EXHIBIT 4.1


                PHOENIX INTERNATIONAL INDUSTRIES, INC.


                         AMENDED AND RESTATED
                        1996 STOCK OPTION PLAN

1.	PURPOSE. The purpose of this Plan is to promote the success of
the Company by providing a method whereby (i) eligible employees and
directors of  the Company and its Subsidiaries and Affiliates and (ii)
independent  contractors and consultants providing services to the
Company or its  Subsidiaries or its Affiliates may be awarded
additional remuneration for  services rendered and encouraged to
invest in capital stock of the Company,  thereby increasing their
proprietary interest in the Company's businesses,  encouraging them to
remain in the employ or directorship of the Company or  its
Subsidiaries, and increasing their personal interest in the continued
success and progress of the Company or its Subsidiaries. The Plan is
also  intended to aid (i) in attracting persons of exceptional ability
to become  directors, officers and employees of the Company and its
Subsidiaries and  Affiliates and (ii) inducing independent contractors
to agree to provide  services to the Company and its Subsidiaries and
Affiliates.

2.	DEFINITIONS. Capitalized terms used in the Plan shall have the
following meanings (whether used in the singular or plural):

	"AFFILIATE" of the Company means any corporation, partnership, or
other business association that, directly or indirectly, through one
or more  intermediaries, controls, is controlled by, or is under
common control with  the Company.

	"AGREEMENT" means a stock option agreement, as any such Agreement
may be supplemented or amended from time to time.

	"APPROVED TRANSACTION" means any transaction in which the Board
(or,  if approval of the Board is not required as a matter of law, the
stockholders  of the Company) shall approve that constitutes (i) any
consolidation or  merger of the Company, or binding share exchange,
pursuant to which shares of  Common Stock would be changed or
converted into or exchanged for cash,  securities or other property,
other than any such transaction in which the  common stockholders of
the Company immediately prior to such transaction have  the same
proportionate ownership of the common stock of, and voting power  with
respect to, the surviving corporation immediately after such
transaction, (ii) any merger, consolidation or binding share exchange
to  which the Company is a party as a result of which the persons who
are common  stockholders of the Company immediately prior thereto have
less than a  majority of the combined voting power of the outstanding
capital stock of the  Company ordinarily (and apart from the rights
accruing under special  circumstances) having the right to vote in the
election of directors  immediately following such merger,
consolidation or binding share exchange,  (iii) the adoption of any
plan or proposal for the liquidation or dissolution  of the Company,
or (iv) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially  all, of the assets of the Company.

	"AWARD" means a grant of Options under this Plan.

	"BOARD" means the Board of Directors of the Company.

	"CODE" means the Internal Revenue Code of 1986, as amended from
time  to time, or any successor statue or statues thereto. Reference
to any  specific Code section shall include any successor section.

	"COMMITTEE" means the committee of the Board appointed pursuant
to  section 5.1 to administer the Plan.

	"COMMON STOCK" means (i) the Common Stock, $.01 par value per
share,  of the Company or (ii) any other class or designation of
common stock that  the Company may authorize anytime in the future,
including, without  limitation, a non-voting common stock.

	"COMPANY" means Phoenix International Industries, Inc., a Florida
corporation.


                                -1-


<PAGE>    Exhibit 4.1 - Pg.1


	"DISABILITY" means the inability 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 12 months.

	"DOMESTIC RELATIONS ORDER" means a domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security  Act, or the rules thereunder.

	"EFFECTIVE DATE" means the date on which the Plan becomes
effective  pursuant to section 3.

	"EQUITY SECURITY" shall have the meaning ascribed to such term in
Section 3(a)(11) of the Exchange Act, and an equity security of an
issuer  shall have the meaning ascribed thereto in Rule 16a-1
promulgated under the  Exchange Act, or any successor Rule.

	"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended  from time to time, or any successor statute or statutes
thereto. Reference to  any specific Exchange Act section shall include
any successor section.

