As filed with the Securities and Exchange Commission on June 20, 2001
   Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                              ----------------------

                                     FORM S-8
                              REGISTRATION STATEMENT
                         Under The Securities Act of 1933
                              -----------------------

                            CONSOLIDATED-TOMOKA LAND CO.
                (Exact name of registrant as specified in its charter)

                Florida                               59-0483700
    (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

     149 South Ridgewood Avenue, Daytona Beach, Florida    32114
    (Address of Principal Executive Office)              (Zip Code)

               Consolidated-Tomoka Land Co. 2001 Stock Option Plan
                            (Full title of the plan)

                              Robert F. Apgar, Esq.
                         Vice President-General Counsel
                           Consolidated-Tomoka Land Co.
                           149 South Ridgewood Avenue
                          Daytona Beach, Florida 32114
                     (Name and address of agent for service)
                                 (386) 255-7558
           (Telephone number, including area code, of agent for service)

                           Copies of Communications To:

    Tom McAleavey, Holland & Knight LLP, 200 South Orange Avenue, Suite 2600
      Orlando, Florida 32801 (407) 425-8500

                         CALCULATION OF REGISTRATION FEE
   Title of securities   Amount     Proposed    Proposed        Amount of
    to be registered     to be       maximum     maximum      registration
   Common Stock,      registered(1) offering    aggregate          fee
     par value                       price   offering price(2)
   $1.00 per share      500,000      $15.13    $7,565,000         $1,892

   (1) Includes an indeterminate number of additional shares that may be
   issued to adjust the number of shares issued pursuant to the employee
   benefit plan described herein as the result of any future stock split,
   stock dividend or similar adjustment of outstanding Common Stock.  In
   addition, pursuant to Rule 416(c) under the Securities Act, this
   registration statement also covers an indeterminate amount of interests
   to be offered or sold pursuant to the employee benefit plan described
   herein.
   (2) Estimated solely for the purpose of determining the registration fee
   and calculated in accordance with Rule 457 (h)(1) under the Securities
   Act based on the average high and low sales price of the Registrant's
   Common Stock on June 15, 2001, as reported on the American Stock
   Exchange.
   <PAGE>                              1
                                    PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in this Part I
   will be sent or given to employees as specified by Rule 428(b)(1) of the
   Securities Act.

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

   ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the Securities and Exchange
           Commission (the "Commission") are incorporated herein by
           reference:

           (1) The Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 2000 (File No. 0-5556);

           (2) The Registrant's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 2001 (File No. 0-5556);

           (3) The Registrant's Proxy Statement for the Annual Meeting of
               Shareholders held on April 25, 2001, as filed with the
               Commission on March 16, 2001 (File No. 0-5556); and

           (4) The description of the Registrant's Common Stock contained in
               the Registrant's Registration Statement on Form 8-B filed
               with the Commission on July 1, 1993 pursuant to the
               Securities Exchange Act of 1934.

           All documents subsequently filed by the Registrant pursuant to
           Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
           the filing of a post-effective amendment which indicates that all
           securities offered have been sold or which deregisters all
           securities then remaining unsold shall be deemed to be
           incorporated by reference in this Registration Statement and to
           be part thereof from the date of filing such documents.

   ITEM 4. DESCRIPTION OF SECURITIES.

           Not applicable.

   ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

           The validity of the securities offered hereby will be passed upon
           for the Registrant by Holland & Knight LLP.  William O. E. Henry,
           a practicing attorney and partner in Holland & Knight LLP, is a
           director of the Registrant.

   ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section 607.0850 of the Florida Business Corporation Act permits,
           and in some cases requires, the Registrant as a Florida
           corporation to indemnify a director, officer, employee, or agent
           of the Registrant, or any person serving at the request of the
           Registrant in any such capacity with respect to another entity,

                                        2
   <PAGE>

   ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (Continued)

           against certain expenses and liabilities incurred as a party to
           any proceeding, including, among others, a proceeding under the
           Securities Act of 1933 brought against such person by reason of
           the fact that such person is or was a director, officer,
           employee, or agent of the Registrant or is or was serving in such
           capacity with respect to another entity at the request of the
           Registrant. With respect to actions other than in the right of
           the Registrant, such indemnification is permitted if such person
           acted in good faith and in a manner such person reasonably
           believed to be in, or not opposed to, the best interests of the
           Registrant, and with respect to any criminal action or
           proceeding, if such person had no reasonable cause to believe his
           or her conduct was unlawful. Termination of any such action by
           judgment, order, settlement or conviction or a plea of nolo
           contendere, or its equivalent shall not, of itself, create a
           presumption that such person did not act in good faith and in a
           manner he or she reasonably believed to be in, or not opposed to,
           the best interests of the Registrant, or with respect to any
           criminal action or proceeding, had reasonable cause to believe
           that his or her conduct was unlawful.

           With respect to any action threatened, pending or completed in
           the right of the Registrant to procure a judgment in its favor
           against any such person, the Registrant may indemnify any such
           person against expenses actually and reasonably incurred by him
           or her in connection with the defense or settlement of such
           action or suit, including the appeal thereof, if he or she acted
           in good faith and in a manner he or she reasonably believed to be
           in, or not opposed to, the best interests of the Registrant,
           except that no indemnification shall be made in respect of any
           claim, issue or matter as to which any such person shall have
           been adjudged to be liable for negligence or misconduct in the
           performance of his or her duties to the Registrant unless the
           court in which the action was brought determines that despite the
           adjudication of liability, but in view of all the circumstances
           in the case, such person is fairly and reasonably entitled to
           indemnity for such expenses.

           Section 607.0850 also provides that if any such person has been
           successful on the merits or otherwise in defense of any action,
           suit or proceeding, whether brought in the right of the
           Registrant or otherwise, such person shall be indemnified against
           expenses actually and reasonably incurred by him or her in
           connection therewith. If any director or officer does not succeed
           upon the merits or otherwise in defense of an action, suit or
           proceeding, then unless pursuant to a determination made by a
           court, indemnification by the Registrant shall be made only as
           authorized in the specific case upon a determination that
           indemnification of the director or officer is proper because he
           or she has met the applicable standard of conduct. Any such
           determination may be made:

           (a) By the Board of Directors by a majority vote of a quorum
               consisting of directors who are not parties to such action,
               suit, or proceeding;

                                3
   <PAGE>

   ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (Continued)

           (b) If such a quorum is not obtainable or, even if obtainable, by
               a majority vote of a committee duly designated by the Board
               of Directors (in which directors who are parties may
               participate) consisting solely of two or more directors not
               at the time parties to the proceeding;


           (c) By independent legal counsel selected by the Board of
               Directors prescribed in paragraph (a) or the committee
               prescribed in paragraph (b), or if a quorum of the directors
               cannot be obtained for paragraph (a) or the committee cannot
               be designated under paragraph (b), selected by a majority
               vote of the full Board of Directors (in which directors who
               are parties may participate); or

           (d) By the shareholders by a majority vote of a quorum consisting
               of shareholders who were not parties to the proceeding or, if
               no such quorum is obtainable, by a majority vote of
               shareholders who were not parties to such proceeding.

           Section 607.0850 also contains a provision authorizing
           corporations to purchase and maintain liability insurance on
           behalf of its directors and officers.

           The Registrant's by-laws provide for indemnification of directors
           and officers.  The general effect of the by-law provisions is to
           indemnify any director or officer against any liability arising
           from any action or suit to the full extent permitted by Florida
           law, as discussed in the foregoing paragraphs; provided, however,
           that the provision of the Registrant's by-laws relating to
           indemnification is inapplicable to any action, suit or proceeding
           brought by or on behalf of a director or officer without prior
           approval of the Board of Directors of the Registrant.  The
           Registrant and its directors and officers are also insured for
           liability arising from claims against the Registrant's directors
           and officers (or its subsidiaries' directors or officers) in
           their capacities as such.

   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

   ITEM 8. EXHIBITS.

            3.1  Articles of Incorporation of CTLC, Inc. dated February 26,
                 1993 and Amended Articles of Incorporation dated March 30,
                 1993 (incorporated by reference to the Registrant's
                 Quarterly Report on Form 10-Q for the quarter ended March
                 31, 1993).

            3.2  By-laws of CTLC, Inc. (incorporated by reference to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1993).

            5.1  Opinion of Holland & Knight LLP.

                                       4
   <PAGE>

   ITEM 8. EXHIBITS (Continued)

           23.1  Consent of Arthur Andersen LLP.

           23.2  Consent of Holland & Knight LLP appears in its opinion
                 filed as Exhibit 5.1

           24.1  Power of Attorney (included in the signature page in
                 Part II of the Registration Statement)

           99.1  Consolidated-Tomoka Land Co. 2001 Stock Option Plan.

   ITEM 9. UNDERTAKINGS.

           (a) 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;

                     (ii) To reflect in the prospectus any facts or events
                          arising after the effective date of this
                          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 material information with respect
                          to the plan of distribution not previously
                          disclosed in this Registration Statement or any
                          material change to such information in this
                          Registration Statement.

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 do not apply if the information required to be included in
                 a post-effective amendment by those paragraphs is contained
                 in periodic reports filed with or furnished to the
                 Commission by the Registrant pursuant to Section 13 or
                 15(d) of the Securities Exchange Act of 1934 that are
                 incorporated by reference in this Registration Statement.

                 (2) That, for the purpose of determining any liability
                     under the Securities Act of 1933, each such post-
                     effective amendment shall be deemed to be a new
                     registration statement relating to the securities
                     offered herein, and the offering of such securities at
                     that time shall be deemed to be the initial bona fide
                     offering thereof.

                 (3) To remove from registration by means of a post-
                     effective amendment any of the securities being
                     registered which remain unsold at the termination of
                     the offering.

                                     5
   <PAGE>

   ITEM 9. UNDERTAKINGS (Continued)

           (b) The undersigned Registrant hereby undertakes that, for
               purposes of determining any liability under the Securities
               Act of 1933, each filing of the Registrant's annual report
               pursuant to Section 13(a) or 15(d) of the Securities Exchange
               Act of 1934 (and, where applicable, each filing of an
               employee benefit plan's annual report pursuant to Section
               15(d) of the Securities Exchange Act of 1934) that is
               incorporated by reference in the registration statement shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.
           (c) Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the Registrant pursuant
               to the foregoing provisions (see Item 6) 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 of 1933 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 of 1933 and will be governed by the
               final adjudication of such issue.























                                    6
   <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 Daytona Beach,
   State of Florida, on June 19, 2001.

                                              CONSOLIDATED-TOMOKA LAND CO.


                                              By:/s/ William H. McMunn
                                                 -----------------------
                                                 William H. McMunn
                                                 President and
                                                 Chief Executive Officer










































                                      7
   <PAGE>
                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears below constitutes and appoints Bruce W. Teeters and Robert F.
   Apgar, or any of them, his true and lawful attorneys-in-fact and agents,
   with full power of substitution and resubstitution, for him and in his
   name, place and stead, in any and all capacities to sign any or all
   amendments to this Registration Statement, and to file the same, with
   all exhibits thereto and other documents in connection therewith, with
   the Securities and Exchange Commission, granting unto each of said
   attorneys-in-fact and agents full power and authority to do and perform
   each and every act and thing requisite and necessary to be done in and
   about the premises, as fully as to all intents and purposes as he might
   or could do in person, hereby ratifying and confirming all that each of
   said attorneys-in-fact and agents, or his substitute or substitutes, may
   lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed by the following persons in the
   capacities and on the dates indicated:

   Signature                     Title                        Date
   ---------                     -----                        ----
   /s/William H. McMunn         President, Chief Executive    June 19, 2001
   ----------------------       Officer and Director
   William H. McMunn            (Principal Executive Officer)

   /s/Bob D. Allen              Chairman of the Board         June 19, 2001
   ----------------------
   Bob D. Allen

   /s/Bruce W. Teeters          Senior Vice President-     June 19, 2001
   ----------------------       Finance, Treasurer and Director
   Bruce W. Teeters             (Principal Financial and
                                Accounting Officer)
   /s/John C. Adams, Jr.        Director                      June 19, 2001
   ----------------------
   John C. Adams, Jr.

