Exhibit 10.1

             SAFE TECHNOLOGIES INTERNATIONAL, INC.

                   1998 INCENTIVE STOCK PLAN


1.  Purpose.  This 1998 Incentive Stock Plan (the 
"Plan") of Safe Technologies International, Inc. (the 
"Company") for selected employees, officers, directors and 
key consultants to the Company and its subsidiaries, is 
intended to advance the best interests of the Company by 
providing personnel who have substantial responsibility for 
the management and growth of the Company and its 
subsidiaries with additional incentive by increasing their 
proprietary interest in the success of the Company, thereby 
encouraging them to remain in the employ of the Company or 
any of its subsidiaries.

2.  Administration.  The Plan shall be administered 
by a committee (the "Committee") consisting of not less 
than two members of the Board of Directors of the Company 
(the "Board").  All of the members of the Committee shall 
be "Non-Employee Directors" as defined in Rule 16b-3 of the 
Rules and Regulations promulgated under the Securities 
Exchange Act of 1934 (the "Exchange Act") or any similar or 
successor rule.  The Board shall have the power to add or 
remove members of the Committee from time to time, and to 
fill vacancies thereon arising by resignation, death, 
removal, or otherwise.  The Committee shall designate a 
chairman from among its members, who shall preside at all 
of its meetings, and shall designate a secretary, without 
regard to whether that person is a member of the Committee, 
who shall keep the minutes of the proceedings and all 
records, documents, and data pertaining to its 
administration of the Plan. Meetings shall be held at such 
times and places as shall be determined by the Committee.  
A majority of the members of the Committee shall constitute 
<PAGE>

a quorum for the transaction of business, and the vote of a 
majority of those members present at any meeting shall 
decide any question brought before that meeting.  In 
addition, the Committee may take any action otherwise 
proper under the Plan by the affirmative vote, taken 
without a meeting, of a majority of its members.  Any 
decision or determination reduced to writing and signed by 
a majority of the members shall be as effective as if it 
had been made by a majority vote at a meeting properly 
called and held.  All questions of interpretation and 
application of the Plan, including those involving non-
qualified stock options (the "Options"), restricted stock 
("Restricted Stock"), or awards of stock ("Stock Awards") 
shall be subject to the determination of the Committee.  
The actions of the Committee in exercising all of the 
rights, powers and authorities set out in this Plan, when 
performed in good faith and in its sole judgment, shall be 
final, conclusive, and binding on the parties.

3.  Shares Available Under the Plan.  The stock 
subject to Options, Restricted Stock Grants and Stock 
Awards shall be shares of the Company's Common Stock, 
 .00001 par value (the "Common Stock").  The total number of 
shares of Common Stock available under the Plan shall not 
exceed in the aggregate 60,000,000 shares, consisting of a
maximum  of 30,000,000 Options, 15,000,000 Restricted Stock
Grants and 15,000,000 Stock Awards; provided, that the class
and aggregate number of shares which may be subject to grant
hereunder shall be subject to adjustment in accordance with 
the provisions of Paragraph 16 hereof.  Such shares may be 
treasury shares or authorized but unissued shares.

In the event that any outstanding Option, Restricted Stock 
Grant or Stock Award shall expire or terminate by reason of
the  death or severance of employment of the optionee or
grantee, the shares of Common Stock allocable to the
unexercised portion of that Option or the forfeited
Restricted Stock or Stock Award may again be available under
the Plan.  If Common Stock is used by an employee pursuant
to Section 8 of this Plan to pay the exercise price of an
Option, only the net number of shares of Common Stock 
issued by the Company shall be considered utilized under
this Plan.  If shares of Stock are withheld by the Company
to pay tax withholding due from the optionee or grantee, the
number of such shares withheld shall not be considered
utilized under this Plan.

4.  Authority to Grant Options, Restricted Stock Grants and 
Stock Awards.  The Committee in its discretion and subject
to the provisions of the Plan, may grant the following from
time to time to eligible individuals of the Company or any
of its subsidiaries:

<PAGE>


(a)  Options.  The Committee may grant to an eligible 
individual an Option or Options to buy a stated number of
shares of Common Stock under the terms and conditions of the
Plan, which Option or Options do not constitute "incentive
stock options" within the meaning of Section 422 of the Code
("Non-Qualified Stock Option" or "Option").

(b)  Restricted Stock Grant.  The Committee may grant 
to an eligible individual shares of Common Stock subject to 
specified restrictions on transferability and vesting as
provided in the Plan ("Restricted Stock Grant").

