<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>DIRECTOR OPTION AGREEMENT

<TEXT>





                            DIRECTOR OPTION AGREEMENT





         This Option Agreement, dated October ____, 1998, between ABC Dispensing

Technologies, Inc., a Florida corporation (the "Company") and [insert name of

director] (the "Director").



         WHEREAS, as consideration of the Director's prior service as a director

of the Company to induce the Director to continue to serve as a member of the

Company's Board of Directors, the Company intends to grant to the Director

common stock purchase options that will vest only upon a Change of Control (as

defined in paragraph two (2) below),



         NOW, THEREFORE, in consideration for Director's prior service as a

director of the Company and as an inducement to the Director to continue to

serve as a director of the Company, the Company and the Director hereby agree as

follows:



         1.       The Company hereby grants to the Director an option to

                  purchase 40,000 shares of the Company's Common Stock, par

                  value $.01 per share, subject to the provisions set forth

                  herein. The option price to be paid per share of common stock

                  upon exercise of such option shall be equal to the market

                  price per share on the date which is 90 days prior to the date

                  of the Change of Control. The option represented by this

                  Agreement shall only vest if the Director remains a director

                  of the Company at the time of the occurrence of a Change of

                  Control, if and whenever such Change in Control shall occur.

                  The option will not vest until the occurrence of a Change of

                  Control.





         2.       For purposes of this Agreement, a "Change of Control" shall

                  occur if (i) any person or group of persons (within the

                  meaning of Section 13 or Section 14 of the Securities Exchange

                  Act of 1934, as amended) shall acquire (other than directly

                  from the Company) beneficial ownership (within the meaning of

                  Rule 13d-3 promulgated by the Securities and Exchange

                  Commission under said Act) of 20% or more of the outstanding

                  shares of common stock of the Company, (ii) during any period

                  of 12 consecutive calendar months, individuals who were

                  directors of the Company on the first day of such period (or

                  who were appointed or nominated for election as directors of

                  the Company by at least a majority of the individuals who were

                  directors on the first day of such period or who were so

                  elected or appointed other than in connection with an actual

                  or threatened proxy contest) (the "Incumbent Board") shall

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