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<P>                      SECURITIES AND EXCHANGE COMMISSION </P>

<P>                            WASHINGTON, D.C. 20549</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                  FORM S-8</P>

<P>                           REGISTRATION STATEMENT</P>

<P>                                    under</P>

<P>                         THE SECURITIES ACT OF 1933</P>

<BR WP="BR1"><BR WP="BR2">
<P>                          Commission File No. 1-8183</P>

<BR WP="BR1"><BR WP="BR2">
<P>                          SUPREME INDUSTRIES, INC. </P>

<P>         (Exact name of registrant as specified in its charter)</P>

<BR WP="BR1"><BR WP="BR2">
<P>               DELAWARE                                             75-1670945</P>

<P>(State or other jurisdiction                                  (I.R.S. Employer</P>

<P>of incorporation or organization)                          Identification No.)</P>

<P>     </P>

<P>                             2581 E. Kercher Road</P>

<P>                                P.O. Box 237</P>

<P>                           GOSHEN, INDIANA 46528</P>

<P>               (Address, including zip code, of registrant's </P>

<P>                       principal executive offices)</P>

<BR WP="BR1"><BR WP="BR2">
<P>                         SUPREME INDUSTRIES, INC. </P>

<P>                          2001 STOCK OPTION PLAN</P>

<P>                         (Full title of the plan)</P>

<BR WP="BR1"><BR WP="BR2">
<P>                            RICE M. TILLEY, JR.</P>

<P>                        LAW, SNAKARD &amp; GAMBILL, P.C.</P>

<P>                      1600 West 7th Street, Suite 500</P>

<P>                          FORT WORTH, TEXAS 76102</P>

<P>                               (817) 878-6350</P>

<P>           (Name, address, including zip code, and telephone number,</P>

<P>                  including area code, of agent for service)</P>

<BR WP="BR1"><BR WP="BR2">
<P>                               WITH A COPY TO:</P>

<BR WP="BR1"><BR WP="BR2">
<P>                             VERNON E. REW, Jr.</P>

<P>                        LAW, SNAKARD &amp; GAMBILL, P.C.</P>

<P>                      1600 West 7th Street, Suite 500</P>

<P>                          FORT WORTH, TEXAS 76102</P>

<P>                              (817) 878-6307</P>

<BR WP="BR1"><BR WP="BR2">
<P>                       CALCULATION OF REGISTRATION FEE</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                   Proposed       Proposed          </P>

<P>                                   maximum        maximum</P>

<P>  Title of                         offering       aggregate       Amount of </P>

<P>securities to       Amount to      price          offering        registration</P>

<P>be registered     be registered    per share      price           fee          </P>

<BR WP="BR1"><BR WP="BR2">
<P>Class A Common     </P>

<P>Stock (par value</P>

<P>$.10 per share)    295,000(1)      $5.60(2)      $1,652,000(3)       $133.81</P>

<BR WP="BR1"><BR WP="BR2">
<P>Class A Common     </P>

<P>Stock (par value</P>

<P>$.10 per share)     85,000(1)       $3.13(2)      $  266,050(3)       $21.55</P>

<BR WP="BR1"><BR WP="BR2">
<P>Class A Common     </P>

<P>Stock (par value</P>

<P>$.10 per share)     30,000(1)      $6.16(2)      $  184,800(3)       $14.97</P>

<BR WP="BR1"><BR WP="BR2">
<P>Class A Common     </P>

<P>Stock (par value</P>

<P>$.10 per share)     10,000(1)      $4.15(2)      $   41,500(3)        $3.36</P>

<BR WP="BR1"><BR WP="BR2">
<P>Class A Common     330,000(4)      $4.39(5)      $1,448,700(6)      $117.35</P>

<P>Stock (par value</P>

<P>$.10 per share)</P>

<BR WP="BR1"><BR WP="BR2">
<P>(1) Issuable upon exercise of presently outstanding options issued under
registrant's 2001 Stock Option Plan.  This Registration Statement also covers
such indeterminable number of additional shares as may become deliverable due to
future adjustments under terms of such Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>(2) Computed in accordance with Rule 457(h) solely for the purpose of calculating
the registration fee.  Computation based on the weighted average exercise price
(rounded to nearest cent) at which the options outstanding whose exercise will
result in the issuance of the shares being registered may be exercised.</P>

<BR WP="BR1"><BR WP="BR2">
<P>(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
price for all presently outstanding options described in note (1) above.</P>

<BR WP="BR1"><BR WP="BR2">
<P>(4) Issuable upon exercise of options not yet granted under the 2001 Stock Option
Plan.  This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable due to future adjustments under terms
of such Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>(5) Computed in accordance with Rule 457(h) solely for the purpose of calculating
the registration fee.  Computation based on the average of the high and low
prices of the Class A Common Stock as reported on the American Stock Exchange on
April 2, 2003, given that the price, at which options to be granted in the future
may be exercised, is not currently determinable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>(6) Calculated in accordance with Rule 457(h) based on the average of the high
and low prices of the Class A Common Stock as reported on the American Stock
Exchange on April 2, 2003, for options not yet granted under the 2001 Stock
Option Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     This Registration Statement shall be deemed to cover securities resulting
from stock splits, stock dividends or similar transactions as provided in Rule
416(c) of the Act.  Pursuant thereto, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the stock
option plan described herein.</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                  Part I</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as part of this Registration Statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                  Part II</P>

<BR WP="BR1"><BR WP="BR2">
<P>              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE</P>

<BR WP="BR1"><BR WP="BR2">
<P>     The following documents, previously filed (Commission File No. 1-8183) with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), are, as of their respective
dates, incorporated in this Registration Statement by reference and made a part
hereof:</P>

<BR WP="BR1"><BR WP="BR2">
<P>(1)  The Annual Report on Form 10-K of Supreme Industries, Inc. (the "Company"</P>

<P>     or "Registrant") for the fiscal year ended December 28, 2002;</P>

<BR WP="BR1"><BR WP="BR2">
<P>(2)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the Annual Report referred
     to in (1) above.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in and a part of this Registration Statement from the
date of filing of such documents.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in a subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 4.  DESCRIPTION OF SECURITIES.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Not applicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.</P>

<P>     </P>

<P>     Certain legal matters in connection with this offering have been passed upon
for the Company by Law, Snakard &amp; Gambill, a Professional Corporation, Fort
Worth, Texas.  Rice M. Tilley, Jr. is a shareholder of Law, Snakard &amp; Gambill,
P.C., and a Director and Assistant Secretary of the Company.  Mr. Tilley is the
beneficial owner of 24,148 shares of Company's Class A Common Stock and holds
stock options to purchase 15,663 shares of Company's Class A Common Stock.</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     The Company's Certificate of Incorporation and Bylaws, and Indemnification
Agreements between the Company and each of its directors and officers, provide
that the Company shall indemnify all directors and officers of the Company to the
full extent permitted by the Delaware General Corporation Law.  Under such
provisions any director or officer, who in his capacity as such, is made or
threatened to be made, a party to any suit or proceeding, shall be indemnified
if such director or officer 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
Company.  The Certificate of Incorporation, Bylaws, such Indemnification
Agreements, and the Delaware General Corporation Law further provide that such
indemnification is not exclusive of any other rights to which such individuals
may be entitled under the Certificate of Incorporation, Bylaws, such
Indemnification Agreements or any Agreement, vote of stockholders or
disinterested directors, or otherwise.</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Not Applicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 8.  EXHIBITS.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Exhibit Number    Description</P>

<BR WP="BR1"><BR WP="BR2">
<P>     4.1               2001 Stock Option Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     5.1               Opinion of Counsel as to legality of securities being</P>

<P>                       registered.</P>

<P>     </P>

<P>     23.1               Consent of Counsel (contained in Exhibit 5.1).</P>

<BR WP="BR1"><BR WP="BR2">
<P>     23.2               Consent of Independent Accountants.</P>

<P>     </P>

<P>     24.1               Power of Attorney.</P>

<BR WP="BR1"><BR WP="BR2">
<P>ITEM 9.  UNDERTAKINGS</P>

<BR WP="BR1"><BR WP="BR2">
<P>     (a) The Registrant hereby undertakes:</P>

<BR WP="BR1"><BR WP="BR2">
<P>          (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	  (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     (b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under that Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     (c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person 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 Act and
will be governed by the final adjudication of such issue.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>                             SIGNATURE</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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 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, State of New York, on April 3, 2003.</P>

<BR WP="BR1"><BR WP="BR2">
<P>                               SUPREME INDUSTRIES, INC.</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                   By: /s/ Herbert M. Gardner</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                   Name: Herbert M. Gardner </P>

<P>                                   Title: Chairman of the Board of Directors,</P>

<P>                                   President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on April 3, 2003, by the following persons
in the capacities indicated.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Signatures                    Title                         Date</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ Herbert M. Gardner    Chairman of the Board           	     April 3, 2003</P>

<P>Herbert M. Gardner        and President</P>

<P>                          (Principal Executive Officer)</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ Omer G. Kropf         Executive Vice President               April 3, 2003</P>

<P>Omer G. Kropf             and Director</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ William J. Barrett    Secretary, Assistant                   April 3, 2003</P>

<P>William J. Barrett        Treasurer, Director</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ Robert W. Wilson     Executive Vice President,               April 3, 2003</P>

<P>Robert W. Wilson         Treasurer, Chief Financial </P>

<P>                         Officer and Assistant</P>

<P>                         Secretary (Principal </P>

<P>                         Financial and Accounting</P>

<P>                         Officer)</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ Rice M. Tilley, Jr.	 Assistant Secretary, Director           April 3, 2003</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ Robert J. Campbell   Director                                April 3, 2003</P>

<P>Robert J. Campbell</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ H. Douglas Schrock   Director                                April 3, 2003</P>

<P>H. Douglas Schrock</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>                                EXHIBIT INDEX</P>

<BR WP="BR1"><BR WP="BR2">
<P>          EXHIBIT </P>

<P>          NUMBER            DESCRIPTION</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>          4.1               2001 Stock Option Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>          5.1               Opinion of Counsel as to legality of securities</P>

<P>                            being registered.</P>

<BR WP="BR1"><BR WP="BR2">
<P>          23.1              Consent of Counsel (contained in Exhibit 5.1).</P>

<BR WP="BR1"><BR WP="BR2">
<P>          23.2              Consent of Independent Accountants.</P>

