<PAGE>   1
                                                                  Exhibit 10.1


                              MAXXIM MEDICAL, INC.

                 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


         THIS 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (this "Plan") is
adopted by the Board of Directors (the "Board of Directors") of MAXXIM MEDICAL,
INC., a Texas corporation (the "Company"), effective this 11th day of February,
1998 (the "Adoption Date").

                              W I T N E S S E T H:

         WHEREAS, the Company believes that allowing certain non-employee
directors of the Company to obtain shares of common stock, $.001 par value
("Common Stock"), of the Company by granting stock options as hereinafter
provided is beneficial to the initial and continued success of the Company;

         NOW, THEREFORE, the Company agrees to provide for the granting of
stock options to the non-employee directors of the Company, subject to the
following conditions and provisions:

         1.      Purpose. The purpose of this Plan is to secure for the Company
and its stockholders the benefits that flow from providing its non-employee
directors with the incentive inherent in common stock ownership. The Company
recognizes that stock option plan may allow the Company to attract and retain
qualified and competent persons for service as members of the Company's Board
of Directors because of the opportunity offered to acquire a proprietary
interest in the business of the Company.

         2.      Amount of Stock. The total number of shares of Common Stock to
be subject to options granted pursuant to this Plan shall not exceed 40,000
shares. This total number of shares shall be subject to appropriate and
automatic increase or decrease under Section 11 of this Plan (without the need
for further action on the part of the Board of Directors of the Company), in
the event of a stock dividend, or upon a subdivision, split-up, combination or
reclassification of, the shares purchasable under such options, as contemplated
in Section 11.

         3.      Eligibility and Participation. Options may be granted pursuant
to this Plan only to non-employee directors of the Company (such non-employee
directors being hereinafter sometimes called "directors"). Directors who are
employees of the Company or a parent or a subsidiary of the Company shall not
be eligible to participate in this Plan.  The holder of any option granted
pursuant to this Plan shall not have any of the rights of a shareholder with
respect to the shares covered by the option until one or more certificates for
such shares shall be delivered to him upon the due exercise of the option.

         4.      Option Agreement. The terms and provisions of each option
granted under this Plan shall be as set forth in a Non-Employee Director Stock
Option Agreement (hereinafter called an "Option Agreement"), between the
Company and the director receiving such option in form and content
substantially similar to the Option Agreement attached hereto as EXHIBIT A.



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         5.      Options Shares. On the Adoption Date, the Company shall grant
to each director an option to purchase 5,000 shares of Common Stock, subject to
the provisions of Section 16 hereof.  In addition, on the date that any new
director is elected at an annual meeting of the shareholders of the Company
during the term of this Plan, the Company shall grant to each such new director
an option to purchase 5,000 shares of Common Stock.

         6.      Price. The purchase price per share of Common Stock
purchasable under options granted pursuant to this Plan on the Adoption Date
shall be Nineteen and 02/100 Dollars ($19.02).  The purchase price per share of
Common Stock purchasable under options granted pursuant to this Plan after the
Adoption Date shall be eighty-five percent (85%) of the opening price per share
of the Common Stock on the New York Stock Exchange, or such other exchange as
the Common Stock may then be traded, on the day such options are granted. The
full purchase price of shares purchased shall be paid upon exercise of the
option. The purchase price per share shall be subject to adjustment under
Section 11 of this Plan.

         7.      Exercise Period. All shares of Common Stock purchasable under
any option granted under this Plan will be purchasable after the first
anniversary of the first annual meeting of the shareholders of the Company held
after the grant of such option, provided that if the option is granted on the
date of an annual shareholders' meeting, such shares will be purchasable after
the next annual shareholders' meeting, and further provided that the director
holding such option must have served as a director of the Company at all times
from the date of grant.

         8.      Option Period. The period of time within which options granted
pursuant to this Plan must be exercised shall be a period of three (3) years
after such option first becomes exercisable. The actual expiration date stated
in an Option Agreement is hereinafter called the "Expiration Date."

