Exhibit 10.20


                 ECOS Group, Inc. 2000 Equity Compensation Plan


         1.       ESTABLISHMENT, EFFECTIVE DATE AND TERM

         ECOS GROUP, INC., a Florida corporation ("ECOS"), hereby establishes
the "ECOS Group, Inc. 2000 Equity Participation Plan" (the "Plan"). The
effective date of the Plan shall be July 11, 2000 (the "Effective Date"), which
is the date that the Plan was approved and adopted by the Board of Directors of
ECOS (the "Board"). Unless earlier terminated pursuant to Section 18 hereof, the
Plan shall terminate on July 11, 2010.

         2.       PURPOSE

         The purpose of the Plan is to advance the interests of ECOS by
providing Eligible Individuals (as defined in Section 3 below) with an
opportunity to acquire or increase a proprietary interest in ECOS, which thereby
will create a stronger incentive to expend maximum effort for the growth and
success of ECOS and ECOS's subsidiaries, and will encourage such individuals to
remain in the employ of ECOS or one or more of its subsidiaries.

         3.       ELIGIBILITY

         Options (as defined in Section 6 below) or Restricted Stock (as defined
in Section 15 below) (Options and Restricted Stock are collectively referred to
as "Award(s)") may be granted under the Plan to any employee, officer, or
director (employee and non-employee directors) of the Company (as defined in
Section 6 below) as determined by the Board from time to time on the basis of
their importance to the business of ECOS (collectively, "Eligible Individuals"),
provided that Incentive Stock Options (as defined in Section 6 below) may only
be granted to employees of the Company. An individual may hold more than one
Award, subject to such restrictions as are provided herein.

         4.       ADMINISTRATION

                  (a)      Board. The Plan shall be administered by the Board or
                           a Committee (as defined in Section 4(b)), which shall
                           have the full power and authority to take all
                           actions, and to make all determinations required or
                           provided for under the Plan, any Award granted, any
                           Option Agreement (as defined in Section 9 below) or
                           any Restricted Stock Agreement (as defined in Section
                           15 below) (Option Agreements and Restricted Stock
                           Agreements are collectively referred to as "Award
                           Agreements") entered into under the Plan and all such
                           other actions and determinations not inconsistent
                           with the specific terms and provisions of the Plan
                           deemed by the Board to be necessary or appropriate to
                           the administration of the Plan, any Award granted or
                           any Award Agreement entered into hereunder. The Board
                           may correct any defect or supply any omission or
                           reconcile any inconsistency in the Plan or in any
                           Award Agreement in the manner and to the extent it
                           shall deem expedient to carry the Plan into effect
                           and shall be the sole and final judge of such
                           expediency. All such actions and determinations shall
                           be by the affirmative vote of a majority of the
                           members of the Board present at a meeting at which
                           any issue relating to the Plan is properly raised for
                           consideration or without a meeting by written consent
                           of the Board executed in accordance with ECOS's
                           Articles of Incorporation and By-Laws and applicable
                           law. The interpretation and construction by the Board
                           of any provision of the Plan, any Award granted or
                           any Award Agreement entered into hereunder shall be
                           final and conclusive.

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                  (b)      Committees. The Board may, in its discretion, from
                           time to time appoint one or more committees (the
                           "Committees"). Where appropriate, any reference to
                           the Board in this Plan or an Award Agreement shall
                           also mean such Committees as appointed by the Board.
                           The Board shall appoint a committee consisting of not
                           less than two members of the Board, none of whom
                           shall be an officer or other salaried employee of the
                           Company, and each of whom shall qualify in all
                           respects as a "non-employee director" and an "outside
                           director" as defined in Rule 16b-3 promulgated under
                           the Securities Exchange Act of 1934, as amended (the
                           "Exchange Act"), and an "outside director" for
                           purposes of Section 162(m) of the Code (the "Outside
                           Director Committee"). The Board, in its sole
                           discretion, may provide that the role of the
                           Committees shall be limited to making recommendations
                           to the Board concerning any determinations to be made
                           and actions to be taken by the Board pursuant to or
                           with respect to the Plan, or the Board may delegate
                           to the Committees such powers and authorities related
                           to the administration of the Plan, as set forth in
                           Section 4(a) above, as the Board shall determine,
                           consistent with the Articles of Incorporation and
                           By-Laws of ECOS and applicable law. The Board may
                           remove members, add members, and fill vacancies on
                           the Committees from time to time, all in accordance
                           with ECOS's Articles of Incorporation and By-Laws,
                           and with applicable law. The majority vote of a
                           Committee, or acts reduced to or approved in writing
                           by a majority of the members of a Committee, shall be
                           the valid acts of the Committee.

