                                  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
                 [ ]Confidential, For Use of the Commission Only
                        (as permitted by Rule 14a-6(e)(2)

                (Name of Registrant as Specified in Its Charter)

                           DEVCON INTERNATIONAL CORP.

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(1) and 0-11.

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

         (2)      Aggregate number of securities to which transaction applies:

         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):

         (4)      Proposed maximum aggregate value of transaction:

         (5)      Total fee paid:

     [ ] Check box if any part of the fee is offset as provided in 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:
<PAGE>





                           DEVCON INTERNATIONAL CORP.
                    1350 EAST NEWPORT CENTER DRIVE, SUITE 201
                         DEERFIELD BEACH, FLORIDA 33442

                  NOTICE OF 2003 ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 6, 2003


To the shareholders of
Devcon International Corp.:

NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Shareholders of Devcon
International Corp., a Florida corporation, will be held at the Deerfield Beach
Hilton, Hillsboro Executive Center North, 100 Fairway Drive, Deerfield Beach,
Florida on Friday, June 6, 2003 at 3:00 p.m., local time, for the following
purposes:

       1.     To elect seven directors to serve until the next annual meeting of
              shareholders or until their successors are duly elected and
              qualified;
       2.     To approve and ratify the Company's Amended 1999 Stock Option
              Plan;
       3.     To ratify the reappointment of KPMG LLP, independent certified
              public accountants, as the Company's auditor for 2003; and
       4.     To transact other business as may properly come before the Annual
              Meeting, including any adjournments or postponements
              thereof.

The Board of Directors has fixed the close of business on April 25, 2003 as the
record date for determining those shareholders entitled to notice of and to vote
at the 2003 Annual Meeting and any adjournments or postponements thereof.

Whether or not you expect to be present at the meeting, please sign, date and
return the enclosed proxy card as promptly as possible in the enclosed
pre-addressed stamped envelope.

                                             By Order of the Board of Directors,
                                            /S/ DONALD L. SMITH, JR.
                                                Donald L. Smith, Jr., President
Deerfield Beach, Florida
May 2, 2003



THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY
URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE.
SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING,
REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
<PAGE>

                     2003 ANNUAL MEETING OF SHAREHOLDERS OF
                           DEVCON INTERNATIONAL CORP.
                                 PROXY STATEMENT

                     DATE, TIME AND PLACE OF ANNUAL MEETING

This Proxy Statement is furnished in connection with the solicitation by the
board of directors (the "Board") of Devcon International Corp., a Florida
corporation (the "Company"), of proxies from the holders of the Company's Common
Stock, par value $0.10 per share (the "Common Stock"), for use at the 2003
annual meeting of the Company's shareholders (the "Shareholders") to be held on
June 6, 2003, and any adjournments or postponements thereof (the "Annual
Meeting"), pursuant to the enclosed notice of Annual Meeting. It is expected
that this Proxy Statement and the enclosed form of proxy will be first mailed to
Shareholders of the Company on or about May 2, 2003. The complete mailing
address, including zip code, of the Company's principal executive offices is
1350 East Newport Center Drive, Suite 201, Deerfield Beach, Florida 33442.

                          INFORMATION CONCERNING PROXY

The enclosed proxy is solicited on behalf of the Company's Board. The giving of
a proxy does not preclude the right to vote in person should any Shareholder
giving a proxy so desire. Shareholders have an unconditional right to revoke
their proxy at any time prior to the exercise thereof, either in person at the
Annual Meeting or by filing with the Company's Secretary at the Company's
headquarters a written revocation or duly executed proxy bearing a later date.
No revocation will be effective, however, until the Company at or prior to the
Annual Meeting receives written notice of the revocation.

The cost of preparing, assembling and mailing this proxy statement, the notice
of Annual Meeting of Shareholders and the enclosed proxy is to be borne by the
Company. In addition to the use of mail, employees of the Company may solicit
proxies personally and by telephone and facsimile. They will receive no
compensation therefor in addition to their regular salaries. The Company may
request banks, brokers and other custodians, nominees and fiduciaries to forward
copies of the proxy material to their principals and to request authority for
the execution of proxies. The Company may reimburse such persons for their
expenses in so doing.

                             PURPOSES OF THE MEETING

At the Annual Meeting, the Shareholders will consider and vote upon the
following matters:

1.       The election of seven directors to serve until the next annual meeting
         of Shareholders or until their successors are duly elected and
         qualified;
2.       The approval and ratification the Company's Amended 1999 Stock Option
         Plan;
3.       The ratification of the reappointment of KPMG LLP, independent
         certified public accountants, as the Company's auditor for 2003; and
4.       Other business as may properly come before the Annual Meeting,
         including any adjournments or postponements thereof.

Unless contrary instructions are indicated on the enclosed proxy, all shares
represented by valid proxies received pursuant to this solicitation (and which
have not been revoked in accordance with the procedures set forth above) will be
voted (a) for the election of the seven nominees for director named below, and
(b) in favor of all other proposals described on the notice of Annual Meeting.
In the event a Shareholder specifies a different choice by means of the enclosed
proxy, his shares will be voted in accordance with the specification so made.

                                       2
<PAGE>
                 OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

The Board has set the close of business on April 25, 2003, as the record date
(the "Record Date") for determining Shareholders entitled to notice of and to
vote at the Annual Meeting. As of April 18, 2003 there were 3,338,473 shares of
Common Stock issued and outstanding, all of which are entitled to be voted at
the Annual Meeting. Holders of Common Stock are entitled to one vote per share
on each matter that is submitted to Shareholders for approval.

The attendance, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. In order to be elected, nominees for director
must receive a plurality of the votes cast by holders of shares of Common Stock
voting in person or by proxy at the Annual Meeting. The approval of proposal two
will require an affirmative vote of the holders of a majority of the shares of
the Common Stock of the Company voting in person or by proxy at the Annual
Meeting. The Board will consider the affirmative vote of the holders of a
plurality of the shares of the Common Stock of the Company voting in person or
by proxy at the Annual Meeting as a recommendation to the Board with respect to
proposal three. Abstentions are considered as shares present and entitled to
vote for purposes of determining the outcome of any matter submitted to the
Shareholders for a vote, but are not counted as votes cast "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 items 1,2 and 4 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. Accordingly,
such shares would not be considered by the inspectors as shares entitled to vote
on that subject matter and therefor would not be considered by the inspector
when counting votes cast on the matter. 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.

                              ELECTION OF DIRECTORS
Nominees

The Company's amended and restated bylaws (the "Bylaws") provide that the number
of directors to serve on the Board shall be determined by the Board of not less
than five nor more than seven directors. The Board has determined to increase
the number of directors from six to seven. Each director elected at the Annual
Meeting will serve as a director for a term expiring at the 2004 Annual Meeting
of Shareholders, expected to be held in June 2004, or until his successor has
been duly elected and qualified. Messrs. Smith, Hornsby, Pitts, Bechara, Cast,
Armstrong and Benejam have been nominated for election as directors and proxies
will be voted for such persons absent contrary instructions.

The Board does not believe that any nominee will refuse to act or be unable to
accept election. In the event, however, that a nominee for director is unable to
accept election or if any other unforeseen contingencies should arise, proxies
will be voted for the remaining nominees and for such other person as may be
designated by the Board, unless it is directed by a proxy to do otherwise.

Four of the nominees for election as a director of the Company are current
members of the Board. Mr. Smith has served as a director since 1951, Mr. Hornsby
has served as a director since 1975, Mr. Pitts has served as a director since
1996 and Mr. Bechara has served as a director since 1999. Messrs. Cast,
Armstrong and Benejam are first time nominees to the board, see further
information under Executive
                                       3
<PAGE>
Management below. Messrs. Kester and Steele have asked to retire from the
Board, and will not stand for re-election; they have served for 31 and 14 years,
respectively.

                             DIRECTORS' COMPENSATION

Directors are each paid an annual retainer for board service of $4,000, except
for the Chairman, Donald L. Smith, Jr. who is paid $35,000. Members of the Audit
Committee receive an annual retainer of $5,000 in June 2003 and the Chairman
receives an annual retainer of $7,500. Compensation Committee members receive an
additional $1,000 annual retainer, except for the Chairman who receives $1,500.
The fees for the coming year are expected to increase.

A new non-employee director will be granted an option to purchase 8,000 shares
of Common Stock upon the commencement of service as a director from a stock
option plan then in effect. In addition, each non-employee director is granted
options to purchase 1,000 shares of Common Stock after each annual meeting of
the Company. Such options will be granted at an exercise price equal to the
closing market rate on the day preceding the grant date.

                              EXECUTIVE MANAGEMENT

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

Name                                 Age   Position(s) held with the Company
-----                                ---   ----------------------------------
Donald L. Smith, Jr. ...........     81  Chairman of the Board,
                                         President and Chief Executive Officer
Richard L. Hornsby .............     67  Director and
                                         Executive Vice President
Robert L. Kester ...............     83  Director (retiring)
Robert A. Steele ...............     87  Director (retiring)
W. Douglas Pitts ...............     63  Director
Jose A. Bechara, Jr. Esq. ......     58  Director
James R. Cast ..................     54  Director (nominee)
Robert D. Armstrong ............     67  Director (nominee)
Gustavo R. Benejam  ............     47  Director (nominee)
Jan A. Norelid .................     49  Vice President-Finance and
                                         Chief Financial Officer
Henry C. Obenauf ...............     73  Vice President-Engineering
Donald L. Smith, III............     50  Vice President-Construction Division
Kevin S. Smith .................     45  Vice President-Materials Division

Donald L. Smith, Jr., a cofounder of the Company,  has served as its Chairman of
the Board, President and Chief Executive Officer since its formation in 1951.

Richard L. Hornsby was appointed the Company's Executive Vice President in March
1989.  Mr.  Hornsby  served as Vice President of the Company from August 1986 to
February 1989.  From September 1981 until July 1986 he was Financial  Manager of
R.O.L.,  Inc. and L.O.R.,  Inc.,  companies primarily engaged in various private
investment  activities.  He has been a director  of the  Company  since 1975 and
served as Vice President-Finance from 1972 to 1977.

Robert L. Kester, a director of the Company since 1972, is a private investor
and is former Chairman of Big Sky Western Bank in Big Sky, Montana. Mr. Kester
retired from active employment with Florida Coast Bank of Pompano Beach, Florida
after its acquisition by Barnett Bank of Florida in 1984. Mr.

                                       4
<PAGE>
Kester is additionally a partner of Kester Management Trust, a real estate
business in Pompano Beach, Florida.