         9.      Termination. Each Option Agreement will provide that:

                 (a)      If the director for any reason whatsoever, other than
         death or permanent and total disability, as defined in (b) below,
         ceases to be a director of the Company, the option may be exercised by
         the director within one (1) year after the date of such termination,
         but in no event later than the Expiration Date.

                 (b)      If the director becomes permanently and totally
         disabled, as hereinafter defined, while serving as a director of the
         Company, the option will automatically become exercisable in full and
         may be exercised by the director at any time before one (1) year after
         the date of disability or the Expiration Date, whichever is earlier.

                 "Permanently and totally disabled" means being unable to
         engage in any substantial gainful activity by reason of any medically
         determinable physical or mental impairment which can be expected to
         result in death or which has lasted or can be expected to last for a
         continuous period of not less than twelve (12) months. In the absence
         of any specific requirements for this determination, the decision of
         the Board of Directors of the Company, as aided by any physicians
         designated by the Board of 



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<PAGE>   3
         Directors shall be conclusive, and the Board of Directors shall send 
         written notice to the director of the determination that he has 
         become permanently and totally disabled.

                 (c)      In the event that the director dies while serving as
         a director of the Company, the option will automatically become
         exercisable in full and may be exercised by a legatee or legatees of
         the director under his will, or by his personal representatives or
         distributees, at any time before one (1) year after the date of death
         or the Expiration Date, whichever is earlier.

Nothing in (a), (b) or (c) shall extend the time for exercising any option
granted pursuant to this Plan beyond the Expiration Date.

         10.     Assignability. Each Option Agreement shall provide that the
option granted thereby shall not be transferable or assignable by the director
in any form or fashion, and that the option may be exercised only by the
director during his lifetime, or as otherwise expressly set forth in EXHIBIT A
hereto.

         11.     Changes in Capital Structure. Each option granted pursuant to
this Plan shall provide that if the option shall, subject to Section 12, be
exercised subsequent to any share dividend, stock split, reverse stock split,
split-up, recapitalization, merger, consolidation, combination or exchange of
shares, reorganization, or liquidation occurring after the date of the grant of
the option, as a result of which shares of any class have been issued in
respect of outstanding Common Stock or Common Stock has been changed into the
same or a different number of shares of the same or another class or classes,
then the director or directors so exercising the option shall receive, for the
aggregate price paid upon such exercise, the aggregate number and class of
shares that, if Common Stock (as authorized at the date of the grant of the
option) had been purchased at the date of the grant of the option for the same
aggregate price (on the basis of the price per share set forth in Section 6
hereof) and had not been disposed of, such director or directors would be
holding, at the time of such exercise, as a result of such purchase and all
such share dividends, stock split reverse stock split, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of
shares, reorganizations, or liquidations; provided, however, that no fractional
share shall be issued upon any such exercise, and the aggregate price paid
shall be appropriately reduced on account of any fractional share not issued.

         12.     Change in Control. Notwithstanding anything in this Plan to
the contrary, in the event of a Change in Control (as defined below), the
unexercised options outstanding under this Plan will automatically become
exercisable in full as of the effective date of such Change in Control.  In the
event of a dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, any
outstanding options hereunder may be terminated by the Company as of the
effective date of such dissolution, liquidation, merger or consolidation by
giving notice to each holder thereof of its intention to do so not less than
ten (10) days preceding such effective date and permitting the exercise until
such effective date, or the Expiration Date if earlier, of all of such
outstanding options.  Notwithstanding the preceding sentence, if the Company is
not the surviving corporation as a result of the Company being reorganized or
merged or consolidated with another corporation while unexercised options are
outstanding under this Plan, the surviving corporation may assume the
unexercised options





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outstanding under this Plan or substitute new options in the surviving
corporation for the outstanding options; provided, however, that the excess of
the aggregate fair market value of the securities subject to the options
immediately after the substitution or assumption over the aggregate option
price of such shares is not less than the excess of the aggregate fair market
value of the Common Stock subject to the outstanding option immediately before
such substitution or assumption over the aggregate option price of such Common
Stock. The existence of this Plan or of options granted hereunder shall not in
any way prevent any Change in Control transaction, and no holder of options
granted under this Plan shall have the right to prevent any such transaction.

