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                                                                    Exhibit 10.4

                    MARINEMAX, INC. 1998 INCENTIVE STOCK PLAN
                     (AS AMENDED THROUGH NOVEMBER 15, 2000)

         1. PURPOSE. The purpose of this 1998 Incentive Stock Plan (the "Plan")
is to attract, retain and motivate employees, directors and independent
contractors by providing them with the opportunity to acquire a proprietary
interest in MARINEMAX, INC. (the "Company") and to link their interests and
efforts to the long-term interests of the Company's stockholders.

         2. PLAN ADMINISTRATION

            2.1 IN GENERAL. The Plan shall be administered by the Company's
Board of Directors (the "Board"). Except for the power to amend the Plan as
provided in Section 12, the Board, in its sole discretion, may delegate its
authority and duties under the Plan to a committee appointed by the Board, under
such conditions and limitations as the Board may from time to time establish.
The Board and/or any committee that has been delegated the authority to
administer the Plan shall be referred to as the "Plan Administrator". Except as
otherwise explicitly set forth in the Plan, the Plan Administrator shall have
the authority, in its discretion, to determine all matters relating to awards
under the Plan, including the selection of the individuals to be granted awards,
the type of awards, the number of shares of the Company's common stock ("Common
Stock") subject to an award, vesting conditions, and any and all other terms,
conditions, restrictions and limitations, if any, of an award. All decisions
made by the Plan Administrator pursuant to the Plan and related orders and
resolutions shall be final and conclusive.

            2.2 RULE 16b-3 AND CODE SECTION 162(m). Notwithstanding any
provision of this Plan to the contrary, only the Board or a committee composed
of two or more "Non-Employee Directors" may make determinations regarding grants
of awards to officers, directors and 10% stockholders of the Company. (The term
"Non-Employee Directors" shall have the meaning set forth in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act")). The Plan Administrator shall have the authority and discretion to
determine the extent to which awards will conform to the requirements of Section
162(m) Internal Revenue Code of 1986, as amended (the "Code"), and to take such
action, establish such procedures, and impose such restrictions as the Plan
Administrator determines to be necessary or appropriate to conform to such
requirements.

            2.3 OTHER PLANS. The Plan Administrator shall also have authority to
grant awards as an alternative to or as the form of payment for grants or rights
earned or due under other compensation plans or arrangements of the Company,
including the plan of any entity acquired by the Company.

         3. ELIGIBILITY. Any employee of the Company shall be eligible to
receive any award under the Plan. Directors who are not employees, proposed
directors, proposed employees and independent contractors shall be eligible to
receive awards other than Incentive Stock Options (as defined in Section 5.2).
For purposes of this Section 3, the "Company," with respect to all awards under
the Plan other than Incentive Stock Options, includes any entity that is
directly or indirectly controlled by the Company or any entity in which the
Company has a significant equity interest, as determined by the Plan
Administrator. With respect to Incentive Stock Options, the "Company" includes
any parent or subsidiary of the Company as defined in Section 424 of the Code.

         4. SHARES SUBJECT TO THE PLAN

            4.1 NUMBER AND SOURCE. The shares offered under the Plan shall be
shares of Common Stock and may be unissued shares or shares now held or
subsequently acquired by the Company as treasury shares, as the Plan
Administrator may from time to time determine. Subject to adjustment as provided
in Section 4.3, the aggregate number of shares that may be issued under the Plan
shall not exceed the lesser of 4,000,000 shares or 20% of the then outstanding
shares; provided, however that awards shall not be granted under the Plan if, at
the time of such grant, the aggregate number of shares of Stock that have been
or may be issued under previously granted awards or options under the Plan equal
or exceed 20% of the total number of outstanding shares at such time. The
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aggregate number of shares that may be covered by awards granted to any one
individual in any year shall not exceed 50% of the total number of shares that
may be issued under the Plan.

            4.2 SHARES AVAILABLE. Any shares subject to an award granted under
the Plan that is forfeited, terminated or canceled, or any shares that do not
vest, shall again be available for the granting of awards under the Plan. If a
stock appreciation right is settled in cash, the shares covered by such award
shall remain available for the granting of other awards. The payment of cash
dividends and dividend equivalents paid in cash in conjunction with outstanding
awards shall not be counted against the shares available for issuance.