Robert A. Steele, a director of the Company since May 1989, has been Chairman of
the Board, Chief Executive Officer and a principal shareholder of SFM Leasing
Company, Inc. and RAMS Leasing Company, Inc. since 1972. Both companies were
engaged in the heavy truck and equipment leasing business. Currently, these
companies are primarily engaged in various investment activities. Mr. Steele has
also been managing partner of Steele Associates, Ltd. since 1981 and SFM Realty
Associates since 1985, both of which are primarily engaged in various investment
activities.

W. Douglas Pitts, a director of the Company since 1996, is Chairman of the Board
and Chief Executive Officer of Courtelis Company, which is engaged primarily in
various real estate development activities. Prior to his selection as Chairman
of the Board and Chief Executive Officer in December 1995, Mr. Pitts served as
Executive Vice President and Chief Operating Officer of Courtelis Company from
1983 to 1995.

Jose A. Bechara, Jr., Esq., a director of the Company since 1999, is Chairman of
the Board and Chief Executive Officer of Hormigonera Mayaguezana, Inc., a
leading manufacturer of concrete in Puerto Rico. He has served on various boards
of directors, including banks, industrial companies, utilities and educational
institutions, and has been active in numerous professional associations. He was
admitted to the bar in the Commonwealth of Puerto Rico in 1969.

James R. Cast, a director nominee, is owner of his own CPA firm, specializing in
business acquisitions and general tax matters. Prior to that and from 1972 to
1994, he was with KPMG LLP, with his last position as Senior Tax Partner in
Charge of the South Florida practice. He was also the coordinator of KPMG's
South Florida Mergers & Acquisitions practice. He currently serves as Chairman
of the Board of the Covenant House of Florida, a charitable organization. Mr.
Cast has an MBA degree from the Wharton School at the University of
Pennsylvania.

Robert Armstrong, a director nominee, is owner and director of V.I. Asphalt
Products Corporation, The Buccaneer Hotel, the Bank of St. Croix and several
other corporations on St. Croix, US Virgin Islands. His extensive experience
includes the aggregates industry, heavy construction and engineering in the US
Virgin Islands. He also owns Haywood Street Redevelopment Corporation, a real
estate developer and investor in North Carolina. Mr. Armstrong is a graduate of
Princeton University.

Gustavo R. Benejam, a director nominee, is currently providing consulting
services to various companies. Prior to that and from 2000 to 2002 he served as
Chief Operating Officer of AOL Latin America, and prior to that and from 1995 to
2000 he worked in various positions for Pepsico, as Frito Lay's VP Caribbean,
Andean and South Cone, and as Pepsi Cola's President-Latin America. Mr. Benejam
has an MBA from Indiana University.

Jan A. Norelid was appointed Vice President-Finance and Chief Financial Officer
in October 1997. Prior to that he served as Chief Financial Officer or
Controller for various companies in and outside the United States.

Henry C. Obenauf was appointed Vice President-Engineering of the Company in
March 1989, after having served as Vice President of the Company since 1977. The
Company has employed Mr. Obenauf for more than 34 years.

                                       5
<PAGE>
Donald L. Smith, III, was appointed Vice President-Construction Division for the
Company in December 1992. Mr. Smith joined the Company in 1976 and has served in
various supervisory and managerial positions with the Company since that time.

Kevin M. Smith,  45, was  appointed  Vice  President-Materials  Division in June
2002. Mr. Smith joined the Company in 1989 and has served in various  management
positions within the Company since that time.

The Company's directors hold office until the next annual meeting of
Shareholders and until their successors have been duly elected and qualified.
The Company's officers are elected annually by the Board and serve at the
discretion of the Board. There are no arrangements or understandings with
respect to the selection of officers or directors.

Donald L. Smith, III and Kevin S. Smith are sons of Donald L. Smith, Jr., the
Company's Chairman, President and Chief Executive Officer. Aside from the
foregoing, there are no family relationships between any directors and executive
officers of the Company. The Company also employs another child and a
daughter-in-law of Donald L. Smith, Jr.

                             EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth compensation awarded to, earned by or paid to the
Company's Chief Executive Officer and each of the other four executive officers
of the Company who had an annual salary and bonus in 2002 in excess of $100,000
(collectively, the "Named Executive Officers"). The Company has not granted any
restricted stock awards or stock appreciation rights.
<TABLE>
<S>                              <C>        <C>           <C>           <C>            <C>      <C>        <C>       <C>

                                                                                          Long-term
                             Annual Compensation                                        compensation
                                                                        Other        Awards    Payouts     All
                                                                       annual      Securities             other
                                                                       compen-     underlying   LTIP     compen-
Name and                        Fiscal     Salary                      sation       options    payouts   sation
Principal Position               year         $       Bonus ($)         ($) (1)        (#)       ($)     ($) (2)
---------------------------      ----     --------    ---------        -------      --------  --------   -------
Donald L. Smith, Jr.             2002      300,000            -        40,000          5,700      -       8,252
Chairman of the Board,           2001      300,000            -        35,000              -      -       7,958
President and CEO                2000      298,461            -             -              -      -       7,960

Richard L. Hornsby               2002      190,000            -         9,000          5,700      -      22,376
Executive Vice President         2001      187,500       10,000         9,000              -      -      72,739
                                 2000      184,231            -         9,000              -      -      72,931

Jan A. Norelid                   2002      164,615       15,000         5,000          5,700      -       3,715
Vice President-Finance           2001      155,000        5,000         5,000              -      -       3,638
Chief Financial Officer          2000      139,231       42,570         5,000              -      -       3,599

Kevin M. Smith                   2002      134,882        5,000         5,000          5,700      -       4,397
Vice President -                 2001      128,189       10,000         5,000              -      -       4,042
Materials Division               2000      124,727            -         5,000              -      -       3,596

Donald L. Smith III              2002      133,780            -         5,000          5,700      -       5,277
Vice President                   2001      125,950       13,000         5,000              -      -      11,543
Construction Division            2000      122,681        4,200         5,000              -      -      11,438

</TABLE>
                                       6
<PAGE>
______________________
(1)  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. Includes $4,000 a year for Mr. Hornsby, representing a
     retainer paid to all directors other than Mr. Smith, Jr., and $35,000 for
     Mr. Smith, Jr., as well as $5,000 per year for Messrs. Smith, Jr. Hornsby,
     Norelid, K. Smith and Smith III for service on a management policy
     committee.

(2)  Represents (i) the cost of term and non-term life insurance coverage paid
     to the insurance company as premiums for policies on the lives of Messrs.
     Hornsby and Smith III in 2002, 2001 and 2000 pursuant to split dollar life
     insurance policies on the lives of such executive officers and (ii) the
     Company's match of a 401(k) contribution made by each named executive
     officer. The Company will be reimbursed for its non-term premium payments
     at such time as benefits are paid under the policies or the policies are
     terminated and the cash proceeds distributed.

Option Grants and Long-Term Incentive Awards

The following table sets forth certain information concerning stock option
grants to the Named Executive Officers during the 2002 year. No stock
appreciation rights or long-term incentive awards were granted to the Named
Executive Officers during 2002.

                                              OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<S>                                  <C>            <C>                 <C>            <C>                 <C>

                                                 Percent of
                                  Number of     total options                                            Grant
                                 securities    granted to all                                            date
                                 underlying     employees in         Exercise                           present
                                   options       fiscal year           price       Expiration            value
                                    (#)(1)            (%)            ($/Sh)          date               $ (2)
                                ------------- -----------------    ------------  --------------      -------------
Donald L. Smith, Jr.                5,700          16.5%               $5.85         4/30/12            $14,806
Richard L. Hornsby                  5,700          16.5%               5.85          4/30/12             14,806
Jan A. Norelid                      5,700          16.5%               5.85          4/30/12             14,806
Kevin M. Smith                      5,700          16.5%               5.85          4/30/12             14,806
Donald L. Smith III                 5,700          16.5%               5.85          4/30/12             14,806
</TABLE>


(1)      Options vest at the rate of 20% on each anniversary of the date of the
         grants, April 30, 2002.

(2)      The Black-Scholes option-pricing model was used to determine the grant
         date present value of the stock options granted. The following facts
         and assumptions were used in making such calculation: (i) exercise
         prices as indicated in the table above; (ii) fair market value equal to
         the respective exercise price of each option on the date of the grants;
         (iii) a dividend yield of 0%; (iv) an expected stock option term of 10
         years; (v) a stock price volatility of 18.2% based on an analysis of
         monthly stock closing prices of Common Stock during the preceding 12
         months; and (vi) a risk-free interest rate of 5.16% for the options
         granted on April 30, 2002, which is equivalent to the yield of a
         ten-year Treasury note on the date of the grants. No other discounts or
         restrictions related to vesting or the likelihood of vesting of stock
         options were applied. The resulting grant date present value for each
         stock option was multiplied by the number of stock options granted.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2002 with respect to
compensation plans under which the Company's equity securities are authorized
for issuance.

                                       7
<PAGE>
<TABLE>
<S>                                       <C>                        <C>                          <C>
                                                                                             Number of shares
                              Number of shares to be           Weighted average           remaining available for
                              issued upon exercise             exercise price of           future issuance under
                             of outstanding options           outstanding options         compensation plans (1)
                             ----------------------           -------------------         ----------------------

Equity compensation plans:
Approved by Shareholders                793,195                      $3.77                        17,000
Not approved by Shareholders              -                           -                              -
Total                                   793,195                      $3.77                        17,000
</TABLE>

(1)      Excluding shares reflected in first column, and does not include
         securities available for future issuances pursuant to the proposed
         amendment of the 1999 Stock Option Plan described in this Proxy
         Statement (see Proposal to Amend the Devcon International Corp 1999
         Stock Option Plan).

Aggregated Fiscal Year-End Option Value Table

The following table sets forth certain information concerning unexercised stock
options held by the Named Executive Officers as of December 31, 2002. No stock
appreciation rights have been granted or are outstanding.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES
<TABLE>
<S>                           <C>            <C>         <C>           <C>               <C>            <C>

                            Shares                      Number of securities
                           acquired                    underlying unexercised          Value of unexercised
                              on           Value             options at                in-the-money options
                           exercise      realized        fiscal year end (#)         at fiscal year end($)(1)
                                                        ---------------------       ---------------------------
Name                            (#)           ($)      exercisable unexercisable  exercisable(2) unexercisable(3)
----                        -------------------------------------- -------------  -------------- ----------------

Donald L. Smith, Jr.              -       $     -       105,000        25,700         $479,250       $105,845
Richard L. Hornsby                -             -        75,375        17,700          213,229         67,245
Jan A. Norelid               11,400        49,590        73,400        36,500          219,672        150,753
Kevin M. Smith               10,000        47,000        70,000        25,700          104,000        108,845
Donald L. Smith, III              -             -        63,450        25,200          161,117        100,020
-----------------
</TABLE>

(1)      The closing price for the Company's Common Stock as reported on the
         National Association of Securities Dealers Automated Quotation System
         ("NASDAQ") on December 31, 2002 was $6.70. Value is calculated by
         multiplying (a) the difference between $6.70 and the option exercise
         price by (b) the number of shares of Common Stock underlying the
         option.

