidiary.

            (b) Options otherwise qualifying as Incentive Stock Options
hereunder will not be treated as Incentive Stock Options to the extent that the
aggregate fair market value (determined at the time the Option is granted) of
the Shares, with respect to which Options meeting the requirements of Section
422(b) of the Code are exercisable for the first time by any individual during
any calendar year (under all plans of the Company and its Parent and
Subsidiaries), exceeds $100,000.

      5. Conditions for Grant of Options.

            (a) Each Option shall be evidenced by an Option Agreement that may
contain any term deemed necessary or desirable by the Committee or the Board,
provided such terms are not inconsistent with this Plan or any applicable law.
Optionees shall be those persons selected by the Committee or the Board from the
class of all Employees, Directors and Consultants of the Company or any Related
Entity.

            (b) In granting Options, the Committee or the Board shall take into
consideration the contribution the person has made to the success of the Company
and the Related Entities and such other factors as the Committee or the Board
shall determine. The Committee or the Board shall also have the authority to
consult with and receive recommendations from officers and other personnel of
the Company and the Related Entities with regard to these matters. The Committee
or the Board may from time to time in granting Options under the Plan prescribe
such other terms and conditions concerning the Options as it deems appropriate,
including, without limitation, (i) prescribing the date or dates on which the
Option becomes exercisable, (ii) providing that the Option rights accrue or
become exercisable in installments over a period of years, or upon the
attainment of stated goals or both, or (iii) relating an Option to the
Continuous Service or continued employment of the Optionee for a specified
period of time, provided that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.

            (c) The Options granted under this Plan shall be in addition to
regular salaries, pension, life insurance or other benefits related to the
Continuous Service of the Optionee with the Company and the Related Entities.
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment or other Continuous
Service by the Company or any Related Entity.

            (d) The Committee or the Board shall have the discretion to grant
Options that are exercisable for unvested Shares. Should the Optionee's
Continuous Service cease while


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holding such unvested Shares, the Company shall have the right to repurchase, at
the exercise price paid per share, any or all of those unvested Shares. The
terms upon which such repurchase right shall be exercisable (including the
period and procedure for exercise and the appropriate vesting schedule for the
purchased shares) shall be established by the Committee or the Board and set
forth in the Option Agreement for the relevant Option.

            (e) Notwithstanding any other provision of this Plan, an Incentive
Stock Option shall not be granted to any person owning directly or indirectly
(through attribution under Section 424(d) of the Code) at the date of grant,
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company (or of its parent or subsidiary corporation (as defined
in Section 424 of the Code) at the date of grant) unless the option price of
such Option is at least 110% of the Fair Market Value of the Shares subject to
such Option on the date the Option is granted, and such Option by its terms is
not exercisable after the expiration of five years from the date such Option is
granted.

            (f) Notwithstanding any other provision of this Plan, and in
addition to any other requirements of this Plan, the aggregate number of Options
granted to any one Optionee in any calendar year may not exceed 200,000, subject
to adjustment as provided in Section 10 hereof.

            6. Option Price. The option price per Share of any Option shall be
any price determined by the Committee or the Board but shall not be less than
the par value per Share; provided, however, that in no event shall the option
price per Share of any Incentive Stock Option be less than the Fair Market Value
of the Shares underlying such Option on the date such Option is granted.

      7. Exercise of Options.

            (a) An Option shall be deemed exercised when (i) the Company has
received written notice of such exercise in accordance with the terms of the
Option, (ii) full payment of the aggregate option price of the Shares as to
which the Option is exercised has been made, and (iii) arrangements that are
satisfactory to the Committee or the Board in its sole discretion have been made
for the Optionee's payment to the Company of the amount that is necessary for
the Company or any Related Entity employing the Optionee to withhold in
accordance with applicable Federal or state tax withholding requirements.

            (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option as well as the method of payment of the exercise price and
of any withholding and employment taxes applicable thereto, shall be determined
by the Committee or the Board and may in the discretion of the Committee or the
Board consist of: (1) cash, (2) certified or official bank check, (3) money
order, (4) Shares that have been held by the Optionee for at least six (6)
months (or such other Shares as the Company determines will not cause the
Company to recognize for financial accounting purposes a charge for compensation
expense), (5) the withholding of Shares issuable upon exercise of the Option,
(6) pursuant to a "cashless exercise" procedure, by delivery of a properly
executed exercise notice together with such other documentation, and subject to
such guidelines, as the Board or the Committee shall require to


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effect an exercise of the Option and delivery to the Company by a licensed
broker acceptable to the Company of proceeds from the sale of Shares or a margin
loan sufficient to pay the exercise price and any applicable income or
employment taxes, or (7) in such other consideration as the Committee or the
Board deems appropriate, or by a combination of the above. In the case of an
Incentive Stock Option, the permissible methods of payment shall be specified at
the time the Option is granted. The Committee or the Board in its sole
discretion may accept a personal check in full or partial payment of any Shares.
If the exercise price is paid, and/or the Optionee's tax withholding obligation
is satisfied, in whole or in part with Shares, or through the withholding of
Shares issuable upon exercise of the Option, the value of the Shares surrendered
or withheld shall be their Fair Market Value on the date the Option is
exercised.

