KSA HOLDINGS TRUST

                                STOCK OPTION PLAN

           1. PURPOSE

           The purpose of this Stock Option Plan (the "Plan") is to advance the
interests of KSA Holdings Trust (the "Company") by enhancing the ability of the
Company and its subsidiaries, including Kalman Saffran Associates, Inc., to
attract and retain trustees, directors, employees, consultants or advisers who
are in a position to make significant contributions to the success of the
Company, to reward them for their contributions and to encourage them to take
into account the long-term interests of the Company.

           The Plan provides for the award of options to purchase shares of
beneficial interest of the Company ("Stock"). Options granted pursuant to the
Plan may be incentive stock options as defined in section 422 of the Internal
Revenue Code of 1986 (as from time to time amended, the "Code") (any option that
is intended to qualify as an incentive stock option being referred to herein as
an "incentive option"), or options that are not incentive options, or both.
Options granted pursuant to the Plan shall be presumed to be non-incentive
options unless expressly designated as incentive options.

           2. ELIGIBILITY FOR AWARDS

           Persons eligible to receive awards under the Plan shall be all
directors, including directors who are not employees, of the Company and all
executive officers of the Company and its subsidiaries and other employees,
consultants and advisers who, in the opinion of the Board, are in a position to
make a significant contribution to the success of the Company and its
subsidiaries. Incentive options shall be granted only to "employees" as defined
in the provisions of the Code or regulations thereunder applicable to incentive
stock options. A subsidiary for purposes of the Plan shall be a corporation in
which the Company owns, directly or indirectly, stock possessing 50% or more of
the total combined voting power of all classes of stock. Persons selected for
awards under the Plan are referred to herein as "participants."

           3. ADMINISTRATION

           The Plan shall be administered by the trustees (as defined in the
Company's Declaration of Trust) (the "Trustees") of the Company. The Trustees
shall have authority, not inconsistent with the express provisions of the Plan,
(a) to grant awards consisting of options to such participants as the Trustees
may



<PAGE>



select; (b) to determine the time or times when awards shall be granted and the
number of shares of Stock subject to each award; (c) to determine which options
are, and which options are not, incentive options; (d) to determine the terms
and conditions of each award; (e) to prescribe the form or forms of any
instruments evidencing awards and any other instruments required under the Plan
and to change such forms from time to time; (f) to adopt, amend and rescind
rules and regulations for the administration of the Plan; and (g) to interpret
the Plan and to decide any questions and settle all controversies and disputes
that may arise in connection with the Plan. Such determinations of the Trustees
shall be conclusive and shall bind all parties. Subject to Section 8 the
Trustees shall also have the authority, both generally and in particular
instances, to waive compliance by a participant with any obligation to be
performed by the participant under an award, to waive any condition or provision
of an award, and to amend or cancel any award (and if an award is canceled, to
grant a new award on such terms as the Trustees shall specify) except that the
Trustees may not take any action with respect to an outstanding award that would
adversely affect the rights of the participant under such award without such
participant's consent. Nothing in the preceding sentence shall be construed as
limiting the power of the Trustees to make adjustments required by Section 5(c)
and Section 6(j).

           4. EFFECTIVE DATE AND TERM OF PLAN

           The Plan shall become effective on the date on which it is approved
by the shareholders of the Company. Grants of awards under the Plan may be made
prior to that date (but contemporaneous with or after Trustee adoption of the
Plan), are subject to approval of the Plan by such shareholders.

           No awards shall be granted under the Plan after the completion of ten
years from the date on which the Plan was adopted by the Trustees, but awards
previously granted may extend beyond that date.

           5. SHARES SUBJECT TO THE PLAN

           (1) Number of Shares. Subject to adjustment as provided in Section
5(c), the aggregate number of shares of Stock that may be delivered upon the
exercise of awards granted under the Plan shall be 1,000,000. If any award
granted under the Plan terminates without having been exercised in full, or upon
exercise is satisfied other than by delivery of Stock, the number of shares of
Stock as to which such award was not exercised shall be available for future
grants within the limits set forth in this Section 5(a).

