Exhibit 10.2

# PSS WORLD MEDICAL, INC.AMENDED
AND RESTATEDDIRECTORS STOCK PLAN

# I.   GENERAL

# 1.1   Purpose of the Plan

The
purpose of the Plan is to enable PSS World Medical, Inc. to attract and retain persons of
exceptional ability to serve as directors of the Company and to align the interests of
directors and shareholders in enhancing the value of the Companys common stock.

# 1.2   Definitions

The
following definitions shall apply to the Plan:

| | Annual
Meeting Date means the date of each annual meeting of shareholders of the Company at
which directors are elected.
| | --------------------------------------------------------------------------------------------------------------------------

| | Annual
Grant Date means the date of the meeting of the Board of Directors at which annual
grants of stock options are made to employees of the Company, or if no option grants are
made to employees in a particular year, on the date of the regularly scheduled meeting of
the Board of Directors that occurs closest to the end of that fiscal year of the Company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Annual
Option means an Option automatically granted to a Non-Employee Director pursuant to
Section 2.1 of the Plan.
| | ---------------------------------------------------------------------------------------------------------------------

| | Awardmeans
any Option or Restricted Stock award granted to a Participant under the Plan.
| | ------------------------------------------------------------------------------------------

| | Award
Agreement means any written agreement, contract, or other instrument or document
evidencing an Award.
| | -------------------------------------------------------------------------------------------------------------

| | Boardmeans
the Board of Directors of the Company.
| | ---------------------------------------------------

| | Change
in Control has the meaning assigned such term in Section 4.11.
| | -----------------------------------------------------------------------

| | Codemeans
the Internal Revenue Code of 1986, as amended from time to time.
| | ----------------------------------------------------------------------------

| | Committeemeans
the committee of the Board described in Section 1.3.
| | ---------------------------------------------------------------------

| | Common
Stock means the $0.01 par value common stock of the Company and such other
securities of the Company as may be substituted for Common Stock pursuant to Section 4.2.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Companymeans
PSS World Medical, Inc., a Florida corporation.
| | --------------------------------------------------------------

| | Disability
shall have the meaning provided in the Companys applicable disability plan or, in
the absence of such a definition, when a Participant becomes totally disabled (as
determined by a physician mutually acceptable to the Participant and the Company) before
termination of his or her service on the Board if such total disability continues for more
than three (3) months.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Discretionary
Option means an Option granted under Section 2.3.
| | -----------------------------------------------------------------

| | Election
Form means a form approved by the Committee pursuant to which a Non-Employee
Director elects to receive Replacement Options under Section 2.2.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exchange
Act means the Securities Exchange Act of 1934, as amended from time to time.
| | ---------------------------------------------------------------------------------------

| | Fair
Market Value means the average of the high and low sales prices of the shares of
Common Stock on such date on the principal national securities exchange or automated
quotation system of a registered securities association on which such shares of Common
Stock are listed or admitted to trading. If the shares of Common Stock on such date are
not listed or admitted to trading, the Fair Market Value shall be the value established by
the Board in good faith.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Fees
means the annual cash retainer fee and meeting fees payable by the Company (or a
Participating Subsidiary) to a Non-Employee Director for services as a director (and, if
applicable, as the member or chairman of a committee of the Board), as such amount may be
changed from time to time.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Non-Employee
Director means a director of the Company or of any Participating Subsidiary who is
not at the time serving as an employee of the Company or any of its Subsidiaries.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Optionmeans
an Annual Option, a Replacement Option or a Discretionary Option.
| | -------------------------------------------------------------------------------

| | Options
Election Period means the period designated by the Committee each year during which
Non-Employee Directors may elect to receive Options in lieu of Fees and/or Restricted
Stock Awards. The Options Election Period shall end on or before June 13, 1997, with
respect to Plan Year 1998, and before April 1 of each subsequent year for the following
Plan Year.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Participant
means a person who, as a Non-Employee Director, has been granted an Award under the Plan.
| | -------------------------------------------------------------------------------------------------------

