HELMSTAR GROUP, INC.
                             1999 STOCK OPTION PLAN

1.  PURPOSES.  The  purposes of the 1999 Stock  Option Plan (the  "Plan") are to
attract  and  retain   qualified   personnel   for   positions  of   substantial
responsibility,  to provide additional incentive to the Employees of the Company
or its Subsidiaries (as defined below), as well as other individuals who perform
services for the Company or its Subsidiaries,  and to promote the success of the
Company's  business.  The  provisions  of the Plan are  intended  to satisfy the
requirements of Section 16(b) of the Exchange Act (as defined below) and Section
162(m) of the Code (as defined below).

     Options  granted  hereunder may be either  "incentive  stock  options",  as
defined in Section 422 of the Code, or  "non-qualified  stock  options",  at the
discretion of the Board and as reflected in the terms of the written  instrument
evidencing an Option.

2. DEFINITIONS. As used herein, the following definitions shall apply:

      (a)   "Board" shall mean the Board of Directors of the Company.

      (b)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (c)   "Common Stock" shall mean the Common Stock of the Company (par value
            $.10 per share).

      (d)   "Company" shall mean Helmstar Group, Inc., a Delaware corporation.

      (e)   "Committee"  shall  mean the  Committee  appointed  by the  Board of
            Directors in accordance with paragraph (a) of Section 4 of the Plan,
            if one is appointed.

      (f)   "Continuous  Status as an  Employee"  shall mean the  absence of any
            interruption  or termination  of service as an Employee.  Continuous
            Status as an Employee  shall not be  considered  interrupted  in the
            case of sick leave,  military  leave,  or any other leave of absence
            approved by the Board.

      (g)   "Employee" shall mean any person,  including officers and directors,
            employed by the Company or any Parent or  Subsidiary of the Company.
            The  payment  of a  director's  fee  by  the  Company  shall  not be
            sufficient to constitute "employment" by the Company.

      (h)   "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
            amended.

      (i)   "Incentive  Stock  Option"  shall mean a stock  option  intended  to
            qualify as an incentive  stock option  within the meaning of Section
            422 of the Code.

      (j)   "Non-qualified  Stock Option" shall mean a stock option not intended
            to qualify as an Incentive Stock Option.
<PAGE>
      (k)   "Option" shall mean a stock option granted pursuant to the Plan.

      (l)   "Optioned Stock" shall mean the Common Stock subject to an Option.

      (m)   "Optionee"  shall mean an Employee or other  person who  receives an
            Option.

      (n)   "Parent" shall mean a "parent corporation," whether now or hereafter
            existing, as defined in Section 425(e) of the Code.

      (o)   "Securities Act" shall mean the Securities Act of 1933, as amended.

      (p)   "SEC" shall mean the Securities and Exchange Commission.

      (q)   "Share"  shall  mean a share of the Common  Stock,  as  adjusted  in
            accordance with Section 11 of the Plan.

      (r)   "Subsidiary" shall mean a "subsidiary  corporation,"  whether now or
            hereafter existing, as defined in Section 425(f) of the Code.

                                     -A-1-
<PAGE>
3.  STOCK.  Subject to the  provisions  of Section 11 of the Plan,  the  maximum
aggregate  number of shares  which may be  optioned  and sold  under the Plan is
350,000  shares  of  Common  Stock.   If  an  Option  should  expire  or  become
unexercisable  for any  reason  without  having  been  exercised  in  full,  the
unpurchased Shares which were subject thereto shall,  unless the Plan shall have
been terminated, become available for further grant under the Plan.

4. ADMINISTRATION.

     (a)  Procedure.  The Board may appoint a Committee to administer  the Plan.
The  Committee  shall  consist of not less than  three  members of the Board who
shall  administer  the Plan on behalf of the  Board,  subject  to such terms and
conditions as the Board may  prescribe.  Once  appointed,  the  Committee  shall
continue to serve until otherwise  directed by the Board.  From time to time the
Board may  increase the size of the  Committee  and appoint  additional  members
thereof,  remove  members  (with or without  cause),  and appoint new members in
substitution  therefor,  fill vacancies however caused, or remove all members of
the Committee and thereafter directly administer the Plan.

