SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the registrant [x]
Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

L. LURIA & SON, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

L. LURIA & SON, INC.
-------------------------------------------
(Name of Persons(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transactions apply:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0 -11:

(4) Proposed maximum aggregate value of transaction:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

L. LURIA & SON, INC.
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 6, 1996
------------------------

To Our Shareholders:

The Annual Meeting of Shareholders of L. Luria & Son, Inc. (the 'Company')
will be held at the Wimbledon Room, Don Shula's Hotel, Main Street, Miami Lakes,
Florida 33014, on June 6, 1996 at 9:00 A.M., local time, for the following
purposes:

1. To elect two Directors of the Company, both of whom will be elected
by the holders of Class B Stock, to serve until the annual meeting of
shareholders to be held in 1999, and until their respective successors are
duly elected and qualified;

2. To consider and vote upon a proposal to ratify the Company's 1996
Stock Option Plan;

3. To consider and vote upon a proposal to ratify the appointment of
Deloitte & Touche LLP as independent auditors of the Company for the
current fiscal year; and

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

All shareholders are cordially invited to attend, although only
shareholders of record at the close of business on April 8, 1996 will be
entitled to vote at the meeting or any adjournment thereof.

NANCY LURIA-COHEN
SECRETARY

Miami Lakes, Florida
May 3, 1996

A FORM OF PROXY AND THE ANNUAL REPORT OF L. LURIA & SON, INC. FOR THE
FISCAL YEAR ENDED FEBRUARY 3, 1996 ARE ENCLOSED. TO ENSURE THAT YOUR SHARES WILL
BE VOTED AT THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE PAID ENVELOPE.
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN THE EVENT YOU ATTEND
THE MEETING.

L. LURIA & SON, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 6, 1996

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

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of L. Luria & Son, Inc. (the 'Company'), to be
voted at the 1996 Annual Meeting of Shareholders of the Company (the 'Meeting')
to be held at 9:00 A.M., local time, June 6, 1996 at the Wimbledon Room, Don
Shula's Hotel, Main Street, Miami Lakes, Florida 33014, for the purposes set
forth in the preceding notice.

You may revoke your proxy at any time prior to its use by delivering a
written notice to the Secretary of the Company, by executing a later-dated proxy
or by attending the Meeting and voting in person. Proxies in the form enclosed,
unless previously revoked, will be voted at the Meeting in accordance with the
specifications made thereon or, in the absence of such specifications, (i) FOR
the nominees for Director designated by the Directors, (ii) FOR the proposal to
ratify the adoption of the 1996 Stock Option Plan, and (iii) FOR the proposal to
ratify the appointment of Deloitte & Touche LLP as independent auditors. The
Board of Directors of the Company has fixed the close of business on April 8,
1996, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Meeting and at any adjournment thereof.

The complete mailing address of the Company's principal executive offices
is 5770 Miami Lakes Drive, Miami Lakes, Florida 33014. The approximate date on
which this proxy statement and the form of proxy were first sent or given to the
shareholders of the Company was May 3, 1996.

OUTSTANDING SHARES AND VOTING RIGHTS

Only the holders of shares of common stock, $.01 par value per share
('Common Stock'), and Class B stock, $.01 par value per share ('Class B Stock'),
at the close of business on April 8, 1996 are entitled to vote at the Meeting.
At the close of business on April 8, 1996, there were 4,082,986 shares of Common
Stock outstanding. In addition, on such date there were 1,340,528 shares of
Class B Stock outstanding. Except for the election of Directors where Common
Stock and Class B Stock each vote as a separate class, holders of record of
Common Stock will be entitled to one vote for each share held and holders of
record of Class B Stock will be entitled to ten votes for each share held, on
all matters presented at the Meeting. Therefore, the holders of Class B Stock
are entitled to approximately 77% of the votes on all matters other than the
election of Directors. The presence in person or by proxy of a majority of the
shares entitled to vote at the Meeting shall constitute a quorum at the Meeting,
except for matters which require a separate class vote, such as the election of
Directors. A majority of the shares of Class B Stock shall constitute a quorum
for the election of each of the Directors representing holders of Class B Stock.
The nominees receiving the greatest number of votes of Class B Stock present or
represented at the Meeting

voting separately as a class shall be elected as Directors. The affirmative vote
of a plurality of votes cast by the shares of Common Stock and Class B Stock
present or represented at the Meeting and voting together is required for
approval of the proposal to ratify the Company's 1996 Stock Option Plan and of
the proposal to ratify the appointment of Deloitte and Touche LLP as independent
auditors for the current fiscal year. Abstentions are considered as shares
present and entitled to vote for purposes of determining the presence of a
quorum and for purposes of determining the outcome of any matter submitted to
the shareholders for a vote, but are not counted as votes 'for' or 'against' any
matter. The inspector of elections will treat shares referred to as 'broker or
nominee non-votes' (shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
and the broker or nominee does not have discretionary voting power on a
particular matter) as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. For purposes of determining the outcome
of any matter as to which the proxies reflect broker or nominee non-votes,
shares represented by such proxies will be treated as not present and not
entitled to vote on that subject matter and therefor would not be considered by
the inspectors when counting votes cast on the matter (even though those shares
are considered entitled to vote for quorum purposes and may be entitled to vote
on other matters). If less than a majority of the outstanding shares of Common
Stock are represented at the Meeting, a majority of the shares so represented
may adjourn the Meeting from time to time without further notice.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 8, 1996 the number of shares of
Common Stock and Class B Stock of the Company which were owned beneficially by
(i) each person who is known by the Company to own beneficially more than 5% of
its Common Stock or Class B Stock, (ii) each Director and nominee for Director,
(iii) each of the named executive officers listed in the Summary Compensation
Table (see 'Executive Compensation') and (iv) the officers and Directors of the
Company as a group:

COMBINED VOTING
POWER OF
NAME AND ADDRESS OF NUMBER AND (PERCENT) NUMBER AND (PERCENT) COMMON STOCK AND
BENEFICIAL OWNER(1) COMMON STOCK CLASS B STOCK CLASS B STOCK
- -------------------------------------------- --------------------- --------------------- ----------------

Leonard Luria(2)(3)......................... 1,050 (*) 419,800 (31.2%) 23.9%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

Peter P. Luria(4)(5)(6)..................... 226,590 (5.6%) 290,000 (21.5%) 17.8%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

Nancy Luria-Cohen(5)(7)(8)(9)............... 15,929 (*) 280,048 (20.8%) 16.1%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

Henry S. Luria(5)(7)(10)(11)................ 704 (*) 168,054 (12.5%) 9.6%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

Gloria Luria(11)(12)........................ 20 (*) 227,457 (16.9%) 13%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

Edwin D. Marks(12).......................... 17,311 (*) 127,457 (9.5%) 7.4%
182 Fairchild Avenue
Plainview, New York 11803

Sydney A. Luria, Esq.(13)................... 23,425 (*) -0- (0%) (*)
Carb, Luria, Glassner, Cook & Kufeld
529 Fifth Avenue
New York, New York 10017

Harry J. Diven, Jr.(14)..................... 5,333 (*) -0- (0%) (*)
315 West 70th Street
New York, New York 10023

Gerald Nathanson(15)........................ 400,000 (9.8%) -0- (0%) 2.3%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

Jorgen Petersen............................. -0- (0%) -0- (0%) 0%
Swoboda International
Manufacturing Co., Inc.
330 5th Avenue
New York, New York 10001

Jeremy R. Serwer(16)........................ 2,000 (*) -0- (0%) (*)
The Serwer Company
133 Laurel Drive
Needham, Massachusetts 02192

Cynthia Cohen Turk(17)...................... 2,000 (*) -0- (0%) (*)
MARKETPLACE 2000
1001 South Bayshore Drive
Miami, Florida 33131

Craig Kurlander............................. -0- (0%) -0- (0%) (0%)
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

Richard Loebl............................... -0- (0%) -0- (0%) 0%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014

Franklin Resources, Inc.(18)................ 438,630 (10.8%) -0- (0%) 2.5%
777 Mariners Island Blvd.
San Mateo, California 94404

Dimensional Fund Advisors,
Inc.(18)(19)................................ 339,837 (8.3%) -0- (0%) 1.9%
1299 Ocean Avenue
Santa Monica, California 90401

Tweedy, Browne Company L.P.(20)............. 331,315 (8.1%) -0- (0%) 1.9%
52 Vanderbilt Avenue
New York, New York 10017

FMR Corp.(18)............................... 230,000 (5.6%) -0- (0%) 1.3%
82 Devonshire Street
Boston, Massachusetts 02109

All Directors and officers as a group
(15 persons(4)(7)(8)(9)
(12)(13)(14)(15)(16)(17) ).................. 718,638 (17.6%) 1,117,305 (83.0%) 67.8%

- ------------------------
(*) Less than 1%.

(1) All shares are owned directly unless otherwise indicated. Does not include
Common Stock vested under the Company's Tax Deferred Savings Plan.

(2) Does not include shares shown in the above tables as being owned by Leonard
Luria's wife, Gloria Luria, or his three adult children, Peter and Henry
Luria and Nancy Luria-Cohen, as to all of which shares Mr. Luria, an
officer and Director of the Company, disclaims beneficial ownership.

(3) Does not include such person's contingent beneficial ownership of 29,000
shares of Class B Stock held by the trust referred to in Note (6).