                  (c)      No Liability. No member of the Board or of the
                           Committees shall be liable for any action or
                           determination made in good faith with respect to the
                           Plan, any Award granted or any Award Agreement
                           entered into hereunder.

                  (d)      Delegation to the Committees. In the event that the
                           Plan, any Award granted or any Award Agreement
                           entered into hereunder provides for any action to be
                           taken by or determination to be made by the Board,
                           such action may be taken by or such determination may
                           be made by a Committee if the power and authority to
                           do so has been delegated to such Committee by the
                           Board as provided for in Section 4(b) above. Unless
                           otherwise expressly determined by the Board, any such
                           action or determination by a Committee shall be final
                           and conclusive.

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         5.       COMMON STOCK

         The capital stock of ECOS that may be issued pursuant to Awards granted
under the Plan shall be shares of common stock, with par value of $.012 per
share, of ECOS (the "Common Stock"), which shares may be treasury shares or
authorized but unissued shares. The total number of shares of Common Stock that
may be issued pursuant to Awards granted under the Plan shall be three million
one hundred twenty-seven thousand one hundred eighty-six (3,127,186) shares,
subject to adjustment as provided in Section 19 below. If any Award expires,
terminates, or is terminated or canceled for any reason prior to exercise in
full, the shares of Common Stock that were subject to the unexercised portion of
such Award shall be available for future Awards granted under the Plan.

         6.       TYPE OF OPTIONS

         Each stock option granted under the Plan (an "Option") may be
designated by the Board, in its sole discretion, either as (i) an "incentive
stock option" ("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or
(ii) as a non-qualified stock option which is not intended to meet the
requirements of Section 422 of the Code ("Non-Qualified Stock Options");
provided, however, that Incentive Stock Options may only be granted to employees
of ECOS, any "subsidiary corporation" as defined in Section 424 of the Code (a
"Subsidiary") or any "parent corporation" as defined in Section 424 of the Code
(a "Parent") (ECOS, Parent and Subsidiary are collectively referred to as the
"Company"). In the absence of any designation, Options granted under the Plan
will be deemed to be Non-Qualified Stock Options. 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. Options
designated as Incentive Stock Options that fail to continue to meet the
requirements of Section 422 of the Code shall be redesignated as Non-Qualified
Stock Options automatically on the date of such failure to continue to meet such
requirements without further action by the Board.

         7.       GRANT OF OPTIONS

         Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time, prior to the date of termination of the Plan, grant
to such Eligible Individuals as the Board may determine ("Optionees"), Options
to purchase such number of shares of Common Stock on such terms and conditions
as the Board may determine. The date on which the Board approves the grant of an
Option (or such later date as is specified by the Board) shall be considered the
date on which such Option is granted. Any Option granted to a "covered employee"
as defined in Section 162(m)(3) of the Code ("Covered Employee") shall be made
by the Outside Director Committee. The maximum number of shares of Common Stock
subject to Options that may be granted during any calendar year under the Plan
to any Covered Employee shall be one million (1,000,000).

         8.       LIMITATION ON INCENTIVE STOCK OPTIONS

                  (a)      Ten Percent Stockholder. Notwithstanding any other
                           provision of this Plan to the contrary, no individual
                           may receive an Incentive Stock Option under the Plan
                           if such individual, at the time the Option is
                           granted, owns (after application of the rules
                           contained in Section 424(d) of the Code) stock
                           possessing more than ten percent (10%) of the total
                           combined voting power of all classes of stock of the
                           Company, unless (i) the purchase price for each share
                           of Common Stock subject to such Incentive Stock
                           Option is at least 110 percent (110%) of the fair
                           market value of a share of Common Stock on the date
                           of grant (determined in accordance with Section 10
                           below) and (ii) such Incentive Stock Option is not
                           exercisable after the date which is five (5) years
                           from the date of grant.

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                  (b)      Limitation on Grants. The aggregate fair market value
                           (determined with respect to each Incentive Stock
                           Option at the time such Incentive Stock Option is
                           granted and in accordance with Section 10 below) of
                           the shares of Common Stock with respect to which
                           Incentive Stock Options are exercisable for the first
                           time by an individual during any calendar year (under
                           this Plan or any other plan of the Company) shall not
                           exceed $100,000. If an Incentive Stock Option is
                           granted pursuant to which the aggregate fair market
                           value of shares with respect to which it first
                           becomes exercisable in any calendar year by an
                           individual exceeds such $100,000 limitation, the
                           portion of such Option which is in excess of the
                           $100,000 limitation, and any Options issued
                           subsequently in the same calendar year, shall be
                           treated as a Non-Qualified Stock Option pursuant to
                           Section 422(d)(1) of the Code. In the event that an
                           individual is eligible to participate in any other
                           stock option plan of the Company which is also
                           intended to comply with the provisions of Section 422
                           of the Code, such $100,000 limitation shall apply to
                           the aggregate number of shares for which Incentive
                           Stock Options may be granted under this Plan and all
                           such other plans.

