<PAGE>

                                AMENDED AND RESTATED

                                  SENTIENT / SUNRISE

                                  STOCK OPTION PLAN



     This Stock Option Plan was originally adopted by the Sentient Systems
Technology Inc., a corporation organized under the laws of the State of
Pennsylvania, Board of Directors on March 12, 1993.  The Plan originally covered
100,000 shares.  On April 13, 1998, Sentient Systems Technology Inc. was
acquired by Sunrise Medical Inc. in a merger.  Each share of Sentient Systems
Technology Inc. was exchanged for 2.27 shares of Sunrise Medical Inc. common
stock.  This Stock Option Plan was amended and restated by the Sunrise Medical
Inc. Board of Directors as of April 28, 1998.  Accordingly, the total number of
shares and options that were outstanding under the Plan and options that are
granted in the future will now be exercised for shares of Sunrise Medical Inc.
stock in the merger ratio of 2.27 to 1.  The total number of options available
for grant under this Plan are 227,000. The purposes of this Plan are as follows:

     (1)  To further the growth, development and financial success of the
Company by providing additional incentives to certain of its executive and other
key Associates who have been or will be given responsibility for the management
or administration of the Company's business affairs, by assisting them to become
owners of the Company's Common Stock and thus to benefit directly from its
growth, development and financial success.

     (2)  To enable the Company to obtain and retain the services of the type of
professional, technical and managerial Associates considered essential to the
long-range success of the Company by providing and offering them an opportunity
to become owners of the Company's Common Stock under options, including options
that are intended to qualify as "INCENTIVE STOCK OPTIONS" under Section 422 of
the Code.

     (3)  To provide for appropriate compensation for Non-Associate Directors
for service as members of the Board, by providing such Non-Associate Directors a
financial stake and interest in the Company's performance.


                                      ARTICLE I
                                     DEFINITIONS

     Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
The masculine pronoun shall include the feminine and neuter and the singular
shall include the plural, where the context so indicates.


<PAGE>

SECTION 1.1 - BOARD

     "BOARD" shall mean the Board of Directors of the Company.

SECTION 1.2 - CODE

     "CODE" shall mean the Internal Revenue Code of 1986, as amended.

SECTION 1.3 - COMMITTEE

     "COMMITTEE" shall mean the Stock Option Committee of the Board appointed as
provided in Section 6.1.

SECTION 1.4 - COMPANY

     "COMPANY" shall mean Sunrise Medical Inc.  In addition, "COMPANY" shall
mean any corporation assuming, or issuing new Associate stock options in
substitution for, Incentive Stock Options, outstanding under the Plan, in a
transaction to which Section 424(a) of the Code applies.

SECTION 1.5 - DIRECTOR

     "DIRECTOR" shall mean a member of the Board.

SECTION 1.6 - ASSOCIATE

     "ASSOCIATE" shall mean any Associate (as defined in accordance with the
regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary, whether such Associate is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan.

SECTION 1.7 - EXCHANGE ACT

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

SECTION 1.8 - EXECUTIVE OFFICERS

     "EXECUTIVE OFFICERS" shall mean in any one of the Company's fiscal years
(a) the Chief Executive Officer of the Company (or the individual acting in such
capacity) and (b) the four most highly compensated Officers of the Company
(other than the Chief Executive Officer) whose total compensation is required to
be reported to the Company's stockholders under the Exchange Act.


                                          2
<PAGE>

SECTION 1.9 - INCENTIVE STOCK OPTION

     "INCENTIVE STOCK OPTION" shall mean an Option which qualifies under Section
422 of the Code and which is designated as an Incentive Stock Option by the
Committee.

SECTION 1.10 - NON-ASSOCIATE DIRECTOR

     "NON-ASSOCIATE DIRECTOR" shall mean a Director who is not an Associate.

SECTION 1.11 - NON-ASSOCIATE DIRECTOR OPTION

     "NON-ASSOCIATE DIRECTOR OPTION" shall mean a Non-Qualified Option which is
granted to a Non-Associate Director.

SECTION 1.12 - NON-QUALIFIED OPTION

     "NON-QUALIFIED OPTION" shall mean an Option which is not an Incentive Stock
Option and which is designated as a Non-Qualified Option by the Committee.
"NON-QUALIFIED OPTIONS" also includes Non-Associate Director Options.

