DIRECTOR OPTION AGREEMENT


         This Option Agreement, dated October ____, 1998, between ABC Dispensing
Technologies, Inc., a Florida corporation (the "Company") and [insert name of
director] (the "Director").

         WHEREAS, as consideration of the Director's prior service as a director
of the Company to induce the Director to continue to serve as a member of the
Company's Board of Directors, the Company intends to grant to the Director
common stock purchase options that will vest only upon a Change of Control (as
defined in paragraph two (2) below),

         NOW, THEREFORE, in consideration for Director's prior service as a
director of the Company and as an inducement to the Director to continue to
serve as a director of the Company, the Company and the Director hereby agree as
follows:

         1.       The Company hereby grants to the Director an option to
                  purchase 40,000 shares of the Company's Common Stock, par
                  value $.01 per share, subject to the provisions set forth
                  herein. The option price to be paid per share of common stock
                  upon exercise of such option shall be equal to the market
                  price per share on the date which is 90 days prior to the date
                  of the Change of Control. The option represented by this
                  Agreement shall only vest if the Director remains a director
                  of the Company at the time of the occurrence of a Change of
                  Control, if and whenever such Change in Control shall occur.
                  The option will not vest until the occurrence of a Change of
                  Control.


         2.       For purposes of this Agreement, a "Change of Control" shall
                  occur if (i) any person or group of persons (within the
                  meaning of Section 13 or Section 14 of the Securities Exchange
                  Act of 1934, as amended) shall acquire (other than directly
                  from the Company) beneficial ownership (within the meaning of
                  Rule 13d-3 promulgated by the Securities and Exchange
                  Commission under said Act) of 20% or more of the outstanding
                  shares of common stock of the Company, (ii) during any period
                  of 12 consecutive calendar months, individuals who were
                  directors of the Company on the first day of such period (or
                  who were appointed or nominated for election as directors of
                  the Company by at least a majority of the individuals who were
                  directors on the first day of such period or who were so
                  elected or appointed other than in connection with an actual
                  or threatened proxy contest) (the "Incumbent Board") shall
                  cease to constitute a majority of the Board of Directors of
                  the Company, or (iii) there is consummation of a complete
                  liquidation or dissolution of the Company or a merger,
                  consolidation or sale of all or substantially all of the
                  Company's assets (collectively, a "Business Combination")
                  other than a Business Combination in which all or
                  substantially all of the stockholders of the Company receive
                  50% or more of the stock of the company resulting from the
                  Business Combination, at least a majority of the Board of


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                  Directors of the resulting company were members of the
                  Incumbent Board and after which no person owns 20% or more of
                  the stock of the resulting corporation, which did not own such
                  stock immediately before the Business Combination. For
                  purposes of this Agreement, the term "market value" shall mean
                  the last reported sales price of a share of the Company's
                  common stock as reported by any national securities exchange
                  on which the common stock is then listed or admitted to
                  trading, or the National Market System of NASDAQ, or if the
                  common stock is neither so reported or listed, the closing
                  price as reported by NASDAQ, or if not listed or admitted to
                  trading on NASDAQ, the average of the closing bid and asked
                  price in the over-the-counter market as reported by NASDAQ or
                  any comparable system or if not approved for quotation on
                  NASDAQ or any comparable system, the average of the closing
                  bid and asked prices as furnished by the two members of the
                  National Association of Securities Dealers, Inc. selected from
                  time to time by the Company for that purpose, or if no such
                  bid or asked prices are available because no market then
                  exists for the Company's common stock, the book value per
                  share determined as of the date of the then most recent
                  quarterly or annual financial statements prepared by the
                  Company.

         3.       Upon vesting, such option may be exercised in whole or in
                  part, from time to time, by the giving to the Company of
                  notice in writing to that effect. Within 10 days after the
                  receipt by it of notice of exercise of such option, the
                  Company shall cause certificates for the number of shares with
                  respect to which such option is exercised to be issued in the
                  name of the Director or his executors, administrators, or
                  other legal representatives, heirs, legatees, next of kin, or
                  distributees, or properly endorsed or accompanied by separate
                  stock powers duly executed, and to be delivered to Director or
                  his executors, administrators, or other legal representatives,
                  heirs, legatees, next of kin, or distributees. Payment of the
                  option price for the shares with respect to which such option
                  is exercised may be made in cash or upon surrender of a number
                  of shares at the then current market price per share necessary
                  to satisfy the aggregate exercise price of such option.

         4.       The option herein granted shall not be transferrable by the
                  Director other than by will or the laws of descent and
                  distribution, and shall be exercisable, during his lifetime
                  only by him. Notwithstanding anything in this Agreement to the
                  contrary, the option herein granted shall in no event be
                  exercisable after the expiration of ten (10) years from the
                  date such option vests.

         5.       If the Company shall issue any additional shares of stock by
                  way of a stock dividend on, or split-up, subdivision, or
                  reclassification of outstanding common shares, then such
                  option shall be deemed to cover such additional shares to the
                  extent that the same would have been issued to Director had
                  such option been exercised in its entirety at the time of such
                  issuance of additional shares, and there shall be a
                  corresponding proportionate adjustment of the option price per
                  share set forth above so that in the aggregate the option


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                  price for all shares then covered shall be the same as the
                  aggregate option price for the shares remaining subject to
                  such option immediately prior to the issuance of such
                  additional shares.

         6.       If there shall be any capital reorganization, or
                  consolidation, or merger of the Company with any other entity
                  or entities or any sale of all or substantially all of the
                  Company's property and assets to any other entity or entities,
                  the Company shall take appropriate action to enable the
                  Director to receive upon any subsequent exercise of such
                  option, in whole or in part, in lieu of any shares of common
                  stock of the Company, the share or shares, securities or other
                  assets as were issuable or payable upon such reorganization,
                  consolidation, merger or sell in respect of or in exchange for
                  such shares of common stock.

         7.       This Agreement shall be governed by the laws of the State of
                  Florida.

         8.       This Agreement may be amended or terminated by the Board of
                  Directors of the Company without the consent of the Director
                  at any time prior to the occurrence of a Change of Control
                  provided all Director Option Agreements then outstanding are
                  similarly amended or terminated (providing for options vesting
                  upon the occurrence of a change of control).

         IN WITNESS WHEREOF, the Company and the Director have caused this
Agreement to be executed, as of the day and year first above written.

                                               ABC DISPENSING TECHNOLOGIES, INC.



                                               By:_____________________________
                                               Name:  Charles M. Stimac, Jr.
                                               Title: President



                                               DIRECTOR



                                               ________________________________
                                               Name:





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