   /s/William O. E. Henry       Director                      June 19, 2001
   ----------------------
   William O. E. Henry

   /s/Robert F. Lloyd           Director                      June 19, 2001
   ----------------------
   Robert F. Lloyd

                                Director                      June   , 2001
   ----------------------
   David D. Peterson

                                Director                      June   , 2001
   ----------------------
   H. Jay Skelton

   /s/William J. Voges          Director                      June 19, 2001
   ----------------------
   William J. Voges
   <PAGE>                                8
   INDEX OF EXHIBITS

         5.1  Opinion of Holland & Knight LLP.

        23.1  Consent of Arthur Andersen LLP.

        23.2  Consent of Holland & Knight LLP appears in its opinion filed
              as Exhibit 5.1

        24.1  Power of Attorney (included in the signature page in Part II
              of the Registration Statement)

        99.1  Consolidated-Tomoka Land Co. 2001 Stock Option Plan.

   Exhibit 5.1

                       [HOLLAND & KNIGHT LLP LETTERHEAD]

                                June 20, 2001

   Consolidated-Tomoka Land Co.
   149 South Ridgewood Drive
   Daytona Beach, Florida 32114

   Re:     Registration Statement on Form S-8

   Ladies and Gentlemen:

   We refer to the Registration Statement (the "Registration Statement") on
   Form S-8 filed today by Consolidated-Tomoka Land Co. (the "Company")
   with the Securities and Exchange Commission, for the purpose of
   registering under the Securities Act of 1933 an aggregate of 500,000
   shares (the "Shares") of the authorized common stock, par value $1.00
   per share, of the Company authorized for issuance pursuant to the
   Consolidated-Tomoka Land Co. 2001 Stock Option Plan (the "Plan").

   This opinion is governed by, and shall be interpreted in accordance
   with, the Legal Opinion Accord (the "Accord") of the ABA Section of
   Business Law (1991).  As a consequence, it is subject to a number of
   qualifications, exceptions, definitions, limitations on coverage and
   other limitations, all as more particularly described in the Accord, and
   this opinion letter should be read in conjunction therewith.

   In connection with the foregoing registration, we have examined the
   Plan, copies of the Articles of Incorporation and By-Laws of the
   Company, the Registration Statement, and such other corporate records
   and documents as we deemed necessary or appropriate to form the basis
   for the opinion hereinafter expressed.  In our examination of such
   material, we have assumed the genuineness of all signatures, the
   authenticity of all documents submitted to us as originals, and the
   conformity to the original documents of all copies submitted to us.  We
   have also assumed the legal capacity for all purposes relevant hereto of
   all natural persons and, with respect to all parties to agreements or
   instruments relevant hereto other than the Company, that such parties
   had the requisite power and authority (corporate or otherwise) to
   execute, deliver and perform such agreements or instruments, that such


                                     9
   <PAGE>

   EXHIBIT 5.1 (Continued)

   agreements or instruments have been duly authorized by all necessary
   action (corporate or otherwise), executed and delivered by such parties
   and that such agreements or instruments are the valid, binding and
   enforceable obligations of such parties.  As to questions of fact
   material to such opinion, we have relied upon statements of officers and
   representatives of the Company and others.

   Based upon the foregoing, and having regard for legal considerations
   that we deem relevant, it is our opinion that the Shares being
   registered have been duly authorized and, upon issuance, delivery and
   payment therefor in accordance with the terms of the Plan, will be
   validly issued, fully paid and nonassessable shares of common stock of
   the Company.
   We hereby consent to the filing of this opinion as Exhibit 5.1 to the
   Registration Statement.

   Very truly yours,

   /s/Holland & Knight LLP

   HOLLAND & KNIGHT LLP


   Exhibit 23.1

             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
             ---------------------------------------------------

   As independent certified public accountants, we hereby consent to the
   incorporation by reference of our report dated January 25, 2001, on the
   consolidated financial statements of Consolidated-Tomoka Land Co. and
   subsidiaries as of December 31, 2000 and 1999, and for each of the
   three years in the period ended December 31, 2000, into this
   Registration Statement on Form S-8.


   /s/Arthur Andersen LLP

   Arthur Andersen LLP

   Orlando, Florida
   June 15, 2001

   ORL1 #646395 v2












                               10
   <PAGE>

   EXHIBIT 99.1
                        CONSOLIDATED-TOMOKA LAND CO.
                          2001 STOCK OPTION PLAN
                        (Effective April 25, 2001)

   1. Purpose.
      --------

      The purpose of this Consolidated-Tomoka Land Co. 2001 Stock Option
      Plan is to further the interests of the Company, its Subsidiaries
      and its shareholders by providing incentives in the form of stock
      Option and Stock Appreciation Right grants to key Employees who
      contribute materially to the success and profitability of the
      Company.  The grants will recognize and reward Employees who put
      forth outstanding individual performances and contributions, and
      will give such Employees a proprietary interest in the Company,
      thus enhancing their personal interest in the Company's continued
      success and progress.  This program also will assist the Company
      and its Subsidiaries in attracting and retaining key Employees.
      The Options granted under this Plan may be Incentive Stock Options,
      as defined in Code Section 422, or non-statutory Options taxed under
      Code Section 83.

   2. Definitions.
      ------------

      The following definitions shall apply to this Plan:

          (a) "Beneficiary"
              -------------
              means the person designated in the last will and testament
              of the Optionee as the beneficiary of the Optionee with
              respect to the Option.  In the absence of such designation,
              the beneficiary of the Optionee shall be determined under
              the laws of descent and distribution of the state of
              domicile of the Optionee at the time of the Optionee's
              death.

          (b) "Board"
              -------
              means the Board of Directors of the Company.

          (c) "Change of Control"
              -------------------
              means any of the following events:

                   i. any person (as such term is used in Section 13(d)
                      of the Securities Exchange Act of 1934, (the
                      "Exchange Act")) or group (as such term is defined
                      in Sections 3(a)(9) and 13(d)(3) of the Exchange
                      Act), other than a subsidiary of the Company or any
                      employee benefit plan (or any related trust) of the
                      Company or a subsidiary, becomes the beneficial
                      owner of 50% or more of the Company's outstanding
                      voting shares and other outstanding voting
                      securities of the Company that are entitled to vote
                      generally in the election of directors of the
                      Company ("Voting Securities");
                                     1
   <PAGE>
                 ii. individuals who, as of the effective date of the
                     Plan, constitute the Board ("Incumbent Board") cease
                     for any reason to constitute a majority of the
                     members of the Board; provided that any individual
                     who becomes a director after the effective date
                     whose election or nomination for election by the
                     Company's shareholders was approved by a majority of
                     the members of the Incumbent Board (other than an
                     election or nomination of an individual whose
                     initial assumption of office is in connection with
                     an actual or threatened "election contest" relating
                     to the election of the directors of the Company
                     (as such terms are used in Rule 14a-11 under the
                     Exchange Act), "tender offer" (as such term is
                     used in Section 14(d) of the Exchange Act) or a
                     proposed Merger (as defined below)) shall be deemed
                     to be members of the Incumbent Board; or

                iii. approval by the stockholders of the Company of
                     either of the following:

                     A. a merger, reorganization, consolidation or
                        similar transaction (any of the foregoing, a
                        "Merger") as a result of which the persons who
                        were the respective beneficial owners of the
                        outstanding Common Stock and/or the Voting
                        Securities immediately before such Merger are
                        not expected to beneficially own, immediately
                        after such Merger, directly or indirectly, more
                        than 50% of, respectively, the outstanding voting
                        shares and the combined voting power of the
                        voting securities resulting from such merger in
                        substantially the same proportions as immediately
                        before such Merger; or

                     B. a plan of liquidation of the Company or a plan or
                        agreement for the sale or other disposition of
                        all or substantially all of the assets of the
                        Company.

          (d) "Code"
              ------
          means the Internal Revenue Code of 1986, as amended from
              time to time.

          (e) "Committee"
              -----------
              means the Stock Option Committee appointed by the Board in
              accordance with Section 3 of the Plan.  If the Board does
              not appoint a Committee, the term "Committee" means the
              Board, except in those instances where the text clearly
              indicates otherwise.





                                      2

   <PAGE>
          (f) "Common Stock"
              --------------
              means the voting common stock, par value one dollar ($1.00)
              per share, of the Company or such other class of shares or
              securities as to which the Plan may be applicable pursuant
              to Section 13 herein.

          (g) "Company"
              ---------
              means Consolidated-Tomoka Land Co., a Florida corporation.

          (h) "Continuous Service"
              --------------------
              means the absence of any interruption or termination of
              employment with, or service to, the Company or any parent
              or Subsidiary of the Company that now exists or hereafter
              is organized or acquired by or acquires the Company.
              Continuous Service shall not be considered interrupted in
              the case of sick leave, military leave or any other leave
              of absence approved by the Company or, in the case of
              transfers, movements between locations of the Company or
              between the Company, its parent, its Subsidiaries or its
              successor.

          (i) "Date of Grant"
              ---------------
              means the date as of which the Committee grants an Option.

          (j) "Employee"
              ----------
              means any person employed on an hourly or salaried basis by
              the Company or any parent or subsidiary of the Company that
              now exists or hereafter is organized or acquired by or
              acquires the Company.

          (k) "Fair Market Value"
              -------------------
              means the fair market value of the Common Stock on the Date
              of Grant.  If the Common Stock is not publicly traded, the
              Board shall determine the fair market value of the Shares
              as of the Date of Grant by using such factors as the Board
              considers relevant, such as the price at which recent sales
              have been made, the book value of the Common Stock, and the
              Company's current and projected earnings.  If the Common
              Stock is publicly traded, the fair market value is the mean
              between the closing bid and asked prices of the Common
              Stock as reported by the National Association of Securities
              Dealers Automated Quotations ("NASDAQ") system on the Date
              of Grant, regardless of trades on that date, or if the
              Common Stock is listed on a stock exchange, the mean
              between the high and low sales prices of the stock on that
              date, as reported in the Wall Street Journal.  If trading
              in the stock or a price quotation does not occur on the
              Date of Grant, the next preceding date on which the Common
              Stock was traded or a price was quoted will determine the
              fair market value.

                                       3

   <PAGE>
          (l) "Grant Agreement"
              -----------------
              means the written agreement between the Company and the
              Optionee evidencing the grant of the Option by the Company
              to the Optionee.

          (m) "Incentive Stock Option"
              ------------------------
              means a stock option, granted pursuant to this Plan that
              satisfies the requirements of Code Section 422 and that
              entitles the Optionee to purchase Common Stock of the Company
              or in a corporation that at the time of grant of the Option
              was a parent or subsidiary of the Company or a predecessor
              corporation of any such corporation.

          (n) "Option"
              --------
              means a stock option granted pursuant to the Plan.

          (o) "Option Period"
              ---------------
              means the period beginning on the Date of Grant and ending
              on the day prior to the tenth (10th) anniversary of the
              Date of Grant or such shorter ending date as is set by the
              Committee and set forth in the stock option agreement
              between the Company and an Optionee.

          (p) "Optionee"
              ----------
              means an Employee who receives an option.

          (q) "Plan"
              ------
              means the Consolidated-Tomoka Land Co. 2001 Stock Option
              Plan, as amended or restated from time to time.

          (r) "Regulations"
              -------------
              means Treasury Regulations promulgated in accordance with
              the Code.

          (s) "Share"
              -------
              means one share of the Common Stock, as adjusted in
              accordance with paragraph 13 or the Plan.

