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                                                                    EXHIBIT 10.1

                              MACKIE DESIGNS INC.

                  AMENDED AND RESTATED 1995 STOCK OPTION PLAN


         1.      PURPOSES.   The purposes of this Mackie Designs Inc. Amended
                 and Restated 1995 Stock Option Plan ("Plan") are to:

                 1.1      Closely associate interests of the management of
         Mackie Designs Inc. ("Company") with the shareholders by reinforcing
         the relationship between participants' rewards and shareholder gains;

                 1.2      Provide management with an equity ownership in the
         Company commensurate with the Company's performance as reflected in
         increased value of its common shares;

                 1.3      Maintain competitive compensation levels;

                 1.4      Provide a means whereby the Company can continue to
         attract, motivate, and retain key employees who can contribute
         materially to the Company's growth and success; and

                 1.5      Provide a means whereby the Company can continue to
         attract, motivate and retain the services of selected non-employee
         agents, consultants, advisors, persons involved in the sale or
         distribution of the Company's products and independent contractors of
         the Company.

         2.      ADMINISTRATION.  This Plan shall be administered by the Board
of Directors of the Company ("Board") or, in the event the Board shall appoint
and/or authorize a committee to administer this Plan, by a committee of the
Board consisting of at least two (2) non-employee directors ("Committee").  The
administrator of this Plan, whether the Board or Committee, shall hereinafter
be referred to as the "Plan Administrator."  The Plan Administrator shall
administer the Plan in accordance with the following:

                 2.1      Incapacity of Plan Administrator.   No member of the
         Board or the Committee shall vote with respect to the granting of an
         option created under this Plan ("Option(s)") to himself or herself.
         Any Option granted to a director for his or her services as such shall
         not be effective until approved by the full Board.

                 2.2      Registration Under The Securities Act.   If the
         Company registers any of its equity securities pursuant to Section
         12(b) or 12(g) of the Securities Exchange Act of 1934, as amended
         ("Exchange Act") and any officers or directors are eligible to receive
         Options, the following provisions shall apply to the administration of
         this Plan with respect to grants made to directors, officers or other
         Optionees (as hereinafter defined) affected by Section 16(b) of the
         Exchange Act.  The Plan Administrator shall be constituted at all
         times so as to meet the requirements of Section 16(b) of the Exchange
         Act, as amended from time to time.  The members of any committee
         serving as Plan Administrator shall be appointed by the Board for such
         term 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





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         filled by the Board.  Currently, the Plan Administrator is a
         Committee, of which all members are disinterested.  If, at any time,
         an insufficient number of disinterested non-employee directors is
         available to serve on such committee, interested non-employee
         directors may serve on the committee; however, during such time, no
         Options shall be granted to any person if the granting of such Option
         would not meet the requirements of Section 16(b) of the Exchange Act.
         For purposes of this Section 2, a disinterested director shall be a
         member of the Board who meets the definition of "disinterested person"
         as set forth in the rules and regulations promulgated under Section
         16(b) of the Exchange Act, as amended from time to time (the "16(b)
         Rules").  Currently, a disinterested director for purposes of this
         Section 2 is a member of the Board who for one (1) year prior to
         service as an administrator of this Plan has not been (and during
         service as a Plan Administrator, will not be) granted or awarded
         equity securities, including options for equity securities pursuant to
         this Plan or any other plan of the Company or its affiliates, except
         for certain exclusions described in Rule 16b-3.  For purposes of this
         Section 2, a non-employee director shall be a member of the Board who
         meets the definition of "non-employee director" as set forth in the
         16(b) Rules.  Currently, a non-employee director is a member of the
         Board who (i) is not currently an officer of the Company or a parent
         or subsidiary of the Company, or otherwise currently employed by the
         Company or a parent or subsidiary of the Company; (ii) does not
         receive compensation, either directly or indirectly, from the Company
         or a parent or subsidiary of the Company, for services rendered as a
         consultant or in any capacity other than as a director, except for an
         amount that does not exceed the dollar amount for which disclosure
         would be required pursuant to Item 404(a) of Regulation S-K
         promulgated under the Exchange Act (("S-K"); (iii) does not possess an
         interest in any other transaction for which disclosure would be
         required pursuant to Item 404(b) of S-K; and (iv) is not engaged in a
         business relationship for which disclosure would be required pursuant
         to Item 404(b) of S-K.

