<PAGE>


                                                         As Amended and Restated
                                                      effective November 1, 1996


                             HUNT MANUFACTURING CO.

                     1993 STOCK OPTION AND STOCK GRANT PLAN


                  1. Purpose.

                  The 1993 Stock Option and Stock Grant Plan (the "Plan") is
designed to enable Hunt Manufacturing Co. (the "Company") and its subsidiaries
to attract and retain capable officers and key management level employees and to
provide an inducement to such personnel to promote the best interests of the
Company and its subsidiaries by enabling and encouraging them, through the grant
of incentive and nonqualified stock options ("Options") and/or stock ("Stock
Grants") to acquire stock in the Company.

                  As used in the Plan, the term "incentive stock options" means
options which, at the time such options are granted under the Plan, qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") and are designated as incentive
stock options in the Option Agreement (as hereinafter defined). The term
"nonqualified stock options" means all other options granted under the Plan. The
term "subsidiary" means any corporation which, at the time an Option is granted
or Stock Grant is made under the Plan, qualifies as a subsidiary of the Company
under the definition of "subsidiary corporation" contained in Section 424(f) of
the Code, or any similar provision hereafter enacted, except that such term
shall not include any corporation which is classified as a foreign corporation
pursuant to Section 7701 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 three
non-employee directors (within the meaning of Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934 (the "Exchange Act"), or any successor thereto)
who are also outside directors (within the meaning of Treas. Reg. ss.
1.162-27(e)(3), or any successor thereto) 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 the Committee, while serving as such, shall be deemed
to be acting in his/her capacity as a director of the Company.


<PAGE>




                  The Committee shall have full authority to construe and
interpret the Plan and, subject to the provisions of the Plan: to establish,
amend, and rescind appropriate rules and regulations relating to the Plan; to
take such action as may be appropriate or necessary to insure the continued
qualification of any incentive stock options granted under the Plan; to select
the persons to whom Options will be granted and/or Stock Grants made under the
Plan; to grant Options and make Stock Grants and set the date of grant and other
terms and conditions thereof; to make recommendations to the Board; and to take
all such steps and make all such determinations in connection with the Plan and
the Options granted and the Stock Grants made hereunder as it may deem necessary
or advisable. All such rules, regulations, determinations, and interpretations
of the Committee shall be final, conclusive, and binding on all persons.

                  3. Stock Subject to the Plan.

                  Subject to the provisions of Section 8, up to an aggregate
maximum of 1,750,000 of the Company's Common Shares, par value $.10 per share
("Shares"), shall be authorized for the grant of Options and/or Stock Grants
under the Plan; provided, however, that, of such amount, not more than 525,000
Shares shall be available for Stock Grants, and further provided, that, no
Eligible Employee (as hereinafter defined) or Consultant (as defined below)
shall receive Options and/or Stock Grants for more than 300,000 Shares over any
one-year period. Shares issuable under the Plan may be authorized but unissued
Shares or reacquired Shares, as the Board shall determine. If any Option granted
under the Plan expires or otherwise terminates, in whole or in part, without
having been exercised, or if any Stock Grant hereunder is terminated, in whole
or in part, the Shares subject to the unexercised portion of such Option and the
unvested Shares covered by such Stock Grant shall be available for the granting
of Options and Stock Grants under the Plan as fully as if such Shares had never
been subject to an Option or a Stock Grant; provided, however, that:

                     (a) If an Option is cancelled or if a Stock Grant is
         terminated, the Shares subject to the unexercised portion of such
         Option and/or the unvested Shares covered by such Stock Grant shall
         continue to be counted against the maximum number of Shares specified
         above which may be awarded to an Eligible Employee or Consultant during
         the one-year period in which the Option or Stock Grant was originally
         awarded, and

                     (b) If the exercise price of an Option is reduced after the
         date of grant, the transaction shall be treated as a cancellation of
         the original Option and the grant of a new Option for purposes of such
         maximum.