	"FAIR MARKET VALUE" of a share of the Common Stock on any day
means  the fair market value of the Common Stock as determined in good
faith by the  Committee on the basis of such considerations as the
Committee deems  appropriate; PROVIDED, that if the Common Stock
becomes a listed security,  the "FAIR MARKET VALUE" of a share of
Common Stock on any day will mean the  last sale price (or, if no last
sale price is reported, the average of the  high bid and low asked
prices) for a share of Common Stock on such day (or,  if such day is
not a trading day, on the next preceding trading day) as  reported on
NASDAQ or, if not reported on NASDAQ, as quoted by the National
Quotation Bureau Incorporated, or if the Common Stock is listed on an
exchange, on the principal exchange on which the Common Stock is
listed;  PROVIDED, FURTHER, that if for any day the Fair Market Value
of a share of  Common Stock, is not determinable by any of the
foregoing means, then the  Fair Market Value for such day shall be
determined in good faith by the  Committee on the basis of such
quotations and other considerations as the  Committee deems
appropriate.

	"HOLDER" means an employee or director of the Company or a
Subsidiary or an independent contractor or consultant who has received
an  Award under this Plan.

	"INCENTIVE STOCK OPTION" means a stock option granted under
section  7 that is designated as such in the related Agreement and
that qualifies as  such within the meaning of Section 422 of the Code.

	"NONQUALIFIED STOCK OPTION" means (a) a stock option granted
under  section 7 that is designated
as such in the related Agreement or (b) a stock option granted under
section  7 designated as an Incentive Stock Option in the related
Agreement but that  does not qualify as such under the Code or for any
other reason.

	"OPTION" means any Incentive Stock Option or Nonqualified Stock
Option.

	"PLAN" means the Phoenix International Industries, Inc. Amended
and Restated  2001 Stock Plan.

	"SECURITIES ACT" means the Securities Act of 1933, as amended
from  time to time, or any successor statute or statutes thereto.
Reference to any  specific Securities Act section shall include any
successor section.

	"SUBSIDIARY" of the Company means any present or future
subsidiary  (as defined in Section 424(f) of the Code) of the Company
or any business  entity in which the Company owns directly or
indirectly, 50% or more of the  voting, capital or profits interests.
An entity shall be deemed a subsidiary  of the Company for purposes of
this definition only for such periods as the  requisite ownership or
control relationship is maintained.

3.	EFFECTIVE DATE The Plan shall be subject to, and become effective
upon, the approval by the affirmative vote of the holders of at least
a  majority of the outstanding shares of capital stock of the Company.



                                -2-

<PAGE>    Exhibit 4.1 - Pg.2


4.	SHARES SUBJECT TO THE PLAN

	4.1	NUMBER OF SHARES. Subject to the provisions of this section
4, the maximum number of shares of Common Stock with respect to which
Awards  may be granted during the term of the Plan shall be 10,000,000
and will be  made available from the authorized but unissued shares of
the Company. The  shares of Common Stock subject to any Award granted
under the Plan that shall  expire, terminate or be annulled for any
reason with out having been  exercised (or considered to have been
exercised as provided in section 7),  shall again be available for
purposes of the Plan.

	4.2	ADJUSTMENTS. If the Company subdivides its outstanding
shares of Common Stock into a greater number of shares of Common Stock
(by  stock dividend, stock split, reclassification or otherwise) or
combines its  outstanding shares of Common Stock into a similar number
of shares of Common  Stock (by reverse stock split, reclassification
or otherwise), or if the  Committee determines that any stock
dividend, extraordinary cash dividend,  reclassification,
recapitalization, reorganization, split-up, spin-off,  combination,
exchange of shares, rights offering to purchase Common Stock, or
other similar corporate event (including mergers or consolidations
other than  those which constitute Approved Transactions) affects the
Common Stock such  that an adjustment is required in order to preserve
the benefits or potential  benefits intended to be made available
under this Plan, then the Committee  shall, in its sole discretion and
in such manner as the Committee may deem  equitable and appropriate,
make such adjustments to any or all of (i) the  number and kind of
shares which thereafter may be optioned or otherwise made  subject to
the benefits contemplated by the Plan, (ii) the number and kind of
shares subject to outstanding Awards, and (iii) the purchase or
exercise  price with respect to any of the foregoing, provided, that
the number of  shares subject to any Award shall always be a whole
number. The Committee  may, if deemed appropriate, provide for a cash
payment to any Holder of an  Award in connection with any adjustment
made pursuant to this section 4.2.

