<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex1014.txt
<DESCRIPTION>EXHIBIT 10.14 2005 STOCK INCENTIVE PLAN
<TEXT>
EXHIBIT 10.14

                        ODYSSEY MARINE EXPLORATION, INC.

                          2005 STOCK INCENTIVE PLAN

                                   SECTION 1.
                                    PURPOSE

The purpose of this Plan is to promote the growth and prosperity of the
Company and its Subsidiaries by providing Eligible Recipients with an
additional incentive to contribute to the Company's success, by assisting the
Company in attracting and retaining the best available personnel for
positions of substantial responsibility and by increasing the identity of
interests of Eligible Recipients with those of the Company's shareholders.
The Plan provides for the grant of Incentive Stock Options, Non Qualified
Stock Options, Restricted Stock Awards, Restricted Stock Units and Stock
Appreciation Rights to aid the Company in obtaining these goals.  The Plan
will be submitted to the Company's shareholders for their approval at the
next shareholder meeting.

                                   SECTION 2.
                                  DEFINITIONS

As used in this Plan and any Stock Incentive Agreement, the following terms
shall have the following meanings:

2.1   BOARD means the Board of Directors of the Company.

2.2   CAUSE shall mean, with respect to any Participant who is a member of
the Board who is not an employee of the Company, a termination of employment
or service on the Board (by removal or failure of the Board to nominate the
Participant) whenever occasioned by (a) the willful and continued failure by
the Participant to substantially perform the Participant's duties with the
Company or a Subsidiary (other than any such failure resulting from the
Participant's incapacity due to physical or mental illness) after a written
demand for substantial performance is delivered to the Participant by the
Board, which demand specifically identifies the manner in which the Board
believes the Participant has not substantially performed the Participant's
duties, or (b) the willful engaging by the Participant in conduct which is
demonstrably and materially injurious to the Company or its Subsidiaries,
monetarily or otherwise. For purposes of this definition, no act, or failure
to act, on the Participant's part shall be deemed "willful" unless done, or
omitted to be done, by the Participant not in good faith and without
reasonable belief that the Participant's act, or failure to act, was in the
best interest of the Company.

2.3   CHANGE OF CONTROL means any of the following:

     (a)  any "person" as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
company owned, directly or indirectly, by the shareholders of the Company in

Page 1



substantially the same proportions as their ownership of stock of the
Company), becomes the "beneficial owner" (as defined in Rule 13d 3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities; or

     (b)   during any period of two (2) consecutive years (not including any
period prior to the effective date of this Plan); individuals who at the
beginning of such period constitute the Board, and any new member of the
Board (other than a member of the Board designated by a person who has
entered into an agreement with the Company to effect a transaction described
in subsections (a), (b) or (c) of this Section) whose election by the
Company's shareholders was approved by a vote of at least two thirds (2/3) of
the members of the Board at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof; or

     (c)   the shareholders of the Company approve a merger or consolidation
of the Company with any other Company, other than (1) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation or (2) a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in
which no "person" (as herein defined) acquires more than 50% of the combined
voting power of the Company's then outstanding securities; or

     (d)   the shareholders of the Company approve a plan of liquidation,
dissolution or winding up of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets.

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

2.5  COMMITTEE means the Compensation Committee of the Board or any other
committee appointed by the Board to administer the Plan, as specified in
Section 5 hereof. Any such committee must be comprised entirely of Outside
Directors who are "independent" as that term is defined in the rules of the
American Stock Exchange.

2.6  COMMON STOCK means the $.0001 par value common stock of the Company.

2.7  COMPANY means Odyssey Marine Exploration, Inc., a Nevada corporation,
and any successor to such organization.

2.8  DISABILITY shall mean disability as determined by the Committee in its
sole and absolute discretion.

2.9  ELIGIBLE RECIPIENT means a Key Employee and/or a Key Person.

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

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2.11   EXERCISE PRICE means the price that shall be paid to purchase one (1)
Share upon the exercise of an Option granted under this Plan.

2.12   FAIR MARKET VALUE of a Share on any date means the mean between the
highest and lowest reported selling prices on a national securities exchange
of a Share as reported in the appropriate composite listing for said exchange
on such date, or, if no such sales occurred on such date, then on the next
preceding date on which a sale is made. In the event the Shares are traded in
the over the counter market, Fair Market Value of a Share means the mean
between the "high" and "low" quotations in the over the counter market on
such date, as reported by the National Association of Securities Dealers
through NASDAQ or, if no quotations are available on such date, then on the
next preceding date on which such quotations are available.

2.13   INSIDER means an individual who is, on the relevant date, an officer,
member of the Board or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

2.14   INDEPENDENT DIRECTOR means a director who is determined to be
"independent" as that term is defined by the listing standards of the
American Stock Exchange, as the same may be amended from time to time.

2.15   ISO means an option granted under this Plan to purchase Shares that is
intended by the Company to satisfy the requirements of Code Section 422 as an
incentive stock option.

2.16   KEY EMPLOYEE means any employee of the Company or any Subsidiary,
regardless of title or designation, as shall, in the determination of the
Committee, hold a position which is important to the success of the Company.

2.17   KEY PERSON means (1) a member of the Board who is not an employee, or
(2) a consultant or advisor who is eligible to receive shares which are
registered on SEC Form S 8.

2.18   NQSO means an option granted under this Plan to purchase Shares which
is not intended by the Company to satisfy the requirements of Code Section
422.

2.19   OPTION means an ISO or a NQSO.

2.20   OUTSIDE DIRECTOR means a member of the Board who is not a Key Employee
and who qualifies as (1) a "non employee director" under Rule 16b 3(b)(3)
under the 1934 Act, as amended from time to time, and (2) an "outside
director" under Code Section 162(m) and the regulations promulgated
thereunder.

2.21   PARTICIPANT means an individual who receives a Stock Incentive
hereunder.

2.22   PERFORMANCE BASED EXCEPTION means the performance based exception from
the tax deductibility limitations of Code Section162(m).

Page 3

2.23   PERFORMANCE PERIOD shall mean the period during which a performance
goal must be attained with respect to a Stock Incentive which is performance
based, as determined by the Committee pursuant to Section 14.3 hereof.

2.24   PLAN means this plan, 2005 Stock Incentive Plan, as it may be further
amended from time to time.

2.25   QUALIFYING EVENT shall mean, with respect to a Participant, such
Participant's death, Disability or Retirement.

2.26   RESTRICTED STOCK AWARD means an award of Shares granted to a
Participant under this Plan which is subject to restrictions in accordance
with the terms and provisions of this Plan and the applicable Stock Incentive
Agreement.

