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                                                                  EXHIBIT 10(g)


                           MOBILE AMERICA CORPORATION

                                 INCENTIVE PLAN

                             (AS AMENDED JULY 1999)


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                           MOBILE AMERICA CORPORATION
                                 INCENTIVE PLAN

                               TABLE OF CONTENTS

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Article I         Purpose........................................................................................25

         1.1      The purpose of the Mobile America Corporation Incentive Plan ("Plan") is to assist Mobile
                  America Corporation (the "Company"), together with any successor thereto, and its Affiliates
                  in attracting and retaining highly competent individuals to serve as Key Employees and as
                  Non-Employee Directors who will contribute to the Company's success, and in motivating such
                  persons to achieve long-term objectives which will inure to the benefit of all shareholders
                  of the Company................................................................................25


Article II        Definitions....................................................................................25
         2.1      AFFILIATE......................................................................................25
         2.2      AWARD..........................................................................................25
         2.3      AWARD AGREEMENT................................................................................25
         2.4      CODE...........................................................................................25
         2.5      COMMITTEE......................................................................................25
         2.6      DIRECTOR GRANT COMMITTEE.......................................................................25
         2.7      EXCHANGE ACT...................................................................................25
         2.8      FAIR MARKET VALUE..............................................................................25
         2.9      INCENTIVE STOCK OPTION.........................................................................25
         2.10     KEY EMPLOYEE...................................................................................26
         2.11     NON-EMPLOYEE DIRECTOR..........................................................................26
         2.12     NON-QUALIFIED STOCK OPTION.....................................................................26
         2.13     OPTION.........................................................................................26
         2.14     PARTICIPANT....................................................................................26
         2.15     PERFORMANCE AWARD..............................................................................26
         2.16     PLAN...........................................................................................26
         2.17     RESTRICTED STOCK...............................................................................26
         2.18     RULE 16B-3.....................................................................................26
         2.19     SHARES.........................................................................................26
         2.20     STOCK APPRECIATION RIGHTS......................................................................26


Article III       Administration.................................................................................27
         3.1      COMMITTEE......................................................................................27
         3.2      DIRECTOR GRANT COMMITTEE.......................................................................27


Article IV        Shares.........................................................................................28
         4.1      NUMBER OF SHARES AVAILABLE.....................................................................28
         4.2      SHARES SUBJECT TO TERMINATED AWARDS............................................................28
         4.3      ADJUSTMENTS....................................................................................28


Article V         Stock Options and Stock Appreciation Rights....................................................28
         5.1      GRANT OF OPTION................................................................................29
         5.2      STOCK APPRECIATION RIGHTS......................................................................29
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         5.3      COMPLIANCE WITH CODE SECTION 162(M)............................................................29


Article VI        Other Share-Based Awards.......................................................................30
         6.1      GRANT OF OTHER AWARDS..........................................................................30


Article VII       Terms Applicable to All Awards Granted Under the Plan..........................................30
         7.1      AWARD AGREEMENT................................................................................30
         7.2      AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER; NO LIMITATIONS ON OTHER AWARDS...................30
         7.3      LIMITATIONS ON TRANSFER OF AWARDS..............................................................30
         7.4      TAXES..........................................................................................30
         7.5      RIGHTS AND STATUS OF RECIPIENTS................................................................31
         7.6      AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES.....................................................31
         7.7      SHARE CERTIFICATES; REPRESENTATION BY PARTICIPANTS; REGISTRATION REQUIREMENTS..................31


Article VIII Amendment and Termination...........................................................................31
         8.1      AMENDMENT......................................................................................32
         8.2      TERMINATION....................................................................................32


Article IX        General Provisions.............................................................................33
         9.1      EFFECTIVE DATE OF THE PLAN.....................................................................33
         9.2      UNFUNDED STATUS OF PLAN........................................................................33
         9.3      MISCELLANEOUS..................................................................................33
</TABLE>