<P>     </P>

<P>          24.1              Power of Attorney.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><FONT SIZE="-2"><STRONG>4346.</STRONG></FONT><FONT FACE="Times New Roman" SIZE="-2"><STRONG>01024/</STRONG></FONT><FONT FACE="Times New Roman" SIZE="-2"><STRONG>286527.5</STRONG></FONT><FONT FACE="Times New Roman"><STRONG></STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG><CENTER></STRONG>Exhibit 4.1</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="-1">2001 Stock Option Plan</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>of</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>Supreme Industries, Inc.</CENTER>
</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>Table of Contents</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Page</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article I:  Definitions	1</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:1.	Act	1</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:2.	Affiliates	1</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:3.	Agreement	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:4.	Board of Directors	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:6.	Committee	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:7.	Eligible Individuals	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:8.	Fair Market Value	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:9.	Holder	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:10.	Incentive Stock Options	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:11.	Nonstatutory Stock Options	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:12.	Options	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 1:13.	Stock	2</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article II:  Stock and Maximum Number of Shares Subject to the Plan	3</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 2:1.	Description of Stock and Maximum Shares Allocated	3</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 2:2.	Restoration of Shares	3</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article III:  Administration of the Plan	3</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 3:1.	Stock Option Committee	3</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 3:2.	Duration, Removal, Etc.	3</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 3:3.	Meetings and Actions of Committee	3</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 3:4.	Committee's Powers	3</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article IV:  Eligibility and Participation	4</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 4:1.	Eligible Individuals	4</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 4:2.	No Right to Option	4</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article V:  Grant of Options and Certain Terms of the Agreements	4</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 5:1.	Determination of Eligible Individuals	4</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 5:2.	Date of Grant	5</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 5:3.	Stock Option Agreement	5</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 5:4.	Forfeiture of Stock	5</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 5:5.	Cash Awards	5</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article VI:  Terms and Conditions of Options	6</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:1.	Number of Shares	6</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:2.	Exercise Price	6</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:3.	Medium and Time of Payment, Method of Exercise, and</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">				Withholding Taxes	7</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:4.	Terms, Time of Exercise, and Transferability of Options	8</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:5.	Limitation on Aggregate Value of Shares That </FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">				May Become First Exercisable During Any </FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">				Calendar Year Under an Incentive Stock Option	11</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:6.	Adjustments Upon Changes in Capitalization, Merger, Etc.	12</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:7.	Rights as a Shareholder	12</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:8.	Modification, Extension, and Renewal of Options	13</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:9.	Furnish Information	13</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:10.	Obligation to Exercise; Termination of Employment	13</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 6:11.	Agreement Provisions	13</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article VII:  Duration of Plan	14</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article VIII:  Amendment of Plan	14</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article IX:  General	14</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:1.	Application of Funds	14</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:3.	No Liability for Good Faith Determinations	14</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:4.	Information Confidential	15</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:5.	Other Benefits	15</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:6.	Execution of Receipts and Releases	15</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:7.	No Guarantee of Interests	15</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:8.	Payment of Expenses	15</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:9.	Company Records	15</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:10.	Information	15</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:11.	No Liability of Company	16</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:12.	Company Action	16</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:13.	Severability	16</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:14.	Notices	16</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:15.	Waiver of Notice	16</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:16.	Successors	16</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:17.	Headings	16</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:18.	Governing Law	16</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:19.	Word Usage	17</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">			Sec. 9:20.	Remedies	17</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1">		Article X:  Approval of Shareholders	17</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>2001 Stock Option Plan</CENTER>
</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>of</CENTER>
</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>Supreme Industries, Inc.</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	This Supreme Industries, Inc. 2001 Stock Option Plan (the "Plan") provides for the granting of:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	(a)	Incentive Stock Options (hereinafter defined) to certain  key employees of Supreme Industries, Inc.,
a Delaware corporation ("Company"), and/or its Affiliates (hereinafter defined), and</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	(b)	Nonstatutory Stock Options (hereinafter defined) to certain key employees of Company, and/or its
Affiliates, and to certain individuals who are not employees of Company or its Affiliates.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	The purpose of the Plan is to provide an incentive for key employees of Company and/or its Affiliates, and for
individuals who are not employees of Company and/or its Affiliates but who from time to time provide substantial
advice or other assistance or services to Company and/or its Affiliates, to remain in the service of Company and/or its
Affiliates or continue to provide such assistance, to extend to them the opportunity to acquire a proprietary interest in
Company so that they will apply their best efforts for the benefit of Company, and to aid Company in attracting able
persons to enter the service of Company and/or its Affiliates or provide such assistance.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>Article I</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="-1">Definitions</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:1.	Act.  "Act" shall mean the Securities Exchange Act of 1934, as amended.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:2.	Affiliates.  "Affiliates" shall mean:  (a) any corporation, other than Company, in an unbroken chain
of corporations ending with Company if each of the corporations, other than Company, owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such
chain; and (b) any corporation, other than Company, in an unbroken chain of corporations beginning with Company if
each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:3.	Agreement.  "Agreement" shall mean the written agreement between Company and a Holder
evidencing the Option granted by Company and the understanding of the parties with respect thereto.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:4.	Board of Directors.  "Board of Directors" shall mean the board of directors of Company.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:5.	Code.  "Code" shall mean the Internal Revenue Code of 1986, as amended.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:6.	Committee.  "Committee" shall mean the committee designated in Article III hereof by the Board of
Directors to administer this Plan.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:7.	Eligible Individuals.  "Eligible Individuals" shall mean:  (a) key employees, including officers and/or
directors who are also employees of Company and/or of any of its Affiliates; and (b) individuals who are not employees
of Company and/or of its Affiliates but who from time to time provide substantial advice or other assistance or services
to Company and/or its Affiliates.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:8.	Fair Market Value.  "Fair Market Value" shall mean, if the Stock is traded on one or more established
markets or exchanges, the mean of the opening and closing prices of the Stock on the primary market or exchange on
which the Stock is traded, and if the Stock is not so traded or the Stock does not trade on the relevant date, the value
determined in good faith by the Board of Directors.  For purposes of valuing Incentive Stock Options, the Fair Market
Value of stock shall be determined without regard to any restriction other than one which, by its terms, will never lapse.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:9.	Holder.  "Holder" shall mean an Eligible Individual to whom an Option has been granted.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:10.	Incentive Stock Options.  "Incentive Stock Options" shall mean stock options that are
intended to satisfy the requirements of Sec. 422 of the Code.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:11.	Nonstatutory Stock Options.  "Nonstatutory Stock Options" shall mean stock options that
are not intended to be, or are not denominated as, Incentive Stock Options.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:12.	Options.  "Options" shall mean either Incentive Stock Options or Nonstatutory Stock Options,
or both.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 1:13.	Stock.  "Stock" shall mean Company's authorized $.10 par value Class A Common Stock.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>Article II</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="-1">Stock and Maximum Number of Shares Subject to the Plan</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 2:1.	Description of Stock and Maximum Shares Allocated.  The Stock which Options granted hereunder
give a Holder the right to purchase may be unissued or reacquired shares of Stock, as the Board of Directors may, in
its sole and absolute discretion, from time to time determine.  Subject to the adjustments in Sec.&nbsp;6.6 hereof, the aggregate
number of shares of Stock to be issued pursuant to the exercise of all Options granted hereunder may equal, but may
not exceed, 750,000 shares of Company's Stock.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 2:2.	Restoration of Shares.  If an Option hereunder expires, terminates, or is not exercised for any reason
during the term of this Plan, the shares of Stock which were subject to such Option shall be "restored" to the Plan by
again being available for Options granted after the shares' restoration, effective as of the first day of the year following
such expiration, termination, or non-exercise.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>Article III</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="-1">Administration of the Plan</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 3:1.	Stock Option Committee.  This Plan will be administered by a Committee consisting of between three
and six members to be appointed by Company's Board of Directors.  The members of the Stock Option Committee must
be members of the Company's Board of Directors.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 3:2.	Duration, Removal, Etc.  The members of the Committee shall serve at the pleasure of the Board of
Directors, which shall have the power, at any time and from time to time, to remove members from the Committee or
to add members thereto.  Vacancies on the Committee, however caused, shall be filled by the Board of Directors.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 3:3.	Meetings and Actions of Committee.  The Committee shall elect one of its members as its Chairman
and shall hold its meetings at such times and places as it may determine.  All decisions and determinations of the
Committee shall be made by the majority vote of all of its members present at a meeting; provided, however, that any
decision or determination reduced to writing and signed by all of the members of the Committee shall be as fully
effective as if it had been made at a meeting duly called and held.  The Committee may make any rules and regulations
for the conduct of its business that are not inconsistent with the provisions hereof and with the Bylaws of Company.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">	Sec. 3:4.	Committee's Powers.  Subject to the express provisions hereof, the Committee shall have the authority,
in its sole and absolute discretion to: (a)&nbsp;adopt, amend, and rescind administrative and interpretive rules and regulations
relating to the Plan; (b) determine the terms and provisions of the respective Agreements (which need not be identical),
including provisions defining or otherwise relating to:  (i) subject to Article VI of the Plan, the term and the period or
periods and extent of exercisability of the Options, (ii) the extent to which the transferability of shares of Stock issued
upon exercise of Options is restricted, (iii) the effect of termination of employment upon the exercisability of the
Options, and (iv) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal
Revenue Service); (c) accelerate the time of exercisability of any Option that has been granted; (d) construe the
respective Option Agreements and the Plan; and (e) make all other determinations and perform all other acts necessary
or advisable for administering the Plan, including the delegation of such ministerial acts and responsibilities as the
Committee deems appropriate.  The Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Agreement in the manner and to the extent it shall deem expedient to carry it into
effect, and it shall be the sole and final judge of such expediency.  The determination of the Committee on the matters
referred to in this Sec.&nbsp;3.4 shall be final and conclusive.</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-1"><CENTER>Article IV</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="+1">Eligibility and Participation</FONT><FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 4:1.	Eligible Individuals.  Options may be granted hereunder only to persons who are Eligible Individuals
at the time of the grant thereof.  Notwithstanding any provision contained herein to the contrary, a person may not
receive an Incentive Stock Option hereunder unless he or she is an employee of Company and/or an Affiliate, nor shall
a person be eligible to receive an Incentive Stock Option hereunder if he or she, at the time such Option is granted,
would own (within the meaning of Secs. 422 and 424 of the Code) stock possessing more than ten percent (10%) of the
total combined voting power or value of all classes of stock of Company or an Affiliate, unless at the time such Incentive
Stock Option is granted the exercise price per share is at least one hundred ten percent (110%) of the Fair Market Value
of each share of stock to which the Incentive Stock Option relates and the Incentive Stock Option is not exercisable after
the expiration of five (5) years from the date it is granted.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 4:2.	No Right to Option.  The adoption of the Plan shall not be deemed to give any person a right to be
granted an Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>Article V</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">Grant of Options and Certain Terms of the Agreements</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 5:1.	Determination of Eligible Individuals.  Subject to the express provisions hereof, the Committee shall
determine which Eligible Individuals shall be granted Options hereunder from time to time.  In making grants, the
Committee shall take into consideration the contribution the potential Holder has made or may make to the success of
Company and/or its Affiliates along with such other considerations as the Board of Directors may from time to time
specify.  The Committee shall also determine the number of shares subject to each of such Options and shall authorize
and cause Company to grant Options in accordance with such determinations.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 5:2.	Date of Grant.  The date on which the Committee completes all action constituting an offer of an
Option to an individual, including the specification of the number of shares of Stock to be subject to the Option, shall
be the date on which the Option covered by an Agreement is granted, even though certain terms of the Agreement may
not be determined at such time and even though the Agreement may not be executed until a later time.  For purposes
of the preceding sentence, an offer shall be deemed made if the Committee has completed all such action and has
communicated the grant thereof to the potential Holder.  In no event, however, may an Optionee gain any rights in
addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the
Option and the actual execution of the Agreement by Company and the Optionee.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 5:3.	Stock Option Agreement.  Each Option granted hereunder shall be evidenced by an Agreement,
executed by Company and the Eligible Individual to whom the Option is granted, incorporating such terms as the
Committee deems necessary or desirable.  More than one Option may be granted hereunder to the same Eligible
Individual and be outstanding concurrently hereunder.  In the event an Eligible Individual is granted both one or more
Incentive Stock Options and one or more Nonstatutory Stock Options, such grants shall be evidenced by separate
Agreements, one for each of the Incentive Stock Option grants and one for each of the Nonstatutory Stock Option
grants.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 5:4.	Forfeiture of Stock.  Each Agreement may provide for conditions giving rise to the forfeiture of the
Stock acquired pursuant to an Option granted hereunder and/or such restrictions on the transferability of shares of Stock
acquired pursuant to an Option granted hereunder as the Committee in its sole and absolute discretion deems proper or
advisable.  Such conditions giving rise to forfeiture may include, but need not be limited to, the requirement that the
Holder render substantial services to Company and/or its Affiliates for a specified period of time.  Such restrictions on
transferability may include, but need not be limited to, options and rights of first refusal in favor of Company. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 5:5.	Cash Awards.  In addition, the Board of Directors may authorize the Committee to grant cash awards
payable in connection with the exercise of an Option upon such terms and conditions as are specified by the Board of
Directors; provided that no such cash award shall be effective unless it complies with any applicable requirements for
exemption from liability pursuant to Rule 16b-3 promulgated under the Act.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>Article VI</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">Terms and Conditions of Options</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	All Options granted hereunder shall comply with, be deemed to include, and shall be subject to, the following
terms and conditions:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:1.	Number of Shares.  Each Agreement shall state the number of shares of Stock to which it relates.
Except to the extent an Agreement otherwise provides, the following limitations shall apply to the exercise of each
Option:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		A.	First Year.  A Holder may not exercise his or her Option during the first twelve&nbsp;(12) month
period following the date of grant of such Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		B.	After First Year.  A Holder may exercise up to (but not more than) one-third&nbsp;of the total
shares of Stock subject to his or her Option at any time after the first twelve (12) month period following the day of
grant of such Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		C.	After Second Year.  A Holder may exercise up to (but not more than) two-thirds of the total
shares of Stock subject to his or her Option at any time after the first twenty-four&nbsp;(24) month period following the date
of grant of such Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		D.	After Third Year.  A Holder may exercise all of the shares of Stock subject to his or her
Option at any time after the first thirty-six (36) month period following the date of grant of such Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		E.	Senior Status.  Notwithstanding the limitations stated above, if a Holder is sixty-five&nbsp;(65)
years of age or older at the time his or her Option is granted, such Holder may exercise up to (but not more than)
one-half of the total shares of Stock subject to such Option at any time during the first twelve&nbsp;(12) month period
following the date of grant of such Option and thereafter may exercise all of the shares of Stock subject to such Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		F.	De Minimus Limitation.  Subject to the limitations stated above, each Option may be
exercised at one time or on several successive occasions; however, each Option may not be exercised in an amount less
than one hundred&nbsp;(100) shares at any one time (unless such exercise is being made as to the entire portion of Stock
which may be purchased pursuant to this Plan).</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:2.	Exercise Price.  Each Agreement shall state the exercise price per share of Stock.  The exercise price
per share of stock subject to an Incentive Stock Option shall not be less than the greater of:  (a) the par value per share
of the Stock; or (b) one hundred percent (100%) of the Fair Market Value per share of Company's Stock on the date of
the grant of the Option.  The exercise price per share of stock subject to a Nonstatutory Stock Option shall not be less
than fifty percent (50%) of the Fair Market Value per share of the Stock on the date of the grant of the Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:3.	Medium and Time of Payment, Method of Exercise, and Withholding Taxes.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		A.	Exercise of Option.  Except as otherwise permitted below, the exercise price of stock covered
by an Option shall be payable upon the exercise of the Option in cash, by certified or cashier's check.  Exercise of an
Option shall not be effective until Company has received written notice of exercise.  Such notice must specify the
number of whole shares to be purchased and be accompanied by payment in full of the aggregate exercise price of the
number of shares purchased.  Company shall not in any case be required to sell, issue, or deliver a fractional share with
respect to any Option.</FONT></P>