2.27   RESTRICTED STOCK UNIT means a contractual right granted to a
Participant under this Plan to receive a Share (or cash equivalent) which is
subject to restrictions of this Plan and the applicable Stock Incentive
Agreement.

2.28   RETIREMENT shall mean, with respect to an Eligible Recipient, such
Eligible Recipient's (i) termination of employment or cessation of performing
services after attainment of age 60 and completion of at least fifteen (15)
years of service with the Company or Subsidiary, or (ii) termination of
employment or cessation of performing services after attainment of age 65 and
completion of at least five (5) years of service with the Company or
Subsidiary.

2.29   SHARE means a share of Common Stock.

2.30   STOCK APPRECIATION RIGHT means a right granted to a Participant
pursuant to the terms and provisions of this Plan whereby the individual,
without payment to the Company (except for any applicable withholding or
other taxes), receives Shares, or such other consideration as the Committee
may determine, in an amount equal to the excess of the Fair Market Value per
Share on the date on which the Stock Appreciation Right is exercised over the
exercise price per Share noted in the Stock Appreciation Right, for each
Share subject to the Stock Appreciation Right.

2.31   STOCK INCENTIVE means an ISO, a NQSO, a Restricted Stock Award, a
Restricted Stock Unit or a Stock Appreciation Right.

2.32   STOCK INCENTIVE AGREEMENT means a document issued by the Company or a
Subsidiary to a Participant evidencing an award of a Stock Incentive.

2.33   SUBSIDIARY means any corporation in which more than fifty percent
(50%) of the voting stock is owned or controlled, directly or indirectly, by
the Company.

2.34   TEN PERCENT SHAREHOLDER means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of stock of
either the Company or a Subsidiary.

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                                   SECTION 3.
                       SHARES SUBJECT TO STOCK INCENTIVES

The total number of Shares that may be issued pursuant to Stock Incentives
under this Plan shall not exceed Two Million Five  Hundred Thousand
(2,500,000), of which not more than Five Hundred Thousand (500,000) may be
used for Restricted Stock Awards and Restricted Stock Units, each as adjusted
pursuant to Section 10. Such Shares shall be reserved, to the extent that the
Company deems appropriate, from authorized but unissued Shares, and from
Shares which have been reacquired by the Company. To the extent permitted by
applicable law or regulation, if a Stock Incentive is canceled, forfeited,
exchanged or otherwise expires the Shares with respect to such Stock
Incentive may become available for reissuance under this Plan.

                                   SECTION 4.
                                EFFECTIVE DATE

The effective date of this Plan shall be August 3, 2005, which is the date on
which the Board of Directors of the Company originally approved the Plan.
Such date is subject to the Company's shareholders approving the Plan within
twelve months of such date.

                                   SECTION 5.
                                 ADMINISTRATION

5.1   GENERAL ADMINISTRATION. This Plan shall be administered by the
Committee. The Committee, acting in its absolute discretion, shall exercise
such powers and take such action as expressly called for under this Plan. The
Committee shall have the power to interpret this Plan and, subject to the
terms and provisions of this Plan, to take such other action in the
administration and operation of the Plan as it deems equitable under the
circumstances. The Committee's actions shall be binding on the Company, on
each affected Eligible Recipient, and on each other person directly or
indirectly affected by such actions.

5.2   AUTHORITY OF THE COMMITTEE. Except as limited by law or by the Articles
of Incorporation of the Company, and subject to the provisions herein, the
Committee shall have full power to select Eligible Recipients who shall
participate in the Plan, to determine the sizes and types of Stock Incentives
in a manner consistent with the Plan, to determine the terms and conditions
of Stock Incentives in a manner consistent with the Plan, to construe and
interpret the Plan and any agreement or instrument entered into under the
Plan, to establish, amend or waive rules and regulations for the Plan's
administration, and to amend the terms and conditions of any outstanding
Stock Incentives as allowed under the Plan and such Stock Incentives.
Further, the Committee may make all other determinations which may be
necessary or advisable for the administration of the Plan. The Committee may
seek the assistance of such persons as it may see fit in carrying out its
routine administrative functions concerning the Plan.

5.3   DELEGATION OF AUTHORITY. The members of the Committee and any other
persons to whom authority has been delegated shall be appointed from time to
time by, and shall serve at the discretion of, the Board. The Committee may
appoint one or more separate committees (any such committee, a

Page 5


"Subcommittee") composed of two or more Outside Directors of the Company (who
may but need not be members of the Committee) and may delegate to any such
Subcommittee the authority to grant Stock Incentives, and/or to administer
the Plan or any aspect of it. Notwithstanding any provision of this Plan to
the contrary, the Board may assume the powers and responsibilities granted to
the Committee or other delegate at any time, in whole or in part. Moreover,
only the Committee may grant Stock Incentives that may meet the Performance
Based Exception, and only the Committee may grant Stock Incentives to
Insiders that may be exempt from Section 16(b) of the Exchange Act.

5.4   DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of this Plan and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
persons, including the Company, its shareholders, members of the Board,
Eligible Recipients, Participants, and their estates and beneficiaries.

                                   SECTION 6.
                                  ELIGIBILITY

Eligible Recipients selected by the Committee shall be eligible for the grant
of Stock Incentives under this Plan, but no Eligible Recipient shall have the
right to be granted a Stock Incentive under this Plan merely as a result of
his or her status as an Eligible Recipient. Only Key Employees shall be
eligible to receive a grant of ISOs.

                                   SECTION 7.
                           TERMS OF STOCK INCENTIVES

7.1  TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

     (a)   Grants of Stock Incentives. Subject to subsection (e) below, the
Committee, in its absolute discretion, shall grant Stock Incentives under
this Plan from time to time and shall have the right to grant new Stock
Incentives in exchange for outstanding Stock Incentives; provided, however,
the Committee shall not have the right to (1) lower the Exercise Price of an
existing Option, (2) any action which would be treated as a "repricing" under
generally accepted accounting principles, or (3) canceling of an existing
Option at a time when its Exercise Price exceeds the fair market value of the
underlying stock subject to such Option in exchange for another Option, a
Restricted Stock Award, or other equity in the Company (except as provided in
Sections 10 and 11). Stock Incentives shall be granted to Eligible Recipients
selected by the Committee, and the Committee shall be under no obligation
whatsoever to grant any Stock Incentives, or to grant Stock Incentives to all
Eligible Recipients, or to grant all Stock Incentives subject to the same
terms and conditions.

     (b)   Shares Subject to Stock Incentives. The number of Shares as to
which a Stock Incentive shall be granted shall be determined by the Committee
in its sole discretion, subject to the provisions of Section 3 as to the
total number of Shares available for grants under the Plan, and to any other
restrictions contained in this Plan.