(2)      For certain exercisable shares, the exercise price exceeded the closing
         price at December 31, 2002. Values shown include only in-the-money
         exercisable shares.

(3)      For certain unexercisable shares, the exercise price exceeded the
         closing price at December 31, 2002. Values shown include only
         in-the-money unexercisable shares.

Employment Agreements

In June 2000, the Company entered into an amended Life Insurance and Salary
Continuation Agreement with the Company President. The President shall receive a
retirement benefit upon the sooner of his retirement from his position after
March 31, 2003, or a change in control of the Company. Benefits to be received
shall equal 75 percent of his base salary, which currently is $300,000 per year,
and shall continue
                                        8
<PAGE>
for the remainder of his life. In the event that a spouse survives him, then
the surviving spouse shall receive a benefit equal to 100 percent of his base
salary for the shorter of five years or the remainder of the surviving spouse's
life.

In June 2001, the Company entered into employment agreements with Messrs.
Hornsby, Norelid, Kevin M. Smith and Donald L. Smith, III. The term of the
agreements are for one year, annually renewable for additional equivalent terms.
The agreements stipulate an annual base salary with merit increases and bonuses
as determined by the Compensation Committee. If the agreement is terminated by
the Company without cause or terminated by the employee for "Good Reasons",
which includes assignment of duties inconsistent with the executive's position,
then the Company will pay one year's salary in severance. If there is a change
in control of the Company, which includes a change of the majority of the Board
not approved by the incumbent Board, or members of Donald L. Smith, Jr.'s family
controlling less than 20% of the shares of the Company, the Company will pay two
years annual compensation upon termination of the agreement by either party. The
Company will reimburse the employee any excise tax payable by the employee.
Under certain conditions, during employment and for a period of 2 years after
termination, the employee shall not compete with the Company business.

                              CERTAIN TRANSACTIONS

The Company  leases a 3.4-acre  parcel of real property from Mrs.  Muriel Smith,
wife of Mr. Donald L. Smith,  Jr., pursuant to which Mrs. Smith received $95,400
in annual rent in 2002. In January 2002 a new 5-year  agreement was signed,  the
rent was  increased  to  $95,400.  This  rent was  based  on  comparable  rental
contracts for similar properties in Deerfield Beach.

The Company has borrowed approximately $2.1 million from Donald L. Smith, Jr. at
December 31, 2002. The note is unsecured, bears interest at the prime interest
rate. Three hundred thousand dollars is due on demand and $1.8 million is due on
July 1, 2004. Mr. Smith has the option of making the entire note due on demand
should a change of control occur. A change of control has occurred if a person
or group acquires 15% or more of the Company's Common Stock or announces a
tender offer, the consummation of which would result in ownership by a person or
group of 15% or more of the Company's Common Stock.

The Company has receivables due from certain officers and employees as a result
of payments made by the Company pursuant to a split dollar life insurance plan.
The Company's advances to pay premiums are secured by a pledge of the cash value
of the issued policies. Amounts due the Company under the split dollar plans
aggregated $974,418 at December 31, 2002, including $676,957 from Richard L.
Hornsby and $78,153 from Donald L. Smith III.

Commencing in July 1996 and through December 2001, Donald L. Smith, Jr. had
invested $5.4 million for an 11.3 percent investment in a Partnership seeking to
develop a resort in the Bahamas (the "Partnership"), and has personally
guaranteed certain of the Partnership's liabilities. Mr. Smith is a member of
the Partnership's Senior Management Committee and serves on its Executive
Committee. Commencing in October 1996 and through December 2001, the Company
invested $186,000 and provided certain services for a 1.2 percent interest in
the Partnership. Commencing in 1999 and through December 2001, Robert D.
Armstrong had invested $1.0 million for a 1.55 percent interest in the
Partnership. Commencing in August 1996 and through December 2001, Robert A.
Steele had invested $171,000 for a 1.0 percent interest in the Partnership. In
April 2003, Mr. Steele sold his interest to a third party.

The Company has a $28.2 million contract with the Partnership to perform land
preparation services. The Company believes the contract has been entered into at
arm's length and at terms and conditions that the

                                       9
<PAGE>
Company would offer other customers. Prices established for the work are
dependent on market conditions and conditions unique to the environment of the
Bahamas. In connection with this contract, the Company has recorded revenue of
$8.4 million during 2002. The backlog on the contract as of December 31, 2002
was $3.0 million. As of December 31, 2002 the Company had trade receivables
from the Partnership of approximately $1.3 million. Subsequent to year-end and
through March 2003 the Company received $915,000 in payments and billed an
additional $1.7 million through March 2003.

As of January 1, 2003, the Company entered into an agreement with the
Partnership to defer payment of 50% of its regular contract billings issued for
work from September, 2002 and onwards, up to a maximum amount of $2.5 million.
The Company's President personally guaranteed up to $2.5 million of the
outstanding trade receivables from the Partnership, subject to exhaustion by the
Company of all other remedies. The deferral of payment is for three years from
the date invoices become due. Interest of eight percent annually will accrue and
become payable at maturity.

The Company owns 50.02% of its subsidiary in Puerto Rico, Puerto Rico Crushing
Company, Inc. ("PRCC"). Director Jose A. Bechara, Jr. Esq. is a majority
shareholder of Empresas Bechara, which in turn owns 24.99% of PRCC. PRCC's most
important customer is Hormigonera Mayaguezana, a wholly owned subsidiary of
Empresas Bechara. Sales to Hormigonera Mayaguezana of $3.5 million represented
83% of PRCC's total sales for year 2002. PRCC had $129,660 of outstanding
receivables from Hormigonera Mayaguezana at December 31, 2002.

The Company purchased from the CFO, Jan A. Norelid, in a private transaction in
May 2002, 11,400 shares of the Company's common stock at the prevailing market
rate. The total payment was $73,530.

The Company purchased from a director, Robert A. Steele, in a private
transaction in April 2003, 12,000 shares of the Company's common stock at the
prevailing market rate. The total payment was $81,840.

The Company employs William H. Ladd, a brother-in-law to Donald L. Smith, III,
as manager for its operations on the island of Sint Maarten/St. Martin. Mr. Ladd
received annual compensation of $98,919, including bonuses, compensation from
exercise of stock options and car allowance. The Company also provides Mr. Ladd
temporary living expenses while working on the island.

The Company owns a 50% interest in ZSC South, a joint venture, which owns two
parcels of vacant land in South Florida. Mr. W. Douglas Pitts owns a 5% interest
in the joint venture; Courtelis Company, the 45% owner, manages the joint
venture's operations and Mr. Pitts is President of Courtelis Company. The owners
of ZSC South pay annually, as additional capital, for the moneys needed to pay
ZSC South's real estate taxes, which in 2002 totaled $17,577.

Mr. James R. Cast, a director nominee, in his tax and consulting practice,
provides services to the Company and to Mr. Donald Smith, Jr. privately. The
Company paid Mr. Cast $35,210 for his services in 2002.

The Company sells products to corporations controlled by Mr. Robert D.
Armstrong. The amount of product sold is less than 5% of the Company's gross
receipts. The Company purchases products from corporations controlled by Mr.
Armstrong. The purchases totaled $27,148 in 2002. Corporations controlled by Mr.
Armstrong sometimes offer to sell asphalt to customers in St. Croix to whom the
Company may also quote concrete and aggregate products in competition with the
asphalt. The Company also sometimes competes for construction contracts with
corporations controlled by Mr. Armstrong.

                                       10
<PAGE>

The Board has adopted a policy that all future related party transactions be
approved by a majority of disinterested directors in advance. We believe that
all of the foregoing related party transactions were entered into on an
arms-length basis.

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 regulations 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 December 31, 2002 all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10
percent beneficial owners were complied with, with the exception that Kevin M.
Smith, the Company's Vice President - Materials Division, failed to timely file
three Form 4s to report an aggregate of three transactions. Kevin Smith's late
filings resulted from discretionary broker transactions in which Mr. Smith did
not receive information with respect to the occurrence and nature of the
transactions in time to comply with such reporting requirements. In addition,
although all Section 16 reports filed for the fiscal year ended December 31,
2002 were filed on a timely basis by Donald L. Smith, Jr., the Company's
President and Chief Executive Officer, Mr. Smith failed to timely file three
Form 4s to report an aggregate of six transactions. These transactions occurred
in prior years and consisted of three sets of two related and nearly
simultaneous transactions, all in connection with certain estate planning
arrangements Mr. Smith has implemented. Donald L. Smith, Jr.'s late filings
resulted from administrative oversights due to the nature of the third party
administration of such arrangements

                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the year ended December 31, 2002, the Board held 6 meetings. During 2002,
no incumbent director attended fewer than 75 percent of the aggregate of (i) the
number of meetings of the Board held during the period he served on the Board,
and (ii) the number of meetings of committees of the Board held during the
period he served on such committees. The Board has two standing committees, the
audit committee ("the Audit Committee") and the compensation committee (the
"Compensation Committee").

Messrs. Kester, Pitts and Steele are members of the Audit Committee, which met
four times during 2002. The duties and responsibilities of the Audit Committee
include (a) recommending to the full Board the appointment of the Company's
auditors and any termination of engagement, (b) reviewing the plan and scope of
audits, (c) reviewing the Company's significant accounting policies and internal
controls and (d) having general responsibility for all related auditing matters.
The Audit Committee's charter was filed with the Company's proxy statement for
the year ended December 31, 2000, dated May 4, 2001. The Audit Committee expects
to amend its charter after the rules, issued by SEC and NASDAQ, concerning audit
committees, have been finalized.

Messrs. Kester, Pitts, Steele and Bechara are members of the Company's
Compensation Committee, which met once during 2002 and took certain actions by
unanimous written consent. This committee administers the 1992 and 1999 stock
option plans and has the power and authority to (a) determine the persons to be
awarded options and the terms thereof and (b) construe and interpret the 1992
and 1999 stock option plans. This Committee is also responsible for the final
review and determination of executive compensation.

                                       11
<PAGE>

Two of the Audit and Compensation Committee members will retire from the Board
as of the Annual Meeting, and the Board will elect new members from the
nominated directors.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The  Compensation  Committee  members are Robert L. Kester,  W.  Douglas  Pitts,
Robert A. Steele and Jose A. Bechara, Jr. Esq.

