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                             HUNT MANUFACTURING CO.

                          1994 NON-EMPLOYEE DIRECTORS'
                                STOCK OPTION PLAN


         1. Purpose

                  This 1994 Non-Employee Directors' Non-Qualified Stock Option
Plan (the "Plan") is intended to provide a means whereby Hunt Manufacturing Co.
(the "Company") through the grant to Non-Employee Directors (as defined in
Section 3 herein) of non-qualified stock options ("Options") to purchase common
shares of the Company, may attract and retain capable independent directors and
motivate them to promote the best interests of the Company and Related
Corporations.

                  For purposes of the Plan, a Related Corporation of the Company
shall mean either a corporate subsidiary of the Company, as defined in section
424(f) of the Internal Revenue Code of 1986, as amended ("Code"), or the
corporate parent of the Company, as defined in section 424(e) of the Code.

         2. Administration

                  The Plan shall be administered by the Company's Compensation
Committee (the "Committee"), which shall consist of not less than two directors
of the Company who shall be appointed by, and shall serve at the pleasure of,
the Company's Board of Directors (the "Board"). Each member of such Committee,
while serving as such, shall be deemed to be acting in his or her capacity as a
director of the Company.

                  The Committee shall have full authority, subject to the terms
of the Plan, to interpret the Plan, but shall have no discretion with respect to
the selection of Non-Employee Directors to receive Options, the number of shares
subject to the Plan, setting the purchase price for shares subject to an Option
at other than fair market value, the method or methods for determining the
amount of Options to be granted to each Non-Employee Director, the timing of
grants hereunder or with respect to any other matter which would cause this Plan
to fail to comply with Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"). Subject to the foregoing, the Committee may correct any defect,
supply any omission and reconcile any inconsistency in this Plan and in any
Option granted hereunder in the manner and to the extent it shall deem
desirable. The Committee also shall have the authority to establish such rules
and regulations, not inconsistent with the provisions of the Plan, for the
proper administration of the Plan, and to amend, modify or rescind any such
rules and regulations, and to make such determinations and interpretations
under, or in connection with, the Plan, as it deems necessary or advisable. All
such rules, regulations, determinations and interpretations shall be binding and
conclusive upon the Company, its shareholders and all Non-Employee Directors
(including former Non-Employee Directors), and upon their respective legal
representatives, beneficiaries, successors and assigns and upon all other
persons claiming under or through any of them.

                  No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted under it.

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         3. Eligibility


                  The persons who shall be eligible to receive Options under the
Plan shall be Non-Employee Directors, which term shall mean those directors of
the Company who:

         (i) are not employees of the Company or any Related Corporation; and

         (ii) have not been employees of the Company or any Related Corporation
during the immediately preceding 12-month period.


         4. Stock Subject to the Plan

                  Options may be granted under the Plan to purchase up to a
maximum of 90,000 Common Shares, par value $.10 per share ("Common Shares" or
"Shares"), subject to adjustment as provided in Section 7 herein. Shares
issuable under the Plan may be authorized but unissued Shares or reacquired
Shares, and the Company may purchase Shares required for this purpose, from time
to time, if it deems such purchase to be advisable.

                  If any Option granted under the Plan expires or otherwise
terminates, in whole or in part, for any reason whatever (including, without
limitation, a Non-Employee Director's surrender thereof) without having been
exercised, the Shares subject to the unexercised portion of such Option shall
continue to be available for the granting of Options under the Plan as fully as
if such Shares had never been subject to an Option.

         5. Granting of Options

                  Subject to Section 9 herein, an Option to purchase 5,000
Shares (as adjusted pursuant to Section 7 herein) automatically shall be
granted:

                  (i) On January 26, 1994 to each director who is a Non-Employee
Director on such date; and

                  (ii) Upon the date a person who was not a Non-Employee
Director on January 26, 1994 subsequently becomes a Non-Employee Director,
whether by reason of his or her subsequent election by shareholders, appointment
by the Board to be a director or, if applicable, the expiration of the 12-month
period specified in Section 3(ii) herein with respect to a present or future
director who had previously been an employee of the Company or any Related
Corporation; provided, however, that if a Non-Employee Director who previously
received a grant of Options ceases to be a Non-Employee Director but
subsequently again becomes a Non-Employee Director, such person shall not be
eligible to receive a second grant of Options under this Section 5.