<P><FONT FACE="Times New Roman">		</FONT></P>

<P><FONT FACE="Times New Roman">			1.	Stock-for-Stock Exercise. With the consent of the Committee, the Holder may pay
the exercise price with shares of Stock of Company which have been held by the Holder for at least six (6) months prior
to the date of exercise, or with the consent of the Committee, by a combination of cash and such shares.  Such Stock
shall be duly endorsed for transfer to Company.  Such Stock shall be deemed to have a fair market value on the date of
delivery equal to the aggregate purchase price of the shares with respect to which such Option or portion thereof is being
exercised.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			2.	Cashless Exercise/Sale Method.  With the consent of the Committee, payment in
full of the exercise price of the Option may be made through the Company's receipt of a copy of instructions to a broker
directing such broker to sell the Stock for which the Option is being exercised, to remit to the Company an amount equal
to the aggregate exercise price of such Option, with the balance being remitted to Holder.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		B.	New Options.  In the event that a Holder pays the exercise price of his Option, in whole or
in part, with previously owned shares of Stock, pursuant to the rules specified above, then, if and to the extent approved
by the Committee, in addition to the shares of Stock purchased pursuant to the Option exercise, such Holder shall also
receive a new Option, subject to the terms and conditions set forth below and in the Holder's individual Stock Option
Agreement.  Upon exercise of the Option with payment in the form of either shares of Stock or a combination of cash
and shares of Stock, the Committee may, in its sole and absolute discretion, grant the Holder a new Option for shares
of Stock equal to the number of shares that were delivered by the Holder to Company to pay, in whole or in part, the
exercise price of the previous Option.  The exercise price of the new Option shall be equal to at least 100% of the Fair
Market Value per share of the Stock on the date of the exercise of the previous Option. Provided, however, the new
Option cannot be exercised by the Holder until the later of:  (1) the exercisability dates specified in the individual Option
Agreement; or (2) six (6) months after the date of grant.  As a further condition on the exercisability of the new Option,
the shares of Stock received by the Holder upon exercise of his or her previous Option must be held by the Holder for
at least six (6) months prior to any sale of such shares by the Holder.  Any sale of such shares by a Holder prior to the
expiration of the six (6) month holding period shall render the new Option non-exercisable.  Nothing in this paragraph
shall prevent the Committee from granting a Holder another new Option in the future when the previous new Option
is exercised by the Holder with the payment of previously owned shares of Stock.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		C.	Withholding.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			1.	General.  The Committee may, in its discretion, require a Holder to pay to Company
at the time of exercise of an Option (or portion thereof) the amount that Company deems necessary to satisfy its
obligation to withhold Federal, state, or local income or other taxes incurred by reason of the exercise.  Upon the
exercise of an Option requiring tax withholding, a Holder may make a written request to have shares of stock withheld
by Company from the shares otherwise to be received.  The number of shares so withheld shall have an aggregate Fair
Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes.  The acceptance of any such
request by a Holder shall be at the sole discretion of the Committee, including, if deemed necessary by the Committee,
approval by the Securities and Exchange Commission and the satisfaction of any additional requirements necessary to
obtain such approval.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			2.	Additional Sec. 16b Requirements.  Currently, with respect to Option holders subject
to liability under Section 16b of the Act, such additional requirements include the following:  (1) any previously owned
shares of Stock used to satisfy the withholding obligation must have been held by the taxpayer for at least six (6)
months, and any Option shares otherwise issuable hereunder to be withheld to satisfy such obligations may be so
withheld only if both the exercise of the Option and the election to have shares withheld are made at least six (6) months
after the date of grant; (2) the Option holder's election must be made:  (a) at least six (6) months less one day <U>prior to</U>
the date on which the option exercise becomes taxable, or (b) within a 10-day "window period" beginning on the third
business day following the release of Company's annual or quarterly financial reports and ending on the twelfth day
thereafter (but in no event later than the date the option exercise becomes taxable); (3) Company has been subject to
the Act's reporting requirements for more than a year and has filed all reports and statements required to be filed
pursuant to Section 13 of the Act; (4)&nbsp;Company regularly issues quarterly or annual summary statements of sales and
earnings; (5) all members of the Committee administering the Plan with respect to Option holders subject to liability
under Section 16b of the Act are "disinterested" in accordance with Rule 16b-3 promulgated under the Act; (6) the
Committee will be empowered to consent to or disapprove an Option holder's withholding election; and (7) any
withholding election will be required to be irrevocable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:4.	Terms, Time of Exercise, and Transferability of Options.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI><FONT FACE="Times New Roman">	Decrease in Term of Option.  In addition to such other terms and conditions as may be
included in a particular Agreement granting an Option, an Option shall be exercisable during a
Holder's lifetime only by him or her or by his or her guardian or legal representative (or assignee after
a permitted assignment).  An Incentive Stock Option shall not be transferrable other than by will or
by the laws of descent and distribution.  A non-statutory stock option shall not be transferrable other
than by will or the laws of descent and distribution or to a qualified charity or a member of the
Holder's family.  For this purpose, a "qualified charity" shall mean an organization described in
Section 170(c) of the Internal Revenue Code of 1986, as amended.  Each Option shall also be subject
to the following terms and conditions (except to the extent a Holder's Agreement otherwise provides):</FONT></LI>

<BR WP="BR1"><BR WP="BR2">    <UL>
      <LI><FONT FACE="Times New Roman">	Termination of Employment or Directorship.</FONT></LI>

<BR WP="BR1"><BR WP="BR2">      <UL>
        <LI><FONT FACE="Times New Roman">	Voluntary Termination.  If a Holder ceases to be employed by at least one
of the employers in the group of employers consisting of Company and its
Affiliates because the Holder voluntarily terminates his or her employment with
such group of employers and the Holder does not remain or thereupon become a
director of Company or one or more of its Affiliates, or if a Holder ceases to be a
director of at least one of the corporations in the group of corporations consisting
of Company and its Affiliates and the Holder does not remain or thereupon become
an employee of Company or one or more of its Affiliates, the portion (if any) of an
Option that remains unexercised, including that portion (if any) that pursuant to the
Agreement is not yet exercisable, as of the date of the Holder's termination of
employment or ceasing to be a director, whichever occurs later, shall terminate and
cease to be exercisable as of such date (or ninety [90] days prior thereto if the
Holder elected to exercise his or her Option in anticipation of such termination [to
be determined in the sole discretion of the Committee]).</FONT></LI>

<BR WP="BR1"><BR WP="BR2">        <LI><FONT FACE="Times New Roman">	Termination for Cause.  If a Holder ceases to be employed by at least one
of the employers in the group of employers consisting of Company and its Affiliate
because any of such entities terminates the Holder's employment for cause, the
portion (if any) of an Option that remains unexercised, including that portion (if
any) that pursuant to the Agreement is not yet exercisable, at the time of the
Holder's termination of employment, shall terminate and cease to be exercisable
immediately upon such termination (or ninety [90] days prior thereto if the Holder
elected to exercise his or her Option in anticipation of such termination [to be
determined in the sole discretion of the Committee]).  A Holder's employment shall
be deemed terminated "for cause" if terminated by the Board of Directors of
Company (or the board of directors of an Affiliate) because of incompetence,
insubordination, dishonesty, other acts detrimental to the interest of Company
and/or its Affiliates, or any material breach by the Holder of any employment,
nondisclosure, noncompetition, or other contract with Company and/or one of its
Affiliates.  Whether "cause" exists shall be determined by such Board of Directors
in its sole discretion and in good faith.  The exercise of an option in anticipation of
a termination for cause shall be null and void.</FONT></LI>

<BR WP="BR1"><BR WP="BR2">        <LI><FONT FACE="Times New Roman">	Termination Without Cause.  If a Holder ceases to be employed by at least
one of the employers in the group of employers consisting of Company and its
Affiliates because one or more of such entities terminates the employment of the
Holder for otherwise than for "cause," and the Holder does not remain or thereupon
become a director of Company and/or one or more of its Affiliates, the Holder shall
have the right for thirty (30) days following such termination to exercise the Option
with respect to that portion thereof that has become exercisable pursuant to
Holder's Agreement as of the date of such termination, and thereafter the Option
shall terminate and cease to be exercisable.</FONT></LI>

<BR WP="BR1"><BR WP="BR2">      </OL>
      <LI><FONT FACE="Times New Roman">	Disability.  If a Holder ceases to be employed by at least one of the employers in
the group of employers consisting of Company and its Affiliates by reason of disability (as
defined in Sec.&nbsp;22(e)(3) of the Code) and does not remain or thereupon become a director
of Company or one or more of its Affiliates, or if the Holder ceases by reason of such
disability to be a director of at least one of the corporations in the group of corporations
consisting of Company and its Affiliates, the Holder shall have the right for ninety (90) days
after the date of termination of employment with, or cessation of directorship of, such group
of employers by reason of disability, whichever occurs later, to exercise an Option to the
extent such Option is exercisable on the date of his or her termination of employment, and
thereafter the Option shall terminate and cease to be exercisable. </FONT></LI>

<BR WP="BR1"><BR WP="BR2">      <LI><FONT FACE="Times New Roman">	Death.  If a Holder dies while in the employ of Company or an Affiliate, or dies
while a director of Company or an Affiliate, his or her Option shall be exercisable by his or
her legal representatives, legatees, or distributees for six&nbsp;(6) months following the date of
the Holder's death to the extent such Option is exercisable on the Holder's date of death, and
thereafter the Option shall terminate and cease to be exercisable.</FONT></LI>

<BR WP="BR1"><BR WP="BR2">    </OL>
    <LI><FONT FACE="Times New Roman">	Term of Option.  Notwithstanding any other provision of this Plan, including the provisions
of Subsection A above, no Incentive Stock Option may be exercised after the expiration of ten (10)
years from the date it was granted (or the period specified in Sec.&nbsp;4.1, if applicable).  The Committee
may prescribe in any Agreement that the Option evidenced thereby may be exercised in full or in part
as to any number of shares subject thereto at any time or from time to time during the term of the
Option, or in such installments at such times during said term as the Committee may prescribe.
Except as provided above and unless otherwise provided in any Agreement, an Option may be
exercised at any time or from time to time during the term of the Option.  Such exercise may be as to
any or all whole (but no fractional) shares which have become purchasable under the Option.</FONT></LI>

<BR WP="BR1"><BR WP="BR2">    <LI><FONT FACE="Times New Roman">	Issuance of Stock Certificates.  Within a reasonable time, or such time as may be permitted
by law, after Company receives written notice that the Holder has elected to exercise all or a portion
of an Option, such notice to be accompanied by payment in full of the aggregate exercise price of the
number of shares purchased, Company shall issue and deliver a certificate representing the shares
acquired as a result of the exercise and any other amounts payable in consequence of such exercise.
In the event that a Holder exercises both an Incentive Stock Option, or portion thereof, and a
Nonstatutory Stock Option, or a portion thereof, separate Stock certificates shall be issued, one for
the Stock subject to the Incentive Stock Option and one for the Stock subject to the Nonstatutory
Stock Option.  The number of shares of Stock transferrable due to an exercise of an Option under this
Plan shall not be increased due to the passage of time, except as may be provided in an Agreement.</FONT></LI>

<BR WP="BR1"><BR WP="BR2">    <LI><FONT FACE="Times New Roman">	Issuance in Compliance With Securities Laws.  Nothing herein or in any Option granted
hereunder shall require Company to issue any shares upon exercise of any Option if such issuance
would, in the opinion of counsel for Company, constitute a violation of the Securities Act of 1933,
as amended, or any similar or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect.</FONT></LI>

<BR WP="BR1"><BR WP="BR2">    <LI><FONT FACE="Times New Roman">	Investment Legend.  At the time of exercise of an Option, Company may, as a condition
precedent to the exercise of such Option, require from the Holder of the Option (or in the event of his
or her death, his or her legal representatives, legatees, or distributees) such written representations,
if any, concerning his or her intentions with regard to the retention or disposition of the shares being
acquired by exercise of such Option and such written covenants and agreements, if any, as to the
manner of disposal of such shares as, in the opinion of counsel to Company, may be necessary to
ensure that any disposition by such Holder (or in the event of his or her death, his or her legal
representatives, legatees, or distributees), will not involve a violation of the Securities Act of 1933,
as amended, or any similar or superseding statute or statutes, or any other applicable state or federal
statute or regulation, as then in effect.  Certificates for shares of Stock, when issued, may have the
following legend, or statements of other applicable restrictions, endorsed thereon, and may not be
immediately transferable:</FONT></LI>