         9.       OPTION AGREEMENTS

         All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by ECOS and by the Optionee, in
such form or forms as the Board shall from time to time determine. Option
Agreements covering Options granted from time to time or at the same time need
not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan.

         10.      OPTION PRICE

         The purchase price of each share of Common Stock subject to an Option
(the "Option Price") shall be fixed by the Board and stated in each Option
Agreement, and subject to the provisions of Section 8(a) above, shall be not
less than 100 percent (100%) of the fair market value of a share of Common Stock
on the date the Option is granted. The fair market value shall be the closing
price of a share of Common Stock on the national securities exchange on which
ECOS's Common Stock is traded on the last trading day immediately prior to the
date of grant; provided, however, that when granting Incentive Stock Options,
the Board shall determine fair market value in accordance with the provisions of
Section 422 of the Code.

         11.      TERM AND VESTING OF OPTIONS

                  (a)      Option Period. Subject to the provisions of Sections
                           8(a) and Section 14 hereof, each Option granted under
                           the Plan shall terminate and all rights to purchase
                           shares thereunder shall cease upon the expiration of
                           ten (10) years from the date such Option is granted,
                           or on such date prior thereto as may be fixed by the
                           Board and stated in the Option Agreement relating to
                           such Option. Notwithstanding the foregoing, the Board
                           may in its discretion, at any time prior to the
                           expiration or termination of any Option, extend the
                           term of any such Option for such additional period as
                           the Board in its discretion may determine; provided,
                           however, that in no event shall the aggregate option
                           period with respect to any Option, including the
                           initial term of such Option and any extensions
                           thereof, exceed (10) years.


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                  (b)      Vesting Each Option Agreement will specify the
                           vesting schedule, if any, applicable to Options.
                           Notwithstanding the foregoing, the Board may in its
                           discretion provide that any vesting requirement or
                           other such limitation on the exercise of an Option
                           may be rescinded, modified or waived by the Board, in
                           its sole discretion, at any time and from time to
                           time after the date of grant of such Option, so as to
                           accelerate the time at which the Option may be
                           exercised.

         12.      MANNER OF EXERCISE AND PAYMENT

                  (a)      Exercise. An Option that is exercisable hereunder may
                           be exercised by delivery to ECOS on any business day,
                           at its principal office, addressed to the attention
                           of the Chief Financial Officer, of written notice of
                           exercise, which notice shall specify the number of
                           shares with respect to which the Option is being
                           exercised, and shall be accompanied by payment in
                           full of the Option Price of the shares for which the
                           Option is being exercised, by one or more of the
                           methods provided below. The minimum number of shares
                           of Common Stock with respect to which an Option may
                           be exercised, in whole or in part, at any time shall
                           be the lesser of one hundred (100) shares or the
                           maximum number of shares available for purchase under
                           the Option at the time of exercise.

                  (b)      Payment. Payment of the Option Price for the shares
                           of Common Stock purchased pursuant to the exercise of
                           an Option shall be made (i) in cash or in cash
                           equivalents; (ii) to the extent permitted by
                           applicable law and agreed to by the Board in its sole
                           and absolute discretion, through the tender to ECOS
                           of shares of Common Stock, which shares shall be
                           valued, for purposes of determining the extent to
                           which the Option Price has been paid thereby, at
                           their fair market value (determined in the manner
                           described in Section 10 above) on the date of
                           exercise; (iii) to the extent permitted by applicable
                           law and agreed to by the Board in its sole and
                           absolute discretion, by delivering a written
                           direction to ECOS that the Option be exercised
                           pursuant to a "cashless" exercise/sale procedure
                           (pursuant to which funds to pay for exercise of the
                           Option are delivered to ECOS by a broker upon receipt
                           of stock certificates from ECOS) or a "cashless"
                           exercise/loan procedure (pursuant to which the
                           Optionees would obtain a margin loan from a broker to
                           fund the exercise) through a licensed broker
                           acceptable to ECOS whereby the stock certificate or
                           certificates for the shares of Common Stock for which
                           the Option is exercised will be delivered to such
                           broker as the agent for the individual exercising the
                           Option and the broker will deliver to ECOS cash (or
                           cash equivalents acceptable to ECOS) equal to the
                           Option Price for the shares of Common Stock purchased
                           pursuant to the exercise of the Option plus the
                           amount (if any) of federal and other taxes that ECOS
                           may, in its judgment, be required to withhold with
                           respect to the exercise of the Option; (iv) to the
                           extent permitted by applicable law and agreed to by
                           the Board in its sole and absolute discretion, by the
                           delivery of a promissory note of the Optionee to ECOS
                           on such terms as the Board shall specify in its sole
                           and absolute discretion; or (v) by a combination of
                           the methods described in clauses (i), (ii), (iii) and
                           (iv). Payment in full of the Option Price need not
                           accompany the written notice of exercise if the
                           Option is exercised pursuant to the "cashless"
                           exercise/sale procedure described above. An attempt
                           to exercise any Option granted hereunder other than
                           as set forth above shall be invalid and of no force
                           and effect.