Page 6


     (c)   Stock Incentive Agreements. Each Stock Incentive shall be
evidenced by a Stock Incentive Agreement executed by the Company or a
Subsidiary, and may also be executed by the Participant or accepted by the
Participant by electronic transmission, which shall be in such form and
contain such terms and conditions as the Committee in its discretion may,
subject to the provisions of the Plan, from time to time determine.

     (d)   Date of Grant. The date a Stock Incentive is granted shall be the
date on which the Committee (1) has approved the terms and conditions of the
Stock Incentive Agreement, (2) has determined the recipient of the Stock
Incentive and the number of Shares covered by the Stock Incentive and (3) has
taken all such other action necessary to direct the grant of the Stock
Incentive.

     (e)   Dividend Equivalents. The Committee may grant dividend equivalents
to any Participant. The Committee shall establish the terms and conditions to
which the dividend equivalents are subject. Dividend equivalents may be
granted only in connection with a Stock Incentive. Under a dividend
equivalent, a Participant shall be entitled to receive currently or in the
future payments equivalent to the amount of dividends paid by the Company to
holders of Common Stock with respect to the number of dividend equivalents
held by the Participant. The dividend equivalent may provide for payment in
Common Stock or in cash, or a fixed combination of Common Stock or cash, or
the Committee may reserve the right to determine the manner of payment at the
time the dividend equivalent is payable.

     (f)   Deferral Elections. The Committee may permit or require
Participants to elect to defer the issuance of Common Stock or the settlement
of awards in cash under this Plan pursuant to such rules, procedures, or
programs as it may establish from time to time. However, notwithstanding the
preceding sentence, the Committee shall not, in establishing the terms and
provisions of any Stock Incentive, or in exercising its powers under this
Article, create any arrangement which would constitute an employee pension
benefit plan as defined in ERISA Section 3(3) unless the arrangement provides
benefits solely to one or more individuals who constitute members of a select
group of management or highly compensated employees.

7.2  TERMS AND CONDITIONS OF OPTIONS.

     (a)   Grants of Options. Each grant of an Option shall be evidenced by a
Stock Incentive Agreement that shall specify whether the Option is an ISO or
NQSO, and incorporate such other terms as the Committee deems consistent with
the terms of this Plan and, in the case of an ISO, necessary or desirable to
permit such Option to qualify as an ISO. The Committee and/or the Company may
modify the terms and provisions of an Option in accordance with Section 12 of
this Plan even though such modification may change the Option from an ISO to
a NQSO.

     (b)   Determining Optionees. In determining Eligible Recipient(s) to
whom an Option shall be granted and the number of Shares to be covered by
such Option, the Committee may take into account the duties of the Eligible
Recipient, the contributions of the Eligible Recipient to the success of the
Company, and other factors deemed relevant by the Committee, in connection
with accomplishing the purpose of this Plan. An Eligible Recipient who has

Page 7


been granted an Option to purchase Shares, whether under this Plan or
otherwise, may be granted one or more additional Options. If the Committee
grants an ISO and a NQSO to an Eligible Recipient on the same date, the right
of the Eligible Recipient to exercise one such Option shall not be
conditioned on the Eligible Recipient's failure to exercise the other such
Option.

     (c)   Exercise Price. Subject to adjustment in accordance with Section
10 and the other provisions of this Section, the Exercise Price shall be
specified in the applicable Stock Incentive Agreement. With respect to each
grant of an ISO to a Participant who is not a Ten Percent Shareholder, the
Exercise Price shall not be less than the Fair Market Value of a Share on the
date the ISO is granted. With respect to each grant of an ISO to a
Participant who is a Ten Percent Shareholder, the Exercise Price shall not be
less than one hundred ten percent (110%) of the Fair Market Value of a Share
on the date the ISO is granted. If a Stock Incentive is a NQSO, the Exercise
Price for each Share shall be no less than (1) the minimum price required by
applicable state law, or (2) the Fair Market Value of a Share on the date the
NQSO is granted, whichever price is greatest. Any Stock Incentive intended to
meet the Performance Based Exception must be granted with an Exercise Price
not less than the Fair Market Value of a Share determined as of the date of
such grant.

     (d)   Option Term. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

          (i)   make an Option exercisable prior to the date such Option is
granted or after it has been exercised in full; or

          (ii)   make an Option exercisable after the date that is (A) the
tenth (10th) anniversary of the date such Option is granted, if such Option
is a NQSO or an ISO granted to a non Ten Percent Shareholder, or (B) the date
that is the fifth (5th) anniversary of the date such Option is granted, if
such Option is an ISO granted to a Ten Percent Shareholder. Options issued
under the Plan may become exercisable based on the service of a Participant,
or based upon the attainment (as determined by the Committee) of performance
goals established pursuant to one or more of the performance criteria listed
in Section 14. Any Option which becomes exercisable based on the attainment
of performance goals must have its performance goals determined by the
Committee based upon one or more of the performance criteria listed in
Section 14, and must have the attainment of such performance goals certified
in writing by the Committee in order to meet the Performance Based Exception.
A Stock Incentive Agreement may provide for the exercise of an Option after
the employment of a Key Employee has terminated for any reason whatsoever,
including the occurrence of a Qualifying Event. The Key Employee's rights, if
any, upon termination of employment will be set forth in the applicable Stock
Incentive Agreement.

     (e)   Payment. Options shall be exercised by the delivery of a written
notice of exercise to the Company, specifying the number of Shares with
respect to which the Option is to be exercised accompanied by full payment
for the Shares. Payment for shares of Stock shall be made in cash or, unless

Page 8


the Stock Incentive Agreement provides otherwise, by delivery to the Company
of a number of Shares that have been owned and completely paid for by the
holder for at least six (6) months prior to the date of exercise (i.e.,
"mature shares" for accounting purposes) having an aggregate Fair Market
Value equal to the amount to be tendered, or a combination thereof. In
addition, unless the Stock Incentive Agreement provides otherwise, the Option
may be exercised through a brokerage transaction as permitted under the
provisions of Regulation T applicable to cashless exercises promulgated by
the Federal Reserve Board so long as the Company's equity securities are
registered under Section 12 of the Exchange Act, unless prohibited by Section
402 of the Sarbanes Oxley Act of 2002. Notwithstanding the foregoing, with
respect to any Option recipient who is an Insider, a tender of shares or, if
permitted by applicable law, a cashless exercise must (1) have met the
requirements of an exemption under Rule 16b 3 promulgated under the Exchange
Act, or (2) be a subsequent transaction the terms of which were provided for
in a transaction initially meeting the requirements of an exemption under
Rule 16b 3 promulgated under the Exchange Act. Unless the Stock Incentive
Agreement provides otherwise, the foregoing exercise payment methods shall be
subsequent transactions approved by the original grant of an Option. Except
as provided in subparagraph (f) below, payment shall be made at the time that
the Option or any part thereof is exercised, and no Shares shall be issued or
delivered upon exercise of an Option until full payment has been made by the
Participant. The holder of an Option, as such, shall have none of the rights
of a shareholder.

