EXHIBIT 10.1

                 HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.

                             1998 Stock Option Plan


         1. Purposes of Plan. This 1998 Stock Option Plan (the "Plan") is
intended to encourage and enable selected employees, officers, directors and
independent contractors of Health & Nutrition Systems International, Inc. (the
"Company") to acquire or to increase their holdings of shares of the common
stock of the Company, $.001 par value per share (the "Common Stock") in order to
promote a closer identification of their interests with those of the Company and
its stockholders, thereby further stimulating their efforts to enhance the
efficiency, soundness, profitability, growth and stockholder value of the
Company. This purpose will be carried out through the granting of incentive
stock options ("Incentive Stock Options") and nonqualified stock options
("Nonqualified Stock Options"). Incentive Stock Options and Nonqualified Stock
Options shall be collectively referred to herein as "Options."

         2. Administration. The Plan shall be administered by the Board of
Directors, or if appointed by the Board of Directors, by a committee, of not
less than two (2) Directors (the Board sitting as such Committee or such
Committee if appointed, is herein referred to as the "Committee"). The Committee
will administer the Plan and execute award agreements or other documents subject
to the express provisions of the Plan. In addition, the Committee shall have
plenary authority, in its discretion, to determine the individuals to whom, and
the time or times at which, awards of Options under the Plan shall be made,
whether the awards are to be Incentive Stock Options, or otherwise, and the
number of shares of Common Stock of the Company to be contained in each grant of
option, and to establish the terms and conditions of each award (which need not
be identical). Subject to the express provisions of the Plan, the Committee
shall have plenary authority in its discretion to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan,
prescribe and amend the terms and provisions of the stock option agreements
(which need not be identical) and to make all other determinations deemed
necessary or advisable for the administration of the Plan. The determinations of
the Committee on all matters with respect to the Plan shall be conclusive. All
expenses and liabilities incurred by the Committee in the administration of the
Plan shall be borne by the Company. The Committee may, with the approval of the
Board (if applicable) employ attorneys, consultants, accountants or other
persons to assist with the administration of the Plan.

         3. Stock Reserved for the Plan. For purposes of the Plan, 2,500,000
shares of Common Stock may be issued pursuant to the exercise of options granted
hereunder (subject to adjustment as provided in Section 11 below), and the
Company has reserved sufficient authorized shares to provide for the exercise of
such options. Such shares may consist, in whole or in part, of unissued or
treasury shares. If any shares that have been optioned or granted under the Plan
cease to be subject to option or grant or are later forfeited or reacquired by
the Company, as the case may be, such shares may again be made subject to awards
under the Plan.

         4. Participation. Officers, directors and other employees of the
Company, as well as independent contractors of and consultants to the Company,
are eligible to participate in the Plan.

         5. Eligibility for Incentive Stock Options. An Incentive Stock Option
may be granted only to an individual who satisfies all of the following
eligibility requirements on the Granting Date (as defined in Section 7(b)
below):

                  (a) The individual is an employee of the Company. For this
purpose, an individual is considered to be an "employee" only if there exists
between the individual and the Company the legal and bona fide relationship of
employer and employee. In determining whether such a relationship exists, the
regulations of the United States Treasury Department relating to the
determination of the employment relationship for the purpose of collection of
income tax on wages at the source shall be applied.

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                  (b) The individual is an employee of the Company who the
Committee determines is in a position to affect the profits of the Company by
reason of the nature and extent of such employee's duties, responsibilities,
personal capabilities, performance and potential.

                  (c) With respect to the grant of an Incentive Stock Option,
the individual does not own, immediately before the time that the Incentive
Stock Option is granted, stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company; provided, that a
10% Holder (as defined in Section 7 below) may be granted an incentive option if
the price at which such option may be exercised is greater than or equal to one
hundred ten percent (110%) of the fair market value of the shares of Common
Stock of the fair market value of the Common Stock at the time of the grant of
the option and the period of the option does not exceed five (5) years. For this
purpose, an individual will be deemed to own stock which is attributed to him
under Section 424(d) of the Internal Revenue Code of 1986, as amended (the
"Code").

