WELLS ALUMINUM CORPORATION

                            1997 STOCK INCENTIVE PLAN

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                                Table of Contents
                                                                            Page
                                    ARTICLE I

                                     GENERAL

1.1       Purpose.............................................     1
1.2       Administration......................................     1
1.3       Persons Eligible for Awards.........................     3
1.4       Types of Awards Under Plan..........................     4
1.5       Shares Available for Awards.........................     4
1.6       Definitions of Certain Terms........................     6

                                   ARTICLE II

                              AWARDS UNDER THE PLAN

2.1       Agreements Evidencing Awards........................     9
2.2       No Rights as a Shareholder..........................    10
2.3       Grant of Stock Options..............................    10
2.4       Exercise of Options  Rights.........................    12
2.5       Termination of Employment; Death....................    14
2.6       Grant of Dividend Equivalent Rights.................    15
2.7       Grant of Restricted Stock...........................    16
2.8       Grant of Restricted Stock Units.....................    18
2.9       Other Stock-Based Awards............................    19
2.10      Right of Recapture..................................    19

                                   ARTICLE III

                                  MISCELLANEOUS

3.1       Amendment of the Plan; Modification
            of Awards.........................................    21
3.2       Tax Withholding.....................................    22
3.3       Restrictions........................................    23
3.4       Non-assignability...................................    24
3.5       Requirement of Notification of Election
            Under Section 83(b) of the Code...................    24
3.6       Requirement of Notification Upon
            Disqualifying Disposition Under
            Section 421(b) of the Code........................    24
3.7       Corporate Reorganization............................    25


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3.8       Right of Discharge Reserved.........................    26
3.9       Nature of Payments..................................    27
3.10      Non-Uniform Determinations..........................    27
3.11      Other Payments or Awards............................    28
3.12      Section Headings....................................    28
3.13      Effective Date and Term of Plan.....................    28
3.14      Governing Law.......................................    29


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                                    ARTICLE I

                                     GENERAL

1.1 Purpose

         The purpose of the Wells Aluminum Corporation 1997 Stock Incentive Plan
(the "Plan") is to provide for officers,  other  employees and directors of, and
consultants to, Wells Aluminum  Corporation (the "Company") and its subsidiaries
an incentive (a) to enter into and remain in the service of the Company,  (b) to
enhance  the  long-term  performance  of  the  Company,  and  (c) to  acquire  a
proprietary  interest in the success of the Company.

1.2  Administration  1.2.1

         Subject to Section 1.2.6,  the Plan shall be  administered by the Stock
Option Committee (the "Committee") of the board of directors of the Company (the
"Board"), which shall consist of not less than two directors. The members of the
Committee shall be appointed by, and serve at the pleasure of, the Board. To the
extent  required for  transactions  under the Plan to qualify for the exemptions
available  under Rule 16b-3  ("Rule  16b-3")  promulgated  under the  Securities
Exchange Act of 1934 (the "1934 Act"), all actions relating to awards to persons
subject to Section  16 of the 1934 Act shall be taken by the Board  unless  each
person who  serves on the  Committee  is a  "non-employee  director"  within the
meaning of Rule 16b-3 or such actions are taken by a sub-committee of the


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Committee (or the Board) comprised solely of  "non-employee  directors".  To the
extent  required  for  compensation  realized  from awards  under the Plan to be
deductible  by the Company  pursuant to section  162(m) of the Internal  Revenue
Code of 1986 (the  "Code"),  the  members  of the  Committee  shall be  "outside
directors" within the meaning of section 162(m).

         1.2.2 The Committee shall have the authority (a) to exercise all of the
powers  granted to it under the Plan,  (b) to construe,  interpret and implement
the Plan and any Plan  Agreements  executed  pursuant  to  Section  2.1,  (c) to
prescribe,  amend  and  rescind  rules  and  regulations  relating  to the Plan,
including  rules governing its own  operations,  (d) to make all  determinations
necessary  or advisable in  administering  the Plan,  (e) to correct any defect,
supply any omission and reconcile any  inconsistency  in the Plan,  (f) to amend
the Plan to reflect changes in applicable law, (g) to determine whether, to what
extent and under what circumstances  awards may be settled or exercised in cash,
Shares of Common Stock,  other  securities,  other awards or other property,  or
canceled,  forfeited or suspended  and the method or methods by which awards may
be settled,  canceled,  forfeited or suspended, and (h) to determine whether, to
what extent and under what  circumstances  cash,  shares of Common Stock,  other
securities,  other  awards or other  property  and other  amounts  payable  with
respect to an award shall be deferred either automatically or at the election of
the holder thereof or of the Committee.


