EXHIBIT 10.12

                              MAXXIM MEDICAL, INC.

                 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

        THIS 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (this "Plan") is
adopted by the Board of Directors (the "Board of Directors") of MAXXIM MEDICAL,
INC., a Texas corporation (the "Company"), effective the 15th day of March, 1996
(the "Adoption Date").

                              W I T N E S S E T H:

        WHEREAS, the Company believes that allowing certain non-employee
directors of the Company to obtain shares of common stock, $.001 par value
("Common Stock"), of the Company by granting stock options as hereinafter
provided is beneficial to the initial and continued success of the Company;

        NOW, THEREFORE, the Company agrees to provide for the granting of stock
options to the non-employee directors of the Company, subject to the following
conditions and provisions:

        1. PURPOSE. The purpose of this Plan is to secure for the Company and
its stockholders the benefits that flow from providing its non-employee
directors with the incentive inherent in common stock ownership. The Company
recognizes that stock option plan may allow the Company to attract and retain
qualified and competent persons for service as members of the Company's Board of
Directors because of the opportunity offered to acquire a proprietary interest
in the business of the Company.

        2. AMOUNT OF STOCK. The total number of shares of Common Stock to be
subject to options granted pursuant to this Plan shall not exceed 30,000 shares.
This total number of shares shall be subject to appropriate and automatic
increase or decrease under Section 10 of this Plan (without the need for further
action on the part of the Board of Directors of the Company), in the event of a
stock dividend, or upon a subdivision, split-up, combination or reclassification
of, the shares purchasable under such options, as contemplated in Section 10.

        3. ELIGIBILITY AND PARTICIPATION. Options may be granted pursuant to
this Plan only to non-employee directors of the Company (such non-employee
directors being hereinafter sometimes called "directors"). Directors who are
employees of the Company or a parent or a subsidiary of the Company shall not be
eligible to participate in this Plan. The holder of any option granted pursuant
to this Plan shall not have any of the rights of a shareholder with respect to
the shares covered by the option until one or more certificates for such shares
shall be delivered to him upon the due exercise of the option.

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        4. OPTION AGREEMENT. The terms and provisions of each option granted
under this Plan shall be as set forth in a Non- Employee Director Stock Option
Agreement (hereinafter called an "Option Agreement"), between the Company and
the director receiving such option in form and content substantially similar to
the Option Agreement attached hereto as EXHIBIT A.

        5. OPTIONS SHARES. On the date of the 1996 Annual Meeting of
Shareholders of the Company, the Company shall grant to each director elected at
such meeting an option to purchase 3,000 shares of Common Stock. In addition, on
the date that any new director is elected at an Annual Meeting of the
Shareholders of the Company during the term of this Plan, the Company shall
grant to each such new director an option to purchase 3,000 shares of Common
Stock.

        6. PRICE. The purchase price per share of Common Stock purchasable under
options granted pursuant to this Plan shall be eighty-five percent (85%) of the
opening price per share of the Common Stock on the New York Stock Exchange, or
such other exchange as the Common Stock may then be traded, on the day such
options are granted; provided that the purchase price per share of Common Stock
purchasable under options granted on the date of the 1996 Annual Meeting of
Shareholders of the Company shall be Eleven and 48/100 Dollars ($11.48). The
full purchase price of shares purchased shall be paid upon exercise of the
option. The purchase price per share shall be subject to adjustment under
Section 10 of this Plan.

        7. EXERCISE PERIOD. All shares of Common Stock purchasable under any
option granted under this Plan will be purchasable on the earlier of January 12
and the date of the Annual Meeting of Shareholders in the year following the
grant of such option; provided that the director granted such option must have
serve as a director of the Company at all times from the date of grant.

        8. OPTION PERIOD. The period of time within which options granted
pursuant to this Plan must be exercised shall be a period of three (3) years
after such option first becomes exercisable. The actual expiration date stated
in an Option Agreement is hereinafter called the "Expiration Date".