<BR WP="BR1"><BR WP="BR2">  </OL>
</OL>

<P><FONT FACE="Times New Roman">				The shares of Stock evidenced by this certificate have been issued to the registered owner
in reliance upon written representations that these shares have been purchased for
investment.  These shares may not be sold, transferred, or assigned unless, in the opinion of
Company and its legal counsel, such sale, transfer, or assignment will not be in violation of
the Securities Act of 1933, as amended, applicable rules and regulations of the Securities
and Exchange Commission, and any applicable state securities laws.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:5.	Limitation on Aggregate Value of Shares That May Become First Exercisable During Any Calendar
Year Under an Incentive Stock Option.  With respect to any Incentive Stock Option granted under this Plan, to the extent
that the aggregate Fair Market Value of shares of Stock exceed $100,000, then such excess over $100,000 shall not be
considered as subject to an Incentive Stock Option, but rather shall be considered as subject to a Nonstatutory Stock
Option.  This rule shall be applied by taking shares of Stock subject to Incentive Stock Options that are purchasable for
the first time in the calendar year into account in the order in which such Incentive Stock Options were granted.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:6.	Adjustments Upon Changes in Capitalization, Merger, Etc.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		A.	Method of Adjustment.  In the event of any change in the number of outstanding shares of
Stock effected without receipt of consideration therefor by Company (other than as a result of the conversion of
Company's Class B Common Stock into Class A Common Stock) by reason of a stock dividend, or split, combination,
exchange of shares or other recapitalization, merger, or otherwise, in which Company is the surviving corporation, the
aggregate number and class of the reserved shares, the number and class of shares subject to each outstanding Option,
and the exercise price of each outstanding Option shall be automatically adjusted to accurately and equitably reflect the
effect thereon of such change (provided that any fractional share resulting from such adjustment may be eliminated).
In the event of a dispute concerning such adjustment, the decision of the Committee shall be conclusive.  The number
of reserved shares or the number of shares subject to any outstanding Option shall be automatically reduced by any
fraction included therein which results from any adjustment made pursuant hereto.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		B.	Termination of Option.  The following provisions shall apply unless a Holder's Agreement
provides otherwise.  A dissolution or liquidation of Company; a sale of all or substantially all of the assets of Company
where it is contemplated that within a reasonable period of time thereafter Company will either be liquidated or
converted into a nonoperating company or an extraordinary dividend will be declared resulting in a partial liquidation
of Company (but in all cases only with respect to those employees whom it is anticipated will lose their employment
with Company and its Affiliates as a result of such sale of assets); a merger or consolidation (other than a merger
effecting a reincorporation of Company in another state or any other merger or a consolidation in which the shareholders
of the surviving corporation and their proportionate interests therein immediately after the merger or consolidation are
substantially identical to the shareholders of Company and their proportionate interests therein immediately prior to the
merger or consolidation) in which Company is not the surviving corporation (or survives only as a subsidiary of another
corporation in a transaction in which the shareholders of the parent of Company and their proportionate interests therein
immediately after the transaction are not substantially identical to the shareholders of Company and their proportionate
interests therein immediately prior to the transaction) shall cause every Option then outstanding to terminate, but the
Holders of each such then outstanding Option shall, in any event, have the right, immediately prior to such dissolution,
liquidation, sale of assets, merger, consolidation, or transaction, to exercise each such Option, to the extent not
theretofore exercised, without regard to the determination as to the periods and installments of exercisability made
pursuant to a Holder's Agreement if (and only if) such Options have not at that time expired or been terminated.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:7.	Rights as a Shareholder.  A Holder shall have no right as a shareholder with respect to any shares
covered by his or her Option until a certificate representing such shares is issued to him or her.  No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash or other property) or distributions or other rights for
which the record date is prior to the date such certificate is issued (except as provided in Sec. 6.6. hereof).</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:8.	Modification, Extension, and Renewal of Options.  Subject to the terms and conditions of and within
the limitations of the Plan, the Committee may modify, extend, or renew outstanding Options granted under the Plan,
or accept the surrender of Options outstanding hereunder (to the extent not theretofore exercised) and authorize the
granting of new Options hereunder in substitution therefor (to the extent not theretofore exercised).  The Committee
may not, however, without the consent of the Holder, modify any outstanding Incentive Stock Options so as to specify
a lower exercise price or accept the surrender of outstanding Incentive Stock Options and authorize the granting of new
Options in substitution therefor specifying a lower option price.  In addition, no modification of an Option granted
hereunder may, without the consent of the Holder, alter or impair any rights or obligations under any Option theretofore
granted hereunder to such Holder under the Plan, except as may be necessary with respect to Incentive Stock Options
to satisfy the requirements of Sec. 422 of the Code.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:9.	Furnish Information.  Each Holder shall furnish to Company all information requested by Company
to enable it to comply with any reporting or other requirements imposed upon Company by or under any applicable
statute or regulation.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:10.	Obligation to Exercise; Termination of Employment.  The granting of an Option hereunder
shall impose no obligation upon the Holder to exercise the same or any part thereof.  In the event of a Holder's
termination of employment with Company or an Affiliate, the unexercised portion of an Option granted hereunder shall
terminate in accordance with Sec. 6.4 hereof.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 6:11.	Agreement Provisions.  The Agreements authorized under the Plan shall contain such
provisions in addition to those required by the Plan (including, without limitation, restrictions or the removal of
restrictions upon the exercise of the Option and the retention or transfer of shares thereby acquired) as the Committee
deems advisable.  Each Agreement shall identify the Option evidenced thereby as an Incentive Stock Option or
Nonstatutory Stock Option, as the case may be, and no Agreement shall cover both an Incentive Stock Option and
Nonstatutory Stock Option.  Except as provided by Subsection&nbsp;B of Sec. 6.6, each Agreement relating to an Incentive
Stock Option granted hereunder shall contain such limitations and restrictions upon the exercise of the Incentive Stock
Option to which it relates as is necessary for the Incentive Stock Option to which such Agreement relates to constitute
an incentive stock option, as defined in Sec. 422 of the Code.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>Article VII</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">Duration of Plan</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	No Incentive Stock Options may be granted hereunder after the date that is ten (10) years from the earlier of:
(i) the date this Plan is adopted by the Board of Directors; or (ii) the date this Plan is approved by Company's
shareholders.  In addition, with respect to shares of Stock not currently covered by an outstanding Option, this Plan may
be terminated at any time by the Board of Directors.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>Article VIII</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">Amendment of Plan</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	The Board of Directors may, insofar as permitted by law, with respect to any shares at the time are not subject
to Options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that,
without the approval of the holders of a majority of the outstanding shares of voting stock of all classes of Company,
no such revision or amendment shall:  (a) change the number of shares of the Stock subject to the Plan, (b) change the
designation of the class of employees eligible to receive Options, (c) decrease the price at which Incentive Stock Options
may be granted, (d) remove the administration of the Plan from the Committee, or (e) without the consent of the affected
Holder, cause the Incentive Stock Options granted hereunder and outstanding at such time that satisfied the requirements
of Sec. 422 of the Code to no longer satisfy such requirements.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>Article IX</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">General</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:1.	Application of Funds.  The proceeds received by Company from the sale of shares pursuant to Options
shall be used for general corporate purposes.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:2.	Right of Company and Affiliates to Terminate Employment.  Nothing contained in the Plan, or in any
Agreement, shall confer upon any Holder the right to continue in the employ of Company or any Affiliate, or interfere
in any way with the rights of Company or any Affiliate to terminate his or her employment at any time.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:3.	No Liability for Good Faith Determinations.  Neither the members of the Board of Directors nor any
member of the Committee shall be liable for any act, omission, or determination taken or made in good faith with respect
to the Plan or any Option granted under it, and members of the Board of Directors and the Committee shall be entitled
to indemnification and reimbursement by Company in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is approved by independent legal counsel selected
by Company, and amounts paid in satisfaction of a judgment, except a judgment based on a finding of bad faith) arising
therefrom to the full extent permitted by law and under any directors and officers liability or similar insurance coverage
that may from time to time be in effect.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:4.	Information Confidential.  As partial consideration for the granting of each Option hereunder, the
Holder shall agree with Company that he or she will keep confidential all information and knowledge that he or she has
relating to the manner and amount of his participation in the Plan; provided, however, that such information may be
disclosed as required by law and may be given in confidence to the Holder's spouse, tax, and financial advisors, or to
a financial institution to the extent that such information is necessary to secure a loan.  In the event any breach of this
promise comes to the attention of the Committee, it shall take into consideration such breach, in determining whether
to recommend the grant of any future Option to such Holder, as a factor militating against the advisability of granting
any such future Option to such individual.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:5.	Other Benefits.  Participation in the Plan shall not preclude the Holder from eligibility in any other
stock option plan of Company or any Affiliate or any old age benefit, insurance, pension, profit sharing retirement,
bonus, or other extra compensation plans which Company or any Affiliate has adopted, or may, at any time, adopt for
the benefit of its employees.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:6.	Execution of Receipts and Releases.  Any payment of cash or any issuance or transfer of shares of
Stock to the Holder, or to his or her legal representative, heir, legatee, or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder.  The Committee may
require any Holder, legal representative, heir, legatee, or distributee, as a condition precedent to such payment, issuance,
or transfer, to execute a release and receipt therefor in such form as it shall determine.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:7.	No Guarantee of Interests.  Neither the Committee nor Company guarantees the Stock of Company
from loss or depreciation.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:8.	Payment of Expenses.  All expenses incident to the administration, termination, or protection of the
Plan, including, but not limited to, legal and accounting fees, shall be paid by Company or its Affiliates.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:9.	Company Records.  Records of Company or its Affiliates regarding the Holder's period of
employment, termination of employment and the reason therefor, leaves of absence, re-employment, and other matters
shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:10.	Information.  Company and its Affiliates shall, upon request or as may be specifically
required hereunder, furnish or cause to be furnished, all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the Plan.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:11.	No Liability of Company.  Company assumes no obligation or responsibility to the Holder
or his or her personal representatives, heirs, legatees, or distributees for any act of, or failure to act on the part of, the
Committee.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:12.	Company Action.  Any action required of Company shall be by resolution of its Board of
Directors or by a person authorized to act by resolution of the Board of Directors.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:13.	Severability.  If any provision of this Plan is held to be illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable, and
the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:14.	Notices.  Whenever any notice is required or permitted hereunder, such notice must be in
writing and personally delivered or sent by mail.  Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third
business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the
person who is to receive it at the address which such person has theretofore specified by written notice delivered in
accordance herewith.  Company or a Holder may change, at any time and from time to time, by written notice to the
other, the address which it or he had theretofore specified for receiving notices.  Until changed in accordance herewith,
Company and each Holder shall specify as its and his or her address for receiving notices the address set forth in the
Agreement pertaining to the shares to which such notice relates.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:15.	Waiver of Notice.  Any person entitled to notice hereunder may waive such notice.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:16.	Successors.  The Plan shall be binding upon the Holder, his or her heirs, legatees, and legal
representatives, upon Company, its successors, and assigns, and upon the Committee, and its successors.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:17.	Headings.  The titles and headings of Sections and Subsections are included for convenience
of reference only and are not to be considered in construction of the provisions hereof.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:18.	Governing Law.  All questions arising with respect to the provisions of the Plan shall be
determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by
federal law.  Questions arising with respect to the provisions of an Agreement that are matters of contract law shall be
governed by the laws of the state specified in the Agreement, except to the extent Delaware corporate law conflicts with
the contract law of such state, in which event Delaware corporate law shall govern. The obligation of Company to sell
and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required
in connection with the authorization, issuance, sale, or delivery of such Stock.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:19.	Word Usage.  Words used in the masculine shall apply to the feminine where applicable, and
wherever the context of this Plan dictates, the plural shall be read as the singular and the singular as the plural.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Sec. 9:20.	Remedies.  Company may recover from a Holder reasonable attorneys' fees incurred in
connection with the enforcement of the terms and provisions of the Plan and any Agreement whether by an action to
enforce specific performance or for damages for its breach or otherwise.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>Article X</CENTER>
</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">Approval of Shareholders</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	The Plan shall take effect on the date it is adopted by the Board of Directors.  However, if this Plan is not
approved by the holders of a majority of the outstanding shares of Company's Class&nbsp;A and Class&nbsp;B Common Stock at
the Annual Meeting of Shareholders scheduled to be held in 2001, any Options granted hereunder shall be null, void,
and of no force and effect as of their grant date.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	IN WITNESS WHEREOF, Supreme Industries, Inc., acting by and through its officers hereunto duly
authorized has executed this instrument to be effective the 31st day of January, 2001.</FONT></P>

<P><FONT FACE="Times New Roman">						</FONT><FONT FACE="Times New Roman" SIZE="+1">SUPREME INDUSTRIES, INC</FONT><FONT FACE="Times New Roman">.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">						By:  /s/ Herbert M. Gardner	</FONT></P>

