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                  1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

         Chart Industries, Inc., hereinafter referred to as the "Company,"
hereby adopts a stock option plan for eligible Directors of the Company
(hereinafter referred to sometimes as "Optionees") pursuant to the following
terms and provisions:

         1. PURPOSE OF THE PLAN. The purpose of this plan, hereinafter
referred to as the "Plan," is to provide additional incentive to those
Directors of the Company who are not employees of the Company or any of its
subsidiaries or affiliates by encouraging them to acquire a new or an
additional share ownership in the Company, thus increasing their proprietary
interest in the Company's business and providing them with an increased
personal interest in the Company's continued success and progress. These
objectives will be promoted through the grant of options to acquire Common
Stock, par value $.01 per share (the "Common Stock"), of the Company pursuant
to the terms of the Plan. Only those Directors who meet the qualifications
stated above are eligible for and shall receive options under this Plan.

         2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective upon
the date this Plan is approved by holders of a majority of the outstanding
shares of voting capital stock of the Company which is present and entitled
to vote thereon at a meeting or otherwise. In the case that the Company's
stockholders have not approved the Plan within twelve (12) months after the
date the Plan is adopted by the Board of Directors, the Plan and the options
granted hereunder shall be null and void.

         3. SHARES SUBJECT TO THE PLAN. The shares to be issued upon the
exercise of the options granted under the Plan shall be shares of Common
Stock of the Company. Either treasury or authorized and unissued shares of
Common Stock, or both, as the Board of Directors

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shall from time to time determine, may be so issued. No shares of Common
Stock which are subject of any lapsed, expired or terminated options may be
made available for reoffering under the Plan. If an option granted under this
Plan is exercised pursuant to the terms and conditions of subsection 5(b),
any shares of Common Stock which are the subject thereof shall not thereafter
be available for reoffering under the Plan.

         Subject to the provisions of the next succeeding paragraph of this
Section 3, the aggregate number of shares of Common Stock for which options
may be granted under the Plan shall be Fifty Thousand (50,000) shares of
Common Stock.

         In the event that subsequent to the date of effectiveness of the
Plan, the Common Stock should, as a result of a stock split, stock dividend,
combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization or other such change, be increased or decreased or changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation, then (i) there shall
automatically be substituted for each share of Common Stock subject to an
unexercised option (in whole or in part) granted under the Plan, each share
of Common Stock available for additional grants of options under the Plan and
each share of Common Stock made available for grant to each eligible Director
pursuant to Section 4 hereof, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock shall be changed
or for which each such share of Common Stock shall be exchanged, (ii) the
option price per share of Common Stock or unit of securities shall be
increased or decreased proportionately so that the aggregate purchase price
for the securities subject to the option shall remain the same as immediately
prior to such event and (iii) the Board shall make such other adjustments as
may be appropriate and equitable to prevent enlargement or


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dilution of option rights. Any such adjustment may provide for the
elimination of fractional shares.

         4.       GRANT OF OPTIONS.

         (a) INITIAL AUTOMATIC GRANT. Subject to the terms of the Plan, each
eligible Director shall be granted a non-qualified stock option for 10,000
shares of Common Stock on the later of (1) the date of stockholder approval
of the Plan or (2) the effective date of such Director's initial election as
a member of the Board of Directors. Such grant shall occur automatically
without any further action by the Board of Directors.

         (b) OPTION PRICE. The price at which each share of Common Stock may
be purchased pursuant to an option granted under the Plan shall be equal to
the "fair market value" (as determined pursuant to Section 7) for each such
share as of the date on which the option is granted (the "Date of Grant"),
but in no event shall such price be less than the par value of such shares of
Common Stock. Anything contained in this subsection (b) to the contrary
notwithstanding, in the event that the number of shares of Common Stock
subject to any option is adjusted pursuant to Section 3, a corresponding
adjustment shall be made in the price at which the shares of Common Stock
subject to such option may thereafter be purchased.

         (c) DURATION OF OPTIONS. Each option granted under the Plan shall
expire and all rights to purchase shares of Common Stock pursuant thereto
shall cease on the date (the "Expiration Date") which shall be tenth
anniversary of the Date of Grant of such option.

         (d) VESTING OF OPTIONS. Each option granted under the Plan shall be
exercisable on each anniversary of the Date of Grant for up to a maximum of
thirty-three and one-third percent (33-1/3%) of the total number of shares of
Common Stock subject to the option, which annual rights of exercise shall be
cumulative.


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         5.       OPTION PROVISIONS.

         (a) LIMITATION ON EXERCISE AND TRANSFER OF OPTIONS. Only the
Director to whom the option is granted may exercise the same except where a
guardian or other legal representative has been duly appointed for such
Director and except as otherwise provided in the case of such Director's
death. No option granted hereunder shall be transferable otherwise than by
the Last Will and Testament of the Director to whom it is granted or, if the
Director dies intestate, by the applicable laws of descent and distribution.
No option granted hereunder may be pledged or hypothecated, nor shall any
such option be subject to execution, attachment or similar process.