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                  (c)      Issuance of Certificates. Promptly after the exercise
                           of an Option, the individual exercising the Option
                           shall be entitled to the issuance of a certificate or
                           certificates evidencing his ownership of such shares
                           of Common Stock. An individual holding or exercising
                           an Option shall have none of the rights of a
                           stockholder until the shares of Common Stock covered
                           thereby are fully paid and issued to him and, except
                           as provided in Section 19 below, no adjustment shall
                           be made for dividends or other rights for which the
                           record date is prior to the date of such issuance.

         13.      TRANSFERABILITY OF OPTIONS

                  (a)      Incentive Stock Options. No Incentive Stock Option
                           shall be assignable or transferable by the Optionee
                           to whom it is granted, other than by will or the laws
                           of descent and distribution.

                  (b)      Non-Qualified Stock Options. Unless otherwise
                           permitted by the Board in its sole and absolute
                           discretion, no non-qualified stock option shall be
                           assignable or transferable by the Optionee to whom it
                           is granted, other than by will or the laws of descent
                           and distribution; provided, however, that if no
                           consideration is received for the transfer, an
                           Optionee may transfer Non-Qualified Stock Options to
                           the Optionee's children, spouse, grandchildren or an
                           entity (including a trust) established solely for the
                           benefit of the Optionee or the Optionee's children,
                           spouse or grandchildren. A Non-Qualified Stock Option
                           transferred pursuant to this Section shall be subject
                           to the terms and conditions applicable to the Option
                           immediately before the transfer.

         14.      TERMINATION OF EMPLOYMENT, DEATH, OR DISABILITY

                  (a)      General. Unless otherwise provided in an Option
                           Agreement, upon the termination of the employment or
                           other service of an Optionee with the Company, other
                           than by reason of Cause (as defined below), death or
                           "permanent and total disability" (within the meaning
                           of Section 22(e)(3) of the Code) of such Optionee,
                           any Option granted to such Optionee which has vested
                           as of the date upon which the termination occurs
                           shall be exercisable for a period not to exceed
                           ninety (90) days after such termination. Upon such
                           termination the Optionee's unvested Options shall
                           expire and the Optionee shall have no further right
                           to purchase shares of Common Stock pursuant to such
                           unvested Option. Notwithstanding the provisions of
                           this Section 14, the Board may provide, in its
                           discretion, that following the termination of
                           employment or service of an Optionee with Company
                           (for any reason), an Optionee may exercise an Option,
                           in whole or in part, at any time subsequent to such
                           termination of employment or service and prior to
                           termination of the Option pursuant to Section 11(a)
                           above, either subject to or without regard to any
                           vesting or other limitation on exercise imposed
                           pursuant to Section 11(b) above. Unless otherwise
                           determined by the Board, temporary absence from
                           employment or service because of illness, vacation,
                           approved leaves of absence, military service and
                           transfer of employment shall not constitute a
                           termination of employment or service with the
                           Company.

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                  (b)      Cause. Upon termination of the employment or other
                           service of an Optionee with the Company for Cause,
                           any Option granted to the Optionee shall expire
                           immediately and the Optionee shall have no further
                           right to purchase shares of Common Stock pursuant to
                           such Options. For purposes of the Plan, "Cause" means
                           (i) failure or refusal of the Optionee to perform the
                           duties and responsibilities that the Company requires
                           to be performed by him, (ii) gross negligence or
                           willful misconduct by the Optionee in the performance
                           of his duties, (iii) commission by the Optionee of an
                           act of dishonesty affecting the Company, or the
                           commission of an act constituting common law fraud or
                           a felony, or (iv) the Optionee's commission of an act
                           (other than the good faith exercise of his business
                           judgment in the exercise of his responsibilities)
                           resulting in material damages to the Company.
                           Notwithstanding the above, if an Optionee and the
                           Company have entered into an employment agreement
                           which defines the term "Cause" for purposes of such
                           employment agreement, "Cause" shall be defined
                           pursuant to the definition in such employment
                           agreement with respect to such Optionee's Options.
                           The Board shall determine whether Cause exists for
                           purposes of this Plan.

