1
(FLORAFAX LETTERHEAD)

December 18, 1997

To the Stockholders of

FLORAFAX INTERNATIONAL, INC.:

You are cordially invited to attend the Annual Meeting of Stockholders of
Florafax International, Inc. on January 27, 1998 at Bent Pine Country Club, 6001
Clubhouse, Vero Beach, Florida, 32967, commencing at 5:00 p.m., local time. We
look forward to greeting personally as many of our stockholders as possible at
the meeting. Please call Debbie Livingston at 1-800-681-8222, extension 6306,
for directions.

The Notice of the Annual Meeting and Proxy Statement accompanying this
letter provides information concerning matters to be considered and acted upon
at the meeting. A report on the operations of the Company will be presented at
the meeting, followed by a question and answer period and discussion.

We know that most of our stockholders are unable personally to attend the
Annual Meeting. Proxies are solicited so that each stockholder has an
opportunity to vote on all matters which are scheduled to come before the
meeting. Whether or not you personally plan to attend, please take a few minutes
now to read these materials and to sign, date and return your proxy in the
enclosed postage paid envelope. Regardless of the number of Florafax shares you
own, your presence in person or by proxy is important for establishing a quorum,
and your vote on the matters to be considered at the meeting is important. Even
if you have signed a proxy, you may vote in person on all matters presented for
stockholder vote at the meeting, and you are encouraged to attend the meeting.

Thank you for your continued interest in Florafax.

Very truly yours,

Andrew W. Williams
Chairman of the Board

I URGE YOU TO VOTE AND TO RETURN YOUR PROXY TODAY.

FLORAFAX INTERNATIONAL, INC.
8075 20th Street
Vero Beach, Florida 32966

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JANUARY 27, 1998

To the Stockholders of
FLORAFAX INTERNATIONAL, INC.:

NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
Florafax International, Inc. (the "Company") will be held at Bent Pine Country
Club, located at 6001 Clubhouse, Vero Beach, Florida, 32967, on January 27,
1998, at 5:00 p.m., local time, for the following purposes:

1. To elect six (6) directors of the Company to serve until their
respective successors are elected and qualified;

2. To consider and vote upon approval to amend the Company's
Management Incentive Stock Plan ("Incentive Plan") to increase
the aggregate number of shares that may be subject to awards
under the Incentive Plan from 500,000 shares to 1,000,000
shares of common stock of the Company; and

3. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.

In accordance with the Bylaws of the Company and a resolution of the
Board of Directors, the record date for the meeting has been fixed as of
November 28, 1997. Only holders of common stock of record at the close of
business on such date will be entitled to vote at the meeting or any adjournment
or postponement thereof. This Notice and the accompanying Proxy Statement are
first being mailed to stockholders on or about December 18, 1997.

A complete list of stockholders entitled to vote at the meeting will be
on file at the Company's principal executive office at 8075 20th Street, Vero
Beach, Florida, 32966, for a period of ten days prior to the meeting. During
such time, the list will be open to the examination of any shareholder during
ordinary business hours for any purpose germane to the meeting.

FLORAFAX INTERNATIONAL, INC.
Kelly S. McMakin
Secretary

Vero Beach, Florida
December 18, 1997

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY TODAY.

FLORAFAX INTERNATIONAL, INC.
8075 20th Street
VERO BEACH, FLORIDA 32966

PROXY STATEMENT
FOR 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD

January 27, 1998

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

These proxy materials are furnished in connection with the solicitation
of proxies by the Board of Directors of FLORAFAX INTERNATIONAL, INC., a Delaware
Corporation ("Company") for the 1998 Annual Meeting of Stockholders to be held
at 5:00 p.m., local time, on January 27, 1998, at Bent Pine Country Club,
located at 6001 Clubhouse, Vero Beach, Florida, 32967, and any adjournment or
postponement of such meeting. This Proxy Statement, and the accompanying proxy,
the form of which is attached to this Proxy Statement as Appendix 1, were first
mailed on or about December 18, 1997, to stockholders of record on November 28,
1997.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual Meeting
are:

1. To elect six (6) directors of the Company to serve until their
respective successors are elected and qualified; and

3. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.

VOTING AND PROXIES

The Board of Directors has set the close of business on November 28,
1997, as the record date for determining stockholders entitled to notice of and
to vote at the Annual Meeting. At that date, there were 7,724,742 shares of
common stock outstanding, exclusive of 530,000 treasury shares. There were no
shares of preferred stock issued and outstanding. Stockholders are entitled to
one vote per share on all matters submitted for consideration at the Annual
Meeting. The presence in person or by proxy of a majority of all the outstanding
voting securities of the Company is required to constitute a quorum at the
Annual Meeting or at any adjournment or postponement thereof.

The election of nominees for director requires a plurality of the votes
cast. Votes may be cast in favor of a nominee or withheld. Cumulative voting for
the election of directors is not permitted. Adoption of the Amendment requires a
vote in favor thereof by a majority of the shares entitled to vote thereon.
Votes that are withheld will be excluded entirely from the vote and will have no
effect. Abstentions may be specified on any proposal other than the election of
directors. An automated system administered by the Company's transfer agent is
used to tabulate the votes. Abstentions and broker non-votes are counted as
shares present in the determination of whether the shares represented at the
Annual Meeting constitute a quorum. Each is tabulated separately. Abstentions
and broker non-votes are not counted for purposes of determining the number of
votes cast on any matter.