<P><FONT FACE="Times New Roman">								Herbert M. Gardner,</FONT></P>

<P><FONT FACE="Times New Roman">								Chairman of the Board</FONT></P>

<P><FONT FACE="Times New Roman">								and President</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-2">4346.01024/286527.2</FONT><FONT FACE="Arial"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">                                   Exhibit 5.1</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">                               Opinion of Counsel</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">                               LAW, SNAKARD &amp; GAMBILL</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                              A PROFESSIONAL CORPORATION</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                           1600 WEST 7TH STREET, SUITE 500</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                               FORT WORTH, TEXAS 76102</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">                                 AREA (817) 335-7373</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                                   METRO 429-2991</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                                  FACSIMILE 332-7473</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                                  DIRECT DIAL NUMBER</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                                    (817) 878-6307</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">                                    April 3, 2003</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">Supreme Industries, Inc.</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">2581 E. Kercher Road</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">Goshen, IN<STRONG> </STRONG>46528</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">                         Re: Form S-8 Registration Statement</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">Gentlemen:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     We have acted as counsel to Supreme Industries, Inc., a Delaware corporation
(the "Company"), in connection with the proposed offering of the following shares
of the Company's Class A Common Stock, $.10 par value (the "Common Stock"):</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     (1) 420,000 shares of Common Stock issuable by the Company upon the</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         exercise of presently outstanding options granted under the Company's</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         2001 Stock Option Plan (the "Plan"); and</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     (2) 330,000 shares of Common Stock issuable upon exercise of options not</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         yet granted under the Plan.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     All of the above shares of Common Stock are offered pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") to which this
opinion is being filed as an exhibit.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     In our capacity as counsel to the Company, we have examined and relied upon
the Company's Certificate of Incorporation and Bylaws, as amended, the Plan, and
the records of corporate proceedings with respect to the approval of the proposed
registration and the offering and sale of the shares of Common Stock thereunder,
and have made such other investigations as we have deemed necessary and prudent
for the purposes of the opinions expressed herein.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     Based upon the foregoing, but subject to the penultimate paragraph of this
letter, we are of the opinion that:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     (1) All of the above described shares of Common Stock have been duly</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         authorized;</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     (2) When (a) the Registration Statement shall become effective; (b) the</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         applicable provisions of the securities laws of the various states</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         have been complied with; and (c) the 350,000 shares of Common Stock</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         issuable upon the exercise of presently outstanding options granted</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         under the Plan and the 400,000 shares issuable upon exercise of</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         options not yet granted under the Plan have been issued and paid for</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         in accordance with (i) the terms and conditions set forth in the</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         Registration Statement and (ii) the terms and conditions in the Plan</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         and related documents entered or to be entered into between the</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         Company and a particular optionee, then, upon delivery of such shares</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         of Common Stock, such Common Stock will be legally issued, fully paid</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">         and nonassessable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     This opinion is limited to the matters expressly set forth herein, and no
opinion is implied or may be inferred beyond the matters expressly so stated.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the aforesaid Registration Statement and
further consent to the use of our name wherever appearing in the Registration
Statement and any subsequent amendments thereto.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">
                                          Respectfully Submitted,</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">
                                          /s/ Law, Snakard &amp; Gambill, P.C.</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">							LAW, SNAKARD &amp; GAMBILL, P.C.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">
                             Exhibit 23.2</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1"> </FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                   Consent of Independent Accountants</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 2003 relating to the
financial statements and financial statement schedule as of December 28, 2002 and
December 31, 2001 and for each of the two years in the period ended December 28,
2002, which appear in Supreme Industries, Inc.'s Annual Report on Form 10-K for
the year ended December 28, 2002.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1"></FONT><FONT FACE="Courier New" SIZE="-1">
                                           /s/ Crowe Chizek and Company LLC</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">						       Crowe Chizek and Company LLC</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">
South Bend, Indiana</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">April 8, 2003</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">
                               Exhibit 23.1</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">                         [CONTAINED IN EXHIBIT 5.1]                          </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">
                            EXHIBIT 24.1</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">                              POWER OF ATTORNEY</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of
Supreme Industries, Inc., a Delaware corporation (the "Company") hereby
constitutes and appoints Herbert M. Gardner and Robert W. Wilson, or either of
them, his true and lawful attorney in fact and agent, with the full power of
substitution and resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-8 and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission for the purpose of registering, under the
Securities Act of 1933, shares of Company's Class A common stock ("Common Stock")
issuable upon the exercise of options granted under the Company's 2001 Stock
Option Plan granting unto said attorney in fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents and purposes as he may, might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
may lawfully do or cause to be done by virtue hereof.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">     IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
effective the 3rd day of April, 2003.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">SIGNATURES                                TITLE</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">/s/ Herbert M. Gardner                    Chairman of the Board</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">Herbert M. Gardner                        and President, Director</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                                          (Principal Executive Officer)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">/s/ William J. Barrett                    Secretary, Assistant</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">William J. Barrett                        Treasurer, Director</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">/s/ Omer G. Kropf                         Executive Vice President</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">Omer G. Kropf                             and Director</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">/s/ Robert W. Wilson                      Executive Vice President,</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">Robert W. Wilson                          Treasurer, Chief Financial Officer,</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                                          Assistant Secretary, and Director</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                                         (Principal Financial and </FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">                                          Accounting Officer)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">/s/ Rice M. Tilley, Jr.				Assistant Secretary,</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">Rice M. Tilley, Jr.				Director</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">/s/ Robert J. Campbell                    Director</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">Robert J. Campbell</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Courier New" SIZE="-1">/s/ H. Douglas Schrock				Director</FONT></P>

<P><FONT FACE="Courier New" SIZE="-1">H. Douglas Schrock</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="-2">4346.</FONT><FONT FACE="Times New Roman" SIZE="-2">01024/</FONT><FONT FACE="Times New Roman" SIZE="-2">286527.5</FONT><FONT FACE="Times New Roman"></FONT></P>