                 2.3      Procedures.   The Board may designate one of the
         members of the Plan Administrator as chairman.  The Plan Administrator
         may hold meetings at such times and places as it shall determine.  The
         acts of a majority of the members of the Plan Administrator present at
         meetings at which a quorum exists, or acts reduced to or approved in
         writing by all Plan Administrator members, shall be valid acts of the
         Plan Administrator.

                 2.4      Responsibilities.   Except for the terms and
         conditions explicitly set forth in this Plan, the Plan Administrator
         shall have the authority, in its discretion, to determine all matters
         relating to the Options, including selection of the individuals to be
         granted Options, the number of shares to be subject to each Option,
         the exercise price for such Option ("Exercise Price"), and all other
         terms and conditions of the Options.  The interpretation and
         construction by the Plan Administrator of any terms or provisions of
         this Plan or any Option, or of any rule or regulation promulgated in
         connection with this Plan, shall be conclusive and binding on all
         interested parties, so long as such interpretation and construction
         with respect to incentive stock options correspond to the requirements
         of Section 422 of the Internal Revenue Code of 1986, as amended
         ("Code"), and the regulations issued thereunder, and any amendment or
         successor sections or regulations.

                 2.5      Section 16(b) Compliance and Bifurcation of Plan.
         If the Company registers any of its equity securities pursuant to
         Sections 12(b) and 12(g) of the Exchange Act, it is the intention of
         the Company that this Plan then comply in all respects with Rule 16b-3
         under the Exchange Act and, if any Plan provision is later found not
         to be in compliance with such Section, the provision shall be deemed
         null and void.  In all events, the Plan shall be construed in favor of
         its meeting the requirements of Rule 16b-3.  Notwithstanding anything
         in the Plan to the





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         contrary, the Board, in its absolute discretion, may bifurcate the
         Plan so as to restrict, limit or condition the use of any provision of
         the Plan to participants who are officers and directors subject to
         Section 16(b) of the Exchange Act without so restricting, limiting or
         conditioning the Plan with respect to other participants.

         3.      STOCK SUBJECT TO THIS PLAN.   The stock subject to this Plan
shall be the Company's common stock ("Common Stock").  The Company shall have
authorized and have in reserve for issuance at the time of exercise of any
Option a sufficient number of shares of Common Stock to meet the Company's
obligation.  The maximum number of shares of Common Stock which may be issued
under the Plan shall be three million (3,000,000).  If any Option expires or is
surrendered, exchanged for another Option, cancelled or terminated for any
reason without having been exercised in full, the unpurchased shares subject to
such Option shall again be available for purposes of this Plan, including for
replacement Options which may be granted in exchange for such expired,
exchanged, surrendered, cancelled or terminated Options.

         4.      ELIGIBILITY.   An incentive stock option in accordance with
Section 422 of the Code ("Incentive Option") may be granted only to an
individual who, at the time the option is granted, is an employee of the
Company and who the Plan Administrator may from time to time select for
participation in this Plan.  Members of the Board shall not be eligible for
grants of Incentive Options unless they are also employees of the Company.  At
the discretion of the Plan Administrator, employees, officers, directors of the
Company (including non-employee directors), selected non-employee agents,
consultants, advisors, persons involved in the sale or distribution of the
Company's products and independent contractors of the Company also may receive
stock options which are not qualified under Section 422 of the Code
("Nonqualified Option") (Qualified and Nonqualified Options are included
collectively within the term "Options" as used in this Plan).  Any party to
whom an Option is granted shall be referred to as an "Optionee."

         5.      TERMS AND CONDITIONS OF OPTIONS.   Options granted under this
Plan shall be evidenced by written agreements which shall contain such terms,
conditions, limitations and restrictions as the Plan Administrator shall deem
advisable and which are not inconsistent with this Plan.  Notwithstanding the
foregoing, Option agreements shall include or incorporate by reference the
following terms and conditions:

                 5.1      Number of Shares.   Each Option agreement shall state
         the number of shares of stock subject to the Option;

                 5.2      Option Price.   The Option agreement shall state the
         Exercise Price per share, and the Plan Administrator shall act in good
         faith to establish the Exercise Price as follows:

                          5.2.1   Incentive Options.   Subject to subsection
                 5.2.3, the Exercise Price of Incentive Options shall be not
                 less than the fair market value per share of the Common Stock
                 at the time the Incentive Option is granted;

                          5.2.2   Incentive Options to Greater than 10%
                 Shareholders.   With respect to Incentive Options granted to
                 shareholders then holding greater than ten percent (10%) of
                 the then-issued and outstanding shares of voting stock of the
                 Company, the Exercise Price shall be as required by Section 6;





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                          5.2.3   Fair Market Value.   With respect to
                 Incentive Options, the fair market value per share of the
                 Common Stock shall be determined by the Plan Administrator in
                 good faith at the time the Incentive Option is granted.