(c)  Stock Award.  The Committee may award and issue 
shares of Common Stock under the Plan to an eligible
individual ("Stock Award").  Stock Awards may be made in
lieu of cash compensation or as additional compensation.
Stock Awards may also be made pursuant to performance based
goals established by the Committee.

Subject only to any applicable limitations set forth in the 
Plan, the number of shares of Common Stock covered by any
Option, Restricted Stock Grant, and Stock Award, shall be
determined by the Committee.

5.  Eligibility.  The individuals who shall be eligible to 
participate in the Plan shall be any officer, director,
employee, consultant or other person providing key services
to the Company or any of its subsidiaries, and any person to
whom an offer of employment has been made by the Company or
any of its subsidiaries (hereinafter such persons may
sometimes be referred to as the "Eligible Individuals."). 

<PAGE>

6.  Option Price.  The price at which shares may be 
purchased pursuant to an Option shall not be less than the
fair market value of the shares of Common Stock on the date
the Option is granted.  However, the Committee in its
discretion may provide that the price at which shares may be
purchased shall be more than the fair market value of the
shares of Common Stock on the date the Option is granted. 
The Option price determined under this Paragraph 6 shall be
referred to herein as the "Option Price."

For all purposes of this Plan, the "fair market value" of a 
share of Common Stock as of any particular date shall mean
the average of the high and low sales price of a share of
Common Stock on that date as reported by the principal
national securities exchange on which the Common Stock is
then listed, if the Common Stock is then listed on a
national securities exchange, or the average of the bid and
asked price of a share of Common Stock on that date as
reported in the NASDAQ listing, if the Common Stock is not
then listed on a national securities exchange, provided that
if no closing price or quotes are reported on that date or,
if in the discretion of the Committee, another means of
determining the fair market value of a share of Common Stock
at that date shall be necessary or advisable, the 
Committee may provide for another means of determining fair 
market value.

7.  Duration of Options.  No Option shall be exercisable 
after the expiration of ten (10) years from the date the
Option is granted; and the Committee in its discretion may
provide that the Option shall be exercisable throughout the
ten-year period or during any lesser period of time
commencing on or after the date of grant and ending on or
before the expiration of the ten-year period.

8.  Exercise of Options.  An optionee may exercise an 
Option by delivering to the Company a written notice stating
(i) that the optionee wishes to exercise the Option on the
date notice is delivered, (ii) the number of shares of
Common Stock with respect to which the Option is to be
exercised, (iii) the address to which the certificate
representing the shares of Common Stock should be mailed,
and (iv) the social security number of the optionee.  In
order to be effective, the written notice shall be
accompanied by (i) payment of the Option Price of 
the shares of Common Stock and (ii) payment of an amount of
money necessary to satisfy the withholding tax liability, if
any, that may result from the exercise of the Option.  Each
payment shall be made by cash or by check drawn on a
national banking association and payable to the order of the
Company in United States dollars.


<PAGE>

At the time of receipt by the Company of written notice of 
exercise, the optionee may deliver to the Company, to the
extent permitted by law, in payment of the Option Price of
the shares of Common Stock with respect to which the Option
is exercised, (x) certificates registered in the name of the
optionee that represent a number of shares of Common Stock
legally and beneficially owned by the optionee (free of all
liens, claims and encumbrances of every kind) and having a
fair market value on the date of receipt by the Company of
written notice that is not greater than the Option Price of
the shares of Common Stock with respect to which the Option
is to be exercised, the certificates to be accompanied by
stock powers duly endorsed in blank by the record holder of
the shares of Common Stock represented by certificates (or
in lieu of such certificates, other arrangements for the
transfer of shares to the Company which are satisfactory 
to the Company), and cash or a check for the balance and (y)

if the Option Price of the shares of Common Stock with respect
to which such Option is to be exercised exceeds the fair
market value, a check drawn on a national banking
association and payable to the order of the Company in an
amount, in United States dollars, equal to the amount of the
excess plus (z) the amount of money, in a form acceptable to
the Committee, necessary to satisfy the withholding tax
liability, if any, that may result from the exercise of the
Option.

