R-B RUBBER PRODUCTS, INC.
                     DIRECTORS STOCK OPTION PLAN INFORMATION

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                 This document constitutes part of a prospectus
                  covering securities that have been registered
                        under the Securities Act of 1933

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                            GENERAL PLAN INFORMATION

         R-B Rubber Products, Inc. (the "Company") established the R-B Rubber
Products, Inc. Directors Stock Option Plan as amended (the "Plan") to provide a
performance incentive for members of the Board of Directors, and to enable these
individuals to acquire or increase proprietary interest in the success of the
Company. The effective date of the Plan was February 21, 2000. The Company is
the Registrant. The Plan has not yet been approved by the Company's
shareholders.

         Pursuant to the terms of the Plan, the Company's Board of Directors
(the "Board") has reserved the right to terminate, modify, or amend the Plan
subject to the following restriction: The Board must obtain shareholder approval
for any amendment that (1) increases the number of shares of Common Stock
available under the Plan, (2) changes the Plan's eligibility provisions, or (3)
requires shareholder approval under applicable law.

         The Plan Administrator may modify or amend outstanding options granted
under the Plan, provided modification or amendment of an outstanding option
shall not, without the consent of the optionee, impair or diminish any of the
optionee's rights or any of the obligations of the Company. Except as otherwise
provided in the Plan, no outstanding option shall be terminated without the
consent of the optionee. The Plan is not subject to Section 401(a) of the
Internal Revenue Code of 1986 (the "Code") or the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").

         The "Plan Administrator" is the Board, unless the Board authorizes and
appoints a committee to serve as Plan Administrator. The Board may appoint the
members of the committee for such terms as the Board may determine. The Board
may from time to time remove members from, or add members to, the committee.
Vacancies on the committee, however caused, may be filled by the Board.

         The Plan Administrator acts as the manager of the Plan, possessing
discretionary authority to determine all matters relating to the options to be
granted. The Plan Administrator has the sole authority to interpret the
provisions of the Plan, any option issued under the Plan, and any rule or
regulation applicable to the Plan. The Plan Administrator's interpretation is
conclusive and binding on all interested parties.

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         Participants in the Plan may obtain additional information about the
Plan from R-B Rubber Products, Inc., whose address is 904 E. 10th Avenue,
McMinnville, Oregon 97128, and whose telephone number is (503) 472-4691.

                            SECURITIES TO BE OFFERED

         The stock available under the stock options granted under the Plan are
shares (the "Shares") of the Company's authorized but unissued common stock,
with no par value ("Common Stock"). The total number of Shares that may be
issued pursuant to options under the Plan shall not exceed an aggregate of
400,000.

                    EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

         The Plan provides that as of each annual shareholders meeting of the
Company, each member of the Board of Directors who has served in that position
for at least three months shall receive an option to purchase 7,000 Shares. The
option shall be fully vested and immediately exercisable. The effective date of
the grant will be the date of the annual meeting.

         The Plan provides for the granting of both incentive stock options
under Section 422 of the Code and non-statutory options. Directors who are also
employees of the Company (or a parent or subsidiary corporation of the Company)
on the option grant date shall receive incentive stock options. Directors who
are not also employees of the Company (or a parent or subsidiary corporation of
the Company) on the option grant date shall receive non-statutory options.

                         PURCHASE OF SECURITIES OFFERED

         The purchase price per Share under each option shall equal 115% of the
average closing price of the Company's Common Stock for the two week period
preceding the annual shareholders meeting. An optionee must exercise his or her
option, if at all, before it expires. Each option shall expire on the fifth
anniversary of the date on which the option was granted.

         Payment of the option exercise price shall be made in full at the time
the optionee delivers the notice of exercise to the Company. Payment shall be in
cash, bank-certified check, cashier's check, or personal check (unless at the
time of exercise the Plan Administrator in a particular case determines not to
accept a personal check). Upon exercise of an option, the optionee will purchase
authorized but unissued Common Stock from the Company. The Company will not
impose any fees, commissions, or charges. The Company will receive the entire
purchase price as stated in each option agreement.