           The maximum number of shares for which options may be granted to any
individual over the life of the Plan shall be 500,000. The per-individual
limitation

                                        2


<PAGE>



described in this paragraph shall be construed and applied consistent with the
rules and regulations under Section 162(m) of the Code.

           (2) Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Trustees so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury. No fractional shares of Stock shall be delivered under the Plan.

           (3) Changes in Stock. In the event of a stock dividend, stock split
or combination of shares, recapitalization or other change in the Company's
capital stock, the number and kind of shares of Stock subject to awards then
outstanding or subsequently granted under the Plan, the exercise price of such
awards, the maximum number of shares of Stock that may be delivered under the
Plan, and other relevant provisions shall be appropriately adjusted by the
Trustees, whose determination shall be binding on all persons.

           The Trustees may also adjust the number of shares subject to
outstanding awards and the exercise price and the terms of outstanding awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(j)), acquisitions or dispositions of stock or property or any other
event if it is determined by the Trustees that such adjustment is appropriate to
avoid distortion in the operation of the Plan, provided that no such adjustment
shall be made in the case of an incentive option, without the consent of the
participant, if it would constitute a modification, extension or renewal of the
option within the meaning of section 424(h) of the Code.

           6. TERMS AND CONDITIONS OF OPTIONS

           (1) Exercise Price of Options. The exercise price of each option
shall be determined by the Trustees but in the case of an incentive option shall
not be less than 100% (110%, in the case of an incentive option granted to a
ten-percent shareholder) of the fair market value of the Stock at the time the
option is granted; nor shall the exercise price be less, in the case of an
original issue of authorized stock, than par value. For this purpose, "fair
market value" in the case of incentive options shall have the same meaning as it
does in the provisions of the Code and the regulations thereunder applicable to
incentive options; and "ten- percent shareholder" shall mean any participant who
at the time of grant owns directly, or by reason of the attribution rules set
forth in section 424(d) of the Code, is deemed to own stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or
of any of its parent or subsidiary corporations.

                                        3


<PAGE>



           (2) Duration of Options. Options shall be exercisable during such
period or periods as the Trustees may specify. The latest date on which an
option may be exercised (the "Final Exercise Date") shall be the date that is
ten years (five years, in the case of an incentive option granted to a
"ten-percent shareholder" as defined in (a) above) from the date the option was
granted or such earlier date as the Trustees may specify at the time the option
is granted.

           (3) Exercise of Options.

           (1)       Options shall become exercisable at such time or times and
                     upon such conditions as the Trustees shall specify. In the
                     case of an option not immediately exercisable in full, the
                     Trustees may at any time accelerate the time at which all
                     or any part of the option may be exercised.

           (2)       Options may be exercised only in writing. Written notice of
                     exercise must be signed by the proper person and furnished
                     to the Company, together with (i) such documents as the
                     Trustees may require and (ii) in the case of options,
                     payment in full as specified below in Section 6(d) for the
                     number of shares for which the option is exercised.

           (3)       The delivery of Stock upon the exercise of an option shall
                     be subject to compliance with (i) applicable federal and
                     state laws and regulations, (ii) if the outstanding Stock
                     is at the time listed on any stock exchange, the listing
                     requirements of such exchange, and (iii) Company counsel's
                     approval of all other legal matters in connection with the
                     issuance and delivery of such Stock. If the sale of Stock
                     has not been registered under the Securities Act of 1933,
                     as amended, the Company may require, as a condition to
                     exercise of the option, such representations or agreements
                     as counsel for the Company may consider appropriate to
                     avoid violation of such Act and may require that the
                     certificates evidencing such Stock bear an appropriate
                     legend restricting transfer.