The Board of Directors has designated Andrew W. Williams and S. Oden
Howell, Jr. and each of them, with full powers of substitution, as the persons
named as proxies for stockholders executing the accompanying proxies. Proxies
which are properly executed by stockholders entitled to vote at the Annual
Meeting and which are received by the Company prior to the Annual Meeting and
not revoked prior to their use, will be voted at the Annual Meeting in
accordance with the directions specified by each stockholder executing the
proxy. The Board of Directors recommends that you vote, and all properly
executed proxies which do not specify how they are to be voted shall be voted,
FOR the six nominees for directors named below. Execution of the enclosed proxy
entitles the named proxies to vote in their discretion on all other matters
presented for a vote of the stockholders at the Annual Meeting.

PROXIES MAY BE REVOKED AT ANY TIME PRIOR TO THEIR USE BY THE RECORD HOLDER
GIVING WRITTEN NOTICE OF REVOCATION RECEIVED BY THE COMPANY OR BY THE RECORD
HOLDER EXECUTING AND DELIVERING TO THE COMPANY A NEW PROXY BEARING A LATER DATE.
Any stockholder who attends the Annual Meeting in person and desires to vote in
person may do so by revoking his earlier proxy at the Annual Meeting before its
use as to any particular matter to be voted on by the stockholders.

ELECTION OF DIRECTORS

The Bylaws of the Company currently state that the Board of Directors shall
consist of not less than three nor more than nine directors, as determined from
time to time by a duly adopted resolution of the Board of Directors. The Board
has resolved that the Board of Directors for the current fiscal year shall
consist of six (6) directors. No proxy will be voted for more than six (6)
individuals. The Company's Bylaws provide that the President of the Company
shall be a member of the Board.

On December 8, 1988, the Board determined that at the time of election,
each director would be required to own at least 10,000 shares of common stock of
the Company. All of the director nominees currently meet this requirement and
have represented that they will meet this qualification at the time of the
director's election. In the event any director does not comply with this
requirement during the fiscal year, such director will not be eligible to serve.
The Board may, but is not required to fill such vacancies, if they occur.

The six (6) nominees for director were selected by the Board of Directors
and are named and described below. Each director elected shall hold office until
the next annual meeting of stockholders of the Company or until his respective
successor is duly elected and qualified. Each

nominee for director has agreed to stand for election and, if elected, has
agreed to serve as a director of the Company. In the event any nominee is unable
or declines to serve as a director at or before the Annual Meeting, the Board of
Directors has determined that a majority of the remaining nominees may select a
qualified replacement nominee to fill such vacancy. Management is not aware of
any nominee who is unable to serve, does not own the qualifying shares, or will
decline to serve if so elected.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
FOLLOWING NOMINEES FOR DIRECTOR. THE HOLDERS OF PROXIES INTEND TO VOTE FOR THE
FOLLOWING NOMINEES FOR DIRECTOR.

The following information is furnished with respect to each of the
nominees. Such information includes all positions with the Company and principal
occupations during the last five years.

T. CRAIG BENSON
Mr. Benson, 35, is President of the Corporate Equities Division of Service
Corporation International headquartered in Houston, Texas. Service Corporation
International is the largest publicly held funeral home/cemetery company in the
world. Mr. Benson also serves as a Director of Equity Corporation International
and Tanknology Environmental, Inc. Mr. Benson has been a Director of the Company
since March, 1991.

S. ODEN HOWELL, JR.
Mr. Howell, 57, is a consultant to H & N Constructors, Inc., a contracting
company specializing in remodeling and rehabilitation of government facilities.
From 1988 until 1997, Mr. Howell was Secretary/Treasurer of H&N Constructors,
Inc. Mr. Howell serves as a Director of Royal Gold, Inc. and Lawson United
Corporation, and he has been a Director of the Company since February, 1986.

WILLIAM E. MERCER
Mr. Mercer, 56, has been a majority owner and has served as Chairman of the
Board and Chief Executive Officer ("CEO") of Southwest Guaranty Trust Company
National Association, a national banking association limited to trust powers
only, since December, 1989. He has been a Director of the Company since April,
1987.

KENNETH G. PUTTICK
Mr. Puttick, 50, is President, Director and Owner of Ken Puttick Buick-Cadillac,
in Vero Beach, Florida. Mr. Puttick has been in the retail automobile business
since 1968. He has owned and operated several retail and real estate businesses
simultaneously. Mr. Puttick has been a Director of the Company since January,
1995.

JAMES H. WEST
Mr. West, 43, was elected Vice President, Treasurer and CFO of the Company on
February 5, 1993. On January 7, 1994, Mr. West was elected Chief Operating
Officer ("COO"), and on August 8, 1994, he was elected Secretary, of the
Company. On November 17, 1994, he was elected President. From November, 1987 to
November, 1992, Mr. West was President of M.P.I.I., Inc. ("M.P.I.I.") which is
in the funeral, cemetery and insurance business. As of the date of this Proxy
Statement, Mr. West remains as President, COO and CFO. He has been a Director of
the Company since January, 1994.