     (f)   Conditions to Exercise of an Option. Each Option granted under the
Plan shall vest and shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee
shall specify in the Stock Incentive Agreement; provided, however, that
subsequent to the grant of an Option, the Committee, at any time before
complete termination of such Option, may accelerate the time or times at
which such Option may vest or be exercised in whole or in part. The Committee
may impose such restrictions on any Shares acquired pursuant to the exercise
of an Option as it may deem advisable. Unless otherwise provided in the
applicable Stock Incentive Agreement, any vested option must be exercised
within sixty (60) days of the Qualifying Event or other termination of
employment of the Participant.

     (g)   Transferability of Options. Except as otherwise provided in a
Participant's Stock Incentive Agreement, no Option granted under the Plan may
be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, except upon the death of the holder Participant by will or by
the laws of descent and distribution. Except as otherwise provided in a
Participant's Stock Incentive Agreement, during the Participant's lifetime,
only the Participant may exercise his Option unless the Participant is
incapacitated in which case the Option may be exercised by the Participant's
legal guardian, legal representative, or other representative whom the
Committee deems appropriate based on applicable facts and circumstances. The
determination of incapacity of a Participant and the identity of appropriate
representative of the Participant to exercise the Option if the Participant
is incapacitated shall be determined by the Committee.

Page 9



     (h)   ISO Tax Treatment Requirements. With respect to any Option that
purports to be an ISO, to the extent that the aggregate Fair Market Value
(determined as of the date of grant of such Option) of stock with respect to
which such Option is exercisable for the first time by any individual during
any calendar year exceeds one hundred thousand dollars ($100,000.00), to the
extent of such excess, such Option shall not be treated as an ISO in
accordance with Code Section 422(d). The rule of the preceding sentence is
applied as set forth in Treas. Reg. Section 1.422 4 and any additional
guidance issued by the Treasury thereunder. Also, with respect to any Option
that purports to be an ISO, such Option shall not be treated as an ISO if the
Participant disposes of shares acquired thereunder within two (2) years from
the date of the granting of the Option or within one (1) year of the exercise
of the Option, or if the Participant has not met the requirements of Code
Section 422(a)(2).

7.3  TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

     (a)   Grants of Restricted Stock Awards. Shares awarded pursuant to
Restricted Stock Awards shall be subject to such restrictions as determined
by the Committee for periods determined by the Committee. Restricted Stock
Awards issued under the Plan may have restrictions which lapse based upon the
service of a Participant, or based upon other criteria that the Committee may
determine appropriate. The Committee may require a cash payment from the
Participant in exchange for the grant of a Restricted Stock Award or may
grant a Restricted Stock Award without the requirement of a cash payment. The
Committee may grant Restricted Stock Awards that vest on the attainment of
performance goals determined by the Committee based upon one or more of the
performance criteria listed in Section 14, and must have the attainment of
such performance goals certified in writing by the Committee in order to meet
the Performance Based Exception.

     (b)   Vesting of Restricted Stock Awards. The Committee shall establish
the vesting schedule applicable to Restricted Stock Awards and shall specify
the times, vesting and performance goal requirements. Until the end of the
period(s) of time specified in the vesting schedule and/or the satisfaction
of any performance criteria, the Shares subject to such Stock Incentive Award
shall remain subject to forfeiture.

     (c)   Termination of Employment. If the Participant's employment (or in
the case of a non employee, such Participant's service) with the Company
and/or a Subsidiary ends before the Restricted Stock Awards vest, the
Participant shall forfeit all unvested Restricted Stock Awards, unless the
termination is a result of the occurrence of a Qualifying Event or the
Committee determines that the Participant's unvested Restricted Stock Awards
shall vest as of the date of such event; provided, however, the Committee may
grant Restricted Stock Awards precluding such accelerated vesting in order to
qualify the Restricted Stock Awards for the Performance Based Exception.

     (d)   Death, Disability and Retirement. In the event a Qualifying Event
occurs before the date or dates on which Restricted Stock Awards vest, the
expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the Shares free of all such


Page 10

restrictions. In the case of Restricted Stock Awards which are based on
performance criteria set forth in Section 14, then as of the date on which
such Qualifying Event occurs, the Participant shall be entitled to receive a
number of Shares that is determined by measuring the selected performance
criteria from the Company's most recent publicly available quarterly results
that are available as of the date the Qualifying Event occurs; provided,
however, the Committee may grant Restricted Stock Awards precluding such
partial awards when a Qualifying Event occurs in order to qualify the
Restricted Stock Awards for the Performance Based Exception. All other Shares
subject to such Restricted Stock Award shall be forfeited and returned to the
Company as of the date on which such Qualifying Event occurs.

     (e)   Acceleration of Award. Notwithstanding anything to the contrary in
this Plan, the Committee shall have the power to permit, in its sole
discretion, an acceleration of the expiration of the applicable restrictions
or the applicable period of such restrictions with respect to any part or all
of the Shares awarded to a Participant; provided, however, the Committee may
grant Restricted Stock Awards precluding such accelerated vesting on order to
qualify the Restricted Stock Awards for the Performance Based Exception.

     (f)   Necessity of Stock Incentive Agreement. Each grant of a Restricted
Stock Award shall be evidenced by a Stock Incentive Agreement that shall
specify the terms, conditions and restrictions regarding the Shares awarded
to a Participant, and shall incorporate such other terms and conditions as
the Committee, acting in its sole discretion, deems consistent with the terms
of this Plan. The Committee shall have sole discretion to modify the terms
and provisions of Restricted Stock Awards in accordance with Section 12 of
this Plan.

     (g)   Transferability of Restricted Stock Awards. Except as otherwise
provided in a Participant's Restricted Stock Award, no Restricted Stock Award
granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, except upon the death of the holder
Participant by will or by the laws of descent and distribution.

     (h)   Voting, Dividend & Other Rights. Unless the applicable Stock
Incentive Agreement provides otherwise, holders of Restricted Stock Awards
shall be entitled to vote and to receive dividends during the periods of
restriction of their Shares to the same extent as such holders would have
been entitled if the Shares were unrestricted Shares.

