Exhibit
10.5









AMERICAN
BILTRITE INC. AMENDED
AND RESTATED 1999
STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS




Section
      1.
            General
      Purpose of Plan; Definitions.




The name
of this plan is the American Biltrite Inc. Amended and Restated 1999 Stock
Option Plan for Non-Employee Directors (the "Plan"). The purpose of the Plan is
to enable the Company (as defined below) to compensate non-employee members of
the Board (as defined below) and to provide incentives to such members, which
incentives are linked directly to increases in stockholder value and will
therefore inure to the benefit of all stockholders of the Company.




For
purposes of the Plan, the following terms shall be defined as set forth
below:




(a)           "Board" means the Board of Directors of
the Company.




(b)           "Code" means the Internal Revenue Code of
1986, as amended from time to time, or any successor
thereto.




(c)           "Committee" means the Compensation
Committee of the Board, or any other committee the Board may subsequently
appoint to administer the Plan. The Committee shall be composed entirely of
directors who meet the qualifications referred to in Section 2 of the Plan. If
at any time no Committee shall be in office, then the functions of the Committee
specified in the Plan shall be exercised by the Board.




(d)           "Company" means American Biltrite Inc., a
corporation organized under the laws of the State of Delaware, or any successor
corporation.




(e)           "Fair Market Value" shall mean, with
respect to Stock or other property, the fair market value of such Stock or other
property determined by such
methods or procedures as shall be established from time to time by the
Committee. Unless otherwise determined by the Committee in good faith, the per
share Fair Market Value of Stock as of a particular date shall mean (i) the
closing sale price per share of Stock on the
national securities exchange on which the Stock is principally traded for the
last preceding date on which there was a sale of such Stock on such exchange, or
(ii) if the shares of Stock are then traded in an over-the-counter market, the average of the
closing bid and asked prices for the shares of Stock in such over-the-counter
market for the last preceding date on which there was a sale of such Stock in
such market, or (iii) if the shares of Stock are not then listed on a national securities exchange or
traded in an over-the-counter market, such value as the Committee, in its sole
discretion, shall determine.




(f)           "Nonqualified Stock Option" means any
Stock Option that is not an "incentive stock option" within the meaning of Section 422 of the
Code.




(g)           "Plan" has the meaning set forth in the
first paragraph hereof.




(h)           "Securities Act" means the Securities
Act of 1933, as amended.




(i)           "Stock" means the Company's presently
authorized Common Stock, par value $0.01 per share, except as this definition may
be modified pursuant to Section 3 hereunder to include shares which are
substituted for, or represent adjustments to, the Company's Common Stock, par
value $0.01 per share, or other Stock.




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(j)           "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.




Section 2.
            Administration.




The Plan
shall be administered by a Committee of not less than two persons, who shall be
appointed by the Board and who shall serve at the pleasure of the
Board.




Section 3.
            Stock
      Subject to Plan; Substitutions and
Adjustments




The total
number of shares of Stock reserved and available for issuance under the Plan
shall be 100,000. Such shares may consist, in whole or in part, of authorized
and unissued shares or treasury shares.




In the
event of any merger, reorganization, consolidation, recapitalization, Stock
dividend or other change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in (a) the aggregate number and kind of
shares reserved and available for issuance under the Plan and (b) the number and
option price of shares subject to outstanding Stock Options granted under the
Plan as may be determined by the Committee, provided that the number of shares
subject to any award shall always be a whole number.




Section 4.
            Eligibility.




Each
non-employee member of the Board shall receive Nonqualified Stock Options in
accordance with the provisions of Section 5.




Section 5.
            Stock
      Options.




(a)           Stock Options shall be granted in the
following
manner:




(i)           OnJuly 1, 1999, each non-employee member of the Board
shall be granted a Nonqualified Stock Option to purchase 1,000 shares of
Stock;




(ii)           On each July 1 thereafter during the
term of the Plan, each non-employee member of the Board shall be granted a Nonqualified Stock Option
to purchase 500 shares of Stock; and




(iii)           Each new non-employee member of the
Board who has not previously been a non-employee member of the Board during the
term of the Plan shall be granted, on the date he or sheis elected to the Board during the term
of the Plan, a Nonqualified Stock Option to purchase 1,000 shares of
Stock.




(b)           Stock Options granted under the Plan
shall be subject to the terms and conditions set forth
below.