         (b) EXERCISE OF OPTION. Each option granted hereunder may be
exercised in whole or in part (to the maximum extent then exercisable) from
time to time during the option period, but this right of exercise shall be
limited to whole shares. Options shall be exercised by the Optionee (i)
giving written notice to the Secretary of the Company at its principal
business office, by certified mail, return receipt requested, of intention to
exercise the same and the number of shares with respect to which the Option
is being exercised (the "Notice of Exercise of Option") accompanied by full
payment of the purchase price in cash or, with the consent of the Board, in
whole or in part in shares of Common Stock having a fair market value on the
date the option is exercised equal to that portion of the purchase price for
which payment in cash is not made and (ii) making appropriate arrangements
with the Company with respect to income tax withholding, as required, which
arrangements may include, in lieu of other withholding arrangements, (a) the
Company withholding from issuance to the Optionee such number of shares of
Common Stock otherwise issuable upon exercise of the option as the Company
and the Optionee may agree; provided that such Optionee has had on file with
the Board of Directors, for at least six (6) months prior thereto, an
effective standing election to satisfy said Optionee's tax withholding


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obligations in such a fashion, which election form by its terms shall not be
revocable or amendable for at least six (6) months or (b) with the consent of
the Board of Directors, the Optionee's delivery to the Company of all of
Common Stock having a fair market value on the date the option is exercised
equal to that portion of the withholding obligation for which payment in cash
is not made. Such Notice of Exercise of Option shall be deemed delivered upon
deposit into the mails.

         (c) TERMINATION OF DIRECTORSHIP. If the Optionee ceases to be a
Director of the Company, his or her option shall terminate three (3) months
after the effective date of termination of his or her directorship and
neither he or she nor any other personal shall have any right after such date
to exercise all or any part of such option. If the termination of the
directorship is due to death, then the option may be exercised within three
(3) months after the Optionee's death by the Optionee's estate or by the
person designated in the Optionee's Last Will and Testament or to whom
transferred by the applicable laws of descent and distribution (the "Personal
Representative"). Notwithstanding the foregoing, in no event shall any option
be exercisable after the expiration of the option period and not to any
greater extent than the Optionee would have been entitled to exercise the
option at the time of death.

         (d) ACCELERATION OF EXERCISE OF OPTIONS IN CERTAIN EVENTS.
Notwithstanding anything in the foregoing to the contrary, in the event of a
"change in control" the eligible Director shall have the immediate right and
option (notwithstanding the provisions to Section 4) to exercise the option
with respect to all shares of Common Stock covered by the option, which
exercise, if made, shall be irrevocable. The term "change in control" shall
include, but not be limited to: (i) the first purchase of shares pursuant to
a tender offer or exchange (other than a tender offer or exchange by the
Company) for all or part of the Company's shares of any class of common stock
or any securities of the Company's shares of any class of common stock


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or any securities convertible into such common stock; (ii) the receipt by the
Company of a Schedule 13D or other advise indicating that a person is the
"beneficial owner" (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934) of twenty percent (20%) or more of the
Company's shares of capital stock calculated as provide din paragraph (d) of
said Rule 13d-3; (iii) the date of approval by stockholders of the Company of
an agreement providing for any consolidation or merger of the Company in
which the Company will not be the continuing or surviving corporation or
pursuant to which shares of capital stock, of any class or any securities
convertible into such capital stock, of the Company would be converted into
cash, securities, or other property, other than a merger of the Company in
which the holders of shares of all classes of the Company's capital stock
immediately prior to the merger would have the same proportion of ownership
of common stock of the surviving corporation immediately after the merger;
(iv) the date of the approval by stockholders of the Company of any sale,
lease, exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Company; or (v)
the adoption of any plan or proposal for the liquidation (but not a partial
liquidation) or dissolution of the Company.

         (e) OPTION AGREEMENTS. Options granted under the Plan shall be
subject to the further terms and provisions of an Option Agreement, a copy of
which is attached hereto as Exhibit A, the execution of which by each
Optionee shall be a condition to the receipt of an option.

         6. INVESTMENT REPRESENTATION; APPROVALS AND LISTING. The options to
be granted hereunder shall be further conditioned upon receipt of the
following investment representation from the Optionee:


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                  "I further agree that any shares of Common Stock of Chart
                  Industries, Inc. which I may acquire by virtue of this option
                  shall be acquired for investment purposes only and not with a
                  view to distribution or resale; provided, however, that this
                  restriction shall become inoperative in the event the said
                  shares of Common Stock subject to this option shall be
                  registered under the Securities Act of 1933, as amended, or in
                  the event Chart Industries, Inc. is otherwise satisfied that
                  the offer or sale of the shares of Common Stock subject to his
                  option may be lawfully made without registration of the said
                  shares of common stock under the Securities Act of 1933, as
                  amended."

