Exhibit 10(c)

                          INDIAN RIVER BANKING COMPANY

                               VERO BEACH, FLORIDA

                      1995 STOCK OPTION AND INCENTIVE PLAN

     1.  Purpose of the Plan.  The Plan shall be known as the Indian  River 1995
Stock  Option and  Incentive  Plan (the  "Plan").  The purpose of the Plan is to
attract and retain the best available personnel as officers and employees and to
provide  additional  incentive to employees of Indian River Banking Company (the
"Company")  or any  present or future  parent or  subsidiary  of the  Company to
promote  the  success of the  business.  The Plan is intended to provide for the
grant of  "Incentive  Stock  Options",  within the meaning of Section 422 of the
Internal  Revenue Code of 1986, as amended (the  "Code").  Each and every one of
the provisions of the Plan shall be  interpreted to conform to the  requirements
of Section 422 of the Code.

     2. Definitions. As used herein, the following definitions shall apply.

     (a) "Award" means the grant by the  Committee of an Incentive  Stock Option
as provided in the Plan.

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

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

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

     (e)  "Committee"  shall mean the Stock  Option  Committee  appointed by the
Board in accordance with paragraph 4(a) of the Plan.

     (f)  "Company"  shall mean Indian  River  Banking  Company,  a bank holding
company.

     (g)  "Continuous  Employment" or "Continuous  Status as an Employee"  shall
mean the absence of any interruption or termination of employment by the Company
or any present or future Parent or Subsidiary of the Company.  Employment  shall
not be considered  interrupted in the case of sick leave,  military leave or any
other  leave of absence  approved  by the  Company  or in the case of  transfers
between payroll locations of the Company or between the Company, its Parent, its
Subsidiaries or a successor.

     (h) "Effective Date" shall mean the date specified in Section 12 hereof.

     (i) "Employee" shall mean any person employed by the Company or any present
or future Parent or Subsidiary of the Company but shall not include directors of
the Company who are not otherwise employees of the Company.

     (j)  "Incentive  Stock Option" or "ISO" means an option to purchase  Shares
granted by the Committee  pursuant to Section 7 hereof,  which option is subject
to the  limitations  and  restrictions  of Section 7 hereof and is  intended  to
qualify under Section 422 of the Code.

     (k) "Option" shall mean an Incentive Stock Option granted  pursuant to this
Plan.

     (l) "Option  Price" shall mean the exercise price per share of Common Stock
for Options granted pursuant to the Plan.

     (m) "Optioned Stock" shall mean stock subject to an Option granted pursuant
to the Plan.

     (n) "Optionee" shall mean any person who receives an Option.


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     (o) "Parent" shall mean any present or future  corporation which would be a
"parent corporation" as defined in Subsection 425(e) and (g) of the Code.

     (p)  "Participant"  means any officer or key employee of the Company or any
Parent or  Subsidiary of the Company who is selected by the Committee to receive
an Award.

     (q)  "Plan"  shall mean the Indian  River 1995 Stock  Option and  Incentive
Plan.

     (r) "Share" shall mean one share of the Common Stock.

     (s) "Subsidiary"  shall mean any present or future  corporation which would
be a "subsidiary  corporation"  as defined in  Subsection  425(f) and (g) of the
Code.

     3.  Shares  Subject  to the  Plan.  Except  as  otherwise  required  by the
provisions of Section 10 hereof,  the aggregate number of Shares with respect to
which  Awards may be made  pursuant  to the Plan shall not  exceed  thirty  five
thousand  (35,000) shares.  Such shares may either be authorized but unissued or
treasury shares.

     An Award  shall not be  considered  to have  been made  under the Plan with
respect to any Option which  terminates  and new Awards may be granted under the
Plan with  respect  to the  number of Shares as to which  such  termination  has
occurred.

     4. Administration of the Plan.

     (a)  Composition of the Committee.  The Plan shall be  administered  by the
Committee,  which  shall  consist  of at  least  two  directors  of the  Company
appointed by the Board.  Officers and key  employees  who are  designated by the
Committee  shall be eligible to receive Awards under the Plan, and all directors
designated  as members of the Committee  shall be  ineligible to receive  Awards
under the Plan.

