ARROW-MAGNOLIA INTERNATIONAL, INC.
	AMENDED AND RESTATED
	NON-QUALIFIED STOCK OPTION PLAN
(As of March 9, 2001)

	ARTICLE I - GENERAL

1.01.  Purpose.

	The purposes of this Non-Qualified Stock Option Plan (the
"Plan") are to:  (1) maintain competitive compensation levels; and
(2) provide an incentive to management for continuous employment
with Arrow-Magnolia International, Inc. ("Arrow" or the "Company").


1.02.  Administration.

	(a)	The Plan shall be administered by the Board of Directors
of Arrow as constituted from time to time.

	(b)	The Board shall have the authority, in its sole discre-
tion and from time to time to:

		(i)  grant awards under the Plan in such forms and
amounts as the Board shall determine;

		(ii) impose such limitations, restrictions and condi-
tions upon any such award as the Board shall deem appropriate,
including, without limitation, provisions, in all cases
consistent with the terms of the Plan, (i) specifying the
term, period or periods, extent and conditions of
exercisability of the Options granted under and in accordance
with the terms of this Plan, (ii) imposing, and specifying the
nature and extent of, restrictions, if any, upon disposition
of shares acquired upon exercise of Options, (iii) specifying
the circumstances, if any, under which all or part of any
shares acquired upon exercise of an Option may be required to
be forfeited and surrendered to the Company and the consider-
ation, if any, to be paid by the Company for any such shares
forfeited and surrendered and (iv) specifying the extent and
times of lapse of any such restrictions or risks of forfei-
ture; and

		(iii) interpret the Plan, adopt, amend and rescind
rules, regulations, provisions and procedures relating to the
Plan, and make all other determinations and take all other
action as the Board may deem necessary or advisable for the
implementation and administration of the Plan.

	(c)	Decisions and determinations of the Board on all matters
relating to the Plan shall be in its sole discretion and shall be
conclusive.  No member of the Board shall be liable for any action
taken or decision made in good faith relating to the Plan or any
award thereunder.


1.03.  Eligibility for Participation.

	Participants in the Plan shall be selected by the Board from
the executive officers and other key employees of the Company who
occupy responsible managerial or professional positions and who
have the capability of making a substantial contribution to the
success of the Company.  The Board may also make awards under this
Plan to independent contractors, such as managerial consultants and
financial or legal advisors, whom the Board believes may contribute
significantly to the success of the Company.  In making this
selection and in determining the form and amount of awards, the
Board shall consider any factors deemed relevant, including the
individual's functions, responsibilities, value of services to the
Company and past and potential contributions to the Company's
profitability and sound growth.


1.04.  Types of Awards Under Plan.

	Awards under the Plan may be include one or both of the
following:

	(i)	Options; and/or

	(ii)	Cashless Exercise Rights.


1.05.  Aggregate Limitation on Awards.

	(a)	Shares of stock which may be issued under the Plan shall
be authorized and unissued or treasury shares of the Company's
common stock ("Common Stock").  The maximum number of shares of
Common Stock which may be issued under the Plan shall be 1,007,600,
subject to adjustment in accordance with Section 4.10 of the Plan.

	(b)	For purposes of calculating the maximum number of shares
of Common Stock which may be issued under the Plan:

		(i)	all the shares issued (including the shares, if
any, withheld for tax withholding requirements) shall be
counted when cash or shares of Common Stock are used as full
or partial payment for shares issued upon exercise of an
Option; and

		(ii)	only the shares issued (including the shares, if
any, withheld for tax withholding requirements) as a result of
an exercise of Cashless Exercise Rights shall be counted.

	(c)	Shares tendered by a participant as payment for shares
issued upon exercise of an Option, shall not be available for
issuance under the Plan.

	(d)	Any shares of Common Stock subject to an Option, which
for any reason is terminated unexercised or expires shall again be
available for issuance under the Plan.

	(e)	Upon the granting of any award hereunder, the maximum
number of shares which might be acquired pursuant thereto shall be
deducted from the total amount available for award until such time
as the award is actually exercised, at which time the amount
available shall be adjusted for the actual amount calculated
hereunder upon such exercise.


1.06.  Effective Date and Term of Plan.

	No awards shall be made under the Plan after the last day of
the Company's 2004 fiscal year; provided, however, that the Plan
and all awards made under the Plan prior to such date shall remain
in effect until such awards have been satisfied or terminated in
accordance with the Plan and the terms of such awards.



	ARTICLE II - OPTIONS


2.01.  Awards of Options.

	The Board may from time to time, and subject to the provisions
of the Plan and such other terms and conditions as the Board may
prescribe, grant to any person eligible under the Plan one or more
options to purchase for cash or shares the number of shares of
Common Stock ("Options") allotted by the Board.  The date an Option
is granted shall mean the date selected by the Board as of which
the Board allots a specific number of shares to a participant
pursuant to the Plan.