                                       -2-

<PAGE>



                  4. Eligibility.

                  Those persons eligible to participate in the Plan shall be the
officers and other key management level employees of the Company and any of its
subsidiaries ("Eligible Employees"), including directors who are also officers
or key management level employees of the Company or any of its subsidiaries.
Independent consultants who perform consulting services for the Company and any
of its subsidiaries ("Consultants") shall also be eligible to participate.
Incentive stock options, nonqualified stock options, or Shares, or a combination
thereof, may be granted under the Plan to an Eligible Employee, and nonqualified
stock options and Shares, or a combination thereof, but not incentive stock
options, may be granted under the Plan to a Consultant. In making any
determination as to whether a given employee or Consultant shall receive a grant
under the Plan, and in determining the size and nature of any such grant, the
Committee shall take into account the duties of such employee or Consultant,
his/her past, present, and potential contributions to the success of the Company
and its subsidiaries, and such other factors as the Committee shall deem
relevant in accomplishing the purposes of the Plan.

                  5. Grants, Terms and Conditions of Options.

                  From time to time until the expiration or earlier termination
of the Plan, the Committee may grant to Eligible Employees and/or Consultants
("Optionees") under the Plan such incentive and/or nonqualified stock options as
it determines are warranted; provided, however, that grants of incentive and
nonqualified options shall be separate and not in tandem; and provided further
that incentive stock options shall not be granted to Consultants. Options
granted pursuant to the Plan shall be in such form as the Committee, from time
to time, shall approve, and shall be subject to the following terms and
conditions:

                     (a) Price. Except as provided in Subsection (j), the price
         per Share under each Option granted under the Plan shall be determined
         and fixed by the Committee in its discretion but shall not be less than
         the higher of 100 percent of the Fair Market Value of the Shares or the
         par value thereof on the date of grant of such Option. As used in the
         Plan, the term "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 the date of
                  grant, or, if there are no such reported sales on that date,
                  then on the last previous date (within a reasonable period
                  prior to the date of grant) on which there were such reported
                  sales; or


                                       -3-

<PAGE>



                         (ii) 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.

                     (b) Term. Subject to earlier termination as provided in
         Subsections (c) through (g) and in Section 8, and except as otherwise
         provided in Subsection (j), the term of each Option shall not be less
         than two nor more than ten years from the date of grant.

                     (c) Exercise and Payment. Options shall be exercisable in
         such installments and on such dates, not less than one year from the
         date of grant, as the Committee may specify. Except as otherwise
         expressly provided in the Plan, Options shall be exercisable by an
         Optionee only while he/she remains in the employment of the Company or
         a subsidiary. Any Option Shares, the right to the purchase of which has
         accrued, may be purchased at any time up to the expiration or
         termination of the Option. 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 purchase
         price for such Shares. Only full shares shall be issued, and any
         fractional share which might otherwise be issuable upon exercise of an
         Option granted hereunder shall be forfeited. The purchase price of
         Option Shares shall be payable:

                         (i) In cash or its equivalent;

                         (ii) If the Committee, in its discretion, permits, in
                  whole or in part through the surrender or delivery of Shares
                  previously acquired by the Optionee (provided that if such
                  Shares are statutory option stock, as defined in Section
                  424(c)(3) of the Code, such Shares have been held by the
                  Optionee for a period which is not less than the holding
                  period described in Section 422(a)(1) or 423(a)(1) of the
                  Code, as applicable);

                         (iii) If and to the extent the Committee, in its
                  discretion, permits, in whole or in part through the surrender
                  or delivery of Shares newly acquired by the Optionee upon
                  exercise of such Option (which surrender or delivery shall
                  constitute a disqualifying disposition in the case of an
                  Option which is an incentive stock option); or

                         (iv) If and to the extent the Committee, in its
                  discretion, permits, by delivering a properly executed notice
                  of exercise of the Option to the Company and a broker, with
                  irrevocable instructions to the broker promptly to deliver to
                  the Company the amount of sale or loan proceeds necessary to
                  pay the exercise price of the Option (the sale of

                                       -4-

<PAGE>

                  Shares pursuant to such instructions shall constitute a
                  disqualifying disposition in the case of an Option which is an
                  incentive stock option).

                  In the event such purchase price is paid, in whole or in part,
with Shares, the portion of the purchase price so paid shall be equal to the
Fair Market Value, on the date of exercise of the Option, of the Shares
surrendered or delivered in payment of such purchase price.