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         6.       Terms and Conditions of Options

                  Options granted pursuant to the Plan shall be non-qualified
Options not intended to qualify under section 422 of the Code and shall be
subject to the following terms and conditions:

                  (a) Price. The exercise price shall be the greater of 100% of
the fair market value of the optioned Shares, or the par value thereof, on the
date the Option is granted. As used in the Plan, fair market value shall mean:
(i) if the principal market for the Shares is a registered securities exchange,
the mean between the highest and lowest quoted selling prices of such Shares on
such exchange on the date of grant, or, if there are no such reported sales on
that date but there are sales on dates within a reasonable period both before
and after the date of grant, the weighted average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant, or (ii) if clause (i) above is inapplicable, such other
method of determining fair market value as shall be authorized by the Code, or
the rules or regulations thereunder, and adopted by the Committee.

                  Where the fair market value of the optioned Shares is
determined under clause (i) above, the average of the means between the highest
and lowest sales on the nearest date before and the nearest date after the date
of grant shall be weighted inversely by the respective numbers of trading days
between the selling dates and the date of grant (i.e., the valuation date), in
accordance with Treas. Reg.ss.20.2031-2(b)(1).
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                  (b) Term. Subject to earlier termination as provided in
Subsection (d) below and in Section 7 herein, the stated term of each Option
shall be ten years from the date of grant.

                  (c) Exercise. Options shall be exercisable in five equal
annual installments commencing one year after the date of grant. Except as
otherwise provided in Subsections (d) and (e) below and Section 7 herein,
Options shall only be exercisable by a Non-Employee Director while he or she
remains a director of the Company. Any Option Shares, the right to the purchase
which has accrued, may be purchased at any time up to the expiration or
termination of the Option. Exercisable Options may be exercised, in whole or in
part, from time to time by giving written notice of exercise to the Company at
its principal office, specifying the number of Shares to be purchased and
accompanied by payment in full of the aggregate price for such Shares. Only full
Shares shall be issued under the Plan, and any fractional Share which might
otherwise be issuable upon exercise of an Option granted hereunder shall be
forfeited.

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                  The Option price shall be payable in cash or its equivalent.

                  (d) Effect of Ceasing to be a Director. If a Non-Employee
Director ceases to be a director of the Company for any reason, his or her then
outstanding Option shall continue to mature in accordance with its terms (except
that if such cessation is due to death, such then outstanding Option immediately
shall accelerate and become exercisable in full), and shall remain outstanding
and exercisable, but only for a period of one year following such cessation as a
director or until the earlier expiration of the stated term of such Option or
its earlier termination pursuant to Section 7 herein.

                  (e) Non-Transferability. No Option shall be assignable or
transferable by a Non-Employee Director otherwise than by will or by the laws of
descent and distribution, and during the lifetime of a Non-Employee Director,
his or her Option shall be exercisable only by him or her or by his or her
guardian or legal representative. If a Non-Employee Director is married at the
time of exercise and if the Non-Employee Director so requests at the time of
exercise, the certificate or certificates for the Option Shares shall be
registered in the name of the Non-Employee Director and the Non-Employee
Director's spouse, jointly, with right of survivorship.

                  (f) Rights as a Shareholder. A holder of an Option shall have
no rights as a shareholder with respect to any Shares covered by such Option
until the issuance of a stock certificate for such Shares to such holder.

                  (g) Listing and Registration of Shares. Each Option shall be
subject to the requirement that, if at any time the Committee shall determine,
in its discretion, that the listing, registration or qualification of the Shares
covered thereby upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the purchase of Shares thereunder, or that action by the Company or by the
Non-Employee Director should be taken in order to obtain an exemption from any
such requirement, no such Option may be exercised, in whole or in part, unless
and until such listing, registration, qualification, consent, approval, or
action shall have been effected, obtained, or taken under conditions acceptable
to the Committee. Without limiting the generality of the foregoing, each
Non-Employee Director or his or her legal representative or beneficiary may also
be required to give satisfactory assurance that Shares purchased upon exercise
of an Option are being purchased for investment and not with a view to
distribution, and certificates representing such Shares may be legended
accordingly.