(4) Includes 280,048 shares of Class B Stock beneficially owned by Peter Luria
under a revocable trust created in 1995. Includes 225,000 shares of Common
Stock subject to presently exercisable stock options.

(5) Does not include such person's contingent beneficial ownership of 127,457
shares of Class B Stock held by the trust referred to in Note (12).

(6) Does not include such person's contingent beneficial ownership of 29,000
shares and 28,954 shares of Class B Stock held by the trusts referred to in
Notes (7) and (8), respectively, as to which shares Peter Luria, an officer
and Director of the Company, disclaims beneficial ownership.

(7) Includes 29,000 shares of Class B Stock beneficially owned by Nancy
Luria-Cohen, an officer of the Company, and Henry S. Luria as Co-Trustees
under an irrevocable intervivos trust created in 1990 by Leonard Luria for
the benefit of Leonard Luria as income beneficiary and Peter Luria as
contingent remainderman.

(8) Includes 28,954 shares of Class B Stock beneficially owned by Nancy
Luria-Cohen, an officer of the Company, and Henry S. Luria as Co-Trustees
under an irrevocable intervivos trust created in 1990 by Gloria Luria for
the benefit of Gloria Luria as income beneficiary and Peter Luria as
contingent remainderman.

(9) Includes 13,325 shares of Common Stock subject to presently exercisable
stock options, but does not include 1,800 shares of Common Stock owned by
Dan Cohen, the husband of Nancy Luria-Cohen, an officer of the Company, as
to which shares Ms. Luria-Cohen disclaims beneficial ownership.

(10) Does not include 1,800 shares of Class B Stock owned by Corinne Luria, the
wife of Henry S. Luria, as to which shares Henry S. Luria disclaims
beneficial ownership.

(11) Does not include such person's contingent beneficial ownership of 28,954
shares of Class B Stock held by the trust referred to in Note (8).

(12) Includes 127,457 shares of Class B Stock beneficially owned by Gloria
Luria, an officer of the Company, and Edwin D. Marks, a Director of the
Company, as Co-Trustees under an irrevocable intervivos trust created in
1972 by Leonard Luria for the benefit of Gloria Luria. Peter and Henry
Luria and Nancy Luria-Cohen are contingent beneficiaries of the Trust and
therefore may be deemed to be beneficial owners of the shares held by the
Trust and includes 2,000 shares of Common Stock subject to presently
exercisable stock options.

(13) Includes 21,425 shares of Common Stock beneficially owned by Sydney A.
Luria, a Director of the Company, and Paula Caplan and Phillip Luria as
Trustees under a Trust created pursuant to the will of Lucille Luria.
Includes 2,000 shares of Common Stock subject to presently exercisable
stock options.

(14) Includes 5,333 shares of Common Stock subject to presently exercisable
stock options.

(15) Includes 400,000 shares of Common Stock subject to presently exercisable
stock options.

(16) Includes 2,000 shares of Common Stock subject to presently exercisable
stock options.

(17) Does not include 200 shares of Common Stock owned by Harry Turk, the
husband of Cynthia Cohen Turk, a Director of the Company, as to which
shares Ms. Turk disclaims beneficial ownership. Includes 2,000 shares of
Common Stock subject to presently exercisable stock options.

(18) Based upon most recent Schedule 13G filing.

(19) Dimensional Fund Advisors, Inc. ('Dimensional'), a registered investment
advisor, is deemed to have beneficial ownership of 339,837 shares of Common
Stock of the Company as of December 31, 1995, all of which shares are held
in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disdains beneficial ownership of all such
shares.

(20) Based upon most recent Schedule 13D filing.

ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. Generally each class
is elected every third year. Directors who are voted into a class during the
term of the class may serve less than a three year term. Furthermore, the
Articles of Incorporation of the Company require that at least 25% of the
Directors of the Company must be elected by holders of Common Stock, with the
balance of the Directors of the Company elected by the holders of Class B Stock.

Of the two Directors to be elected, both are to be elected by the holders
of the outstanding Class B Stock. The persons named in the enclosed proxy will
vote shares of Class B Stock for the election of the nominees named below to
represent holders of Class B Stock, unless such proxy directs otherwise. The
nominees named below to represent holders of Class B Stock (Leonard Luria and
Edwin Marks) will serve until the annual meeting of shareholders to be held in
1999 and until their respective successors are duly elected and qualified. The
Board of Directors does not expect that any of the nominees named in this proxy
will be unable to stand for election, but, in the event that vacancies in the
slate of nominees should occur unexpectedly, the shares represented by the
proxies will be voted for substitutes chosen by the Board of Directors. No
nominee has been selected at this time to fill the position of Director
representing holders of Common Stock that will result from the expiration of the
term of Ms. Cynthia Cohen Turk; however, pursuant to the Company's bylaws, the
Board may increase its size to nine and fill the position at any time during the
year.

DIRECTORS AND NOMINEES

The following table sets forth certain information with respect to each
Director and nominee for election to the Board of Directors of the Company:

NAME DIRECTOR SINCE CURRENT TERM EXPIRES
- ---- -------------- --------------------
NOMINEES FOR DIRECTOR REPRESENTING HOLDERS OF THE CLASS B STOCK
Leonard Luria(1)(2)(3)(4)(5) 1961 1996 Annual Meeting
Edwin D. Marks 1972 1996 Annual Meeting

DIRECTORS REPRESENTING HOLDERS OF THE COMMON STOCK
Cynthia Cohen Turk 1992 1996 Annual Meeting
Sydney A. Luria(2) 1972 1997 Annual Meeting
Harry J. Diven, Jr. 1983 1998 Annual Meeting

DIRECTORS REPRESENTING HOLDERS OF THE CLASS B STOCK
Peter P. Luria(1)(2)(3)(4)(5) 1978 1998 Annual Meeting
Gerald Nathanson(5) 1996 1998 Annual Meeting
Jorgen Petersen 1991 1997 Annual Meeting
Jeremy R. Serwer(2)(3) 1992 1997 Annual Meeting

- ------------------------
(1) Peter P. Luria is the son of Leonard Luria.
(2) Sydney A. Luria is Leonard Luria and Jeremy Serwer's uncle and Peter Luria's
great uncle.
(3) Jeremy Serwer is Leonard Luria and Peter Luria's cousin.
(4) May be deemed to be a control person of the Company by virtue of his stock
ownership. See 'Security Ownership of Certain Beneficial Owners and
Management.'
(5) Member of Executive Committee of the Board of Directors.

COMMITTEES

The principal standing committees of the Board of Directors include the
following:

AUDIT COMMITTEE. The Audit Committee was established by the Board of
Directors in March 1981 and is currently comprised of Harry J. Diven, Jr.
(Chairman), Sydney A. Luria and Cynthia Cohen Turk. The Audit Committee meets
with management regarding the internal controls of the Company and the
objectivity of its financial reporting. The Committee also meets with the
Company's independent auditors and with appropriate Company financial personnel
concerning these matters. Other functions of the Audit Committee include
recommending to the Directors the appointment of the independent auditors and
reviewing the Company's audited financial statements and the auditors' report
thereon with the auditors and the Company's management. The Audit Committee met
three times during the fiscal year ended February 3, 1996.

COMPENSATION AND STOCK OPTION COMMITTEE. The Compensation and Stock Option
Committee was established by the Board of Directors in June 1993 and combines
the functions of the Compensation Committee and the Stock Option Committee, each
of which was originally established in March 1981. The Compensation and Stock
Option Committee is currently comprised of Jeremy Serwer (Chairman), Cynthia
Cohen Turk, Edwin D. Marks and Jorgen Petersen. The Compensation and Stock
Option Committee's responsibilities consist of recommending, reviewing and
approving the salary and fringe benefits policies of the Company, reviewing
compensation policies for Directors and reviewing and approving the compensation
of officers of the Company. The Compensation and Stock Option Committee also
recommends and approves stock awards and option grants under the Company's
employee benefit plans, including the 1992 Stock Option Plan and the 1996 Stock
Option Plan, and recommends amendments to such plans, subject to approval by the
Board of Directors. The Compensation and Stock Option Committee met three times
during the fiscal year ended February 3, 1996. The Compensation and Stock Option
Committee also took action by unanimous written consent during the year.

NOMINATING COMMITTEE. The Nominating Committee was established by the
Board of Directors in June 1993 and is currently comprised of Peter P. Luria
(Chairman), Harry J. Diven, Jr. and Leonard Luria. The Nominating Committee
considers and recommends to the Board of Directors a slate of nominees for
election as directors of the Company at the annual meeting of the Company's
stockholders and, when vacancies occur, candidates for election by the Board of
Directors. In addition, the Nominating Committee from time to time evaluates the
size and composition of the Board of Directors and makes recommendations to the
Board of Directors with respect thereto. Although the Nominating Committee does
not solicit suggestions for nominees, the committee will consider nominees
recommended by security holders if such recommendations are accompanied by
biographical data and sent to the Company's Secretary. The Nominating Committee
did not meet in fiscal 1996.

ADDITIONAL INFORMATION CONCERNING DIRECTORS

Each Director who is neither an officer nor employee of the Company
receives a fee of $5,000 per year. In addition, such Directors are reimbursed
for attendance at meetings in an amount of $1,500 per meeting ($500 if
attendance by telephone) and, if not held in connection with a meeting of the
Board, $500
7

for attendance at committee meetings. The directors also are reimbursed for
out-of-pocket expenses incurred by them in attending Board or committee
meetings. Harry J. Diven, Jr., the Chairman of the Audit Committee, receives an
additional $1,000 per quarter as reimbursement for quarterly visits to the
Company. Pursuant to the 1993 Directors' Stock Option Plan, non-employee
directors are granted options to purchase 1,000 shares of Common Stock, after
each annual meeting of the Company, provided that the Company recognized a net
profit during the preceding fiscal year.

