HBOA HOLDINGS, INC.
                         NON-QUALIFIED STOCK OPTION PLAN

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                                Table of Contents

                                                                        Page
                                                                        ----

1.       Administration...................................................1

2.       Grants...........................................................2

3.       Shares Subject to the Plan.......................................2

4.       Eligibility for Participation....................................3

5.       Granting of Options..............................................3

6.       Withholding of Taxes.............................................8

7.       Transferability of Grants........................................8

8.       Reorganization of the Company....................................9

9.       Requirements for Issuance or Transfer of Shares..................9

10.      Amendment and Termination of the Plan...........................10

11.      Funding of the Plan.............................................10

12.      Rights of Participants..........................................10

13.      No Fractional Shares.  .........................................10

14.      Headings.  .....................................................10

15.      Effective Date of the Plan......................................11

16.      Miscellaneous...................................................11


                                      C-2
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                               HBOA HOLDINGS, INC.
                         NON-QUALIFIED STOCK OPTION PLAN

         The purpose of the HBOA Holdings, Inc. Non-Qualified Stock Option Plan
(the "Plan") is to provide (i) designated employees of HBOA Holdings, Inc. (the
"Company") and its subsidiaries, (ii) certain Key Advisors (as defined in
Section 4(a)) who perform services for the Company or its subsidiaries and (iii)
non-employee members of the Board of Directors of the Company (the "Board") with
the opportunity to receive grants of nonqualified stock options. The Company
believes that the Plan will encourage the participants to contribute materially
to the growth of the Company, thereby benefiting the Company's shareholders, and
will align the economic interests of the participants with those of the
shareholders.

         1.       Administration.
                  --------------

                  (a)      Committee. The Plan shall be administered and
interpreted by the Board of Directors or a committee appointed by the Board (the
Board of Directors in such capacity or any committee appointed by the Board of
Directors is referred to hereafter as the "Committee"). The Committee as
appointed by the Board shall consist of two or more persons appointed by the
Board, all of whom may or may not be "outside directors" as defined under
section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and
related Treasury regulations and may be "non-employee directors" as defined
under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

                  (b)      Committee Authority. The Committee shall have the
sole authority to (i) determine the individuals to whom grants shall be made
under the Plan, (ii) determine the type, size and terms of the grants to be made
to each such individual, (iii) determine the time when the grants will be made
and the duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability and (iv) deal
with any other matters arising under the Plan.

                  (c)      Committee Determinations. The Committee shall have
full power and authority to administer and interpret the Plan, to make factual
determinations and to adopt or amend such rules, regulations, agreements and
instruments for implementing the Plan and for the conduct of its business as it
deems necessary or advisable, in its sole discretion. The Committee's
interpretations of the Plan and all determinations made by the Committee
pursuant to the powers vested in it hereunder shall be conclusive and binding on
all persons having any interest in the Plan or in any awards granted hereunder.
All powers of the Committee shall be executed in its sole discretion, in the
best interest of the Company, not as a fiduciary, and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
individuals.

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         2. Grants. Awards under the Plan will consist of grants of nonqualified
stock options as described in Section 5 ("Nonqualified Stock Options," "Options"
or "Grants.") All Grants shall be subject to the terms and conditions set forth
herein and to such other terms and conditions consistent with this Plan as the
Committee deems appropriate and as are specified in writing by the Committee to
the individual in a grant instrument (the "Grant Instrument") or an amendment to
the Grant Instrument. In the event there is an inconsistency between the terms
of the Grant Instrument and the terms of the Plan, the terms of the Plan shall
govern. The Committee shall approve the form and provisions of each Grant
Instrument. Grants under a particular Section of the Plan need not be uniform as
among the grantees.

         3.       Shares Subject to the Plan

                  (a)      Shares Authorized. Subject to the adjustment
specified below, the aggregate number of shares of common stock of the Company
("Company Stock") that may be issued or transferred under the Plan is 1,000,000
shares. The maximum aggregate number of shares of Company Stock that shall be
subject to Grants made under the Plan to any individual during any calendar year
shall be as determined by the Committee ("Award Limit"). The shares may be
authorized but unissued shares of Company Stock or reacquired shares of Company
Stock, including shares purchased by the Company on the open market for purposes
of the Plan. If and to the extent Options granted under the Plan terminate,
expire, or are canceled, forfeited, exchanged or surrendered without having been
exercised, the shares subject to such Grants shall again be available for
purposes of the Plan. However, to the extent Section 162(m) of the Code
requires, such shares continue to be counted against the Award Limit.

