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                               VARLEN CORPORATION
                        1993 INCENTIVE STOCK OPTION PLAN
                            (as amended May 14, 1999)

      1. Purpose. The purpose of this Plan is to advance the interests of Varlen
Corporation by providing an opportunity to selected key employees of the Company
and its Subsidiaries to purchase shares of Common Stock through the exercise of
options granted pursuant to this Plan, which may be either Incentive Options or
Nonqualified Options. By encouraging such stock ownership, the Company seeks to
establish as close an identity as feasible between the interests of the Company
and its Subsidiaries and those of such key employees and also seeks to attract,
retain, motivate and reward employees of superior ability, training and
experience.

      2. Definitions.

            (1) Board means the Board of Directors of the Company.

            (2) Change of Control means the occurrence of one of the following
events:

                  (i) if any "person" or "group" as those terms are used in
            Sections 13(d) or 14(d) of the Exchange Act, other than a Exempt
            Person, is or becomes the "beneficial owner" (as defined in rule
            13d-3 under the Exchange Act), directly or indirectly, of securities
            of the Company representing 50% or more of the combined voting power
            of the Company's then outstanding securities; or

                  (ii) during any period of two consecutive years, individuals
            who at the beginning of such period constitute the Board and any new
            directors whose election by the Board or nomination for election by
            the Company's stockholders was approved by at least two-thirds of
            the directors then still in office who either were directors at the
            beginning of the period or whose election was previously so
            approved, cease for any reason to constitute a majority thereof; or

                  (iii) the stockholders of the Company approve a merger or
            consolidation of the Company with any other corporation, other than
            a merger or consolidation (A) which would result in all or a portion
            of the voting securities of the Company outstanding immediately
            prior thereto continuing to represent (either by remaining
            outstanding or by being converted into voting securities of the
            surviving entity) more than 50% of the combined voting power of the
            voting securities of the Company or such surviving entity
            outstanding immediately after such merger or consolidation or (B)
            following which the Company's chief executive officer and directors
            retain their positions with the surviving entity (and constitute at
            least a majority of the surviving entity's board of directors); or

                  (iv) the stockholders of the Company approve a plan of
            complete liquidation of the Company or an agreement for the sale or
            other disposition by the Company of all or substantially all the
            Company's assets, other than a sale to an Exempt Person;

            provided, however, that if the approval specified in clause (iii) or
            clause (iv) above is obtained but such transaction is terminated or
            abandoned by the parties thereto prior to its effectuation, then,
            from and after the date of such termination or abandonment, no
            Change of Control shall be deemed to have occurred by reason of such
            approval; and provided further, that no Change of


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            Control shall be deemed to have occurred by reason of any event
            involving or arising out of a proceeding under Title 11 of the
            United States Code (or the provisions of any future United States
            bankruptcy law), an assignment for the benefit of creditors or an
            insolvency proceeding under state or local law.

            (3) Code means the Internal Revenue Code of 1986 and regulations
      thereunder, as amended from time to time.

            (4) Committee means the committee appointed by the Board responsible
      for administering the Plan in accordance with Section 5.

            (5) Common Stock means the common stock of the Company, par value
      $.10 per share.

            (6) Company means Varlen Corporation, a Delaware corporation.

            (7) Director means each individual who is serving as a member of the
      Board as of the time of reference.

            (8) Disinterested Person means a person who qualifies as such under
      Rule 16b-3(c)(2)(i) under Section 16 of the Exchange Act, or any successor
      definition adopted by the Securities and Exchange Commission, which
      generally is defined as a Director who is not, during the one year prior
      to service as a member of the Committee, or during such service, granted
      or awarded equity securities pursuant to the Plan or any other plan of the
      Company or its affiliates, except that participation in a formula plan,
      participation in an ongoing securities acquisition plan, or an election to
      receive an annual retainer fee in either cash or an equivalent amount of
      securities, or partly in each, shall not disqualify a Director from being
      a Disinterested Person.

            (9) Employee means an employee of the Company or any Subsidiary
      within the meaning of Code Section 3401(c); "key employee" means an
      executive, administrative or managerial Employee who is determined by the
      Committee to be eligible to be granted Options under the Plan.

            (10) Exchange Act means the Securities Exchange Act of 1934 and the
      rules and regulations promulgated pursuant thereto, as amended from time
      to time.

            (11) Incentive Option means a stock option intended to qualify as an
      "incentive stock option" within the meaning of Code Section 422 and
      designated as such.

            (12) New Option means an option granted on or after May 14, 1999.

            (13) Nonqualified Option means a stock option not intended to be an
            Incentive Option and designated as a nonqualified stock option, the
            federal income tax treatment of which is determined generally under
            Code Section 83.

            (14) Old Option means an option granted prior to May 14, 1999.

