Exhibit 4.5

                     FORM OF EMPLOYEE STOCK OPTION AGREEMENT
                     ---------------------------------------


         THIS AGREEMENT,  dated as of _________, is made and entered into by and
between  MARGO  CARIBE,  INC., a Puerto Rico corporation  (the "Company"),   and
___________ (the "Optionee").

                                   WITNESSETH:

         WHEREAS,  the Company has adopted and approved the 1988 Stock  Benefits
Plan (the  "Plan") for the purpose of  providing  economic  incentive to the key
employees of the Company; and

         WHEREAS,  the Plan  provides for the grant of incentive  stock  options
which meet the requirements of Section 422 of the Internal Revenue Code of 1986,
as amended; and

         WHEREAS, the Optionee is a valued employee of the Company or
one of its subsidiaries within the meaning of the Plan; and

         WHEREAS,  this  Agreement  is executed  pursuant to, and is intended to
carry out the purposes of the Plan, by granting an incentive stock option to the
Optionee.

         NOW,  THEREFORE,  in consideration of the Optionee's  employment by the
Company, and other good and valuable consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:

         1. Grant of the  Option.  Subject to and upon the terms and  conditions
set forth in this  Agreement,  the  Company  hereby  grants to the  Optionee  an
incentive stock option (the "Option") to purchase up to (_________)  shares (the
"Option  Shares") of the Company's  common stock, par value $.001 per share (the
"Common Stock"), at a price equal to $___ per share.




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         2. Term.  The term of the  Option  shall  commence  on the date of this
Agreement,  and, subject to the provisions of Section 5 hereof, shall expire ten
(10) years from the date of this Agree ment.  Upon its  termination,  the Option
shall be of no  further  force and effect  and shall not be  exercisable  to any
extent.

         3. Vesting.  Subject to the provisions of Section 5 of this  Agreement,
the right of the Optionee to purchase  the Option  Shares under the Option shall
vest over a period of five (5)  years at the rate of  twenty  percent  (20%) per
year,  with the first twenty  percent (20%) to vest on the  anniversary  date of
this  Agreement,  and  each  additional  twenty  percent  (20%)  to vest on each
subsequent anniversary date of this Agreement.

         4.  Restrictions on Transfer.  The Optionee may not transfer any of the
Optionee's  rights  in the  Option  or  under  this  Agreement  except  upon the
Optionee's death.

         5. Termination of Option on Termination of Employment.

                  (a) If the Optionee's  employment with the Company  terminates
by reason of death,  the Option shall become fully vested and may  thereafter be
immediately  exercised  by the legal  represen  tative  of the  estate or by the
legatee of the Optionee  under the will of the  Optionee,  for a period of three
(3) years from the date of death or until the  expiration  of the stated term of
the Option, whichever period is shorter.

                  (b) If the Optionee's  employment with the Company  terminates
by reason of Disability, the Option shall become fully vested and may thereafter
be exercised  for a period of three years from the date of such  termination  of
employment or the expiration of the stated term of such Option, whichever period
is shorter.


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                  (c) If the Optionee's  employment with the Company  terminates
by reason of Retirement, the Option may thereafter be exercised to the extent it
was  exercisable at the time of Retire ment for a period of three (3) years from
the date of  Retirement  or the  expiration  of the stated  term of the  Option,
whichever period is shorter.

                  (d) If the Optionee's  employment with the Company  terminates
for any reason other than death,  Disability  or Retire  ment,  the Option shall
thereupon terminate,  except that if the Optionee's  employment with the Company
involuntarily terminated without Cause, such Option may, to the extent vested as
of such date,  be exercised  for the lesser of three (3) months from the date of
the Optionee's termination or the balance of the Option's stated term.

                  (e) For purposes of this Agreement,  "Disability" shall mean a
written  determination  by a  competent  physician  that the  Optionee  has been
physically or mentally unable to perform his or her duties as an employee of the
Company and that such  condition  has existed  for an  aggregate  of one hundred
twenty (120) days during any period of twelve (12) consecutive  months;  "Cause"
shall mean a felony conviction of the Optionee or the failure of the Optionee to
contest  prosecution  for a felony,  or the  Optionee's  willful  misconduct  or
dishonesty,  any of which is directly and materially  harmful to the business or
reputation of the Company;  and "Retirement" means retirement from employment on
or after reaching age 65.

         6.       Adjustment in Certain Events.

                  (a) In the event of any stock  dividend  or stock  split,  the
Company  (subject to any  required  action by the  shareholders  of the Company)
shall make such equitable adjustments as are necessary



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and appropriate to protect the Option from dilution in the number,  kind and the
exercise price of the Option Shares  underlying the Option;  provided,  however,
that the Company shall not be required to make any such adjustments in the event
of a change which does not result in a dilution of at least ten percent (10%) in
the number or exercise price of the Option Shares.

                  (b) Except as expressly  provided by Section 6(a), the Company
shall be under no obligation to make any  adjustments to the Option in the event
of any other changes involving the Company's capital structure,  including,  but
not limited to, merger, consoli dation, dissolution,  sale of assets, or sale or
redemption of capital stock.  Furthermore,  this Agreement  shall not in any way
limit or affect  the right of the  Company to make such  changes in its  capital
structure.