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         1.2.3 Actions of the Committee shall be taken by the vote of a majority
of its  members.  Any  action may be taken by a written  instrument  signed by a
majority  of the  Committee  members,  and  action  so  taken  shall be fully as
effective as if it had been taken by a vote at a meeting.

         1.2.4 The determination of the Committee on all matters relating to the
Plan or any Plan Agreement shall be final, binding and conclusive.

         1.2.5 No member of the  Committee  shall be  liable  for any  action or
determination  made  in  good  faith  with  respect  to the  Plan  or any  award
thereunder.

         1.2.6  Notwithstanding  anything to the contrary  contained herein: (a)
until the Board shall  appoint the members of the  Committee,  the Plan shall be
administered by the Board; and (b) the Board may, in its sole discretion, at any
time and from time to time,  grant awards or resolve to administer  the Plan. In
either of the  foregoing  events,  the Board shall have all of the authority and
responsibility granted to the Committee herein.


1.3 Persons Eligible for Awards

         Awards under the Plan may be made to such directors, officers and other
employees of the Company and its subsidiaries  (including  prospective employees
conditioned on their becoming employees), and to such consultants to the Company
and its subsidiaries (collectively, "key persons") as the Committee shall in its
discretion select.


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1.4 Types of Awards Under Plan

         Awards  may be made under the Plan in the form of (a)  incentive  stock
options (within the meaning of section 422 of the Code), (b) nonqualified  stock
options,  (c) dividend  equivalent  rights, (d) restricted stock, (e) restricted
stock  units and (f) other  stock-based  awards,  all as more fully set forth in
Article II. The term "award"  means any of the  foregoing.  No  incentive  stock
option  (other than an  incentive  stock option that may be assumed or issued by
the Company in connection with a transaction to which section 424(a) of the Code
applies) may be granted to a person who is not an employee of the Company on the
date of grant.

1.5 Shares Available for Awards

         1.5.1 The total  number of shares of stock of the Company  which may be
transferred  pursuant to awards  granted  under the Plan shall not exceed 65,000
shares of Class A Common Stock, par value $.01 per share ("Common Stock").  Such
shares may be  authorized  but unissued  Common Stock or  authorized  and issued
Common Stock held in the  Company's  treasury or acquired by the Company for the
purposes  of the Plan.  The  Committee  may  direct  that any stock  certificate
evidencing  shares issued pursuant to the Plan shall bear a legend setting forth
such restrictions on transferability as may apply to such shares pursuant to the
Plan.  If, after the effective  date of the Plan,  any award is forfeited or any
award  otherwise  terminates  or is cancelled  without the delivery of shares of
Common Stock, then the shares covered by such award or to which such award


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relates shall again become available for transfer  pursuant to awards granted or
to be granted  under this Plan.  Any  shares of Common  Stock  delivered  by the
Company, any shares of Common Stock with respect to which awards are made by the
Company and any shares of Common Stock with respect to which the Company becomes
obligated to make awards,  through the  assumption of, or in  substitution  for,
outstanding  awards  previously  granted  by an  acquired  entity,  shall not be
counted against the shares available for awards under this Plan.

         1.5.2  Subject  to  any  required  action  by the  shareholders  of the
Company, the number of shares of Common Stock covered by each outstanding award,
the  number of shares  available  for  awards  and the price per share of Common
Stock covered by each such outstanding award shall be  proportionately  adjusted
for any  increase  or decrease  in the number of issued  shares of Common  Stock
resulting from a stock split,  reverse stock split, stock dividend,  combination
or  reclassification  of the Common Stock,  or any other increase or decrease in
the  number  of issued  shares  of Common  Stock  effected  without  receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt  of  consideration."  Such  adjustment  shall  be  made  by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive.  Except as expressly  provided herein, no issuance by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or


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price of shares of Common Stock subject to an award.  After any adjustment made
pursuant to this Section 1.5.2, the number of shares subject to each outstanding
award shall be rounded to the nearest whole number.

1.6 Definitions of Certain Terms

         1.6.1 The  "Fair  Market  Value" of a share of Common  Stock on any day
shall be determined as follows.

              (a) If the principal market for the Common Stock (the "Market") is
a national securities exchange or the National Association of Securities Dealers
Automated  Quotation System ("NASDAQ")  National Market, the last sale price or,
if no reported sales take place on the applicable  date, the average of the high
bid and low asked price of Common Stock as reported for such Market on such date
or, if no such  quotation  is made on such date,  on the next  preceding  day on
which there were quotations,  provided that such quotations shall have been made
within the ten (10) business days preceding the applicable date;

              (b)  If the  Market  is  the  NASDAQ  National  List,  the  NASDAQ
Supplemental  List or another market,  the average of the high bid and low asked
price for Common Stock on the applicable  date, or, if no such quotations  shall
have been made on such  date,  on the next  preceding  day on which  there  were
quotations,  provided that such  quotations  shall have been made within the ten
(10) business days preceding the applicable date; or,


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              (c) In the event that neither  paragraph  (a) nor (b) shall apply,
the Fair Market Value of a share of Common Stock on any day shall be  determined
in good faith by the Committee.