Notwithstanding the provisions of the immediately preceding 
sentence, the Committee, in its sole discretion, may refuse
to accept shares of Common Stock in payment of the Option
Price of the shares of Common Stock with respect to which
the Option is to be exercised and, in that event, any
certificates representing shares of Common Stock that were
received by the Company with written notice shall be
returned to the optionee, together with notice by the
Company to the optionee of the refusal of the Committee to
accept the shares of Common Stock.  The Company, upon
approval of the Committee and in its sole discretion, 
following the request of the optionee, may retain shares of 
<PAGE>

Common Stock which would otherwise be issued upon exercise
of an Option to satisfy the withholding tax liability that
may result from the exercise of an Option. In this case, the
retained shares shall be valued at their then fair market
value.  If, at the expiration of seven business days after
the delivery to optionee of written notice from the Company
that it will not accept shares of Common Stock in payment of
the exercise price, the optionee shall not have delivered to
the Company a check or money order drawn on a national
banking association and payable to the order of the Company
in an amount, in United States dollars, equal to the Option
Price of the shares of Common Stock with respect to which
such Option is to be exercised, the written notice from the 
optionee to the Company shall be ineffective to exercise the 
Option.

The Committee may permit an optionee to elect to pay the 
exercise price upon exercise of an Option by authorizing a
third party (broker) to sell all (or a portion) of the
shares of Stock acquired upon exercise of the Option and
remit to the Company a sufficient portion of the sale
proceeds to pay the exercise price and any applicable tax
withholding resulting from such exercise.

As promptly as practicable after the receipt by the Company 
of (i) the written notice from the optionee, (ii) payment,
in the form required by the foregoing provisions of this
Paragraph of the Option Price of the shares of Common Stock
with respect to which the Option is to be exercised, and
(iii) payment, in the form required by the foregoing
provisions of this Paragraph of an amount of money necessary
to satisfy any withholding tax liability that may result
from the exercise of the Option, the Company shall deliver
to the optionee a certificate representing 
the number of shares of Common Stock with respect to which the 
Option has been exercised, reduced to the extent applicable by 
the number of shares retained by the Company as provided above to 
pay any required withholding tax liability, the certificate to be 
registered in the name of the optionee, provided that delivery 
shall be considered to have been made when the certificate shall 
have been mailed, postage prepaid, to the optionee at the address 
specified for that purpose in written notice from the optionee to 
the Company.

<PAGE>

9.  Restricted Stock Grants.  The Committee may issue 
shares of Common Stock to an Eligible Individual subject to the 
terms of a Restricted Stock Grant.  The shares may be issued for 
no payment by the individual or for a payment at or below the 
fair market value on the date of grant. Restricted Stock shall be 
subject to restrictions as to sale or other transfer and 
generally will be subject to vesting over a period of time 
specified in the Restricted Stock Grant.  The Committee shall 
determine the number of shares and the price, if any, at which 
shares of Restricted Stock will be granted.

Restricted Stock shall be subject to the following terms and 
conditions as determined by the Committee, including without 
limitation any or all of the following:

(a)  a prohibition against the sale, transfer, pledge 
or other encumbrance of the shares of Restricted Stock, such 
prohibition to lapse (i) at such time or times as the Committee 
shall determine (whether in annual or more frequent installments, 
at the time of the death, disability or retirement of the holder 
of such shares, or otherwise);

(b)  a requirement that the holder of shares of 
Restricted Stock forfeit, or in the case of shares sold to a 
Participant, resell back to the Company at his cost, all or a 
part of such shares in the event of termination of the holder's 
employment during any period in which the shares remain subject 
to restrictions;

(c)  a prohibition against employment of the holder of 
Restricted Stock by any competitor of the Company or its 
affiliates, or against such holder's dissemination of any secret 
or confidential information belonging to the Company or a 
subsidiary of the Company;

(d)  unless stated otherwise in the Restricted Stock 
Grant, if restrictions remain at the time of severance of 
employment with the Company or a parent or subsidiary 
corporation, the Restricted Stock shall be forfeited; provided 
however, if severance of employment is by reason of disability or 
death, the restrictions on the shares shall lapse and the grantee 
or his heirs or estate shall be 100% vested in the shares subject 
to the Restricted Stock Grant.

<PAGE>

No holder of Restricted Stock shall exercise the election 
authorized by Section 83(b) of the Code without the express 
written consent of the Committee to this election.  Any grantee 
of Restricted Stock making this election without the consent of 
the Committee shall forfeit all shares of Restricted Stock 
granted to him.