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                           MOBILE AMERICA CORPORATION

                                 INCENTIVE PLAN

ARTICLE I         PURPOSE

         1.1      The purpose of the Mobile America Corporation Incentive Plan
                  ("Plan") is to assist Mobile America Corporation (the
                  "Company"), together with any successor thereto, and its
                  Affiliates in attracting and retaining highly competent
                  individuals to serve as Key Employees and as Non-Employee
                  Directors who will contribute to the Company's success, and
                  in motivating such persons to achieve long-term objectives
                  which will inure to the benefit of all shareholders of the
                  Company.

ARTICLE II        DEFINITIONS

         2.1      AFFILIATE means any entity with respect to which the Company
                  owns or controls, directly or indirectly, shares (or other
                  ownership interests) having 50 percent or more of the voting
                  power.

         2.2      AWARD means any award made under the Plan.

         2.3      AWARD AGREEMENT means a written agreement or other document
                  specifically setting forth the terms and conditions of an
                  Award.

         2.4      CODE means the Internal Revenue Code of 1986, as amended from
                  time to time.

         2.5      COMMITTEE means a committee of the Board of Directors of the
                  Company designated by such Board to administer the Plan as to
                  Key Employee Participants, which committee (i) shall be
                  composed of not less than two Non-Employee Directors who
                  shall also qualify as outside directors, as defined in
                  Section 162(m) of the Code, so long as the Company shall be
                  subject to such provision, and (ii) shall be operated so as
                  to permit grants of Awards to Key Employees who are subject
                  to Section 16 of the Exchange Act to qualify as exempt
                  transactions under Rule 16b-3.

         2.6      DIRECTOR GRANT COMMITTEE means a committee of the Board of
                  Directors of the Company designated by such Board to
                  administer the Plan as to Non-Employee Director Participants,
                  which committee (i) shall be composed of not less than two
                  members of the Board of Directors of the Company who also are
                  employees of the Company or of any Affiliate and (ii) so long
                  as the Company shall have a class of securities registered
                  under Section 12 of the Exchange Act, shall be operated so as
                  to permit grants of Awards to Non-Employee Directors to
                  qualify as exempt transactions under Rule 16b-3.

         2.7      EXCHANGE ACT means the Securities Exchange Act of 1934, as
                  amended.

         2.8      FAIR MARKET VALUE means, with respect to any property
                  (including, without limitation, any Shares or other
                  securities), the fair market value of such property
                  determined by such methods as shall be established from time
                  to time by the Committee.

         2.9      INCENTIVE STOCK OPTION means an Option designated as an
                  incentive stock option as defined in Code Section 422.


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         2.10     KEY EMPLOYEE means any officer or other key employee of the
                  Company or of any Affiliate who is in a position to make a
                  significant contribution to the management, growth, or
                  profitability of the business of the Company or any
                  Affiliate, as determined by the Committee.

         2.11     NON-EMPLOYEE DIRECTOR means a member of the Board of
                  Directors of the Company who is not an employee of the
                  Company or any Affiliate.

         2.12     NON-QUALIFIED STOCK OPTION means an Option that is not an
                  Incentive Stock Option as defined in Code Section 422.

         2.13     OPTION means any option to purchase Shares granted pursuant
                  to the Plan.

         2.14     PARTICIPANT shall mean any Key Employee (referred to as a Key
                  Employee Participant) or any Non-Employee Director (referred
                  to as a Non-Employee Director Participant) receiving an
                  Award.

         2.15     PERFORMANCE AWARD means the right to receive a payment
                  (measured by (i) the Fair Market Value of a specified number
                  of Shares at the end of the Award period or (ii) the increase
                  in the Fair Market Value of a specified number of Shares
                  during the Award period or (iii) a fixed cash amount payable
                  at the end of the Award period) contingent upon the extent to
                  which certain predetermined performance targets have been met
                  during an Award period.

