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                                                                   EXHIBIT 10.2




                               FIRST AMENDMENT TO
                         MANAGEMENT INCENTIVE STOCK PLAN

         WHEREAS, of the 500,000 shares currently subject to awards under that
certain Management Incentive Stock Plan ("Incentive Plan") of Florafax
International, Inc. ("Company") dated effective January 30, 1996, as of November
28, 1997, there were 1,250 shares of common stock outstanding and 498,750 shares
reserved for issuance; and

         WHEREAS, the Company has proposed to increase the number of shares
subject to awards under the Incentive Plan to continue 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.

         NOW, THEREFORE, in accordance with Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Act"), and Section 6 of the Incentive
Plan, the undersigned Compensation Committee of the Board of Directors of the
Company ("Committee") adopts the following amendment to the Incentive Plan:

         FIRST: Section 4 is amended to read in its entirety 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."

         In all other respects the Incentive Plan remains in full force and
         effect.

         We, the undersigned members of the Committee do hereby certify that
this First Amendment to Management Incentive Stock Plan ("Amendment") was duly
adopted in accordance with the Act and Incentive Plan.

         IN WITNESS WHEREOF, we have signed this Amendment on this 5th day of
February, 1998.



ATTEST:                                   /s/ S. Oden Howell
                                          --------------------------------------
                                          S. Oden Howell, Committee member


 /s/ Kelly S. McMakin                     /s/ T. Craig Benson
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Kelly S. McMakin, Secretary               T. Craig Benson, Committee member


                                          /s/ Kenneth G. Puttick
                                          --------------------------------------
                                          Kenneth G. Puttick, Committee member


                                          /s/ William E. Mercer
                                          --------------------------------------
                                          William E. Mercer, Committee member