FLORAFAX INTERNATIONAL INC, DEFR14A, 1996-01-08

FLORAFAX INTERNATIONAL INC
DEFR14A, 1996-01-08
BUSINESS SERVICES, NEC

Previous: FIRSTAR CORP /WI/, SC 13G, 1996-01-08

Next: FORTUNE PETROLEUM CORP, SB-2, 1996-01-08

<PAGE> 1

[FLORAFAX
INTERNATIONAL LOGO]

January 5, 1996

Supplemental Proxy Statement Information

Dear Shareholders:

Page 1 of the Proxy Statement for the 1996 Annual Meeting of Stockholders to be
held on January 30, 1996 reflects an incorrect statement of the issued and
outstanding numbers of shares of common stock of the Company. The correct
numbers, as of the close of business on December 4, 1995, the record date of
the meeting, were 5,945,973 shares of common stock issued and 5,922,973 shares
of common stock outstanding. The Proxy Statement should reflect on Page 23
that the transfer agent and registrar for the Company's common stock, Mellon
Securities Trust Company, may be engaged to assist in the proxy solicitation
for additional compensation, not to exceed $7,500 plus out-of-pocket expenses.

We apologize for these errors. We look forward to seeing you at the 1996
Annual Meeting on January 30, 1996.

Yours very truly,

FLORAFAX INTERNATIONAL, INC.

Kelly S. McMakin
Secretary

<PAGE> 2

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FLORAFAX INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 3

(FLORAFAX LETTERHEAD)

December 22, 1995

To the Stockholders of

FLORAFAX INTERNATIONAL, INC.:

You are cordially invited to attend the Annual Meeting of Stockholders
of Florafax International, Inc. on January 30, 1996 at Dodgertown located at
3901 26th Street, Vero Beach, Florida 32961, commencing at 11:00 a.m., local
time. We look forward to greeting personally as many of our stockholders as
possible at the meeting. Please call Mrs. Terri Giles at 1-800-681-8222,
extension 306, for directions.

The Notice of the Annual Meeting and Proxy Statement accompanying this
letter provides information concerning matters to be considered and acted upon
at the meeting. A report on the operations of the Company will be presented at
the meeting, followed by a question and answer period and discussion.

We know that most of our stockholders are unable personally to attend
the Annual Meeting. Proxies are solicited so that each stockholder has an
opportunity to vote on all matters which are scheduled to come before the
meeting. Whether or not you personally plan to attend, please take a few
minutes now to read these materials and to sign, date and return your proxy in
the enclosed postage paid envelope. Regardless of the number of Florafax
shares you own, your presence in person or by proxy is important for
establishing a quorum, and your vote on the matters to be considered at the
meeting is important. Even if you have signed a proxy, you may vote in person
on all matters presented for stockholder vote at the meeting, and you are
encouraged to attend the meeting.

Thank you for your continued interest in Florafax.

Very truly yours,

Andrew W. Williams
Chairman of the Board

I URGE YOU TO VOTE AND TO RETURN YOUR PROXY TODAY.
<PAGE> 4

FLORAFAX INTERNATIONAL, INC.
8075 20th Street
Vero Beach, Florida 32966

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JANUARY 30, 1996

To the Stockholders of
FLORAFAX INTERNATIONAL, INC.:

NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders of
Florafax International, Inc. (the "Company") will be held at Dodgertown,
located at 3901 26th Street, Vero Beach, Florida 32961, on January 30, 1996, at
11:00 a.m., local time, for the following purposes:

1. To elect seven directors of the Company to serve until their
respective successors are elected and qualified;

2. To approve the appointment of auditors for the 1996 fiscal
year;

3. To approve the adoption of the Nonemployee Directors' Stock
Option Plan;

4. To approve the Management Incentive Stock Plan; and

5. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.

In accordance with the Bylaws of the Company and a resolution of the
Board of Directors, the record date for the meeting has been fixed as December
4, 1995. Only holders of common stock of record at the close of business on
such date will be entitled to vote at the meeting or any adjournment or
postponement thereof. This Notice and the accompanying Proxy Statement are
first being mailed to stockholders on or about December 22, 1995.

A complete list of stockholders entitled to vote at the meeting will
be on file at the Company's principal executive office at 8075 20th Street,
Vero Beach, Florida, 32966, for a period of ten days prior to the meeting.
During such time, the list will be open to the examination of any shareholder
during ordinary business hours for any purpose germane to the meeting.

FLORAFAX INTERNATIONAL, INC.
Kelly S. McMakin
Secretary

Vero Beach, Florida
December 22, 1995

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY TODAY.

<PAGE> 5

FLORAFAX INTERNATIONAL, INC.
8075 20th Street
VERO BEACH, FLORIDA 32966

PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD

January 30, 1996

_______________________________

These proxy materials are furnished in connection with the
solicitation of proxies by the Board of Directors of FLORAFAX INTERNATIONAL,
INC., a Delaware Corporation ("Company") for the 1996 Annual Meeting of
Stockholders to be held at 11:00 a.m., local time, on January 30, 1996, at
Dodgertown, located at 3901 26th Street, Vero Beach, Florida 32961, and any
adjournment or postponement of such meeting. This proxy statement, and the
accompanying proxy were first mailed on or about December 22, 1995, to
stockholders of record on December 4, 1995.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual Meeting
are;

1. To elect seven directors of the Company to serve until their
respective successors are elected and qualified;

2. To approve the appointment of auditors for the 1996 fiscal
year;

3. To approve the adoption of the Nonemployee Directors' Stock
Option Plan;

4. To approve the Management Incentive Stock Plan; and

5. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.

VOTING AND PROXIES

The Board of Directors has set the close of business on December 4,
1995, as the record date for determining stockholders entitled to notice of and
to vote at the Annual Meeting. At that date, there were 7,248,796 shares of
common stock issued and 7,225,796 shares of common stock outstanding. There
were no shares of Preferred Stock issued and outstanding. Stockholders are
entitled to one vote per share on all matters submitted for consideration at
the Annual Meeting. The presence in person or by proxy of a majority of all
the outstanding voting securities of the

<PAGE> 6

Company is required to constitute a quorum at the Annual Meeting or at any
adjournment or postponement thereof.

The election of nominees for director requires a plurality of the
votes cast. Approval of the appointment of auditors requires the affirmative
vote of a majority of the shares present at the meeting in person and by proxy.
Approval of the Nonemployee Directors' Stock Option Plan requires the
affirmative vote of a majority of the shares present at the meeting in person
and by proxy. Approval of the Management Incentive Stock Plan requires the
affirmative vote of a majority of the shares present at the meeting in person
and by proxy. With regard to the election of directors, votes may be cast in
favor of a nominee or withheld. Cumulative voting for the election of
directors is not permitted. Votes that are withheld will be excluded entirely
from the vote and will have no effect. Abstentions may be specified on any
proposal other than the election of directors. An automated system
administered by the Company's transfer agent is used to tabulate the votes.
Abstentions and broker non-votes are counted as shares present in the
determination of whether the shares represented at the Annual Meeting
constitute a quorum. Each is tabulated separately. Abstentions and broker
non-votes are not counted for purposes of determining the number of votes cast
on any matter, except that abstentions will be counted as votes against the
approval of the Nonemployee Directors' Stock Option Plan and the Management
Incentive Stock Plan.

The Board of Directors has designated Andrew W. Williams and Solomon
O. Howell, Jr., and each of them, with full powers of substitution, as the
persons named as proxies for stockholders executing the accompanying proxies.
Proxies which are properly executed by stockholders entitled to vote at the
Annual Meeting and which are received by the Company prior to the Annual
Meeting and not revoked prior to their use, will be voted at the Annual Meeting
in accordance with the directions specified by each stockholder executing the
proxy. The Board of Directors recommends that you vote, and all properly
executed proxies which do not specify how they are to be voted shall be voted,
FOR the seven nominees for directors named below. Execution of the enclosed
proxy entitles the named proxies to vote in their discretion on all other
matters presented for a vote of the stockholders at the Annual Meeting.

PROXIES MAY BE REVOKED AT ANY TIME PRIOR TO THEIR USE BY THE RECORD HOLDER
GIVING WRITTEN NOTICE OF REVOCATION RECEIVED BY THE COMPANY OR BY THE RECORD
HOLDER EXECUTING AND DELIVERING TO THE COMPANY A NEW PROXY BEARING A LATER
DATE. Any stockholder who attends the Annual Meeting in person and desires to
vote in person may do so by revoking his earlier proxy at the Annual Meeting
before its use as to any particular matter to be voted on by the stockholders.

2
<PAGE> 7

ELECTION OF DIRECTORS

The Bylaws of the Company state that the Board of Directors shall
consist of not less than three nor more than nine directors, as determined from
time to time by a duly adopted resolution of the Board of Directors. The Board
has resolved that the Board of Directors for the current fiscal year shall
consist of seven directors. No proxy will be voted for more than seven
individuals. The Company's Bylaws provide that the President of the Company
shall be a member of the Board.

On December 8, 1988, the Board determined that at the time of
election, each director would be required to own at least 10,000 shares of
common stock of the Company. All of the director nominees currently meet this
requirement and have represented that they will meet this qualification at the
time of the director's election. In the event any director does not comply
with this requirement during the fiscal year, such director will not be
eligible to serve. The Board may, but is not required to fill such vacancies,
if they occur.

The seven nominees for director were selected by the Board of
Directors and are named and described below. Each director elected shall hold
office until the next annual meeting of stockholders of the Company or until
his respective successor is duly elected and qualified. Each nominee for
director has agreed to stand for election and, if elected, has agreed to serve
as a director of the Company. In the event any nominee is unable or declines
to serve as a director at or before the Annual Meeting, the Board of Directors
has determined that a majority of the remaining nominees may select a qualified
replacement nominee to fill such vacancy. Management is not aware of any
nominee who is unable to serve, does not own the qualifying shares, or will
decline to serve if so elected.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
FOLLOWING NOMINEES FOR DIRECTOR. THE HOLDERS OF PROXIES INTEND TO VOTE FOR THE
FOLLOWING NOMINEES FOR DIRECTOR.

The following information is furnished with respect to each of the
nominees. Such information includes all positions with the Company and
principal occupations during the last five years.

T. CRAIG BENSON
Mr. Benson, 33, is President of the Corporate Equities Division of Service
Corporation International headquartered in Houston, Texas. Service Corporation
International is the largest publicly held funeral home/cemetery company in the
world. Mr. Benson also serves as a Director of Equity Corporation International
and Tanknology Environmental, Inc. Mr. Benson has been a Director of the
Company since March, 1991.

SOLOMON O. HOWELL, JR.
Mr. Howell, 55, is Secretary/Treasurer of H & N Constructors, Inc. and formerly
President of Howell & Howell, Inc. in Louisville, Kentucky. Mr. Howell serves
as a Director of Royal Gold, Inc. and has been a Director of the Company since
February, 1986.

3
<PAGE> 8

GLENN R. MASSEY
Mr. Massey, 42, is a Sales Manager for Gaylord Broadcasting in Houston, Texas.
From February, 1988 to June, 1992 he was President of Massey Brothers, Inc.,
Houston, Texas, a wholesale and retail cut flower company. Mr. Massey became
President and Chief Executive Officer and a Director of the Company on February
5, 1993. In September, 1994 Mr. Massey resigned as President and Chief
Executive Officer. Mr. Massey is presently the General Sales Manager of KHTV
in Houston, Texas.