         If a majority  of the Board is  eligible  to be granted  Options or has
been  eligible  at any time  within the  preceding  year,  a  Committee  must be
appointed to administer  the Plan.  The Committee  must consist of not less than
three members of the Board, all of whom are "non-employee  directors" as defined
in Rule  16b-3 of the  General  Rules  and  Regulations  promulgated  under  the
Exchange Act and "outside directors" under Section 162(m) of the Code.

     (b) Powers of the Board.  Subject to the provisions of the Plan, the Board,
or the  Committee  shall have the  authority,  in its  discretion:  (i) to grant
Incentive  Stock  Options,  in  accordance  with  Section  422A of the Code,  as
amended, or to grant Non-qualified Stock Options; (ii) to determine, upon review
of relevant  information  and in accordance  with Section 8(b) of the Plan,  the
fair market value of the Common Stock; (iii) to determine the exercise price per
share of Options to be granted  which  exercise  price  shall be  determined  in
accordance with Section 8(a) of the Plan; (iv) to determine the persons to whom,
and the time or times at  which,  Options  shall be  granted  and the  number of
shares to be  represented  by each Option;  (v) to interpret  the Plan;  (vi) to
prescribe,  amend and rescind rules and regulations  relating to the Plan; (vii)
to determine the terms and  provisions of each Option granted (which need not be
identical)  and,  with the consent of the holder  thereof,  modify or amend each
Option;  (viii) to  accelerate  or defer (with the consent of the  Optionee) the
exercise  date of any Option;  (ix) to authorize any person to execute on behalf
of the Company any  instrument  required  to  effectuate  the grant of an Option
previously granted by the Board; and (x) to make all other determinations deemed
necessary or advisable for the administration of the Plan.

     (c) Effect of the  Board's  Decision.  All  decisions,  determinations  and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.

<PAGE>
5. ELIGIBILITY

     (a) General.  Incentive  Stock  Options may be granted  only to  Employees.
Non-qualified  Stock  Options may be granted to  employees  as well as directors
(subject to the limitations set forth in Section 4), independent contractors and
agents,  as determined  by the Board.  Any person who has been granted an Option
may, if he is otherwise  eligible,  be granted an additional  Option or Options.
The  Plan  shall  not  confer  upon any  Optionee  any  right  with  respect  to
continuation  of  employment  by the Company,  nor shall it interfere in any way
with his right or the Company's right to terminate his employment at any time.

     (b) Limitation on Incentive Stock Options. No Incentive Stock Option may be
granted to an  Employee  if, as the result of such  grant,  the  aggregate  fair
market value (determined at the time each option was granted) of the Shares with
respect to which such Incentive Stock Options are exercisable for the first time
by such  Employee  during any calendar year (under all such plans of the Company
and any  Parent  and  Subsidiary)  shall  exceed One  Hundred  Thousand  Dollars
($100,000).

                                     -A-2-
<PAGE>
6. TERM OF THE PLAN.  The Plan shall become  effective upon the earlier to occur
of (i) its adoption by the Board, or (ii) its approval by vote of the holders of
a majority  of the  outstanding  shares of the  Company  entitled to vote on the
adoption of the Plan.  The Plan shall  continue  in effect  until March 31, 2009
unless sooner terminated under Section 13 of the Plan.

7. TERM OF OPTION. The term of each Option shall be ten (10) years from the date
of grant  hereof  or such  shorter  term as may be  provided  in the  instrument
evidencing the Option. However, in the case of an Incentive Stock Option granted
to an Employee who,  immediately  before the Incentive  Stock Option is granted,
owns stock  representing  more than ten percent (10%) of the voting power of all
classes of stock of the  Company or any  Parent or  Subsidiary,  the term of the
Incentive  Stock Option shall be five (5) years from the day of grant thereof or
such shorter time as may be provided in the instrument evidencing the Option.

8. EXERCISE PRICE AND CONSIDERATION.

      (a)  The per Share exercise price for the Shares to be issued pursuant to
the exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:

           (i) In the case of an Incentive Stock Option:

                (A) granted to an Employee who,  immediately before the grant of
                such Incentive Stock Option,  owns stock  representing more than
                ten percent (10%) of the voting power of all classes of stock of
                the Company or any Parent or Subsidiary,  the per Share exercise
                price  shall be no less than 110% of the fair  market  value per
                Share on the date of grant, as the case may be;

                (B) granted to an  Employee  not  subject to the  provisions  of
                Section  8(a)(i)(A),  the per Share  exercise  price shall be no
                less than one hundred  percent  (100%) of the fair market  value
                per Share on the date of grant.