                          5.2.4   Nonqualified Options.   The Exercise Price of
                 Nonqualified Options shall be as is determined by the Plan
                 Administrator in good faith at the time of their issuance.

                 5.3      Term, Maturity and Vesting.  Subject to the
         restrictions contained in Sections 5.8 and 6, the term of each
         Incentive Option shall be ten (10) years from the date it is granted
         unless a shorter period of time is established by the Plan
         Administrator, but in no event shall the term of any Incentive Option
         exceed ten (10) years.  The term of each Nonqualified Option shall
         also be ten (10) years from the date it is granted unless a shorter
         period of time is established by the Plan Administrator.  The Plan
         Administrator shall specify which Options granted hereunder are
         Incentive Options and which are Nonqualified Options.

                 No Option shall be exercisable until it has vested.  The
         vesting schedule for each Option shall be specified by the Plan
         Administrator at the time of grant;  provided, that if no vesting
         schedule is specified at the time of grant, the Option shall vest
         according to the following schedule:

<TABLE>
<CAPTION>
                          NUMBER OF YEARS                     PERCENTAGE OF
                      FOLLOWING DATE OF GRANT              TOTAL OPTION VESTED
                      -----------------------              -------------------  
                               <S>                                 <C>
                                One                                 25%
                                Two                                 50%
                               Three                                75%
                               Four                                100%
</TABLE>


                 The Plan Administrator may specify a vesting schedule for all
         or any portion of an Option based on the achievement of performance
         objectives established in advance of the commencement by the Optionee
         of services related to the achievement of the performance objectives.
         Performance objectives shall be expressed in terms of one or more of
         the following:  return on equity, return on assets, share price,
         market share, sales, earnings per share, costs, net earnings, net
         worth, inventories, cash and cash equivalents, gross margin or the
         Company's performance relative to its internal business plan.
         Performance objectives may be in respect of the performance of the
         Company as a whole (whether on a consolidated or unconsolidated
         basis), a related corporation, or a subdivision, operating unit,
         product or product line of either of the foregoing.  Performance
         objectives may be absolute or relative and may be expressed in terms
         of a progression or a range.  An option which is exercisable (in whole
         or in part) upon the achievement of one or more performance objectives
         may be exercised only following written notice to the  Optionee and
         the Company by the Plan Administrator that the performance objective
         has been achieved.

                 5.4      Exercise.   Subject to the limitations on exercise
         described in subsection 5.3 above and any additional holding period
         required by applicable law, each Option may be exercised in whole or
         in part; provided, however, that only whole shares will be issued
         pursuant to the exercise of any Option.  During an Optionee's
         lifetime, any Options granted under this





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         Plan are personal to him or her and are exercisable solely by such
         Optionee.  Options shall be exercised by delivery to the Company of a
         written notice of the number of shares with respect to which the
         Option is to be exercised, together with payment of the Exercise Price
         in accordance with Section 5.5.

                 5.5      Payment of Exercise Price.   Payment of the Exercise
         Price shall be made in full at the time the written notice of exercise
         of an Option is delivered to the Company, and shall be in cash, bank
         certified or 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) for the Common Stock being purchased.  The
         Plan Administrator can determine in its discretion (i) at the time an
         Incentive Option is granted, or (ii) at any time before exercise of
         Nonqualified Options, that additional forms of payment will be
         permitted, including installment payments on such terms and over such
         period as the Plan Administrator may determine.  To the extent
         permitted by the Plan Administrator and applicable laws and
         regulations (including, but not limited to, federal tax and securities
         laws and regulations and state corporate law), an option may be
         exercised by:

                          5.5.1   Delivery of Common Stock.   Delivery of
                 shares of Common Stock held by an Optionee having a fair
                 market value equal to the Exercise Price, such fair market
                 value to be determined in good faith by the Plan
                 Administrator;