WILLIAM E. MERCER
Mr. Mercer, 54, was Chief Financial Officer of Service Corporation
International and was also a Director of that company from April, 1971 to
December, 1989. Since December, 1989, Mr. Mercer has owned and served as
Chairman of the Board and Chief Executive Officer of Southwest Guaranty Trust
Company, a Texas chartered private trust company located in Houston, Texas. He
has been a Director of the Company since April, 1987. Mr. Mercer also serves
as a Director of Cal-Tex Protective Coatings, Inc. and Bass Boats, Inc.

JAMES H. WEST
Mr. West, 41, was elected Vice President, Treasurer and Chief Financial Officer
of the Company on February 5, 1993. On January 7, 1994 Mr. West was elected
Chief Operating Officer, and on August 8, 1994 he was elected Secretary, of the
Company. On November 17, 1994 he was elected President. From November, 1987
to November, 1992, Mr. West was President of M.P.I.I., Inc. ("M.P.I.I.") which
is in the funeral, cemetery and insurance business. As of the date of this
Proxy Statement, Mr. West remains as President, COO and CFO. He has been a
Director of the Company since January, 1994.

ANDREW W. WILLIAMS
Mr. Williams, 43, is, and has been for the past ten years, the President of
A.W.W., P.A. a private accounting firm in Vero Beach, Florida. Since August,
1990 he has served as Chairman and CEO of Equity Resource Group of Indian River
County, Inc. Mr. Williams is the President of Confidential Investment
Services, Inc. and Chairman of Atlantic Aquaculture Technologies, Inc. In
addition, he serves as a Director of First American Bank and Admiralty Bank.
Mr. Williams was elected Chairman of the Board in November, 1992 and has been
a Director of the Company since December, 1988. In September, 1994 Mr.
Williams was elected Chief Executive Officer of the Company.

KENNETH G. PUTTICK
Mr. Puttick, 48, is President, Director and Owner of Ken Puttick
Buick-Cadillac, in Vero Beach, Florida. Mr. Puttick has been in the retail
automobile business since 1968. He has owned and operated several retail and
real estate businesses simultaneously. Mr. Puttick has been a Director of the
Company since January, 1995.

There are no family relationships between any nominee or member of the
Board of Directors or executive officer of the Company. There are no
arrangements, agreements or understandings, to the knowledge of the Company, by
which any nominee for director is bound and pursuant to which he was selected
as a nominee.

4
<PAGE> 9

INFORMATION CONCERNING OFFICERS AND DIRECTORS

MEETINGS AND COMPENSATION OF DIRECTORS

During fiscal year 1995, the Board of Directors held 5 meetings. As
of January 1, 1993, each director of the Company waived, indefinitely, his
monthly fees and his fees for attending meetings of the Board of Directors and
each committee thereof. In consideration therefor, on February 5, 1993, the
Company granted each director, other than salaried employees, options to
purchase 100,000 shares of the common stock of the Company at $.10 per share.
All of these options were exercised prior to their expiration date of January
1, 1994. All directors are reimbursed by the Company for out-of-pocket
expenses incurred by them in connection with their service on the Board and
committees thereof. No member of the Board, the Audit Committee or the
Compensation Committee attended less than 75% of the meetings held. The Board
of Directors does not have a nominating committee. Management nominees for
director are selected by a majority vote of the Board of Directors.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which currently
consists of William E. Mercer, T. Craig Benson and James H. West, met one time
during the 1995 fiscal year. The functions of the Audit Committee are to
review the qualifications and independence of the independent auditors; to
recommend the appointment of the independent auditors; to approve the
assignment of new audit partners; to review the scope of the annual audit and
the annual audit process; to review the annual audited financial statements; to
review the annual reporting process; to review internal audit, accounting, data
processing, financial functions, and personnel; to review accounting and data
processing controls and procedures; to review legal matters that may have a
significant effect on the financial statements; to review the internal audit
function; to provide regular opportunities for the director of internal audit
and management to meet privately with the Audit Committee; to review the
Company's policies on standards of conduct; and to report the activities of the
Audit Committee to the Board of Directors on a regular basis.

COMPENSATION COMMITTEE

The Compensation Committee ("Committee") of the Board of Directors
currently consists of Solomon O. Howell, Jr., Glenn R. Massey, T. Craig Benson,
and Andrew W. Williams. The Compensation Committee met one time during the
1995 fiscal year. The functions of the Compensation Committee are to review
the compensation of officers and other management personnel and to make
recommendations concerning such compensation. The Compensation Committee also
administers those employee benefit plans of the Company which provide for
administration by a Board committee.

NOMINATING COMMITTEE

The Board of Directors does not have a standing nominating committee
or a committee performing similar functions.

5
<PAGE> 10

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors, executive officers, and any persons
holding more than ten percent of the Company's common stock to report their
initial ownership of the Company's common stock and any subsequent changes in
that ownership to the Securities and Exchange Commission ("SEC"), and to
provide copies of such reports to the Company. Based upon the Company's review
of copies of such reports received by the Company and written representations
of its directors, executive officers, and certain beneficial owners of stock,
the Company believes that during the year ended August 31, 1995, all Section
16(a) filing requirements were satisfied.

EXECUTIVE OFFICERS

The following persons were, at the date of this Proxy Statement, the
executive officers of the Company. Each officer serves at the pleasure of the
Board of Directors. Other than that certain Employment Agreement
("Agreement"), dated July 7, 1994, by and between James H. West, as employee,
and the Company, there exists no employment agreements between the Company and
any current officer of the Company. With respect to the Agreement, the Company
agrees to continue to employ Mr. West as its Chief Operating Officer and Chief
Financial Officer for a minimum annual salary of $140,000, plus a company car,
health insurance and other benefits generally available to the Company's
employees. The Company also agreed to reimburse Mr. West for any moving
expenses and to provide him with a bridge loan to enable him to purchase a home
in Vero Beach, Florida. By the terms of the Agreement, the bridge loan is
secured by certain real estate owned by Mr. West, and said loan is to be repaid
upon liquidation of such real estate. The Agreement contains covenants not to
compete, as well as a confidentiality covenant. The term of the Agreement is
for one year and is renewed automatically for additional one-year terms, unless
terminated earlier. Either party may terminate the Agreement upon thirty days
prior written notice, and the Company may terminate Mr. West's employment
without such notice, for cause. In the event the Company terminates Mr. West's
employment for any reason other than for cause, then the Company must pay to
Mr. West, as severance, a lump sum payment equal to the total amount of his
annual salary. For the first year of the Agreement, Mr. Andrew Williams
personally guaranteed the obligations of the Company to Mr. West.

<TABLE>
<CAPTION>
NAME AGE OFFICER SINCE POSITION WITH COMPANY
<S> <C> <C> <C>
Andrew W. Williams 43 November, 1992 Chairman of the Board and
Chief Executive Officer

James H. West 41 February, 1993 President, Chief Operating
Officer and Chief Financial Officer

Kelly S. McMakin 34 December, 1994 Treasurer, Secretary, and
Vice President
</TABLE>

See "Election of Directors" for the business background of Messrs.
Williams and West.

6
<PAGE> 11

KELLY S. MCMAKIN
Mr. McMakin, 34, was elected Vice President and Treasurer of the Company on
November 17, 1994, and on February 6, 1995 he was elected Secretary of the
Company. From June, 1993, to the present, Mr. McMakin has been Controller of
the Company. From May, 1988, through May, 1993, Mr. McMakin was Controller of
M.P.I.I. As of the date of this Proxy Statement, Mr. McMakin remains as Vice
President, Secretary and Treasurer.

There are no arrangements, agreements or understandings, to the
knowledge of Company, by which any of the persons described above was selected
as an officer.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation
for the Company's Chief Executive Officer and for any executive officer whose
aggregate remuneration was $100,000 or more for the fiscal year ended August
31, 1995:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
NAME AND PRINCIPAL FISCAL YEAR ANNUAL BONUS ($) OTHER ANNUAL
POSITION COMPENSATION COMPENSATION
SALARY ($) ($)
<S> <C> <C> <C> <C>
James H. West, 1995 $155,935 $17,500 (1) $5,735 (1)
Chief Operating and 1994 $112,038
Financial Officer 1993 $ 65,923

Glenn R. Massey 1995 $ 10,096 $17,500 (1) $5,735 (1)
President & Chief 1994 $ 65,384
Executive Officer 1993 $ 49,173
(resigned Sept. 1994)

Andrew W. Williams 1995 $ 65,923
Chief Executive 1994 $ 24,615
Officer 1993 $ -0-
</TABLE>

For the years ended August 31, 1995, 1994, and 1993, the Company granted no
restricted stock awards, stock appreciation rights ("SARs"), long-term
incentive plan ("LTIP") awards or any other form of long-term compensation to
the officers listed above.

(1) Effective December 1, 1994 the Company issued as compensation,
for no additional consideration, 100,000 shares of common stock, with an
approximate market value of $.175 per share, to both Mr. Massey and Mr. West.
The Company also agreed to pay all personal income tax on behalf of these
individuals resulting from this stock grant. As of the date of this Proxy
Statement the Company has granted no restricted stock awards, SARs or LTIP
awards to Mr. Massey or Mr. West.

7
<PAGE> 12

Except for Mr. West's employment agreement, as set forth in the
"Executive Officers" section, there are no employment agreements in effect.
Non-cash remuneration to all officers and directors as a group, did not exceed
$25,000 in the aggregate, except for the 100,000 shares issued to both Mr. West
and Mr. Massey, as discussed in the preceding paragraph. The Company has no
long term incentive plan, pension plan, retirement plan or other plan as
defined by the rules and regulations of the SEC except for the 1983 Stock
Option Incentive Plan described below.

DIRECTOR AND MANAGEMENT STOCK OPTIONS

The 1983 Stock Option and Incentive Plan (the "Plan") was adopted by
the Board of Directors of the Company on February 27, 1983, and was approved by
the stockholders on April 26, 1983. The plan was amended by action of the
Board on October 17, 1985, and ratified by the stockholders on February 28,
1986, to provide for the grant of incentive stock options. The purpose of the
plan is to provide key management personnel with the incentives inherent in
ownership of the Company's common stock.

On December 4, 1995, options covering a maximum of 281,250 shares were
permitted to be granted under the Plan. Options covering 31,250 shares had
been exercised, options covering 35,000 shares have expired and 215,000 shares
were reserved for the grant of future options, for employees. No Plan options
were granted or exercised during fiscal year 1995, and no Plan options are
outstanding at this time. The Company intends to terminate the Plan
immediately following the 1996 Annual Meeting, if the Management Incentive
Stock Plan, described below, is approved by the stockholders at that meeting.

8
<PAGE> 13

The following table lists options granted to each director, each
nominee for director, the Company's Chief Executive Officer, and each executive
officer receiving aggregate remuneration during fiscal 1995 exceeding $100,000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
NAME OR GROUP NO. OF % OF TOTAL PER SHARE FMV OF EXPIRATION DATE
OPTION OPTIONS EXERCISE OPTION
SHARES GRANTED TO PRICE AS OF DATE
EMPLOYEES OF AWARD
IN FISCAL YEAR
<S> <C> <C> <C> <C> <C>
James H. West 200,000 66% $0.20 $0.20 November 30, 1995 as
President, COO, CFO to 100,000 shares
and Director and
November 30, 1996
as to 100,000 shares

Glenn R. Massey 50,000 16% $0.20 $0.20 November 30, 1995
President, CEO, as to 25,000 shares
(resigned Sept. and
1994) and Director November 30, 1996
as to 25,000 shares
</TABLE>

9
<PAGE> 14

AGGREGATED OPTIONS/SAR EXERCISE IN FISCAL YEAR 1995
AND FY-END OPTION/SAR VALUE

The following table lists all options exercised during fiscal 1995 by
each director, each nominee for director, the Company's Chief Executive Officer
and each executive officer receiving aggregate remuneration during fiscal 1995
exceeding $100,000.

