WESTERBEKE CORPORATION
                       SUPPLEMENTAL STOCK OPTION PLAN

      1.    Purposes of Plan.  The purposes of this Plan, which shall be
known as the Westerbeke Corporation Supplemental Stock option Plan and
is hereinafter referred to as the "Plan", are (i) to provide incentives
for key employees of Westerbeke Corporation (the "Company") and its
subsidiary or parent corporations (within the respective meanings of
Section 425(f) and 425(e) of the Internal Revenue Code of 1986, as
amended (the "Code"), and referred to herein as "Subsidiary" and
"Parent", respectively) by encouraging their ownership of the common
stock, $.01 par value, of the Company (the "Stock") and (ii) to aid the
Company in retaining such key employees, upon whose efforts the
Company's success and future growth depends, and attracting other such
employees.

      2.    Administration.  The Plan shall be administered by a Stock
Option Committee (the "Committee") of the Board of Directors, as
hereinafter provided.  For purposes of administration, the Committee,
subject to the terms of the Plan, shall have plenary authority to
establish such rules and regulations, make such determinations and
interpretations, and take such other administrative actions as it deems
necessary or advisable.  All determinations and interpretations made by
the Committee shall be final, conclusive and binding on all persons,
including Optionees (as hereinafter defined) and their legal
representatives and beneficiaries.

      The Committee shall be appointed from time to time by the Board of
Directors and shall consist of not fewer than three of its members.
Unless otherwise determined by the Board of Directors, no member of the
Board of Directors who serves on the Committee shall be eligible to
participate in the Plan.  The Board of Directors shall designate one of
the members of the Committee as its Chairman.  The Committee shall hold
its meetings at such times and places as it may determine.  A majority
of its members shall constitute a quorum.  All determinations of the
Committee shall be made by a majority of its members.  Any decision or
determination reduced to writing and signed by all members shall be as
effective as if it had been made by a majority vote at a meeting duly
called and held.  The Committee may appoint a secretary (who need not be
a member of the Committee).  No member of the Committee shall be liable
for any act or omission with respect to his service on the Committee, if
he acts in good faith and in a manner he reasonably believes to be in or
not opposed to the best interests of the Company. Service on the
Committee shall constitute service as a director of the Company for all
purposes.

      3.    Stock Available for Options.  There shall be available for
options under the Plan a total of 250,000 shares of Stock, subject to
any adjustments which may be made pursuant to Section 5(f ) hereof.
Shares of Stock used for purposes of the Plan may be either authorized
and unissued shares, or previously issued shares held in the treasury of
the Company, or both.  Shares of Stock covered by options which have
terminated or expired prior to exercise shall be available for further
options hereunder.

      4.    Eligibility.  Options under the Plan may be granted to key
employees of the Company or any Subsidiary or Parent, including officers
or directors of the Company or any Subsidiary or Parent.  Options may be
granted to eligible employees whether or not they hold or have held
options previously granted under the Plan or otherwise granted or
assumed by the Company.  In selecting employees for options, the
Committee may take into consideration any factors it may deem relevant,
including its estimate of the employee's present and potential
contributions to the success of the Company and its Subsidiaries.
Service as a director or officer of the Company or any Parent or
Subsidiary shall be considered employment for purposes of the Plan.

      5.    Terms and Conditions of Options.  The Committee shall, in
its discretion, prescribe the terms and conditions of the options to be
granted hereunder, which terms and conditions need not be the same in
each case, subject to the following:

      (a)    Option Price.  The price at which each share of Stock
covered by an option granted under the Plan may be purchased shall be
determined by the Committee and shall not be less than the par value per
share of Stock.  The date of the grant of an option shall be the date
specified by the Committee in its grant of the option.