Shares of Restricted Stock shall be registered in the name 
of the grantee and deposited, together with a stock power 
endorsed in blank, with the Company.  Each such certificate shall 
bear a legend in substantially the following form:

The transferability of this certificate and the shares 
of Common Stock represented by it are subject to the 
terms and conditions (including conditions of 
forfeiture) contained in Safe Technologies 
International, Inc. 1998 Incentive Stock Plan, and an 
agreement entered into between the registered owner and 
the Company.  A copy of the Plan and agreement is on 
file in the office of the Secretary of the Company.


At the end of any time period during which the shares of 
Restricted Stock are subject to forfeiture and restrictions on 
transfer, the shares will be delivered free of all restrictions 
to the grantee or to the grantee's legal representative, 
beneficiary or heir; provided the certificate shall bear such 
legend, if any, as the Committee determines is reasonably 
required by applicable law.

Subject to the terms and conditions of the Plan, each 
grantee receiving Restricted Stock shall have all the rights of a 
stockholder with respect to the shares of Common Stock during any 
period in which such shares are subject to forfeiture and 
restrictions on transfer, including without limitation, the right 
to vote such shares.  By accepting a Restricted Stock Grant, the 
grantee agrees to remit when due any federal and state income and 
employment taxes required to be withheld.  Dividends paid in cash 
or property other than stock with respect to shares of Restricted 
Stock shall be paid to the grantee currently.

<PAGE>

10.  Stock Awards.

(a)  The Committee may grant Common Stock to an 
Eligible Individual under the Plan, without any payment by the 
individual, in lieu of certain cash compensation or as additional 
compensation.  The Stock Award is subject to appropriate tax 
withholding.  After compliance with the tax withholding 
requirements, a stock certificate shall be issued to the 
individual recipient of the Stock Award.  The certificate shall 
bear such legend, if any, as the Committee determines is 
reasonably required by applicable law.  Prior to receipt of a 
Stock Award, the individual must comply with appropriate requests 
of the Committee to assure compliance with all relevant laws.

(b)  The Committee may award shares of Common Stock, 
without any payment for such shares, to designated individuals if 
specified performance goals established by the Committee are 
satisfied.  The terms and provisions herein relating to 
performance based Stock Awards are intended to satisfy Section 
162(m) of the Code and regulations issued thereunder.  The 
designation of an employee eligible for a specific performance 
based Stock Award shall be made by the Committee in writing prior 
to the beginning of the 12-month period for which the performance 
is measured.  The Committee shall establish the number of shares 
to be issued to a designated employee if the performance goal is 
met; provided the maximum number of shares which may be issued to 
any one employee per year under this Paragraph 10 is 
shares.  The Committee must certify in writing that a performance 
goal has been met prior to issuance of any certificate for a 
performance based Stock Award to any employee.  If the Committee 
certifies the entitlement of an employee to the performance based 
Stock Award, the certificate shall be issued to the employee as 
soon as administratively practicable, and subject to other 
applicable provisions of the Plan, including but not limited to, 
all legal requirements and tax withholding.

Performance goals determined by the Committee may be based 
on specified increases in net profits, stock price, Company or 
segment sales, market share, earnings per share, and/or return on 
equity.

The employees eligible for a performance based Stock Award 
are the senior officers (i.e., President Vice President, 
Secretary, Treasurer, and above) of the Company and its 
subsidiaries.

<PAGE>

11.  Transferability of Options to Permitted Transferees.

(a)  The Committee may, in its discretion, permit an 
individual to transfer all or any portion of a Non-Qualified 
Stock Option, or authorize all or a portion of any Non-Qualified 
Stock Option to be granted to an individual to be on terms which 
permit transfer by such individual, to (i) his spouse, children 
or grandchildren ("Immediate Family Members"), (ii) a trust or 
trusts for the exclusive benefit of such Immediate Family 
Members, or (iii) a partnership in which such Immediate Family 
Members are the only partners (collectively, "Permitted 
Transferees"); provided that (x) there may be no consideration 
for any such transfer and (y) subsequent transfers of Options 
transferred as provided above shall be prohibited except 
subsequent transfers back to the original individual-holder of 
the Non-Qualified Stock Option and transfers to other Permitted 
Transferees of the original individual-holder. Options evidencing 
Non-Qualified Stock Options with respect to which such 
transferability is authorized at the time of grant must be 
approved by the Committee, and must expressly provide for 
transferability in a manner consistent with this Subsection 
11(a).