<TABLE>
<CAPTION>
NAME SHARES VALUE NUMBER UNEXERCISED VALUE OF
ACQUIRED ON REALIZED ($) OPTIONS/SARS UNEXERCISED
EXERCISE (#) AT FY-END (#) IN-THE-MONEY
EXERCISABLE/ OPTIONS/SARS
UNEXERCISABLE AT FY-END ($)
EXERCISABLE/
UNEXERCISABLE
<S> <C> <C> <C> <C>
James H. West, -0- -0- November 30, 1995 $ 140,000
President, COO, CFO as to 100,000 shares
and Director and
November 30, 1996
as to 100,000 shares

Glenn R. Massey -0- -0- November 30, 1995 $ 35,000
President, CEO as to 25,000 shares
(resigned Sept. and
1994) and Director November 30, 1996
as to 25,000 shares
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since September 1, 1993, through the date of this Proxy Statement,
there were no transaction or series of transactions, to the knowledge of the
Company, to which the Company or any of its subsidiaries was a party, in which
the amount involved exceeded $60,000 and in which any executive officer,
director, nominee for director, record holder, beneficial security holder
owning 5% or more of any class of the Company's voting securities, or any
member of the immediate family of any of the foregoing persons, had a direct or
indirect material interest, except as described below:

(1) Mr. Benson, a director of the Company, is an officer of
Service Corporation International ("SCI"). The Company provides SCI with
credit card and charge card processing services to its funeral and cemetery
divisions. The Company provides SCI credit card processing services on the
same terms and conditions as it would for unaffiliated parties with similar
volumes of business. The Company received $1,485,000.00 from SCI for these
services during fiscal year 1995.

(2) From November 9, 1993 to January 25, 1994, the Company
borrowed three separate amounts, totaling $200,000, from Citrus Bank, which
bear interest at the prime rate of Citrus Bank, plus two percentage points per
annum. The loans are repayable over a five year term.

10
<PAGE> 15

Mr. Andrew Williams has personally guaranteed these loans, and he, his wife and
Confidential Investment Services, Inc., a company controlled by Mr. Williams,
pledged 276,300 shares of Company common stock to secure these loans. These
loans are also secured by certain assets of the Company. As of August 31, 1995
the balance of these loans were approximately $141,000. Subsequent to August
31, 1995, the Company paid Mr. Williams $5,000.00 for providing the Company
with the necessary collateral and credit enhancement to obtain these loans. In
the opinion of the Company, the amount is less than it would pay for similar
services from an unaffiliated party.

(3) On August 31, 1995, the Company borrowed the sum of $250,000
from Citrus Bank, which bears interest at the prime rate of Citrus Bank, plus
one percentage point per annum. The loan is repayable over a five year term.
Mr. Andrew Williams has personally guaranteed this loan, and he has pledged a
$75,000 certificate of deposit to secure this loan. This loan is also secured
by all of the assets of Flower Club International, Inc., a subsidiary of the
Company. The Company paid Mr. Williams $5,000.00 for providing the Company
with the necessary collateral and credit enhancement to obtain this loan. In
the opinion of the Company, the amount is less than it would pay for similar
services from an unaffiliated party.

(4) On March 10, 1994, Andrew W. Williams, Chairman of the Board,
transferred certain assets, primarily telephone numbers and trademarks, to the
Company in exchange for a note receivable from the Company for $105,000. An
addendum to this note was executed effective June 15, 1994 which placed a
moratorium on all principal and interest payments. On December 16, 1994 this
note was amended, with the new terms calling for monthly principal and interest
payments of $1,600.00 until December, 1999. As of August 31, 1995 the balance
of this note was approximately $78,000. During the fiscal year 1995, there
were no principal or interest payments made on this note. On October 30, 1995,
the Company paid this note in full.

(5) On August 28, 1994, pursuant to the Agreement, as set forth in
the "Executive Officers" Section, the Company committed to loan $70,000,
bearing an interest rate of 7.75% per annum, to James H. West, President, Chief
Operating and Chief Financial Officer, of which $57,000 was advanced on the
date of the loan. On November 7, 1994 the Company advanced to Mr. West an
additional $5,000 under the terms of the original $70,000 commitment. The loan
is secured by real estate owned by Mr. West and will be repaid upon liquidation
of the real estate. As of August 31, 1995 the balance on this note, including
interest, was approximately $67,000.

(6) On or about April 1,1995, the Company, as tenant, entered into
a Lease Agreement with Alvin W. Wunderlich, Jr., Trustee of the Alvin W.
Wunderlich, Sr., Trust Number 1, as Landlord, for the leased premises located
at 8075 20th Street, Vero Beach, Florida. The trustee of the trust, who is the
Landlord under the lease and owner of the leased premises, is the father-in-law
of Andrew W. Williams, however, the spouse and children of Mr. Williams are the
beneficiaries named under said trust. Pursuant to the terms of the lease, the
Company has the option to extend the initial five year term of the lease for
two successive additional terms of five years each. During the initial term of
the lease, the Company has agreed to pay to the Landlord the annual rental of
$33,000.00. During any extension term, the annual rental shall be adjusted
based upon changes in the cost of living index.

11
<PAGE> 16

In the opinion of management of the Company these transactions were
negotiated at arm's length and involve either market, or better than market,
commercial terms and conditions under the circumstances then existing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth as of December 4, 1995 information
with respect to those persons who owned (as reflected in the stock transfer
records of the Company and otherwise to the Company's knowledge) beneficially
5% or more of the common stock of the Company. All shares are subject to the
named person's sole voting and investment power, except as set forth below.

<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Common Stock
<S> <C> <C>
Andrew W. Williams 827,700 (1), (2) 11.5% (1), (2)
616 Azalea Lane
Vero Beach, FL 32963

The Clark Estates, Inc. 1,784,098 (3) 24.7% (3)
30 Wall Street
New York, NY 10005

Kenneth G. Puttick 895,000 (4) 12.4% (4)
210 Osprey Court
Vero Beach, FL 32963
</TABLE>

(1) To secure three loans to the Company from Citrus Bank in the
maximum principal amount of $200,000, Mr. Williams, his wife, and Confidential
Investment Services, Inc. have pledged 276,300 shares of Company common stock
(see "Certain Relationships and Related Transactions").

(2) Includes 199,300 shares owned jointly with Mr. Williams' wife,
455,000 shares owned by Equity Resource Group of Indian River County, Inc., of
which Mr. Williams is President, Director, and majority owner, and 77,000
shares owned by Confidential Investment Services, Inc., of which Mr. Williams
is sole owner.

(3) Includes 1,177,823 shares reserved for issuance upon the
possible conversion of $2,920,000 outstanding principal amount of convertible
subordinated notes.

(4) Includes 200,000 shares held by Mr. Puttick as Trustee for his
minor children and 437,000 shares held by Puttick Enterprises.

The Company is not aware of any arrangement or pledge of securities of the
Company by any person which may at a date subsequent to the date of these proxy
materials result in a change of control of the Company.

12
<PAGE> 17

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth as of December 4, 1995 information (as
reflected in the stock transfer records of the Company and otherwise to the
Company's knowledge) with respect to (i) each director and nominee, (ii) each
executive officer of the Company named in the Summary Compensation Table
herein, and (iii) all directors and respective officers as a group. All shares
are subject to the named person's sole voting and investment power except, as
set forth below.

<TABLE>
<S> <C> <C>
Andrew W. Williams 827,700 (1), (2) 11.5% (1), (2)
616 Azalea Lane
Vero Beach, FL 32963

Kenneth G. Puttick 895,000 (3) 12.4% (3)
210 Osprey Court
Vero Beach, FL 32963

William E. Mercer 200,000 2.8%
2121 Sage Road,
Suite 150
Houston, TX 77024

Solomon O. Howell, Jr. 208,300 2.9%
2603 Grassland Drive
Louisville, KY 40299

T. Craig Benson 215,000 3.0%
1929 Allen Parkway
Houston, TX 77219

Glenn R. Massey 142,366 2.0%
11917 Queensbury
Houston, TX 77024

James H. West 284,733 (4) 3.9% (4)
1705 Sand Dollar Way
Vero Beach, FL 32963

Kelly S. McMakin 50,000 (5) 0.7% (5)
15 Royal Palm Blvd.
Vero Beach, FL 32960

All Directors and Executive 2,823,099 (6) 39.1% (6)
Officers as a group
(8 persons)
</TABLE>

13
<PAGE> 18

(3) Includes 200,000 shares held by Mr. Puttick as Trustee for his
minor children and 437,000 shares held by Puttick Enterprises.

(4) Includes 100,000 shares which Mr. West has the right to
acquire within sixty days under the terms of a Stock Option Agreement with the
Company.

(5) Includes 25,000 shares which Mr. McMakin has the right to
acquire within sixty (60) days under the terms of a Stock Option Agreement with
the Company.

(6) The shares shown for all directors and officers as a group
include 125,000 shares which they have the right to acquire within sixty (60)
days under the terms of stock option agreements with the Company.

NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN

On October 26, 1995, the Board of Directors adopted a Nonemployee
Directors' Stock Option Plan (the "Nonemployee Director Plan"), to be effective
on the third day after, and only upon approval by the stockholders of the
Company at, the 1996 Annual Meeting of Stockholders. If the Nonemployee
Director Plan is not approved by the stockholders at such meeting, it shall
automatically become void.

The following summary description of the Nonemployee Director Plan is
qualified in its entirety by reference to the complete text of the Nonemployee
Director Plan attached as EXHIBIT "A" to this Proxy Statement.

PURPOSE

The purpose of the Nonemployee Director Plan is to strengthen the
Company's ability to attract and retain the services of experienced and
knowledgeable nonemployee directors. To accomplish these objectives, the
Nonemployee Director Plan authorizes the grant of options to purchase shares of
the Company's common stock to directors of the Company who are not employees of
the Company ("nonemployee directors"). There are currently five nonemployee

14
<PAGE> 19

directors, being T. Craig Benson, Solomon O. Howell, Jr., Glenn R. Massey,
William E. Mercer, and Kenneth G. Puttick.

GRANT OF OPTIONS

Each nonemployee director, as of the effective date of the Nonemployee
Director Plan, shall be granted an option on such date to purchase 20,000
shares of the Company's common stock. Nonemployee directors who are first
elected to directorship after the effective date of the Nonemployee Director
Plan shall be granted an option to purchase 20,000 shares as of the date each
new director is elected to the Board of Directors. After the effective date of
the Nonemployee Director Plan, each director who has been previously granted an
option under the Plan shall be granted an additional option to purchase 20,000
shares upon each respective reelection to the Board of Directors.

