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                          21st CENTURY HOLDING COMPANY


                  3661 West Oakland Park Boulevard, Suite 300
                           Lauderdale Lakes, FL 33313

                  2001 FRANCHISE PROGRAM STOCK OPTION AGREEMENT

      THIS AGREEMENT  CERTIFIES  THAT, for value  received,  and for his service
_______________________  ("Optionee")  is entitled to purchase from 21st Century
Holding Company,  a Florida  corporation,  ("21st  Century"),  ________ Thousand
(_,000) shares of 21st Century's common stock (treasury  stock),  $.01 par value
per share (the "Common Stock"), at the price of $______ per share (the "Exercise
Price"),  subject  to the  terms  and  conditions  of this  Agreement  and  21st
Century's 2001 Franchise Program Stock Option Plan (the "Plan").

1. Grant Under 2001 Franchise Stock Option Plan. This option is granted pursuant
to and is governed by the Plan and, unless the context otherwise requires, terms
used herein shall have the same meaning as in the Plan.  Determinations  made in
connection  with this option  pursuant to the Plan shall be governed by the Plan
as it  exists  on this  date.  In the event of any  inconsistency  between  this
Agreement and the Plan, or if any issue is not addressed by this Agreement,  the
provisions of the Plan shall govern.

2. Grant not Incentive Stock Option; Other Options.  This option is not intended
to qualify as an  incentive  stock  option  under  Section  422 of the  Internal
Revenue Code of 1986, as amended (the "Code"). This option is in addition to any
other options heretofore or hereafter granted to the Optionee by 21st Century.

3. Vesting.  The options  granted under this Agreement shall be 100% vested upon
date the options are granted.  The options may be exercised up to the date which
is two (2) years from the date the options are granted.

4.  Payment  of  Price.  The  option  price  is  payable  (i) in cash or (ii) by
certified  check or bank cashier's check payable to the order of 21st Century in
the amount of such purchase price.

5.  Agreement to Purchase for  Investment.  By  acceptance  of this option,  the
Optionee  agrees that a purchase  of shares  under this option will be made with
investment  intent  and not with a view to their  distribution,  as that term is
used in the  Securities  Act of 1933,  as  amended  (the  "Act"),  unless in the
opinion of counsel to 21st Century such  distribution  is in compliance  with or
exempt  from the  registration  and  prospectus  requirements  of the Act,  or a
registration  statement  is in effect  pursuant  to the Act with  respect to the
shares, and the Optionee agrees to sign a certificate to such effect at the time
of  exercising  this  option and agrees that the  certificate  for the shares so
purchased may be inscribed with a legend to ensure compliance with the Act.


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6. Method of  Exercising  Option.  Subject to the terms and  conditions  of this
Agreement,  this option may be exercised by written notice to the Committee,  at
the principal  executive  offices of 21st Century,  or to such transfer agent as
21st Century shall  designate.  Such notice shall state the election to exercise
an option and the number of shares in respect of which it is being exercised and
shall be signed by the person or persons so exercising this option.  Such notice
shall be accompanied  by payment of the full purchase price of such shares,  and
21st Century shall  deliver a  certificate  or  certificates  representing  such
shares as soon as practicable after such payment is received. The certificate or
certificates for the shares as to which this option shall have been so exercised
shall be  registered  in the name of the person or persons  so  exercising  this
option  (or,  if this  option  shall be  exercised  by the  Optionee  and if the
Optionee  shall so  request  in the  notice  exercising  this  option,  shall be
registered in the name of the Optionee and another person jointly, with right of
survivorship)  and shall be delivered  as provided  above to or upon the written
order of the person or persons  exercising this option. In the event this option
shall be  exercised  by any person or persons  other  than the  Optionee  (if in
compliance with the Plan), such notice shall be accompanied by appropriate proof
of the right of such person or persons to exercise this option.  All shares that
shall be purchased upon the exercise of this option as provided  herein shall be
fully paid and non-assessable.

7. No Obligation  to Exercise  Option.  The grant and  acceptance of this option
imposes no obligation on the Optionee to exercise the option.

8.  Capital  Changes and  Business  Successions.  The Plan  contains  provisions
covering the  treatment of options in a number of  contingencies,  such as stock
splits and mergers.  Provisions in the Plan for adjustment with respect to stock
subject to options and the related  provisions with respect to successors to the
business  of  21st  Century  are  hereby  made  applicable   hereunder  and  are
incorporated herein by reference.

9.  Termination  of Optionee  as  Franchisee.  In the event that the  Optionee's
franchise  relationship  with 21st Century and/or its subsidiaries is terminated
for any reason,  all  unvested  and/or  unexercised  options  shall  immediately
terminate.

10. Reservation of Common Stock. 21st Century will at all times reserve and keep
available  for issuance upon the exercise of this  Agreement  such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the exercise in full hereof,  and upon such issuance such shares of Common Stock
will be validly issued, fully paid, and nonassessable.

11. No  Shareholder  Rights or  Obligation.  This Agreement will not entitle the
Optionee (or subsequent holder of this Agreement) hereof to any voting rights or
other rights as a shareholder  of 21st Century.  No provision of this  Agreement
will give rise to any  obligation  of the  Optionee  for the  Exercise  Price of
Common Stock acquirable by exercise hereof or as a shareholder of 21st Century.