          (t) "Stock Appreciation Right" or "SAR"
              -----------------------------------
              means the right to receive a portion of the amount by which
              the fair market value of the SAR's related Share at the
              time the related Option is exercised exceeds the price paid
              for the Share, determined in accordance with the following
              equation (for the purpose of the following equation,
              "Appreciation" equals the amount by which the fair market
              value of the SAR's related Share at the time the related
              Option is exercised exceeds the price paid for the Share,
              and "Tax Rate" equals the Optionee's tax rate as determined
              by the Code at the time the SAR is exercised):
                                     4
   <PAGE>
                      Appreciation - Appreciation  =  SAR Value
                      ------------
                      1 - Tax Rate

              Shares and SARs issued pursuant to the same Option grant
              are referred to in this Plan as "related" to each other.

          (u) "Subsidiary"
              ------------
              means any corporation fifty percent (50%) or more of the
              voting securities of which are owned directly or indirectly
              by the Company at any time during the existence of this
              Plan.

   3. Administration.
      ---------------

      This Plan shall be administered by the Committee.  The Board is
      authorized to add or remove any Committee member for any reason,
      and to appoint a successor to any Committee member who ceases to
      serve. The Committee shall consist solely of three (3) or more
      directors who are (i) not employees of the Company, (ii) "non-
      employee directors", as that term is defined in Rule 16b-3 under
      the Securities Exchange Act of 1934, or any successor statute or
      regulation regarding the same subject matter, and (iii) "outside
      directors" as that term is defined in Regulation Section 1.162-27,
      and as contemplated by Code Section 162(m), or any successor statute
      or Regulation regarding the same subject matter.  The Committee has
      the exclusive power to select the participants in this Plan, to
      establish the terms of the Options granted to each participant,
      and to make all other determinations necessary or advisable under
      the Plan.  The Committee has the sole and absolute discretion to
      determine whether the performance of an eligible Employee warrants
      an award under this Plan and to determine the amount of the award.
      The Committee has full and exclusive power to construe and
      interpret this Plan, to describe, amend, and rescind rules and
      regulations relating to this Plan, and to take all actions
      necessary or advisable for the Plan's administration.  Acts of the
      Committee taken by a majority of the Committee at a meeting at
      which a quorum is present, or acts reduced to or approved in
      writing by a majority of the members of the Committee, shall
      constitute acts of the Committee.  The Company hereby indemnifies
      and holds harmless the members of the Committee in their capacity
      as Committee members against all liability and expenses (including
      reasonable attorney, paralegal, and professional fees, and court
      costs) arising from any threatened, pending or completed action,
      suit, proceeding (including administrative proceedings or
      investigations) or appeal, incurred by reason of the fact that
      such individual is or was a member of the Committee, provided that
      such individual (i) acted, or failed to act, in good faith and in
      a manner he or she reasonably believed to be in, or not opposed
      to, the best interests of the Company as well as the Optionees, or
      (ii) with respect to any criminal action or proceeding, had no
      reasonable cause to believe his or her conduct was unlawful.


                                     5

   <PAGE>

   4. Shares Subject to Option.
      -------------------------
      Subject to the provisions of paragraph 13 of the Plan, the maximum
      aggregate number of Shares that may be optioned and sold under the
      Plan shall be Five Hundred Thousand (500,000).   Such Shares may
      be authorized, but unissued, or may be treasury shares.  If an
      option should expire or become unexercisable for any reason
      without having been exercised in full, the unpurchased Shares that
      were subject to the Option shall, unless the Plan has then
      terminated, be available for other Options under the Plan.

   5. Participants.
      -------------
      (a) Eligible Employees.
          -------------------
          Every Employee who the Committee, in its sole discretion,
          designates, is eligible to participate in this Plan.  The
          Committee's award of an Option to an Employee in any year does
          not require the Committee to award an Option to that Employee
          in any other year.  Furthermore, the Committee may award
          different Options to different participants.  The Committee may
          consider such factors as it deems pertinent in selecting
          participants and in determining the amount of their Options,
          including, without limitation, (i) the financial condition of
          the Company or its Subsidiaries; (ii) expected profits for the
          current or future years; (iii) the contributions of a
          prospective participant to the profitability and success of the
          Company or its Subsidiaries; and (iv) the adequacy of the
          prospective participant's other compensation.  Eligible
          Employees may include persons to whom stock, stock options,
          stock appreciation rights, or other benefits previously were
          granted under this or another plan of the Company or any
          Subsidiary, whether or not the previously granted benefits have
          been fully exercised.

       (b) No Right of Employment.
           -----------------------
           An Optionee's right, if any, to continue to serve the Company
           and/or its Subsidiaries as an officer, Employee or otherwise
           will not be enlarged or otherwise affected by his designation
           as an Optionee under this Plan, and such designation shall not
           in any way restrict the right of the Company or any
           Subsidiary, as the case may be, to terminate at any time the
           employment or affiliation of any Employee or Optionee,
           regardless of the effect of such termination of employment on
           the rights of the Employee or Optionee.

   6. Option Requirements.
      --------------------
      Each Option granted under this Plan shall satisfy the following
    requirements:

      (a) Written Option.
          ---------------
          An Option shall be evidenced by a Grant Agreement specifying
          (i) the number of Shares that may be purchased by its exercise,

                                     6
   <PAGE>

          (ii) the price, (iii) the vesting period and Option Period,
          (iv) the intent of the Committee as to whether the Option is to
          be an Incentive Stock Option or a non-statutory Option, and (v)
          such terms and conditions consistent with the Plan as the
          Committee shall determine, in its discretion.

      (b) Duration of Option.
          -------------------
          Each Option may be exercised only during the Option Period
          designated for the Option by the Committee.  At the end of the
          Option Period, the Option shall expire.  In no event may the
          duration of an Incentive Stock Option or non-statutory Option
          exceed ten (10) years from the Date of Grant.

      (c) Option Exercisability.
          ----------------------
          Unless otherwise provided by the Committee on the grant of an
          Option, and in the Grant Agreement, each Option shall be
          exercisable only as to no more than one-fifth (1/5) of the
          total number of shares covered by the Option during each twelve
          (12) month period commencing twelve (12) months after the Date
          of Grant.  Notwithstanding the foregoing, an Option is
          exercisable only if the issuance of Shares pursuant to the
          exercise would be in compliance with applicable securities
          laws, as contemplated by Section 11 of this Plan.  To the
          extent an Option is either unexercisable or unexercised, the
          unexercised portion shall accumulate until the Option both
          becomes exercisable and is exercised, but in no case beyond the
          date that is ten (10) years from the Date of the Option.

      (d) Acceleration of Vesting.
          ------------------------
          The Board may, in its discretion, provide for the exercise of
          Options either as to an increased percentage of shares per year
          or as to all remaining Shares.  Such acceleration of vesting
          may be declared by the Board at anytime before the end of the
          Option Period, including, if applicable, after termination of
          the Optionee's Continuous Service by reason of death,
          disability (as defined in Code Section 22(e)(3)), retirement or
          termination of employment.

      (e) Exercise Price.
          ---------------
          Except as provided in Sections 1(k), 7(a) and 8(a), the
          exercise price of each Share subject to the Option shall equal
          the Fair Market Value of the Share on the Option's Date of
          Grant.

      (f) Termination of Services.
          ------------------------
          If the Optionee ceases Continuous Service for any reason other
          than death, disability (as defined in Code Section 22(e)(3) and
          the Regulations thereunder) or, in the case of non-statutory
          stock options,  retirement on or after age 65 of the Optionee,
          all Options held by the Optionee shall lapse immediately
          following the effective date of the termination of his services


                                    7
   <PAGE>

          to the Company.  On the grant of an Option, the Committee may, in
          its discretion, extend the time during which the Option may be
          exercised after termination of services.  The maximum period
          that may be allowed, however, shall be ninety (90) days.  Any
          such Option shall lapse at the earlier of the end of the Option
          Period or the end of the period established by the Committee
          for exercise after termination of services.  The Option may be
          exercised only for the number of Shares for which it could have
          been exercised on such termination date, subject to any
          adjustment under Sections 6(d) and 13.

      (g) Death.
          ------
          In the case of death of the Optionee, the Beneficiaries
          designated by the Optionee shall have one (1) year from the
          Optionee's demise or to the end of the Option Period, whichever
          is earlier, to exercise the Option, provided, however, the
          Option may be exercised only for the number of Shares for which
          it could have been exercised at the time the Optionee died,
          subject to any adjustment under Section 6(d) and 13.

      (h) Retirement.
          -----------
          If the Optionee retires on or after attaining age 65, the
          Option shall lapse at the earlier of the end of the Option
          Period or ninety (90) days after the date of retirement;
          provided however, the Option can be exercised only for the
          number of Shares for which it could have been exercised on the
          retirement date, subject to any adjustment under Sections 6(d)
          and 13.

      (i) Disability.
          -----------
          In the event of termination of Continuous Service due to "total
          and permanent disability" (within the meaning of Code Section
          22(e)(3), the Option shall lapse at the earlier of the end of
          the Option Period or twelve (12) months after the date of such
          termination, provided, however, the Option can be exercised
          only for the number of Shares for which it could have been
          exercised at the time the Optionee became disabled, subject to
          any adjustment under Sections 6(d) and 13.

      (j) Maximum Grants.
          ---------------
          No individual shall receive in any fiscal year of the Company,
          Options to purchase more than Fifty Thousand (50,000) Shares.
          Any adjustment upon a change of Shares pursuant to Section 13
          of the Plan shall apply to the limitation specified in this
          subsection (j).

   7. Incentive Stock Options.
      ------------------------
      Any Option intended to qualify as an Incentive Stock Option shall
      satisfy the following requirements in addition to those
      requirements stated in Section 6 above:


                                    8
   <PAGE>

      (a) Ten Percent Shareholders.
          -------------------------
          An Option intended to qualify as an Incentive Stock Option
          granted to an individual who, on the Date of Grant, owns stock
          possessing more than ten percent (10%) of the total combined
          voting power of all classes of stock of either the Company or
          any parent or Subsidiary shall be granted at an exercise price
          of one hundred ten percent (110%) of Fair Market Value on the
          Date of Grant and shall be exercisable only during the five (5)
          year period immediately following the Date of Grant.  In
          calculating stock ownership of any person, the attribution
          rules of Code Section 424(d) will apply.  Furthermore, in
          calculating stock ownership, any stock that the individual may
          purchase under outstanding Options will not be considered.

      (b) Prior Outstanding Options.
          --------------------------
          Each Option intended to qualify as an Incentive Stock Option
          (for purposes of this subsection, a "New Option") is
          exercisable only after the exercise or lapse of all outstanding
          Incentive Stock Options that were granted to the Optionee under
          this or any other plan of the Company or its parent or
          subsidiaries before the Date of Grant of the New Option ("Prior
          Option").  An Incentive Stock Option must be treated as
          outstanding until the Option is exercised in full or expires
          because of the lapse of time.

      (c) Maximum Option Grants.
          ----------------------
          The aggregate Fair Market Value, determined on the Date of
          Grant, of stock in the Company with respect to which any
          Optionee may exercise for the first time one or more Incentive
          Stock Options under the Plan and all other plans of the Company
          or its parent or Subsidiaries in any calendar year shall not
          exceed one hundred thousand dollars ($100,000).  For purposes
          of this rule, Incentive Stock Options shall be taken into
          account in the order in which they were granted.

   8. Non-statutory Options.
      ----------------------
      Any Option not intended to qualify as an Incentive Stock Option
      shall be a non-statutory Option.  The grant of the non-statutory
      Option, in the discretion of the Committee, may be accompanied by
      the grant of one Stock Appreciation Right for each Share subject to
      the Option.  Options and SARs issued pursuant to the same grant are
      referred to as "related" to each other.  Non-statutory options
      shall satisfy each of the requirements of Section 6 of the Plan,
      except as follows:

      (a) Exercise Price.
          ---------------
          Notwithstanding the provisions of Section 6(e), non-statutory
          Options may be granted at the exercise price designated by the
          Committee in accordance with Section 6(e) or at such other
          price as may be determined by the Committee in its discretion.
          However, in no event shall the exercise price be less than
          fifty percent (50%) of the Fair Market Value of the underlying
          Shares on the date the Option is granted.
                                    9
   <PAGE>
      (b) Option Exercisability.
          ----------------------
          Any non-statutory Option which has a related SAR granted at the
          same time as the Option may not be exercised (i) during the six
          (6) month period immediately following the Date of Grant or
          (ii) before the Plan is approved by a majority of the Company's
          shareholders.

