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                                                                 EXHIBIT 10.2(e)
                                                                 ---------------

               NON-QUALIFIED STOCK OPTION AND REPURCHASE AGREEMENT
                                EKCO GROUP, INC.

                  AGREEMENT made as of the ____ day of ___________, 199_ (the
"Grant Date"), between Ekco Group, Inc. (the "Company"), a Delaware corporation
having a principal place of business in Nashua, New Hampshire, and [NAME AND
ADDRESS OF Optionee], a [BOARD MEMBER] ("[BOARD MEMBER]") of the Company. The
term the "[BOARD MEMBER]" as used in this Agreement shall include, where the
context so requires, the legal representatives of the [BOARD MEMBER], and/or any
person or persons who acquired the [BOARD MEMBER]'s rights hereunder by will or
by the laws of descent and distribution.

                  WHEREAS, the Company desires to grant to the [BOARD MEMBER] an
Option to purchase shares of its common stock of a par value of $.01 a share
(the "Shares") under and for the purposes of the Company's 1987 Stock Option
Plan, as amended (the "Plan") pursuant to Article XII thereof as a non-qualified
stock option;

                  WHEREAS, the Company and the [BOARD MEMBER] understand and
agree that any terms used herein have the same meanings as in the Plan;

                  NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:

         1.       GRANT OF OPTION

                  The Company hereby irrevocably grants to the [BOARD MEMBER]
the right and option to purchase at one time or from time to time all or any
part of an aggregate of _______________ (______) Shares, subject to adjustment
as provided in the Plan, on the terms and conditions and subject to all the
limitations set forth herein and in the Plan, which is incorporated herein by
reference. The [BOARD MEMBER] acknowledges receipt of a copy of the Plan.

         2.       PURCHASE PRICE

                  The purchase price of the Shares covered by this Option shall
be ___________ Dollars ($______) per Share, subject to adjustment as provided in
the Plan (the "Purchase Price").

         3.       EXERCISE OF OPTION

         (a)      The Option granted hereby shall be exercisable immediately,
within the term set forth in Section 4 below, subject to the provisions of this
Agreement.

         (b)      Notwithstanding the provisions of the foregoing Subsection (a)
and except as otherwise provided herein or in the Plan, if the [BOARD MEMBER]
ceases to be an [BOARD MEMBER] of the Company or of an Affiliate for any reason,
then if such termination occurs:

           (i) during the period on or after the Grant Date and before the date
         which is twelve months thereafter (the "First Anniversary Date") and
         the [BOARD MEMBER] has theretofore exercised this Option for any
         Shares, then the [BOARD MEMBER] shall sell to the Company and the
         Company shall purchase from the [BOARD MEMBER] those Shares from the
         [BOARD MEMBER] at the price paid by the [BOARD MEMBER] upon exercise;

           (ii) during the period on or after the First Anniversary Date and
         before the date which is twelve months thereafter (the "Second
         Anniversary Date") and the [BOARD MEMBER] has theretofore exercised
         this Option for more than [ONE THIRD OF THE NUMBER OF SHARES GRANTED]
         ( ) Shares, then the [BOARD MEMBER] shall sell to the Company and the
         Company shall purchase from the [BOARD MEMBER] that number of Shares
         equal to the amount by which the number of Shares purchased by the
         [BOARD MEMBER] pursuant to this Option exceeds


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         [ONE THIRD OF THE NUMBER OF SHARES GRANTED] ( ) Shares at the price
         paid by the [BOARD MEMBER] upon exercise; or

           (iii) during the period on or after the Second Anniversary Date and
         before the date which is twelve months thereafter (the "Third
         Anniversary Date") and the [BOARD MEMBER] has theretofore exercised
         this Option for more than [TWO THIRDS OF THE NUMBER OF SHARES GRANTED]
         ( ) Shares, then the [BOARD MEMBER] shall sell to the Company and the
         Company shall purchase from the [BOARD MEMBER] that number of Shares
         equal to the amount by which the number of Shares purchased by the
         [BOARD MEMBER] pursuant to this Option exceeds [TWO THIRDS OF THE
         NUMBER OF SHARES GRANTED] ( ) Shares at the price paid by the [BOARD
         MEMBER] upon exercise.