     (b) Powers of the Committee.  (1) The Committee is authorized  (but only to
the  extent  not  contrary  to  the  expressed  provisions  of  the  Plan  or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan  (including  any delayed  vesting
period)  and to  make  other  determinations  necessary  or  advisable  for  the
administration of the Plan, and shall have and may exercise such other power and
authority  as may be  delegated to it by the Board from time to time. A majority
of the entire  Committee shall  constitute a quorum and the action of a majority
of the  members  present at any  meeting  at which a quorum is present  shall be
deemed  the  action  of the  Committee.  In no event  may the  Committee  revoke
outstanding Awards without the consent of the Participant.

     (2)  Notwithstanding  Section  4(b)(1)  above,  and  subject to  adjustment
pursuant  to Section 10 hereof,  (i) in no event shall the number of shares with
respect to which  Options  shall be granted in any  calendar  year exceed  seven
thousand (7,000), except that if there shall be any Shares with respect to which
Options have been granted,  which  Options have been  terminated or have expired
without exercise,  and no new Option shall have been issued with respect to such
Shares ("Terminated  Options"),  then the number of Shares with respect to which
Options  may be issued in any  calendar  year  shall not exceed  seven  thousand
(7,000) plus the number of Terminated Options; and (ii) in the event that Indian
River National Bank (the "Bank") the Company's  subsidiary bank, achieves in the
calendar year immediately preceding the calendar year in which the Awards are to
occur,  either a return on equity or an asset growth rate below  twenty  percent
(20%) but equal to or in excess of  fifteen  percent  (15%),  then the number of
shares with respect to which Awards may be granted in such  calendar  year shall
not  exceed  one  half  (0.5) of the  number  of  shares  set  forth in  Section
4(b)(2)(i);  and (iii) in the event that the Bank  achieves in the calendar year
immediately preceding the calendar year in which the Awards are to occur, either
a return on equity or an asset growth rate of less than fifteen  percent  (15%),
then  no  Awards  shall  be  made in such  calendar  year.  Notwithstanding  the
preceding sentence,  if the Bank shall fail to achieve the asset growth rate set
forth in Sections 4(b)(2)(ii) or (iii) above as a result of the determination of
the Board of  Directors  of the Bank,  evidenced  by a  resolution  adopted by a
majority  of the full  Board of  Directors  of the Bank,  that it is in the best
interests  of the Bank to  achieve  a stated  lower  asset  growth  rate,  then,
assuming that such lower asset growth rate shall have been achieved, the ability
of the  Committee  to grant  Awards,  and the  number of Shares  subject to such
Awards,  shall not be  affected  by the failure of the Bank to achieve the asset
growth rates


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established  in  Sections  4(b)(2)(ii)  and (iii)  above.  The  return on equity
established in Sections 4(b)(2)(ii) and (iii) above as a limitation on the power
of the  Committee  to make Awards shall not be subject to reduction by the Board
of Directors of the Bank.  Any Shares with  respect to which  Options  shall not
have been  granted in any  calendar  year as a result of the  occurrence  of the
circumstances set forth in Sections  4(b)(2)(ii) or 4(b)(2)(iii)  above shall be
considered  Terminated  Options  available for issuance in  subsequent  calendar
years as provided in Section 4(b)(2)(i).

     (3) The  Chairman  of the  Company  and  such  other  officers  as shall be
designated  by the  Committee  are  hereby  authorized  to  execute  instruments
evidencing  Awards on behalf of the Company and to cause them to be delivered to
the Participants.

     (c) Effect of  Committee's  Decision.  All  decisions,  determinations  and
interpretations  of the Committee  shall be final and  conclusive on all persons
affected thereby.

     5. Eligibility

     (a) Awards may be granted to officers (including officers who are directors
of the  Company)  and key  employees  of the  Company or any  Subsidiary  of the
Company. No director of the Company who is not also an officer of the Company or
any  Subsidiary  of the  Company  shall be  eligible  to receive  an Award.  The
Committee  shall from time to time  determine the officers and key employees who
shall be granted  Options or Awards under the Plan,  the number to be granted to
each such officer or key employee under the Plan. In selecting  Participants and
in  determining  the number of shares of Common Stock to be granted to each such
Participant  pursuant to each Award  granted  under the Plan,  the Committee may
consider the nature of the services rendered by each such Participant, each such
Participant's current and potential  contribution to the Company, and such other
factors as the Committee may, in its sole  discretion,  deem relevant.  Officers
and key employees who have been granted an Award may, if otherwise eligible,  be
granted additional Options or Awards.