                          5.5.2   Delivery of Promissory Note.   Delivery of a
                 full-recourse promissory note executed by the Optionee;
                 provided that (i) such note if delivered in connection with an
                 Incentive Option shall, and such note if delivered in
                 connection with a Nonqualified Option may, bear interest at a
                 rate specified by the Plan Administrator, but in no case less
                 than the rate required to avoid imputation of interest (taking
                 into account any exceptions to the imputed interest rules) for
                 federal income tax purposes; (ii) the Plan Administrator shall
                 specify the term and other provisions of such note at the time
                 an Incentive Option is granted or at any time prior to
                 exercise of a Nonqualified Option; (iii) the Plan
                 Administrator may require that the Optionee pledge the
                 Optionee's shares to the Company for the purpose of securing
                 the payment of such note, and may require that the certificate
                 representing such shares be held in escrow to perfect the
                 Company's security interest; (iv) the note provides that
                 ninety (90) days following the Optionee's termination of
                 employment with the Company or a related Corporation, the
                 entire outstanding balance under the note shall become due and
                 payable, if not previously due and payable; and (v) the Plan
                 Administrator in its sole discretion may at any time after
                 granting an Option restrict or rescind the right to pay using
                 a promissory note upon written notification to any Optionee;

                          5.5.3   Delivery of Sale Proceeds.   Delivery of a
                 properly executed written exercise notice, together with
                 irrevocable instructions to a broker, all in accordance with
                 the regulations of the Federal Reserve Board, to promptly
                 deliver to the Company the amount of sale or loan proceeds to
                 pay the exercise price and any federal, state or local
                 withholding tax obligations that may arise in connection with
                 the exercise; provided, that the Plan Administrator may at any
                 time determine that this section 5.5.3, to the extent the
                 instructions to the broker call for an immediate sale of the
                 shares, shall not be available to any Optionee who is subject
                 to Section 16(b) of the Exchange Act if such transaction would
                 result in a violation of Section 16(b), or if such Optionee is
                 not an employee at the time of exercise;





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                          5.5.4   Delivery of Withholding Notice.   Delivery of
                 a properly executed written exercise notice together with
                 instructions to the Company to withhold upon exercise, from
                 the shares that would otherwise be issued, that number of
                 shares having a fair market value equal to the Exercise Price.

                 5.6      Withholding Tax Requirement.   The Company or any
         related entity shall have the right to retain and withhold from any
         payment of cash or Common Stock under this Plan the amount of taxes
         required by any government to be withheld or otherwise deducted and
         paid with respect to such payment.  At its discretion, the Company may
         require an Optionee receiving shares of Common Stock to reimburse the
         Company for any such taxes required to be withheld by the Company, and
         may withhold any distribution in whole or in part until the Company is
         so reimbursed.  In lieu of such withholding or reimbursement, the
         Company shall have the right to withhold from any other cash amounts
         due or to become due from the Company to the Optionee an amount equal
         to such taxes or to retain and withhold a number of shares having a
         market value not less than the amount of such taxes required to be
         withheld by the Company to reimburse the Company for any such taxes
         and cancel (in whole or in part) any such shares so withheld.  If
         required by Section 16(b) of the Exchange Act, the election to pay
         withholding taxes by delivery of shares held by any person who at the
         time of exercise is subject to Section 16(b) of the Exchange Act,
         shall be made during the quarterly 10-day window period required under
         Section 16(b) of the Exchange Act for exercises of stock appreciation
         rights.

                 5.7      Non-assignability of Option.   Options and the rights
         and privileges conferred by this Plan shall not be transferred,
         assigned or pledged in any manner (whether by operation of law or
         otherwise) other than (i) by will or by the applicable laws of descent
         and distribution, or (ii) by gift to members of the Optionee's family,
         including grandparents, parents, spouses, siblings, children,
         grandchildren and great-grandchildren, or trusts for the benefit of
         such family members, or to charitable organizations, and shall not be
         subject to execution, attachment or similar process.  Any attempt to
         transfer, assign, pledge or otherwise dispose of any Option or of any
         right or privilege conferred by this Plan, contrary to the Code or to
         the provisions of this Plan, or the sale or levy or any attachment or
         similar process upon the rights and privileges conferred by this Plan
         shall be null and void.  Notwithstanding the foregoing, an Optionee
         may, during the Optionee's lifetime, designate a person who may
         exercise the Option after the Optionee's death by giving written
         notice of such designation to the Plan Administrator.  Such
         designation may be changed from time to time by the Optionee giving
         written notice to the Plan Administrator revoking any earlier
         designation and making a new designation.  In the event that no such
         designation is made, the executor or personal representative of the
         Optionee's estate shall have any rights then remaining to the Optionee
         or his estate under this Plan.