         "Change in Control" of the Company means and shall be deemed to have
occurred if and when (i) any "person" (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934) becomes a beneficial owner, directly or
indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company's then outstanding securities; (ii)
individuals who were members of the Board of Directors of the Company
immediately prior to a meeting of the shareholders of the Company involving a
contest for the election of directors do not constitute a majority of the Board
of Directors following such election; (iii) the shareholders of the Company
approve the dissolution or liquidation of the Company; (iv) the shareholders of
the Company approve an agreement to merge or consolidate, or otherwise
reorganize, with or into one or more entities which are not subsidiaries of the
Company, as a result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity are, or are to be, owned by
former shareholders of the Company (excluding from the term "former
shareholders" a shareholder who is, or as a result of the transaction in
question becomes, an "affiliate", as that term is used in the Securities
Exchange Act of 1934 and the Rules promulgated thereunder, of any party to such
merger, consolidation or reorganization); or (v) the shareholders of the
Company approve the sale of substantially all of the Company's business and/or
assets to a person or entity which is not a subsidiary of the Company.

         13.     Registration Rights. The directors shall have no registration
rights with respect to the shares of Common Stock issuable upon exercise of the
options granted under this Plan.

         14.     Sale of Stock after Exercise of Option. Any director
exercising any option under the terms of this Plan will be required to agree
that, unless the shares obtained as a result of such exercise have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or may otherwise be sold pursuant to an available exemption from such
registration under the Securities Act, such director will not dispose of any
such shares thereafter without the prior approval of the Company.

         Unless the Company files a registration statement with respect to the
shares issuable under the Plan, the Company shall require that a legend be
placed on any share certificates issued through the exercise of any option
granted under this Plan with respect to the foregoing restrictions. Such legend
shall be placed either on the front or back of such share certificates and
shall note that the shares are governed by this Plan.

         This Plan shall be kept at the registered office of the Company and
shall be available for inspection by any appropriate party.




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         15.     Amendment of the Plan. The Board of Directors may from time to
time alter, amend, suspend or discontinue this Plan and make rules for its
administration; provided, however, that the Plan may not be amended more than
once every six (6) months, other than to conform to changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder.

         16.     Shareholder Approval. This Plan will be submitted to the
shareholders of the Corporation for approval at the 1998 Annual Meeting of
Shareholders and shall be approved by the affirmative vote of a majority of the
outstanding shares of Common Stock of the Company voted at the Meeting, in
person or by proxy, provided that the total vote cast on the proposal to adopt
the Plan (including abstentions) represents more than 50% of the total number
of shares of Common Stock outstanding on the record date set for the Meeting.
In the event that the Plan is not so approved, the Plan and all options
previously granted thereunder shall automatically terminate.

         17.     Termination Of Plan. Unless terminated earlier, this Plan
shall terminate effective the date of the 2002 Annual Meeting of Shareholders.
Any option outstanding under this Plan at the time of the termination of this
Plan shall remain in effect until such option shall have been exercised or the
Expiration Date thereof occurs, whichever is earlier.

         18.     Exhibits. EXHIBIT A (attached) is hereby incorporated into 
this Plan by reference.





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                                 EXHIBIT "A"

                            MAXXIM MEDICAL, INC.

                NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

         THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this "Agreement"),
effective as of _______________, 199__ (the Effective Date"), by and between
MAXXIM MEDICAL, INC., a Texas corporation (the "Company"), and, an individual
residing in (the "Optionee");

                              W I T N E S S E T H:

         WHEREAS, the Optionee is a member of the Board of Directors of the
Company but is neither an employee nor an executive officer of the Company on
the effective date hereof; and

         WHEREAS, in consideration of the Optionee's past service to the
Company and to provide the Optionee with additional incentive to remain as a
director of the Company, the Company has agreed to grant the Optionee options
to purchase shares of common stock, $.001 par value ("Common Stock"), of the
Company; and