OPTION PRICE AND TERM

Only nonqualified options may be granted under the Nonemployee
Director Plan. The option price of each option granted shall be 100% of fair
market value on the date of grant. Fair market value of the capital stock
shall be the mean of the highest and lowest sales prices on the exchange, or
automated quotation system on which the stock is quoted, for the date as of
which fair market value is to be determined. If there are no such sale price
quotations on or within a reasonable period both before and after the date as
of which fair market value is to be determined, then fair market value of the
capital stock shall be the mean between the bona fide bid and asked prices per
share of capital stock as so quoted for such date. If the fair market value of
the capital stock cannot be determined on either of these bases, the committee
in charge administering the Nonemployee Director Plan shall in good faith
determine the fair market value of the capital stock on such date. With the
exception of the resignation, removal or death of a nonemployee director or
the cessation of such directorship, which provide for earlier termination of a
stock option, each option shall terminate upon the expiration of ten years from
the date of grant.

An option granted under the Nonemployee Director Plan may not be
exercised prior to the expiration of 6 months from the date of grant, with
certain exceptions. Each option shall become immediately and fully exercisable
in the event of (i) death of the optionee, (ii) cessation of the directorship
of the optionee, and (iii) merger, consolidation, share exchange or such
similar event by the Company. In the event of resignation or removal of a
director, all options not exercisable as of the date of such event shall
terminate, and any option exercisable on such date must be exercised within the
shorter of three months from such date or the expiration date of such option.

ADMINISTRATION AND AMENDMENT

The Nonemployee Director Plan will be administered by a committee
consisting of not less than two members of the Board who shall be appointed by
the Board of Directors. It may be amended as the Board of Directors deems
advisable unless shareholder approval is required by Rule 16b-3 under the
Exchange Act. It may also be terminated as the Board of Directors deems
advisable; however, no such termination shall terminate any outstanding stock
options granted under the Nonemployee Director Plan.

15
<PAGE> 20

NONTRANSFERABILITY

No option granted under the Nonemployee Director Plan may be
transferred, assigned, pledged, or hypothecated in any way except by will, the
laws of descent and distribution and pursuant to the terms of a qualified
domestic relations order, as defined in the Internal Revenue Code (the "Code").
During the nonemployee director's lifetime, an option may be exercised only by
the nonemployee director, his or her legal representative or guardian, or the
permitted transferee of the nonemployee director.

NUMBER OF SHARES

The number of shares which may be issued upon exercise of options
granted under the Nonemployee Director Plan is 500,000 shares of common stock,
subject to appropriate adjustment in the number and kind of options in the
event of a reorganization, stock split, merger, or other change in
capitalization.

CHANGE OF CONTROL

In the event of a change of control or sale of the Company, or if the
Board reaches an agreement to merge or consolidate with another entity and the
Company is not the surviving corporation, or if substantially all of the assets
of the Company are sold, or if the Company makes a distribution to stockholders
which is non-taxable under the Code, the Committee may recommend that the Board
of Directors modify outstanding awards in anticipation of such a restructuring
event to assure fair and equitable treatment of the Nonemployee Director Plan
participants. Such action may include, without limitation, acceleration of
time periods for purposes of realizing gain from any outstanding award or
offering to purchase awards for their equivalent cash value. Such action may
be taken in the event that (i) at least 20% of the outstanding voting shares of
the Company are acquired by a third party, including a "group" as defined in
Section 13(d)(3) of the Exchange Act, or (ii) within a period of two
consecutive years there is a change in the majority of the Board of Directors
as a result of nominations not approved by two-thirds of the persons who were
directors at the beginning of such period (or who became directors with such
approval).

TAX CONSEQUENCES

For Federal income tax purposes, the grant of a nonqualified stock
option should not result in recognition of income by the optionee. If the
optionee is subject to Section 16 of the Exchange Act, special rules will apply
if the option is exercised during the period of time (the "Section 16(b)
Period") within six months of the date it is issued. In such case, the
optionee will not recognize ordinary income, and the Company will not be
entitled to a deduction until the expiration of the Section 16(b) Period. Upon
the expiration of this six month period, the optionee will recognize ordinary
income, and the Company will be entitled to a deduction, equal to the excess of
the fair market value of the stock (determined as of the expiration of the
Section 16(b) Period) over the option exercise price. Such an optionee may
elect under Section 83(b) of the Code to recognize ordinary income on the date
of exercise, in which case the Company would be entitled to a deduction at that
time equal to the amount of the ordinary income recognized. Upon exercise of
the option, the optionee will generally recognize ordinary income in an amount
equal to the excess of the fair market value of the stock acquired upon
exercise (determined as of the date of exercise)

16
<PAGE> 21

over the exercise price of such option, and the Company will be entitled to a
deduction equal to such amount.

The amount of compensation income realized as a result of the exercise
of nonqualified options is subject to income tax withholding by the Company.
An optionee may be required to pay to the Company the amount of taxes required
to be withheld even though no cash compensation has been received at the time
of exercise.

If a nonqualified option is exercised by the transfer of previously
acquired shares, and if the fair market value of the shares received by the
optionee equals the fair market value of the shares surrendered, a tax-free
exchange results, with the basis of the stock received being equal to the basis
of the stock surrendered. If, however, the fair market value of the stock
received by the optionee exceeds the fair market value of the stock delivered,
the number of shares received in excess of the number delivered is treated as
compensation taxable as ordinary income.

GENERAL

Due to the 6 month period which generally must expire before options
granted under the Nonemployee Director Plan may be exercised, it is not
possible to state the dollar value which may be realized by a nonemployee
director upon exercise of his or her options.

If the Nonemployee Director Plan had been in effect during the last
fiscal year, each of the nonemployee directors would have received an option
at $.22 per share to purchase 20,000 shares indicated.

SHAREHOLDER VOTE

The affirmative vote of a majority of the shares present at the
meeting in person and by proxy is required for approval of the Nonemployee
Director Plan. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVAL OF THE NONEMPLOYEE DIRECTOR PLAN.

MANAGEMENT INCENTIVE STOCK PLAN

The Board of Directors believes that the Company's growth and
successful performance over the last three years are directly related to the
ownership of common stock of the Company by employees, particularly those
involved in management, both at the parent company level and at the subsidiary
level. The Board also believes that it is important to the future growth and
successful performance of the Company that management employees continue to be
afforded the opportunity to acquire common stock of the Company and to own a
proprietary interest in the business.

Accordingly, the Board of Directors is asking the stockholders to
approve the Florafax International, Inc., Management Incentive Stock Plan (the
"New Plan") adopted under the authority delegated by the Board of Directors to
the Committee subject to shareholder approval, at a meeting of the Committee
held on October 26, 1995. If approved by an affirmative vote of the majority
of shares of stock represented at the Annual Meeting, the proposed New Plan
will become effective

17
<PAGE> 22

as of the date of that meeting. The following summary description of terms and
the proposed New Plan is qualified in all respects by reference to the copy of
the New Plan attached as EXHIBIT "B" to this Proxy Statement.

The New Plan is designed to provide incentives to individuals who are
key to the success of the Company by increasing the proprietary interest of
such individuals in the Company's growth and success. The New Plan authorizes
market-based incentive awards (including stock options, SARs, restricted stock
and performance share awards). Awards will be granted to those individuals
whose judgment, initiative and efforts are responsible for the success of the
Company.

ELIGIBILITY

Participants under the New Plan shall consist of employees of the
Company who are from time to time selected by the Committee to receive awards.

MARKET-BASED AWARDS

Market-based awards are awards of common stock of the Company, or
awards that are valued by reference to the common stock of the Company. There
are different forms of market-based awards authorized under the New Plan,
including nonqualified stock options, incentive stock options, SARs, restricted
stock and performance share awards. Each individual award will be established
by an award agreement with the participant which will set forth the terms and
conditions applicable to the award. The exercise price of an option and any
SARs, which will be set at the time of the grant, will not be less than the
fair market value of the shares subject thereto on the date of grant. Fair
market value of the common stock shall be the mean of the highest and lowest
sales prices on the exchange, or automated quotation system on which the stock
is quoted, for the date as of which fair market value is to be determined. If
there are no such sale price quotations on or within a reasonable period both
before and after the date as of which fair market value is to be determined,
then fair market value of the common stock shall be the mean between the bona
fide bid and asked prices per share of common stock as so quoted for such date.
If the fair market value of the common stock cannot be determined on either of
these bases, the Committee shall in good faith determine the fair market value
of the common stock on such date. Upon exercise of an option, the price may be
paid in cash, or if the Committee so determines, through delivery of currently
owned shares or a combination of cash and shares. Any fractional shares
resulting from the exchange of currently owned shares must be paid in cash.

A performance share award is the grant of common stock of the Company
or units valued by reference to such common stock, which upon earn-out
according to its terms, may be paid in cash, common stock of the Company, or a
combination thereof. The realization of any gain from a performance share
award will be contingent upon achieving target objectives that are defined in
connection with the granting of the award. The Committee has broad flexibility
to design performance share awards to encourage achievement of business
objectives provided that no such award may be inconsistent with the terms of
the New Plan.

LIMITATION ON NUMBER OF SHARES

18
<PAGE> 23

The maximum number of shares which may be utilized for awards granted
under the New Plan is 500,000.

AMENDMENT AND TERMINATION OF THE NEW PLAN

The Committee reserves the right to amend, suspend or terminate the
New Plan at any time. However, the Committee may not increase the maximum
number of shares which may be subject to awards under the New Plan or take
certain other specified actions without the approval of the Board of Directors
and, if required by Rule 16b-3 of the Exchange Act, the holders of a majority
of the securities of the Company.

ADMINISTRATION OF THE NEW PLAN

The Committee is responsible for the interpretation and administration
of the New Plan and all awards granted under the New Plan. The Committee is
also responsible for determining which individuals will receive awards under
the New Plan. Subject to certain specified limitations, the Committee may
delegate its authority to persons other than members of the Committee,
including the authority to grant awards, provided that such authority may not
be delegated with respect to participants who are reporting persons within the
meaning of Section 16 of the Exchange Act.

ADJUSTMENT PROVISIONS

The New Plan provides that in the event there is a recapitalization of
the Company or an increase or decrease in the number of shares of common stock
outstanding, without consideration received therefor by the Company,
adjustments to outstanding awards and to the number of shares available for
awards under the New Plan will be made. If the number of outstanding shares is
increased, the number of outstanding shares subject to an award under the New
Plan will be proportionately increased, with a corresponding reduction in the
price for each share then covered by an outstanding award under the New Plan;
and in the event of a reduction in the number of outstanding shares, the number
of outstanding shares subject to an award under the New Plan will be
proportionately reduced with a corresponding increase in the price for each
share covered by an award. In addition, the Committee may, in its discretion,
make such adjustment to performance share awards as it deems appropriate.

CHANGE OF CONTROL

In the event of a change of control or sale of the Company, or if the
Board reaches an agreement to merge or consolidate with another entity and the
Company is not the surviving corporation, or if substantially all of the assets
of the Company are sold, or if the Company makes a distribution to stockholders
which is non-taxable under the Code, the Committee may recommend that the Board
of Directors modify outstanding awards in anticipation of such a restructuring
event to assure fair and equitable treatment of the New Plan participants.
Such action may include, without limitation, acceleration of time periods for
purposes of realizing gain from any outstanding award or offering to purchase
awards for their equivalent cash value. Such action may be taken in the event
that (i) at least 20% of the outstanding voting shares of the Company are
acquired by a third party, including a "group" as defined in Section 13(d)(3)
of the Exchange Act, or (ii) within a period of two consecutive years there is
a change in the majority of the Board of Directors as a

19
<PAGE> 24

result of nominations not approved by two-thirds of the persons who were
directors at the beginning of such period (or who became directors with such
approval).