The Board of Directors of the Company held a total of six meetings during
the fiscal year ended February 3, 1996. The Board of Directors also took action
by unanimous written consent during the year. Each Director attended at least
75% of the aggregate of the total number of meetings of the Board of Directors
and of the committees on which they serve except Jeremy Serwer and Jorgen
Petersen who were unable to attend two of the Board meetings and one meeting of
the committee on which each of them served.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

NAME AGE POSITION
- ---- --- --------
Leonard Luria 72 Chairman of the Board
Gerald Nathanson 59 Chief Executive Officer and Director
Peter P. Luria 44 President, Treasurer and Director
Craig Kurlander 50 Executive Vice President--Store Operations
Thomas A. Floerchinger 51 Senior Vice President--Finance
Stephen L. Higgins 47 Senior Vice President--General Merchandise
Richard Loebl 45 Senior Vice President--Jewelry Merchandise
Ron Angelo 49 Vice President--MIS
Nancy Luria-Cohen 39 Vice President--General Counsel and Secretary
Cynthia Cohen Turk 43 Director
Harry J. Diven, Jr. 71 Director
Sydney A. Luria 88 Director
Edwin D. Marks 73 Director
Jorgen Petersen 56 Director
Jeremy Serwer 47 Director

LEONARD LURIA has been employed by the Company for 44 years and serves as
the Company's Chairman of the Board. Until January 1996, Mr. Luria also served
as Chief Executive Officer of the Company.

GERALD NATHANSON joined the Company as Chief Executive Officer in January
1996. Prior to joining the Company he was a private investor from 1989. Formerly
Mr. Nathanson was the Chief Executive Officer of Pay N Save from 1987-1989 and
prior to that time he was the Chief Executive Officer of Jefferson Ward from
1982. Mr. Nathanson also is a director of PSS, Inc., a publicly-traded company.

PETER P. LURIA, a son of Leonard Luria, has been employed by the Company
since 1974 in various capacities at the store, merchandising and management
levels. He was named President of the Company in 1989.

CRAIG KURLANDER has been employed by the Company since February 1995. Mr.
Kurlander became Executive Vice President--Store Operations in 1995. Previously,
Mr. Kurlander was Senior Vice President--Stores for Kay-Bee Toys, a division of
Melville Corporation for four years and before that was Senior Vice
President--Stores for Zayre Corp.

THOMAS A. FLOERCHINGER joined the Company in October 1995. Prior to joining
the Company, Mr. Floerchinger was President of Digital Impact. From May 1994
until September 1994, Mr. Floerchinger served as Chief Operating Officer of
Absolute Entertainment, Inc. and from 1992 until May 1994 served as

a consultant and Chief Financial Officer at Sound Advice, Inc. From November
1991 until March 1992, Mr. Floerchinger was Chief Financial Officer of
Intellicall, Inc.

STEPHEN L. HIGGINS joined the Company in February 1996. Prior to joining
the Company, Mr. Higgins was President and Chief Executive Officer of Everything
Organized, Inc., a regional specialty retailer in Atlanta, Georgia since
September 1994, and was President and Chief Operating Officer of Tuesday
Morning, Inc., a national specialty retailer in Dallas, Texas for seven years
prior to that time.

RICHARD LOEBL has been employed by the Company since February 1995 as
Senior Vice President-- Jewelry Merchandise. Previously, Mr. Loebl was Senior
Vice President with Finlay's Fine Jewelry for eleven years.

RON ANGELO joined the Company as Vice President--MIS in August, 1995. Prior
to that time Mr. Angelo was the Director of MIS for Clothestime, Inc. for more
than five years.

NANCY LURIA-COHEN, daughter of Leonard Luria, has been employed by the
Company since 1988 as General Counsel and became Vice President in 1991.

CYNTHIA COHEN TURK is the President of MARKETPLACE 2000, a consulting firm
providing marketing strategy, product positioning and profit improvement
services since 1990. Ms. Cohen Turk was formerly a partner of Deloitte & Touche.
She is also a director of Office Depot, One Price Clothing Stores, Inc.,
Loehmann's, Inc. and Spec's Music Stores, Inc., all publicly-traded companies.
Ms. Cohen Turk's term as a Director expires in June 1996.

HARRY J. DIVEN, JR. has been a Certified Public Accountant, private
investor and financial consultant since 1979.

SYDNEY A. LURIA, the uncle of Leonard Luria and Jeremy Serwer and the great
uncle of Peter Luria and Nancy Luria-Cohen, has been a Senior Partner in the New
York City law firm of Carb, Luria, Glassner, Cook & Kufield since 1963.

EDWIN D. MARKS has been the President and Chief Executive Officer of
Sunrise Oil Company, Inc., distributor of fuel oil, since 1948.

JORGEN PETERSEN has been President of Swoboda International Manufacturing
Co., Inc., an importer of handbags and luggage since 1981. Formerly, Mr.
Petersen was the President of the United States division of Consumers
Distribution Ltd., Inc., a Canadian based catalog showroom retailer.

JEREMY SERWER, a cousin of Leonard Luria, Peter Luria and Nancy Luria-Cohen
and a nephew of Sydney Luria, became the President of The Serwer Company, a
consulting company to retailers and developers on leasing matters in February
1993. Prior to that, Mr. Serwer was the President of Factory Merchants Malls,
Inc., and Executive Vice President of its parent, Angeles Corporation from
September 1991 until December 1992. Prior to that, Mr. Serwer served as Vice
President and General Manager, Retail Stores Division, of The William Carter
Company from April 1982.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth compensation awarded to, earned by or paid
to each of the Company's Chief Executive Officer and the four most highly
compensated executive officers during fiscal 1996 other than the Chief Executive
Officer who were serving as executive officers at the end of fiscal 1996.
Information with respect to salary, bonus, other annual compensation, options
and LTIP Payouts is included for the 1994, 1995 and 1996 fiscal years for the
officers who were here during those years. The Company has not granted any stock
appreciation rights, nor paid compensation that would qualify as 'All Other
Compensation.'
SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ --------------------------------------
AWARDS PAYOUTS
OTHER ANNUAL RESTRICTED ------- ------------
SALARY BONUS COMPENSATION STOCK OPTIONS LTIP PAYOUTS
NAME AND PRINCIPAL POSITION FISCAL YEAR ($) ($)(1) ($)(2) AWARD(S)($) (#) ($)
- --------------------------- ----------- -------- -------- ------------ ----------- ------- ------------

LEONARD LURIA 1996 $344,223 $ -- $ 1,746 $ -- -- $ --
Chairman of the 1995 339,423 -- 2,310 -- -- --
Board 1994 400,000 -- 2,249 -- -- --

GERALD NATHANSON(3) 1996 $ 23,077 $200,000 $ -- $ -- 400,000 $ --
Chief Executive 1995 -- -- -- -- -- --
Officer 1994 -- -- -- -- -- --

PETER P. LURIA 1996 $301,930 $ -- $ 4,254 $ -- 50,000 $ --
President 1995 300,000 -- 4,443 -- 50,000 --
1994 282,692 75,000 2,249 -- -- --

CRAIG KURLANDER(4) 1996 $196,154 $ -- $ 5,000 $ 22,500(5) 30,000 $ --
Executive Vice 1995 -- -- -- -- -- --
President 1994 -- -- -- -- -- --

RICHARD LOEBL(6) 1996 $170,769 $ -- $ -- $ -- 15,000 $ --
Senior Vice Present 1995 -- -- -- -- -- --
1994 -- -- -- -- -- --

- ------------------------
(1) Reflects bonus earned in the fiscal year.

(2) Represents the Company's matching contributions to the Tax Deferred Savings
Plan in equivalent shares of Common Stock. Does not include the dollar value
of personal benefits, such as the cost of automobiles and health insurance,
the aggregate value of which for each named executive officer was less than
10% of such executive officer's salary and bonus.

(3) Mr. Nathanson's employment with the Company commenced in January 1996.

(4) Mr. Kurlander's employment with the Company commenced in February 1995.

(5) Reflects the award of 5,000 shares of Common Stock under the Company's Stock
Bonus Plan. The value of the 5,000 shares is based on the closing price of
$4.50 of the Company's Common Stock on February 3, 1996.

(6) Mr. Loebl's employment with the Company commenced in February 1995.

OPTION GRANTS TABLE

The following table sets forth certain information concerning grants of
stock options made during the 1996 fiscal year to the named executive officers.
All stock options granted to such persons during the 1996 fiscal year were
granted pursuant to the Company's 1992 Stock Option Plan except for the grant to
Gerald Nathanson which was granted pursuant to the Company's 1996 Stock Option
Plan.
OPTION GRANTS DURING 1996 FISCAL YEAR(1)

POTENTIAL
REALIZABLE VALUE
AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATE
---------------------------------------------------------------------------- OF STOCK PRICE
NUMBER OF SECURITIES APPRECIATION
UNDERLYING % OF TOTAL OPTIONS FOR OPTION TERM(3)
OPTIONS GRANTED GRANTED TO EMPLOYEES EXERCISE PRICE EXPIRATION ----------------------
NAME (#) IN FISCAL YEAR 1996(2) PER SHARE DATE 5%($) 10%($)
- ---- -------------------- -------------------- -------------- ---------- -------- ----------

Leonard Luria 0 0.0% $ 0.00 N/A $ 0 $ 0

Gerald Nathanson 400,000 69.9 5.125 1/2/06 872,000 2,590,000

Peter P. Luria 50,000 8.7 6.125 4/21/05 27,000 186,000

Craig Kurlander 15,000 2.6 8.125 2/6/00 0 0
15,000 2.6 6.50 6/5/00 0 5,000

Richard Loebl 15,000 2.6 7.625 2/27/00 0 0

- ------------------------
(1) No stock appreciation rights were granted.