(b)  Other Transfers.  Except as expressly permitted by 
subsection ll(a), Options requiring exercise shall not be 
transferable other than by will or the laws of descent and 
distribution or pursuant to domestic relations orders.

<PAGE>

(c)  Effect of Transfer.  Following the transfer of any 
Non-Qualified Stock Option as contemplated by Subsection ll(a) 
and ll(b), (i) such Option shall continue to be subject to the 
same terms and conditions as were applicable immediately prior to 
transfer, provided that the term "individual" shall be deemed to 
refer to the Permitted Transferee or the estate or heirs of a 
deceased individual, as applicable, to the extent appropriate to 
enable the holder to exercise the transferred Option in 
accordance with the terms of the Plan and applicable law and (ii) 
the provisions of the Plan shall continue to be applied with 
respect to the original individual and, following the occurrence 
of any such events described therein the Options shall be 
exercisable by the Permitted Transferee or the estate or heirs of 
a deceased holder, as applicable, only to the extent and for the 
periods specified.

(d)  Procedures and Restrictions.  Any individual 
desiring to transfer a Non-Qualified Stock Option as permitted 
under Subsection 11(a) shall make application therefor to the 
Committee and shall comply with such other requirements as the 
Committee may require to assure compliance with all applicable 
securities laws.  The Committee shall not give permission for 
such a transfer if (i) it would give rise to short-swing 
liability under Section 16(b) of the Exchange Act, or (ii) it may 
not be made in compliance with all applicable federal, state and 
foreign securities laws.

(e)  Registration.  To the extent the issuance to any 
Permitted Transferee of any shares of Stock issuable pursuant to 
Non-Qualified Stock Options transferred as permitted in this 
Section is not registered pursuant to the effective registration 
statement of the Company generally covering the shares to be 
issued pursuant to the Plan to initial holders of Options, the 
Company shall not have any obligation to register the issuance of 
any such shares of stock to any such transferee.


12.  Termination of Employment or Death of Optionee.  Except 
as may be otherwise expressly provided herein, each Option, to 
the extent it shall not previously have been exercised, shall 
terminate on the earlier of the date of the expiration of the 
Option or one day less than three months after the date of the 
severance of the employment relationship between the Company and 
the optionee, whether with or without cause, for any reason other 
than the death or disability of the optionee, during which period 
the optionee shall be entitled to exercise the Option in respect 
<PAGE>

of the number of shares that the optionee would have been 
entitled to purchase had the optionee exercised the Option on the 
date of severance of employment.  Whether authorized leave of 
absence, or absence on military or government service, shall 
constitute severance of the employment relationship between the 
Company and the optionee shall be determined by the Committee at 
the time thereof.

In the event of severance because of the disability of the 
holder of any Option while in the employ of the Company and 
before the date of expiration of the Option, the Option shall 
terminate on the earlier of the date of expiration or one day 
less than one year following the date of severance because of 
disability, during which period the optionee shall be entitled to 
exercise the Option in respect of the number of shares that the 
optionee would have been entitled to purchase had the optionee 
exercised the Option on the date of severance because of 
disability.

In the event of the death of the holder of any Option while 
in the employ of the Company and before the date of expiration of 
the Option, the Option shall terminate on the earlier of the date 
of expiration or one day less than one year following the date of 
death.  After the death of the optionee, the executors, 
administrators or any person or persons to whom the Option was 
transferred by will or by the laws of descent and distribution, 
shall have the right, at any time prior to the expiration of an 
Option, to exercise the option in whole or in part, without 
regard to any limitation the optionee would have been subject to 
had he exercised the option on the day of his death while in 
employment.