         (c)      Notwithstanding the foregoing, in the event the [BOARD MEMBER]
ceases to be a [BOARD MEMBER] of the Company as a result of death, the Purchase
Obligation (as hereinbelow defined) shall cease and terminate.

         (d)      Notwithstanding the foregoing provisions of this Section 3,
but subject to the other provisions of this Agreement and the Plan, the Purchase
Obligation shall cease and terminate in the event of, and immediately upon, a
Change of Control that occurs at any time before the [BOARD MEMBER] has ceased
to be a [BOARD MEMBER] of the Company. As used herein, a "Change of Control"
shall be deemed to have occurred (i) if any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
[the "1934 Act"]) becomes the beneficial owner (within the meaning of Rule 13d-3
under the 1934 Act) of securities of the Company representing fifteen percent
(15%) or more of the combined voting power of the Company's then outstanding
securities; or (ii) if the stockholders of the Company approve any merger of, or
consolidation involving, the Company in which the Company's stock is converted
into securities of another corporation or into cash and such merger or
consolidation shall be consummated, or the stockholders of the Company approve
any plan of complete liquidation of the Company (whether or not in connection
with a sale of all or substantially all of the Company's assets) and such
liquidation is consummated, excluding in each case a transaction solely for the
purpose of reincorporating the Company in a different jurisdiction or
recapitalizing the Company's stock or a merger of the Company in which the
holders of the voting stock of the Company immediately prior to the merger have
the same proportionate ownership of voting stock of the surviving corporation
immediately after the merger.

         (e)      The obligation of the Company to purchase Shares pursuant to
this Section 3 is hereinafter referred to as the "Purchase Obligation" and such
Shares are hereinafter referred to as the "Purchase Stock."

         (f)      The [BOARD MEMBER] acknowledges that if he exercises this
Option and any of the Shares so purchased are subject to the Purchase
Obligation, then such Shares will be restricted shares and that the difference
between the fair market value of such Shares on the date the Purchase Obligation
lapses as to such Shares and the aggregate purchase price for such Shares will
be classified as compensation income, unless the [BOARD MEMBER] files an
election under Section 83(b) of the Internal Revenue Code of 1986, as amended,
with the Internal Revenue Service within thirty (30) days of the acquisition of
such Shares. If such election is filed, the difference between the fair market
value of such Shares and the aggregate purchase price of such Shares will be
treated as compensation income as of the date of purchase. This acknowledgment
should not be understood as a substitute for the [BOARD MEMBER] consulting with
his own tax advisors and the [BOARD MEMBER] is urged to do so prior to any
exercise of this Option.

         4.       TERM OF OPTION

         (a)      This Option shall terminate ten (10) years from the Grant Date
of this Option, but shall be subject to earlier termination as provided herein
or in the Plan.

         (b)      If the [BOARD MEMBER] ceases to be a [BOARD MEMBER] of the
Company or of an Affiliate (for any reason other than death or termination by
the Company or an Affiliate for cause), then the [BOARD MEMBER] may exercise
this Option (subject to the provisions herein and in the Plan regarding exercise
of the Option) but only within six (6) months and one (1) day after the date on
which the [BOARD MEMBER] ceased to be a [Board Member], provided, however, (i)
in no event may this Option be exercised any later than ten (10) years after the
Grant Date of this Option,


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and (ii) immediately upon the [BOARD MEMBER]'s ceasing to be a [BOARD MEMBER],
this Option shall cease to be exercisable for any number of Shares which if
purchased immediately following such termination would be subject to the
Company's Purchase Obligation. The provisions of this paragraph, and not the
provisions of Subsection 4(c), shall apply to the [BOARD MEMBER] if the [BOARD
MEMBER] subsequently dies after the termination of the [DIRECTORSHIP]; however,
in such case of the [BOARD MEMBER]'s death, the [BOARD MEMBER]'s Survivors may
exercise this Option within six (6) months after the date of the [BOARD
MEMBER]'s death, but in no event beyond ten (10) years after the Grant Date of
this Option.

         If the [BOARD MEMBER]'s [DIRECTORSHIP] is terminated for "cause," the
[BOARD MEMBER] shall forthwith upon such termination cease to have any right to
exercise this Option. For purposes of this Subsection 4(b), "cause" shall be
deemed to include (but shall not be limited to) dishonesty with respect to the
Company or any Affiliate, substantial malfeasance or non-feasance of duty,
unauthorized disclosure of confidential information, or conduct substantially
prejudicial to the business or reputation of the company or any Affiliate.