            4.3 ADJUSTMENT OF SHARES AVAILABLE. The aggregate number and type of
shares available for awards under the Plan, the maximum number and type of
shares that may be subject to awards to any individual under the Plan, the
number and type of shares covered by each outstanding award, and the exercise
price per share (but not the total price) for stock options, stock appreciation
rights or similar awards outstanding under the Plan shall all be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from any split-up, combination or exchange of shares,
consolidation, spin-off or recapitalization of shares or any like capital
adjustment or the payment of any stock dividend.

            4.4 TRANSFER OF CONTROL. In the event of a Transfer of Control, the
surviving, continuing, successor or purchasing corporation or parent corporation
thereof, as the case may be (the "Acquiring Corporation") shall either assume
the Company's rights and obligations under outstanding awards or substitute for
outstanding awards substantially equivalent awards for the Acquiring
Corporation's stock. In the event the Acquiring Corporation elects not to assume
or substitute for such outstanding awards in connection with the Transfer of
Control, the Board may, in its discretion, provide that any unexercisable and/or
unvested portion of the outstanding awards shall be immediately exercisable and
vested in full on or before the date of the Transfer of Control. The exercise
and/or vesting of any award that was permissible solely by reason of this
Section 4.4 shall be conditioned upon the consummation of the Transfer of
Control. Any awards that are neither assumed or substituted for by the Acquiring
Corporation in connection with the Transfer of Control nor exercised on or
before the date of the Transfer of Control shall terminate and cease to be
outstanding effective as of the date of the Transfer of Control. Unless
otherwise determined by the Board, a "Transfer of Control" shall be deemed to
have occurred in the event of any of the following: (a) the direct or indirect
sale or exchange by the stockholders of the Company of all or substantially all
of the stock of the Company if the stockholders of the Company before such sale
or exchange do not retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock of the Company after such sale or
exchange; (b) a merger or consolidation if the stockholders of the Company
before such merger or consolidation do not retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock of the Company
after such merger or consolidation (regardless of whether the Company is the
surviving corporation); (c) the sale, exchange or transfer of all or
substantially all of the assets of the Company; or (d) a liquidation or
dissolution of the Company.

         5. AWARDS

            5.1 TYPES OF AWARDS. Subject to the Plan, the Plan Administrator
shall have the authority, in its sole discretion, to determine the type or types
of awards to be granted to employees, directors and independent contractors
under the Plan. Such awards may include, but are not limited to, Incentive Stock
Options, Nonqualified Stock Options (as defined in Section 5.2), stock
appreciation rights or restricted stock awards. Such awards may be granted
either alone, in addition to or in tandem with any other type of award granted
under the Plan.

            5.2 STOCK OPTIONS. The Plan Administrator may grant stock options,
designated as "Incentive Stock Options," which comply with the provisions of
Section 422 of the Code or any successor statutory provision, or "Nonqualified
Stock Options." The price for which shares may be purchased upon exercise of a
particular option shall be determined by the Plan Administrator; however, the
exercise price of an Incentive Stock Option shall not be less than 100% of the
Fair Market Value of such shares on the date such option is granted (110% if
options are intended to be Incentive Stock Options and are granted to a
stockholder who at the time the option is granted owns or is deemed to own stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of any parent or subsidiary of the Company). For
purposes of the Plan, "Fair Market
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Value" as to a particular day equals the per share closing price for the Common
Stock as reported for the prior trading day in the Wall Street Journal or in
such other source as the Plan Administrator deems reliable. The Plan
Administrator shall set the term of each stock option, but no Incentive Stock
Option shall be exercisable more than 10 years after the date such option is
granted and, to the extent the aggregate Fair Market Value (determined as of the
date the option is granted) of Common Stock with respect to which Incentive
Stock Options granted to a particular individual become exercisable for the
first time during any calendar year (under the Plan and all other stock option
plans of the Company) exceeds $100,000 (or such corresponding amount as may be
set by the Code) such options shall be treated as Nonqualified Stock Options. An
optionholder and the Plan Administrator can agree at any time to convert an
Incentive Stock Option to a Nonqualified Stock Option.