            (c) The Committee or the Board in its sole discretion may, on an
individual basis or pursuant to a general program established in connection with
this Plan, cause the Company to lend money to an Optionee, guarantee a loan to
an Optionee, or otherwise assist an Optionee to obtain the cash necessary to
exercise all or a portion of an Option granted hereunder or to pay any tax
liability of the Optionee attributable to such exercise. If the exercise price
is paid in whole or part with the Optionee's promissory note, such note shall
(i) provide for full recourse to the maker, (ii) be collateralized by the pledge
of the Shares that the Optionee purchases upon exercise of the Option, (iii)
bear interest at the prime rate of the Company's principal lender, and (iv)
contain such other terms as the Committee or the Board in its sole discretion
shall reasonably require.

            (d) No Optionee shall be deemed to be a holder of any Shares subject
to an Option unless and until a stock certificate or certificates for those
Shares are issued to that person(s) under the terms of this Plan. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date the stock certificate is issued, except as
expressly provided in Section 10 hereof.

      8. Exercisability of Options. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee or the Board
shall provide in the Option Agreement for that Option, except as otherwise
provided in this Section 8:

            (a) The expiration date of an Option shall be determined by the
Committee or the Board at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.

            (b) If, but only to the extent provided in the Option Agreement for
an Option, the Option shall become immediately fully exercisable in the event of
a "Change in Control," or in the event that the Option terminates pursuant to
Section 9(b)(i) hereof, or in the event that the Committee or the Board
exercises its discretion to provide a cancellation notice with respect to the
Option pursuant to Section 9(b)(ii) hereof. For this purpose, the term "Change
in Control" shall mean:

                  (i) Approval by the shareholders of the Company of a
reorganization, merger, consolidation or other form of corporate transaction or
series of transactions, in each


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<PAGE>

case, with respect to which persons who were the shareholders of the Company
immediately prior to such reorganization, merger or consolidation or other
transaction do not, immediately thereafter, own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting
securities, in substantially the same proportions as their ownership immediately
prior to such reorganization, merger, consolidation or other transaction, or a
liquidation or dissolution of the Company or the sale of all or substantially
all of the assets of the Company (unless such reorganization, merger,
consolidation or other corporate transaction, liquidation, dissolution or sale
is subsequently abandoned); or

                  (ii) Individuals who, as of the date on which the Option is
granted, hereof, constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the date on which the Option was granted whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board (other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the Directors of the Company) shall be, for
purposes of this Agreement, considered as though such person were a member of
the Incumbent Board; or

                  (iii) The acquisition (other than from the Company) by any
person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act, of beneficial ownership (within the meaning of Rule
13-d promulgated under the Securities Exchange Act) of more than 50% of either
the then outstanding shares of the Company's Common Stock or the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors (hereinafter referred to as the ownership
of a "Controlling Interest") excluding, for this purpose, any acquisitions by
(1) the Company or its Subsidiaries, (2) any person, entity or "group" that as
of the date on which the Option is granted owns beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a
Controlling Interest or (3) any employee benefit plan of the Company or its
Subsidiaries.

            (c) The Committee or the Board may in its sole discretion,
accelerate the date on which any Option may be exercised and may accelerate the
vesting of any Shares subject to any Option or previously acquired by the
exercise of any Option.

      9. Termination of Option Period.

            (a) Unless otherwise provided in any Option Agreement, the
unexercised portion of any Option shall automatically and without notice
terminate and become null and void at the time of the earliest to occur of the
following:

                  (i) three months after the date on which the Optionee's
Continuous Service is terminated other than by reason of (A) Cause, which,
solely for purposes of this Plan, shall mean the termination of the Optionee's
Continuous Service by reason of the Optionee's willful misconduct or gross
negligence, (B) a mental or physical disability (within the meaning


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<PAGE>

of Internal Revenue Code Section 22(e)) of the Optionee as determined by a
medical doctor satisfactory to the Committee or the Board, or (C) death of the
Optionee;

                  (ii) immediately upon the termination of the Optionee's
Continuous Service for Cause;

                  (iii) twelve months after the date on which the Optionee's
Continuous Service is terminated by reason of a mental or physical disability
(within the meaning of Section 22(e) of the Code) as determined by a medical
doctor satisfactory to the Committee or the Board;

                  (iv) (A) twelve months after the date of termination of the
Optionee's Continuous Service by reason of the death of the Optionee, or, if
later, (B) three months after the date on which the Optionee shall die if such
death shall occur during the one year period specified in Subsection 9(a)(iii)
hereof.