      (b)    Option Period.  The period for exercise of an option shall
in no event be more than ten years from the date of grant, or, in the
case of any option intended to be an incentive stock option pursuant to
Section 6 granted to an Optionee owning, on 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 any Parent or Subsidiary, more
than five years from the date of grant.  Options may, in the discretion
of the Committee, be made exercisable in installments during the option
period.  Any shares not purchased on any applicable installment date may
be purchased thereafter at any time before the expiration of the option
period.

      (c)    Exercise of Options.  In order to exercise an option, the
holder thereof (the "Optionee") shall deliver to the Company written
notice specifying the number of shares of Stock to be purchased,
together with cash or a certified or bank cashier's check payable to the
order of the Company in the full amount of the purchase price therefor;
provided that, for the purpose of assisting an Optionee to exercise an
option, the Company may make loans to the Optionee or guarantee loans
made by third parties to the Optionee, on such terms and conditions as
the Board of Directors may authorize; and provided further that such
purchase price may be paid in shares of Stock owned by the Optionee
having a market value on the date of exercise equal to the aggregate
purchase price, or in a combination of cash and Stock.  For purposes of
the Plan, the market value per share of Stock shall be the last sale
price regular way on the date of reference, or, in case no sale takes
place on such day, the average of the closing high bid and low asked
prices regular way, in either case on the principal national securities
exchange on which the Stock is listed or admitted to trading, or if the
Stock is not listed or admitted to trading on any national securities
exchange, the last sale price reported on the National Market System of
the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") on such date, or the average of the closing high bid
and low asked prices of the Stock in the over-the-counter market
reported on NASDAQ on such date, whichever is applicable, or if there
are no such prices reported on NASDAQ on such date, as furnished to the
Committee by any New York Stock Exchange member selected from time to
time by the Committee for such purpose.  If there is no bid or asked
price reported on any such date, the market value shall be determined by
the Committee in accordance with the regulations promulgated under
Section 2031 of the Code, or by any other appropriate method selected by
the Committee.  If the Optionee so requests, shares of Stock purchased
upon exercise of an option may be issued in the name of the Optionee or
another person.  An Optionee shall have none of the rights of a
stockholder until the shares of Stock are issued to him.  An option may
not be exercised for less than ten shares of Stock, or the number of
shares of Stock remaining subject to such option, whichever is smaller.

      (d)    Effect of Termination of Employment.  An option may not be
exercised after the Optionee has ceased to be in the employ of the
Company or any Subsidiary or Parent, except in the following
circumstances:

            (i)    If the Optionee's employment is terminated by action of
      his employer, or by reason of disability or retirement under any
      retirement  plan maintained by the Company or any Subsidiary or
      Parent, the option may be exercised by the Optionee within three
      months after such termination, but only as to any shares exercisable
      on the date the Optionee's employment so terminates;

            (ii)    In the event of the death of the Optionee during the
      three month period after termination of employment covered by (i)
      above, the person or persons to whom his rights are transferred by
      will or the laws of descent and distribution shall have a period of
      one year from the date of his death to exercise any options which were
      exercisable by the Optionee at the time of his death;

            (iii)    In the event of the death of the Optionee while
      employed, the option shall thereupon become exercisable in full, and
      the person or persons to whom the Optionee's rights are transferred by
      will or the laws of descent and distribution shall have a period of
      one year from the date of the Optionee's death to exercise such
      option.  To the extent that Section 422A(b)(7) of the Code would not
      permit the provisions of the foregoing sentence to apply to any
      outstanding options which are incentive stock options, such incentive
      stock options shall, immediately upon the occurrence of the event
      described in the foregoing sentence, be treated for all purposes of
      the plan as nonstatutory stock options and shall be immediately
      exercisable as such as provided in the foregoing sentence.

      Nothing in the Plan or in any option granted pursuant to the Plan (in
the absence of an express provision to the contrary) shall confer on any
individual any right to continue in the employ of the Company or any
Subsidiary or Parent or interfere in any way with the right of the
Company to terminate his employment at any time.