   9. Stock Appreciation Rights.
      --------------------------
      (a) Exercise.
          ---------
          SARs are exercisable to the extent, but only to the extent,
          that the related Option is exercisable.  In addition, SARs must
          be exercised, if at all, by the later of the end of (i) the
          ninety (90) day period beginning on the date of exercise of the
          related Option or (ii) the ten (10) day period beginning on the
          third (3rd) business day following the release of the Company's
          official financial data for the quarter in which the related
          Option was exercised.  Only one SAR may be exercised for each
          Share purchased under the related Option.  SARs shall be
          exercised by following the same procedures as are required for
          the related Option.

      (b) Forfeiture of SAR.
          ------------------
          Any SARs that could be, but are not, exercised by the later of
          the end of the (i) the ninety (90) day period beginning on the
          date of exercise of the related Option, or (ii) the ten (10)
          day period beginning on the third (3rd) day following the
          release of the Company's official financial data for the
          quarter in which the related Option was exercised shall be
          forfeited.

      (c) Termination of SARs.
          --------------------
          SARs shall terminate at the same time and under the same
          conditions as the related option.

      (d) Payment on Exercise.
          --------------------
          On the exercise of a SAR, the Committee shall determine the
          form in which the Company shall pay the value of the SAR to the
          person exercising the SAR.

      (e) Maximum SARs.
          -------------
          No individual shall receive in any fiscal year of the Company
          SARs covering more than 100,000 shares.  Any adjustment upon
          change of Shares pursuant to Section 13 of the Plan shall apply
          to the limitation specified in this subsection (e).

   10. Method of Exercise.
       -------------------
       An Option granted under this Plan shall be deemed exercised when
       the person entitled to exercise the Option (i) delivers written
       notice to the Secretary of the Company of the decision to

                                    10
   <PAGE>
       exercise, (ii) concurrently tenders to the Company full payment
       for the Shares to be purchased pursuant to the exercise, and (iii)
       complies with such other reasonable requirements as the Committee
       establishes pursuant to Section 11 of the Plan.  Payment for
       Shares with respect to which an Option is exercised may be made in
       cash, by certified check or, with the consent of the Committee,
       wholly or partially in the form of Common Stock having a Fair
       Market Value equal to the exercise price.  No person will have the
       rights of a shareholder with respect to Shares subject to an
       Option granted under this Plan until a certificate or certificates
       for the Shares have been delivered to him.

       An Option granted under this Plan may be exercised in increments
       of not less than one hundred (100) Shares, or, if greater, ten
       percent (10%) of the full number of Shares as to which it can be
       exercised.  A partial exercise of an Option will not affect the
       holder's right to exercise the Option from time to time in
       accordance with this Plan as to the remaining Shares subject to
       the Option.

   11. Taxes; Compliance with Law; Approval of Regulatory Bodies.
       ----------------------------------------------------------
       The Company, if necessary or desirable, may pay or withhold the
       amount of any tax attributable to any Shares deliverable or
       amounts payable under this Plan, and the Company may defer making
       delivery or payment until it is indemnified to its satisfaction
       for that tax.  Options and SARs are exercisable, and Shares can be
       delivered and payments made under this Plan, only in compliance
       with all applicable federal and state laws and regulations,
       including, without limitation, state and federal securities laws,
       and the rules of all stock exchanges on which the Company's stock
       is listed at any time.  An Option is exercisable only if either
       (i) a registration statement pertaining to the Shares to be issued
       upon exercise of the Option has been filed with and declared
       effective by the Securities and Exchange Commission and remains
       effective on the date of exercise, or (ii) an exemption from
       registration requirements of applicable securities laws is
       available.  This Plan does not require the Company, however, to
       file such a registration statement or to assure the availability
       of such exemptions.  Any certificate issued to evidence Shares
       issued under the Plan may bear such legends and statements, and
       shall be subject to such transfer restrictions, as the Committee
       deems advisable to assure compliance with federal and state laws
       and regulations and with the requirements of this Section.  Each
       Option and SAR may not be exercised, and Shares may not be issued
       under this Plan, until the Company has obtained the consent or
       approval of every regulatory body, federal or state, having
       jurisdiction over such matters as the Committee deems advisable.

       Each person who acquires the right to exercise an Option or SAR by
       bequest or inheritance may be required by the Committee to furnish
       reasonable evidence of ownership of the Option or SAR as a
       condition to his exercise of the Option or SAR.  In addition, the
       Committee may require such consents and releases of taxing
       authorities as the Committee deems advisable.


                                   11
   <PAGE>

   12. Assignability.
       --------------
       An Option and SAR granted under this Plan is not transferable
       except by will or the laws of descent and distribution.  During
       the lifetime of an Optionee, his Incentive Stock Options are
       exercisable only by him.   Notwithstanding the preceding
       paragraph, during an Optionee's lifetime, the Committee may, in
       its sole discretion (which discretion may be exercised in a
       discriminatory fashion), permit the transfer or assignment of an
       outstanding non-statutory Option to the Optionee's spouse,
       parents, children or grandchildren, or their spouses, or to trusts
       or partnerships for their benefit, provided any such transfer or
       assignment is made without consideration to the Optionee.  Such
       transfers or assignments shall be permitted only on such terms and
       conditions as the Committee, in its sole discretion, shall
       specify, and except as provided by the Committee, the transferee
       or assignee shall be subject  to the terms of the Plan and the
       Optionee's Grant Agreement.

   13. Adjustment Upon Change of Shares.
       ---------------------------------
       If a reorganization, merger, consolidation, reclassification,
       recapitalization, combination or exchange of shares, stock split,
       stock dividend, rights offering, or other expansion or contraction
       of the Common Stock of the Company occurs, the number and class of
       Shares for which Options and SARs are authorized to be granted
       under this Plan, the number and class of Shares then subject to
       Options previously granted under this Plan, and the price per
       Share payable upon exercise of each Option or SAR outstanding
       under this Plan shall be equitably adjusted by the Committee to
       reflect such changes.  To the extent deemed equitable and
       appropriate by the Board, subject to any required action by
       stockholders, in any merger, any Option or SAR granted under the
       Plan shall pertain to the securities and other property to which a
       holder of the number of Shares of stock covered by the Option or
       SAR would have been entitled to receive in connection with such
       event.

   14. Change in Control.
       ------------------
       The Committee may, in its sole discretion and notwithstanding the
       provisions of Section 6(c), provide for immediate and full
       exercise of an Option upon the occurrence of a Change in Control
       of the Company.  Should the Committee determine to make such a
       provision with respect to the grant of an Option, a representation
       to that effect shall be set forth in the Grant Agreement between
       the Company and the Optionee governing the exercise of such
       Option.

   15. Liability of the Company.
       -------------------------
       The Company, its parent and any Subsidiary that is in existence or
       hereafter comes into existence shall not be liable to any person
       for any tax consequences expected but not realized by an Optionee
       or other person due to the exercise of an Option or SAR.


                                    12
   <PAGE>

   16. Amendment and Termination of Plan.
       ----------------------------------
       Except as provided below, the Board may alter, amend, or terminate
       this Plan from time to time without approval of the shareholders.
       However, no amendment by the Board that requires shareholder
       approval as a condition (i) for the continued satisfaction of
       applicable requirements of Code Section 422 or any successor
       provision thereto or (ii) of continued reliance by the Board or the
       Company's officers on the exemptive relief provided by Rule 16b-3
       under the Securities Exchange Act of 1934, as amended, or any
       successor provision thereto shall be effective without shareholder
       approval.

       Any amendment, whether with or without the approval of
       shareholders, that alters the terms or provisions of an Option,
       prior Option, or SAR granted before the amendment (unless the
       alteration is expressly permitted under this Plan) will be
       effective only with the consent of the Optionee to whom the Option
       or SAR was granted or the holder currently entitled to exercise
       it.

   17. Expenses of Plan.
       -----------------
       The Company shall bear the expenses of administering the Plan.

   18. Duration of Plan.
       -----------------
       Options and SARs may be granted under this Plan until April 25,
       2011.

   19. Applicable Law.
       ---------------
       The validity, interpretation, and enforcement of this Plan are
       governed in all respects by the Laws of the State of Florida and
       the United States of America.
   20. Effective Date.
       ---------------
       The effective date of this Plan shall be the date specified by the
       Board of Directors of the Company upon its adoption of this Plan.








   Adopted by the Board of Directors    Ratified by the Shareholders
   on April 25, 2001, effective         On April 25, 2001.
   April 25, 2001.



   ORL1 #615605 v4



                                    13
   <PAGE>

























   CONSOLIDATED-TOMOKA LAND CO.
   2001 STOCK OPTION PLAN



   Prepared by:
   Holland & Knight, LLP
   200 South Orange Avenue
   Suite 2600
   Orlando, Florida 32801
   (407) 425-8500























                                    14
   <PAGE>

   Table of Contents

   1. Purpose...........................................................1

   2. Definitions.......................................................1
      (a) "Beneficiary".................................................1
      (b) "Board".......................................................1
      (c) "Change of Control"...........................................1
      (d) "Code"........................................................2
      (e) "Committee"...................................................2
      (f) "Common Stock"................................................3
      (g) "Company".....................................................3
      (h) "Continuous Service"..........................................3
      (i) "Date of Grant"...............................................3
      (j) "Employee"....................................................3
      (k) "Fair Market Value"...........................................3
      (l) "Grant Agreement".............................................4
      (m) "Incentive Stock Option"......................................4
      (n) "Option"......................................................4
      (o) "Option Period"...............................................4
      (p) "Optionee"....................................................4
      (q) "Plan"........................................................4
      (r) "Regulations".................................................4
      (s) "Share".......................................................4
      (t) "Stock Appreciation Right"....................................4
      (u) "Subsidiary"..................................................5

   3. Administration....................................................5

   4. Shares Subject to Option..........................................6

   5. Participants......................................................6
      (a) Eligible Employees............................................6
      (b) No Right of Employment........................................6

   6. Option Requirements...............................................6
      (a) Written Option................................................6
      (b) Duration of Option............................................7
      (c) Option Exercisability.........................................7
      (d) Acceleration of Vesting.......................................7
      (e) Exercise Price................................................7
      (f) Termination of Services.......................................7
      (g) Death.........................................................8
      (h) Retirement....................................................8
      (i) Disability....................................................8
      (j) Maximum Grants................................................8

   7. Incentive Stock Options...........................................8
      (a) Ten Percent Shareholders......................................9
      (b) Prior Outstanding Options.....................................9
      (c) Maximum Option Grants.........................................9

   8. Non-statutory Options.............................................9
      (a) Exercise Price................................................9
      (b) Option Exercisability........................................10


                                    (15)
   <PAGE>

   9. Stock Appreciation Rights........................................10
      (a)Exercise......................................................10
      (b)Forfeiture of SAR.............................................10
      (c)Termination of SARs...........................................10
      (d)Payment on Exercise...........................................10
      (e)Maximum SARs..................................................10