Commencing in July 1996 and through December 2001, Donald L. Smith, Jr. had
invested $5.4 million for an 11.3 percent investment in a Partnership seeking to
develop a resort in the Bahamas (the "Partnership"), and has personally
guaranteed certain of the Partnership's liabilities. Mr. Smith is a member of
the Partnership's Senior Management Committee and serves on its Executive
Committee. Commencing in October 1996 and through December 2001, the Company
invested $186,000 and provided certain services for a 1.2 percent interest in
the Partnership. Commencing in August 1996 and through December 2001, Robert A.
Steele had invested $171,000 for a 1.0 percent interest in the Partnership. In
April 2003, Mr. Steele sold his interest to a third party. See further Certain
Transactions page 10.

The Company purchased from a director, Robert A. Steele, in a private
transaction in April 2003, 12,000 shares of the Company's common stock at the
prevailing market rate. The total payment was $81,840.

The Company owns 50.02% of its subsidiary in Puerto Rico, Puerto Rico Crushing
Company, Inc. ("PRCC"). Director Jose A. Bechara, Jr. Esq. is a majority
shareholder of Empresas Bechara, which in turn owns 24.99% of PRCC. PRCC's most
important customer is Hormigonera Mayaguezana, a wholly owned subsidiary of
Empresas Bechara. Sales to Hormigonera Mayaguezana of $3.5 million represented
83% of PRCC's total sales for year 2002. PRCC had $129,660 of outstanding
receivables from Hormigonera Mayaguezana at December 31, 2002.

The Company owns a 50% interest in ZSC South, a joint venture, which owns two
parcels of vacant land in South Florida. Mr. W. Douglas Pitts owns a 5% interest
in the joint venture; Courtelis Company, the 45% owner, manages the joint
venture's operations and Mr. Pitts is President of Courtelis Company. The owners
of ZSC South pay annually, as additional capital, for the moneys needed to pay
ZSC South's real estate taxes, which in 2002 totaled $17,577.

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is primarily responsible for determining the
compensation of the Company's executive officers, although the Company's Chief
Executive Officer and President makes recommendations to the Compensation
Committee as to the compensation of the Company's executive officers. The
Compensation Committee's general philosophy with respect to the compensation of
the Company's executive officers is to offer competitive compensation programs
designed to attract and retain qualified executives, to motivate performance to
achieve specific goals and to align the interests of senior management with the
long-term interests of the Shareholders.

In determining compensation, job level, individual performance and Company
performance are considered. More specifically, factors considered include the
Chief Executive Officer and President's recommendations, specific
accomplishments of the executive officers, the Company's historical and
projected performance, sales, earnings, financial condition and return on equity
and economic conditions. These factors and the ultimate determination of
compensation are subjective. The Company attempts to provide incentives to
retain qualified executive officers, but also believes that the compensation
paid to its executives is well within the range of compensation paid to
similarly situated executives at other

                                       12
<PAGE>

companies in similar industries or at companies having similar market
capitalization. Given the level of the Company's executive officers
compensation, the Committee does not believe that it is necessary to incur the
expense of formal studies or market analysis.

Of all the components of compensation, salary is most closely related to
individual performance. Strong emphasis is given to the Chief Executive
Officer's recommendations, given his experience with the Company since its
origin and his day-to-day contact with the other executive officers.
Consideration is also given to the amount deemed necessary to retain an
executive officer's services. These considerations are subjective and not
subject to specific criteria. Company performance is also a factor; salaries for
three executive officers were increased in 2002 based on merit and other
factors. Based on its experience with companies in general and on experience
with the Company's industry, and without utilizing any formal market studies,
the Committee believes that the salaries paid by the Company to its executive
officers are moderate by comparison to external standards. This analysis was
also subjective and not subject to specific criteria.

While bonuses are also related to individual performance, Company performance is
emphasized more in determining bonus payments than in determining salary. This
is particularly true at the highest level of management. In considering
performance, generally earnings are most emphasized, although revenues and
financial condition are also considered. The amount of any bonus is not tied to
specific performance criteria, but is also subjectively determined based upon an
analysis of the aforementioned factors. An executive officer could receive a
bonus in a year where the Company is not profitable, based upon his individual
performance or areas of responsibility. Two executive officers received bonuses
totaling $20,000 after review of the foregoing factors. The Company also
attempts to provide incentives to its executive officers to remain with the
Company and to improve performance through the grant of stock options. Options
allow executive officers to share, to some extent, in shareholders' return on
equity. Typically, Company options vest annually in equal amounts over a long
term. The determination of how many options to grant to an executive officer
depends, to varying degrees, on the number of outstanding options held by the
executive officer, his job level and performance and Company performance. Given
that no options had been issued to executive officers since 1999, and as means
of providing additional incentive to executive officers, an additional 5,700
options were issued in 2002 to each of the Named Executive Officers, including
the President and CEO.

As a result of the foregoing factors, the President and Chief Executive
Officer's monthly salary was not increased in 2002. In addition, he received no
bonus in 2002. In determining not to reduce the President's compensation from
its existing level the Committee took into consideration, in addition to the
other factors mentioned above, the time and effort being expended by the
President, the Company's results in 2002, the President's experience and
expertise in handling the issues facing the Company and the perceived progress
toward enabling the Company to meet future goals. The final determination, after
reviewing these factors, was subjective.

The Company had various obligations under its 401(k) plan and with respect to
split dollar insurance premiums, all of which were met. In December 1993, the
Internal Revenue Service issued proposed regulations concerning compliance with
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
Section 162(m) generally disallows a public company's deduction for compensation
to any one of certain employees (primarily executive officers) in excess of $1.0
million per year unless the compensation is pursuant to a plan or performance
goals approved by the public company's shareholders. None of the Named Executive
Officers presently receives, and the Compensation Committee does not anticipate
that such persons will receive, annual cash compensation in excess of the $1.0
million cap provided in Section 162(m).

 Robert L. Kester, Jose A. Bechara, Jr. Esq.,W. Douglas Pitts, Robert A. Steele

                                       13
<PAGE>

                          REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is established pursuant to the
Company's Bylaws and the Audit Committee Charter adopted by the Board on June 9,
2000. The Audit Committee's charter was filed with the Company's proxy statement
for the year ended December 31, 2000, dated May 4, 2001. The Audit Committee
expects to amend its charter after the rules issued by the SEC and NASDAQ have
been finalized.

Management is responsible for the Company's internal controls and the financial
reporting process. The Company's independent auditors are responsible for
performing the independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America and for issuing a report thereon. The Audit Committee
is comprised of three non-management directors and its responsibility is
generally to monitor and oversee the processes described in the Audit Committee
Charter. The members of the Audit Committee are not professionally engaged in
the practice of accounting or auditing and are not experts in the fields of
accounting or auditing. The existing Audit Committee relies, without independent
verification, on the information provided to it and on the representations made
by management and the independent auditors that the financial statements have
been prepared in conformity with generally accepted accounting principles. Each
member of the existing Audit Committee is independent in the judgment of the
Company's Board as required by the listing standards of NASDAQ, as of this date.
The Company does not know what the composition of the Audit Committee will be
after the election of new members to the Board and the retirement of two of the
members. With respect to the period ended December 31, 2002, in addition to its
other work, the Audit Committee had four meetings in fiscal 2002, and:

 -     Reviewed and discussed with the Company's management and the independent
       auditors the audited consolidated financial statements of the Company as
       of December 31, 2002;

 -     Discussed with the independent auditors the matters required to be
       discussed by auditing standards generally accepted in the United States
       of America; and

 -     Received from the independent auditors written affirmation of their
       independence required by Independence Standards Board Standard No. 1 and
       discussed with the auditors the firm's indepen-dence. The independent
       auditors met with the Audit Committee without management being present.

In fulfilling its responsibilities, the Audit Committee recommended to the Board
the selection of the Company's independent accountants, KPMG LLP. That firm has
discussed with the Committee and provided written disclosures to the Committee
on (1) that firm's independence as required by the Independence Standards Board
and (2) the matters required to be communicated under generally accepted
auditing standards.

Consistent with SEC policies regarding auditor independence, the Audit Committee
has responsibility for appointing, setting compensation and overseeing the work
of the independent auditor. In recognition of this responsibility, the Audit
Committee has established a policy to pre-approve all audit and permissible
non-audit services provided by the independent auditor.

Based upon the review and discussions referred to above, and subject to the
limitations on its role and responsibilities described above and in the Audit
Committee charter, the Audit Committee recommended to the Board that that
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002 for filing with the
Securities and Exchange Commission.

              Robert L. Kester, W. Douglas Pitts, Robert A. Steele

                                       14
<PAGE>


                                 STOCK OWNERSHIP

The following table sets forth as of April 15, 2003 (or such other date
indicated in the footnotes below), the number of shares beneficially owned and
the percentage of ownership of the Company's Common Stock by (i) each person
known to the Company to own beneficially more than 5 percent of the outstanding
Common Stock, (ii) each director of the Company, (iii) each nominee for
director, (iv) each of the five executive officers of the Company who had annual
salary and bonus for 2002 in excess of $100,000 (the "Named Executive
Officers"), including the President and Chief Executive Officer, and (v) all
directors and executive officers of the Company as a group.
<TABLE>
<S>                                                                                <C>              <C>
                                                                                       Common Stock
                                                                                Beneficially     Owned (2)
Name and Address of Beneficial Owner (1)                                          Shares          Percent
----------------------------------------                                          ------          -------
Donald L. Smith, Jr. (3)..............................................         1,304,571           37.76%
Smithcon Family Investments, Ltd (4)..................................           981,372           29.40%
Robert A. Steele (5)..................................................           208,000            6.22%
Robert L. Kester (6)..................................................            21,600            *
Richard L. Hornsby (7)................................................           114,015            3.30%
Donald L. Smith, III (8)..............................................           142,754            4.19%
W. Douglas Pitts (9)..................................................            24,000            *
Henry C. Obenauf......................................................              -               -
Jan A. Norelid (10)...................................................           103,340            3.02%
Kevin M. Smith (11)...................................................           172,688            5.05%
Jose A. Bechara, Jr. Esq. (12)........................................            61,500            1.84%
Robert Armstrong (13) (proposed director) ............................           210,000            6.29%
James R. Cast (proposed director).....................................              -               -
Gustavo R. Benejam (proposed director)................................              -               -
Dimensional Fund Advisors, Inc. (14)..................................           276,600            8.29%
FMR Corp. (15)........................................................           375,700           11.25%
All directors and executive officers as a group (10 persons)..........         2,122,468           55.35%
--------------------
*........Less than 1%.
</TABLE>

(1)      Unless  otherwise  indicated,  the address of each of the  beneficial
         owners is 1350 East Newport  Center  Drive,  Suite 201,
         Deerfield Beach, Florida 33442.

(2)      Unless otherwise indicated each person or group has sole voting and
         investment power with respect to all such shares.