5.	ADMINISTRATION.

	5.1	COMMITTEE. The Plan shall be administered by the
Compensation Committee of the Board unless a different committee is
appointed  by the Board. The Committee shall be comprised of not less
than two persons.  The Committee shall select one of its members as
its chairman and shall hold  its meetings at such times and places as
it shall deem advisable. A majority  of its members shall constitute a
quorum and all determinations shall be made  by a majority of such
quorum.

	5.2	POWERS. The Committee shall have full power and authority
to grant to eligible persons Options under the Plan, to determine the
terms  and conditions (which need not be identical) of all Awards so
granted, to  interpret the provisions of the Plan and any Agreements
relating to Awards  granted under the Plan, and to supervise the
administration of the Plan. The  Committee in making an Award may
provide for the granting or issuance of  additional, replacement or
alternative Awards upon the occurrence of  specified events, including
the exercise of the original Award. The Committee  shall have sole
authority in the selection of persons to whom Awards may be  granted
under the Plan and in the determination of the timing, pricing and
amount of any such Award, subject only to the express provisions of
the Plan.

	5.3	INTERPRETATION. The Committee is authorized, subject to the
provisions of the Plan, to establish, amend and rescind such rules and
regulations as it deems necessary or advisable for the proper
administration  of the Plan and to take such other action in
connection with or in relation  to the Plan as it deems necessary or
advisable. Each action and determination  made or taken pursuant to
the Plan by the Committee, including any  interpretation or
construction of the Plan, shall be final and conclusive for  all
purposes and upon all persons. No member of the Committee shall be
liable  for any action or determination made or take by him or the
Committee in good  faith with respect to the Plan.

6.	ELIGIBILITY. The persons who shall be eligible to participate in
the Plan and to receive Awards under the Plan shall be such employees
(including  officers and directors), non-employee directors,
independent contractors or  consultants of the Company, its
Subsidiaries or Affiliates as the Committee  shall select.



                                -3-


<PAGE>    Exhibit 4.1 - Pg.3


7.	STOCK OPTIONS.

	7.1	GRANT OF OPTIONS. Subject to the limitations of the Plan,
the Committee shall designate from time to time those eligible persons
to be granted Options, the time when each Option shall be granted to
such eligible  persons, the number of shares subject to such Option,
whether such Option is an Incentive Stock Option or a Nonqualified
Stock Option, the purchase price  of the shares of Common Stock
subject to such Option and the term of such  Option. Subject to the
other provisions of the Plan, the same person may  receive Incentive
Stock Options and Nonqualified Stock Options at the same  time and
pursuant to the same Agreement, provided that Incentive Stock  Options
and Nonqualified Stock Options are clearly designated as such.

	7.2	EXERCISE OF OPTIONS. An Option granted under the Plan shall
become (and remain) exercisable during the term of the Option to the
extent provided in the applicable Agreement and this Plan and, unless
the Agreement  otherwise provides, may be exercised to the extent
exercisable, in whole or  in part, at any time and from time to time
during such term; PROVIDED, that  subsequent to the grant of an
Option, the Committee, at any time before  complete termination of
such Option, may  accelerate the time or time at which such Option may
be exercised in whole or  in part (without reducing the term of such
Option).

	7.3	MANNER OF EXERCISE.

	(a)	FORM OF PAYMENT. An Option shall be exercised by
written notice to the Company in accordance with the Agreement and
such other  procedures as the Committee may establish from time to
time. The method or  methods of payment of the purchase price for the
shares to be purchased upon  exercise of an Option and of any amounts
required by section 9.10 may consist  of (i) cash, (ii) a check, (iii)
a promissory note, (iv) whole shares of  Common Stock already owned by
the Holder, (v) the withholding of shares of  Common Stock issuable
upon such exercise of the Option, (vi) the delivery,  together with a
properly executed exercise notice, of irrevocable  instructions to a
broker to deliver promptly to the Company the amount of  sale or loan
proceeds required to pay the purchase price, (vii) any  combination of
the foregoing methods of payment, or such other consideration  and
method of payment as may be permitted for the issuance of shares under
Florida Law, unless the Committee determines otherwise in the
applicable Agreement.

	(b)	VALUE OF SHARES. Shares of Common Stock delivered in
payment of all or any part of the amounts payable in connection with
the  exercise of an Option, and shares of Common Stock withheld for
such payment,  shall be valued for such purpose at their Fair Market
Value as of the  exercise date.