           (ii) In  the  case of a  Non-qualified  Stock  Option, the per  Share
          exercise  price  shall  be no less than one hundred  percent (100%) of
          the fair market value per Share on the date of grant.

     (b)  The  fair  market  value  shall  be  determined  by the  Board  in its
discretion;  provided,  however,  that  where  there is a public  market for the
Common  Stock,  the fair market value per Share shall be the mean of the bid and
asked  prices or, if  applicable,  the closing  price of the Common Stock on the
date of grant,  as reported by the National  Association  of Securities  Dealers
Automated  Quotation (NASDAQ) System or, in the event the Common Stock is listed
on a stock exchange,  the fair market value per Share shall be the closing price
on such  exchange  on the date of grant of the  Option,  as reported in the Wall
Street Journal.
<PAGE>

     (c) The  consideration to be paid for the Shares to be issued upon exercise
of an Option or in payment  of any  withholding  taxes  thereon,  including  the
method of payment,  shall be determined by the Board and may consist entirely of
(i) cash,  check or promissory  note; (ii) other Shares of Common Stock owned by
the Employee  having a fair market  value on the date of surrender  equal to the
aggregate  exercise  price  of the  Shares  as to  which  said  Option  shall be
exercised;  (iii)  other  Options  owned by the  Employee  having  an  aggregate
in-the-money  value equal to the aggregate  exercise  price of the Options being
exercised  (Options are  in-the-money if the fair market value of the underlying
Shares  exceeds the exercise  price of the  Options);  (iv) an assignment by the
Employee of the net proceeds to be received  from a  registered  broker upon the
sale of the Shares or the proceeds of a loan from such broker in such amount; or
(v) any combination of such methods of payment,  or such other consideration and
method of  payment  for the  issuance  of Shares to the extent  permitted  under
Delaware Law and meeting rules and  regulations  of the SEC to plans meeting the
requirements of Section 16(b)(3) of the Exchange Act.

                                     -A-3-
<PAGE>
9. PROCEDURES AND LIMITATIONS ON EXERCISE OF OPTIONS.

     (a) Procedure for Exercise;  Rights as a  Stockholder.  Any Option  granted
hereunder  shall be exercisable at such times and subject to such  conditions as
may be determined by the Board,  including  performance criteria with respect to
the Company and/or the Optionee,  and as shall be permissible under the terms of
the Plan.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised  when written notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
instrument  evidencing the Option by the person  entitled to exercise the Option
and full  payment for the Shares with  respect to which the Option is  exercised
has been received by the Company.  Full payment may, as authorized by the Board,
consist of any  consideration and method of payment allowable under Section 8(c)
of the Plan; it being  understood that the Company shall take such action as may
be reasonably  required to permit use of an approved  payment method.  Until the
issuance,  which in no event will be delayed more than thirty (30) days from the
date of the exercise of the Option,  (as evidenced by the  appropriate  entry on
the books of the Company or of a duly authorized  transfer agent of the Company)
of the stock  certificate  evidencing  such Shares,  no right to vote or receive
dividends or any other rights as a  stockholder  shall exist with respect to the
Optioned Stock,  notwithstanding  the exercise of the Option. No adjustment will
be made for a dividend  or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in the Plan.

          Exercise of an Option in any manner  shall result in a decrease in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.

     (b)  Termination of Status as an Employee.  If any Employee ceases to serve
as an Employee,  he may, but only within  thirty (30) days (or such other period
of time not exceeding  ninety (90) days as is determined by the Board) after the
date he ceases to be an  Employee  of the  Company,  exercise  his Option to the
extent that he was  entitled to exercise it as of the date of such  termination.
To the extent that he was not  entitled  to  exercise  the Option at the date of
such termination,  or if he does not exercise such Option (which he was entitled
to exercise) within the time specified herein, the Option shall terminate.

