<PAGE>   1
                               EXHIBIT 10(a)(3)

                             AMENDMENT TO THE 1991
                            TECNOL STOCK OPTION PLAN
                             ADOPTED JUNE 20, 1996


       The Company's Board of Directors approved an amendment to the 1991
Tecnol Stock Option Plan (the "Plan") at its meeting held on June 20, 1996.
The effect of the Amendment was to amend and restate Section 14 of the Plan to
read as follows:

       14.    Changes in the Company's Capital Structure.

       A. The existence of outstanding Options will not affect in any way the
right or power of  the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights of the Common Stock,
or the dissolution or liquidation of the Company, or any sale or transfer of
all or any part of its assets or business, or any other corporate act or
proceeding, whether of  a similar character or otherwise.

       If the Company effects a subdivision or consolidation of shares or other
capital readjustment, pays a stock dividend, or otherwise increases or reduces
the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services, or property, then (a) if the number
of such shares outstanding is increased, then the number of shares of Common
Stock then subject to Options under this Plan will be proportionately
increased, and the Option price per share will be proportionately reduced; (b)
if the number of such shares outstanding is reduced, then the number of shares
of Common Stock then subject to Options under this Plan will be proportionately
reduced, and the option price per share will be proportionately increased; and
(c) the number of shares then available for Options under this Plan will be
proportionately increased or decreased.

       Except as herein expressly provided, the Company's issuance of shares of
stock of any class, or securities convertible into shares of stock of any
class, for cash, property, labor, or services, either upon direct sale, upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, will not affect, and no adjustment by reason thereof will be made
with respect to, the number or price of shares of Common Stock then subject to
outstanding Options.

       B. If, while unexercised Options remain outstanding under the Plan, the
Company is merged or consolidated with another corporation or entity (whether
or not the Company is the surviving corporation or entity) or if the Company
sells or otherwise disposes of substantially all of its assets to another
business entity or if the Company liquidates or dissolves, then subject to the
provisions of clauses (i) and (ii) below and subject to any required action by
stockholders, after the effective date of such merger, consolidation,
liquidation, dissolution, or sale, as the case may be, each holder of an
outstanding Option will be entitled, upon exercise of such Option, at no
additional cost, to receive, in lieu of the number of shares for which such
Option would otherwise then be exercisable, the number and class of shares of
stock or other
<PAGE>   2
securities (or cash or other property) to which such holder would have been
entitled pursuant to the terms of such merger, liquidation, dissolution,
consolidation or sale if, immediately prior to such merger, liquidation,
dissolution, consolidation or sale, the holder had been the record holder of a
number of shares of Common Stock equal to the number of shares for which such
Option is exercised.

       Under the conditions set forth herein, the board of directors may, but
is not obligated to, cancel Options outstanding as of the effective date of any
such merger, consolidation, dissolution, liquidation, or sale.  If the Company
is the surviving corporation or entity as of the effective date of such a
merger or consolidation, the board of directors may, but is not obligated to,
cancel all Options granted after June 20, 1996, and outstanding as of the
effective date of such merger or consolidation;  if the Company is not the
surviving corporation or entity, or in the event of a liquidation, dissolution
or sale, the board of directors may, but is not obligated to, cancel all
Options outstanding as of the effective date of such merger, consolidation,
liquidation, dissolution, or sale, provided that

       (x)  notice of such cancellation is given to each holder of such an
Option; and

       (y)  each holder of such an Option has the right to exercise such Option
to the "Applicable Extent", during a 30- day period preceding the effective
date of such merger, liquidation, dissolution, consolidation, or sale, or, if
notice has been given pursuant to clause (ii) below, during the 30-day period
beginning on the date such notice is given.  If the Option in question was
granted on or before June 20, 1996, then the "Applicable Extent" is the full
extent to which such Option is exercisable, without regard to any limitations
set forth in or imposed pursuant to Paragraph 7 of this Plan.  In all other
cases, the "Applicable Extent" is the extent to which an Option is otherwise
exercisable and vested by its terms as of the date notice of cancellation of
such Option is given to the holder thereof, after giving effect to any action
of the board of directors pursuant to clauses (i) or (ii) below.

       In the event of such a merger or consolidation (whether or not the
Company is the surviving corporation or entity), or a liquidation, dissolution,
or sale, and regardless of whether options outstanding under this Plan are
subject to cancellation pursuant to the terms of the preceding paragraph, the
board of directors may, but is not obligated to:

       (i)  waive any limitations set forth in or imposed pursuant to Paragraph
7 of this Plan so that all Options, from and after a date prior to the
effective date of the merger, consolidation, liquidation, dissolution, or sale,
as the case may be, specified by the board of directors, will be exercisable in
full; or

       (ii) restrict the number of shares of Common Stock (or, if applicable,
other shares of stock, securities, cash or property) issuable upon exercise of
each Option granted after June 20, 1996, and outstanding immediately prior to
the effective time of such merger, consolidation, liquidation, dissolution, or
sale, to the number of shares of Common Stock (or, if applicable, other shares
of stock, securities, cash or property) for which each such Option is
exercisable immediately prior to such effective time, giving full effect to the
limitations set forth in or imposed pursuant to Paragraph 7 of this Plan,
provided that the board of directors acts to impose such restriction prior to
the effective time of such merger, liquidation, dissolution, consolidation or
sale and gives notice of such restriction to each holder of such an Option not
later than ten (10) days after the effective date of such merger,
consolidation, liquidation, dissolution, or sale.