         WHEREAS, by granting the Optionee options to purchase shares of Common
Stock pursuant to the terms of this Agreement, the Company intends to carry out
the purposes set forth in the 1998 Non-Employee Directors' Stock Option Plan of
the Company (the "Plan") adopted by the Board of Directors of the Company (the
"Board of Directors"); and

         WHEREAS, the Company and the Optionee desire to set forth the terms
and conditions of such options to purchase Common Stock;

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:

         1.      Grant of Option. The Company hereby grants to the Optionee the
option (the "Option") to purchase all or any part of an aggregate of Five
Thousand (5,000) shares of Common Stock (such shares, as increased or decreased
in accordance with Section 8 hereof, being referred to herein as the "Option
Shares") for a purchase price of per share (the "Exercise Price"), upon the
additional terms and conditions hereinafter set forth.

         2.      Availability of Option Shares and Term of Option. The Option
shall be fully exercisable after the first anniversary of the first annual
meeting of the shareholders of the Company held after the grant of such option,
provided that if the option is granted on the date of an annual shareholders'
meeting, such shares will be purchasable after the next annual shareholders'
meeting (the "Vesting Date"), and provided further that such vesting is
expressly conditioned upon the Optionee having served as a director of the
Company at all times from the 





<PAGE>   7

date of grant up to the date preceding the Vesting Date. The Option shall
expire and terminate as to any Option Shares not purchased by the Optionee on
or prior to the expiration of three years from the Vesting Date (the
"Expiration Date"), subject to earlier termination as set forth in Section 13.

         3.      Method of Exercising the Option. Subject to the limitations
contained in Section 2, the Option shall be exercised by the Optionee
delivering to the Company, on or prior to the Expiration Date or the date of
any earlier termination pursuant to Section 13 (i) written notice from the
Optionee stating that the Optionee is exercising the Option, and specifying the
number of Option Shares that the Optionee desires to purchase ("Notice"), and
(ii) a check payable to the order of the Company in an amount equal to the then
current Exercise Price multiplied by the number of Option Shares that the
Optionee has indicated he desires to purchase in the Notice (the "Payment").
The Option may be exercised as to all, or any whole number, of the Option
Shares exercisable as of the date of the Notice. The failure of the Optionee to
exercise the Option as to all of the Option Shares available for exercise as of
the date of the Notice shall not be deemed to be a waiver or forfeiture of the
Optionee's right to later exercise the Option as to any Option Shares not
previously purchased. For purposes of Section 2 hereof, the exercise of the
Option to purchase the Option Shares specified in the Notice shall be deemed to
have taken place on the date that Notice and Payment are actually received by
the Company in accordance with this Section 3.

         4.      Transferability of Option. The Option shall be exercisable (i)
during the Optionee's lifetime only by the Optionee, or his guardian or legal
representative, or (ii) in the event of his death, by his heirs or legatees in
accordance with his will or the laws of descent and distribution (but only to
the extent the Option would be exercisable by the Optionee under Section 2 or
as set forth in Section 13), and shall not otherwise be transferable or
assignable, in whole or in part.

         5.      Payment of Taxes upon Exercise. The Optionee understands and
acknowledges that under currently applicable law, the Optionee may be required
to include in his taxable income, at the time of exercise of the Option, the
amount by which the value of the Option Shares purchased (the "Exercise
Shares") exceeds the Exercise Price paid.  The Optionee hereby authorizes the
Company to withhold Exercise Shares of a value equivalent to the amount of tax
required to be withheld by the Company out of any taxable income derived by the
Optionee upon exercise of the Option; provided, however, that the Optionee may,
in the alternative, in order to satisfy such withholding requirement, deliver
to the Company cash or other shares of Common Stock owned by the Optionee.