           (4)       In the case of an option that is not an incentive option,
                     the Trustees shall have the right to require that the
                     participant exercising the option remit to the Company an
                     amount sufficient to satisfy any federal, state, or local
                     withholding tax requirements (or make other arrangements
                     satisfactory to the Company with regard to such taxes)
                     prior to the delivery of any Stock pursuant to the exercise
                     of the option. If permitted by the Trustees, either at the
                     time of the

                                                        4


<PAGE>



                     grant of the option or the time of exercise, the
                     participant may elect, at such time and in such manner as
                     the Trustees may prescribe, to satisfy such withholding
                     obligation by (i) delivering to the Company Stock (which in
                     the case of Stock acquired from the Company shall have been
                     owned by the participant for at least six months prior to
                     the delivery date) having a fair market value equal to such
                     withholding obligation, or (ii) requesting that the Company
                     withhold from the shares of Stock to be delivered upon the
                     exercise a number of shares of Stock having a fair market
                     value equal to such withholding obligation.

                     In the case of an incentive option, if at the time the
                     option is exercised the Trustees determine that under
                     applicable law and regulations the Company could be liable
                     for the withholding of any federal or state tax with
                     respect to a disposition of the Stock received upon
                     exercise, the Trustees may require as a condition of
                     exercise that the participant exercising the option agree
                     (i) to inform the Company promptly of any disposition
                     (within the meaning of section 424(c) of the Code and the
                     regulations thereunder) of Stock received upon exercise,
                     and (ii) to give such security as the Trustees deem
                     adequate to meet the potential liability of the Company for
                     the withholding of tax, and to augment such security from
                     time to time in any amount reasonably deemed necessary by
                     the Trustees to preserve the adequacy of such security.

           (5)       If an option is exercised by the executor or administrator
                     of a deceased participant, or by the person or persons to
                     whom the option has been transferred by the participant's
                     will or the applicable laws of descent and distribution,
                     the Company shall be under no obligation to deliver Stock
                     pursuant to such exercise until the Company is satisfied as
                     to the authority of the person or persons exercising the
                     option.

           (4) Payment for and Delivery of Stock. Stock purchased upon exercise
of an option under the Plan shall be paid for as follows:

           (1)       in cash or by personal check, certified check, bank draft
                     or money order payable to the order of the Company; or

           (2)       if so permitted by the Trustees (which, in the case of an
                     incentive option, shall specify the method of payment at
                     the time of grant), (A) through the delivery of shares of
                     Stock (which, in the case of

                                        5


<PAGE>



                     Stock acquired from the Company, shall have been held for
                     at least six months prior to delivery) having a fair market
                     value on the last business day preceding the date of
                     exercise equal to the purchase price or (B) by delivery of
                     a promissory note of the participant to the Company, such
                     note to be payable on such terms as are specified by the
                     Trustees or (C) by delivery of an unconditional and
                     irrevocable undertaking by a broker to deliver promptly to
                     the Company sufficient funds to pay the exercise price or
                     (D) by any combination of the permissible forms of payment;
                     provided, that if the Stock delivered upon exercise of the
                     option is an original issue of authorized Stock, at least
                     so much of the exercise price as represents the par value
                     of such Stock shall be paid other than by a personal check
                     or promissory note of the person exercising the option.

           (5) Rights as Shareholder. A participant shall not have the rights of
a shareholder with regard to awards under the Plan except as to Stock actually
received by the participant under the Plan.

           (6) Nontransferability of Awards. Except as the Trustees may
otherwise determine, no award may be transferred other than by will or by the
laws of descent and distribution, and during a participant's lifetime an award
may be exercised only by the participant.

           (7) Death. If a participant dies, each option held by the participant
immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by the participant's executor or administrator or by
the person or persons to whom the option is transferred by will or the
applicable laws of descent and distribution, at any time within the one-year
period (or such longer or shorter period as the Trustees may determine)
beginning with the date of the participant's death but in no event beyond the
Final Exercise Date. All options held by a participant immediately prior to
death that are not then exercisable shall terminate on the date of death.

