2000 STOCK OPTION PLAN

                                 OF

                            MEDICORE, INC.

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     1. Purpose.  MEDICORE, INC., a Florida corporation, (the "Company")
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hereby establishes the 2000 Stock Option Plan (the "Plan").  The purpose of
the Plan is to advance the interests of the Company and its stockholders by
providing a means by which the Company and its subsidiaries ("Affiliates")
shall be able to attract, retain and reward competent officers, directors,
consultants, key employees (including officers and directors who are
employees), attorneys, advisors and others ("Participants"), and provide
such persons with an opportunity to participate in the increased value of
the Company which their effort, initiative, and skill have helped and will
help to produce.  The Plan and granting of options shall encourage those
persons to have a proprietary interest in the Company and to provide their
continued efforts.

     This Plan authorizes the "Committee" or the "Board" to grant "Incentive
Options" to "Key Employees" and to grant "Non-Qualified Options" to "Key
Employees" and to "Key Individuals" selected by the Committee or the Board
while considering such criteria as employment position or other relationship
with the Company, duties and responsibilities, ability, productivity, length
of service or association, interests of the Company and other matters.

     2.   Definitions.
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     2.1  The following terms, whenever used in this Plan, shall have the
meanings set forth below.

          (a) "Affiliate" means any corporation, a majority of the voting
stock of which is directly or indirectly owned by the Company, or any
corporation which owns a majority of the voting stock of the Company.

          (b) "Affiliation" or "Affiliated" means any person who has a
relationship with or is otherwise then affiliated with the Company as a
Participant; the absence or cessation of the designation as Participant shall
mean that such person no longer has an Affiliation or is Affiliated with the
Company or an Affiliate.

          (c) "Award" means a grant made under this Plan in the form of
Incentive Options or Non-Qualified Options.

          (d) "Board" means the Board of Directors of the Company.

          (e) "Code" means the Internal Revenue Code of 1986, as amended.

          (f) "Committee" means a committee appointed by the Board.

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          (g) "Company" means Medicore, Inc. and its Affiliates unless the
context otherwise indicates.

          (h) "Exercise Price" shall mean the price per Share of Stock at
which an Option may be exercised.

          (i) "Fair Market Value" of a Share as of a specified date shall
mean the closing price of a Share on the Nasdaq SmallCap Market or the
principal securities exchange on which such Shares are traded on the day
immediately preceding the date as of which Fair Market Value is being
determined, or on the next preceding date on which such Shares are traded if
no Shares were traded on such immediately preceding day; or if the Shares are
not traded on the Nasdaq SmallCap Market or a securities exchange, Fair
Market Value shall be deemed to be the average of the high bid and low asked
prices of the Shares in the over-the-counter market on the day immediately
preceding the date as of which Fair Market Value is being determined or on
the next preceding date on which such high bid and low asked prices were
recorded. If the Shares are not publicly traded, Fair Market Value shall be
determined by the Committee or the Board, taking into consideration all
factors it deems appropriate, including, without limitation, recent sale and
offer prices of the Stock in private transactions negotiated at arm's length.
In  no case shall Fair Market Value be less than the par value of the Stock.

          (j) "Incentive Options" means "incentive stock options" as that
term is defined in the Code Section 422, Section 422A, or the successor to
either of them.

          (k) "Key Employee" means any person designated by the Committee who
is employed by the Company and whose continued employment is considered to be
in the best interests of the Company.

          (l) "Key Individual" means any person, other than an employee of
the Company, who is committed to the interests of the Company or its
Affiliates.

          (m) "Non-Qualified Options" mean Options that are not meant to
qualify as "incentive stock options" under Code Section 422, Section 422A,
or the successor of either of them.

          (n) "Option" means a right to purchase Stock granted pursuant to
the terms and conditions of a Stock Option Agreement or Stock Option
Certificate.

          (o) "Option Shares" means the shares of Stock underlying an Option
granted pursuant to the Plan.

          (p) "Participant" means a person designated by the Board or the
Committee to receive an Award under the Plan who has a relationship with or
is otherwise then Affiliated with the Company as either an officer or
director, including Key Employees and Key Individuals.

          (q) "Plan" means this 2000 Medicore, Inc. Stock Option Plan, as
amended from time to time.

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          (r) "Share" means a share of Stock adjusted in accordance with
Section 14 of the Plan (if applicable).