| | Participating
Subsidiary means any Subsidiary designated by the Committee whose non-employee
directors are eligible to receive Awards under the Plan.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | Planmeans
the PSS World Medical, Inc. Directors Stock Plan, as amended from time to time.
| | --------------------------------------------------------------------------------------------

| | Plan
Year means the fiscal year of the Company.
| | -------------------------------------------------

| | Replacement
Option means an Option granted to a Non-Employee Director pursuant to Section 2.2 of
the Plan.
| | ------------------------------------------------------------------------------------------------------------

| | Restricted
Stock means Common Stock granted under Article III which is subject to the
restrictions described therein.
| | -----------------------------------------------------------------------------------------------------------------------

| | Retirement
shall have the meaning provided in the Companys retirement policy applicable to
directors of the Company or its Subsidiaries.
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | Subsidiary
means any corporation, limited liability company, partnership or other entity of which a
majority of the outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 1.3   Administration of
the Plan

The
Plan shall be administered by the Compensation Committee or any other committee of the
Board consisting of at least two directors. The Committee shall have full and final
authority in its discretion to interpret, administer and amend the provisions of the Plan;
to adopt rules and regulations for carrying out the Plan; to decide all questions of fact
arising in the application of the Plan; and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee shall consist of at least two
directors and shall meet once each fiscal year, and at such additional times as it may
determine or as is requested by the chief executive officer of the Company. It is intended
that the directors appointed to serve on the Committee shall be non-employee
directors within the meaning of Rule 16b-3 promulgated under the Exchange Act.
However, the mere fact that a Committee member shall fail to qualify under such
requirements shall not invalidate any Award made by the Committee which Award is otherwise
validly made under the Plan. The Committee may appoint a plan administrator to carry out
the ministerial functions of the Plan, but the administrator shall have no other authority
or powers of the Committee.

Without
limiting the foregoing, the Committee has the exclusive power, authority and discretion
to:

| | (a)       
               Designate and change the Participating Subsidiaries from time to time;
| | ------------------------------------------------------------------------------------------------

| | (b)       
               Make all determinations concerning Discretionary Options, including the terms,
               timing, amounts and recipients thereof;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Accelerate the vesting or lapse of restrictions of any outstanding Award, based
               in each case on such considerations as the Committee in its sole discretion
               determines; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               Determine whether, to what extent, and under what circumstances an Award may be
               settled in, or the exercise price of an Award may be paid in, cash, Common
               Stock, or other property, or an Award may be canceled, forfeited, or
               surrendered.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Committees interpretation of the Plan, any Awards granted under the Plan, any Award
Agreement and all decisions and determinations by the Committee with respect to the Plan
are final, binding, and conclusive on all parties.

# 1.4   Eligible Participants

Each
Non-Employee Director shall be eligible to participate in the Plan.

# 1.5   Awards Under the Plan

Awards
under the Plan shall be in the form of Options as described in Article II or shares
of Restricted Stock as described in Article III.

# 1.6   Shares

The
aggregate number of shares of Common Stock, including but not limited to shares reserved
for issuance pursuant to the exercise of Options, which may be granted or issued under the
terms of the Plan, may not exceed 800,000 shares and hereby are reserved for such purpose.
Whenever any outstanding Award or portion thereof expires, is canceled or forfeited or is
otherwise terminated for any reason without having been exercised, the Common Stock
allocable to the expired, forfeited, canceled or otherwise terminated portion of the Award
may again be the subject of further Awards hereunder.

# II.   OPTIONS

# 2.1   Annual Grants of
Options

(a)       
          Grant of Annual Options. In addition to any Replacement Options or grants
          of Discretionary Options that the Committee may make under the Plan from time to
          time, each Non-Employee Director shall automatically receive on each Annual
          Grant Date during the period such director serves as a Non-Employee Director, an
          Option to purchase 3,000 shares of Common Stock (Annual Options).