The Company shall not be required to issue any certificate or certificates
for shares of Common Stock upon the exercise of an option granted under the
plan prior to (i) the obtaining of any approval from any governmental agency
which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the admission of such shares of Common Stock to listing on
any national securities exchange on which the Common Stock may be listed,
(iii) the completion of any registration or other qualification of the shares
of Common Stock under any state or federal law or ruling or regulations of
any governmental body which the Company shall, in its sole discretion,
determine to be necessary or advisable or the determination by the Company,
in its sole discretion, that any registration or other qualification of the
shares of Common Stock is not necessary or advisable and (iv) the obtaining
of an investment representation from the Optionee in one form stated above or
in such other form as the Company, in its sole discretion, shall determine to
be adequate.


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         7. GENERAL PROVISIONS. For all purposes of this Plan the fair market
value of a share of Common Stock shall be determined as follows: so long as
the Common Stock of the Company is listed upon an established stock exchange
or exchanges such fair market value shall be determined to be the highest
closing price of a share of such Common Stock on such stock exchange or
exchanges on the day the option is granted (or the date the shares of Common
Stock are tendered as payment, in the case of determining fair market value
for that purpose) or if no sale of such Common Stock shall have been made on
any stock exchange on that day, then on the closest preceding day on which
there was a sale of such Common Stock, and during any period of time as such
Common is not listed upon an established stock exchange the fair market value
per share shall be the mean between dealer "Bid" and "Ask" prices of such
Common Stock in the over-the-counter market on the day the option is granted
(or the day the shares of Common Stock are tendered as payment, in the case
of determining fair market value for that purpose), as reported by the
National Association of Securities Dealers, Inc.

         The liability of the Company under the Plan and any distribution of
Common Stock made hereunder is limited to the obligations set forth herein
with respect to such distribution and no term or provision of the Plan shall
be construed to impose any liability on the Company in favor of any person
with respect to any loss, cost of expenses which the person may incur in
connection with or arising out of any transaction in connection with the
Plan, including, but not limited to, any liability to any federal, state, or
local tax authority and/or any securities regulatory authority.

         Nothing in the Plan or in any option agreement shall confer upon any
Optionee any right to continue as a Director of the Company, or to be
entitled to any remuneration or benefits not set forth in the Plan or such
option.


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         Nothing contained in the Plan or in option agreement shall be
construed as entitling any Optionee to any rights of a stockholder as a
result of the grant of an option until such time as shares of Common Stock
are actually issued to such Optionee pursuant to the exercise of an option.

         The Plan may be assumed by the successors and assigns of the Company.

         The Plan shall not be amended more than once every six (6) months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.

         The case proceeds received by the Company from the issuance of
Common Stock pursuant to the Plan will be used for general corporate purposes
or in such other manner as the Board of Directors deems appropriate.

         The expense of administering the Plan shall be borne by the Company.

         The captions and section numbers appearing in the Plan are inserted
only as a matter of convenience. They do not define, limit, construe or
describe the scope or intent of the provisions of the Plan.

         8. TERMINATION OF THE PLAN. The Plan shall terminate ten (10) years
from the date of its adoption by the Board of Directors of the Company and
thereafter no options shall be granted hereunder. All options outstanding at
the time of termination of the Plan shall continue in full force and effect
in accordance with and subject to their terms and the terms and conditions of
the Plan.

         9. TAXES. Appropriate provisions shall be made for all taxes
required to be withheld and/or paid in connection with the options or the
exercise thereof, and the transfer of shares of


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Common Stock pursuant thereto, under the applicable laws or other regulations
of any governmental authority, whether federal, state, or local and whether
domestic or foreign.

     10. GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware and any applicable federal
law.

     11. VENUE. The venue of any claim brought hereunder by an eligible
Director shall be Cleveland, Ohio.

     12. CHANGES IN GOVERNING RULES AND REGULATIONS. All references herein to
the Internal Revenue Code, or sections thereof, or to rules and regulations
of the Department of Treasury or of the Securities and Exchange Commission,
shall mean and include the Code sections thereof and such rules and
regulations as are now in effect or as they may be subsequently amended,
modified, substituted or superseded.

     IN WITNESS WHEREOF, CHART INDUSTRIES, INC., by its appropriate officers
duly authorized, has executed this instrument this 15th day of February, 1994.

                                  CHART INDUSTRIES, INC.


                                  By:      /s/  Arthur S. Holmes
                                       ----------------------------------------
                                         Arthur S. Holmes, Chairman and Chief
                                         Executive Officer

                                  And:     /s/  Don A. Baines
                                       ----------------------------------------
                                         Don A. Baines, Chief Financial
                                         Officer and Treasurer


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