ANDREW W. WILLIAMS
Mr. Williams, 45, is, and has been for the past eleven years, the President of
A.W.W., P.A. a private accounting firm in Vero Beach, Florida. Since August,
1990, he has served as Chairman and CEO of Equity Resource Group of Indian River
County, Inc. Mr. Williams is the President of Confidential Investment Services,
Inc. and Chairman of Atlantic Aquaculture Technologies, Inc. In addition, he
serves as a Director of First American Bank and Admiralty Bank. Mr. Williams was
elected Chairman of the Board in November, 1992 and has been a Director of the
Company since December, 1988. In September, 1994, Mr. Williams was elected CEO
of the Company.

There are no family relationships between any nominee or member of the
Board of Directors or executive officer of the Company. There are no
arrangements, agreements or understandings, to the knowledge of the Company, by
which any nominee for director is bound and pursuant to which he was selected as
a nominee.

INFORMATION CONCERNING OFFICERS AND DIRECTORS

MEETINGS AND COMPENSATION OF DIRECTORS

During fiscal year 1997, the Board of Directors held three meetings.
Each director of the Company has waived, indefinitely, his monthly fees and his
fees for attending meetings of the Board of Directors and each committee
thereof; however, all directors are reimbursed by the Company for out-of-pocket
expenses incurred by them in connection with their service on the Board and
committees thereof. No member of the Board, the Audit Committee or the
Compensation Committee attended less than 75% of the meetings held. The Board of
Directors does not have a nominating committee. Management nominees for director
are selected by a majority vote of the Board of Directors.

NONEMPLOYEE DIRECTOR STOCK OPTIONS

On January 30, 1996, the shareholders of the Company approved the 1996
Nonemployee Directors' Stock Option Plan (the "Nonemployee Director Plan") under
which each nonemployee director, upon his or her respective election or
reelection to the Board of Directors, is granted a nonqualified option to
purchase 20,000 shares of the Company's common stock at an option price equal to
100% of fair market value on the date of grant. Each option terminates upon the
expiration of ten years from the date of grant or three months after the
optionee ceases to be a director, whichever first occurs. An option may not be
exercised prior to the expiration of six months from the date of grant, subject
to certain exceptions specified in the Nonemployee Director Plan.

Pursuant to the provisions of the Nonemployee Director Plan, options
were granted to the following nonemployee directors on January 31, 1997, for
20,000 option shares each at an option price of $2.88 per share: T. Craig
Benson, S. Oden Howell, Jr., William E. Mercer and Kenneth G. Puttick.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which currently consists
of William E. Mercer, S. Oden Howell, Jr. and Kenneth G. Puttick, met one time
during the 1997 fiscal year. The functions of the Audit Committee are to review
the qualifications and independence of the

independent auditors; to recommend the appointment of the independent auditors;
to review the scope of the annual audit and the annual audit process; to review
the annual audited financial statements; and to report the activities of the
Audit Committee to the Board of Directors on a regular basis.

COMPENSATION COMMITTEE

The Compensation Committee ("Committee") of the Board of Directors
currently consists of S. Oden Howell, Jr., T. Craig Benson, Kenneth G. Puttick
and William E. Mercer. The Compensation Committee met two times during the 1997
fiscal year. The functions of the Committee are to review the compensation of
officers and other management personnel and to make recommendations concerning
such compensation. The Committee also administers certain employee benefit plans
of the Company which provide for administration by a Board committee.

NOMINATING COMMITTEE

The Board of Directors does not have a standing nominating committee or
a committee performing similar functions.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors, officers, and any persons holding more
than ten percent of the Company's common stock to report their initial ownership
of the Company's common stock and any subsequent changes in that ownership to
the Securities and Exchange Commission ("SEC"), and to provide copies of such
reports to the Company. Based upon the Company's review of copies of such
reports received by the Company and written representations of its directors,
officers, and certain beneficial owners of stock, the Company believes that
during the year ended August 31, 1997, all Section 16(a) filing requirements
were satisfied.

EXECUTIVE OFFICERS

The following persons were, as of the date of this Proxy Statement,
either (i) the executive officers or (ii) officers who are significant employees
of the Company. Each such officer serves at the pleasure of the Board of
Directors. Other than that certain Employment Agreement ("Agreement"), dated
July 7, 1994, by and between James H. West, as employee, and the Company, there
exists no employment agreements between the Company and any current officer of
the Company. With respect to the Agreement, the Company agrees to continue to
employ Mr. West as its COO and CFO for a minimum annual salary of $140,000, plus
a company car, health insurance and other benefits generally available to the
Company's employees. The Company also agreed to reimburse Mr. West for any
moving expenses and to provide him with a bridge loan to enable him to purchase
a home in Vero Beach, Florida. By the terms of the Agreement, the bridge loan is
secured by certain real estate owned by Mr. West, and said loan is to be repaid
upon liquidation of such real estate. The Agreement contains covenants not to
compete, as well as a confidentiality covenant. The term of the Agreement is for
one year and is renewed automatically for additional one-year terms, unless
terminated earlier. Either party may terminate the Agreement upon thirty days
prior written notice, and the Company may terminate Mr. West's employment

without such notice, for cause. In the event the Company terminates Mr. West's
employment for any reason other than for cause, then the Company must pay to Mr.
West, as severance, a lump sum payment equal to the total amount of his annual
salary. For the first year of the Agreement, Mr. Andrew Williams personally
guaranteed the obligations of the Company to Mr. West.