2.02.  Option Agreements.

	Each grant of an Option shall be evidenced by a written
agreement, executed by the Company and the holder of the Option
(the "optionee"), stating the number of shares of Common Stock
subject to the Option evidenced thereby, and in such form as the
Board may from time to time determine.



2.03.  Option Price.

	The option price per share of Common Stock deliverable upon
the exercise of an Option shall be determined by the Board based
upon the following considerations:

	(a)	The historical and projected financial performance of
the Company;

	(b)	The contribution or ability to contribute of the
optionee to the past or future performance of the Company;

	(c)	The rate of other compensation, including wages or
salary and bonuses, paid or payable by the Company to the optionee;

	(d)	The price at which the Common Stock has been traded in
arms-length transactions and other factors indicative of the market
value of the Common Stock.


2.04.  Term and Exercise.

	Each Option shall be fully exercisable at such time or times
and in such increments (which may be cumulative or non-cumulative)
as shall be determined by the Board and, unless a shorter period is
provided by the Board or another Section of this Plan, may be
exercised during a period of ten years from the date of grant
thereof.  Notwithstanding the foregoing or any other provision of
this Plan or any Option to the contrary, upon a Change of Control
any and all Options then granted shall become immediately vested
and exercisable in full.


2.05.  Manner of Payment.

	Each Option agreement shall set forth the procedure governing
the exercise of the Option granted thereunder, and shall provide
that, upon such exercise in respect of any shares of Common Stock
subject thereto, the optionee shall pay to the Company, in full,
the option price for such shares with cash or with previously owned
Common Stock valued at its fair market value on the date of
exercise.


2.06.  Delivery of Shares.

	As soon as practicable after receipt of payment, the Company
shall deliver to the optionee a certificate or certificates for
such shares of Common Stock.  The optionee shall become a stock-
holder of the Company with respect to Common Stock represented by
share certificates so issued and as such shall be fully entitled to
receive dividends, to vote and to exercise all other rights of a
stockholder.



2.07.  Death of Optionee.

	(a)	Upon the death of an optionee, any rights to the extent
exercisable on the date of death may be exercised by the optionee's
estate, or by a person who acquires the right to exercise such
Option by bequest or inheritance or by reason of the death of the
optionee, provided that such exercise occurs within the shorter of
(i) the remaining effective term of the Option and (ii) one year
after the optionee's death.

	(b)	The provisions of this Section shall apply notwithstand-
ing the fact that the optionee's employment may have terminated
prior to death, but only to the extent of any rights exercisable on
the date of death.


2.08.  Retirement or Disability.

	Upon the termination of an optionee's employment by reason of
permanent disability or retirement (as each is determined by the
Board), the optionee may exercise any Option to the extent such
Options were exercisable at the date of such termination of
employment, provided that the exercise occurs within the shorter of
(i) the remaining effective term of the Option and (ii) three
months after the date of such termination of employment.


2.09.  Termination for Other Reasons.

	Except as provided in Section 2.08 and 2.09, or except as
otherwise determined by the Board, all Options shall terminate upon
the termination of the optionee's employment.


2.10.  Effect of Exercise.

	The exercise of any Option shall cancel that number of related
Cashless Exercise Rights, if any, which is equal to the number of
shares of Common Stock purchased pursuant to said option.



	ARTICLE III - CASHLESS EXERCISE RIGHTS

3.01.  Award of Cashless Exercise Rights.

	Concurrently with or subsequent to the award of any Option,
the Board may, subject to the provisions of the Plan and such other
terms and conditions as the Board may prescribe, award to the
optionee with respect to each share of Common Stock, a related
cashless exercise right ("Cashless Exercise Right") permitting the
optionee to be paid the appreciation on the Option in lieu of
exercising the Option.


3.02.  Cashless Exercise Rights Agreement.

	Cashless Exercise Rights shall be evidenced by written agree-
ments in such form as the Board may from time to time determine.


3.03.  Exercise.

	An optionee who has been granted Cashless Exercise Rights may,
from time to time, in lieu of the exercise of an equal number of
Options, elect to exercise one or more Cashless Exercise Rights and
thereby become entitled to receive from the Company payment in
Common Stock of the number of shares determined pursuant to
Sections 3.04 and 3.05.  Cashless Exercise Rights shall be exercis-
able only to the same extent and subject to the same conditions as
the Options related thereto are exercisable, as provided in this
Plan.  The Board may, in its discretion, prescribe additional
conditions to the exercise of any Cashless Exercise Rights.