        9. TERMINATION. Each Option Agreement will provide that:

               (a) If the director for any reason whatsoever, other than death
        or permanent and total disability, as defined in (b) below, ceases to be
        a director of the Company, the option must be exercised by the director
        within one (1) year after the date of such termination, if such
        termination date is prior to the Expiration Date.

               (b) If the director becomes permanently and totally
        disabled, as hereinafter defined, while serving as a director

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        of the Company, the option will automatically become exercisable in full
        and must be exercised by the director at any time within one (1) year
        after the date of disability or the Expiration Date, whichever is
        earlier.

               "Permanently and totally disabled" means being unable to engage
        in any substantial gainful activity by reason of any medically
        determinable physical or mental impairment which can be expected to
        result in death or which has lasted or can be expected to last for a
        continuous period of not less than twelve (12) months. In the absence of
        any specific requirements for this determination, the decision of the
        Board of Directors of the Company, as aided by any physicians designated
        by the Board of Directors shall be conclusive and the Board of Directors
        shall send written notice to the director of the determination that he
        has become permanently and totally disabled.

               (c) In the event that the director dies while serving as a
        director of the Company, the option will automatically become
        exercisable in full and must be exercised by a legatee or legatees of
        the director under his will, or by his personal representatives or
        distributees, at any time within one (1) year after the date of death or
        the Expiration Date, whichever is earlier.

               Nothing in (a), (b) or (c) shall extend the time for exercising
        any option granted pursuant to this Plan beyond the Expiration Date.

        10. ASSIGNABILITY. Each Option Agreement shall provide that the option
granted thereby shall not be transferable or assignable by the director in any
form or fashion, and that the option may be exercised only by the director
during his lifetime, or as otherwise expressly set forth in EXHIBIT A hereto.

        11. CHANGES IN CAPITAL STRUCTURE. Each option granted pursuant to this
Plan shall provide that if the option shall, subject to Section 12, be exercised
subsequent to any share dividend, stock split, reverse stock split, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
reorganization, or liquidation occurring after the date of the grant of the
option, as a result of which shares of any class have been issued in respect of
outstanding Common Stock or Common Stock has been changed into the same or a
different number of shares of the same or another class or classes, then the
director or directors so exercising the option shall receive, for the aggregate
price paid upon such exercise, the aggregate number and class of shares that, if
Common Stock (as authorized at the date of the grant of the option) had been
purchased at the date of the grant of the option for the same aggregate price
(on the basis of the price per share set forth in Section 6 hereof) and had not
been

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disposed of, such director or directors would be holding, at the time of such
exercise, as a result of such purchase and all such share dividends, stock split
reverse stock split, split-ups, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, reorganizations, or liquidations; provided,
however, that no fractional share shall be issued upon any such exercise, and
the aggregate price paid shall be appropriately reduced on account of any
fractional share not issued.

        12. CHANGE IN CONTROL. Notwithstanding anything in this Plan to the
contrary, in the event of a Change in Control (as defined below), the
unexercised options outstanding under this Plan will automatically become
exercisable in full as of the effective date of such Change in Control. In the
event of a dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, any
outstanding options hereunder may be terminated by the Company as of the
effective date of such dissolution, liquidation, merger or consolidation by
giving notice to each holder thereof of its intention to do so not less than ten
(10) days preceding such effective date and permitting the exercise until such
effective date, or the Expiration Date if earlier, of all of such outstanding
options. Notwithstanding the preceding sentence, if the Company is not the
surviving corporation as a result of the Company being reorganized or merged or
consolidated with another corporation while unexercised options are outstanding
under this Plan, the surviving corporation may assume the unexercised options
outstanding under this Plan or substitute new options in the surviving
corporation for the outstanding options; provided, however, that the excess of
the aggregate fair market value of the securities subject to the options
immediately after the substitution or assumption over the aggregate option price
of such shares is not less than the excess of the aggregate fair market value of
the Common Stock subject to the outstanding option immediately before such
substitution or assumption over the aggregate option price of such Common Stock.
The existence of this Plan or of options granted hereunder shall not in any way
prevent any Change in Control transaction and no holder of options granted under
this Plan shall have the right to prevent any such transaction.