	(c)	ISSUANCE OF SHARES. The Company shall effect the
transfer of the shares of Common Stock purchased under the Option as
soon as  practicable after the exercise thereof and payment in full of
the purchase  price therefor and of any amounts required by section
9.10, and within a  reasonable time thereafter such transfer shall be
evidenced on the books of  the Company. No Holder or other person
exercising an Option shall have any of  the rights of a stockholder of
the Company with respect to shares of Common  Stock subject to an
Option granted under the Plan until due exercise and full  payment has
been made to and accepted by the Company. No adjustment shall be  made
for cash dividends or other rights for which the record date is prior
to  the date of such due exercise and full payment.

	7.4	NONTRANSFERABILITY. Unless otherwise determined by the
Committee and provided in the applicable Agreement, Options shall not
be  transferable other than by will or the laws of descent and
distribution or  pursuant to a domestic relations order and, except as
otherwise required  pursuant to a domestic relations order, Options
may be exercised during the  lifetime of the Holder thereof only by
such Holder (or his or her court  appointed legal representative).

8.	GENERAL PROVISIONS

	8.1	ACCELERATION OF OPTIONS. If a Holder's employment shall
terminate by reason of death or Disability, each outstanding Option
granted  under the Plan shall immediately become exercisable in full
in respect of the  aggregate number of shares covered thereby,
notwithstanding anything to the  contrary in the Plan, unless the
applicable Agreement provides otherwise.


                                -4-


<PAGE>    Exhibit 4.1 - Pg. 4


	8.2	TERMINATION OF EMPLOYMENT.


	(a)	GENERAL. Subject to an applicable Agreement, if a
Holder's employment with the Company or a Subsidiary or Affiliate
shall be  terminated by the Company or such Subsidiary or Affiliate
for any reason  prior to the exercise of any Option, then all Options
held by such Holder shall immediately terminate; provided, that if
such Holder's employment  terminates for any other reason other than
cause, such Option shall remain  exercisable for a period of one year
following such termination (but not  later than the scheduled
expiration of such Option) if and to the extent such  Option was
exercisable on the date of such termination.

	For these purposes of this Agreement, "cause" shall have the
meaning  ascribed thereto in any employment agreement to which such
Holder is a party  or, in the absence thereof, shall include but not
be limited to,  insubordination, dishonesty, incompetence, moral
turpitude, other misconduct  of any kind or the refusal to perform his
duties and responsibilities for any  reason other than illness or
incapacity.

	(b)	MISCELLANEOUS. The Committee may determine whether any
given leave of absence constitutes a termination of employment.

	8.3	RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained
in the Plan or in any Award, and no action of the Company or the
Committee  with respect thereto, shall confer or be construed to
confer on any Holder  any right to continue in the employ of the
Company or any of its Subsidiaries  or Affiliates or interfere in any
way with the right of the Company or a  Subsidiary or Affiliate to
terminate the employment of the Holder at any  time, with or without
cause.

	8.4	NONALIENATION OF BENEFITS. No right or benefit under the
Plan shall be subject to alienation, sale, assignment, hypothecation,
pledge,  exchange, transfer, encumbrance or charge, and any attempt to
alienate, sell,  assign, hypothecate, pledge, exchange, transfer,
encumber or charge the same  shall be void. No right or benefit
hereunder shall in any manner be liable  for or subject to the debts,
contracts, liabilities or torts of the person  entitled to such
benefits.

	8.5	WRITTEN AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a stock option agreement which shall designate
the  Options granted thereunder as Incentive Stock Options or
Nonqualified Stock  Options, in such form and containing such terms
and provisions not  inconsistent with the provisions of the Plan as
the Committee from time to  time shall approve. Any such agreement may
be supplemented or amended from  time to time as approved by the
Committee as contemplated by section 9.8(b).

	8.7	BRING-ALONG; TAG-ALONG; RIGHT OF FIRST REFUSAL.

	(a)	BRING-ALONG. So long as the Common Stock beneficially
owned by any Holder is not registered under the Securities Act,  in
the event of an Approved Transaction, upon delivering a written notice
to  a Holder, the Board or the Committee may elect (but shall not have
the  obligation) to require such Holder to sell or otherwise dispose
of (and  thereupon, such Holder shall sell or otherwise dispose of)
all but not less  than all of the Common Stock of such Holder in
accordance with the same terms  and conditions set forth in the
definitive agreement memorializing such  Approved Transaction.

