<PAGE>

                                                                   EXHIBIT 10.10

                             IVAX DIAGNOSTICS, INC.
                             1999 STOCK OPTION PLAN

     1. PURPOSES. The purposes of this 1999 Stock Option Plan (the "Plan") are
        --------
to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees of the Company
or its Subsidiaries as well as other individuals who perform services for the
Company or its Subsidiaries, and to promote the success of the Company's
business. Options granted hereunder may be either Incentive Stock Options or
Nonqualified Stock Options, at the discretion of the Board and as reflected in
the terms of the written option agreement.

     2. DEFINITIONS. As used herein, the following definitions shall apply:
        -----------

          (a)  "Affiliate" shall mean, with respect to any Person, any Person
                ---------
               that directly, or indirectly through one or more intermediaries,
               controls, or is controlled by or is under common control with,
               such Person.

          (b)  "Board of Directors" or "Board" shall mean the Board of Directors
                ------------------      -----
               of the Company.

          (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended.
                ----

          (d)  "Common Stock" shall mean the common stock, par value $1.00 per
                ------------
               share, of the Company.

          (e)  "Company" shall mean IVAX Diagnostics, Inc., a Florida
                -------
               corporation, and its successors and assigns.

          (f)  "Committee" shall mean the committee appointed by the Board of
                ---------
               Directors in accordance with paragraph (a) of Section 4 of the
               Plan.

          (g)  "Continuous Status as an Employee" shall mean the absence of any
                -------------------------------
               interruption or termination of service as an Employee. Continuous
               Status as an Employee shall not be considered interrupted for
               purposes of the Plan in the case of sick leave, military leave,
               or any other bona fide leave of absence approved by the Board.

          (h)  "Corporate Transaction" shall be as defined in Section 15(b) of
                ---------------------
               the Plan.

          (i)  "Employee" shall mean any person, including officers and
                --------
               directors, employed by the Company or any Subsidiary. The payment
               of a director's fee by the Company shall not be sufficient to
               constitute the recipient an "employee" of the Company.
<PAGE>

          (j)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
                ------------
               amended.

          (k)  "Incentive Stock Option" shall mean a stock option intended to
                ----------------------
               qualify as an "incentive stock option" within the meaning of
               Section 422 of the Code.

          (l)  "Initial Public Offering" shall mean (i) the public sale, in a
                -----------------------
               best efforts or firm commitment underwriting registered under the
               Securities Act of 1933, as amended, of shares of the Common Stock
               or (ii) the merger or consolidation of the Company with a company
               whose securities, after such merger or consolidation, are listed
               on, admitted to or approved for trading on a national securities
               exchange, the NASDAQ Stock Market or another similar trading
               market, if, after such merger or consolidation, the holders of
               the Company's voting securities (on a fully-diluted basis)
               immediately prior to the merger or consolidation own a majority
               of the ordinary voting power to elect directors of the surviving
               company (on a fully-diluted basis) in each case at any time
               after, but not before, the date of this Plan.

          (m)  "Nonqualified Stock Option" shall mean a stock option not
                -------------------------
               intended to qualify as an Incentive Stock Option.

          (n)  "Option" shall mean a stock option granted pursuant to the Plan.
                ------

          (o)  "Optioned Stock" shall mean the Common Stock subject to an
                --------------
               Option.

          (p)  "Optionee" shall mean the initial recipient of an Option from the
                --------
               Company.

          (q)  "Parent" shall mean a "parent corporation," whether now or
                ------
               hereafter existing, as defined in Section 424(e) of the Code.

          (r)  "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
                ----------
               and Exchange Commission under the Exchange Act or any successor
               rule.

          (s)  "Share" shall mean a share of the Common Stock, as adjusted in
                -----
               accordance with Section 15 of the Plan.

          (t)  "Subsidiary" shall mean a "subsidiary corporation" of the
                ----------
               Company, whether now or hereafter existing, as defined in Section
               424(f) of the Code.

          (u)  "Transferee" shall mean a "transferee" of the Optionee as defined
                ----------
               in Section 14 of the Plan.

          (v)  "Value" shall be as determined in accordance with Section 10(c)
                -----
               of this Plan.

