<HTML>
<head>
<TITLE>
</TITLE>
</head>
<body>

<P ALIGN=RIGHT><FONT SIZE=2>Registration No. _____________________________</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>As filed with the Securities and Exchange Commission on July ____, 2001</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES
AND EXCHANGE COMMISSION</FONT></H1>


<P ALIGN=CENTER><FONT SIZE=2>Washington D.C. 20549</FONT></P>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=2>FORM S-8</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933<br>
BOVIE MEDICAL CORPORATION<br>
(Exact name of registrant as specified in its charter)</FONT></P>


<P ALIGN=CENTER><FONT SIZE=2><U>Delaware&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No. 11-2644611
</U></FONT></P>


<P ALIGN=CENTER><FONT SIZE=1>(State or other jurisdiction of incorporation or
organization)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(IRS&#151; Employer Identification No.)</FONT></P>

<HR SIZE=1 WIDTH=15% ALIGN=CENTER>

<P  ALIGN=CENTER><FONT SIZE=3>734  Walt  Whitman  Rd.,<br>  Melville,   New  York
11747<br>(516) 421-5452</FONT></P>

<P ALIGN=CENTER><FONT SIZE=1>(Address, including zip code, and telephone number,<br>
including area code, or registrant's principal executive offices)</FONT></P>


<P ALIGN=CENTER><FONT SIZE=2><B>BOVIE
MEDICAL CORPORATION<br>
2001 STATUTORY AND NON-STATUTORY STOCK OPTION PLAN</B><br>
(Full title of plan)</FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Andrew Makrides<br>
President<br>
Bovie Medical Corporation<br>
734 Walt Whitman Road<br>
Melville, NY 11747<br>
(Name and address, including zip code, and telephone<br>
<u>number, including area code, of agent for service)</u></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Copies to:<BR>
Alfred V. Greco, PLLC<br>
666 Fifth Avenue (14th Floor)<br>
New York, NY 10103<br>
(212) 246-6550</FONT></P>
<PAGE>

<I>(Registration Statement cover page continued)</I>

<p ALIGN=CENTER>CALCULATION OF REGISTRATION FEE</p>

<pre>

--------------------- ---------------- ---------------- -------------- -------------
Title of Each         Amount to be     Proposed         Proposed       Amount of
Class of              Registered (1)   Maximum          Maximum        Registration
Securities to                          Offering         Aggregate      Fee
be Registered                          Price Per        Offering
                                       Share (1)        Price (1)
--------------------- ---------------- ---------------- -------------- -------------
--------------------- ---------------- ---------------- -------------- -------------
Common Stock,
par value
$.001 per share (2)   1,200,000        $.50             $600,000.00    $150.00
--------------------- ---------------- ---------------- -------------- -------------

</PRE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>Estimated solely for the purpose of calculating the registration fee.</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
The shares registered pursuant to this Registration Statement are available for
grant as of the date of this Registration Statement under the registrant&#146;s
2001 Statutory and Non-Statutory Stock Option Plan and available for issuance
pursuant to certain stock options the forms of which are attached as exhibits to
this Registration Statement.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate price at which securities covered by
this registration statement are proposed to be offered.</FONT></TD>
</TR>
</TABLE>
<BR>

<PAGE>




<H1 ALIGN=LEFT><FONT SIZE=2>PART I.    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</FONT></H1>


ITEM 1:           <u>Plan Information.</u>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information required by Part I is included in documents to be sent or given to
the participants. </FONT></P>

ITEM 2:          <u>Registration Information and Employee Plan Annual Information.</u>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          Upon written or oral request, Bovie Medical Corporation, a Delaware corporation (the "Registrant") will provide, without
charge, a copy of all documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are incorporated
by reference in the Section 10(a) Prospectus, and all other documents required to be delivered to employees pursuant to Rule 428(b)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"). All requests should be made to Bovie Medical
Corporation att: Andrew Makrides, President, Melville, NY 11747, tel no. (516) 421-5452</FONT></P>

<H1 ALIGN=LEFT><FONT SIZE=2>PART II:           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></H1>

ITEM 3:         <u>  Incorporation of Documents by Reference.</u>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following documents, which are on file with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:</FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 2000.</FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Quarterly Report on Form 10-QSB for the Quarterly Period ended March 31, 2001.</FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
The description of the Common Stock which is contained in the registration
statements filed under the Securities and Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), including any amendment or report filed for the
purpose of updating such description. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates
that all shares offered hereby have been sold or which deregisters all shares
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents. </FONT></P>

ITEM 4:         <u>Description of Securities.</u>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 N/A</FONT></P>

ITEM 5:  <u>Interests of Named Experts and Counsel.</u>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; N/A</FONT></P>


ITEM 6.      <u>Indemnification of Directors and Officers.</u>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant&#146;s Certificate of Incorporation generally provides for the maximum
indemnification of the corporation&#146;s officers and directors as permitted by
law in the State of Delaware. Delaware law empowers a corporation to indemnify
any person who was or is a party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except in the case of an action by or
in the right of the corporation, by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including
attorney&#146;s fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or proceeding if
the person indemnified acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceedings, had no reasonable cause to,
believe his or her conduct was unlawful. </FONT></P>

<P     ALIGN=JUSTIFY><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    The corporation   may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation or other enterprise,  against expenses,
including amounts paid in settlement and attorney's fees actually and reasonably
incurred  by him or her in  connection  with the  defense or  settlement  of the
action or suit if he or she acted in good faith and in a manner  which he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.  Indemnification  may not be made for any claim, issue or matter as
to which such a person has been  adjudged by a court of competent  jurisdiction,
after  exhaustion of all appeals  therefrom,  to be liable to the corporation or
for amounts paid in settlement to the corporation  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.</FONT></P>

<P     ALIGN=JUSTIFY><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  To  the  extent  that a
director, officer, employee or agent of the corporation has been successful on the
merits or otherwise  in defense of any action,  suit or  proceeding  referred to
above, or in defense of any claim,  issue or matter  therein,  he or she must be
indemnified by the corporation  against  expenses,  including  attorney's  fees,
actually and  reasonably  incurred by him in  connection  with the defense.  Any
indemnification  under  this  section,  unless  ordered  by a court or  advanced
pursuant to this section,  must be made by the corporation only as authorized in
the specific case upon a  determination  that  indemnification  of the director,
officer,  employee or agent is proper in the  circumstances.  The  determination
must be made: (a) by the stockholders; (b) by the board of directors by majority
vote,  of a quorum  consisting  of directors who were not parties to the action,
suit or proceeding;  (C) if a majority vote of a quorum  consisting of directors
who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion;  or (d) if a quorum  consisting of directors
who were not parties to the action,  suit or proceeding  cannot be obtained,  by
independent legal counsel in a written opinion.</FONT></P>

<P     ALIGN=JUSTIFY><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The     certificate    of
incorporation,  the bylaws or an agreement made by the  corporation  may provide
that the  expenses of officers  and  directors  incurred in defending a civil or
criminal action,  suit or proceeding must be paid by the corporation as they are
incurred  and in  advance  of the  final  disposition  of the  action,  suit  or
proceeding  upon  receipt of an  undertaking  by or on behalf of the director or
officer  to  repay  the  amount  if it is  ultimately  determined  by a court of
competent  jurisdiction  that he or she is not entitled to be indemnified by the
corporation.  The  provisions  of this  section  do not  affect  any  rights  to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law. </FONT></P>

<P     ALIGN=JUSTIFY><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  indemnification  and
advancement  of expenses  authorized  in or ordered by a court  pursuant to this
section:  (a)  does not  exclude  any  other  rights  to which a person  seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors or otherwise,  for either an action in his or her official capacity or
an action in another  capacity  while  holding  his or her  office,  except that
indemnification,  unless  ordered by a court pursuant to this section or for the
advancement of any director or officer if a final adjudication  establishes that
his or her acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action;  and (b) continues
for a person who has ceased to be a  director,  officer,  employee  or agent and
inures to the  benefit  of the heirs,  executors  and  administrators  of such a
person.</FONT></P>

ITEM 7:         <u>  Not Applicable</u><br><br>




ITEM 8:         <u>  Exhibits.</u>
<pre>
4.1       2001 Statutory and Non-Statutory Stock Option Plan.
4.2       Form of Stock Option
5.1       Opinion of Alfred V. Greco, PLLC
23.1      Consent of Alfred V. Greco, PLLC (consent included in Exhibit 5.1).
23.2      Consent of Bloom &amp; Company
</pre>

ITEM 9:         <u>Undertakings.</u><br><br>

<u>The undersigned Registrant hereby undertakes:</u><br><br>

<P     ALIGN=center><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2> (1) To file,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:</FONT></P>

<P     ALIGN=JUSTIFY><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)    To   include   any
prospectus required by Section 10(a) (3) of the Securities Act;</FONT></P>

<P     ALIGN=JUSTIFY><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)  To  reflect  in the
prospectus  any facts or events  which,  individually  or together,  represent a
fundamental change in the information in the Registration Statement;</FONT></P>

<P     ALIGN=JUSTIFY><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)   To  include   any
additional  or  changed  material  information  on  the  plan  of  distribution;
provided, however, that paragraphs </FONT></P>

<P ALIGN=JUSTIFY><FONT  FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)(i)
and (1)(ii) above do not apply if the  Registration  Statement is on Form S-3 or
Form S-8,  and the  information  required  to be  included  in a  post-effective
amendment by those paragraphs is incorporated by reference from periodic reports
filed   by   the   Registrant    under   the   Exchange    Act.</FONT></P>

<P ALIGN=JUSTIFY><FONT      FACE="Times      New     Roman,      Times,      Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
That, for  determining  liability  under the Securities  Act, to treat each such
post-effective  amendment  as a new  registration  statement  of the  securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.</FONT></P>

<P     ALIGN=JUSTIFY><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)  To
remove  from  registration  by means of a  post-effective  amendment  any of the
securities   being   registered   that   remain   unsold   at  the  end  of  the
offering.</FONT></P>

<P  ALIGN=JUSTIFY><FONT  FACE="Times New Roman, Times, Serif" SIZE=2>Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  the  Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action,  suit or proceeding)
is asserted by such director,  officers or controlling person in connection with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.</FONT></P>
<PAGE>

<P align=center>SIGNATURES</p>

<P  ALIGN=JUSTIFY><FONT  FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to
the requirements of the Securities Act of 1933, the Registrant certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this Registration  Statement to be signed
on its behalf by the undersigned,  thereunto duly authorized, in the city of New
York, New York, on this 12th day of July, 2001.</FONT></P>

                                     Bovie Medical Corporation<BR>


                                     By <U>/S/Andrew Makrides</u><br>
                                        Andrew Makrides, Principal Executive Officer

<P ALIGN=JUSTIFY><FONT  FACE="Times New Roman, Times, Serif" SIZE=2> Pursuant to
the requirements of the Securities Act of 1933, this Registration  statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.</FONT></P>


<PRE>
Signature                     Capacity in Which Signed              Date


S/ <u>Andrew Makrides</u>
                              President, Director,
Andrew Makrides               Principal Executive Officer           July 12, 2001

S/ <u>J. Robert Saron</U>

J. Robert Saron               Director                              July 12, 2001


S/ <u>Nancy Keller</U>               Chief Financial Officer               July 12, 2001
                              (Chief Financial Officer
Nancy Keller                  and Principal Accounting
                              Officer)


S/<u> George Kromer</U>

George Kromer                 Director                              July 12, 2001


S/<u> Alfred V. Greco</U>

Alfred V Greco                Director                              July 12, 2001