          (s) "Stock" means the common stock, $.01 par value per share, of
the Company.

          (t) "Successor" means the legal representative of the estate of a
deceased Participant or the person or persons who may acquire the right to
exercise an Option or to receive Shares issuable in satisfaction of an Award,
by bequest or inheritance.

          (u) "Term" means the period during which an Option may be exercised.

     2.2 Gender and Number.  Except when otherwise indicated by context,
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reference to the masculine gender shall include, when used, the feminine
gender and any term used  in the singular shall also include the plural.

     3. Administration.  The Plan shall be administered by the Board;
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provided, to the extent the Board deems it advisable or the law requires the
same, the Board may appoint a Committee consisting of not less than three (3)
members to administer the Plan.  The Board may from time to time remove
members from, or add members to, the Committee.  Vacancies on the Committee,
however caused, shall be filled by the Board.  Hereinafter all references in
this Plan to the Board with respect to the administration of the Plan shall
mean the Committee upon the formation of such Committee.  Subject to the
provisions of the Plan, the Board shall determine the individuals to whom and
the time or times at which Options shall be granted, the number of Shares to
be subject to each Option, and the Term of any such Option, whether such
options shall be "Incentive Options" or "Non-Qualified Options", and shall
determine other terms and provisions of the respective Options, which may or
may not be identical, including but not limited to restrictions that may be
imposed on the Options and Shares and the nature of such restrictions.  The
Board shall also interpret the Plan, prescribe, amend and rescind rules and
regulations relating to the Plan, and make all other determinations necessary
or advisable for the administration of the Plan.  The determinations of the
Board shall be made in accordance with its judgment as to the best interests
of the Company and its stockholders and in accordance with the purposes of the
Plan.  A majority of members of the Board shall constitute a quorum, and all
determinations of the Board shall be made by a majority of its members.  Any
determination of the Board under the Plan may be made, after the consultation
of the entire Board, without notice or meeting of the Board, by a writing
signed by a majority of the Board.

     The Board may authorize the modification, extension or renewal of any
Option outstanding under the Plan, or accept the exchange of outstanding
Options (to the extent not theretofore exercised) for the granting of new
Options in substitution therefor, when, and subject to such conditions, as
are deemed to be in the best interests of the Company and in accordance with
the purposes of the Plan, provided notwithstanding the foregoing, no such
modifications of an Option shall, without the consent of the Optionee, alter
or impair any rights or obligations under any Option theretofore granted under
the Plan.

     No member of the Board shall be liable for any action or determination
made in good faith with respect to the Plan or any Option granted under it.

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     4. Shares Available Under the Plan.  The number of Shares available for
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distribution under this Plan shall not exceed 500,000 Shares (subject to
adjustment in accordance with Section 14 hereof).  These Shares may consist,
in whole or in part, of authorized but unissued Stock or treasury Stock not
reserved for any other purpose.  Any Shares subject to the terms and
conditions of an Award under this Plan which are not used because the terms
and conditions of the Award are not met or the Options granted under the Plan
shall expire or terminate for any reason without having been exercised in full
or shall cease for any reason to be exercisable in whole or in part, the
unpurchased Shares subject to such Option may again be used for an Award under
the Plan.

     5. Participation.  Participation in the Plan shall be limited to
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Participants of the Company selected by the Board.  Participation is entirely
at the discretion of the Board, and is not automatically continued after an
initial period of Participation or Affiliation.

     Incentive Options may be granted only to Key Employees.  Non-Qualified
Options may be granted to both Key Employees and Key Individuals.  Key
Employees and Key Individuals may hold more than one Option under the Plan
and may hold Options under the Plan as well as options granted pursuant to
other plans or otherwise.

     6. Stock Options.
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     6.1 Agreements.  An Award of an Option shall be evidenced by a Stock
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Option Certificate in such form and not inconsistent with the Plan as the
Board shall approve from time to time, which shall include the following
terms and conditions:

          (a) Type of Option; Number of Shares.  A statement identifying the
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Option represented thereby as an Incentive Option or a Non-Qualified Stock
Option and the number of Shares to which the Option applies and shall provide
for adjustment in accordance with the provisions of Section 14 hereof.

          (b) Option Price.  A statement of the Exercise Price for the Stock
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subject to the Option.