         2.16     PLAN means the Mobile America Corporation Incentive Plan as
                  set forth herein, and as the same may be amended from time to
                  time.

         2.17     RESTRICTED STOCK means Shares subject to such terms and
                  conditions relating to forfeitability (whether based on
                  performance standards, periods of service or otherwise) and
                  relating to restrictions (including, without limitation,
                  transfer restrictions), which restrictions may lapse
                  separately or in combination at such times, in such
                  installments or otherwise, as the Committee may deem
                  appropriate with respect to Key Employee Participants and as
                  the Director Grant Committee may deem appropriate with
                  respect to Non-Employee Director Participants.

         2.18     RULE 16B-3 means Rule 16b-3 as promulgated by the Securities
                  and Exchange Commission under Section 16 of the Exchange Act,
                  as the same may be amended from time to time, and any
                  successor rule.

         2.19     SHARES mean the shares of common stock of the Company, $0.025
                  par value, and such other securities or property as may
                  become subject to Awards pursuant to an adjustment made under
                  Section 4.3 of the Plan.

         2.20     STOCK APPRECIATION RIGHTS mean Awards granted in accordance
                  with Article V.


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ARTICLE III       ADMINISTRATION

         3.1      COMMITTEE. The Plan shall be administered as to Key Employee
                  Participants by the Committee. Subject to the terms of the
                  Plan and applicable law, the Committee shall have full power
                  and sole authority to: (i) designate Key Employees to be
                  Participants; (ii) determine the type, amount, duration, and
                  other terms and conditions of Awards to be granted to each
                  Key Employee Participant (including whether, to what extent,
                  and under what circumstances Awards may be settled or
                  exercised in cash, Shares, other securities, other Awards, or
                  other property and whether, to what extent, and under what
                  circumstances cash, Shares, other securities, other Awards,
                  other property, and other amounts payable with respect to an
                  Award shall be deferred either automatically or at the
                  election of the holder thereof or of the Committee); (iii)
                  interpret and administer the Plan and any instrument or
                  agreement relating to, or Award made under, the Plan with
                  respect to any Key Employee Participant; (iv) waive any
                  conditions or other restrictions with respect to, amend,
                  alter, suspend, discontinue, or terminate any Award granted
                  to a Key Employee Participant, prospectively or
                  retroactively, but no such action shall impair the rights of
                  any Key Employee Participant without his or her consent
                  except as provided in Section 4.3, and correct any defect,
                  supply any omission, or reconcile any inconsistency in any
                  Award or Award Agreement granted to a Key Employee
                  Participant in the manner and to the extent it shall deem
                  desirable to carry the Plan into effect; (v) establish,
                  amend, suspend, or waive such rules and regulations and
                  appoint such agents as it shall deem appropriate for the
                  proper administration of the Plan with respect to Key
                  Employee Participants; and (vi) make any other determination
                  and take any other action that the Committee deems necessary
                  or desirable for the administration of the Plan with respect
                  to Key Employee Participants. Unless otherwise expressly
                  provided in the Plan, all determinations, interpretations,
                  and other decisions under or with respect to the Plan or any
                  Award to a Key Employee Participant shall be within the sole
                  discretion of the Committee, may be made at any time, and
                  shall be final, conclusive, and binding upon all persons. The
                  Committee may delegate its duties to the chief executive
                  officer and to other senior officers of the Company pursuant
                  to such conditions as the Committee may establish, except
                  that only the Committee may select and grant Awards to Key
                  Employee Participants who are subject to Section 16 of the
                  Exchange Act.

         3.2      DIRECTOR GRANT COMMITTEE. The Plan shall be administered as
                  to Non-Employee Director Participants by the Director Grant
                  Committee. Subject to the terms of the Plan and applicable
                  law, the Director Grant Committee shall have full power and
                  sole authority to: (i) designate Non-Employee Directors to be
                  Participants; (ii) make decisions concerning the timing,
                  pricing, and amount of all grants of Awards to Non-Employee
                  Director Participants; and (iii) otherwise take any actions
                  under the Plan with respect to Non-Employee Directors which
                  the Committee is authorized to take under the Plan with
                  respect to Key Employees.