	(b)	TAG-ALONG. So long as the Common Stock beneficially
owned by any Holder is not registered under the Securities Act, in the
event  of an Approved Transaction, upon delivering a written notice to
the Company,  a Holder may elect (but shall not have the obligation)
to require the Company  to include or cause to be included all but not
less than all the Common Stock  beneficially owned by such Holder in
the sale or other disposition of (and  thereupon, such the Company
shall or shall cause such Common stock to be  included in the sale or
other disposition) Common Stock pursuant to and in  accordance with
the same terms and conditions set forth in the definitive  agreement
memorializing such Approved Transaction.


                                -5-


<PAGE>    Exhibit 4.1 - Pg. 5


(c)	RIGHT OF FIRST REFUSAL. So long as the Common Stock
beneficially owned by any Holder is not registered under the
Securities Act,  if a Holder has a firm offer or acceptance (a "BUYER
OFFER") from a person (a  "PROSPECTIVE BUYER") to purchase or have
transferred to it any shares of such  Holder's Common Stock, such
Holder may not sell or transfer such Common Stock  to such Prospective
Buyer until such Holder shall have offered (such offer  being referred
to herein as a "COMPANY OFFER") such Common Stock to the  Company upon
the same terms and conditions as such Buyer Offer; and the  Company
shall have 20 calendar days (the "ACCEPTANCE PERIOD") to accept such
Company Offer. If the Company rejects the Company Offer or fails to
accept  the Company Offer during the Acceptance Period, such Holder
may sell or  transfer such Common Stock to the Prospective Buyer in
accordance with the  terms and conditions of the Buyer Offer within 20
calendar days after the  earlier of such rejection and expiration of
the Acceptance Period; PROVIDED,  that as a condition to such sale or
transfer, the Holder shall require to  Prospective Buyer to execute
and deliver to the Company (A) a joinder  agreement (a "JOINDER
AGREEMENT"), in form and substance acceptable to the  Company whereby
the Prospective Buyer agrees to be bound by the terms of this  section
9.7 of the Plan as if the Prospective Buyer were such Holder (except
that such Prospective Buyer may not avail itself to section 9.7(e) or
any  provision in the Holder's Agreement without the express prior
written consent  of the Board or the Committee), and (B) a certificate
(a "NON-COMPETITION  CERTIFICATE") in form and substance satisfactory
to the Company certifying  that the Prospective Buyer is not directly
or indirectly a competitor of the  Company, an affiliate of any
competitor of the Company, or an equityholder,  creditor, officer,
director, employee or consultant of any such competitor or  affiliate
of any competitor (collectively a "COMPETITOR") and shall not  become
a direct or indirect Competitor at anytime the Prospective Buyer owns
or beneficially owns any Common Stock. Any attempted sale or transfer
of  Common Stock by a Holder in violation of this section 9.7 shall be
null and  void.

	(d)	LEGENDS. Certificates representing shares issued upon
exercise of Options shall bear a restrictive legend to the effect that
transferability of such shares are subject to the restrictions
contained in  the Plan and the applicable Agreement and the Company
may cause the transfer agent for the Common Stock to place a stop
transfer order with respect to  such shares.

	(e)	NON-APPLICABILITY ELECTION. An Agreement may contain a
provision to the effect that one or more of clauses (a) through (e)
of this Section 9.7 shall not apply to Holder in respect of the Common
Stock  underlying the Awards granted to such Holder pursuant to such
Agreement.

	8.8	TERMINATION AND AMENDMENT.

	(a)	GENERAL. Unless the Plan shall theretofore have been
terminated as hereinafter provided, no Awards may be made under the
Plan  on or after the tenth anniversary of the Effective
Date. The Board or the Committee may at any time prior to the tenth
anniversary of the Effective Date terminate the Plan, and may, from
time to  time, suspend or discontinue the Plan or modify or amend the
Plan in such  respects as it shall deem advisable.