      (e)    Nontransferability of Options.  During the lifetime of an
Optionee, options held by such Optionee shall be exercisable only by
him.  No option shall be transferable other than by will or the laws of
descent and distribution.

      (f)    Adjustments for Change in Stock Subject to Plan.  In the
event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering,
or any other change in the corporate structure or shares of the Company,
(i) except as provided in (ii) below, the Committee shall make such
adjustments, if any, as it deems appropriate in the number and kind of
shares subject to the Plan, in the number and kind of shares covered by
outstanding options, and/or in the option price per share, and (ii) the
Board of Directors of the Company shall make such adjustments, if any,
as it deems appropriate in the maximum number of shares which may be
subject to options granted to all directors of the Company and in the
maximum number of shares which may be subject to options granted to a
single director, in each case pursuant to Section 5(i) hereof, and, with
respect to options held by directors of the Company, in the number and
kind of shares covered by outstanding options, and/or in the option
price per share.

      (g)    Registration, Listing and Qualification Shares of Stock.
Each option shall be subject to the requirement that if at any time the
Board of Directors shall determine that the registration, listing or
qualification of the shares of Stock covered thereby upon any securities
exchange or under any federal or state 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 of Stock thereunder, no such option may be exercised
unless and until such registration, listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors.  The Company may require that any
person exercising an option shall make such representations and
agreements and furnish such information as it deems appropriate to
assure compliance with the foregoing or any other applicable legal
requirement.

      (h)    Other Terms and Conditions.  The Committee may, in its
discretion, provide, in the case of any option granted under the Plan
that, in connection with any merger or consolidation in which the
Company is not the surviving corporation or any sale or transfer by the
Company of all or substantially all its assets or any tender offer or
exchange offer for or the acquisition, directly or indirectly, by any
person or group of all or a majority of the then outstanding voting
securities of the Company, such option shall become exercisable in full
or part, notwithstanding any other provision of the Plan or of any
outstanding options granted thereunder, on and after (i) the fifteenth
day prior to the effective date of such merger, consolidation, sale,
transfer or acquisition or (ii) the date of commencement of such tender
offer or exchange offer, as the case may be.  To the extent that Section
422A(b)(7) of the Code would not permit the provisions of the foregoing
sentence to apply to any outstanding options which are incentive stock
options, such incentive stock options shall, immediately upon the
occurrence of the event described in clause (i) or (ii) of the foregoing
sentence, be treated for all purposes of the plan as nonstatutory stock
options and shall be exercisable as such.  Notwithstanding the
foregoing, in no event shall any option be exercisable after the date of
termination of the exercise period of such option specified in Sections
5(b), 5(d) and 5(i)(2).  The Committee may impose such other terms and
conditions, not inconsistent with the terms of the Plan, on the grant or
exercise of options, as it deems advisable.

      (i)    Terms and Conditions of Options Granted to Directors.
Notwithstanding any provision contained in this Plan to the contrary, in
the event that the Board of Directors shall determine to authorize
grants of options to members of the Committee pursuant to Section 2,
then, so long as any person serving on the Committee is not a
"disinterested person" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, the terms and conditions of
options granted under the Plan to any director of the Company shall be
as follows:

      (1)    The price at which each share of Stock subject to an option
may be purchased shall, subject to any adjustments which may be made
pursuant to Section 5(f ), in no event be less than (A) the market value
per share of Stock on the date of grant in the case of an option
intended to be an incentive stock option pursuant to Section 6 or (B)
the par value per share of Stock in the case of an option not intended
to be an incentive stock option; and provided further that in the event
the option is intended to be an incentive stock option pursuant to
Section 6 and the Optionee owns on 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 any Parent or Subsidiary, the price per share shall
not be less than 110% of the market value per share of Stock on the date
of grant.

      (2)    The option shall be exercisable as of the date of grant to
purchase all shares of Stock covered by the option.  The option shall
terminate and no shares of Stock may be purchased thereunder more than
ten years after the date of grant, provided that if the option is
intended to be an incentive stock option pursuant to Section 6 and the
Optionee owns on 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
any Parent or Subsidiary, the option shall not be exercisable after the
fifth anniversary of the date of grant.