</BODY>
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{"company-data": {"conformed-name": "SUPREME INDUSTRIES INC", "cik": "0000350846", "assigned-sic": "3713", "irs-number": "751670945", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104386", "film-number": "03643059"}, "business-address": {"street1": "65140 US 33 E", "street2": "PO BOX 237", "city": "GOSHEN", "state": "IN", "zip": "46526", "phone": "2196423070"}, "mail-address": {"street1": "P O BOX 237", "street2": "65140 U S 33 EAST", "city": "GOSHEN", "state": "IN", "zip": "46526"}, "former-company": {"former-conformed-name": "EXPLORATION SURVEYS INC", "date-changed": "19850813"}}
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Commission File No. 1-8183
SUPREME INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE                                             75-1670945
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                          Identification No.)
2581 E. Kercher Road
P.O. Box 237
GOSHEN, INDIANA 46528
(Address, including zip code, of registrant's
principal executive offices)
SUPREME INDUSTRIES, INC.
2001 STOCK OPTION PLAN
(Full title of the plan)
RICE M. TILLEY, JR.
LAW, SNAKARD & GAMBILL, P.C.
1600 West 7th Street, Suite 500
FORT WORTH, TEXAS 76102
(817) 878-6350
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
VERNON E. REW, Jr.
LAW, SNAKARD & GAMBILL, P.C.
1600 West 7th Street, Suite 500
FORT WORTH, TEXAS 76102
(817) 878-6307
CALCULATION OF REGISTRATION FEE
Proposed       Proposed
maximum        maximum
Title of                         offering       aggregate       Amount of
securities to       Amount to      price          offering        registration
be registered     be registered    per share      price           fee
Class A Common
Stock (par value
$.10 per share)    295,000(1)      $5.60(2)      $1,652,000(3)       $133.81
Class A Common
Stock (par value
$.10 per share)     85,000(1)       $3.13(2)      $  266,050(3)       $21.55
Class A Common
Stock (par value
$.10 per share)     30,000(1)      $6.16(2)      $  184,800(3)       $14.97
Class A Common
Stock (par value
$.10 per share)     10,000(1)      $4.15(2)      $   41,500(3)        $3.36
Class A Common     330,000(4)      $4.39(5)      $1,448,700(6)      $117.35
Stock (par value
$.10 per share)
(1) Issuable upon exercise of presently outstanding options issued under
registrant's 2001 Stock Option Plan.  This Registration Statement also covers
such indeterminable number of additional shares as may become deliverable due to
future adjustments under terms of such Plan.
(2) Computed in accordance with Rule 457(h) solely for the purpose of calculating
the registration fee.  Computation based on the weighted average exercise price
(rounded to nearest cent) at which the options outstanding whose exercise will
result in the issuance of the shares being registered may be exercised.
(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
price for all presently outstanding options described in note (1) above.
(4) Issuable upon exercise of options not yet granted under the 2001 Stock Option
Plan.  This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable due to future adjustments under terms
of such Plan.
(5) Computed in accordance with Rule 457(h) solely for the purpose of calculating
the registration fee.  Computation based on the average of the high and low
prices of the Class A Common Stock as reported on the American Stock Exchange on
April 2, 2003, given that the price, at which options to be granted in the future
may be exercised, is not currently determinable.
(6) Calculated in accordance with Rule 457(h) based on the average of the high
and low prices of the Class A Common Stock as reported on the American Stock
Exchange on April 2, 2003, for options not yet granted under the 2001 Stock
Option Plan.
This Registration Statement shall be deemed to cover securities resulting
from stock splits, stock dividends or similar transactions as provided in Rule
416(c) of the Act.  Pursuant thereto, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the stock
option plan described herein.
Part I
Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as part of this Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed (Commission File No. 1-8183) with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), are, as of their respective
dates, incorporated in this Registration Statement by reference and made a part
hereof:
(1)  The Annual Report on Form 10-K of Supreme Industries, Inc. (the "Company"
or "Registrant") for the fiscal year ended December 28, 2002;
(2)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the Annual Report referred
     to in (1) above.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in and a part of this Registration Statement from the
date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in a subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4.  DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with this offering have been passed upon
for the Company by Law, Snakard & Gambill, a Professional Corporation, Fort
Worth, Texas.  Rice M. Tilley, Jr. is a shareholder of Law, Snakard & Gambill,
P.C., and a Director and Assistant Secretary of the Company.  Mr. Tilley is the
beneficial owner of 24,148 shares of Company's Class A Common Stock and holds
stock options to purchase 15,663 shares of Company's Class A Common Stock.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and Bylaws, and Indemnification
Agreements between the Company and each of its directors and officers, provide
that the Company shall indemnify all directors and officers of the Company to the
full extent permitted by the Delaware General Corporation Law.  Under such
provisions any director or officer, who in his capacity as such, is made or
threatened to be made, a party to any suit or proceeding, shall be indemnified
if such director or officer 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
Company.  The Certificate of Incorporation, Bylaws, such Indemnification
Agreements, and the Delaware General Corporation Law further provide that such
indemnification is not exclusive of any other rights to which such individuals
may be entitled under the Certificate of Incorporation, Bylaws, such
Indemnification Agreements or any Agreement, vote of stockholders or
disinterested directors, or otherwise.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8.  EXHIBITS.
Exhibit Number    Description
4.1               2001 Stock Option Plan.
5.1               Opinion of Counsel as to legality of securities being
registered.
23.1               Consent of Counsel (contained in Exhibit 5.1).
23.2               Consent of Independent Accountants.
24.1               Power of Attorney.
ITEM 9.  UNDERTAKINGS
(a) The 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 to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under that Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURE
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 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, State of New York, on April 3, 2003.
SUPREME INDUSTRIES, INC.
By: /s/ Herbert M. Gardner
Name: Herbert M. Gardner
Title: Chairman of the Board of Directors,
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on April 3, 2003, by the following persons
in the capacities indicated.
Signatures                    Title                         Date
/s/ Herbert M. Gardner    Chairman of the Board           	     April 3, 2003
Herbert M. Gardner        and President
(Principal Executive Officer)
/s/ Omer G. Kropf         Executive Vice President               April 3, 2003
Omer G. Kropf             and Director
/s/ William J. Barrett    Secretary, Assistant                   April 3, 2003
William J. Barrett        Treasurer, Director
/s/ Robert W. Wilson     Executive Vice President,               April 3, 2003
Robert W. Wilson         Treasurer, Chief Financial
Officer and Assistant
Secretary (Principal
Financial and Accounting
Officer)
/s/ Rice M. Tilley, Jr.	 Assistant Secretary, Director           April 3, 2003
/s/ Robert J. Campbell   Director                                April 3, 2003
Robert J. Campbell
/s/ H. Douglas Schrock   Director                                April 3, 2003
H. Douglas Schrock
EXHIBIT INDEX
EXHIBIT
NUMBER            DESCRIPTION
4.1               2001 Stock Option Plan.
5.1               Opinion of Counsel as to legality of securities
being registered.
23.1              Consent of Counsel (contained in Exhibit 5.1).
23.2              Consent of Independent Accountants.
24.1              Power of Attorney.
4346.
01024/
286527.5
Exhibit 4.1
2001 Stock Option Plan
of
Supreme Industries, Inc.
Table of Contents
Page
Article I:  Definitions	1
Sec. 1:1.	Act	1
Sec. 1:2.	Affiliates	1
Sec. 1:3.	Agreement	2
Sec. 1:4.	Board of Directors	2
Sec. 1:6.	Committee	2
Sec. 1:7.	Eligible Individuals	2
Sec. 1:8.	Fair Market Value	2
Sec. 1:9.	Holder	2
Sec. 1:10.	Incentive Stock Options	2
Sec. 1:11.	Nonstatutory Stock Options	2
Sec. 1:12.	Options	2
Sec. 1:13.	Stock	2
Article II:  Stock and Maximum Number of Shares Subject to the Plan	3
Sec. 2:1.	Description of Stock and Maximum Shares Allocated	3
Sec. 2:2.	Restoration of Shares	3
Article III:  Administration of the Plan	3
Sec. 3:1.	Stock Option Committee	3
Sec. 3:2.	Duration, Removal, Etc.	3
Sec. 3:3.	Meetings and Actions of Committee	3
Sec. 3:4.	Committee's Powers	3
Article IV:  Eligibility and Participation	4
Sec. 4:1.	Eligible Individuals	4
Sec. 4:2.	No Right to Option	4
Article V:  Grant of Options and Certain Terms of the Agreements	4
Sec. 5:1.	Determination of Eligible Individuals	4
Sec. 5:2.	Date of Grant	5
Sec. 5:3.	Stock Option Agreement	5
Sec. 5:4.	Forfeiture of Stock	5
Sec. 5:5.	Cash Awards	5
Article VI:  Terms and Conditions of Options	6
Sec. 6:1.	Number of Shares	6
Sec. 6:2.	Exercise Price	6
Sec. 6:3.	Medium and Time of Payment, Method of Exercise, and
Withholding Taxes	7
Sec. 6:4.	Terms, Time of Exercise, and Transferability of Options	8
Sec. 6:5.	Limitation on Aggregate Value of Shares That
May Become First Exercisable During Any
Calendar Year Under an Incentive Stock Option	11
Sec. 6:6.	Adjustments Upon Changes in Capitalization, Merger, Etc.	12
Sec. 6:7.	Rights as a Shareholder	12
Sec. 6:8.	Modification, Extension, and Renewal of Options	13
Sec. 6:9.	Furnish Information	13
Sec. 6:10.	Obligation to Exercise; Termination of Employment	13
Sec. 6:11.	Agreement Provisions	13
Article VII:  Duration of Plan	14
Article VIII:  Amendment of Plan	14
Article IX:  General	14
Sec. 9:1.	Application of Funds	14
Sec. 9:3.	No Liability for Good Faith Determinations	14
Sec. 9:4.	Information Confidential	15
Sec. 9:5.	Other Benefits	15
Sec. 9:6.	Execution of Receipts and Releases	15
Sec. 9:7.	No Guarantee of Interests	15
Sec. 9:8.	Payment of Expenses	15
Sec. 9:9.	Company Records	15
Sec. 9:10.	Information	15
Sec. 9:11.	No Liability of Company	16
Sec. 9:12.	Company Action	16
Sec. 9:13.	Severability	16
Sec. 9:14.	Notices	16
Sec. 9:15.	Waiver of Notice	16
Sec. 9:16.	Successors	16
Sec. 9:17.	Headings	16
Sec. 9:18.	Governing Law	16
Sec. 9:19.	Word Usage	17
Sec. 9:20.	Remedies	17
Article X:  Approval of Shareholders	17
2001 Stock Option Plan
of
Supreme Industries, Inc.
This Supreme Industries, Inc. 2001 Stock Option Plan (the "Plan") provides for the granting of:
(a)	Incentive Stock Options (hereinafter defined) to certain  key employees of Supreme Industries, Inc.,
a Delaware corporation ("Company"), and/or its Affiliates (hereinafter defined), and
(b)	Nonstatutory Stock Options (hereinafter defined) to certain key employees of Company, and/or its
Affiliates, and to certain individuals who are not employees of Company or its Affiliates.
The purpose of the Plan is to provide an incentive for key employees of Company and/or its Affiliates, and for
individuals who are not employees of Company and/or its Affiliates but who from time to time provide substantial
advice or other assistance or services to Company and/or its Affiliates, to remain in the service of Company and/or its
Affiliates or continue to provide such assistance, to extend to them the opportunity to acquire a proprietary interest in
Company so that they will apply their best efforts for the benefit of Company, and to aid Company in attracting able
persons to enter the service of Company and/or its Affiliates or provide such assistance.
Article I
Definitions
Sec. 1:1.	Act.  "Act" shall mean the Securities Exchange Act of 1934, as amended.
Sec. 1:2.	Affiliates.  "Affiliates" shall mean:  (a) any corporation, other than Company, in an unbroken chain
of corporations ending with Company if each of the corporations, other than Company, owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such
chain; and (b) any corporation, other than Company, in an unbroken chain of corporations beginning with Company if
each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
Sec. 1:3.	Agreement.  "Agreement" shall mean the written agreement between Company and a Holder
evidencing the Option granted by Company and the understanding of the parties with respect thereto.
Sec. 1:4.	Board of Directors.  "Board of Directors" shall mean the board of directors of Company.
Sec. 1:5.	Code.  "Code" shall mean the Internal Revenue Code of 1986, as amended.
Sec. 1:6.	Committee.  "Committee" shall mean the committee designated in Article III hereof by the Board of
Directors to administer this Plan.
Sec. 1:7.	Eligible Individuals.  "Eligible Individuals" shall mean:  (a) key employees, including officers and/or
directors who are also employees of Company and/or of any of its Affiliates; and (b) individuals who are not employees
of Company and/or of its Affiliates but who from time to time provide substantial advice or other assistance or services
to Company and/or its Affiliates.
Sec. 1:8.	Fair Market Value.  "Fair Market Value" shall mean, if the Stock is traded on one or more established
markets or exchanges, the mean of the opening and closing prices of the Stock on the primary market or exchange on
which the Stock is traded, and if the Stock is not so traded or the Stock does not trade on the relevant date, the value
determined in good faith by the Board of Directors.  For purposes of valuing Incentive Stock Options, the Fair Market
Value of stock shall be determined without regard to any restriction other than one which, by its terms, will never lapse.
Sec. 1:9.	Holder.  "Holder" shall mean an Eligible Individual to whom an Option has been granted.
Sec. 1:10.	Incentive Stock Options.  "Incentive Stock Options" shall mean stock options that are
intended to satisfy the requirements of Sec. 422 of the Code.
Sec. 1:11.	Nonstatutory Stock Options.  "Nonstatutory Stock Options" shall mean stock options that
are not intended to be, or are not denominated as, Incentive Stock Options.
Sec. 1:12.	Options.  "Options" shall mean either Incentive Stock Options or Nonstatutory Stock Options,
or both.
Sec. 1:13.	Stock.  "Stock" shall mean Company's authorized $.10 par value Class A Common Stock.
Article II
Stock and Maximum Number of Shares Subject to the Plan
Sec. 2:1.	Description of Stock and Maximum Shares Allocated.  The Stock which Options granted hereunder
give a Holder the right to purchase may be unissued or reacquired shares of Stock, as the Board of Directors may, in
its sole and absolute discretion, from time to time determine.  Subject to the adjustments in Sec. 6.6 hereof, the aggregate
number of shares of Stock to be issued pursuant to the exercise of all Options granted hereunder may equal, but may
not exceed, 750,000 shares of Company's Stock.
Sec. 2:2.	Restoration of Shares.  If an Option hereunder expires, terminates, or is not exercised for any reason
during the term of this Plan, the shares of Stock which were subject to such Option shall be "restored" to the Plan by
again being available for Options granted after the shares' restoration, effective as of the first day of the year following
such expiration, termination, or non-exercise.
Article III
Administration of the Plan
Sec. 3:1.	Stock Option Committee.  This Plan will be administered by a Committee consisting of between three
and six members to be appointed by Company's Board of Directors.  The members of the Stock Option Committee must
be members of the Company's Board of Directors.
Sec. 3:2.	Duration, Removal, Etc.  The members of the Committee shall serve at the pleasure of the Board of
Directors, which shall have the power, at any time and from time to time, to remove members from the Committee or
to add members thereto.  Vacancies on the Committee, however caused, shall be filled by the Board of Directors.
Sec. 3:3.	Meetings and Actions of Committee.  The Committee shall elect one of its members as its Chairman
and shall hold its meetings at such times and places as it may determine.  All decisions and determinations of the
Committee shall be made by the majority vote of all of its members present at a meeting; provided, however, that any
decision or determination reduced to writing and signed by all of the members of the Committee shall be as fully
effective as if it had been made at a meeting duly called and held.  The Committee may make any rules and regulations
for the conduct of its business that are not inconsistent with the provisions hereof and with the Bylaws of Company.
Sec. 3:4.	Committee's Powers.  Subject to the express provisions hereof, the Committee shall have the authority,
in its sole and absolute discretion to: (a) adopt, amend, and rescind administrative and interpretive rules and regulations
relating to the Plan; (b) determine the terms and provisions of the respective Agreements (which need not be identical),
including provisions defining or otherwise relating to:  (i) subject to Article VI of the Plan, the term and the period or
periods and extent of exercisability of the Options, (ii) the extent to which the transferability of shares of Stock issued
upon exercise of Options is restricted, (iii) the effect of termination of employment upon the exercisability of the
Options, and (iv) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal
Revenue Service); (c) accelerate the time of exercisability of any Option that has been granted; (d) construe the
respective Option Agreements and the Plan; and (e) make all other determinations and perform all other acts necessary
or advisable for administering the Plan, including the delegation of such ministerial acts and responsibilities as the
Committee deems appropriate.  The Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Agreement in the manner and to the extent it shall deem expedient to carry it into
effect, and it shall be the sole and final judge of such expediency.  The determination of the Committee on the matters
referred to in this Sec. 3.4 shall be final and conclusive.
Article IV
Eligibility and Participation
Sec. 4:1.	Eligible Individuals.  Options may be granted hereunder only to persons who are Eligible Individuals
at the time of the grant thereof.  Notwithstanding any provision contained herein to the contrary, a person may not
receive an Incentive Stock Option hereunder unless he or she is an employee of Company and/or an Affiliate, nor shall
a person be eligible to receive an Incentive Stock Option hereunder if he or she, at the time such Option is granted,
would own (within the meaning of Secs. 422 and 424 of the Code) stock possessing more than ten percent (10%) of the
total combined voting power or value of all classes of stock of Company or an Affiliate, unless at the time such Incentive
Stock Option is granted the exercise price per share is at least one hundred ten percent (110%) of the Fair Market Value
of each share of stock to which the Incentive Stock Option relates and the Incentive Stock Option is not exercisable after
the expiration of five (5) years from the date it is granted.
Sec. 4:2.	No Right to Option.  The adoption of the Plan shall not be deemed to give any person a right to be
granted an Option.
Article V
Grant of Options and Certain Terms of the Agreements
Sec. 5:1.	Determination of Eligible Individuals.  Subject to the express provisions hereof, the Committee shall
determine which Eligible Individuals shall be granted Options hereunder from time to time.  In making grants, the
Committee shall take into consideration the contribution the potential Holder has made or may make to the success of
Company and/or its Affiliates along with such other considerations as the Board of Directors may from time to time
specify.  The Committee shall also determine the number of shares subject to each of such Options and shall authorize
and cause Company to grant Options in accordance with such determinations.
Sec. 5:2.	Date of Grant.  The date on which the Committee completes all action constituting an offer of an