	(b)	MODIFICATION. No termination, modification or amendment
of the Plan may, without the consent of the person to whom any  Award
shall theretofore have been granted (i) adversely affect the rights of
such person with respect to such Award or (ii) unless the same is
consistent  with the provisions of the Plan. With the consent of the
Holder and subject  to the terms and conditions of the Plan, the
Committee may amend outstanding  Agreements with any Holder, including
any amendment which would extend the  scheduled expiration date of the
Award. Without limiting the generality of  the foregoing, the
Committee may, but solely with the Holder's consent unless  otherwise
provided in the Agreement, agree to cancel any Award under the Plan
and issue a new Award in substitution therefor, provided that the
Award so  substituted shall satisfy all of the requirements of the
Plan as of the date  such new Award is made. Nothing contained in the
foregoing provisions of this  section 9.8(b) shall be construed to
prevent the Committee from providing in  any Agreement that the rights
of the Holder with respect to the Award  evidenced thereby shall be
subject to such rules and regulations as the  Committee may, subject
to the express provisions of the Plan, adopt from time  to time, or
impair the enforceability of any such provision.

	8.9	GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company with respect to Awards shall be subject to all applicable
laws, rules  and regulations and such approvals by any governmental
agencies as may be  required, including, without limitation, the
effectiveness of any  registration statement required under the
Securities Act of 1933, and the  rules and regulations of any
securities exchange or association on which the  Common Stock may be
listed or quoted.


                                -6-


<PAGE>    Exhibit 4.1 - Pg. 6


	8.10	WITHHOLDING. The Company's obligation to deliver shares of
Common Stock or pay cash in respect of any Award under the Plan shall
be  subject to applicable federal, state and local tax withholding
requirements.  Federal, state and local withholding tax due at the
time of an Award, upon  the exercise of any Option, may, in the
discretion of the Committee, be paid  in shares of Common Stock
already owned by the Holder or through the  withholding of shares
otherwise issuable to such Holder, upon such terms and  conditions
(including, without limitation, the conditions referenced in  section
7.5) as the Committee shall determine. If the Holder shall fail to
pay, or make arrangements satisfactory to the Committee for the
payment, to  the Company of all such federal, state and local taxes
required to be  withheld by the Company, then the Company shall, to
the extent permitted by  law, have the right to deduct from any
payment of any kind otherwise due to  such Holder an amount equal to
any federal, state or local taxes of any kind  required to be withheld
by the Company with respect to such Award.

	8.11	NON-EXCLUSIVITY OF THE PLAN. Neither the adoption of the
Plan by the Board nor the submission of the Plan to the stockholders
of the  Company for approval shall be construed as creating any
limitations on the  power of the Board to adopt such other incentive
arrangements as it may deem  desirable, including, without limitation,
the granting of stock options and  the awarding of stock and cash
otherwise then under the Plan, and such  arrangements may be either
generally applicable or applicable only in  specific cases.

	8.12	EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION. By
acceptance of an Award, unless otherwise provided in the applicable
Agreement, each Holder shall be deemed to have agreed that such Award
is  special incentive compensation that will not be taken into
account, in any  manner, as salary, compensation or bonus in
determining the amount of any  payment under any pension, retirement
or other employee benefit plan, program  or policy of the Company or
any Subsidiary. In addition, each beneficiary of  a deceased Holder
shall be deemed to have agreed that such Award will not  affect the
amount of any life insurance coverage, if any, provided by the
Company on the life of the Holder which is payable to such beneficiary
under  any life insurance plan covering employees of the Company or
any Subsidiary.

	8.13	UNFUNDED PLAN. Neither the Company nor any Subsidiary shall
be required to segregate any cash or any shares of Common Stock which
may at  any time be represented by Awards and the Plan shall
constitute an "unfunded"  plan of the Company.

	8.14	GOVERNING LAW. The Plan shall be governed by, and construed
in accordance with, the laws of the State of Florida.

	8.15	ACCOUNTS. The delivery of any shares of Common Stock and
the payment of any amount in respect of an Award shall be for the
account of  the Company or the applicable Subsidiary or Affiliates, as
the case maybe,  and any such delivery or payment shall not be made
until the recipient shall  have paid or made satisfactory arrangements
for the payment of any applicable  withholding taxes as provided in
section 9.10.