(2) Does not include options granted during the fiscal year which expired prior
to the end of the fiscal year.

(3) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options.
These numbers do not take into account provisions providing for termination
of the option following termination of employment, nontransferability or
vesting or the potential exercise of options and sale of the underlying
shares prior to expiration of the term. The calculations are not intended to
forecast possible future appreciation, if any, of the market price of the
Common Stock.

AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE

The following table sets forth certain information concerning the exercise
of stock options and unexercised stock options held by the named executive
officers as of the end of the 1996 fiscal year. No stock appreciation rights
have been granted or are outstanding.

OPTION EXERCISES AND OPTION VALUES DURING 1996 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT 1996 AT 1996
FISCAL YEAR END FISCAL YEAR END
SHARES ACQUIRED (#) ($)(1)
ON EXERCISE VALUE REALIZED ---------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------------- ----------- ------------- ----------- -------------

Leonard Luria 0 $ 0.00 0 0 $ 0 $ 0

Gerald Nathanson 0 0.00 400,000 0 0 0

Peter P. Luria 0 0.00 225,000 0 0 0

Craig Kurlander 0 0.00 0 30,000 0 0

Richard Loebl 0 0.00 0 15,000 0 0

- ------------------------
(1) The closing price for the Company's Common Stock as reported by the New York
Stock Exchange on February 3, 1996 was $4.50. All options shown on this
table have an exercise price in excess of $4.50.

EMPLOYMENT CONTRACTS

Effective January 2, 1996, the Company entered into an employment agreement
with Gerald Nathanson, with an initial term expiring April 30, 1998. The
employment agreement provides for Mr. Nathanson's employment as Chief Executive
Officer at a base salary of $300,000 per year, plus discretionary bonuses if
approved by the Board of Directors. Mr. Nathanson was paid a $200,000 signing
bonus and was granted options to purchase 400,000 shares of Common Stock on the
effective date of the agreement (the 'Options'). The employment agreement also
provides that Mr. Nathanson is eligible to receive a bonus (the 'Trigger Bonus')
if the shareholders of the Company approve (i) a merger or consolidation in
which the Company does not survive, or (ii) the sale of all or substantially all
of the assets of the Company (in each case, a 'Trigger Event'). The Trigger
Bonus will be $1 million if the Trigger Event occurs in calendar year 1996, and
$2 million if the Trigger Event occurs in calendar year 1997. The Trigger Bonus
is subject to reduction for gains realized or that could be realized upon the
exercise of the Options.

CERTAIN TRANSACTIONS WITH MANAGEMENT

During the fiscal year ended February 3, 1996, the Company leased its store
facility at 980 S.W. 1st Street, Miami, Florida, from a partnership in which
Leonard Luria, an officer, Director and principal shareholder of the Company,
has a 60% interest. During the fiscal year ended February 3, 1996, the Company
paid basic rent under the lease of $87,405. In addition, the Company is
obligated to pay real estate taxes, assessments and other governmental charges
and insurance in connection with the leased premises.

During the fiscal year ended February 3, 1996, the Company leased its store
facility located at 6411 Taft Street, Hollywood, Florida, from a partnership in
which Gloria Luria, an officer and principal shareholder of the Company, has a
70% interest. During the fiscal year ended February 3, 1996, the Company paid
basic rent under the leases of $117,102. In addition, the Company is obligated
to pay real estate taxes, assessments and other governmental charges and
insurance in connection with the leased premises.

The Company believes that the rent charged and to be charged under each
lease described above is at a rate that is comparable to that paid under leases
of similar properties in the same general location as the properties described
and that the terms of each such lease are at least as favorable to the Company
as could be obtained from an unaffiliated party.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10 percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
(the 'SEC') initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, directors and greater than 10 percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and representations that no other reports were
required, during the fiscal year ended February 3, 1996 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with, except that one report was filed late by
Thomas Floerchinger.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company's compensation program for executive officers is administered
by the Compensation and Stock Option Committee (the 'Committee') of the Board of
Directors, which is composed of Jeremy Serwer, Cynthia Cohen Turk, Edwin D.
Marks and Jorgen Petersen. Compensation of executive officers of the Company,
other than the Chairman of the Board, the Chief Executive Officer and the
President, is based upon recommendations made to the Committee by the Executive
Committee. The Executive Committee currently consists of Leonard Luria, the
Company's Chairman of the Board, Gerald Nathanson, the Company's Chief Executive
Officer, and Peter P. Luria, the Company's President.

The Committee focuses on (i) attracting and retaining key executive
officers; (ii) individual and Company performance, both short-term and
long-term; (iii) relating performance and responsibilities to

compensation; and (iv) providing incentives to management based upon
performance. Benefits provided to management through stock option incentives are
generally consistent with shareholder return. In reviewing Company performance
the Committee gives primary consideration to sales and earnings and evaluates
strategic planning and the Company's progress in that regard. The Committee also
takes into consideration external economic factors that affect results of
operations. The Committee's analysis of the foregoing factors is by nature
subjective. The Committee strives to maintain compensation within the market
range.

Salaries of executive officers are based primarily upon position with the
Company, the person's responsibilities and importance to the Company, agreements
with the Company, performance and external comparisons. The general philosophy
of the Committee with respect to compensation of the executive officers is to
offer competitive compensation programs designed to attract and retain key
executives critical to the long-term success of the Company. This analysis is
also subjective. An executive officer's prior salary and history with the
Company is also taken into consideration. In fiscal 1996, there were also
several new executive officers whose salaries were negotiated as part of the
hiring process.

Leonard Luria, the Company's Chief Executive Officer through December 31,
1995, did not receive a bonus for fiscal 1996. Therefore, Leonard Luria's salary
for fiscal 1996 represents all of his compensation. The Company has a formula
for awarding a bonus to the President based upon the Company's profit before
taxes. A bonus is awarded if such profit is equal to or greater than $5 million.
The Committee provides bonuses to each of its executive officers based upon the
Company's results of operations and such officer's performance. This
determination is not subject to specific criteria. In determining bonuses,
consideration is also given to existing salary levels. The Company relates
bonuses to its long-term planning. In fiscal 1996 no cash bonuses were awarded
to the executive officers except a cash bonus was given to Gerald Nathanson when
he was hired by the Company. See 'Executive Compensation--Summary Compensation
Table.'

The Committee also relates a significant portion of executive officer
compensation to long-term incentives in order to encourage long-term planning.
The 1992 Stock Option Plan and the 1996 Stock Option Plan (being submitted to
the shareholders for approval at this Annual Meeting) provide incentive to
management through the award of stock options at the discretion of the
Committee. The amount of options granted to any executive officer depends, to
some extent, on position and salary level, individual performance, the
executive's impact on the Company and the executive's perceived potential. Stock
options that were granted in fiscal 1996 were granted to recognize individual
performance or to provide additional incentive for the future. Options were
granted to individuals with fewer or no options outstanding and as part of
compensation packages to retain several new executive officers. In making a
determination with respect to the size of these grants, the Committee primarily
emphasized the perceived role of the individual in connection therewith or
perceived future role in operations. Further emphasis was given to the
individual's present or future role in strategic planning. The Committee also
considered what amount of options would be necessary to provide adequate
incentives to such executive officers. All of these factors are subjective. See
'Executive Compensation--Option Grants During the 1996 Fiscal Year.'

CYNTHIA COHEN TURK; EDWIN D. MARKS; JORGEN PETERSEN AND JEREMY SERWER

PERFORMANCE GRAPH

The following graph shows the cumulative total shareholder return on the
Company's Common Stock over the last five fiscal years as compared to the
returns of the Standard & Poor's 500 Composite Index and the Standard & Poor's
Retail Stores-Composite Index. The graph assumes $100 was invested on January
30, 1991 in the Company's Common Stock, the Standard & Poor's Composite Index
and the Standard & Poor's Retail Stores-Composite Index, and assumes
reinvestment of dividends.

[GRAPH]

TOTAL SHAREHOLDER RETURNS--DIVIDENDS REINVESTED

INDEXED RETURNS
-------------------------------------------------------------
YEARS ENDING
-------------------------------------------------------------
COMPANY/INDEX JAN 91 JAN 92 JAN 93 JAN 94 JAN 95 JAN 96
- ------------- ------ ------ ------ ------ ------ ------

LURIA (L.) & SON INC. 100 117.02 178.72 234.04 119.15 74.47
S&P 500 INDEX 100 122.69 135.67 153.14 153.96 213.48
RETAIL STORES COMPOSITE 100 139.73 166.79 160.75 148.85 160.50

PROPOSAL TO RATIFY THE COMPANY'S 1996 STOCK OPTION PLAN

GENERAL

In January 1996, the Company's Board of Directors adopted, subject to
approval by the Company's shareholders, the Company's 1996 Stock Option Plan,
which authorizes 500,000 shares for issuance upon exercise of stock options. The
current text of the 1996 Stock Option Plan is attached hereto as Exhibit A. The
material features of the 1996 Stock Option Plan are discussed below, but the
description is subject to, and is qualified in its entirety by, the full text of
the 1996 Stock Option Plan.