(b)       
          Option Price. The option price per share of an Annual Option shall be the
          Fair Market Value of the Common Stock on the date the Option is granted.

(c)       
          Term and Exercise of Annual Options. The term of an Annual Option
          shallexpire ten (10) years from the date of grant. After a
          Participant ceases to serve as a director of the Company (or of any
          Participating Subsidiary) for any reason, including, without limitation,
          Retirement, death, Disability or any other voluntary or involuntary termination
          of a Participants service as such a director (a Termination),
          the unexercised portion of any outstanding Annual Options held by such
          Participant shall terminate and be null and void for all purposes after three
          (3) years have elapsed from the date of the Termination unless extended by the
          Committee, in its sole discretion; provided, however, that in no event shall the
          exercise period extend beyond the expiration of the original Option term.

(d)       
          Vesting. Annual Options shall become exercisable in whole or in part on
          the date of grant. In no event, however, shall an Annual Option be exercised
          after the expiration of ten (10) years from the date of grant.

# 2.2   Options in Lieu of
Director Fees and/or Restricted Stock.

(a)       
          Election to Receive Replacement Options. A Non-Employee Director may
          elect to defer all (but not less than all) of (i) his or her Fees and/or (ii)
          Awards of Restricted Stock under Article III, by conversion to Options in
          accordance with this Section 2.2 (Replacement Options). A
          Non-Employee Director who wishes to receive Fees or a Restricted Stock Award for
          a Plan Year in the form of Replacement Options must irrevocably elect to do so
          during the Options Election Period for such Plan Year, by delivering a valid
          Election Form to the Committee or the plan administrator. A Non-Employee
          Directors participation in Section 2.2 of the Plan will be effective as of
          June 13, 1997 with respect to the Fees and Restricted Stock Awards for Plan Year
          1998 and, in all other cases, as of the first day of the Plan Year beginning
          after the Committee or the plan administrator receives the Non-Employee
          Directors Election Form.

(b)       
          Irrevocable, Annual Election. Elections to receive Replacement Options
          are irrevocable and shall be valid only for one Plan Year. New elections must be
          made for participation in Section 2.2 of the Plan for subsequent Plan Years.

(c)       
          Time of Grant. Options shall be granted to each Non-Employee Director
          who, during the applicable Options Election Period, filed with the Committee or
          the plan administrator a written irrevocable election to receive Replacement
          Options as payment of his or her Fees and/or Restricted Stock Award payable in
          the following Plan Year. Such Replacement Options will be granted on June 13,
          1997 in the case of Plan Year 1998 and, in the case of any other Plan Year, on
          the first business day in the Plan Year for which such election was made.

(d)       
          Number of Options. If Replacement Options are to be granted in lieu of
          Fees, the number of Replacement Options to be granted will be calculated by
          dividing (i) the estimated Fees payable to such participant during the Plan
          Year, based on the number of scheduled meetings during the Plan Year, by (ii)
          45% of the Fair Market Value per share of the Common Stock on the date of grant,
          and rounding such quotient up to the nearest whole share. If Replacement Options
          are to be granted in lieu of Restricted Stock Awards, the number of Replacement
          Options to be granted will be calculated by dividing (i) the aggregate Fair
          Market Value (on the date of grant of the Replacement Options) of the shares of
          Restricted Stock that otherwise would be granted, by (ii) 45% of the Fair Market
          Value per share of the Common Stock on the date of grant, and rounding such
          quotient up to the nearest whole share.

(e)       
          Exercise Price. The total price paid per Share under each Replacement
          Option granted under this Section 2.2 shall be the Fair Market Value per share
          of Common Stock on the date of grant.