</PRE>
<pre>
                        EXHIBIT INDEX
                                                                         Sequentially
<u>Document</U>          <u>Description of Document</U>                                <u>Numbered Page</U>

4.1               2001 Statutory and Non-Statutory Stock Option Plan             7
4.2               Form of Stock Option                                          17
5.1               Opinion of Alfred V. Greco, PLLC                              19
23.1              Consent of Alfred V. Greco, PLLC                              19
                  (contained in opinion)
23.2              Consent of Bloom &amp; Company                                20
</PRE>
<PAGE>


<H2 ALIGN=CENTER><FONT SIZE=2>Bovie Medical Corporation<BR>
2001 Statutory and Non-Statutory Stock Option Plan<BR>

SECTION 1<BR><BR>

<U>PURPOSES</U><BR></font></h2>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bovie Medical Corporation  (the  "Company")  desires to afford  certain of its key
employees,  officers,  directors and  consultants  who are  responsible  for the
continued growth of the Company an opportunity to acquire a proprietary interest
in the  Company,  and thus to create in such  individuals  an  increase  in and
greater concern for the welfare of the Company and its subsidiary.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Company, by means of
this 2001 Statutory and Non-Statutory Stock Option Plan (the  &#147;Plan&#148;),
seeks to retain the services of persons now holding key  positions and to secure
the services of persons capable of filling such positions. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The stock options offered
pursuant to the Plan are a matter of separate  inducement and are not in lieu of
any  salary  or other  compensation  for the  services  of any key  employee  or
consultant.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
stock options granted under the Plan are intended to be either incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or options that do not meet the requirements for incentive stock
options. </FONT></P>
<PAGE>

<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 2<BR><BR>

<u>DEFINITIONS</u>.</font></h2>

         As used in the Plan, the following terms shall have the meanings set forth below:

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
"Affiliate" shall mean (i) any entity that,  directly or indirectly  through one
or more  intermediaries,  is  controlled  by the  Company and (ii) any entity in
which the Company has a significant equity interest. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) "Code"
shall mean the Internal  Revenue Code of 1986, as amended from time to time, and
any regulations promulgated thereunder.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
"Committee"  shall mean the Board of  Directors,  or a committee of the Board of
Directors of the Company  designated  by resolution of the Board of Directors to
administer   the  Plan,   which   shall   consist  of  not  less  than  two  (2)
&#147;Non-Employee   Directors,&#148;   as  such   term  is   defined   in  Rule
16b-3(b)(3)(i)  promulgated  under  the  Securities  Exchange  Act of  1934,  as
amended,  each having the  requisite  qualifications  thereunder  to satisfy the
requirements of Rule 16b-3. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) "Company
shall mean BOVIE MEDICAL CORPORATION", a Delaware corporation.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) "Eligible
Person" shall mean any employee, officer or consultant providing services to the
Company or any Affiliate who the Committee  determines to be an Eligible Person.
A director  of the  Company  who is not also an  employee  of the  Company or an
Affiliate shall not be an Eligible Person.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) "Fair
Market Value" shall mean the closing "bid" price of the Company's  Shares on the
date in  question as quoted on the  Electronic  Bulletin  Board of the  National
Association of Securities  Dealers or its Automated  Quotation System ("NASDAQ")
or on any successor  national  stock  exchange on which the Common Stock is then
traded,  provided,  however,  that if on the date in question there is no public
market for the  Company's  Shares and they are neither  quoted on  "NASDAQ"  nor
traded on a national securities exchange,  then the Committee shall, in its sole
discretion and best judgment, determine the Fair Market Value.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
"Incentive  Stock  Option"  shall mean an option  granted under the Plan that is
intended to meet the  requirements  of Section 422 of the Code or any  successor
provision.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)
"Non-Qualified Stock Option" shall mean an option granted under the Plan that is
not intended to be an Incentive Stock Option.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) "Option"
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) "Option
Agreement" shall mean any written agreement, contract or document evidencing any
Option granted under the Plan.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)
"Participant"  shall mean an Eligible Person  designated to be granted an Option
under the Plan.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) "Person"
shall  mean  any  individual,  corporation,  partnership,  association,  limited
liability company, association or trust.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) "Plan"
shall mean this 1996 Employee and Consultant  Stock Option Plan, as amended from
time to time.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) "Rule
16b-3"  shall  mean  Rule  16b-3  promulgated  by the  Securities  and  Exchange
Commission  under  the  Securities  Exchange  Act of 1934,  as  amended,  or any
successor rule or regulation. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) "Shares"
shall mean shares of Common Stock, $.001 par value, of the Company.</FONT></P>



<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 3<BR><BR>

<u>ADMINISTRATION</u>.</font></h2>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=2>(a) <U>Power
and Authority of the  Committee.</U> The Plan shall be administered by the Board
of Directors,  or, pursuant to resolution of the Board of Directors, a committee
consisting of at least two non-employee directors, (the "Committee"). Subject to
the express  provisions of the Plan and to applicable  law, the Committee  shall
have full power and authority to: (i) designate Participants; (ii) determine the
types of Options (e.g.,  whether Incentive Stock Options or Non-Qualified  Stock
Options) to be granted to each  Participant  under the Plan; (iii) determine the
number of Shares to be  covered by each  Option;  (iv)  determine  the terms and
conditions of any Option  Agreement;  (v) amend the terms and  conditions of any
Option   Agreement  and  accelerate  the   exercisability   of  Options  covered
thereunder;  (vi) determine whether, to what extent and under what circumstances
Options  may be  exercised  in cash,  Shares  or other  property,  or  canceled,
forfeited or suspended;  (vii) determine whether,  to what extent and under what
circumstances  Options shall be deferred either automatically or at the election
of the holder thereof or the Committee; (viii) interpret and administer the Plan
and any instrument or Option Agreement  relating to, or Option granted under the
Plan;  (ix)  establish,  amend,  suspend or waive such rules and regulations and
appoint such agents as it shall deem  appropriate for the proper  administration
of the Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the  administration  of the Plan.
Unless   otherwise   expressly   provided   in  the  Plan,   all   designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Option shall be within the sole discretion of the Committee,  may be
made  at  any  time  and  shall  be  final,  conclusive  and  binding  upon  any
Participant,  any holder or beneficiary of any Option granted under the Plan and
any employee of the Company or any Affiliate.</font></p>


<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 4<BR><BR>

<u>AVAILABLE SHARES SUBJECT TO OPTION</u>.</font></h2>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Shares
Available.  The total number of Shares for which Options may be granted pursuant
to the Plan  shall be  1,200,000  Shares of the Common  Stock in the  aggregate,
subject to adjustment as provided in Section 4(c).
If any  Shares  covered  by an  Option  or to which an  Option  relates  are not
purchased or are forfeited,  or if an Option otherwise expires,  then the number
of Shares counted  against the aggregate  number of Shares  available  under the
Plan with  respect  to such  Option,  to the  extent of any such  forfeiture  or
termination, shall again be available for Options under the Plan.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Accounting for Shares Covered by an Option.  For purposes of this Section 4, the
number of Shares  covered by an Option  shall be counted on the date of grant of
such Option  against  the  aggregate  number of Shares  available  for  granting
Options under the Plan.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
Adjustments.  In the event that the Committee  shall determine that any dividend
or other distribution  (whether in the form of cash, Shares, other securities or
other   property),   recapitalization,   stock  split,   reverse   stock  split,
reorganization,   merger,   consolidation,   split-up,  spin-off,   combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase  Shares or other  securities of the Company
or other similar rights to purchase Shares or other securities of the Company or
other similar  corporation  transaction  or event affects the Shares  subject to
Option  grants  under the Plan  such that an  adjustment  is  determined  by the
Committee to be appropriate  in order to prevent  dilution or enlargement of the
benefits or potential  benefits  intended to be made  available  under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of(i) the  number of Shares  which may  thereafter  be made the  subject  of
Options;  (ii) the number of Shares subject to outstanding Option awards;  (iii)
the purchase or exercise  price with respect to any Option,  provided,  however,
that the number of Shares  covered by an Option or to which such Option  relates
shall always be a whole number.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Incentive
Stock Options. Notwithstanding the foregoing, the number of Shares available for
granting  Incentive  Stock  Options  under the Plan shall not exceed  1,200,000,
subject to adjustment as provided in the Plan and Section 422 or 424 of the Code
or any successor provisions.</FONT></P>

<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 5<br><BR>

<u>ELIGIBILITY</u></font></h2>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Any Eligible
Person shall be eligible to be designated a Participant.  In  determining  which
Eligible  Persons  shall  receive  an Option  and the terms of any  Option,  the
Committee  may take into  account  the nature of the  services  rendered  by the
respective  Eligible Persons,  their present and potential  contributions to the
success  of  the  Company  or  such  other  factors  as  the  Committee,  in its
discretion,  shall deem relevant.  Notwithstanding  the foregoing,  an Incentive
Stock Option may only be granted to fall or part-time  employees  (which term as
used herein includes,  without  limitation,  officers and directors who are also
employees) and an Incentive  Stock Option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a &#147;subsidiary  corporation&#148;
of the Company within the meaning of Section 424(f) of the Code or any successor
provision. </FONT></P>

<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 6<br><BR>

<u>OPTION AWARDS</u>.</font></h2>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Committee  is  hereby  authorized  to grant  Options  to  Participants  with the
following terms and conditions and with such additional terms and conditions not
inconsistent  with the provisions of the Plan as the Committee shall  determine:
</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)<u> Exercise
Price</u>.  The  purchase  price per  Share  purchasable  under an  Option  shall be
determined by the Committee,  provided,  however, that such purchase price shall
not be less than 100% of the Fair  Market  Value of a Share on the date of grant
of such  Option,  provided  further,  however,  that in the case of an Incentive
Stock Option  granted to a Participant  who, at the time such Option is granted,
owns Shares of the  Company or shares of any  subsidiary  corporation  or parent
corporation  of the Company which  possesses  more than ten percent (10%) of the
total  combined  voting  power of all classes of shares of the Company or of any
subsidiary  corporation  or parent  corporation of the Company  (hereinafter,  a
&#147;10%  Shareholder&#148;),  the purchase  price for each Share shall be such
amount as the Committee in its best judgment shall determine to be not less than
one hundred ten  percent  (110%) of the Fair Market  Value per Share at the date
the  Incentive  Stock Option is granted.  In  determining  stock  ownership of a
Participant  for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied,  and the  Committee may rely on  representations  of fact
made to it by Participant and believed by it to be true. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)<u> Option
Term</u>. The term of each Option shall be fixed by the Committee which in any event
shall not exceed a term  (10) years from the date of the grant,  provided,
however,  that  the  term  of any  Incentive  Stock  Option  granted  to any 10%
Shareholder shall not be exercisable after the expiration of five (5) years from
the date such Incentive Stock option was granted. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
<u>Maximum  Grant of  Incentive  Stock  Options</u>.  The  aggregate  Fair Market Value
(determined on the date the Incentive Stock Option is granted) of Shares subject
to an Incentive Stock Option (when first  exercisable)  granted to a Participant
by the Committee in any calendar year shall not exceed $100,000. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)<u> Time
and Method of Exercise</u>.  Subject to the  provisions  of the Plan,  the Committee
shall  determine  the time or times at which an Option may be exercised in whole
or in part and the method or methods by which, and the form or forms (including,
without  limitation,  cash, Shares,  promissory notes,  other securities,  other
property,  cancellation  of credit or amounts due optionee from Company,  or any
combination  thereof,  having a Fair Market Value on the exercise date equal to
the  relevant  exercise  price) in which,  payment  of the  exercise  price with
respect thereto may be made or deemed to have been made. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)<u> Vesting
of Options</u>.  Options  granted to participants  shall either vest  immediately on
grant or shall vest over time as follows: </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) As to
Participants  that have served the Company for a period of less than five years,
options  granted  under the Plan shall vest at the rate of 20%  thereof for each
year served and 20% per year for each additional  year thereafter  until a total
of five  years has been  served by the  Participant.  At that  time,  the Option
granted to the Participant shall be deemed fully vested. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) As to
Participants  that have been  employed  or  otherwise  served the  Company for a
period of five  consecutive  years or more at the time of the grant of an Option
under the Plan,  such  Option  shall be  deemed  fully  vested at time of grant.
</FONT></P>