- --------------------------------------------------------------------------------------------------------------------
NAME AGE OFFICER SINCE POSITION WITH COMPANY
- --------------------------------------------------------------------------------------------------------------------

Andrew W. Williams 45 November, 1992 Chairman of the Board and
Chief Executive Officer
- --------------------------------------------------------------------------------------------------------------------
James H. West 43 February, 1993 President, Chief Operating
Officer and Chief Financial Officer
- --------------------------------------------------------------------------------------------------------------------
Kelly S. McMakin 36 November, 1994 Treasurer, Secretary, and
Vice President
- --------------------------------------------------------------------------------------------------------------------

See "Election of Directors" for the business background of Messrs.
Williams and West.

KELLY S. MCMAKIN
Mr. McMakin, 36, was elected Vice President and Treasurer of the Company on
November 17, 1994, and on February 6, 1995, he was elected Secretary of the
Company. From June, 1993, to the present, Mr. McMakin has been Controller of the
Company. From May, 1988, through May, 1993, Mr. McMakin was Controller of
M.P.I.I. As of the date of this Proxy Statement, Mr. McMakin remains as Vice
President, Secretary and Treasurer of the Company.

There are no arrangements, agreements or understandings, to the
knowledge of Company, by which any of the persons described above was selected
as an officer.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation
for the Company's Chief Executive Officer and for any executive officer whose
aggregate remuneration was $100,000 or more for the fiscal year ended August 31,
1997 ("Named Officer"):

SUMMARY COMPENSATION TABLE

- ------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL FISCAL YEAR ANNUAL BONUS ($) OTHER ANNUAL
POSITION COMPENSATION COMPENSATION
SALARY ($) ($)(4)
- ------------------------------------------------------------------------------------------------------------

James H. West, 1997 $183,700(1) $80,000 $ 0
President, COO and 1996 $181,731 $65,000 $ 0
CFO 1995 $155,935 $17,500 $ 0
- ------------------------------------------------------------------------------------------------------------
Andrew W. Williams 1997 $105,241(2) $67,500 $ 0
CEO 1996 $100,731 $27,500 $ 0
1995 $ 65,923
- ------------------------------------------------------------------------------------------------------------
Kelly S. McMakin 1997 $ 76,069(3) $40,000 $ 0
Vice President, 1996 $ 70,000 $15,492 $ 0
Secretary and 1995 $ 57,000
Treasurer
- ------------------------------------------------------------------------------------------------------------

For the years ended August 31, 1997, 1996, and 1995, the Company granted no
restricted stock awards, stock appreciation rights ("SARs"), long-term incentive
plan ("LTIP") awards or any other form of long-term compensation to the Named
Officers listed above.

(1) Includes $8,476.92 contributed by Mr. West toward Mr. West's Plan
(defined below) and $4,238.45 contributed by the Company toward Mr. West's Plan.

(2) Includes $9,649.23 contributed by Mr. Williams toward Mr. William's
Plan and $2,855.74 contributed by the Company toward Mr. William's Plan.

(3) Includes $5,000 contributed by Mr. McMakin toward Mr. McMakin's
Plan and $2,223.11 contributed by the Company toward Mr. McMakin's Plan.

(4) Perquisites and other personal benefits received by the Named
Officers are not included because the aggregate amount of such compensation does
not exceed the lesser of $50,000 or 10% of the total amount of annual salary and
bonus for such Named Officer.

Except for Mr. West's employment agreement, as set forth in the
"Executive Officers" section, there are no employment agreements in effect.
Non-cash remuneration to all officers and directors as a group, did not exceed
$25,000 in the aggregate. Other than the Company's 401(k) plan ("Plan") which
was established during the last fiscal year, the Company has no long term
incentive plan, pension plan or other plan as defined by the rules and
regulations of the SEC except for the Nonemployee Director Plan described above
and the Inventive Plan described below.

STOCK OPTIONS

The Incentive Plan was adopted by the Board of Directors of the Company
on October 26, 1995, and was approved by the stockholders on January 30, 1996.
Under the Incentive Plan, employees are periodically granted market-based
awards, including nonqualified stock options, incentive stock options, stock
appreciation rights ("SARs"), restricted stock and performance share awards.
Such awards are granted to those individuals whose judgment, initiative, and
efforts are responsible for the success of the Company. Each individual award is
established by an award

agreement with the participant which sets forth the terms and conditions
applicable to such award. The exercise price of an option and any SARs, which
are determined at the time of the grant, may not be less than the fair market
value of the shares subject thereto on the date of grant.