     (b) The aggregate  fair market value  (determined as of the date the Option
is granted)  of the Shares with  respect to which  Incentive  Stock  Options are
exercisable  for the first time by each  Optionee  during the  calendar  year in
which they are first  exercisable  (under all Incentive  Stock Option plans,  as
defined  in Section  422 of the Code,  of the  Company or any  present or future
Parent or Subsidiary of the Company) shall not exceed $100,000.  Notwithstanding
the foregoing, in the event that any Optionee shall receive Options with respect
to Shares having a value in excess of the amount contemplated by the immediately
preceding  sentence,  then to the extent that the aggregate fair market value of
the  Shares to which  such  Options  relate is not in excess of  $100,000,  such
Options shall be deemed to be Incentive  Stock  Options,  and to the extent that
the  aggregate  fair  market  value of the shares to which such  Options  relate
exceeds $100,000,  such Options shall be deemed to be nonincentive stock options
within  the  meaning  of the  Code.  Notwithstanding  anything  to the  contrary
contained  herein,  the  Committee  shall be  authorized  to issue such  Options
notwithstanding the treatment of such Options as nonincentive stock options. For
all other purposes  hereof,  the Company shall be entitled to treat such Options
shall as if such Options were Incentive Stock Options.

     6. Term of Plan.  The Plan shall  continue in effect for a term of ten (10)
years from the Effective Date, unless sooner  terminated  pursuant to Section 16
hereof.  No Option shall be granted under the Plan after ten (10) years from the
Effective Date.

     7. Terms and Conditions of Incentive Stock Options. Incentive Stock Options
may be granted only to  Participants  who are Employees.  Each  Incentive  Stock
Option granted  pursuant to the Plan shall be evidenced by an instrument in such
form as the Committee shall from time to time approve.  Each and every Incentive
Stock Option granted  pursuant to the Plan shall comply with, and be subject to,
the following terms and conditions:

     (a) OPTION PLAN.

     (1) The price per share at which each Incentive  Stock Option granted under
the Plan may be  exercised  shall  not,  as to any  particular  Incentive  Stock
Option,  be less than the fair market value of the Common Stock at the time such
Incentive  Stock Option is granted.  For such  purposes,  if the Common Stock is
traded  otherwise  than  on a  national  securities  exchange  or on The  Nasdaq
National  Market at the time of the  granting  of an Option,  then the price per
share of the Optioned  Stock shall be not less than the mean between the bid and
asked price on the date the Incentive Stock Option is granted or, if there be no
bid and asked price on said date,  then on the next


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<PAGE>

prior business day on which there was a bid and asked price.  If no such bid and
asked price is  available,  then the price per share shall be  determined by the
Committee  in good faith in light of the  circumstances.  If the Common Stock is
listed on a national securities exchange or on The Nasdaq National Market at the
time of the  granting of an  Incentive  Stock  Option,  then the price per share
shall be not less than the average of the highest  and lowest  selling  price on
such  exchange on the date such  Incentive  Stock Option is granted or, if there
were no  sales on said  date,  then the  price  shall be not less  than the mean
between the bid and asked price on such date.

     (2) In the case of an Employee who directly or indirectly  owns (or has the
right to acquire upon exercise of options,  warrants, or other rights to acquire
Common  Stock)  Common  Stock  representing  more than ten percent  (10%) of the
outstanding Common Stock at the time the Incentive Stock Option is granted,  the
Incentive  Stock Option price shall not be less than one hundred and ten percent
(110%) of the fair market  value of the Common  Stock at the time the  Incentive
Stock Option is granted.

     (b) PAYMENT.

     (1) Full payment for each share of Common Stock purchased upon the exercise
of any Incentive  Stock Option  granted under the Plan shall be made at the time
of exercise of each such  Incentive  Stock  Option and shall be paid in cash (in
United States Dollars),  Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial  payment of the exercise price shall be
valued  at its  fair  market  value  at the  date  of  exercise,  determined  in
accordance  with  Section 7(a) above.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common  Stock shall be issued  until full  payment  therefor  has been
received  by the  Company,  and no  Optionee  shall  have any of the rights of a
shareholder of the Company until shares of Common Stock are issued to him.

     (2) Notwithstanding  the foregoing,  any Optionee may elect to receive upon
the  exercise  of any Option for the full  number of Shares to which such Option
relates,  the number of Shares determined by dividing (i) the difference between
the aggregate fair market value of all shares  issuable upon the exercise of the
Options in full (as  determined in accordance  with Section 7(a) hereof) and the
aggregate Option Price for the exercise of the Option in full, by (ii) the price
at which the Company is then Offering to purchase shares of Common Stock. Shares
received upon such  election  shall reflect the exercise in full of such Options
and the full satisfaction of the Company's obligations under said Option. Shares
received  upon such  election  shall be deemed  to be Shares  received  upon the
exercise of an Option for all purposes hereof.