     <P    align=justify><FONT    FACE="Times   New   Roman,    Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) All Options under the
Plan shall be required to be vested prior to exercise  and if the entire  option
is not fully  vested at the time of  exercise,  only that  portion of the option
that is vested shall be exercisable  e.g. a participant who has been an employee
(as  defined)  with the  Company  for three  years is  granted an option for one
thousand  shares and wishes to  immediately  exercise it. Under the terms of the
Plan, six hundred shares may be exercised  immediately  (because the shares vest
immediately  due to his three years of service) and as to the other four hundred
shares,  options to exercise two hundred  shares  shall vest and be  exercisable
during the fourth  year of service  with the Company and options for the balance
of 200  shares  shall  vest and be  exercisable  during  the fifth year that the
participant  has served with the Company.  After the fifth year of service,  any
other  options  received  by that  Participant  shall vest  immediately  because
participant  will  have  served  the  Company  for  five  years  at  that  time.
</FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)<u>     Limits     on
Transfer  of  Options</u>.  No Option  shall be  transferable  by a  Participant
otherwise  than by will or by the laws of descent  and  distribution;  provided,
however,  that,  if so determined by the  Committee,  a Participant  may, in the
manner established by the Committee, designate a beneficiary or beneficiaries to
exercise the rights of the  Participant  and receive any Shares  purchased  with
respect to any Option upon the death of the  Participant.  Each Option  shall be
exercisable  during the  Participant's  lifetime only by the  Participant or, if
permissible  under  applicable  law,  by the  Participant's  guardian  or  legal
representative.  No Option or Shares  underlying  any Option  shall be  pledged,
alienated,   attached  or  otherwise  encumbered,   and  any  purported  pledge,
alienation,  attachment or encumbrance  thereof shall be void and  unenforceable
against the Company or any Affiliate. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>(vii)Restrictions</u>:  Securities  Exchange  Listing.  All  certificates for
Shares delivered upon the exercise of Options under the Plan shall be subject to
such stop  transfer  orders and other  restrictions  as the  Committee  may deem
advisable under the Plan or the rules, regulations and other requirements of the
Securities  and  Exchange   Commission  and  any  applicable  federal  or  state
securities laws, and the Committee may cause a legend or legends to be placed on
such  certificates to make appropriate  reference to such  restrictions.  If the
Shares or other  securities are traded on a national  securities  exchange,  the
Company shall not be required to deliver any Shares  covered by an Option unless
and until  such  Shares  have  been  admitted  for  trading  on such  securities
exchange.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)<u>
Termination of Employment</u>.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) Upon
termination  of the  employment  or  consultancy,  as the  case  may be,  of any
Participant,  an Option previously granted to the Participant,  unless otherwise
specified by the Committee in the Option,  shall,  to the extent not theretofore
exercised, terminate and become null and void, provided that: </FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)  If  the  Participant
shall  die  while  in the  employ  of the  Company  or  during  a  period  after
termination  of  employment  as specified in clause (b) below and at a time when
such  Participant  was  entitled to exercise an Option as herein  provided,  the
legal  representative  of such  Participant,  or such Person who  acquired  such
Option by bequest or inheritance  or by reason of the death of the  Participant,
may, not later than one (1) year from the date of death, exercise any non-vested
Option  which was not  theretofore  exercise  in  respect  of any or all of such
number of Shares as specified by the Committee in such Option; and</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)With
respect to Participants who are employees,  if the employment of any employee to
whom such  Option  shall  have been  granted  shall  terminate  by reason of the
Employee&#146;s  retirement  (at such age or upon  such  conditions  as shall be
specified  by the Board of  Directors),  disability  (as  described  in  Section
22(e)(3)  of the Code) or  dismissal  by the  employer  other than for cause (as
defined below), and while such employee  Participants  entitled to exercise such
option as herein  provided,  such employee  Participant  shall have the right to
exercise  any  non-vested  Option  held  by him  (or  her),  to the  extent  not
theretofore  exercised,  in  respect  of any or all of such  number of Shares as
specified by the  Committee in such Option,  at any time up to and including
twelve (12) months  after the date of such  termination  of  employment.  In the
event death occurs during the 12 month period after  termination  for any reason
other  than for  cause,  the time for  such  optionee&#146;s  representative  to
exercise  such  option  shall  extend  to one (1) year from date of death of the
optionee.</FONT></P>
<PAGE>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (B) If a
Participant voluntarily terminates his or her employment or consultancy,  as the
case may be, any non-vested  Option granted  hereunder  shall,  unless otherwise
specified by the Committee in the Option,  forthwith  terminate  with respect to
any unexercised portion thereof.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (C) If a
Participant  is  terminated  for cause as  hereinafter  defined,  all vested and
non-vested options shall terminate immediately unless otherwise specified by the
committee in the Option or at time of termination.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (D) If an
Option granted  hereunder  shall be exercised by the legal  representative  of a
deceased or disabled Participant,  or by a person who acquired an Option granted
hereunder  by bequest or  inheritance  or by reason of death of any such person,
written  notice of such exercise  shall be  accompanied  by a certified  copy of
letters   testamentary   or  equivalent   proof  of  the  right  of  such  legal
representative or other person to exercise such Option.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (E) For all
purposes of the Plan,  the term "for cause"  shall mean,  (i) with  respect to a
Participant who is a party to a written employment or consultancy agreement with
the Company,  as the case may be, which  contains a definition of "for cause" or
"cause" (or words of like import) for purposes of  termination  of employment or
consultancy  thereunder  by the Company,  "for cause" or "cause" as defined in
the most recent of such agreements, or (ii) in all other cases, as determined by
the  Committee,  in its sole  discretion,  that one or more of the following has
occurred:  (W) any failure by a Participant to substantially  perform his or her
employment or consultancy  duties, as the case may be, which shall not have been
corrected  within thirty (30) days  following  written notice  thereof,  (X) any
engaging  by such  Participant  in  misconduct  or,  in the  case of an  officer
Participant,  any failure or refusal by such officer  Participant  to follow the
directions of the Company's Board of Directors or Chief Executive Officer of the
Company which, in either case, is injurious to the Company or any Affiliate, (Y)
any breach by a Participant of any covenant contained in the instrument pursuant
to which an Option is granted, or (Z) such Participant's  conviction of or entry
of a plea of nolo contendere in respect of any felony, or of a misdemeanor which
results in or is  reasonably  expected  to result in  economic  or  reputational
injury to the Company or any of its Affiliates.</FONT></P>

<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 7<br><BR>

<u>AMENDMENT AND TERMINATION: ADJUSTMENTS</u>.</font></h2>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=2>Except to
the extent prohibited by applicable law and unless otherwise  expressly provided
in an Option Agreement or in the Plan:</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)<u>
Amendments to the Plan</u>. The Board of Directors of the Company may amend,  alter,
suspend,   discontinue  or  terminate  the  Plan;   provided,   however,   that,
notwithstanding any other provision of the Plan or any Option Agreement, without
the approval of the stockholders of the Company, no such amendment,  alteration,
suspension,  discontinuation  or  termination  shall be made that,  absent  such
approval: </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) would
cause Rule 16b-3 to become unavailable with respect to the Plan;</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) would
violate the rules or  regulations of any national  securities  exchange on which
the Shares of the Company are traded or the rules or regulations of the National
Association  of Securities  Dealers,  Inc.  that are  applicable to the Company;
or</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) would
cause the Company to be unable, under the Code, to grant Incentive Stock Options
under the Plan. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u> (b)
Amendments  to Option  Grants</u>.  The  Committee  may waive any  conditions or
rights of the Company  under any  outstanding  Option  grant,  prospectively  or
retroactively.  The  Committee may not amend,  alter,  suspend,  discontinue  or
terminate any outstanding Option grant, prospectively or retroactively,  without
the  consent of the  Participant  or holder or  beneficiary  thereof,  except as
otherwise herein provided. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)<u>
Correction of Defects, Omissions and Inconsistencies</u>. The Committees may correct
any defect,  supply any omission or reconcile any  inconsistency  in the Plan or
any Option in the manner and to the extent it shall deem  desirable to carry the
Plan into effect. </FONT></P>

<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 8<br><BR>

<u>INCOME TAX WITHHOLDING: TAX BONUSES</u>.</font></h2>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<u>Withholding</u>.  In order to comply with all applicable federal or state income tax
laws or regulations, the Company may take such action as it deems appropriate to
ensure that all  applicable  federal or state  payroll,  withholding,  income or
other taxes,  which are the sole and absolute  responsibility  of a Participant,
are  withheld  or  collected  from  such  Participant.  In  order  to  assist  a
Participant  ii!  paying all or a portion of the  federal  and state taxes to be
withheld  or  collected  upon  exercise  of any Option,  the  Committee,  in its
discretion and subject to such additional  terms and conditions as it may adopt,
may permit the  Participant  to satisfy such tax  obligation  by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise  of any Option  with a Fair  Market  Value  equal to the amount of such
taxes or (ii)  delivering to the Company  Shares other than the Shares  issuable
upon  exercise of the  applicable  Option with a Fair Market  Value equal to the
amount of such taxes.  The election,  if any, must be made on or before the date
that the amount of tax to be withheld is determined. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)<u> Tax
Bonuses</u>. The Committee, in its discretion, shall have the authority, at the time
of grant of any  Option  under this Plan or at any time  thereafter,  to approve
cash bonuses to designated  Participants to be paid upon their exercise in order
to  provide  funds to pay all or a portion  of  federal  and sate taxes due as a
result  of such  exercise.  The  Committee  shall  have  lull  authority  in its
discretion to determine the amount of any such tax bonus. </FONT></P>

<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 9<br><BR>

<u>GENERAL PROVISIONS</u>.</font></h2>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)<u> No
Rights to Option Grants</u>.  No Eligible Person,  Participant or other Person shall
have  any  claim to be  granted  an  Option  under  the  Plan,  and  there is no
obligation  for  uniformity of treatment of Eligible  Persons,  Participants  or
holders  or  beneficiaries  of  Options  granted  under the Plan.  The terms and
conditions  of Options need not be the same with respect to any  Participant  or
with respect to different Participants. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)<u>Option
Agreements</u>.  No  Participant  will have rights  under an Option  granted to such
Participant  unless and until an Option  Agreement shall have been duly executed
on behalf of the Company.  Each Option  Agreement  shall set forth the terms and
conditions of any Option granted to a Participant consistent with the provisions
of this Plan.
</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)<u> No Limit
on Other Compensation Arrangements</u>.  Nothing contained in the Plan shall prevent
the Company or any  Affiliate  from  adopting or  continuing  in effect other or
additional  compensation  arrangements,  and  such  arrangements  may be  either
generally applicable or applicable only in specific cases. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)<u> No Right
to  Employment</u>.  The  grant of an  Option  shall  not be  construed  as giving a
Participant  the  right to be  retained  in the  employ  of the  Company  or any
Affiliate, nor will it affect in anyway the right of the Company or an Affiliate
to terminate such  employment at any time,  with or without cause.  In addition,
the  Company  or an  Affiliate  may at  any  time  dismiss  a  Participant  from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Option Agreement. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)<u>
Governing Law</u>. The validity,  construction  and effect of the Plan or any Option
granted  hereunder,  and any rules and  regulations  relating to the Plan or any
Option granted hereunder, shall be determined in accordance with the laws of the
State of Delaware except to the extent preempted by Federal law. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)<u>
Severability</u>.  If any  provision  of the Plan or any  Option is or becomes or is
deemed to be invalid,  illegal or  unenforceable  in any  jurisdiction  or would
disqualify  the  Plan or any  Option  under  any law  deemed  applicable  by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Option, such provision shall be stricken as to such jurisdiction
or Option,  and the  remainder  of the Plan or any Option  shall  remain in full
force and effect. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)<u> Section
Headings</u>.  The section headings  included herein are only for  convenience,  and
they shall have no effect on the interpretation of the Plan.</FONT></P>