UNFUNDED PLAN

The New Plan will be unfunded, and the Company will not segregate
assets represented by awards made pursuant to the New Plan. No trust will be
established to secure payment of any amounts which may become due under the New
Plan.

FEDERAL INCOME TAX CONSEQUENCES

Tax Effects-Stock Options

Options granted under the Plan may be either "incentive stock
options," as defined in Section 422 (formerly Section 422A) of the Code, or
"nonqualified options," which are options that do not meet the requirements of
Section 422.

For Federal income tax purposes, the grant or exercise of an incentive
stock option will not generally cause recognition of income by the optionee;
however, the amount by which the fair market value of a share of common stock
at the time of exercise of an incentive stock option exceeds the option price
will be treated as a "tax preference item" for purposes of the alternative
minimum tax. In the event of a sale of the shares received upon exercise of an
incentive stock option more than two years from the date of grant and more than
one year from the date of exercise, any amount received in excess of the
exercise price should qualify as long-term capital gain. However, if shares
acquired pursuant to the exercise of an incentive stock option are sold by the
optionee before the completion of such holding periods (and if the sale is a
transaction with respect to which a loss, if sustained, would be recognized to
the optionee), so much of the gain as does not exceed the difference between
the option price and the lesser of the fair market value of the shares at the
date of exercise or the fair market value at the date of disposition will be
taxable as ordinary income for the taxable year in which the sale occurs. Any
additional gain realized on the sale should qualify as a capital gain.

An optionee's ordinary income is subject to a marginal stated income
tax rate as high as 39.6%. An optionee's long-term capital gains are subject
to a marginal stated income tax rate as high as 28%. The maximum alternative
minimum tax rate for optionees is 28%. It is impossible to predict whether or
not legislation will be enacted that would change applicable tax rates.

In some cases, the exercise of an incentive stock option after
termination of employment will not qualify for favorable tax treatment and will
be treated for tax purposes as the exercise of a non-qualified stock option.
If employment is terminated by reason of disability, the incentive stock option
must be exercised within one year thereafter in order to qualify for favorable
tax treatment. If employment is terminated for any other reason (except
death), the incentive stock option must be exercised within three months
thereafter in order to qualify for favorable tax treatment.

If an incentive stock option is exercised by the transfer of
previously acquired shares, the optionee's tax basis in the stock received (up
to the number of shares exchanged) is the same as his basis in the stock
exchanged (increased, if applicable, by any amount included as

20
<PAGE> 25

compensation in his gross income). Any shares received in excess of the number
of shares exchanged would have a zero basis. If, however, the shares exchanged
were acquired pursuant to the exercise of incentive stock options, ordinary
income may be incurred as a result of the exchange unless the exchanged shares
have been held for the required holding periods.

For Federal income tax purposes, the grant of a nonqualified option
should not result in recognition of income by the optionee. Upon exercise of a
nonqualified option by an employee who is not an officer or director, the
excess of the fair market value of the shares on the exercise date over the
option price will be considered as compensation taxable as ordinary income.
If, however, at the time of exercise of the option, the optionee is a director
of the Company or an "officer" as defined in Rule 16a-1 of the Exchange Act,
and if the sale of the stock at a profit within six months could subject such
person to suit under Section 16(b) of the Exchange Act, the fair market value
of the stock is determined, and the tax applicable thereto is incurred, at the
end of such six-month period or at such earlier time as may be determined (i)
by such person's election made within thirty days of the date of exercise to be
taxed sooner, or (ii) by the occurrence of an event which causes Section 16(b)
of the Exchange Act to become inapplicable to such person. In the event of a
gain or loss realized upon the sale of the shares received upon exercise of a
non-qualified stock option, the optionee will recognize long-term or short-term
capital gain or loss.

If a non-qualified option is exercised by the transfer of previously
acquired shares, and if the fair market value of the shares received by the
optionee equals the fair market value of the shares surrendered, a tax free
exchange results, with the basis of the stock received being equal to the basis
of the stock surrendered. If, however, the fair market value of the stock
received by the optionee exceeds the fair market value of the stock delivered,
the number of shares received in excess of the number delivered is treated as
compensation taxable as ordinary income.

With regard to non-qualified options, the Company will generally be
entitled to a deduction for Federal income tax purposes at the same time and in
the same amount as the ordinary income will be recognized by the optionee,
provided that the amount of the compensation is reasonable and any Federal
income tax withholding requirements are satisfied. Under certain
circumstances, the Company's deduction may also be limited by the provisions of
Section 162(m) of the Code (added by the Revenue Reconciliation Act of 1993).
Section 162(m) generally limits the Company's deduction for certain types of
compensation paid to its Chief Executive Officer and each of its four highest
compensated officers (other than the Chief Executive Officer) to no more than
$1,000,000 per year. With regard to incentive stock options, if the holding
period requirements outlined above that pertain to an incentive stock option
are satisfied, no deduction will be available to the Company either upon the
grant or exercise of an incentive stock option.

Tax Effects-Performance Awards

The grant of performance awards under the New Plan will not result in
recognition of income to the holder of an award. Upon payment of a performance
award, the amount paid (whether paid

21
<PAGE> 26

in cash or stock or both) is taxable for Federal income tax purposes as
ordinary income to the holder of the award. The Company is generally entitled
to a tax deduction for the amount of such payment, and is required to withhold
income taxes on such amount. If, however, any part of the payment is made in
stock to a director of the Company or an "officer" as defined in Rule 16a-1 of
the Exchange Act, and if the sale of the stock at a profit within six months
could subject such person to suit under Section 16(b) of the Exchange Act, the
fair market value of the stock is determined, and the tax applicable thereto is
incurred and the deduction allowed, at the end of such six-month period or at
such earlier time as may be determined (i) by such person's election made
within thirty days of the date of payment to be taxed sooner or (ii) by the
occurrence of an event which causes Section 16(b) of the Exchange Act to become
inapplicable to such person.

Upon the sale of shares of common stock received in payment or in
partial payment of a performance award, the optionee realizes long-term or
short-term capital gain or loss, and the Company receives no further tax
deduction.

The Plan is not qualified under Section 401(a) of the Code.

SHAREHOLDER VOTE

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
APPROVAL OF THE NEW PLAN. The affirmative vote of the holders of a majority of
the common stock represented at the meeting is required for approval.

APPOINTMENT OF AUDITORS

The Board of Directors of the Company has appointed the firm of Ernst
& Young LLP to audit the accounts of the Company for the 1996 fiscal year.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting of Stockholders with the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions.

Approval of the appointment of auditors is not a matter which is
required to be submitted to a vote of stockholders, but the Board of Directors
considers it appropriate for the stockholders to express or withhold their
approval of the appointment. If shareholder approval should be withheld, the
Board would consider an alternative appointment for the succeeding fiscal year.

SHAREHOLDER VOTE

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF THE
APPOINTMENT OF ERNST & YOUNG LLP. The affirmative vote of a majority of the
shares present at the meeting in person and by proxy is required for approval.

22
<PAGE> 27

STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

The Company anticipates that the next Annual Meeting of Stockholders
will be held in January, 1997. In order for a stockholder's proposal to be
considered for inclusion in the Company's proxy statement for that meeting, the
proposal must be received by the Company no later than August 26, 1996. Any
proposal should be sent to the Company to the attention of the Corporate
Secretary. The proposal must be in compliance with then existing rules and
regulations of the SEC and applicable provisions of Delaware corporate law.

ANNUAL REPORTS

THE ANNUAL REPORT FILED BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-KSB, INCLUDING REQUIRED FINANCIAL STATEMENTS AND
SCHEDULES BUT EXCLUDING OTHER EXHIBITS IS BEING FURNISHED IN THE 1995 ANNUAL
REPORT TO STOCKHOLDERS. A list of excluded exhibits accompanies the Form
10-KSB. A copy of the Company's annual report on Form 10-KSB including any
financial statement and exhibits thereto may be obtained without charge by
written request to Kelly S. McMakin, Secretary, Florafax International, Inc.,
8075 20th Street, Vero Beach, Florida 32966.

PROXY SOLICITATION

The expenses of this proxy solicitation, including the cost of
preparing and mailing these proxy materials, will be paid by the Company.
Expenses may include the charges and expenses of banks, brokerage firms, and
other custodians, nominees or fiduciaries for forwarding proxies and proxy
materials to beneficial owners of the Company's common stock. Solicitation may
be made by mail, telephone, telegraph and personal interview by officers and
employees of the Company who will not be additionally compensated therefore,
but who may be reimbursed for their out-of-pocket expenses in connection
therewith.

The Company requests persons such as brokers, nominees, and
fiduciaries holding stock in their names for others, or holding stock for
others who have the right to give voting instructions, to forward proxy
materials to their principals and to request authority for the execution of the
proxy, and the Company shall reimburse such persons for their reasonable
expenses.

OTHER MATTERS

The Board of Directors of the Company knows of no matter other than
those matters listed in the notice of Annual Meeting of Stockholders which will
be brought before the Annual Meeting for a vote of the stockholders. If any
other matter properly comes before the Annual Meeting for a stockholders' vote,
the persons named in the enclosed proxy will vote in their discretion on each
such matter according to their best judgment in the interest of the Company.

23
<PAGE> 28

The information contained in this Proxy Statement is to the best
knowledge of the Company, and the information contained herein with respect to
the directors, nominees for director, executive officers and principal
stockholders is based upon information which these individuals have provided to
the Company.

It is important that your stock be represented at this meeting,
regardless of the number of shares held by you. Your vote is important.
Please sign, date and return the enclosed proxy promptly. For your
convenience, a return envelope is enclosed requiring no additional postage if
mailed within the United States.

By Order of the Board of Directors

24
<PAGE> 29

EXHIBIT "A"

FLORAFAX INTERNATIONAL, INC.

1996 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN

The purposes of the 1996 Nonemployee Directors' Stock Option Plan (the
"Plan") are to promote the long-term success of Florafax International, Inc.
(the "Corporation") by creating a long-term mutuality of interests between the
nonemployee Directors and stockholders of the Corporation, to provide an
additional inducement for such Directors to remain with the Corporation and to
provide a means through which the Corporation may attract able persons as
Directors of the Corporation.

SECTION 1

ADMINISTRATION

The Plan shall be administered by a Committee (the "Committee")
appointed by the Board of Directors of the Corporation (the "Board") and
consisting of not less than two members of the Board. The Committee shall keep
records of action taken at its meetings. A majority of the Committee shall
constitute a quorum at any meeting, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in
writing by all the members of the Committee, shall be the acts of the
Committee.

The Committee shall interpret the Plan and prescribe such rules,
regulations, and procedures in connection with the operations of the plan as it
shall deem to be necessary and advisable for the administration of the plan
consistent with the purposes of the Plan. All questions of interpretation and
application of the Plan, or as to stock options granted under the plan, shall
be subject to the determination of the Committee, which shall be final and
binding.

Notwithstanding the above, the selection of the Directors to whom
stock options are to be granted, the timing of such grants, the number of
shares subject to any stock option, the exercise of any stock option, the
periods during which any stock option may be exercised and the term of any
stock option shall be as hereinafter provided, and the Committee shall have no
discretion as to such matters.