                 5.8      Duration of Option.   Vested Options shall terminate,
         to the extent not previously exercised, upon the occurrence of the
         first of the following events:  (i) the expiration of the Option, as
         designated by the Plan Administrator in accordance with Section 5.3
         above; (ii)  the date of an Optionee's termination of employment with
         the Company or any related corporation for cause (as determined in the
         sole discretion of the Plan Administrator); (iii) the expiration of
         ninety (90) days from the date of an Optionee's termination of
         employment with the Company or any related corporation for any reason
         whatsoever other than cause, death or Disability (as defined below)
         unless the exercise period is extended by the Plan Administrator until
         a date not later than the expiration date of the Option; or (iv) the
         expiration of one year from (A) the date of death of the Optionee or
         (B) cessation of an Optionee's employment by reason of Disability (as





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         defined below) unless, the exercise period is extended by the Plan
         Administrator until a date not later than the expiration date of the
         Option.  If an Optionee's employment is terminated by death, any
         Option held by the Optionee shall be exercisable only by the person or
         persons to whom such Optionee's rights under such Option shall pass by
         the Optionee's will or by the laws of descent and distribution of the
         state or county of the Optionee's domicile at the time of death.  For
         purposes of the Plan, unless otherwise defined in the Agreement,
         "Disability" shall mean any physical, mental or other health condition
         which substantially impairs the Optionee's ability to perform his or
         her assigned duties for one hundred twenty (120) days or more in any
         two hundred forty (240) day period or that can be expected to result
         in death.  The Plan Administrator shall determine whether an Optionee
         has incurred a Disability on the basis of medical evidence acceptable
         to the Plan Administrator.  Upon making a determination of Disability,
         the Plan Administrator shall, for purposes of the Plan, determine the
         date of an Optionee's termination of employment.

                 Unless accelerated in accordance with Section 7, unvested
         Options shall terminate immediately upon termination of employment of
         the Optionee by the Company for any reason whatsoever, including death
         or Disability.  For purposes of this Plan, transfer of employment
         between or among the Company and/or any related corporation shall not
         be deemed to constitute a termination of employment with the Company
         or any related corporation.  For purposes of this subsection with
         respect to Incentive Stock Options, employment shall be deemed to
         continue while the Optionee is on military leave, sick leave or other
         bona fide leave of absence (as determined by the Plan Administrator).
         The foregoing not withstanding, employment shall not be deemed to
         continue beyond the first ninety (90) days of such leave, unless the
         Optionee's re-employment rights are guaranteed by statute or by
         contract.

                 5.9      Status of Shareholder.   Neither the Optionee nor any
         party to which the Optionee's rights and privileges under the Option
         may pass shall be, or shall have any of the rights or privileges of, a
         shareholder of the Company with respect to any of the shares issuable
         upon the exercise of any Option unless and until such Option has been
         exercised.

                 5.10     Right to Terminate Employment.   Nothing in this Plan
         or in any Option shall confer upon any Optionee any right to continue
         in the employ of the Company or of a related entity, or to interfere
         in any way with the right of the Company or of any related corporation
         to terminate, at will, his or her employment or other relationship
         with the Company at any time.

                 5.11     Modification and Amendment of Option.   Subject to
         the requirements of Code Section 422 with respect to Incentive Options
         and to the terms, conditions and limitations of this Plan, the Plan
         Administrator may modify or amend outstanding Options.  The
         modification or amendment of an outstanding Option shall not, without
         the consent of the Optionee, impair or diminish any of his or her
         rights or any of the obligations of the Company under such Option.
         Except as otherwise provided in this Plan, no outstanding Option shall
         be terminated without the consent of the Optionee.  Unless the
         Optionee agrees otherwise, any changes or adjustments made to
         outstanding Incentive Options shall be made in such a manner so as not
         to constitute a "modification" as defined in Code Section 424(h) and
         so as not to cause any Incentive Option to fail to continue to qualify
         as an "incentive stock option" as defined in Code Section 422(b).