                     (d) Termination of Optionee's Employment. If an Optionee's
         employment by the Company and its subsidiaries is terminated prior to
         the expiration date of his/her Option by either party for any reason,
         with or without cause, other than by reason of death, disability, or
         retirement (as provided in Subsections (e), (f), and (g)), such Option
         shall terminate immediately upon such termination of employment,
         provided that the Committee, in its discretion, may extend the period
         for exercise following any such termination of employment, to the
         extent of the number of Shares with respect to which the Optionee could
         have exercised it on the date of such termination, for up to three
         months, but not beyond the expiration date of such Option.
         Notwithstanding the foregoing, in the event an Optionee's employment is
         terminated as contemplated in this Subsection and Options held by
         him/her have not yet become exercisable in accordance with their terms,
         the Committee, in its discretion, may allow all or a part of such
         Options to be exercised pursuant to this Subsection, provided that such
         Options have been outstanding for at least one year at the time of the
         Optionee's termination of employment. For purposes of the Plan, a leave
         of absence of one year or less which has been expressly approved by the
         Board shall not be deemed to constitute a termination of employment. A
         leave of absence longer than one year shall be deemed to constitute a
         termination of employment, unless the Committee determines otherwise.
         For purposes of this Section 5, an Optionee who is a Consultant shall
         be deemed to have terminated employment if such person's consulting
         relationship with the Company and its subsidiaries is terminated.

                     (e) Death of Optionee. If an Optionee's employment is
         terminated (within the meaning of Subsection (d)) by reason of his/her
         death prior to the expiration of his/her Option, or if an Optionee
         shall die following his/her termination of employment but prior to the
         expiration date of his/her Option or expiration of the period
         determined under Subsection (d), (f), or (g), if earlier, such Option
         may be exercised, by the Optionee's estate, personal representative, or
         beneficiary who acquired the right to exercise such Option by bequest
         or inheritance or by reason of the death of the Optionee, in whole or
         in part, but only to the extent of the number of Shares with respect to
         which the Optionee could have exercised it on the date of his/her
         death, at any time prior to the earlier of:

                                       -5-

<PAGE>

                         (i) One year following the date of the Optionee's
                  death, or

                         (ii) The expiration date of such Option (which, in the
                  case of death following a termination of employment pursuant
                  to Subsection (d), (f), or (g), shall be deemed to mean the
                  expiration of the exercise period determined thereunder).

                  Notwithstanding the foregoing, in the event that an Optionee's
employment is terminated by his/her death and Options held by him/her have not
yet become exercisable in accordance with their terms, the Committee, in its
discretion, may allow all or a part of such Options to be exercised pursuant to
this Subsection, provided that such Options have been outstanding for at least
one year at the time of the Optionee's death.

                     (f) Disability of Optionee. If an Optionee shall become
         permanently and totally disabled (within the meaning of Section
         22(e)(3) of the Code) and his/her employment with the Company and its
         subsidiaries is terminated (within the meaning of Subsection (d)) as a
         consequence of such disability prior to the expiration date of his/her
         Option, such Option may be exercised by the Optionee, in whole or in
         part, but only to the extent of the number of Shares with respect to
         which the Optionee could have exercised it on the date of such
         termination of employment, at any time prior to the earlier of:

                         (i) One year following the date of the Optionee's
                  termination of employment, or

                         (ii) The expiration date of such Option.

                     Notwithstanding the foregoing, if at the time of
termination of an Optionee's employment due to disability, Options held by such
Optionee have not yet become exercisable in accordance with their terms, the
Committee, in its discretion, may allow all or a part of such Options to be
exercised pursuant to this Subsection, provided that such Options have been
outstanding for at least one year at the time of the Optionee's termination of
employment.

                     (g) Retirement of Optionee. If an Optionee retires in
         accordance with the retirement policy of the Company, or with the
         express consent of the Board, prior to the expiration date of his/her
         Option, such Option may be exercised by the Optionee, in whole or in
         part, but only to the extent of the number of Shares with respect to
         which the Optionee could have exercised it on the date of his/her
         retirement, at any time prior to the earlier of:


                                       -6-
<PAGE>



                         (i) Three months after the date of retirement, or

                         (ii) The expiration date specified in such Option.