(3)      Mr. Smith's holdings include (i) 189,341 shares directly owned by Mr.
         Donald L. Smith, Jr. (ii) 981,372 shares held by Smithcon Family
         Investments, Ltd., an entity controlled by Smithcon Investments, Inc.
         (the "Corporation"), a corporation that is wholly owned by Mr. Smith,
         (iii) 17,628 shares held by the Corporation and (iv) 116,140 shares
         issuable upon exercise of options that are presently exercisable or
         exercisable within 60 days of the Record Date and does not include
         14,560 shares not presently exercisable and that will not be
         exercisable within 60 days of the Record Date.

(4)      All 981,372 shares held by Smithcon Family Investments, Ltd. are deemed
         beneficially owned by Donald L. Smith, Jr. and are included in the
         above table for each of Mr. Smith and Smithcon Family Investments, Ltd.
         See footnote (3) for description of relationship between Smithcon
         Family Investments, Ltd. and Mr. Smith.

(5)      Includes 8,000 shares issuable upon exercise of options that are
         presently exercisable.

                                       15
<PAGE>


(6)      Includes 20,000 shares issuable upon exercise of options that are
         presently exercisable.

(7)      Includes 1,500 shares directly owned by Mr. Hornsby, 82,515 shares
         issuable upon exercise of options granted by the Company that are
         presently exercisable or exercisable within 60 days of the Record Date
         and 30,000 shares issuable upon exercise of an option that is presently
         exercisable, granted by Mr. Donald L. Smith, Jr., to Mr. Hornsby to
         purchase shares of Mr. Smith's Common Stock at an exercise price of
         $2.33 per share. Does not include 10,560 shares subject to options held
         by Mr. Hornsby that are not presently exercisable and that will not be
         exercisable within 60 days of the Record Date.

(8)      Includes (i) 33,964 shares directly owned by Mr. Donald L. Smith, III
         and his wife (ii) 38,200 shares beneficially owned that are held in
         trust by Donald L. Smith, III for the benefit of his children, to which
         latter shares Mr. Smith disclaims beneficial ownership and (iii) 70,590
         shares issuable upon exercise of options that are presently exercisable
         or exercisable within 60 days of the Record Date. Does not include
         18,060 shares issuable upon exercise of options that are not presently
         exercisable and that will not be exercisable within 60 days of the
         Record Date.

(9)      Includes 24,000 shares issuable upon exercise of options that are
         presently exercisable.

(10)     Includes 20,800 shares directly owned by Mr. Norelid and 82,540 shares
         issuable upon exercise of options that are presently exercisable or
         exercisable within 60 days of the Record Date. Does not include 15,960
         shares issuable upon exercise of options that are not presently
         exercisable and that will not be exercisable within 60 days of the
         Record Date.

(11)     Includes (i) 27,948 shares directly owned by Mr. Kevin M. Smith and his
         wife (ii) 63,600 shares beneficially owned that are held in trust by
         Kevin M. Smith for the benefit of his children, to which latter shares
         Mr. Smith disclaims beneficial ownership and (iii) 81,140 shares
         issuable upon exercise of options that are presently exercisable or
         exercisable within 60 days of the Record Date. Does not include 14,560
         shares issuable upon exercise of options that are not presently
         exercisable and that will not be exercisable within 60 days of the
         Record Date.

(12)     Includes 50,000 shares owned by Hormigonera Mayaguezana, Inc., deemed
         beneficially owned by Mr. Bechara, 500 shares directly owned by Mr.
         Bechara and 11,000 shares issuable upon exercise of options that are
         presently exercisable.

(13)     Includes 210,000 shares owned by Mr. Armstrong, a director nominee and
         currently not a director; therefore his ownership is not included in
         the group of directors and executives.

(14)     The address for Dimensional Fund Advisors, Inc. ("Dimensional") is 1299
         Ocean Avenue, 11th Floor, Santa Monica, CA 90401. Dimensional, a
         registered investment advisor, is deemed to have beneficial ownership
         of 276,600 shares all of which shares are held by advisory clients of
         Dimensional. Dimensional disclaims beneficial ownership of all such
         shares. The information with respect to Dimensional is based solely on
         a Schedule 13G dated February 3, 2003.

(15)     The address for FMR Corp. (Fidelity Investments) is 82 Devonshire
         Street, Boston, MA 02109. The 375,700 shares were held by FMR Corp.
         ("FMR") on behalf of its direct subsidiary Fidelity Management &
         Research Company (Fidelity), a wholly owned subsidiary of FMR and an
         investment advisor registered under Section 203 of the Investment
         Advisors Act of 1940. Fidelity was the beneficial owner of 375,700
         shares as a result of acting as an investment advisor to various
         investment companies (the "Fidelity Funds" or "Funds") registered under
         Section 8 of the Investment Company Act of 1940. The information with
         respect to FMR is based solely on a Schedule 13G dated December 11,
         2000.

                                       16
<PAGE>


                                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 total
returns of the NASDAQ stock market index and the Dow Jones building material
index. Returns are based on the change in year-end to year-end price and assume
reinvested dividends. The graph assumes $100 was invested on December 31, 1996
in the Company's Common Stock, the NASDAQ stock market index and the Dow Jones
building materials index.


                 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
     Among Devcon International Corp., The NASDAQ stock market (U.S.) index
                 and the DOW Jones US building materials index

                                    [GRAPH]

*$100 invested on 12/31/97 in stock or index-
including reinvestment of dividends.
Fiscal year ending December 31.

<TABLE>
<S>                                                 <C>        <C>       <C>         <C>       <C>         <C>
                                                                            Cumulative Total Return
                                                 ---------------------------------------------------------------
                                                   12/97      12/98      12/99      12/00      12/01      12/02

Devcon International Corp.                        100.00      53.85     117.31     139.75     131.28     137.33
NASDAQ STOCK MARKET (U.S.)                        100.00     140.99     261.48     157.40     124.87      86.38
DOW JONES BUILDING MATERIALS                      100.00     115.00      96.42      96.12      98.01      85.68

</TABLE>

                                       17
<PAGE>


                              CORPORATE GOVERNANCE

The Company operates within a comprehensive plan of corporate governance for the
purpose of defining responsibilities, setting high standards of professional and
personal conduct and assuring compliance with such responsibilities and
standards. The Company regularly monitors developments in the area of corporate
governance. In July 2002, Congress passed the Sarbanes-Oxley Act of 2002, which,
among other things, establishes, or provides the basis for, a number of new
corporate governance standards and disclosure requirements. In addition, NASDAQ
has recently proposed changes to its corporate governance and listing
requirements. Many of the requirements of the Sarbanes-Oxley Act and the
proposed NASDAQ rules are subject to final SEC action and, therefore, had not
yet become effective (or, in some cases, their transitional provisions had not
yet expired) as of the date of this proxy statement. Nevertheless, the Board of
Directors has initiated actions consistent with certain of the proposed rules.

                              Independent Directors

Assuming the Company's Shareholders elect all of the directors nominated for
election at the Annual Meeting, beginning immediately after the Annual Meeting,
a majority of the members of the Company's Board of Directors will be
independent according to the NASDAQ Corporate Governance proposals.

The Company's non-management directors will commence holding meetings, separate
from management, which they intend to hold at least 2 times a year.

                                 Audit Committee

All existing Audit Committee members possess the required level of financial
literacy and are considered independent under both NASDAQ and SEC's existing and
proposed rules. The SEC recently adopted a rule requiring disclosure concerning
the presence of at least one "audit committee financial expert" (a newly defined
term) on audit committees; upon effectiveness of the rule, this disclosure will
be required to be included in the Company's Annual Report on Form 10-K for its
fiscal year ending December 31, 2003 or in the proxy statement for the Company's
2004 Annual Meeting of Shareholders. At this point the Board has not determined
whether or not there exist an "audit committee financial expert" on the existing
audit committee.

Assuming the Company's Shareholders elect all of the directors nominated for
election at the Annual Meeting, beginning immediately after the Annual Meeting,
three members of the Board will meet the appropriate tests for independence
according to SEC rules. KPMG LLP, the Company's independent auditors, reports
directly to the Audit Committee. Any allowable work to be performed by KPMG LLP
outside of the scope of the regular audit will be pre-approved by the Audit
Committee. The Audit Committee will not approve any work to be performed that is
in violation to the Securities Act of 1934, as amended.

The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 and the
rules adopted thereunder, meets with management and the auditors prior to the
filing of officers' certifications with the SEC to receive information
concerning, among other things, significant deficiencies in the design or
operation of internal controls.

The Audit Committee has through the Policy of Ethical Conduct enabled
confidential and anonymous reporting of improper activities directly to the
Audit Committee.

                                       18

<PAGE>


                             Compensation Committee

The three existing members of the Compensation committee are considered
independent under NASDAQ's existing and proposed rules. Assuming the Company's
Shareholders elect all of the directors nominated for election at the Annual
Meeting, beginning immediately after the Annual Meeting, four members of the
Board will meet the proposed rules for independence issued by NASDAQ to serve on
the Compensation Committee.

                              Nominating Committee
The Board does not have a specific nominating committee. A majority of the
Board's independent directors have voted for approval of the nominations to the
Board in this proxy.

                             Code of Ethical Conduct

Management has adopted a Code of Ethical Conduct that includes provisions
ranging from restrictions on gifts to conflicts of interest. All employees are
bound by this Code of Ethical Conduct, violations of which may be reported to
the Audit Committee. The Code of Ethical Conduct includes provisions applicable
to the Company's senior executive officers consistent with the Sarbanes-Oxley
Act of 2002.

               Personal Loans to Executive Officers and Directors

The Company complies with and will operate in a manner consistent with recently
enacted legislation prohibiting extensions of credit in the form of a personal
loan to or for its Directors and executive officers.


                                       19

<PAGE>


                        PROPOSAL TO APPROVE AMENDMENT OF
                           DEVCON INTERNATIONAL CORP.
                             1999 STOCK OPTION PLAN

Background and Purpose

On April 1, 1999, the Board of Directors (the "Board") adopted the Devcon
International Corp. 1999 Stock Option Plan and the plan was approved at the
Company's annual shareholders meeting on June 10, 1999. This plan, as
contemplated to be amended, is hereinafter the "Plan". The purpose of the Plan
is to provide an additional incentive to attract and retain qualified competent
persons who provide 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 Plan
authorizes, among other things, (a) the granting of incentive or non-qualified
stock options to purchase Common Stock (collectively, "Options") to persons
selected by the administrators of the Plan from the class of all regular
employees of the Company, including officers who are regular employees,
approximately 350 persons, and non-employee directors, 5 persons, if all
nominees are elected as proposed, (b) the provision of loans for the purposes 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 Plan.

Shareholder approval of the Plan is required (i) for purposes of compliance with
certain exclusions from the limitations of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), (ii) in order for the Plan to be
eligible under the "plan lender" exemption from the margin requirements of
Regulation U promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and (iii) by the rules of the National Association of
Securities Dealers National Market System.