Option to an individual, including the specification of the number of shares of Stock to be subject to the Option, shall
be the date on which the Option covered by an Agreement is granted, even though certain terms of the Agreement may
not be determined at such time and even though the Agreement may not be executed until a later time.  For purposes
of the preceding sentence, an offer shall be deemed made if the Committee has completed all such action and has
communicated the grant thereof to the potential Holder.  In no event, however, may an Optionee gain any rights in
addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the
Option and the actual execution of the Agreement by Company and the Optionee.
Sec. 5:3.	Stock Option Agreement.  Each Option granted hereunder shall be evidenced by an Agreement,
executed by Company and the Eligible Individual to whom the Option is granted, incorporating such terms as the
Committee deems necessary or desirable.  More than one Option may be granted hereunder to the same Eligible
Individual and be outstanding concurrently hereunder.  In the event an Eligible Individual is granted both one or more
Incentive Stock Options and one or more Nonstatutory Stock Options, such grants shall be evidenced by separate
Agreements, one for each of the Incentive Stock Option grants and one for each of the Nonstatutory Stock Option
grants.
Sec. 5:4.	Forfeiture of Stock.  Each Agreement may provide for conditions giving rise to the forfeiture of the
Stock acquired pursuant to an Option granted hereunder and/or such restrictions on the transferability of shares of Stock
acquired pursuant to an Option granted hereunder as the Committee in its sole and absolute discretion deems proper or
advisable.  Such conditions giving rise to forfeiture may include, but need not be limited to, the requirement that the
Holder render substantial services to Company and/or its Affiliates for a specified period of time.  Such restrictions on
transferability may include, but need not be limited to, options and rights of first refusal in favor of Company.
Sec. 5:5.	Cash Awards.  In addition, the Board of Directors may authorize the Committee to grant cash awards
payable in connection with the exercise of an Option upon such terms and conditions as are specified by the Board of
Directors; provided that no such cash award shall be effective unless it complies with any applicable requirements for
exemption from liability pursuant to Rule 16b-3 promulgated under the Act.
Article VI
Terms and Conditions of Options
All Options granted hereunder shall comply with, be deemed to include, and shall be subject to, the following
terms and conditions:
Sec. 6:1.	Number of Shares.  Each Agreement shall state the number of shares of Stock to which it relates.
Except to the extent an Agreement otherwise provides, the following limitations shall apply to the exercise of each
Option:
A.	First Year.  A Holder may not exercise his or her Option during the first twelve (12) month
period following the date of grant of such Option.
B.	After First Year.  A Holder may exercise up to (but not more than) one-third of the total
shares of Stock subject to his or her Option at any time after the first twelve (12) month period following the day of
grant of such Option.
C.	After Second Year.  A Holder may exercise up to (but not more than) two-thirds of the total
shares of Stock subject to his or her Option at any time after the first twenty-four (24) month period following the date
of grant of such Option.
D.	After Third Year.  A Holder may exercise all of the shares of Stock subject to his or her
Option at any time after the first thirty-six (36) month period following the date of grant of such Option.
E.	Senior Status.  Notwithstanding the limitations stated above, if a Holder is sixty-five (65)
years of age or older at the time his or her Option is granted, such Holder may exercise up to (but not more than)
one-half of the total shares of Stock subject to such Option at any time during the first twelve (12) month period
following the date of grant of such Option and thereafter may exercise all of the shares of Stock subject to such Option.
F.	De Minimus Limitation.  Subject to the limitations stated above, each Option may be
exercised at one time or on several successive occasions; however, each Option may not be exercised in an amount less
than one hundred (100) shares at any one time (unless such exercise is being made as to the entire portion of Stock
which may be purchased pursuant to this Plan).
Sec. 6:2.	Exercise Price.  Each Agreement shall state the exercise price per share of Stock.  The exercise price
per share of stock subject to an Incentive Stock Option shall not be less than the greater of:  (a) the par value per share
of the Stock; or (b) one hundred percent (100%) of the Fair Market Value per share of Company's Stock on the date of
the grant of the Option.  The exercise price per share of stock subject to a Nonstatutory Stock Option shall not be less
than fifty percent (50%) of the Fair Market Value per share of the Stock on the date of the grant of the Option.
Sec. 6:3.	Medium and Time of Payment, Method of Exercise, and Withholding Taxes.
A.	Exercise of Option.  Except as otherwise permitted below, the exercise price of stock covered
by an Option shall be payable upon the exercise of the Option in cash, by certified or cashier's check.  Exercise of an
Option shall not be effective until Company has received written notice of exercise.  Such notice must specify the
number of whole shares to be purchased and be accompanied by payment in full of the aggregate exercise price of the
number of shares purchased.  Company shall not in any case be required to sell, issue, or deliver a fractional share with
respect to any Option.
1.	Stock-for-Stock Exercise. With the consent of the Committee, the Holder may pay
the exercise price with shares of Stock of Company which have been held by the Holder for at least six (6) months prior
to the date of exercise, or with the consent of the Committee, by a combination of cash and such shares.  Such Stock
shall be duly endorsed for transfer to Company.  Such Stock shall be deemed to have a fair market value on the date of
delivery equal to the aggregate purchase price of the shares with respect to which such Option or portion thereof is being
exercised.
2.	Cashless Exercise/Sale Method.  With the consent of the Committee, payment in
full of the exercise price of the Option may be made through the Company's receipt of a copy of instructions to a broker
directing such broker to sell the Stock for which the Option is being exercised, to remit to the Company an amount equal
to the aggregate exercise price of such Option, with the balance being remitted to Holder.
B.	New Options.  In the event that a Holder pays the exercise price of his Option, in whole or
in part, with previously owned shares of Stock, pursuant to the rules specified above, then, if and to the extent approved
by the Committee, in addition to the shares of Stock purchased pursuant to the Option exercise, such Holder shall also
receive a new Option, subject to the terms and conditions set forth below and in the Holder's individual Stock Option
Agreement.  Upon exercise of the Option with payment in the form of either shares of Stock or a combination of cash
and shares of Stock, the Committee may, in its sole and absolute discretion, grant the Holder a new Option for shares
of Stock equal to the number of shares that were delivered by the Holder to Company to pay, in whole or in part, the
exercise price of the previous Option.  The exercise price of the new Option shall be equal to at least 100% of the Fair
Market Value per share of the Stock on the date of the exercise of the previous Option. Provided, however, the new
Option cannot be exercised by the Holder until the later of:  (1) the exercisability dates specified in the individual Option
Agreement; or (2) six (6) months after the date of grant.  As a further condition on the exercisability of the new Option,
the shares of Stock received by the Holder upon exercise of his or her previous Option must be held by the Holder for
at least six (6) months prior to any sale of such shares by the Holder.  Any sale of such shares by a Holder prior to the
expiration of the six (6) month holding period shall render the new Option non-exercisable.  Nothing in this paragraph
shall prevent the Committee from granting a Holder another new Option in the future when the previous new Option
is exercised by the Holder with the payment of previously owned shares of Stock.
C.	Withholding.
1.	General.  The Committee may, in its discretion, require a Holder to pay to Company
at the time of exercise of an Option (or portion thereof) the amount that Company deems necessary to satisfy its
obligation to withhold Federal, state, or local income or other taxes incurred by reason of the exercise.  Upon the
exercise of an Option requiring tax withholding, a Holder may make a written request to have shares of stock withheld
by Company from the shares otherwise to be received.  The number of shares so withheld shall have an aggregate Fair
Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes.  The acceptance of any such
request by a Holder shall be at the sole discretion of the Committee, including, if deemed necessary by the Committee,
approval by the Securities and Exchange Commission and the satisfaction of any additional requirements necessary to
obtain such approval.
2.	Additional Sec. 16b Requirements.  Currently, with respect to Option holders subject
to liability under Section 16b of the Act, such additional requirements include the following:  (1) any previously owned
shares of Stock used to satisfy the withholding obligation must have been held by the taxpayer for at least six (6)
months, and any Option shares otherwise issuable hereunder to be withheld to satisfy such obligations may be so
withheld only if both the exercise of the Option and the election to have shares withheld are made at least six (6) months
after the date of grant; (2) the Option holder's election must be made:  (a) at least six (6) months less one day
prior to
the date on which the option exercise becomes taxable, or (b) within a 10-day "window period" beginning on the third
business day following the release of Company's annual or quarterly financial reports and ending on the twelfth day
thereafter (but in no event later than the date the option exercise becomes taxable); (3) Company has been subject to
the Act's reporting requirements for more than a year and has filed all reports and statements required to be filed
pursuant to Section 13 of the Act; (4) Company regularly issues quarterly or annual summary statements of sales and
earnings; (5) all members of the Committee administering the Plan with respect to Option holders subject to liability
under Section 16b of the Act are "disinterested" in accordance with Rule 16b-3 promulgated under the Act; (6) the
Committee will be empowered to consent to or disapprove an Option holder's withholding election; and (7) any
withholding election will be required to be irrevocable.
Sec. 6:4.	Terms, Time of Exercise, and Transferability of Options.
Decrease in Term of Option.  In addition to such other terms and conditions as may be
included in a particular Agreement granting an Option, an Option shall be exercisable during a
Holder's lifetime only by him or her or by his or her guardian or legal representative (or assignee after
a permitted assignment).  An Incentive Stock Option shall not be transferrable other than by will or
by the laws of descent and distribution.  A non-statutory stock option shall not be transferrable other
than by will or the laws of descent and distribution or to a qualified charity or a member of the
Holder's family.  For this purpose, a "qualified charity" shall mean an organization described in
Section 170(c) of the Internal Revenue Code of 1986, as amended.  Each Option shall also be subject
to the following terms and conditions (except to the extent a Holder's Agreement otherwise provides):
Termination of Employment or Directorship.
Voluntary Termination.  If a Holder ceases to be employed by at least one
of the employers in the group of employers consisting of Company and its
Affiliates because the Holder voluntarily terminates his or her employment with
such group of employers and the Holder does not remain or thereupon become a
director of Company or one or more of its Affiliates, or if a Holder ceases to be a
director of at least one of the corporations in the group of corporations consisting
of Company and its Affiliates and the Holder does not remain or thereupon become
an employee of Company or one or more of its Affiliates, the portion (if any) of an
Option that remains unexercised, including that portion (if any) that pursuant to the
Agreement is not yet exercisable, as of the date of the Holder's termination of
employment or ceasing to be a director, whichever occurs later, shall terminate and
cease to be exercisable as of such date (or ninety [90] days prior thereto if the
Holder elected to exercise his or her Option in anticipation of such termination [to
be determined in the sole discretion of the Committee]).
Termination for Cause.  If a Holder ceases to be employed by at least one
of the employers in the group of employers consisting of Company and its Affiliate
because any of such entities terminates the Holder's employment for cause, the
portion (if any) of an Option that remains unexercised, including that portion (if
any) that pursuant to the Agreement is not yet exercisable, at the time of the
Holder's termination of employment, shall terminate and cease to be exercisable
immediately upon such termination (or ninety [90] days prior thereto if the Holder
elected to exercise his or her Option in anticipation of such termination [to be
determined in the sole discretion of the Committee]).  A Holder's employment shall
be deemed terminated "for cause" if terminated by the Board of Directors of
Company (or the board of directors of an Affiliate) because of incompetence,
insubordination, dishonesty, other acts detrimental to the interest of Company
and/or its Affiliates, or any material breach by the Holder of any employment,
nondisclosure, noncompetition, or other contract with Company and/or one of its
Affiliates.  Whether "cause" exists shall be determined by such Board of Directors
in its sole discretion and in good faith.  The exercise of an option in anticipation of
a termination for cause shall be null and void.
Termination Without Cause.  If a Holder ceases to be employed by at least
one of the employers in the group of employers consisting of Company and its
Affiliates because one or more of such entities terminates the employment of the
Holder for otherwise than for "cause," and the Holder does not remain or thereupon
become a director of Company and/or one or more of its Affiliates, the Holder shall
have the right for thirty (30) days following such termination to exercise the Option
with respect to that portion thereof that has become exercisable pursuant to
Holder's Agreement as of the date of such termination, and thereafter the Option
shall terminate and cease to be exercisable.
Disability.  If a Holder ceases to be employed by at least one of the employers in
the group of employers consisting of Company and its Affiliates by reason of disability (as
defined in Sec. 22(e)(3) of the Code) and does not remain or thereupon become a director
of Company or one or more of its Affiliates, or if the Holder ceases by reason of such
disability to be a director of at least one of the corporations in the group of corporations
consisting of Company and its Affiliates, the Holder shall have the right for ninety (90) days
after the date of termination of employment with, or cessation of directorship of, such group
of employers by reason of disability, whichever occurs later, to exercise an Option to the
extent such Option is exercisable on the date of his or her termination of employment, and
thereafter the Option shall terminate and cease to be exercisable.
Death.  If a Holder dies while in the employ of Company or an Affiliate, or dies
while a director of Company or an Affiliate, his or her Option shall be exercisable by his or
her legal representatives, legatees, or distributees for six (6) months following the date of
the Holder's death to the extent such Option is exercisable on the Holder's date of death, and
thereafter the Option shall terminate and cease to be exercisable.
Term of Option.  Notwithstanding any other provision of this Plan, including the provisions
of Subsection A above, no Incentive Stock Option may be exercised after the expiration of ten (10)
years from the date it was granted (or the period specified in Sec. 4.1, if applicable).  The Committee
may prescribe in any Agreement that the Option evidenced thereby may be exercised in full or in part
as to any number of shares subject thereto at any time or from time to time during the term of the
Option, or in such installments at such times during said term as the Committee may prescribe.
Except as provided above and unless otherwise provided in any Agreement, an Option may be
exercised at any time or from time to time during the term of the Option.  Such exercise may be as to
any or all whole (but no fractional) shares which have become purchasable under the Option.
Issuance of Stock Certificates.  Within a reasonable time, or such time as may be permitted
by law, after Company receives written notice that the Holder has elected to exercise all or a portion
of an Option, such notice to be accompanied by payment in full of the aggregate exercise price of the
number of shares purchased, Company shall issue and deliver a certificate representing the shares
acquired as a result of the exercise and any other amounts payable in consequence of such exercise.
In the event that a Holder exercises both an Incentive Stock Option, or portion thereof, and a
Nonstatutory Stock Option, or a portion thereof, separate Stock certificates shall be issued, one for
the Stock subject to the Incentive Stock Option and one for the Stock subject to the Nonstatutory
Stock Option.  The number of shares of Stock transferrable due to an exercise of an Option under this
Plan shall not be increased due to the passage of time, except as may be provided in an Agreement.
Issuance in Compliance With Securities Laws.  Nothing herein or in any Option granted
hereunder shall require Company to issue any shares upon exercise of any Option if such issuance
would, in the opinion of counsel for Company, constitute a violation of the Securities Act of 1933,
as amended, or any similar or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect.
Investment Legend.  At the time of exercise of an Option, Company may, as a condition
precedent to the exercise of such Option, require from the Holder of the Option (or in the event of his
or her death, his or her legal representatives, legatees, or distributees) such written representations,
if any, concerning his or her intentions with regard to the retention or disposition of the shares being
acquired by exercise of such Option and such written covenants and agreements, if any, as to the
manner of disposal of such shares as, in the opinion of counsel to Company, may be necessary to
ensure that any disposition by such Holder (or in the event of his or her death, his or her legal
representatives, legatees, or distributees), will not involve a violation of the Securities Act of 1933,
as amended, or any similar or superseding statute or statutes, or any other applicable state or federal
statute or regulation, as then in effect.  Certificates for shares of Stock, when issued, may have the
following legend, or statements of other applicable restrictions, endorsed thereon, and may not be
immediately transferable:
The shares of Stock evidenced by this certificate have been issued to the registered owner
in reliance upon written representations that these shares have been purchased for
investment.  These shares may not be sold, transferred, or assigned unless, in the opinion of
Company and its legal counsel, such sale, transfer, or assignment will not be in violation of
the Securities Act of 1933, as amended, applicable rules and regulations of the Securities
and Exchange Commission, and any applicable state securities laws.
Sec. 6:5.	Limitation on Aggregate Value of Shares That May Become First Exercisable During Any Calendar
Year Under an Incentive Stock Option.  With respect to any Incentive Stock Option granted under this Plan, to the extent