(f)       
          Term and Exercise of Replacement Options. The term of a Replacement
          Option shallexpire ten (10) years from the date of grant.
          After a Participant ceases to serve as a director of the Company (or of any
          Participating Subsidiary) for any reason, including, without limitation,
          Retirement, death, Disability or any other voluntary or involuntary termination
          of a Participants service as such a director (a Termination),
          the unexercised portion of any outstanding Replacement Options held by such
          Participant shall terminate and be null and void for all purposes after three
          (3) years have elapsed from the date of the Termination unless extended by the
          Committee, in its sole discretion; provided, however, that in no event shall the
          exercise period extend beyond the expiration of the original Option term.

(g)       
          Vesting. Replacement Options shall become exercisable in whole or in part
          on the date of grant. In no event, however, shall a Replacement Option be
          exercised after the expiration of ten (10) years from the date of grant.

# 2.3   Discretionary Options

In
addition to Annual Options and Replacement Options, the Committee is authorized, in its
discretion from time to time, to grant Options to Non-Employee Directors on the following
terms and conditions:

(a)       
          Exercise Price. The exercise price per share of Common Stock under a
          Discretionary Option shall be determined by the Committee.

(b)       
          Time and Conditions of Exercise. The Committee shall determine the time
          or times at which a Discretionary Option may be exercised in whole or in part.
          The Committee also shall determine the performance or other conditions, if any,
          that must be satisfied before all or part of a Discretionary Option may be
          exercised. The Committee may waive any exercise provisions at any time in whole
          or in part based upon factors as the Committee may determine in its sole
          discretion so that the Discretionary Option becomes exerciseable at an earlier
          date.

# 2.4   Terms Applicable to
Options Generally

(a)       
          Nonqualified Stock Options. Options granted under the Plan will not be
          treated as incentive stock options within the meaning of Section 422 of the
          Code.

(b)       
          Evidence of Grant. All Options shall be evidenced by a written Award
          Agreement between the Company and the Participant. The Award Agreement shall
          include such provisions, not inconsistent with the Plan, as may be specified by
          the Committee.

(c)       
          Notice of Exercise. When exercisable pursuant to the terms of the Plan
          and the governing Award Agreement, an Option shall be exercised by the
          Participant as to all or part of the shares subject to the Option by delivering
          written notice of exercise to the Company at its principal business office or
          suchother office as the Company may from time to time direct, (a)
          specifying the number of shares to be purchased, (b) accompanied by acheck payable to the Company in an amount equal to the full exercise price
          of the number of shares being exercised, (c) including a Tax Election, if
          applicable, in accordance with Section 4.7, and (d) containing such further
          provisions consistent with the provisions of the Plan, as the Company may from
          time to time prescribe.

(d)       
          Limitation of Exercise Periods. The Committee may limit the time periods
          within which an Option may be exercised if a limitation on exercise is deemed
          necessary in order to effect compliance with applicable law.

(e)       
          Payment. The Committee shall determine the methods by which the exercise
          price of an Option may be paid, the form of payment, including, without
          limitation, cash, shares of Common Stock, or other property (including
          cashless exercise arrangements), and the methods by which shares of
          Common Stock shall be delivered or deemed to be delivered to Participants;
          provided, however, that if shares of Common Stock are used to pay the exercise
          price of an Option, such shares must have been held by the Participant for at
          least six months.

(f)       
          Beneficiaries. A Participant, by written notice to the Company, may
          designate one or more persons (and from time to time change such designation)
          including his or her legal representative, who, by reason of his or her death,
          shall acquire the right to exercise all or a portion of an Option. If no
          designation is madebefore the death of the Participant,
          the Participants Option may be exercised by the personal representative of
          the Participants estate, or by a person who acquired the right to exercise
          such Option by will or the laws of descentand distribution. If the
          person with exercise rights desires to exercise any portion of the Option, such
          person must do so in accordance with the terms and conditions of this Plan.

(g)       
          Change in Control. Notwithstanding anything herein to the contrary, if a
          Change in Control has occurred, then all Options granted under the Plan shall
          immediately become exercisable on the date such Change in Control occurred, in
          accordance with Section 4.11.

