As filed with the Securities and Exchange Commission on October 24, 2007
                                Registration No.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                    _________________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              OCEAN BIO-CHEM, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     FLORIDA
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   59-1564329
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

              4041 S. W. 47 Avenue, Fort Lauderdale, Florida 33314
--------------------------------------------------------------------------------
                         (Address of Principal Executive
                               Offices) (Zip Code)


--------------------------------------------------------------------------------
                            (Full Title of the Plans)

          Peter G. Dornau, 4041 SW 47 Avenue, Fort Lauderdale, FL 33314
--------------------------------------------------------------------------------
                    (Name and Address of Agent for Services)

                                  954-587-6280
--------------------------------------------------------------------------------
          Telephone Number, Including Area Code, of Agent for Service.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------      -------------  ------------------------      ------------------------      ----------------
   <S>                              <C>            <C>                           <C>                          <C>
     Title of Each Class of         Amount To Be     Proposed Maximum            Proposed Maximum             Amount of
  Securities To Be Registered       Registered (1) Offering Price Per Share (2)   Aggregate Offering Price    Registration Fee
------------------------------      -------------  ------------------------      ------------------------      ----------------
      Ocean Bio-Chem, Inc.
   $.01 per value Common Stock         145,000           $1.80                    $261,000                    $30.70

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

</TABLE>
     (1) This  Registration  Statement  also  registers the offer and sale of an
indeterminate number of additional shares of Common Stock of the Registrant that
may be issuable as a result of stock splits, stock dividends, recapitalizations,
mergers,  reorganizations,  combinations or exchanges of shares or other similar
events.

     (2)  Estimated  solely  for the  purpose of  calculating  the amount of the
Registration Fee pursuant to Rule 457,  promulgated  under the Securities Act of
1933, as amended, and based on the average high and low sales price of the Ocean
Bio-Chem, Inc. Common Stock on October 19, 2007

     THIS  REGISTRATION  STATEMENT  SHALL BECOME  EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IN ACCORDANCE WITH SECTION
8(A)  OF THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  RULES  456  AND  462
PROMULGATED THEREUNDER.
<PAGE>
                                     PART I
                                EXPLANATORY NOTE

     Ocean  Bio-Chem,  Inc.  ("we," "us" or the  "Company")  has  prepared  this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities  Act of 1933,  as amended (the "Act"),  to register  shares of Common
Stock,  $.01 par  value,  of the  Company  issued to  employees  of the  Company
pursuant  to  the  Company's   2002   Incentive   Stock  Option  Plan  and  2002
Non-qualified Stock Option Plan (the "Plans").

     This Registration  Statement  contains two parts. The first part contains a
reoffer  Prospectus  prepared in accordance  with the  requirements of Part I of
Form S-3  pursuant to Section C of the  General  Instructions  to Form S-8.  The
reoffer  Prospectus may be used for  reofferings  and resales on a continuous or
delayed  basis in the future of "control  securities"  which have been or may be
issued  pursuant to the Plan to employees  of the Company who may be  considered
affiliates as defined by Rule 405 under the Act.

     The  second  part  contains   "Information  Required  in  the  Registration
Statement"  pursuant  to Part II of Form S-8.  Pursuant to the Note to Part I of
Form S-8, the information  relating to the Plan specified by Part I is not filed
with the Securities and Exchange  Commission (the  "Commission"),  but documents
containing such  information have been or will be sent or given to employees and
directors as specified by Rule 428(b)(1).  Such  document(s) are not being filed
with the  Commission but constitute  (along with the documents  incorporated  by
reference into the Registration  Statement pursuant to Item 3 of Part II hereof)
a Prospectus that meets the requirements of Section 10(a) of the Act.



                                   PROSPECTUS
                              Ocean Bio-Chem, Inc.

                                 145,000 Shares
                                  Common Stock
                                ($.01 par value)
                             ----------------------

     Certain  of our  stockholders  are  using  this  Prospectus  to offer up to
145,000  shares of our Common  Stock,  $.01 par value (the  "Shares")  that they
received  from us  pursuant  to the  Plans.  Some of these  stockholders  may be
considered our  "affiliates," as defined in Rule 405 under the Securities Act of
1933, as amended.

We expect that sales made pursuant to this Prospectus will be made:

     -- in broker's transactions;

     -- in transactions directly with market makers; or

     -- in negotiated sales or otherwise.

     The  selling  stockholders  will  sell  their  shares  pursuant  to a  Rule
10b5-1(c)  Trading Plan.  They will  determine when they will sell their Shares,
and in all cases they will sell their  Shares at the current  market price or at
prices negotiated at the time of the sale. We will not receive any proceeds from
these  sales,  although  we have  received  cash from the sale of the  Shares to
selling  shareholders who exercised  options received under the Plans to acquire
the Shares.  All expenses incurred in connection with the preparation and filing
of this Prospectus and related Registration Statement are being borne by us.

     The brokers and dealers  that the selling  stockholders  utilize in selling
these Shares may receive  compensation  in the form of  underwriting  discounts,
concessions,  or commissions  from the sellers or purchasers of the Shares.  Any
compensation may exceed customary commissions.  The selling stockholders and the
brokers and dealers that they utilize may be deemed to be "underwriters"  within
the meaning of the securities laws, and any commissions received and any profits
realized  by them on the sale of Shares  may be  considered  to be  underwriting
compensation.

     The  Shares are listed on the  NASDAQ  under the  symbol  "OBCI."  The last
reported  sale price of the Shares as  reported on NASDAQ was $1.73 per share on
October 20, 2007.

     Our  principal  executive  offices are  located at 4041 SW 47 Avenue,  Fort
Lauderdale, Florida 33314, our telephone number is (954) 587-6280.

     This investment involves risks. See the "Risk Factors" section beginning on
page 9.
                                       2
<PAGE>
     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has approved or  disapproved  of the  securities  or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                  This Prospectus is dated on October 24, 2007

TABLE OF CONTENTS
                                                     Page
Available Information                                  3
Incorporation of Certain Documents
     by Reference                                     3-4
Risk Factors                                           4
Our Company                                            5
Selling Stockholders                                  5-6
Plan of Distribution                                   6
Use of Proceeds                                        6
Expenses                                               6
Experts                                                6
Certain Forward-Looking Statements                    6-7

     This Prospectus contains  information  concerning the Company, but does not
contain all of the information set forth in the  Registration  Statement and its
Exhibits,  which  the  Company  has  filed  with  the  Securities  and  Exchange
Commission,  Washington, D.C., under the Securities Act of 1933, as amended, and
to which reference is made.

     No dealer,  salesperson  or other  person has been  authorized  to give any
information or to make any  representation not contained in this Prospectus and,
if given or made, such information or representation  must not be relied upon as
having been  authorized by the Company.  This  Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made under this Prospectus shall under any circumstances, create any implication
that there have not been changes in the affairs of the Company since the date of
this Prospectus.

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance  with the
Exchange Act we are required to file  periodic  reports,  proxy  statements  and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Such reports, proxy statements and other information filed by us
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549 at the
prescribed  rates.  The  Commission  also maintains a site on the World Wide Web
that contains  reports,  proxy and information  statements and other information
regarding  registrants  that file  electronically.  The  address of that site is
http://www.sec.gov.  The public may obtain  information  on the operation of the
Public Reference Room by calling 1-800-SEC-0330.

     This  Prospectus  omits  certain  of  the  information   contained  in  the
Registration  Statement of which this  Prospectus  is a part (the  "Registration
Statement"),  covering  Shares  offered under this  Prospectus.  Pursuant to the
Securities Act, the Registration  Statement is on file with the Commission.  For
further  information  with  respect  to us and the  Shares  offered  under  this
Prospectus,  reference  is made to the  Registration  Statement,  including  the
exhibits  incorporated  therein  by  reference  or filed  therewith.  Statements
contained in this  Prospectus  concerning the provisions of any document are not
necessarily  complete  and, in each  instance,  reference is made to the copy of
such  document  filed  as  an  exhibit  or  incorporated  by  reference  to  the
Registration Statement or elsewhere. The Registration Statement and the exhibits
may be  inspected  without  charge at the  offices of the  Commission  or copies
obtained at prescribed rates from the public reference section of the Commission
at the address set forth above.

     The Company will provide to each person, including any beneficial owner, to
whom a Prospectus is delivered,  a copy of any or all of the information that is
incorporated  by  reference  into  the  Prospectus  but not  delivered  with the
Prospectus,  upon written or oral request,  at no cost to the person  requesting
it.  Please  direct all requests to Mr.  Jeffrey S.  Barocas at Ocean  Bio-Chem,
Inc., 4041 SW 47 Avenue, Fort Lauderdale, Florida 33314,

     You should rely only on the  information  contained in or  incorporated  by
reference into this  Prospectus.  We have not  authorized  anyone to provide you
with information different from that contained in and specifically  incorporated
by reference  into this  Prospectus.  This  Prospectus is an offer to sell, or a
solicitation of offer to buy shares of Common Stock only in jurisdictions  where
offers and sales are permitted.  The information contained in this Prospectus is
accurate  only as of the  date of this  Prospectus,  regardless  of the  time of
delivery of this Prospectus or any sale of Common Stock.
                                       3
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by us with  the  Securities  and  Exchange
Commission (the  "Commission") are incorporated  herein by reference as of their
respective dates of filing and shall be deemed to be a part hereof:

     1. Our Annual Report on Form 10-K for the year ended December 31, 2006;

     2. Our Proxy  Statement  for the  Annual  Meeting of  Shareholders  held on
August 3, 2007.

     3. Our quarterly  reports on Form 10-Q for the quarters ended March 31, and
June 30, 2007.

     4. The  description  of our  Common  Stock  contained  in our  Registration
Statement  on Form S-18 filed on March 26, 1981,  including  any  amendments  or
reports filed for the purpose of updating that description.

     5. All documents filed by us pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Securities  Exchange Act of 1934, as amended (the "1934 Act")  subsequent
to the date of this Prospectus and before the termination of this offering shall
be deemed to be incorporated by reference and a part of this Prospectus from the
date on which such documents are filed.

     For purposes of this Prospectus,  any statement in a document  incorporated
or deemed incorporated by reference is modified or superseded to the extent that
a statement in this Prospectus,  or in any subsequently  filed document which is
or is deemed to be  incorporated  by reference,  modifies or supersedes  it. Any
statement so modified or superseded is not, except as so modified or superseded,
to constitute a part of this Prospectus.

                                  RISK FACTORS

     Before you invest in our Common Stock,  you should  consider  carefully the
following risk factors and cautionary  statements,  as well as other information
set forth in and incorporated by reference into this  prospectus.  If any of the
following risks actually occur, our business,  financial condition or results of
operation may suffer.  As a result,  the trading price of our Common Stock could
decline,  and you could lose a substantial  portion of the money you paid to buy
our Common Stock. The risks and uncertainties we describe below are not the only
ones we face.  Additional risks and uncertainties  that we do not currently know
or that we currently  believe to be  immaterial  may also  adversely  affect our
business.

     1. We are engaged in a very competitive  business. We have several national
and regional competitors in the marine market place. The competition is based on
brand  recognition,  price,  service  and the  ability to deliver  products on a
timely basis.

     2. There are many entities in the marine and automotive market places, both
national and regional which compete with us. Many of these  competitors are more
established and have greater financial  resources.  We must compete on the basis
of brand  recognition,  price,  service and the ability to deliver products on a
timely basis with larger and financially stronger competitors.

     3. We also have  competitors  in the  recreational  vehicle  appearance and
maintenance  market.  Our  competitors  are  national  and  regional and we must
compete in a similar manner as our competition the marine market.

     4. Our five largest  customers  represented  approximately  59% and 43%, of
consolidated  gross  revenues  for the years ended  December  31, 2006 and 2005,
respectively;  and 57% and 26% of consolidated  accounts  receivable at December
31, 2006 and 2005,  respectively.  We have had a longstanding  relationship with
each of these  entities  and have always  collected  open  receivable  balances.
However,  the loss of any of these customers could have an adverse impact on our
operations.

     5.  Certain  aspects  of the  company  business,  primarily  in the  marine
industry are greatly  influenced  by the economy and the weather.  A bad economy
directly impacts our sales to the recreational  boating public and cold or other
inclement  weather either delays the start or shortens the length of the boating
season and has an adverse impact on our sales.

     6. We depend on the delivery of quality  products on a timely basis on both
our own  manufactured  capacity  as well as our third  party  suppliers.  If our
manufacturing  facilities  or any of our  suppliers'  facilities  are  unable to
timely meet demand, the company's sales and reputation would be damaged.

     7. As  manufacturers  of  products,  we are exposed to  products  liability
claims and lawsuits.

     8. We depend upon the continued  services of a small number of  executives,
and the loss of any of those  executives  could create a void in management that
we are unable to fill with a person having appropriate  expertise and experience
with our business.

                                       4
<PAGE>
                                   OUR COMPANY

     We were  organized  on  November  13,  1973  under the laws of the state of
Florida.  We  are  principally  engaged  in  the  manufacturing,  marketing  and
distribution of a broad line of appearance and  maintenance  products for boats,
recreational  vehicles,  automotive  and  aircraft  under the "Star  brite" name
within the United States of America and Canada. In addition,  we produce private
label  formulations  of many of our  products  for various  customers as well as
custom  blending and packaging  services of these and other products to customer
specifications.

     Examples of products which we manufacture and market are:

     Marine:  The Marine line consists of polishes,  cleaners,  protectants  and
waxes of various formulations. The line also includes various vinyl protectants,
cleaners,  teak cleaners,  teak oils,  bilge cleaners,  hull cleaners,  silicone
sealants,   polyurethane  sealants,   polysulfide  sealants,  gasket  materials,
lubricants,  antifouling  additives and anti-freeze  coolants.  In addition,  we
manufacture a line of brushes, poles and tie-downs.

     Automotive:  We  manufacture a line of automotive  products  under the Star
brite brand name including brake and transmission  fluids,  hydraulic,  gear and
motor oils, and related items. In addition, antifreeze and windshield washes are
produced  in varying  formulations  both  under the Star brite  brand as well as
private labeled for customers.  We have a line of automotive polishes,  cleaners
and associated appearance items.

     Recreational  vehicle:  The  recreational  vehicle  products are made up of
cleaners,  polishes,  detergents,  fabric  cleaners  and  protectors,   silicone
sealants,   waterproofers,   gasket  materials,   degreasers,   vinyl  cleaners,
protectors and anti-freeze coolants.

     Aircraft: Aircraft products consist primarily of polishes and cleaners.

     We  manufacture  the  majority of our products  but we also  contract  with
unrelated  companies to package other products which are manufactured to the our
specifications, using our provided formulas.

     Our marine  products  and  recreational  vehicle  products are sold through
national  mass  merchandisers  such as  Wal-Mart  and  Home  Depot  and  through
specialized  marine  retailers  such as West  Marine  and  Boater's  World.  Our
customers also include distributors who in turn sell our products to specialized
retail outlets for a specific market.

                              SELLING STOCKHOLDERS

     This Prospectus relates to shares of Common Stock that are being registered
for reoffers  and resale by selling  stockholders  pursuant to a Rule  10b5-1(c)
Trading Plan who have  acquired  shares of Common Stock  through the exercise of
stock options under the Plans.  Some of the selling  stockholders  may be deemed
"affiliates" of the Company.  An "affiliate" is defined under the Securities Act
as "a person that directly or  indirectly,  through one or more  intermediaries,
controls or is controlled by, or is under common  control with" Ocean  Bio-Chem,
Inc.  The  selling  stockholders  may  resell any or all of the shares of Common
Stock at any time while this Prospectus is effective.

     All  selling  stockholders  have  informed  us of an intent  to sell  their
shares.  The inclusion of the shares of Common Stock in the table below does not
constitute a commitment to sell any shares.

     The information in the table below is based on information  available to us
as of October 19, 2007.
<TABLE>
<CAPTION>
                                                   Number of                              Number of
                                                   Shares Offered                         Shares Owned
                                                   by the Selling         Number of          after the           Percent of
Name                  Position           Plan     Stockholders(1)       Shares Owned (2)   Offering (3)        Shares Owned (4)
<S>                   <C>                <C>           <C>                <C>               <C>                   <C>
Peter G. Dornau       President, Chief
                      Executive Officer  2002          25,000             5,618,368         5,593,368             55.20%
                      and Director

Gregor M. Dornau      Vice President     2002          20,000               361,780           341,780              3.37%

Edward Anchel         Director           2002          25,000               316,159           291,159              2.87%

Sonia B. Beard        Director           2002          20,000                30,000            10,000               .10%

Jeffrey J. Tieger                        2002          25,000               429,664           404,664              3.99%

Jerry Pittman                            2002          15,000                70,809            55,809               .55%

Jean Paul Kitzinger                      2002          10,000                66,000            56,000               .55%

Daniel Davis                             2002           5,000                36,500            31,500               .31%
</TABLE>
                                       5
<PAGE>
     (1) Represents the number of shares purchased under the Plan by such person
and registered for sale.

     (2) For each  selling  stockholder  this  includes (i) shares of our Common
Stock owned as of October 19, 2007,  (ii) shares of our Common Stock  underlying
options and warrants which are exercisable within sixty (60) days of October 19,
2007,  and (iii)  shares of our Common  Stock  underlying  options and  warrants
granted by the Company exercisable after sixty (60) days of October 19, 2007.

     (3) Assumes the sale of all shares eligible to be sold.

     (4) Percentages are after the  contemplated  sale of all shares eligible to
be sold.

                              PLAN OF DISTRIBUTION

     The selling stockholders may sell registered Shares in any of the following
ways:

     -- through dealers;

     -- through agents; or

     --directly to one or more purchasers.

     The  distribution of the Shares are being sold Pursuant to a Rule 10b5-1(c)
Trading Plan and may be effected  from time to time in one or more  transactions
(which may involve crosses or block transactions):

     -- on the NASDAQ in  transactions  pursuant to and in  accordance  with the
rules of such exchange;

     -- in the over-the-counter market; or

     -- in transactions  other than on such exchange or in the  over-the-counter
market, or a combination of such transactions.

     Any such  transaction  may be effected at market  prices  prevailing at the
time of sale, at prices related to such prevailing  market prices, at negotiated
prices or at fixed prices. The selling stockholders may effect such transactions
by selling  Shares to or through  broker-dealers,  and such  broker-dealers  may
receive  compensation in the form of discounts,  concessions or commissions from
the selling  stockholders  and/or commissions from purchasers of Shares for whom
they may act as agent. The selling stockholders and any broker-dealers or agents
that  participate  in the  distribution  of Shares by them might be deemed to be
underwriters, and any discounts, commissions or concessions received by any such
broker-dealers  or  agents  might be  deemed to be  underwriting  discounts  and
commissions,  under  the  Securities  Act.  Affiliates  of one or  more  selling
stockholders  may act as principal or agent in connection with the offer or sale
of Shares by the selling stockholders.

                                 USE OF PROCEEDS

     The  Company  will not  receive  any of the  proceeds  from the reoffer and
resale of the Shares by the selling stockholders.

                                    EXPENSES

     All expenses of this offering,  including the expenses of the  registration
of the Shares of Common Stock offered by the selling stockholders, will be borne
by us. It is  estimated  that the total  amount of such  expense will not exceed
$15,000.00.
                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the Annual  Report on Form 10-K for the year ended  December  31, 2006 have been
audited  by  Berenfeld,  Spritzer,  Shechter  & Sheer,  and  Levi & Gopman  P.A.
(formally  known as Levi Cahlin & Co.) for the years ended December 31, 2005 and
2004 and have been so  incorporated  in reliance  on the  reports of  Berenfeld,
Spritzer, Shechter & Sheer, and Levi Gopman P.A., (formally known as Levi Cahlin
& Co., independent registered accountants,  given on the authority of said firms
as experts in auditing and accounting.

                       CERTAIN FORWARD-LOOKING STATEMENTS

     Except  for  any  historical  information  contained  herein,  the  matters
discussed in this Prospectus contain certain "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements  relate  to  analyses  and  other  information,  which  are  based on
forecasts of future results and estimates of amounts not yet determinable. These
statements also relate to our future  prospects,  future financial  performance,
developments and business strategies.
                                       6
<PAGE>
     In some instances, these forward-looking statements are identified by their
use of terms and phrases such as "anticipate,"  "believe," "could,"  "estimate,"
"expect,"  "intend,"  "may," "plan,"  "predict,"  "project,"  "will" and similar
terms  and  phrases,   including   references  to   assumptions.   Some  of  the
forward-looking statements appear in the sections entitled "Risk Factors," "Plan
of  Distribution  and  "Selling   Shareholders";   and  elsewhere   included  or
incorporated by reference into the Prospectus.

     Forward-looking statements are only predications.  Although we believe that
our  plans,  intentions  and  expectations  reflected  in or  suggested  by such
forward-looking statements are reasonable, we cannot assure you that such plans,
intentions or expectations will be achieved.  Important factors that could cause
actual results to differ materially from our forward-looking statements include,
among  others,  the  risks  outlined  in the  "Risk  Factors"  section  of  this
Prospectus, economic downturns; terrorist acts upon the United States; threat of
or actual war;  unfavorable  weather  conditions;  our ability to integrate  and
successfully  operate  future   acquisitions;   and  other  future  events.  All
forward-looking  statements  attributable  to us or any  persons  acting  on our
behalf are expressly qualified in their entirety by these cautionary statements.

     If  one  or  more  of  these  risks  or  uncertainties  materialize,  or if
underlying  assumptions prove incorrect,  our actual results may vary materially
from those expected, estimated or projected. Given these uncertainties, users of
the information included in this Prospectus, including investors and prospective
investors,  are  cautioned not to place undue  reliance on such  forward-looking
statements.  We will not update these  forward-looking  statements,  even if new
information,  future events or other  circumstances  have made them incorrect or
misleading.

         INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS

     Pursuant  to Section  607.0831  of the  Florida  Business  Corporation  Act
("FBCA") the Company's  officers and directors are not personally  liable to the
Company or any person for action  taken by them  unless the  officer or director
commits certain  violations or engages in certain  improper conduct set forth in
FBCA Section 607.0850. In addition, FBCA Section 607.0850 permits the Company to
indemnify its officers and directors,  and the Company's bylaws provide that the
Company  shall  indemnify  its officers and  directors  and former  officers and
directors to the full extent  permitted by law. Insofar as  indemnification  for
liabilities  arising  under  the  Securities  Act of  1933  ("the  Act")  may be
permitted to directors,  officers and controlling  persons of the small business
issuer pursuant to the foregoing  provisions,  or otherwise,  the small business
issuer 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.

                    INFORMATION REQUIRED IN 10(a) PROSPECTUS

     Item 1. Plan Information.*

     Item 2. Registrant Information and Employee Plan Annual Information.*

     *The information required by Items 1 and 2 of Form S-8 is omitted from this
Registration  Statement  in  accordance  with the Note to Part I of Form S-8 and
Rule  428  promulgated  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission are incorporated herein by Reference with this Registration
Statement:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2006.