SECTION 2

SHARES AVAILABLE UNDER THE PLAN

The aggregate number of shares which may be issued and as to which
grants of stock options may be made under the Plan is 500,000 shares of the
capital stock, par value $.01 per share, of the Corporation (the "Capital
Stock"), subject to adjustment and substitution as set forth in Section 5. If
any stock option granted under the Plan is canceled by mutual consent or
terminates or expires for any reason without having been exercised in full, the
number of shares subject thereto shall again be available for purposes of the
plan. The shares which may be issued under the Plan may be either authorized
but unissued shares or treasury shares or partly each.

<PAGE> 30

SECTION 3

GRANT OF STOCK OPTIONS

On the third business day following the day of each annual meeting of
the stockholders of the Corporation, each person who is then a member of the
Board and who is not then an employee of the Corporation or any of its
subsidiaries (a "nonemployee Director") shall automatically and without further
action by the Board or the Committee be granted a "nonqualified stock option"
(i.e., a stock option which does not qualify under Sections 422 or 423 of the
Internal Revenue Code of 1986 (the "Code")) to purchase 20,000 shares of
Capital Stock, subject to adjustment and substitution as set forth in Section
5. If the number of shares then remaining available for the grant of stock
options under the Plan is not sufficient for each nonemployee Director to be
granted an option for 20,000 shares (or the number of adjusted or substituted
shares pursuant to Section 5), then each nonemployee Director shall be granted
an option for a number of whole shares equal to the number of shares then
remaining available divided by the number of nonemployee Directors,
disregarding any fractions of a share.

SECTION 4

TERMS AND CONDITIONS OF STOCK OPTIONS

Stock options granted under the plan shall be subject to the following
terms and conditions:

(A) OPTION PRICE. The purchase price at which each stock
option may be exercised (the "option price") shall be one hundred
percent (100%) of the fair market value per share of the Capital Stock
covered by the stock option on the date of grant, determined as
provided in Section 4(G).

(B) PAYMENT FOR SHARES. The option price for each stock
option shall be paid in full upon exercise and shall be payable (i)
in cash in United States dollars (including check, bank draft or money
order); (ii) by delivering to the Corporation shares of the Capital
Stock having a fair market value on the date of exercise of the stock
option, determined as provided in Section 4(G), equal to the option
price for the shares being purchased (delivery of shares may also be
accomplished through the effective transfer to the Corporation of
shares of Capital Stock held by a broker or other agent) and (iii) any
combination of the foregoing, except that (x) any portion of the
option price representing a fraction of a share shall in any event be
paid in cash and (y) no shares of the Capital Stock which have been
held for less than six months may be delivered in payment of the
option price of a stock option. The exercise of the stock option
shall not be deemed to occur and no shares of Capital Stock will be
issued by the Corporation upon exercise of the stock option until the
Corporation has received payment of the option price in full. The
date of exercise of a stock option shall be determined under
procedures established by the Committee, and as of the date of
exercise the person exercising the stock option shall be considered
for all purposes to be the owner of the shares of Capital Stock with
respect to which the stock option has been exercised. Payment of the
option price with shares shall not increase the number of shares of
the Capital Stock which may be issued under the Plan.

2
<PAGE> 31

(C) TERM. No such option shall be exercisable during the
first six months of its term except in case of death as provided in
Section 4(E) or in case of a Section 6 Event as provided in Section 6.
Subject to the preceding sentence, and subject to Section 4(E) which
provides for earlier termination of a stock option under certain
circumstances, each stock option shall be exercisable for ten years
from the date of grant and not thereafter. A stock option to the
extent exercisable at any time may be exercised in whole or in part.

(D) TRANSFERABILITY. No stock option shall be
transferable by the grantee otherwise than by (i) will; (ii) if the
grantee dies intestate, by the laws of descent and distribution of the
state of domicile of the grantee at the time of death; or (iii) the
terms of a qualified domestic relations order, as defined in the
Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. All stock
options shall be exercisable during the lifetime of the grantee only
by the grantee, the grantee's guardian or legal representative, or the
permitted transferee of the grantee. These restrictions on
transferability shall not apply to the extent such restrictions are
not at the time required for the plan to continue to meet the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934
(the "1934 Act"), or any successor rule.

(E) EXERCISE BY FORMER DIRECTORS. If a grantee ceases to
be a Director of the Corporation for any reason, any outstanding stock
options held by the grantee shall be exercisable, and shall terminate
according to the following provisions:

(i) Resignation or Removal for Cause. If during
his term of office as a Director a grantee resigns from the
Board or is removed from office for cause, any outstanding
stock option held by the grantee which is not exercisable by
the grantee immediately prior to resignation or removal shall
terminate as of the date of resignation or removal, and any
outstanding stock option held by the grantee which is
exercisable by the grantee immediately prior to resignation or
removal shall be exercisable by the grantee at any time prior
to the expiration date of such stock option or within three
months after the date of resignation or removal of the
grantee, whichever is the shorter period. Following the death
of any such grantee after ceasing to be a Director and during
a period when a stock option is exercisable under this clause
(i), the stock option shall be exercisable by such person
entitled to do so under the will of the grantee or his legal
representative at any time prior to the expiration date of the
stock option or within one year after the date of death,
whichever is the shorter period;

(ii) Death During Service. Following the death of
a grantee during service as a Director of the Corporation, any
outstanding stock option held by the grantee at the time of
death (whether or not exercisable by the grantee immediately
prior to death) shall be exercisable by the person entitled to
do so under the will of the grantee, or, if the grantee shall
fail to make testamentary disposition of the stock option or
shall die intestate, by the legal representative of the
grantee, at any time prior to the expiration date of the stock
option or within one year after the date of death, whichever
is the shorter period; and

3
<PAGE> 32

(iii) Cessation of Directorship for Other Reasons.
If a grantee ceases to be a Director of the Corporation for
any reason other than resignation, removal for cause, or
death, any outstanding stock option held by such grantee shall
be exercisable by the grantee (but only if exercisable by the
grantee immediately prior to ceasing to be a Director) at any
time prior to the expiration date of such option or within
three years after the date the grantee ceases to be a
Director, whichever is the shorter period;

(F) CONFIRMATION. All stock options shall be confirmed
by an agreement, or an amendment thereto, which shall be executed on
behalf of the Corporation by the Chief Executive Officer (if other
than the President), the President or any Vice President and by the
grantee.

(G) FAIR MARKET VALUE. Fair market value of the Capital
Stock shall be the mean of the applicable prices selected from the
following alternatives, for the date as of which fair market value is
to be determined as quoted in The Wall Street Journal (or in such
other reliable publication as the Committee, in its discretion, may
determine to rely upon): (i) if the Capital Stock is listed on the
New York Stock Exchange, the highest and lowest sales prices per share
of the Capital Stock as quoted in the NYSE-Composite Transactions
listing for such date, (ii) if the Capital Stock is not listed on such
exchange, the highest and lowest sales prices per share of Capital
Stock for such date on (or on any composite index including) the
principal United States securities exchange registered under the 1934
Act on which the Capital Stock is listed, or (iii) if the Capital
Stock is not listed on any such exchange, the highest and lowest sales
prices per share of the Capital Stock for such date on the National
Associates of Securities Dealers Automated Quotations Systems or any
successor system then in use ("NASDAQ"). If there are no such sales
price quotations for the date as of which fair market value is to be
determined but there are such sales price quotations within a
reasonable period both before and after such date, then fair market
value shall be determined by taking a weighted average of the means
between the highest and lowest sales prices per share of the Capital
Stock as so quoted on the nearest date before and the nearest date
after the date as of which fair market value is to be determined. The
average should be weighted inversely by the respective numbers of
trading days between the selling dates and the date as of which fair
market value is to be determined. If the are no such sales price
quotations on or within a reasonable period both before and after the
date as of which fair market value is to be determined, then fair
market value of the Capital Stock shall be the mean between the bona
fide bid and asked prices per share of Capital Stock as so quoted for
such date on NASDAQ, of if none, the weighted average of the means
between such bona fide bid and asked prices on the nearest trading
date before and the nearest trading date after the date as of which
fair market value is to be determined, if both such dates are within a
reasonable period. The average is to be determined in the manner
described above in this Section 4(G). If the fair market value of the
Capital Stock cannot be determined on the basis previously set forth
in this Section 4(G) for the date as of which fair market value is to
be determined, the Committee shall in good faith determine the fair
market value of the Capital Stock on such date. Fair market value
shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.

4
<PAGE> 33

(H) OTHER CONDITIONS. The obligation of the Corporation
to issue shares of the Capital Stock under the Plan shall be subject
to (i) the effectiveness of a registration statement under the
Securities Act of 1933, as amended, with respect to such shares, if
deemed necessary or appropriate by counsel for the Corporation, (ii)
the condition that the shares shall have been listed (or authorized
for listing upon official notice of issuance) upon each stock
exchange, if any, on which the Capital Stock may then be listed, if
deemed necessary or appropriate by counsel for the Corporation, and
(iii) all other applicable laws, regulations, rules and orders which
may then be in effect.

Subject to the foregoing provisions of this Section 4 and the other
provisions of the Plan, any stock option granted under the Plan shall be
subject to such restrictions and other terms and conditions, if any, as shall
be determined, in its discretion, by the Committee and set forth in the
agreement referred to in Section 4(F), or an amendment thereto; except that in
no event shall the Committee or the Board have any power or authority which
would cause the Plan to fail to be a plan described in Rule 16b-3(c)(2)(ii), or
any successor rule.

SECTION 5

ADJUSTMENT AND SUBSTITUTION OF SHARES

If a dividend or other distribution shall be declared upon the Capital
Stock payable in shares of the Capital Stock, the number of shares of the
Capital Stock set forth in Section 3, the number of shares of the Capital Stock
then subject to any outstanding stock options and the number of shares of the
Capital Stock which may be issued under the Plan but are not then subject to
outstanding stock options on the date fixed for determining the stockholders
entitled to receive such stock dividend or distribution shall be adjusted by
adding thereto the number of shares of the Capital Stock which would have been
distributable thereon if such shares had been outstanding on such date.

If the outstanding shares of the Capital Stock shall be changed into
or exchangeable for a different number or kind of shares of stock or other
securities of the Corporation or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of the Capital Stock set forth in Section 3, for each share of the
Capital Stock subject to any then outstanding stock option and for each share
of the Capital Stock which may be issued under the Plan but which is not then
subject to any outstanding stock option, the number and kind of shares of stock
or other securities into which each outstanding share of the Capital Stock
shall be so changed or for which each such share shall be exchangeable.

In case of any adjustment or substitution as provided for in the first
two paragraphs of this Section 5, the aggregate option price for all shares
subject to each then outstanding stock option prior to such adjustment or
substitution shall be the aggregate option price for all shares of stock or
other securities (including any fraction) to which such shares shall have been
adjusted or which shall have been substituted for such shares. Any new option
price per share shall be carried to at least three decimal places with the last
decimal place rounded upward to the nearest whole number.

5
<PAGE> 34

If the outstanding shares of the Capital Stock shall be changed in
value by reason of any spin-off, split-off, or split-up, or dividend in partial
liquidation, dividend in property other than cash or extraordinary
distributions to holders of the Capital Stock, the Committee shall make any
adjustments to any then outstanding stock option which it determines are
equitably required to prevent dilution or enlargement of the rights of grantees
which would otherwise result from any such transactions.