                  (d) The individual, being otherwise eligible under this
Section 5, is selected by the Committee as an individual to whom an option shall
be granted (a "Grantee").

         6. Eligibility for Nonqualified Stock Options. A Nonqualified Stock
Option may be granted only to an individual who satisfies the following
eligibility requirements on the Granting Date:

                  (a) The individual is an employee, officer or independent
contractor or consultant of the Company. For this purpose, an individual is an
considered to be an "employee" only if there exists between the individual and
the Company or a related corporation the legal and bona fide relationship of
employer and employee. In determining whether such a relationship exists, the
regulations of the United States Treasury Department relating to the
determination of the employment relationship for the purpose of collection of
income tax on wages at the source shall be applied. For this purpose, an
individual is considered an "independent contractor" if that individual performs
services for the Company in a capacity other than as an employee.

                  (b) The individual, being otherwise eligible under this
Section 6, is selected by the Committee as an Grantee.

         7. Terms and Conditions of Options. All Options granted under this plan
shall be subject to the following terms and conditions and any others as the
Committee shall deem desirable:

                  (a) Option Price. The purchase price per share of Common Stock
will be determined by the Committee but the purchase price for Incentive Stock
Options will not be less than one hundred percent (100%) of the fair market
value of the stock on the Granting Date. Such fair market value shall be
determined by the Committee in such manner as it shall deem reasonable and in
compliance with all applicable laws and regulations. The purchase price of the
stock subject to an Incentive Stock Option granted to the holder of ten percent
(10%) or more of the total combined voting power of all classes of stock of the
Company (a "10% Holder") shall be equal to at least one hundred ten percent
(110%) of the fair market value of the Common Stock at the time of the grant of
the option. In no event shall the purchase price per share under any Option be
less than the par value of such stock subject to the Option.

                  (b) Effective Date of Grant. The effective date of the grant
of an Option (the "Granting Date") shall be the date specified by the Committee
in its determination relating to the award of such Option, provided that such
date shall not be prior to the date of such action by the Committee. The
Committee shall promptly notify the Grantee of the grant of an Option, and a
written Stock Option Agreement shall promptly be executed and delivered by and
on behalf of the Company and the Grantee, provided that such grant of an Option
shall expire if a written Stock Option Agreement is not signed by said Grantee
(or his or her agent or attorney) and returned to the Company within sixty (60)
days from the Granting Date.

                  (c) Option Period. The term of each Option, including the
earliest date of exercise and the "vesting" periods for the exercise of the
Options over time shall be fixed by the Committee; provided, however that no
Option shall be exercisable after the expiration of ten (10) years from the
Granting Date (but no more than five (5) years from the Granting Date in the
case of a 10% Holder). The aggregate fair market value (determined as of the
time the Granting Date) of the Stock with respect to which Incentive Stock

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Options are exercisable for the first time by a grantee during any calendar year
(under all plans of the Company and its subsidiaries) shall not exceed One
Hundred Thousand Dollars ($100,000). To the extent Options which first become
exercisable during a calendar year exceed One Hundred Thousand Dollars
($100,000) to one employee, such Options shall be deemed non-qualified stock
Options.

                  (d) Exercise. An Option may be exercised by giving written
notice of exercise to the Company specifying the number of shares to be
purchased and by paying in full the purchase price in cash or certified check,
except to the extent the participant is permitted to defer such payment pursuant
to the Option Agreement with such participant or a separate agreement. The
Committee may make provision for so-called "cashless exercise" pursuant to the
Option Agreement or a separate agreement with the Grantee. The holder of an
Option shall have none of the rights of a stockholder with respect to the shares
subject thereto until such shares shall have been issued and registered on the
Company's transfer books upon such exercise.

                  (e) Non-transferability of Options. No Option or other right
granted under the Plan shall be transferable other than by will and laws of
descent and distribution. An Option or other right shall be exercisable during a
Grantee's lifetime only by the Grantee.

                  (f) Termination by Retirement. Except as may otherwise be
determined by the Committee, if a Grantee who is an employee retires pursuant to
any retirement plan of the Company, his or her outstanding Options may be
exercised (to the extent of the number of shares purchasable by such grantee at
the time of his or her retirement) for up to three months after his or her
retirement date or the stated period of the Option, whichever period is shorter.