The purpose of the 1996 Stock Option Plan is to provide additional
incentives to attract and retain qualified and competent persons who provide
management services and upon whose efforts and judgment the success of the
Company is largely dependent, through the encouragement of stock ownership in
the Company by such persons. In furtherance of this purpose, the 1996 Stock
Option Plan authorizes (a) the granting of incentive or nonqualified stock
options to purchase Common Stock to persons satisfying the description above,
(b) the provision of loans for the purpose of financing the exercise of options
and the amount of taxes payable in connection therewith, and (c) the use of
already owned Common Stock as payment of the exercise price for options granted
under the 1996 Stock Option Plan (such provisions being at times referred to
herein as the 'Stock Swap').

Approval of the 1996 Stock Option Plan by the Company's shareholders is one
of the conditions of Rule 16b-3, a rule promulgated by the Securities and
Exchange Commission (the 'SEC') that provides an exemption from the operation of
the 'short-swing profit' recovery provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), with respect to the
acquisition of options, the use of the Stock Swap and certain transactions by
officers and directors of the Company. Shareholder approval of the 1996 Stock
Option Plan is also required in order for the 1996 Stock Option Plan to be
eligible under the 'plan lender' exemption from the margin requirements of
Regulation G promulgated under the Exchange Act.

The 1996 Stock Option Plan is administered by a committee consisting of two
or more directors designated by the Board of Directors (the 'Committee') or, if
a Committee is not designated, by the Board of Directors. The Committee in its
sole discretion determines the persons to be awarded options, the number of
shares subject thereto and the exercise price and other terms thereof. In
addition, the Committee has full power and authority to construe and interpret
the 1996 Stock Option Plan, and the acts of the Committee are final, conclusive
and binding upon all interest parties, including the Company, its shareholders,
its officers and employees, recipients of grants under the 1996 Stock Option
Plan and all persons or entities claiming by or through such persons. The Board
has designated its Compensation and Stock Option Committee to administer the
1996 Stock Option Plan.

Management of the Company believes that options will be granted primarily
to those persons who possess a capacity to contribute significantly to the
successful performance of the Company. Because persons to whom grants of options
are to be made are to be determined from time to time by the Board of Directors
or Committee in its discretion, it is impossible at this time to indicate the
precise number, name or positions of persons who will receive options or the
number of shares for which options will be granted to any such employee.

An aggregate of 500,000 shares of Common Stock (subject to adjustment as
discussed below) are reserved for sale upon exercise of options granted under
the 1996 Stock Option Plan. The shares acquired upon exercise of options granted
under the 1996 Stock Option Plan will be authorized and unissued shares of
Common Stock. The Company's shareholders will not have any preemptive rights to
purchase or subscribe for the shares reserved for issuance under the 1996 Stock
Option Plan. If any option granted under the 1996 Stock Option Plan should
expire or terminate for any reason other than having been exercised in full, the
unpurchased shares subject to that option will again be available for purposes
of the 1996 Stock Option Plan.

TERMS AND CONDITIONS

All options granted under the 1996 Stock Option Plan must be evidenced by a
written agreement between the Company and the grantee. Such agreement shall
contain such terms and conditions, consistent with the 1996 Stock Option Plan,
relating to the grant, the time or times of exercise and other terms of the
options as the Committee shall prescribe.

Under the 1996 Stock Option Plan, the option price per share for incentive
stock options may not be less than the fair market value of the underlying
shares on the date of grant. For purposes of the 1996 Stock Option Plan, and for
so long as the Company's Common Stock is listed on the New York Stock Exchange
('NYSE'), the term 'fair market value' means the closing price of the Common
Stock as reported on the NYSE on the business day immediately preceding the date
of grant. On April 8, 1996, the closing price per share of Common Stock as
reported on the NYSE was $4.75. The exercise price of an option may be paid in
cash, by delivery of already owned shares of Common Stock having a fair market
value equal to the exercise price, or by a combination of the foregoing. The
1996 Stock Option Plan also authorizes the Company to make loans to optionees to
enable them to exercise their options. Such loans must (i) provide for recourse
to the optionee, (ii) bear interest at a rate no less than the prime rate of
interest of the Company's principal lender, and (iii) be secured by the shares
of Common Stock purchased. Cash payments will be used by the Company for general
corporate purposes. Payments made in Common Stock must be made by delivery of
stock certificates in negotiable form.

The use of already owned shares of Common Stock applies to payment for the
exercise of an option in a single transaction and to the 'pyramiding' of already
owned shares in successive, simultaneous option exercises. In general,
pyramiding permits an option holder to start with as little as one share of
Common Stock and exercise an entire option to the extent then exercisable (no
matter what the number of shares subject thereto). By utilizing already owned
shares of Common Stock, no cash (except for fractional share adjustments) is
needed to exercise an option. Consequently, the optionee would receive Common
Stock equal in value to the spread between the fair market value of the shares
subject to the option and the exercise price of the option.

No option granted under the 1996 Stock Option Plan is assignable or
transferable, other than by will or by the laws of descent and distribution.
During the lifetime of an optionee, an option is exercisable only by him. The
expiration date of an option will be determined by the Committee at the time of
the grant, but in no event will an option be exercisable after the expiration of
10 years from the date of grant. An option may be exercised at any time or from
time to time or only after a period of time or in installments, as the

Committee determines. The Committee may in its sole discretion accelerate the
date on which any option may be exercised.

The unexercised portion of any option granted to an employee under the 1996
Stock Option Plan shall automatically be terminated (a) three months after the
date on which the optionee's employment is terminated for any reason other than
(i) Cause (as defined in the 1996 Stock Option Plan), (ii) mental or physical
disability, or (iii) death; (b) immediately upon the termination of the
optionee's employment for Cause; (c) one year after the date on which the
optionee's employment is terminated by reason of mental or physical disability,
or (d) (i) one year after the date on which the optionee's employment is
terminated by reason of the death of the employee, or (ii) three months after
the date on which the optionee shall die if such death shall occur during the
one year period following the termination of the optionee's employment by reason
of mental or physical disability.

To prevent dilution of the rights of a holder of an option, the 1996 Stock
Option Plan provides for adjustment of the number of shares for which options
may be granted, the number of shares subject to outstanding options and the
exercise price of outstanding options in the event of any subdivision or
consolidation of shares, any stock dividend, recapitalization or other capital
adjustment of the Company. Provisions governing the effect upon options of a
merger, consolidation or other reorganization of the Company are also included
in the 1996 Stock Option Plan.

FEDERAL INCOME TAX EFFECTS

The 1996 Stock Option Plan is not qualified under the provisions of Section
401(a) of the Code, nor is it subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, as amended.

NONQUALIFIED STOCK OPTIONS. On exercise of a nonqualified stock option
granted under the 1996 Stock Option Plan, an optionee (other than an officer or
director of the Company) will recognize ordinary income equal to the excess, if
any, of the fair market value on the date of exercise of the option of the
shares of Common Stock acquired on exercise over the exercise price. That income
will be subject to the withholding of Federal income tax. The optionee's tax
basis in those shares will be equal to their fair market value on the date of
exercise of the option, and his holding period for those shares will begin on
that date.

An officer or director of the Company or any other person to whom the
short-swing profit recovery provisions of section 16(b) of the Exchange Act
apply in connection with an option under the 1996 Stock Option Plan (a
'Reporting Person') generally will not recognize ordinary income until the
earlier of the expiration of the six month period after the exercise of an
option and the first day on which a sale at a profit of shares acquired on
exercise of the option would not subject the Reporting Person to suit under
section 16(b) of the Exchange Act. The amount of ordinary income will equal the
excess, if any, of the fair market value of the shares on the date the income is
recognized over the exercise price of the option. A Reporting Person, however,
is entitled under section 83(b) of the Code to elect to recognize ordinary
income on the date of exercise of the option, in which case the amount of income
will be equal to the excess, if any, of the fair market value of the shares on
that date over the exercise price of the option. A section 83(b) election must
be made within 30 days after exercising an option.

If an optionee pays for shares of Common Stock on exercise of an option by
delivering shares of the Company's Common Stock, the optionee will not recognize
gain or loss on the shares delivered, even if their fair market value at the
time of exercise differs from the optionee's tax basis in them. The optionee,
however, otherwise will be taxed on the exercise of the option in the manner
described above as if he had paid the exercise price in cash. If a separate
identifiable stock certificate is issued for that number of shares equal to the
number of shares delivered on exercise of the option, the optionee's tax basis
in the shares represented by that certificate will be equal to his tax basis in
the shares delivered, and his holding period for those shares will include his
holding period for the shares delivered. The optionee's tax basis and holding
period for the additional shares received on exercise of the option will be the
same as if the optionee had exercised the option solely in exchange for cash.

The Company will be entitled to a deduction for Federal income tax purposes
equal to the amount of ordinary income taxable to the optionee, provided that
amount constitutes an ordinary and necessary business expense for the Company
and is reasonable in amount, and either the employee includes that amount in
income or the Company timely satisfies its reporting requirements with respect
to that amount.