         5.       NON-ASSIGNABILITY

                  This Option shall not be transferable by the [BOARD MEMBER]
otherwise than by will or by the laws of descent and distribution and shall be
exercisable, during the [BOARD MEMBER]'s lifetime, only by the [BOARD MEMBER]
(or his duly appointed legal representative). This Option shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of
this Option or of any rights granted hereunder contrary to the provisions of
this Section 5, or the levy of any attachment or similar process upon this
Option or such rights, shall be null and void.

         6.       EXERCISE OF OPTION AND ISSUE OF SHARES

                  This Option may be exercised, in whole or in part, at one time
or from time to time (to the extent that it is exercisable in accordance with
its terms) by giving written notice to the Company. Such written notice shall be
signed by the person exercising this Option, shall state the number of Shares
with respect to which this Option is being exercised, shall contain any warranty
required by Section 7 below, and shall otherwise comply with the terms and
conditions of this Agreement and the Plan. Such notice must be received by the
Company within the relevant exercise period specified in Section 4 of this
Agreement. Such notice shall either: (i) be accompanied by payment of the full
purchase price of such Shares, in which event the Company, subject to the
provisions of Section 7, shall deliver a certificate or certificates
representing such Shares as soon as practicable after the notice shall be
received, or (ii) fix a date (not less than five nor more than ten business days
after such notice shall be received by the Company, which date must be within
the relevant exercise period specified in Section 4 of this Agreement) for the
payment of the full purchase price of such Shares against delivery subject to
the provisions of Section 7, of a certificate or certificates representing such
Shares. Payment of such purchase price shall, in either case, be made by check
payable to the order of the Company, or in such other manner as the Committee
shall permit. The certificate or certificates for the Shares as to which this
Option shall have been so exercised shall be registered in the name of the
person or persons so exercising this Option and shall be delivered as provided
above to the person or persons exercising this Option. All Shares that shall be
purchased upon the exercise of this Option as provided herein shall be fully
paid and non-assessable.

                  The Company shall pay all original issue taxes with respect to
the issue of the Shares pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection herewith. Except as
specifically set forth herein, the holder acknowledges that any income or other
taxes due from him with respect to this Option or the shares issuable pursuant
to this Option shall be the responsibility of the holder. The holder of this
Option shall have rights as a shareholder only with respect to any Shares
covered by this Option after due exercise of this Option and tender of the full
exercise price for the Shares being purchased pursuant to such exercise.
Pursuant to the Plan, the Company shall make delivery of the Shares against
payment of the Option price therefor.

         7.       RESTRICTIONS ON TRANSFER OF SHARES; DETAILS OF THE PURCHASE
                  OBLIGATION


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         (a) Any Shares which are subject to the Purchase Obligation shall not
be transferred by the [BOARD MEMBER] except as permitted herein. Until the
termination of this Agreement, the Shares which are subject to the Purchase
Obligation may not be transferred by the [BOARD MEMBER] unless and until the
transferee agrees, in a form satisfactory to the Company, to be bound by this
Agreement and to sell any transferred Shares to the Company as herein provided.

         (b) Within sixty (60) days following the date the [BOARD MEMBER] ceases
to be a [BOARD MEMBER] and if the [BOARD MEMBER] holds any Purchase Stock, then,
the Company shall give to the [BOARD MEMBER] a written notice specifying a date
for the Closing for the sale by the [BOARD MEMBER] and the purchase by the
Company of the Purchase Stock, which date shall be not more than ten (10)
business days after the giving of such notice. The Closing shall take place at
the Company's principal offices in New Hampshire, or such other location as the
Company may reasonably designate in such notice. If the company shall fail to
give the notice provided for above, within the specified period of time, then
the Closing shall be on the ninetieth (90th) day following the date the [BOARD
MEMBER] ceased to be a [BOARD MEMBER] or if not a business day, the next
business day.