        "Change in Control" of the Company means and shall be deemed to have
occurred if and when (i) any "person" (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934) becomes a beneficial owner, directly or
indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company's then outstanding securities; (ii)
individuals who were members of the Board of Directors of the Company
immediately prior to a meeting of the shareholders of the Company involving a
contest for the election of directors do not constitute a majority of the Board
of Directors following such election; (iii) the shareholders of the Company
approve the dissolution or liquidation

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of the Company; (iv) the shareholders of the Company approve an agreement to
merge or consolidate, or otherwise reorganize, with or into one or more entities
which are not subsidiaries of the Company, as a result of which less than 50% of
the outstanding voting securities of the surviving or resulting entity are, or
are to be, owned by former shareholders of the Company (excluding from the term
"former shareholders" a shareholder who is, or as a result of the transaction in
question becomes, an "affiliate", as that term is used in the Securities
Exchange Act of 1934 and the Rules promulgated thereunder, of any party to such
merger, consolidation or reorganization); or (v) the shareholders of the Company
approve the sale of substantially all of the Company's business and/or assets to
a person or entity which is not a subsidiary of the Company.

        13. REGISTRATION RIGHTS. The directors shall have no registration rights
with respect to the shares of Common Stock issuable upon exercise of the options
granted under this Plan.

        14. SALE OF STOCK AFTER EXERCISE OF OPTION. Any director exercising any
option under the terms of this Plan will be required to agree that, unless the
shares obtained as a result of such exercise have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or may otherwise be
sold pursuant to an available exemption from such registration under the
Securities Act, such director will not dispose of any such shares thereafter
without the prior approval of the Company.

        Unless the Company files a registration statement with respect to the
shares issuable under the Plan, the Company shall require that a legend be
placed on any share certificates issued through the exercise of any option
granted under this Plan with respect to the foregoing restrictions. Such legend
shall be placed either on the front or back of such share certificates and shall
note that the shares are governed by this Plan.

        This Plan shall be kept at the registered office of the Company and
shall be available for inspection by any appropriate party.

        15. AMENDMENT OF THE PLAN. The Board of Directors may from time to time
alter, amend, suspend or discontinue this Plan and make rules for its
administration; provided, however, that the Plan may not be amended more than
once every six (6) months, other than to conform to changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder.

        16. SHAREHOLDER APPROVAL. This Plan will be submitted to the
shareholders of the Corporation (the "Shareholders") for approval and shall be
approved by a majority vote or by written consent of a majority of the
Shareholders.

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        17. TERMINATION OF PLAN. Unless terminated earlier, this Plan shall
terminate effective the date of the 2001 Annual Meeting of Shareholders. Any
option outstanding under this Plan at the time of the termination of this Plan
shall remain in effect until such option shall have been exercised or the
Expiration Date thereof occurs, whichever is earlier.

        18. EXHIBITS. EXHIBIT A (attached) is hereby incorporated into this Plan
by reference.

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                                   EXHIBIT "A"

                              MAXXIM MEDICAL, INC.

                  NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

        THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this "Agreement"),
effective as of , 199 (the Effective Date"), by and between MAXXIM MEDICAL,
INC., a Texas corporation (the "Company"), and , an individual residing in (the
"Optionee");

                              W I T N E S S E T H:

        WHEREAS, the Optionee is a member of the Board of Directors of the
Company but is neither an employee nor an executive officer of the Company on
the effective date hereof; and

        WHEREAS, in consideration of the Optionee's past service to the Company
and to provide the Optionee with additional incentive to remain as a director of
the Company, the Company has agreed to grant the Optionee options to purchase
shares of common stock, $.001 par value ("Common Stock"), of the Company; and