     2. The Company's  Proxy  Statement for the Annual  Meeting of  Shareholders
held on August 3, 2007.

     3. The  Company's  Quarterly  Report on Forms 10-Q for the  quarters  ended
March 31, and June 30, 2007.

     4. The  description  of our  Common  Stock  contained  in our  Registration
Statement on Form S-18 filed on March 26, 1981, including amendments and reports
filed updating that description.

     Any  statement  contained in a document  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 herein, or in a subsequently
filed document  incorporated  by reference  herein,  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement.
                                       7
<PAGE>
     Item 4. Description of Securities.

     The Company is authorized to issue up to 10,000,000 shares of Common Stock,
par value  $.01 per  share.  The  holders  of such  shares  of Common  Stock are
entitled  to one (1) vote for each  share held as of a record  date for  matters
submitted to a vote of shareholders.  There is no cumulative voting for election
of  directors.  Holders of Common  Stock are  entitled  to receive  ratably  any
dividends  declared by the Board of  Directors  out of funds  legally  available
therefore,  and, upon a liquidation,  dissolution,  or winding up of the Company
are  entitled  to  share  ratably  in all  assets  remaining  after  payment  of
liabilities and payment of accrued  dividends,  if any.  Holders of Common Stock
have no  pre-emptive  rights and have no rights to convert their Common Stock to
any other securities.  The outstanding  Common Stock is, and the Common Stock to
be outstanding  upon completion of this offering will be, validly issued,  fully
paid and non-assessable.

     Item 5. Interests of Named Experts and Counsel.

     Validity of the Common Stock offered hereby and certain other legal matters
will be passed upon for the Company by Berger  Singerman,  Attorneys at Law, 350
East Las Olas  Boulevard,  Suite  1000,  Fort  Lauderdale,  Florida  33301.  Mr.
Schneider,  a director  of the  Company,  and the holder of options to  purchase
40,000 shares of the Company's Stock, is a shareholder of Berger Singerman.

     The  Financial  Statements  of the Company as of December 31, 2006 and 2005
and for the  years  ended  December  31,  2006,  2005 and 2004  which  have been
incorporated  herein by  reference  to the Form 10-K of the Company were audited
by, and filed in reliance  upon the reports of Berenfeld,  Spritzer,  Shechter &
Sheer, 401 East Las Olas Boulevard, Suite 1090, Fort Lauderdale,  Florida 33301,
and Levi Gopman & P.A.,  (formally known as Levi Cahlin & Co.), 20590 West Dixie
Highway, North Miami Beach, Florida 33180.

     Item 6. Indemnification of Directors and Officers.

     FLORIDA BUSINESS  CORPORATION ACT. Section 607.0831 of the Florida Business
Corporation  Act (the "Florida  Act") provides that a director is not personally
liable for monetary  damages to the corporation or any person for any statement,
vote, decision or failure to act regarding corporate  management or policy, by a
director, unless: (a) the director breached or failed to perform his duties as a
director;  and (b) the director's breach of, or failure to perform, those duties
constitutes:  (i) a violation of criminal law unless the director had reasonable
cause to believe his conduct  was lawful or had no  reasonable  cause to believe
his conduct was unlawful;  (ii) a transaction from which the director derived an
improper personal benefit,  either directly or indirectly;  (iii) a circumstance
under  which the  director  is liable for an  improper  distribution;  (iv) in a
proceeding  by or in the right of the  corporation  to procure a judgment in its
favor or by or in the right of a shareholder,  conscious  disregard for the best
interests of the corporation,  or willful misconduct;  or (v) in a proceeding by
or in the  right  of  someone  other  than  the  corporation  or a  shareholder,
recklessness  or an act or  omission  which was  committed  in bad faith or with
malicious  purpose or in a manner  exhibiting  wanton and willful  disregard  of
human rights, safety or property.

     Section 607.0850 of the Florida Act provides that a corporation  shall have
the power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the  corporation),  by reason of the fact
that he is or was a director,  officer or  employee or agent of the  corporation
against  liability  incurred in connection  with such  proceeding if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful.
Section  607.0850  also  provides  that a  corporation  shall  have the power to
indemnify any person who was or is a party to any proceeding by, or in the right
of, the  corporation  to  procure a judgment  in its favor by reason of the fact
that he is or was a director,  officer,  employee  or agent of the  corporation,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof.

                                       8
<PAGE>
     Section  607.0850  further  provides  that  such   indemnification  may  be
authorized  if such  person  acted in good  faith and in a manner he  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation,
except that no indemnification  shall be made under this provision in respect of
any claim,  issue, or matter as to which such person shall have been adjudged to
be  liable  unless,  and only to the  extent  that,  the  court  in  which  such
proceeding  was  brought,  or any other court of competent  jurisdiction,  shall
determine upon application that,  despite the adjudication of liability,  but in
view of all  circumstances  of the case,  such  person is fairly and  reasonably
entitled to  indemnity  for such  expenses  which such court shall deem  proper.
Section 607.0850  further provides that to the extent that a director,  officer,
employee or agent has been  successful  on the merits or otherwise in defense of
any of the foregoing  proceedings,  or in defense of any claim,  issue or matter
therein,  he shall be  indemnified  against  expenses  actually  and  reasonably
incurred  by  him  in  connection   therewith.   Under  Section  607.0850,   any
indemnification   under  the  foregoing   provisions,   unless   pursuant  to  a
determination by a court, shall be made by the corporation only as authorized in
the specific case upon a determination that the indemnification of the director,
officer,  employee or agent is proper under the circumstances because he has met
the  applicable  standard of conduct.  In  addition  to the  foregoing,  Section
607.0850 permits a corporation  further to indemnify such persons by other means
unless a judgment or other final  adjudication  establishes  that such  person's
actions or omissions which were material to the cause of action constitute (1) a
crime (unless such person had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe it unlawful), (2) a transaction from which
he derived an improper  personal  benefit,  (3) a  transaction  in  violation of
Florida  Statutes  607.0834  (unlawful  distributions to  shareholders),  or (4)
willful  misconduct  or  conscious  disregard  for  the  best  interests  of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a  proceeding  by or in the right of a  shareholder.
Notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  by the  corporation  in a specific  case, a
director, officer, employee or agent of the corporation who is or was a party to
a proceeding may apply for  indemnification  to the  appropriate  court and such
court may order indemnification if it determines that such person is entitled to
indemnification under the applicable standard.

     Section  607.0850 also provides that a corporation  shall have the power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee or agent of the corporation  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of Section 607.0850.

     BY-LAWS.  The  Registrant's  by-laws  provide that it shall  indemnify  its
officers and  directors  and former  officers  and  directors to the full extent
permitted by law.

     DIRECTOR AND OFFICER LIABILITY  INSURANCE.  The Registrant's  directors and
officers are covered by insurance  policies  indemnifying  them against  certain
liabilities, including liabilities under the federal securities laws (other than
liability  under Section 16(b) of the Exchange Act),  which might be incurred by
them in such capacities.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     4(a)(1) Ocean Bio-Chem, Inc. 2002 Incentive Stock Option Plan

     4(a)(2) Ocean Bio-Chem, Inc. 2002 Non-Qualified Stock Option Plan

     4(b) Rule 10b5-1 Sales Trading Plan

     23(a) Consent of Berenfeld, Spritzer, Shechter & Sheer

     23(b) Consent of Levi & Gopman, P.A. (formerly known as Levi Cahlin & Co.
                                       9
<PAGE>

     Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  Prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "Securities Act").

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement.

     (iii) To include  any  additional  or  changed  material  information  with
respect to the plan of distribution not previously disclosed in the Registration
Statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
information  required to be included in a post-effective  amendment is contained
in periodic  reports filed with or furnished to the Commission by the Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

     2. That, for the purpose of determining  any liability under the Securities
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
this offering.

     4. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  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.

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

                                       10
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fort Lauderdale,  State of Florida, on this 23rd day
of October, 2007.

                                         OCEAN BIO-CHEM, INC.


                                         President and
                                         Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on this 23rd day of October, 2007.


Signature                                Title
(a)  Chief Executive Officer
     /s/ Peter G. Dornau                 President, Chairman of the Board, Chief
         Peter G. Dornau                 Executive Officer and Director

(b)  Chief Financial Officer
     /s/ Jeffrey S. Barocas              Vice President-Finance, Chief
         Jeffrey Barocas                 Financial Officer and Director

(c)  Directors
     /s/ Peter G. Dornau                 Director
         Peter G. Dornau

     /s/ Edward Anchel                   Director
         Edward Anchel

     /s/ Gregor M. Dornau                Director
         Gregor M. Dornau

     /s/ William W. Dudman
         William W. Dudman               Director

     /s/ Jeffrey S. Barocas              Director
         Jeffrey S. Barocas

     /s/ Laz L. Schneider                Director
         Laz L. Schneider

     /s/ James Kolisch                   Director
         James Kolisch

     /s/ John B. Turner                  Director
         John B. Turner

     /s/ Sonia B. Beard                  Director
         Sonia B. Beard

     Pursuant to the  requirements  of the  Securities Act of 1933, the Trustees
(or other persons who  administer  the employee  benefits plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto duly  authorized in the City of Fort  Lauderdale,  State of Florida on
this 23rd day of October, 2007.

                                     Ocean Bio-Chem, Inc. 2002 Incentive Stock
                                     Option Plan and 2002 Non-Qualified Stock
                                     Option Plan

                                     By:/s/ Peter G. Dornau
                                            Peter G. Dornau, Trustee

                                     By:/s/ Jeffrey S. Barocas
                                            Jeffrey S. Barocas, Trustee

                                       11
<PAGE>

                                POWER OF ATTORNEY
               For Registration Statement of Ocean Bio-Chem, Inc.

     KNOW BY THESE PRESENTS, That each of the undersigned directors and officers
of Ocean Bio-Chem,  Inc., a Florida corporation (the "Company"),  which proposes
to file with the  Securities  and Exchange  Commission,  Washington,  DC ("SEC")
under the provisions of the  Securities  Act of 1933, as amended (the "Act"),  a
new  S-8  Registration  Statement  and  one or  more  post-effective  amendments
("Registration  Documents")  to register  under said Act an  additional  145,000
shares of the  Common  Stock of the  Company to be used in  connection  with the
Company's Plan, hereby  constitutes and appoints Jeffrey S. Barocas his true and
lawful attorney-in-fact and agent, with full power to act as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Registration Documents and to file the same with all
exhibits thereto and any and all other documents in connection  therewith,  with
the SEC,  hereby  granting unto said  attorney-in-fact  and agent full power and
authority to do and perform any and all acts and things  requisite and necessary
to be done in and about the premises as fully and to all intents and purposes as
he 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 hereunto set their hand this 23rd
day of October, 2007.


     Signatures                                       Title

     /s/ Peter G. Dornau                              President, Chief Executive
         Peter G. Dornau                              Officer and Director

     /s/ Jeffrey S. Barocas                           Vice President-Finance,
         Jeffrey S. Barocas                           Chief Financial Officer
                                                      and Director

     /s/ Gregor M. Dornau                             Vice President-Sales and
         Gregor M. Dornau                             Marketing and Director

     /s/ William W. Dudman                            Vice President-Operations
         William W. Dudman                            and Director

     /s/ Edward Anchel                                Director
         Edward Anchel

     /s/ Laz L. Schneider                             Director
         Laz L.Schneider

     /s/ James Kolisch                                Director
         James Kolisch

     /s/ John B. Turner                               Director
         John B. Turner

     /s/ Sonia B. Beard                               Director
         Sonia B. Beard

                                       12
<PAGE>


                                  Exhibit Index

Exhibit Number:

     4(a)(1) Ocean Bio-Chem, Inc. 2002 Incentive Stock Option Plan

     4(a)(2) Ocean Bio-Chem, Inc. 2002 Non-Qualified Stock Option Plan

     4(b) Rule 10b5-1 Sales Traing Plan

     23(a) Consent of Berenfeld, Spritzer, Shechter & Sheer

     23(b) Consent of Levi & Gopman , P.A.(formerly known as Levi Cahlin & Co.




<PAGE>
                                                                 Exhibit 4(a)(1)

                              OCEAN BIO-CHEM, INC.

                        2002 INCENTIVE STOCK OPTION PLAN

                           EFFECTIVE OCTOBER 22, 2002


                                   1. PURPOSE

     1.1 GENERAL.  Ocean Bio-Chem,  Inc., a Florida corporation (the "Company"),
established  this  Incentive  Stock  Option  Plan (the  "Plan") to  further  the
Company's  growth  and  development  by  providing  to  officers  and  other key
employees  who are in a position to contribute  materially to the  prosperity of
the Company, through ownership of stock of the Company, an incentive to increase
their  interest in the  Company's  welfare,  to continue  their  services and to
afford a means  through  which the  Company  can  attract to its  service  other
employees of outstanding ability.

     1.2 COMPANY. For purposes of the Plan, the Company is deemed to include all
wholly owned subsidiaries of the Company.

     1.3 TAX  TREATMENT.  The Plan is adopted  with the  intent  that it be, and
continue  to be, an  "incentive  stock  option  plan"  entitling  the holders of
options to the special  tax  treatment  provided by Section 422 of the  Internal
Revenue Code of 1986 (the "Code").

                                2. ADMINISTRATION

     2.1 STOCK OPTION  COMMITTEE.  The Plan shall be  administered  by the Ocean
Bio-Chem,  Inc.,  Stock Option Plan Committee (the  "Committee")  which shall be
composed of at least two Non-Employee  directors of the Company.  The Committee,
to be appointed by the Board of  Directors,  shall have full and complete  power
and authority to do all things  necessary and proper for the  administration  of
the Plan, including the power to interpret and construe its terms and provisions
and to  determine,  consistent  with the  terms  of the  Plan,  the  individuals
selected to receive options,  the times when they shall receive them, the number
of shares to be subject to each option, and the option price.

     2.2 RULES AND  REGULATIONS.  The Committee,  as it may deem advisable,  may
issue rules and regulations for the administration of the Plan. When so directed
by the Committee,  appropriate officers of the Company shall execute and deliver
on behalf of the Company such options,  agreements and other  instruments as the
Committee  may  determine  necessary  to the  implementation  of the  Plan.  The
Committee may adopt and/or construe an appropriate  form for any such options or
agreements  and  instruments,  which  forms shall  contain  such  provisions  or
conditions  as the  Committee  deems  necessary or advisable in carrying out the
purposes of the Plan,  provided,  however,  that no such  provision or condition
shall be inconsistent with the Plan.

     2.3 DEFECTS OR  OMISSIONS.  The  Committee may correct any defect or supply
any  omission or  reconcile  any  inconsistency  in the Plan or in any option or
agreement  in the manner and to the extent it shall deem  expedient  to carry it
into effect,  and to meet the requirements of Section 422 of the Code, and shall
be the sole and final judge of such  expediency.  The Committee's  determination
shall be conclusive.


                          3. STOCK SUBJECT TO THE PLAN

     3.1 NUMBER OF SHARES.  Shares of the Company's Common Stock, par value $.01
per share  ("Common  Stock")  shall be subject to the Plan.  The total number of
shares of Common Stock which may be sold  pursuant to options  granted under the
Plan  ("Option"  or  "Options")  shall not exceed  400,000  shares,  adjusted as
provided in Section  3.2.  The shares of Common Stock sold under the Plan may be
either  authorized  and  unissued  shares or  issued  shares  reacquired  by the
Company.  Unless and until the Board of  Directors  shall  determine to purchase
shares in the market for the purpose of the Plan or to use treasury shares,  the
shares sold under the Plan shall be authorized and unissued  shares reserved for
that  purpose.  In the event  that any  Options  granted  under  the Plan  shall
terminate or expire for any reason  without  having been  exercised in full, the
shares of Common  Stock not  purchased  under those  Options  shall be available
again for the purpose of the Plan.

     3.2  ADJUSTMENTS.  Notwithstanding  any other provision of the Plan, in the
event of any change in any shares of the outstanding Common Stock of the Company
by  reason  of  a  stock  dividend,  recapitalization,   merger,  consolidation,
split-up,  stock split, reverse stock split,  combination or exchange of shares,
or action of like nature,  the aggregate  number and class of shares as to which
Options may be granted to any individual, the number and class of shares subject
to each outstanding Option and the Option prices shall be appropriately adjusted
in  proportion  to  such  increases  or  decreases  by  the   Committee,   whose
determination shall be conclusive.

     3.3 REVERSION OF SHARES TO THE SHARE RESERVE.  If any Stock Award shall for
any reason expire or otherwise  terminate,  in whole or in part,  without having
been exercised in full, the shares of Common Stock not acquired under such Stock
Award shall revert to and again become available for issuance under the Plan.

<PAGE>
     3.4 SOURCE OF SHARES. The shares of Common Stock subject to the Plan may be
unissued shares or reacquired shares, bought on the market or otherwise.

                        4. ELIGIBILITY AND PARTICIPATION

     4.1  INCENTIVE  STOCK OPTION  $100,000  LIMITATION.  To the extent that the
aggregate  Fair Market Value  (determined  at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Optionholder during any calendar year (under all plans of the Company and
its Affiliates) exceeds one hundred thousand dollars ($100,000),  the Options or
portions  thereof which exceed such limit  (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

     4.2  OFFICERS  AND  CERTAIN  EMPLOYEES.  Options  may be  granted  only  to
full-time  salaried  officers  and key  employees  of the  Company or any of its
subsidiaries.  Directors  of the  Company  who are not also  full-time  salaried
officers or employees of the Company will not be eligible to receive Options.

     4.2 TEN PERCENT SHAREHOLDER LIMITATION. If an Option is to be granted to an
individual who, at the time the Option is granted,  owns Common Stock possessing
more than 10 percent (10%) of the total combined  voting power of all classes of
stock of the Company or of its parent or subsidiary (as determined under Section
425(d) of the Code),  the  purchase  price of the Common Stock under each Option
("Option  Price") set out in the  applicable  portion of Article 5 hereof  shall
read "but shall be at least 110 percent of its Fair Market Value" and the period
of exercise  set out in the  applicable  portion of Article 6 hereof  shall read
"and  ending not more than five (5) years  after the date on which the option is
granted".
                                    5. PRICE

     5.1  DETERMINATION.  The Option Price shall be determined by the Committee,
but shall not be less than 100 percent of its fair market  value (as  determined
by Section 422 of the Code) ("Fair Market Value") at the time of granting of the
Option, as determined in good faith by the Committee.

     5.2 PAYMENT. Upon exercise of the Option, the Option Price shall be paid in
full with cash or with stock of the  Company  or with  demand  promissory  notes
bearing the rate of interest required by the Code, as amended from time to time,
at the option of the Employee.

     5.3 USE OF PROCEEDS. The proceeds from the issuance of Common Stock subject
to Options are to be added to the funds of the Company available for its general
corporate purposes.
                              6. EXERCISE OF OPTION

     6.1  PERIOD OF  EXERCISE.  Each  Option  granted  under  the Plan  shall be
exercisable  only during such period as the Committee may  determine,  beginning
not less than one (1) year and  ending  not more than ten (10)  years  after the
date on which the Option is granted ("Expiration  Date"),  except as such period
may be modified under the provisions or Sections 8.1 and 9.1 hereof. Within such
limits each Option shall provide,  as determined by the  Committee,  the time or
times at which and the  number of shares for which it may be  exercised.  Unless
otherwise provided in the Committee's  action,  each Option shall be exercisable
in whole at any  time,  or in part  from  time to time,  during  the term of the
Option.  The  holder of an Option  shall  have no rights as a  shareholder  with
respect to shares subject to the Option until such shares shall have been issued
to him upon  exercise  of the  Option.  An Option  may be  exercised  during the
lifetime of the holder  thereof  only by such  holder,  and,  after the holder's
death, as provided in Sections 9.1 and 9.2 hereof.

     6.2  CHANGE  OF  CONTROL.  Provided  however,  in the  event of a change in
control  of  Company,  each  Option  granted  under  this  Plan  shall  be fully
exercisable.

     6.3 SALE. An individual  who has acquired  Common Stock upon exercise of an
Option may not sell,  transfer  or  otherwise  dispose  of the  Common  Stock so
acquired within two years from the date of the granting of the Option nor within
one year after the transfer of the shares to the individual.

     6.4 VESTING  GENERALLY.  The total number of shares of Common Stock subject
to an Option  may,  but need  not,  vest and  therefore  become  exercisable  in
periodic  installments  that may,  but need not,  be equal.  The  Option  may be
subject to such other terms and  conditions  on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem  appropriate.  The vesting  provisions of individual  Options may vary. The
provisions of this Section 6(g) are subject to any Option  provisions  governing
the  minimum  number  of shares  of  Common  Stock as to which an Option  may be
exercised.
                        7. NON-TRANSFERABILITY OF OPTIONS

     7.1  GENERAL.  No  Option  granted  under  the Plan  shall be  transferable
otherwise than by will or the laws of descent and distribution.

<PAGE>
                          8. TERMINATION OF EMPLOYMENT

     8.1 GENERAL. If employment of the holder of an Option is terminated for any
reason, other than by death or disability,  the holder's Option may be exercised
only within three months from the date of such termination of employment, but in
no event after the Expiration Date of the Option; provided, however, that if the
holder is  dismissed  for  cause,  as to which the  Committee  shall be sole and
exclusive judge, the Option shall expire immediately.

     9.1 DEATH WHILE EMPLOYED. If the holder of an Option dies while employed by
the Company,  the Option may be exercised by the personal  representative of the
Option holder,  for a period of six (6) months from the date of death, but in no
event after the Expiration Date of the Option.

     9.2 DEATH AFTER  TERMINATION.  If the holder of an Option dies within three
months after  termination of employment  other than for cause, the Option may be
exercised by the personal  representative  of the Option  holder for a period of
six (6) months from the date the Option holder's employment was terminated,  but
in no event after the Expiration Date of the Option.

     9.3  DISABILITY.  If the holder of an Option  becomes  disabled  within the
meaning of Section  22(e)(3)  of the Code,  the Option may be  exercised  by the
Option holder within one year after his becoming disabled, but in no event after
the Expiration Date of the Option.

                          10. AMENDMENT AND TERMINATION

     10.1 TERM. Unless the Plan has been terminated as hereinafter provided, the
Plan  shall  terminate  on October  21,  2012,  and no Option  under it shall be
granted  thereafter.  The Board of Directors of the Company at any time prior to
that date may terminate the Plan.

     10.2  AMENDMENT.  The Board of Directors  may also amend the Plan by making
such changes and  additions to it as the Board shall deem  advisable;  provided,
however,  that except as provided in Section 3.2 hereof,  the Board of Directors
may not, without further  approval by the Shareholders of the Company,  increase
the maximum  number of shares as to which  Options may be granted or  exercised;
and  provided  further,  that any such  change or  addition  does not affect the
Plan's status under Section 422 of the Code. No  termination or amendment of the
Plan  may,  without  the  consent  of the  holder of an  Option  then  existing,
terminate  his Option or materially  and  adversely  affect his rights under the
Option.
                               11. EFFECTIVE DATE

     11.1 SHAREHOLDER APPROVAL. The Plan shall become effective upon adaption by
the Board of Directors of the Company, provided that it shall be approved by the
vote of the holders of a majority  of the shares of Common  Stock of the Company
outstanding and entitled to vote at a meeting of shareholders held within twelve
(12) months after the Plan is adopted by the Board of Directors.