                  (b)      Adjustments. If there is any change in the number or
kind of shares of Company Stock outstanding (i) by reason of a stock dividend,
spinoff, recapitalization, stock split or combination or exchange of shares,
(ii) by reason of a merger, reorganization or consolidation in which the Company
is the surviving corporation, (iii) by reason of a reclassification or change in
par value, or (iv) by reason of any other extraordinary or unusual event
affecting the outstanding Company Stock as a class without the Company's receipt
of consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Grants, the kind of shares issued under the
Plan, and the price per share or the applicable market value of such Grants
shall be appropriately adjusted by the Committee to reflect any increase or
decrease in the number of, or change in the kind or value of, issued shares of
Company Stock to preclude, to the extent practicable, the enlargement or
dilution of rights and benefits under such Grants; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated. Any
adjustments determined by the Committee shall be final, binding and conclusive.


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         With respect to Options which are granted to participants, the
compensation of whom could be subject to limitation under Section 162(m) of the
Code and which are intended to qualify as performance-based compensation under
Section 162(m)(4)(C), no adjustment or action described in this Section 3(b) or
in any other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause the option to fail to qualify under Section
162(m)(4)(C), or any successor provisions thereto. Furthermore, no adjustment or
action shall be authorized to the extent the adjustment or action would result
in short-swing profits liability under Section 16 or violate the exemptive
conditions of Rule 16b-3 unless the Committee determines that the Option or
other award is not to comply with such exemptive conditions. The number of
shares of Company Stock subject to any Option shall always be rounded to the
next whole number.

         4.       Eligibility for Participation.
                  -----------------------------

                  (a)      Eligible Persons. All employees of the Company and
its subsidiaries ("Employees"), including Employees who are officers or members
of the Board, and members of the Board who are not Employees ("Non-Employee
Directors") shall be eligible to participate in the Plan. Key advisors and
consultants who perform services to the Company or any of its subsidiaries ("Key
Advisors") shall be eligible to participate in the Plan if the Key Advisors
render bona fide services and such services are not in connection with the offer
or sale of securities in a capital-raising transaction.

                  (b)      Selection of Grantees. The Committee shall select the
Employees, Non-Employee Directors and Key Advisors to receive Grants and shall
determine the number of shares of Company Stock subject to a particular Grant in
such manner as the Committee determines. Employees, Key Advisors and
Non-Employee Directors who receive Grants under this Plan shall hereinafter be
referred to as "Grantees."

         5.       Granting of Options.
                  -------------------

                  (a)      Number of Shares. The Committee shall determine the
number of shares of Company Stock that will be subject to each Grant of Options
to Employees, Non-Employee Directors and Key Advisors.

                  (b)      Type of Option and Price.
                           ------------------------

                           (i)      All Options granted under this Plan will be
Non-Qualified Stock Options.


                                      C-5
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                           (ii)     The  purchase price (the "Exercise
Price") of Company Stock subject to an Option shall be determined by the
Committee and may be equal to, greater than or less than the Fair Market Value
(as defined below) of a share of Company Stock on the date the Option is
granted.

                           (iii)    If the Company Stock is publicly traded,
then the Fair Market Value per share shall be determined as follows: (x) if the
principal trading market for the Company Stock is a national securities exchange
or the Nasdaq National Market, the last reported sale price thereof on the
relevant date or (if there were no trades on that date) the latest preceding
date upon which a sale was reported, or (y) if the Company Stock is not
principally traded on such exchange or market, the mean between the last
reported "bid" and "asked" prices of Company Stock on the relevant date, as
reported on Nasdaq or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines. If the Company Stock is
not publicly traded or, if publicly traded, is not subject to reported
transactions or "bid" or "asked" quotations as set forth above, the Fair Market
Value per share shall be as determined by the Committee.

                  (c)      Option Term. The Committee shall determine the term
of each Option. The term of any Option shall not exceed ten years from the date
of grant.

                  (d)      Vesting and Exercisability of Options. Options shall
vest and become exercisable in accordance with such terms and conditions,
consistent with the Plan, as may be determined by the Committee and specified in
the Grant Instrument or an amendment to the Grant Instrument. The Committee may
accelerate the vesting and/or exercisability of any or all outstanding Options
at any time for any reason. Options may, at the discretion of the Committee, be
exercised prior to vesting, provided that the optionee grants the Company a
right to repurchase any unvested shares at the exercise price upon termination
of the optionee's service to the Company.