3.04.  Amount of Payment.

	The amount of payment to which an optionee shall be entitled
upon the exercise of each Cashless Exercise Right shall be equal to
100% of the amount, if any, by which the fair market value of a
share of Common Stock on the exercise date exceeds the exercise
price specified in the Option related to said Cashless Exercise
Right.


3.05.  Form of Payment.

	Payment shall be made solely in shares of the Company's Common
Stock.  The number of shares to be paid shall be determined by
dividing the amount of payment determined pursuant to Section 3.04
by the fair market value of a share of Common Stock on the exercise
date of such Cashless Exercise Right.  As soon as practicable after
exercise, the Company shall deliver to the optionee a certificate
or certificates for such shares of Common Stock.


3.06.  Effect of Exercise.

	The exercise of any Cashless Exercise Rights shall cancel an
equal number of Options related to said Cashless Exercise Rights.



3.07.  Retirement or Disability.

	Upon termination of the optionee's employment (including
employment as a Director of the Company after an optionee termi-
nates employment as an officer or key employee of the Company) by
reason of permanent disability or retirement (as each is determined
by the Board), the optionee may, within three months from the date
of such termination, exercise any Cashless Exercise Rights to the
extent such Cashless Exercise Rights are exercisable during such
three month period.


3.08.  Death of Optionee or Termination for Other Reasons.

	Except as provided in Section 3.07, or except as otherwise
determined by the Board, all Cashless Exercise Rights shall
terminate upon the termination of the optionee's employment or upon
the death of the optionee.



	ARTICLE IV - MISCELLANEOUS

4.01.  General Restriction.

	Each award under the Plan shall be subject to the requirement
that, if at any time the Board shall determine that (i) the
listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or
under any state or Federal law, or (ii) the consent or approval of
any governmental regulatory body, or (iii) an agreement by the
grantee of an award with respect to the disposition of shares of
Common Stock, is necessary or desirable as a condition of, or in
connection with, the granting of such award or the issue or
purchase of shares of Common Stock thereunder, such award may not
be consummated in whole or in part unless such listing, registra-
tion, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the
Board.


4.02.  Non-Assignability.

	No award or Option under the Plan shall be assignable or
transferable by the recipient thereof, except by will or by the
laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of
1986, as amended, or Title I of the Employee Retirement Income
Security Act, or the rules thereunder.  During the life of the
recipient, such award or Option shall be exercisable only by such
person or by such person's guardian or legal representative.
Notwithstanding the foregoing or any other provision in this Plan
or any Option or award to the contrary, an award or Option shall be
transferable by a recipient and exercisable by the transferee upon
and after the occurrence of any Change of Control.


4.03.  Withholding Taxes.

	Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company shall
have the right to require the grantee to remit to the Company an
amount sufficient to satisfy any Federal, state and/or local
withholding tax requirements (including employment taxes) prior to
the delivery of any certificate or certificates for such shares.
Alternatively, the Company may issue or transfer such shares
sufficient to satisfy the withholding tax requirements.  For
withholding tax purposes, the shares of Common Stock shall be
valued on the date the withholding obligation is incurred.


4.04.  Right to Terminate Employment.

	Nothing in the Plan or in any agreement entered into pursuant
to the Plan shall confer upon any participant the right to continue
in the employment of the Company or effect any right which the
Company may have to terminate the employment of such participant.


4.05.  Non-Uniform Determinations.

	The Board's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the
form, amount and timing of such awards, the terms and provisions of
such awards and the agreements evidencing same) need not be uniform
and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such
persons are similarly situated.


4.06.  Rights as a Shareholder.

	The recipient of any award under the Plan shall have no rights
as a stockholder with respect thereto unless and until certificates
for shares of Common Stock are issued to him.


4.07.  Definitions.

	In this Plan the following definitions shall apply:

	(a)	"Subsidiary" means any corporation of which, at the time
more than 50% of the shares entitled to vote generally in an
election of directors are owned directly or indirectly by the
Company or any subsidiary thereof.

(b)	"Affiliate" means any person or entity which directly,
or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with the Company.

(c)	"Change of Control" means any transaction or series of
related transactions, whether involving the Company or the holders
of any class or series of its stock, (i) in which Morris Shwiff,
Mark Kenner and Fred Kenner and their successors and assigns by
gift (inter vivos or testamentary), bequest, inheritance or descent
and distribution, collectively, cease to hold beneficially at least
a majority of the outstanding Common Stock of the Company or of any
successor by merger, consolidation or similar transaction or (ii)
in which all or substantially all of the Company's assets shall be
sold, leased, conveyed or otherwise disposed of as an entirety or
substantially as an entirety (other than to a person or entity in
which Morris Shwiff, Mark Kenner and Fred Kenner and their
successors and assigns by gift (inter vivos or testamentary),
bequest, inheritance or descent and distribution, collectively,
hold beneficially a majority of the voting rights and equity
interest).