INCENTIVE STOCK OPTIONS. The 1996 Stock Option Plan provides for the grant
of stock options that qualify as 'incentive stock options' as defined in section
422 of the Code to employees of the Company or its subsidiaries. Under the Code,
an optionee generally is not subject to tax upon the grant or exercise of an
incentive stock option. In addition, if the optionee holds a share received on
exercise of an incentive stock option for at least two years from the date the
option was granted and at least one year from the date the option was exercised
(the 'Required Holding Period'), the difference, if any, between the amount
realized on a sale or other taxable disposition of that share and the holder's
tax basis in that share will be long-term capital gain or loss.

If, however, an optionee disposes of a share acquired on exercise of an
incentive stock option before the end of the Required Holding Period (a
'Disqualifying Disposition'), the optionee generally will recognize ordinary
income in the year of the Disqualifying Disposition equal to the excess, if any,
of the fair market value of the share on the date the incentive stock option was
exercised over the exercise price. If, however, the Disqualifying Disposition is
a sale or exchange on which a loss, if realized, would be recognized for Federal
income tax purposes, and if the sales proceeds are less than the fair market
value of the share on the date of exercise of the option, the amount of ordinary
income the optionee recognizes will not exceed the gain, if any, realized on the
sale. If the amount realized on a Disqualifying Disposition exceeds the fair
market value of the share on the date of exercise of the option, that excess
will be short-term or long-term capital gain, depending on whether the holding
period for the share exceeds one year.

An optionee who exercises an incentive stock option by delivering shares of
Common Stock acquired previously pursuant to the exercise of an incentive stock
option before the expiration of the Required Holding Period for those shares is
treated as making a Disqualifying Disposition of those shares. This rule
prevents 'pyramiding' the exercise of an incentive stock option (that is,
exercising an incentive stock option for one share and using that share, and
others so acquired, to exercise successive incentive stock options) without the
imposition of current income tax.

For purposes of the alternative minimum tax, the amount by which the fair
market value of a share of Common Stock acquired on exercise of an incentive
stock option exceeds the exercise price of that option

generally will be an item of adjustment included in the optionee's alternative
minimum taxable income for the year in which the option is exercised. If,
however, there is a Disqualifying Disposition of the share in the year in which
the option is exercised, there will be no item of adjustment with respect to
that share. If there is a Disqualifying Disposition in a later year, no income
with respect to the Disqualifying Disposition is included in the optionee's
alternative minimum taxable income for that year. In computing alternative
minimum taxable income, the tax basis of a share acquired on exercise of an
incentive stock option is increased by the amount of the item of adjustment
taken into account with respect to that share for alternative minimum tax
purposes in the year the option is exercised.

IMPORTANCE OF CONSULTING TAX ADVISER. The information set forth above is a
summary only and does not purport to be complete. In addition, the information
is based upon current federal income tax rules and therefore is subject to
change when those rules change. Moreover, because the tax consequences to any
optionee may depend on his or her particular situation, each optionee should
consult his or her tax adviser as to the Federal, state, local and other tax
consequences of the grant of exercise of an option or the disposition of Common
Stock acquired on exercise of an option.

The table below indicates, as of April 8, 1996, certain information about
options that have been granted under the 1996 Stock Option Plan to the persons
and groups indicated. The options were granted at an exercise price of $5.125
per share.

NUMBER OF VALUE OF
OPTION GRANTEES OPTIONS GRANTED OPTIONS OUTSTANDING(1)
--------------- --------------- ----------------------

Gerald Nathanson, Chief Executive Officer................................ 400,000 $ 0

All current executive officers as a group (1 person)..................... 400,000 0

All current directors who are not executive officers
as a group (4 persons)................................................. 0 0

All employees as a group, other than executive officres
(0 persons)............................................................ 0 0

- ------------------------
(1) For purposes of this table, the value of each option equals the amount, if
any, by which the closing market price of a share of Common Stock on April
8, 1996 exceeds the option's exercise price. The closing sale price for the
Company's common stock as reported on the NYSE on April 8, 1996 was $4.75.

AMENDMENTS

The 1996 Stock Option Plan will expire on December 31, 2006, and any option
outstanding on such date will remain outstanding until it has either expired or
has been exercised. The Committee may amend, suspend or terminate the 1996 Stock
Option Plan at any time, provided that such amendment may not adversely affect
the rights of an optionee under an outstanding option without the affected
optionee's written consent. In addition, the Committee may not amend the 1996
Stock Option Plan to (a) without first obtaining shareholder approval, increase
the number of shares of Common Stock reserved for issuance or change the class
of persons eligible to receive options, (b) permit the granting of options that
expire beyond the maximum 10-year period, or (c) extend the termination date of
the 1996 Stock Option Plan.

VOTE REQUIRED AND RECOMMENDATION

The Board of Directors approved the 1996 Stock Option Plan and is
recommending its ratification by the shareholders because it believes that the
1996 Stock Option Plan as proposed is in the Company's best interest.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Company has recommended the firm of Deloitte
& Touche LLP as the independent auditors of the Company for the current fiscal
year. Although the appointment of Deloitte & Touche LLP as the independent
auditor of the Company does not require ratification by the Company's
shareholders, the Board of Directors considers it appropriate to obtain such
ratification. Accordingly, the vote of the Company's shareholders on this matter
is advisory in nature and has no effect upon the Board of Directors' appointment
of an independent auditor, and the Board of Directors may change the Company's
auditor at any time without the approval or consent of the shareholders. The
Board proposes and unanimously recommends that the shareholders ratify the
selection of Deloitte & Touche LLP by adopting the following resolution:

RESOLVED, that the appointment by the Board of Directors of this
Company of Deloitte & Touche LLP as the independent auditors of this
Company for the current fiscal year be, and such appointment hereby
is, ratified, confirmed and approved.

If the shareholders do not ratify the selection of Deloitte & Touche LLP by
the affirmative vote of the holders of a plurality of votes cast by the shares
of Common Stock and Class B Stock represented in person or by proxy at the
Meeting, and voting together as a class, the selection of another independent
auditor will be considered by the Board of Directors.

On December 11, 1995, the Company dismissed the accounting firm of KPMG
Peat Marwick LLP independent accountants for the Company for the fiscal year
ended February 3, 1996 and engaged the accounting firm of Deloitte & Touche LLP.
The accountants' reports on the financial statements during the past two fiscal
years preceding the dismissal of KPMG Peat Marwick LLP did not contain an
adverse opinion or a disclaimer of opinion, audit scope or accounting
principles. The decision to change accountants was recommended and approved by
the Board of Directors. In connection with the audit for the most recent two
fiscal years and the subsequent interim period preceding the dismissal of KPMG
Peat Marwick LLP, there have been no disagreements with KPMG Peat Marwick LLP on
any matter of accounting principles or practices, financial statements
disclosure, or accounting scope or procedure. In addition, no reportable events,
as defined in Item 304(a) (iv) or (v) of Regulation S-K of the Securities and
Exchange Act, occurred during such period.

Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting and will be afforded the opportunity to make a statement if they so
desire and to respond to appropriate questions.

SHAREHOLDER PROPOSALS

Any proposal by a shareholder intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Company no later than January 3,
1997, for inclusion in the Company's proxy statement and form of proxy relating
to such meeting.
OTHER MATTERS

The Board of Directors knows of no other matters to be presented at the
Meeting. Should any unanticipated business properly come before the Meeting,
however, it is intended that the holders of proxies solicited hereby will vote
thereon at their discretion.

The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation of proxies by mail, certain officers and employees of the
Company may solicit proxies in person or by telephone without compensation.
Brokers, banks and other custodians or fiduciaries holding shares in the names
of the nominees will be requested to forward copies of the proxy soliciting
materials to the beneficial owners of the shares and the Company will reimburse
them for expenses incurred in doing so. To assist the Company in obtaining
proxies from such brokers, banks and other custodians or fiduciaries, the
Company has engaged Corporate Investors Communications, Inc. for a fee of $5,000
plus out-of-pocket expenses.

The Company's Annual Report to its shareholders is being mailed with this
proxy statement; however, the Annual Report does not form a part of this proxy
statement or the Company's solicitation of proxies.

The above notice and proxy statement are sent by order of the Board of
Directors.

NANCY LURIA-COHEN
SECRETARY

Miami Lakes, Florida
May 3, 1996

APPENDIX A
------------------------
L. LURIA & SON, INC.
1996 STOCK OPTION PLAN
------------------------

1. PURPOSE. The purpose of this Plan is to advance the interests of L.
Luria & Son, Inc., a Florida corporation (the 'Company'), and its subsidiaries
by providing an additional incentive to attract and retain qualified and
competent persons who are key to the Company (as hereinafter defined), including
key employees, Officers and Employee Directors, and upon whose efforts and
judgment the success of the Company is largely dependent, through the
encouragement of stock ownership in the Company by such persons.

2. DEFINITIONS. As used herein, the following terms shall have the meaning
indicated:

(a) 'Board' shall mean the Board of Directors of the Company.

(b) 'Code' shall mean the Internal Revenue Code of 1986, as amended.

(c) 'Committee' shall mean the stock option committee appointed by the
Board pursuant to Section 13 hereof or, if not appointed, the Board.

(d) 'Common Stock' shall mean the Company's Common Stock, par value $0.01
per share.

(e) 'Company' shall refer to L. Luria & Son, Inc., a Florida corporation.

(f) 'Director' shall mean a member of the Board.