         1.6.2  The  term  "incentive  stock  option"  means an  option  that is
intended  to qualify  for  special  federal  income tax  treatment  pursuant  to
sections 421 and 422 of the Code, as now constituted or subsequently amended, or
pursuant to a successor provision of the Code, and which is so designated in the
applicable Plan Agreement.  Any option that is not specifically designated as an
incentive stock option shall under no  circumstances  be considered an incentive
stock  option.  Any option that is not an incentive  stock option is referred to
herein as a "nonqualified stock option."

         1.6.3 The term "employment" means, in the case of a grantee of an award
under the Plan who is not an employee of the Company, the grantee's  association
with the Company or a subsidiary as a director, consultant or otherwise.

         1.6.4 A grantee shall be deemed to have a  "termination  of employment"
upon ceasing to be employed by the Company and all of its  subsidiaries  or by a
corporation assuming awards in a transaction to which section 424(a) of the Code
applies.  The Committee may in its discretion determine (a) whether any leave of
absence  constitutes a termination  of employment  for purposes of the Plan, (b)
the impact, if any, of any such leave of absence on awards theretofore made


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under the Plan, and (c) when a change in a  non-employee's  association with the
Company  constitutes a termination  of employment  for purposes of the Plan. The
Committee  shall  have the  right to  determine  whether  the  termination  of a
grantee's  employment  is a dismissal for cause and the date of  termination  in
such case, which date the Committee may retroactively deem to be the date of the
action that is cause for dismissal.  Such  determinations of the Committee shall
be final, binding and conclusive.

                  1.6.5  The  term  "cause,"   when  used  in  connection   with
termination of a grantee's  employment,  shall have the meaning set forth in any
then-effective  employment  agreement  between  the grantee and the Company or a
subsidiary  thereof. In the absence of such an employment  agreement  provision,
"cause"  means:  (a)  conviction  of any crime  (whether  or not  involving  the
Company) constituting a felony in the jurisdiction involved; (b) engaging in any
substantiated  act involving moral turpitude;  (c) engaging in any act which, in
each case, subjects,  or if generally known would subject, the Company to public
ridicule or  embarrassment;  (d) material  violation of the Company's  policies,
including,  without  limitation,  those  relating  to sexual  harassment  or the
disclosure  or  misuse of  confidential  information;  (e)  serious  neglect  or
misconduct  in the  performance  of the  grantee's  duties for the  Company or a
subsidiary or willful or repeated failure or refusal to perform such duties;  in
each case as determined by the Committee,  which  determination  shall be final,
binding and conclusive.


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                                   ARTICLE II
                              AWARDS UNDER THE PLAN

2.1 Agreements Evidencing Awards

         Each award  granted  under the Plan  (except  an award of  unrestricted
stock) shall be evidenced by a written agreement ("Plan  Agreement") which shall
contain such  provisions as the Committee in its discretion  deems  necessary or
desirable.  Such provisions may include,  without limitation, a requirement that
the grantee  become a party to a  shareholders'  agreement  with  respect to any
shares of Common Stock acquired  pursuant to the award,  a requirement  that the
grantee  acknowledge that such shares are acquired for investment purposes only,
and a right of first  refusal  exercisable  by the Company in the event that the
grantee  wishes to transfer any such shares.  The  Committee may grant awards in
tandem with or in substitution  for any other award or awards granted under this
Plan or any award granted under any other plan of the Company or any subsidiary.
Payments  or  transfers  to be made by the  Company or any  subsidiary  upon the
grant, exercise or payment of an award may be made in such form as the Committee
shall determine, including cash, shares of Common Stock, other securities, other
awards or other  property and may be made in a single  payment or  transfer,  in
installments  or on a  deferred  basis,  in each case in  accordance  with rules
established  by the  Committee.  By accepting  an award  pursuant to the Plan, a
grantee


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thereby  agrees  that the award  shall be subject to all of the terms and provi-
sions of the Plan and the applicable Plan Agreement.