                 5.12     Limitation on Value for Incentive Options.   As to
         all Incentive Options, to the extent that the aggregate fair market
         value of the Common Stock with respect to which Incentive Options are
         exercisable for the first time by the Optionee during any calendar
         year (under this





<PAGE>   8



         Plan and all other incentive stock option plans of the Company, a
         related corporation or a predecessor corporation) exceeds $100,000,
         those Options (or the portion of an Option) beyond the $100,000
         threshold shall be treated as Nonqualified Options.  If the Internal
         Revenue Service publicly rules, issues a private ruling to the
         Company, any Optionee, or any legatee, personal representative or
         distributee of an Optionee or issues regulations changing or
         eliminating such annual limit, the dollar limitation in the preceding
         sentence shall be adjusted correspondingly.

         6.      GREATER THAN 10% SHAREHOLDERS.   In the case of Incentive
Options granted to employees who own at the time of their grant ten percent
(10%) or more of the then-issued and outstanding voting stock of the Company,
the following rules shall apply:

                 6.1      Exercise Price and Term of Incentive Options.   If
         Incentive Options are granted to employees who own more than ten
         percent (10%) of the total combined voting power of all classes of
         stock of the Company or any related corporation, the term of such
         individual's Incentive Options shall not exceed five (5) years and the
         Exercise Price shall be not less than one hundred ten percent (110%)
         of the fair market value of the Common Stock at the time the Incentive
         Option is granted.  This provision shall control notwithstanding any
         contrary terms contained in an Option agreement or any other document.

                 6.2      Attribution Rule.   For purposes of subsection 6.1,
         in determining stock ownership, an employee shall be deemed to own
         such shares as are owned by those persons or entities defined in Code
         Section 424.  For purposes of this Section 6, stock owned by an
         employee shall include all stock actually issued and outstanding
         immediately before the grant of the Incentive Option to the employee.

         7.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.   The aggregate
number and class of shares for which Options may be granted under this Plan,
the number and class of shares covered by each outstanding Option and the
Exercise Price per share thereof (but not the total price), and each such
Option, shall all be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock of the Company resulting from a
split-up or consolidation of shares or any like capital adjustment, or the
payment of any stock dividend.

                 7.1      Effect of Liquidation, Reorganization or Change in
                   Control.

                          7.1.1   Cash, Stock or Other Property for Stock.
                 Except as provided in subsection 7.1.2, upon a merger (other
                 than a merger of the Company in which the holders of Common
                 Stock immediately prior to the merger have the same
                 proportionate ownership of Common Stock in the surviving
                 corporation immediately after the merger), consolidation,
                 acquisition of property or stock, separation, reorganization
                 (other than a mere reincorporation or the creation of a
                 holding company) or liquidation of the Company, as a result of
                 which the shareholders of the Company receive cash, stock or
                 other property in exchange for or in connection with their
                 shares of Common Stock, any Option granted under this Plan
                 shall terminate, but the Optionee shall have the right
                 immediately prior to any such merger, consolidation,
                 acquisition of property or stock, separation, reorganization
                 or liquidation to exercise such Option in whole or in part, to
                 the extent the vesting requirements set forth in the Option
                 agreement have been satisfied, unless stated otherwise in the
                 Optionee's individual Option agreement.





<PAGE>   9



                          7.1.2   Conversion of Options on Stock for Stock
                 Exchange.   If the shareholders of the Company receive capital
                 stock of another corporation ("Exchange Stock") in exchange
                 for their shares of Common Stock in any transaction involving
                 a merger (other than a merger of the Company in which the
                 holders of Common Stock immediately prior to the merger have
                 the same proportionate ownership of Common Stock in the
                 surviving corporation immediately after the merger),
                 consolidation, acquisition of property or stock, separation or
                 reorganization (other than a mere reincorporation or the
                 creation of a holding company), all Options granted under this
                 Plan shall be converted into options to purchase shares of
                 Exchange Stock unless the Company and the Corporation issuing
                 the Exchange Stock, in their sole discretion, determine that
                 any or all such Options shall not be converted into options to
                 purchase shares of Exchange Stock, but instead shall terminate
                 in accordance with the provisions of subsection 7.1.1.  The
                 amount and price of converted options shall be determined by
                 adjusting the amount and price of the Options in the same
                 proportion as used for determining the number of shares of
                 Exchange Stock the holders of the Common Stock receive in such
                 merger, consolidation, acquisition of property or stock,
                 separation or reorganization.  Unless accelerated by the
                 Board, the exercise limitations set forth in the Option
                 agreement and the Plan shall continue to apply for the
                 Exchange Stock.