                  (c)      Death or  Disability. If an Optionee's employment or
                           service with the Company terminates by reason of
                           death or "permanent and total disability" (within the
                           meaning of Section 22(e)(3) of the Code), any Option
                           granted to such Optionee which has vested as of the
                           date upon which the termination occurs shall be
                           exercisable for a period not to exceed one (1) year
                           after such termination. Upon such termination, the
                           Optionee's unvested Options shall expire and the
                           Optionee (and his beneficiaries) shall have no
                           further right to purchase shares of Common Stock
                           pursuant to such unvested Option. In the event the
                           Optionee's employment is terminated by reason of
                           death, any vested Options held by such Optionee at
                           the date of such Optionee's death may be exercised,
                           in whole or in part, by the Optionee's estate, the
                           devisee named in the Optionee's valid last will and
                           testament or the Optionee's heir at law who inherits
                           the Option any portion of the Option.

         15.      RESTRICTED STOCK

                  (a)      Grant of Restricted Stock. Subject to the provisions
                           of the Plan, the Board may, at any time and from time
                           to time, prior to the date of termination of the
                           Plan, grant to such Eligible Individuals as the Board
                           may determine ("Recipients"), shares of Common Stock
                           subject to any restrictions as the Board deems
                           advisable ("Restricted Stock"), in such amounts as
                           the Board shall determine in its sole and absolute
                           discretion. Each grant of Restricted Stock will
                           satisfy the requirements as set forth in this Section
                           15.

                  (b)      Written Agreement. All Restricted Stock granted
                           pursuant to the Plan will be evidenced by written
                           agreement (a "Restricted Stock Agreement"). Each
                           Restricted Stock Agreement shall specify the number
                           of shares of Restricted Stock awarded to the
                           Recipient and contain such provisions as the Board
                           shall deem appropriate at the date the Restricted
                           Stock is granted. The terms of the Restricted Stock
                           Agreement need not be identical for different
                           Recipients; provided, however, that all such
                           Restricted Stock Agreements shall comply with all
                           terms of the Plan. The Restricted Stock Agreement
                           shall specify the period during which the applicable
                           restrictions apply to the Restricted Stock (the
                           "Period of Restriction").

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                  (c)      Restrictions. The Board shall impose such
                           restrictions on any Restricted Stock granted pursuant
                           to this Plan as it may deem advisable including,
                           without limitation, vesting restrictions,
                           restrictions based upon the achievement of specific
                           Company-wide and/or individual performance goals,
                           and/or restrictions under applicable federal or state
                           securities laws, and may legend the certificate
                           representing Restricted Stock to give appropriate
                           notice of such restrictions.

                  (d)      Transferability. Unless otherwise permitted by the
                           Board in its sole and absolute discretion, the
                           Restricted Stock granted under this Plan may not be
                           sold, transferred, pledged, assigned or otherwise
                           alienated or hypothecated until the end of the
                           applicable Period of Restriction established by the
                           Board at grant and specified in the Restricted Stock
                           Agreement, or upon earlier satisfaction of any other
                           conditions, as specified by the Board at grant and
                           specified in the Restricted Stock Agreement.

                  (e)      Certificate Legend. In addition to any legends placed
                           on certificates pursuant to Section 15(c) above, each
                           certificate representing shares of Restricted Stock
                           granted pursuant to this Plan shall bear the
                           following legend:

                           "The sale or other transfer of the shares of stock
                           represented by this certificate, whether voluntary,
                           involuntary, or by operation of law, is subject to
                           certain restrictions on transfer as set forth in the
                           ECOS Group, Inc., 2000 Equity Participation Plan, as
                           amended, and in a Restricted Stock Agreement dated
                           _______________. A copy of the Plan and the
                           Restricted Stock Agreement may be obtained from the
                           Chief Financial Officer of ECOS."

                  (f)      Removal of Restrictions. Except as otherwise provided
                           in this Section 15, shares of Restricted Stock shall
                           become freely transferable by the Recipient after the
                           last day of the Period of Restriction. Once the
                           shares of Restricted Stock are released from the
                           restrictions, the Recipient shall be entitled to have
                           the legend required by Section 15(e) above removed
                           from his share certificate.