	8.16	LEGENDS. In addition to any legend contemplated by section
9.7, each certificate evidencing Common Stock subject to an Award
shall bear  such legends as the Committee deems necessary or
appropriate to reflect or  refer to any terms, conditions or
restrictions of the Award applicable to  such shares, including,
without limitation, any to the effect that the shares  represented
thereby may not be disposed of unless the Company has received an
opinion of counsel, acceptable to the Company, that such disposition
will not  violate any federal or state securities laws.

	8.17	COMPANY'S RIGHTS. The grant of Awards pursuant to the Plan
shall not affect in any way the right or power of the Company to make
reclassifications, reorganizations or other changes of or to its
capital or  business structure or to merge, consolidate, liquidate,
sell or otherwise  dispose of all or any part of its business or
assets.



                              -7-


<PAGE>    Exhibit 4.1 - Pg. 7


             PHOENIX INTERNATIONAL INDUSTRIES, INC.
                       1750 Osceola Drive
                West Palm Beach, Florida 33409

                        February __, 2001


[INSERT EMPLOYEE NAME]
[INSERT ADDRESS]


Dear [EMPLOYEE FIRST NAME]:

	You are hereby granted the option to purchase ___________ shares
of the Company's common stock (the "Common Stock") at an exercise
Price equal to 55% of the three day average closing bid price prior to
the date of notice of your exercise, as provided for in the Employee
Option Agreement of the AMENDED AND RESTATED
1996 STOCK OPTION PLAN.  This letter  agreement supersedes any and all
prior agreements between you and the Company  concerning stock
options.

	These options may be exercised in whole or in part, from time to
time, in accordance with the vesting schedule below, and expire ten
years from the date hereof, except as otherwise provided in the Plan.
The vesting  schedule is as follows:

    _________ options become exercisable on ____________
    An additional ________ options become exercisable on ___________
    An additional ________ options become exercisable on _________

	To buy shares of Common Stock pursuant to this agreement you must
deliver to the Company a completed exercise notice in the form
attached and  accompanied by payment of the exercise price.

	You may not sell, give or otherwise transfer, to any person or
entity any of your rights under this agreement, except that you may
transfer  them under a will or otherwise under the laws of descent and
distribution.  During your lifetime, only you or your legal
representative may exercise  these options.

	Securities laws generally limit whether and how you may sell the
Common Stock you acquire upon exercise of your options. The Plan also
contains certain other restrictions on the transferability of the
stock that  you purchase upon exercise of your options. The stock
certificates issued to  you may bear an appropriate legend reflecting
those restrictions and that the  Common Stock represented by the
certificate is subject to the terms and  conditions of this agreement
and the Plan. When any option is exercised, the  Company may require
you to confirm that you are buying the Common Stock for investment
purposes without  the intent to distribute or sell it, if the Company
determines that such a  representation is advisable under applicable
securities laws.

	These options are granted to you pursuant to the Plan and are
intended to be incentive stock options as described in the Internal
Revenue  Code of 1986, as amended. You should consult your tax advisor
now to  determine factors that may impact the tax consequence of this
option, as well  as prior to each exercise of this option. This is not
an employment agreement  and does not increase or decrease the
Company's obligation, if any, to employ  you as in effect prior
hereto. This agreement shall be governed by the  internal laws of the
State of New York.

	Your signature in the space below will signify your acceptance of
the terms of this agreement.

                           Sincerely,


                           Thomas Donaldson

ACCEPTED, AGREED TO AND ACKNOWLEDGED,
THIS __ DAY OF FEBRUARY,  2001


By_____________________________________________




<PAGE>    Exhibit 4.1 - Pg. 8


                             EXERCISE NOTICE


To:  Phoenix International Industries, Inc.
Attention:  Chief Financial Officer




The undersigned hereby irrevocably elects to exercise __________
options to  purchase _____ shares of common stock of Phoenix
International Industries, Inc., a Florida corporation, under a Stock
Option Agreement dated February ___,  2001, and to purchase the common
stock issuable upon exercise thereof for a  total of $_________ (equal
to 55% of the three day average closing bid price prior to the date of
notice of your exercise). Stock certificates should be issued in  the
name of the undersigned and delivered to the address set forth below.



________________________________      ________________________________________
[Please Sign Name]                    [Please  provide Social Security Number]


________________________________
[Please Print Name]


________________________________

________________________________

________________________________
[Please Print Address]



<PAGE>    Exhibit 4.1 - Pg. 9