        WHEREAS, by granting the Optionee options to purchase shares of Common
Stock pursuant to the terms of this Agreement, the Company intends to carry out
the purposes set forth in the 1996 Non-Employee Directors' Stock Option Plan of
the Company (the "Plan") adopted by the Board of Directors of the Company (the
"Board of Directors"); and

        WHEREAS, the Company and the Optionee desire to set forth the terms and
conditions of such options to purchase Common Stock;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:

        1. GRANT OF OPTION. The Company hereby grants to the Optionee the option
(the "Option") to purchase all or any part of an aggregate of Three Thousand
(3,000) shares of Common Stock (such shares, as increased or decreased in
accordance with Section 8 hereof, being referred to herein as the "Option
Shares") for a purchase price of Eleven and 48/100 Dollars ($11.48) per share
(the "Exercise Price"), upon the additional terms and conditions hereinafter set
forth.

        2. AVAILABILITY OF OPTION SHARES AND TERM OF OPTION. The Option shall be
fully exercisable as of the earlier of (i) January 12, 1997, or (ii) the date of
the next Annual Meeting of Shareholders (such earlier date being hereinafter
referred to as the "Vesting Date"), such vesting expressly conditioned upon the

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Optionee having served as a director of the Company at all times from the date
of grant up to the date preceding the Vesting Date. The Option shall expire and
terminate as to any Option Shares not purchased by the Optionee on or prior to
the expiration of three years from the Vesting Date (the "Expiration Date"),
subject to earlier termination as set forth in Section 13.

        3. METHOD OF EXERCISING THE OPTION. Subject to the limitations contained
in Section 2, the Option shall be exercised by the Optionee delivering to the
Company, on or prior to the Expiration Date or the date of any earlier
termination pursuant to Section 13 (i) written notice from the Optionee stating
that the Optionee is exercising the Option, and specifying the number of Option
Shares that the Optionee desires to purchase ("Notice"), and (ii) a check
payable to the order of the Company in an amount equal to the then current
Exercise Price multiplied by the number of Option Shares that the Optionee has
indicated he desires to purchase in the Notice (the "Payment"). The Option may
be exercised as to all, or any whole number, of the Option Shares exercisable as
of the date of the Notice. The failure of the Optionee to exercise the Option as
to all of the Option Shares available for exercise as of the date of the Notice
shall not be deemed to be a waiver or forfeiture of the Optionee's right to
later exercise the Option as to any Option Shares not previously purchased. For
purposes of Section 2 hereof, the exercise of the Option to purchase the Option
Shares specified in the Notice shall be deemed to have taken place on the date
that Notice and Payment are actually received by the Company in accordance with
this Section 3.

        4. TRANSFERABILITY OF OPTION. The Option shall be exercisable (i) during
the Optionee's lifetime only by the Optionee, or his guardian or legal
representative, or (ii) in the event of his death, by his heirs or legatees in
accordance with his will or the laws of descent and distribution (but only to
the extent the Option would be exercisable by the Optionee under Section 2 or as
set forth in Section 13), and shall not otherwise be transferable or assignable,
in whole or in part.

        5. PAYMENT OF TAXES UPON EXERCISE. The Optionee understands and
acknowledges that under currently applicable law, the Optionee may be required
to include in his taxable income, at the time of exercise of the Option, the
amount by which the value of the Option Shares purchased (the "Exercise Shares")
exceeds the Exercise Price paid. The Optionee hereby authorizes the Company to
withhold Exercise Shares of a value equivalent to the amount of tax required to
be withheld by the Company out of any taxable income derived by the Optionee
upon exercise of the Option; provided, however, that the Optionee may, in the
alternative, in order to satisfy such withholding requirement, deliver to the
Company cash or other shares of Common Stock owned by the Optionee.