<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 10<br><BR>

<u>EFFECTIVE DATE OF THE PLAN</u>.</font></h2>

<P  align=justify><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=2>The Plan
shall be effective on April 24, 2001 (the &#147;Plan  Effective  Date&#148;),
subject  to  approval  by the  Company&#146;s  stockholders  within one (1) year
thereafter. </FONT></P>

<H2 ALIGN=CENTER><FONT SIZE=2>SECTION 11<br><BR>

<u>TERM OF THE PLAN</u>.</font></h2>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=2>Unless the
Plan shall have been discontinued or terminated as provided in Section 7(a), the
Plan shall  terminate on April 23, 2011.  No Option shall be granted after the
termination of the Plan.  However,  unless otherwise  expressly  provided in the
Plan or in an applicable Option Agreement,  any Option  theretofore  granted may
extend beyond the  termination  of the Plan,  and the authority of the Committee
provided for hereunder with respect to the Plan and any Option  grants,  and the
authority  of the Board of  Directors  of the  Company to amend the Plan,  shall
extend beyond the termination of the Plan. </FONT></P>

<P  align=justify><FONT  FACE="Times New Roman,  Times, Serif" SIZE=2>IN WITNESS
WHEREOF, this Plan has been executed at St. Petersburg, Florida on this 24th day
of April, 2001. </FONT></P>
<PAGE>

<H2 ALIGN=CENTER><FONT SIZE=2>BOVIE MEDICAL CORPORATION</font></h2>



By   <u> /s/Andrew Makrides</u><br>
Andrew Makrides, President and Chief Executive Officer

<PAGE>

<H2 ALIGN=CENTER><FONT SIZE=2>Bovie Medical Corporation<br>
a Delaware corporation</font></h2>

<H2 ALIGN=CENTER><FONT SIZE=2>FORM OF STOCK OPTION</font></h2>


<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Name of Optionee&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Date Option Granted</font></p>



<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Address
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No. ________</font></p>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=2> This option
("Option") is made as of the date set forth above by Bovie Medical  Corporation,
a Delaware corporation (hereinafter the "Company"), and the Optionee named above
(hereinafter  "Optionee").  The option granted hereby is granted pursuant to the
Bovie Medical  Corporation  2001 Statutory and  Non-Statutory  Stock Option Plan
dated April 24, 2001 (the "Plan").</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;1.<u>Grant  of  Option</u>.  Pursuant  to and  subject to the
terms and  conditions of the Plan,  the Company grants to the Optionee the right
and  option  (the  "Option")  to  purchase  at $.__ per  share on the  terms and
conditions   hereinafter   set   forth   all  or  any   part  of  an   aggregate
of________shares  (the "Shares") of the currently authorized and unissued Common
Stock,  par value $.OO1 per share.  Subject to the terms of the Plan, the Option
shall be exercisable, in whole or in part, during the period commencing with the
date on which it is granted and ending on ________ , 20___.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;Nothing  contained  herein  shall  be  construed  to  limit or
restrict the right of the Company or a parent or subsidiary  corporation  of the
Company to terminate the Optionee&#146;s services for the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;2.<U>Vesting  of  Option</U>.  The option granted hereby shall
vest at the rate of 20% of the  amount of the grant for each year of  employment
up to a total of five years at which time the option becomes fully vested.  Each
Optionee  is able to apply  his  (her)  prior  years of  employment  in order to
achieve  immediate  vesting of a portion or all of the options  granted  hereby,
depending upon the total years of prior employment.  Accordingly, if an Optionee
has been  employed by the  Company for three years at the time he (she)  receive
this  option,  then a total of 60% of this option is deemed  fully vested to the
extent of 60% of such option.  For each additional year employed,  an additional
20% of the  option  granted  hereby  shall  vest  until  a total  of 5 years  of
employment  (including  employment  prior to the grant of this option) will have
occurred. At that time, the option will be deemed fully vested. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;3.  <U>Exercisability of Option</U>. All options granted under
the plan shall be exercisable  during the term of the option provided the option
is fully  vested or the  Optionee  is  employed  by the  Company  at the time of
exercise.  In the event the  option is not fully  vested or the  Optionee  is no
longer an employee of the Company at the time of exercise,  then the  provisions
of paragraph 5 shall apply. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;4.  <U>Method  of  Exercise</U>.  The Option may be  exercised
pursuant  thereto by written notice to the Company  stating the number of shares
with respect to which the option is being  exercised,  together  with payment in
full, (a) in cash or certified check; (b) or  acknowledgement of cancellation of
the  Company&#146;s  indebtedness to the Optionee for services or otherwise;  or
(c) any  combination of the  foregoing.  If requested by the Board of Directors,
prior to the  delivery of any Shares,  the  Optionee  shall  supply the Board of
Directors  with a  representation  that the Shares are not being acquired with a
view to unlawful  distribution and will be sold or otherwise disposed of only in
accordance with applicable  federal and state statutes,  rules and  regulations.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;As  soon  after  the  notice of  exercise  as the  Company  is
reasonably able to comply, the Company shall, without payment of any transfer or
issue tax by the Optionee,  deliver to the Optionee or any such other person, at
the main  office  of the  company  or such  other  place  as  shall be  mutually
acceptable,  a certificate or  certificates  for the Shares being purchased upon
exercise of the Option.  Notwithstanding  the foregoing,  the Company shall have
the right to postpone  the time of delivery of the Shares for such period as may
be required  for it with  reasonable  diligence  to comply  with any  applicable
listing  requirements of any national securities exchange or any federal,  state
or local  law.  The  Optionee  may  exercise  the Option for less than the total
number of  Shares  for which the  Option is then  exercisable,  provided  that a
partial  exercise  may not be for fewer than 100  Shares,  unless the  remaining
shares  exercisable under the Option is for less than 100 Shares. The Option may
be exercisable for whole Shares only. </FONT></P>
<PAGE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;5.<u>Termination  of Option.</u>The Option shall terminate and
expire immediately as to the total number of remaining unexercised option shares
at  the  expiration  date  of  the  option.   In  addition,   the  option  shall
automatically terminate upon the earlier of the following:</FONT></P>

<P><FONT  FACE="Times  New Roman,  Times,  Serif"  SIZE=2>  (i)Immediately  upon
termination  of the  Optionee&#146;s  employment  with the Company for cause (as
defined  under  the  Plan)  regardless  of  whether  the  option  is  vested  or
non-vested; </FONT></P>

<P><FONT  FACE="Times New Roman,  Times, Serif" SIZE=2>(ii) If the option is not
vested,  at the  expiration  of twelve (12) months after of  termination  of the
Optionee&#146;s  employment by the Company for any other reason, as such term is
defined  under  the  Plan;  provided,  that if the  Optionee  dies  within  such
twelve-month period, subclause (iii) below shall apply; or </FONT></P>

<P><FONT  FACE="Times New Roman, Times, Serif" SIZE=2>(iii) At the expiration of
twelve (12) months after the date of death of the Optionee, if the Option is not
vested. </FONT></P>

<P><FONT  FACE="Times New Roman, Times, Serif" SIZE=2>(iv) On the effective date
of voluntary  termination  with the Company by the  Participant if the Option is
not vested. </FONT></P>

<P><FONT  FACE="Times New Roman, Times, Serif" SIZE=2>(v) Except for termination
for cause,  all vested  options,  as defined in the Plan,  shall expire upon the
expiration date set forth in Paragraph 1 hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;6.<u>Adjustments.</U>   If   there  is  any   change   in  the
capitalization  of the  Company  affecting  in any  manner the number or kind of
outstanding  shares of Common Stock of the Company,  whether by stock  dividend,
stock split,  reclassification or recapitalization of such stock, or because the
Company  has merged or  consolidated  with one or more other  corporations  (and
provided  the Option does not thereby  terminate  pursuant to Section 5 hereof),
then the number and kind of shares  then  subject to the Option and the price to
be paid therefor shall be appropriately adjusted by the Board of Directors;  <u>
provided,  however</u>, that in no event shall any such adjustment result in the
Company's  being  required  to sell or issue  any  fractional  shares.  Any such
adjustment  shall  be  made  without  change  in the  aggregate  purchase  price
applicable to the  unexercised  portion of the option,  but with an  appropriate
adjustment to the price of each Share or other unit of security  covered by this
Option.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;7.<U>Cessation of Corporate Existence</U>. Notwithstanding any
other  provision of this Option,  upon the  dissolution  or  liquidation  of the
Company, the reorganization,  merger or consolidation of the Company with one or
more  corporations  as a  result  of  which  the  Company  is not the  surviving
corporation,  or the sale of  substantially  all the assets of the Company or of
more  than  50%  of  the  then  outstanding  stock  of the  Company  to  another
corporation  or other entity,  the option  granted  hereunder  shall  terminate;
provided,  however,  that: (i) each option for which no option has been tendered
by the surviving  corporation  in accordance  with all of the terms of provision
(ii) immediately below shall, within five days before the effective date of such
dissolution or liquidation,  merger or  consolidation or sale of assets in which
the Company is not the  surviving  corporation  or sale of stock,  become  fully
exercisable;  or  (ii)  in its  sole  and  absolute  discretion,  the  surviving
corporation  may, but shall not be so obligated to,  tender to any Optionee,  an
option to purchase shares of the surviving  corporation,  and such new option or
options  shall   contain  such  terms  and   provisions  as  shall  be  required
substantially to preserve the rights and benefits of this option. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;  8.<u>  Non-Transferability.</u> The Option is not assignable
or  transferable  by the Optionee,  either  voluntarily  or by operation of law,
otherwise  than by  will or by the  laws of  descent  and  distribution,  and is
exercisable,  during the  Optionee's  lifetime,  only by the Optionee.  Upon any
attempted  transfer of this Option contrary to the provisions  hereof, the Board
of Directors may, at its discretion, terminate this option.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; 9.<u> No Stockholder Rights</u>. The Optionee or other person
entitled  to  exercise  this  option  shall  have no rights or  privileges  as a
stockholder with respect to any Shares subject hereto until the Optionee or such
person has become the holder of record of such Shares, and no adjustment (except
such  adjustment  as may be  effected  pursuant to the  provisions  of Section 4
hereof)  shall be made for  dividends or  distributions  of rights in respect of
such  Shares if the record  date is prior to the date on which the  Optionee  or
such person becomes the holder of record.</FONT></P>

Executed by the Company as of this _____ day of _______________, 2001.<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Bovie Medical Corporation<br>

&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
a Delaware corporation<br><br>


&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:___________________________<br>


&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;
Date

<PAGE>


<H2 ALIGN=CENTER><FONT SIZE=2>Alfred V. Greco PLLC<br>
A Professional Limited Liability Company<br>
666 Fifth Avenue<br>
New York, NY 10103<br>
Tel. 212/ 246 6550<br>
Fax  212/ 582 0176<br>
</font></h2>