(g) 'Disinterested Person' shall mean a Director who is not, during the
one year prior to his or her service as an administrator of this Plan, or during
such service, granted or awarded equity securities pursuant to this Plan or any
other plan of the Company or any of its affiliates, except that:

(i) participation in a formula plan meeting the conditions in paragraph
(c)(2)(ii) of Rule 16b-3 promulgated under the Securities Exchange Act
shall not disqualify a Director from being a Disinterested Person;

(ii) participation in an ongoing securities acquisition plan meeting the
conditions in paragraph (d)(2)(i) of Rule 16b-3 promulgated under the
Securities Exchange Act shall not disqualify a Director from being a
Disinterested Person; and

(iii) an election to receive an annual retainer fee in either cash or an
equivalent amount of securities, or partly in cash and partly in
securities, shall not disqualify a Director from being a Disinterested
Person.

A-1

(h) 'Employee Director' shall mean a member of the Board who is also an
employee of the Company or a Subsidiary.

(i) 'Fair Market Value' of a Share on any date of reference shall be the
'Closing Price' (as defined below) of the Common Stock on the business day
immediately preceding such date, unless the Committee in its sole discretion
shall determine otherwise in a fair and uniform manner. For the purpose of
determining Fair Market Value, the 'Closing Price' of the Common Stock on any
business day shall be (i) if the Common Stock is listed or admitted for trading
on any United States national securities exchange, or if actual transactions are
otherwise reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange or reporting system, as
reported in any newspaper of general circulation, (ii) if the Common Stock is
quoted on the National Association of Securities Dealers Automated Quotations
System ('NASDAQ'), or any similar system of automated dissemination of
quotations of securities prices in common use, the last reported sale price of
Common Stock for such day on such system, or (iii) if neither clause (i) or (ii)
is applicable, the mean between the high bid and low asked quotations for the
Common Stock as reported by the National Quotation Bureau, Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least five of the ten preceding days.

(j) 'Incentive Stock Option' shall mean an incentive stock option as
defined in Section 422 of the Code.

(k) 'Non-Statutory Stock Option' shall mean an Option which is not an
Incentive Stock Option.

(l) 'Officer' shall mean the Company's chief executive officer, president,
principal financial officer, principal accounting officer (or, if there is no
such accounting officer, the controller), any vice-president of the Company in
charge of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy-making
function, or any other person who performs similar policy-making functions for
the Company. Officers of Subsidiaries shall be deemed Officers of the Company if
they perform such policy-making functions for the Company. As used in this
paragraph, the phrase 'policy-making function' does not include policy-making
functions that are not significant. Unless specified otherwise in a resolution
by the Board, an 'executive officer' pursuant to Item 401(b) of Regulation S-K
(17 C.F.R. section 229.401(b) ) shall be only such person designated as an
'Officer' pursuant to the foregoing provisions of this paragraph.

(m) 'Option' (when capitalized) shall mean any option granted under this
Plan.

(n) 'Optionee' shall mean a person to whom a stock option is granted under
this Plan or any person who succeeds to the rights of such person under this
Plan by reason of the death of such person.

(o) 'Plan' shall mean this Stock Option Plan for the Company.

(p) 'Securities Exchange Act' shall mean the Securities Exchange Act of
1934, as amended.

(q) 'Share(s)' shall mean a share or shares of the Common Stock.

A-2

(r) 'Subsidiary' shall mean any corporation (other than the Company) in
any unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

3. SHARES AND OPTIONS. The Company may grant to Optionees from time to
time Options to purchase an aggregate of up to 500,000 Shares from authorized
and unissued Shares. If any Option granted under the Plan shall terminate,
expire, or be canceled or surrendered as to any Shares, new Options may
thereafter be granted covering such Shares. Subject to the provisions of Section
14 hereof, an Option granted hereunder shall be either an Incentive Stock Option
or a Non-Statutory Stock Option as determined by the Committee at the time of
grant of such Option and shall clearly state whether it is an Incentive Stock
Option or Non-Statutory Stock Option. All Incentive Stock Options shall be
granted within 10 years from the effective date of this Plan.

4. DOLLAR LIMITATION. Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options to the extent
that the aggregate Fair Market Value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the requirements
of Code Section 422(b) are exercisable for the first time by any individual
during any calendar year (under all plans of the Company and any Subsidiary),
exceeds $100,000.

5. CONDITIONS FOR GRANT OF OPTIONS.

(a) Each Option shall be evidenced by an option agreement that may contain
any term deemed necessary or desirable by the Committee, provided such terms are
not inconsistent with this Plan or any applicable law. Optionees shall be those
persons selected by the Committee from the class of all regular employees of the
Company or its Subsidiaries, including Employee Directors and Officers who are
regular employees of the Company. Any person who files with the Committee, in a
form satisfactory to the Committee, a written waiver of eligibility to receive
any Option under this Plan shall not be eligible to receive any Option under
this Plan for the duration of such waiver.

(b) In granting Options to employees of the Company or its Subsidiaries,
the Committee shall take into consideration the contribution the person has made
to the success of the Company or its Subsidiaries and such other factors as the
Committee shall determine. The Committee shall also have the authority to
consult with and receive recommendations from officers and other personnel of
the Company and its Subsidiaries with regard to these matters. The Committee may
from time to time in granting Options to employees of the Company or its
Subsidiaries under the Plan prescribe such other terms and conditions concerning
such Options as it deems appropriate, including, without limitation, (i)
prescribing the date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in installments
over a period of years, or upon the attainment of stated goals or both, or (iii)
relating an Option to the continued employment of the Optionee for a specified
period of time, provided that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.

(c) The Options granted to employees under this Plan shall be in addition
to regular salaries, pension, life insurance or other benefits related to their
employment with the Company or its Subsidiaries.

A-3

Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment by the Company or
its Subsidiaries.

(d) Notwithstanding any other provision of this Plan, and in addition to
any other requirements of this Plan, Options may not be granted to an Officer or
Employee Director unless the grant of such Options is authorized by, and all of
the terms of such Options are determined by, a Committee that is appointed in
accordance with Section 13 of this Plan and all of whose members are
Disinterested Persons.

(e) Notwithstanding any other provision of this Plan, and in addition to
any other requirements of this Plan, the aggregate number of Options granted to
any one Director, Officer or employee may not exceed 500,000.

6. OPTION PRICE. The option price per Share of any Option shall be any
price determined by the Committee but shall not be less than the par value per
Share; provided, however, that in no event shall the option price per Share of
any Incentive Stock Option be less than the Fair Market Value of the Shares
underlying such Option on the date such Option is granted.

7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i) the
Company has received written notice of such exercise in accordance with the
terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Committee in its sole discretion have been made for
the Optionee's payment to the Company of the amount that is necessary for the
Company or Subsidiary employing the Optionee to withhold in accordance with
applicable Federal or state tax withholding requirements. Unless further limited
by the Committee in any Option, the option price of any Shares purchased shall
be paid in cash, by certified or official bank check, by money order, with
Shares or by a combination of the above; provided, however, that the Committee
in its sole discretion may accept a personal check in full or partial payment of
any Shares. If the exercise price is paid in whole or in part with Shares, the
value of the Shares surrendered shall be their Fair Market Value on the date the
Option is exercised. The Company in its sole discretion may, on an individual
basis or pursuant to a general program established in connection with this Plan,
lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist
an Optionee to obtain the cash necessary to exercise all or a portion of an
Option granted hereunder or to pay any tax liability of the Optionee
attributable to such exercise. If the exercise price is paid in whole or part
with Optionee's promissory note, such note shall (i) provide for full recourse
to the maker, (ii) be collateralized by the pledge of the Shares that the
Optionee purchases upon exercise of such Option, (iii) bear interest at the
prime rate of the Company's principal lender, and (iv) contain such other terms
as the Board in its sole discretion shall reasonably require. No Optionee shall
be deemed to be a holder of any Shares subject to an Option unless and until a
stock certificate or certificates for such Shares are issued to such person(s)
under the terms of this Plan. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 10
hereof.

8. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee shall provide in
such Option, except as otherwise provided in this Section 8.

A-4

(a) The expiration date of an Option shall be determined by the Committee
at the time of grant, but in no event shall an Option be exercisable after the
expiration of 10 years from the date of grant of the Option.

(b) Unless otherwise provided in any Option, each outstanding Option shall
become immediately fully exercisable:

(i) if there occurs any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to a plan),
that has the result that shareholders of the Company immediately before
such transaction cease to own at least 51 percent of the voting stock of
the Company or of any entity that results from the participation of the
Company in a reorganization, consolidation, merger, liquidation or any
other form of corporate transaction;

(ii) if the shareholders of the Company shall approve a plan of merger,
consolidation, reorganization, liquidation or dissolution in which the
Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned); or

(iii) if the shareholders of the Company shall approve a plan for the
sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Company (unless such plan is subsequently
abandoned).

(c) The Committee may in its sole discretion accelerate the date on which
any Option may be exercised and may accelerate the vesting of any Shares subject
to any Option or previously acquired by the exercise of any Option.

9. TERMINATION OF OPTION PERIOD.

(a) The unexercised portion of any Option shall automatically and without
notice terminate and become null and void at the time of the earliest to occur
of the following:

(i) three months after the date on which the Optionee's employment is
terminated for any reason other than by reason of (A) Cause, which, solely
for purposes of this Plan, shall mean the termination of the Optionee's
employment by reason of the Optionee's wilful misconduct or negligence, (B)
a mental or physical disability as determined by a medical doctor
satisfactory to the Committee, or (C) death;

(ii) immediately upon the termination of the Optionee's employment for
Cause;

(iii) one year after the date on which the Optionee's employment is
terminated by reason of a mental or physical disability (within the meaning
of Code Section 22(e) ) as determined by a medical doctor satisfactory to
the Committee; or

(iv) (A) twelve months after the date of termination of the Optionee's
employment by reason of death of the employee, or (B) three months after
the date on which the Optionee shall die if such death shall occur during
the one year period specified in Subsection 9(a)(iii) hereof.

