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                            VARLEN CORPORATION
                  1993 INCENTIVE STOCK OPTION PLAN
                   (as amended November 20, 1998)
                      
     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)  Code means the Internal Revenue Code of 1986 and
     regulations thereunder, as amended from time to time.
     
          (3)  Committee means the committee appointed by the
     Board responsible for administering the Plan in accordance
     with Section 5.
     
          (4)  Common Stock means the common stock of the
     Company, par value $.10 per share.
     
          (5)  Company means Varlen Corporation, a Delaware
     corporation.

          (6)  Director means each individual who is serving as a
     member of the Board as of the time of reference.
     
          (7)  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.
     
          (8)  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.
     
          (9)  Exchange Act means the Securities Exchange Act of
     1934 and the rules and regulations promulgated pursuant
     thereto, as amended from time to time.
     
          (10)  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.
     
          (11)  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.
     
          (12)  Option means either an Incentive Option or a
     Nonqualified Option granted pursuant to this Plan.

          (13)  Plan means this Varlen Corporation 1993 Incentive
     Stock Option Plan as set forth herein, and as amended from
     time to time.
     
          (14)  Securities Act means the Securities Act of 1933
     and rules and regulations promulgated pursuant thereto, as
     amended from time to time.
     
          (15)  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:

     (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 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.

     (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 any of
     the events listed below, all outstanding Incentive Options
     and Nonqualified Options held by all optionees pursuant to
     this Plan shall become immediately exercisable in full.  The
     events are as follows:
     
               (i) The sale by the Company of all or
          substantially all of its assets;
          
               (ii) Any of the following events if, immediately
          following such event, a majority of the Directors
          consists of persons who were not Directors immediately
          prior to the date of such event:
          
                    (a) the sale of 50% or more of the
               outstanding shares of Common Stock of the Company
               in a single transaction;

                    (b) the consummation of a tender offer (by a
               party other than the Company) for more than 50% of
               the outstanding shares of Common Stock of the Company; or
                                
                    (c) subject to Section 10(2) below, the
               consummation of a merger or consolidation
               involving the Company; or
               
               (iii) An election of new Directors if immediately
          following such election a majority of the Directors
          consists of persons who were not nominated by
          management to stand for election as Directors in such
          election.
          
          (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)(ii)(c),
     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)(ii)(c) 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.