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ARTICLE IV        SHARES

         4.1      NUMBER OF SHARES AVAILABLE. Subject to Section 4.3, the
                  maximum number of Shares which may be issued under the Plan
                  and as to which Awards may be granted is 1,045,000 Shares.

         4.2      SHARES SUBJECT TO TERMINATED AWARDS. The (i) Shares covered
                  by any unexercised portions of terminated Options, (ii)
                  Shares forfeited as provided under the Plan, and (iii) Shares
                  subject to any Awards which are otherwise surrendered by the
                  Participant and as to which Shares no Participant has
                  received any payment or other benefit of ownership with
                  respect thereto, may again be subject to new Awards. In the
                  event the purchase price of an Option is paid in whole or in
                  part through the delivery of Shares, the gross number of
                  Shares issuable in connection with the exercise of the Option
                  shall not again be available for the grant of Awards under
                  the Plan. Shares used to measure the amount payable to a
                  Participant in respect of an earned Performance Award and
                  Shares issued in payment of Performance Awards which are
                  denominated in cash amounts shall not again be available for
                  the grant of Awards under the Plan.

         4.3      ADJUSTMENTS. In the event that the Committee shall determine
                  that any dividend or other distribution (whether in the form
                  of cash, Shares, other securities, or other property),
                  recapitalization, stock split, reverse stock split,
                  reorganization, merger, consolidation, split-up, spin-off,
                  combination, repurchase, or exchange of securities of the
                  Company, or other similar corporate transaction or event
                  affects the Shares such that an adjustment is determined by
                  the Committee to be appropriate in order to prevent dilution
                  or enlargement of the benefits or potential benefits intended
                  to be made available under the Plan, then the Committee may,
                  in such manner as it may deem equitable, adjust as to Key
                  Employee Participants any or all of (i) the number and type
                  of Shares subject to the Plan and which thereafter may be
                  made the subject of Awards, including Incentive Stock Options
                  and Stock Appreciation Rights, (ii) the number and type of
                  Shares subject to outstanding Awards, and (iii) the grant,
                  purchase, or exercise price with respect to any Award, or, if
                  deemed appropriate, make provisions for a cash payment to the
                  holder of an outstanding Award; provided, however, in each
                  case, that with respect to Awards of Incentive Stock Options
                  no such adjustment shall be authorized to the extent that
                  such authority would cause the Plan to violate Section
                  422(b)(1) of the Code or any successor provision thereto. The
                  foregoing authority shall be exercised as to Non-Employee
                  Director Participants by the Director Grant Committee. In
                  addition, in the event the Company or any Affiliate shall
                  assume outstanding employee or director awards or the right
                  or obligation to make future awards in connection with the
                  acquisition of another business or another corporation or
                  business entity, the Committee, or the Director Grant
                  Committee in the case of Awards held by Non-Employee
                  Directors, may make such adjustments, not inconsistent with
                  the terms of the Plan, in the terms of Awards granted to
                  Participants as it shall deem appropriate in order to achieve
                  reasonable comparability or other equitable relationship
                  between the assumed awards and the Awards granted to
                  Participants.


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ARTICLE V         STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


         5.1      GRANT OF OPTION. The Committee is hereby authorized to grant
                  Options to Key Employee Participants with such terms and
                  conditions, in either case not inconsistent with the
                  provisions of the Plan, as the Committee shall determine. The
                  Director Grant Committee is hereby authorized to grant
                  Options to Non-Employee Director Participants with such terms
                  and conditions, in either case not inconsistent with the
                  provisions of the Plan, as the Director Grant Committee shall
                  determine.