The following table lists options and SARS granted to each Named
Officer during fiscal year 1997. The Company has not granted SARS to any of the
Named Officers.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS

- ----------------------------------------------------------------------------------------------------------------
NAME NO. SECURITIES % OF TOTAL OPTIONS EXERCISE FMV OF EXPIRATION DATE
UNDERLYING GRANTED TO OR OPTION
OPTIONS/SARS EMPLOYEES AND BASE PRICE AS OF DATE
GRANTED NON-EMPLOYEE ($/SH) OF AWARD
DIRECTORS IN
FISCAL YEAR(3)
- ----------------------------------------------------------------------------------------------------------------

Andrew W. 100,000 (1) 28% $2.66 $2.66 11-13-2006
Williams, 150,000 (2) $4.00 $4.00 06-25-2006
CEO
- ----------------------------------------------------------------------------------------------------------------
James W. 75,000 (1) 17% $2.66 $2.66 11-13-2006
West, 75,000 (2) $4.00 $4.00 06-25-2006
President,
CFO, COO
- ----------------------------------------------------------------------------------------------------------------
Kelly S. 25,000 (1) 6% $2.66 $2.66 11-13-2006
McMakin, 30,000 (2) $4.00 $4.00 06-25-2006
Vice-
President,
Secretary,
Treasurer
- ----------------------------------------------------------------------------------------------------------------

(1) Reflects nonqualified options granted under the Incentive Plan.
Such options were granted at fair market value of the common stock on the date
of grant.

(2) Reflects nonqualified non plan options. Such options were granted
at fair market value of the common stock on the date of grant. The stock options
granted herein will vest if the common stock meets certain target price levels
on or before June 25, 2002. If the market price of the common stock exceeds or
equals the following target price for 20 consecutive trading days, the stock
options will vest as follows:

TARGET SHARE PRICE OPTION VESTING
$ 5.00 25%
$ 7.50 25%
$10.00 25%
$12.50 25%

(3) Based upon a total of 889,500 options granted to employees and
non-employee directors in fiscal 1997.

AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

The following table lists all options and SARs exercised during fiscal
1997 by each Named Officer. The Company has not granted SARs to any of the Named
Officers.

- -------------------------------------------------------------------------------------------------------------------------
NAME SHARES VALUE NUMBER OF SECURITIES VALUE OF
ACQUIRED ON REALIZED ($) UNDERLYING UNEXERCISED UNEXERCISED
EXERCISE (#) OPTIONS/SARS IN-THE-MONEY
AT FY-END (#) OPTIONS/SARS
EXERCISABLE/ AT FY-END ($)
UNEXERCISABLE EXERCISABLE/
UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------------

Andrew W. 0 0 75,000 (1) 76,125/76,125 (3)
Williams, CEO [37,500/37,500]
100,000 (1) 39,000/39,000 (4)
[50,000/50,000]
150,000 (2) 0
[0/150,000]
- -------------------------------------------------------------------------------------------------------------------------
James H. West, 0 0 75,000 (1) 29,250/29,250 (4)
President, COO, [37,500/37,500]
CFO and Director 75,000 (2) 0
[0/75,000]
- -------------------------------------------------------------------------------------------------------------------------
Kelly S. McMakin, 0 0 15,000 (1) 15,225/15,225 (3)
Vice-President, [7,500/7,500]
Secretary and 25,000 (1) 9,750/9,750 (4)
Treasurer [12,500/12,500]
30,000 (2) 0
[0/30,000]
- -------------------------------------------------------------------------------------------------------------------------

(1) Reflects nonqualified stock options granted under the
Incentive Plan.

(2) Reflects nonqualified stock options granted under non plan
options.

(3) The value of exercisable, but unexercised, options and
unexercisable options is based on a price of $1.41 per share
as of August 31, 1997 and a market price of $3.44 as of August
31, 1997.

(4) The value of exercisable, but unexercised, options and
unexercisable options is based on a price of $2.66 per share
as of August 31, 1997 and a market price of $3.44 as of August
31, 1997.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since September 1, 1994, through the date of this Proxy Statement,
there were no transaction or series of transactions, to the knowledge of the
Company, to which the Company or any of its subsidiaries was a party, in which
the amount involved exceeded $60,000 and in which any affiliate of the Company,
officer, executive officer, director, nominee for director, record holder,
beneficial security holder owning 5% or more of any class of the Company's
voting securities, or

any member of the immediate family of any of the foregoing persons, had a direct
or indirect material interest, except as described below:

(1) Mr. Benson, a director of the Company, is an officer of Service
Corporation International ("SCI"). The Company provides SCI with credit card and
charge card processing services to its funeral and cemetery divisions. The
Company provides SCI credit card processing services on the same terms and
conditions as it would for unaffiliated parties with similar volumes of
business. The Company received estimated net revenues of $217,000 from SCI (as
reported by the Company on its 10-KSB for fiscal year 1997) for these services
during fiscal year 1997.