                  Notwithstanding the foregoing, the Committee may, in its
discretion, extend the period for exercise following an Optionee's retirement
for up to nine additional months, but not beyond the expiration date of such
Option, despite the fact that such an extension would prevent an Option from
qualifying as an incentive stock option under the Code and/or in the event that
any Options held by a retiring Optionee have not yet become exercisable in
accordance with their terms, allow all or a part of such Options to be exercised
pursuant to this Subsection provided that such Options have been outstanding for
at least one year at the time of the Optionee's retirement.

                     (h) Transferability. No Option intended to be an incentive
         stock option shall be assignable or transferable by an Optionee
         otherwise than by will or by the laws of descent and distribution.
         Unless otherwise permitted by the Committee, all other Options shall
         not be assignable or transferable by an Optionee otherwise than by will
         or by the laws of descent and distribution.

                  A transferred Option shall continue to be subject to the same
terms and conditions as were applicable to such Option immediately prior to
transfer, and the Optionee shall remain subject to tax withholding under Section
5(l) with respect to such Option. The events of termination of employment of
Section 5 shall also continue to be applied with respect to the original
Optionee, following which events the transferred Option shall be exercisable by
the transferee only to the extent, and for the periods specified in, Sections
5(c), (d), (e), (f) and (g).

                         (i) Rights as a Stockholder. An Optionee shall have no
                  rights as a stockholder with respect to any Shares covered by
                  his/her Option until the issuance of a stock certificate to
                  him/her representing such Shares.

                         (j) Ten Percent Shareholder. Notwithstanding any other
                  provision of the Plan, if an Eligible Employee owns more than
                  ten percent of the total combined voting power of all shares
                  of stock of the Company or of a Related Corporation at the
                  time an incentive stock option is granted to such Eligible
                  Employee, the incentive stock option price shall not be less
                  than 110 percent of the Fair Market Value of the optioned
                  Shares on the date the incentive stock option is granted, and
                  such incentive stock option by its terms shall not be
                  exercisable after the expiration of five years from the date
                  the incentive stock option is granted. As used in this Plan,
                  the term "Related Corporation" shall mean a subsidiary or a
                  corporate parent of the Company as defined in Section 424 of
                  the Code.

                                       -7-

<PAGE>

                         (k) Annual Limit on Grant of Incentive Stock Options.
                  The aggregate Fair Market Value (determined as of the time an
                  incentive stock option is granted) of the Shares with respect
                  to which incentive stock options are exercisable for the first
                  time during any calendar year (under this Plan and any other
                  incentive stock option plan of the Company or a Related
                  Corporation) shall not exceed $100,000.

                         (l) Use of Shares to Satisfy Tax Obligation. When an
                  Optionee is required to pay to the Company or a Related
                  Corporation an amount required to be withheld under applicable
                  Federal, state, or local income tax or similar laws in
                  connection with the exercise of nonqualified stock options
                  under the Plan, the Committee may, in its discretion and
                  subject to such rules as it may adopt, permit the Optionee to
                  satisfy the obligation, in whole or in part, by electing to
                  have the Company withhold Shares (or by returning to the
                  Company previously held Shares), which shares shall be valued,
                  for this purpose, at their Fair Market Value on the date of
                  exercise of the nonqualified stock option (or, if later, the
                  date on which the Optionee recognizes ordinary income with
                  respect to such exercise). If Shares acquired by exercise of
                  an incentive stock option are used for such purpose, and if
                  the holding period requirements of Section 422(a)(1) of the
                  Code have not been met with respect to such Shares, the use of
                  such Shares to satisfy the withholding obligation will be a
                  disqualifying disposition of such Shares.

                         (m) Option Agreement and Further Conditions. Each
                  Optionee shall enter into, and be bound by the terms of, a
                  stock option agreement (the "Option Agreement") which shall
                  include or incorporate by reference the terms of the Option
                  and the Plan and which shall contain such other terms,
                  conditions, and restrictions not inconsistent with the Plan
                  (or, in the case of incentive stock options, the provisions of
                  Section 422(b) of the Code) as the Committee shall determine.
                  Without limiting the generality of the foregoing, the
                  Committee, in its discretion, may impose further conditions
                  upon the exercisability of Options, and restrictions on
                  transferability and repurchase rights with respect to Shares
                  issued upon exercise of Options.