The effective date of the Plan is April 1, 1999 (the "Effective Date"), and
shall terminate on March 31, 2009. The Board has awarded, from time to time,
incentive stock options under the Plan to certain employees and directors as per
the table below.
<TABLE>
<S>                                                     <C>                  <C>            <C>            <C>
                                                    Number of            Number of        Exercise      Value of
                                                     shares            shares under-        price      options at
                                                    exercised          lying options      per share     3/31/2003
                                                     (#)(1)                 (#)(1)        ($/Share)        $(2)
                                                 --------------         -------------     ----------    -----------

Donald L. Smith, Jr.                                         -              50,000         $1.65        $224,500
Richard L. Hornsby                                           -              30,000          1.50         139,200
Jan A. Norelid                                          34,200              22,800          1.50         105,792
Donald L. Smith, III                                         -              30,000          1.50         139,200
Kevin M. Smith                                          10,000              40,000          1.50         185,600
All executive officers as a group                       44,200             172,800          1.54         794,292
All current directors who are
  not executive officers as a group                          -               4,000          6.81             -
Other employees granted more than 5%
  of options granted:
   Janett McMillan                                           -              20,000          1.50          92,800
   Michael Zastawniak                                    4,000              16,000          1.50          74,240
All employees who are
  not executive officers as a group                     32,800              84,200          2.37         320,528

Total options exercised/outstanding                     77,000             261,000         $1.89      $1,114,820
</TABLE>

                                       20
<PAGE>

(1)    Represents  options for the number of shares  granted and still
       outstanding.  77,000  shares  have been  purchased  pursuant to options
       granted under this plan that have been exercised.

(2)    The closing price for the Company's Common Stock as reported on the
       National Association of Securities Dealers Automated Quotation System
       ("NASDAQ") on April 17, 2003 was $6.14. Value is calculated by
       multiplying (a) the difference between $6.14 and the option exercise
       price by (b) the number of shares of Common Stock underlying the option
       still outstanding.

The following is a summary of certain principal features of the Plan. This
summary is qualified in its entirety by reference to the complete text of the
Plan, which is attached to this Proxy Statement as Appendix A. Shareholders are
urged to read the actual text of the Plan in its entirety.

Amendment of the Plan

The only change to the existing plan is that the total amount of shares
available for grant would be increased from 350,000 to 600,000. All other items
remain the same. Currently, grants for options to purchase a total of 338,000
shares of common stock have been issued. At present, the only planned additional
option grants are for the directors, in accordance with Company policy to grant
directors 8,000 options each in connection with the commencement of service on
the Board and 1,000 options each at the annual shareholders' meeting. The
Company would issue additional options from time to time as determined in
accordance with the Plan.

Administration of the Plan

The Plan provides that it shall be administered by the Board or by the
Compensation Committee (the "Committee") which shall be composed of two or more
directors all of whom shall be "outside directors" (as defined in the Plan) in
compliance with Rule 16b-3 of the Exchange Act and Section 162(m) of the Code
(although Rule 16b-3 also may be complied with if the option grants are approved
by the Board).

The Committee or the Board in its sole discretion determines the persons to be
awarded the Options, the number of shares subject thereto and the exercise price
and other terms thereof. In addition, the Committee or the Board has full power
and authority to construe and interpret the Plan, and the acts of the Committee
or the Board are final, conclusive and binding on all interested parties,
including the Company, its shareholders, its officers and employees, recipients
of grants under the Plan, and all persons or entities claiming by or through
such persons.

An aggregate of 350,000 shares of Common Stock (600,000 if the amendment is
approved) subject to adjustment described below, are reserved for issuance upon
the exercise of Options granted under the Plan. The shares acquired upon
exercise of Options granted under the Plan will be authorized and issued shares
of Common Stock. The Company's shareholders will not have any preemptive rights
to purchase or subscribe for any Common Stock by reason of the reservation and
issuance of Common Stock under the Plan. If any Option granted under the Plan
should expire or terminate for any reason other than having been exercised in
full, the shares not purchased subject to that Option, will again be available
for purposes of the Plan.

Certain Terms and Conditions

All Options granted under the Plan must be evidenced by a written agreement
between the Company and the grantee. The agreement will contain such terms and
conditions as the Committee or the Board shall

                                       21
<PAGE>
prescribe, consistent with the Plan, including, without limitation, the exercise
price, term and any restrictions on the exercisability of the Options granted.

For any Option granted under the Plan, the exercise price per share of Common
Stock may be any price determined by the Committee or the Board, however, the
exercise price per share of any Incentive Stock Option may not be less than the
Fair Market Value of the Common Stock on the date such Incentive Stock Option is
granted. For purposes of the Plan, the "Fair Market Value" on any date of
reference is deemed to be the closing price of Common Stock on the business day
immediately preceding such date, unless the Committee or the Board in its sole
discretion determines otherwise in a fair and uniform manner. For this purpose,
the closing price of Common Stock on any business day is (i) if 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 Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), or any similar system
of automated dissemination of quotations of securities prices in common use, the
mean between the closing high bid and low asked quotations for such day of
Common Stock on such system; or (iii) if neither clause (i) nor (ii) is
applicable, the mean between the high bid and low asked quotations for 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 5 of the 10 preceding days. The closing price per share of Common
Stock on April 17, 2003 as reported on NASDAQ was $6.14.

The Committee or the Board may permit the exercise price of an Option to be paid
for in cash, by certified or official bank check or personal check, by money
order, with already owned shares of Common Stock that have been held by the
Optionee for at least six (6) months (or other shares as the Company determines
will not cause the Company to recognize for financial accounting purposes a
charge for compensation expense), the withholding of shares of Common Stock
issuable upon exercise of the Option, by delivery of a properly executed
exercise notice together with such documentation as shall be required by the
Committee or the Board (or, if applicable, the broker) to effect a cashless
exercise, or a combination of the above. If paid in whole or in part with shares
of already owned Common Stock, the value of the shares surrendered is deemed to
be their Fair Market Value on the date the Option is exercised. The Plan also
authorizes the Company to 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 the Option granted thereunder or to pay any tax
liability of the Optionee attributable to such exercise. If the exercise price
is paid in whole or part with the 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 or such rate
as the Committee or the Board, as the case may be, shall determine, and (iv)
contain such terms as the Committee or the Board in its sole discretion shall
reasonably require.

The use of already owned shares of Common Stock applied 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 such option.

No Incentive Stock Option, and unless the prior written consent of the Committee
or the Board is obtained (which consent may be withheld for any reason) and the
transaction does not violate the

                                       22
<PAGE>
requirements of Rule 16b-3 of the Exchange Act, no non-qualified stock option
granted under the 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 or her, or in the case of a non-qualified
stock option, by his or her permitted assignee. The expiration date of an
Option under the Plan will be determined by the Committee or the Board at the
time of grant, but in no event may such an Option be exercisable after 10 years
from the date of the grant. An Option may be exercised at any time or from time
to time or only after a period of time in installments, as the Committee or the
Board determines. The Committee or the Board may in its sole discretion
accelerate the date on which any Option may be exercised. Each outstanding
Option granted under the Plan may become immediately fully exercisable in the
event of certain transactions, including certain changes in control of the
Company, certain mergers and reorganizations, and certain dispositions of
substantially all of the Company's assets.

Unless otherwise provided in the Option agreement, the unexercised portion of
any Option granted under the 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 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) one year after the date on which the Optionee's employment is terminated
by reason of Optionee's death, or if later, three months after the date of
Optionee's death if death occurs 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 Plan provides
for appropriate 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 increase or decrease in the
number of issued and outstanding shares of the Company's capital stock resulting
from a stock dividend, a recapitalization or other capital adjustment of the
Company. The Committee or the Board has discretion to make appropriate
anti-dilution adjustments to outstanding Options in the event of a merger,
consolidation or other reorganization of the Company or a sale or other
disposition of substantially all of the Company's assets.

The Plan will expire on March 31, 2009, and any Option outstanding on such date
will remain outstanding until it expires or is exercised. The Committee or the
Board may amend, suspend or terminate the Plan or any Option at any time,
provided that such amendment shall be subject to the approval of the Company's
Shareholders if such shareholder approval is required by any federal or state
law or regulation (including without limitation, Rule 16b-3 or to comply with
Section 162(m) of the Code) or the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or granted. In
addition, no amendment, suspension or termination shall substantially impair the
rights or benefits of any Optionee, pursuant to any Option previously granted,
without the consent of the Optionee.

Federal Income Tax Consequences of Awards of Options

The Plan is not qualified under the provisions of section 401(a) of the Code and
is not subject to any of the provisions of the Employee Retirement Income
Security Act of 1974, as amended.

         Non-Qualified Stock Options. On exercise of a non-qualified stock
option granted under the Plan, an Optionee will recognize ordinary income equal
to the excess, if any, of the fair market value on the date of exercise of the
shares of Common Stock acquired on exercise of the Option over the exercise
price. If the Optionee is an employee of the Company 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.

                                       23
<PAGE>
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 in 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
the 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 Plan provides for the grant of stock
options that qualify as "incentive stock options" as defined in section 422 of
the Code. 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 recognized by the Optionee 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 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
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
                                       24
<PAGE>
minimum taxable income, the tax basis of a share acquired on exercise of an
incentive stock option is increased by the amount of the adjustment taken into
account with respect to that share for alternative minimum tax purposes in the
year the Option is exercised.

The Company is not allowed an income tax deduction with respect to the grant or
exercise of an incentive stock option or the disposition of a share acquired on
exercise of an incentive stock option after the Required Holding Period. However
if there is a Disqualifying Disposition of a share, the Company is allowed a
deduction in an amount equal to the ordinary income included in income by the
Optionee, provided that the 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.

         Section 162 Limitations. The Omnibus Budget Reconciliation Act of 1993
added Section 162(m) to the Code, which generally disallows a public company's
tax deduction for compensation to covered employees in excess of $1 million in
any tax year beginning on or after January 1, 1994. Compensation that qualifies
as "performance-based compensation" is excluded from the $1 million
deductibility cap, and therefore remains fully deductible by the company that
pays it. The Company intends that Options granted to employees whom the
Committee expects to be covered employees at the time a deduction arises in
connection with such Options, will qualify as such "performance-based
compensation," so that such Options will not be subject to the Section 162(m)
deductibility cap of $1 million. Future changes in Section 162(m) or the
regulations thereunder may adversely affect the ability of the Company to ensure
that Options under the Plan will qualify as "performance-based compensation"
that is fully deducible by the Company under Section 162(m).

         Importance of Consulting Tax Advisor. 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 particular situation, each
Optionee should consult his tax adviser as to the Federal, state, local and
other tax consequences of the grant or exercise of an Option or the disposition
of Common Stock acquired on exercise of an Option.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL TO AMEND
THE 1999 STOCK OPTION PLAN.