                                      C-6
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                  (e)      Termination of Employment, Disability or Death.

                           (i)      Except as provided  below, an Option may
only be exercised while the Grantee is employed by or otherwise providing
service to the Company as an Employee, Key Advisor or member of the Board. In
the event that a Grantee ceases to be employed by the Company for any reason
other than a "disability", or "termination for cause", any Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within one
hundred eighty days after the date on which the Grantee ceases to be employed by
the Company (or within such other period of time as may be specified in a Grant
Instrument), but in any event no later than the date of expiration of the Option
term. Any of the Grantee's Options that are not otherwise exercisable as of the
date on which the Grantee ceases to be employed by the Company shall terminate
as of such date (unless specified to the contrary in a Grant Instrument).

                           (ii)     In the event the Grantee ceases to be
employed by the Company on account of a "termination for cause" by the Company,
the unvested portion of any Option held by the Grantee shall terminate on the
date on which the Grantee ceases to be employed by the Company. Any of the
Grantee's Options which are not otherwise exercisable as of the date on which
the Grantee ceases to be employed by the Company shall terminate as of such
date (unless specified to the contrary in a Grant Instrument).

                           (iii)    In the event the Grantee ceases to be
employed by the Company because the Grantee is "disabled", any Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within one
year after the date on which the Grantee ceases to be employed by the Company
(or within such other period of time as may be specified in a Grant Instrument),
but in any event no later than the date of expiration of the Option term. Any of
the Grantee's Options which are not otherwise exercisable as of the date on
which the Grantee ceases to be employed by the Company shall terminate as of
such date (unless specified to the contrary in a Grant Instrument).

                           (iv)     If the Grantee dies while employed by the
Company or within 90 days after the date on which the Grantee ceases to be
employed on account of a termination of employment specified in Section 5(e)(i)
above (or within such other period of time as may be specified in a Grant
Instrument), any Option that is otherwise exercisable by the Grantee shall
terminate unless exercised within one year after the date on which the Grantee
ceases to be employed by the Company (or within such other period of time as may
be specified in a Grant Instrument), but in any event no later than the date of
expiration of the Option term. Any of the Grantee's Options that are not
otherwise exercisable as of the date on which the Grantee ceases to be employed
by the Company shall terminate as of such date (unless specified to the contrary
in a Grant Instrument).

                           (v)      For purposes of Sections 5(e) and 6:

                                    (A)     "Company,"  when used in the phrase
         "employed by the  Company,"  shall mean the Company and its parent and
         subsidiary corporations.

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                                    (B)     "Employed by the Company" shall mean
         employment or service as an Employee, Key Advisor or member of the
         Board (so that, for purposes of exercising Options and satisfying
         conditions with respect to Restricted Stock, a Grantee shall not be
         considered to have terminated employment or service until the Grantee
         ceases to be an Employee, Key Advisor and member of the Board), unless
         the Committee determines otherwise.

                                    (C)     "Disability" shall mean a Grantee's
         becoming disabled within the meaning of section 22(e)(3) of the Code or
         otherwise as defined in an employment consultant or other agreement
         between the Company and the Grantee.

                                    (D)     "Termination for cause" shall mean,
         except to the extent specified otherwise by the Committee or otherwise
         as defined in an employment, consultant or other agreement between the
         Company and the Grantee, a finding by the Committee that the Grantee
         has breached his or her employment, service, noncompetition,
         nonsolicitation or other similar contract with the Company, or has been
         engaged in disloyalty to the Company, including, without limitation,
         fraud, embezzlement, theft, commission of a felony or dishonesty in the
         course of his or her employment or service, or has disclosed trade
         secrets or confidential information of the Company to persons not
         entitled to receive such information. A Grant Instrument may provide
         that in the event a Grantee's employment is terminated for cause, in
         addition to the immediate termination of all Grants, the Grantee shall
         automatically forfeit all shares underlying any exercised portion of an
         Option, upon refund by the Company of the Exercise Price paid by the
         Grantee for such shares, and any option gain realized by the Grantee
         from exercising all or a portion of an Option within the two-year
         period prior to the event shall be paid by the Grantee to the Company.