# III.   RESTRICTED STOCK

# 3.1   Terms and Conditions

Each
Non-Employee Director of the Company who has not filed a timely Election Form to receive
Replacement Options in lieu thereof in accordance with Section 2.2 above, shall receive a
grant of 3,000 shares of Common Stock subject to the restrictions set forth in Section 3.2
(Restricted Stock) on each Annual Meeting Date at which the shareholders elect
such Non-Employee Director to serve as a director; provided however, that as of the date
of their election, Non-Employee Directors of the Company who are elected to fill a vacancy
for a term of less than three (3) years shall receive a grant of 1,000 shares per year for
each full year of the term to which suchNon-Employee Director is elected.
Restricted Stock,with such restrictions noted on the face of the certificates,
shall be issued in the name of the Participant granted the Restricted Stock and such
certificates shall be deposited with a trust administered by the Committee (and subject to
the claims of the Companys creditors) during the restriction period set forth in
Section 3.3.

# 3.2   Restrictions

Until
the lapse of the restriction period set forth in Section 3.3, the shares of Restricted
Stock granted hereunder (i) may not be sold, transferred, pledgedassigned or
otherwise alienated or hypothecated, and (ii) will be subject to the risks of forfeiture
described in Section 3.4. The Committee may impose such other restrictions on any shares
of restricted stock as required by law including, without limitation, restrictions under
applicable federal or state securities laws, and may place legends on the certificates
representing such restricted stock to provide appropriate notice of such restrictions.

# 3.3   Period of Restriction

Subject
to Section 3.6, the restrictions set forth in Section 3.2 shall lapse and such shares
shall be freelytransferable upon the expiration of the directors
then-current term in office (i.e., the term with respect to which the Restricted Stock
Award was granted) as specified in accordance with the Companys Amended and Restated
Articles of Incorporation, as amended from time to time.

# 3.4   Termination of
Service as a Director

If
a Participant ceases to serve as a director of the Company prior to the lapsing of the
restrictions in accordance with Section 3.3 as a result of death, Disability or
Retirement, restrictions on the shares of Restricted Stock granted to the Participant
shall immediately lapse on the date of death, Disability or Retirement. If a Participant
ceases to serve as a director of the Company prior to the lapsing of restrictions in
accordance with Section 3.3 for any reason other than death, Disability or Retirement, the
shares of Restricted Stock granted to such Participant shall be forfeited and shall revert
to the Company.

# 3.5   Rights as Shareholder

Prior
to the lapsing of restrictions in accordance with Section 3.3, Participants holding shares
of Restricted Stock shall be entitled to receive all dividends and other distributions
paid with respect to such shares while they are held by the Participant. If any such
dividend or distribution is paid in shares of Common Stock, such shares shall be subject
to the same restrictions on transferability as the shares of Restricted Stock with respect
to which they were paid.

# 3.6   Change in Control

Notwithstanding
anything herein to the contrary, if a Change in Control has occurred, then all
restrictions on the Restricted Stock shall lapse on the date such Change in Control
occurred, in accordance with Section 4.11.

# 3.7   Section 83(b)
Election

Participants
shall not be permitted to make an election under Section 83(b) of the Code with respect to
shares of Restricted Stock granted under the Plan.

# IV.   GENERAL PROVISIONS

# 4.1   General Restrictions

Each
Award under the Plan shall be subject to the requirement that if the Committee shall
determine, at any time, that (a) the listing, registration or qualification of the shares
of Common Stock subject or related thereto upon any securities exchange or under any state
or federal law, or (b) the consent or approval of any government regulatory body, or (c)
an agreement by the Participant with respect to the disposition of shares of Common Stock,
is necessary or desirable as a condition of, or in connection with, the granting or the
issuance or purchase of shares of Common Stock thereunder, such grant may not be
consummated in whole or in part unless such listing, registration, qualification, consent
approval or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.