            (15) Option means either an Incentive Option or a Nonqualified
      Option granted pursuant to this Plan.


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            (16) Plan means this Varlen Corporation 1993 Incentive Stock Option
      Plan as set forth herein, and as amended from time to time.

            (17) Securities Act means the Securities Act of 1933 and rules and
      regulations promulgated pursuant thereto, as amended from time to time.

            (18) Subsidiary means a "subsidiary" of the Company within the
      meaning of Code Section 424(f), which generally is defined as any
      corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company if, at the relevant time, each of the
      corporations other than the last corporation in the unbroken chain owns
      stock possessing 50% or more of the total combined voting power of all
      classes of stock in one of the other corporations in the chain.

      3. Effective Date. This Plan was approved and adopted by the Board on
March 29, 1993. The effective date of the Plan shall be May 25, 1993, the date
of the annual meeting of stockholders of the Company, so long as the Plan is
approved by the stockholders of the Company on said date.

      4. Stock Subject to Plan. The maximum aggregate number of shares of Common
Stock that may be made subject to Options granted hereunder is 150,000 shares,
which number shall be adjusted in accordance with Section 8 in the event of any
change in the Company's capital structure. Shares of Common Stock issued
pursuant to the Plan may consist, in whole or in part, of either authorized and
unissued shares or issued shares held in the Company's treasury. Any shares
subject to an Option that for any reason expires or is terminated unexercised as
to such shares may again be the subject of an Option under the Plan.

      5. Administration. The Plan shall be administered by a Committee appointed
by the Board consisting of not fewer than two individuals who are Directors, who
are not Employees, and who are Disinterested Persons. The Board shall have the
discretion to remove and appoint members of the Committee from time to time. The
Committee shall have full power and discretion, subject to the express
provisions of the Plan, (i) to determine the key Employees to whom Options are
to be granted, the time or times at which Options are to be granted, the number
of shares of Common Stock to be made subject to each Option, whether each Option
is to be an Incentive Option or a Nonqualified Option, the exercise price per
share under each Option, and the maximum term of each Option; (ii) to interpret
and construe the Plan and to prescribe, amend and rescind rules and regulations
for its administration; (iii) to determine the terms and provisions of each
option agreement evidencing an Option; and (iv) to make all other determinations
the Committee deems necessary or advisable for administering the Plan. All
decisions of the Committee shall be made by a majority of its members, which
shall constitute a quorum, and shall be reflected in minutes of its meetings.

      6. Eligibility. Options may be granted to such Employees who are key
employees as the Committee selects a Director who is not an Employee is not
eligible to receive Options pursuant to this Plan.

      7. Terms and Conditions of Options. Options granted pursuant to the Plan
shall be evidenced by stock option agreements in such form and containing such
terms and conditions as the Committee shall determine. If an Employee to whom an
Option is granted does not execute an option agreement evidencing that Option in
the form prescribed by the Committee within the later of (i) thirty days from
the date of grant of the Option or (ii) ten days after the Employee's receipt of
an option agreement from the Company, the Option shall be void and of no further
force or effect. Each option agreement evidencing an Option shall contain among
its terms and conditions the following:


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            (1) Price. Subject to the conditions on Incentive Options contained
      in Section 8(2), if applicable, the purchase price per share of Common
      Stock payable upon the exercise of each Option granted hereunder shall be
      as determined by the Committee in its discretion but shall not be less
      than the fair market value of the Common Stock on the day the Option is
      granted if an Incentive Option, and, if a Nonqualified Option, not less
      than 85% of the fair market value of the Common Stock on the day the
      Option is granted or, if greater, the book value of the Common Stock on
      that date. The fair market value of Common Stock shall be as determined by
      the Committee in its discretion in accordance with any applicable laws or
      rules.

            (2) Number of Shares and Kind of Option. Each option agreement shall
      specify the number of shares to which it pertains and shall specify
      whether the Option is a Nonqualified Option or an Incentive Option.

            (3) Terms of Exercise. Subject to the conditions on Incentive
      Options contained in Section 8(2), if applicable, and to Section 10, each
      Option shall be exercisable for the full amount or for any part thereof
      and at such intervals or in such installments as the Committee may
      determine at the time it grants such Option; provided, however, that (i)
      no Option shall be exercised as to fewer than 25 shares of Common Stock
      or, if less, the total number of shares of Common Stock remaining
      unexercised under the Option, and (ii) no Option shall be exercisable with
      respect to any shares earlier than six months from the date the Option is
      granted or later than ten years after the date the Option is granted,
      except to the extent permitted in the event of the death or disability of
      the holder of a Nonqualified Option under Section 7(7).