                  (f) Exercise of Options. A Grantee may exercise an Option that
has become exercisable, in whole or in part, by delivering a notice of exercise
to the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an Option as specified by the Committee (x) in cash, (y) with
the approval of the Committee, by delivering shares of Company Stock owned by
the Grantee for the period necessary to avoid a charge to the Company's earnings
for financial reporting purposes (including Company Stock acquired in connection
with the exercise of an Option, subject to such restrictions as the Committee
deems appropriate) and having a Fair Market Value on the date of exercise equal
to the Exercise Price or (z) by such other method as the Committee may approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board. Shares of Company Stock used to
exercise an Option shall have been held by the Grantee for the requisite period
of time to avoid adverse accounting consequences to the Company with respect to
the Option. The Grantee shall pay the Exercise Price and the amount of any
withholding tax due (pursuant to Section 6) at the time of exercise.


                                      C-8
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         6.       Withholding of Taxes
                  --------------------

                  (a) Required Withholding. All Grants under the Plan shall be
subject to applicable federal (including FICA), state and local tax withholding
requirements. The Company shall have the right to deduct from all Grants paid in
cash, or from other wages paid to the Grantee, any federal, state or local taxes
required by law to be withheld with respect to such Grants. In the case of
Options and other Grants paid in Company Stock, the Company may require the
Grantee or other person receiving such shares to pay to the Company the amount
of any such taxes that the Company is required to withhold with respect to such
Grants, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants.


                  (b) Election to Withhold Shares. If the Committee so permits,
a Grantee may elect to satisfy the Company's income tax withholding obligation
with respect to an Option or Restricted Stock paid in Company Stock by having
shares withheld up to an amount that does not exceed the Grantee's maximum
marginal tax rate for federal (including FICA), state and local tax liabilities.
The election must be in a form and manner prescribed by the Committee and shall
be subject to the prior approval of the Committee.

         7.       Transferability of Grants
                  -------------------------

                  (a) Nontransferability of Grants. Except as provided below,
only the Grantee may exercise rights under a Grant during the Grantee's
lifetime. A Grantee may not transfer those rights except by will or by the laws
of descent and distribution, and then only if and to the extent permitted in any
specific case by the Committee, pursuant to a domestic relations order (as
defined under the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the regulations there under). When a Grantee dies, the
personal representative or other person entitled to succeed to the rights of the
Grantee ("Successor Grantee") may exercise such rights. A Successor Grantee must
furnish proof satisfactory to the Company of his or her right to receive the
Grant under the Grantee's will or under the applicable laws of descent and
distribution.

                  (b) Transfer of Nonqualified Stock Options. Notwithstanding
the foregoing, the Committee may provide, in a Grant Instrument, that a Grantee
may transfer Nonqualified Stock Options to family members or other persons or
entities according to such terms as the Committee may determine; provided that
(1) the Grantee receives no consideration for the transfer of an Option, (2)
such transfers complies with all applicable laws (including, but not limited to
federal securities laws requirements, specifically any requirements for options
registered on Form S-8 registration statements, state securities laws, Florida
corporate law, etc and (3) the transferred Option shall continue to be subject
to the same terms and conditions as were applicable to the Option immediately
before the transfer.

                                      C-9
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         8.       Reorganization of the Company.
                  -----------------------------

                  (a) Reorganization. As used herein, a "Change of Control"
shall be deemed to have occurred upon the consummation of any of the following
transactions: (i) any merger or consolidation of the Company or other
transaction (other than sales of equity by the Company for the purpose of
raising cash for its own account) where the shareholders of the Company
immediately prior to such transaction will not beneficially own immediately
after such transaction shares entitling such shareholders to more than 50% of
all votes to which all shareholders of the surviving corporation would be
entitled in the election of directors (without consideration of the rights of
any class of stock to elect directors by a separate class vote); or (ii) the
sale or other disposition of all or substantially all of the assets of the
Company.

                  (b) Assumption of Grants. Upon a Change of Control where the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation), the Company shall provide that either (i) all outstanding
Options that are not exercised shall be assumed by, or replaced with comparable
options or rights by, the surviving corporation, (ii) the Company or the
surviving company shall pay to each Grantee an amount equal to the product of
(x) the number of Options then vested and exercisable, multiplied by (ii) the
Fair Market Value per share less the Exercise Price per Option, or (iii) the
Committee may, in its sole discretion, accelerate the vesting of some or all of
the Grants.

                  (c) Notice and Acceleration. Upon a Change of Control, the
Company shall provide each Grantee who has outstanding Grants with written
notice of such Change of Control. The Committee may, in its sole discretion,
provide in a Grant Instrument that upon a Change of Control (i) all outstanding
Options shall automatically accelerate and become fully exercisable, and (ii)
the restrictions and conditions on all outstanding Restricted Stock shall
immediately lapse. If the Committee does not provide such terms in the Grant
Instrument, a Change of Control will not impact a Grant.