            5.3 STOCK APPRECIATION RIGHTS. The Plan Administrator may grant
stock appreciation rights, either in tandem with a stock option granted under
the Plan or with respect to a number of shares for which an option is not
granted. A stock appreciation right shall entitle the holder to receive, with
respect to each share of stock as to which the right is exercised, payment in an
amount equal to the excess of the share's Fair Market Value on the date the
right is exercised over its Fair Market Value on the date the right was granted.
Such payment may be made in cash or in shares of Common Stock valued at Fair
Market Value as of the date of the surrender, or partly in cash and partly in
shares of Common Stock, as determined by the Plan Administrator in its sole
discretion. The Plan Administrator may establish a maximum appreciation value
payable for stock appreciation rights.

            5.4 RESTRICTED STOCK AWARDS. The Plan Administrator may grant
restricted stock awards under the Plan in Common Stock or denominated in units
of Common Stock. The Plan Administrator, in its discretion, may make such awards
subject to conditions and restrictions, as set forth in the instrument
evidencing the award, which may be based on continuous service with the Company
or the attainment of certain performance goals related to profits, profit
growth, profit-related return ratios, cash flow or shareholder returns, where
such goals may be stated in absolute terms or relative to comparison companies
or indices to be achieved during a period of time. The Plan Administrator may
choose, at the time of granting an award or at any time thereafter up to the
time of payment of the award, to include as part of such award an entitlement to
receive dividends or dividend equivalents, subject to such terms as the Plan
Administrator may establish. All dividends or dividend equivalents that are not
paid currently may, in the Plan Administrator's sole discretion, accrue interest
and be paid to the participant if, when and to the extent such award is paid.

            5.5 PAYMENT; DEFERRAL. Awards granted under the Plan may be settled
through cash payments, the delivery of Common Stock (valued at Fair Market
Value) or the granting of awards or combinations thereof as the Plan
Administrator shall determine. Any award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits to
deferred stock unit equivalents.

            5.6 INDIVIDUAL AWARD AGREEMENTS. Stock Options shall and other
awards may be evidenced by agreements between the Company and the recipient in
such form and content as the Plan Administrator from time to time approves,
which agreements shall substantially comply with and be subject to the terms of
the Plan. Such individual agreements may contain such provisions or conditions
as the Plan Administrator deems necessary or appropriate to effectuate the sense
and purpose of the Plan and may be amended from time to time in accordance with
the terms thereof.

         6. AWARD EXERCISE

            6.1 PRECONDITION TO STOCK ISSUANCE. No shares shall be delivered
pursuant to the exercise of any stock option or stock appreciation right, in
whole or in part, until qualified for delivery under such securities laws and
regulations as may be deemed by the Plan Administrator to be applicable thereto
and until, in the case of the exercise of an option, payment in full of the
option price thereof (in cash or stock as provided in Section 6.3) is received
by the Company. No holder of an option or stock appreciation right, or any legal
representative, legatee or
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distributee shall be or be deemed to be a holder of any shares subject to such
option or right unless and until such shares are issued.

            6.2 NO FRACTIONAL SHARES. No stock option may at any time be
exercised with respect to a fractional share. No fractional share shall be
issued with respect to a stock appreciation right; however, a fractional stock
appreciation right may be exercised for cash.

            6.3 FORM OF PAYMENT. An optionee may exercise a stock option using
as the form of payment (a) cash or cash equivalent, (b) stock-for-stock payment
(as described below), (c) any combination of the above, or (d) such other means
as the Plan Administrator may approve. Any optionee who owns Common Stock may
use such shares as a form of payment to exercise stock options granted under the
Plan. The Plan Administrator, in its discretion, may restrict or rescind this
right by notice to optionees. A stock option may be exercised in such manner
only by tendering (actually or by attestation) to the Company whole shares of
Common Stock having a Fair Market Value equal to or less than the exercise
price. If an option is exercised by surrender of shares having a Fair Market
Value less than the exercise price, the optionholder must pay the difference in
cash.