            (b) To the extent not previously exercised, (i) each Option shall
terminate immediately in the event of (1) the liquidation or dissolution of the
Company, or (2) any reorganization, merger, consolidation or other form of
corporate transaction (each a "Corporate Transaction") in which either the
Company does not survive or the Shares are exchanged for or converted into
securities issued by another entity, unless the successor or acquiring entity,
or an affiliate thereof, assumes the Option or substitutes an equivalent option
or right pursuant to Section 10(c) hereof, and (ii) the Committee or the Board
in its sole discretion may by written notice ("cancellation notice") cancel,
effective upon the consummation of any Corporate Transaction in which the
Company does survive and the Shares are not exchanged or converted into
securities issued by another entity, any Option that remains unexercised on such
date. The Committee or the Board shall give written notice of any proposed
transaction referred to in this Section 9(b) a reasonable period of time prior
to the closing date for such transaction (which notice may be given either
before or after approval of such transaction), in order that Optionees may have
a reasonable period of time prior to the closing date of such transaction within
which to exercise any Options that then are exercisable (including any Options
that may become exercisable upon the closing date of such transaction). An
Optionee may condition his exercise of any Option upon the consummation of a
transaction referred to in this Section 9(b).

      10. Adjustment of Shares.

            (a) If at any time while the Plan is in effect or unexercised
Options are outstanding, there shall be any increase or decrease in the number
of issued and outstanding Shares through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up, combination or
exchange of Shares, then and in that event, the Board or the Committee shall
make:

                  (i) appropriate adjustment in the maximum number of Shares
available for grant under the Plan, or available for grant to any person under
the Plan, so that the same percentage of the Company's issued and outstanding
Shares shall continue to be subject to being so optioned; and


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<PAGE>

                  (ii) any adjustments it deems appropriate in the number of
Shares and the exercise price per Share thereof then subject to any outstanding
Option, so that the same percentage of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate exercise price.

            (b) Unless otherwise provided in any Option Agreement, the Board or
the Committee may change the terms of Options outstanding under this Plan, with
respect to the option price or the number of Shares subject to the Options, or
both, when, in the sole discretion of the Board or the Committee, such
adjustments become appropriate so as to preserve benefits under the Plan.

            (c) In the event of any Corporate Transaction as defined in Section
9(b) hereof, in which the Company does not survive, or in which the Shares are
exchanged for or converted into securities issued by another entity, then the
successor or acquiring entity or an affiliate thereof may, with the consent of
the Committee or the Board, assume each outstanding Option or substitute an
equivalent option or right pursuant to and in accordance with the terms and
conditions of the agreement effectuating the Corporate Transaction.

            (d) Except as otherwise expressly provided herein, the issuance by
the Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection with
a direct sale or upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into such
shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made to, the number of or exercise price for Shares then
subject to outstanding Options granted under the Plan.

            (e) Without limiting the generality of the foregoing, the existence
of outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

      11. Transferability of Options and Shares.

            (a) No Incentive Stock Option, and unless the prior written consent
of the Committee or the Board is obtained (which consent may be withheld for any
reason) and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Securities Exchange Act no Non-Qualified Stock Option,
shall be subject to alienation, assignment, pledge, charge or other transfer
other than by the Optionee by will or the laws of descent and distribution, and
any attempt to make any such prohibited transfer shall be void. Each Option
shall be exercisable during the Optionee's lifetime only by the Optionee, or in
the case of a Non-


                                      -9-

<PAGE>

Qualified Stock Option that has been assigned or transferred with the prior
written consent of the Committee or the Board, only by the permitted assignee.

            (b) No Shares acquired by an Officer or Director pursuant to the
exercise of an Option may be sold, assigned, pledged or otherwise transferred
prior to the expiration of the six-month period following the date on which the
Option was granted, unless the transaction does not violate the requirements of
Rule 16b-3 promulgated under the Securities Exchange Act.

      12. Issuance of Shares.

            (a) Notwithstanding any other provision of this Plan, the Company
shall not be obligated to issue any Shares unless it is advised by counsel of
its selection that it may do so without violation of the applicable Federal and
State laws pertaining to the issuance of securities, and may require any stock
so issued to bear a legend, may give its transfer agent instructions, and may
take such other steps, as in its judgment are reasonably required to prevent any
such violation.