                                      -2-
<PAGE>

     3. STOCK. Subject to the provisions of Section 15 of the Plan, the maximum
        -----
aggregate number of Shares which may be issued under the Plan is One Million
Four Hundred Sixty Thousand (1,460,000). If an Option should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for further grant under the Plan.

     4. ADMINISTRATION.
        --------------

          (a) Committee. The Plan shall be administered by the Board of
              ---------
Directors. The Board, however, may at any time appoint a Committee of two or
more Board members and delegate to such Committee one or more of the
administrative powers allocated to the Board pursuant to the provisions of the
Plan. Members of the Committee shall serve for such period of time as the Board
may determine and shall be subject to removal by the Board at any time. The
Board may also at any time terminate the functions of the Committee and reassume
all powers and authority previously delegated to the Committee.

          (b) Powers of the Board. Subject to the provisions of the Plan, the
              -------------------
Board of Directors shall have the authority, in its discretion: (i) to grant
Incentive Stock Options or Nonqualified Stock Options; (ii) to determine the
fair market value of the Common Stock; (iii) to determine the exercise price per
Share of Options to be granted; (iv) to determine the persons to whom, and the
time or times at which, Options shall be granted and the number of Shares to be
represented by each Option; (v) to determine the vesting schedule of Options to
be granted; (vi) to prescribe, amend and rescind rules and regulations relating
to the Plan; (vii) to determine the terms and provisions of each Option granted
under the Plan (which need not be identical); (viii) to accelerate the exercise
date of any Option (provided, however, that in no event may the exercise date of
any Option be accelerated to a date prior to the date on which an Initial Public
Offering is consummated); (ix) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an Option
previously granted by the Committee; (x) subject to the provisions of the Plan
and subject to such additional limitations and restrictions as the Board of
Directors may impose, to delegate to specific members of management or to a
committee of management personnel the authority to determine: (A) the persons to
whom, and the time and times at which, Options shall be granted and the number
of Shares to be represented by each Option; (B) the vesting schedule of Options;
(C) the term of Options; and (D) other terms and conditions of any Options,
provided that the Board of Directors shall not have the authority to delegate
such matters with respect to awards to be granted to any person subject to
Section 16 of the Exchange Act or any "covered employee" under Section 162(m) of
the Code; and (xi) to interpret the Plan and make all other determinations
deemed necessary or advisable for the administration of the Plan. The Board of
Directors may require the voluntary surrender of all or any portion of any
Option granted under the Plan, or of any other stock option outstanding to
persons eligible to participate in the Plan, as a condition precedent to a grant
of a new Option to such Optionee. Subject to the provisions of the Plan, such
new Option shall be exercisable at the price, during the period and on such
other terms and conditions as are specified by the Board of Directors at the
time the new Option is granted.

                                      -3-
<PAGE>

Upon surrender, the Options surrendered shall be unexercisable and the Shares
previously subject to such Options shall be available for the grant of other
Options.

          (c) Effect of the Board's Decision. All decisions, determinations and
              ------------------------------
interpretations of the Board of Directors shall be final and binding on all
Optionees and Transferees, if any.

     5. ELIGIBILITY. Incentive Stock Options may be granted only to Employees as
        -----------
provided herein. Non-Qualified Stock Options may be granted to Employees, as
well as directors, independent contractors and agents of the Company or its
Subsidiaries. Any person who has been granted an Option may, if he or she is
otherwise eligible, be granted an additional Option or Options. Except as
approved by the Board, subject to the provisions of Section 15 of the Plan, the
maximum number of Shares with respect to which Options may be granted under the
Plan to any Employee in any calendar year is 1% of the outstanding Shares of
Common Stock on the date of adoption of the Plan.

     6. DOLLAR LIMITATION. Except as otherwise provided under the Code, to the
        -----------------
extent that the aggregate fair market value of stock for which Incentive Stock
Options (under all stock option plans of the Company and of any Parent or
Subsidiary) are exercisable for the first time by an Employee during any
calendar year exceeds $100,000, such Options shall be treated as Nonqualified
Stock Options. For purposes of this limitation, (a) the fair market value of
stock is determined as of the time the Option is granted and (b) the limitation
is applied by taking into account Options in the order in which they were
granted.