No adjustment or substitution provided for in this Section 5 shall
require the Corporation to issue or sell a fraction of a share or other
security. Accordingly, all fractional shares or other securities which result
from any such adjustment or substitution shall be eliminated and not carried
forward to any subsequent adjustment or substitution.

Except as provided in this Section 5, a grantee shall have no rights
by reason of any issue by the Corporation of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.

SECTION 6

ADDITIONAL RIGHTS IN CERTAIN EVENTS

In the event of a change of control of the Company, or if the Board
reaches agreement to merge or consolidate with another corporation and the
Company is not the surviving corporation, or if all, or substantially all of
the assets of the Company are sold, or if the Company shall make a distribution
to stockholders that is non-taxable under the Code, or if the Company shall
dissolve or liquidate (a "Section 6 Event"), then the Committee may, in its
discretion, recommend that the Board take any of the following actions as a
result of, or in anticipation of, any such Section 6 Event to assure fair and
equitable treatment of Plan participants:

(a) accelerate time periods for purposes of vesting in, or
realizing gain from, any outstanding Award made pursuant to this Plan;

(b) offer to purchase, and cause the purchase of, any
outstanding Award made pursuant to this Plan from the holder for its
equivalent cash value, as determined by the Committee, as of the date
of the Section 6 Event; and

(c) make adjustments or modifications to outstanding Awards
as the Committee deems appropriate to maintain and protect the rights
and interests of Plan participants following such Section 6 Event.

Any such action by the Board shall be conclusive and binding on the
Company and all Plan participants. Notwithstanding the foregoing, the
Committee shall retain full authority to take, in its discretion, any of the
foregoing actions with respect to Awards held by participants who are
directors, and the Board shall have no authority to act in any such matter.

For purposes of this Section, "changes of control" shall mean: (i)
the acquisition buy any person of voting shares of the Company, if, as a result
of the acquisition, such person, or

6
<PAGE> 35

any "group" as defined in Section 13(d)(3) of the 1934 Act of which such person
is a part, owns at least 20% of the outstanding voting shares of the Company;
or (ii) a change in the composition of the Board such that within any period of
two consecutive years, persons who (a) at the beginning of such period
constitute the Board or (b) become directors after the beginning of such period
and whose election, or nomination for election by the stockholders of the
Company, was approved by a vote of at least two-thirds of the persons who were
either directors at the beginning of such period or whose subsequent election
or nomination was previously approved in accordance with this clause (b), cease
to constitute at least a majority of the Board.

SECTION 7

EFFECT OF THE PLAN ON THE RIGHTS OF CORPORATION AND STOCKHOLDERS

Nothing in the Plan, in any stock option granted under the Plan, or in
any stock option agreement shall confer any right to any person to continue as
a Director of the Corporation or interfere in any way with the rights of the
stockholders of the Corporation or the Board of Directors to elect and remove
Directors.

SECTION 8

AMENDMENT AND TERMINATION

The right to amend the Plan at any time and from time to time and the
right to terminate the Plan at any time are hereby specifically reserved to the
Board of Directors of the Corporation; provided always that no such termination
shall terminate any outstanding stock options granted under the Plan; and
provided further that no amendment of the Plan shall (i) be made without
stockholder approval if stockholder approval of the amendment is at the time
required for stock options under the plan to qualify for the exemption from
Section 16(b) of the 1934 Act provided by Rule 16b-3, or any successor rule, or
by the rules of any stock exchange on which the Capital Stock may then be
listed, (ii) amend more than once every six months the provisions of the Plan
relating to the selection of the Directors to whom stock options are to be
granted, the timing of such grants, the number of shares subject to any stock
option, the exercise price of any stock option, the periods during which any
stock option may be exercised and the term of any stock option other than to
comport with changes in the Code or the rules and regulations thereunder or
(iii) otherwise amend the Plan in any manner that would cause stock options
under the Plan not to qualify for the exemption provided by Rule 26b-3, or any
successor rule. No amendment or termination of the Plan shall, without the
written consent of the holder of a stock option theretofore awarded under the
Plan, adversely affect the rights of such holder with respect thereto.

Notwithstanding anything contained in the preceding paragraph or any
other provision of the Plan or any stock option agreement, the Board shall have
the power to amend the Plan in any manner deemed necessary or advisable for
stock options granted under the Plan to qualify for the exemption provided by
Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of
the 1934 Act), and any such amendment shall, to the extent deemed necessary or
advisable by the Board, be applicable to any outstanding stock options
theretofore granted under the Plan notwithstanding any contrary provisions
contained in any

7
<PAGE> 36

stock option agreement. In the event of any such amendment to the Plan, the
holder of any stock option outstanding under the Plan shall, upon request of
the Committee and as a condition to the exercisability of such option, execute
a conforming amendment in the form prescribed by the Committee to the stock
option agreement referred to in Section 4(F) within such reasonable time as the
Committee shall specify in such request.

SECTION 9

EFFECTIVE DATE AND DURATION OF PLAN

The Plan shall become effective upon approval by the affirmative vote
of the holders of a majority of the Capital Stock present in person or by proxy
and entitled to vote at a duly called and convened meeting of such holders. If
such approval is obtained at the annual meeting of stockholders in 1996, the
Plan shall be effective on the date of such meeting, the first stock option
shall be granted on the third business day thereafter and the last stock
options granted under the Plan shall be granted on the third business day after
the annual meeting of Stockholders in 2005.

8
<PAGE> 37

EXHIBIT "B"

FLORAFAX INTERNATIONAL, INC.

MANAGEMENT INCENTIVE STOCK PLAN

The purpose of this Plan is to benefit the stockholders of the Company
by encouraging and rewarding high levels of performance by individuals who are
key to the success of the Company by increasing the proprietary interest of
such individuals in the Company's growth and success. To accomplish these
objectives, the plan authorizes incentive Awards through grants of stock
options, stock appreciation rights, restricted stock, and performance shares to
those individuals whose judgment, initiative and efforts are responsible for
the success of the Company.

This Plan shall be effective January 30, 1996, subject to approval by
the holders of a majority of the securities of the Company at the Company's
1996 annual meeting to be held January 30, 1996.

SECTION 1

DEFINITIONS

"AWARD" means any award described in Section 3 of this Plan.

"AWARD AGREEMENT" means an agreement entered into between the Company
and a Participant, setting forth the terms and conditions applicable to the
Award granted to the Participant.

"BOARD" means the Board of Directors of Florafax International, Inc.

"CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

"COMMITTEE" means the Compensation Committee of the Board, the
requisite number of members of which shall qualify as "disinterested persons"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended from time to time (the "1934 Act").

"COMMON STOCK" means the common stock, par value .01 per share, of the
Company and shall include both treasury shares and authorized but unissued
shares.

"COMPANY" means Florafax International, Inc.

"FAIR MARKET VALUE" of the Common Stock shall be the mean of the
applicable prices selected from the following alternatives, for the date as of
which fair market value is to be determined as quoted in The Wall Street
Journal (or in such other reliable publication as the Committee, in its
discretion, may determine to rely upon): (i) if the Common Stock is listed on
the New York Stock Exchange, the highest and lowest sales prices per share of
the Common

<PAGE> 38

Stock as quoted in the NYSE-Composite Transactions listing for such date, (ii)
if the Common Stock is not listed on such exchange, the highest and lowest
sales prices per share of Common Stock for such date on (or on any composite
index including) the principal United States securities exchange registered
under the 1934 Act on which the Common Stock is listed, or (iii) if the Common
Stock is not listed on any such exchange, the highest and lowest sales prices
per share of the Common Stock for such date on the National Associates of
Securities Dealers Automated Quotations Systems or any successor system then in
use ("NASDAQ"). If there are no such sales price quotations for the date as of
which fair market value is to be determined but there are such sales price
quotations within a reasonable period both before and after such date, then
fair market value shall be determined by taking a weighted average of the means
between the highest and lowest sales prices per share of the Common Stock as so
quoted on the nearest date before, and the nearest date after, the date as of
which fair market value is to be determined. The average should be weighted
inversely by the respective numbers of trading days between the selling dates
and the date as of which fair market value is to be determined. If the are no
such sales price quotations on, or within a reasonable period both before and
after, the date as of which fair market value is to be determined, then fair
market value of the Common Stock shall be the mean between the bona fide bid
and asked prices per share of Common Stock as so quoted for such date on
NASDAQ, or if none, the weighted average of the means between such bona fide
bid and asked prices on the nearest trading date before, and the nearest
trading date after, the date as of which fair market value is to be determined,
if both such dates are within a reasonable period. If the fair market value of
the Common Stock cannot be determined on the basis set forth in this definition
for the date as of which fair market value is to be determined, the Committee
shall in good faith determine the fair market value of the Common Stock on such
date. Fair market value shall be determined without regard to any restriction,
other than a restriction which, by its terms, will never lapse.

"PARTICIPANT" means an individual who has been granted an Award
pursuant to this Plan.

"PLAN" means this Management Incentive Stock Plan, as set forth herein
and as it may be amended from time to time.

SECTION 2

ELIGIBILITY

Participants under this Plan shall consist of employees of the Company
who are from time to time selected by the Committee to receive Awards.

SECTION 3

MARKET-BASED AWARDS

Market-based Awards are Awards that will be valued, directly or
indirectly, by Common Stock of the Company or by reference to Common Stock.
The following types of market-based Awards may be granted under this Plan,
singly or in combination or in tandem with other Awards, as the Committee may
determine.

2
<PAGE> 39

(A) NONQUALIFIED STOCK OPTIONS. A nonqualified stock
option is a right to purchase a specified number of shares of Common
Stock at a fixed option price equal to the Fair Market Value of the
Common Stock on the date the Award is granted, during a specified time
not to exceed 10 years as the Committee may determine:

(i) in U.S. dollars by personal check, bank draft
or by money order payable to the order of the Company or by
money transfer or direct account debit; or

(ii) if the Committee so determines, through the
delivery or attestation to the ownership of shares of Common
Stock of the Company with a Fair Market Value equal to all or
a portion of the option price for the total number of options
being exercised; or

(iii) by a combination of the methods described in
Sections 4(a)(i) and (4)(a)(ii) above, if Section 4(a)(ii)
applies.

(B) INCENTIVE STOCK OPTIONS. An incentive stock option
is an Award in the form of a stock option that shall comply with the
requirement of Code Section 422A or any successor section as it may be
amended from time to time. The aggregate Fair Market Value
(determined at the time of grant of the Award) of the shares with
respect to which incentive stock options are exercisable for the first
time by an optionee during a calendar year shall not exceed $100,000.
The Committee may provide that the option price under an incentive
stock option may be paid by one or more of the methods described in
Section 4(a)(i), (ii) and (iii) above.

(C) STOCK APPRECIATION RIGHTS. A stock appreciation
right is a right to receive, upon surrender of the right (or of both
the option and the right in the case of a tandem right), or of a
portion of either, but without payment, an amount (payable in Common
Stock, in cash, or a combination thereof) not in excess of Fair Market
Value on the exercise date of the number of shares of Common Stock for
which the stock appreciation right is exercised, over the exercise
price of such right, which price shall equal the Fair Market Value of
such shares on the date the right was granted (or, in the case of an
option with a tandem right, the option price that the optionee would
otherwise have been required to pay for such shares).

(D) RESTRICTED STOCK. Restricted stock is Common Stock
of the Company that is subject to restrictions on transfer and/or such
other restrictions on incidents of ownership as the Committee may
determine, for a required period of continued employment as set by the
Committee at the time of Award. Restricted stock Awards shall require
no payment of consideration by the Participant, either on the date of
grant or the date the restriction(s) are removed, unless specifically
required by the terms of the Award Agreement.