2.2 No Rights as a Shareholder

         No grantee of an option (or other  person  having the right to exercise
such award)  shall have any of the rights of a  shareholder  of the Company with
respect  to  shares  subject  to  such  award  until  the  issuance  of a  stock
certificate  to such person for such  shares.  Except as  otherwise  provided in
Section 1.5.2, no adjustment shall be made for dividends, distributions or other
rights (whether  ordinary or extraordinary,  and whether in cash,  securities or
other  property)  for which  the  record  date is prior to the date  such  stock
certificate is issued.

2.3      Grant of Stock Options

         2.3.1 The Committee may grant incentive stock options and  nonqualified
stock options (collectively,  "options") to purchase shares of Common Stock from
the Company,  to such key persons, in such amounts and subject to such terms and
conditions,  as the Committee shall determine in its discretion,  subject to the
provisions of the Plan.

         2.3.2 Each Plan Agreement with respect to an option shall set forth the
amount (the "option  exercise price") payable by the grantee to the Company upon
exercise of the option  evidenced  thereby.  The option exercise price per share
shall be determined by the Committee in its discretion;  provided, however, that
the


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option exercise price of an incentive stock option shall be at least 100% of the
Fair Market  Value of a share of Common  Stock on the date the option is granted
(except as permitted in connection with the assumption or issuance of options in
a  transaction  to which  section  424(a) of the Code  applies);  and  provided,
further,  that in no event shall the option  exercise price be less than the par
value of a share of Common Stock.

         2.3.3 Each Plan Agreement with respect to an option shall set forth the
periods during which the award evidenced  thereby shall be exercisable,  whether
in whole or in part.  Such periods  shall be  determined by the Committee in its
discretion;   provided,  however,  that  no  incentive  stock  option  shall  be
exercisable more than 10 years after the date of grant.

         2.3.4 To the extent that the aggregate Fair Market Value (determined as
of the time the option is granted) of the stock with respect to which  incentive
stock options granted under this Plan and all other plans of the Company and any
subsidiary are first  exercisable by any employee during any calendar year shall
exceed the maximum limit  (currently,  $100,000),  if any,  imposed from time to
time  under  section  422  of  the  Code,  such  options  shall  be  treated  as
nonqualified stock options.

         2.3.5  Notwithstanding  the provisions of Sections 2.3.2 and 2.3.3,  to
the extent required under section 422 of the Code, an incentive stock option may
not be granted under the Plan to an individual who, at the time the option is


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granted,  owns stock possessing more than 10% of the total combined voting power
of all  classes  of  stock  of his  employer  corporation  or of its  parent  or
subsidiary  corporations  (as such  ownership may be determined  for purposes of
section  422(b)(6)  of the Code)  unless  (a) at the time such  incentive  stock
option is granted the option  exercise price is at least 110% of the Fair Market
Value of the shares  subject  thereto and (b) the incentive  stock option by its
terms is not  exercisable  after the  expiration  of 5 years from the date it is
granted.

2.4 Exercise of Options

         Subject to the provisions of this Article II, each option granted under
the Plan shall be exercisable as follows:

         2.4.1 Unless the  applicable  Plan  Agreement  otherwise  provides,  an
option shall become exercisable in four  substantially  equal  installments,  on
each of the first,  second, third and fourth anniversaries of the date of grant,
and each  installment,  once it becomes  exercisable,  shall remain  exercisable
until expiration, cancellation or termination of the award.

         2.4.2 Unless the  applicable  Plan  Agreement  otherwise  provides,  an
option may be exercised  from time to time as to all or part of the shares as to
which such award is then exercisable (but, in any event, only for whole shares).
An option shall be exercised by the filing of a written notice with the Company,
on such form and in such manner as the Committee shall prescribe.


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         2.4.3 Any written  notice of exercise of an option shall be accompanied
by payment for the shares being  purchased.  Such payment shall be made:  (a) by
certified or official bank check (or the  equivalent  thereof  acceptable to the
Company) for the full option  exercise  price;  or (b) at the  discretion of the
Committee,  unless the applicable Plan Agreement otherwise provides, by delivery
of shares of Common  Stock  acquired  at least six  months  prior to the  option
exercise  date and having a Fair Market  Value  (determined  as of the  exercise
date)  equal to all or part of the  option  exercise  price and a  certified  or
official bank check (or the  equivalent  thereof  acceptable to the Company) for
any  remaining  portion  of  the  full  option  exercise  price;  or  (c) at the
discretion of the  Committee  and to the extent  permitted by law, by such other
provision as the Committee may from time to time prescribe.

         2.4.4  Promptly  after  receiving  payment of the full option  exercise
price, the Company shall,  subject to the provisions of Section 3.3 (relating to
certain  restrictions),  deliver to the  grantee or to such other  person as may
then have the right to exercise the award, a certificate or certificates for the
shares of Common Stock for which the award has been exercised.  If the method of
payment  employed  upon  option  exercise so  requires,  and if  applicable  law
permits, an optionee may direct the Company to deliver the certificate(s) to the
optionee's stockbroker.