     7. RIGHTS OF OPTIONEES. The Plan shall not confer upon any Optionee any
        -------------------
right with respect to continuation of employment, nor shall it interfere in any
way with his or her right or the Company's right to terminate his or her
employment at any time.

     8. TERM OF PLAN. The Plan shall become effective upon its adoption by the
        ------------
Board of Directors. The Plan shall continue in effect until June 29, 2009 unless
sooner terminated in accordance with Section 17 of the Plan, and thereafter no
awards will be made under this Plan. Notwithstanding the foregoing, all awards
made under this Plan prior to such date will remain in effect until such awards
have been satisfied or terminated in accordance with the terms and provisions of
this Plan.

     9. TERM OF OPTION. The term of each Option shall be ten years from the date
        --------------
of grant thereof or such shorter term as may be determined by the Board.
However, in the case of an Incentive Stock Option granted to an Employee who,
immediately before the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five years from the date of grant thereof or such shorter
time as may be determined by the Board.

                                      -4-
<PAGE>

     10. EXERCISE PRICE AND CONSIDERATION.
         --------------------------------

          (a) Price. The per Share exercise price for the Shares to be issued
              -----
pursuant to exercise of an Option shall be such price as determined by the
Board, but shall be subject to the following:

               (i) In the case of an Incentive Stock Option which is: (A)
granted to an Employee who, immediately before the grant of such Incentive Stock
Option, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the per
Share exercise price shall be no less than 110% of the fair market value per
Share on the date of grant; and (B) granted to any other Employee, the per Share
exercise price shall be no less than the fair market value per Share on the date
of grant.

               (ii) In the case of a Nonqualified Stock Option, the per Share
exercise price shall be as determined by the Board in its discretion.

          (b) Certain Corporate Transactions. Notwithstanding Section 10(a) of
              ------------------------------
the Plan, in the event the Company substitutes an Option for a stock option
issued by another corporation in connection with a corporate transaction, such
as a merger, consolidation, acquisition of property or stock, separation
(including a spin-off or other distribution of stock or property),
reorganization (whether or not such reorganization comes within the definition
of such term in Section 368 of the Code) or partial or complete liquidation
involving the Company and such other corporation, the exercise price of such
substituted Option shall be as determined by the Board in its discretion
(subject to the provisions of Section 424(a) of the Code in the case of a stock
option that was intended to qualify as an "incentive stock option") to preserve,
on a per Share basis immediately after such corporate transaction, the same
ratio of fair market value per option share to exercise price per Share which
existed immediately prior to such corporate transaction under the option issued
by such other corporation.

          (c) Determination of Value. Prior to the consummation of an Initial
              ----------------------
Public Offering, "Value" shall mean, with respect to a Share, an amount equal to
the consolidated net book value of the Company and its Subsidiaries, as
reflected on the most recent regularly prepared financial statements of the
Company, divided by the total number of shares outstanding as of the balance
sheet date (and, for purposes of this Section 10(c) assuming that all Options
outstanding under this Plan have been exercised, whether or not such Options
are, in fact, exercisable at the time the determination of the Value is made).
Any capital contributions made to the Company by its Parent after the date on
which this Plan is adopted by the Board shall be excluded when making the above
determination of net book value. After the consummation of an Initial Public
Offering and provided there is, at that time, a public market for the Common
Stock, the Value per Share and the fair market value per Share 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 closing price of Common Stock on
such exchange or reporting system, as the case may be, on the date of grant of
the Option, as reported in any

                                      -5-
<PAGE>

newspaper of general circulation, or (ii) if the Common Stock is quoted on the
NASD's OTC Bulletin Board system or any similar system of automated
dissemination of quotations of securities prices in common use, the mean between
the closing bid and asked quotations for Common Stock on the date of grant, as
reported by a generally recognized reporting service.