         7. AUTOMATIC GRANT PROGRAM

            7.1 AMOUNT AND DATE OF GRANT. During the term of the Plan, the
Company shall make automatic grants of options ("Automatic Options") in the form
of Nonqualified Stock Options to each Board member ("Eligible Director") (or
proposed Board member pursuant to Section 7.1.3) who is not employed by the
Company, whether or not such person is a Non-Employee Director as referred to in
Section 2.2 as follows:

                7.1.1 ANNUAL GRANTS. Each year on the Annual Grant Date, an
Automatic Option to acquire 2,500 shares of Common Stock shall be granted to
each Eligible Director for so long as shares of Common Stock are available under
Section 4.1 hereof. The "Annual Grant Date" shall be the date of the Company's
annual stockholders meeting commencing as of the first annual meeting occurring
after the date (the "Effective Date") the Plan is approved by the stockholders
of the Company. Any Eligible Director that was granted an Automatic Option under
Section 7.1.2 or Section 7.1.3 within 90 days of an Annual Grant Date shall be
ineligible to receive an Automatic Option pursuant to this Section 7.1.1 on such
Annual Grant Date.

                7.1.2 INITIAL NEW DIRECTOR GRANTS. On the Initial Grant Date,
every new member of the Board, who is an Eligible Director and has not
previously received an Automatic Option under this Section 7.1.2 shall be
granted an Automatic Option to acquire 5,000 shares of Common Stock for so long
as shares of Common Stock are available under Section 4.1 hereof. The "Initial
Grant Date" shall be the date that an Eligible Director is first appointed or
elected to the Board. Any Eligible Director who previously received an Automatic
Option pursuant to Section 7.1.3 shall be ineligible to receive an Automatic
Option pursuant to this Section 7.1.2.

                7.1.3 INITIAL PROPOSED DIRECTOR GRANTS. On the date that shares
of Common Stock first become registered under Section 12 of the 1934 Act, the
Company shall grant an Automatic Option to acquire 10,000 shares of Common Stock
to each non-employee whose election to the Board is proposed as of such date.

            7.2 EXERCISE PRICE. The exercise price per share of Common Stock
subject to each Automatic Option granted under Section 7.1.1 or Section 7.1.2
shall be equal to 100 percent of the Fair Market Value per share of the Common
Stock on the date such Automatic Option was granted as determined in accordance
with the valuation provisions of Section 5.2 hereof granted. The exercise price
per share of Common Stock subject to each Automatic Option granted under Section
7.1.3 shall be equal to the initial public offering price per share of Common
Stock.

            7.3 VESTING. Each Automatic Option granted pursuant to Section 7.1.1
shall vest and become exercisable 12 months after the date of grant. Each
Automatic Option granted pursuant to Section 7.1.2 shall vest and become
exercisable in a series of three equal and successive installments with the
first installment vested on the date of grant and the next two installments 12
months and 24 months after the date of grant. Each Automatic Option granted
pursuant to Section 7.1.3 shall vest and become exercisable in a series of three
equal and successive
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installments with the first installment vested on the date of the recipient's
election to the Board and the next two installments 12 months and 24 months
after the date of grant. Each Automatic Option shall vest and become exercisable
only if the optionholder has not ceased serving as a Board member as of such
vesting date.

            7.4 TERM OF AUTOMATIC OPTIONS. Each Automatic Option shall expire on
the tenth anniversary (the "Expiration Date") of the date on which such
Automatic Option was granted. Except as determined by the Plan Administrator,
should an Eligible Director's service as a Board member cease prior to the
Expiration Date for any reason while an Automatic Option remains outstanding and
unexercised, the Automatic Option term shall immediately be modified and the
Automatic Option shall terminate and cease to be outstanding in accordance with
the following provisions:

                7.4.1 The Automatic Option shall immediately terminate and cease
to be outstanding with respect to any shares that were not vested at the time of
the optionholder's cessation of Board service; provided, however, that a
proposed director who receives a grant pursuant to Section 7.1.3 shall not be
treated as ceasing to serve as a Board member for purposes of this Section 7
prior to such individual's election to the Board.