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        6. INVESTMENT REPRESENTATION/SECURITIES LAW REQUIREMENTS. The Optionee
represents that the Option Shares available for purchase by the Optionee under
this Agreement will be acquired only for investment and not with a view toward
resale or distribution. The Optionee agrees and understands that the Option
Shares may be restricted securities as defined in Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), and, in such case,
may not be sold, assigned or transferred, unless the sale, assignment or
transfer of such shares is registered under the Securities Act and applicable
blue sky laws, as now in effect or hereafter amended or under applicable
exemptions therefrom. In the case of any sale under such an exemption, the
Company will require an opinion of counsel in form and substance satisfactory to
the Company from counsel acceptable to the Company such registrations are not
required. The Optionee further understands and agrees that, unless issued
pursuant to an effective registration statement under the Securities Act, the
following legend shall be set forth on each certificate representing Option
Shares:

               "The shares represented by this certificate have not been
        registered under the Securities Act of 1933 or under the blue sky laws
        of any state, and may not be sold, assigned or transferred except upon
        such registration or upon receipt by the Company of an opinion of
        counsel in form and substance satisfactory to the Company from counsel
        acceptable to the Company that such registrations are not required for
        such sale, assignment or transfer."

        7. NO RIGHTS AS SHAREHOLDER. The Optionee shall not have any rights as a
shareholder with respect to any of the Option Shares until the date of issuance
by the Company of a stock certificate to the Optionee for such shares. Except as
otherwise provided in Section 10 hereof, the Optionee shall not be entitled to
any dividends, cash or otherwise, or any adjustment of the Exercise Price of any
of the Option Shares for such dividends, if the record date therefor is prior to
the date of issuance of such stock certificate. Upon valid exercise of the
Option by the Optionee, the Company agrees to cause a valid stock certificate
for the number of Option Shares then purchased to be issued and delivered to the
Optionee within seven (7) business days.

        8. CORPORATE PROCEEDINGS OF THE COMPANY. Notwithstanding anything in
this Agreement to the contrary, in the event of a Change in Control (as defined
in the Plan), the Option will automatically become exercisable in full as of the
effective date of such Change in Control. In the event of a dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving corporation, the Option may be terminated by the Company as of
the effective date of such dissolution, liquidation, merger or consolidation by
giving notice to Optionee of its intention to do so not less than ten (10) days
preceding such effective date and permitting the exercise until

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such effective date, or the Expiration Date if earlier, of the Option.
Notwithstanding the preceding sentence, if the Company is not the surviving
corporation as a result of the Company being reorganized or merged or
consolidated with another corporation while the Option is outstanding, the
surviving corporation may assume the Option or substitute a new option in the
surviving corporation for the Option; provided, however, that the excess of the
aggregate fair market value of the securities subject to the options immediately
after the substitution or assumption over the aggregate option price of such
shares is not less than the excess of the aggregate fair market value of the
Option Shares immediately before such substitution or assumption over the
Exercise Price of Option Shares. The existence of the Option shall not in any
way prevent any Change of Control transaction and Optionee shall have no right
to prevent any such transaction.

        If the Option shall be exercised subsequent to any share dividend, stock
split, reverse stock split, split-up, recapitalization, merger, consolidation,
combination or exchange of shares, reorganization, or liquidation occurring
after the Effective Date, as a result of which shares of any class have been
issued in respect of outstanding Common Stock or Common Stock has been changed
into the same or a different number of shares of the same or another class or
classes without payment of consideration therefor, then the Optionee shall
receive, for the Exercise Price paid upon such exercise, the aggregate number
and class of shares that, if the Option Shares had been purchased at the
Effective Date and had not been disposed of, the Optionee would be holding, at
the time of such exercise, as a result of such purchase and all such share
dividends, stock split reverse stock split, split-ups, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, reorganizations,
or liquidations; provided, however, that no fractional share shall be issued
upon any such exercise, and the Exercise Price shall be appropriately reduced on
account of any fractional share not issued.