          (c) Exercise Term.  A statement of the Term of each Option granted
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as established by the Board, subject to earlier termination as provided in
Sections 6.2 and 6.3 of the Plan, and provided that no Option shall be
exercisable after five years from the date of grant.

          (d) Payment for Shares.  A statement that the Exercise Price shall
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be payable at the time of exercise, either (a) in United States dollars in
cash or by check, or (b) at the discretion of the Board, through delivery of
Shares having a Fair Market Value equal as of the date of the exercise to the
cash exercise price of the Option, or (c) at the discretion of the Board, by
delivery of the Optionee's personal recourse note bearing interest payable
not less than annually at not less than 100% of the lowest applicable Federal
rate, as defined in Section 1274 (d) of the Code, or (d) at the discretion of
the Board and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Stock acquired upon exercise of the Option and an authorization to the
broker or selling agent to pay that amount to the Company, which sale shall be
at the Optionee's direction at the time of exercise, or (e) at the discretion
of the Board, by any combination of (a), (b), (c) and (d) above.

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          (e) Nontransferability.  Each Stock Option Certificate shall state
that the Option is not transferable other than by will or the laws of descent
and distribution or a Change in Control of the Company as provided in Section
8 hereof, and during the lifetime of the Participant is exercisable only by
him or by his guardian or legal representative; or to the extent approved by
the Board, pursuant to a qualified domestic relations order as defined by the
Code, or the rules thereunder.  No Option granted hereunder may be pledged or
hypothecated, nor shall any such Option be subject to execution, attachment
or similar process.

          (f) Rights as a Shareholder.  An Optionee shall have no rights as
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a shareholder with respect to any Shares covered by his Option until the date
of the issuance of a stock certificate for such Shares.  No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities
or other property) or distributions or other rights for which the record date
is prior to the date such stock certificate is issued, except as provided in
Section 14.

     6.2 Termination of Affiliation Due to Death, Disability, or Retirement.
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If a Participant ceases Affiliation with the Company or an Affiliate by reason
of his death, permanent disability or retirement at or after age 65 all
Options outstanding shall remain exercisable for a period of nine (9) months
from such death, disability or retirement, but not beyond the expiration date
of said Options. If the termination of Affiliation is due to retirement, then
any vesting period as provided in the Stock Option Certificate, if not then
completed, shall continue during such nine (9) month period commencing from
the retirement date.  If termination of Affiliation is due to death or
permanent disability of the Participant, all such Participant's Options shall
become fully exercisable. For this purpose, Affiliation will be treated as
continuing intact while the Participant is on sick leave or other bona fide
leave of absence, to be determined in the sole discretion of the Board.

     6.3 Termination of Affiliation for Reasons Other Than Death, Disability
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or Retirement.  Except as otherwise determined by the Board:
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          (a) In the event a Participant ceases Affiliation with the Company
voluntarily or involuntarily, except for the involuntary termination for
cause, death, retirement or permanent disability, if there is a vesting
period, then any Shares not vested to the date of such termination shall be
forfeited; and, in any event, the Participant shall have thirty (30) days
from such termination to exercise the Option, to the extent of Shares then
vested, at the Exercise Price.

          (b) In the event a Participant ceases Affiliation with the Company
by involuntary termination for cause, the Option shall immediately be null
and void, notwithstanding the extent of Shares then vested.

          "Voluntary termination" means cessation of Affiliation with the
Company based upon free choice or free will for whatever reason.  Free
choice and free will remain free choice and free will and shall not be
affected or deemed involuntary due to the nature of working conditions,
salary, personal relationships, the outlook for the Company or its business
or similar reasons.  "Involuntary termination for cause" includes (i)
conviction of a felony, (ii) willful failure to carry out the policies and
directives of management and/or the Board of Directors, (iii) breach of any
agreement, representation or covenant with the Company, (iv) engaging, alone
or with others, in felonious or other dishonest acts or practices, or (v)
non-performance of the

<PAGE>  5

Optionee's obligations and responsibilities to the Company or not acting in
the best interests of the Company.