                7.4.2 Should an optionholder cease, for any reason other than
death, to serve as a member of the Board, then the optionholder shall have 90
days measured from the date of such cessation of Board service in which to
exercise his or her Automatic Options that vested prior to the time of such
cessation of Board service. In no event, however, may any Automatic Option be
exercised after the Expiration Date of such Automatic Option.

                7.4.3 Should an optionholder die while serving as a Board member
or within 90 days after cessation of Board service, then the personal
representative of the optionholder's estate (or the person or persons to whom
the Automatic Option is transferred pursuant to the optionholder's will or in
accordance with the laws of the descent and distribution) shall have a 90-day
period measured from the date of the optionholder's cessation of Board service
in which to exercise the Automatic Options that vested prior to the time of such
cessation of Board service. In no event, however, may any Automatic Option be
exercised after the Expiration Date of such Automatic Option.

            7.5 OTHER TERMS. Except as expressly provided otherwise in this
Section 7, an Automatic Option shall be subject to all of the terms and
conditions of the Plan. Eligible Directors shall be entitled to receive other
awards under the Plan or other plans of the Company in accordance with the terms
and conditions thereof.

         8. TRANSFERABILITY. Any Incentive Stock Option granted under the Plan
shall, during the recipient's lifetime, be exercisable only by such recipient,
and shall not be assignable or transferable by such recipient other than by will
or the laws of descent and distribution. Except as specifically allowed by the
Plan Administrator, any other award under the Plan and any of the rights and
privileges conferred thereby shall not be assignable or transferable by the
recipient other than by will or the laws of descent and distribution and such
award shall be exercisable during the recipient's lifetime only by the
recipient.

         9. WITHHOLDING TAXES; OTHER DEDUCTIONS. The Company shall have the
right to deduct from any settlement of an award granted under the Plan,
including the delivery or vesting of shares, (a) an amount sufficient to cover
withholding as required by law for any federal, state or local taxes, and (b)
any amounts due from the recipient of such award to the Company or to any parent
or subsidiary of the Company or to take such other action as may be necessary to
satisfy any such withholding or other obligations, including withholding from
any other cash amounts due or to become due from the Company to such recipient
an amount equal to such taxes or obligations.

         10. TERMINATION OF SERVICES. The terms and conditions under which an
award may be exercised following termination of a recipient's employment,
directorship or independent contractor relationship with the Company shall be
determined by the Plan Administrator; provided, however, that Incentive Stock
Options shall not be exercisable at any time after the earliest of the date that
is (a) three months after termination of employment, unless due to death or
Disability (as defined in Section 22(e)(3) of the Code); (b) one year after
termination of employment due to Disability; or (c) ten years after the date of
grant.
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         11. TERM OF THE PLAN. The Plan shall become effective as of the date of
adoption by the Board, and shall remain in full force and effect through the
date that is ten years thereafter, unless sooner terminated by the Board. After
the Plan is terminated, no future awards may be granted, but awards previously
granted shall remain outstanding in accordance with their applicable terms and
conditions and the Plan's terms and conditions.

         12. PLAN AMENDMENT. The Board may amend, suspend or terminate the Plan
at any time; provided that no such amendment shall be made without the approval
of the Company's stockholders (a) that would increase the number of shares
available for issuance under the Plan (other than in accordance with Section 4),
or (b) if such approval is required (i) to comply with Section 422 of the Code
with respect to Incentive Stock Options, or (ii) for purposes of Section 162(m)
of the Code.

         13. PLAN NOT EXCLUSIVE. This Plan is not intended to be the exclusive
means by which the Company may issue awards to acquire its Common Stock.

         14. BIFURCATION OF THE PLAN. Notwithstanding any provision of this Plan
to the contrary, the Board, in its sole discretion, may bifurcate the Plan so as
to restrict, limit or condition the use of any provision of the Plan to
participants who are officers or directors subject to Section 16 of the 1934 Act
without so restricting, limiting or conditioning the Plan with respect to other
participants.