                  (g)      Shareholder Rights. During the Period of Restriction,
                           the Restricted Stock shall be treated as outstanding
                           and the Recipient holding shares of Restricted Stock
                           may exercise full voting rights with respect to such
                           shares and shall be entitled to receive all dividends
                           and other distributions paid with respect to such
                           shares while they are so held. If any such dividends
                           or distributions are paid in shares of Common Stock,
                           such shares shall be subject to the same restrictions
                           on transferability and forfeitability as the shares
                           of Restricted Stock with respect to which they were
                           paid.

                  (h)      Death or Disability. Unless otherwise  provided in a
                           Restricted Stock Agreement, if a Recipient's
                           employment or service with the Company terminates by
                           reason of death or "total and permanent disability"
                           (within the meaning of Section 22(e)(3) of the Code),
                           all nonvested shares of Restricted Stock held by the
                           Recipient shall be forfeited immediately and returned
                           to the Company; provided, however, that the Board may
                           provide, in its sole and absolute discretion, on a
                           case by case basis, that some or all of the
                           restrictions on the Recipient's shares of Restricted
                           Stock shall expire on the date of such termination.

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                  (i)      Termination of Service. Unless otherwise provided in
                           a Restricted Stock Agreement, if the Recipient's
                           employment or service with the Company terminates for
                           any reason other than death or disability, all
                           nonvested shares of Restricted Stock held by the
                           Recipient shall be forfeited immediately and returned
                           to the Company; provided, however, that the Board may
                           provide, in its sole and absolute discretion, on a
                           case by case basis, that some or all of the
                           restrictions on the Recipient's shares of Restricted
                           Stock shall expire on the date of such termination.

         16.      USE OF PROCEEDS

         The proceeds received by ECOS from the sale of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of ECOS.

         17.      REQUIREMENTS OF LAW

                  (a)      Violations of Law. The Company shall not be required
                           to sell or issue any shares of Common Stock under any
                           Award if the sale or issuance of such shares would
                           constitute a violation by the individual exercising
                           the Option, the Recipient or the Company of any
                           provisions of any law or regulation of any
                           governmental authority, including without limitation
                           any federal or state securities laws or regulations.
                           Any determination in this connection by the Board
                           shall be final, binding, and conclusive. The Company
                           shall not be obligated to take any affirmative action
                           in order to cause the exercise of an Option or the
                           issuance of shares pursuant thereto or the grant of
                           Restricted Stock to comply with any law or regulation
                           of any governmental authority.

                  (b)      Registration. At the time of any exercise of any
                           Option or receipt of Restricted Stock, the Company
                           may, if it shall determine it necessary or desirable
                           for any reason, require the Optionee or Recipient (or
                           Optionee's or Recipient's heirs, legatees or legal
                           representative, as the case may be), as a condition
                           to the exercise or grant thereof, to deliver to the
                           Company a written representation of present intention
                           to purchase the shares for their own account as an
                           investment and not with a view to, or for sale in
                           connection with, the distribution of such shares,
                           except in compliance with applicable federal and
                           state securities laws with respect thereto. In the
                           event such representation is required to be
                           delivered, an appropriate legend may be placed upon
                           each certificate delivered to the Optionee or
                           Recipient (or Optionee's or Recipient's heirs,
                           legatees or legal representative, as the case may be)
                           upon his or her exercise of part or all of the Option
                           and a stop transfer order may be placed with the
                           transfer agent. Each Award shall also be subject to
                           the requirement that, if at any time the Company
                           determines, in its discretion, that the listing,
                           registration or qualification of the shares subject
                           to the Award upon any securities exchange or under
                           any state or federal law, or the consent or approval
                           of any governmental regulatory body is necessary or
                           desirable as a condition of or in connection with,
                           the issuance or purchase of the shares thereunder,
                           the Option may not be exercised in whole or in part
                           and the restrictions on the Restricted Stock may not
                           be removed unless such listing, registration,
                           qualification, consent or approval shall have been
                           effected or obtained free of any conditions not
                           acceptable to Company in its sole discretion. The
                           Company shall not be obligated to take any
                           affirmative action in order to cause the
                           exercisability or vesting of an Option or to cause
                           the exercise of an Option or the issuance of shares
                           pursuant thereto, or to cause the grant of Restricted
                           Stock to comply with any law or regulation of any
                           governmental authority.

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                  (c)      Withholding. The Board may make such provisions and
                           take such steps as it may deem necessary or
                           appropriate for the withholding of any taxes that the
                           Company is required by any law or regulation of any
                           governmental authority, whether federal, state or
                           local, domestic or foreign, to withhold in connection
                           with the exercise of any Option, the grant of
                           Restricted Stock or the removal of restrictions on
                           the Restricted Stock, including, but not limited to:
                           (i) the withholding of delivery of shares of Common
                           Stock until the holder of the Option or Restricted
                           Stock reimburses the Company for the amount the
                           Company is required to withhold with respect to such
                           taxes, (ii) the canceling of any number of shares of
                           Common Stock issuable in an amount sufficient to
                           reimburse the Company for the amount it is required
                           to so withhold, (iii) withholding the amount due from
                           any such person's wages or compensation due to such
                           person, or (iv) requiring the Optionee to pay the
                           Company cash in the amount the Company is required to
                           withhold with respect to such taxes.