# 4.2   Adjustments for
Changes in Capitalization

In
the event of a reorganization, recapitalization, stock split, stock dividend, combination
of shares, rights offer, liquidation, dissolution, merger, consolidation, spin-off or sale
of assets, or any other change in or affecting the corporate structure or capitalization
of the Company, the Board shall make such adjustments as the Committee may recommend, and
as the Board in its discretion may deem appropriate, in the number and kind of shares
authorized by the Plan, in the number, exercise price or kind of shares covered by the
Awards and in any outstanding Awards under the Plan in order to prevent substantial
dilution or enlargement thereof.

# 4.3   Amendments

The
Board or the Committee may, at any time and from time to time, amend, modify or terminate
the Plan without stockholder approval; provided, however, that the Board or Committee may
condition any amendment or modification on the approval of stockholders of the Company if
such approval is necessary or deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations. No termination, amendment, or modification of
the Plan shall adversely affect any Award previously granted under the Plan, without the
written consent of the Participant.

# 4.4  Modification,
Substitution or Cancellation of Awards

At
any time and from time to time, the Committee may amend, modify or terminate any
outstanding Award without approval of the Participant; provided, however, that, subject to
the terms of the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participants consent, reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or otherwise
settled on the date of such amendment or termination. Subject to the above, the Committee
may grant Awards in substitution for any other Award granted under the Plan and may
require the surrender of such other Award in consideration of the grant of the new Award.

# 4.5   Shares Subject to
the Plan

Shares
distributed pursuant to the Plan shall be made available from authorized but unissued
shares or from shares purchased or otherwise acquired by the Company for use in the Plan,
as shall be determined from time to time by the Committee.

# 4.6   Rights of a
Shareholder

Participants
under the Plan, unless otherwise provided by the Plan, shall have no rights as
shareholders by reason thereof unless and until certificates for shares of Common Stock
are issued to them.

# 4.7   Withholding

The
Company shall have the right to deduct from any distribution of Common Stock to any
Participant an amount equal to the federal, state and local income taxes and other amounts
as may be required by law to be withheld (the Withholding Taxes) with respect
to any Award under the Plan. If a Participant is to experience a taxable event in
connection with the receipt of cash or shares of Common Stock pursuant to an Option
exercise (a Taxable Event), the Participant shall pay the Withholding Taxes to
the Company prior to the issuance of such shares of Common Stock. In satisfaction of the
obligation to pay Withholding Taxes to the Company, the Participant may make a written
election (the Tax Election) to have withheld a portion of the shares of Common
Stock then issuable to the Participant having an aggregate Fair Market Value on the day
immediately preceding the date of such issuance equal to the Withholding Taxes.

# 4.8.   Limitations on
Transfers

Options
granted under the Plan may be transferred by the original optionee only by gift to (i) one
or more of the following family members of the optionee: child, stepchild, grandchild,
parent, step-parent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relations; (ii) any person sharing the optionees
household (other than a tenant or employee); (iii) a trust in which any of the above
persons hold more than 50% of the beneficial interest; (iv) a foundation in which any of
the above persons (or the optionee) control the management of assets; or (v) any other
entity in which any of the above persons (or the optionee) own more than 50% of the voting
interests. The Committee may establish any reasonable terms and conditions upon which
transfers may take place. Except as expressly provided herein, no option or other grant
shall be transferable except by will, the laws of descent and distribution or a qualified
domestic relations order (QDRO) as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.
During the lifetime of the Participant, except as expressly provided in the Plan, grants
under the Plan shall be exercisable only by such Participant, by a permitted transferee,
by the guardian or legal representative of such Participant or permitted transferee, or
pursuant to a QDRO.