           (8) Termination of Service Other Than By Death. If an employee's
employment with the Company and its subsidiaries terminates for any reason other
than by death, all options held by the employee that are not then exercisable
shall terminate. Options that are exercisable on the date employment terminates
shall continue to be exercisable for a period of three months (or such longer
period as the Trustees may determine, but in no event beyond the Final Exercise
Date) unless the employee was discharged for cause that in the opinion of the
Trustees casts such discredit on the employee as to justify termination of the
employee's options. After completion of the post-termination exercise period,

                                                        6


<PAGE>



such options shall terminate to the extent not previously exercised, expired or
terminated. For purposes of this Section 6(h), employment shall not be
considered terminated (i) in the case of sick leave or other bona fide leave of
absence approved for purposes of the Plan by the Trustees, so long as the
employee's right to reemployment is guaranteed either by statute or by contract,
or (ii) in the case of a transfer of employment between the Company and a
subsidiary or between subsidiaries, or to the employment of a corporation (or a
parent or subsidiary corporation of such corporation) issuing or assuming an
option in a transaction to which section 424(a) of the Code applies.

           In the case of a participant who is not an employee, provisions
relating to the exercisability of options following termination of service shall
be specified in the award. If not so specified, all options held by such
participant that are not then exercisable shall terminate upon termination of
service. Options that are exercisable on the date the participant's service as a
director, consultant or adviser terminates shall continue to be exercisable for
a period of three months (or such longer period as the Trustees may determine,
but in no event beyond the Final Exercise Date) unless the director, consultant
or adviser was terminated for cause that in the opinion of the Trustees casts
such discredit on him or her as to justify termination of his or her options.
After completion of the post-termination exercise period, such options shall
terminate to the extent not previously exercised, expired or terminated.

           (9) Mergers, etc. In the event of a consolidation or merger in which
the Company is not the surviving corporation or which results in the acquisition
of substantially all the Company's outstanding Stock by a single person or
entity or by a group of persons and/or entities acting in concert, or in the
event of the sale or transfer of a material percentage of the Company's assets
(the determination regarding what is a material percentage of the assets to be
made by the Trustees in their sole discretion), or in connection with the sale
of any assets to Vitesse Semiconductor Corporation or any other corporation all
outstanding awards shall thereupon terminate unless, if there is a surviving or
acquiring corporation, the Trustees have arranged, subject to consummation of
the merger, consolidation or sale of assets, for the assumption of the awards by
that corporation or an affiliate of that corporation, which awards in the case
of incentive options shall satisfy the requirements of section 424(a) of the
Code.

           The Trustees may grant awards under the Plan in substitution for
awards held by directors, employees, consultants or advisers of another
corporation who concurrently become directors, employees, consultants or
advisers of the Company or a subsidiary of the Company as the result of a merger
or consolidation of that corporation with the Company or a subsidiary of the
Company, or as the result of the acquisition by the Company or a subsidiary of
the

                                        7


<PAGE>


Company of property or stock of that corporation. The Company may direct that
substitute awards be granted on such terms and conditions as the Trustees
considers appropriate in the circumstances.

           7. EMPLOYMENT RIGHTS

           Neither the adoption of the Plan nor the grant of awards shall confer
upon any participant any right to continue as an employee or director of, or
consultant or adviser to, the Company or any parent or subsidiary or affect in
any way the right of the Company or parent or subsidiary to terminate them at
any time. Except as specifically provided by the Trustees in any particular
case, the loss of existing or potential profit in awards granted under this Plan
shall not constitute an element of damages in the event of termination of the
relationship of a participant even if the termination is in violation of an
obligation of the Company to the participant by contract or otherwise.

           8. EFFECT, DISCONTINUANCE, CANCELLATION,
              AMENDMENT AND TERMINATION

           Neither adoption of the Plan nor the grant of awards to a participant
shall affect the Company's right to make awards to such participant that are not
subject to the Plan, to issue to such participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued.

           The Trustees may at any time discontinue granting awards under the
Plan. With the consent of the participant, the Trustees may at any time cancel
an existing award in whole or in part and grant another award for such number of
shares as the Trustees specify. The Trustees may at any time or times amend the
Plan or any outstanding award for the purpose of satisfying the requirements of
section 422 of the Code or of any changes in applicable laws or regulations or
for any other purpose that may at the time be permitted by law, or may at any
time terminate the Plan as to further grants of awards, but no such amendment
shall adversely affect the rights of any participant (without the participant's
consent) under any award previously granted.

                                        8