1997 Directors' Stock Option Plan

CUIDAO HOLDING CORP.


1997 DIRECTORS' STOCK OPTION PLAN


1. Purposes of the Plan. The purposes of this Directors' Stock Option Plan are to attract and retain the best available personnel for service as Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board.


All options granted hereunder shall be "nonstatutory stock options".


2. Definitions. As used herein, the following definitions shall apply:


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


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


(c) "Common Stock" means the Common Stock of the Company.


(d) "Company" means Cuidao Holding Corp., a Florida corporation.


(e) "Continuous Status as a Director" means the absence of any interruption or termination of service as a Director.


(f) "Director" means a member of the Board.


(g) "Employee" means any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director's fee by the Company shall not be sufficient to constitute "employment" by the Company.


(h) "Exchange Act" means the Securities Exchange Act of 1934, as amended.


(i) "Option" means a stock option granted pursuant to the Plan. All options shall be nonstatutory stock options (i.e., options that are not intended to qualify as incentive stock options under Section 422 of the Code).


(j) "Optioned Stock" means the Common Stock subject to an Option.


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(k) "Optionee" means an Outside Director who receives an Option.


(l) "Outside Director" means a Director who is not an Employee.


(m) "Parent" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code.


(n) "Plan" means this 1997 Directors' Stock Option Plan.


(o) "Share" means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.


(p) "Subsidiary" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code.


3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares which may be optioned and sold under the Plan is 250,000 shares (the "Pool") of Common Stock.


If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. If Shares which were acquired upon exercise of an Option are subsequently repurchased by the Company, such Shares shall not in any event be returned to the Plan and shall not become available for future grant under the Plan.


4. Administration of and Grants of Options under the Plan.


(a) Administrator. Except as otherwise required herein, the Plan shall be administered by the Board.


(b) Procedure for Grants. All grants of Options hereunder shall be automatic and nondiscretionary and shall be made strictly in accordance with the following provisions:


(i) No person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of Shares to be covered by Options granted to Outside Directors.


(ii) Each Outside Director shall be automatically granted an Option to purchase Shares (the "First Option") as follows: (A) with respect to persons who are Outside Directors on the effective date of this Plan, as determined in accordance with Section 6 hereof, 1,000 shares on such effective date, and (B) with respect to any other person, 500 shares on the date on which such person first becomes an Outside Director,


2 3 whether through election by the shareholders of the Company or appointment by the Board of Directors to fill a vacancy.


(iii) After the First Option has been granted to an Outside Director, such Outside Director shall thereafter be automatically granted an Option to purchase 500 Shares (a "Subsequent Option") on January 1 of each year, with the first such grant being made on January 1, 1998, provided that, on such date, he or she shall have served on the Board for at least six (6) months prior to the grant of such Subsequent Option.


(iv) Notwithstanding the provisions of subsections (ii) and (iii) hereof, in the event that a grant would cause the number of Shares subject to outstanding Options plus the number of Shares previously purchased upon exercise of Options to exceed the Pool, then each such automatic grant shall be for that number of Shares determined by dividing the total number of Shares remaining available for grant by the number of Outside Directors receiving an Option on such date on the automatic grant date. Any further grants shall then be deferred until such time, if any, as additional Shares become available for grant under the Plan through action of the shareholders to increase the number of Shares which may be issued under the Plan or through cancellation or expiration of Options previously granted hereunder.


(v) Notwithstanding the provisions of subsections (ii) and (iii) hereof, any grant of an Option made before the Company has obtained shareholder approval of the Plan in accordance with Section 17 hereof shall be conditioned upon obtaining such shareholder approval of the Plan in accordance with Section 17 hereof.


(vi) The terms of each First Option granted hereunder shall be as follows:


(1) the First Option shall be exercisable only while the Outside Directors remains a Director of the Company, except as set forth in Section 9 hereof.


(2) the exercise price per Share shall be 100% of the fair market value per Share on the date of grant of the First Option, determined in accordance with Section 8 hereof.


(3) the First Option shall become exercisable in installments cumulatively as to 25% of the Shares subject to the First Option on each of the first, second, third and fourth anniversaries of the date of grant of the Option.


(vii) The terms of each Subsequent Option granted hereunder shall be as follows:


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(1) the Subsequent Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Section 9 hereof.


(2) the exercise price per Share shall be 100% of the fair market value per Share on the date of grant of the Subsequent Option on the first anniversary of the date of grant of the Subsequent Option.


(c) Powers of the Board. Subject to the provisions and restrictions of the Plan, the Board shall have the authority in its discretion: (i) to determine, upon review of relevant information and in accordance with Section 8(b) of the Plan, the fair market value of the Common Stock;(ii) to determine the exercise price per share of Options to be granted, which exercise price shall be determined in accordance with Section 8(a) of the Plan; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted hereunder; and (vi) to make all other determinations deemed necessary or advisable for the administration of the Plan.


(d) Effect of Board's Decision. A ...