<PAGE>

13.  Requirements of Law.  The Company shall not be required 
to sell or issue any shares under any Option, Restricted Stock 
Grant or Stock Award if the issuance of those shares would 
constitute a violation by the optionee, recipient, or the Company 
of any provisions of any law or regulation of any governmental 
authority.  Each Option, Restricted Stock Grant and Stock Award 
granted under the Plan shall be subject to the requirements that, 
if at any time the Board or the Committee shall determine that 
the listing, registration or qualification of the shares subject 
thereto upon any securities exchange or under any state or 
federal law of the United States or of any other country or 
governmental subdivision thereof, or the consent or approval of 
any governmental regulatory body, or investment or other 
representations, are necessary or desirable in connection with 
the issue or purchase of shares subject thereto, no Option may be 
exercised in whole or in part, or Restricted Stock Grant or Stock 
Award issued, unless the listing, registration, qualification, 
consent, approval or representations shall have been effected or 
obtained free of any conditions not acceptable to the Board.  If 
required at any time by the Board or the Committee, an Option may 
not be exercised or a Stock Award issued until the optionee or 
recipient has delivered an investment letter to the Company.  In 
addition, specifically in connection with the Securities Act of 
1933 (as now in effect or hereafter amended) (the "1933 Act"), 
upon exercise of any Option or entitlement to a Restricted Stock 
Grant or Stock Award, the Company shall not be required to issue 
the underlying shares unless the Committee has received evidence 
satisfactory to it to the effect that the holder of the Option, 
Restricted Stock Grant or Stock Award will not transfer the 
shares except pursuant to a registration statement in effect 
under the 1933 Act or unless an opinion of counsel satisfactory 
to the Committee has been received by the Company to the effect 
that registration is not required.  Any determination in this 
connection by the Committee shall be final, binding and 
conclusive.  In the event the shares issuable on exercise of an 
Option or pursuant to a Restricted Stock Grant or Stock Award are 
not registered under the 1933 Act, the Company may imprint on the 
certificate for the shares the following legend or any other 
legend which counsel for the Company considers necessary or 
advisable to comply with the 1933 Act:

<PAGE>

The shares of stock represented by this certificate 
have not been registered under the Securities Act of 
1933 or under the securities laws of any state and may 
not be sold or transferred except upon such 
registration or upon receipt by the Corporation of an 
opinion of counsel satisfactory to the Corporation, in 
form and substance satisfactory to the Corporation, 
that registration is not required for such sale or 
transfer.

The Company may, but shall not be obligated to, register any 
securities covered hereby pursuant to the 1933 Act (as now in 
effect or as hereafter amended) and, in the event any shares are 
registered, the Company may remove any legend on certificates 
representing these shares.  The Company shall not be obligated to 
take any other affirmative action in order to cause the exercise 
of an Option or the issuance of shares pursuant thereto or 
pursuant to a Restricted Stock Grant or Stock Award to comply 
with any law or regulation of any governmental authority.

14.  No Rights as Shareholder.  No optionee shall have 
rights as a shareholder with respect to shares covered by an 
Option until the date of issuance of a stock certificate for the 
shares; and, except as otherwise provided in Paragraph 16 hereof, 
no adjustment for dividends, or otherwise, shall be made if the 
record date therefor is prior to the date of issuance of the 
certificate.

15.  Employment Obligation.  The granting of any Option, 
Restricted Stock Grant, or Stock Award shall not impose upon the 
Company any obligation to employ or continue to employ any 
optionee or grantee; and the right of the Company to terminate 
the employment of any officer or other employee shall not be 
diminished or affected by reason of the fact that an Option, 
Restricted Stock Grant or Stock Award, has been granted to him.

16.  Changes in the Company's Capital Structure.  The 
existence of outstanding Options, Restricted Stock Grants, and 
Stock Awards shall not affect in any way the right or power of 
the Company or its shareholders to make or authorize any or all 
adjustments, recapitalizations, reorganizations or other changes 
in the Company's capital structure or its business, or any merger 
or consolidation of the Company, or any issue of bonds, 
debentures, preferred or prior preference stock ahead of or 
affecting the Common Stock or the rights thereof, or the 
dissolution or liquidation of the Company, or any sale or 
transfer of all or any part of its assets or business, or any 
other corporate act or proceeding, whether of a similar character 
or otherwise.