                     RELATIONSHIP WITH INDEPENDENT AUDITORS

The firm of KPMG LLP, independent certified public accountants, has been the
Company's auditor since 1980 and has advised the Company that the firm does not
have any direct financial interest or indirect financial interest in the Company
or any of its subsidiaries, nor has such firm had any such interest in
connection with the Company or its subsidiaries during the past four years,
other than in its capacity as the Company's independent certified public
accountant. The Board, on the recommendation of the Company's Audit Committee,
has selected KPMG LLP as the Company's auditor for the year ended December 31,
2003. Although the Board is not required to do so, it is submitting its
selection of the Company's auditors for ratification at the Annual Meeting, in
order to ascertain the views of its Shareholders. The Board will not be bound by
the vote of the Shareholders, however, if the selection is not ratified, the
Board would reconsider its selection. One or more representatives of KPMG LLP
are expected to be present at the Annual Meeting, and will have the opportunity
to make a statement if they desire to do so, and are expected to be available to
respond to appropriate questions from Shareholders. The Audit Committee will
pre-approve any services to be provided by KPMG LLP, which will only be audit
services and permissible non-audit services.

                                       25
<PAGE>

Audit Fees
The aggregate fees billed by KPMG LLP for audit and review of the Company's
financial statements was $248,000 and $246,900 for 2002 and 2001, respectively.

Tax Fees; Financial Information Systems Design and Implementation Fees; All
Other Fees
KPMG LLP did not provide any consulting services or services related
to tax issues, financial information systems design and implementation or any
other matter, except for audit fees, during 2002 or 2001.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR
RATIFICATION OF THE REAPPOINTMENT OF KPMG LLP AS THE COMPANY'S PRINCIPAL
INDEPENDENT PUBLIC ACCOUNTANTS.


                                 OTHER BUSINESS

The Board of Directors knows of no other business to be brought before the
Annual Meeting. If, however, any other business should properly come before the
Annual Meeting, the persons named in the accompanying proxy will vote proxies as
in their discretion they may deem appropriate, unless they are directed by a
proxy to do otherwise.


                  INFORMATION CONCERNING SHAREHOLDER PROPOSALS

Any shareholder who intends to present a proposal at the Company's 2004 Annual
Meeting of Shareholders and who wishes to have their proposal included in the
Company's Proxy Statement for that meeting, must deliver the proposal, not
exceeding 500 words in length, to the Secretary of the Company in writing not
later than January 3, 2004.

Under the Company's Bylaws, nominations for director may be made only by the
Board or a Board committee, or by a shareholder entitled to vote who delivers
notice to the Company not less than 120 days nor more than 180 days prior to the
first anniversary of the date of the notice of the preceding year's annual
meeting. For the Company's meeting in the year 2004, the Company must receive
this notice on or after November 4, 2003, and on or before January 3, 2004. The
Board will consider nominations, which are timely received. A copy of the full
text of the Bylaws provisions discussed above may be obtained by writing to the
Corporate Secretary at 1350 East Newport Center Drive, Suite 201, Deerfield
Beach, Florida 33442.
                                           By Order of the Board of Directors,
                                                /s/ Donald L. Smith, Jr.
Deerfield Beach, Florida
May 2, 2003                                      Donald L. Smith, Jr., President

                                       26

<PAGE>



                            Intentionally left blank

                                       27




<PAGE>

                                   APPENDIX A

                           DEVCON INTERNATIONAL CORP.
                         AMENDED 1999 STOCK OPTION PLAN

1.      Purpose. The purpose of this Plan is to advance the interests of DEVCON
INTERNATIONAL CORP., a Florida corporation (the "Company"), and its Subsidiaries
by providing an additional incentive to attract and retain qualified and
competent persons who provide services to the Company and its Subsidiaries, and
upon whose efforts and judgment the success of the Company and its Subsidiaries
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) "Committee" shall mean the committee appointed by the Board pursuant
 to Section 13(a) hereof.

        (c) "Common Stock" shall mean the Company's Common Stock, par value
$0.10 per share.

        (d) "Director" shall mean a member of the Board.

        (e) "Fair Market Value" of a Share on any date of reference shall mean
the "Closing Price" (as defined below) of the Common Stock on the business day
immediately preceding such date, unless the Committee or the Board 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 on such system or, if sales prices are not
reported, the mean between the closing high bid and low asked quotations for
such day of Common Stock on such system, as reported in any newspaper of general
circulation 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. If neither (i), (ii), or (iii) above is
applicable, then Fair Market Value shall be determined in good faith by the
Committee or the Board in a fair and uniform manner.

        (f) "Incentive Stock Option" shall mean an incentive stock option as
defined in Section 422 of the Internal Revenue Code.

        (g) "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.

        (h) "Non-Qualified Stock Option" shall mean an Option, which is not an
Incentive Stock Option.

        (i) "Officer" shall mean the Company's Chairman of the Board, President,
Chief Executive Officer, principal financial officer, principal accounting
officer, 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. If pursuant
to
                                       28
<PAGE>
Item 401(b) of Regulation S-K (17 C.F.R. ss. 229.401(b)) the Companyidentifies
a person as an "executive officer," the person so identified shall be deemed
an "Officer" even though such person may not otherwise be an "Officer" pursuant
to the foregoing provisions of this paragraph.

        (j) "Option" (when capitalized) shall mean any option granted under
this Plan.

        (k) "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.

        (l) "Outside Director" shall mean a member of the Board who qualifies
as an "outside director" under Section 162(m) of the Internal Revenue Code and
the regulations thereunder and as a "Non-Employee Director" under Rule 16b-3
promulgated under the Securities Exchange Act.

        (m) "Plan" shall mean this 1999 Stock Option Plan for the Company.

        (n) "Securities Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.

        (o) "Share" shall mean a share of Common Stock.

        (p) "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 Available for Option Grants. The Committee or the Board may
grant to Optionees from time to time Options to purchase an aggregate of up to
Six Hundred Thousand (600,000) Shares from the Company's authorized and unissued
Shares. If any Option granted under the Plan shall terminate, expire, or be
cancelled or surrendered as to any Shares, new Options may thereafter be granted
covering such Shares.

4.      Incentive and Non-Qualified Options.

        (a) An Option granted hereunder shall be either an Incentive Stock
Option or a Non-Qualified Stock Option as determined by the Committee or the
Board at the time of grant of such Option and shall clearly state whether it is
an Incentive Stock Option or a Non-Qualified Stock Option. All Incentive Stock
Options shall be granted within 10 years from the effective date of this Plan.
Incentive Stock Options may not be granted to any person who is not an employee
of the Company or any Subsidiary.

        (b) Options otherwise qualifying as Incentive Stock Options hereunder
will notbe 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 Section 422(b) of the
Internal Revenue Code are exercisable for the first time by any individual
during any calendar year (under all plans of the Company and its parent and
subsidiary corporations as defined in Section 424 of the Internal Revenue Code),
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 or the Board,
provided such terms are not inconsistent with this Plan or any applicable law.
Optionees shall be (i) those persons selected by the Committee or the Board
from the class of all regular employees of, or persons who provide consulting
or other services as independent contractors to, the Company or its
Subsidiaries, including Directors and Officers who are regular employees, and
(ii) Directors who are not employees of the Company or of any Subsidiaries.
Any person who files with the Committee or the Board, in a form satisfactory to
the Committee or the Board, a

                                     29
<PAGE>

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, the Committee or the Board 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 or the Board shall
determine. The Committee or the Board 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 or the
Board may from time to time in granting Options 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. 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, an Incentive
Stock Option shall not be granted to any person owning directly or indirectly
(through attribution under Section 424(d) of the Internal Revenue 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 parent or subsidiary
corporation (as defined in Section 424 of the Internal Revenue 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.

        (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 Optionee may not exceed One Hundred Thousand (100,000), subject to
adjustment as provided in Section 10 hereof.

6.      Option Price. The option price per Share of any Option shall be any
price determined by the Committee or the Board 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 or the Board 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. The consideration to be paid for the Shares to be issued upon
exercise of an Option as well as the method of payment of the exercise price
and of any withholding and employment taxes applicable thereto, shall be
determined by the Committee or the Board and may in the discretion of the
Committee or the Board consist of: (1) cash, (2)certified or official bank
check, (3) money order, (4) Shares that have been held by the Optionee for at
least six (6) months (or such other Shares as the Company determines will not
cause the Company to recognize for financial accounting purposes a charge for
compensation expense), (5) the withholding of Shares issuable upon exercise of
the Option, (6) pursuant to a "cashless exercise" procedure, by delivery of a
properly executed exercise notice together with such other documentation, and
subject to such guidelines, as the Board or the Committee shall require to
effect an exercise of the Option and delivery to the Company by a licensed
broker acceptable to the Company of

                                       30
<PAGE>
proceeds from the sale of Shares or a margin loan sufficient to pay the
exercise price and any applicable income or employment taxes, or (7) in such
other consideration as the Committee or the Board deems appropriate, or by a
combination of the above. In the case of an Incentive Stock Option, the
permissible methods of payment shall be specified at the time the Option is
granted. The Committee or the Board 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, or through the withholding of Shares
issuable upon exercise of the Option, the value of the Shares surrendered or
withheld 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 Committee
or 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 inSection 10
hereof.

8.      Exercisability of Options. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee or the Board
shall provide in such Option, except as otherwise provided in this Section 8.

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

        (b) Unless otherwise provided in any Option, each outstanding Option
shall become immediately fully exercisable in the event of a "Change in Control"
or in the event that the Committee or the Board exercises its discretion to
provide a cancellation notice with respect to the Option pursuant to
Section 9(b) hereof. For this purpose, the term "Change in Control" shall mean:

                (i) Approval by the shareholders of the Company of a
reorganization, merger, consolidation or other form of corporate transaction or
 series of transactions, in each case, with respect to which persons who were
the shareholders of the
Company immediately prior to such reorganization, merger or consolidation or
other transaction do not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's then outstanding voting
securities, in substantially the same proportions as their ownership immediately
prior to such reorganization, merger, consolidation or other transaction, or a
liquidation or dissolution of the Company or the sale of all or substantially
all of the assets of the Company (unless such reorganization, merger,
consolidation or other corporate transaction, liquidation, dissolution or sale
is subsequently abandoned); or

                (ii) Individuals who, as of the date on which the Option is
granted, constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any person becoming
a director subsequent to the date on which the Option was granted whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the Company, as
such terms are used in Rule 14a-11 of Regulation 14A of Regulation 14A
promulgated under the Securities Exchange Act)

                                       31
<PAGE>

shall be, for purposes of this Agreement, considered as though such person were
a member of the Incumbent Board; or

                (iii) the acquisition (other than from the Company) by any
person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act, of more than 25% of either the then outstanding
shares of the Company's Common Stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote generally in the
election of directors (hereinafter referred to as the ownership of a
"Controlling Interest") excluding, for this purpose, any acquisitions by (1)
the Company or its Subsidiaries, (2) any person, entity or "group" that as of
the date on which the Option is granted owns beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a
Controlling Interest or (3) any employee benefit plan of the Company or its
Subsidiaries.