                  (A)      EXERCISE PRICE. The exercise price per Share
                           purchasable under an Option shall be determined at
                           the time of grant and shall be not less than 100% of
                           the Fair Market Value of the Share on the date of
                           grant of such Option.

                  (B)      EXERCISABILITY AND METHOD OF EXERCISE. An Option
                           Award may contain such performance targets and
                           waiting periods, and shall become exercisable in
                           such manner and within such period or periods and in
                           such installments or otherwise, as shall be
                           determined at the time of grant. The Committee, or
                           the Director Grant Committee in the case of Awards
                           to Non-Employee Director Participants, shall also
                           determine the method by which, and the form
                           (including, without limitation, cash, Shares, other
                           securities, other Awards, or other property, or any
                           combination thereof, having a Fair Market Value on
                           the exercise date equal to the relevant exercise
                           price), in which payment of the Option exercise
                           price may be made (including payment in accordance
                           with a cashless exercise program under which, if so
                           instructed by the Participant, Shares may be issued
                           directly to the Participant's broker or dealer upon
                           receipt of the purchase price in cash from the
                           broker or dealer).

                  (C)      INCENTIVE STOCK OPTIONS. The terms of any Incentive
                           Stock Option granted under the Plan shall comply in
                           all respects with the provisions of Code Section
                           422, or any successor provision thereto, and any
                           regulations promulgated thereunder.

         5.2      STOCK APPRECIATION RIGHTS. The Committee is hereby authorized
                  to grant Stock Appreciation Rights to Key Employee
                  Participants, and the Director Grant Committee is hereby
                  authorized to grant Stock Appreciation Rights to Non-Employee
                  Directors in such amounts and having such grant price, term,
                  methods of exercise, methods of settlement (including whether
                  Stock Appreciation Rights will be settled in cash, Shares,
                  other securities, other Awards, or other property, or any
                  combination thereof), and any other terms and conditions as
                  it shall determine, including, without limitation,
                  restrictions on the time of exercise of the Stock
                  Appreciation Right to specified periods as may be necessary
                  to satisfy the requirements of Rule 16b-3.

         5.3      COMPLIANCE WITH CODE SECTION 162(M). Notwithstanding any
                  other provision of the Plan, the maximum number of Options
                  and Stock Appreciation Rights, in the aggregate, which may be
                  awarded during any calendar year to any individual Key
                  Employee Participant under the Plan is 25,000 Shares and/or
                  Stock Appreciation Rights, provided, however, that the
                  Committee may make a one-time grant of Options to purchase up
                  to 75,000 Shares for recruitment purposes to a new Key
                  Employee Participant. The Committee at any time may in its
                  sole discretion limit the number of Options that can be
                  exercised in any taxable year of the Company, to the extent
                  necessary to prevent


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                  the application of Section 162(m) of the Code (or any similar
                  or successor provision), provided that the Committee may not
                  postpone the earliest date on which Options can be exercised
                  beyond the last day of the stated term of such Options.

ARTICLE VI        OTHER SHARE-BASED AWARDS

         6.1      GRANT OF OTHER AWARDS. Other Awards, valued in whole or in
                  part by reference to, or otherwise based on, Shares,
                  including but not limited to Performance Awards and
                  Restricted Stock, may be granted either alone or in addition
                  to or in conjunction with other Awards in such amounts and
                  having such terms and conditions as the Committee may
                  determine with respect to Key Employee Participants and as
                  the Director Grant Committee may determine with respect to
                  Non-Employee Director Participants.

ARTICLE VII       TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

         7.1      AWARD AGREEMENT. No person shall have any rights under any
                  Award granted under the Plan unless and until the Company and
                  the Participant to whom such Award shall have been granted
                  shall have executed and delivered an Award Agreement or
                  received any other Award acknowledgment authorized by the
                  Committee or the Director Grant Committee expressly granting
                  the Award to such person and containing provisions setting
                  forth the terms of the Award. If there is any conflict
                  between the provisions of an Award Agreement and the terms of
                  the Plan, the terms of the Plan shall control.