(i)           Theexercise price per share ofStock purchasable under such Stock
Options shall be 100% of the Fair Market Value of the Stock on the date of
grant.




(ii)           Such options shall be exercisable
commencing on the date which is 6 months after the date of grant by payment in
full of the exerciseprice
in cash, certified or cashier's check or delivery of Stock certificates endorsed
in blank or accompanied by executed stock powers with signatures guaranteed by a
national bank or trust company or a member of a national securities exchange.
For thesepurposes, the Stock shall be valued at
the Fair Market Value on the date of exercise. Payment of the exercise price
with certificates evidencing shares of Stock as provided above shall not
increase the number of shares available for the grant of Stock Options under the Plan.




(iii)           Each Stock Option shall cease to be
exercisable on the date that is ten years following the date of
grant.




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(iv)           The aggregate number of shares of Stock
that may be granted to any non-employee member of the Board pursuant to thePlan may not exceed 50,000
shares.




(v)           No Stock Options shall be transferable
by the recipient otherwise than by will or by the laws of descent and
distribution, and all Stock Options shall be exercisable, during the recipient's
lifetime, only by the recipient or the recipient's guardian or
legal representative.




(c)           Each recipient of a Stock Option shall
enter into a stock option agreement with the Company, which agreement shall set
forth, among other things, the exercise price of the option, the term of
the option and provisions
regarding exercisability of the option granted thereunder, which provisions
shall not be inconsistent with the terms set forth herein.




Section 6.
            Amendment
      and Termination.




The Board
may amend, alter, modify or discontinue the Plan at any time, provided that the
Board may not amend or alter the provisions of the Plan relating to the amount,
price and timing of awards more than once every six months, other than to
comport with changes in the Code, or the rules thereunder, or the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder.




Section 7.
            Unfunded
      Status of Plan.




The Plan
is intended to constitute an "unfunded" plan for incentive compensation. With
respect to any payments not yet made to a recipient by the Company, nothing
contained herein shall give any such recipient any rights that are greater than
those of a general creditor of the Company.




Section 8.
            General
      Provisions.




(a)           The Plan and the rights of all persons
claiming hereunder shall be construed and determined in accordance with
the laws of the State of Delaware without giving effect to the choice of laws
principles thereof.




(b)           The obligation of the Company to sell or
deliver shares with respect to Stock Options granted under the Plan
shallbe subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee. Moreover,
each Stock Option is subject to the
requirement that, if at any time the Committee determines, in its absolute
discretion, that the listing, registration or qualification of shares issuable
pursuant to a Stock Option is required by any securities exchange orunder any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of a Stock Option,
or the issuance of shares thereunder, no Stock Options shall begranted or shares issued, in whole or
in part, unless such listing, registration, qualification, consent or approval
has been effected or obtained, free of any conditions, as acceptable to the
Committee.In the event
that the issuance or disposition of shares acquired pursuant to a Stock Option
is not covered by a then current registration statement under the Securities Act
and is not otherwise exempt from such registration, such shares shall be
restricted against transfer to the extent required by the Securities Act or regulations thereunder,
and the Committee may require the holder of a Stock Option receiving shares
pursuant to that Stock Option, as a condition precedent to receipt of such
shares, to make such representations as the Committee deems appropriate, including without limitation a
representation to the Company in writing that the shares acquired by such Stock
Option holder are acquired for investment only and not with a view to
distribution.




(c)           Nothing contained in the Plan shall
prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall notconfer upon any member of the Board any
right to continued membership on such Board.




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(d)           Each recipient of a Stock Option shall,
no later than the date as of which the value of a Stock Option first becomes
includible in the gross income of such recipientfor federal income tax purposes, pay to
the Company, or make arrangements satisfactory to the Committee regarding
payment of, any federal, state, or local taxes of any kind required by law to be
withheld with respect to the award. The obligations of theCompany under the Plan shall be
conditional on such payment or arrangements and the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the recipient.




(e)           No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all membersof the Board or the Committee and each
and any officer or employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.




Section 9.
            Effective
      Date of Plan.




The
effective date of the Plan is July 1, 1999.




Section 10.
            Term
      of Plan.




No Stock
Option shall be granted pursuant to the Plan on or after July 1, 2019, but Stock
Options previously granted may extend beyond that date.




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