                         12. TIME OF GRANTING OF OPTIONS

     12.1 FORMAL  GRANTING.  Nothing  contained in the Plan or in any resolution
adopted or to be adopted by the Board of  Directors or the  shareholders  of the
Company shall constitute the granting of an Option hereunder. The granting of an
Option  pursuant  to the Plan and the  acquisition  of any  rights  as an Option
holder shall take place only when the  Committee  authorizes  the issuance of an
Option,  and a formal written and executed  Option  agreement is executed by the
holder of the Option.

     12.2 TEN YEAR LIMIT.  Subject to the  provisions of Article 10, Options may
be  granted  under  the Plan  within  ten (10)  years  from the date the Plan is
adopted  by the  Board  of  Directors  of the  Company  or the  date the Plan is
approved by the Shareholders, whichever is earlier.

                          13. MISCELLANEOUS PROVISIONS

     13.1 OPTION DATE.  An Option shall have been deemed to have been granted on
the date fixed in the  resolution of the Committee  authorizing  the granting of
such Option,  provided  such date shall not be prior to the date of the adoption
of such resolution. If no date is fixed by such resolution,  the Option shall be
deemed to have been granted on the date of adoption of the resolution,  provided
that the agreement relating to the Option shall be executed and delivered within
thirty (30) days  therefrom;  otherwise  the Option shall be deemed to have been
granted on the date of delivery of such agreement to the optionee.

     13.2  INDEMNIFICATION  OF COMMITTEE.  Without  limiting any other rights of
indemnification,  the  members  of the  Committee  shall be  indemnified  by the
Company against the reasonable expenses (including  attorney's fees,  judgments,
fines,  and amounts  paid in  settlement)  actually  incurred as a result of any
action,  suit or proceeding,  or any appeal therein ("Claim"),  to which they or
any of them may be a party by reason of any action taken or failure to act under
or in  connection  with  the  Plan,  and  against  all  amounts  paid by them in
settlement  of such Claim,  to the full extent  permissible  under  Florida Law;
provided that within sixty (60) days after  institution  of any such Claim,  the
Committee member involved offers the Company in writing the opportunity,  at its
Own expense, to handle and defend the same.


<PAGE>
     13.3  JURISDICTION AND VENUE.  This Agreement shall be governed by the laws
of the state of Florida and any litigation  with respect to this Agreement shall
be in the state or Federal courts situated in Broward County, Florida

<PAGE>
                                                                 Exhibit 4(a)(2)

                      2002 NON-QUALIFIED STOCK OPTION PLAN
                        ADOPTED BY THE BOARD OF DIRECTORS
                              ON OCTOBER 22, 2002,
                        EFFECTIVE AS OF OCTOBER 22, 2002

                                  1. PURPOSE.

     (a) The purpose of the Ocean Bio-Chem, Inc. 2002 Non-Qualified Stock Option
Plan (the "2002 Non-Qualified Plan") is to strengthen Ocean Bio-Chem,  Inc. (the
"Company") and its subsidiary corporation,  within the meaning of Section 425 of
the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  by  providing
directors  who  are  not  full-time   salaried   employees  (the   "Non-Employee
Directors") and consultants, such as, for example, but without limitation, legal
or financial service providers or software, hardware, or other product designers
("Consultants") added incentives for high levels of performance and to encourage
stock ownership in the Company.  The 2002 Non-Qualified Plan seeks to accomplish
these  goals by  providing  a means  whereby  such  Non-Employee  Directors  and
Consultants of the Company and its  subsidiaries  may be given an opportunity to
purchase (by way of an option) common stock of the Company.

     (b) The Company,  by means of the 2002 Non-Qualified  Plan, seeks to secure
and retain the services of such  Non-Employee  Directors and  Consultants of the
Company or its subsidiaries and to provide  incentives for such persons to exert
maximum efforts for the success of the Company and its subsidiaries.

     (c)  The  Company   intends   that  the  options   issued  under  the  2002
Non-Qualified  Plan shall be options  which do not  qualify as  incentive  stock
options ("non-qualified stock options").

                               2. ADMINISTRATION.

     (a) The 2002  Non-Qualified Plan has been adopted and shall be administered
by a compensation  committee  ("Committee"),  composed of not fewer than two (2)
members of the Board of Directors  (the  "Board").  All members of the Committee
must be "outside directors" within the meaning of Section 162(m) of the Code. It
is recommended,  and the Board of Directors  shall endeavor,  to select at least
three (3) members of the Board who qualify as "outside  directors")  to serve on
the Committee. Members of the Committee shall serve at the pleasure of the Board
and the Board may from time to time remove  members from, or add members to, the
Committee.  All of the  members of the  Committee  also  shall be "Non  Employee
Directors" as provided in Rule 16b-3(i)  promulgated  pursuant to the Securities
Exchange Act of 1934, as amended ("1934 Act").

     (b)  The  Committee   shall  have  the  power,   in  connection   with  the
administration  of the  2002  Non-Qualified  Plan,  subject  to and  within  the
limitations of the express provisions of the 2002 Non-Qualified Plan:

     (i) To determine from time to time which of the persons  eligible under the
2002  Non-Qualified  Plan shall be  granted  an option;  when and how the option
shall be  granted;  the  provisions  of each option  granted  (which need not be
identical),  including, without limitation, the time or times during the term of
each option  within which all or portions of such option may be  exercised;  and
the number of shares for which an option shall be granted to each such person;

     (ii) To determine any conditions or restrictions  imposed on stock acquired
pursuant to the exercise of an option (including, but not limited to, repurchase
rights, forfeiture restrictions and restrictions on transferability);

     (iii) To construe and interpret the 2002 Non-Qualified Plan and the options
granted  under it, to construe and  interpret  any  conditions  or  restrictions
imposed on stock acquired  pursuant to the exercise of an option,  to define the
terms used herein, and to establish,  amend and revoke rules and regulations for
its  administration.  The Committee,  in the exercise of this power, may correct
any defect,  omission or inconsistency in the 2002  Non-Qualified Plan or in any
option  agreement  in a manner  and to the  extent it shall  deem  necessary  or
expedient to make the 2002 Non-Qualified Plan fully effective;

     (iv) To cancel,  at any time and from time to time, with the consent of the
affected optionee or optionees, any or all outstanding options granted under the
2002 Non-Qualified Plan and the grant and substitution  therefore of new options
under the 2002 Non-Qualified  Plan (subject to limitations  hereof) covering the
same or different  number of shares of stock at an option price per share in all
events not less than the fair market value on the new grant date; and

     (v) Generally, to exercise such powers and to perform such acts as it deems
necessary or expedient to promote the best interests of the Company.

     (c)  The  Committee  shall  comply  with  the  provisions  of  Rule  16b-3,
promulgated  pursuant  to the 1934 Act as in effect  from  time to time,  to the
extent applicable to the 2002 Non-Qualified Plan.

     (d) Any action of the Committee with respect to  administration of the 2002
Non-Qualified  Plan  shall  be  taken  pursuant  to a  majority  vote  or to the
unanimous  written  consent of its members.  In the event that the  Committee is
composed of two members,  and one member abstains from a vote on a matter, issue
or item for decision, the remaining member may vote and his or her vote shall be

<PAGE>
considered a majority vote of the  Committee.  A vote of the Committee  shall be
reported to the full Board of Directors,  which may elect to accept such vote or
reconsider  the  matter and cast a  contrary  or  differing  vote,  which  shall
control.  Any member of the  Committee  who is eligible  for an award under this
Plan shall abstain from consideration of such award by the Committee.

     (e) The  determinations  of the  Committee  on matters  referred to in this
paragraph 2 shall be final and conclusive.

               3. SHARES SUBJECT TO THE 2002 NON-QUALIFIED PLAN.

     Subject to the  provisions  of  paragraph  9 relating to  adjustments  upon
changes  in stock,  the stock that may be offered  pursuant  to options  granted
under the 2002  Non-Qualified  Plan shall not exceed  the  aggregate  of 200,000
shares of the  Company's  common  stock.  If any option  granted  under the 2002
Non-Qualified  Plan  shall for any  reason  expire,  be  canceled  or  otherwise
terminate  without having been exercised in full, the stock not purchased  under
such option shall again become available for the 2002 Non-Qualified Plan.

                                4. ELIGIBILITY.

     (a)   Non-Employee   Directors  and  Consultants  of  the  Company  or  its
subsidiaries shall be eligible to receive non-qualified stock options.

     (b)  Notwithstanding  anything to the contrary  contained in this Plan,  no
person may be granted  an option  under this Plan if such  person at the time of
grant  holds  options to  purchase  more than 10% of the  outstanding  shares of
common  stock of the  Company.  In  addition,  no person may be granted  (in any
calendar  year)  options to purchase  more than 100,000  shares of common stock,
subject to adjustment pursuant to paragraph 9.

                             5. OPTION PROVISIONS.

     Each  option  shall be in such  form  and  shall  contain  such  terms  and
conditions as the Committee shall deem  appropriate.  The provisions of separate
options  need  not  be  identical,   but  each  option  shall  include  (through
incorporation of provisions  hereof by reference in the option or otherwise) the
substance of each of the following provisions:

     (a) Each option  granted and all rights or  obligations  thereunder  by its
terms shall expire on such date as the  Committee  may determine as set forth in
such stock option agreement, but not later than ten (10) years from the date the
option was  granted  and shall be subject to  earlier  termination  as  provided
elsewhere in the 2002 Non-Qualified Plan. For purposes of the 2002 Non-Qualified
Plan,  the date of grant of an option  shall be the date on which the  Committee
takes final action approving the award of the option,  notwithstanding  the date
the optionee accepts the option,  the date of execution of the option agreement,
or any other date with respect to such option.

     (b) The exercise  price of each option shall be determined by the Committee
and shall be not less than one hundred percent (100%) of the "fair market value"
of the stock  subject to the option on the date the option is  granted,  as such
term in quotations is defined below; provided,  however, that the purchase price
of common stock  subject to an  incentive  stock option may not be less than one
hundred ten percent (110%) of such fair market value where the optionee owns (or
is deemed to own pursuant to Section 424(d) of the Code) stock  possessing  more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Company. The fair market value of such stock shall be determined by
the Committee in accordance with any reasonable valuation method.

     (c) The  purchase  price of stock  acquired  pursuant to an option shall be
paid at the time the option is exercised (i) in cash, check payable to the order
of the Company, or (ii) shares of common stock of the Company with a fair market
value equal to the option price for the shares being purchased;  or (iii) having
shares  withheld from the total number of shares of Common Stock to be delivered
upon exercise;  or (iv)  delivering a properly  executed  notice,  together with
irrevocable  instructions  to a broker,  to promptly  deliver to the Company the
amount of sale or loan  proceeds to pay the  exercise  price.  If a person other
than the  optionee  exercises  an option,  such person must  furnish the Company
appropriate  documentation  evidencing that such person or persons have the full
legal right and power to exercise the option on behalf of and for the optionee.

     (d) An option by its terms may only be  transferred  by will or by the laws
of descent  and  distribution  upon the death of the  optionee or by a qualified
domestic  relations  order, as such term is defined in the Internal Revenue Code
of 1986,  as  amended,  and  shall not be  transferable  during  the  optionee's
lifetime  (unless  by a  qualified  domestic  relations  order),  and  shall  be
exercisable during the lifetime of the person to whom the option is granted only
by such person (unless by a qualified domestic relations order).

     (e) Subject to  subparagraph  5(f) and except as provided in paragraph  10,
each option shall be exercisable in such installments,  which need not be equal,
and upon such contingencies as the Committee shall determine.  In addition,  the
Committee  shall have the power to  accelerate  the time (other than,  except as
provided in  paragraph  10, the  expiration  date) during which an option may be
exercised,  notwithstanding the provisions in the option stating the time during
which it may be exercised.


<PAGE>
     (f) From time to time during each of such installment  periods,  the option
may be  exercised  with  respect to some or all of the shares  allotted  to that
period,  and/or with respect to some or all of the shares  allotted to any prior
period as to which the option was not fully  exercised.  During the remainder of
the term of the option (if its term  extends  beyond the end of the  installment
periods),  the option  may be  exercised  from time to time with  respect to any
shares then remaining subject to the option. The provisions of this subparagraph
5(f) are subject to any option provisions governing the minimum number of shares
as to which an option may be exercised.

     (g) The Company may require any  optionee,  or any person to whom an option
is transferred  under  subparagraph  5(d), as a condition of exercising any such
option, to give written assurances satisfactory to the Company stating that such
person is  acquiring  the stock  subject  to the option  for such  person's  own
account and not with any present intention of selling or otherwise  distributing
the stock. The requirement of providing written  assurances,  and any assurances
given pursuant to the requirement,  shall be inoperative if (i) the shares to be
issued  upon the  exercise  of the  option  have  been  registered  under a then
currently effective  registration statement under the Securities Act of 1933, as
amended (the  "Securities  Act"), or (ii) a determination is made by counsel for
the Company that such written  assurances are not required in the  circumstances
under the then applicable federal or state securities laws.

     (i) The stock option  agreement may, but need not, provide that such option
may be exercised at any specified time up to one (1) year following the death of
the optioneee by the person or persons to whom the optionee's  rights under such
option pass by will or by the laws of descent and distribution,  but only to the
extent that the optionee was entitled to exercise said option  immediately prior
to death.

     (ii)  The  options  may be  canceled  for  "cause",  whereupon  the  option
terminates  immediately  as to all  unexercised  options.  Cause  shall  include
termination for  malfeasance or gross  misfeasance in the performance of duties,
or conviction  of illegal  activity in connection  therewith,  conviction  for a
felony, or any significant  conduct  detrimental to the interests of the Company
or any of its subsidiaries,  and the determination of the Committee with respect
thereto shall be final and conclusive.

     (h) Options may be exercised by ten (10) days' written notice  delivered to
the Company  stating  the number of shares  with  respect to which the option is
being  exercised,  together  with  payment  for such  shares.  Not less than one
hundred  (100)  shares  may be  purchased  at any one  time  unless  the  number
purchased is the total number of shares which may be purchased under the option.

     (i) Any  option  granted  hereunder  shall  provide  as  determined  by the
Committee for appropriate  arrangements  for the  satisfaction by the Company or
its subsidiaries and the optionee of all federal,  state, local or other income,
excise or employment  taxes or tax  withholding  requirements  applicable to the
exercise of the option or the later  disposition  of the shares of stock thereby
acquired. Such arrangements shall include, without limitation,  the right of the
Company or any  subsidiary  thereof to deduct or withhold,  if permitted by law,
shares of stock from any  transfer or payment to an optionee or, if permitted by
law,  to  receive  transfers  of  shares  of stock or  other  property  from the
optionee,  in such  amount or amounts  deemed  required  or  appropriate  by the
Committee in its discretion. Any shares of stock issued pursuant to the exercise
of any option and  transferred  by the  optionee to the Company for  purposes of
satisfying any withholding obligations shall not again be available for purposes
of the 2002 Non-Qualified Plan.

                          6. COVENANTS OF THE COMPANY.

     (a) During the terms of the options  granted  under the 2002  Non-Qualified
Plan,  the  Company  shall keep  available  at all times the number of shares of
stock required to satisfy such options.

     (b) The Company  shall seek to obtain from each  regulatory  commission  or
agency having  jurisdiction over the 2002 Non-Qualified Plan or the Company such
authority as may be required to issue and sell shares of stock upon  exercise of
the options granted under the 2002 Non-Qualified Plan; provided,  however,  that
this undertaking  shall not require the Company to register under the Securities
Act either  the 2002  Non-Qualified  Plan,  any  option  granted  under the 2002
Non-Qualified  Plan, or any stock issued or issuable pursuant to any such option
or grant. If the Company is unable to obtain from any such regulatory commission
or agency the authority  which  counsel for the Company deems  necessary for the
lawful issuance and sale of stock under the 2002 Non-Qualified Plan, the Company
shall be relieved  from any  liability  for failure to issue and sell stock upon
grant or upon  exercise  of such  options  unless  and until such  authority  is
obtained.

     (c) The  Company  shall  indemnify  and hold  harmless  the  members of the
Committee  in any  action  brought  against  any member in  connection  with the
administration of the 2002 Non-Qualified Plan to the maximum extent permitted by
then applicable law.

                         7. USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of stock pursuant to options  granted under the 2002
Non-Qualified Plan shall constitute general funds of the Company.

<PAGE>
                               8. MISCELLANEOUS.

     (a)  Neither an  optionee  nor any person to whom an option is  transferred
under  subparagraph  5(d) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all  requirements for exercise of the option
pursuant to its terms.

     (b) Nothing  contained  in the 2002  Non-Qualified  Plan,  or in any option
granted pursuant to the 2002  Non-Qualified  Plan, shall obligate the Company or
any of its  subsidiaries  to employ any  employee for any period or interfere in
any way with the right of the Company or any of its  subsidiaries  to reduce the
compensation of any employee.

                     9. ADJUSTMENTS UPON CHANGES IN STOCK.

     If the  outstanding  shares  of the  stock of the  Company  are  increased,
decreased,  or changed  into,  or  exchanged  for a different  number or kind of
shares or securities of the Company,  without  receipt of  consideration  by the
Company,  through reorganization,  merger,  recapitalization,  reclassification,
stock split, stock dividend,  stock consolidation,  or otherwise, an appropriate
and  proportionate  adjustment shall be made in the number and kind of shares as
to which options may be granted. A corresponding  adjustment changing the number
or kind of shares and the  exercise  price per share  allocated  to  unexercised
options,  or portions  thereof,  which shall have been granted prior to any such
change shall likewise be made. Any such adjustment,  however,  in an outstanding
option  shall be made  without  change  in the  total  price  applicable  to the
unexercised  portion of the option but with a  corresponding  adjustment  in the
price for each share subject to the option. Adjustments under this section shall
be made by the Committee,  whose  determination as to what adjustments  shall be
made,  and the extent  thereof,  shall be final and  conclusive.  No  fractional
shares of stock shall be issued under the 2002  Non-Qualified Plan on account of
any such adjustment.

                             10. TERMINATING EVENT.

     Not less than thirty (30) days prior to the  dissolution  or liquidation of
the Company,  or a  reorganization,  merger or consolidation of the Company with
one or more  corporations  as a result  of  which  the  Company  will not be the
surviving or resulting corporation, or a sale of substantially all the assets of
the Company to another  person,  or a reverse merger in which the Company is the
surviving  corporation  but  the  shares  of  the  Company's  stock  outstanding
immediately  preceding  the merger are  converted  by virtue of the merger  into
other property, or in the event of any other capital  reorganization or in which
shares of stock of the Company  possessing  more than fifty percent (50%) of the
voting power of the Company are exchanged (a "Terminating Event"), the Committee
shall  notify each  optionee  of the  pendency of the  Terminating  Event.  Upon
delivery of said notice, any option granted prior to the Terminating Event shall
be,  notwithstanding  the provisions of paragraph 5 hereof,  exercisable in full
and not only as to those shares with respect to which installments, if any, have
then accrued, subject, however, to earlier expiration or termination as provided
elsewhere in the 2002  Non-Qualified  Plan. Upon the date thirty (30) days after
delivery  of said  notice,  any option or portion  thereof not  exercised  shall
terminate,  and upon  the  effective  date of the  Terminating  Event,  the 2002
Non-Qualified Plan shall terminate,  unless provision is made in connection with
the  Terminating  Event  for  assumption  of  options  theretofore  granted,  or
substitution  for such  options of new  options  covering  stock of a  successor
employer corporation,  or a parent or subsidiary corporation thereof,  solely at
the option of such successor  corporation  or parent or subsidiary  corporation,
with  appropriate  adjustments  as to  number  and kind of  shares  and  prices.
Formation of a holding company for the Company in which the  shareholders of the
holding  company  after  its  formation  are  substantially  the same as for the
Company prior to the holding company formation shall not be a Terminating Event.

                 11. AMENDMENT OF THE 2002 NON-QUALIFIED PLAN.

     (a) The  Committee at any time,  and from time to time,  may amend the 2002
Non-Qualified Plan, PROVIDED, HOWEVER, that the provisions of paragraph 12 shall
not be amended more than once every three (3) months, other than to comport with
changes in the Internal  Revenue Code, the Employee  Retirement  Income Security
Act or the rules  thereunder.  Except as  provided  in  paragraph  9 relating to
adjustments upon changes in stock, no amendment shall be effective unless within
twelve (12) months before or after the adoption of the amendment, by the vote of
a majority of the shares of the company represented and voting at a shareholders
meeting or by the written consent of a majority of the outstanding shares of the
Company where the amendment will:

     (i)  Increase  the number of shares  reserved  for  options  under the 2002
Non-Qualified Plan;

     (ii) Materially modify the requirements as to eligibility for participation
in the 2002 Non-Qualified Plan; or

     (iii) Materially  increase the benefits accruing to participants  under the
2002 Non-Qualified Plan.

<PAGE>
     (b) Rights and  obligations  under any option granted  pursuant to the 2002
Non-Qualified  Plan shall not be altered or  impaired by  amendment  of the 2002
Non-Qualified  Plan,  except with the consent of the person to whom the stock or
option was granted.

  12. TERMINATION, SUSPENSION AND LIMITATIONS OF THE 2002 NON-QUALIFIED PLAN.

     (a) The Committee may suspend or terminate the 2002  Non-Qualified  Plan at
any time. Unless sooner terminated,  the 2002 Non-Qualified Plan shall terminate
ten years from the effective date of the 2002 Non-Qualified Plan. No options may
be granted under the 2002  Non-Qualified  Plan while the 2002 Non-Qualified Plan
is suspended or after it is terminated.

     (b) Rights and  obligations  under any option granted  pursuant to the 2002
Non-Qualified  Plan while the 2002  Non-Qualified Plan is in effect shall not be
altered or impaired by suspension or termination of the 2002 Non-Qualified Plan.

     (c)  Notwithstanding  any other  provision  of this Plan,  no option may be
granted hereunder that by its terms may be exercised beyond the time that is ten
(10) years from its date of grant by the Company.

                          13. EFFECTIVE DATE OF PLAN.

     The 2002 Non-Qualified Plan shall become effective as of October 22, 2002.



<PAGE>
                                                                    Exhibit 4(b)

                        Raymond James & Associates, Inc.
                         Rule 10b5-1 Sales Trading Plan
                   (Non-discretionary Plan-Owned Shares Only)


     Use this  version of the Sales Plan if the seller  wishes to  indicate  the
amount,  price and date of stock sales with such  specificity that Raymond James
will not have any  discretion  over how,  when and whether to sell stock  (other
than the discretion inherent in applying ordinary principles of best execution).
,("Seller")  hereby adopts this Sales Plan dated  October , 2007 ("Sales  Plan")
between Seller and Raymond James & Associates, Inc. ("Raymond James"), acting as
agent.