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                  (h) Option Agreements. Options granted under the Plan shall be
evidenced by a written document or documents (an "Option Agreement") in such
form as the Committee shall, from time to time, approve, which Option Agreement
shall contain such provisions, not inconsistent with the provisions of the Plan
as the Committee shall deem advisable. Each Non-Employee Director shall enter
into, and be bound by, an Option Agreement.


         7.       Capital Adjustments, Acceleration and Cancellation of Options

                  The number of Shares which may be issued under the Plan, as
stated in Section 4 herein, and the number of Shares issuable upon exercise of
outstanding Options under the Plan (as well as the Option price per Share under
such outstanding Options), shall, subject to the provisions of section 424(a) of
the Code, be adjusted proportionately to reflect any stock dividend, stock
split, share combination, or similar change in the capitalization of the
Company.

                  In the event of a corporate transaction (as that term is
described in section 424(a) of the Code and the Treasury Regulations issued
thereunder, such as, for example, a merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation), and, provision
is not made for the continuance and assumption of Options under the Plan, or the
substitution for such Options of new Options to acquire securities or other
property to be delivered in connection with the transaction, all unexercised
Options shall accelerate and become fully exercisable, but all unexercised
Options shall terminate on the day immediately prior to the consummation of such
corporate transaction. The Committee shall give the holders of outstanding
Options not less than ten days prior written notice of any such acceleration and
termination pursuant to this Section 7, and such outstanding Options thereafter
may be exercised in whole or in part up to and including the date of such
termination or until their earlier stated expiration date or their earlier
termination pursuant to Section 6(d) herein.

         8.       Amendment or Discontinuance of the Plan

                  The Board from time to time may suspend or discontinue the
Plan or amend it in any respect whatsoever; provided, however, that an amendment
to the Plan shall require shareholder approval (given in compliance with Rule
16b-3 under the Exchange Act) if such amendment would materially:

                  (i) increase the benefits accruing to Non-Employee Directors
under the Plan;

                  (ii) increase the number of Shares which may be issued to
Non-Employee Directors under the Plan other than as provided in Section 7
herein; or

                  (iii) modify the requirements as to eligibility to participate
in the Plan.

                  Notwithstanding the foregoing, no such suspension,
discontinuance or amendment shall materially impair the rights of any holder of
an outstanding Option without the consent of such holder. Further, the
provisions of the Plan establishing the directors eligible to receive Options
under the Plan, the timing of the grants of such Options, the purchase price for
Shares subject to Options, the number of Shares covered by each Option, the
method or methods for determining the amount of Options to be granted to each
Non-Employee Director, and any other provision of the Plan which, if amended
more than once every six months, would cause the Plan to fail to comply with
Rule 16b-3 under the Exchange Act, shall not be amended more than once every six
months.

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         9.       Effective Date and Duration

                  The Plan shall become effective on January 26, 1994, the date
on which it was adopted by the Board; provided, however, that if the Plan is not
approved by the shareholders of the Company in the manner required by Rule 16b-3
under the Exchange Act within one year after said date, the Plan and all Options
granted hereunder shall be null and void.

                  Unless earlier terminated as provided in the Plan, the Plan
shall terminate absolutely at 12:00 midnight on January 25, 2004, and no Options
hereunder shall be granted thereafter. Nothing contained in this Section 9,
however, shall terminate or affect the continued existence of rights created
under Options issued hereunder and then outstanding which by their terms extend
beyond such date.


                  10.      Miscellaneous

                  (a) Governing Law. The operation of, and the rights of
Non-Employee Directors under, the Plan, the Option Agreements and any Options
granted hereunder shall be governed by applicable Federal law, and otherwise by
the laws of the Commonwealth of Pennsylvania.

                  (b) Rights. Neither the adoption of the Plan nor any action of
the Board or the Committee shall be deemed to give any individual any right to
be granted an Option, or any other right hereunder, unless and until the
Committee shall have granted such individual an Option, and then his or her
rights shall be only such as are provided by the Option Agreement.

                  (c) Application of Funds. The proceeds received by the Company
from the sale of Shares pursuant to Options granted under the Plan shall be used
for general corporate purposes.

                  (d) No Obligation to Exercise Option. The granting of an
Option shall impose no obligation upon a Non-Employee Director to exercise such
Option.