   10. Method of Exercise..............................................10

   11. Taxes; Compliance with Law; Approval of Regulatory Bodies.......11

   12. Assignability...................................................12

   13. Adjustment Upon Change of Shares................................12

   14. Change in Control...............................................12

   15. Liability of the Company........................................12

   16. Amendment and Termination of Plan...............................13

   17. Expenses of Plan................................................13

   18. Duration of Plan................................................13

   19. Applicable Law..................................................13

   20. Effective Date..................................................13





























                                    (16)
   <PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8lb.txt", "secsgml_size_bytes": 70201}]
{"company-data": {"conformed-name": "CONSOLIDATED TOMOKA LAND CO", "cik": "0000023795", "assigned-sic": "1531", "irs-number": "590483700", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63400", "film-number": "1663778"}, "business-address": {"street1": "149 S RIDGEWOOD AVE", "city": "DAYTONA BEACH", "state": "FL", "zip": "32114", "phone": "9042557558"}, "mail-address": {"street1": "PO BOX 10809", "city": "DAYTONA BEACH", "state": "FL", "zip": "32120-0809"}}
As filed with the Securities and Exchange Commission on June 20, 2001
   Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                              ----------------------

                                     FORM S-8
                              REGISTRATION STATEMENT
                         Under The Securities Act of 1933
                              -----------------------

                            CONSOLIDATED-TOMOKA LAND CO.
                (Exact name of registrant as specified in its charter)

                Florida                               59-0483700
    (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

     149 South Ridgewood Avenue, Daytona Beach, Florida    32114
    (Address of Principal Executive Office)              (Zip Code)

               Consolidated-Tomoka Land Co. 2001 Stock Option Plan
                            (Full title of the plan)

                              Robert F. Apgar, Esq.
                         Vice President-General Counsel
                           Consolidated-Tomoka Land Co.
                           149 South Ridgewood Avenue
                          Daytona Beach, Florida 32114
                     (Name and address of agent for service)
                                 (386) 255-7558
           (Telephone number, including area code, of agent for service)

                           Copies of Communications To:

    Tom McAleavey, Holland & Knight LLP, 200 South Orange Avenue, Suite 2600
      Orlando, Florida 32801 (407) 425-8500

                         CALCULATION OF REGISTRATION FEE
   Title of securities   Amount     Proposed    Proposed        Amount of
    to be registered     to be       maximum     maximum      registration
   Common Stock,      registered(1) offering    aggregate          fee
     par value                       price   offering price(2)
   $1.00 per share      500,000      $15.13    $7,565,000         $1,892

   (1) Includes an indeterminate number of additional shares that may be
   issued to adjust the number of shares issued pursuant to the employee
   benefit plan described herein as the result of any future stock split,
   stock dividend or similar adjustment of outstanding Common Stock.  In
   addition, pursuant to Rule 416(c) under the Securities Act, this
   registration statement also covers an indeterminate amount of interests
   to be offered or sold pursuant to the employee benefit plan described
   herein.
   (2) Estimated solely for the purpose of determining the registration fee
   and calculated in accordance with Rule 457 (h)(1) under the Securities
   Act based on the average high and low sales price of the Registrant's
   Common Stock on June 15, 2001, as reported on the American Stock
   Exchange.
1
                                    PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in this Part I
   will be sent or given to employees as specified by Rule 428(b)(1) of the
   Securities Act.

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

   ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the Securities and Exchange
           Commission (the "Commission") are incorporated herein by
           reference:

           (1) The Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 2000 (File No. 0-5556);

           (2) The Registrant's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 2001 (File No. 0-5556);

           (3) The Registrant's Proxy Statement for the Annual Meeting of
               Shareholders held on April 25, 2001, as filed with the
               Commission on March 16, 2001 (File No. 0-5556); and

           (4) The description of the Registrant's Common Stock contained in
               the Registrant's Registration Statement on Form 8-B filed
               with the Commission on July 1, 1993 pursuant to the
               Securities Exchange Act of 1934.

           All documents subsequently filed by the Registrant pursuant to
           Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
           the filing of a post-effective amendment which indicates that all
           securities offered have been sold or which deregisters all
           securities then remaining unsold shall be deemed to be
           incorporated by reference in this Registration Statement and to
           be part thereof from the date of filing such documents.

   ITEM 4. DESCRIPTION OF SECURITIES.

           Not applicable.

   ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

           The validity of the securities offered hereby will be passed upon
           for the Registrant by Holland & Knight LLP.  William O. E. Henry,
           a practicing attorney and partner in Holland & Knight LLP, is a
           director of the Registrant.

   ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section 607.0850 of the Florida Business Corporation Act permits,
           and in some cases requires, the Registrant as a Florida
           corporation to indemnify a director, officer, employee, or agent
           of the Registrant, or any person serving at the request of the
           Registrant in any such capacity with respect to another entity,

                                        2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (Continued)

           against certain expenses and liabilities incurred as a party to
           any proceeding, including, among others, a proceeding under the
           Securities Act of 1933 brought against such person by reason of
           the fact that such person is or was a director, officer,
           employee, or agent of the Registrant or is or was serving in such
           capacity with respect to another entity at the request of the
           Registrant. With respect to actions other than in the right of
           the Registrant, such indemnification is permitted if such person
           acted in good faith and in a manner such person reasonably
           believed to be in, or not opposed to, the best interests of the
           Registrant, and with respect to any criminal action or
           proceeding, if such person had no reasonable cause to believe his
           or her conduct was unlawful. Termination of any such action by
           judgment, order, settlement or conviction or a plea of nolo
           contendere, or its equivalent shall not, of itself, create a
           presumption that such person did not act in good faith and in a
           manner he or she reasonably believed to be in, or not opposed to,
           the best interests of the Registrant, or with respect to any
           criminal action or proceeding, had reasonable cause to believe
           that his or her conduct was unlawful.

           With respect to any action threatened, pending or completed in
           the right of the Registrant to procure a judgment in its favor
           against any such person, the Registrant may indemnify any such
           person against expenses actually and reasonably incurred by him
           or her in connection with the defense or settlement of such
           action or suit, including the appeal thereof, if he or she acted
           in good faith and in a manner he or she reasonably believed to be
           in, or not opposed to, the best interests of the Registrant,
           except that no indemnification shall be made in respect of any
           claim, issue or matter as to which any such person shall have
           been adjudged to be liable for negligence or misconduct in the
           performance of his or her duties to the Registrant unless the
           court in which the action was brought determines that despite the
           adjudication of liability, but in view of all the circumstances
           in the case, such person is fairly and reasonably entitled to
           indemnity for such expenses.

           Section 607.0850 also provides that if any such person has been
           successful on the merits or otherwise in defense of any action,
           suit or proceeding, whether brought in the right of the
           Registrant or otherwise, such person shall be indemnified against
           expenses actually and reasonably incurred by him or her in
           connection therewith. If any director or officer does not succeed
           upon the merits or otherwise in defense of an action, suit or
           proceeding, then unless pursuant to a determination made by a
           court, indemnification by the Registrant shall be made only as
           authorized in the specific case upon a determination that
           indemnification of the director or officer is proper because he
           or she has met the applicable standard of conduct. Any such
           determination may be made:

           (a) By the Board of Directors by a majority vote of a quorum
               consisting of directors who are not parties to such action,
               suit, or proceeding;

                                3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (Continued)

           (b) If such a quorum is not obtainable or, even if obtainable, by
               a majority vote of a committee duly designated by the Board
               of Directors (in which directors who are parties may
               participate) consisting solely of two or more directors not
               at the time parties to the proceeding;

           (c) By independent legal counsel selected by the Board of
               Directors prescribed in paragraph (a) or the committee
               prescribed in paragraph (b), or if a quorum of the directors
               cannot be obtained for paragraph (a) or the committee cannot
               be designated under paragraph (b), selected by a majority
               vote of the full Board of Directors (in which directors who
               are parties may participate); or

           (d) By the shareholders by a majority vote of a quorum consisting
               of shareholders who were not parties to the proceeding or, if
               no such quorum is obtainable, by a majority vote of
               shareholders who were not parties to such proceeding.

           Section 607.0850 also contains a provision authorizing
           corporations to purchase and maintain liability insurance on
           behalf of its directors and officers.

           The Registrant's by-laws provide for indemnification of directors
           and officers.  The general effect of the by-law provisions is to
           indemnify any director or officer against any liability arising
           from any action or suit to the full extent permitted by Florida
           law, as discussed in the foregoing paragraphs; provided, however,
           that the provision of the Registrant's by-laws relating to
           indemnification is inapplicable to any action, suit or proceeding
           brought by or on behalf of a director or officer without prior
           approval of the Board of Directors of the Registrant.  The
           Registrant and its directors and officers are also insured for
           liability arising from claims against the Registrant's directors
           and officers (or its subsidiaries' directors or officers) in
           their capacities as such.

   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

   ITEM 8. EXHIBITS.

            3.1  Articles of Incorporation of CTLC, Inc. dated February 26,
                 1993 and Amended Articles of Incorporation dated March 30,
                 1993 (incorporated by reference to the Registrant's
                 Quarterly Report on Form 10-Q for the quarter ended March
                 31, 1993).

            3.2  By-laws of CTLC, Inc. (incorporated by reference to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1993).

            5.1  Opinion of Holland & Knight LLP.

                                       4
ITEM 8. EXHIBITS (Continued)

           23.1  Consent of Arthur Andersen LLP.

           23.2  Consent of Holland & Knight LLP appears in its opinion
                 filed as Exhibit 5.1

           24.1  Power of Attorney (included in the signature page in
                 Part II of the Registration Statement)

           99.1  Consolidated-Tomoka Land Co. 2001 Stock Option Plan.

   ITEM 9. UNDERTAKINGS.

           (a) 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;

                     (ii) To reflect in the prospectus any facts or events
                          arising after the effective date of this
                          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 material information with respect
                          to the plan of distribution not previously
                          disclosed in this Registration Statement or any
                          material change to such information in this
                          Registration Statement.

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 do not apply if the information required to be included in
                 a post-effective amendment by those paragraphs is contained
                 in periodic reports filed with or furnished to the
                 Commission by the Registrant pursuant to Section 13 or
                 15(d) of the Securities Exchange Act of 1934 that are
                 incorporated by reference in this Registration Statement.

                 (2) That, for the purpose of determining any liability
                     under the Securities Act of 1933, each such post-
                     effective amendment shall be deemed to be a new
                     registration statement relating to the securities
                     offered herein, and the offering of such securities at
                     that time shall be deemed to be the initial bona fide
                     offering thereof.

                 (3) To remove from registration by means of a post-
                     effective amendment any of the securities being
                     registered which remain unsold at the termination of
                     the offering.

                                     5
ITEM 9. UNDERTAKINGS (Continued)

           (b) The undersigned Registrant hereby undertakes that, for
               purposes of determining any liability under the Securities
               Act of 1933, each filing of the Registrant's annual report
               pursuant to Section 13(a) or 15(d) of the Securities Exchange
               Act of 1934 (and, where applicable, each filing of an
               employee benefit plan's annual report pursuant to Section
               15(d) of the Securities Exchange Act of 1934) that is
               incorporated by reference in the registration statement shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.
           (c) Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the Registrant pursuant
               to the foregoing provisions (see Item 6) 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 of 1933 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 of 1933 and will be governed by the
               final adjudication of such issue.

                                    6
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 Daytona Beach,
   State of Florida, on June 19, 2001.

                                              CONSOLIDATED-TOMOKA LAND CO.

                                              By:/s/ William H. McMunn
                                                 -----------------------
                                                 William H. McMunn
                                                 President and
                                                 Chief Executive Officer

                                      7
POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears below constitutes and appoints Bruce W. Teeters and Robert F.
   Apgar, or any of them, his true and lawful attorneys-in-fact and agents,
   with full power of substitution and resubstitution, for him and in his
   name, place and stead, in any and all capacities to sign any or all
   amendments to this Registration Statement, and to file the same, with
   all exhibits thereto and other documents in connection therewith, with
   the Securities and Exchange Commission, granting unto each of said
   attorneys-in-fact and agents full power and authority to do and perform
   each and every act and thing requisite and necessary to be done in and
   about the premises, as fully as to all intents and purposes as he might
   or could do in person, hereby ratifying and confirming all that each of
   said attorneys-in-fact and agents, or his substitute or substitutes, may
   lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed by the following persons in the
   capacities and on the dates indicated:

   Signature                     Title                        Date
   ---------                     -----                        ----
   /s/William H. McMunn         President, Chief Executive    June 19, 2001
   ----------------------       Officer and Director
   William H. McMunn            (Principal Executive Officer)

   /s/Bob D. Allen              Chairman of the Board         June 19, 2001
   ----------------------
   Bob D. Allen

   /s/Bruce W. Teeters          Senior Vice President-     June 19, 2001
   ----------------------       Finance, Treasurer and Director
   Bruce W. Teeters             (Principal Financial and
                                Accounting Officer)
   /s/John C. Adams, Jr.        Director                      June 19, 2001
   ----------------------
   John C. Adams, Jr.