that the aggregate Fair Market Value of shares of Stock exceed $100,000, then such excess over $100,000 shall not be
considered as subject to an Incentive Stock Option, but rather shall be considered as subject to a Nonstatutory Stock
Option.  This rule shall be applied by taking shares of Stock subject to Incentive Stock Options that are purchasable for
the first time in the calendar year into account in the order in which such Incentive Stock Options were granted.
Sec. 6:6.	Adjustments Upon Changes in Capitalization, Merger, Etc.
A.	Method of Adjustment.  In the event of any change in the number of outstanding shares of
Stock effected without receipt of consideration therefor by Company (other than as a result of the conversion of
Company's Class B Common Stock into Class A Common Stock) by reason of a stock dividend, or split, combination,
exchange of shares or other recapitalization, merger, or otherwise, in which Company is the surviving corporation, the
aggregate number and class of the reserved shares, the number and class of shares subject to each outstanding Option,
and the exercise price of each outstanding Option shall be automatically adjusted to accurately and equitably reflect the
effect thereon of such change (provided that any fractional share resulting from such adjustment may be eliminated).
In the event of a dispute concerning such adjustment, the decision of the Committee shall be conclusive.  The number
of reserved shares or the number of shares subject to any outstanding Option shall be automatically reduced by any
fraction included therein which results from any adjustment made pursuant hereto.
B.	Termination of Option.  The following provisions shall apply unless a Holder's Agreement
provides otherwise.  A dissolution or liquidation of Company; a sale of all or substantially all of the assets of Company
where it is contemplated that within a reasonable period of time thereafter Company will either be liquidated or
converted into a nonoperating company or an extraordinary dividend will be declared resulting in a partial liquidation
of Company (but in all cases only with respect to those employees whom it is anticipated will lose their employment
with Company and its Affiliates as a result of such sale of assets); a merger or consolidation (other than a merger
effecting a reincorporation of Company in another state or any other merger or a consolidation in which the shareholders
of the surviving corporation and their proportionate interests therein immediately after the merger or consolidation are
substantially identical to the shareholders of Company and their proportionate interests therein immediately prior to the
merger or consolidation) in which Company is not the surviving corporation (or survives only as a subsidiary of another
corporation in a transaction in which the shareholders of the parent of Company and their proportionate interests therein
immediately after the transaction are not substantially identical to the shareholders of Company and their proportionate
interests therein immediately prior to the transaction) shall cause every Option then outstanding to terminate, but the
Holders of each such then outstanding Option shall, in any event, have the right, immediately prior to such dissolution,
liquidation, sale of assets, merger, consolidation, or transaction, to exercise each such Option, to the extent not
theretofore exercised, without regard to the determination as to the periods and installments of exercisability made
pursuant to a Holder's Agreement if (and only if) such Options have not at that time expired or been terminated.
Sec. 6:7.	Rights as a Shareholder.  A Holder shall have no right as a shareholder with respect to any shares
covered by his or her Option until a certificate representing such shares is issued to him or her.  No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash or other property) or distributions or other rights for
which the record date is prior to the date such certificate is issued (except as provided in Sec. 6.6. hereof).
Sec. 6:8.	Modification, Extension, and Renewal of Options.  Subject to the terms and conditions of and within
the limitations of the Plan, the Committee may modify, extend, or renew outstanding Options granted under the Plan,
or accept the surrender of Options outstanding hereunder (to the extent not theretofore exercised) and authorize the
granting of new Options hereunder in substitution therefor (to the extent not theretofore exercised).  The Committee
may not, however, without the consent of the Holder, modify any outstanding Incentive Stock Options so as to specify
a lower exercise price or accept the surrender of outstanding Incentive Stock Options and authorize the granting of new
Options in substitution therefor specifying a lower option price.  In addition, no modification of an Option granted
hereunder may, without the consent of the Holder, alter or impair any rights or obligations under any Option theretofore
granted hereunder to such Holder under the Plan, except as may be necessary with respect to Incentive Stock Options
to satisfy the requirements of Sec. 422 of the Code.
Sec. 6:9.	Furnish Information.  Each Holder shall furnish to Company all information requested by Company
to enable it to comply with any reporting or other requirements imposed upon Company by or under any applicable
statute or regulation.
Sec. 6:10.	Obligation to Exercise; Termination of Employment.  The granting of an Option hereunder
shall impose no obligation upon the Holder to exercise the same or any part thereof.  In the event of a Holder's
termination of employment with Company or an Affiliate, the unexercised portion of an Option granted hereunder shall
terminate in accordance with Sec. 6.4 hereof.
Sec. 6:11.	Agreement Provisions.  The Agreements authorized under the Plan shall contain such
provisions in addition to those required by the Plan (including, without limitation, restrictions or the removal of
restrictions upon the exercise of the Option and the retention or transfer of shares thereby acquired) as the Committee
deems advisable.  Each Agreement shall identify the Option evidenced thereby as an Incentive Stock Option or
Nonstatutory Stock Option, as the case may be, and no Agreement shall cover both an Incentive Stock Option and
Nonstatutory Stock Option.  Except as provided by Subsection B of Sec. 6.6, each Agreement relating to an Incentive
Stock Option granted hereunder shall contain such limitations and restrictions upon the exercise of the Incentive Stock
Option to which it relates as is necessary for the Incentive Stock Option to which such Agreement relates to constitute
an incentive stock option, as defined in Sec. 422 of the Code.
Article VII
Duration of Plan
No Incentive Stock Options may be granted hereunder after the date that is ten (10) years from the earlier of:
(i) the date this Plan is adopted by the Board of Directors; or (ii) the date this Plan is approved by Company's
shareholders.  In addition, with respect to shares of Stock not currently covered by an outstanding Option, this Plan may
be terminated at any time by the Board of Directors.
Article VIII
Amendment of Plan
The Board of Directors may, insofar as permitted by law, with respect to any shares at the time are not subject
to Options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that,
without the approval of the holders of a majority of the outstanding shares of voting stock of all classes of Company,
no such revision or amendment shall:  (a) change the number of shares of the Stock subject to the Plan, (b) change the
designation of the class of employees eligible to receive Options, (c) decrease the price at which Incentive Stock Options
may be granted, (d) remove the administration of the Plan from the Committee, or (e) without the consent of the affected
Holder, cause the Incentive Stock Options granted hereunder and outstanding at such time that satisfied the requirements
of Sec. 422 of the Code to no longer satisfy such requirements.
Article IX
General
Sec. 9:1.	Application of Funds.  The proceeds received by Company from the sale of shares pursuant to Options
shall be used for general corporate purposes.
Sec. 9:2.	Right of Company and Affiliates to Terminate Employment.  Nothing contained in the Plan, or in any
Agreement, shall confer upon any Holder the right to continue in the employ of Company or any Affiliate, or interfere
in any way with the rights of Company or any Affiliate to terminate his or her employment at any time.
Sec. 9:3.	No Liability for Good Faith Determinations.  Neither the members of the Board of Directors nor any
member of the Committee shall be liable for any act, omission, or determination taken or made in good faith with respect
to the Plan or any Option granted under it, and members of the Board of Directors and the Committee shall be entitled
to indemnification and reimbursement by Company in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is approved by independent legal counsel selected
by Company, and amounts paid in satisfaction of a judgment, except a judgment based on a finding of bad faith) arising
therefrom to the full extent permitted by law and under any directors and officers liability or similar insurance coverage
that may from time to time be in effect.
Sec. 9:4.	Information Confidential.  As partial consideration for the granting of each Option hereunder, the
Holder shall agree with Company that he or she will keep confidential all information and knowledge that he or she has
relating to the manner and amount of his participation in the Plan; provided, however, that such information may be
disclosed as required by law and may be given in confidence to the Holder's spouse, tax, and financial advisors, or to
a financial institution to the extent that such information is necessary to secure a loan.  In the event any breach of this
promise comes to the attention of the Committee, it shall take into consideration such breach, in determining whether
to recommend the grant of any future Option to such Holder, as a factor militating against the advisability of granting
any such future Option to such individual.
Sec. 9:5.	Other Benefits.  Participation in the Plan shall not preclude the Holder from eligibility in any other
stock option plan of Company or any Affiliate or any old age benefit, insurance, pension, profit sharing retirement,
bonus, or other extra compensation plans which Company or any Affiliate has adopted, or may, at any time, adopt for
the benefit of its employees.
Sec. 9:6.	Execution of Receipts and Releases.  Any payment of cash or any issuance or transfer of shares of
Stock to the Holder, or to his or her legal representative, heir, legatee, or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder.  The Committee may
require any Holder, legal representative, heir, legatee, or distributee, as a condition precedent to such payment, issuance,
or transfer, to execute a release and receipt therefor in such form as it shall determine.
Sec. 9:7.	No Guarantee of Interests.  Neither the Committee nor Company guarantees the Stock of Company
from loss or depreciation.
Sec. 9:8.	Payment of Expenses.  All expenses incident to the administration, termination, or protection of the
Plan, including, but not limited to, legal and accounting fees, shall be paid by Company or its Affiliates.
Sec. 9:9.	Company Records.  Records of Company or its Affiliates regarding the Holder's period of
employment, termination of employment and the reason therefor, leaves of absence, re-employment, and other matters
shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.
Sec. 9:10.	Information.  Company and its Affiliates shall, upon request or as may be specifically
required hereunder, furnish or cause to be furnished, all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the Plan.
Sec. 9:11.	No Liability of Company.  Company assumes no obligation or responsibility to the Holder
or his or her personal representatives, heirs, legatees, or distributees for any act of, or failure to act on the part of, the
Committee.
Sec. 9:12.	Company Action.  Any action required of Company shall be by resolution of its Board of
Directors or by a person authorized to act by resolution of the Board of Directors.
Sec. 9:13.	Severability.  If any provision of this Plan is held to be illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable, and
the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein.
Sec. 9:14.	Notices.  Whenever any notice is required or permitted hereunder, such notice must be in
writing and personally delivered or sent by mail.  Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third
business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the
person who is to receive it at the address which such person has theretofore specified by written notice delivered in
accordance herewith.  Company or a Holder may change, at any time and from time to time, by written notice to the
other, the address which it or he had theretofore specified for receiving notices.  Until changed in accordance herewith,
Company and each Holder shall specify as its and his or her address for receiving notices the address set forth in the
Agreement pertaining to the shares to which such notice relates.
Sec. 9:15.	Waiver of Notice.  Any person entitled to notice hereunder may waive such notice.
Sec. 9:16.	Successors.  The Plan shall be binding upon the Holder, his or her heirs, legatees, and legal
representatives, upon Company, its successors, and assigns, and upon the Committee, and its successors.
Sec. 9:17.	Headings.  The titles and headings of Sections and Subsections are included for convenience
of reference only and are not to be considered in construction of the provisions hereof.
Sec. 9:18.	Governing Law.  All questions arising with respect to the provisions of the Plan shall be
determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by
federal law.  Questions arising with respect to the provisions of an Agreement that are matters of contract law shall be
governed by the laws of the state specified in the Agreement, except to the extent Delaware corporate law conflicts with
the contract law of such state, in which event Delaware corporate law shall govern. The obligation of Company to sell
and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required
in connection with the authorization, issuance, sale, or delivery of such Stock.
Sec. 9:19.	Word Usage.  Words used in the masculine shall apply to the feminine where applicable, and
wherever the context of this Plan dictates, the plural shall be read as the singular and the singular as the plural.
Sec. 9:20.	Remedies.  Company may recover from a Holder reasonable attorneys' fees incurred in
connection with the enforcement of the terms and provisions of the Plan and any Agreement whether by an action to
enforce specific performance or for damages for its breach or otherwise.
Article X
Approval of Shareholders
The Plan shall take effect on the date it is adopted by the Board of Directors.  However, if this Plan is not
approved by the holders of a majority of the outstanding shares of Company's Class A and Class B Common Stock at
the Annual Meeting of Shareholders scheduled to be held in 2001, any Options granted hereunder shall be null, void,
and of no force and effect as of their grant date.
IN WITNESS WHEREOF, Supreme Industries, Inc., acting by and through its officers hereunto duly
authorized has executed this instrument to be effective the 31st day of January, 2001.
SUPREME INDUSTRIES, INC
.
By:  /s/ Herbert M. Gardner
Herbert M. Gardner,
Chairman of the Board
and President
4346.01024/286527.2
Exhibit 5.1
Opinion of Counsel
LAW, SNAKARD & GAMBILL
A PROFESSIONAL CORPORATION
1600 WEST 7TH STREET, SUITE 500
FORT WORTH, TEXAS 76102
AREA (817) 335-7373
METRO 429-2991
FACSIMILE 332-7473
DIRECT DIAL NUMBER
(817) 878-6307
April 3, 2003
Supreme Industries, Inc.
2581 E. Kercher Road
Goshen, IN
46528
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to Supreme Industries, Inc., a Delaware corporation
(the "Company"), in connection with the proposed offering of the following shares
of the Company's Class A Common Stock, $.10 par value (the "Common Stock"):
(1) 420,000 shares of Common Stock issuable by the Company upon the
exercise of presently outstanding options granted under the Company's
2001 Stock Option Plan (the "Plan"); and
(2) 330,000 shares of Common Stock issuable upon exercise of options not
yet granted under the Plan.
All of the above shares of Common Stock are offered pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") to which this
opinion is being filed as an exhibit.
In our capacity as counsel to the Company, we have examined and relied upon
the Company's Certificate of Incorporation and Bylaws, as amended, the Plan, and
the records of corporate proceedings with respect to the approval of the proposed
registration and the offering and sale of the shares of Common Stock thereunder,
and have made such other investigations as we have deemed necessary and prudent
for the purposes of the opinions expressed herein.
Based upon the foregoing, but subject to the penultimate paragraph of this
letter, we are of the opinion that:
(1) All of the above described shares of Common Stock have been duly
authorized;
(2) When (a) the Registration Statement shall become effective; (b) the
applicable provisions of the securities laws of the various states
have been complied with; and (c) the 350,000 shares of Common Stock
issuable upon the exercise of presently outstanding options granted
under the Plan and the 400,000 shares issuable upon exercise of
options not yet granted under the Plan have been issued and paid for
in accordance with (i) the terms and conditions set forth in the
Registration Statement and (ii) the terms and conditions in the Plan
and related documents entered or to be entered into between the
Company and a particular optionee, then, upon delivery of such shares
of Common Stock, such Common Stock will be legally issued, fully paid
and nonassessable.
This opinion is limited to the matters expressly set forth herein, and no
opinion is implied or may be inferred beyond the matters expressly so stated.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the aforesaid Registration Statement and
further consent to the use of our name wherever appearing in the Registration
Statement and any subsequent amendments thereto.
Respectfully Submitted,
/s/ Law, Snakard & Gambill, P.C.
LAW, SNAKARD & GAMBILL, P.C.
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 2003 relating to the
financial statements and financial statement schedule as of December 28, 2002 and
December 31, 2001 and for each of the two years in the period ended December 28,
2002, which appear in Supreme Industries, Inc.'s Annual Report on Form 10-K for
the year ended December 28, 2002.
/s/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC
South Bend, Indiana
April 8, 2003
Exhibit 23.1
[CONTAINED IN EXHIBIT 5.1]
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of
Supreme Industries, Inc., a Delaware corporation (the "Company") hereby
constitutes and appoints Herbert M. Gardner and Robert W. Wilson, or either of
them, his true and lawful attorney in fact and agent, with the full power of
substitution and resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-8 and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission for the purpose of registering, under the
Securities Act of 1933, shares of Company's Class A common stock ("Common Stock")
issuable upon the exercise of options granted under the Company's 2001 Stock
Option Plan granting unto said attorney in fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents and purposes as he may, might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
effective the 3rd day of April, 2003.
SIGNATURES                                TITLE
/s/ Herbert M. Gardner                    Chairman of the Board
Herbert M. Gardner                        and President, Director
(Principal Executive Officer)
/s/ William J. Barrett                    Secretary, Assistant
William J. Barrett                        Treasurer, Director
/s/ Omer G. Kropf                         Executive Vice President
Omer G. Kropf                             and Director
/s/ Robert W. Wilson                      Executive Vice President,
Robert W. Wilson                          Treasurer, Chief Financial Officer,
Assistant Secretary, and Director
(Principal Financial and
Accounting Officer)
/s/ Rice M. Tilley, Jr.				Assistant Secretary,
Rice M. Tilley, Jr.				Director
/s/ Robert J. Campbell                    Director
Robert J. Campbell
/s/ H. Douglas Schrock				Director
H. Douglas Schrock
4346.
01024/
286527.5