                  (d)      Governing Law. This Plan shall be governed by, and
                           construed and enforced in accordance with, the laws
                           of the State of Florida.

         18.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Common Stock as to which Awards have not
been granted; provided, however, that the approval by a majority of the votes
present and entitled to vote at a duly held meeting of the stockholders of ECOS
at which a quorum representing a majority of all outstanding voting stock is,
either in person or by proxy, present and voting on the amendment, or by written
consent in accordance with applicable state law and the Articles of
Incorporation and By-Laws of ECOS shall be required for any amendment (i) that
changes the requirements as to Eligible Individuals to receive Awards under the
Plan, (ii) that increases the maximum number of shares of Common Stock in the
aggregate that may be sold or issued pursuant to Awards that are granted under
the Plan (except as permitted under Section 19 hereof), or (iii) if approval of
such amendment is necessary to comply with federal or state law (including
without limitation Section 162(m) of the Code and Rule 16b-3 under the Exchange
Act) or with the rules of any stock exchange or automated quotation system on
which the Common Stock may be listed or traded. Except as permitted under
Section 19 hereof, no amendment, suspension or termination of the Plan shall,
without the consent of the holder of the Award, alter or impair rights or
obligations under any Award theretofore granted under the Plan.

         19.      RECAPITALIZATION, REORGANIZATIONS, CHANGE IN CONTROL AND OTHER
                  CORPORATE EVENTS

                  (a)      Recapitalization. If the outstanding shares of Common
                           Stock are increased or decreased or changed into or
                           exchanged for a different number or kind of shares or
                           other securities of ECOS by reason of any
                           recapitalization, reclassification, reorganization
                           (other than as described in Section 19(b) below),
                           stock split, reverse split, combination of shares,
                           exchange of shares, stock dividend or other
                           distribution payable in capital stock of ECOS, or
                           other increase or decrease in such shares effected
                           without receipt of consideration by ECOS, occurring
                           after the Effective Date, an appropriate and
                           proportionate adjustment shall be made by the Board
                           (i) in the aggregate number and kind of shares of
                           Common Stock available under the Plan, (ii) in the
                           number and kind of shares of Common Stock issuable
                           upon exercise (or vesting) of outstanding Awards
                           granted under the Plan, and (iii) in the Option Price
                           per share of outstanding Options granted under the
                           Plan.

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                  (b)      Reorganization. Unless otherwise provided in an Award
                           Agreement, in the event of a Reorganization (as
                           defined below) of ECOS, the Board may in its sole and
                           absolute discretion, provide on a case by case basis
                           that some or all outstanding Awards may become
                           immediately exercisable, without regard to any
                           limitation on exercise imposed pursuant to Section
                           11(b). In the event of a Reorganization of ECOS, the
                           Board may, in its sole and absolute discretion,
                           provide on a case by case basis that Options shall
                           terminate upon a Reorganization, provided however,
                           that Optionee shall have the right, immediately prior
                           to the occurrence of such Reorganization and during
                           such reasonable period as the Board in its sole
                           discretion shall determine and designate, to exercise
                           any vested Option in whole or in part. In the event
                           that the Board does not terminate an Option upon a
                           Reorganization of ECOS, then each outstanding Option
                           shall upon exercise thereafter entitle the holder
                           thereof to such number of shares of Common Stock or
                           other securities or property to which a holder of
                           shares of Common Stock would have been entitled to
                           upon such Reorganization. For purposes of this Plan a
                           "Reorganization" of an entity shall be deemed to
                           occur if such entity is a party to a merger,
                           consolidation, reorganization, or other business
                           combination with one or more entities in which said
                           entity is not the surviving entity, if such entity
                           disposes of substantially all of its assets, or if
                           such entity is a party to a spin-off, split-off,
                           split-up or similar transaction; provided, however,
                           that the transaction shall not be a Reorganization if
                           ECOS, any Parent or any Subsidiary is the surviving
                           entity.