         6.      Investment Representation/Securities Law Requirements. The
Optionee represents that the Option Shares available for purchase by the
Optionee under this Agreement will be acquired only for investment and not with
a view toward resale or distribution. The Optionee agrees and understands that
the Option Shares may be restricted securities as defined in Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), and, in such case, may not be sold, assigned or transferred, unless the
sale, assignment or transfer of such shares is registered under the Securities
Act and applicable blue sky laws, as now in effect or hereafter amended or
under applicable exemptions therefrom. In the case of any sale under 



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<PAGE>   8

such an exemption, the Company will require an opinion of counsel in form and
substance satisfactory to the Company from counsel acceptable to the Company
that such registrations are not required. The Optionee further understands and
agrees that, unless issued pursuant to an effective registration statement
under the Securities Act, the following legend shall be set forth on each
certificate representing Option Shares:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933 or under the blue sky laws of any
         state, and may not be sold, assigned or transferred except upon such
         registration or upon receipt by the Company of an opinion of counsel
         in form and substance satisfactory to the Company from counsel
         acceptable to the Company that such registrations are not required for
         such sale, assignment or transfer."

         7.      No Rights as Shareholder. The Optionee shall not have any
rights as a shareholder with respect to any of the Option Shares until the date
of issuance by the Company of a stock certificate to the Optionee for such
shares.  Except as otherwise provided in Section 11 hereof, the Optionee shall
not be entitled to any dividends, cash or otherwise, or any adjustment of the
Exercise Price of any of the Option Shares for such dividends, if the record
date therefor is prior to the date of issuance of such stock certificate. Upon
valid exercise of the Option by the Optionee, the Company agrees to cause a
valid stock certificate for the number of Option Shares then purchased to be
issued and delivered to the Optionee within seven (7) business days.

         8.      Corporate Proceedings of the Company. Notwithstanding anything
in this Agreement to the contrary, in the event of a Change in Control (as
defined in the Plan), the Option will automatically become exercisable in full
as of the effective date of such Change in Control. In the event of a
dissolution or liquidation of the Company or a merger or consolidation in which
the Company is not the surviving corporation, the Option may be terminated by
the Company as of the effective date of such dissolution, liquidation, merger
or consolidation by giving notice to Optionee of its intention to do so not
less than ten (10) days preceding such effective date and permitting the
exercise until such effective date, or the Expiration Date if earlier, of the
Option. Notwithstanding the preceding sentence, if the Company is not the
surviving corporation as a result of the Company being reorganized or merged or
consolidated with another corporation while the Option is outstanding, the
surviving corporation may assume the Option or substitute a new option in the
surviving corporation for the Option; provided, however, that the excess of the
aggregate fair market value of the securities subject to the options
immediately after the substitution or assumption over the aggregate option
price of such shares is not less than the excess of the aggregate fair market
value of the Option Shares immediately before such substitution or assumption
over the Exercise Price of Option Shares. The existence of the Option shall not
in any way prevent any Change of Control transaction, and Optionee shall have
no right to prevent any such transaction.

         If the Option shall be exercised subsequent to any share dividend,
stock split, reverse stock split, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, reorganization, or
liquidation occurring after the Effective Date, as a result of which shares of
any class have been issued in respect of outstanding Common Stock or Common
Stock has been changed into the same or a different number of shares of the
same or another class or classes 





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<PAGE>   9

without payment of consideration therefor, then the Optionee shall receive, for
the Exercise Price paid upon such exercise, the aggregate number and class of
shares that, if the Option Shares had been purchased at the Effective Date and
had not been disposed of, the Optionee would be holding, at the time of such
exercise, as a result of such purchase and all such share dividends, stock
split, reverse stock split, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, reorganizations, or
liquidations; provided, however, that no fractional share shall be issued upon
any such exercise, and the Exercise Price shall be appropriately reduced on
account of any fractional share not issued.

         The issuance by the Company of shares of stock of any class of
securities convertible into shares of stock of any class, including Common
Stock, or the issuance by the Company of Common Stock, for cash, property or
services rendered, either upon direct sale or upon the exercise of rights,
options or warrants to subscribe therefor, or the 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 Exercise Price of shares of Common Stock then subject
to the Option.