7.4  TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS.

     (a)   Grants of Restricted Stock Units. A Restricted Stock Unit shall
entitle the Participant to receive one Share at such future time and upon
such terms as specified by the Committee in the Stock Incentive Agreement
evidencing such award. Restricted Stock Units issued under the Plan may have
restrictions which lapse based upon the service of a Participant, or based
upon other criteria that the Committee may determine appropriate. The
Committee may require a cash payment from the Participant in exchange for the
grant of Restricted Stock Units or may grant Restricted Stock Units without
the requirement of a cash payment. The Committee may grant Restricted Stock
Units that vest on the attainment of performance goals determined by the

Page 11


Committee based upon one or more of the performance criteria listed in
Section 14, and must have the attainment of such performance goals certified
in writing by the Committee in order to meet the Performance Based Exception.

     (b)   Vesting of Restricted Stock Units. The Committee shall establish
the vesting schedule applicable to Restricted Stock Units and shall specify
the times, vesting and performance goal requirements. Until the end of the
period(s) of time specified in the vesting schedule and/or the satisfaction
of any performance criteria, the Restricted Stock Units subject to such Stock
Incentive Award shall remain subject to forfeiture.

     (c)   Termination of Employment. If the Participant's employment with
the Company and/or a Subsidiary ends before the Restricted Stock Units vest,
the Participant shall forfeit all unvested Restricted Stock Units, unless the
termination is a result of the occurrence of a Qualifying Event or the
Committee determines that the Participant's unvested Restricted Stock Units
shall vest as of the date of such event; provided, however, the Committee may
grant Restricted Stock Units precluding such accelerated vesting on order to
qualify the Restricted Stock Units for the Performance Based Exception.

     (d)   Death, Disability and Retirement. In the event a Qualifying Event
occurs before the date or dates on which Restricted Stock Units vest, the
expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the Shares free of all such
restrictions. In the case of Restricted Stock Units which are based on
performance criteria set forth in Section 14, then as of the date on which
such Qualifying Event occurs, the Participant shall be entitled to receive a
number of Shares that is determined by measuring the selected performance
criteria from the Company's most recent publicly available quarterly results
that are available as of the date the Qualifying Event occurs; provided,
however, the Committee may grant Restricted Stock Units precluding such
partial awards when a Qualifying Event occurs in order to qualify the
Restricted Stock Units for the Performance Based Exception. All other Shares
subject to such Restricted Stock Units shall be forfeited and returned to the
Company as of the date on which such Qualifying Event occurs.

     (e)   Acceleration of Award. Notwithstanding anything to the contrary in
this Plan, the Committee shall have the power to permit, in its sole
discretion, an acceleration of the applicable restrictions or the applicable
period of such restrictions with respect to any part or all of the Restricted
Stock Units awarded to a Participant; provided, however, the Committee may
grant Restricted Stock Units precluding such accelerated vesting on order to
qualify the Restricted Stock Units for the Performance Based Exception.

     (f)   Necessity of Stock Incentive Agreement. Each grant of Restricted
Stock Unit(s) shall be evidenced by a Stock Incentive Agreement that shall
specify the terms, conditions and restrictions regarding the Participant's
right to receive Share(s) in the future, and shall incorporate such other
terms and conditions as the Committee, acting in its sole discretion, deems
consistent with the terms of this Plan. The Committee shall have sole
discretion to modify the terms and provisions of Restricted Stock Unit(s) in
accordance with Section 12 of this Plan.

Page 12


     (g)   Transferability of Restricted Stock Units. Except as otherwise
provided in a Participant's Restricted Stock Unit Award, no Restricted Stock
Unit granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated by the holder Participant, except upon
the death of the holder Participant by will or by the laws of descent and
distribution.

     (h)   Voting, Dividend & Other Rights. Unless the applicable Stock
Incentive Agreement provides otherwise, holders of Restricted Stock Units
shall not be entitled to vote or to receive dividends until they become
owners of the Shares pursuant to their Restricted Stock Units, and, unless
the applicable Stock Incentive Agreement provides otherwise, the holder of a
Restricted Stock Unit shall not be entitled to any dividend equivalents (as
described in Section 7.1(e)).

7.5  TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

     (a)   Grants of Stock Appreciation Rights. A Stock Appreciation Right
shall entitle the Participant to receive upon exercise or payment the excess
of the Fair Market Value of a specified number of Shares at the time of
exercise, over a specified price. The specified price for a Stock
Appreciation Right granted in connection with a previously or
contemporaneously granted Option, shall not be less than the Exercise Price
for Shares that are the subject of the Option. In the case of any other Stock
Appreciation Right, the specified price shall not be less than one hundred
percent (100%) of the Fair Market Value of the Shares at the time the Stock
Appreciation Right was granted. If related to an Option, the exercise of a
Stock Appreciation Right shall result in a pro rata surrender of the related
Option to the extent the Stock Appreciation Right has been exercised.

     (b)   Payment. Upon exercise or payment of a Stock Appreciation Right,
the Company shall pay to the Participant the appreciation with Shares
(computed using the aggregate Fair Market Value of Shares on the date of
payment or exercise) as specified in the Stock Incentive Agreement or, if not
specified, as the Committee determines. To the extent that a Stock
Appreciation Right is paid with consideration other than Shares, it shall be
treated as paid in Shares for purposes of Section 3.

     (c)   Vesting of Stock Appreciation Rights. The Committee shall
establish the vesting schedule applicable to Stock Appreciation Rights and
shall specify the times, vesting and performance goal requirements. Until the
end of the period(s) of time specified in the vesting schedule and/or the
satisfaction of any performance criteria, the Stock Appreciation Rights
subject to such Stock Incentive Award shall remain subject to forfeiture.

     (d)   Death, Disability and Retirement. In the event a Qualifying Event
occurs before the date or dates on which Stock Appreciation Rights vest, the
expiration of the applicable restrictions (other than restrictions based on
performance criteria set forth in Section 14) shall be accelerated and the
Participant shall be entitled to receive the full value of the Stock
Appreciation Right free of all such restrictions. In the case of Stock
Appreciation Rights which are based on performance criteria set forth in
Section 14, then as of the date on which such Qualifying Event occurs, the
Participant shall be entitled to receive a value determined by measuring the

Page 13


selected performance criteria from the Company's most recent publicly
available quarterly results that are available as of the date the Qualifying
Event occurs. All other benefits under the Stock Appreciation Rights shall
thereupon be forfeited and returned to the Company as of the date on which
such Qualifying Event occurs.