          (d) Payment. The Board shall determine the methods by which the
              -------
exercise price of an Option may be paid or deemed to be paid, the form of such
payment, including, without limitation, cash, check, Shares, Options, other
options or awards issued under the Company plans, other property (including
notes or other contractual obligations of Optionees or Transferees, if
applicable, to make payment on a deferred basis), or documents executed and
delivered pursuant to "cashless exercise" arrangements, the time at which such
payment shall be deemed to be received, and the methods by which Shares will be
delivered or deemed to be delivered to Optionees or Transferees, if applicable.
When payment of the exercise price for the Shares to be issued upon exercise of
an Option consists of shares of the Company's capital stock, such shares will
not be accepted as payment unless the Optionee or Transferee, if applicable, has
held such shares for the requisite period necessary to avoid a charge to the
Company's earnings for financial reporting purposes.

     11. EXERCISE OF OPTION.
         ------------------

          (a) Procedure for Exercise. Any Option granted hereunder shall be
              ----------------------
exercisable at such times and under such conditions as determined by the Board,
including performance criteria with respect to the Company and/or the Optionee,
and as shall be permissible under the terms of the Plan; provided, however, that
no Options granted hereunder shall be exercisable until the date on which an
Initial Public Offering shall have been consummated. An Option may not be
exercised for a fraction of a Share. An Option shall be deemed to be exercised
when written notice of such exercise has been given to the Company in accordance
with the terms of the Option by the person entitled to exercise the Option and
full payment for the Shares with respect to which the Option is exercised has
been received by the Company. Full payment may, as authorized by the Board,
consist of any consideration and method of payment allowable under Section 10(d)
of the Plan.

          (b) Rights as a Shareholder. Until the issuance of the stock
              -----------------------
certificate evidencing such Shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company),
which in no event will be delayed more than thirty (30) days from the date of
the exercise of the Option, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in the Plan. Exercise of an Option in
any manner shall result in a decrease in the number of Shares which thereafter
may be available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.

                                      -6-
<PAGE>

     12. TERMINATION OF EMPLOYMENT; DEATH OF OPTIONEE.
         --------------------------------------------

          (a) Termination of Status as an Employee Prior to Initial Public
              ------------------------------------------------------------
Offering. If, prior to the consummation of an Initial Public Offering, any
--------
Employee ceases to be in Continuous Status as an Employee any Option held by
such Employee or any Transferee, if applicable, shall terminate immediately and
automatically on the date said Employee ceases to be in Continuous Status as an
Employee; provided, however, that if said Employee first ceases to be in
Continuous Status as an Employee after the second anniversary of the date on
which this Plan is adopted by the Board of Directors but prior to the fourth
anniversary of such adoption, and said Employee ceases to be in Continuous
Status as an Employee other than as a result of the termination by the Company
for deliberate, willful or gross misconduct, each of such Employee's vested
Options shall be automatically converted into the right to receive a cash
payment from the Company equal to (i) the excess of the per Share Value on the
date such Employee ceases to be in Continuous Status as an Employee over the per
Share exercise price of such Option multiplied by (ii) the number of Shares
subject to such Option.

          (b) Termination of Status as an Employee Following Initial Public
              -------------------------------------------------------------
Offering. If, following the consummation of an Initial Public Offering, any
--------
Employee ceases to be in Continuous Status as an Employee, other than (i) by
reason of retirement or (ii) as a result of a termination by the Company for
deliberate, willful or gross misconduct, any Option held by such Employee or
Transferee, if applicable, shall be exercisable within twelve (12) months after
the date said Employee ceases to be in Continuous Status as an Employee (or such
shorter or longer period as the Board shall determine) to the extent the
Employee or Transferee, as applicable, was entitled to exercise such Option as
of the date of such Employee's termination of employment.

          (c) Retirement of Optionee. If, following the consummation of an
              ----------------------
Initial Public Offering, any Employee ceases to be in Continuous Status as an
Employee by reason of such Employee's retirement, any Option held by such
Employee or Transferee, if applicable, shall be exercisable within thirty-six
(36) months after the date said Employee ceases to be in Continuous Status as an
Employee to the extent that the Employee or Transferee, if applicable, was
entitled to exercise such Option as of the date of such Employee's retirement.
For purposes of the Plan, "retirement" means termination of services as an
Employee at or after age 65 other than as a result of deliberate, willful or
gross misconduct.