                                    Recital


     This Sales Plan is being  entered into between  Seller and Raymond James to
establish a trading plan for Seller that complies with the  requirements of Rule
10b5-1(c)(1)  under  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act").  Seller is establishing  this Sales Plan to dispose of all or a
portion of Seller's  holdings of the [common stock],  [par value $[ ] per share]
[no par value] (the "Stock"), of [name of issuer] (the "Issuer").

A.       Implementation of the Plan

     1. Seller hereby appoints Raymond James to sell shares of Stock pursuant to
the terms and conditions set forth below.  Subject to such terms and conditions,
Raymond James hereby accepts such appointment.

     2. Raymond James is  authorized  to begin  selling  Stock  pursuant to this
Sales Plan on  ___________________,  200___  (which shall be no earlier than ___
days from the date this Sales Plan is adopted) and shall cease  selling Stock on
the earliest to occur of the date on which Raymond James receives  notice of the
death of Seller, as soon as reasonably  practical after learning that the Issuer
or any other person  publicly  announces a tender or exchange offer with respect
to the  Stock,  the  date  of  public  announcement  of a  merger,  acquisition,
reorganization,   recapitalization  or  comparable   transaction  affecting  the
securities  of the  Issuer  as a result  of which  the  Stock  is  exchanged  or
converted  into  shares of  another  company,  the date on which  Raymond  James
receives  notice  of  the  commencement  of any  proceedings  in  respect  of or
triggered  by  Seller's  bankruptcy  or  insolvency  and  (specify  one or  more
occurrences   that  will  mark  the  last  day  on  which   sales  may   occur):
________________,  200___;  and the date that an aggregate of _______  shares of
Stock are sold  pursuant  to this Sales  Plan;  and the date that the  aggregate
proceeds of sales pursuant to this Sales Plan (after  deducting  commissions and
other expenses of sale reaches  $___________.  (the "Plan Sales Period").

     3. (a) Raymond  James  shall sell the Daily Sale Amount (as defined  below)
for the  account of Seller on each Sale Day (as defined  below),  subject to the
following restrictions,  if desired:  Raymond James shall not sell any shares of
Stock pursuant to this Sales Plan at a price of less than $ __________per  share
(before  deducting  commissions  and other  expenses of sale) (the "Minimum Sale
Price"). (insert other restrictions, if any) ___________________________.

     (b) A "Sale Day" is  (specify  the days on which  Raymond  James is to sell
Stock,  e.g., "each Trading Day," "the first Monday of each month" or "the first
Trading Day immediately  succeeding any period of five consecutive  Trading Days
during  which the market  price of the Stock on each Trading Day was equal to or
greater than $25") ______________________________________  during the Plan Sales
Period,  provided that if any Sale Day is not a Trading Day, such Sale Day shall
be deemed to fall on the next succeeding Trading Day. A "Trading Day" is any day
during the Plan Sales Period that the [name of principal  market or exchange for
the Stock] (the  "Principal  Market") is open for  business and the Stock trades
regular way on the Principal Market.

     (c) The "Daily  Sale  Amount"  for any Sale Day shall be (please  check the
applicable  box to indicate the amount of Stock that Raymond James is to sell on
each Sale Day):  _____________  shares of Stock. an amount of Stock resulting in
aggregate  proceeds (after  deducting  commissions and other expenses of sale of
$________________.   determined  in  accordance  with  the  following   formula:

     (1) he amount  set forth on the grid  below  opposite  the per share  price
range that  corresponds  to the reported  price of the opening  reported  market
transaction in the Stock on such  Sale  Day.
--------------------------------------------------------------------------------
-------------------------------------- Reported Price of Opening Reported Market
Transaction in the Stock Daily  Sale  Amount
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------     If     the     price     is     below
$______________________
--------------------------------------------------------------------------------
--------------------------------------
--------------------------------------------------------------------------------

<PAGE>
If     the      price      is      between      $_______      and      $________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------  If the  price is  between  $_______  and
$________
--------------------------------------------------------------------------------
--------------------------------------
--------------------------------------------------------------------------------
If        the        price        is        above        $_____________________.

     (d)  Subject  to the  restrictions  set forth in  paragraph  A.3(a)  above,
Raymond  James shall sell the Daily Sale Amount on each Sale Day under  ordinary
principles of best execution at the then-prevailing market price.

     (e) If,  consistent  with ordinary  principles of best execution or for any
other  reason,  Raymond James cannot sell the Daily Sale Amount on any Sale Day,
then  (select  one):  the  amount  of  such  shortfall  may be  sold  as soon as
practicable on the immediately  succeeding Trading Day under ordinary principles
of best execution; provided that in no event may the amount of the shortfall for
any such Sale Day be sold  later than the  fourth  business  day after such Sale
Day. Raymond James's  obligation to sell Stock on such Sale Day pursuant to this
Sales Plan  shall be deemed to have been  satisfied.  Nevertheless,  if any such
shortfall  exists after the close of trading on the last Trading Day of the Plan
Sales Period,  Raymond James's  authority to sell such shares for the account of
Seller under this Sales Plan shall terminate.

     (f) The Daily Sale Amount and the Minimum Sale Price, if applicable,  shall
be adjusted  automatically  on a  proportionate  basis to take into  account any
stock split,  reverse stock split or stock dividend with respect to the Stock or
any change in  capitalization  with respect to the Issuer that occurs during the
Plan Sales Period.

4. Raymond James shall not sell Stock  hereunder at any time when:

     (i) Raymond James,  in its sole  discretion,  has determined  that a market
disruption,  banking moratorium,  outbreak or escalation of hostilities or other
crisis or calamity has occurred; or

     (ii) Raymond  James,  in its sole  discretion,  has  determined  that it is
prohibited  from  doing so by a legal,  contractual  or  regulatory  restriction
applicable to it or its  affiliates or to Seller or Seller's  affiliates  (other
than any such restriction  relating to Seller's possession or alleged possession
of material nonpublic information about the Issuer or the Stock); or

     (iii)  Raymond  James has received  notice from the Issuer or Seller of the
occurrence of any event contemplated by paragraph 3 of the certificate set forth
as Exhibit A hereto; or

     (iv) Raymond James has received notice from Seller to terminate the plan in
accordance with paragraph C.1 below.

     5. (a) Seller has  delivered  the Stock to be sold  pursuant  to this Sales
Plan (with the amount to be estimated by Seller in good faith, if the Daily Sale
Amount is designated as an aggregate  dollar amount) (the "Plan Shares") into an
account at Raymond James in the name of and for the benefit of Seller (the "Plan
Account").

     (b) Raymond  James shall  withdraw  Stock from the Plan Account in order to
effect  sales of Stock  under this Sales  Plan.  If at any time  during the Plan
Sales  Period the number of shares of Stock in the Plan Account is less than the
number of Plan Shares remaining to be sold pursuant to this Sales Plan,  Raymond
James  shall have no further  obligation  to effect  sales of Shares  under this
Sales Plan.

     (c) To the extent that any Stock  remains in the Plan Account after the end
of the Plan Sales Period or upon  termination of this Sales Plan,  Raymond James
agrees to return such Stock promptly to the Seller.

     6. Raymond James shall in no event effect any sale under this Sales Plan if
the Stock to be sold is not in the Plan Account.

     7. Raymond James may sell Stock on any national securities exchange, in the
over-the-counter market, on an automated trading system or otherwise.

     B.  Seller's  Representations,  Warranties  and  Covenants.  Seller  hereby
represents, warrants and covenants that:

     1. Seller is not aware of any material nonpublic information concerning the
Issuer or its securities.  Seller is entering into this Sales Plan in good faith
and not as part of a plan  or  scheme  to  evade  compliance  with  the  federal
securities laws.

     2. The securities to be sold under this Sales Plan are owned free and clear
by Seller  [(subject,  in the case of  shares  underlying  Options,  only to the
compliance by Seller with the exercise  provisions of such Options)] and are not
subject to any liens, security interests or other encumbrances or limitations on
disposition  other than those  imposed by Rules 144 or 145 under the  Securities
Act of 1933, as amended (the "Securities Act").

<PAGE>
     3. While this Sales Plan is in effect,  Seller  agrees not toenter  into or
alter any  corresponding or hedging  transaction or position with respect to the
securities covered by this Sales Plan and agrees,  except as expressly permitted
herein, not to alter or deviate from the terms of this Sales Plan.

     4. (a) Seller has provided Raymond James with a certificate dated as of the
date hereof signed by the Issuer substantially in the form of Exhibit A hereto.

(b)  Seller  agrees to notify  Raymond  James's  credit  department  by
telephone at the number set forth in paragraph F.5 below as soon as  practicable
if Seller becomes aware of the occurrence of any event contemplated by paragraph
3 of the certificate  set forth as Exhibit A hereto.  Such notice shall indicate
the  anticipated  duration of the  restriction,  but shall not include any other
information  about the nature of the restriction or its  applicability to Seller
and shall not in any way communicate any material  nonpublic  information  about
the Issuer or its securities to Raymond James.  Such notice shall be in addition
to the notice  required to be given to Raymond  James by the Issuer  pursuant to
the certificate set forth as Exhibit A hereto.

     5.  The  execution  and  delivery  of this  Sales  Plan by  Seller  and the
transactions  contemplated  by this Sales Plan will not contravene any provision
of applicable law or any agreement or other instrument  binding on Seller or any
of Seller's  affiliates  or any  judgment,  order or decree of any  governmental
body, agency or court having jurisdiction over Seller or Seller's affiliates.

     6.  Seller  agrees  that  until  this  Sales  Plan has been  terminated  as
permitted herein Seller shall not (i) enter into a binding contract with respect
to the  purchase  or  sale of  Stock  with  another  broker,  dealer,  financial
institution  or other party (each,  a "Financial  Institution"),  (ii)  instruct
another  Financial  Institution  to purchase or sell Stock or (iii) adopt a plan
for trading with respect to Stock other than this Sales Plan.

     7. Seller agrees that it shall not, directly or indirectly, communicate any
material  nonpublic  information  relating  to the  Stock or the  Issuer  to any
employee  of  Raymond  James or its  affiliates  who is  involved,  directly  or
indirectly, in executing this Sales Plan at any time while this Sales Plan is in
effect.

     8.  Seller  agrees  that  Seller  shall at all times  during the Plan Sales
Period (as defined  below),  in connection  with the  performance  of this Sales
Plan, comply with all applicable laws, including, without limitation, Section 16
of the Exchange Act and the rules and regulations  promulgated  thereunder,  and
make all filings,  if any,  required under Sections  13(d),  13(g) and 16 of the
Exchange Act in a timely  manner,  to the extent any such filings are applicable
to Seller.

     9. (a) Seller represents and warrants that the Stock to be sold pursuant to
this Sales Plan is currently eligible for sale under Rule 144 or 145.

     (b)  Seller  agrees  not to take,  and agrees to cause any person or entity
with which  Seller  would be required to  aggregate  sales of Stock  pursuant to
paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the
sales hereunder not to meet all applicable requirements of Rule 144.

     (c) Seller  agrees to complete,  execute and deliver to Raymond James Forms
144 for the sales to be effected under this Sales Plan at such times and in such
numbers as Raymond  James shall  request,  and Raymond James agrees to file such
Forms 144 on behalf of Seller as required by applicable law. Seller  understands
and agrees that Raymond James shall make one Form 144 filing at the beginning of
each  three-month  period  commencing  upon the first  Sale Day under this Sales
Plan.

     (d) Seller  hereby  grants  Raymond  James a power of  attorney to complete
and/or file on behalf of Seller any  required  Forms 144.  Notwithstanding  such
power  of  attorney,  Seller  acknowledges  that  Raymond  James  shall  have no
obligation to complete or file Forms 144 on behalf of Seller except as set forth
in subparagraph (c).

     (e) Raymond  James agrees to conduct all sales  pursuant to this Sales Plan
in accordance with the manner of sale  requirement of Rule 144 of the Securities
Act and in no event  shall  Raymond  James  effect  any sale if such sale  would
exceed the  then-applicable  amount  limitation under Rule 144, assuming Raymond
James's  sales  pursuant  to this Sales Plan are the only sales  subject to that
limitation.](3)

     10. Seller acknowledges and agrees that Seller does not have, and shall not
attempt to exercise,  any influence over how, when or whether to effect sales of
Stock pursuant to this Sales Plan.


<PAGE>
     11. Raymond James may sell Stock on any national  securities  exchange,  in
the over the  counter  market,  on an  automated  trading  system or  otherwise.
Raymond  James or one of its  affiliates  may make a market in the Stock and may
act as principal in executing  sales under the Trading  Plan. To the extent that
Raymond James administers  other trading plans relating to Issuer's  securities,
Raymond James may aggregate  orders for Seller with orders under other  sellers'
trading plans for execution in a block and allocate each execution on a pro rata
basis to each seller. In the event of partial execution of block orders, Raymond
James shall allocate the proceeds of all Stock actually sold on a particular day
pursuant to all Rule 10b5-1 trading plans  concerning  issuer's  securities that
Raymond James manages pro rata based on the ratio of (x) the number of shares to
be sold pursuant to the order instructions of each Trading Plan to (y) the total
number of shares to be sold  under all  Trading  Plans  having  the same type of
order  instructions.

C.  Termination

     1. This Sales Plan may not be terminated prior to the end of the Plan Sales
Period, except that:

     (i) it may be terminated at any time by written notice from Seller received
by Raymond  James's credit  department at the address or fax number set forth in
paragraph F.5 below for any reason as long as such  termination  is made in good
faith and not as part of a plan or scheme to evade the insider trading rules and
Seller  represents  that to Raymond  James in such  notice;  with  reasons for a
permitted   termination   including  where  legal  or  regulatory   restrictions
applicable to Seller or Seller's  affiliates  (other than any such  restrictions
relating to Seller's  possession  or alleged  possession  of material  nonpublic
information  about the Issuer or the Stock)  would  prevent  Raymond  James from
selling Stock for Seller's account during the Plan Sales Period, and

     (ii) it may be  suspended  or, at Raymond  James's  option,  terminated  if
Raymond James has received notice from the Issuer of the occurrence of any event
contemplated by paragraph 3 of the certificate set forth as Exhibit A hereto.

     D. Indemnification; Limitation of Liability

     1.(a) Seller agrees to indemnify  and hold  harmless  Raymond James and its
directors,  officers,  employees  and  affiliates  from and  against all claims,
losses,  damages and liabilities  (including,  without limitation,  any legal or
other expenses reasonably incurred in connection with defending or investigating
any such action or claim)  arising  out of or  attributable  to Raymond  James's
actions taken or not taken in compliance  with this Sales Plan or arising out of
or attributable  to any breach by Seller of this Sales Plan (including  Seller's
representations  and  warranties  hereunder)  or  any  violation  by  Seller  of
applicable laws or regulations.  This indemnification  shall survive termination
of this Sales Plan.

     (b) Notwithstanding any other provision hereof,  Raymond James shall not be
liable to Seller for:

     (i) special,  indirect,  punitive,  exemplary or consequential  damages, or
incidental  losses or damages of any kind, even if advised of the possibility of
such losses or damages or if such losses or damages  could have been  reasonably
foreseen; or

     (ii) any  failure  to  perform  or to  cease  performance  or any  delay in
performance  that  results  from a cause  or  circumstance  that is  beyond  its
reasonable  control,  including  but not  limited to failure  of  electronic  or
mechanical  equipment,  strikes,  failure of common carrier or utility  systems,
severe  weather,  market  disruptions or other causes commonly known as "acts of
God".
     (c) Notwithstanding any other provision hereof,  Raymond James shall not be
liable to Seller for

     (i) the exercise of discretionary  authority or discretionary control under
this Trading Plan, if any, or

     (ii)any  failure  to effect a sale  required  by  paragraph  A,  except for
failures  to  effect  sales as a  result  of the  gross  negligence  or  willful
misconduct of Raymond James.

     2. Seller has consulted  with  Seller's own advisors as to the legal,  tax,
business,  financial  and related  aspects  of, and has not relied upon  Raymond
James or any person  affiliated with Raymond James in connection with,  Seller's
adoption  and  implementation  of this Sales Plan.


<PAGE>

     3. Seller acknowledges and agrees that in performing  Seller's  obligations
hereunder  neither  Raymond  James  nor any of its  affiliates  nor any of their
respective  officers,  employees  or other  representatives  is  exercising  any
discretionary  authority  or  discretionary  control  respecting  management  of
Seller's assets, or exercising any authority or control respecting management or
disposition of Seller's assets,  or otherwise acting as a fiduciary  (within the
meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974,
as amended,  or Section  2510.3-21 of the Regulations  promulgated by the United
States  Department of Labor) with respect to Seller or Seller's assets.  Without
limiting the  foregoing,  Seller  further  acknowledges  and agrees that neither
Raymond James nor any of its  affiliates nor any of their  respective  officers,
employees or other  representatives  has provided any "investment advice" within
the meaning of such  provisions,  and that no views expressed by any such person
will serve as a primary basis for investment  decisions with respect to Seller's
assets.

     E. Agreement to Arbitrate The  arbitration  provisions of the Raymond James
Client Agreement are incorporated by reference.

     F. General

     1. Seller shall pay Raymond James $[ ] per share of the Stock sold.

     2. Seller and Raymond James acknowledge and agree that this Sales Plan is a
"securities  contract," as such term is defined in Section 741(7) of Title 11 of
the  United  States  Code  (the  "Bankruptcy  Code"),  entitled  to  all  of the
protections given such contracts under the Bankruptcy Code.

     3. This Sales Plan  constitutes  the entire  agreement  between the parties
with  respect  to this  Sales  Plan  and  supersedes  any  prior  agreements  or
understandings with regard to the Sales Plan.

     4. This Sales Plan may be amended by Seller only upon the  written  consent
of Raymond James and receipt by Raymond James of the following  documents,  each
dated as of the  date of such  amendment:

     (i) a  representation  signed by the  Issuer  substantially  in the form of
Exhibit A hereto, and

     (ii) a certificate signed by Seller certifying that the representations and
warranties of Seller contained in this Sales Plan are true at and as of the date
of such certificate as if made at and as of such date.

     5. All  notices  to Raymond  James  under this Sales Plan shall be given to
Raymond James's credit  department in the manner specified by this Sales Plan by
confirmed         facsimile        to        (___)        ___-____        (attn:
_________________________________________)  or by certified  mail to the address
below:     ________________________________     ________________________________
________________________________ Attn.: ___________________________

     6.  Seller's  rights  and  obligations  under  this  Sales  Plan may not be
assigned or delegated without the written permission of Raymond James.

     7. This  Sales Plan may be signed in any  number of  counterparts,  each of
which shall be an original,  with the same effect as if the  signatures  thereto
and hereto were upon the same instrument.

     8. If any provision of this Sales Plan is or becomes  inconsistent with any
applicable  present or future law, rule or  regulation,  that  provision will be
deemed modified or, if necessary, rescinded in order to comply with the relevant
law, rule or regulation.  All other  provisions of this Sales Plan will continue
and remain in full force and effect.

     9. This Sales Plan shall be governed by and  construed in  accordance  with
the  internal  laws of the State of New York and may be modified or amended only
by a writing signed by the parties  hereto.  NOTICE:  THIS AGREEMENT  CONTAINS A
PRE-DISPUTE   ARBITRATION  CLAUSE  IN  PARAGRAPH  E.  IN  WITNESS  WHEREOF,  the
undersigned  have  signed  this Sales Plan as of the date first  written  above.
[Name  of  Seller]   ______________________________________   RAYMOND   JAMES  &
ASSOCIATES, INC. By: ___________________________________ Name: Title:

                                    EXHIBIT A
                              ISSUER REPRESENTATION

     1. [Name of Issuer]  (the  "Issuer")  represents  that it has  approved the
Sales Plan dated  ____________________________,  200_ (the "Sales Plan") between
[Name of Seller]  ("Seller")  and Raymond  James &  Associates,  Inc.  ("Raymond
James")  relating  to the  [common  stock],  [par  value $[ ] per share] [no par
value] of the Issuer (the "Stock").

     2. The sales to be made by Raymond James for the account of Seller pursuant
to the Sales Plan will not violate the Issuer's insider trading policies, and to
the best of the Issuer's knowledge there are no legal, contractual or regulatory
restrictions  applicable to Seller or Seller's affiliates as of the date of this
representation  that would  prohibit  either Seller from entering into the Sales
Plan or any sale pursuant to the Sales Plan.

<PAGE>
     3. If, at any time during the Plan Sales Period,  the Issuer  becomes aware
of legal,  contractual or regulatory restriction that is applicable to Seller or
Seller's  affiliates  would  prohibit any sale pursuant to the Sales Plan (other
than any such restriction  relating to Seller's possession or alleged possession
of  material  nonpublic  information  about the Issuer or its  securities),  the
Issuer  agrees  to  give  Raymond  James's  credit  department  notice  of  such
restriction  by telephone as soon as  practicable.  Such notice shall be made to
the  ______________  __________________________  at  (___)  ___-____  and  shall
indicate the anticipated duration of the restriction,  but shall not include any
other  information  about the nature of the restriction or its  applicability to
Seller.  In any event,  the Issuer shall not communicate any material  nonpublic
information about the Issuer or its securities to Raymond James.

Dated: ____________________, 200__

[NAME OF ISSUER]


By: ______________________________
Name:
Title:

     (1) This  formula,  together  with the other  provisions of this Section 3,
must identify the amount,  price and date of sales with the specificity required
by Rule 10b5-1(c)(1)(i)(B)(2).

     (2)  The  Seller's  representation  on the  Forms  144  regarding  Seller's
knowledge  of material  information  regarding  the Issuer may be made as of the
date this Sales Plan is adopted.  The "Remarks"  section of each Form 144 should
state that the sale is being made pursuant to a previously adopted plan intended
to comply with Rule  10b5-1(c)  and indicate the date the Sales Plan was adopted
and that the representation is made as of such date.

     (3) Include paragraph 9 if the Stock is to be sold under Rule 144 or 145.

<PAGE>

                                                                   Exhibit 23(a)

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s  Registration  Statement  on Form S-8 of our report  dated March 21, 2007
relating  to  the  consolidated  financial  statements  which  appear  in  Ocean
Bio-Chem,  Inc.'s  Annual  Report on Form 10-K for the year ended  December  31,
2006, filed with the Securities and Exchange Commission and to all references to
our  firm  included  in this  Registration  Statement.  We also  consent  to the
reference to us under the heading "Experts" in such Registration Statement.