        The issuance by the Company of shares of stock of any class of
securities convertible into shares of stock of any class, including Common
Stock, or the issuance by the Company of Common Stock, for cash, property or
services rendered, either upon direct sale or upon the exercise of rights,
options, or warrants to subscribe therefor, or the conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or Exercise Price of shares of Common Stock then subject to the
Option.

        9. NOTICES. All notices, demands and other communications required or
permitted hereunder, shall be deemed to have been properly given or delivered
when delivered personally or sent by certified or registered mail, return
receipt requested with all

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postage fully prepaid, addressed to the respective parties hereto
as follows:

        If to the Company:          104 Industrial Blvd.
                                    Sugar Land, Texas  77478
                                    Attn:  President

        If to Optionee:



        Any party hereto may change the above designated address by notice to
the other party hereto of such new address given in accordance with this  
Section 9.

        10. JOINDER OF SPOUSE. The Optionee's spouse is fully aware of,
understands and fully consents and agrees to the provisions of this Agreement
and its binding effect upon any interest, community or otherwise, she may have
in any of the Option Shares or this Agreement, and she hereby evidences such
awareness, understanding, consent and agreement by execution of this Agreement.

        11. FRACTIONAL SHARES. Notwithstanding any other provision of this
Agreement, the Company shall not be required to issue any fractional shares, and
to the extent that the terms hereof would otherwise require such issuance of
fractional shares, the number of shares actually issued shall be rounded down to
the nearest whole share.

        12. TRANSFERABILITY; BINDING EFFECT. The Option shall be exercisable
only by the persons described in Section 4. Subject to the foregoing, all
covenants, terms, agreements and conditions of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by, the Company and the
Optionee and their respective heirs, executors, administrators, successors and
assigns.

        13.    TERMINATION.

               (a) If the Optionee for any reason whatsoever, other than death
        or permanent and total disability, as defined in (b) below, ceases to be
        a director of the Company, the option must be exercised by the director
        within one (1) year after the date of such termination, if such
        termination date is prior to the Expiration Date.

               (b) If the Optionee becomes permanently and totally disabled, as
        hereinafter defined, while serving as a director of the Company, the
        Option will automatically become exercisable in full and must be
        exercised by the Optionee at any time within one (1) year after the date
        of disability or the Expiration Date, whichever is earlier.

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               "Permanently and totally disabled" means being unable to engage
        in any substantial gainful activity by reason of any medically
        determinable physical or mental impairment which can be expected to
        result in death or which has lasted or can be expected to last for a
        continuous period of not less than twelve (12) months. In the absence of
        any specific requirements for this determination, the decision of the
        Company, as aided by any physicians designated by the Company shall be
        conclusive and the Company shall send written notice to the Optionee of
        the determination that the Optionee has become permanently and totally
        disabled.

               (c) In the event that the Optionee dies while serving as a
        director of the Company, the option will automatically become
        exercisable in full and must be exercised by a legatee or legatees of
        the Optionee under the Optionee's will, or by the Optionee's personal
        representatives or distributees, at any time within one (1) year after
        the date of death or the Expiration Date, whichever is earlier, and if
        not so exercised, the Option shall thereupon terminate.

               Nothing in (a), (b) or (c) shall extend the time for exercising
the Option granted pursuant to this Agreement beyond the Expiration Date.

        14. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the Company and the Optionee and their respective heirs,
executors, administrators, successors and assigns.

        15. GOVERNING LAW. This Agreement shall be governed by the laws of
Texas, and the laws of the United States applicable in Texas.

        16. CAPTIONS. The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
the Agreement.

        17. COUNTERPARTS. This Agreement may be executed in multiple original
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.

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        IN WITNESS WHEREOF, this Agreement has been executed and delivered as of
the date first written above, to be effective as of the Effective Date.

                                              COMPANY:

                                              MAXXIM MEDICAL, INC.,
                                              a Texas corporation

                                              By:
                                                 Kenneth W. Davidson, President

                                              OPTIONEE:

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

                                              ---------------------------------
                                              Spouse of Optionee

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