                          7.1.3   Change in Control.   In the event of a
                 "Change in Control", as defined below, of the Company, unless
                 otherwise determined by the Board prior to the occurrence of
                 such Change in Control, any Options or portions of such
                 Options outstanding as of the date such Change in Control is
                 determined to have occurred that are not yet fully vested on
                 such date shall become immediately exercisable in full.

                          7.1.4   Definition of "Change in Control".    For
                 purposes of this Plan, a "Change in Control" shall mean (a)
                 the first approval by the Board or by the stockholders of the
                 Company of an Extraordinary Event, (b) a Purchase, or (c) a
                 Board Change.  For purposes of the Plan such terms shall have
                 the following meanings:

                                  7.1.4.1  an "Extraordinary Event" shall mean
                          any of the following actions: (i) any consolidation
                          or merger of the Company in which the Company is not
                          the continuing or surviving corporation or pursuant
                          to which shares of Common Stock would be converted
                          into cash, securities or other property, other than a
                          merger of the Company in which the holders of Common
                          Stock immediately prior to the merger have the same
                          proportionate ownership of common stock of the
                          surviving corporation immediately after the merger;
                          (ii) any sale, lease, exchange or other transfer (in
                          one transaction or a series of related transactions)
                          of all, or substantially all, the assets of the
                          Company; or, (iii) the adoption of any plan or
                          proposal for liquidation or dissolution of the
                          Company.

                                  7.1.4.2  a "Purchase" shall mean the
                          acquisition by any person (as such term is defined in
                          Section 13(d) of the Exchange Act) of any shares of
                          Common Stock or securities convertible into Common
                          Stock without the prior approval of a majority of the
                          Continuing Directors (as defined below) of the
                          Company, if after making such acquisition such person
                          is the beneficial owner (as such term is defined in
                          Rule 13d-3 under the Exchange Act) directly or
                          indirectly of Securities of the Company representing
                          twenty percent (20%) or more of the





<PAGE>   10



                          combined voting power of the Company's then
                          outstanding securities (calculated as provided in
                          paragraph (d) of such Rule 13d-3).

                                  7.1.4.3  a "Board Change" shall have occurred
                          if individuals who constitute the Board of the
                          Company at the time of adoption of this Plan (the
                          "Continuing Directors") cease for any reason to
                          constitute at least a majority of the Board, provided
                          that any person becoming a Director subsequent to the
                          date of adoption of this Plan whose nomination for
                          election was approved by a vote of at least a
                          majority of the Continuing Directors (other than a
                          nomination of an individual whose initial assumption
                          of office is in connection with an actual threatened
                          election contest relating to the election of the
                          Directors of the Company, as such terms are used in
                          Rule 14a-11 of Regulation 14A under the Exchange Act)
                          shall be deemed to be a Continuing Director.

                 7.2      Fractional Shares.   In the event of any adjustment
         in the number of shares covered by any Option, any fractional shares
         resulting from such adjustment shall be disregarded and each such
         Option shall cover only the number of full shares resulting from such
         adjustment.

                 7.3      Determination of Board to Be Final.   All Section 7
         adjustments shall be made by the Board, and its determination as to
         what adjustments shall be made, and the extent of such adjustments,
         shall be final, binding and conclusive.  Unless an Optionee agrees
         otherwise, any change or adjustment to an Incentive Option shall be
         made in such a manner so as not to constitute a "modification" as
         defined in Code Section 424(h) and so as not to cause his or her
         Incentive Option to fail to continue to qualify as an incentive stock
         option as defined in Code Section 422(b).

         8.      SECURITIES REGULATION.   Shares shall not be issued with
respect to an Option unless the exercise of such Option and the issuance and
delivery of such shares pursuant to the exercise of such Option shall comply
with all relevant provisions of law, including, without limitation, any
applicable state securities laws, the Securities Act of 1933, as amended, 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, including the availability of an exemption from
registration for the issuance and sale of any shares under this Plan.
Inability of the Company to obtain from any regulatory body having
jurisdiction, the authority deemed by the Company's counsel to be necessary for
the lawful issuance and sale of any shares under this Plan or the
unavailability of an exemption from registration for the issuance and sale of
any shares under this Plan shall relieve the Company of any liability in
respect of the non-issuance or sale of such shares as to which such requisite
authority shall not have been obtained.