     (c) TERM OF INCENTIVE STOCK OPTION.

     The term of each Incentive Stock Option granted  pursuant to the Plan shall
be not more than five (5) years from the date each such  Incentive  Stock Option
is granted.

     (d) EXERCISE GENERALLY.

     Except as otherwise provided in Section 8 hereof, no Incentive Stock Option
may be  exercised  unless  the  Optionee  shall  have been in the  employ of the
Company at all times during the period  beginning  with the date of grant of any
such Incentive Stock Option and ending on the date three (3) months prior to the
date of exercise of any such  Incentive  Stock Option.  The Committee may impose
additional  conditions  upon the right of an Optionee to exercise any  Incentive
Stock Option granted  hereunder which are not inconsistent with the terms of the
Plan or the  requirements  for  qualifications  as Incentive  Stock Option under
Section 422 of the Code.

     (e) TRANSFERABILITY.

     Any Incentive Stock Option granted  pursuant to the Plan shall be exercised
during any  Optionee's  lifetime only by the Optionee to whom it was granted and
shall not be assignable or transferable otherwise than by will or by the laws of
descent and distribution.

     (f) RIGHT OF FIRST REFUSAL.


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<PAGE>

     The Shares of Common Stock issued upon  exercise of any Option shall not be
transferable  by Optionee,  or any transferee  receiving  shares by a will or by
operation of the laws of descent and  distribution,  within the two and one-half
(2.5) year  period  following  the  exercise  of the Option to which such shares
relate,  otherwise  then by will or by the  laws of  descent  and  distribution,
unless prior to any such  transfer the Company has been offered in writing,  the
right and opportunity to repurchase any such Shares at lesser of the fair market
value of the Common Stock or the price at which such proposed  transfer is to be
effected. Such right shall be exercised within fourteen (14) days of the receipt
of such written  notice.  Additionally,  upon the  termination  of an Employee's
employment with the Company or any parent or Subsidiary,  other than as a result
of retirement,  death, permanent disability,  the merger of the Company with and
into another entity, or sale of a majority  interest in the Company,  to another
entity,  the Company  shall have the right,  exercisable  within one hundred and
twenty (120) days of such  termination  of employment  to repurchase  all shares
received  upon  exercise of any Option at the price the Company is then offering
to repurchase shares of Common Stock.

     8. Effect of Termination  of  Employment,  Disability or Death on Incentive
Stock Options.

     (a) TERMINATION OF EMPLOYMENT.

     In the event that any Optionee's  employment by the Company shall terminate
for any  reason,  other than  Permanent  and Total  Disability  (as such term is
defined in Section  22(e)(3) of the Code) or death,  all of any such  Optionee's
Incentive Stock Options,  and all of any such  Optionee's  rights to purchase or
receive shares of Common Stock pursuant thereto,  shall automatically  terminate
on the  earlier of (i) the  respective  expiration  dates of any such  Incentive
Stock Options or (ii) the expiration of not more than three (3) months after the
date of such termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such  Incentive  Stock Options at the date
of such termination of employment. In the event that a Subsidiary ceases to be a
Subsidiary  of the Company,  the  employment of all of its employees who are not
immediately  thereafter  employees  of the Company  shall be deemed to terminate
upon the date such Subsidiary so ceases to be a Subsidiary of the Company.


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     (b) DISABILITY.

     In the event that any Optionee's  employment by the Company shall terminate
as the result of the  Permanent  and Total  Disability  of such  Optionee,  such
Optionee may exercise any Incentive Stock Options granted to him pursuant to the
Plan at any time prior to the earlier of (i) the respective  expiration dates of
any such  Incentive  Stock  Options or (ii) the date which is one (1) year after
the date of such termination of employment, but only if, and to the extent that,
the Optionee was entitled to exercise any such  Incentive  Stock  Options at the
date of such termination of employment.

     (c) DEATH.