         7. Privilege of Stock Ownership. The Optionee shall not be deemed to be
the holder of, or to have any of the rights of a  shareholder  with  respect to,
any Option Shares unless and until the Optionee properly exercises the Option in
accordance  with the  requirements of Sections 8 and 9. Upon the proper exercise
of the Option,  the Optionee shall have full voting and other  ownership  rights
with respect to the Option Shares.

         8. Manner of Exercising  Option. The Option may be exercised only as to
whole shares and only by written  notice  signed by the Optionee (or in the case
of exercise  after  Optionee's  death or mental  disability by Optionee's  legal
representative,  executor, administrator or heir or legatee, as applicable), and
mailed or delivered to the Secretary of the Company at its principal office. The
notice  shall  specify  the number of Option  Shares  with  respect to which the
Option is being exercised. The notice must be accompanied by payment in full for
such Shares in cash and include  any  representations  required by Section 9. If
the Option is



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exercised  by a person  other than the  Optionee,  such person must  provide the
Company with proof, in a form satisfactory to the Company and its counsel,  that
such person has the right to exercise  the  Option.  The Company  shall have the
right to  accept  payment  for the  Option in a form  other  than  cash,  in the
Company's sole discretion.

         9. Compliance with Laws and Regulations.

                  (a) Prior to the exercise of the Option,  the  Optionee  shall
deliver to the Company  such  representations  in writing as may be requested by
the Company in order to ensure that the  exercise of the Option and the issuance
of the  Option  Shares  will  comply  with  all  applicable  federal  and  state
securities laws.

                  (b) The  Optionee  acknowledges  and  agrees  that the  Option
Shares will not be registered  under federal or state  securities laws, and that
the Option Shares may not be resold by the Optionee unless such shares are first
registered  under federal and applica ble state  securities  laws or unless such
resale  is,  in  the  opinion  of  the  Company's  counsel,   exempt  from  such
registration  require ments. The Optionee  further  acknowledges and agrees that
the Company has no intent or  obligation  to register  the Option  Shares  under
federal and state  securities  laws,  and that the Optionee may not require such
registration.  The Optionee  represents and warrants that all Option Shares will
be acquired for investment purposes only, and not with a view to their resale or
distribution.

                  (c) If the Company shall determine, in its discretion, that it
is necessary or desirable to obtain the listing,  registra tion or qualification
of the Option Shares upon any securities  exchange or under any federal or state
law,  or the consent or approval of any  government  regulatory  body,  then the
Option  may not be  exercised  in whole or in part,  and no shares may be issued
under




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the Option, until such listing, registration, qualification, consent or approval
is obtained free of any conditions deemed unacceptable to the Company.

         10. Taxes.  The Company shall have the right to require the Optionee to
pay to the  Company,  or to  make  arrangements  satisfac  tory  to the  Company
regarding the payment of, any federal,  state or local taxes required to be paid
or withheld with respect to the Option.

         11. Employment.  Nothing in this Agreement shall be deemed to grant any
right of continued employment to the Optionee or to limit, restrict or waive any
right of the Company to terminate the Optionee's  employment at any time with or
without Cause.

         12. Miscellaneous.

                  (a)  Assignment.  This  Agreement  may not be  assigned by the
Optionee without the prior written consent of the Company.  This Agreement shall
be binding  upon and inure to the benefit of the parties,  and their  successors
and assigns.

                  (b) Entire  Agreement.  This Agreement  constitutes the entire
agreement  between  the  parties  regarding  the  subject  matter  hereof.  This
Agreement  supersedes  all prior  discussions  and  agreement  (oral or written)
between the parties with respect to the subject matter of this  Agreement.  This
Agreement may not be modified except in a written document signed by both of the
parties.

                  (c)  Notices.  All notices  required or  permitted  under this
Agreement  shall be in writing  and shall be deemed to have been duly given upon
receipt if  delivered in person or upon the  expiration  of seven (7) days after
the date of posting, if mailed




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by registered or certified mail, postage pre-paid to the parties at
the following addresses:

                               If to the Company:

                                    Margo Nursery Farms, Inc.
                                    PO Box 706
                                    Dorado, Puerto Rico  00646

                           If to the Optionee:




         Any party may change the  address to which  notices to such party shall
be delivered or mailed by giving notice thereof to the other party in the manner
provided by this Section.

                  (d) Governing  Law. The validity and effect of this  Agreement
shall be governed by and construed  and enforced in accordance  with the laws of
the State of Florida without regard to its principles of conflicts of laws.

                  (e) Waiver.  Any term or  condition of this  Agreement  may be
waived at any time by the party which is entitled  to the benefit  thereof,  but
only if such waiver is evidenced by a writing  signed by such party.  No failure
on the part of a party  hereto  to  exercise,  and no delay in  exercising,  any
right, power or remedy created hereunder shall operate as a waiver thereof,  nor
shall any single or partial exercise of such right,  power or remedy by any such
party  preclude any other future  exercise  thereof or the exercise of any other
fight,  power or  remedy.  No  wavier by any  party  hereto to any  breach of or
default in any term or condition of this Agreement shall  constitute a waiver of
or consent to any subsequent  breach of or default in the same or any other term
or condition hereof.


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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date first written above.

                                                           COMPANY:

                                                   MARGO NURSERY FARMS, INC.



                                              By:_______________________________




                                                          OPTIONEE:


                                              By:_______________________________




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