          (c) If the Option is an Incentive Option, no such Incentive Option
or Stock Option Certificate shall:

              (i) permit any Optionee to exercise any Incentive Option more
than three (3) months after the date the Optionee ceased to be employed by
the Company if the reason for the Optionee's cessation of employment was
other than his death or his disability (as such term is defined by Section
105(d) (4) of the Code); or

             (ii) permit any Optionee to exercise any Incentive Option more
than nine (9) months after the date the Optionee ceased to be employed by
the Company if the reason for the Optionee's cessation of employment was the
Optionee's disability (as such term is defined by Section 105(d) (4) of the
Code); or

            (iii) permit any person to exercise any Incentive Option more
than nine (9) months after the date the Optionee ceased to be employed by
the Company if either (A) the reason for the Optionee's cessation of employ-
ment was his death or (B) the Optionee died within three (3) months after
ceasing to be employed by the Company; or

             (iv) permit the Exercise Price of an Incentive Option, which
shall be determined by the Board at the time of grant, to be less than one
hundred percent (100%) of the Fair Market Value of a share of Stock on the
date the Option is granted; provided, however, that if a Key Employee to whom
an Incentive Option is granted owns more than 10% of the total combined
voting power of all classes of shares of the Company at the time of the grant,
the Exercise Price per share of Stock shall be determined by the Board but
shall not be less than one hundred ten percent (110%) of the Fair Market
Value of a share of Stock on the date the Option is granted.  The Exercise
Price per share of Stock under each Option granted pursuant to the Plan which
is not an Incentive Option shall be determined by the Board at the time of
grant but shall not be less than one hundred percent (100%) of the Fair Market
Value of a share of Stock on the date the Option is granted, unless the Board
shall have approved a lower percentage with respect to such Option.  The day
on which the Board approves the granting of an Option shall be deemed for all
purposes hereunder the date on which the Option is granted.

     6.4 Acceleration of Vesting and Exercise Due to Change in Control or
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Registration of the Shares.
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     If there is any vesting period, then:

     (a) Should the Company file a Form S-8 registration to cover the Options
or Shares, for which registration there is no present intent, on the effective
date of such registration the Shares shall immediately fully vest and the
Options shall become fully exercisable.

     (b) Change in Control, as provided in Section 8 hereof, shall also
provide for full exercisability of the Option.

<PAGE>  6

     7. Termination of Affiliation.  Transfers of employment or directorships,
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or as consultant, advisor or attorney between the Company and an Affiliate,
or between Affiliates, will not constitute termination of Affiliation for
purposes of any Award.

     8. Change in Control.  Upon the occurrence of any Change in Control
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through an Acquiring Person, Reorganization or Board Change as set forth
herein, all Options granted under the Plan shall be fully exercisable and
the Company or surviving entity shall immediately redeem all outstanding
Options for cash in an amount equal to the excess of the greater of (i) the
price per Share paid in such acquisition by Acquiring Person or in such
Reorganization, or (ii) the highest Fair Market Value of the Stock during
ten (10) days following a public announcement that an Acquiring Person has
acquired the requisite beneficial ownership of the outstanding Stock or ten
(10) days following the commencement of or announcement of an intention to
make a tender offer or exchange offer the consummation of which would result
in the requisite beneficial ownership by an Acquiring Person, or (iii) the
Fair Market Value upon a Change in the Board, over the Exercise Price.

     8.1 Acquiring Person.  Any person or group of Affiliated or associated
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persons, other than present management, its parent, or Optionees, who have
acquired beneficial ownership of twenty-five (25%) percent or more of the
outstanding Shares, or who commence, or announce an intention to make a
tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of twenty-five (25%) percent or
more of such outstanding Shares, and such acquisition is completed.

     8.2 Reorganization.  A reorganization shall mean that substantially all
of the assets of the Company are acquired by another person or entity other
than the existing Board (see Section 8.3) or a reorganization involving the
acquisition of the Company by another or its merger or consolidation with
another. The Reorganization shall be deemed to have occurred upon consumma-
tion or the reorganization transaction.

    8.3 Board Change.  Board Change shall be the date that a majority of the
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Board shall be persons other than persons (a) for whose election proxies
shall have been solicited by the Board, or (b) who are then serving as
directors appointed by the Board to fill vacancies on the Board caused by
death or resignation (but not by removal) or to fill newly created
directorships.