            (4) Notice of Exercise and Payment. An Option shall be exercisable
      only by delivery of a written notice to the Company's Treasurer, or any
      other officer of the Company the Committee designates to receive such
      notices, specifying the number of shares of Common Stock for which the
      Option is being exercised. If the shares of Common Stock acquired upon
      exercise of an Option are not at the time of exercise effectively
      registered under the Securities Act, the optionee shall provide to the
      Company, as a condition to the optionee's exercise of the Option, a
      letter, in form and substance satisfactory to the Company, to the effect
      that the shares are being purchased for the optionee's own account for
      investment and not with a view to distribution or resale, and to such
      other effects as the Company deems necessary or appropriate to comply with
      federal and applicable state securities laws. Payment shall be made in
      full at the time the Option is exercised. Payment shall be made by:

            (i) cash;

            (ii) delivery and assignment to the Company of shares of Common
            Stock owned by the optionee;

            (iii) a combination of (i) and (ii); or

            (iv) delivery of a written exercise notice, including irrevocable
            instructions to the Company to deliver the stock certificates
            issuable upon exercise of the Option directly to a broker named in
            the notice that has agreed to participate in a "cashless" exercise
            on behalf of the optionee.

      Upon the optionee's satisfaction of all conditions required for the
      exercise of the Option and payment in full of the purchase price for the
      shares being acquired, the Company shall, within a reasonable period of


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      time following such exercise, deliver a certificate representing the
      shares of Common Stock so acquired; provided, that the Company may
      postpone issuance and delivery of shares upon any exercise of an Option to
      the extent necessary or advisable to comply with applicable exchange
      listing requirements, National Association of Securities Dealers, Inc.
      ("NASD") requirements, or federal or state securities laws.

            (5) Withholding Taxes. The Company's obligation to deliver shares of
      Common Stock upon exercise of an Option, in whole or in part, shall be
      subject to the optionee's satisfaction of all applicable federal, state
      and local tax withholding obligations.

            (6) Nontransferability of Option. No Option shall be transferable by
      the optionee otherwise than by will or the laws of descent and
      distribution and shall be exercisable during the optionee's lifetime only
      by the optionee (or the optionee's guardian or legal representative).

            (7) Termination of Options. Each option agreement evidencing an
      Option shall contain provisions for the termination of the Option if the
      optionee ceases for any reason to be an Employee, which provisions shall
      be no more favorable to the optionee than the following:

                   (i) Termination With Consent. If the optionee ceases to be an
            Employee and the Company or Subsidiary that is the Employee's
            primary employer at the time of termination consents in writing to
            the optionee's exercise of an Option following such termination,
            then the optionee may, at any time within a period of 90 days
            following the date of such termination, exercise such Option to the
            extent that the Option was exercisable on the date the optionee
            ceased to be an Employee;

                   (ii) Retirement. If the optionee ceases to be an Employee by
            reason of retirement under one or more of the Company's (or
            Subsidiary's) retirement plans including, without limitation, early
            retirement, then the optionee may, at any time within a period of 90
            days following the date of such termination or at such later date as
            determined in the discretion of the Committee, exercise each Option
            held by the optionee on such date to the full extent of the Option;

                   (iii) Death or Disability. In the event of the Optionee's
            death or disability (within the meaning of Code Section 22(e)(3))
            either (x) while an Employee or (y) with respect only to
            Nonqualified Options, while eligible to exercise a Nonqualified
            Option under Subsections 7(7)(i) or (ii) above, then the optionee
            (or the optionee's legal representative, executor, administrator, or
            person acquiring an Option by bequest or inheritance) may, at any
            time within a period of one year following the date of the
            optionee's death or commencement of disability, exercise each Option
            held by the optionee on such date to the full extent of the Option;
            and

                   (iv) Other Termination. If the optionee ceases to be an
            Employee for any reason other than those enumerated in Subsections
            7(7)(i) through (iii) above, each Option granted to the optionee to
            the extent outstanding on the date of such termination of
            employment, shall terminate immediately on such termination of
            employment and may not be exercised thereafter:

            provided, however, that no Option may be exercised to any extent by
            anyone after the date of expiration of the Option's term, except
            that a Nonqualified Option shall remain exercisable as provided in
            Subsection 7(7)(iii) regardless of the Option's term.


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            (8) Legends. Any restriction on transfer of shares of Common Stock
      provided in this Plan or in the option agreement evidencing any Option
      shall be noted or referred to conspicuously on each certificate evidencing
      such shares.