         7.2      AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER; NO LIMITATIONS
                  ON OTHER AWARDS. Awards may be granted either alone or in
                  addition to, in tandem with, or in substitution for any other
                  Award or any award granted under any other plan of the
                  Company or any Affiliate, and the terms and conditions of an
                  Award need not be the same with respect to each Participant.

         7.3      LIMITATIONS ON TRANSFER OF AWARDS. The rights and interest of
                  a Participant under the Plan may not be assigned, alienated,
                  sold, or transferred other than by will or the laws of
                  descent and distribution; provided, however, that a Key
                  Employee Participant may at the discretion of the Committee,
                  and a Non-Employee Director Participant may at the discretion
                  of the Director Grant Committee, be entitled, to designate a
                  beneficiary or beneficiaries to exercise his or her rights,
                  and to receive any property distributable, with respect to
                  any Award upon the death of the Key Employee Participant or
                  the Non-Employee Director Participant, as the case may be.
                  During the lifetime of a Participant, only the Participant
                  personally, or if permissible under applicable law, such
                  individual's guardian or legal representative, may exercise
                  rights under the Plan. No Award, and no right under any such
                  Award, may be pledged, alienated, attached, or otherwise
                  encumbered, and any purported pledge, alienation, attachment,
                  or encumbrance thereof shall be void and unenforceable
                  against the Company or any Affiliate.

         7.4      TAXES. The Company shall be entitled, if the Committee (or
                  the Director Grant Committee in the case of an Award granted
                  to a Non-Employee Director) deems it necessary or desirable,
                  to withhold (or secure payment from the Participant in lieu
                  of withholding) the amount of any withholding or other tax
                  required by law to be withheld or paid by


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                  the Company in connection with such Participant's Award, and
                  the Company may defer payment or issuance of the cash or
                  Shares upon the grant, exercise or vesting of an Award unless
                  indemnified to its satisfaction against any liability for any
                  such tax. The Committee, or the Director Grant Committee in
                  the case of an Award granted to a Non-Employee Director, may
                  prescribe in each Award Agreement one or more methods by
                  which the Participant will be permitted to satisfy his or her
                  tax withholding obligation, which methods may include,
                  without limitation, the payment of cash by the Participant to
                  the Company and the withholding from the Award, at the
                  appropriate time, of a number of Shares sufficient, based
                  upon the Fair Market Value of such Shares, to satisfy such
                  tax withholding requirements.

         7.5      RIGHTS AND STATUS OF RECIPIENTS. No Employee, Participant or
                  other person shall have any right to be granted an Award.
                  Neither the Plan nor any action taken hereunder shall be
                  construed as giving any employee any right to be retained in
                  the employ of the Company or any Affiliate, and the grant of
                  an Award to a Non-Employee Director shall not confer any
                  right on such Non-Employee Director to continue as a director
                  of the Company.

         7.6      AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income recognized
                  by a Participant pursuant to the Plan shall not be included
                  in the determination of benefits under any employee pension
                  benefit plan (as such term is defined in Section 3(2) of the
                  Employee Retirement Income Security Act of 1974, as amended)
                  or group insurance or other benefit plans applicable to the
                  Participant which are maintained by the Company or any
                  Affiliate, except as may be provided under the terms of such
                  plans or determined by resolution of the Board of Directors
                  of the Company.