     Within ten (10) days of such Change in Control, the Company, Acquiring
Person or successor, as the case may be, shall give written notification to
the Participant of such redemption of the Options.  The Participant shall
have the right to elect to keep the Options by written notification to the
Company, Acquiring Person, or successor, as the case may be, within five (5)
days of the redemption notification by virtue of any Change in Control.
Notwithstanding anything herein to the contrary, the Options shall continue
in full force and effect upon such Change in Control if elected to be kept by
the Participant even if subsequent to but by virtue of such Change in Control
the Participant no longer has an Affiliation.  Such Options shall thereafter
terminate as otherwise provided in the Plan.

     9. Exercise of Option.  Subject to the provisions of Section 6 to 8,
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each Award under the Plan shall be exercisable as follows:

     9.1 Vesting.  The Option shall be either fully exercisable on the date
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of grant or shall become exercisable thereafter in such installments as the
Board may specify.

<PAGE>  7

     9.2 Full Vesting of Installments.  Once an installment becomes exer-
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cisable it shall remain exercisable until expiration or termination of the
Option, unless otherwise specified by the Board.

     9.3 Partial Exercise.  Each Option may be exercised at any time or
         ----------------
from time to time, in whole or in part, in accordance with its terms, for up
to the total number of Shares with respect to which it is then exercisable.

     9.4 Acceleration of Vesting.  The Board shall have the right to
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accelerate the date of exercise of any Award.

     10. Effective Date of the Plan.  The Plan was adopted by the Board on
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February 17, 2000 and if shareholder approval is required and obtained, will
be effective as of the Board's adoption date.  The Plan shall terminate if
shareholder approval is necessary and is not obtained, and if approved, the
Plan will expire at the end of the day on February 16, 2005 (except as to
Options outstanding on that date).

     11. Right to Terminate Affiliation.  Nothing in the Plan shall confer
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upon any Participant the right to continue Affiliation with the Company or
affect any right which the Company may have to terminate such Affiliation of
the Participant.

     12. Withholding Taxes.  The Company shall have the right to deduct from
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all payments under this Plan, whether in cash or in Stock, an amount necessary
to satisfy any federal, state or local withholding tax requirements.

     13. Amendment, Modification and Termination of the Plan.  The Board may
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at any time terminate, suspend, amend or modify the Plan in any respect at
any time, except that the Board will not, without authorization of the
stockholders of the Company obtained within 12 months before or after the
Board adopts a resolution authorizing the effectuation of any change (other
than through adjustment for changes in capitalization as provided in Section
14) which will:

     (a) Materially increase the total amount of Stock which may be awarded
         under the plan.

     (b) Materially decrease the benefits accruing to Participants under the
         Plan;

     (c) Change the class of Participants eligible to participate in the Plan.

     (d) Extend the duration of the Plan.

      No termination, suspension, amendment or modification of the Plan will
adversely affect any right acquired by any Participant or any Successor under
an Award granted before the date of termination, suspension, amendment or
modification, unless otherwise agreed to by the Participant; but it will be
conclusively presumed that any adjustment for changes in capitalization
provided for in Section 14 does not adversely affect any right.

<PAGE>  8

     14. Adjustment for Changes in Capitalization.  Upon the occurrence of
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any of the following events, an Optionee's rights with respect to Options
granted to him hereunder shall be adjusted as hereinafter provided, unless
otherwise specifically provided in the Stock Option Certificate as per
Section 6.1:

     14.1 Stock Dividends and Stock Splits.  Any change in the number of
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outstanding Shares occurring through Stock splits, reverse Stock splits,
or Stock dividends after the grant of an Award will be reflected propor-
tionately in the aggregate number of Shares then available for Awards and in
the number of Shares subject to Awards then outstanding; and a proportionate
change will be made in the Exercise Price as to any outstanding Options.

     14.2 Consolidations or Mergers.  If the Company shall be the surviving
          -------------------------
corporation in any merger or consolidation, each outstanding Option shall
pertain and apply to the securities to which a holder of the number of Shares
subject to the Option would have been entitled.

     14.3 Recapitalization or Reorganization.  In the event of a recapitali-
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zation or reorganization of the Company (other than a transaction described
in Section 14.2 above) pursuant to which securities of the Company or of
another corporation are issued with respect to the outstanding shares of
Common Stock, an Optionee upon exercising an Option shall be entitled to
receive for the Exercise Price the securities he would have received if he
had exercised his Option prior to such recapitalization or reorganization.

     14.4 Dissolution or Liquidation.  In the event of the proposed
          --------------------------
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at such
other time and subject to such other conditions as shall be determined by
the Board.