                  6. Terms and Conditions of Stock Grants.

                  From time to time until the expiration or earlier termination
of the Plan, the Committee may make such Stock Grants under the Plan to Eligible
Employees and/or Consultants ("Grantees") as it determines are warranted. Stock
Grants shall be subject to the following terms and conditions:

                     (a) Vesting Period. The Committee shall establish one or
         more vesting periods ("Vesting Periods") with respect to the Shares
         covered by a Stock Grant. The length of such Vesting Period shall be
         within the discretion

                                       -8-

<PAGE>

         of the Committee, except that (subject to Subsection (c) and Section 8)
         such period or periods shall not be less than one year nor more than
         five years from the date of grant. Subject to the provisions of this
         Section 6, Shares subject to a Stock Grant shall vest in the Grantee
         upon the expiration of the Vesting Period with respect to such Shares.

                     (b) Bonus Payment. For so long as a Grantee's Stock Grant
         remains outstanding and unvested, the Company shall pay to the Grantee
         a cash bonus equal to the dividends which the Grantee would have
         received from the Company had he/she actually held the Shares
         represented by the unvested portion of his/her Stock Grant. Such
         payments shall be made within 60 days following the end of each fiscal
         quarter of the Company with respect to any dividends which may have
         been paid by the Company on its Shares during such quarter, and will
         constitute wages subject to withholding for Federal income tax
         purposes.

                     (c) Termination.

                         (i) Death, Disability, or Retirement. If, prior to the
                  expiration of the Vesting Period with respect to Shares
                  subject to a Stock Grant ("Unvested Shares"), a Grantee's
                  employment with the Company and its subsidiaries is terminated
                  by reason of his/her death, or by reason of his/her disability
                  or retirement (as provided in Sections 5(f) and (g),
                  respectively), then in each such case there shall immediately
                  be vested in the Grantee, or in his/her beneficiary or estate,
                  that number of full Shares that bears the same ratio to all
                  the Grantee's Unvested Shares having the same Vesting Period
                  as the number of the days which have elapsed from the date of
                  the original Stock Grant of such Shares to the date of such
                  termination of the Grantee's employment bears to the total
                  number of days in the Vesting Period with respect to such
                  Shares. [An example of the operation of the preceding sentence
                  is set forth in the Appendix to the Plan.] The remainder of
                  the Grantee's Stock Grant not vested pursuant to the preceding
                  sentence shall immediately terminate, except that the
                  Committee, if it determines that the circumstances warrant,
                  may direct that all or a portion of such remaining Unvested
                  Shares also be vested in the Grantee, subject to such further
                  terms and conditions, if any, as the Committee may determine.
                  For purposes of this Section 6, a Grantee who is a Consultant
                  shall be deemed to have terminated employment if such person's
                  consulting relationship with the Company and its subsidiaries
                  is terminated.

                         (ii) Other Terminations of Employment. If a Grantee's
                  employment is terminated (within the meaning of Paragraph (i))
                  for any reason other than his/her death, disability, or
                  retirement as aforesaid, the

                                       -9-

<PAGE>



                  unvested portion of the Grantee's Stock Grant shall
                  immediately terminate, except that the Committee, if it
                  determines that the circumstances warrant, may direct that all
                  or a portion of the Grantee's Unvested Shares be vested in the
                  Grantee, subject to such further terms and conditions, if any,
                  as the Committee may determine.

                     (d) Delivery of Certificates. Upon the vesting of a Stock
         Grant, the Company shall promptly issue certificates representing the
         vested Shares to the Grantee or to his/her beneficiary or estate. Only
         full shares shall be issued, and any fractional shares which might
         otherwise be issuable pursuant to a Stock Grant shall be forfeited.

                     (e) Transferability. No Stock Grant shall be assignable or
         transferable by a Grantee otherwise than by will or by the laws of
         descent and distribution.

                     (f) Rights as a Stockholder. A Grantee shall have no rights
         as a stockholder with respect to any Shares covered by a Stock Grant
         until the issuance of a stock certificate to him/her representing such
         Shares.