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2.5 Termination of Employment; Death

         2.5.1 Except to the extent otherwise provided in Section 2.5.2 or 2.5.3
or in the applicable Plan Agreement, all options not theretofore exercised shall
terminate upon termination of the grantee's employment for any reason (including
death).

         2.5.2 If a grantee's  employment  terminates  for any reason other than
death or dismissal for cause,  the grantee may exercise any  outstanding  option
right on the following  terms and  conditions:  (a) exercise may be made only to
the extent that the grantee  was  entitled to exercise  the award on the date of
employment  termination;  and (b)  exercise  must  occur  within  90 days  after
employment terminates,  except that this 90 day period shall be increased to one
year if the  termination is by reason of  disability,  but in no event after the
expiration date of the award as set forth in the Plan Agreement.  In the case of
an incentive stock option,  the term  "disability" for purposes of the preceding
sentence shall have the meaning given to it by section 422(c)(7) of the Code.

         2.5.3  If  a  grantee  dies  while  employed  by  the  Company  or  any
subsidiary,  or after employment  termination but during the period in which the
grantee's  awards are  exercisable  pursuant to Section 2.5.2,  any  outstanding
option shall be exercisable on the following terms and conditions:  (a) exercise
may be made only to the extent  that the grantee  was  entitled to exercise  the
award on the date of death;  and (b)  exercise  must occur by the earlier of the
first anniversary of


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the grantee's death or the expiration date of the award. Any such exercise of an
award following a grantee's  death shall be made only by the grantee's  executor
or administrator, unless the grantee's will specifically disposes of such award,
in which case such exercise shall be made only by the recipient of such specific
disposition.  If a  grantee's  personal  representative  or the  recipient  of a
specific  disposition under the grantee's will shall be entitled to exercise any
award pursuant to the preceding sentence, such representative or recipient shall
be bound by all the terms and  conditions  of the Plan and the  applicable  Plan
Agreement which would have applied to the grantee including, without limitation,
the provisions of Sections 3.3 and 3.7 hereof.

2.6 Grant of Dividend Equivalent Rights

         The Committee may in its discretion  include in the Plan Agreement with
respect  to any award a  dividend  equivalent  right  entitling  the  grantee to
receive amounts equal to the ordinary  dividends that would be paid,  during the
time such award is outstanding  and  unexercised,  on the shares of Common Stock
covered by such award if such shares were then outstanding.  In the event such a
provision is included in a Plan Agreement, the Committee shall determine whether
such  payments  shall be made in cash,  in shares of Common  Stock or in another
form,  whether they shall be conditioned upon the exercise of the award to which
they relate, the time or times at which they shall be made, and such other terms
and conditions as the Committee shall deem appropriate.


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2.7      Grant of Restricted Stock

         2.7.1 The Committee may grant restricted shares of Common Stock to such
key  persons,  in such amounts and subject to such terms and  conditions  as the
Committee shall  determine in its  discretion,  subject to the provisions of the
Plan. Restricted stock awards may be made independently of or in connection with
any other award under the Plan. A grantee of a restricted stock award shall have
no rights  with  respect to such award  unless  such  grantee  accepts the award
within such period as the Committee  shall specify by executing a Plan Agreement
in such form as the Committee  shall  determine  and, if the Committee  shall so
require,  makes  payment to the Company by certified or official  bank check (or
the  equivalent  thereof  acceptable  to the  Company)  in  such  amount  as the
Committee may determine.

         2.7.2 Promptly after a grantee  accepts a restricted  stock award,  the
Company shall issue in the grantee's name a certificate or certificates  for the
shares  of  Common  Stock  covered  by the  award.  Upon  the  issuance  of such
certificate(s),  the grantee shall have the rights of a shareholder with respect
to the restricted  stock,  subject to the  non-transferability  restrictions and
Company  repurchase  rights  described  in Sections  2.7.4 and 2.7.5 and to such
other restrictions and conditions as the Committee in its discretion may include
in the applicable Plan Agreement.


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         2.7.3 Unless the Committee shall otherwise  determine,  any certificate
issued  evidencing  shares of restricted stock shall remain in the possession of
the Company  until such  shares are free of any  restrictions  specified  in the
applicable Plan Agreement.