         9.  Limitations on Issuance or Transfer of Shares. No Company Stock
shall be issued or transferred in connection with any Grant hereunder unless and
until all legal requirements applicable to the issuance or transfer of such
Company Stock have been complied with to the satisfaction of the Committee. The
Committee shall have the right to condition any Grant made to any Grantee
hereunder on such Grantee's undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Company
Stock as the Committee shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company Stock issued or transferred under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be required by applicable laws, regulations and interpretations, including
any requirement that a legend be placed thereon.


                                      C-10
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         10.      Amendment and Termination of the Plan

                  (a) Amendment. The Board may amend or terminate the Plan at
any time; provided, however, that the Board shall not amend the Plan without
shareholder approval if such approval is required by Section l62(m) of the Code.

                  (b) Termination of Plan. The Plan shall terminate on December
21, 2010, the day immediately preceding the tenth anniversary of its effective
date, unless the Plan is terminated earlier by the Board or is extended by the
Board with the approval of the shareholders.

                  (c) Termination and Amendment of Outstanding Grants. A
termination or amendment of the Plan that occurs after a Grant is made shall not
materially impair the rights of a Grantee unless the Grantee consents. The
termination of the Plan shall not impair the power and authority of the
Committee with respect to an outstanding Grant. Whether or not the Plan has
terminated, an outstanding Grant may be terminated or amended in accordance with
the Plan or, may be amended by agreement of the Company and the Grantee
consistent with the Plan.

                  (d)      Governing  Document.  The Plan shall be the

controlling document. No other statements, representations, explanatory
materials or examples, oral or written, may amend the Plan in any manner. The
Plan shall be binding upon and enforceable against the Company and its
successors and assigns.

         11. Funding of the Plan. This Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under this Plan. In no
event shall interest be paid or accrued on any Grant, including unpaid
installments of Grants.

         12. Rights of Participants. Nothing in this Plan shall entitle any
Employee, Key Advisor or other person to any claim or right to be granted a
Grant under this Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by or in the employ
of the Company or any other employment rights.

         13. No Fractional Shares. No fractional shares of Company Stock shall
be issued or delivered pursuant to the Plan or any Grant. The Committee shall
determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

         14.      Headings.  Section  headings are for reference only. In the
event of a conflict between a title and the content of a Section, the content of
the Section shall control.

         15.      Effective Date of the Plan.
                  --------------------------

                  (a)      Effective Date.  The Plan shall be effective as of
December 21, 2000.


                                      C-11

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                  (b) Public Offering. The provisions of the Plan that refer to
a Public Offering, or that refer to, or are applicable to persons subject to,
section 16 of the Exchange Act or section 162(m) of the Code, shall be effective
for so long as such stock is so registered.

         16.      Miscellaneous
                  -------------

                  (a) Grants in Connection with Corporate Transactions and
Otherwise. Nothing contained in this Plan shall be construed to (i) limit the
right of the Committee to make Grants under this Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including Grants to
employees thereof who become Employees of the Company, or for other proper
corporate purposes, or (ii) limit the right of the Company to grant stock
options or make other awards outside of this Plan. Without limiting the
foregoing, the Committee may make a Grant to an employee of another corporation
who becomes an Employee by reason of a corporate merger, consolidation,
acquisition of stock or property, reorganization or liquidation involving the
Company or any of its subsidiaries in substitution for a stock option or
restricted stock grant made by such corporation. The terms and conditions of the
substitute grants may vary from the terms and conditions required by the Plan
and from those of the substituted stock incentives. The Committee shall
prescribe the provisions of the substitute grants.

                  (b) Loans. The Committee may, in its discretion, extend a loan
in connection with the exercise or receipt of a grant under this Plan. The terms
and conditions of any such loan shall be set by the Committee.

                  (c) Compliance with Law. The Plan, the exercise of Options and
the obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.

                  (d) Governing Law. The validity, construction, interpretation
and effect of the Plan and Grant Instruments issued under the Plan shall
exclusively be governed by and determined in accordance with the law of the
State of Florida, without regard to conflicts of laws principles.

         Dated as of December 21, 2000.

                                       HBOA HOLDINGS, INC.


                                       By: /s/ Edward A. Saludes
                                           -------------------------------------
                                           Edward A. Saludes
                                           President and Chief Executive Officer


                                      C-12