     (e)   Transferability of Stock Appreciation Rights. Except as otherwise
provided in a Participant's Stock Incentive Agreement, no Stock Appreciation
Right granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, except upon the death of the holder
Participant by will or by the laws of descent and distribution.

     (f)   Special Provisions for Tandem Stock Appreciation Rights. A Stock
Appreciation Right granted in connection with an Option may only be exercised
to the extent that the related Option has not been exercised. A Stock
Appreciation Right granted in connection with an ISO (1) will expire no later
than the expiration of the underlying ISO, (2) may be for no more than the
difference between the exercise price of the underlying ISO and the Fair
Market Value of the Shares subject to the underlying ISO at the time the
Stock Appreciation Right is exercised, (3) may be transferable only when, and
under the same conditions as, the underlying ISO is transferable, and (4) may
be exercised only (i) when the underlying ISO could be exercised and (ii)
when the Fair Market Value of the Shares subject to the ISO exceeds the
exercise price of the ISO.

7.6  STOCK OPTIONS FOR OUTSIDE DIRECTORS.

     This Section 7.6 shall apply only to grants of Stock Options to Outside
Directors.

     (a)   Each Outside Director shall automatically be granted, upon first
becoming a director of the Company Non-Qualified Stock Options, Restricted
Stock, Stock Appreciation Rights or such other stock-based award allowable
under the Plan in an amount not to exceed 10,000 shares of Stock as
determined by the Board, provided that no Outside Director may receive more
than one such grant for serving as a director of the Company and one or more
Subsidiaries. In addition, on the day after the annual meeting of
stockholders of the Company to be held in the calendar year 2006, and on the
day after each annual stockholders' meeting of the Company thereafter during
the term of the Plan, each Outside Director of the Company shall be granted
Non-Qualified Stock Options, Restricted Stock, Stock Appreciation Rights,
Limited Stock Appreciation Rights or other stock-based award allowable under
the Plan in an amount not to exceed 15,000 shares of Stock as the Board may
determine. The price per share of Stock for these grants shall be 100% of the
Fair Market Value on the date of grant. Each grant to an Outside Director
shall vest as the Board may determine. To the extent not exercised,
installments shall accumulate and be exercisable in whole or in part at any
time after becoming exercisable but not later than the date the Stock Option
expires. Exercise shall be pursuant to any method described in Section
7.2(e).



Page 14


                                   SECTION 8.
                             SECURITIES REGULATION

8.1   LEGALITY OF ISSUANCE. No Share shall be issued under this Plan unless
and until the Committee has determined that all required actions have been
taken to register such Share under the Securities Act of 1933 or the Company
has determined that an exemption therefrom is available, any applicable
listing requirement of any stock exchange on which the Share is listed has
been satisfied, and any other applicable provision of state, federal or
foreign law, including foreign securities laws where applicable, has been
satisfied.

8.2   RESTRICTIONS ON TRANSFER; REPRESENTATIONS; LEGENDS. Regardless of
whether the offering and sale of Shares under the Plan have been registered
under the Securities Act of 1933 or have been registered or qualified under
the securities laws of any state, the Company may impose restrictions upon
the sale, pledge, or other transfer of such Shares (including the placement
of appropriate legends on stock certificates) if, in the judgment of the
Company and its counsel, such restrictions are necessary or desirable to
achieve compliance with the provisions of the Securities Act of 1933, the
securities laws of any state, the United States or any other applicable
foreign law. If the offering and/or sale of Shares under the Plan is not
registered under the Securities Act of 1933 and the Company determines that
the registration requirements of the Securities Act of 1933 apply but an
exemption is available which requires an investment representation or other
representation, the participant shall be required, as a condition to
acquiring such Shares, to represent that such Shares are being acquired for
investment, and not with a view too the sale or distribution thereof, except
in compliance with the Securities Act of 1933, and to make such other
representations as are deemed necessary or appropriate by the Company and its
counsel. All Stock Incentive Agreements shall contain a provision stating
that any restrictions under any applicable securities laws will apply.

8.3   REGISTRATION OF SHARES. The Company may, and intends to, but is not
obligated to, register or qualify the offering or sale of Shares under the
Securities Act of 1933 or any other applicable state, federal or foreign law.

                                   SECTION 9.
                                  LIFE OF PLAN

No Stock Incentive shall be granted under this Plan on or after the earlier
of:

     (a)   the tenth (10th) anniversary of the effective date of this Plan
(as determined under Section 4 of this Plan), or

     (b)   the date on which all of the Shares reserved under Section 3 of
this Plan have (as a result of the exercise of Stock Incentives granted under
this Plan or lapse of all restrictions under a Restricted Stock Award or
Restricted Stock Unit) been issued or are no longer available for use under
this Plan.

This Plan shall continue in effect until all outstanding Stock Incentives
have been exercised in full or are no longer exercisable and all Restricted
Stock Awards or Restricted Stock Units have vested or been forfeited.

Page 15

                                  SECTION 10.
                                  ADJUSTMENT

Notwithstanding anything in Section 12 to the contrary, (i) the number of
Shares reserved under Section 3 of this Plan, (ii) the limit on the number of
Shares that may be granted subject to Stock Incentives during a calendar year
to any individual under Section 3 of this Plan, (iii) the number of Shares
subject to Stock Incentives granted under this Plan, and (iv) the Exercise
Price of any Options and the specified exercise price of any Stock
Appreciation Rights, shall be adjusted by the Committee in an equitable
manner to reflect any change in the capitalization of the Company, including,
but not limited to, such changes as stock dividends or stock splits.
Furthermore, the Committee shall have the right to adjust (in a manner that
satisfies the requirements of Code Section 424(a)) (x) the number of Shares
reserved under Section 3, (y) the number of Shares subject to Stock
Incentives granted under this Plan, and (z) the Exercise Price of any Options
and the specified exercise price of any Stock Appreciation Rights in the
event of any corporate transaction described in Code Section 424(a) that
provides for the substitution or assumption of such Stock Incentives. If any
adjustment under this Section creates a fractional Share or a right to
acquire a fractional Share, such fractional Share shall be disregarded, and
the number of Shares reserved under this Plan and the number subject to any
Stock Incentives granted under this Plan shall be the next lower number of
Shares, rounding all fractions downward. An adjustment made under this
Section by the Committee shall be conclusive and binding on all affected
persons and, further, shall not constitute an increase in the number of
Shares reserved under Section 3 or an increase in any limitation imposed by
the Plan.