Alfred V. Greco<br>
Attorney at Law<br>

July 12, 2001<br>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=2>Securities
&amp; Exchange Commission<br> 450 Fifth Street N.W.<br> Washington, DC 20549<br>
Attn: Section of Filings and Reports</FONT></P>

         Re:      Bovie Medical Corporation (the "Company")<br><br>
                  2001 Statutory and Non-Statutory Stock Option Plan - Form S-8<br><br>

Gentlemen:<br><br>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In connection
with the filing of the above referenced  registration statement on Form S-8, the
undersigned has been requested to render an opinion concerning  1,200,000 shares
of common stock which are the subject of said  registration  statement.  In this
connection the  undersigned has reviewed the  Company&#146;s  2001 Statutory and
Non   Statutory   Stock  Option  Plan,   the   Company&#146;s   Certificate   of
Incorporation,  its  By-Laws,  minutes  and  other  relevant  documents  of  the
corporation. </FONT></P>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=2>Based upon
the foregoing,  the  undersigned is of the opinion that (a) 1,200,000  shares of
common stock of the Company par value $.001 per share have been duly  authorized
for  issuance  pursuant  to exercise of options  under the  Company&#146;s  2001
Non-Statutory  Stock Option Plan (the  &#147;Plan&#148;)  and,  upon exercise of
options issued pursuant to the Plan, and payment of consideration therefor, such
shares,  when issued,  shall be validly  issued,  fully paid and  non-assessable
shares of the corporation. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=2>The
undersigned  consents  to the  use of his  name  and the  name  of this  firm in
connection with the filing of the above referenced  registration  statement with
the Securities &amp; Exchange Commission. </FONT></P>

Very truly yours,<br><br>



Alfred V Greco<br><br>

<PAGE>


<H2 ALIGN=CENTER><FONT SIZE=2>BLOOM &amp; CO., LLP.<BR>
50 CLINTON STREET, SUITE 502<BR>
HEMPSTEAD, NY 11550<BR>
TEL 516 486-5900<BR>
FAX 516 486-5476</font></H2>


<H1 align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>INDEPENDENT
ACCOUNTANT'S CONSENT</u></FONT></H1>

The Board of Directors<br><br>
Bovie Medical Corporation<br><br>


<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We consent to
incorporation by reference in this Registration Statement on Form S-8 pertaining
to the 2001  Statutory  and  Non-Statutory  Stock  Option Plan of Bovie  Medical
Corporation  of our report  dated March 26, 2001,  relating to the  consolidated
balance  sheets of Bovie Medical  Corporation  as of December 31, 2000,
and the related consolidated statements of operations,  stockholders equity, and
cash  flows  for each of the years  then  ended,  which  report  appears  in the
December   31,   2000   Annual   Report  on  Form   10-KSB   of  Bovie   Medical
Corporation.</FONT></P>



Bloom &amp; Co. LLP.<br>
Hempstead, New York<br>
July 9, 2001 <br>

</body>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "s83.html", "description": "2001 STATUTORY AND NON-STATUTORY STOCK", "secsgml_size_bytes": 78229}]
{"company-data": {"conformed-name": "BOVIE MEDICAL CORP", "cik": "0000719135", "assigned-sic": "2860", "irs-number": "112644611", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65190", "film-number": "1682025"}, "business-address": {"street1": "734 WALT WHITMAN ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5164215452"}, "mail-address": {"street1": "734 WALT WHITMAN ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": {"former-conformed-name": "AN CON GENETICS INC", "date-changed": "19920703"}}
Registration No. _____________________________
As filed with the Securities and Exchange Commission on July ____, 2001
SECURITIES
AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BOVIE MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware      
             
             
             
             
         No. 11-2644611
(State or other jurisdiction of incorporation or
organization)           
             
             
             
             
             
             
              
    (IRS— Employer Identification No.)
734  Walt  Whitman  Rd.,
Melville,   New  York
11747
(516) 421-5452
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
BOVIE
MEDICAL CORPORATION
2001 STATUTORY AND NON-STATUTORY STOCK OPTION PLAN
(Full title of plan)
Andrew Makrides
President
Bovie Medical Corporation
734 Walt Whitman Road
Melville, NY 11747
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Alfred V. Greco, PLLC
666 Fifth Avenue (14th Floor)
New York, NY 10103
(212) 246-6550
(Registration Statement cover page continued)
CALCULATION OF REGISTRATION FEE
--------------------- ---------------- ---------------- -------------- -------------
Title of Each         Amount to be     Proposed         Proposed       Amount of
Class of              Registered (1)   Maximum          Maximum        Registration
Securities to                          Offering         Aggregate      Fee
be Registered                          Price Per        Offering
                                       Share (1)        Price (1)
--------------------- ---------------- ---------------- -------------- -------------
--------------------- ---------------- ---------------- -------------- -------------
Common Stock,
par value
$.001 per share (2)   1,200,000        $.50             $600,000.00    $150.00
--------------------- ---------------- ---------------- -------------- -------------
(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
The shares registered pursuant to this Registration Statement are available for
grant as of the date of this Registration Statement under the registrant's
2001 Statutory and Non-Statutory Stock Option Plan and available for issuance
pursuant to certain stock options the forms of which are attached as exhibits to
this Registration Statement.
(3)
Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate price at which securities covered by
this registration statement are proposed to be offered.
PART I.    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1:
Plan Information.
The
information required by Part I is included in documents to be sent or given to
the participants.
ITEM 2:
Registration Information and Employee Plan Annual Information.
Upon written or oral request, Bovie Medical Corporation, a Delaware corporation (the "Registrant") will provide, without
charge, a copy of all documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are incorporated
by reference in the Section 10(a) Prospectus, and all other documents required to be delivered to employees pursuant to Rule 428(b)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"). All requests should be made to Bovie Medical
Corporation att: Andrew Makrides, President, Melville, NY 11747, tel no. (516) 421-5452
PART II:           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3:
Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:
(a)
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 2000.
(b)
Quarterly Report on Form 10-QSB for the Quarterly Period ended March 31, 2001.
(c)
The description of the Common Stock which is contained in the registration
statements filed under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
All
documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates
that all shares offered hereby have been sold or which deregisters all shares
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
ITEM 4:
Description of Securities.
N/A
ITEM 5:
Interests of Named Experts and Counsel.
N/A
ITEM 6.
Indemnification of Directors and Officers.
The
Registrant's Certificate of Incorporation generally provides for the maximum
indemnification of the corporation's officers and directors as permitted by
law in the State of Delaware. Delaware law empowers a corporation to indemnify
any person who was or is a party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except in the case of an action by or
in the right of the corporation, by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or proceeding if
the person indemnified acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceedings, had no reasonable cause to,
believe his or her conduct was unlawful.
The corporation   may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation or other enterprise,  against expenses,
including amounts paid in settlement and attorney's fees actually and reasonably
incurred  by him or her in  connection  with the  defense or  settlement  of the
action or suit if he or she acted in good faith and in a manner  which he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.  Indemnification  may not be made for any claim, issue or matter as
to which such a person has been  adjudged by a court of competent  jurisdiction,
after  exhaustion of all appeals  therefrom,  to be liable to the corporation or
for amounts paid in settlement to the corporation  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.
To  the  extent  that a
director, officer, employee or agent of the corporation has been successful on the
merits or otherwise  in defense of any action,  suit or  proceeding  referred to
above, or in defense of any claim,  issue or matter  therein,  he or she must be
indemnified by the corporation  against  expenses,  including  attorney's  fees,
actually and  reasonably  incurred by him in  connection  with the defense.  Any
indemnification  under  this  section,  unless  ordered  by a court or  advanced
pursuant to this section,  must be made by the corporation only as authorized in
the specific case upon a  determination  that  indemnification  of the director,
officer,  employee or agent is proper in the  circumstances.  The  determination
must be made: (a) by the stockholders; (b) by the board of directors by majority
vote,  of a quorum  consisting  of directors who were not parties to the action,
suit or proceeding;  (C) if a majority vote of a quorum  consisting of directors
who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion;  or (d) if a quorum  consisting of directors
who were not parties to the action,  suit or proceeding  cannot be obtained,  by
independent legal counsel in a written opinion.
The     certificate    of
incorporation,  the bylaws or an agreement made by the  corporation  may provide
that the  expenses of officers  and  directors  incurred in defending a civil or
criminal action,  suit or proceeding must be paid by the corporation as they are
incurred  and in  advance  of the  final  disposition  of the  action,  suit  or
proceeding  upon  receipt of an  undertaking  by or on behalf of the director or
officer  to  repay  the  amount  if it is  ultimately  determined  by a court of
competent  jurisdiction  that he or she is not entitled to be indemnified by the
corporation.  The  provisions  of this  section  do not  affect  any  rights  to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.
The  indemnification  and
advancement  of expenses  authorized  in or ordered by a court  pursuant to this
section:  (a)  does not  exclude  any  other  rights  to which a person  seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors or otherwise,  for either an action in his or her official capacity or
an action in another  capacity  while  holding  his or her  office,  except that
indemnification,  unless  ordered by a court pursuant to this section or for the
advancement of any director or officer if a final adjudication  establishes that
his or her acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action;  and (b) continues
for a person who has ceased to be a  director,  officer,  employee  or agent and
inures to the  benefit  of the heirs,  executors  and  administrators  of such a
person.
ITEM 7:
Not Applicable
ITEM 8:
Exhibits.
4.1       2001 Statutory and Non-Statutory Stock Option Plan.
4.2       Form of Stock Option
5.1       Opinion of Alfred V. Greco, PLLC
23.1      Consent of Alfred V. Greco, PLLC (consent included in Exhibit 5.1).
23.2      Consent of Bloom & Company
ITEM 9:
Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i)    To   include   any
prospectus required by Section 10(a) (3) of the Securities Act;
(ii)  To  reflect  in the
prospectus  any facts or events  which,  individually  or together,  represent a
fundamental change in the information in the Registration Statement;
(iii)   To  include   any
additional  or  changed  material  information  on  the  plan  of  distribution;
provided, however, that paragraphs
(1)(i)
and (1)(ii) above do not apply if the  Registration  Statement is on Form S-3 or
Form S-8,  and the  information  required  to be  included  in a  post-effective
amendment by those paragraphs is incorporated by reference from periodic reports
filed   by   the   Registrant    under   the   Exchange    Act.
(2)
That, for  determining  liability  under the Securities  Act, to treat each such
post-effective  amendment  as a new  registration  statement  of the  securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.
(3)  To
remove  from  registration  by means of a  post-effective  amendment  any of the
securities   being   registered   that   remain   unsold   at  the  end  of  the
offering.
Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  the  Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action,  suit or proceeding)
is asserted by such director,  officers or controlling person in connection with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, the Registrant certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this Registration  Statement to be signed
on its behalf by the undersigned,  thereunto duly authorized, in the city of New
York, New York, on this 12th day of July, 2001.
Bovie Medical Corporation
By
/S/Andrew Makrides
Andrew Makrides, Principal Executive Officer
Pursuant to
the requirements of the Securities Act of 1933, this Registration  statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.
Signature                     Capacity in Which Signed              Date

S/
Andrew Makrides
President, Director,
Andrew Makrides               Principal Executive Officer           July 12, 2001

S/
J. Robert Saron
J. Robert Saron               Director                              July 12, 2001

S/
Nancy Keller
Chief Financial Officer               July 12, 2001
                              (Chief Financial Officer
Nancy Keller                  and Principal Accounting
                              Officer)

S/
George Kromer
George Kromer                 Director                              July 12, 2001