Berenfeld, Spritzer, Shechter & Sheer
Fort Lauderdale, Florida
October 22, 2007

<PAGE>
                                                                   Exhibit 23(b)

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s  Registration  Statement  on Form S-8 of our report  dated March 22, 2007
relating to the consolidated  financial  statements for the years ended December
31, 2005 and 2004 which appear in Ocean  Bio-Chem,  Inc.'s Annual Report on Form
10-K for the year  ended  December  31,  2006,  filed  with the  Securities  and
Exchange  Commission  and to  all  references  to  our  firm  included  in  this
Registration Statement. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

Levi & Gopman, P.A. (formally known as Levi Cahlin & Co).
North Miami Beach, Florida
October 22, 2007
[{"type": "S-8", "sequence": "1", "filename": "forms-81007.txt", "description": "OPTION EXERCISE SALE 1007", "secsgml_size_bytes": 120166}]
{"company-data": {"conformed-name": "OCEAN BIO CHEM INC", "cik": "0000350737", "assigned-sic": "2842", "irs-number": "591564329", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-146893", "film-number": "071187147"}, "business-address": {"street1": "4041 SW 47TH AVE", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33314", "phone": "9545876280"}, "mail-address": {"street1": "4041 SW 47TH AVE", "city": "FT LAUDERDALE", "state": "FL", "zip": "33028"}, "former-company": {"former-conformed-name": "STAR BRITE CORP", "date-changed": "19841204"}}
As filed with the Securities and Exchange Commission on October 24, 2007
                                Registration No.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                    _________________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              OCEAN BIO-CHEM, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     FLORIDA
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   59-1564329
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

              4041 S. W. 47 Avenue, Fort Lauderdale, Florida 33314
--------------------------------------------------------------------------------
                         (Address of Principal Executive
                               Offices) (Zip Code)

--------------------------------------------------------------------------------
                            (Full Title of the Plans)

          Peter G. Dornau, 4041 SW 47 Avenue, Fort Lauderdale, FL 33314
--------------------------------------------------------------------------------
                    (Name and Address of Agent for Services)

                                  954-587-6280
--------------------------------------------------------------------------------
          Telephone Number, Including Area Code, of Agent for Service.

                         CALCULATION OF REGISTRATION FEE
------------------------------      -------------  ------------------------      ------------------------      ----------------
Title of Each Class of         Amount To Be     Proposed Maximum            Proposed Maximum             Amount of
  Securities To Be Registered       Registered (1) Offering Price Per Share (2)   Aggregate Offering Price    Registration Fee
------------------------------      -------------  ------------------------      ------------------------      ----------------
      Ocean Bio-Chem, Inc.
   $.01 per value Common Stock         145,000           $1.80                    $261,000                    $30.70

------------------------------      -------------  -----------------------       ------------------------    ----------------
(1) This  Registration  Statement  also  registers the offer and sale of an
indeterminate number of additional shares of Common Stock of the Registrant that
may be issuable as a result of stock splits, stock dividends, recapitalizations,
mergers,  reorganizations,  combinations or exchanges of shares or other similar
events.

     (2)  Estimated  solely  for the  purpose of  calculating  the amount of the
Registration Fee pursuant to Rule 457,  promulgated  under the Securities Act of
1933, as amended, and based on the average high and low sales price of the Ocean
Bio-Chem, Inc. Common Stock on October 19, 2007

     THIS  REGISTRATION  STATEMENT  SHALL BECOME  EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IN ACCORDANCE WITH SECTION
8(A)  OF THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  RULES  456  AND  462
PROMULGATED THEREUNDER.
PART I
                                EXPLANATORY NOTE

     Ocean  Bio-Chem,  Inc.  ("we," "us" or the  "Company")  has  prepared  this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities  Act of 1933,  as amended (the "Act"),  to register  shares of Common
Stock,  $.01 par  value,  of the  Company  issued to  employees  of the  Company
pursuant  to  the  Company's   2002   Incentive   Stock  Option  Plan  and  2002
Non-qualified Stock Option Plan (the "Plans").

     This Registration  Statement  contains two parts. The first part contains a
reoffer  Prospectus  prepared in accordance  with the  requirements of Part I of
Form S-3  pursuant to Section C of the  General  Instructions  to Form S-8.  The
reoffer  Prospectus may be used for  reofferings  and resales on a continuous or
delayed  basis in the future of "control  securities"  which have been or may be
issued  pursuant to the Plan to employees  of the Company who may be  considered
affiliates as defined by Rule 405 under the Act.

     The  second  part  contains   "Information  Required  in  the  Registration
Statement"  pursuant  to Part II of Form S-8.  Pursuant to the Note to Part I of
Form S-8, the information  relating to the Plan specified by Part I is not filed
with the Securities and Exchange  Commission (the  "Commission"),  but documents
containing such  information have been or will be sent or given to employees and
directors as specified by Rule 428(b)(1).  Such  document(s) are not being filed
with the  Commission but constitute  (along with the documents  incorporated  by
reference into the Registration  Statement pursuant to Item 3 of Part II hereof)
a Prospectus that meets the requirements of Section 10(a) of the Act.

                                   PROSPECTUS
                              Ocean Bio-Chem, Inc.

                                 145,000 Shares
                                  Common Stock
                                ($.01 par value)
                             ----------------------

     Certain  of our  stockholders  are  using  this  Prospectus  to offer up to
145,000  shares of our Common  Stock,  $.01 par value (the  "Shares")  that they
received  from us  pursuant  to the  Plans.  Some of these  stockholders  may be
considered our  "affiliates," as defined in Rule 405 under the Securities Act of
1933, as amended.

We expect that sales made pursuant to this Prospectus will be made:

     -- in broker's transactions;

     -- in transactions directly with market makers; or

     -- in negotiated sales or otherwise.

     The  selling  stockholders  will  sell  their  shares  pursuant  to a  Rule
10b5-1(c)  Trading Plan.  They will  determine when they will sell their Shares,
and in all cases they will sell their  Shares at the current  market price or at
prices negotiated at the time of the sale. We will not receive any proceeds from
these  sales,  although  we have  received  cash from the sale of the  Shares to
selling  shareholders who exercised  options received under the Plans to acquire
the Shares.  All expenses incurred in connection with the preparation and filing
of this Prospectus and related Registration Statement are being borne by us.

     The brokers and dealers  that the selling  stockholders  utilize in selling
these Shares may receive  compensation  in the form of  underwriting  discounts,
concessions,  or commissions  from the sellers or purchasers of the Shares.  Any
compensation may exceed customary commissions.  The selling stockholders and the
brokers and dealers that they utilize may be deemed to be "underwriters"  within
the meaning of the securities laws, and any commissions received and any profits
realized  by them on the sale of Shares  may be  considered  to be  underwriting
compensation.

     The  Shares are listed on the  NASDAQ  under the  symbol  "OBCI."  The last
reported  sale price of the Shares as  reported on NASDAQ was $1.73 per share on
October 20, 2007.

     Our  principal  executive  offices are  located at 4041 SW 47 Avenue,  Fort
Lauderdale, Florida 33314, our telephone number is (954) 587-6280.

     This investment involves risks. See the "Risk Factors" section beginning on
page 9.
                                       2
Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has approved or  disapproved  of the  securities  or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                  This Prospectus is dated on October 24, 2007

TABLE OF CONTENTS
                                                     Page
Available Information                                  3
Incorporation of Certain Documents
     by Reference                                     3-4
Risk Factors                                           4
Our Company                                            5
Selling Stockholders                                  5-6
Plan of Distribution                                   6
Use of Proceeds                                        6
Expenses                                               6
Experts                                                6
Certain Forward-Looking Statements                    6-7

     This Prospectus contains  information  concerning the Company, but does not
contain all of the information set forth in the  Registration  Statement and its
Exhibits,  which  the  Company  has  filed  with  the  Securities  and  Exchange
Commission,  Washington, D.C., under the Securities Act of 1933, as amended, and
to which reference is made.

     No dealer,  salesperson  or other  person has been  authorized  to give any
information or to make any  representation not contained in this Prospectus and,
if given or made, such information or representation  must not be relied upon as
having been  authorized by the Company.  This  Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made under this Prospectus shall under any circumstances, create any implication
that there have not been changes in the affairs of the Company since the date of
this Prospectus.

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance  with the
Exchange Act we are required to file  periodic  reports,  proxy  statements  and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Such reports, proxy statements and other information filed by us
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549 at the
prescribed  rates.  The  Commission  also maintains a site on the World Wide Web
that contains  reports,  proxy and information  statements and other information
regarding  registrants  that file  electronically.  The  address of that site is
http://www.sec.gov.  The public may obtain  information  on the operation of the
Public Reference Room by calling 1-800-SEC-0330.

     This  Prospectus  omits  certain  of  the  information   contained  in  the
Registration  Statement of which this  Prospectus  is a part (the  "Registration
Statement"),  covering  Shares  offered under this  Prospectus.  Pursuant to the
Securities Act, the Registration  Statement is on file with the Commission.  For
further  information  with  respect  to us and the  Shares  offered  under  this
Prospectus,  reference  is made to the  Registration  Statement,  including  the
exhibits  incorporated  therein  by  reference  or filed  therewith.  Statements
contained in this  Prospectus  concerning the provisions of any document are not
necessarily  complete  and, in each  instance,  reference is made to the copy of
such  document  filed  as  an  exhibit  or  incorporated  by  reference  to  the
Registration Statement or elsewhere. The Registration Statement and the exhibits
may be  inspected  without  charge at the  offices of the  Commission  or copies
obtained at prescribed rates from the public reference section of the Commission
at the address set forth above.

     The Company will provide to each person, including any beneficial owner, to
whom a Prospectus is delivered,  a copy of any or all of the information that is
incorporated  by  reference  into  the  Prospectus  but not  delivered  with the
Prospectus,  upon written or oral request,  at no cost to the person  requesting
it.  Please  direct all requests to Mr.  Jeffrey S.  Barocas at Ocean  Bio-Chem,
Inc., 4041 SW 47 Avenue, Fort Lauderdale, Florida 33314,

     You should rely only on the  information  contained in or  incorporated  by
reference into this  Prospectus.  We have not  authorized  anyone to provide you
with information different from that contained in and specifically  incorporated
by reference  into this  Prospectus.  This  Prospectus is an offer to sell, or a
solicitation of offer to buy shares of Common Stock only in jurisdictions  where
offers and sales are permitted.  The information contained in this Prospectus is
accurate  only as of the  date of this  Prospectus,  regardless  of the  time of
delivery of this Prospectus or any sale of Common Stock.
                                       3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by us with  the  Securities  and  Exchange
Commission (the  "Commission") are incorporated  herein by reference as of their
respective dates of filing and shall be deemed to be a part hereof:

     1. Our Annual Report on Form 10-K for the year ended December 31, 2006;

     2. Our Proxy  Statement  for the  Annual  Meeting of  Shareholders  held on
August 3, 2007.

     3. Our quarterly  reports on Form 10-Q for the quarters ended March 31, and
June 30, 2007.

     4. The  description  of our  Common  Stock  contained  in our  Registration
Statement  on Form S-18 filed on March 26, 1981,  including  any  amendments  or
reports filed for the purpose of updating that description.

     5. All documents filed by us pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Securities  Exchange Act of 1934, as amended (the "1934 Act")  subsequent
to the date of this Prospectus and before the termination of this offering shall
be deemed to be incorporated by reference and a part of this Prospectus from the
date on which such documents are filed.

     For purposes of this Prospectus,  any statement in a document  incorporated
or deemed incorporated by reference is modified or superseded to the extent that
a statement in this Prospectus,  or in any subsequently  filed document which is
or is deemed to be  incorporated  by reference,  modifies or supersedes  it. Any
statement so modified or superseded is not, except as so modified or superseded,
to constitute a part of this Prospectus.

                                  RISK FACTORS

     Before you invest in our Common Stock,  you should  consider  carefully the
following risk factors and cautionary  statements,  as well as other information
set forth in and incorporated by reference into this  prospectus.  If any of the
following risks actually occur, our business,  financial condition or results of
operation may suffer.  As a result,  the trading price of our Common Stock could
decline,  and you could lose a substantial  portion of the money you paid to buy
our Common Stock. The risks and uncertainties we describe below are not the only
ones we face.  Additional risks and uncertainties  that we do not currently know
or that we currently  believe to be  immaterial  may also  adversely  affect our
business.

     1. We are engaged in a very competitive  business. We have several national
and regional competitors in the marine market place. The competition is based on
brand  recognition,  price,  service  and the  ability to deliver  products on a
timely basis.

     2. There are many entities in the marine and automotive market places, both
national and regional which compete with us. Many of these  competitors are more
established and have greater financial  resources.  We must compete on the basis
of brand  recognition,  price,  service and the ability to deliver products on a
timely basis with larger and financially stronger competitors.

     3. We also have  competitors  in the  recreational  vehicle  appearance and
maintenance  market.  Our  competitors  are  national  and  regional and we must
compete in a similar manner as our competition the marine market.

     4. Our five largest  customers  represented  approximately  59% and 43%, of
consolidated  gross  revenues  for the years ended  December  31, 2006 and 2005,
respectively;  and 57% and 26% of consolidated  accounts  receivable at December
31, 2006 and 2005,  respectively.  We have had a longstanding  relationship with
each of these  entities  and have always  collected  open  receivable  balances.
However,  the loss of any of these customers could have an adverse impact on our
operations.

     5.  Certain  aspects  of the  company  business,  primarily  in the  marine
industry are greatly  influenced  by the economy and the weather.  A bad economy
directly impacts our sales to the recreational  boating public and cold or other
inclement  weather either delays the start or shortens the length of the boating
season and has an adverse impact on our sales.

     6. We depend on the delivery of quality  products on a timely basis on both
our own  manufactured  capacity  as well as our third  party  suppliers.  If our
manufacturing  facilities  or any of our  suppliers'  facilities  are  unable to
timely meet demand, the company's sales and reputation would be damaged.

     7. As  manufacturers  of  products,  we are exposed to  products  liability
claims and lawsuits.

     8. We depend upon the continued  services of a small number of  executives,
and the loss of any of those  executives  could create a void in management that
we are unable to fill with a person having appropriate  expertise and experience
with our business.

                                       4
OUR COMPANY

     We were  organized  on  November  13,  1973  under the laws of the state of
Florida.  We  are  principally  engaged  in  the  manufacturing,  marketing  and
distribution of a broad line of appearance and  maintenance  products for boats,
recreational  vehicles,  automotive  and  aircraft  under the "Star  brite" name
within the United States of America and Canada. In addition,  we produce private
label  formulations  of many of our  products  for various  customers as well as
custom  blending and packaging  services of these and other products to customer
specifications.

     Examples of products which we manufacture and market are:

     Marine:  The Marine line consists of polishes,  cleaners,  protectants  and
waxes of various formulations. The line also includes various vinyl protectants,
cleaners,  teak cleaners,  teak oils,  bilge cleaners,  hull cleaners,  silicone
sealants,   polyurethane  sealants,   polysulfide  sealants,  gasket  materials,
lubricants,  antifouling  additives and anti-freeze  coolants.  In addition,  we
manufacture a line of brushes, poles and tie-downs.

     Automotive:  We  manufacture a line of automotive  products  under the Star
brite brand name including brake and transmission  fluids,  hydraulic,  gear and
motor oils, and related items. In addition, antifreeze and windshield washes are
produced  in varying  formulations  both  under the Star brite  brand as well as
private labeled for customers.  We have a line of automotive polishes,  cleaners
and associated appearance items.

     Recreational  vehicle:  The  recreational  vehicle  products are made up of
cleaners,  polishes,  detergents,  fabric  cleaners  and  protectors,   silicone
sealants,   waterproofers,   gasket  materials,   degreasers,   vinyl  cleaners,
protectors and anti-freeze coolants.

     Aircraft: Aircraft products consist primarily of polishes and cleaners.

     We  manufacture  the  majority of our products  but we also  contract  with
unrelated  companies to package other products which are manufactured to the our
specifications, using our provided formulas.

     Our marine  products  and  recreational  vehicle  products are sold through
national  mass  merchandisers  such as  Wal-Mart  and  Home  Depot  and  through
specialized  marine  retailers  such as West  Marine  and  Boater's  World.  Our
customers also include distributors who in turn sell our products to specialized
retail outlets for a specific market.

                              SELLING STOCKHOLDERS

     This Prospectus relates to shares of Common Stock that are being registered
for reoffers  and resale by selling  stockholders  pursuant to a Rule  10b5-1(c)
Trading Plan who have  acquired  shares of Common Stock  through the exercise of
stock options under the Plans.  Some of the selling  stockholders  may be deemed
"affiliates" of the Company.  An "affiliate" is defined under the Securities Act
as "a person that directly or  indirectly,  through one or more  intermediaries,
controls or is controlled by, or is under common  control with" Ocean  Bio-Chem,
Inc.  The  selling  stockholders  may  resell any or all of the shares of Common
Stock at any time while this Prospectus is effective.

     All  selling  stockholders  have  informed  us of an intent  to sell  their
shares.  The inclusion of the shares of Common Stock in the table below does not
constitute a commitment to sell any shares.

     The information in the table below is based on information  available to us
as of October 19, 2007.
Number of                              Number of
                                                   Shares Offered                         Shares Owned
                                                   by the Selling         Number of          after the           Percent of
Name                  Position           Plan     Stockholders(1)       Shares Owned (2)   Offering (3)        Shares Owned (4)
Peter G. Dornau       President, Chief
                      Executive Officer  2002          25,000             5,618,368         5,593,368             55.20%
                      and Director

Gregor M. Dornau      Vice President     2002          20,000               361,780           341,780              3.37%

Edward Anchel         Director           2002          25,000               316,159           291,159              2.87%

Sonia B. Beard        Director           2002          20,000                30,000            10,000               .10%

Jeffrey J. Tieger                        2002          25,000               429,664           404,664              3.99%

Jerry Pittman                            2002          15,000                70,809            55,809               .55%

Jean Paul Kitzinger                      2002          10,000                66,000            56,000               .55%

Daniel Davis                             2002           5,000                36,500            31,500               .31%
5
(1) Represents the number of shares purchased under the Plan by such person
and registered for sale.

     (2) For each  selling  stockholder  this  includes (i) shares of our Common
Stock owned as of October 19, 2007,  (ii) shares of our Common Stock  underlying
options and warrants which are exercisable within sixty (60) days of October 19,
2007,  and (iii)  shares of our Common  Stock  underlying  options and  warrants
granted by the Company exercisable after sixty (60) days of October 19, 2007.

     (3) Assumes the sale of all shares eligible to be sold.

     (4) Percentages are after the  contemplated  sale of all shares eligible to
be sold.

                              PLAN OF DISTRIBUTION

     The selling stockholders may sell registered Shares in any of the following
ways:

     -- through dealers;

     -- through agents; or

     --directly to one or more purchasers.

     The  distribution of the Shares are being sold Pursuant to a Rule 10b5-1(c)
Trading Plan and may be effected  from time to time in one or more  transactions
(which may involve crosses or block transactions):

     -- on the NASDAQ in  transactions  pursuant to and in  accordance  with the
rules of such exchange;

     -- in the over-the-counter market; or

     -- in transactions  other than on such exchange or in the  over-the-counter
market, or a combination of such transactions.

     Any such  transaction  may be effected at market  prices  prevailing at the
time of sale, at prices related to such prevailing  market prices, at negotiated
prices or at fixed prices. The selling stockholders may effect such transactions
by selling  Shares to or through  broker-dealers,  and such  broker-dealers  may
receive  compensation in the form of discounts,  concessions or commissions from
the selling  stockholders  and/or commissions from purchasers of Shares for whom
they may act as agent. The selling stockholders and any broker-dealers or agents
that  participate  in the  distribution  of Shares by them might be deemed to be
underwriters, and any discounts, commissions or concessions received by any such
broker-dealers  or  agents  might be  deemed to be  underwriting  discounts  and
commissions,  under  the  Securities  Act.  Affiliates  of one or  more  selling
stockholders  may act as principal or agent in connection with the offer or sale
of Shares by the selling stockholders.

                                 USE OF PROCEEDS

     The  Company  will not  receive  any of the  proceeds  from the reoffer and
resale of the Shares by the selling stockholders.

                                    EXPENSES

     All expenses of this offering,  including the expenses of the  registration
of the Shares of Common Stock offered by the selling stockholders, will be borne
by us. It is  estimated  that the total  amount of such  expense will not exceed
$15,000.00.
                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the Annual  Report on Form 10-K for the year ended  December  31, 2006 have been
audited  by  Berenfeld,  Spritzer,  Shechter  & Sheer,  and  Levi & Gopman  P.A.
(formally  known as Levi Cahlin & Co.) for the years ended December 31, 2005 and
2004 and have been so  incorporated  in reliance  on the  reports of  Berenfeld,
Spritzer, Shechter & Sheer, and Levi Gopman P.A., (formally known as Levi Cahlin
& Co., independent registered accountants,  given on the authority of said firms
as experts in auditing and accounting.

                       CERTAIN FORWARD-LOOKING STATEMENTS

     Except  for  any  historical  information  contained  herein,  the  matters
discussed in this Prospectus contain certain "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements  relate  to  analyses  and  other  information,  which  are  based on
forecasts of future results and estimates of amounts not yet determinable. These
statements also relate to our future  prospects,  future financial  performance,
developments and business strategies.
                                       6
In some instances, these forward-looking statements are identified by their
use of terms and phrases such as "anticipate,"  "believe," "could,"  "estimate,"
"expect,"  "intend,"  "may," "plan,"  "predict,"  "project,"  "will" and similar
terms  and  phrases,   including   references  to   assumptions.   Some  of  the
forward-looking statements appear in the sections entitled "Risk Factors," "Plan
of  Distribution  and  "Selling   Shareholders";   and  elsewhere   included  or
incorporated by reference into the Prospectus.

     Forward-looking statements are only predications.  Although we believe that
our  plans,  intentions  and  expectations  reflected  in or  suggested  by such
forward-looking statements are reasonable, we cannot assure you that such plans,
intentions or expectations will be achieved.  Important factors that could cause
actual results to differ materially from our forward-looking statements include,
among  others,  the  risks  outlined  in the  "Risk  Factors"  section  of  this
Prospectus, economic downturns; terrorist acts upon the United States; threat of
or actual war;  unfavorable  weather  conditions;  our ability to integrate  and
successfully  operate  future   acquisitions;   and  other  future  events.  All
forward-looking  statements  attributable  to us or any  persons  acting  on our
behalf are expressly qualified in their entirety by these cautionary statements.

     If  one  or  more  of  these  risks  or  uncertainties  materialize,  or if
underlying  assumptions prove incorrect,  our actual results may vary materially
from those expected, estimated or projected. Given these uncertainties, users of
the information included in this Prospectus, including investors and prospective
investors,  are  cautioned not to place undue  reliance on such  forward-looking
statements.  We will not update these  forward-looking  statements,  even if new
information,  future events or other  circumstances  have made them incorrect or
misleading.

         INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS

     Pursuant  to Section  607.0831  of the  Florida  Business  Corporation  Act
("FBCA") the Company's  officers and directors are not personally  liable to the
Company or any person for action  taken by them  unless the  officer or director
commits certain  violations or engages in certain  improper conduct set forth in
FBCA Section 607.0850. In addition, FBCA Section 607.0850 permits the Company to
indemnify its officers and directors,  and the Company's bylaws provide that the
Company  shall  indemnify  its officers and  directors  and former  officers and
directors to the full extent  permitted by law. Insofar as  indemnification  for
liabilities  arising  under  the  Securities  Act of  1933  ("the  Act")  may be
permitted to directors,  officers and controlling  persons of the small business
issuer pursuant to the foregoing  provisions,  or otherwise,  the small business
issuer 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.