                                  SECTION 11.
                        CHANGE OF CONTROL OF THE COMPANY

11.1   GENERAL RULE FOR CHANGE OF CONTROL. Except as otherwise provided in a
Stock Incentive Agreement, if a Change of Control occurs, and if the
agreements effectuating the Change of Control do not provide for the
assumption or substitution of all Stock Incentives granted under this Plan,
with respect to any Stock Incentive granted under this Plan that is not so
assumed or substituted (a "Non Assumed Stock Incentive"), the Committee, in
its sole and absolute discretion, may, with respect to any or all of such Non
Assumed Stock Incentives, take any or all of the following actions to be
effective as of the date of the Change of Control (or as of any other date
fixed by the Committee occurring within the thirty (30) day period
immediately preceding the date of the Change of Control, but only if such
action remains contingent upon the effectuation of the Change of Control)
(such date referred to as the "Action Effective Date"):

     (a)   Accelerate the vesting and/or exercisability of such Non Assumed
Stock Incentive; and/or

     (b)   Unilaterally cancel such Non Assumed Stock Incentive in exchange
for:

Page 16


          (i)   whole and/or fractional Shares (or for whole Shares and cash
in lieu of any fractional Share) or whole and/or fractional shares of a
successor (or for whole shares of a successor and cash in lieu of any
fractional share) that, in the aggregate, are equal in value to the excess of
the Fair Market Value of:

                (I)   in the case of Options, the Shares that could be
purchased subject to such Non Assumed Stock Incentive less the aggregate
Exercise Price for the Options with respect to such Shares;

                (II)   in the case of Restricted Stock Units or Stock
Appreciation Rights, Shares subject to such Stock Incentive determined as of
the Action Effective Date (taking into account vesting), less the value of
any consideration payable on exercise.

           (ii)   cash or other property equal in value to the excess of the
Fair Market Value of

                  (I)   in the case of Options, the Shares that could be
purchased subject to such Non Assumed Stock Incentive less the aggregate
Exercise Price for the Options with respect to such Shares or

                  (II)   in the case of Restricted Stock Units or Stock
Appreciation Rights, Shares subject to such Stock Incentive determined as of
the Action Effective Date (taking into account vesting) less the value of any
consideration payable on exercise.

     (c)   In the case of Options, unilaterally cancel such Non Assumed
Option after providing the holder of such Option with (1) an opportunity to
exercise such Non Assumed Option to the extent vested within a specified
period prior to the date of the Change of Control, and (2) notice of such
opportunity to exercise prior to the commencement of such specified period.
However, notwithstanding the foregoing, to the extent that the recipient of a
Non Assumed Stock Incentive is an Insider, payment of cash in lieu of whole
or fractional Shares or shares of a successor may only be made to the extent
that such payment (1) has met the requirements of an exemption under Rule 16b
3 promulgated under the Exchange Act, or (2) is a subsequent transaction the
terms of which were provided for in a transaction initially meeting the
requirements of an exemption under Rule 16b 3 promulgated under the Exchange
Act. Unless a Stock Incentive Agreement provides otherwise, the payment of
cash in lieu of whole or fractional Shares or in lieu of whole or fractional
shares of a successor shall be considered a subsequent transaction approved
by the original grant of an Option.

11.2   GENERAL RULE FOR OTHER STOCK INCENTIVE AGREEMENTS. If a Change of
Control occurs, then, except to the extent otherwise provided in the Stock
Incentive Agreement pertaining to a particular Stock Incentive or as
otherwise provided in this Plan, each Stock Incentive shall be governed by
applicable law and the documents effectuating the Change of Control.




Page 17



                                  SECTION 12.
                           AMENDMENT OR TERMINATION

This Plan may be amended by the Committee from time to time to the extent
that the Committee deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of the
Company if such amendment (a) increases the number of Shares reserved under
Section 3, except as set forth in Section 10, (b) extends the maximum life of
the Plan under Section 9 or the maximum exercise period under Section 7, (c)
decreases the minimum Exercise Price under Section 7, or (d) changes the
designation of Eligible Recipients eligible for Stock Incentives under
Section 6. Shareholder approval of other material amendments (such as an
expansion of the types of awards available under the Plan, an extension of
the term of the Plan, or a change to the method of determining the Exercise
Price of Options issued under the Plan) may also be required pursuant to
rules promulgated by an established stock exchange or a national market
system. An exchange of a later granted Option for an earlier granted Option
for any purpose, including, but not limited to, the purpose of lowering the
Exercise Price of such Option, and an exchange of a later granted Stock
Incentive for an earlier granted Stock Incentive for any purpose, shall not
be deemed to be an amendment to this Plan. The Board also may suspend the
granting of Stock Incentives under this Plan at any time and may terminate
this Plan at any time. The Company shall have the right to modify, amend or
cancel any Stock Incentive after it has been granted if (I) the modification,
amendment or cancellation does not diminish the rights or benefits of the
Stock Incentive recipient under the Stock Incentive (provided, however, that
a modification, amendment or cancellation that results solely in a change in
the tax consequences with respect to a Stock Incentive shall not be deemed as
a diminishment of rights or benefits of such Stock Incentive), (II) the
Participant consents in writing to such modification, amendment or
cancellation, (III) there is a dissolution or liquidation of the Company,
(IV) this Plan and/or the Stock Incentive Agreement expressly provides for
such modification, amendment or cancellation, or (V) the Company would
otherwise have the right to make such modification, amendment or cancellation
by applicable law.

                                  SECTION 13.
                                 MISCELLANEOUS

13.1   SHAREHOLDER RIGHTS. Except as provided in Section 7. 3 with respect to
Restricted Stock Awards, or in a Stock Incentive Agreement, no Participant
shall have any rights as a shareholder of the Company as a result of the
grant of a Stock Incentive pending the actual delivery of Shares subject to
such Stock Incentive to such Participant.

13.2   NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock Incentive
to a Participant under this Plan shall not constitute a contract of
employment or other relationship with the Company and shall not confer on a
Participant any rights upon his or her termination of employment or
relationship with the Company in addition to those rights, if any, expressly
set forth in the Stock Incentive Agreement that evidences his or her Stock
Incentive.