            (b) As a condition to any sale or issuance of Shares upon exercise
of any Option, the Committee or the Board may require such agreements or
undertakings as the Committee or the Board may deem necessary or advisable to
facilitate compliance with any applicable law or regulation including, but not
limited to, the following:

                  (i) a representation and warranty by the Optionee to the
Company, at the time any Option is exercised, that he is acquiring the Shares to
be issued to him for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and

                  (ii) a representation, warranty and/or agreement to be bound
by any legends endorsed upon the certificate(s) for the Shares that are, in the
opinion of the Committee or the Board, necessary or appropriate to facilitate
compliance with the provisions of any securities laws deemed by the Committee or
the Board to be applicable to the issuance and transfer of those Shares.

      13. Administration of the Plan.

            (a) The Plan shall be administered by the Board or, at the
discretion of the Board, by a committee appointed by the Board (the "Committee")
which shall be composed of two or more Directors. The membership of the
Committee shall be constituted so as to comply at all times with the then
applicable requirements for Outside Directors of Rule 16b-3 promulgated under
the Securities Exchange Act and Section 162(m) of the Code. The Committee shall
serve at the pleasure of the Board and shall have the powers designated herein
and such other powers as the Board may from time to time confer upon it.

            (b) The Committee or the Board, from time to time, may adopt rules
and regulations for carrying out the purposes of the Plan. The determinations of
the Committee or


                                      -10-

<PAGE>

the Board, and its interpretation and construction of any provision of the Plan
or any Option Agreement, shall be final and conclusive.

            (c) Any and all decisions or determinations of the Committee shall
be made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written approval of the
members of the Committee.

      14. Withholding or Deduction for Taxes. If at any time specified herein
for the making of any issuance or delivery of any Option or Common Stock to any
Optionee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or to take any other action in connection with the
issuance or delivery then to be made, the issuance or delivery shall be deferred
until the withholding or deduction shall have been provided for by the Optionee
or beneficiary, or other appropriate action shall have been taken.

      15. Interpretation.

            (a) As it is the intent of the Company that the Plan shall comply in
all respects with Rule 16b-3 promulgated under the Securities Exchange Act
("Rule 16b-3"), any ambiguities or inconsistencies in the construction of the
Plan shall be interpreted to give effect to such intention, and if any provision
of the Plan is found not to be in compliance with Rule 16b-3, such provision
shall be deemed null and void to the extent required to permit the Plan to
comply with Rule 16b-3. The Committee or the Board may from time to time adopt
rules and regulations under, and amend, the Plan in furtherance of the intent of
the foregoing.

            (b) The Plan and any Option Agreements entered into pursuant to the
Plan shall be administered and interpreted so that all Incentive Stock Options
granted under the Plan will qualify as Incentive Stock Options under Section 422
of the Code. If any provision of the Plan or any Option Agreement relating to an
Incentive Stock Option should be held invalid for the granting of Incentive
Stock Options or illegal for any reason, that determination shall not affect the
remaining provisions hereof, but instead the Plan and the Option Agreement shall
be construed and enforced as if such provision had never been included in the
Plan or the Option Agreement.

            (c) This Plan shall be governed by the laws of the State of Florida.

            (d) Headings contained in this Plan are for convenience only and
shall in no manner be construed as part of this Plan.

            (e) Any reference to the masculine, feminine, or neuter gender shall
be a reference to such other gender as is appropriate.

      16. Amendment and Discontinuation of the Plan. The Committee or the Board
may from time to time amend, suspend or terminate the Plan or any Option;
provided, however, that, any amendment to the Plan shall be subject to the
approval of the Company's shareholders if such shareholder approval is required
by any applicable federal or state law or regulation


                                      -11-

<PAGE>

(including, without limitation, Rule 16b-3 or to comply with Section 162(m) of
the Code) or the rules of any Stock exchange or automated quotation system on
which the Common Stock may then be listed or granted. Except to the extent
provided in Sections 9 and 10 hereof, no amendment, suspension or termination of
the Plan or any Option issued hereunder shall substantially impair the rights or
benefits of any Optionee pursuant to any Option previously granted without the
consent of the Optionee.

      17. Effective Date and Termination Date. The effective date of the Plan is
the Effective Date, and the Plan shall terminate on the 10th anniversary of the
Effective Date. The Plan shall be submitted to the shareholders of the Company
for their approval and adoption and Options hereunder may be granted prior to
such approval and adoption but contingent upon such approval and adoption.


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