S/
Alfred V. Greco
Alfred V Greco                Director                              July 12, 2001
EXHIBIT INDEX
                                                                         Sequentially
Document
Description of Document
Numbered Page
4.1               2001 Statutory and Non-Statutory Stock Option Plan             7
4.2               Form of Stock Option                                          17
5.1               Opinion of Alfred V. Greco, PLLC                              19
23.1              Consent of Alfred V. Greco, PLLC                              19
                  (contained in opinion)
23.2              Consent of Bloom & Company                                20
Bovie Medical Corporation
2001 Statutory and Non-Statutory Stock Option Plan
SECTION 1
PURPOSES
Bovie Medical Corporation  (the  "Company")  desires to afford  certain of its key
employees,  officers,  directors and  consultants  who are  responsible  for the
continued growth of the Company an opportunity to acquire a proprietary interest
in the  Company,  and thus to create in such  individuals  an  increase  in and
greater concern for the welfare of the Company and its subsidiary.
The  Company, by means of
this 2001 Statutory and Non-Statutory Stock Option Plan (the  "Plan"),
seeks to retain the services of persons now holding key  positions and to secure
the services of persons capable of filling such positions.
The stock options offered
pursuant to the Plan are a matter of separate  inducement and are not in lieu of
any  salary  or other  compensation  for the  services  of any key  employee  or
consultant.
The
stock options granted under the Plan are intended to be either incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or options that do not meet the requirements for incentive stock
options.
SECTION 2
DEFINITIONS
.
As used in the Plan, the following terms shall have the meanings set forth below:
(a)
"Affiliate" shall mean (i) any entity that,  directly or indirectly  through one
or more  intermediaries,  is  controlled  by the  Company and (ii) any entity in
which the Company has a significant equity interest.
(b) "Code"
shall mean the Internal  Revenue Code of 1986, as amended from time to time, and
any regulations promulgated thereunder.
(c)
"Committee"  shall mean the Board of  Directors,  or a committee of the Board of
Directors of the Company  designated  by resolution of the Board of Directors to
administer   the  Plan,   which   shall   consist  of  not  less  than  two  (2)
"Non-Employee   Directors,"   as  such   term  is   defined   in  Rule
16b-3(b)(3)(i)  promulgated  under  the  Securities  Exchange  Act of  1934,  as
amended,  each having the  requisite  qualifications  thereunder  to satisfy the
requirements of Rule 16b-3.
(d) "Company
shall mean BOVIE MEDICAL CORPORATION", a Delaware corporation.
(e) "Eligible
Person" shall mean any employee, officer or consultant providing services to the
Company or any Affiliate who the Committee  determines to be an Eligible Person.
A director  of the  Company  who is not also an  employee  of the  Company or an
Affiliate shall not be an Eligible Person.
(f) "Fair
Market Value" shall mean the closing "bid" price of the Company's  Shares on the
date in  question as quoted on the  Electronic  Bulletin  Board of the  National
Association of Securities  Dealers or its Automated  Quotation System ("NASDAQ")
or on any successor  national  stock  exchange on which the Common Stock is then
traded,  provided,  however,  that if on the date in question there is no public
market for the  Company's  Shares and they are neither  quoted on  "NASDAQ"  nor
traded on a national securities exchange,  then the Committee shall, in its sole
discretion and best judgment, determine the Fair Market Value.
(g)
"Incentive  Stock  Option"  shall mean an option  granted under the Plan that is
intended to meet the  requirements  of Section 422 of the Code or any  successor
provision.
(h)
"Non-Qualified Stock Option" shall mean an option granted under the Plan that is
not intended to be an Incentive Stock Option.
(i) "Option"
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
(j) "Option
Agreement" shall mean any written agreement, contract or document evidencing any
Option granted under the Plan.
(k)
"Participant"  shall mean an Eligible Person  designated to be granted an Option
under the Plan.
(l) "Person"
shall  mean  any  individual,  corporation,  partnership,  association,  limited
liability company, association or trust.
(m) "Plan"
shall mean this 1996 Employee and Consultant  Stock Option Plan, as amended from
time to time.
(n) "Rule
16b-3"  shall  mean  Rule  16b-3  promulgated  by the  Securities  and  Exchange
Commission  under  the  Securities  Exchange  Act of 1934,  as  amended,  or any
successor rule or regulation.
(o) "Shares"
shall mean shares of Common Stock, $.001 par value, of the Company.
SECTION 3
ADMINISTRATION
.
(a)
Power
and Authority of the  Committee.
The Plan shall be administered by the Board
of Directors,  or, pursuant to resolution of the Board of Directors, a committee
consisting of at least two non-employee directors, (the "Committee"). Subject to
the express  provisions of the Plan and to applicable  law, the Committee  shall
have full power and authority to: (i) designate Participants; (ii) determine the
types of Options (e.g.,  whether Incentive Stock Options or Non-Qualified  Stock
Options) to be granted to each  Participant  under the Plan; (iii) determine the
number of Shares to be  covered by each  Option;  (iv)  determine  the terms and
conditions of any Option  Agreement;  (v) amend the terms and  conditions of any
Option   Agreement  and  accelerate  the   exercisability   of  Options  covered
thereunder;  (vi) determine whether, to what extent and under what circumstances
Options  may be  exercised  in cash,  Shares  or other  property,  or  canceled,
forfeited or suspended;  (vii) determine whether,  to what extent and under what
circumstances  Options shall be deferred either automatically or at the election
of the holder thereof or the Committee; (viii) interpret and administer the Plan
and any instrument or Option Agreement  relating to, or Option granted under the
Plan;  (ix)  establish,  amend,  suspend or waive such rules and regulations and
appoint such agents as it shall deem  appropriate for the proper  administration
of the Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the  administration  of the Plan.
Unless   otherwise   expressly   provided   in  the  Plan,   all   designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Option shall be within the sole discretion of the Committee,  may be
made  at  any  time  and  shall  be  final,  conclusive  and  binding  upon  any
Participant,  any holder or beneficiary of any Option granted under the Plan and
any employee of the Company or any Affiliate.
SECTION 4
AVAILABLE SHARES SUBJECT TO OPTION
.
(a) Shares
Available.  The total number of Shares for which Options may be granted pursuant
to the Plan  shall be  1,200,000  Shares of the Common  Stock in the  aggregate,
subject to adjustment as provided in Section 4(c).
If any  Shares  covered  by an  Option  or to which an  Option  relates  are not
purchased or are forfeited,  or if an Option otherwise expires,  then the number
of Shares counted  against the aggregate  number of Shares  available  under the
Plan with  respect  to such  Option,  to the  extent of any such  forfeiture  or
termination, shall again be available for Options under the Plan.
(b)
Accounting for Shares Covered by an Option.  For purposes of this Section 4, the
number of Shares  covered by an Option  shall be counted on the date of grant of
such Option  against  the  aggregate  number of Shares  available  for  granting
Options under the Plan.
(c)
Adjustments.  In the event that the Committee  shall determine that any dividend
or other distribution  (whether in the form of cash, Shares, other securities or
other   property),   recapitalization,   stock  split,   reverse   stock  split,
reorganization,   merger,   consolidation,   split-up,  spin-off,   combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase  Shares or other  securities of the Company
or other similar rights to purchase Shares or other securities of the Company or
other similar  corporation  transaction  or event affects the Shares  subject to
Option  grants  under the Plan  such that an  adjustment  is  determined  by the
Committee to be appropriate  in order to prevent  dilution or enlargement of the
benefits or potential  benefits  intended to be made  available  under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of(i) the  number of Shares  which may  thereafter  be made the  subject  of
Options;  (ii) the number of Shares subject to outstanding Option awards;  (iii)
the purchase or exercise  price with respect to any Option,  provided,  however,
that the number of Shares  covered by an Option or to which such Option  relates
shall always be a whole number.
(d) Incentive
Stock Options. Notwithstanding the foregoing, the number of Shares available for
granting  Incentive  Stock  Options  under the Plan shall not exceed  1,200,000,
subject to adjustment as provided in the Plan and Section 422 or 424 of the Code
or any successor provisions.
SECTION 5
ELIGIBILITY
Any Eligible
Person shall be eligible to be designated a Participant.  In  determining  which
Eligible  Persons  shall  receive  an Option  and the terms of any  Option,  the
Committee  may take into  account  the nature of the  services  rendered  by the
respective  Eligible Persons,  their present and potential  contributions to the
success  of  the  Company  or  such  other  factors  as  the  Committee,  in its
discretion,  shall deem relevant.  Notwithstanding  the foregoing,  an Incentive
Stock Option may only be granted to fall or part-time  employees  (which term as
used herein includes,  without  limitation,  officers and directors who are also
employees) and an Incentive  Stock Option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a "subsidiary  corporation"
of the Company within the meaning of Section 424(f) of the Code or any successor
provision.
SECTION 6
OPTION AWARDS
.
The
Committee  is  hereby  authorized  to grant  Options  to  Participants  with the
following terms and conditions and with such additional terms and conditions not
inconsistent  with the provisions of the Plan as the Committee shall  determine:
(i)
Exercise
Price
.  The  purchase  price per  Share  purchasable  under an  Option  shall be
determined by the Committee,  provided,  however, that such purchase price shall
not be less than 100% of the Fair  Market  Value of a Share on the date of grant
of such  Option,  provided  further,  however,  that in the case of an Incentive
Stock Option  granted to a Participant  who, at the time such Option is granted,
owns Shares of the  Company or shares of any  subsidiary  corporation  or parent
corporation  of the Company which  possesses  more than ten percent (10%) of the
total  combined  voting  power of all classes of shares of the Company or of any
subsidiary  corporation  or parent  corporation of the Company  (hereinafter,  a
"10%  Shareholder"),  the purchase  price for each Share shall be such
amount as the Committee in its best judgment shall determine to be not less than
one hundred ten  percent  (110%) of the Fair Market  Value per Share at the date
the  Incentive  Stock Option is granted.  In  determining  stock  ownership of a
Participant  for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied,  and the  Committee may rely on  representations  of fact
made to it by Participant and believed by it to be true.
(ii)
Option
Term
. The term of each Option shall be fixed by the Committee which in any event
shall not exceed a term  (10) years from the date of the grant,  provided,
however,  that  the  term  of any  Incentive  Stock  Option  granted  to any 10%
Shareholder shall not be exercisable after the expiration of five (5) years from
the date such Incentive Stock option was granted.
(iii)
Maximum  Grant of  Incentive  Stock  Options
.  The  aggregate  Fair Market Value
(determined on the date the Incentive Stock Option is granted) of Shares subject
to an Incentive Stock Option (when first  exercisable)  granted to a Participant
by the Committee in any calendar year shall not exceed $100,000.
(iv)
Time
and Method of Exercise
.  Subject to the  provisions  of the Plan,  the Committee
shall  determine  the time or times at which an Option may be exercised in whole
or in part and the method or methods by which, and the form or forms (including,
without  limitation,  cash, Shares,  promissory notes,  other securities,  other
property,  cancellation  of credit or amounts due optionee from Company,  or any
combination  thereof,  having a Fair Market Value on the exercise date equal to
the  relevant  exercise  price) in which,  payment  of the  exercise  price with
respect thereto may be made or deemed to have been made.
(v)
Vesting
of Options
.  Options  granted to participants  shall either vest  immediately on
grant or shall vest over time as follows:
(a) As to
Participants  that have served the Company for a period of less than five years,
options  granted  under the Plan shall vest at the rate of 20%  thereof for each
year served and 20% per year for each additional  year thereafter  until a total
of five  years has been  served by the  Participant.  At that  time,  the Option
granted to the Participant shall be deemed fully vested.
(b) As to
Participants  that have been  employed  or  otherwise  served the  Company for a
period of five  consecutive  years or more at the time of the grant of an Option
under the Plan,  such  Option  shall be  deemed  fully  vested at time of grant.
(c) All Options under the
Plan shall be required to be vested prior to exercise  and if the entire  option
is not fully  vested at the time of  exercise,  only that  portion of the option
that is vested shall be exercisable  e.g. a participant who has been an employee
(as  defined)  with the  Company  for three  years is  granted an option for one