      (3)    In connection with any merger or consolidation in which the
Company is not the surviving corporation or any sale or transfer by the
Company of all or substantially all its assets or any tender offer or
exchange offer for or the acquisition, directly or indirectly, by any
person or group of all or a majority of the then outstanding voting
securities of the Company, the option shall become exercisable in full,
notwithstanding any other provision of the Plan or of any outstanding
options granted thereunder, on and after (i) the fifteenth day prior to
the effective date of such merger, consolidation, sale, transfer or
acquisition or (ii) the date of commencement of such tender offer or
exchange offer, as the case may be.  To the extent that Section
422A(b)(7) of the Code would not permit the provisions of the foregoing
sentence to apply to any outstanding options granted to a director which
are incentive stock options, such incentive stock options shall,
immediately upon the occurrence of the event described in clause (i) or
(ii) of the foregoing sentence, be treated for all purposes of the plan
as nonstatutory stock options and shall be immediately exercisable as
such as provided in the foregoing sentence. Notwithstanding the
foregoing, in no event shall any option be exercisable after the date of
termination of the exercise period of such option specified in Sections
5(b), 5(d) and 5(i)(2).

      (4)    The maximum number of shares of Stock which may be subject
to options granted to all directors pursuant to this Section 5(i) shall
be 175,000 shares in the aggregate and the maximum number of shares of
Stock which may be subject to options granted to any director (including
any options granted under this Plan to a director in his position as an
officer or employee of the Company) shall be 100,000 shares.

      6.    Provisions Applicable to Incentive Stock Options.  The
Committee may, in its discretion, grant options under the Plan to
eligible employees which constitute "incentive stock options" (within
the meaning of Section 422A(b) of the code), provided, however, that (a)
no incentive stock option shall cover a number of shares of Stock in
excess of the maximum number of shares permitted to be covered pursuant
to the provisions of Section 422A(b)(7) of the Code, (b) no incentive
stock option shall be granted at an option price which is less than the
market value per share of Stock on the date of the grant, and (c)
Section 5(d)(ii) hereof shall not apply to any incentive stock option.

      7.    Right of First Refusal.  The shares of Stock issued upon the
exercise of any option granted under the Plan (referred to in this
Section 7 as "Covered Shares") shall be subject to a right of first
refusal (the "Right of First Refusal") in favor of the Company, as
hereinafter set forth.

      (a)    Offer to Sell.  The Optionee shall give telephonic notice
(the "Offer Notice") to the President or Chief Financial Officer of the
Company of any intended sale of Covered Shares not less than twenty-four
(24) hours prior to effecting such sale, which notice shall specify the
number of Covered Shares proposed to be sold.  Such notice shall
constitute an offer by the Optionee to sell to the Company all or any
number of the Covered Shares specified in the Offer Notice at a price
per share determined in accordance with Section 7(c).

      (b)    Acceptance and Payment.  Within twenty-four (24) hours of
its receipt of the Offer Notice, the President or Chief Financial
Officer of the Company (or other representative of the Company
designated by the President of the Company) shall give notice (the
"Acceptance Notice") to the Optionee of the number of Covered Shares, if
any, specified in the Offer Notice which the Company desires to purchase
and the date (not less than five (5) nor more than ten (10) days after
the date of the Acceptance Notice) upon which payment of the purchase
price for such Covered Shares shall be made.  The Optionee shall cause
to be delivered to the Company, at the principal office of the Company
on the payment date specified in such notice, the certificate or
certificates representing the Covered Shares to be purchased, properly
endorsed for transfer, against payment of the purchase price therefor.
In the event that the Company shall fail to give an Acceptance Notice to
the Optionee within the time required by this Section 7(b), the Company
shall be deemed to have elected not to purchase the Covered Shares
specified in the Offer Notice.  Any Covered Shares which the Company
shall not elect to purchase (or be deemed to have elected not to
purchase) as provided in this Section 7(b) shall cease to be Covered
Shares upon the sale of such shares by the Optionee.