         2.7.4  Shares  of   restricted   stock  may  not  be  sold,   assigned,
transferred,   pledged  or  otherwise   encumbered  or  disposed  of  except  as
specifically provided in this Plan or the applicable Plan Agreement. At the time
of grant,  the Committee  shall specify the date or dates (which may depend upon
or be related to the  attainment of performance  goals and other  conditions) on
which the  non-transferability  of the restricted stock shall lapse.  Unless the
applicable Plan Agreement otherwise provides,  additional shares of Common Stock
or other property  distributed to the grantee in respect of shares of restricted
stock,  as dividends  or  otherwise,  shall be subject to the same  restrictions
applicable to such restricted stock.

         2.7.5  During  the 120  days  following  termination  of the  grantee's
employment  for any  reason,  the  Company  shall have the right to require  the
return of any shares to which restrictions on transferability apply, in exchange
for which the Company shall repay to the grantee (or the  grantee's  estate) any
amount paid by the grantee for such shares.


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2.8 Grant of Restricted Stock Units

         2.8.1 The Committee may grant awards of restricted  stock units to such
key  persons,  in such amounts and subject to such terms and  conditions  as the
Committee shall  determine in its  discretion,  subject to the provisions of the
Plan.  Restricted  stock units may be awarded  independently of or in connection
with any other award under the Plan.

         2.8.2 At the time of grant,  the  Committee  shall  specify the date or
dates on which  the  restricted  stock  units  shall  become  fully  vested  and
nonforfeit-able,  and  may  specify  such  conditions  to  vesting  as it  deems
appropriate.  In the event of the termination of the grantee's employment by the
Company and its  subsidiaries  for any reason,  restricted stock units that have
not become  nonforfeit-able  shall be forfeited and cancelled.  The Committee at
any time  may  accelerate  vesting  dates  and  otherwise  waive  or  amend  any
conditions of an award of restricted stock units.

         2.8.3 At the time of grant,  the  Committee  shall specify the maturity
date applicable to each grant of restricted stock units, which may be determined
at the election of the grantee.  Such date may be later than the vesting date or
dates of the award.  On the maturity  date,  the Company  shall  transfer to the
grantee one  unrestricted,  fully  transferable  share of Common  Stock for each
restricted  stock unit  scheduled to be paid out on such date and not previously
forfeited. The


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<PAGE>

Committee shall specify the purchase price, if any, to be paid by the grantee to
the Company for such shares of Common Stock.

2.9 Other Stock-Based Awards

         The Committee may grant other types of  stock-based  awards  (including
the grant of  unrestricted  shares) to such key  persons,  in such  amounts  and
subject to such terms and  conditions,  as the Committee shall in its discretion
determine, subject to the provisions of the Plan.

2.10 Right of Recapture

         2.10.1  If at any  time  within  one  year  after  the  date on which a
participant exercises an option, or on which restricted stock vests, or which is
the maturity date of restricted stock units, or on which income is realized by a
participant in connection with any other stock-based award (each of which events
is a "Realization  Event"),  the  participant (a) is terminated for cause or (b)
engages in any activity  determined  in the  discretion  of the  Committee to be
inimical,  contrary or harmful to the  interests of the  Company,  then any gain
("Gain") realized by the participant from the Realization Event shall be paid by
the participant to the Company upon notice from the Company; provided,  however,
that  accepting  employment  with or serving as a consultant,  adviser or in any
other capacity to an entity that is in  competition  with the Company shall not,
in and of itself, be deemed  "inimical,  contrary or harmful to the interests of
the Company". Such Gain


                                      -19-
<PAGE>

shall be determined as of the date of the Realization  Event,  without regard to
any subsequent  change in the Fair Market Value of a share of Common Stock.  The
Company  shall have the right to offset such Gain against any amounts  otherwise
owed to the  participant  by the  Company  (whether as wages,  vacation  pay, or
pursuant to any benefit plan or other compensatory arrangement).


                                      -20-
<PAGE>

                                   ARTICLE III

                                  MISCELLANEOUS

3.1      Amendment of the Plan; Modification of Awards

         3.1.1 The Board may from time to time suspend,  discontinue,  revise or
amend the Plan in any respect  whatsoever,  except that no such amendment  shall
materially  impair any rights or materially  increase any obligations  under any
award  theretofore  made under the Plan  without the consent of the grantee (or,
after the grantee's  death,  the person having the right to exercise the award).
For purposes of this Section 3.1, any action of the Board or the Committee  that
alters or affects  the tax  treatment  of any award shall not be  considered  to
materially impair any rights of any grantee.

         3.1.2  Shareholder  approval of any amendment  shall be obtained to the
extent  necessary to comply with section 422 of the Code  (relating to incentive
stock options) or other applicable law or regulation.