                    INFORMATION REQUIRED IN 10(a) PROSPECTUS

     Item 1. Plan Information.*

     Item 2. Registrant Information and Employee Plan Annual Information.*

     *The information required by Items 1 and 2 of Form S-8 is omitted from this
Registration  Statement  in  accordance  with the Note to Part I of Form S-8 and
Rule  428  promulgated  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission are incorporated herein by Reference with this Registration
Statement:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2006.

     2. The Company's  Proxy  Statement for the Annual  Meeting of  Shareholders
held on August 3, 2007.

     3. The  Company's  Quarterly  Report on Forms 10-Q for the  quarters  ended
March 31, and June 30, 2007.

     4. The  description  of our  Common  Stock  contained  in our  Registration
Statement on Form S-18 filed on March 26, 1981, including amendments and reports
filed updating that description.

     Any  statement  contained in a document  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 herein, or in a subsequently
filed document  incorporated  by reference  herein,  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement.
                                       7
Item 4. Description of Securities.

     The Company is authorized to issue up to 10,000,000 shares of Common Stock,
par value  $.01 per  share.  The  holders  of such  shares  of Common  Stock are
entitled  to one (1) vote for each  share held as of a record  date for  matters
submitted to a vote of shareholders.  There is no cumulative voting for election
of  directors.  Holders of Common  Stock are  entitled  to receive  ratably  any
dividends  declared by the Board of  Directors  out of funds  legally  available
therefore,  and, upon a liquidation,  dissolution,  or winding up of the Company
are  entitled  to  share  ratably  in all  assets  remaining  after  payment  of
liabilities and payment of accrued  dividends,  if any.  Holders of Common Stock
have no  pre-emptive  rights and have no rights to convert their Common Stock to
any other securities.  The outstanding  Common Stock is, and the Common Stock to
be outstanding  upon completion of this offering will be, validly issued,  fully
paid and non-assessable.

     Item 5. Interests of Named Experts and Counsel.

     Validity of the Common Stock offered hereby and certain other legal matters
will be passed upon for the Company by Berger  Singerman,  Attorneys at Law, 350
East Las Olas  Boulevard,  Suite  1000,  Fort  Lauderdale,  Florida  33301.  Mr.
Schneider,  a director  of the  Company,  and the holder of options to  purchase
40,000 shares of the Company's Stock, is a shareholder of Berger Singerman.

     The  Financial  Statements  of the Company as of December 31, 2006 and 2005
and for the  years  ended  December  31,  2006,  2005 and 2004  which  have been
incorporated  herein by  reference  to the Form 10-K of the Company were audited
by, and filed in reliance  upon the reports of Berenfeld,  Spritzer,  Shechter &
Sheer, 401 East Las Olas Boulevard, Suite 1090, Fort Lauderdale,  Florida 33301,
and Levi Gopman & P.A.,  (formally known as Levi Cahlin & Co.), 20590 West Dixie
Highway, North Miami Beach, Florida 33180.

     Item 6. Indemnification of Directors and Officers.

     FLORIDA BUSINESS  CORPORATION ACT. Section 607.0831 of the Florida Business
Corporation  Act (the "Florida  Act") provides that a director is not personally
liable for monetary  damages to the corporation or any person for any statement,
vote, decision or failure to act regarding corporate  management or policy, by a
director, unless: (a) the director breached or failed to perform his duties as a
director;  and (b) the director's breach of, or failure to perform, those duties
constitutes:  (i) a violation of criminal law unless the director had reasonable
cause to believe his conduct  was lawful or had no  reasonable  cause to believe
his conduct was unlawful;  (ii) a transaction from which the director derived an
improper personal benefit,  either directly or indirectly;  (iii) a circumstance
under  which the  director  is liable for an  improper  distribution;  (iv) in a
proceeding  by or in the right of the  corporation  to procure a judgment in its
favor or by or in the right of a shareholder,  conscious  disregard for the best
interests of the corporation,  or willful misconduct;  or (v) in a proceeding by
or in the  right  of  someone  other  than  the  corporation  or a  shareholder,
recklessness  or an act or  omission  which was  committed  in bad faith or with
malicious  purpose or in a manner  exhibiting  wanton and willful  disregard  of
human rights, safety or property.

     Section 607.0850 of the Florida Act provides that a corporation  shall have
the power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the  corporation),  by reason of the fact
that he is or was a director,  officer or  employee or agent of the  corporation
against  liability  incurred in connection  with such  proceeding if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful.
Section  607.0850  also  provides  that a  corporation  shall  have the power to
indemnify any person who was or is a party to any proceeding by, or in the right
of, the  corporation  to  procure a judgment  in its favor by reason of the fact
that he is or was a director,  officer,  employee  or agent of the  corporation,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof.

                                       8
Section  607.0850  further  provides  that  such   indemnification  may  be
authorized  if such  person  acted in good  faith and in a manner he  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation,
except that no indemnification  shall be made under this provision in respect of
any claim,  issue, or matter as to which such person shall have been adjudged to
be  liable  unless,  and only to the  extent  that,  the  court  in  which  such
proceeding  was  brought,  or any other court of competent  jurisdiction,  shall
determine upon application that,  despite the adjudication of liability,  but in
view of all  circumstances  of the case,  such  person is fairly and  reasonably
entitled to  indemnity  for such  expenses  which such court shall deem  proper.
Section 607.0850  further provides that to the extent that a director,  officer,
employee or agent has been  successful  on the merits or otherwise in defense of
any of the foregoing  proceedings,  or in defense of any claim,  issue or matter
therein,  he shall be  indemnified  against  expenses  actually  and  reasonably
incurred  by  him  in  connection   therewith.   Under  Section  607.0850,   any
indemnification   under  the  foregoing   provisions,   unless   pursuant  to  a
determination by a court, shall be made by the corporation only as authorized in
the specific case upon a determination that the indemnification of the director,
officer,  employee or agent is proper under the circumstances because he has met
the  applicable  standard of conduct.  In  addition  to the  foregoing,  Section
607.0850 permits a corporation  further to indemnify such persons by other means
unless a judgment or other final  adjudication  establishes  that such  person's
actions or omissions which were material to the cause of action constitute (1) a
crime (unless such person had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe it unlawful), (2) a transaction from which
he derived an improper  personal  benefit,  (3) a  transaction  in  violation of
Florida  Statutes  607.0834  (unlawful  distributions to  shareholders),  or (4)
willful  misconduct  or  conscious  disregard  for  the  best  interests  of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a  proceeding  by or in the right of a  shareholder.
Notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  by the  corporation  in a specific  case, a
director, officer, employee or agent of the corporation who is or was a party to
a proceeding may apply for  indemnification  to the  appropriate  court and such
court may order indemnification if it determines that such person is entitled to
indemnification under the applicable standard.

     Section  607.0850 also provides that a corporation  shall have the power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee or agent of the corporation  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of Section 607.0850.

     BY-LAWS.  The  Registrant's  by-laws  provide that it shall  indemnify  its
officers and  directors  and former  officers  and  directors to the full extent
permitted by law.

     DIRECTOR AND OFFICER LIABILITY  INSURANCE.  The Registrant's  directors and
officers are covered by insurance  policies  indemnifying  them against  certain
liabilities, including liabilities under the federal securities laws (other than
liability  under Section 16(b) of the Exchange Act),  which might be incurred by
them in such capacities.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     4(a)(1) Ocean Bio-Chem, Inc. 2002 Incentive Stock Option Plan

     4(a)(2) Ocean Bio-Chem, Inc. 2002 Non-Qualified Stock Option Plan

     4(b) Rule 10b5-1 Sales Trading Plan

     23(a) Consent of Berenfeld, Spritzer, Shechter & Sheer

     23(b) Consent of Levi & Gopman, P.A. (formerly known as Levi Cahlin & Co.
                                       9
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  Prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "Securities Act").

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement.

     (iii) To include  any  additional  or  changed  material  information  with
respect to the plan of distribution not previously disclosed in the Registration
Statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
information  required to be included in a post-effective  amendment is contained
in periodic  reports filed with or furnished to the Commission by the Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

     2. That, for the purpose of determining  any liability under the Securities
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
this offering.

     4. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  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.

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

                                       10
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fort Lauderdale,  State of Florida, on this 23rd day
of October, 2007.

                                         OCEAN BIO-CHEM, INC.

                                         President and
                                         Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on this 23rd day of October, 2007.

Signature                                Title
(a)  Chief Executive Officer
     /s/ Peter G. Dornau                 President, Chairman of the Board, Chief
         Peter G. Dornau                 Executive Officer and Director

(b)  Chief Financial Officer
     /s/ Jeffrey S. Barocas              Vice President-Finance, Chief
         Jeffrey Barocas                 Financial Officer and Director

(c)  Directors
     /s/ Peter G. Dornau                 Director
         Peter G. Dornau

     /s/ Edward Anchel                   Director
         Edward Anchel

     /s/ Gregor M. Dornau                Director
         Gregor M. Dornau

     /s/ William W. Dudman
         William W. Dudman               Director

     /s/ Jeffrey S. Barocas              Director
         Jeffrey S. Barocas

     /s/ Laz L. Schneider                Director
         Laz L. Schneider

     /s/ James Kolisch                   Director
         James Kolisch

     /s/ John B. Turner                  Director
         John B. Turner

     /s/ Sonia B. Beard                  Director
         Sonia B. Beard

     Pursuant to the  requirements  of the  Securities Act of 1933, the Trustees
(or other persons who  administer  the employee  benefits plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto duly  authorized in the City of Fort  Lauderdale,  State of Florida on
this 23rd day of October, 2007.

                                     Ocean Bio-Chem, Inc. 2002 Incentive Stock
                                     Option Plan and 2002 Non-Qualified Stock
                                     Option Plan

                                     By:/s/ Peter G. Dornau
                                            Peter G. Dornau, Trustee

                                     By:/s/ Jeffrey S. Barocas
                                            Jeffrey S. Barocas, Trustee

                                       11
POWER OF ATTORNEY
               For Registration Statement of Ocean Bio-Chem, Inc.

     KNOW BY THESE PRESENTS, That each of the undersigned directors and officers
of Ocean Bio-Chem,  Inc., a Florida corporation (the "Company"),  which proposes
to file with the  Securities  and Exchange  Commission,  Washington,  DC ("SEC")
under the provisions of the  Securities  Act of 1933, as amended (the "Act"),  a
new  S-8  Registration  Statement  and  one or  more  post-effective  amendments
("Registration  Documents")  to register  under said Act an  additional  145,000
shares of the  Common  Stock of the  Company to be used in  connection  with the
Company's Plan, hereby  constitutes and appoints Jeffrey S. Barocas his true and
lawful attorney-in-fact and agent, with full power to act as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Registration Documents and to file the same with all
exhibits thereto and any and all other documents in connection  therewith,  with
the SEC,  hereby  granting unto said  attorney-in-fact  and agent full power and
authority to do and perform any and all acts and things  requisite and necessary
to be done in and about the premises as fully and to all intents and purposes as
he 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 hereunto set their hand this 23rd
day of October, 2007.

     Signatures                                       Title

     /s/ Peter G. Dornau                              President, Chief Executive
         Peter G. Dornau                              Officer and Director

     /s/ Jeffrey S. Barocas                           Vice President-Finance,
         Jeffrey S. Barocas                           Chief Financial Officer
                                                      and Director

     /s/ Gregor M. Dornau                             Vice President-Sales and
         Gregor M. Dornau                             Marketing and Director

     /s/ William W. Dudman                            Vice President-Operations
         William W. Dudman                            and Director

     /s/ Edward Anchel                                Director
         Edward Anchel

     /s/ Laz L. Schneider                             Director
         Laz L.Schneider

     /s/ James Kolisch                                Director
         James Kolisch

     /s/ John B. Turner                               Director
         John B. Turner

     /s/ Sonia B. Beard                               Director
         Sonia B. Beard

                                       12
Exhibit Index

Exhibit Number:

     4(a)(1) Ocean Bio-Chem, Inc. 2002 Incentive Stock Option Plan

     4(a)(2) Ocean Bio-Chem, Inc. 2002 Non-Qualified Stock Option Plan

     4(b) Rule 10b5-1 Sales Traing Plan

     23(a) Consent of Berenfeld, Spritzer, Shechter & Sheer

     23(b) Consent of Levi & Gopman , P.A.(formerly known as Levi Cahlin & Co.
Exhibit 4(a)(1)

                              OCEAN BIO-CHEM, INC.

                        2002 INCENTIVE STOCK OPTION PLAN

                           EFFECTIVE OCTOBER 22, 2002

                                   1. PURPOSE

     1.1 GENERAL.  Ocean Bio-Chem,  Inc., a Florida corporation (the "Company"),
established  this  Incentive  Stock  Option  Plan (the  "Plan") to  further  the
Company's  growth  and  development  by  providing  to  officers  and  other key
employees  who are in a position to contribute  materially to the  prosperity of
the Company, through ownership of stock of the Company, an incentive to increase
their  interest in the  Company's  welfare,  to continue  their  services and to
afford a means  through  which the  Company  can  attract to its  service  other
employees of outstanding ability.

     1.2 COMPANY. For purposes of the Plan, the Company is deemed to include all
wholly owned subsidiaries of the Company.

     1.3 TAX  TREATMENT.  The Plan is adopted  with the  intent  that it be, and
continue  to be, an  "incentive  stock  option  plan"  entitling  the holders of
options to the special  tax  treatment  provided by Section 422 of the  Internal
Revenue Code of 1986 (the "Code").

                                2. ADMINISTRATION

     2.1 STOCK OPTION  COMMITTEE.  The Plan shall be  administered  by the Ocean
Bio-Chem,  Inc.,  Stock Option Plan Committee (the  "Committee")  which shall be
composed of at least two Non-Employee  directors of the Company.  The Committee,
to be appointed by the Board of  Directors,  shall have full and complete  power
and authority to do all things  necessary and proper for the  administration  of
the Plan, including the power to interpret and construe its terms and provisions
and to  determine,  consistent  with the  terms  of the  Plan,  the  individuals
selected to receive options,  the times when they shall receive them, the number
of shares to be subject to each option, and the option price.

     2.2 RULES AND  REGULATIONS.  The Committee,  as it may deem advisable,  may
issue rules and regulations for the administration of the Plan. When so directed
by the Committee,  appropriate officers of the Company shall execute and deliver
on behalf of the Company such options,  agreements and other  instruments as the
Committee  may  determine  necessary  to the  implementation  of the  Plan.  The
Committee may adopt and/or construe an appropriate  form for any such options or
agreements  and  instruments,  which  forms shall  contain  such  provisions  or
conditions  as the  Committee  deems  necessary or advisable in carrying out the
purposes of the Plan,  provided,  however,  that no such  provision or condition
shall be inconsistent with the Plan.

     2.3 DEFECTS OR  OMISSIONS.  The  Committee may correct any defect or supply
any  omission or  reconcile  any  inconsistency  in the Plan or in any option or
agreement  in the manner and to the extent it shall deem  expedient  to carry it
into effect,  and to meet the requirements of Section 422 of the Code, and shall
be the sole and final judge of such  expediency.  The Committee's  determination
shall be conclusive.

                          3. STOCK SUBJECT TO THE PLAN

     3.1 NUMBER OF SHARES.  Shares of the Company's Common Stock, par value $.01
per share  ("Common  Stock")  shall be subject to the Plan.  The total number of
shares of Common Stock which may be sold  pursuant to options  granted under the
Plan  ("Option"  or  "Options")  shall not exceed  400,000  shares,  adjusted as
provided in Section  3.2.  The shares of Common Stock sold under the Plan may be
either  authorized  and  unissued  shares or  issued  shares  reacquired  by the
Company.  Unless and until the Board of  Directors  shall  determine to purchase
shares in the market for the purpose of the Plan or to use treasury shares,  the
shares sold under the Plan shall be authorized and unissued  shares reserved for
that  purpose.  In the event  that any  Options  granted  under  the Plan  shall
terminate or expire for any reason  without  having been  exercised in full, the
shares of Common  Stock not  purchased  under those  Options  shall be available
again for the purpose of the Plan.

     3.2  ADJUSTMENTS.  Notwithstanding  any other provision of the Plan, in the
event of any change in any shares of the outstanding Common Stock of the Company
by  reason  of  a  stock  dividend,  recapitalization,   merger,  consolidation,
split-up,  stock split, reverse stock split,  combination or exchange of shares,
or action of like nature,  the aggregate  number and class of shares as to which
Options may be granted to any individual, the number and class of shares subject
to each outstanding Option and the Option prices shall be appropriately adjusted
in  proportion  to  such  increases  or  decreases  by  the   Committee,   whose
determination shall be conclusive.

     3.3 REVERSION OF SHARES TO THE SHARE RESERVE.  If any Stock Award shall for
any reason expire or otherwise  terminate,  in whole or in part,  without having
been exercised in full, the shares of Common Stock not acquired under such Stock
Award shall revert to and again become available for issuance under the Plan.
3.4 SOURCE OF SHARES. The shares of Common Stock subject to the Plan may be
unissued shares or reacquired shares, bought on the market or otherwise.

                        4. ELIGIBILITY AND PARTICIPATION

     4.1  INCENTIVE  STOCK OPTION  $100,000  LIMITATION.  To the extent that the
aggregate  Fair Market Value  (determined  at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Optionholder during any calendar year (under all plans of the Company and
its Affiliates) exceeds one hundred thousand dollars ($100,000),  the Options or
portions  thereof which exceed such limit  (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

     4.2  OFFICERS  AND  CERTAIN  EMPLOYEES.  Options  may be  granted  only  to
full-time  salaried  officers  and key  employees  of the  Company or any of its
subsidiaries.  Directors  of the  Company  who are not also  full-time  salaried
officers or employees of the Company will not be eligible to receive Options.

     4.2 TEN PERCENT SHAREHOLDER LIMITATION. If an Option is to be granted to an
individual who, at the time the Option is granted,  owns Common Stock possessing
more than 10 percent (10%) of the total combined  voting power of all classes of
stock of the Company or of its parent or subsidiary (as determined under Section
425(d) of the Code),  the  purchase  price of the Common Stock under each Option
("Option  Price") set out in the  applicable  portion of Article 5 hereof  shall
read "but shall be at least 110 percent of its Fair Market Value" and the period
of exercise  set out in the  applicable  portion of Article 6 hereof  shall read
"and  ending not more than five (5) years  after the date on which the option is
granted".
                                    5. PRICE

     5.1  DETERMINATION.  The Option Price shall be determined by the Committee,
but shall not be less than 100 percent of its fair market  value (as  determined
by Section 422 of the Code) ("Fair Market Value") at the time of granting of the
Option, as determined in good faith by the Committee.

     5.2 PAYMENT. Upon exercise of the Option, the Option Price shall be paid in
full with cash or with stock of the  Company  or with  demand  promissory  notes
bearing the rate of interest required by the Code, as amended from time to time,
at the option of the Employee.

     5.3 USE OF PROCEEDS. The proceeds from the issuance of Common Stock subject
to Options are to be added to the funds of the Company available for its general
corporate purposes.
                              6. EXERCISE OF OPTION

     6.1  PERIOD OF  EXERCISE.  Each  Option  granted  under  the Plan  shall be
exercisable  only during such period as the Committee may  determine,  beginning
not less than one (1) year and  ending  not more than ten (10)  years  after the
date on which the Option is granted ("Expiration  Date"),  except as such period
may be modified under the provisions or Sections 8.1 and 9.1 hereof. Within such
limits each Option shall provide,  as determined by the  Committee,  the time or
times at which and the  number of shares for which it may be  exercised.  Unless
otherwise provided in the Committee's  action,  each Option shall be exercisable
in whole at any  time,  or in part  from  time to time,  during  the term of the
Option.  The  holder of an Option  shall  have no rights as a  shareholder  with
respect to shares subject to the Option until such shares shall have been issued
to him upon  exercise  of the  Option.  An Option  may be  exercised  during the
lifetime of the holder  thereof  only by such  holder,  and,  after the holder's
death, as provided in Sections 9.1 and 9.2 hereof.

     6.2  CHANGE  OF  CONTROL.  Provided  however,  in the  event of a change in
control  of  Company,  each  Option  granted  under  this  Plan  shall  be fully
exercisable.

     6.3 SALE. An individual  who has acquired  Common Stock upon exercise of an
Option may not sell,  transfer  or  otherwise  dispose  of the  Common  Stock so
acquired within two years from the date of the granting of the Option nor within
one year after the transfer of the shares to the individual.

     6.4 VESTING  GENERALLY.  The total number of shares of Common Stock subject
to an Option  may,  but need  not,  vest and  therefore  become  exercisable  in
periodic  installments  that may,  but need not,  be equal.  The  Option  may be
subject to such other terms and  conditions  on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem  appropriate.  The vesting  provisions of individual  Options may vary. The
provisions of this Section 6(g) are subject to any Option  provisions  governing
the  minimum  number  of shares  of  Common  Stock as to which an Option  may be
exercised.
                        7. NON-TRANSFERABILITY OF OPTIONS

     7.1  GENERAL.  No  Option  granted  under  the Plan  shall be  transferable
otherwise than by will or the laws of descent and distribution.
8. TERMINATION OF EMPLOYMENT

     8.1 GENERAL. If employment of the holder of an Option is terminated for any
reason, other than by death or disability,  the holder's Option may be exercised
only within three months from the date of such termination of employment, but in
no event after the Expiration Date of the Option; provided, however, that if the
holder is  dismissed  for  cause,  as to which the  Committee  shall be sole and
exclusive judge, the Option shall expire immediately.

     9.1 DEATH WHILE EMPLOYED. If the holder of an Option dies while employed by
the Company,  the Option may be exercised by the personal  representative of the
Option holder,  for a period of six (6) months from the date of death, but in no
event after the Expiration Date of the Option.

     9.2 DEATH AFTER  TERMINATION.  If the holder of an Option dies within three
months after  termination of employment  other than for cause, the Option may be
exercised by the personal  representative  of the Option  holder for a period of
six (6) months from the date the Option holder's employment was terminated,  but
in no event after the Expiration Date of the Option.

     9.3  DISABILITY.  If the holder of an Option  becomes  disabled  within the
meaning of Section  22(e)(3)  of the Code,  the Option may be  exercised  by the
Option holder within one year after his becoming disabled, but in no event after
the Expiration Date of the Option.

                          10. AMENDMENT AND TERMINATION

     10.1 TERM. Unless the Plan has been terminated as hereinafter provided, the
Plan  shall  terminate  on October  21,  2012,  and no Option  under it shall be
granted  thereafter.  The Board of Directors of the Company at any time prior to
that date may terminate the Plan.