         (c) At the Closing, the [BOARD MEMBER] shall deliver the Purchase Stock
being purchased by the Company against the simultaneous delivery to the [BOARD
MEMBER] of the purchase price (by certified or bank cashier's check or in such
other form as mutually agreed to) for the number of shares of the Purchase Stock
then being purchased. In the event that the [BOARD MEMBER] fails so to deliver
the shares of Purchase Stock to be purchased, the Company may elect (i) to
establish a segregated account in the amount of the Purchase Price, such account
to be turned over to the [BOARD MEMBER] upon delivery of such shares of Purchase
Stock, and (ii) immediately to take such action as is appropriate to transfer
record title of such of the Purchase Stock from the [BOARD MEMBER] to the
Company and to treat the [BOARD MEMBER] and such shares of the Purchase Stock in
all respects as if delivery of such shares of the Purchase Stock had been made
as required by this Agreement. The [BOARD MEMBER] hereby irrevocably grants the
Company a power of attorney for the purpose of effectuating the terms of the
preceding sentence.

         (d) If the Company shall pay a stock dividend or declare a stock split
on or with respect to any of the Company's Common Stock, or otherwise distribute
securities of the Company to the holders of its Common Stock, whether before or
after the exercise of this Option, the number of shares of stock or other
securities of the Company issued with respect to the Purchase Stock then subject
to the Purchase Obligation shall be added to the Purchase Stock then subject to
the Purchase Obligation without any change in the aggregate purchase price. If
the Company shall distribute to its stockholders shares of stock of another
corporation, the shares of stock of such other corporation distributed with
respect to the Purchase Stock then subject to the Purchase Obligation shall be
added to the Purchase Stock covered by the Purchase Obligation without any
change in the aggregate purchase price. Without limiting the generality of the
foregoing, the [BOARD MEMBER] shall be entitled to retain any and all cash
dividends paid by the Company on the Shares.

         (e) If the outstanding shares of Common Stock of the Company shall be
subdivided into a greater number of shares or combined into a smaller number of
shares, or in the event of a reclassification of the outstanding shares of
Common Stock of the Company, or if the Company shall be a party to any capital
reorganization, whether before or after the exercise of this Obligation, there
shall be substituted for the Purchase Stock then covered by the Purchase
Obligation such amount and kind of securities as are issued in such subdivision,
combination, reclassification, or capital reorganization in respect of the
Purchase Stock subject to the Purchase Obligation immediately prior thereto,
without any change in the aggregate purchase price.

         (f) If the Company shall be completely liquidated, then the Purchase
Obligation shall cease and terminate as of the date of such liquidation and the
[BOARD MEMBER] shall hold the Shares free of the Purchase Obligation.

         (g) The Company shall not be required to transfer any Shares on its
books which shall have been sold, assigned or otherwise transferred in violation
of this Agreement, or to treat as owner of such Shares, or to accord the right
to vote as such owner or to pay dividends to, any person or organization to
which any such Shares shall have been sold, assigned or otherwise transferred,
from and after any sale, assignment or transfer of any Shares made in violation
of this Agreement.


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         (h) All certificates representing any Shares to be issued to the [BOARD
MEMBER] pursuant to the exercise of this Option which are subject to the
Purchase Obligation shall have endorsed thereon a legend substantially as
follows:

         "The shares represented by this certificate are subject to a Stock
         Option and Repurchase Agreement dated as of ________, 1997 between the
         Corporation and [NAME OF BOARD MEMBER], a copy of which Agreement is
         available for inspection at the principal offices of the Company or
         will be made available without charge upon request."

         (i) This Article 7 shall not restrict the transfer by the [BOARD
MEMBER] of shares, if any, which are not acquired pursuant to the exercise of
this Option or which are not, or cease to be, subject to the Purchase Obligation
in accordance with the terms hereof.

         8.       PURCHASE FOR INVESTMENT

                  Unless the offering and sale of the Shares to be issued upon
the particular exercise of this Option shall have been effectively registered
under the Securities Act of 1933, as now in force or hereafter amended, or any
successor legislation (the "Act"), the Company shall be under no obligation to
issue the Shares covered by such exercise unless and until the following
conditions have been fulfilled:

         (a)      The person(s) who exercise this Option shall warrant to the
                  Company, at the time of such exercise, that such person(s) are
                  acquiring such Shares for his or her own account, for
                  investment and not with a view to, or for sale in connection
                  with, the distribution of any such Shares, in which event the
                  person(s) acquiring such Shares shall be bound by the
                  provisions of the following legend which shall in
                  substantially the following form be endorsed upon the
                  certificate(s) evidencing the option Shares issued pursuant to
                  such exercise:

                  "The shares represented by this certificate have been taken
                  for investment and they may not be sold or otherwise
                  transferred by any person, including a pledgee, in the absence
                  of an effective registration statement for the shares under
                  the Securities Act of 1933 or an opinion of counsel
                  satisfactory to the Company that an exemption from
                  registration is then available."