     14.5 Issuances of Securities.  Except as expressly provided herein,
          -----------------------
no issuance by the Company of shares of Stock or any class, or securities
convertible into shares of Stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of Shares subject to the Options.  No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.

     14.6 Fractional Shares.  No fractional shares shall be issued under the
          -----------------
Plan and any fractional Shares resulting from adjustments as provided herein
will be rounded to the nearest whole Share.

     14.7 Adjustments.  Upon the happening of any of the events described in
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Sections 14.1, 14.2 or 14.3 above, the class and aggregate number of Shares
set forth in Section 4 hereof that are subject to Options which previously
have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Board or the successor Board shall determine the specific adjustments to
be made under this Section 14 and, subject to Section 3, its determination
shall be conclusive.

     14.8 Company's Right to Make Adjustments and Reorganizations.  The grant
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of an Award pursuant to the Plan shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge or consolidate or
to dissolve, liquidate, sell or transfer all or any part of its business or
assets.

<PAGE>  9

     15. Securities Law Requirements.  No Shares shall be issued upon the
         ---------------------------
exercise of any Option unless and until the Company has determined that (i)
it and the Participant have taken all actions required to register the Shares
under the Securities Act of 1933 or perfect an exemption from the registration
requirements thereof; (ii) any applicable listing requirement of any stock
exchange, or Nasdaq National Market or the Nasdaq SmallCap Market on which the
Common Stock is listed has been satisfied; and (iii) any other applicable
provision of state or federal law has been satisfied.  The Company shall not
be required to issue or deliver any certificates for shares of Stock purchased
upon the exercise of an Option prior to (i) if requested by the Company, the
filing with the Company by the Participant of a representation in writing that
it is the Participant's then present intention to acquire the Stock being
purchased for investment and not for resale, and/or (ii) the completion of any
registration or other qualification of such shares under any government or
self-regulatory body, which the Company shall determine to be necessary or
advisable.  Nothing herein is deemed nor shall be construed to confer any
registration rights upon the Participant for an Option or the Shares, and no
such registration right with respect to any Option or Share is provided to any
Participant by the Company.

     16. Miscellaneous.
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     16.1 Proceeds.  The proceeds received by the Company from the sale of
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the Shares pursuant to the exercise of the Option will be used for general
corporate purposes.

     16.2 No Obligation to Exercise.  The granting of an Award shall impose
          -------------------------
no obligation upon the Participant to exercise the Option.

     16.3 Means of Exercising Options.  An Option (or any part thereof) shall
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be exercised by giving written notice to the Company at its principal office
address.  The notice shall identify the Option being exercised and specify
the number of Shares as to which such Option is being exercised, accompanied
by full payment of the Exercise Price as provided in Section 6.1(d) of this
Plan.

     16.4 Governing Law, Construction.  The validity and construction of the
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Plan and the agreement evidencing Options shall be governed by the laws of
the State of Florida, or the laws of any jurisdiction in which the Company or
its successors in interest may be organized.

     16.5 Incentive Options; Disqualifying Disposition.  Notwithstanding that
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Stock issued upon exercise of an Incentive Option is sold within one year
following the exercise of such Incentive Option or within two years of grant
of the Incentive Option so that the sale constitutes a disqualifying
disposition for Incentive Option treatment under the Code, no provision of
this Plan shall be construed as prohibiting such a sale.

     16.6 Compliance with Code.  The aspects of this Plan with respect to
          --------------------
Incentive Options are intended to comply in every respect with Section 422
and Section 422A of the Code and the regulations promulgated thereunder.
In the event any future statute or regulation shall modify the existing
statute, the aspects of this Plan with respect to Incentive Options shall be
deemed to incorporate by reference such modification.  Any Stock Option
Certificate relating to any Option granted pursuant to this Plan outstanding
and unexercised at the time any modifying

<PAGE> 10

statute or regulation becomes effective shall also be deemed to incorporate
by reference such modification and no notice of such modification need be
given to Optionee.

     If any provision of the aspects of this Plan with respect to Incentive
Options is determined to disqualify the shares of Stock purchasable pursuant
to the Options granted under this Plan from the special tax treatment
provided by Code Section 422 or Section 422A, such provision shall be deemed
null and void and to incorporate by reference the modification required to
qualify the shares of Stock for said tax treatment.