   /s/William O. E. Henry       Director                      June 19, 2001
   ----------------------
   William O. E. Henry

   /s/Robert F. Lloyd           Director                      June 19, 2001
   ----------------------
   Robert F. Lloyd

                                Director                      June   , 2001
   ----------------------
   David D. Peterson

                                Director                      June   , 2001
   ----------------------
   H. Jay Skelton

   /s/William J. Voges          Director                      June 19, 2001
   ----------------------
   William J. Voges
8
   INDEX OF EXHIBITS

         5.1  Opinion of Holland & Knight LLP.

        23.1  Consent of Arthur Andersen LLP.

        23.2  Consent of Holland & Knight LLP appears in its opinion filed
              as Exhibit 5.1

        24.1  Power of Attorney (included in the signature page in Part II
              of the Registration Statement)

        99.1  Consolidated-Tomoka Land Co. 2001 Stock Option Plan.

   Exhibit 5.1

                       [HOLLAND & KNIGHT LLP LETTERHEAD]

                                June 20, 2001

   Consolidated-Tomoka Land Co.
   149 South Ridgewood Drive
   Daytona Beach, Florida 32114

   Re:     Registration Statement on Form S-8

   Ladies and Gentlemen:

   We refer to the Registration Statement (the "Registration Statement") on
   Form S-8 filed today by Consolidated-Tomoka Land Co. (the "Company")
   with the Securities and Exchange Commission, for the purpose of
   registering under the Securities Act of 1933 an aggregate of 500,000
   shares (the "Shares") of the authorized common stock, par value $1.00
   per share, of the Company authorized for issuance pursuant to the
   Consolidated-Tomoka Land Co. 2001 Stock Option Plan (the "Plan").

   This opinion is governed by, and shall be interpreted in accordance
   with, the Legal Opinion Accord (the "Accord") of the ABA Section of
   Business Law (1991).  As a consequence, it is subject to a number of
   qualifications, exceptions, definitions, limitations on coverage and
   other limitations, all as more particularly described in the Accord, and
   this opinion letter should be read in conjunction therewith.

   In connection with the foregoing registration, we have examined the
   Plan, copies of the Articles of Incorporation and By-Laws of the
   Company, the Registration Statement, and such other corporate records
   and documents as we deemed necessary or appropriate to form the basis
   for the opinion hereinafter expressed.  In our examination of such
   material, we have assumed the genuineness of all signatures, the
   authenticity of all documents submitted to us as originals, and the
   conformity to the original documents of all copies submitted to us.  We
   have also assumed the legal capacity for all purposes relevant hereto of
   all natural persons and, with respect to all parties to agreements or
   instruments relevant hereto other than the Company, that such parties
   had the requisite power and authority (corporate or otherwise) to
   execute, deliver and perform such agreements or instruments, that such

                                     9
EXHIBIT 5.1 (Continued)

   agreements or instruments have been duly authorized by all necessary
   action (corporate or otherwise), executed and delivered by such parties
   and that such agreements or instruments are the valid, binding and
   enforceable obligations of such parties.  As to questions of fact
   material to such opinion, we have relied upon statements of officers and
   representatives of the Company and others.

   Based upon the foregoing, and having regard for legal considerations
   that we deem relevant, it is our opinion that the Shares being
   registered have been duly authorized and, upon issuance, delivery and
   payment therefor in accordance with the terms of the Plan, will be
   validly issued, fully paid and nonassessable shares of common stock of
   the Company.
   We hereby consent to the filing of this opinion as Exhibit 5.1 to the
   Registration Statement.

   Very truly yours,

   /s/Holland & Knight LLP

   HOLLAND & KNIGHT LLP

   Exhibit 23.1

             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
             ---------------------------------------------------

   As independent certified public accountants, we hereby consent to the
   incorporation by reference of our report dated January 25, 2001, on the
   consolidated financial statements of Consolidated-Tomoka Land Co. and
   subsidiaries as of December 31, 2000 and 1999, and for each of the
   three years in the period ended December 31, 2000, into this
   Registration Statement on Form S-8.

   /s/Arthur Andersen LLP

   Arthur Andersen LLP

   Orlando, Florida
   June 15, 2001

   ORL1 #646395 v2

                               10
EXHIBIT 99.1
                        CONSOLIDATED-TOMOKA LAND CO.
                          2001 STOCK OPTION PLAN
                        (Effective April 25, 2001)

   1. Purpose.
      --------

      The purpose of this Consolidated-Tomoka Land Co. 2001 Stock Option
      Plan is to further the interests of the Company, its Subsidiaries
      and its shareholders by providing incentives in the form of stock
      Option and Stock Appreciation Right grants to key Employees who
      contribute materially to the success and profitability of the
      Company.  The grants will recognize and reward Employees who put
      forth outstanding individual performances and contributions, and
      will give such Employees a proprietary interest in the Company,
      thus enhancing their personal interest in the Company's continued
      success and progress.  This program also will assist the Company
      and its Subsidiaries in attracting and retaining key Employees.
      The Options granted under this Plan may be Incentive Stock Options,
      as defined in Code Section 422, or non-statutory Options taxed under
      Code Section 83.

   2. Definitions.
      ------------

      The following definitions shall apply to this Plan:

          (a) "Beneficiary"
              -------------
              means the person designated in the last will and testament
              of the Optionee as the beneficiary of the Optionee with
              respect to the Option.  In the absence of such designation,
              the beneficiary of the Optionee shall be determined under
              the laws of descent and distribution of the state of
              domicile of the Optionee at the time of the Optionee's
              death.

          (b) "Board"
              -------
              means the Board of Directors of the Company.

          (c) "Change of Control"
              -------------------
              means any of the following events:

                   i. any person (as such term is used in Section 13(d)
                      of the Securities Exchange Act of 1934, (the
                      "Exchange Act")) or group (as such term is defined
                      in Sections 3(a)(9) and 13(d)(3) of the Exchange
                      Act), other than a subsidiary of the Company or any
                      employee benefit plan (or any related trust) of the
                      Company or a subsidiary, becomes the beneficial
                      owner of 50% or more of the Company's outstanding
                      voting shares and other outstanding voting
                      securities of the Company that are entitled to vote
                      generally in the election of directors of the
                      Company ("Voting Securities");
                                     1
ii. individuals who, as of the effective date of the
                     Plan, constitute the Board ("Incumbent Board") cease
                     for any reason to constitute a majority of the
                     members of the Board; provided that any individual
                     who becomes a director after the effective date
                     whose election or nomination for election by the
                     Company's shareholders was approved by a majority of
                     the members of the Incumbent Board (other than an
                     election or nomination of an individual whose
                     initial assumption of office is in connection with
                     an actual or threatened "election contest" relating
                     to the election of the directors of the Company
                     (as such terms are used in Rule 14a-11 under the
                     Exchange Act), "tender offer" (as such term is
                     used in Section 14(d) of the Exchange Act) or a
                     proposed Merger (as defined below)) shall be deemed
                     to be members of the Incumbent Board; or

                iii. approval by the stockholders of the Company of
                     either of the following:

                     A. a merger, reorganization, consolidation or
                        similar transaction (any of the foregoing, a
                        "Merger") as a result of which the persons who
                        were the respective beneficial owners of the
                        outstanding Common Stock and/or the Voting
                        Securities immediately before such Merger are
                        not expected to beneficially own, immediately
                        after such Merger, directly or indirectly, more
                        than 50% of, respectively, the outstanding voting
                        shares and the combined voting power of the
                        voting securities resulting from such merger in
                        substantially the same proportions as immediately
                        before such Merger; or

                     B. a plan of liquidation of the Company or a plan or
                        agreement for the sale or other disposition of
                        all or substantially all of the assets of the
                        Company.

          (d) "Code"
              ------
          means the Internal Revenue Code of 1986, as amended from
              time to time.

          (e) "Committee"
              -----------
              means the Stock Option Committee appointed by the Board in
              accordance with Section 3 of the Plan.  If the Board does
              not appoint a Committee, the term "Committee" means the
              Board, except in those instances where the text clearly
              indicates otherwise.

                                      2
(f) "Common Stock"
              --------------
              means the voting common stock, par value one dollar ($1.00)
              per share, of the Company or such other class of shares or
              securities as to which the Plan may be applicable pursuant
              to Section 13 herein.

          (g) "Company"
              ---------
              means Consolidated-Tomoka Land Co., a Florida corporation.

          (h) "Continuous Service"
              --------------------
              means the absence of any interruption or termination of
              employment with, or service to, the Company or any parent
              or Subsidiary of the Company that now exists or hereafter
              is organized or acquired by or acquires the Company.
              Continuous Service shall not be considered interrupted in
              the case of sick leave, military leave or any other leave
              of absence approved by the Company or, in the case of
              transfers, movements between locations of the Company or
              between the Company, its parent, its Subsidiaries or its
              successor.

          (i) "Date of Grant"
              ---------------
              means the date as of which the Committee grants an Option.

          (j) "Employee"
              ----------
              means any person employed on an hourly or salaried basis by
              the Company or any parent or subsidiary of the Company that
              now exists or hereafter is organized or acquired by or
              acquires the Company.

          (k) "Fair Market Value"
              -------------------
              means the fair market value of the Common Stock on the Date
              of Grant.  If the Common Stock is not publicly traded, the
              Board shall determine the fair market value of the Shares
              as of the Date of Grant by using such factors as the Board
              considers relevant, such as the price at which recent sales
              have been made, the book value of the Common Stock, and the
              Company's current and projected earnings.  If the Common
              Stock is publicly traded, the fair market value is the mean
              between the closing bid and asked prices of the Common
              Stock as reported by the National Association of Securities
              Dealers Automated Quotations ("NASDAQ") system on the Date
              of Grant, regardless of trades on that date, or if the
              Common Stock is listed on a stock exchange, the mean
              between the high and low sales prices of the stock on that
              date, as reported in the Wall Street Journal.  If trading
              in the stock or a price quotation does not occur on the
              Date of Grant, the next preceding date on which the Common
              Stock was traded or a price was quoted will determine the
              fair market value.

                                       3
(l) "Grant Agreement"
              -----------------
              means the written agreement between the Company and the
              Optionee evidencing the grant of the Option by the Company
              to the Optionee.

          (m) "Incentive Stock Option"
              ------------------------
              means a stock option, granted pursuant to this Plan that
              satisfies the requirements of Code Section 422 and that
              entitles the Optionee to purchase Common Stock of the Company
              or in a corporation that at the time of grant of the Option
              was a parent or subsidiary of the Company or a predecessor
              corporation of any such corporation.

          (n) "Option"
              --------
              means a stock option granted pursuant to the Plan.

          (o) "Option Period"
              ---------------
              means the period beginning on the Date of Grant and ending
              on the day prior to the tenth (10th) anniversary of the
              Date of Grant or such shorter ending date as is set by the
              Committee and set forth in the stock option agreement
              between the Company and an Optionee.

          (p) "Optionee"
              ----------
              means an Employee who receives an option.

          (q) "Plan"
              ------
              means the Consolidated-Tomoka Land Co. 2001 Stock Option
              Plan, as amended or restated from time to time.

          (r) "Regulations"
              -------------
              means Treasury Regulations promulgated in accordance with
              the Code.