	(d)	"Fair market value" as of any date and in respect of any
share of Common Stock means the average of the daily market prices
for the 20 consecutive trading days preceding such date.  The
market price for each such day shall be the last sale price on such
day on such stock exchange on which such stock is listed or
admitted to trading, or, if no sale takes place on such day on any
such exchange, the average of the closing bid and asked prices on
such day and officially quoted on any such exchange, or, if the
Common Stock is not then listed or admitted to trading on any stock
exchange, the market price for each such business day shall be the
last sale price on such day if reported by the National Association
of Securities Dealers Automated Quotation System or, if not so
reported, the average of the reported closing bid and asked price
quotations for such day, as reported by the National Association of
Securities Dealers Automated Quotation System or, if not so
reported, as furnished by the National Quotation Bureau, Inc., or,
if not reasonably available from the previous sources, as deter-
mined in good faith by the Board.

	(d)	"Option price" means the purchase price per share of
Common Stock deliverable upon the exercise of an Option.


4.08.  Leaves of Absence.

	The Board shall be entitled to make such rules, regulations
and determinations as it deems appropriate under the Plan in
respect of any leave of absence taken by the recipient of any
award.  Without limiting the generality of the foregoing, the Board
shall be entitled to determine (i) whether or not any such leave of
absence shall constitute a termination of employment within the
meaning of the Plan and (ii) the impact, if any, of any such leave
of absence on awards under the Plan theretofore made to any
recipient who takes such leave of absence.

4.09.  Newly Eligible Persons.

	The Board shall be entitled to make such rules, regulations,
determinations and awards as it deems appropriate in respect of any
person who becomes eligible to participate in the Plan or any
portion thereof after the commencement of an award or incentive
period.


4.10.  Adjustments.

	(a)	In the event of a stock dividend, split or combination
of shares, merger, consolidation, reorganization, recapitalization,
or other change in the corporate structure or capitalization
affecting the outstanding Common Stock of the Company, the Board
may make an appropriate adjustment in the number or kind of shares
and/or other securities available for Options pursuant to the Plan
and subject to any Option granted hereunder, and the Option Price
therefor.  The determination of the Board as to such adjustment
shall be conclusive.

	(b)	In the event that, while any Options are outstanding
under the Plan, there shall occur (a) a merger or consolidation of
the Company with or into another corporation in which the Company
shall not be the surviving corporation (for purposes of this
Section 4.10(b), the Company shall not be deemed the surviving
corporation of any such transaction if, as the result thereof, it
becomes a wholly-owned subsidiary of another corporation), (b) a
dissolution of the Company or (c) a transfer of all or substantial-
ly all of the assets of the Company to another party, then, with
respect to each Option outstanding immediately prior to the
consummation of such transaction:

		(i)	If provision is made in writing in connection with
such transaction for the continuance and/or assumption of the
Options granted under the Plan, or the substitution for such
Options of new options covering shares or other securities of
the successor employer corporation, with appropriate adjust-
ment as to number and kind of shares and prices, the Options
granted under the Plan, or the new Options substituted
therefor, shall continue in the manner and under the terms
provided in the respective Stock Option Agreements.

		(ii)	In the event provision is not made in such transac-
tion for the continuance and/or assumption of the Options
granted under the Plan, or for the substitution of an option
covering shares or other securities of the successor employer
corporation, then each holder of an outstanding Option granted
under the Plan shall be entitled, immediately prior to the
effective date of any transaction, to purchase the full number
of shares which he would otherwise have been entitled to
purchase during the remaining term of his Option, and any
unexercised portion of an Option shall be deemed canceled and
terminated as of such effective transaction date.


4.11. No Fractional Shares.

	The Company shall not be required to issue any fractional
shares under this Plan or upon exercise of any Option or Cashless
Exercise Right.  Any fractional share resulting from any computa-
tion pursuant to Section 3.05, Section 4.10(a) or otherwise under
this Plan shall be cancelled and eliminated.

4.12.  Amendment of the Plan.

	(a)	The Board may, without further action by the
stockholders and without receiving further consideration from the
participants, amend this Plan or condition or modify awards under
this Plan in response to changes in securities or other laws or
rules, regulations or regulatory interpretations thereof applicable
to this Plan or to comply with stock exchange rules or require-
ments.

	(b)	The Board may at any time and from time to time
terminate or modify or amend the Plan in any respect; provided,
however, that any termination or modification or amendment of the
Plan, except as provided in subsection (a), shall not, without the
consent of a participant, adversely affect his or her rights under
an award previously granted to him or her.


4.13.  Governing Law.

	The Plan and all rights and obligations under the Plan shall
be construed in accordance with and governed by the laws of the
State of Texas.