         3.1.3  The  Committee  may  amend  any   outstanding   Plan  Agreement,
including,  without limitation,  by amendment which would accelerate the time or
times at which the award becomes  unrestricted or may be exercised,  or waive or
amend any goals, restrictions or conditions set forth in the Agreement. However,
any such amendment (other than an amendment pursuant to Section 3.7.2,  relating
to change in control) that materially impairs the rights or materially increases
the


                                      -21-
<PAGE>

obligations of a grantee under an outstanding  award shall be made only with the
consent of the grantee (or,  upon the  grantee's  death,  the person  having the
right to exercise the award).

3.2 Tax Withholding

         3.2.1 As a  condition  to the  receipt  of any  shares of Common  Stock
pursuant  to any  award or the  lifting  of  restrictions  on any  award,  or in
connection  with  any  other  event  that  gives  rise  to a  federal  or  other
governmental  tax withholding  obligation on the part of the Company relating to
an award  (including,  without  limitation,  FICA  tax),  the  Company  shall be
entitled to require that the grantee  remit to the Company an amount  sufficient
in the opinion of the Company to satisfy such withholding obligation.

         3.2.2 If the  event  giving  rise to the  withholding  obligation  is a
transfer of shares of Common  Stock,  then,  unless  otherwise  specified in the
applicable  Plan Agreement,  the grantee may satisfy the withholding  obligation
imposed under Section 3.2.1 by electing to have the Company  withhold  shares of
Common  Stock  having  a Fair  Market  Value  equal to the  amount  of tax to be
withheld. For this purpose, Fair Market Value shall be determined as of the date
on which the amount of tax to be  withheld  is  determined  (and any  fractional
share amount shall be settled in cash).


                                      -22-
<PAGE>

3.3      Restrictions

         3.3.1 If the Committee shall at any time determine that any consent (as
hereinafter  defined)  is  necessary  or  desirable  as a  condition  of,  or in
connection  with,  the  granting  of any award under the Plan,  the  issuance or
purchase of shares or other rights thereunder, or the taking of any other action
thereunder (each such action being hereinafter  referred to as a "plan action"),
then such plan action shall not be taken, in whole or in part,  unless and until
such consent  shall have been effected or obtained to the full  satisfaction  of
the Committee.

         3.3.2 The term "consent" as used herein with respect to any plan action
means (a) any and all  listings,  registrations  or  qualifications  in  respect
thereof upon any securities  exchange or under any federal,  state or local law,
rule or regulation,  (b) any and all written  agreements and  representations by
the grantee with respect to the  disposition  of shares,  or with respect to any
other matter,  which the Committee  shall deem  necessary or desirable to comply
with the terms of any such listing,  registration or  qualification or to obtain
an  exemption  from the  requirement  that any such  listing,  qualification  or
registration  be made and (c) any and all consents,  clearances and approvals in
respect of a plan action by any governmental or other regulatory bodies.


                                      -23-
<PAGE>

3.4 Non-assignability

         Except  to  the  extent  otherwise  provided  in  the  applicable  Plan
Agreement,  no award or right  granted  to any  person  under the Plan  shall be
assignable  or  transferable  other than by will or by the laws of  descent  and
distribution,  and all such awards and rights  shall be  exercisable  during the
life of the grantee only by the grantee or the grantee's legal representative.

3.5 Requirement of Notification of
    Election Under Section 83(b) of the Code

         If any grantee shall,  in connection  with the acquisition of shares of
Common Stock under the Plan, make the election  permitted under section 83(b) of
the Code  (that  is,  an  election  to  include  in gross  income in the year of
transfer the amounts specified in section 83(b)),  such grantee shall notify the
Company of such  election  within 10 days of filing  notice of the election with
the  Internal  Revenue  Service,  in  addition  to any filing  and  notification
required  pursuant to  regulations  issued  under the  authority of Code section
83(b).

3.6 Requirement of Notification Upon Disqualifying
    Disposition Under Section 421(b) of the Code

         If any grantee  shall make any  disposition  of shares of Common  Stock
issued  pursuant  to  the  exercise  of an  incentive  stock  option  under  the
circumstances  described  in  section  421(b) of the Code  (relating  to certain
disqualifying

                                      -24-
<PAGE>

dispositions),  such grantee shall notify the Company of such disposition within
10 days thereof.