                  (c)      Change in Control. Unless otherwise provided in an
                           Award Agreement, in the event of a Change in Control
                           (as defined below) of ECOS, the Board may, in its
                           sole and absolute discretion, provide on a case by
                           case basis that some or all outstanding Awards may
                           become immediately exercisable or vested, without
                           regard to any limitation imposed pursuant to Section
                           11(b). In the event of a Change in Control of ECOS,
                           the Board may, in its sole and absolute discretion,
                           provide on a case by case basis that Options shall
                           terminate, provided however, that Optionee shall have
                           the right for a reasonable period as the Board in its
                           sole discretion shall determine and designate, to
                           exercise any vested Option in whole or in part. For
                           purposes of the Plan, a "Change in Control" shall be
                           deemed to occur if any person shall acquire direct or
                           indirect beneficial ownership (whether as a result of
                           stock ownership, revocable or irrevocable proxies or
                           otherwise) of securities of an entity, pursuant to
                           one or more transactions, such that after
                           consummation and as a result of such transaction,
                           such person has direct or indirect beneficial
                           ownership of 50% or more of the total combined voting
                           power with respect to the election of directors of
                           the issued and outstanding securities of ECOS. For
                           purposes of the Plan, a "person" shall mean any
                           person, corporation, partnership, joint venture or
                           other entity or any group (as such term is defined
                           for purposes of Section 13(d) of the Exchange Act),
                           other than a Parent or Subsidiary, and "beneficial
                           ownership" shall be determined in accordance with
                           Rule 13d-3 under the Exchange Act.

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<PAGE>


                  (d)      Change in Status of Parent or Subsidiary. Unless
                           otherwise provided in an Award Agreement, in the
                           event of a Change in Control or Reorganization of a
                           Parent or Subsidiary, or in the event that a Parent
                           or Subsidiary ceases to be a Parent or Subsidiary as
                           defined in Section 424 of the Code, the Board may, in
                           its sole and absolute discretion, (i) provide on a
                           case by case basis that some or all outstanding
                           Awards held by an Optionee or a Recipient employed by
                           or performing service for such Parent or Subsidiary
                           may become immediately exercisable or vested, without
                           regard to any limitation imposed pursuant to this
                           Plan and/or (ii) treat the employment or other
                           services of an Optionee or Recipient employed by or
                           providing service to such Parent or Subsidiary as
                           terminated (and such Optionee shall have the right to
                           exercise his or her Options in accordance with
                           Section 14(a) of the Plan) if such Optionee is not
                           employed by or providing service to ECOS or any
                           Parent or Subsidiary immediately after such event.

                  (e)      Dissolution or Liquidation. Upon the dissolution or
                           liquidation of ECOS, the Plan and all Awards
                           outstanding hereunder shall terminate. In the event
                           of any termination of the Plan under this Section
                           19(e), each individual holding an Option shall have
                           the right, immediately prior to the occurrence of
                           such termination and during such reasonable period as
                           the Board in its sole discretion shall determine and
                           designate, to exercise such Option in whole or in
                           part, whether or not such Option was otherwise
                           exercisable at the time such termination occurs and
                           without regard to any vesting or other limitation on
                           exercise imposed pursuant to Section 11(b) above.

                  (f)      Adjustments. Adjustments under this Section 19
                           related to stock or securities of ECOS shall be made
                           by the Board, whose determination in that respect
                           shall be final, binding, and conclusive. No
                           fractional shares of Common Stock or units of other
                           securities shall be issued pursuant to any such
                           adjustment, and any fractions resulting from any such
                           adjustment shall be eliminated in each case by
                           rounding downward to the nearest whole share or unit.

                  (g)      No Limitations. The grant of an Award pursuant to the
                           Plan shall not affect or limit in any way the right
                           or power of ECOS to make adjustments,
                           reclassifications, reorganizations or changes of its
                           capital or business structure or to merge,
                           consolidate, dissolve or liquidate, or to sell or
                           transfer all or any part of its business or assets.

         20.      DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Award granted or any Award Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Company or to interfere in
any way with the right and authority of the Company either to increase or
decrease the compensation of any individual, including any Option holder or
Recipient, at any time, or to terminate any employment or other relationship
between any individual and the Company. A holder of an Option shall not be
deemed for any purpose to be a stockholder of ECOS with respect to such Option
except to the extent that such Option shall have been exercised with respect
thereto and, in addition, a stock certificate shall have been issued theretofore
and delivered to the holder. 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
such stock certificate is issued, except as expressly provided in Section 20
hereof.

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<PAGE>


         21.      NONEXCLUSIVITY OF THE PLAN

         The adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights other than under the Plan.

         22.      SEVERABILITY

         If any provision of the Plan or any Award Agreement shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

         23.      NOTICES

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to ECOS, to its principal place of business, attention:
Stock Option Administrator, and if to the holder of an Award, to the address as
appearing on the records of the Company.





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