A-5

(b) The Committee in its sole discretion may by giving written notice
('cancellation notice') cancel, effective upon the date of the consummation of
any corporate transaction described in Subsections 8(b)(ii) or (iii) hereof, any
Option that remains unexercised on such date. Such cancellation notice shall be
given a reasonable period of time prior to the proposed date of such
cancellation and may be given either before or after approval of such corporate
transaction.

10. ADJUSTMENT OF SHARES.

(a) If at any time while the Plan is in effect or unexercised Options are
outstanding, there shall be any increase or decrease in the number of issued and
outstanding Shares through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event:

(i) appropriate adjustment shall be made in the maximum number of Shares
available for grant under the Plan, so that the same percentage of the
Company's issued and outstanding Shares shall continue to be subject to
being so optioned; and

(ii) appropriate adjustment shall be made in the number of Shares and
the exercise price per Share thereof then subject to any outstanding
Option, so that the same percentage of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate exercise
price.

(b) Subject to the specific terms of any Option, the Committee may change
the terms of Options outstanding under this Plan, with respect to the option
price or the number of Shares subject to the Options, or both, when, in the
Committee's sole discretion, such adjustments become appropriate by reason of a
corporate transaction described in Subsections 8(b)(ii) or (iii) hereof.

(c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of or exercise price of Shares then subject
to outstanding Options granted under the Plan.

(d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

11. TRANSFERABILITY OF OPTIONS. Each Option shall provide that such Option
shall not be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and each Option shall be exercisable during the
Optionee's lifetime only by the Optionee.

A-6

12. ISSUANCE OF SHARES. As a condition of any sale or issuance of Shares
upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:

(i) a representation and warranty by the Optionee to the Company, at the
time any Option is exercised, that he is acquiring the Shares to be issued
to him for investment and not with a view to, or for sale in connection
with, the distribution of any such Shares; and

(ii) a representation, warranty and/or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or appropriate
to comply with the provisions of any securities law deemed by the Committee
to be applicable to the issuance of the Shares and are endorsed upon the
Share certificates.

13. ADMINISTRATION OF THE PLAN.

(a) The Plan shall be administered by the Committee, which shall consist
of not less than two Directors, each of whom shall be Disinterested Persons to
the extent required by Section 5(d) hereof. The Committee shall have all of the
powers of the Board with respect to the Plan. Any member of the Committee may be
removed at any time, with or without cause, by resolution of the Board and any
vacancy occurring in the membership of the Committee may be filled by
appointment by the Board.

(b) The Committee, from time to time, may adopt rules and regulations for
carrying out the purposes of the Plan. The Committee's determinations and its
interpretation and construction of any provision of the Plan shall be final and
conclusive.

(c) Any and all decisions or determinations of the Committee shall be made
either (i) by a majority vote of the members of the Committee at a meeting or
(ii) without a meeting by the unanimous written approval of the members of the
Committee.

14. INCENTIVE OPTIONS FOR 10% SHAREHOLDERS. Notwithstanding any other
provisions of the Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly or indirectly (through attribution under
Section 424(d) of the Code) at the date of grant, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or of
its subsidiary defined in Section 424 of the Code] at the date of grant) unless
the option price of such Option is at least 110% of the Fair Market Value of the
Shares subject to such Option on the date the Option is granted, and such Option
by its terms is not exercisable after the expiration of five years from the date
such Option is granted.

15. INTERPRETATION.

(a) The Plan shall be administered and interpreted so that all Incentive
Stock Options granted under the Plan will qualify as Incentive Stock Options
under section 422 of the Code. If any provision of the Plan should be held
invalid for the granting of Incentive Stock Options or illegal for any reason,
such determination shall not affect the remaining provisions hereof, but instead
the Plan shall be construed and enforced as if such provision had never been
included in the Plan.

A-7

(b) This Plan shall be governed by the laws of the State of Florida.

(d) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.

16. AMENDMENT AND DISCONTINUATION OF THE PLAN. Either the Board or the
Committee may from time to time amend the Plan or any Option; provided, however,
that, except to the extent provided in Section 10, no such amendment may,
without approval by the shareholders of the Company, (i) materially increase the
benefits accruing to participants under the Plan, (ii) materially increase the
number of securities which may be issued under the Plan, (iii) materially modify
the requirements as to eligibility for participation in the Plan, or (iv) extend
the termination date of the Plan as set forth in Section 17; and provided
further, that, except to the extent provided in Section 9, no amendment or
suspension of the Plan or any Option issued hereunder shall substantially impair
any Option previously granted to any Optionee without the consent of such
Optionee.

17. EFFECTIVE DATE AND TERMINATION DATE. The Plan shall be effective on
the date this Plan is adopted by the Board and shall terminate on December 31,
2006.

A-8

COMMON STOCK PROXY
L. LURIA & SON, INC.
5770 MIAMI LAKES DRIVE, MIAMI LAKES, FLORIDA 33014
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of shares of Common Stock of L. LURIA & SON, INC., a
Florida corporation (the 'Company'), hereby appoints LEONARD LURIA and PETER
LURIA, and each or either of them, the proxy or proxies of the undersigned, with
full power of substitution to such proxy and substitute, to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company to be held at the Wimbledon Room,
Don Shula's Hotel, Main Street, Miami Lakes, Florida 33014, at 9:00 A.M., local
time, June 6, 1996, and at all adjournments thereof with authority to vote said
Common Stock on the matters set forth below:

The shares of Common Stock represented by this Proxy will be voted in the
manner directed herein by the undersigned shareholder, who shall be entitled to
one vote for each share of Common Stock held. Except with regard to voting
separately as a class on the election of a director, shares of Common Stock will
vote together with shares of Class B Stock as a single class. If no direction is
made, this Proxy will be voted for each item listed below.

The Board of Directors recommends a vote FOR each proposal.

1. Ratification of the Company's 1996 Stock Option Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. Ratification of appointment of Deloitte & Touche LLP as the Company's
independent certified public accountants for the current fiscal year.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, upon such other business as may be properly brought
before the meeting and each adjournment thereof.

(see reverse side)

L. LURIA & SON, INC.

THIS PROXY WILL BE VOTED AS SPECIFIED, IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE MATTERS MENTIONED.

Dated: _______________________, 1996

___________________________________
(Signature)

PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THE LEFT. EXECUTORS,
ADMINISTRATORS, TRUSTEES, GUARDIANS,
ATTORNEYS AND AGENTS SHOULD GIVE
THEIR FULL TITLES AND SUBMIT
EVIDENCE OF APPOINTMENT UNLESS
PREVIOUSLY FURNISHED TO THE COMPANY
OR ITS TRANSFER AGENT. ALL JOINT
OWNERS SHOULD SIGN.

PLEASE MARK, DATE, SIGN AND RETURN
USING THE ENCLOSED ENVELOPE.
YOUR PROMPT ATTENTION WILL BE
APPRECIATED.

CLASS B STOCK PROXY
L. LURIA & SON, INC.
5770 MIAMI LAKES DRIVE, MIAMI LAKES, FLORIDA 33014
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of Class B Stock of L. LURIA & SON, INC., a Florida
corporation (the 'Company'), hereby appoints LEONARD LURIA and PETER LURIA, and
each or either of them, the proxy or proxies of the undersigned, with full power
of substitution to such proxy and substitute, to vote all shares of Class B
Stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held at the Wimbledon Room, Don
Shula's Hotel, Main Street, Miami Lakes, Florida 33014, at 9:00 A.M., local
time, June 6, 1996, and at all adjournments thereof with authority to vote said
Class B Stock on the matters set forth below:

The shares of Class B Stock represented by this Proxy will be voted in the
manner directed herein by the undersigned shareholder, who shall be entitled to
ten votes for each share of Class B Stock held. Except with regard to voting
separately as a class on the election of directors, shares of Common Stock will
vote together with shares of Class B Stock without regard to class. If no
direction is made, this Proxy will be voted for each item listed below.

The Board of Directors recommends a vote FOR each proposal.

1.ELECTION OF DIRECTOR. Election of Leonard Luria and Edwin Marks as Directors
representing holders of Class B Stock, by holders of Class B Stock voting as a
class.

[ ] FOR all nominees listed above (except as marked to the contrary below)

OR [ ] WITHHOLD AUTHORITY to vote for all nominees listed above.

(Instructions: to withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)

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

2. Ratification of the Company's 1996 Stock Option Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Ratification of appointment of Deloitte & Touche LLP as the Company's
independent certified public accountants for the current fiscal year.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, upon such other business as may be properly brought
before the meeting and each adjournment thereof.

(see reverse side)

L. LURIA & SON, INC.

THIS PROXY WILL BE VOTED AS SPECIFIED, IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE MATTERS MENTIONED.

Dated: _______________________, 1996

___________________________________
(Signature)

PLEASE MARK, DATE, SIGN AND RETURN
USING THE ENCLOSED ENVELOPE.
YOUR PROMPT ATTENTION WILL BE
APPRECIATED.