<PAGE>
                                                                     EXHIBIT 4.3

                        --------------------------------

                             ATLANTIS PLASTICS, INC.
                             2001 STOCK OPTION PLAN

                        --------------------------------

         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.

                  (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)
<PAGE>
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. Section
229.401(b)) the Company identifies a person as an "executive 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.


                                       2
<PAGE>
         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 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.


                                       3
<PAGE>
         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
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


                                       4
<PAGE>
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 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 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;


                                       5
<PAGE>
                           (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

                           (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


                                       6
<PAGE>
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-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 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.


                                       7
<PAGE>
         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 (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.


                                       8