thousand  shares and wishes to  immediately  exercise it. Under the terms of the
Plan, six hundred shares may be exercised  immediately  (because the shares vest
immediately  due to his three years of service) and as to the other four hundred
shares,  options to exercise two hundred  shares  shall vest and be  exercisable
during the fourth  year of service  with the Company and options for the balance
of 200  shares  shall  vest and be  exercisable  during  the fifth year that the
participant  has served with the Company.  After the fifth year of service,  any
other  options  received  by that  Participant  shall vest  immediately  because
participant  will  have  served  the  Company  for  five  years  at  that  time.
(vi)
Limits     on
Transfer  of  Options
.  No Option  shall be  transferable  by a  Participant
otherwise  than by will or by the laws of descent  and  distribution;  provided,
however,  that,  if so determined by the  Committee,  a Participant  may, in the
manner established by the Committee, designate a beneficiary or beneficiaries to
exercise the rights of the  Participant  and receive any Shares  purchased  with
respect to any Option upon the death of the  Participant.  Each Option  shall be
exercisable  during the  Participant's  lifetime only by the  Participant or, if
permissible  under  applicable  law,  by the  Participant's  guardian  or  legal
representative.  No Option or Shares  underlying  any Option  shall be  pledged,
alienated,   attached  or  otherwise  encumbered,   and  any  purported  pledge,
alienation,  attachment or encumbrance  thereof shall be void and  unenforceable
against the Company or any Affiliate.
(vii)Restrictions
:  Securities  Exchange  Listing.  All  certificates for
Shares delivered upon the exercise of Options under the Plan shall be subject to
such stop  transfer  orders and other  restrictions  as the  Committee  may deem
advisable under the Plan or the rules, regulations and other requirements of the
Securities  and  Exchange   Commission  and  any  applicable  federal  or  state
securities laws, and the Committee may cause a legend or legends to be placed on
such  certificates to make appropriate  reference to such  restrictions.  If the
Shares or other  securities are traded on a national  securities  exchange,  the
Company shall not be required to deliver any Shares  covered by an Option unless
and until  such  Shares  have  been  admitted  for  trading  on such  securities
exchange.
(viii)
Termination of Employment
.
(A) Upon
termination  of the  employment  or  consultancy,  as the  case  may be,  of any
Participant,  an Option previously granted to the Participant,  unless otherwise
specified by the Committee in the Option,  shall,  to the extent not theretofore
exercised, terminate and become null and void, provided that:
(a)  If  the  Participant
shall  die  while  in the  employ  of the  Company  or  during  a  period  after
termination  of  employment  as specified in clause (b) below and at a time when
such  Participant  was  entitled to exercise an Option as herein  provided,  the
legal  representative  of such  Participant,  or such Person who  acquired  such
Option by bequest or inheritance  or by reason of the death of the  Participant,
may, not later than one (1) year from the date of death, exercise any non-vested
Option  which was not  theretofore  exercise  in  respect  of any or all of such
number of Shares as specified by the Committee in such Option; and
(b)With
respect to Participants who are employees,  if the employment of any employee to
whom such  Option  shall  have been  granted  shall  terminate  by reason of the
Employee's  retirement  (at such age or upon  such  conditions  as shall be
specified  by the Board of  Directors),  disability  (as  described  in  Section
22(e)(3)  of the Code) or  dismissal  by the  employer  other than for cause (as
defined below), and while such employee  Participants  entitled to exercise such
option as herein  provided,  such employee  Participant  shall have the right to
exercise  any  non-vested  Option  held  by him  (or  her),  to the  extent  not
theretofore  exercised,  in  respect  of any or all of such  number of Shares as
specified by the  Committee in such Option,  at any time up to and including
twelve (12) months  after the date of such  termination  of  employment.  In the
event death occurs during the 12 month period after  termination  for any reason
other  than for  cause,  the time for  such  optionee's  representative  to
exercise  such  option  shall  extend  to one (1) year from date of death of the
optionee.
(B) If a
Participant voluntarily terminates his or her employment or consultancy,  as the
case may be, any non-vested  Option granted  hereunder  shall,  unless otherwise
specified by the Committee in the Option,  forthwith  terminate  with respect to
any unexercised portion thereof.
(C) If a
Participant  is  terminated  for cause as  hereinafter  defined,  all vested and
non-vested options shall terminate immediately unless otherwise specified by the
committee in the Option or at time of termination.
(D) If an
Option granted  hereunder  shall be exercised by the legal  representative  of a
deceased or disabled Participant,  or by a person who acquired an Option granted
hereunder  by bequest or  inheritance  or by reason of death of any such person,
written  notice of such exercise  shall be  accompanied  by a certified  copy of
letters   testamentary   or  equivalent   proof  of  the  right  of  such  legal
representative or other person to exercise such Option.
(E) For all
purposes of the Plan,  the term "for cause"  shall mean,  (i) with  respect to a
Participant who is a party to a written employment or consultancy agreement with
the Company,  as the case may be, which  contains a definition of "for cause" or
"cause" (or words of like import) for purposes of  termination  of employment or
consultancy  thereunder  by the Company,  "for cause" or "cause" as defined in
the most recent of such agreements, or (ii) in all other cases, as determined by
the  Committee,  in its sole  discretion,  that one or more of the following has
occurred:  (W) any failure by a Participant to substantially  perform his or her
employment or consultancy  duties, as the case may be, which shall not have been
corrected  within thirty (30) days  following  written notice  thereof,  (X) any
engaging  by such  Participant  in  misconduct  or,  in the  case of an  officer
Participant,  any failure or refusal by such officer  Participant  to follow the
directions of the Company's Board of Directors or Chief Executive Officer of the
Company which, in either case, is injurious to the Company or any Affiliate, (Y)
any breach by a Participant of any covenant contained in the instrument pursuant
to which an Option is granted, or (Z) such Participant's  conviction of or entry
of a plea of nolo contendere in respect of any felony, or of a misdemeanor which
results in or is  reasonably  expected  to result in  economic  or  reputational
injury to the Company or any of its Affiliates.
SECTION 7
AMENDMENT AND TERMINATION: ADJUSTMENTS
.
Except to
the extent prohibited by applicable law and unless otherwise  expressly provided
in an Option Agreement or in the Plan:
(a)
Amendments to the Plan
. The Board of Directors of the Company may amend,  alter,
suspend,   discontinue  or  terminate  the  Plan;   provided,   however,   that,
notwithstanding any other provision of the Plan or any Option Agreement, without
the approval of the stockholders of the Company, no such amendment,  alteration,
suspension,  discontinuation  or  termination  shall be made that,  absent  such
approval:
(i) would
cause Rule 16b-3 to become unavailable with respect to the Plan;
(ii) would
violate the rules or  regulations of any national  securities  exchange on which
the Shares of the Company are traded or the rules or regulations of the National
Association  of Securities  Dealers,  Inc.  that are  applicable to the Company;
or
(iii) would
cause the Company to be unable, under the Code, to grant Incentive Stock Options
under the Plan.
(b)
Amendments  to Option  Grants
.  The  Committee  may waive any  conditions or
rights of the Company  under any  outstanding  Option  grant,  prospectively  or
retroactively.  The  Committee may not amend,  alter,  suspend,  discontinue  or
terminate any outstanding Option grant, prospectively or retroactively,  without
the  consent of the  Participant  or holder or  beneficiary  thereof,  except as
otherwise herein provided.
(c)
Correction of Defects, Omissions and Inconsistencies
. The Committees may correct
any defect,  supply any omission or reconcile any  inconsistency  in the Plan or
any Option in the manner and to the extent it shall deem  desirable to carry the
Plan into effect.
SECTION 8
INCOME TAX WITHHOLDING: TAX BONUSES
.
(a)
Withholding
.  In order to comply with all applicable federal or state income tax
laws or regulations, the Company may take such action as it deems appropriate to
ensure that all  applicable  federal or state  payroll,  withholding,  income or
other taxes,  which are the sole and absolute  responsibility  of a Participant,
are  withheld  or  collected  from  such  Participant.  In  order  to  assist  a
Participant  ii!  paying all or a portion of the  federal  and state taxes to be
withheld  or  collected  upon  exercise  of any Option,  the  Committee,  in its
discretion and subject to such additional  terms and conditions as it may adopt,
may permit the  Participant  to satisfy such tax  obligation  by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise  of any Option  with a Fair  Market  Value  equal to the amount of such
taxes or (ii)  delivering to the Company  Shares other than the Shares  issuable
upon  exercise of the  applicable  Option with a Fair Market  Value equal to the
amount of such taxes.  The election,  if any, must be made on or before the date
that the amount of tax to be withheld is determined.
(b)
Tax
Bonuses
. The Committee, in its discretion, shall have the authority, at the time
of grant of any  Option  under this Plan or at any time  thereafter,  to approve
cash bonuses to designated  Participants to be paid upon their exercise in order
to  provide  funds to pay all or a portion  of  federal  and sate taxes due as a
result  of such  exercise.  The  Committee  shall  have  lull  authority  in its
discretion to determine the amount of any such tax bonus.
SECTION 9
GENERAL PROVISIONS
.
(a)
No
Rights to Option Grants
.  No Eligible Person,  Participant or other Person shall
have  any  claim to be  granted  an  Option  under  the  Plan,  and  there is no
obligation  for  uniformity of treatment of Eligible  Persons,  Participants  or
holders  or  beneficiaries  of  Options  granted  under the Plan.  The terms and
conditions  of Options need not be the same with respect to any  Participant  or
with respect to different Participants.
(b)
Option
Agreements
.  No  Participant  will have rights  under an Option  granted to such
Participant  unless and until an Option  Agreement shall have been duly executed
on behalf of the Company.  Each Option  Agreement  shall set forth the terms and
conditions of any Option granted to a Participant consistent with the provisions
of this Plan.
(c)
No Limit
on Other Compensation Arrangements
.  Nothing contained in the Plan shall prevent
the Company or any  Affiliate  from  adopting or  continuing  in effect other or
additional  compensation  arrangements,  and  such  arrangements  may be  either
generally applicable or applicable only in specific cases.
(d)
No Right
to  Employment
.  The  grant of an  Option  shall  not be  construed  as giving a
Participant  the  right to be  retained  in the  employ  of the  Company  or any
Affiliate, nor will it affect in anyway the right of the Company or an Affiliate
to terminate such  employment at any time,  with or without cause.  In addition,
the  Company  or an  Affiliate  may at  any  time  dismiss  a  Participant  from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Option Agreement.
(e)
Governing Law
. The validity,  construction  and effect of the Plan or any Option
granted  hereunder,  and any rules and  regulations  relating to the Plan or any
Option granted hereunder, shall be determined in accordance with the laws of the
State of Delaware except to the extent preempted by Federal law.
(1)
Severability
.  If any  provision  of the Plan or any  Option is or becomes or is
deemed to be invalid,  illegal or  unenforceable  in any  jurisdiction  or would
disqualify  the  Plan or any  Option  under  any law  deemed  applicable  by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Option, such provision shall be stricken as to such jurisdiction
or Option,  and the  remainder  of the Plan or any Option  shall  remain in full
force and effect.
(g)
Section
Headings
.  The section headings  included herein are only for  convenience,  and
they shall have no effect on the interpretation of the Plan.
SECTION 10
EFFECTIVE DATE OF THE PLAN
.
The Plan
shall be effective on April 24, 2001 (the "Plan  Effective  Date"),
subject  to  approval  by the  Company's  stockholders  within one (1) year
thereafter.
SECTION 11
TERM OF THE PLAN
.
Unless the
Plan shall have been discontinued or terminated as provided in Section 7(a), the
Plan shall  terminate on April 23, 2011.  No Option shall be granted after the
termination of the Plan.  However,  unless otherwise  expressly  provided in the
Plan or in an applicable Option Agreement,  any Option  theretofore  granted may
extend beyond the  termination  of the Plan,  and the authority of the Committee
provided for hereunder with respect to the Plan and any Option  grants,  and the
authority  of the Board of  Directors  of the  Company to amend the Plan,  shall
extend beyond the termination of the Plan.
IN WITNESS
WHEREOF, this Plan has been executed at St. Petersburg, Florida on this 24th day
of April, 2001.
BOVIE MEDICAL CORPORATION
By
/s/Andrew Makrides
Andrew Makrides, President and Chief Executive Officer
Bovie Medical Corporation
a Delaware corporation
FORM OF STOCK OPTION
Name of Optionee             
                  