3.7      Corporate Reorganization

         3.7.1 In the  event  of a merger  or  consolidation  ("Merger")  of the
Company  with  or  into  any  other   corporation  or  entity   ("Corporation"),
outstanding  awards shall be assumed or an  equivalent  option or right shall be
substituted  by such  successor  Corporation  or a parent or  subsidiary of such
successor Corporation,  unless the Committee determines,  in the exercise of its
sole discretion, to accelerate the date on which an award becomes exercisable or
fully vested. In the absence of an assumption or substitution of awards,  awards
shall,  to the extent not exercised,  terminate as of the date of the closing of
the Merger. For the purposes of this Section 3.7.1, an award shall be considered
assumed if, for every share of Common Stock subject thereto immediately prior to
the  merger,  the grantee has the right,  following  the Merger,  to acquire the
consideration  received in the merger transaction by holders of shares of Common
Stock  (and if  holders  were  offered  a choice of  consideration,  the type of
consideration  chosen by the holders of a majority of the  outstanding  shares);
provided,  however,  that if such  consideration  received in the Merger was not
solely common stock of the successor  Corporation  or its parent,  the Committee
may, with the consent of the successor Corporation and the participant,  provide
for the  consideration  to be acquired  pursuant to the award, for each share of
Common Stock subject thereto, to be


                                      -25-
<PAGE>

solely  common stock of the  successor  Corporation  or its parent equal in fair
market value to the per share consideration  received by holders of Common Stock
in the  Merger.  For  purposes  hereof,  the term  "Merger"  shall  include  any
transaction  in  which  another  Corporation  acquires  all  of the  issued  and
outstanding Common Stock of the Company.

         3.7.2  In the  event  all or  substantially  all of the  assets  of the
Company are  acquired  by another  Corporation  or in the event of the  proposed
dissolution or liquidation of the Company, all outstanding awards will terminate
immediately  prior to the  consummation  of such  transaction  or such  proposed
action,  unless otherwise  provided by the Committee.  The Committee may, in the
exercise of its sole discretion,  accelerate the date on which any award becomes
exercisable or fully vested and/or declare that any award shall  terminate as of
a specified date.

3.8 Right of Discharge Reserved

         Nothing  in the Plan or in any Plan  Agreement  shall  confer  upon any
grantee  the right to  continue in the employ of the Company or affect any right
which the Company may have to terminate such employment.


                                      -26-
<PAGE>

3.9      Nature of Payments

         3.9.1 Any and all  grants of awards and  issuances  of shares of Common
Stock under the Plan shall be in  consideration  of services  performed  for the
Company by the grantee.

         3.9.2  All  such  grants  and  issuances  shall  constitute  a  special
incentive  payment  to the  grantee  and  shall  not be taken  into  account  in
computing the amount of salary or compensation of the grantee for the purpose of
determining any benefits under any pension, retirement,  profit-sharing,  bonus,
life  insurance  or other  benefit  plan of the  Company or under any  agreement
between the Company and the grantee,  unless such plan or agreement specifically
provides otherwise.

3.10  Non-Uniform Determinations

         The Committee's  determinations  under the Plan 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). Without limiting the generality of the foregoing, the Committee shall
be  entitled,   among  other   things,   to  make   non-uniform   and  selective
determinations,  and to enter into non-uniform and selective Plan agreements, as
to (a) the  persons  to  receive  awards  under  the  Plan,  (b) the  terms  and
provisions of awards under the Plan,  and (c) the treatment of leaves of absence
pursuant to Section 1.6.4.


                                      -27-
<PAGE>

3.11  Other Payments or Awards

         Nothing  contained  in the Plan  shall be deemed in any way to limit or
restrict  the Company  from making any award or payment to any person  under any
other plan,  arrangement or understanding,  whether now existing or hereafter in
effect.

3.12  Section Headings

         The  section  headings  contained  herein are for the purpose of conve-
nience  only and are not  intended  to  define  or  limit  the  contents  of the
sections.

3.13 Effective Date and Term of Plan

         3.13.1 The Plan was adopted by the Board on June 18,  1997,  subject to
approval by the Company's shareholders.  All awards under the Plan prior to such
shareholder  approval are subject in their  entirety to such  approval.  If such
approval is not obtained prior to the first  anniversary of the date of adoption
of the Plan, the Plan and all awards thereunder shall terminate on that date.

         3.13.2 Unless sooner  terminated  by the Board,  the  provisions of the
Plan  respecting the grant of incentive stock options shall terminate on the day
before the tenth  anniversary  of the adoption of the Plan by the Board,  and no
incentive  stock option  awards  shall  thereafter  be made under the Plan.  All
awards made under the Plan prior to its termination shall remain in effect until
such awards


                                      -28-
<PAGE>

have been satisfied or terminated in accordance with the terms and provisions of
the Plan and the applicable Plan Agreements.

3.14  Governing Law

         All  rights  and  obligations  under the Plan  shall be  construed  and
interpreted in accordance with the laws of the State of Maryland, without giving
effect to principles of conflict of laws.

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