                  (g) Termination by Disability. Except as may otherwise be
determined by the Committee, if a Grantee's employment is terminated due to a
disability qualifying such Grantee for payments under any disability plan of the
Company or a subsidiary, his or her outstanding Options may be exercised to the
extent of the remaining shares covered by the Option for up to twelve months
from the date of termination or the stated period of the Option, whichever
period is shorter.

                  (h) Other Termination. Except as may otherwise be determined
by the Committee from time to time, if a Grantee ceases to be an officer,
employee or director of the Company for any reason other than death, disability
or retirement, or in the case of contractors and consultants, ceases to be a
contractor or consultant to the Company, his or her outstanding Options shall
terminate and expire upon the termination of such relationship with the Company.

                  (i) Death of Grantee. In the event of the death of a Grantee
while he or she is employed by the Company, or within the three month period or
the twelve month period provided in Section 7(f) and 7(g) hereof, respectively,
the Options granted to him may be exercised by a legatee or legatees of the
Grantee under his or her last will, or by his or her personal representatives or
distributees, at any time within a period of one year after his or her death
(unless otherwise provided in his or her Stock Option Agreement), but not after
the date on which the Options otherwise expires within such period.

                  (j) Stock Option Agreements. The grant of any Option under the
Plan shall be evidenced by the execution of an agreement between the Company and
the Grantee in such form as may be adopted by the Committee from time to time in
its sole discretion (each a "Stock Option Agreement"). Stock Option Agreements
between the Company and Grantees of options need not be identical, but each such
agreement shall set forth the date of grant of the option, the Option Price, the
Option period, the designation of the Option as an Incentive Stock Option or a
Nonqualified Stock Option, and the time or times when and the conditions upon
the happening of which the Option shall become exercisable. Such agreement shall
also set forth the restrictions, if any, with respect to which the shares to be
purchased thereunder shall be subject, and such other terms and conditions as
the Committee shall determine, which are consistent with the provisions of the
Plan and applicable law and regulations.

                  (k) Incentive Stock Options. It is the intent of the Company
that certain Options granted under the Plan qualify as "incentive stock options"
under Section 422 of the Internal Revenue Code. Accordingly, the Plan is also

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deemed to contain such other terms and conditions necessary (and not contain any
terms and conditions inconsistent with said Section 422) so that certain Options
granted under the Plan shall qualify as Incentive Stock Options under said
Section 422.

                  (l) Discretion of the Committee. The Committee may at any
time, in its sole discretion, accelerate the time at which any or all
restrictions will lapse or remove any or all of such restrictions.

         8. Terms and Conditions. Any Option awarded to the participant under
the Plan shall be subject to the following terms and conditions and any others
as the Committee shall deem desirable:

                  (a) Vesting Acceleration. Except as may otherwise be
determined by the Committee in its sole discretion at any time, upon an
acquisition of the Company, as evidenced by the purchase (other than through the
issuance of stock by the Company) by an independent party of more than fifty
percent (50%) of the outstanding shares, a merger as a result of which more than
fifty percent (50%) of the outstanding capital stock of the Company is held by
persons who were not previously stockholders of the Company, or a sale of all or
substantially all of the Company's assets, all outstanding Options may
immediately be exercised by the grantee thereof. Except as may otherwise be
determined by the Committee in its sole discretion at any time, upon the closing
of the sale of shares of Common Stock in a fully underwritten public offering
(with underwriters approved by the Board of Directors of the Company) pursuant
to an effective registration statement under the Securities Act of 1933, as
amended, where the aggregate sales price of such shares of Common Stock is not
less than $10,000,000, all outstanding Options may immediately be exercised by
the grantee thereof.

                  (b) Delivery of Stock. The Company shall deliver stock
certificates representing the number of shares of Common Stock that have been
fully paid as soon as practicable after receipt of payment from a Grantee. If a
Grantee is allowed under the terms of the Option to make payment of any part of
the purchase price of the Common Stock on a deferred basis, then stock
certificates representing shares of Common Stock shall be delivered to the
Grantee only to the extent that such shares are fully paid.