          (d) Termination for Misconduct. If any Employee ceases to be in
              --------------------------
Continuous Status as an Employee as a result of a termination by the Company for
deliberate, willful or gross misconduct, any Option held by such Employee or
Transferee, if applicable, shall terminate immediately and automatically on the
date of said Employee's termination as an Employee unless otherwise determined
by the Board.

          (e) Death of Optionee. Unless otherwise determined by the Board, any
              -----------------
Option held by an Optionee or any Transferee, if applicable, at the time of the
Optionee's death may be exercised subsequently by either the legal
representative of the Optionee's estate, the person or

                                      -7-
<PAGE>

persons who acquired the right to exercise the Option by bequest or inheritance,
or such Transferee, as the case may be, but only to the extent the Optionee or
Transferee was entitled to exercise such Option as of the date of the Optionee's
death. In the event of the death during the time period specified in Section
12(b) or 12(c), as applicable, of an Optionee who is an Employee the Option may
be exercised, at any time within three (3) months following the date of his
death, by either the legal representative of the Optionee's estate, by a person
or persons who acquired the right to exercise the option by bequest or
inheritance or a Transferee, as the case may be, but only to the extent the
Optionee or Transferee was entitled to exercise such Option as of the date of
the Optionee's death.

          (f) Expiration of Options. None of the events described above in this
              ---------------------
Section 12 shall extend the period of exercisability of the Option beyond the
expiration date thereof. Unless otherwise determined by the Board, to the extent
that an Optionee or Transferee, if applicable, was not entitled to exercise an
Option on the date said Optionee ceased to be in Continuous Status as an
Employee or the date of the Optionee's death, or if the Optionee or Transferee
does not exercise such Option (which they were entitled to exercise) within the
time period specified in this Section 12, the Option shall terminate and become
null and void. Notwithstanding the provisions of Section 12(b), 12(c) or 12(e)
of the Plan, no Options shall be exercisable after an Optionee ceases to be in
Continuous Status as an Employee in the event the Optionee or any Transferee, if
applicable, shall have, during the time period in which his or her Options are
exercisable, engaged in deliberate action which, as determined by the Committee,
causes substantial harm to the interests of the Company or constitutes a breach
of any obligation of the Optionee or such Transferee, if applicable, to the
Company. In such event, the Optionee or Transferee, if applicable, shall forfeit
all rights to any unexercised Option as of the date of such deliberate action.

     13. FAILURE TO CONSUMMATE INITIAL PUBLIC OFFERING. Notwithstanding anything
         ---------------------------------------------
in this Plan or any Option Agreement to the contrary, if the Company shall not
have consummated an Initial Public Offering on or before the fourth anniversary
of the date on which this Plan is adopted by the Board of Directors, then, at
any time on or after such fourth anniversary, any Employee may elect to return
any of such Employee's vested Options to the Company for cancellation in
exchange for a cash payment from the Company equal to (i) the excess of the per
Share Value as of the date such Employee exercises such right over the per Share
exercise price of such Option multiplied by (ii) the number of Shares subject to
such Option, as to which such Option is vested on the date said Employee elects
to exercise such right. The rights and obligations under this Section 13 shall
terminate upon the consummation of an Initial Public Offering.

     14. NON-TRANSFERABILITY OF OPTIONS. During an Optionee's lifetime, an
         ------------------------------
Option may be exercisable only by the Optionee and an Option granted under the
Plan and the rights and privileges conferred thereby shall not be subject to
execution, attachment or similar process and may not be sold, pledged, assigned,
hypothecated, transferred or otherwise disposed of in any manner (whether by
operation of law or otherwise) other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order (as defined in
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder).