         As a condition to the exercise of any Option, the Company may require
the Optionee 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 any relevant provision of the
aforementioned laws.  At the option of the Company, a stop-transfer order
against any shares of stock may be placed on the official stock books and
records of the Company, and a legend indicating that the stock may not be
pledged, sold or otherwise transferred unless an opinion of counsel is provided
(concurred in by counsel for the Company) stating that such transfer is not in
violation of any applicable law or regulation, may be stamped on stock
certificates in order to assure exemption from registration.  The Plan
Administrator may also require such other action or agreement by the Optionees
as may from time to time be necessary





<PAGE>   11



to comply with the federal and state securities laws.  THIS PROVISION SHALL NOT
OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THE OPTIONS OR STOCK
HEREUNDER.  Should any of the Company's capital stock of the same class as the
stock subject to Options be listed on a national securities exchange, all stock
issued under this Plan if not previously listed on such exchange shall be
authorized by that exchange for listing on such exchange prior to the issuance
of such stock.

         9.      AMENDMENT AND TERMINATION.   This Plan may be amended from
time to time as follows:

                 9.1      Board Action.   The Board may at any time suspend,
         amend or terminate this Plan; provided, that except as set forth in
         Section 7, the approval of the Company's shareholders is necessary
         within twelve (12) months before or after the adoption by the Board of
         any amendment which will:

                          9.1.1   increase the number of shares which are to be
                 reserved for the issuance of Options;

                          9.1.2   permit the granting of stock options to a
                 class of persons other than those presently permitted to
                 receive Options; or,

                          9.1.3   require shareholder approval under applicable
                 law, including Section 16(b) of the Exchange Act.

         Any amendment made to this Plan which would constitute a
         "modification" to Incentive Options outstanding on the date of such
         amendment, shall not be applicable to such outstanding Incentive
         Options, but shall have prospective effect only, unless the Optionee
         agrees otherwise.

                 9.2      AUTOMATIC TERMINATION.   Unless sooner terminated by
         the Board, this Plan shall terminate ten (10) years from the earlier
         of (i) the date on which this Plan is adopted by the Board or (ii) the
         date on which this Plan is approved by the shareholders of the
         Company.  No Option may be granted after such termination or during
         any suspension of this Plan.  The amendment or termination of this
         Plan shall not, without the consent of the option holder, alter or
         impair any rights or obligations under any option previously granted
         under this Plan.

         10.     EFFECTIVENESS OF THIS PLAN.   This Plan shall become effective
upon adoption by the Board so long as it is approved by the Company's
shareholders any time within twelve (12) months before or after the adoption of
this Plan.

                              MACKIE DESIGNS INC.

                  AMENDED AND RESTATED 1995 STOCK OPTION PLAN

           AMENDMENT ADOPTED BY THE BOARD OF DIRECTORS MARCH 11, 1997


         Section 5.7 is replaced in its entirety by the following:

         5.7     Non-assignability of Option.   Options and the rights and
privileges conferred by this Plan shall not be transferred, assigned or pledged
in any manner (whether by operation of law or





<PAGE>   12



otherwise) other than by will or by the applicable laws of descent and
distribution, except that the Plan Administrator may also in its discretion
allow transferability of Nonqualified Options only by gift to members of the
Optionee's family, including grandparents, parents, spouses, siblings,
children, grandchildren and great-grandchildren, or trusts or partnerships for
the benefit of such family members, or to charitable organizations.  Options
and the rights and privileges conferred by this Plan shall not be subject to
execution, attachment or similar process.  Any attempt to transfer, assign,
pledge or otherwise dispose of any Option or of any right or privilege
conferred by this Plan, contrary to the Code or to the provisions of this Plan,
or the sale or levy or any attachment or similar process upon the rights and
privileges conferred by this Plan shall be null and void.  Notwithstanding the
foregoing, an Optionee may, during the Optionee's lifetime, designate a person
who may exercise the Option after the Optionee's death by giving written notice
of such designation to the Plan Administrator.  Such designation may be changed
from time to time by the Optionee giving written notice to the Plan
Administrator revoking any earlier designation and making a new designation.
In the event that no such designation is made, the executor or personal
representative of the Optionee's estate shall have any rights then remaining to
the Optionee or his estate under this Plan.