      8. Restrictions on Incentive Options. Incentive Options (but not
Nonqualified Options) granted under this Plan shall be subject to the following
restrictions:

            (1) Limitation on Number of Shares. The aggregate fair market value,
      determined as of the date an Incentive Option is granted, of the shares
      with respect to which Incentive Options are exercisable for the first time
      by an Employee during any calendar year shall not exceed $100,000. If an
      Incentive Option is granted pursuant to which the aggregate fair market
      value of shares with respect to which it first becomes exercisable in any
      calendar year by an Employee exceeds the aforementioned $100,000
      limitation, the portion of such Option which is in excess of the $100,000
      limitation shall be treated as a Nonqualified Option pursuant to Code
      Section 422(d)(1). In the event that an Employee is eligible to
      participate in any other stock option plan of the Company or a Subsidiary
      which is also intended to comply with the provisions of Code Section 422,
      the $100,000 limitation shall apply to the aggregate number of shares for
      which Incentive Options may be granted under all such plans.

            (2) 10% Stockholder. If an Employee to whom an Incentive Option is
      granted pursuant to the provisions of the Plan is on the date of grant the
      owner of stock (as determined under Code Section 424(d)) possessing more
      than 10% of the total combined voting power of all classes of stock of the
      Company or a Subsidiary, then the following special provisions shall be
      applicable to the Incentive Option granted to such individual:

                  (i) The Option price per share subject to such Incentive
            Option shall not be less than 110% of the fair market value of one
            share on the date of grant; and

                  (ii) The Incentive Option shall not have a term in excess of
            five (5) years from its date of grant.

      9. Adjustment for Changes in Capitalization. Appropriate and equitable
adjustment shall be made in the maximum number of shares of Common Stock subject
to the Plan under Section 4 and, subject to Section 10, in the number, kind and
option price of shares of Common Stock subject to then outstanding Options to
give effect to any changes in the outstanding Common Stock by reason of any
stock dividend, stock split, stock combination, merger, consolidation,
reorganization, recapitalization or any other change in the capital structure of
the Company affecting the Common Stock after the effective date of the Plan.

      10.  Change in Control; Merger, Etc.

            (1) Change in Control. Upon the occurrence of a Change of Control:

                  (i) all outstanding Old Options held pursuant to this Plan
            shall become immediately exercisable in full; and

                  (ii) all outstanding New Options held pursuant to this Plan
            shall become immediately exercisable in full if the optionee is
            terminated from being an employee of the Company or any of its
            Subsidiaries within one year following such Change of Control.
            Subject to the remaining


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            provisions of the Plan, such New Options may be exercised
            simultaneous with or at any time after such termination of
            employment.

            (2) Where Company Does Not Survive. In the event of a merger or
      consolidation to which the Company is a party but is not the surviving
      company, the Committee in its discretion may vote to negate and give no
      effect to the acceleration of Options pursuant to Section 10(l), but only
      if and to the extent that an executed agreement of merger or consolidation
      provides that the optionee holding such an Option shall receive the same
      merger consideration as the optionee would have received as a stockholder
      of the Company had the exercisability of the Option been accelerated in
      accordance with Section 10(l) and had the optionee, immediately prior to
      the merger or consolidation, exercised the Option for the full number of
      shares subject thereto, paid the exercise price in full, and satisfied all
      other conditions for the exercise of the Option.

             (3) Liquidation or Dissolution. The provisions of Section 9 and
      Subsections 10(l) and (2) shall not cause any Option to terminate other
      than in accordance with other applicable provisions of the Plan. However,
      in the event of the liquidation or dissolution of the Company, each
      outstanding Option shall terminate, except to the extent otherwise
      specifically provided in the option agreement evidencing the Option.

      11. Rights of Optionees. No Employee shall have a right to be granted an
Option or, having received an Option, a right again to be granted an Option. An
optionee shall have no rights as a stockholder with respect to any shares of
Common Stock covered by his or her Option until the date the Option has been
exercised and the full purchase price for such shares has been received by the
Company. Nothing in this Plan or in any Option granted pursuant to the Plan
shall confer on any individual any right to continue in the employ of the
Company or any Subsidiary or interfere in any way with the right of the Company
or any Subsidiary to terminate or modify the terms or conditions of the
employment of the Option holder.

      12. Amendment and Termination of the Plan. Unless sooner terminated by the
Board, the Plan shall terminate, so that no Options may be granted pursuant to
it thereafter, on March 28, 2003. The Board may at any time amend, suspend or
terminate the Plan in its discretion without further action on the part of the
stockholders of the Company, except that:

                  (1) no such amendment, suspension or termination of the Plan
            shall adversely affect or impair any then outstanding Option without
            the consent of the optionee holding the Option; and

                  (2) any such amendment, suspension or termination that
            requires approval by the stockholders of the Company to comply with
            applicable provisions of the Code, rules promulgated pursuant to
            Section 16 of the Exchange Act, applicable state law or NASD or
            exchange listing requirements shall be subject to approval by the
            stockholders of the Company within the applicable time period
            prescribed thereunder, and shall be null and void if such approval
            is not obtained.


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