     In the  event of the  death of any  Optionee,  all of the  Incentive  Stock
Options  granted to any such  Optionee may be exercised by the person or persons
to whom the  Optionee's  rights under any such  Incentive  Stock Options pass by
will or the laws of descent and  distribution  (including the Optionee's  estate
during the period of administration) at any time prior to the earlier of (i) the
respective  expiration  dates of any such Incentive  Stock Options,  or (ii) the
date which is one (1) year after the death of the Optionee,  but only if, and to
the extent that, the Optionee was entitled to exercise any such Incentive  Stock
Options at the date of death.  For purposes of this Section 8(c),  any Incentive
Stock Option held by an Optionee shall be considered  exercisable at the date of
his death if the only unsatisfied  condition  precedent to the exercisability of
such  Incentive  Stock Option at the date of death is the passage of a specified
period of time.

     (d) INCENTIVE STOCK OPTIONS DEEMED EXERCISABLE.

     For purposes of Sections 8(a) and 8(b) above,  any  Incentive  Stock Option
held by any Optionee shall be considered  exercisable at the date of termination
of his  employment if such Incentive  Stock Option were actually  exercisable at
such date.

     (e) TERMINATION OF INCENTIVE STOCK OPTIONS.

     To the extent that any Incentive Stock Option granted under the Plan to any
Optionee  whose  employment  by the  Company  terminates  shall  not  have  been
exercised  within the  applicable  period set forth in this  Section 8, any such
Incentive  Stock Option,  and all rights to purchase or receive shares of Common
Stock pursuant  thereto,  as the case may be, shall terminate on the last day of
the applicable period.

     9. Right of Repurchase and Restrictions on Disposition.  The Committee,  in
its sole  discretion,  may  include,  in addition to the right of first  refusal
contained in Section 7(f) hereof,  as a term of any  Incentive  Stock Option the
right of the Company but not the obligation,  to repurchase all or any amount of
the Shares acquired by an Optionee  pursuant to the exercise of any such Options
(the "Repurchase Right"). The intent of the Repurchase Right is to encourage the
continued  employment of the Optionee.  The Repurchase  Right shall provide for,
among other things,  a specified  duration of the Repurchase  Right, a specified
price per  Share to be paid  upon the  exercise  of the  Repurchase  Right and a
restriction on the  disposition of the Shares by the Optionee  during the period
of the Repurchase Right. The Repurchase Right may permit the Company to transfer
or assign such right to another  party.  The Company may exercise the Repurchase
Right only to the extent permitted by applicable law.

     10. Recapitalization,  Merger, Consolidation, Change in Control and Similar
Transactions.

     (a) ADJUSTMENT.

     Subject to any required  action by the  shareholders  of the  Company,  the
aggregate  number  of shares of Common  Stock  for which  stock  options  may be
granted  hereunder,  the  number  of  shares of  Common  Stock  covered  by each
outstanding  stock option,  and the exercise  price per share of Common Stock of
each such stock option,  shall be  proportionately  adjusted for any increase or
decrease  in the  number  of issued  and  outstanding  shares  of  Common  Stock
resulting  from a  subdivision  or  consolidation  of shares or the payment of a
stock  dividend (but only on the Common Stock) or any other increase or decrease
in the number of such  shares of Common  Stock  effected  without the receipt of
consideration by the Company.


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     (b) EXTRAORDINARY CORPORATE ACTION.

     Subject to any required action by the  shareholders of the Company,  in the
event  of  any  change  in  control,  recapitalization,  merger,  consolidation,
exchange of shares, spin-off, reorganization, tender offer, liquidation or other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:

     (i)  appropriately  adjust the number of shares of Common Stock  subject to
each  stock  option,  the  exercise  price per share of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding Option;

     (ii)  cancel  any  or  all  previously   granted  Options,   provided  that
appropriate  consideration  is paid to the  Optionee  in  connection  therewith;
and/or

     (iii)  make  such  other  adjustments  in  connection  with the Plan as the
Committee, in its sole discretion,  deems necessary,  desirable,  appropriate or
advisable;  provided,  however,  that no action shall be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

     For  purposes  of this  Section,  "change in control"  shall mean:  (i) the
execution of an  agreement  for the sale of all, or a material  portion,  of the
assets  of the  Company;  (ii) the  execution  of an  agreement  for a merger or
recapitalization  of the Company or any merger or  recapitalization  whereby the
Company is not the surviving  entity,  (iii) a change of control of the Company,
as otherwise defined or determined by any applicable bank regulatory  agency; or
(iv) the acquisition after the Effective Date hereof, directly or indirectly, of
the  beneficial  ownership  (within  the  meaning  of that term as it is used in
Section 13(d) of the  Securities  Exchange Act of 1934, as amended and the rules
promulgated  thereunder) of twenty-five percent (25%) or more of the outstanding
voting securities of the Company by any person, trust, entity or group. The term
"person"  refers  to  an  individual  or  a  corporation,   partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specially listed herein.  Except as
expressly provided in Section 10(a) hereof, no Optionee shall have any rights by
reason of the occurrence of any of the events described in this Section 10.