         (b)      The Company shall have received an opinion of its counsel that
                  the Shares may be issued upon such particular exercise in
                  compliance with the Act without registration thereunder.

Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until completion of any action or obtaining of any consent, which
the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

         9.       REGISTRATION RIGHTS

         (a)      In the event that the Company has an effective registration
statement covering the sale and resale of securities issued pursuant to the
Plan, then the [BOARD MEMBER] agrees to sign a waiver in substantially the
following form:

         "For so long as a registration statement under the Securities Act of
         1933, as amended, is in effect covering the sale and resale of
         securities issued pursuant to the 1987 Stock Option Plan of Ekco Group,
         Inc. (the "Company"), the undersigned [Board Member] waives his rights
         to require the Company to file a registration statement pursuant to
         Section 9 of the Non-Qualified Stock Option and Repurchase Agreement
         dated as of October 28, 1997, between the undersigned [BOARD MEMBER]
         and the Company."

         (b)      The [BOARD MEMBER] acknowledges that option agreements have
been executed by the Company with one hundred twenty one (121) employees of the
Company and its Affiliates of the Company and may be executed with other
employees, Board Members and Consultants (collectively "Other Holders"), each
containing or to contain a section substantially identical to this Section 9.
Subject to the terms hereinafter set forth, at any time after the Grant Date,
the


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holder shall have the right, by written notice to the Company, to require the
Company to file and use its best efforts to cause to become effective a
registration statement under the Securities Act of 1933, as amended (the "Act")
on Form S-8, Form S-2 or Form S-3 or other like form, if available, covering
such number of Shares acquired or to be acquired prior to the effective date of
such registration statement, subject to the limitations that (i) the Company
shall be required to file no more than an aggregate of two (2) registration
statements pursuant to such notices and/or pursuant to notices received from
Other Holders, and (ii) if, in the opinion of counsel to the Company, the holder
can then sell, subject to such limitations as to the number of Shares which may
be sold as may be imposed by Rule 144 under the Act or any successor rule,
Shares requested to be included in any such registration statement, without such
registration, the Company need not so register such Shares. In no event will the
Company be required to register Shares which are subject to the Purchase
Obligation. The Company agrees to promptly notify a holder in the event that it
receives notices from any of the Other Holders requiring it to file a
registration statement and to permit the holder to require the Company to
include Shares owned by the holder in such registration statement, subject to
the limitations set forth above.

         (c) In connection with any registration statement pursuant to this
         Section 9:

         (i) the holder will furnish to the Company in writing such appropriate
         information as the Company, or the Securities and Exchange Commission
         (the "Commission") or any other regulatory authority may request;

         (ii) the holder agrees to execute, deliver and/or file with or supply
         to the Company, the Commission, any underwriters and/or any state or
         other regulatory authority such information, documents,
         representations, undertakings and/or agreements necessary to carry out
         the provisions of the registration agreements contained in this
         Agreement and/or to effect the registration or qualification of the
         Shares under the Act and/or any of the laws and regulations of any
         state or governmental instrumentality;

         (iii) the Company will furnish to the holder of Shares included in the
         registration statement such number of copies of such prospectus
         (including each preliminary, amended or supplemental prospectus) as the
         holder may reasonably request; and

         (iv) in the event an offering of securities by the Company is pending,
         the Company shall have the right to require that the holder delay any
         offering of Shares for a period of ninety (90) days after the effective
         date of such pending offering (upon the Company's having first
         delivered to the holder the written opinion of its principal
         underwriter, or if there be none, then from an officer of the Company
         based upon a good faith resolution of the Board of Directors to the
         effect that the offering of such Shares will have an adverse effect on
         the marketing of such pending offering).

         (d) The Company will pay all of its out-of-pocket expenses and
disbursements in connection with any registration statement filed under this
Section 9, including, without limitation, printing expenses, fees of the
Company's counsel and auditors, registration fees, blue sky fees and similar
costs to the extent permitted by state and regulatory authorities.