          (s) "Share"
              -------
              means one share of the Common Stock, as adjusted in
              accordance with paragraph 13 or the Plan.

          (t) "Stock Appreciation Right" or "SAR"
              -----------------------------------
              means the right to receive a portion of the amount by which
              the fair market value of the SAR's related Share at the
              time the related Option is exercised exceeds the price paid
              for the Share, determined in accordance with the following
              equation (for the purpose of the following equation,
              "Appreciation" equals the amount by which the fair market
              value of the SAR's related Share at the time the related
              Option is exercised exceeds the price paid for the Share,
              and "Tax Rate" equals the Optionee's tax rate as determined
              by the Code at the time the SAR is exercised):
                                     4
Appreciation - Appreciation  =  SAR Value
                      ------------
                      1 - Tax Rate

              Shares and SARs issued pursuant to the same Option grant
              are referred to in this Plan as "related" to each other.

          (u) "Subsidiary"
              ------------
              means any corporation fifty percent (50%) or more of the
              voting securities of which are owned directly or indirectly
              by the Company at any time during the existence of this
              Plan.

   3. Administration.
      ---------------

      This Plan shall be administered by the Committee.  The Board is
      authorized to add or remove any Committee member for any reason,
      and to appoint a successor to any Committee member who ceases to
      serve. The Committee shall consist solely of three (3) or more
      directors who are (i) not employees of the Company, (ii) "non-
      employee directors", as that term is defined in Rule 16b-3 under
      the Securities Exchange Act of 1934, or any successor statute or
      regulation regarding the same subject matter, and (iii) "outside
      directors" as that term is defined in Regulation Section 1.162-27,
      and as contemplated by Code Section 162(m), or any successor statute
      or Regulation regarding the same subject matter.  The Committee has
      the exclusive power to select the participants in this Plan, to
      establish the terms of the Options granted to each participant,
      and to make all other determinations necessary or advisable under
      the Plan.  The Committee has the sole and absolute discretion to
      determine whether the performance of an eligible Employee warrants
      an award under this Plan and to determine the amount of the award.
      The Committee has full and exclusive power to construe and
      interpret this Plan, to describe, amend, and rescind rules and
      regulations relating to this Plan, and to take all actions
      necessary or advisable for the Plan's administration.  Acts of the
      Committee taken by a majority of the Committee at a meeting at
      which a quorum is present, or acts reduced to or approved in
      writing by a majority of the members of the Committee, shall
      constitute acts of the Committee.  The Company hereby indemnifies
      and holds harmless the members of the Committee in their capacity
      as Committee members against all liability and expenses (including
      reasonable attorney, paralegal, and professional fees, and court
      costs) arising from any threatened, pending or completed action,
      suit, proceeding (including administrative proceedings or
      investigations) or appeal, incurred by reason of the fact that
      such individual is or was a member of the Committee, provided that
      such individual (i) acted, or failed to act, in good faith and in
      a manner he or she reasonably believed to be in, or not opposed
      to, the best interests of the Company as well as the Optionees, or
      (ii) with respect to any criminal action or proceeding, had no
      reasonable cause to believe his or her conduct was unlawful.

                                     5
4. Shares Subject to Option.
      -------------------------
      Subject to the provisions of paragraph 13 of the Plan, the maximum
      aggregate number of Shares that may be optioned and sold under the
      Plan shall be Five Hundred Thousand (500,000).   Such Shares may
      be authorized, but unissued, or may be treasury shares.  If an
      option should expire or become unexercisable for any reason
      without having been exercised in full, the unpurchased Shares that
      were subject to the Option shall, unless the Plan has then
      terminated, be available for other Options under the Plan.

   5. Participants.
      -------------
      (a) Eligible Employees.
          -------------------
          Every Employee who the Committee, in its sole discretion,
          designates, is eligible to participate in this Plan.  The
          Committee's award of an Option to an Employee in any year does
          not require the Committee to award an Option to that Employee
          in any other year.  Furthermore, the Committee may award
          different Options to different participants.  The Committee may
          consider such factors as it deems pertinent in selecting
          participants and in determining the amount of their Options,
          including, without limitation, (i) the financial condition of
          the Company or its Subsidiaries; (ii) expected profits for the
          current or future years; (iii) the contributions of a
          prospective participant to the profitability and success of the
          Company or its Subsidiaries; and (iv) the adequacy of the
          prospective participant's other compensation.  Eligible
          Employees may include persons to whom stock, stock options,
          stock appreciation rights, or other benefits previously were
          granted under this or another plan of the Company or any
          Subsidiary, whether or not the previously granted benefits have
          been fully exercised.

       (b) No Right of Employment.
           -----------------------
           An Optionee's right, if any, to continue to serve the Company
           and/or its Subsidiaries as an officer, Employee or otherwise
           will not be enlarged or otherwise affected by his designation
           as an Optionee under this Plan, and such designation shall not
           in any way restrict the right of the Company or any
           Subsidiary, as the case may be, to terminate at any time the
           employment or affiliation of any Employee or Optionee,
           regardless of the effect of such termination of employment on
           the rights of the Employee or Optionee.

   6. Option Requirements.
      --------------------
      Each Option granted under this Plan shall satisfy the following
    requirements:

      (a) Written Option.
          ---------------
          An Option shall be evidenced by a Grant Agreement specifying
          (i) the number of Shares that may be purchased by its exercise,

                                     6
(ii) the price, (iii) the vesting period and Option Period,
          (iv) the intent of the Committee as to whether the Option is to
          be an Incentive Stock Option or a non-statutory Option, and (v)
          such terms and conditions consistent with the Plan as the
          Committee shall determine, in its discretion.

      (b) Duration of Option.
          -------------------
          Each Option may be exercised only during the Option Period
          designated for the Option by the Committee.  At the end of the
          Option Period, the Option shall expire.  In no event may the
          duration of an Incentive Stock Option or non-statutory Option
          exceed ten (10) years from the Date of Grant.

      (c) Option Exercisability.
          ----------------------
          Unless otherwise provided by the Committee on the grant of an
          Option, and in the Grant Agreement, each Option shall be
          exercisable only as to no more than one-fifth (1/5) of the
          total number of shares covered by the Option during each twelve
          (12) month period commencing twelve (12) months after the Date
          of Grant.  Notwithstanding the foregoing, an Option is
          exercisable only if the issuance of Shares pursuant to the
          exercise would be in compliance with applicable securities
          laws, as contemplated by Section 11 of this Plan.  To the
          extent an Option is either unexercisable or unexercised, the
          unexercised portion shall accumulate until the Option both
          becomes exercisable and is exercised, but in no case beyond the
          date that is ten (10) years from the Date of the Option.

      (d) Acceleration of Vesting.
          ------------------------
          The Board may, in its discretion, provide for the exercise of
          Options either as to an increased percentage of shares per year
          or as to all remaining Shares.  Such acceleration of vesting
          may be declared by the Board at anytime before the end of the
          Option Period, including, if applicable, after termination of
          the Optionee's Continuous Service by reason of death,
          disability (as defined in Code Section 22(e)(3)), retirement or
          termination of employment.

      (e) Exercise Price.
          ---------------
          Except as provided in Sections 1(k), 7(a) and 8(a), the
          exercise price of each Share subject to the Option shall equal
          the Fair Market Value of the Share on the Option's Date of
          Grant.

      (f) Termination of Services.
          ------------------------
          If the Optionee ceases Continuous Service for any reason other
          than death, disability (as defined in Code Section 22(e)(3) and
          the Regulations thereunder) or, in the case of non-statutory
          stock options,  retirement on or after age 65 of the Optionee,
          all Options held by the Optionee shall lapse immediately
          following the effective date of the termination of his services

                                    7
to the Company.  On the grant of an Option, the Committee may, in
          its discretion, extend the time during which the Option may be
          exercised after termination of services.  The maximum period
          that may be allowed, however, shall be ninety (90) days.  Any
          such Option shall lapse at the earlier of the end of the Option
          Period or the end of the period established by the Committee
          for exercise after termination of services.  The Option may be
          exercised only for the number of Shares for which it could have
          been exercised on such termination date, subject to any
          adjustment under Sections 6(d) and 13.

      (g) Death.
          ------
          In the case of death of the Optionee, the Beneficiaries
          designated by the Optionee shall have one (1) year from the
          Optionee's demise or to the end of the Option Period, whichever
          is earlier, to exercise the Option, provided, however, the
          Option may be exercised only for the number of Shares for which
          it could have been exercised at the time the Optionee died,
          subject to any adjustment under Section 6(d) and 13.

      (h) Retirement.
          -----------
          If the Optionee retires on or after attaining age 65, the
          Option shall lapse at the earlier of the end of the Option
          Period or ninety (90) days after the date of retirement;
          provided however, the Option can be exercised only for the
          number of Shares for which it could have been exercised on the
          retirement date, subject to any adjustment under Sections 6(d)
          and 13.

      (i) Disability.
          -----------
          In the event of termination of Continuous Service due to "total
          and permanent disability" (within the meaning of Code Section
          22(e)(3), the Option shall lapse at the earlier of the end of
          the Option Period or twelve (12) months after the date of such
          termination, provided, however, the Option can be exercised
          only for the number of Shares for which it could have been
          exercised at the time the Optionee became disabled, subject to
          any adjustment under Sections 6(d) and 13.

      (j) Maximum Grants.
          ---------------
          No individual shall receive in any fiscal year of the Company,
          Options to purchase more than Fifty Thousand (50,000) Shares.
          Any adjustment upon a change of Shares pursuant to Section 13
          of the Plan shall apply to the limitation specified in this
          subsection (j).

   7. Incentive Stock Options.
      ------------------------
      Any Option intended to qualify as an Incentive Stock Option shall
      satisfy the following requirements in addition to those
      requirements stated in Section 6 above:

                                    8
(a) Ten Percent Shareholders.
          -------------------------
          An Option intended to qualify as an Incentive Stock Option
          granted to an individual who, on the Date of Grant, owns stock
          possessing more than ten percent (10%) of the total combined
          voting power of all classes of stock of either the Company or
          any parent or Subsidiary shall be granted at an exercise price
          of one hundred ten percent (110%) of Fair Market Value on the
          Date of Grant and shall be exercisable only during the five (5)
          year period immediately following the Date of Grant.  In
          calculating stock ownership of any person, the attribution
          rules of Code Section 424(d) will apply.  Furthermore, in
          calculating stock ownership, any stock that the individual may
          purchase under outstanding Options will not be considered.

      (b) Prior Outstanding Options.
          --------------------------
          Each Option intended to qualify as an Incentive Stock Option
          (for purposes of this subsection, a "New Option") is
          exercisable only after the exercise or lapse of all outstanding
          Incentive Stock Options that were granted to the Optionee under
          this or any other plan of the Company or its parent or
          subsidiaries before the Date of Grant of the New Option ("Prior
          Option").  An Incentive Stock Option must be treated as
          outstanding until the Option is exercised in full or expires
          because of the lapse of time.

      (c) Maximum Option Grants.
          ----------------------
          The aggregate Fair Market Value, determined on the Date of
          Grant, of stock in the Company with respect to which any
          Optionee may exercise for the first time one or more Incentive
          Stock Options under the Plan and all other plans of the Company
          or its parent or Subsidiaries in any calendar year shall not
          exceed one hundred thousand dollars ($100,000).  For purposes
          of this rule, Incentive Stock Options shall be taken into
          account in the order in which they were granted.