<PAGE>

If the Company shall effect a subdivision or consolidation 
of shares or other capital readjustment, the payment of a 
dividend in capital stock or other equity securities of the 
Company on, its Common Stock, or other increase or reduction of 
the number of shares of the Common Stock outstanding, without 
receiving consideration therefor in money, services, or property, 
or the reclassification of its Common Stock, in whole or in part, 
into other equity securities of the Company, then (a) the number, 
class and per share price of shares of Common Stock subject to 
outstanding Options, Restricted Stock Grants, and Stock Awards 
hereunder shall be appropriately adjusted (or in the case of the 
issuance of other equity securities as a dividend on, or in a 
reclassification of, the Common Stock, the Options, Restricted 
Stock Grants, and Stock Awards shall extend to such other 
securities) in a manner so as to entitle an optionee or a grantee 
to receive, upon exercise of an Option, for the same aggregate 
cash consideration, and for the vesting of Restricted Stock, and 
award of pending performance based Stock Awards, the same total 
number and class or classes of shares (or in the case of a 
dividend of, or reclassification into, other equity securities, 
those other securities) he would have held after adjustment if he 
had exercised his Option, or the Restricted Stock was vested in 
full, or the Stock Award was earned, immediately prior to the 
event requiring the adjustment, or, if applicable, the record 
date for determining shareholders to be affected by the 
adjustment; and (b) the number and class of shares then reserved 
for issuance under the Plan (or in the case of a dividend of, or 
reclassification into, other equity securities, those other 
securities) shall be adjusted by substituting for the total 
number and class of shares of stock then reserved, the number and 
class or classes of shares of stock (or in the case of a dividend 
of, or reclassification into, other equity securities, those 
other securities) that would have been received by the owner of 
an equal number of outstanding shares of Common Stock as a result 
of the event requiring the adjustment.  Comparable rights shall 
accrue to each optionee or employee in the event of successive 
subdivisions, consolidations, capital adjustments, dividends or 
reclassifications of the character described above.
<PAGE>


After a merger of one or more corporations into the Company, 
after any consolidation of the Company and any one or more 
corporations, or after any other corporate transaction described 
in Section 424(a) of the Code in which the Company shall be the 
surviving corporation, each optionee, at no additional cost, 
shall be entitled to receive (subject to any required action by 
stockholders), upon any exercise of his Option, in lieu of the 
number of shares as to which the Option shall then be 
exercisable, the number and class of shares of stock or other 
securities to which the holder would have been entitled pursuant 
to the terms of the agreement of merger or consolidation, if, 
immediately prior to such merger or consolidation such holder had 
been the holder of a number of shares of Common Stock equal to 
the number of shares as to which the Option shall then be 
exercised and, if as a result of the merger, consolidation or 
other transaction, the holders of Common Stock are not entitled 
to receive any shares of Common Stock pursuant to the terms 
thereof, each optionee, at no additional cost, shall be entitled 
to receive, upon exercise of his Option, other assets and 
property, including cash, to which he would have been entitled if 
at the time of such merger, consolidation or other transaction he 
had been the holder of the number of shares of Common Stock equal 
to the number of shares as to which the Option shall then be 
exercised. Comparable rights shall accrue to each optionee in the 
event of successive mergers or consolidations of the character 
described above. Appropriate adjustments shall also be made to 
shares of Restricted Stock and to pending Stock Awards.

<PAGE>

If the Company is merged into or consolidated with another 
corporation under circumstances where the Company is not the 
surviving corporation, or if the Company is liquidated, or sells 
or otherwise disposes of substantially all its assets to another 
corporation while unexercised Options remain outstanding under 
the Plan, (i) subject to the provisions of clause (iii) below, 
after the effective date of such merger, consolidation or sale, 
as the case may be, each holder of an outstanding Option shall be 
entitled, upon exercise of such Option, to receive in lieu of 
shares of Common Stock, shares of such stock or other securities 
as the holders of shares of Common Stock received pursuant to the 
terms of the merger, consolidation or sale; (ii) the Board may 
waive any vesting requirements set forth in any Option so that 
all Options from and after a date prior to the effective date of 
such merger, consolidation, liquidation or sale, as the case may 
be, specified by the Board shall be exercisable in full; or (iii) 
all outstanding Options may be canceled by the Board as of the 
effective date of any such merger, consolidation, liquidation or 
sale provided that (x) notice of such cancellation shall be given 
to each holder of an Option and (y) each holder of an Option 
shall have the right to exercise such Option in full (subject to 
any vesting requirements, unless waived) during a 30-day period 
preceding the effective date of such merger, consolidation, 
liquidation, sale or acquisition.

Except as hereinbefore expressly provided, the issue by the 
Company of shares of stock of any class, or securities 
convertible into shares of stock of any class, for cash or 
property, or for labor or services either upon direct sale or 
upon the exercise of rights or warrants to subscribe therefor, or 
upon conversion of shares or obligations of the Company 
convertible into such shares or other securities, shall not 
affect, and no adjustment by reason thereof shall be made with 
respect to, the number or price of shares of Common Stock then 
subject to outstanding Options, Restricted Stock Grants, or Stock 
Awards.

<PAGE>

17.  Amendment or Termination of Plan.  The Board may at any 
time alter, suspend or terminate the Plan, but except in 
accordance with the provisions of Paragraph 16 hereof, no change 
shall be made which will have a material adverse effect upon any 
Option, Restricted Stock Grant or Stock Award previously granted 
unless the consent of such grantee is obtained.