         (e) The Company will be obligated to keep any registration statement
filed by it under this Section 9 effective under the Act for a period of ninety
(90) days after the actual effective date of such registration statement and to
prepare and file such supplements and amendments necessary to maintain an
effective registration statement for such period. As a condition to the
Company's obligation under this Subsection (e), the holder will execute and
deliver to the Company such written undertakings as the Company and its counsel
may reasonably require in order to assure full compliance with relevant
provisions of the Act.

         (f) The Company will use its best efforts to register or qualify the
Shares covered by a registration statement filed pursuant hereto under such
securities or Blue Sky laws in such jurisdictions within the United States as
the holder may reasonably request, provided, however, that the Company reserves
the right, in its sole discretion, not to register or qualify such stock in any
jurisdiction where such stock does not meet with the requirements of such
jurisdiction or where the Company is required to qualify as a foreign
corporation to do business in such jurisdiction and is not so qualified therein
or is required to file any general consent to service of process.


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<PAGE>   7
         (g) In the event that a holder has not sold all of his Shares on or
prior to the expiration of the period specified in Subsection (e) above, the
holder hereby agrees that the Company may deregister by post-effective amendment
any of his Shares covered by the registration statement or notification but not
sold on or prior to such date. The Company agrees that it will notify the holder
of the filing and effective date of such post-effective amendment.

         (h) The holder agrees that upon notification by the Company that the
prospectus in respect to any public offering covered by the provisions hereof is
in need of revision, the holder will immediately upon receipt of such
notification (i) cease to offer or sell any securities of the Company which must
be accompanied by such prospectus; (ii) return to the Company all such
prospectuses in the hands of the holder; and (iii) not offer or sell any
securities of the Company until the holder has been provided with a current
prospectus and the Company has given the holder notification permitting the
holder to resume offers and sales.

         10. NOTICES

                  Any notices required or permitted by the terms of this
Agreement or the Plan shall be given by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

         To the Company:             Ekco Group, Inc.
                                     98 Spit Brook Road
                                     Nashua, New Hampshire 03062
                                     Attention:  Associate General Counsel

         To the [BOARD MEMBER]:      To [BOARD MEMBER]'s last address in the
                                     records of the Company

or to such other address as either party furnishes to the other by like notice.
Any such notice shall be deemed to have been given when mailed in accordance
with the foregoing provisions.

         11. GOVERNING LAW

                  This Agreement shall be construed and enforced in accordance
with the law of the State of New Hampshire, except to the extent the law of the
State of Delaware may be applicable.

         12. BENEFIT OF AGREEMENT

                  This Agreement shall be for the benefit of and shall be
binding upon the heirs, executors, administrators, legal representatives and
successors of the parties hereto, except as otherwise provided herein.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and delivered by its duly authorized officer and its corporate seal to
be hereunto affixed and the [Board Member] has hereunto set his hand and seal
all as of the day and year first above written in duplicate originals.

                                               EKCO GROUP, INC.

[SEAL]
                                               BY
                                                 ------------------------

                                               TITLE
                                                    ---------------------


                                               --------------------------
                                               [BOARD MEMBER]


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<PAGE>   8



                                   SCHEDULE TO
           FORM OF NON-QUALIFIED STOCK OPTION AND REPURCHASE AGREEMENT
                                EKCO GROUP, INC.

         The following persons each have a Non-Qualified Stock Option and
Repurchase Agreement with the Company which is identical in form to the
foregoing Form of Non-Qualified Stock Option and Repurchase Agreement, and the
following information specifies the grant date, number of shares granted and
exercise price of each such option:

                                                   No. of Shares
NAME AND POSITION                   GRANT DATE     GRANTED        EXERCISE PRICE
-----------------                   ----------     -------------  --------------

George W. Carmany, III, Director     10-28-97      10,000         $ 6.46875

Michael G. Frieze, Director          10-28-97      10,000           6.46875

Avram J. Goldberg, Director          10-28-97      10,000           6.46875

T. Michael Long, Director            10-28-97      10,000           6.46875

Stuart B. Ross, Director             10-28-97      10,000           6.46875

Bill W. Sorenson, Director           10-28-97      10,000           6.46875

Herbert M. Stein, Director           10-28-97      10,000           6.46875