         9.      Notices. All notices, demands and other communications
required or permitted hereunder shall be deemed to have been properly given or
delivered when delivered personally or sent by certified or registered mail,
return receipt requested with all postage fully prepaid, addressed to the
respective parties hereto as follows:

         If to the Company:                  10300 49th Street North
                                             Clearwater, Florida 33762
                                             Attn:  President

         If to Optionee:                      __________________________________
                                              __________________________________
                                              __________________________________

Any party hereto may change the above designated address by notice to the other
party hereto of such new address given in accordance with this Section 9.

         10.     Joinder of Spouse. The Optionee's spouse is fully aware of,
understands and fully consents and agrees to the provisions of this Agreement
and its binding effect upon any interest, community or otherwise, she may have
in any of the Option Shares or this Agreement, and she hereby evidences such
awareness, understanding, consent and agreement by execution of this Agreement.

         11.     Fractional Shares. Notwithstanding any other provision of this
Agreement, the Company shall not be required to issue any fractional shares,
and to the extent that the terms hereof would otherwise require such issuance
of fractional shares, the number of shares actually issued shall be rounded
down to the nearest whole share.

         12.     Transferability; Binding Effect. The Option shall be
exercisable only by the persons described in Section 4. Subject to the
foregoing, all covenants, terms, agreements and 





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<PAGE>   10

conditions of this Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the Company and the Optionee and their respective heirs,
executors, administrators, successors and assigns.

         13.     Termination.

                 (a)      If the Optionee for any reason whatsoever, other than
         death or permanent and total disability, as defined in (b) below,
         ceases to be a director of the Company, the option may be exercised by
         the director within one (1) year after the date of such termination,
         but in no event later than the Expiration Date.

                 (b)      If the Optionee becomes permanently and totally
         disabled, as hereinafter defined, while serving as a director of the
         Company, the Option will automatically become exercisable in full and
         may be exercised by the Optionee at any time before one (1) year after
         the date of disability or the Expiration Date, whichever is earlier.

                 "Permanently and totally disabled" means being unable to
         engage in any substantial gainful activity by reason of any medically
         determinable physical or mental impairment which can be expected to
         result in death or which has lasted or can be expected to last for a
         continuous period of not less than twelve (12) months. In the absence
         of any specific requirements for this determination, the decision of
         the Company, as aided by any physicians designated by the Company,
         shall be conclusive and the Company shall send written notice to the
         Optionee of the determination that the Optionee has become permanently
         and totally disabled.

                 (c)      In the event that the Optionee dies while serving as
         a director of the Company, the option will automatically become
         exercisable in full and may be exercised by a legatee or legatees of
         the Optionee under the Optionee's will, or by the Optionee's personal
         representatives or distributees, at any time before one (1) year after
         the date of death or the Expiration Date, whichever is earlier, and if
         not so exercised, the Option shall thereupon terminate.

         Nothing in (a), (b) or (c) shall extend the time for exercising the
Option granted pursuant to this Agreement beyond the Expiration Date.

         14.     Shareholder Approval. The Option granted pursuant to this
Agreement is subject to the approval of the Plan by the shareholders of the
Corporation at the 1998 Annual Meeting of Shareholders, as set forth in the
Plan.  In the event that the Plan is not so approved, this Agreement shall
automatically terminate and the Optionee shall have no further rights
hereunder.

         15.     Entire Agreement. This Agreement embodies the entire agreement
and understanding between the Company and the Optionee and their respective
heirs, executors, administrators, successors and assigns.

         16.     Governing Law. This Agreement shall be governed by the laws of
the State of Texas, and the laws of the United States applicable in Texas.




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<PAGE>   11

         17.     Captions. The Section headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of the Agreement.

         18.     Counterparts. This Agreement may be executed in multiple
original counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.

         IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date first written above, to be effective as of the Effective Date.

                                     COMPANY:

                                     MAXXIM MEDICAL, INC.,
                                     a Texas corporation


                                     By:
                                        ---------------------------------
                                        Kenneth W. Davidson, President

                                     OPTIONEE:


                                     ------------------------------------
                                     Optionee


                                     ------------------------------------
                                     Spouse of Optionee





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