(2) On August 28, 1994, pursuant to the Agreement, as set forth in the
"Executive Officers" Section, the Company committed to loan $70,000, bearing an
interest rate of 7.75% per annum, to James H. West, President, COO and CFO, of
which $57,000 was advanced on the date of the loan. On November 7, 1994 the
Company advanced to Mr. West an additional $5,000 under the terms of the
original $70,000 commitment. On January 28, 1997, the Company increased the
total amount of the commitment from $70,000 to $100,000. The loan is secured by
real estate owned by Mr. West and will be repaid upon liquidation of the real
estate. As of August 31, 1997, the balance on this note, including interest, was
approximately $90,000.

(3) The Company has contracted to purchase on or about January 5, 1998
from Alvin W. Wunderlich, Jr., Trustee of the Alvin W. Wunderlich, Sr., Trust
Number 1, the premises located at 8075 20th Street, Vero Beach, Florida for a
purchase price equal to $500,000.00 cash and 30,000 shares of the Company's
common stock. The trustee of the trust, who is the seller in such transaction,
is the father-in-law of Andrew W. Williams; however, Mr. Williams' spouse and
the siblings of Mr. Williams' spouse are the beneficiaries named under said
trust.

In the opinion of management of the Company, these transactions were
negotiated at arm's length and involve either market, or better than market,
commercial terms and conditions under the circumstances then existing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth as of November 28, 1997 information with
respect to those persons who owned (as reflected in the stock transfer records
of the Company and otherwise to the Company's knowledge) beneficially 5% or more
of the common stock of the Company. All shares are subject to the named person's
sole voting and investment power, except as set forth below.

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK
- ------------------- -------------------- ------------

Lance Laifer 2,035,129 (1) 24% (1)
45 West 45th Street
New York, New York 10036

Andrew W. Williams 1,291,520 (2) 15% (2)
616 Azalea Lane
Vero Beach, FL 32963

Kenneth G. Puttick 1,135,000 (3) 13% (3)
210 Osprey Court
Vero Beach, FL 32963

(1) Lance Laifer, as president, sole director and principal stockholder
of Laifer Capital Management, Inc., is deemed to have the same beneficial
ownership as Laifer Capital Management, Inc. The 2,035,129 shares of Company
common stock beneficially owned by Laifer Capital Management, Inc. include (i)
1,156,829 shares of common stock beneficially owned by Laifer Capital
Management, Inc. in its capacity as general partner and investment advisor to
Hilltop Partners, L.P. ("Hilltop"); and (ii) 267,300 shares of common stock
beneficially owned by Laifer Capital Management, Inc. in its capacity as
investment advisor to Hilltop Offshore, Ltd. ("Offshore").

Laifer Capital Management, Inc. (i) has the sole power to vote and to
direct the voting of and to dispose and direct the disposition of the 1,156,829
shares of common stock beneficially owned by it in its capacity as the General
Partner of Hilltop, (ii) has sole power to vote and to direct the voting of
267,300 shares of common stock owned by Offshore and (iii) shares with Wolfson,
with an address at One State Street Plaza, New York, New York 10004-1505
("Wolfson"), the power to dispose and direct the disposition of 611,000 shares
of common stock owned by Laifer Capital Management, Inc. in its capacity as
investment advisor to Wolfson.

(2) Includes 199,300 shares owned jointly with Mr. Williams' wife,
2,160 shares held by Mr. Williams as Custodian for his minor son, Theodore J.
Williams, 524,470 shares and 27,190 warrants owned by Equity Resource Group of
Indian River County, Inc., of which Mr. Williams is President, Director, and
majority owner, 77,000 shares owned by Confidential Investment Services, Inc.,
of which Mr. Williams is sole owner and 175,000 stock options granted to Mr.
Williams under the Incentive Plan, 106,250 of which Mr. Williams has the right
to acquire within sixty (60) days of the date of the proxy statement, and
150,000 non-plan stock options, twenty-five percent (25%) of which Mr. Williams
has the right to acquire within sixty (60) days of the date of this proxy
statement.

(3) Includes 200,000 shares held by Mr. Puttick as Trustee for his
minor children and 637,000 shares held by Puttick Enterprises, of which Mr.
Puttick is President, Director and owner. Includes 40,000 shares which Mr.
Puttick has the right to acquire within sixty (60) days of the date of this
proxy statement under the terms of the Nonemployee Director Plan.

The Company is not aware of any arrangement or pledge of securities of the
Company by any person which may at a date subsequent to the date of these proxy
materials result in a change of control of the Company.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth as of November 28, 1997 information (as
reflected in the stock transfer records of the Company and otherwise to the
Company's knowledge) with respect to (i) each director and nominee, (ii) each
executive and significant officer of the Company named in the Summary
Compensation Table herein, and (iii) all directors and such officers as a group.
All shares are subject to the named person's sole voting and investment power
except, as set forth below.