                     (g) Use of Shares to Satisfy Tax Obligation. When a Grantee
         is required to pay the Company or a Related Corporation an amount
         required to be withheld under applicable Federal, state, or local
         income tax or similar laws in connection with the vesting of a Stock
         Grant under this Plan, the Committee may, in its discretion and subject
         to such rules as it may adopt, permit the Grantee to satisfy the
         obligation, in whole or in part, by electing to have the Company
         withhold Shares (or by returning to the Company previously held
         Shares), which Shares shall be valued, for this purpose, at their Fair
         Market Value on the date of vesting of the Stock Grant (or, if later,
         the date on which the Grantee recognizes ordinary income with respect
         to such Stock Grant). If Shares acquired by exercise of an incentive
         stock option are used for such purpose, and if the holding period
         requirements of Section 422(a)(1) of the Code have not been met with
         respect to such Shares, the use of such Shares to satisfy the
         withholding obligation will be a disqualifying disposition of such
         Shares.

                     (h) Stock Grant Agreement. Each Grantee shall enter into,
         and be bound by the terms of, a Stock Grant Agreement (the "Stock Grant
         Agreement") which shall include or incorporate by reference the terms
         of the Stock Grant and of the Plan and which shall contain such other
         terms, conditions, and restrictions not inconsistent with the Plan as
         the Committee shall determine.


                                      -10-

<PAGE>

                  7. Listing and Registration of Shares.

                  Each Option and each Stock Grant under the Plan shall be
subject to the requirement that, if at any time the Board shall determine, in
its discretion, that the listing, registration, or qualification of the Shares
covered thereby upon any securities exchange or under the laws of any
jurisdiction, or the consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option,
the making of such Stock Grant, or the purchase or vesting of Shares thereunder,
then no such Option may be exercised in whole or in part, and no certificate
representing Shares shall be issued pursuant to such Stock Grant, unless and
until such listing, registration, qualification, consent, or approval shall have
been effected or obtained, on conditions acceptable to the Board. Each Optionee
and Grantee, or his/her legal representative or beneficiaries, also may be
required to give satisfactory assurance that Shares purchased upon exercise of
an Option or received pursuant to a Stock Grant are being acquired for
investment and not with a view to distribution, and certificates representing
such Shares may be legended accordingly.

                  8. Adjustment Upon Changes in Capitalization, Mergers, and
Other Events.

                  The number of Shares which may be issued under the Plan and
the maximum number of Shares with respect to which Options and/or Stock Grants
may be awarded to any Eligible Employee or Consultant under the Plan, both as
stated in Section 3, and the number of Shares issuable upon exercise of
outstanding Options (as well as the exercise price per Share under such
outstanding Options) or issuable upon vesting of outstanding Stock Grants shall
be adjusted, as may be determined appropriate by the Committee (which
determination shall be subject to ratification by the Board), to reflect any
stock dividend, stock split, share combination, or similar change in the
capitalization of the Company.

                  In the event the Company is liquidated or a corporate
transaction described in Section 424(a) of the Code and the Treasury Regulations
issued thereunder (including, for example, a merger, consolidation, acquisition
of property or stock, separation, or reorganization) occurs, each outstanding
Option and Stock Grant shall be assumed by the surviving or successor
corporation, if any; provided, however, that the Committee, in its discretion,
may terminate all or a portion of the outstanding Options and/or Stock Grants if
it determines that such termination would be in the best interests of the
Company. If the Committee decides to terminate an outstanding Option by reason
of such liquidation or corporate transaction, the Committee shall give the
holder thereof not less than 21 days' prior notice of any such termination, and
such outstanding Option may be exercised up to, and including, the date
immediately preceding such termination, if the Option has not otherwise expired,
and if it is then exercisable under the Option Agreement. With respect to any
Option which has not yet become exercisable, the Committee also, in its
discretion, may

                                      -11-

<PAGE>



allow an Optionee to exercise such Option, in whole or in part (if it has not
otherwise terminated or expired). If the Committee decides to terminate an
outstanding Stock Grant by reason of such liquidation or corporate transaction,
the Stock Grant shall vest on such termination date to the same extent as is
provided in the first sentence of Section 6(c)(i). The Committee, in its
discretion, may also immediately vest all or a portion of the remaining unvested
Shares under any Stock Grant which is to be so determined.