# 4.9   Non-Uniform
Determinations

Determinations
by the Committee with respect to Discretionary Options under the Plan (including, without
limitation, determinations of the persons to receive Discretionary Options, the form,
amount and timing of such Options, and the terms and provisions of such Options and the
agreements evidencing the same) need not be uniform and may be made by it selectively
among persons who receive, or are eligible to receive, Awards under the Plan, whether or
not such persons are similarly situated.

# 4.10   Effective Date;
Duration

The
Plan first became effective in 1994, and was subsequently amended and restated effective
as of July 8, 1996. The second amendment and restatement of the Plan was approved by the
Board of Directors and became effective as of June 13, 1997, subject to approval by the
shareholders. No Award may be given under the Plan after May 31, 2000, but Awards
theretofore granted may extend beyond such date.

# 4.11  Change in Control

Notwithstanding
anything herein to the contrary, if a Change in Control of the Company occurs, then all
Options shall become fully exercisable and all restrictions on the Restricted Stock shall
lapse as of the date such Change in Control occurred. For the purposes of the Plan, a
Change in Control of the Company shall be deemed to have occurred upon the earliest of the
followingevents.

| | (a)       
               The acquisition by any individual, entity or group (within the meaning of
               Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a Person) of
               beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
               Exchange Act) of 50% or more of the combined voting power of the then
               outstanding voting securities of the Company entitled to vote generally in the
               election of directors (the Outstanding Company Voting Securities);
               provided, however, that for purposes of this subsection (a), the following
               acquisitions shall not constitute a Change in Control: (i) any acquisition by
               any employee benefit plan (or related trust) sponsored or maintained by the
               Company or any corporation controlled by the Company, or (ii) any acquisition by
               any corporation pursuant to a transaction which complies with clauses (i), (ii)
               and (iii) of subsection (c) of this Section 4.11; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Individuals who, as of June 1997, constitute the Board (the Incumbent
               Board) cease for any reason to constitute at least a majority of the
               Board; provided, however, that any individual becoming a director subsequent to
               June 1997 whose election, or nomination for election by the Companys
               stockholders, was approved by a vote of at least a majority of the directors
               then comprising the Incumbent Board shall be considered as though such
               individual were a member of the Incumbent Board, but excluding, for this
               purpose, any such individual whose initial assumption of office occurs as a
               result of an actual or threatened election contest with respect to the election
               or removal of directors or other actual or threatened solicitation of proxies or
               consents by or on behalf of a Person other than the Board; or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Consummation of a reorganization, merger or consolidation or sale or other
               disposition of all or substantially all of the assets of the Company (a
               Business Combination), in each case, unless, following such Business
               Combination, (i) all or substantially all of the individuals and entities who
               were the beneficial owners, respectively, of the Outstanding Company Common
               Stock and outstanding Company Voting Securities immediately prior to such
               Business Combination beneficially own, directly or indirectly, more than 80% of,
               respectively, the then outstanding shares of common stock and the combined
               voting power of the then outstanding voting securities entitled to vote
               generally in the election of directors, as the case may be, of the corporation
               resulting from such Business Combination (including, without limitation, a
               corporation which as a result of such transaction owns the Company or all or
               substantially all of the Companys assets either directly or through one or
               more subsidiaries) in substantially the same proportions as their ownership,
               immediately prior to such Business Combination of the Outstanding Company Common
               Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
               Person (excluding any corporation resulting from such Business Combination or
               any employee benefit plan (or related trust) of the Company or such corporation
               resulting from such Business Combination) beneficially owns, directly or
               indirectly, 25% or more of the combined voting power of the then outstanding
               voting securities of such corporation except to the extent that such ownership
               existed prior to the Business Combination, and (iii) at least a majority of the
               members of the board of directors of the corporation resulting from such
               Business Combination were members of the Incumbent Board at the time of the
               execution of the initial agreement, or of the action of the Board, providing for
               such Business Combination.
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# 4.12   Governing Law

The
Plan and all actions taken thereunder shall be governed by and construed in accordance
with the laws of the State of Florida.