                                      -8-
<PAGE>

Notwithstanding the foregoing, to the extent permitted by applicable law and
Rule 16b-3, the Board may grant Nonqualified Stock Options that permit an
Optionee to transfer such Options to any of the following: (1) a spouse or
lineal descendant of the Optionee; (2) a trust established primarily for the
benefit of the Optionee and/or a spouse or lineal descendant of said Optionee;
or (3) any charitable organization exempt from income tax under Section
501(c)(3) of the Code. Any recipient of an Option pursuant to this Section 14
other than the Optionee shall be referred to herein as a "Transferee". Any other
attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of
any Option under the Plan or of any right or privilege conferred thereby,
contrary to the provisions of the Plan, or the sale or levy or any attachment or
similar process upon the rights and privileges conferred hereby, shall be null
and void.

     15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CHANGE IN CONTROL OR OTHER
         ----------------------------------------------------------------------
OCCURRENCES; DISSOLUTION.
------------------------

          (a) In the event that the Board shall determine that any dividend or
other distribution (whether in the form of cash, Shares or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Shares such that an
adjustment is determined by the Board to be appropriate in order to prevent
dilution or enlargement of the rights of Optionees under the Plan, then the
Board shall, in such manner as it may deem equitable, adjust any or all of (i)
the number and kind of Shares which may thereafter be issued in connection with
Options, (ii) the number and kind of Shares issued or issuable in respect of
outstanding Options, (iii) the maximum number of Shares with respect to which
Options may be granted to any Employee and (iv) the vesting, exercisability,
exercise price, grant price, or purchase price relating to any Option or, if
deemed appropriate, make provision for a cash payment with respect to any
outstanding Option; provided, however, that (a) each such adjustment with
respect to an Incentive Stock Option shall comply with the rules of Section
424(a) of the Code (or any successor provision) and (b) in no event shall any
adjustment be made which would render any Incentive Stock Option granted
hereunder other than an "incentive stock option" as defined in Section 422 of
the Code; and provided further, however, that conversion of any convertible
securities of the Company shall not be deemed to dilute or enlarge the rights of
Optionees under the Plan. Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option.

          (b) If, prior to the consummation of an Initial Public Offering, there
shall be consummated (A) any consolidation or merger of the Company in which the
Company is not the surviving corporation (other than a merger of the Company in
which the holders of the Company's outstanding voting securities immediately
prior to the merger have the same proportionate ownership of the surviving
corporation immediately after the merger and other than a merger or
consolidation which itself would result in an Initial Public Offering), or (B)
any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets

                                      -9-
<PAGE>

of the Company to an entity which is not a wholly-owned Subsidiary of the
Company (each of the foregoing a "Corporate Transaction"), then the vesting and
exercisability of each Option outstanding under the Plan shall be automatically
accelerated so that each such Option shall, immediately prior to the specified
effective date of such Corporate Transaction, become fully exercisable with
respect to the total number of Shares subject to such Option and may be
exercised for all or any portion of such Shares. Upon the consummation of such
Corporate Transaction, all outstanding Options under the Plan shall, to the
extent not previously exercised, terminate and cease to be outstanding.

          (c) If, following the Company's consummation of an Initial Public
Offering the shareholders of the Company approve any Corporate Transaction then,
to the extent such Options are not either assumed by the successor corporation
or Parent thereof or replaced with a comparable option to purchase shares of the
capital stock of the successor corporation or Parent thereof, the vesting and
exercisability of each Option outstanding under the Plan shall be automatically
accelerated so that each such Option shall, immediately prior to the specified
effective date of such Corporate Transaction, become fully exercisable with
respect to the total number of Shares subject to such Option and may be
exercised for all or any portion of such Shares. Upon the consummation of such
Corporate Transaction, all outstanding Options under the Plan shall, to the
extent not previously exercised, assumed by the successor corporation or its
Parent or replaced with a comparable option to purchase shares of the capital
stock of the successor corporation or Parent thereof, terminate and cease to be
outstanding.

          (d) In the event of the proposed dissolution or liquidation of the
Company, except pursuant to a Corporate Transaction, all outstanding Options
will terminate immediately prior to the consummation of such proposed
transaction, unless otherwise provided by the Board.

     16. TIME FOR GRANTING OPTIONS. The date of grant of an Option shall be the
         -------------------------
date on which the Board makes the determination granting such Option or such
later date as the Board may specify. Notice of the determination shall be given
to each Employee to whom an Option is so granted within a reasonable time after
the date of such grant.