                  (c) Right as a Shareholder. Upon the exercise of an Option,
the payment in full of the Option price and the issuance of shares, the Grantee
shall have all of the rights of a shareholder with respect to such Common Stock
and the right to receive all dividends paid thereon.

         9. No Right to Company Employment. Nothing in this Plan or as a result
of any award pursuant to this Plan shall confer on any participant any right to
continue in the employ of the Company or of a subsidiary or interfere in any way
with the right of the Company or of a subsidiary to terminate a participant's
employment at any time. Awards granted under the Plan shall not be affected by
any change of employment so long as the participant continues to be an officer,
director, or employee of the Company.

         10. Right of First Refusal. Except as may otherwise be determined by
the Committee in its sole discretion at any time, upon or at any time after
termination of employment or association with the Company by death, disability,
retirement or any other reason, or in the event a Grantee desires to sell or
transfer his or her shares of Common Stock, the Company shall have the right to
purchase any shares owned by the participant at their then current fair market
value. The calculation of fair market value will be determined by the Committee,
in good faith, based upon relevant conditions and circumstances. If the Company
declines to purchase the shares within 30 days after the date the Committee
calculates and determines the fair market value, then the participant shall have
the right to offer the shares for sale to a third party for a period of thirty
days following the lapse of the right of first refusal to the Company;
thereafter such shares shall once again be subject to the right of first refusal
herein provided. The right of first refusal shall terminate at any time a
registration statement is filed by the Company under the Securities Act of 1933,
as amended (the "1933 Act") and is declared effective by the Securities and
Exchange Commission for the public issue of the Company's Common Stock;
provided, however, that the Company has no obligation to the Grantee to register
the Grantee's shares of Common Stock under the 1933 Act.

         11. Adjustments Upon Changes in Capitalization. If there is any change
in the outstanding shares of common stock of the Company as a result of a
merger, consolidation, reorganization, stock dividend, stock split to holders of
shares that is distributable in shares, or other change in the capital stock

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structure of the Company or a related corporation, the Committee shall make such
adjustments to options, to the number of shares reserved for issuance under the
Plan, and to any provisions of this Plan as the Committee deems equitable to
prevent dilution or enlargement of options or otherwise advisable to reflect
such change.

         12. Amendments and Termination. The Committee may amend, alter or
discontinue the Plan in such respects as it shall deem advisable; provided,
however, that the Committee may not, without approval by the holders of the
majority of the outstanding shares of Common Stock of the Company; (i) increase
the aggregate maximum number of shares as to which Options may be granted under
the Plan; or (ii) change the class of participants eligible to receive awards
under the Plan.

         13. Effective Date of the Plan. The Plan shall become effective as of
the date of adoption by the Board of Directors (the "Effective Date"), subject
to approval by the shareholders within one (1) year thereafter.

         14. Term of the Plan. No Options shall be granted pursuant to the Plan
after the date that is ten (10) years after the Effective Date. However,
unexpired options granted prior to such date will remain in effect.

         15. Government and Other Regulations. The obligations of the Company to
issue shares under the Plan, and the transferability of shares shall be subject
to all applicable laws, rules and regulations, and such approvals by any
governmental agencies as may be required, including, without limitation, if
necessary or appropriate, the effectiveness of a registration statement under
the Securities Act of 1933, as amended. All shares issued upon exercise of
options will contain restrictive legends as deemed appropriate by counsel to the
Company.

         16. Tax Withholding. When any Option is exercised, the grantee shall
pay the Company in cash any amount of withholding taxes which the Company may be
required by law to withhold.

         17. Limited Liability. Neither the Company nor any of its officers, or
employees, or any member of the Board of Directors or the Committee, or any
other person participating in any determination of any question under the Plan,
or in the interpretation, administration or applicable of the Plan, shall have
any liability for any action taken, or not taken, in good faith under the Plan,
or based on or arising out of the determination of any question under the Plan,
made in good faith.

         18. Non-Exclusivity of the Plan. Neither the adoption by the Board of
Directors nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board of Directors to adopt such other incentive arrangements as it may deem
desirable, including without limitation, the granting of stock options otherwise
than under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

         19. Applicable Law. The Plan shall be construed and enforced according
to the laws of the State of Florida.