   8. Non-statutory Options.
      ----------------------
      Any Option not intended to qualify as an Incentive Stock Option
      shall be a non-statutory Option.  The grant of the non-statutory
      Option, in the discretion of the Committee, may be accompanied by
      the grant of one Stock Appreciation Right for each Share subject to
      the Option.  Options and SARs issued pursuant to the same grant are
      referred to as "related" to each other.  Non-statutory options
      shall satisfy each of the requirements of Section 6 of the Plan,
      except as follows:

      (a) Exercise Price.
          ---------------
          Notwithstanding the provisions of Section 6(e), non-statutory
          Options may be granted at the exercise price designated by the
          Committee in accordance with Section 6(e) or at such other
          price as may be determined by the Committee in its discretion.
          However, in no event shall the exercise price be less than
          fifty percent (50%) of the Fair Market Value of the underlying
          Shares on the date the Option is granted.
                                    9
(b) Option Exercisability.
          ----------------------
          Any non-statutory Option which has a related SAR granted at the
          same time as the Option may not be exercised (i) during the six
          (6) month period immediately following the Date of Grant or
          (ii) before the Plan is approved by a majority of the Company's
          shareholders.

   9. Stock Appreciation Rights.
      --------------------------
      (a) Exercise.
          ---------
          SARs are exercisable to the extent, but only to the extent,
          that the related Option is exercisable.  In addition, SARs must
          be exercised, if at all, by the later of the end of (i) the
          ninety (90) day period beginning on the date of exercise of the
          related Option or (ii) the ten (10) day period beginning on the
          third (3rd) business day following the release of the Company's
          official financial data for the quarter in which the related
          Option was exercised.  Only one SAR may be exercised for each
          Share purchased under the related Option.  SARs shall be
          exercised by following the same procedures as are required for
          the related Option.

      (b) Forfeiture of SAR.
          ------------------
          Any SARs that could be, but are not, exercised by the later of
          the end of the (i) the ninety (90) day period beginning on the
          date of exercise of the related Option, or (ii) the ten (10)
          day period beginning on the third (3rd) day following the
          release of the Company's official financial data for the
          quarter in which the related Option was exercised shall be
          forfeited.

      (c) Termination of SARs.
          --------------------
          SARs shall terminate at the same time and under the same
          conditions as the related option.

      (d) Payment on Exercise.
          --------------------
          On the exercise of a SAR, the Committee shall determine the
          form in which the Company shall pay the value of the SAR to the
          person exercising the SAR.

      (e) Maximum SARs.
          -------------
          No individual shall receive in any fiscal year of the Company
          SARs covering more than 100,000 shares.  Any adjustment upon
          change of Shares pursuant to Section 13 of the Plan shall apply
          to the limitation specified in this subsection (e).

   10. Method of Exercise.
       -------------------
       An Option granted under this Plan shall be deemed exercised when
       the person entitled to exercise the Option (i) delivers written
       notice to the Secretary of the Company of the decision to

                                    10
exercise, (ii) concurrently tenders to the Company full payment
       for the Shares to be purchased pursuant to the exercise, and (iii)
       complies with such other reasonable requirements as the Committee
       establishes pursuant to Section 11 of the Plan.  Payment for
       Shares with respect to which an Option is exercised may be made in
       cash, by certified check or, with the consent of the Committee,
       wholly or partially in the form of Common Stock having a Fair
       Market Value equal to the exercise price.  No person will have the
       rights of a shareholder with respect to Shares subject to an
       Option granted under this Plan until a certificate or certificates
       for the Shares have been delivered to him.

       An Option granted under this Plan may be exercised in increments
       of not less than one hundred (100) Shares, or, if greater, ten
       percent (10%) of the full number of Shares as to which it can be
       exercised.  A partial exercise of an Option will not affect the
       holder's right to exercise the Option from time to time in
       accordance with this Plan as to the remaining Shares subject to
       the Option.

   11. Taxes; Compliance with Law; Approval of Regulatory Bodies.
       ----------------------------------------------------------
       The Company, if necessary or desirable, may pay or withhold the
       amount of any tax attributable to any Shares deliverable or
       amounts payable under this Plan, and the Company may defer making
       delivery or payment until it is indemnified to its satisfaction
       for that tax.  Options and SARs are exercisable, and Shares can be
       delivered and payments made under this Plan, only in compliance
       with all applicable federal and state laws and regulations,
       including, without limitation, state and federal securities laws,
       and the rules of all stock exchanges on which the Company's stock
       is listed at any time.  An Option is exercisable only if either
       (i) a registration statement pertaining to the Shares to be issued
       upon exercise of the Option has been filed with and declared
       effective by the Securities and Exchange Commission and remains
       effective on the date of exercise, or (ii) an exemption from
       registration requirements of applicable securities laws is
       available.  This Plan does not require the Company, however, to
       file such a registration statement or to assure the availability
       of such exemptions.  Any certificate issued to evidence Shares
       issued under the Plan may bear such legends and statements, and
       shall be subject to such transfer restrictions, as the Committee
       deems advisable to assure compliance with federal and state laws
       and regulations and with the requirements of this Section.  Each
       Option and SAR may not be exercised, and Shares may not be issued
       under this Plan, until the Company has obtained the consent or
       approval of every regulatory body, federal or state, having
       jurisdiction over such matters as the Committee deems advisable.

       Each person who acquires the right to exercise an Option or SAR by
       bequest or inheritance may be required by the Committee to furnish
       reasonable evidence of ownership of the Option or SAR as a
       condition to his exercise of the Option or SAR.  In addition, the
       Committee may require such consents and releases of taxing
       authorities as the Committee deems advisable.

                                   11
12. Assignability.
       --------------
       An Option and SAR granted under this Plan is not transferable
       except by will or the laws of descent and distribution.  During
       the lifetime of an Optionee, his Incentive Stock Options are
       exercisable only by him.   Notwithstanding the preceding
       paragraph, during an Optionee's lifetime, the Committee may, in
       its sole discretion (which discretion may be exercised in a
       discriminatory fashion), permit the transfer or assignment of an
       outstanding non-statutory Option to the Optionee's spouse,
       parents, children or grandchildren, or their spouses, or to trusts
       or partnerships for their benefit, provided any such transfer or
       assignment is made without consideration to the Optionee.  Such
       transfers or assignments shall be permitted only on such terms and
       conditions as the Committee, in its sole discretion, shall
       specify, and except as provided by the Committee, the transferee
       or assignee shall be subject  to the terms of the Plan and the
       Optionee's Grant Agreement.

   13. Adjustment Upon Change of Shares.
       ---------------------------------
       If a reorganization, merger, consolidation, reclassification,
       recapitalization, combination or exchange of shares, stock split,
       stock dividend, rights offering, or other expansion or contraction
       of the Common Stock of the Company occurs, the number and class of
       Shares for which Options and SARs are authorized to be granted
       under this Plan, the number and class of Shares then subject to
       Options previously granted under this Plan, and the price per
       Share payable upon exercise of each Option or SAR outstanding
       under this Plan shall be equitably adjusted by the Committee to
       reflect such changes.  To the extent deemed equitable and
       appropriate by the Board, subject to any required action by
       stockholders, in any merger, any Option or SAR granted under the
       Plan shall pertain to the securities and other property to which a
       holder of the number of Shares of stock covered by the Option or
       SAR would have been entitled to receive in connection with such
       event.

   14. Change in Control.
       ------------------
       The Committee may, in its sole discretion and notwithstanding the
       provisions of Section 6(c), provide for immediate and full
       exercise of an Option upon the occurrence of a Change in Control
       of the Company.  Should the Committee determine to make such a
       provision with respect to the grant of an Option, a representation
       to that effect shall be set forth in the Grant Agreement between
       the Company and the Optionee governing the exercise of such
       Option.

   15. Liability of the Company.
       -------------------------
       The Company, its parent and any Subsidiary that is in existence or
       hereafter comes into existence shall not be liable to any person
       for any tax consequences expected but not realized by an Optionee
       or other person due to the exercise of an Option or SAR.

                                    12
16. Amendment and Termination of Plan.
       ----------------------------------
       Except as provided below, the Board may alter, amend, or terminate
       this Plan from time to time without approval of the shareholders.
       However, no amendment by the Board that requires shareholder
       approval as a condition (i) for the continued satisfaction of
       applicable requirements of Code Section 422 or any successor
       provision thereto or (ii) of continued reliance by the Board or the
       Company's officers on the exemptive relief provided by Rule 16b-3
       under the Securities Exchange Act of 1934, as amended, or any
       successor provision thereto shall be effective without shareholder
       approval.

       Any amendment, whether with or without the approval of
       shareholders, that alters the terms or provisions of an Option,
       prior Option, or SAR granted before the amendment (unless the
       alteration is expressly permitted under this Plan) will be
       effective only with the consent of the Optionee to whom the Option
       or SAR was granted or the holder currently entitled to exercise
       it.

   17. Expenses of Plan.
       -----------------
       The Company shall bear the expenses of administering the Plan.

   18. Duration of Plan.
       -----------------
       Options and SARs may be granted under this Plan until April 25,
       2011.

   19. Applicable Law.
       ---------------
       The validity, interpretation, and enforcement of this Plan are
       governed in all respects by the Laws of the State of Florida and
       the United States of America.
   20. Effective Date.
       ---------------
       The effective date of this Plan shall be the date specified by the
       Board of Directors of the Company upon its adoption of this Plan.

   Adopted by the Board of Directors    Ratified by the Shareholders
   on April 25, 2001, effective         On April 25, 2001.
   April 25, 2001.

   ORL1 #615605 v4

                                    13
CONSOLIDATED-TOMOKA LAND CO.
   2001 STOCK OPTION PLAN

   Prepared by:
   Holland & Knight, LLP
   200 South Orange Avenue
   Suite 2600
   Orlando, Florida 32801
   (407) 425-8500

                                    14
Table of Contents

   1. Purpose...........................................................1

   2. Definitions.......................................................1
      (a) "Beneficiary".................................................1
      (b) "Board".......................................................1
      (c) "Change of Control"...........................................1
      (d) "Code"........................................................2
      (e) "Committee"...................................................2
      (f) "Common Stock"................................................3
      (g) "Company".....................................................3
      (h) "Continuous Service"..........................................3
      (i) "Date of Grant"...............................................3
      (j) "Employee"....................................................3
      (k) "Fair Market Value"...........................................3
      (l) "Grant Agreement".............................................4
      (m) "Incentive Stock Option"......................................4
      (n) "Option"......................................................4
      (o) "Option Period"...............................................4
      (p) "Optionee"....................................................4
      (q) "Plan"........................................................4
      (r) "Regulations".................................................4
      (s) "Share".......................................................4
      (t) "Stock Appreciation Right"....................................4
      (u) "Subsidiary"..................................................5

   3. Administration....................................................5

   4. Shares Subject to Option..........................................6

   5. Participants......................................................6
      (a) Eligible Employees............................................6
      (b) No Right of Employment........................................6

   6. Option Requirements...............................................6
      (a) Written Option................................................6
      (b) Duration of Option............................................7
      (c) Option Exercisability.........................................7
      (d) Acceleration of Vesting.......................................7
      (e) Exercise Price................................................7
      (f) Termination of Services.......................................7
      (g) Death.........................................................8
      (h) Retirement....................................................8
      (i) Disability....................................................8
      (j) Maximum Grants................................................8

   7. Incentive Stock Options...........................................8
      (a) Ten Percent Shareholders......................................9
      (b) Prior Outstanding Options.....................................9
      (c) Maximum Option Grants.........................................9

   8. Non-statutory Options.............................................9
      (a) Exercise Price................................................9
      (b) Option Exercisability........................................10

                                    (15)
9. Stock Appreciation Rights........................................10
      (a)Exercise......................................................10
      (b)Forfeiture of SAR.............................................10
      (c)Termination of SARs...........................................10
      (d)Payment on Exercise...........................................10
      (e)Maximum SARs..................................................10

   10. Method of Exercise..............................................10

   11. Taxes; Compliance with Law; Approval of Regulatory Bodies.......11

   12. Assignability...................................................12

   13. Adjustment Upon Change of Shares................................12

   14. Change in Control...............................................12

   15. Liability of the Company........................................12

   16. Amendment and Termination of Plan...............................13

   17. Expenses of Plan................................................13

   18. Duration of Plan................................................13

   19. Applicable Law..................................................13

   20. Effective Date..................................................13

                                    (16)