Andrew W. Williams 1,291,520 (1) 15% (1)
616 Azalea Lane
Vero Beach, FL 32963

Kenneth G. Puttick 1,135,000 (2), (3) 13% (2), (3)
210 Osprey Court
Vero Beach, FL 32963

William E. Mercer 240,000 (3) 3% (3)
2121 Sage Road,
Suite 150
Houston, TX 77056

S. Oden Howell, Jr. 298,300 (3) 4% (3)
2603 Grassland Drive
Louisville, KY 40299

T. Craig Benson 305,000 (3) (4) 4% (3)
1929 Allen Parkway
Houston, TX 77219

James H. West 425,321 (5) 5% (5)
1705 Sand Dollar Way
Vero Beach, FL 32963

Kelly S. McMakin 126,500 (6) 1% (6)
15 Royal Palm Blvd.
Vero Beach, FL 32960

All Directors, Executive 3,821,641 (7) 45% (7)
and Significant Officers
as a group

(1) Includes 199,300 shares owned jointly with Mr. Williams' wife,
2,160 shares held by Mr. Williams as Custodian for his minor son, Theodore J.
Williams, 524,470 shares and 27,190 warrants owned by Equity Resource Group of
Indian River County, Inc., of which Mr. Williams is President, Director, and
majority owner, 77,000 shares owned by Confidential Investment Services, Inc.,
of which Mr. Williams is sole owner and 175,000 stock options granted to Mr.
Williams under the Incentive Plan, 106,250 of which Mr. Williams has the right
to acquire within sixty (60) days of the date of the proxy statement, and
150,000 non-plan stock options, 37,500 of which Mr. Williams has the right to
acquire within sixty (60) days of the date of this proxy statement.

(2) Includes 200,000 shares held by Mr. Puttick as Trustee for his
minor children and 637,000 shares held by Puttick Enterprises, of which Mr.
Puttick is President, Director and owner.

(3) Includes 40,000 shares which said individual has the right to
acquire within sixty (60) days of the date of this proxy statement under the
terms of the Nonemployee Director Plan.

(4) Includes 50,000 stock options granted to Mr. Benson under a
non-plan agreement with the Company, fifty percent (50%) of which Mr. Benson has
the right to acquire within sixty (60) days of this proxy statement.

(5) Includes (i) 75,000 stock options granted to Mr. West under the
Incentive Plan, fifty percent (50%) of which Mr. West has the right to acquire
within sixty (60) days of this proxy statement, and (ii) 75,000 non-plan stock
options, twenty-five percent (25%) of which Mr. West has the right to acquire
within sixty (60) days of this proxy statement.

(6) Includes (i) 40,000 stock options granted to Mr. McMakin under the
Incentive Plan, 23,750 of which Mr. McMakin has the right to acquire within
sixty (60) days of this proxy statement, and (ii) 30,000 non-plan stock options,
twenty-five percent (25%) of which Mr. McMakin has the right to acquire within
sixty (60) days of this proxy statement.

(7) The shares shown for all directors and all executive and
significant officers as a group include 416,250 shares which they have the right
to acquire within sixty (60) days of this proxy statement under the terms of the
Nonemployee Director Plan, the Incentive Plan, or non-plan agreements with the
Company. In addition, this total includes 365,940 options that the directors and
officers do not have the right to acquire within sixty (60) days of this proxy
statement.

PROPOSED AMENDMENT TO INCENTIVE PLAN

The Board of Directors, by resolution, unanimously adopted on October
23, 1997, declared advisable and proposed the Amendment to Section 4 of the
Company's Incentive Plan increasing the aggregate number of shares that may be
subject to awards under the Incentive Plan from 500,00 shares to 1,000,000
shares of common stock of the Company. If the Amendment is approved by the
shareholders, Section 4 will read as follows:

"Section 4

LIMITATION OF NUMBER OF SHARES

Subject to the adjustment provisions of Section 8 or 9 hereof, the
aggregate number of shares that may be subject to Awards under this Plan shall
not exceed 1,000,000 shares of Common Stock."

Of the 500,000 shares currently subject to awards under the Incentive
Plan, as of November 28, 1997, there were 1,250 shares of common stock
outstanding and 498,750 shares reserved for issuance. The Company is proposing
to increase the number of shares subject to award under the Incentive Plan to
continue to benefit the shareholders by encouraging and rewarding high levels of
performance by individuals who are key to the success of the Company by
increasing the proprietary interest of such individuals in the Company's growth
and success. The issuance by the Company of shares of common stock may dilute
the present equity ownership position of current holders of common stock and may
be made without shareholder approval, unless otherwise required by applicable
laws of stock exchange regulations.

The Board of Directors recommends that the shareholders vote FOR the
proposed Amendment to the Incentive Plan. Adoption of the Amendment requires a
vote in favor thereof by a majority of the shares entitled to vote thereon.

APPOINTMENT OF AUDITORS

Since approval of the appointment of auditors is not a matter which is
required to be submitted to a vote of stockholders, the Board of Directors of
the Company has appointed the firm of Ernst & Young LLP to audit the accounts of
the Company for the 1998 fiscal year. Representatives of Ernst & Young LLP are
not expected to be present at the Annual Meeting of Stockholders. Therefore,
such representatives will not have the opportunity to make a statement; however,
they will be available, via telephone, to respond to appropriate questions.

STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING

The Company anticipates that the next Annual Meeting of Stockholders
will be held in January, 1999. In order for a stockholder's proposal to be
considered for inclusion in the Company's proxy statement for that meeting, the
proposal must be received by the Company no later than August 26, 1998. Any
proposal should be sent to the Company to the attention of the Corporate
Secretary. The proposal must be in compliance with then existing rules and
regulations of the SEC and applicable provisions of Delaware corporate law.