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12.  Additional  Provisions.  On an annual basis,  the  Committee  shall meet to
discuss any special factors  affecting  Optionee's  franchise  relationship with
21st Century.  In the event that the  Committee  and the Optionee  agree that an
additional  condition or provision  be added to the option,  then such  addition
shall be added to the option by addendum  signed by both the  Optionee  and 21st
Century and attached hereto.  The addendum shall become an integral part of this
Agreement.

13. Amendments.  Except as expressly contemplated by the Plan, the provisions of
this Agreement may not be amended,  supplemented,  waived or changed orally, but
only by a  writing  signed  by the  party  as to whom  enforcement  of any  such
amendment,  supplement,  waiver or  modification  is sought and making  specific
reference to this Agreement.

14.  Assignments.  Except as otherwise  provided herein,  the Optionee shall not
assign his or her rights and/or obligations  hereunder without the prior written
consent of 21st Century.

15.  Further  Assurances.  The parties hereby agree from time to time to execute
and deliver such further and other  transfers,  assignments and documents and do
all matters and things which may be convenient or necessary to more  effectively
and completely carry out the intentions of this Agreement.

16. Binding  Effect.  All of the terms and provisions of this Agreement shall be
binding  upon,  inure to the benefit of, and be  enforceable  by the parties and
their  respective  administrators,   executors,  legal  representatives,  heirs,
successors and permitted assigns, whether so expressed or not.

17. Notices. All notices,  requests,  consents and other communications required
or permitted  under this  Agreement  shall be in writing  (including  electronic
transmission)  and shall be (as elected by the person  giving such  notice) hand
delivered by messenger or courier service, electronically transmitted, or mailed
(airmail if  international)  by registered or certified mail (postage  prepaid),
return receipt requested, addressed to:

If to the Optionee:

         -------------------------------

         -------------------------------

         -------------------------------


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If to 21st Century:

         21st Century Holding Company
         3661 West Oakland Park Boulevard, Suite 300
         Lauderdale Lakes, FL 33313

or to such other address as any party may designate by notice complying with the
terms of this  Section.  Each such notice shall be deemed  delivered  (a) on the
date delivered if by personal  delivery;  (b) on the date of  transmission  with
confirmed  answer back if by electronic  transmission;  and (c) on the date upon
which the  return  receipt  is signed or  delivery  is  refused or the notice is
designated by the postal authorities as not deliverable,  as the case may be, if
mailed.

18. Survival.  All covenants,  agreements,  representations  and warranties made
herein or otherwise made in writing by any party  pursuant  hereto shall survive
the  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions contemplated hereby.

19.  Jurisdiction and Venue. The parties  acknowledge that a substantial portion
of the  negotiations,  anticipated  performance  and execution of this Agreement
occurred or shall occur in Broward  County,  Florida.  Any civil action or legal
proceeding  arising out of or relating to this Agreement shall be brought in the
courts of record of the State of Florida in Broward  County or the United States
District  Court,  Southern  District  of  Florida.  Each party  consents  to the
jurisdiction  of such court in any such  civil  action or legal  proceeding  and
waives any  objection  to the laying of venue of any such civil  action or legal
proceeding  in such  court.  Service of any court  paper may be effected on such
party by mail, as provided in this Agreement,  or in such other manner as may be
provided under applicable laws, rules of procedure or local rules.

20.  Enforcement  Costs.  If  any  civil  action,  arbitration  or  other  legal
proceeding is brought for the  enforcement of this  Agreement,  or because of an
alleged dispute,  breach,  default or  misrepresentation  in connection with any
provisions of this  Agreement,  the  successful  or prevailing  party or parties
shall be entitled to recover  reasonable  attorneys'  fees, sales and use taxes,
court costs and all  expenses  even if not  taxable as court  costs  (including,
without  limitation,  all such  fees,  taxes,  costs and  expenses  incident  to
arbitration,  appellate, bankruptcy and post-judgment proceedings),  incurred in
that civil action,  arbitration  or legal  proceeding,  in addition to any other
relief to which such party or parties  may be  entitled.  Attorney's  fees shall
include, without limitation,  paralegal fees, investigative fees, administrative
costs,  sales and use taxes and all other charges  billed by the attorney to the
prevailing party.

21.  Governing Law. This  Agreement and all  transactions  contemplated  by this
Agreement  shall be governed by, and construed and enforced in accordance  with,
the laws of the State of Florida,  without  regard to principles of conflicts of
laws.


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22.  Provision of  Documentation  to Optionee.  By signing this  Agreement,  the
Optionee  acknowledges  receipt of a copy of this  Agreement  and a copy of 21st
Century's 2001 Franchise Stock Option Plan.

23.  Entire  Agreement.  This  Agreement  and  the  Plan  represent  the  entire
understanding  and  agreement  between the parties  with  respect to the subject
matter  hereof,  and  supersedes  all  other  negotiations,  understandings  and
representations (if any) made by and between such parties.

      IN WITNESS  WHEREOF,  21st  Century  and the  Optionee  have  caused  this
instrument to be duly executed.


Date of Grant:
Date of Agreement:

                                       21st Century Holding Company


                                       By:
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Optionee Signature
                                       TITLE: PRESIDENT
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Print Name of Optionee

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Street Address

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City                State     Zip Code

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