     10.2  AMENDMENT.  The Board of Directors  may also amend the Plan by making
such changes and  additions to it as the Board shall deem  advisable;  provided,
however,  that except as provided in Section 3.2 hereof,  the Board of Directors
may not, without further  approval by the Shareholders of the Company,  increase
the maximum  number of shares as to which  Options may be granted or  exercised;
and  provided  further,  that any such  change or  addition  does not affect the
Plan's status under Section 422 of the Code. No  termination or amendment of the
Plan  may,  without  the  consent  of the  holder of an  Option  then  existing,
terminate  his Option or materially  and  adversely  affect his rights under the
Option.
                               11. EFFECTIVE DATE

     11.1 SHAREHOLDER APPROVAL. The Plan shall become effective upon adaption by
the Board of Directors of the Company, provided that it shall be approved by the
vote of the holders of a majority  of the shares of Common  Stock of the Company
outstanding and entitled to vote at a meeting of shareholders held within twelve
(12) months after the Plan is adopted by the Board of Directors.

                         12. TIME OF GRANTING OF OPTIONS

     12.1 FORMAL  GRANTING.  Nothing  contained in the Plan or in any resolution
adopted or to be adopted by the Board of  Directors or the  shareholders  of the
Company shall constitute the granting of an Option hereunder. The granting of an
Option  pursuant  to the Plan and the  acquisition  of any  rights  as an Option
holder shall take place only when the  Committee  authorizes  the issuance of an
Option,  and a formal written and executed  Option  agreement is executed by the
holder of the Option.

     12.2 TEN YEAR LIMIT.  Subject to the  provisions of Article 10, Options may
be  granted  under  the Plan  within  ten (10)  years  from the date the Plan is
adopted  by the  Board  of  Directors  of the  Company  or the  date the Plan is
approved by the Shareholders, whichever is earlier.

                          13. MISCELLANEOUS PROVISIONS

     13.1 OPTION DATE.  An Option shall have been deemed to have been granted on
the date fixed in the  resolution of the Committee  authorizing  the granting of
such Option,  provided  such date shall not be prior to the date of the adoption
of such resolution. If no date is fixed by such resolution,  the Option shall be
deemed to have been granted on the date of adoption of the resolution,  provided
that the agreement relating to the Option shall be executed and delivered within
thirty (30) days  therefrom;  otherwise  the Option shall be deemed to have been
granted on the date of delivery of such agreement to the optionee.

     13.2  INDEMNIFICATION  OF COMMITTEE.  Without  limiting any other rights of
indemnification,  the  members  of the  Committee  shall be  indemnified  by the
Company against the reasonable expenses (including  attorney's fees,  judgments,
fines,  and amounts  paid in  settlement)  actually  incurred as a result of any
action,  suit or proceeding,  or any appeal therein ("Claim"),  to which they or
any of them may be a party by reason of any action taken or failure to act under
or in  connection  with  the  Plan,  and  against  all  amounts  paid by them in
settlement  of such Claim,  to the full extent  permissible  under  Florida Law;
provided that within sixty (60) days after  institution  of any such Claim,  the
Committee member involved offers the Company in writing the opportunity,  at its
Own expense, to handle and defend the same.
13.3  JURISDICTION AND VENUE.  This Agreement shall be governed by the laws
of the state of Florida and any litigation  with respect to this Agreement shall
be in the state or Federal courts situated in Broward County, Florida
Exhibit 4(a)(2)

                      2002 NON-QUALIFIED STOCK OPTION PLAN
                        ADOPTED BY THE BOARD OF DIRECTORS
                              ON OCTOBER 22, 2002,
                        EFFECTIVE AS OF OCTOBER 22, 2002

                                  1. PURPOSE.

     (a) The purpose of the Ocean Bio-Chem, Inc. 2002 Non-Qualified Stock Option
Plan (the "2002 Non-Qualified Plan") is to strengthen Ocean Bio-Chem,  Inc. (the
"Company") and its subsidiary corporation,  within the meaning of Section 425 of
the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  by  providing
directors  who  are  not  full-time   salaried   employees  (the   "Non-Employee
Directors") and consultants, such as, for example, but without limitation, legal
or financial service providers or software, hardware, or other product designers
("Consultants") added incentives for high levels of performance and to encourage
stock ownership in the Company.  The 2002 Non-Qualified Plan seeks to accomplish
these  goals by  providing  a means  whereby  such  Non-Employee  Directors  and
Consultants of the Company and its  subsidiaries  may be given an opportunity to
purchase (by way of an option) common stock of the Company.

     (b) The Company,  by means of the 2002 Non-Qualified  Plan, seeks to secure
and retain the services of such  Non-Employee  Directors and  Consultants of the
Company or its subsidiaries and to provide  incentives for such persons to exert
maximum efforts for the success of the Company and its subsidiaries.

     (c)  The  Company   intends   that  the  options   issued  under  the  2002
Non-Qualified  Plan shall be options  which do not  qualify as  incentive  stock
options ("non-qualified stock options").

                               2. ADMINISTRATION.

     (a) The 2002  Non-Qualified Plan has been adopted and shall be administered
by a compensation  committee  ("Committee"),  composed of not fewer than two (2)
members of the Board of Directors  (the  "Board").  All members of the Committee
must be "outside directors" within the meaning of Section 162(m) of the Code. It
is recommended,  and the Board of Directors  shall endeavor,  to select at least
three (3) members of the Board who qualify as "outside  directors")  to serve on
the Committee. Members of the Committee shall serve at the pleasure of the Board
and the Board may from time to time remove  members from, or add members to, the
Committee.  All of the  members of the  Committee  also  shall be "Non  Employee
Directors" as provided in Rule 16b-3(i)  promulgated  pursuant to the Securities
Exchange Act of 1934, as amended ("1934 Act").

     (b)  The  Committee   shall  have  the  power,   in  connection   with  the
administration  of the  2002  Non-Qualified  Plan,  subject  to and  within  the
limitations of the express provisions of the 2002 Non-Qualified Plan:

     (i) To determine from time to time which of the persons  eligible under the
2002  Non-Qualified  Plan shall be  granted  an option;  when and how the option
shall be  granted;  the  provisions  of each option  granted  (which need not be
identical),  including, without limitation, the time or times during the term of
each option  within which all or portions of such option may be  exercised;  and
the number of shares for which an option shall be granted to each such person;

     (ii) To determine any conditions or restrictions  imposed on stock acquired
pursuant to the exercise of an option (including, but not limited to, repurchase
rights, forfeiture restrictions and restrictions on transferability);

     (iii) To construe and interpret the 2002 Non-Qualified Plan and the options
granted  under it, to construe and  interpret  any  conditions  or  restrictions
imposed on stock acquired  pursuant to the exercise of an option,  to define the
terms used herein, and to establish,  amend and revoke rules and regulations for
its  administration.  The Committee,  in the exercise of this power, may correct
any defect,  omission or inconsistency in the 2002  Non-Qualified Plan or in any
option  agreement  in a manner  and to the  extent it shall  deem  necessary  or
expedient to make the 2002 Non-Qualified Plan fully effective;

     (iv) To cancel,  at any time and from time to time, with the consent of the
affected optionee or optionees, any or all outstanding options granted under the
2002 Non-Qualified Plan and the grant and substitution  therefore of new options
under the 2002 Non-Qualified  Plan (subject to limitations  hereof) covering the
same or different  number of shares of stock at an option price per share in all
events not less than the fair market value on the new grant date; and

     (v) Generally, to exercise such powers and to perform such acts as it deems
necessary or expedient to promote the best interests of the Company.

     (c)  The  Committee  shall  comply  with  the  provisions  of  Rule  16b-3,
promulgated  pursuant  to the 1934 Act as in effect  from  time to time,  to the
extent applicable to the 2002 Non-Qualified Plan.

     (d) Any action of the Committee with respect to  administration of the 2002
Non-Qualified  Plan  shall  be  taken  pursuant  to a  majority  vote  or to the
unanimous  written  consent of its members.  In the event that the  Committee is
composed of two members,  and one member abstains from a vote on a matter, issue
or item for decision, the remaining member may vote and his or her vote shall be
considered a majority vote of the  Committee.  A vote of the Committee  shall be
reported to the full Board of Directors,  which may elect to accept such vote or
reconsider  the  matter and cast a  contrary  or  differing  vote,  which  shall
control.  Any member of the  Committee  who is eligible  for an award under this
Plan shall abstain from consideration of such award by the Committee.

     (e) The  determinations  of the  Committee  on matters  referred to in this
paragraph 2 shall be final and conclusive.

               3. SHARES SUBJECT TO THE 2002 NON-QUALIFIED PLAN.

     Subject to the  provisions  of  paragraph  9 relating to  adjustments  upon
changes  in stock,  the stock that may be offered  pursuant  to options  granted
under the 2002  Non-Qualified  Plan shall not exceed  the  aggregate  of 200,000
shares of the  Company's  common  stock.  If any option  granted  under the 2002
Non-Qualified  Plan  shall for any  reason  expire,  be  canceled  or  otherwise
terminate  without having been exercised in full, the stock not purchased  under
such option shall again become available for the 2002 Non-Qualified Plan.

                                4. ELIGIBILITY.

     (a)   Non-Employee   Directors  and  Consultants  of  the  Company  or  its
subsidiaries shall be eligible to receive non-qualified stock options.

     (b)  Notwithstanding  anything to the contrary  contained in this Plan,  no
person may be granted  an option  under this Plan if such  person at the time of
grant  holds  options to  purchase  more than 10% of the  outstanding  shares of
common  stock of the  Company.  In  addition,  no person may be granted  (in any
calendar  year)  options to purchase  more than 100,000  shares of common stock,
subject to adjustment pursuant to paragraph 9.

                             5. OPTION PROVISIONS.

     Each  option  shall be in such  form  and  shall  contain  such  terms  and
conditions as the Committee shall deem  appropriate.  The provisions of separate
options  need  not  be  identical,   but  each  option  shall  include  (through
incorporation of provisions  hereof by reference in the option or otherwise) the
substance of each of the following provisions:

     (a) Each option  granted and all rights or  obligations  thereunder  by its
terms shall expire on such date as the  Committee  may determine as set forth in
such stock option agreement, but not later than ten (10) years from the date the
option was  granted  and shall be subject to  earlier  termination  as  provided
elsewhere in the 2002 Non-Qualified Plan. For purposes of the 2002 Non-Qualified
Plan,  the date of grant of an option  shall be the date on which the  Committee
takes final action approving the award of the option,  notwithstanding  the date
the optionee accepts the option,  the date of execution of the option agreement,
or any other date with respect to such option.

     (b) The exercise  price of each option shall be determined by the Committee
and shall be not less than one hundred percent (100%) of the "fair market value"
of the stock  subject to the option on the date the option is  granted,  as such
term in quotations is defined below; provided,  however, that the purchase price
of common stock  subject to an  incentive  stock option may not be less than one
hundred ten percent (110%) of such fair market value where the optionee owns (or
is deemed to own pursuant to Section 424(d) of the Code) stock  possessing  more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Company. The fair market value of such stock shall be determined by
the Committee in accordance with any reasonable valuation method.

     (c) The  purchase  price of stock  acquired  pursuant to an option shall be
paid at the time the option is exercised (i) in cash, check payable to the order
of the Company, or (ii) shares of common stock of the Company with a fair market
value equal to the option price for the shares being purchased;  or (iii) having
shares  withheld from the total number of shares of Common Stock to be delivered
upon exercise;  or (iv)  delivering a properly  executed  notice,  together with
irrevocable  instructions  to a broker,  to promptly  deliver to the Company the
amount of sale or loan  proceeds to pay the  exercise  price.  If a person other
than the  optionee  exercises  an option,  such person must  furnish the Company
appropriate  documentation  evidencing that such person or persons have the full
legal right and power to exercise the option on behalf of and for the optionee.

     (d) An option by its terms may only be  transferred  by will or by the laws
of descent  and  distribution  upon the death of the  optionee or by a qualified
domestic  relations  order, as such term is defined in the Internal Revenue Code
of 1986,  as  amended,  and  shall not be  transferable  during  the  optionee's
lifetime  (unless  by a  qualified  domestic  relations  order),  and  shall  be
exercisable during the lifetime of the person to whom the option is granted only
by such person (unless by a qualified domestic relations order).

     (e) Subject to  subparagraph  5(f) and except as provided in paragraph  10,
each option shall be exercisable in such installments,  which need not be equal,
and upon such contingencies as the Committee shall determine.  In addition,  the
Committee  shall have the power to  accelerate  the time (other than,  except as
provided in  paragraph  10, the  expiration  date) during which an option may be
exercised,  notwithstanding the provisions in the option stating the time during
which it may be exercised.
(f) From time to time during each of such installment  periods,  the option
may be  exercised  with  respect to some or all of the shares  allotted  to that
period,  and/or with respect to some or all of the shares  allotted to any prior
period as to which the option was not fully  exercised.  During the remainder of
the term of the option (if its term  extends  beyond the end of the  installment
periods),  the option  may be  exercised  from time to time with  respect to any
shares then remaining subject to the option. The provisions of this subparagraph
5(f) are subject to any option provisions governing the minimum number of shares
as to which an option may be exercised.

     (g) The Company may require any  optionee,  or any person to whom an option
is transferred  under  subparagraph  5(d), as a condition of exercising any such
option, to give written assurances satisfactory to the Company stating that such
person is  acquiring  the stock  subject  to the option  for such  person's  own
account and not with any present intention of selling or otherwise  distributing
the stock. The requirement of providing written  assurances,  and any assurances
given pursuant to the requirement,  shall be inoperative if (i) the shares to be
issued  upon the  exercise  of the  option  have  been  registered  under a then
currently effective  registration statement under the Securities Act of 1933, as
amended (the  "Securities  Act"), or (ii) a determination is made by counsel for
the Company that such written  assurances are not required in the  circumstances
under the then applicable federal or state securities laws.

     (i) The stock option  agreement may, but need not, provide that such option
may be exercised at any specified time up to one (1) year following the death of
the optioneee by the person or persons to whom the optionee's  rights under such
option pass by will or by the laws of descent and distribution,  but only to the
extent that the optionee was entitled to exercise said option  immediately prior
to death.

     (ii)  The  options  may be  canceled  for  "cause",  whereupon  the  option
terminates  immediately  as to all  unexercised  options.  Cause  shall  include
termination for  malfeasance or gross  misfeasance in the performance of duties,
or conviction  of illegal  activity in connection  therewith,  conviction  for a
felony, or any significant  conduct  detrimental to the interests of the Company
or any of its subsidiaries,  and the determination of the Committee with respect
thereto shall be final and conclusive.

     (h) Options may be exercised by ten (10) days' written notice  delivered to
the Company  stating  the number of shares  with  respect to which the option is
being  exercised,  together  with  payment  for such  shares.  Not less than one
hundred  (100)  shares  may be  purchased  at any one  time  unless  the  number
purchased is the total number of shares which may be purchased under the option.

     (i) Any  option  granted  hereunder  shall  provide  as  determined  by the
Committee for appropriate  arrangements  for the  satisfaction by the Company or
its subsidiaries and the optionee of all federal,  state, local or other income,
excise or employment  taxes or tax  withholding  requirements  applicable to the
exercise of the option or the later  disposition  of the shares of stock thereby
acquired. Such arrangements shall include, without limitation,  the right of the
Company or any  subsidiary  thereof to deduct or withhold,  if permitted by law,
shares of stock from any  transfer or payment to an optionee or, if permitted by
law,  to  receive  transfers  of  shares  of stock or  other  property  from the
optionee,  in such  amount or amounts  deemed  required  or  appropriate  by the
Committee in its discretion. Any shares of stock issued pursuant to the exercise
of any option and  transferred  by the  optionee to the Company for  purposes of
satisfying any withholding obligations shall not again be available for purposes
of the 2002 Non-Qualified Plan.

                          6. COVENANTS OF THE COMPANY.

     (a) During the terms of the options  granted  under the 2002  Non-Qualified
Plan,  the  Company  shall keep  available  at all times the number of shares of
stock required to satisfy such options.

     (b) The Company  shall seek to obtain from each  regulatory  commission  or
agency having  jurisdiction over the 2002 Non-Qualified Plan or the Company such
authority as may be required to issue and sell shares of stock upon  exercise of
the options granted under the 2002 Non-Qualified Plan; provided,  however,  that
this undertaking  shall not require the Company to register under the Securities
Act either  the 2002  Non-Qualified  Plan,  any  option  granted  under the 2002
Non-Qualified  Plan, or any stock issued or issuable pursuant to any such option
or grant. If the Company is unable to obtain from any such regulatory commission
or agency the authority  which  counsel for the Company deems  necessary for the
lawful issuance and sale of stock under the 2002 Non-Qualified Plan, the Company
shall be relieved  from any  liability  for failure to issue and sell stock upon
grant or upon  exercise  of such  options  unless  and until such  authority  is
obtained.

     (c) The  Company  shall  indemnify  and hold  harmless  the  members of the
Committee  in any  action  brought  against  any member in  connection  with the
administration of the 2002 Non-Qualified Plan to the maximum extent permitted by
then applicable law.

                         7. USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of stock pursuant to options  granted under the 2002
Non-Qualified Plan shall constitute general funds of the Company.
8. MISCELLANEOUS.

     (a)  Neither an  optionee  nor any person to whom an option is  transferred
under  subparagraph  5(d) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all  requirements for exercise of the option
pursuant to its terms.

     (b) Nothing  contained  in the 2002  Non-Qualified  Plan,  or in any option
granted pursuant to the 2002  Non-Qualified  Plan, shall obligate the Company or
any of its  subsidiaries  to employ any  employee for any period or interfere in
any way with the right of the Company or any of its  subsidiaries  to reduce the
compensation of any employee.

                     9. ADJUSTMENTS UPON CHANGES IN STOCK.

     If the  outstanding  shares  of the  stock of the  Company  are  increased,
decreased,  or changed  into,  or  exchanged  for a different  number or kind of
shares or securities of the Company,  without  receipt of  consideration  by the
Company,  through reorganization,  merger,  recapitalization,  reclassification,
stock split, stock dividend,  stock consolidation,  or otherwise, an appropriate
and  proportionate  adjustment shall be made in the number and kind of shares as
to which options may be granted. A corresponding  adjustment changing the number
or kind of shares and the  exercise  price per share  allocated  to  unexercised
options,  or portions  thereof,  which shall have been granted prior to any such
change shall likewise be made. Any such adjustment,  however,  in an outstanding
option  shall be made  without  change  in the  total  price  applicable  to the
unexercised  portion of the option but with a  corresponding  adjustment  in the
price for each share subject to the option. Adjustments under this section shall
be made by the Committee,  whose  determination as to what adjustments  shall be
made,  and the extent  thereof,  shall be final and  conclusive.  No  fractional
shares of stock shall be issued under the 2002  Non-Qualified Plan on account of
any such adjustment.

                             10. TERMINATING EVENT.

     Not less than thirty (30) days prior to the  dissolution  or liquidation of
the Company,  or a  reorganization,  merger or consolidation of the Company with
one or more  corporations  as a result  of  which  the  Company  will not be the
surviving or resulting corporation, or a sale of substantially all the assets of
the Company to another  person,  or a reverse merger in which the Company is the
surviving  corporation  but  the  shares  of  the  Company's  stock  outstanding
immediately  preceding  the merger are  converted  by virtue of the merger  into
other property, or in the event of any other capital  reorganization or in which
shares of stock of the Company  possessing  more than fifty percent (50%) of the
voting power of the Company are exchanged (a "Terminating Event"), the Committee
shall  notify each  optionee  of the  pendency of the  Terminating  Event.  Upon
delivery of said notice, any option granted prior to the Terminating Event shall
be,  notwithstanding  the provisions of paragraph 5 hereof,  exercisable in full
and not only as to those shares with respect to which installments, if any, have
then accrued, subject, however, to earlier expiration or termination as provided
elsewhere in the 2002  Non-Qualified  Plan. Upon the date thirty (30) days after
delivery  of said  notice,  any option or portion  thereof not  exercised  shall
terminate,  and upon  the  effective  date of the  Terminating  Event,  the 2002
Non-Qualified Plan shall terminate,  unless provision is made in connection with
the  Terminating  Event  for  assumption  of  options  theretofore  granted,  or
substitution  for such  options of new  options  covering  stock of a  successor
employer corporation,  or a parent or subsidiary corporation thereof,  solely at
the option of such successor  corporation  or parent or subsidiary  corporation,
with  appropriate  adjustments  as to  number  and kind of  shares  and  prices.
Formation of a holding company for the Company in which the  shareholders of the
holding  company  after  its  formation  are  substantially  the same as for the
Company prior to the holding company formation shall not be a Terminating Event.

                 11. AMENDMENT OF THE 2002 NON-QUALIFIED PLAN.

     (a) The  Committee at any time,  and from time to time,  may amend the 2002
Non-Qualified Plan, PROVIDED, HOWEVER, that the provisions of paragraph 12 shall
not be amended more than once every three (3) months, other than to comport with
changes in the Internal  Revenue Code, the Employee  Retirement  Income Security
Act or the rules  thereunder.  Except as  provided  in  paragraph  9 relating to
adjustments upon changes in stock, no amendment shall be effective unless within
twelve (12) months before or after the adoption of the amendment, by the vote of
a majority of the shares of the company represented and voting at a shareholders
meeting or by the written consent of a majority of the outstanding shares of the
Company where the amendment will:

     (i)  Increase  the number of shares  reserved  for  options  under the 2002
Non-Qualified Plan;

     (ii) Materially modify the requirements as to eligibility for participation
in the 2002 Non-Qualified Plan; or

     (iii) Materially  increase the benefits accruing to participants  under the
2002 Non-Qualified Plan.
(b) Rights and  obligations  under any option granted  pursuant to the 2002
Non-Qualified  Plan shall not be altered or  impaired by  amendment  of the 2002
Non-Qualified  Plan,  except with the consent of the person to whom the stock or
option was granted.

  12. TERMINATION, SUSPENSION AND LIMITATIONS OF THE 2002 NON-QUALIFIED PLAN.

     (a) The Committee may suspend or terminate the 2002  Non-Qualified  Plan at
any time. Unless sooner terminated,  the 2002 Non-Qualified Plan shall terminate
ten years from the effective date of the 2002 Non-Qualified Plan. No options may
be granted under the 2002  Non-Qualified  Plan while the 2002 Non-Qualified Plan
is suspended or after it is terminated.

     (b) Rights and  obligations  under any option granted  pursuant to the 2002
Non-Qualified  Plan while the 2002  Non-Qualified Plan is in effect shall not be
altered or impaired by suspension or termination of the 2002 Non-Qualified Plan.

     (c)  Notwithstanding  any other  provision  of this Plan,  no option may be
granted hereunder that by its terms may be exercised beyond the time that is ten
(10) years from its date of grant by the Company.

                          13. EFFECTIVE DATE OF PLAN.

     The 2002 Non-Qualified Plan shall become effective as of October 22, 2002.
Exhibit 4(b)

                        Raymond James & Associates, Inc.
                         Rule 10b5-1 Sales Trading Plan
                   (Non-discretionary Plan-Owned Shares Only)

     Use this  version of the Sales Plan if the seller  wishes to  indicate  the
amount,  price and date of stock sales with such  specificity that Raymond James
will not have any  discretion  over how,  when and whether to sell stock  (other
than the discretion inherent in applying ordinary principles of best execution).
,("Seller")  hereby adopts this Sales Plan dated  October , 2007 ("Sales  Plan")
between Seller and Raymond James & Associates, Inc. ("Raymond James"), acting as
agent.