     (c) ACCELERATION.

     The Committee  shall at all times have the power to accelerate the exercise
date of Options previously granted under the Plan.

     11. Time of Granting Options. The date of grant of an Option under the Plan
shall,  for  all  purposes,  be the  date  on  which  the  Committee  makes  the
determination  of granting  such Option.  Notice of the  determination  shall be
given to each employee to whom an Option is so granted within a reasonable  time
after the date of such grant.

     12.  Effective  Date.  The Plan shall be deemed to be  effective as of (the
date of approval by Board) (the "Effective  Date").  Incentive Stock Options may
be granted prior to ratification of the Plan by the stockholders if the exercise
of such Options is subject to such stockholder ratification.


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<PAGE>

     13. Approval of Stockholders. The Plan shall be approved by stockholders of
the Company within twelve (12) months before or after the Effective Date.

     14.  Modification of Options.  At any time and from time to time, the Board
may authorize  the Committee to direct the execution of an instrument  providing
for the modification of any outstanding  Option,  provided no such modification,
extension  or renewal  shall  confer on the  holder of said  Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially  decrease the Optionee's benefits under the Option
without the consent of the holder of the Option,  except as otherwise  permitted
under Section 15 hereof.

     15. Amendment and Termination of the Plan.

     (a) ACTION OF THE BOARD.

     The Board may alter, suspend or discontinue the Plan, except that no action
of the Board may  increase  (other  than as  provided in Section 10) the maximum
number of shares  permitted to be optioned under the Plan,  materially  increase
the benefits  accruing to Participants  under the Plan or materially  modify the
requirements for eligibility for participation in the Plan unless such action of
the Board shall be subject to approval or  ratification  by the  shareholders of
the Company.

     (b) CHANGE IN APPLICABLE LAW.

     Notwithstanding  any other provision contained in the Plan, in the event of
a change in any Federal or state law,  rule or  regulation  which would make the
exercise  of all or  part  of any  previously  granted  Incentive  Stock  Option
unlawful or subject the Company to any penalty,  the  Committee may restrict any
such  exercise  without the consent of the Optionee or other  holder  thereof in
order to  comply  with any such  law,  rule or  regulation  or to avoid any such
penalty.

     16.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the shares may then be listed.

     The  inability  of the  Company  to  obtain  from  any  regulatory  body or
authority any approval  deemed by the  Company's  counsel to be necessary to the
lawful  issuance and sale of any Shares  hereunder  shall relieve the Company of
any liability with respect to the non-issuance of such Shares.

     As a condition  to the  exercise of an Option,  the Company may require the
person exercising the Option to make such  representations and warranties as may
be necessary to assure the  availability  of an exemption from the  registration
requirements of federal or state securities law.

     17.  Reservation  of Shares.  During the term of the Plan, the Company will
reserve,  and make every effort to repurchase  shares of Common Stock to prevent
further  dilution  to the  shareholders,  and keep  available a number of Shares
sufficient to satisfy the requirements of the Plan.

     18.  Unsecured  Obligation.  No  participant  under the Plan shall have any
interest  in any fund or special  asset of the  Company by reason of the Plan or
the grant of any  Incentive  Stock  Option to him under the Plan.  No trust fund
shall be created in connection with the Plan or any grant of any Incentive Stock
Option  hereunder  and there shall be no required  funding of amounts  which may
become payable to any Participant.


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<PAGE>

     19.  Withholding  Tax.  Where a Participant  or other person is entitled to
receive Shares  pursuant to the exercise of an Option  pursuant to the Plan, the
Company shall have the right to require the  Participant or such other person to
pay the  Company  the  amount of any taxes  which the  Company  is  required  to
withhold with respect to such Shares,  or, in lieu thereof,  to retain,  or sell
without notice, a number of such Shares  sufficient to cover the amount required
to be withheld.

     20.  Governing  Law.  The  Plan  shall  be  governed  by and  construed  in
accordance  with the laws of the State of  Florida,  except to the  extent  that
Federal law shall be deemed to apply.


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