     (c)  Disability of an Employee.  Notwithstanding  the provisions of Section
9(b) above,  in the event an Employee is unable to continue his employment  with
the  Company as a result of his total and  permanent  disability  (as defined in
Section 105(d)(4) of the Internal Revenue Code of 1986, as amended), he may, but
only within three (3) months (or such other period of time not exceeding  twelve
(12) months as is determined by the Board) from the date of disability, exercise
his  Option to the extent he was  entitled  to  exercise  it at the date of such
disability. To the extent that he was not entitled to exercise the Option at the
date of  disability,  or if he does  not  exercise  such  Option  (which  he was
entitled  to  exercise)  within the time  specified  herein,  the  Option  shall
terminate.

     (d) Death of Optionee. In the event of the death of an Optionee:
<PAGE>

        (i) during  the term of the  Option  who is at the time of his  death an
            Employee of the Company and who shall have been in Continuous Status
            as an Employee since the date of grant of the Option, the Option may
            be exercised,  at any time within  twelve (12) months  following the
            date of death, by the Optionee's  estate or by a person who acquired
            the right to exercise the Option by bequest or inheritance, but only
            to the extent of the right to exercise  that would have  accrued had
            the Optionee continued living one (1) month after the date of death;
            or

        (ii)within  thirty (30) days (or such other period of time not exceeding
            three  (3)  months  as  is   determined  by  the  Board)  after  the
            termination of Continuous  Status as an Employee,  the Option may be
            exercised, at any time within three (3) months following the date of
            death,  by the  Optionee's  estate or by a person who  acquired  the
            right to exercise the Option by bequest or inheritance,  but only to
            the extent of the right to exercise  that had accrued at the date of
            termination.

                                     -A-4-
<PAGE>
10.  NON-TRANSFERABILITY  OF  OPTIONS.  An  Option  may  not be  sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

11.  ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION  OR  MERGER.  Subject to any
required  action by the  stockholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split or the  payment of a stock  dividend  with
respect to the Common  Stock or any other  increase or decrease in the number of
issued shares of Common Stock effected  without receipt of  consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided herein,  no issuance by the Company of shares of stock of any class, or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

     In the event of the proposed  dissolution or liquidation of the Company, or
in the event of a proposed sale of all or substantially all of the assets of the
Company,  or the merger of the Company  with or into  another  corporation,  the
Board of Directors of the Company shall, as to outstanding  Options,  either (i)
make appropriate provision for the protection of any such outstanding Options by
the substitution on an equitable basis of appropriate stock of the Company or of
the merged,  consolidated  or otherwise  reorganized  corporation  which will be
issuable in respect to one share of Common Stock of the Company;  provided, only
that the excess of the aggregate  fair market value of the shares subject to the
Options  immediately  after such substitution over the purchase price thereof is
not more than the  excess  of the  aggregate  fair  market  value of the  shares
subject to such Options  immediately  before such substitution over the purchase
price  thereof,  or (ii) upon written  notice to an  Optionee,  provide that all
unexercised  Options must be exercised  within a specified number of days of the
date of such notice or they will be  terminated.  In any such case, the Board of
Directors  may,  in  its  discretion,  advance  the  lapse  of  any  waiting  or
installment periods and exercise dates.

<PAGE>
12. TIME FOR GRANTING  OPTIONS.  The date of grant of an Option  shall,  for all
purposes,  be the date on which the Board makes the determination  granting such
Option.  Notice of the  determination  shall be given to each  person to whom an
Option is so granted within a reasonable time after the date of such grant.

13. AMENDMENT AND TERMINATION OF THE PLAN.

     (a) General. The Board may amend or terminate the Plan from time to time in
such  respects  as the Board may deem  advisable;  provided,  however,  that the
following  revisions or amendments  shall  require  approval of the holders of a
majority of the outstanding shares of the Company entitled to vote:

      (i)   any increase in the number of Shares subject to the Plan, other than
            in connection with an adjustment under Section 11 of the Plan;

      (ii)  any change in the designation of the class of persons eligible to be
            granted options; or


      (iii) any material increase in the benefits accruing to participants under
            the Plan.

      (b) Stockholder  Approval. If any amendment requiring stockholder approval
under  Section 13(a) of the Plan is made,  such  stockholder  approval  shall be
solicited as described in Section 17(a) of the Plan.

      (c) Effect of Amendment or Termination.  Any such amendment or termination
of the Plan shall not affect  Options  already  granted and such  Options  shall
remain  in full  force  and  effect  as if this  Plan  had not been  amended  or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which  agreement  must be in writing and signed by the Optionee and the Company.