(E) PERFORMANCE SHARES. A performance share is Common
Stock of the Company, or a unit valued by reference to Common Stock,
that is subject to restrictions on transfer and/or such other
restrictions on incidents of ownership as the Committee

3
<PAGE> 40

may determine. The elimination of restrictions on a performance share
and the number of shares ultimately earned by a Participant shall be
contingent upon achievement of one or more performance targets
specified by the Committee. Performance shares may be paid in Common
Stock, cash or a combination thereof. The Committee shall establish
minimum performance targets with respect to each performance share.
Performance targets may be based on financial criteria, such as the
Fair Market Value of Common Stock or other objective measures of
financial performance of the Company, or may be based on the
performance of a division or operating unit of the Company or on
individual Participant performance.

SECTION 4

LIMITATION OF NUMBER OF SHARES

Subject to the adjustment provisions of Section 8 or 9 hereof, the
aggregate number of shares that may be subject to Awards under this Plan shall
not exceed 500,000 shares of Common Stock.

SECTION 5

AWARD AGREEMENTS

Each Award under this Plan shall be evidenced by an Award Agreement
setting forth the terms and conditions applicable to the Award. Award
Agreements shall include:

(A) NON-ASSIGNABILITY. A provision that no Award shall
be assignable or transferable except by will or by the laws of descent
and distribution and that during the lifetime of a Participant, the
Award shall be exercised only by such Participant.

(B) TERMINATION OF EMPLOYMENT. Provision governing the
disposition of an Award in the event of the retirement, disability,
death or other termination of a Participant's employment or
relationship to the Company.

(C) RIGHTS AS A SHAREHOLDER. A provision that a
Participant shall have no rights as a shareholder with respect to any
shares covered by an Award until the date the Participant or his
nominee becomes the holder of record. Except as provided in Section 8
or 9 hereof, no adjustment shall be made for dividends or other rights
for which the record date is prior to such date, unless the Award
Agreement specifically requires such adjustment.

(D) WITHHOLDING. A provision requiring the withholding
of all taxes required by law from all amounts paid in cash. In the
case of payments of Awards in shares of Common Stock, the Participant
may be required to pay the amount of any taxes required to be withheld
prior to receipt of such shares, or alternatively, a number of shares
the Fair Market Value of which equals the amount required to be
withheld may be deducted from the payment.

4
<PAGE> 41

(E) MISCELLANEOUS. Such other terms and conditions,
including the criteria for determining vesting of Awards and the
amount or value of Awards, as are necessary and appropriate to effect
an Award Agreement with the Participant with respect to the particular
Award granted.

SECTION 6

AMENDMENT AND TERMINATION

The Committee may at any time amend, suspend or discontinue the Plan
or alter or amend any or all Award Agreements under the Plan to the extent
permitted by law. However, no such action by the Committee may, without
approval of the Board and by the holders of a majority of the securities of
the Company if such approval is required by Rule 16b-3 of the 1934 Act, as
amended from time to time, alter the provisions of the Plan so as to:

(a) increase the maximum number of shares of Common Stock
that may be subject to Awards granted under the Plan except pursuant
to Section 8 or 9 hereof;

(b) change the class of individuals eligible to receive
Awards under the Plan;

(d) effect any other amendment to the Plan that would require
the approval of the holders of a majority of the securities of the
Company in accordance with Rule 16b-3 under the 1934 Act, as amended
from time to time.

SECTION 7

ADMINISTRATION

(A) GENERAL. The Plan and all Awards granted pursuant
thereto shall be administered by the Committee in accordance with all
applicable requirements of Rule 16b-3 of the 1934 Act. The Committee
shall periodically make determinations with respect to individuals who
shall participate in the Plan and receive Awards pursuant thereto.
All questions of interpretation and administration by the Committee,
and its determination shall be final and conclusive upon all parties
in interest.

(B) DELEGATION OF AUTHORITY. The Committee may delegate
its authority, as described in subsection (A) above, to persons other
than its members to carry out such responsibilities including the
authority to grant Awards, except that: (i) the authority to grant or
administer Awards with respect to persons who are subject to Section
16(a) or (b) of the 1934 Act shall not be delegated by the Committee;
and (ii) any such delegation shall satisfy any other applicable
requirements from time to time. Any person to whom such authority is
granted shall continue to be eligible to receive Awards under the
Plan, provided that such Awards are granted directly by the Committee
without delegation.

5
<PAGE> 42

SECTION 8

ADJUSTMENT PROVISIONS

If the Company shall effect a subdivision or consolidation of shares
or other capital readjustment, the payment of a stock dividend or other
increase or reduction of the number of shares of the Common Stock outstanding
without receiving consideration therefor in money, services or property, the
number of shares of Common Stock then remaining subject to this Plan, and the
maximum number of shares that may be issued to anyone pursuant to this Plan,
including those that are then covered by outstanding Awards, shall (a) in the
event of an increase in the number of outstanding shares, be proportionately
increased and the price for each share then covered by an outstanding Award
shall be proportionately reduced, and (b) in the event of a reduction in the
number of outstanding shares, be proportionately reduced and the price for each
share then covered by an outstanding Award, shall be proportionately increased.
In addition, in such circumstances, the Committee shall make such adjustments
to the performance targets for performance share Awards and in the securities
to which such Awards correspond as the Committee deems appropriate.

Subject to any required action by the stockholders, if the Company
shall be a party to any merger or consolidation, a Participant holding an
outstanding Award valued directly or indirectly by Common Stock shall be
entitled to the same rights that a holder of the same number of shares of
Common Stock that are subject to the Award would be entitled to receive
pursuant to such merger or consolidation.

SECTION 9

CHANGES OF CONTROL

In the event of a change of control of the Company, or if the Board
reaches agreement to merge or consolidate with another corporation and the
Company is not the surviving corporation, or if all, or substantially all of
the assets of the Company are sold, or if the Company shall make a distribution
to stockholders that is non-taxable under the Code, of if the Company shall
dissolve or liquidate (a "Restructuring Event"), then the Committee may, in its
discretion, recommend that the Board take any of the following actions as a
result of, or in anticipation of, any such Restructuring Event to assure fair
and equitable treatment of Plan Participants:

(a) accelerate time periods for purposes of vesting in, or
realizing gain from, any outstanding Award made pursuant to this Plan;

(c) make adjustments or modifications to outstanding Awards
as the Committee deems appropriate to maintain and protect the rights
and interests of Plan Participants following such Restructuring Event.

6
<PAGE> 43

Any such action by the Board shall be conclusive and binding on the
Company and all Plan Participants. Notwithstanding the foregoing, the
Committee shall retain full authority to take, in its discretion, any of the
foregoing actions with respect to Awards held by Participants who are
directors, and the Board shall have no authority to act in any such matter.

For purposes of this Section, "changes of control" shall mean: (i)
the acquisition buy any person of voting shares of the Company, if, as a result
of the acquisition, such person, or any "group" as defined in Section 13(d)(3)
of the 1934 Act of which such person is a part, owns at least 20% of the
outstanding voting shares of the Company; or (ii) a change in the composition
of the Board such that within any period of two consecutive years, persons who
(a) at the beginning of such period constitute the Board or (b) become
directors after the beginning of such period and whose election, or nomination
for election by the stockholders of the Company, was approved by a vote of at
least two-thirds of the persons who were either directors at the beginning of
such period or whose subsequent election or nomination was previously approved
in accordance with this clause (b), cease to constitute at least a majority of
the Board.

SECTION 10

UNFUNDED PLAN

The plan shall be unfunded. Neither the Company nor the Board shall
be required to segregate any assets that may at any time be represented by
Awards made pursuant to this Plan. Neither the Company nor the Board shall be
deemed to be a trustee of any amounts to be paid under the Plan. Any liability
of the Company to any Participant with respect to an Award shall be based
solely upon contractual obligations created by the plan and the Award
Agreement. No such obligation shall be deemed to be secured by any pledge or
any encumbrance on any property of the Company.

SECTION 11

RIGHT OF DISCHARGE RESERVED

Nothing in this Plan or in any Award shall confer upon any employee or
other individual the right to continue in the employment or service of the
Company or affect any right the Company may have to terminate the employment or
service of any such employee or other individual at any time for any reason.

SECTION 12

NATURE OF PAYMENTS

All Awards made pursuant to this Plan are in consideration of services
performed for the Company. Any gain realized pursuant to such Awards
constitute a special incentive payment to the Participant and shall not be
taken into account as compensation for purposes of any of the employee benefits
plans of the Company.

7
<PAGE> 44

SECTION 13

GOVERNING LAW

This Plan shall be governed by, construed and enforced in accordance
with the integral laws of the State of Delaware, and, where applicable, the
laws of the United States.

8
<PAGE> 45
EXHIBIT "C"

PROXY PROXY
FLORAFAX INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Andrew W. Williams and
Solomon O. Howell, Jr., and each or either of them, lawful attorneys and proxies
of the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to attend the annual meeting of stockholders of
Florafax International, Inc., (herein the "Company") to be held at Dodgertown
located at 3901 26th Street, Vero Beach, Florida 32961 on the 30th day of
January, 1996 at 11:00 a.m., Eastern Standard Time, and any adjournment(s)
thereof, with all powers the undersigned would possess if personally present and
to vote thereat, as specified herein, the number of shares the undersigned would
be entitled to vote if personally present.

In accordance with their discretion, said attorneys and proxies are
authorized to vote upon such other business as may properly come before the
meeting or any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, 3, 4 AND 5. EACH OF THESE MATTERS ARE PROPOSED BY THE COMPANY.
ALL PRIOR PROXIES ARE HEREBY REVOKED.

<TABLE>
<S> <C> <C>
PROPOSAL 1: ELECTION OF DIRECTORS (INSTRUCTION: To withhold authority to vote PROPOSAL 2: TO APPROVE THE APPOINTMENT
for any individual nominee strike a line through OF AUDITORS FOR THE 1996
For all nominees WITHHOLD AUTHORITY the nominee's name in the list below). FISCAL YEAR
listed to the right to vote for
(except as marked all nominees T. Craig Benson, Solomon O. Howell, Jr.,
to the contrary) listed to the right Glenn R. Massey, William E. Mercer, James H. West, FOR AGAINST ABSTAIN
Andrew W. Williams and Kenneth G. Puttick

PROPOSAL 3: TO APPROVE THE ADOPTION PROPOSAL 4: TO APPROVE THE MANAGEMENT PROPOSAL 5: TO TRANSACT SUCH OTHER BUSINESS
OF THE NONEMPLOYEE DIRECTOR INCENTIVE STOCK OPTION PLAN AS MAY PROPERLY COME BEFORE THE
STOCK OPTION PLAN MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

(Please sign exactly as name appears hereon. When signing
as attorney, executor, administrator, trustee, guardian,
etc., give full title as such. For joint accounts, each
joint owner should sign.) This Proxy will also be voted in
accordance with the discretion of the proxies or proxy on
any other business. Receipt is hereby acknowledged of the
Notice of Annual Meeting and Proxy Statement of the
Company dated December 22, 1995.

Dated _____________________________________________, 1996

_________________________________________________________
(Signature)

_________________________________________________________
(Signature if held jointly)

* PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES USING THE ENCLOSED ENVELOPE.

</TABLE>