                                    Recital

     This Sales Plan is being  entered into between  Seller and Raymond James to
establish a trading plan for Seller that complies with the  requirements of Rule
10b5-1(c)(1)  under  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act").  Seller is establishing  this Sales Plan to dispose of all or a
portion of Seller's  holdings of the [common stock],  [par value $[ ] per share]
[no par value] (the "Stock"), of [name of issuer] (the "Issuer").

A.       Implementation of the Plan

     1. Seller hereby appoints Raymond James to sell shares of Stock pursuant to
the terms and conditions set forth below.  Subject to such terms and conditions,
Raymond James hereby accepts such appointment.

     2. Raymond James is  authorized  to begin  selling  Stock  pursuant to this
Sales Plan on  ___________________,  200___  (which shall be no earlier than ___
days from the date this Sales Plan is adopted) and shall cease  selling Stock on
the earliest to occur of the date on which Raymond James receives  notice of the
death of Seller, as soon as reasonably  practical after learning that the Issuer
or any other person  publicly  announces a tender or exchange offer with respect
to the  Stock,  the  date  of  public  announcement  of a  merger,  acquisition,
reorganization,   recapitalization  or  comparable   transaction  affecting  the
securities  of the  Issuer  as a result  of which  the  Stock  is  exchanged  or
converted  into  shares of  another  company,  the date on which  Raymond  James
receives  notice  of  the  commencement  of any  proceedings  in  respect  of or
triggered  by  Seller's  bankruptcy  or  insolvency  and  (specify  one or  more
occurrences   that  will  mark  the  last  day  on  which   sales  may   occur):
________________,  200___;  and the date that an aggregate of _______  shares of
Stock are sold  pursuant  to this Sales  Plan;  and the date that the  aggregate
proceeds of sales pursuant to this Sales Plan (after  deducting  commissions and
other expenses of sale reaches  $___________.  (the "Plan Sales Period").

     3. (a) Raymond  James  shall sell the Daily Sale Amount (as defined  below)
for the  account of Seller on each Sale Day (as defined  below),  subject to the
following restrictions,  if desired:  Raymond James shall not sell any shares of
Stock pursuant to this Sales Plan at a price of less than $ __________per  share
(before  deducting  commissions  and other  expenses of sale) (the "Minimum Sale
Price"). (insert other restrictions, if any) ___________________________.

     (b) A "Sale Day" is  (specify  the days on which  Raymond  James is to sell
Stock,  e.g., "each Trading Day," "the first Monday of each month" or "the first
Trading Day immediately  succeeding any period of five consecutive  Trading Days
during  which the market  price of the Stock on each Trading Day was equal to or
greater than $25") ______________________________________  during the Plan Sales
Period,  provided that if any Sale Day is not a Trading Day, such Sale Day shall
be deemed to fall on the next succeeding Trading Day. A "Trading Day" is any day
during the Plan Sales Period that the [name of principal  market or exchange for
the Stock] (the  "Principal  Market") is open for  business and the Stock trades
regular way on the Principal Market.

     (c) The "Daily  Sale  Amount"  for any Sale Day shall be (please  check the
applicable  box to indicate the amount of Stock that Raymond James is to sell on
each Sale Day):  _____________  shares of Stock. an amount of Stock resulting in
aggregate  proceeds (after  deducting  commissions and other expenses of sale of
$________________.   determined  in  accordance  with  the  following   formula:

     (1) he amount  set forth on the grid  below  opposite  the per share  price
range that  corresponds  to the reported  price of the opening  reported  market
transaction in the Stock on such  Sale  Day.
--------------------------------------------------------------------------------
-------------------------------------- Reported Price of Opening Reported Market
Transaction in the Stock Daily  Sale  Amount
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------     If     the     price     is     below
$______________________
--------------------------------------------------------------------------------
--------------------------------------
--------------------------------------------------------------------------------
If     the      price      is      between      $_______      and      $________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------  If the  price is  between  $_______  and
$________
--------------------------------------------------------------------------------
--------------------------------------
--------------------------------------------------------------------------------
If        the        price        is        above        $_____________________.

     (d)  Subject  to the  restrictions  set forth in  paragraph  A.3(a)  above,
Raymond  James shall sell the Daily Sale Amount on each Sale Day under  ordinary
principles of best execution at the then-prevailing market price.

     (e) If,  consistent  with ordinary  principles of best execution or for any
other  reason,  Raymond James cannot sell the Daily Sale Amount on any Sale Day,
then  (select  one):  the  amount  of  such  shortfall  may be  sold  as soon as
practicable on the immediately  succeeding Trading Day under ordinary principles
of best execution; provided that in no event may the amount of the shortfall for
any such Sale Day be sold  later than the  fourth  business  day after such Sale
Day. Raymond James's  obligation to sell Stock on such Sale Day pursuant to this
Sales Plan  shall be deemed to have been  satisfied.  Nevertheless,  if any such
shortfall  exists after the close of trading on the last Trading Day of the Plan
Sales Period,  Raymond James's  authority to sell such shares for the account of
Seller under this Sales Plan shall terminate.

     (f) The Daily Sale Amount and the Minimum Sale Price, if applicable,  shall
be adjusted  automatically  on a  proportionate  basis to take into  account any
stock split,  reverse stock split or stock dividend with respect to the Stock or
any change in  capitalization  with respect to the Issuer that occurs during the
Plan Sales Period.

4. Raymond James shall not sell Stock  hereunder at any time when:

     (i) Raymond James,  in its sole  discretion,  has determined  that a market
disruption,  banking moratorium,  outbreak or escalation of hostilities or other
crisis or calamity has occurred; or

     (ii) Raymond  James,  in its sole  discretion,  has  determined  that it is
prohibited  from  doing so by a legal,  contractual  or  regulatory  restriction
applicable to it or its  affiliates or to Seller or Seller's  affiliates  (other
than any such restriction  relating to Seller's possession or alleged possession
of material nonpublic information about the Issuer or the Stock); or

     (iii)  Raymond  James has received  notice from the Issuer or Seller of the
occurrence of any event contemplated by paragraph 3 of the certificate set forth
as Exhibit A hereto; or

     (iv) Raymond James has received notice from Seller to terminate the plan in
accordance with paragraph C.1 below.

     5. (a) Seller has  delivered  the Stock to be sold  pursuant  to this Sales
Plan (with the amount to be estimated by Seller in good faith, if the Daily Sale
Amount is designated as an aggregate  dollar amount) (the "Plan Shares") into an
account at Raymond James in the name of and for the benefit of Seller (the "Plan
Account").

     (b) Raymond  James shall  withdraw  Stock from the Plan Account in order to
effect  sales of Stock  under this Sales  Plan.  If at any time  during the Plan
Sales  Period the number of shares of Stock in the Plan Account is less than the
number of Plan Shares remaining to be sold pursuant to this Sales Plan,  Raymond
James  shall have no further  obligation  to effect  sales of Shares  under this
Sales Plan.

     (c) To the extent that any Stock  remains in the Plan Account after the end
of the Plan Sales Period or upon  termination of this Sales Plan,  Raymond James
agrees to return such Stock promptly to the Seller.

     6. Raymond James shall in no event effect any sale under this Sales Plan if
the Stock to be sold is not in the Plan Account.

     7. Raymond James may sell Stock on any national securities exchange, in the
over-the-counter market, on an automated trading system or otherwise.

     B.  Seller's  Representations,  Warranties  and  Covenants.  Seller  hereby
represents, warrants and covenants that:

     1. Seller is not aware of any material nonpublic information concerning the
Issuer or its securities.  Seller is entering into this Sales Plan in good faith
and not as part of a plan  or  scheme  to  evade  compliance  with  the  federal
securities laws.

     2. The securities to be sold under this Sales Plan are owned free and clear
by Seller  [(subject,  in the case of  shares  underlying  Options,  only to the
compliance by Seller with the exercise  provisions of such Options)] and are not
subject to any liens, security interests or other encumbrances or limitations on
disposition  other than those  imposed by Rules 144 or 145 under the  Securities
Act of 1933, as amended (the "Securities Act").
3. While this Sales Plan is in effect,  Seller  agrees not toenter  into or
alter any  corresponding or hedging  transaction or position with respect to the
securities covered by this Sales Plan and agrees,  except as expressly permitted
herein, not to alter or deviate from the terms of this Sales Plan.

     4. (a) Seller has provided Raymond James with a certificate dated as of the
date hereof signed by the Issuer substantially in the form of Exhibit A hereto.

(b)  Seller  agrees to notify  Raymond  James's  credit  department  by
telephone at the number set forth in paragraph F.5 below as soon as  practicable
if Seller becomes aware of the occurrence of any event contemplated by paragraph
3 of the certificate  set forth as Exhibit A hereto.  Such notice shall indicate
the  anticipated  duration of the  restriction,  but shall not include any other
information  about the nature of the restriction or its  applicability to Seller
and shall not in any way communicate any material  nonpublic  information  about
the Issuer or its securities to Raymond James.  Such notice shall be in addition
to the notice  required to be given to Raymond  James by the Issuer  pursuant to
the certificate set forth as Exhibit A hereto.

     5.  The  execution  and  delivery  of this  Sales  Plan by  Seller  and the
transactions  contemplated  by this Sales Plan will not contravene any provision
of applicable law or any agreement or other instrument  binding on Seller or any
of Seller's  affiliates  or any  judgment,  order or decree of any  governmental
body, agency or court having jurisdiction over Seller or Seller's affiliates.

     6.  Seller  agrees  that  until  this  Sales  Plan has been  terminated  as
permitted herein Seller shall not (i) enter into a binding contract with respect
to the  purchase  or  sale of  Stock  with  another  broker,  dealer,  financial
institution  or other party (each,  a "Financial  Institution"),  (ii)  instruct
another  Financial  Institution  to purchase or sell Stock or (iii) adopt a plan
for trading with respect to Stock other than this Sales Plan.

     7. Seller agrees that it shall not, directly or indirectly, communicate any
material  nonpublic  information  relating  to the  Stock or the  Issuer  to any
employee  of  Raymond  James or its  affiliates  who is  involved,  directly  or
indirectly, in executing this Sales Plan at any time while this Sales Plan is in
effect.

     8.  Seller  agrees  that  Seller  shall at all times  during the Plan Sales
Period (as defined  below),  in connection  with the  performance  of this Sales
Plan, comply with all applicable laws, including, without limitation, Section 16
of the Exchange Act and the rules and regulations  promulgated  thereunder,  and
make all filings,  if any,  required under Sections  13(d),  13(g) and 16 of the
Exchange Act in a timely  manner,  to the extent any such filings are applicable
to Seller.

     9. (a) Seller represents and warrants that the Stock to be sold pursuant to
this Sales Plan is currently eligible for sale under Rule 144 or 145.

     (b)  Seller  agrees  not to take,  and agrees to cause any person or entity
with which  Seller  would be required to  aggregate  sales of Stock  pursuant to
paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the
sales hereunder not to meet all applicable requirements of Rule 144.

     (c) Seller  agrees to complete,  execute and deliver to Raymond James Forms
144 for the sales to be effected under this Sales Plan at such times and in such
numbers as Raymond  James shall  request,  and Raymond James agrees to file such
Forms 144 on behalf of Seller as required by applicable law. Seller  understands
and agrees that Raymond James shall make one Form 144 filing at the beginning of
each  three-month  period  commencing  upon the first  Sale Day under this Sales
Plan.

     (d) Seller  hereby  grants  Raymond  James a power of  attorney to complete
and/or file on behalf of Seller any  required  Forms 144.  Notwithstanding  such
power  of  attorney,  Seller  acknowledges  that  Raymond  James  shall  have no
obligation to complete or file Forms 144 on behalf of Seller except as set forth
in subparagraph (c).

     (e) Raymond  James agrees to conduct all sales  pursuant to this Sales Plan
in accordance with the manner of sale  requirement of Rule 144 of the Securities
Act and in no event  shall  Raymond  James  effect  any sale if such sale  would
exceed the  then-applicable  amount  limitation under Rule 144, assuming Raymond
James's  sales  pursuant  to this Sales Plan are the only sales  subject to that
limitation.](3)

     10. Seller acknowledges and agrees that Seller does not have, and shall not
attempt to exercise,  any influence over how, when or whether to effect sales of
Stock pursuant to this Sales Plan.
11. Raymond James may sell Stock on any national  securities  exchange,  in
the over the  counter  market,  on an  automated  trading  system or  otherwise.
Raymond  James or one of its  affiliates  may make a market in the Stock and may
act as principal in executing  sales under the Trading  Plan. To the extent that
Raymond James administers  other trading plans relating to Issuer's  securities,
Raymond James may aggregate  orders for Seller with orders under other  sellers'
trading plans for execution in a block and allocate each execution on a pro rata
basis to each seller. In the event of partial execution of block orders, Raymond
James shall allocate the proceeds of all Stock actually sold on a particular day
pursuant to all Rule 10b5-1 trading plans  concerning  issuer's  securities that
Raymond James manages pro rata based on the ratio of (x) the number of shares to
be sold pursuant to the order instructions of each Trading Plan to (y) the total
number of shares to be sold  under all  Trading  Plans  having  the same type of
order  instructions.

C.  Termination

     1. This Sales Plan may not be terminated prior to the end of the Plan Sales
Period, except that:

     (i) it may be terminated at any time by written notice from Seller received
by Raymond  James's credit  department at the address or fax number set forth in
paragraph F.5 below for any reason as long as such  termination  is made in good
faith and not as part of a plan or scheme to evade the insider trading rules and
Seller  represents  that to Raymond  James in such  notice;  with  reasons for a
permitted   termination   including  where  legal  or  regulatory   restrictions
applicable to Seller or Seller's  affiliates  (other than any such  restrictions
relating to Seller's  possession  or alleged  possession  of material  nonpublic
information  about the Issuer or the Stock)  would  prevent  Raymond  James from
selling Stock for Seller's account during the Plan Sales Period, and

     (ii) it may be  suspended  or, at Raymond  James's  option,  terminated  if
Raymond James has received notice from the Issuer of the occurrence of any event
contemplated by paragraph 3 of the certificate set forth as Exhibit A hereto.

     D. Indemnification; Limitation of Liability

     1.(a) Seller agrees to indemnify  and hold  harmless  Raymond James and its
directors,  officers,  employees  and  affiliates  from and  against all claims,
losses,  damages and liabilities  (including,  without limitation,  any legal or
other expenses reasonably incurred in connection with defending or investigating
any such action or claim)  arising  out of or  attributable  to Raymond  James's
actions taken or not taken in compliance  with this Sales Plan or arising out of
or attributable  to any breach by Seller of this Sales Plan (including  Seller's
representations  and  warranties  hereunder)  or  any  violation  by  Seller  of
applicable laws or regulations.  This indemnification  shall survive termination
of this Sales Plan.

     (b) Notwithstanding any other provision hereof,  Raymond James shall not be
liable to Seller for:

     (i) special,  indirect,  punitive,  exemplary or consequential  damages, or
incidental  losses or damages of any kind, even if advised of the possibility of
such losses or damages or if such losses or damages  could have been  reasonably
foreseen; or

     (ii) any  failure  to  perform  or to  cease  performance  or any  delay in
performance  that  results  from a cause  or  circumstance  that is  beyond  its
reasonable  control,  including  but not  limited to failure  of  electronic  or
mechanical  equipment,  strikes,  failure of common carrier or utility  systems,
severe  weather,  market  disruptions or other causes commonly known as "acts of
God".
     (c) Notwithstanding any other provision hereof,  Raymond James shall not be
liable to Seller for

     (i) the exercise of discretionary  authority or discretionary control under
this Trading Plan, if any, or

     (ii)any  failure  to effect a sale  required  by  paragraph  A,  except for
failures  to  effect  sales as a  result  of the  gross  negligence  or  willful
misconduct of Raymond James.

     2. Seller has consulted  with  Seller's own advisors as to the legal,  tax,
business,  financial  and related  aspects  of, and has not relied upon  Raymond
James or any person  affiliated with Raymond James in connection with,  Seller's
adoption  and  implementation  of this Sales Plan.
3. Seller acknowledges and agrees that in performing  Seller's  obligations
hereunder  neither  Raymond  James  nor any of its  affiliates  nor any of their
respective  officers,  employees  or other  representatives  is  exercising  any
discretionary  authority  or  discretionary  control  respecting  management  of
Seller's assets, or exercising any authority or control respecting management or
disposition of Seller's assets,  or otherwise acting as a fiduciary  (within the
meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974,
as amended,  or Section  2510.3-21 of the Regulations  promulgated by the United
States  Department of Labor) with respect to Seller or Seller's assets.  Without
limiting the  foregoing,  Seller  further  acknowledges  and agrees that neither
Raymond James nor any of its  affiliates nor any of their  respective  officers,
employees or other  representatives  has provided any "investment advice" within
the meaning of such  provisions,  and that no views expressed by any such person
will serve as a primary basis for investment  decisions with respect to Seller's
assets.

     E. Agreement to Arbitrate The  arbitration  provisions of the Raymond James
Client Agreement are incorporated by reference.

     F. General

     1. Seller shall pay Raymond James $[ ] per share of the Stock sold.

     2. Seller and Raymond James acknowledge and agree that this Sales Plan is a
"securities  contract," as such term is defined in Section 741(7) of Title 11 of
the  United  States  Code  (the  "Bankruptcy  Code"),  entitled  to  all  of the
protections given such contracts under the Bankruptcy Code.

     3. This Sales Plan  constitutes  the entire  agreement  between the parties
with  respect  to this  Sales  Plan  and  supersedes  any  prior  agreements  or
understandings with regard to the Sales Plan.

     4. This Sales Plan may be amended by Seller only upon the  written  consent
of Raymond James and receipt by Raymond James of the following  documents,  each
dated as of the  date of such  amendment:

     (i) a  representation  signed by the  Issuer  substantially  in the form of
Exhibit A hereto, and

     (ii) a certificate signed by Seller certifying that the representations and
warranties of Seller contained in this Sales Plan are true at and as of the date
of such certificate as if made at and as of such date.

     5. All  notices  to Raymond  James  under this Sales Plan shall be given to
Raymond James's credit  department in the manner specified by this Sales Plan by
confirmed         facsimile        to        (___)        ___-____        (attn:
_________________________________________)  or by certified  mail to the address
below:     ________________________________     ________________________________
________________________________ Attn.: ___________________________

     6.  Seller's  rights  and  obligations  under  this  Sales  Plan may not be
assigned or delegated without the written permission of Raymond James.

     7. This  Sales Plan may be signed in any  number of  counterparts,  each of
which shall be an original,  with the same effect as if the  signatures  thereto
and hereto were upon the same instrument.

     8. If any provision of this Sales Plan is or becomes  inconsistent with any
applicable  present or future law, rule or  regulation,  that  provision will be
deemed modified or, if necessary, rescinded in order to comply with the relevant
law, rule or regulation.  All other  provisions of this Sales Plan will continue
and remain in full force and effect.

     9. This Sales Plan shall be governed by and  construed in  accordance  with
the  internal  laws of the State of New York and may be modified or amended only
by a writing signed by the parties  hereto.  NOTICE:  THIS AGREEMENT  CONTAINS A
PRE-DISPUTE   ARBITRATION  CLAUSE  IN  PARAGRAPH  E.  IN  WITNESS  WHEREOF,  the
undersigned  have  signed  this Sales Plan as of the date first  written  above.
[Name  of  Seller]   ______________________________________   RAYMOND   JAMES  &
ASSOCIATES, INC. By: ___________________________________ Name: Title:

                                    EXHIBIT A
                              ISSUER REPRESENTATION

     1. [Name of Issuer]  (the  "Issuer")  represents  that it has  approved the
Sales Plan dated  ____________________________,  200_ (the "Sales Plan") between
[Name of Seller]  ("Seller")  and Raymond  James &  Associates,  Inc.  ("Raymond
James")  relating  to the  [common  stock],  [par  value $[ ] per share] [no par
value] of the Issuer (the "Stock").

     2. The sales to be made by Raymond James for the account of Seller pursuant
to the Sales Plan will not violate the Issuer's insider trading policies, and to
the best of the Issuer's knowledge there are no legal, contractual or regulatory
restrictions  applicable to Seller or Seller's affiliates as of the date of this
representation  that would  prohibit  either Seller from entering into the Sales
Plan or any sale pursuant to the Sales Plan.
3. If, at any time during the Plan Sales Period,  the Issuer  becomes aware
of legal,  contractual or regulatory restriction that is applicable to Seller or
Seller's  affiliates  would  prohibit any sale pursuant to the Sales Plan (other
than any such restriction  relating to Seller's possession or alleged possession
of  material  nonpublic  information  about the Issuer or its  securities),  the
Issuer  agrees  to  give  Raymond  James's  credit  department  notice  of  such
restriction  by telephone as soon as  practicable.  Such notice shall be made to
the  ______________  __________________________  at  (___)  ___-____  and  shall
indicate the anticipated duration of the restriction,  but shall not include any
other  information  about the nature of the restriction or its  applicability to
Seller.  In any event,  the Issuer shall not communicate any material  nonpublic
information about the Issuer or its securities to Raymond James.

Dated: ____________________, 200__

[NAME OF ISSUER]

By: ______________________________
Name:
Title:

     (1) This  formula,  together  with the other  provisions of this Section 3,
must identify the amount,  price and date of sales with the specificity required
by Rule 10b5-1(c)(1)(i)(B)(2).

     (2)  The  Seller's  representation  on the  Forms  144  regarding  Seller's
knowledge  of material  information  regarding  the Issuer may be made as of the
date this Sales Plan is adopted.  The "Remarks"  section of each Form 144 should
state that the sale is being made pursuant to a previously adopted plan intended
to comply with Rule  10b5-1(c)  and indicate the date the Sales Plan was adopted
and that the representation is made as of such date.

     (3) Include paragraph 9 if the Stock is to be sold under Rule 144 or 145.
Exhibit 23(a)

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s  Registration  Statement  on Form S-8 of our report  dated March 21, 2007
relating  to  the  consolidated  financial  statements  which  appear  in  Ocean
Bio-Chem,  Inc.'s  Annual  Report on Form 10-K for the year ended  December  31,
2006, filed with the Securities and Exchange Commission and to all references to
our  firm  included  in this  Registration  Statement.  We also  consent  to the
reference to us under the heading "Experts" in such Registration Statement.

Berenfeld, Spritzer, Shechter & Sheer
Fort Lauderdale, Florida
October 22, 2007
Exhibit 23(b)

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s  Registration  Statement  on Form S-8 of our report  dated March 22, 2007
relating to the consolidated  financial  statements for the years ended December
31, 2005 and 2004 which appear in Ocean  Bio-Chem,  Inc.'s Annual Report on Form
10-K for the year  ended  December  31,  2006,  filed  with the  Securities  and
Exchange  Commission  and to  all  references  to  our  firm  included  in  this
Registration Statement. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

Levi & Gopman, P.A. (formally known as Levi Cahlin & Co).
North Miami Beach, Florida
October 22, 2007