18.  Forfeitures.  Notwithstanding any other provisions of 
this Plan, if the Committee finds by a majority vote after full 
consideration of the facts that the employee, before or after 
termination of his employment with the Company or its 
subsidiaries for any reason (a) committed or engaged in fraud, 
embezzlement, theft, commission of a felony, or proven dishonesty 
in the course of his employment by the Company or its 
subsidiaries, which conduct damaged the Company or its 
subsidiaries, or disclosed trade secrets of the Company or its 
subsidiaries, or (b) participated, engaged in or had a financial 
or other interest, whether as an employee, officer, director, 
consultant, contractor, shareholder, owner, or otherwise, in any 
commercial endeavor in the United States which is competitive 
with the business of the Company or its subsidiaries without the 
written consent of the Company or its subsidiaries, the employee 
shall forfeit all outstanding Options, Restricted Stock and Stock 
Awards which are not fully vested, including all rights related 
to such matters, and including all unexercised Options, exercised 
Options, and any performance based Stock Awards to which he may 
be entitled, and other elections pursuant to which the Company 
has not yet delivered a stock certificate.  Clause (b) shall not 
be deemed to have been violated solely by reason of the 
employee's ownership of stock or securities of any publicly owned 
corporation, if that ownership does not result in effective 
control of the corporation.

<PAGE>

The decision of the Committee as to the cause of the 
employee's discharge, the damage done to the Company or its 
subsidiaries, and the extent of the employee's competitive 
activity shall be final.  No decision of the Committee, however, 
shall affect the finality of the discharge of the employee by the 
Company or its subsidiaries in any manner.  To provide the 
Company with an opportunity to enforce this Section, no 
certificate for Stock may be issued under this Plan without the 
certification by the Committee that no action forbidden by this 
provision has been raised for their determination.

19.  Tax Withholding.  The Company or any of its 
subsidiaries shall be entitled to deduct from other compensation 
payable to each employee any sums required by federal, state, or 
local tax law to be withheld with respect to the grant, exercise, 
or vesting, as appropriate, of an Option, Restricted Stock Grant, 
or Stock Award. In the alternative, the Company may require the 
employee (or other person exercising the Option, or receiving the 
Restricted Stock or Stock Award) to pay the sum directly to the 
employer corporation.  If the employee (or other person) is 
required to pay the sum directly, payment in cash or by check of 
such sums for taxes shall be delivered within five (5) days after 
the date of exercise.  The Company shall have no obligation upon 
exercise of any Option, vesting of Restricted Stock or issuance 
of a Stock Award until payment has been received, unless 
withholding (or offset against a cash payment) as of or prior to 
the date of exercise is sufficient to cover all sums due with 
respect to that exercise or vesting.  The Company shall not be 
obligated to advise an employee of the existence of the tax or 
the amount which the employer corporation will be required to 
withhold.

<PAGE>

20.  Written Agreement.  Each Option, Restricted Stock 
Grant, and Stock Award granted hereunder shall be embodied in a 
written agreement, which shall be subject to the terms and 
conditions prescribed herein, and shall be signed by the optionee 
or grantee and by an appropriate officer of the Company for and 
in the name and on behalf of the Company.  Each agreement shall 
contain other provisions which the Committee in its discretion 
shall deem advisable.


21.  Governing Law and Interpretation.  This Plan shall be 
governed by the laws of the state of Florida.  Headings contained 
in this Plan are for convenience only and shall in no manner be 
construed as part of this Plan.  It is the intent of the Company 
that the Plan comply in all respects with Rule 16b-3 promulgated 
under the Exchange Act, any ambiguities or inconsistencies in 
construction of the Plan shall be interpreted to give effect to 
such intention, and if any provision of the Plan is found not to 
be in compliance with Rule 16b-3, such provision shall be deemed 
null and void to the extent required to permit the Plan to comply 
with Rule 16b-3.  The Board and the Committee each may from time 
to time adopt rules and regulations under, and amend, the Plan in 
furtherance of the intent of the foregoing.

22.  Effective Date of Plan.  The Plan shall become 
effective as of April 1, 1998 (the "Effective Date") and shall 
terminate on the 10th anniversary of the Effective Date.  No 
Option, Restricted Stock Grant, or Stock Award shall be granted 
pursuant to the Plan after April 1, 2008.