      (c)    Purchase Price.  The purchase price per share for each
share of Stock which the Company elects to purchase pursuant to this
Section 7 shall be equal to the market value per share of Stock (as
defined in Section 5(c)) on the date of the Offer Notice.

      (d)    Exempt Transfers.  Any provision of the Plan to the
contrary notwithstanding, the transfer by an optionee of any Covered
Shares to (i) any member of his immediate family, (ii) his heirs,
executors or legal representatives of his testamentary estate or (iii)
the trustee of an intervivos trust or testamentary trust for the benefit
of members of his immediate family shall not be subject to the Right of
First Refusal; provided, however, that the transfer by any person
referred to in clause (i), (ii) or (iii) of this Section 7(d) of Covered
Shares shall be subject to the Right of First Refusal to the same extent
as a transfer by the Optionee to whom such Covered Shares were
originally issued (without regard to this Section 7(d)) and, prior to
registration of the transfer pursuant to clause (i), (ii) or (iii) of
any Covered Shares on the books of the Company, such person shall agree
in writing to be bound by the provisions of this Section 7.  Any
provision of the Plan to the contrary notwithstanding, the transfer by
an Optionee of any Covered Shares to the Company upon the exercise of an
option as provided in Section 5(c) shall not be subject to the Right of
First Refusal.

      (e)    Legend.  Each certificate representing Covered Shares shall
be endorsed substantially as follows:

      The shares of Common Stock represented by this certificate are
subject
      to and may be transferred only in compliance with the Right of
First
      Refusal granted to Westerbeke Corporation (the "Company"), under
the
      Westerbeke Corporation 1987 Stock Option Plan, a copy of which is
on
      file at the principal office of the Company.

      (f)    Confirmation of Telephonic Notice.  Any telephonic notice
given hereunder shall, within twenty-four (24) hours of the giving of
such telephonic notice, be confirmed by written notice delivered
personally or by overnight delivery service, if to an Optionee, to his
address appearing in the records of the Committee at the time such
notice is given and, if to the Company, to Avon Industrial Park, Avon,
Massachusetts 02322, Attention: President.

      8.    Amendment and Termination.  Unless the Plan shall
theretofore have been terminated as hereinafter provided, the Plan shall
terminate on, and no option shall be granted thereunder after, ten years
from adoption; provided, however, that the Board of Directors may at any
time prior to that date terminate the Plan.  The Board of Directors may
at any time amend the Plan; provided, however, that, except as
contemplated in Section 5(f ) hereof, the Board of Directors shall not,
without approval by a majority of the votes cast by the stockholders of
the Company at a meeting of stockholders at which a proposal to amend
the Plan is voted upon, (i) increase the maximum number of shares of
Stock for which options may be granted under the Plan, (ii) change the
formula as to minimum option prices, (iii) extend the period during
which options may be granted or exercised, or (iv) except as otherwise
provided in the Plan, amend the requirements as to the class of
employees eligible to receive options.  No termination or amendment of
the Plan may, without the consent of an Optionee, adversely affect the
rights of such Optionee under any option held by such Optionee.

      9.    Effectiveness of Plan.  The Plan will not be made effective
unless approved by a majority of the votes cast by the stockholders of
the Company at a meeting of stockholders duly called and held for such
purpose or in lieu thereof, pursuant to a unanimous written consent of
stockholders, and no option granted hereunder shall be exercisable prior
to such approval.

      10.    Other Actions.  Nothing contained in the Plan shall be
construed to limit the authority of the Company to exercise its
corporate rights and powers, including but not by way of limitation, the
right of the Company to grant or assume options for proper corporate
purposes other than under the Plan with respect to any employee or other
person, firm, corporation or association.