Page 18



13.3   WITHHOLDING. The Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company as a condition
precedent for the grant or fulfillment of any Stock Incentive, an amount in
Shares or cash sufficient to satisfy federal, state and local taxes, domestic
or foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan and/or any action taken by a
Participant with respect to a Stock Incentive. Whenever Shares are to be
issued to a Participant upon exercise of an Option or Stock Appreciation
Right, or satisfaction of conditions under a Restricted Stock Unit, the
Company shall have the right to require the Participant to remit to the
Company, as a condition of exercise of the Option or Stock Appreciation
Right, or as a condition to the fulfillment of the Restricted Stock Unit, an
amount in cash (or, unless the Stock Incentive Agreement provides otherwise,
in Shares) sufficient to satisfy federal, state and local withholding tax
requirements at the time of exercise. However, notwithstanding the foregoing,
to the extent that a Participant is an Insider, satisfaction of withholding
requirements by having the Company withhold Shares may only be made to the
extent that such withholding of Shares (1) has met the requirements of an
exemption under Rule 16b 3 promulgated under the Exchange Act, or (2) is a
subsequent transaction the terms of which were provided for in a transaction
initially meeting the requirements of an exemption under Rule 16b 3
promulgated under the Exchange Act. Unless the Stock Incentive Agreement
provides otherwise, the withholding of shares to satisfy federal, state and
local withholding tax requirements shall be a subsequent transaction approved
by the original grant of a Stock Incentive. Notwithstanding the foregoing, in
no event shall payment of withholding taxes be made by a retention of Shares
by the Company unless the Company retains only Shares with a Fair Market
Value equal to the minimum amount of taxes required to be withheld.

13.4   NOTIFICATION OF DISQUALIFYING DISPOSITIONS OF ISO OPTIONS. If a
Participant sells or otherwise disposes of any of the Shares acquired
pursuant to an Option that is an ISO on or before the later of (1) the date
two (2) years after the date of grant of such Option, or (2) the date one (1)
year after the exercise of such Option, then the Participant shall
immediately notify the Company in writing of such sale or disposition and
shall cooperate with the Company in providing sufficient information to the
Company for the Company to properly report such sale or disposition to the
Internal Revenue Service. The Participant acknowledges and agrees that he or
she may be subject to federal, state and/or local tax withholding by the
Company on the compensation income recognized by Participant from any such
early disposition, and agrees that he or she shall include the compensation
from such early disposition in his gross income for federal tax purposes.
Participant also acknowledges that the Company may condition the exercise of
any Option that is an ISO on the Participant's express written agreement with
these provisions of this Plan.

13.5   TRANSFERS & RESTRUCTURINGS. The transfer of a Participant's employment
between or among the Company or a Subsidiary (including the merger of a
Subsidiary into the Company) shall not be treated as a termination of his or
her employment under this Plan. Likewise, the continuation of employment by a
Participant with a corporation which is a Subsidiary shall be deemed to be a
termination of employment when such corporation ceases to be a Subsidiary.


Page 19


13.6   GOVERNING LAW/CONSENT TO JURISDICTION. This Plan shall be construed
under the laws of the State of Florida without regard to principles of
conflicts of law. Each Participant consents to the exclusive jurisdiction in
the United States District Court for the Middle District of Florida, Tampa
Division, or the state courts in Tampa, Florida for the determination of all
disputes arising from this Plan and waives any rights to remove or transfer
the case to another court.

13.7   ESCROW OF SHARES. To facilitate the Company's rights and obligations
under this Plan, the Company reserves the right to appoint an escrow agent,
who shall hold the Shares owned by a Participant pursuant to this Plan.

                                  SECTION 14.
                             PERFORMANCE CRITERIA


14.1   PERFORMANCE GOAL BUSINESS CRITERIA. Unless and until the Board
proposes for shareholder vote and shareholders approve a change in the
general performance measures set forth in this Section, the attainment of
which may determine the degree of payout and/or vesting with respect to Stock
Incentives to Key Employees and Key Persons pursuant to this Plan which are
designed to qualify for the Performance Based Exception, the performance
measure(s) to be used by the Committee for purposes of such grants shall be
determined by the Committee in its discretion.  These performance measure may
include but are not limited to the following:  (a) earnings per share; (b)
net income (before or after taxes); (c) return measures (including, but not
limited to, return on assets, equity or sales); (d) cash flow return on
investments which equals net cash flows divided by owners equity; (e)
earnings before or after taxes, depreciation and/or amortization; (f) gross
revenues; (g) operating income (before or after taxes); (h) total shareholder
return; (i) corporate performance indicators (indices based on the level of
certain services provided to customers); (j) cash generation, profit and/or
revenue targets; (k) growth measures, including revenue growth, as compared
with a peer group or other benchmark; (l) share price (including, but not
limited to, growth measures and total shareholder return), and/or (m) any
other measures deemed appropriate by the Committee.  In setting performance
goals using these performance measures, the Committee may exclude the effect
of changes in accounting standards and non recurring unusual events specified
by the Committee, such as write offs, capital gains and losses and
acquisitions and dispositions of businesses.

14.2   DISCRETION IN FORMULATION OF PERFORMANCE GOALS. The Committee shall
have the discretion to adjust the determinations of the degree of attainment
of the pre established performance goals; provided, however, that Stock
Incentives which are to qualify for the Performance Based Exception may not
be adjusted upward (although the Committee shall retain the discretion to
adjust such Stock Incentives downward).






Page 20


14.3   PERFORMANCE PERIODS. The Committee shall have the discretion to
determine the period during which any performance goal must be attained with
respect to a Stock Incentive. Such period may be of any length, and must be
established prior to the start of such period or within the first ninety (90)
days of such period (provided that the performance criteria are not in any
event set after 25% or more of such period has elapsed).

14.4   MODIFICATIONS TO PERFORMANCE GOAL CRITERIA. In the event that the
applicable tax and/or securities laws and regulatory rules and regulations
change to permit Committee discretion to alter the governing performance
measures noted above without obtaining shareholder approval of such changes,
the Committee shall have sole discretion to make such changes without
obtaining shareholder approval. In addition, in the event that the Committee
determines that it is advisable to grant Stock Incentives which shall not
qualify for the Performance Based Exception, the Committee may make such
grants without satisfying the requirements under Code Section 162(m) to
qualify for the Performance Based Exception.

14.5   ACHIEVEMENT OF PERFORMANCE GOALS.  The Committee shall have the
discretion to determine whether or not a certain performance goal has been
attained and the Committee may delegate this authority to management in those
cases where it elects to do so.

                                  SECTION 15.
                            OTHER NON US PROVISIONS

15.1   The Committee shall have the authority to require that any Stock
Incentive Agreement relating to a Stock Incentive in a jurisdiction outside
of the United States contain such terms as are required by local law in order
to constitute a valid grant under the laws of such jurisdiction. Such
authority shall be notwithstanding the fact that the requirements of the
local jurisdiction may be different from or more restrictive than the terms
set forth in this Plan. No purchase or delivery of Shares pursuant to a Stock
Incentive shall occur until applicable restrictions imposed pursuant to this
Plan or the applicable Stock Incentive have terminated.














Page 21

</TEXT>
</DOCUMENT>