                        
                
                
                
                
                
                
                
Date Option Granted
Address
                  
                        
                
                
                
                
                
                
                
                
             No. ________
This option
("Option") is made as of the date set forth above by Bovie Medical  Corporation,
a Delaware corporation (hereinafter the "Company"), and the Optionee named above
(hereinafter  "Optionee").  The option granted hereby is granted pursuant to the
Bovie Medical  Corporation  2001 Statutory and  Non-Statutory  Stock Option Plan
dated April 24, 2001 (the "Plan").
1.
Grant  of  Option
.  Pursuant  to and  subject to the
terms and  conditions of the Plan,  the Company grants to the Optionee the right
and  option  (the  "Option")  to  purchase  at $.__ per  share on the  terms and
conditions   hereinafter   set   forth   all  or  any   part  of  an   aggregate
of________shares  (the "Shares") of the currently authorized and unissued Common
Stock,  par value $.OO1 per share.  Subject to the terms of the Plan, the Option
shall be exercisable, in whole or in part, during the period commencing with the
date on which it is granted and ending on ________ , 20___.
Nothing  contained  herein  shall  be  construed  to  limit or
restrict the right of the Company or a parent or subsidiary  corporation  of the
Company to terminate the Optionee's services for the Company.
2.
Vesting  of  Option
.  The option granted hereby shall
vest at the rate of 20% of the  amount of the grant for each year of  employment
up to a total of five years at which time the option becomes fully vested.  Each
Optionee  is able to apply  his  (her)  prior  years of  employment  in order to
achieve  immediate  vesting of a portion or all of the options  granted  hereby,
depending upon the total years of prior employment.  Accordingly, if an Optionee
has been  employed by the  Company for three years at the time he (she)  receive
this  option,  then a total of 60% of this option is deemed  fully vested to the
extent of 60% of such option.  For each additional year employed,  an additional
20% of the  option  granted  hereby  shall  vest  until  a total  of 5 years  of
employment  (including  employment  prior to the grant of this option) will have
occurred. At that time, the option will be deemed fully vested.
3.
Exercisability of Option
. All options granted under
the plan shall be exercisable  during the term of the option provided the option
is fully  vested or the  Optionee  is  employed  by the  Company  at the time of
exercise.  In the event the  option is not fully  vested or the  Optionee  is no
longer an employee of the Company at the time of exercise,  then the  provisions
of paragraph 5 shall apply.
4.
Method  of  Exercise
.  The Option may be  exercised
pursuant  thereto by written notice to the Company  stating the number of shares
with respect to which the option is being  exercised,  together  with payment in
full, (a) in cash or certified check; (b) or  acknowledgement of cancellation of
the  Company's  indebtedness to the Optionee for services or otherwise;  or
(c) any  combination of the  foregoing.  If requested by the Board of Directors,
prior to the  delivery of any Shares,  the  Optionee  shall  supply the Board of
Directors  with a  representation  that the Shares are not being acquired with a
view to unlawful  distribution and will be sold or otherwise disposed of only in
accordance with applicable  federal and state statutes,  rules and  regulations.
As  soon  after  the  notice of  exercise  as the  Company  is
reasonably able to comply, the Company shall, without payment of any transfer or
issue tax by the Optionee,  deliver to the Optionee or any such other person, at
the main  office  of the  company  or such  other  place  as  shall be  mutually
acceptable,  a certificate or  certificates  for the Shares being purchased upon
exercise of the Option.  Notwithstanding  the foregoing,  the Company shall have
the right to postpone  the time of delivery of the Shares for such period as may
be required  for it with  reasonable  diligence  to comply  with any  applicable
listing  requirements of any national securities exchange or any federal,  state
or local  law.  The  Optionee  may  exercise  the Option for less than the total
number of  Shares  for which the  Option is then  exercisable,  provided  that a
partial  exercise  may not be for fewer than 100  Shares,  unless the  remaining
shares  exercisable under the Option is for less than 100 Shares. The Option may
be exercisable for whole Shares only.
5.
Termination  of Option.
The Option shall terminate and
expire immediately as to the total number of remaining unexercised option shares
at  the  expiration  date  of  the  option.   In  addition,   the  option  shall
automatically terminate upon the earlier of the following:
(i)Immediately  upon
termination  of the  Optionee's  employment  with the Company for cause (as
defined  under  the  Plan)  regardless  of  whether  the  option  is  vested  or
non-vested;
(ii) If the option is not
vested,  at the  expiration  of twelve (12) months after of  termination  of the
Optionee's  employment by the Company for any other reason, as such term is
defined  under  the  Plan;  provided,  that if the  Optionee  dies  within  such
twelve-month period, subclause (iii) below shall apply; or
(iii) At the expiration of
twelve (12) months after the date of death of the Optionee, if the Option is not
vested.
(iv) On the effective date
of voluntary  termination  with the Company by the  Participant if the Option is
not vested.
(v) Except for termination
for cause,  all vested  options,  as defined in the Plan,  shall expire upon the
expiration date set forth in Paragraph 1 hereof.
6.
Adjustments.
If   there  is  any   change   in  the
capitalization  of the  Company  affecting  in any  manner the number or kind of
outstanding  shares of Common Stock of the Company,  whether by stock  dividend,
stock split,  reclassification or recapitalization of such stock, or because the
Company  has merged or  consolidated  with one or more other  corporations  (and
provided  the Option does not thereby  terminate  pursuant to Section 5 hereof),
then the number and kind of shares  then  subject to the Option and the price to
be paid therefor shall be appropriately adjusted by the Board of Directors;
provided,  however
, that in no event shall any such adjustment result in the
Company's  being  required  to sell or issue  any  fractional  shares.  Any such
adjustment  shall  be  made  without  change  in the  aggregate  purchase  price
applicable to the  unexercised  portion of the option,  but with an  appropriate
adjustment to the price of each Share or other unit of security  covered by this
Option.
7.
Cessation of Corporate Existence
. Notwithstanding any
other  provision of this Option,  upon the  dissolution  or  liquidation  of the
Company, the reorganization,  merger or consolidation of the Company with one or
more  corporations  as a  result  of  which  the  Company  is not the  surviving
corporation,  or the sale of  substantially  all the assets of the Company or of
more  than  50%  of  the  then  outstanding  stock  of the  Company  to  another
corporation  or other entity,  the option  granted  hereunder  shall  terminate;
provided,  however,  that: (i) each option for which no option has been tendered
by the surviving  corporation  in accordance  with all of the terms of provision
(ii) immediately below shall, within five days before the effective date of such
dissolution or liquidation,  merger or  consolidation or sale of assets in which
the Company is not the  surviving  corporation  or sale of stock,  become  fully
exercisable;  or  (ii)  in its  sole  and  absolute  discretion,  the  surviving
corporation  may, but shall not be so obligated to,  tender to any Optionee,  an
option to purchase shares of the surviving  corporation,  and such new option or
options  shall   contain  such  terms  and   provisions  as  shall  be  required
substantially to preserve the rights and benefits of this option.
8.
Non-Transferability.
The Option is not assignable
or  transferable  by the Optionee,  either  voluntarily  or by operation of law,
otherwise  than by  will or by the  laws of  descent  and  distribution,  and is
exercisable,  during the  Optionee's  lifetime,  only by the Optionee.  Upon any
attempted  transfer of this Option contrary to the provisions  hereof, the Board
of Directors may, at its discretion, terminate this option.
9.
No Stockholder Rights
. The Optionee or other person
entitled  to  exercise  this  option  shall  have no rights or  privileges  as a
stockholder with respect to any Shares subject hereto until the Optionee or such
person has become the holder of record of such Shares, and no adjustment (except
such  adjustment  as may be  effected  pursuant to the  provisions  of Section 4
hereof)  shall be made for  dividends or  distributions  of rights in respect of
such  Shares if the record  date is prior to the date on which the  Optionee  or
such person becomes the holder of record.
Executed by the Company as of this _____ day of _______________, 2001.
Bovie Medical Corporation
a Delaware corporation
By:___________________________
Date
Alfred V. Greco PLLC
A Professional Limited Liability Company
666 Fifth Avenue
New York, NY 10103
Tel. 212/ 246 6550
Fax  212/ 582 0176
Alfred V. Greco
Attorney at Law
July 12, 2001
Securities
& Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Attn: Section of Filings and Reports
Re:      Bovie Medical Corporation (the "Company")
2001 Statutory and Non-Statutory Stock Option Plan - Form S-8
Gentlemen:
In connection
with the filing of the above referenced  registration statement on Form S-8, the
undersigned has been requested to render an opinion concerning  1,200,000 shares
of common stock which are the subject of said  registration  statement.  In this
connection the  undersigned has reviewed the  Company's  2001 Statutory and
Non   Statutory   Stock  Option  Plan,   the   Company's   Certificate   of
Incorporation,  its  By-Laws,  minutes  and  other  relevant  documents  of  the
corporation.
Based upon
the foregoing,  the  undersigned is of the opinion that (a) 1,200,000  shares of
common stock of the Company par value $.001 per share have been duly  authorized
for  issuance  pursuant  to exercise of options  under the  Company's  2001
Non-Statutory  Stock Option Plan (the  "Plan")  and,  upon exercise of
options issued pursuant to the Plan, and payment of consideration therefor, such
shares,  when issued,  shall be validly  issued,  fully paid and  non-assessable
shares of the corporation.
The
undersigned  consents  to the  use of his  name  and the  name  of this  firm in
connection with the filing of the above referenced  registration  statement with
the Securities & Exchange Commission.
Very truly yours,
Alfred V Greco
BLOOM & CO., LLP.
50 CLINTON STREET, SUITE 502
HEMPSTEAD, NY 11550
TEL 516 486-5900
FAX 516 486-5476
INDEPENDENT
ACCOUNTANT'S CONSENT
The Board of Directors
Bovie Medical Corporation
We consent to
incorporation by reference in this Registration Statement on Form S-8 pertaining
to the 2001  Statutory  and  Non-Statutory  Stock  Option Plan of Bovie  Medical
Corporation  of our report  dated March 26, 2001,  relating to the  consolidated
balance  sheets of Bovie Medical  Corporation  as of December 31, 2000,
and the related consolidated statements of operations,  stockholders equity, and
cash  flows  for each of the years  then  ended,  which  report  appears  in the
December   31,   2000   Annual   Report  on  Form   10-KSB   of  Bovie   Medical
Corporation.
Bloom & Co. LLP.
Hempstead, New York
July 9, 2001