         7.7      SHARE CERTIFICATES; REPRESENTATION BY PARTICIPANTS;
                  REGISTRATION REQUIREMENTS. All certificates for Shares
                  delivered pursuant to any Award or the exercise thereof shall
                  be subject to such stop transfer orders and other
                  restrictions as the Committee, or the Director Grant
                  Committee in the case of an Award granted to a Non-Employee
                  Director, may deem advisable under the Plan or the rules,
                  regulations, and other requirements of the Securities
                  Exchange Commission, any stock exchange or other market upon
                  which such Shares are then listed or traded, and any
                  applicable federal or state securities laws, and legends may
                  be put on any such certificates to make appropriate reference
                  to such restrictions. The Committee may require each
                  Participant to represent to the Company in writing that such
                  Participant is acquiring the Shares without a view to the
                  distribution thereof. Each Award shall be subject to the
                  requirement that, if at any time (i) the listing,
                  registration or qualification of Shares relating to such
                  Award on any securities exchange or under any state or
                  federal securities laws, or (ii) the approval of any
                  regulatory body is necessary or desirable as a precondition
                  thereto, the Award or the issuance of Shares in connection
                  therewith may not be consummated unless such listing,
                  registration, qualification or approval shall have been
                  effected.



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ARTICLE VIII      AMENDMENT AND TERMINATION

         8.1      AMENDMENT. The Board of Directors of the Company may amend,
                  alter, suspend, discontinue, or terminate the Plan at any
                  time; provided, however, that no amendment, alteration,
                  suspension, discontinuation or termination of the Plan shall
                  in any manner (except as otherwise provided in this Article
                  VIII) adversely affect any Award, without the consent of the
                  Participant. It is intended that the Plan be administered in
                  compliance with Rule 16b-3 and Section 162(m) of the Code so
                  long as the Company shall have a class of equity securities
                  registered under Section 12 of the Exchange Act. If any
                  provision of the Plan would be in violation of Rule 16b-3 or
                  Section 162(m) of the Code if applied as written, such
                  provision shall not have effect as written and shall be given
                  effect so as to comply therewith. The Board of Directors of
                  the Company is authorized to amend the Plan and to make any
                  modifications to Award Agreements to comply with Rule 16b-3
                  and Section 162(m) of the Code, and to make any other
                  amendments or modifications deemed necessary or appropriate
                  to better accomplish the purposes of the Plan in light of any
                  amendments made to Rule 16b-3 and Section 162(m) of the Code.

         8.2      TERMINATION. The Directors shall have the right and the power
                  to terminate the Plan at any time. No Award shall be granted
                  under the Plan after such termination, but such termination
                  shall not have any other effect, and any Award outstanding at
                  the time of such termination may be exercised after
                  termination at any time prior to the expiration date of such
                  Award to the same extent such Award would have been
                  exercisable had the Plan not terminated.

ARTICLE IX        GENERAL PROVISIONS

         9.1      EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of
                  the date of approval of the Plan by the shareholders of the
                  Company.

         9.2      UNFUNDED STATUS OF PLAN. The Plan shall be unfunded and shall
                  not create (or be construed to create) a trust or a separate
                  fund or funds. The Plan shall not establish any fiduciary
                  relationship between the Company and any Participant or other
                  person. To the extent any person holds any right by virtue of
                  a grant under the Plan, such right shall be no greater than
                  the right of an unsecured general creditor of the Company.

         9.3      MISCELLANEOUS. The Plan and all determinations made and
                  actions taken pursuant to the Plan shall be governed by the
                  laws of the state of Florida and applicable federal laws.
                  Section headings are used in the Plan for convenience only,
                  do not constitute a part of the Plan, and shall not be deemed
                  in any way to be relevant to the interpretation of the Plan
                  or any provision thereof. Whenever possible, each provision
                  in the Plan and every Award shall be interpreted in such
                  manner as to be effective and valid under applicable law, but
                  if any provision of the Plan or any Award shall be held to be
                  prohibited by or invalid under applicable law, then (a) such
                  provision shall be deemed amended to accomplish the
                  objectives of the provision as originally written to the
                  fullest extent permitted by law and (b) all other provisions
                  of the Plan and every other Award shall remain in full force
                  and effect.


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