ANNUAL REPORTS

THE ANNUAL REPORT FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-KSB, INCLUDING REQUIRED FINANCIAL STATEMENTS AND SCHEDULES
BUT EXCLUDING OTHER EXHIBITS IS BEING FURNISHED IN THE 1997 ANNUAL REPORT TO
STOCKHOLDERS. A list of excluded exhibits accompanies the Form 10-KSB. A copy of
the Company's annual report on Form 10-KSB including any financial statement and
exhibits thereto may be obtained without charge by written request to Kelly S.
McMakin, Secretary, Florafax International, Inc., 8075 20th Street, Vero Beach,
Florida 32966.

PROXY SOLICITATION

The expenses of this proxy solicitation, including the cost of
preparing and mailing these proxy materials, will be paid by the Company.
Expenses may include the charges and expenses of banks, brokerage firms, and
other custodians, nominees or fiduciaries for forwarding proxies and proxy
materials to beneficial owners of the Company's common stock. Solicitation may
be made by mail, telephone, telegraph and personal interview by officers and
employees of the Company who will not be additionally compensated therefore, but
who may be reimbursed for their out-of-pocket expenses in connection therewith.

The Company requests persons such as brokers, nominees, and fiduciaries
holding stock in their names for others, or holding stock for others who have
the right to give voting instructions, to forward proxy materials to their
principals and to request authority for the execution of the proxy, and the
Company shall reimburse such persons for their reasonable expenses.

OTHER MATTERS

The Board of Directors of the Company knows of no matter other than
those matters listed in the notice of Annual Meeting of Stockholders which will
be brought before the Annual Meeting for a vote of the stockholders. If any
other matter properly comes before the Annual Meeting for a stockholders' vote,
the persons named in the enclosed proxy will vote in their discretion on each
such matter according to their best judgment in the interest of the Company.

The information contained in this Proxy Statement is to the best
knowledge of the Company, and the information contained herein with respect to
the directors, nominees for director, executive officers and principal
stockholders is based upon information which these individuals have provided to
the Company.

It is important that your stock be represented at this meeting,
regardless of the number of shares held by you. Your vote is important. Please
sign, date and return the enclosed proxy promptly. For your convenience, a
return envelope is enclosed requiring no additional postage if mailed within the
United States.

By Order of the Board of Directors

APPENDIX TO PROXY STATEMENT

1. Form of Proxy.

19
Appendix A

REVOCABLE PROXY

FLORAFAX INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Andrew W. Williams and
S. Oden Howell, Jr., and each or either of them, lawful attorneys and proxies of
the undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to attend the annual meeting of stockholders of
Florafax International, Inc., (herein the "Company") to be held at the Bent Pine
Country Club, 6001 Clubhouse, Vero Beach, Florida, 32967, on the 27th day of
January, 1998 at 5:00 p.m., Eastern Standard Time, and any adjournment(s) or
postponements thereof, with all powers the undersigned would possess if
personally present and to vote thereat, as specified herein, the number of
shares the undersigned would be entitled to vote if personally present.

In accordance with their discretion, said attorneys and proxies are
authorized to vote upon such other business as may properly come before the
meeting or any adjournments or postponements thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

Every properly signed proxy will be voted in accordance with the
specifications made hereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 and 2. THESE MATTERS ARE PROPOSED BY THE COMPANY. ALL PRIOR
PROXIES ARE HEREBY REVOKED.

PROPOSAL 1: THE ELECTION AS DIRECTORS OF ALL PROPOSAL 2: TO APPROVE THE AMENDMENT TO THE
NOMINEES LISTED (EXCEPT AS MARKED TO THE COMPANY'S MANAGEMENT INCENTIVE STOCK PLAN.
CONTRARY BELOW):

T. Craig Benson, S. Oden Howell, Jr., William E. Mercer,
Kenneth G. Puttick, James H. West and Andrew W. Williams

PROPOSAL 3: TO TRANSACT SUCH OTHER BUSINESS AS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY MAY PROPERLY COME BEFORE THE MEETING OR ANY
INDIVIDUAL NOMINEE MARK "FOR ALL EXCEPT" AND WRITE THAT ADJOURNMENT OR POSTPONEMENT THEREOF
NOMINEE'S NAME IN THE SPACE BELOW).

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

(Please sign exactly as your name appears hereon.
When signing as attorney, executor, administrator,
trustee, guardian, etc., give full title as such.
For joint accounts, each joint owner should sign.)
This Proxy will also be voted in accordance with
the discretion of the proxies or proxy on any
other business. Receipt is hereby acknowledged of the
Notice of Annual Meeting and Proxy Statement of the
Company dated December 18, 1997.

Dated
-----------------------------------------------

------------------------------------------------------
(Signature)

------------------------------------------------------
(Signature if held jointly)

PLEASE MARK INSIDE BOXES SO THAT PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
DATA PROCESSING EQUIPMENT WILL CARD USING THE ENCLOSED ENVELOPE
RECORD YOUR VOTES