        (c) The Committee or the Board 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. Unless otherwise provided in any Option
agreement, 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 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 willful misconduct or gross negligence, (B) a
mental or physical disability (within the meaning of Internal Revenue Code
Section 22(e)) of the Optionee as determined by a medical doctor satisfactory
to the Committee, or (C) death of the Optionee;

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

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

                (iv) twelve months after the date of termination of the
Optionee's employment by reason of death of the Optionee, or, if later,
(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.

All references herein to the termination of the Optionee's employment shall, in
the case of an Optionee who is not an employee of the Company or a Subsidiary,
refer to the termination of the Optionee's service with the Company.

        (b) To the extent not previously exercised, (i) each Option shall
terminate immediately in the event of (1) the liquidation or dissolution of the
Company, or (2) any reorganization, merger, consolidation or other form of
corporate transaction in which the Company does not survive, unless the
successor corporation, or a parent or subsidiary of such successor corporation,
assumes the Option or substitutes an equivalent option or right pursuant to
Section 10(c) hereof, and (ii) the Committee or the Board in its sole
discretion may by written notice ("cancellation notice") cancel, effective upon
the consummation of any corporate transaction described in Subsection 8(b)(i)
hereof in which the Company does survive, any Option that remains unexercised
on such date. The Committee or the Board shall give written notice of any
proposed transaction referred to in this Section 9(b) a reasonable period of
time prior to the closing date for such transaction (which notice may be given
either before or after approval of such transaction), in order that Optionees
may have a reasonable period of time prior to the closing date of such
transaction within which to exercise any Options that then are exercisable
(including any Options that may become exercisable upon the closing date of
such transaction). An Optionee may condition his exercise of any Option upon
the consummation of a transaction referred to in this Section 9(b).

                                       32
<PAGE>

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, or available for grant to any
person 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) the Board or the Committee may, in its discretion, make
any adjustments it deems appropriate 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) Unless otherwise provided in any Option, the Committee or the Board
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 or Board's sole discretion, such adjustments become appropriate
so as to preserve but not increase benefits under the Plan.

        (c) In the event of a proposed sale of all or substantially all of the
Company's assets or any reorganization, merger, consolidation or other form of
corporate transaction in which the Company does not survive, where the
securities of the successor corporation, or its parent company, are issued to
the Company's shareholders, then the successor corporation or a parent of the
successor corporation may, with the consent of the Committee or the Board,
assume each outstanding Option or substitute an equivalent option or right. If
the successor corporation, or its parent, does not cause such an assumption or
substitution to occur, or the Committee or the Board does not consent to such
an assumption or substitution, then each Option shall terminate pursuant to
Section 9(b) hereof upon the consummation of sale, merger, consolidation or
other corporate transaction.

        (d) 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 a 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 to, the number of or exercise price for Shares then subject to
outstanding Options granted under the Plan.

        (e) 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 and Shares.

        (a) No Incentive Stock Option, and unless the prior written consent of
the Committee or the Board is obtained (which consent may be withheld for any
reason) and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Securities Exchange Act no Non-Qualified Stock Option,
shall be subject to alienation, assignment, pledge, charge or other transfer
other than by the Optionee by will or the laws of descent and distribution, and
any attempt to make any such prohibited transfer shall be void. Each Option
shall be exercisable during the Optionee's lifetime only by the

                                       33
<PAGE>

Optionee, or in the case of a Non-Qualified Stock Option that has been assigned
or transferred with the prior written consent of the Committee or the Board,
only by the permitted assignee.

        (b) No Shares acquired by an Officer or Director pursuant to the
exercise of an Option may be sold, assigned, pledged or otherwise transferred
prior to the expiration of the six-month period following the date on which the
Option was granted, unless the transaction does not violate the requirements of
Rule 16b-3 promulgated under the Securities Exchange Act.

12.     Issuance of Shares.

        (a) Notwithstanding any other provision of this Plan, the Company shall
not be obligated to issue any Shares unless it is advised by counsel of its
selection that it may do so without violation of the applicable Federal and
State laws pertaining to the issuance of securities, and may require any stock
so issued to bear a legend, may give its transfer agent instructions, and may
take such other steps, as in its judgment are reasonably required to prevent
any such violation.

        (b) As a condition to any sale or issuance of Shares upon exercise of
anyOption, the Committee or the Board may require such agreements or
undertakings as the Committee or the Board may deem necessary or advisable to
facilitate compliance with any applicable 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 endorsed upon the certificate(s) for such Shares that are, in the
opinion of the Committee or the Board, necessary or appropriate to facilitate
compliance with the provisions of any securities laws deemed by the Committee
or the Board to be applicable to the issuance and transfer of such Shares.

13.     Administration of the Plan.

        (a) The Plan shall be administered by the Board or by a committee
appointed by the Board (the "Committee"), which shall be composed of two or
more Directors all of whom shall be Outside Directors. The membership of the
Committee shall be constituted so as to comply at all times with the applicable
requirements of Rule 16b-3 promulgated under the Securities Exchange Act and
Section 162(m) of the Internal Revenue Code. The Committee shall serve at the
pleasure of the Board and shall have the powers designated herein and such
other powers as the Board may from time to time confer upon it.

        (b) The Board may grant Options pursuant to this Plan to Directors who
are not employees of the Company or any Subsidiary and/or other persons to whom
Options may be granted under Section 5(a) hereof.

        (c) The Committee or the Board, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The determinations by the
Committee or the Board, and the interpretation and construction of any provision
of the Plan or any Option by the Committee or the Board shall be final and
conclusive.

        (d) 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.     Withholding or Deduction for Taxes. If at any time specified herein for
the making of any issuance or delivery of any Option or Common Stock to any
Optionee or beneficiary, any law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company to withhold, or
to make any deduction for, any taxes or take any other action in connection
with the issuance or delivery then to be made, such issuance or delivery shall
be deferred until such withholding or
                                       34
<PAGE>

deduction shall have been provided for by the Optionee or beneficiary, or other
appropriate action shall have been taken.

15.     Interpretation.

        (a) As it is the intent of the Company that the Plan comply in all
respects with Rule 16b-3 promulgated under the Securities Exchange Act
("Rule 16b-3"), any ambiguities or inconsistencies in construction of the Plan
shall be interpreted to give effect to such intention, and if any provision of
the Plan is found not to be in compliance with Rule 16b-3, such provision shall
be deemed null and void to the extent required to permit the Plan to comply
with Rule 16b-3. The Committee or the Board may from time to time adopt rules
and regulations under, and amend, the Plan in furtherance of the intent of the
foregoing.

        (b) The Plan and any Option agreements entered into pursuant to 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 Internal Revenue Code. If any provision of the Plan or any such
Option agreement 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 and the Option agreement
shall be construed and enforced as if such provision had never been included in
the Plan or the Option agreement.

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

        (d) Headings contained in this Plan are for convenience only and shall
in no manner be construed as part of this Plan.

        (e) 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. The Committee or the Board
may from time to time amend, suspend or terminate the Plan or any Option;
provided, however, that, any amendment to the Plan shall be subject to the
approval of the Company's shareholders if such shareholder approval is required
by any federal or state law or regulation (including, without limitation, Rule
16b-3 or to comply with Section 162(m) of the Internal Revenue Code) or the
rules of any Stock exchange or automated quotation system on which the Common
Stock may then be listed or granted. Except to the extent provided in Sections
9 and 10 hereof, no amendment, suspension or termination of the Plan or any
Option issued hereunder shall substantially impair the rights or benefits of
any Optionee pursuant to any Option previously granted without the consent of
the Optionee.

17.     Effective Date and Termination Date. The effective date of the Plan is
April 1, 1999; the date on which the Board adopted this Plan, and the Plan shall
terminate on March 31, 2009. The Plan shall be submitted to the shareholders of
the Company for their approval and adoption and Options hereunder may be granted
prior to such approval and adoption but contingent upon such approval and
adoption.





                                       35
<PAGE>

                           DEVCON INTERNATIONAL CORP.
                    1350 EAST NEWPORT CENTER DRIVE, SUITE 201
                         DEERFIELD BEACH, FLORIDA 33442


               THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S
                               BOARD OF DIRECTORS

                                  COMMON STOCK

The undersigned, a holder of the common stock, par value $.10 (the "Common
Stock") of Devcon International Corp., a Florida corporation (the "Company"),
hereby appoints Donald L. Smith, Jr. and Richard L. Hornsby, and each of them,
as proxies for the undersigned, each with full power of substitution, for and in
the name of the undersigned to act for the undersigned and to vote, as
designated below, all of the shares of Common Stock of the Company that the
undersigned is entitled to vote at the 2003 Annual Meeting of Shareholders of
the Company, to be held on Friday, June 6, 2003, at 3:00 p.m., local time, at
the Deerfield Beach Hilton, Hillsboro Executive Center North, 100 Fairway Drive,
Deerfield Beach, Florida and at any adjournments or postponements thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND THE
OTHER PROPOSALS SET FORTH.

(1)      ELECTION OF DONALD L. SMITH, JR., RICHARD L. HORNSBY, W. DOUGLAS PITTS,
         JOSE A. BECHARA, JR., JAMES R. CAST, ROBERT D. ARMSTRONG AND GUSTAVO R.
         BENEJAM as directors.

[ ] VOTE FOR all nominees listed above, except vote withheld from the following
nominees (if any):

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

[  ]     VOTE WITHHELD from all nominees listed above.

[  ]     ABSTAIN

(2)      PROPOSAL to approve and ratify the Company's Amended 1999
         Stock Option Plan.

                    [  ] FOR    [  ] AGAINST   [  ] ABSTAIN

(3)      PROPOSAL to ratify the reappointment of KPMG, LLP, independent
         certified public accountants, as the Company's auditor for  2003.

                    [  ] FOR    [  ] AGAINST   [  ] ABSTAIN

In their discretion, the proxies are authorized to vote upon other business as
may properly come before the Annual Meeting, and any adjournments or
postponements thereof.

                               (see reverse side)


<PAGE>




                           (continued from other side)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ALL OF THE PROPOSALS.


                          Dated                                           ,2003
                                ------------------------------------------


                                                ------------------------------
                                                                  Signature

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

IMPORTANT: Please sign exactly as your name appears and mail it promptly even
though you now plan to attend the meeting. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENVELOPE
PROVIDED.

NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.