                               RESALE RESTRICTIONS

         In certain situations directors and principal shareholders of the
Company who receive options may not, for a period of six months following the
initial grant of the option, sell the corresponding shares of Common Stock.


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                         FEDERAL INCOME TAX CONSEQUENCES

         The grant of a stock option will not trigger taxable income to the
optionee. When any part of the non-statutory option is exercised, the optionee
is deemed to have received ordinary income in an amount equal to the fair market
value of the Common Stock received, minus the corresponding option price. In the
event an optionee cannot sell Shares acquired through the exercise of an option
without incurring liability under Section 16(b) of the Securities Exchange Act
of 1934, the recognition of income is delayed (unless the optionee elects
otherwise under Section 83(b) of the Code within 30 days of the exercise) until
the earlier of (i) the end of six months after the purchase of the stock or (ii)
the first day the restriction ceases.

         If an optionee exercises incentive stock options and does not dispose
of the Shares received within two years after the date of the grant of such
stock options or within one year after the issuance of the Shares to him or her,
any gain realized upon disposition will be characterized as long-term capital
gain. In such case, the Company will not be entitled to a tax deduction. If the
optionee disposes of the shares either within two years after the date that the
options are granted or within one year after the issuance of the Shares to him
or her, such disposition will be treated as a disqualifying disposition and an
amount equal to the lesser of (i) the fair market value of the Shares on the
date of exercise minus the exercise price, or (ii) the amount realized on the
disposition minus the exercise price, will be taxed as ordinary income to the
optionee in the taxable year in which the disposition occurs.

         The Company may claim a tax deduction equal to the amount of ordinary
income realized by the optionee. Unless the optionee is an independent
contractor or foreign resident, the Company is generally required to withhold
the income and employment taxes applicable to the income the optionee recognizes
on the exercise of a non-statutory stock option. The Company may withhold from
regular wages or supplemental wages, or otherwise insure that the taxes required
to be withheld are available for payment, including the withholding of an
appropriate number of Shares to be issued upon the exercise of the option.

         The foregoing is a summary of the complex federal income tax laws
affecting the exercise of stock options. State and local income tax consequences
may differ. An optionee who intends to exercise an option or sell or otherwise
dispose of stock acquired through the exercise of an option should consult his
or her own tax advisor regarding the possible federal, state, and local income
tax consequences.

                      ASSIGNMENT AND FORFEITURE OF INTEREST

         Options granted under the Plan and the rights and privileges conferred
thereby may not be transferred, assigned, pledged, or hypothecated in any manner
(whether by operation of law or otherwise), other than by will or applicable
laws of descent and distribution; provided that non-statutory stock options may
be transferred to a revocable trust established by the optionee for his or her
descendants, to an immediate family member, or to a partnership in which only
immediate family members or such estate-planning trusts are partners. Options
shall not be subject to execution, attachment, or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of any
option under the Plan, or any rights or privilege conferred by the Plan,
contrary to the provisions of the Plan, or upon the sale or levy or any

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attachment or similar process upon the rights and privileges conferred by the
Plan, such option shall thereupon terminate and become void. No person may
create a lien on any funds, securities, or other property held under the Plan.

         Options granted under the Plan shall continue for the duration of their
original five-year term, regardless of an optionee's continued status as a
Director or employee, unless an optionee's employment is terminated for "cause"
(as defined in the Plan), in which case the options shall immediately expire. If
an incentive stock option is not exercised within three months after termination
of employment, the option shall be treated as a non-statutory option.

                          INFORMATION ABOUT THE COMPANY

         The following documents are available to holders of options without
charge, upon written or oral request to the Company. Requests should be directed
to the Company's office at 904 E. 10th Avenue, McMinnville, Oregon 97128, and
whose telephone number is (503) 472-4691.

         (a) The Company's latest annual report filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, or the latest prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933, which contains,
either directly or by reference, certified financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above.

         (c) Information as to stock options, including the amount outstanding,
exercises, prices, and expiration dates, which will be included in the future
either in the Company's proxy statements, annual reports, or appendices to the
prospectus.

                                                               April 20, 2000











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