                                     -A-5-
<PAGE>
14.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued pursuant to
the  exercise of an Option  unless the  exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions  of law,  including,  without  limitation,  the  Securities  Act, the
Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,  and  the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  Shares  if, in the  opinion of
counsel for the Company,  such a  representation  is required by, or appropriate
under, any of the aforementioned relevant provisions of law.

15.  RESERVATION OF SHARES.  The Company,  during the term of this Plan, will at
all  times  reserve  and  keep  available  such  number  of  Shares  as shall be
sufficient to satisfy the requirements of the Plan.

     Inability  of the  Company to obtain  authority  from any  regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

16. OPTION AGREEMENT. Options shall be evidenced by written option agreements in
such form as the Board shall approve.

17. STOCKHOLDER APPROVAL.  Continuation of the Plan shall be subject to approval
by the  stockholders of the Company within twelve (12) months after the date the
Plan is adopted by the Board. If such stockholder approval is obtained at a duly
held  Stockholders'  Meeting,  it may be obtained by the affirmative vote of the
holders  of a  majority  of the  outstanding  shares of the  Company  present or
represented and entitled to vote thereon.  The approval of such  stockholders of
the Company shall be (1)  solicited  substantially  in  accordance  with Section
14(a) of the Exchange Act and the rules and regulations  promulgated thereunder,
or (2)  solicited  after the  Company  has  furnished  in writing to the holders
entitled to vote substantially the same information  concerning the Plan as that
which would be required by the rules and  regulations  in effect  under  Section
14(a) of the Exchange Act at the time such information is furnished.

     If such stockholder  approval is obtained by written consent in the absence
of a  Stockholders'  Meeting,  it must be  obtained  by the  written  consent of
stockholders  of the  Company  who would have been  entitled to cast the minimum
number of votes which would be necessary  to authorize  such action at a meeting
at which all stockholders entitled to vote thereon were present and voting.

18. OTHER PROVISIONS. The Stock Option Agreement authorized under the Plan shall
contain such other provisions, including, without limitation,  restrictions upon
the exercise of the Option,  as the Board shall deem  advisable.  Any  Incentive
Stock Option Agreement shall contain such limitations and restrictions  upon the
exercise of the Incentive  Stock Option as shall be necessary in order that such
option will be an Incentive Stock Option as defined in Section 422 of the Code.

                                     -A-6-
<PAGE>
19.   INDEMNIFICATION   OF  BOARD.   In  addition   to  such  other   rights  of
indemnification  as they may have as directors  or as members of the Board,  the
members of the Board shall be indemnified by the Company  against the reasonable
expenses,  including  attorneys'  fees  actually  and  necessarily  incurred  in
connection  with the defense of any action suit or proceeding,  or in connection
with any appeal  therein,  to which they or any of them may be a party by reason
of any action  taken or failure to act under or in  connection  with the Plan or
any  Option  granted  thereunder,  and  against  all  amounts  paid  by  them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any such  action,  suit or  proceeding,  except in  relation to matters as to
which it shall be adjudged in such action,  suit or  proceeding  that such Board
member is liable for negligence or misconduct in the  performance of his duties,
provided that within sixty (60) days after institution of any such action,  suit
or  proceeding  a  Board  member  shall,  in  writing,  offer  the  Company  the
opportunity, as its own expense, to handle and defend the same.

20.  OTHER  COMPENSATION  PLANS.  The  adoption of the Plan shall not affect any
other stock option or incentive  or other  compensation  plans in effect for the
Company  or any  Subsidiary,  nor  shall  the Plan  preclude  the  Company  from
establishing  any other forms of incentive or other  compensation  for employees
and directors of the Company or any Subsidiary.

21.  COMPLIANCE  WITH  EXCHANGE  ACT RULE 16b-3 AND SECTION  162(m) OF THE CODE.
Transactions  under  the  Plan  are  intended  to  comply  with  all  applicable
conditions  of Rule 16b-3 under the  Exchange  Act and Section  162(m) under the
Code. To the extent any provision of the Plan or action by the Board fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed advisable by the Board.

22. SINGULAR,  PLURAL; GENDER. Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.

23.  HEADINGS,  ETC., NO PART OF PLAN.  Headings of Articles and Sections hereof
are inserted for convenience and reference; they constitute no part of the Plan.

                                     -A-7-