     17. AMENDMENT AND TERMINATION OF THE PLAN.
         -------------------------------------

          (a) Board Action; Shareholders' Approval. The Board may amend or
              ------------------------------------
terminate the Plan from time to time in such respects as the Board may deem
advisable, without the approval of the Company's shareholders.

          (b) Effect of Amendment or Termination. No amendment or termination or
              ----------------------------------
modification of the Plan shall in any manner affect any Option theretofore
granted without the consent of the Optionee, except that the Committee may amend
or modify the Plan in a manner that does affect Options theretofore granted upon
a finding by the Committee that such amendment or modification is in the best
interest of shareholders or Optionees.

                                      -10-
<PAGE>

     18. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant
         ----------------------------------
to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

     As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by law.

     19. RESTRICTION ON TRANSFER OF SHARES.
         ---------------------------------

          (a) Except as required or permitted under Section 14 hereof, no Shares
issued upon exercise of this Option may be transferred by the Optionee or
Transferee other than by will or the laws of descent and distribution, nor may
any such Shares be pledged or otherwise encumbered, unless and until (i) the
Company has completed any registration or other qualification of such Shares
which the Board shall deem necessary or advisable under any federal or state law
or under the rulings or regulations of the Securities and Exchange Commission or
any other governmental regulatory body, and (ii) the Company has obtained any
approval or other clearance from any federal or state governmental agency or
body which the Board shall determine to be necessary or advisable. Stock
certificates issued and delivered to the Optionee or Transferee in respect of
the Shares shall bear such restrictive legends as the Company shall deem
necessary or advisable pursuant to applicable federal and state securities laws
or for purposes of the Plan and any applicable Option Agreement, including
reference to these restrictions on transfer.

          (b) In the event of an Initial Public Offering, the Optionee or
Transferee shall be bound by the terms of any lock-up restrictions requested by
the underwriter and imposed on any of the shareholders of the Company, and shall
execute and deliver any agreement prepared for that purpose.

          (c) Unless the Board shall expressly determine otherwise in writing,
the Company shall not recognize or give effect to any attempted transfer or
other action taken in violation of the above restrictions, and any such
attempted transfer or other action shall be void ab initio and of no legal
effect.

     20. OPTION AGREEMENTS. Options shall be evidenced by written option
         -----------------
agreements in such form as the Committee shall approve. Such agreements shall
contain such provisions, including, without limitation, restrictions upon the
exercise of the Option, as the Committee shall determine; provided, however,
that in the event of any conflict of any provision of any such option agreement
with any provision of the Plan, the provision of the Plan shall control.

                                      -11-
<PAGE>

     21. INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other rights
         ------------------------------------
of indemnification they may have as directors, the members of the Committee
shall be indemnified by the Company against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal thereon, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved to the extent required by and in the manner provided
by the Articles of Incorporation and Bylaws of the Company), or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member did not act in good faith and in a manner
he or she reasonably believed to be in and not opposed to the best interests of
the Company; provided that within 60 days after institution of any such action,
suit or proceeding a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

     22. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
         ------------------------
other stock option or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for Employees of
the Company or any Subsidiary.

     23. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular
         ------------------------
shall include the plural, and the masculine pronoun shall include the feminine
gender.

     24. HEADINGS. Headings of Articles and Sections hereof are inserted for
         --------
convenience and reference; they constitute no part of the Plan.

     25. WITHHOLDINGS. The Company and any Subsidiary may, to the extent
         ------------
permitted by law, deduct from any payments or transfers of any kind due to an
Optionee the amount of any federal, state, local or foreign taxes required by
any governmental regulatory authority to be withheld or otherwise deducted with
respect to the Options or the Optioned Stock.

     26. GOVERNING LAW. The Plan, the Options granted hereunder and all related
         -------------
matters shall be governed by, and construed and enforced in accordance with, the
laws of the State of Florida.

     27. RESERVATION OF SHARES. The Company shall, during the term of the Plan
         ---------------------
and any Options granted hereunder, reserve and keep available sufficient number
of shares of Common Stock to permit the exercise of all Options outstanding
hereunder.

                                      -12-