                  The Committee, in its discretion, may also change the number
of Shares issuable upon exercise of outstanding Options (as well as the exercise
price per Share under such outstanding Options) and Shares covered by
outstanding Stock Grants to reflect any such corporate transaction, provided, in
the case of an incentive stock option, that any such change is made in
accordance with Section 424(a) of the Code and is excluded from the definition
of "modification" under Section 424(h) of the Code.

                  Notwithstanding any other provisions of the Plan, the
Committee, in its discretion, may accelerate, in whole or in part, the date on
which Options become exercisable and/or the vesting of any Stock Grant in the
event that the Committee determines that a change in control of the Company has
occurred or is likely to occur.

                  9. Amendment or Discontinuance of the Plan.

                  The Board, from time to time, may suspend or discontinue the
Plan or amend it, and the Committee may amend any outstanding Options and Stock
Grants, in any respect whatsoever; provided, however, that, without the approval
of the holders of at least a majority of the votes cast at a duly held
stockholders' meeting at which a quorum representing a majority of the
outstanding shares of the Company is, either in person or by proxy, present and
voting on the action:

                     (a) The class of individuals eligible to receive Options or
         Stock Grants shall not be changed;

                     (b) The maximum number of Shares with respect to which
         grants may be made under the Plan shall not be increased otherwise than
         as permitted under Section 8;

                     (c) The limitations on the price at which Options may be
         granted shall not be changed; and

                     (d) The duration of the Plan, as specified in Section 12,
         shall not be extended.


                                      -12-

<PAGE>



                  Notwithstanding the foregoing, no such suspension,
discontinuance, or amendment shall impair the rights of any holder of an
outstanding Option or Stock Grant without the consent of such holder.

                  10. Absence of Rights.

                  The recommendation or selection of an Eligible Employee or
Consultant as a recipient of an Option or a Stock Grant under the Plan shall not
entitle such person to any Option or Stock Grant unless and until the grant
actually has been made by appropriate action of the Committee; and any such
grant is subject to the provisions of the Plan. Further, the granting of an
Option or the making of a Stock Grant to a person shall not entitle that person
to continued employment by the Company or its subsidiaries, and the Company
shall have the absolute right, in its discretion, to retire such person in
accordance with its retirement policies or otherwise to terminate his/her
employment, whether or not such termination may result in a partial or total
termination of his/her Option or of his/her Stock Grant.

                  11. Application of Funds.

                  The funds received by the Company upon the exercise of Options
and otherwise under the Plan shall be used for general corporate purposes.

                  12. Effective Date and Duration.

                  The Plan became effective on February 7, 1993. Unless earlier
terminated as provided in the Plan, the Plan shall terminate at 12:00 midnight
on February 6, 2003, and no Options or Stock Grants shall be granted or made
thereafter. However, termination of the Plan shall not affect any Options or
Stock Grants theretofore granted or made, which Options and Stock Grants shall
remain in effect in accordance with their terms and the terms of the Plan.

                                      -13-

<PAGE>


                                    APPENDIX

            Accelerated Vesting Pursuant to Section 6(c) of the Plan


                  Example: If a Stock Grant of 30,000 shares is made to a
Grantee on February 10, 1996, to vest in three annual increments of 10,000
Shares each on February 10, 1997, 1998, and 1999, respectively, and if the
Grantee, while still an employee of the Company, should die on August 10, 1997,
the number of Shares vested would be 22,465, calculated as follows:

                  1. The 10,000 Share increment scheduled to vest on February
         10, 1997, would already have vested in full.

                  2. The 10,000 Share increment scheduled to vest on February
         10, 1998, would vest automatically as to 7,479 Shares (i.e., out of the
         total Vesting Period of 730 days with respect to such Shares, 546 days
         would have elapsed; 546/730 = .747945 x 10,000 Shares = 7,479 Shares).

                  3. The 10,000 Share increment scheduled to vest on February
         10, 1999, would vest automatically as to 4,986 Shares (i.e., out of the
         total Vesting Period of 1,095 days with respect to such Shares 546 days
         would have elapsed; 546/1,095 = .498630 x 10,000 Shares = 4,986
         Shares).



                                      -14-