SECTION 1.13 - OFFICER

     "OFFICER" shall mean an officer of the Company, as defined in Rule 16a-1(f)
under the Exchange Act, as such Rule may be amended in the future.

SECTION 1.14 - OPTION

     "OPTION" shall mean an option to purchase Common Stock of the Company,
granted under the Plan.  "OPTIONS" includes both Incentive Stock Options and
Non-Qualified Options.

SECTION 1.15 - OPTIONEE

     "OPTIONEE" shall mean an Associate or a Non-Associate Director to whom an
Option is granted under the Plan.

SECTION 1.16 - PARENT CORPORATION

     "PARENT CORPORATION" shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

SECTION 1.17 - PLAN

     "PLAN" shall mean this Amended and Restated Sentient / Sunrise Stock Option
Plan.


                                          3
<PAGE>

SECTION 1.18 - RULE 16b-3

     "RULE 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as
such Rule may be amended in the future.

SECTION 1.19 - SECRETARY

     "SECRETARY" shall mean the Secretary of the Company.

SECTION 1.20 - SECURITIES ACT

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

SECTION 1.21 - SUBSIDIARY

     "SUBSIDIARY" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

SECTION 1.22 - TERMINATION OF DIRECTORSHIP

     "TERMINATION OF DIRECTORSHIP" shall mean the time when a Director ceases to
be a member of the Board for any reason, including, but not by way of
limitation, a termination by resignation, expiration of term, removal (with or
without cause), retirement or death.

SECTION 1.23 - TERMINATION OF EMPLOYMENT

     "TERMINATION OF EMPLOYMENT" shall mean the time when the employee-employer
relationship between the Associate and the Company, a Parent Corporation or a
Subsidiary is terminated for any reason, with or without cause, including, but
not by way of limitation, a termination by resignation, discharge, death or
retirement, but excluding terminations where there is a simultaneous
reemployment by the Company, a Parent Corporation or a Subsidiary.  The
Committee, in its absolute discretion, shall determine the effect of all other
matters and questions relating to Termination of Employment, including, but not
by way of limitation, the question of whether a Termination of Employment
resulted from a discharge for good cause, and all questions of whether
particular leaves of absence constitute Terminations of Employment; PROVIDED,
HOWEVER, that, with respect to Incentive Stock Options, a leave of absence shall
constitute a Termination of Employment if, and to the extent that, such leave of
absence interrupts employment for the purposes of Section 422(a)(2) of the Code
and the then applicable regulations and revenue rulings under said Section.


                                          4
<PAGE>


                                      ARTICLE II
                                SHARES SUBJECT TO PLAN

SECTION 2.1 - SHARES SUBJECT TO PLAN

     (a)  The shares of stock subject to Options shall be shares of the
Company's $1.00 par value Common Stock.  The aggregate number of such shares
which may be issued upon exercise of Options shall not exceed 227,000.

SECTION 2.2 - UNEXERCISED OPTIONS; RETAINED SHARES

     If any Option expires or is canceled without having been fully exercised,
the number of shares subject to such Option but as to which such Option was not
exercised prior to its expiration or cancellation may again be optioned
hereunder, subject to the limitations of Section 2.1.  Shares of stock which are
received or retained by the Company upon the exercise of options pursuant to
Section 5.3(b) or Sections 5.3(c) and 5.5(d) may also again be optioned
hereunder, subject to the overall limitation of section 2.1(b) but not subject
to the limitations of Section 2.1(a).

SECTION 2.3 - CHANGES IN COMPANY'S SHARES

     In the event that the outstanding shares of Common Stock of the Company are
hereafter changed into or exchanged for a different number or kind of shares or
other securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend or combination of shares, appropriate adjustments shall
be made by the Committee in the number and kind of shares for the purchase of
which Options may be granted, including adjustments of the limitations in
Section 2.1 on the maximum number and kind of shares which may be issued on
exercise of Options.


                                     ARTICLE III
                                 GRANTING OF OPTIONS

SECTION 3.1 - ELIGIBILITY

     Any executive or other key Associate of the Company or of any corporation
which is then a Parent Corporation or a Subsidiary, including the Executive
Officers, shall be eligible to be granted Options, except as provided in Section
3.2.  Non-Associate Directors shall be granted Non-Associate Director Options as
provided in Section 3.4.

SECTION 3.2 - QUALIFICATION OF INCENTIVE STOCK OPTIONS

     No Incentive Stock Option shall be granted unless such Option, when
granted, qualifies as an "INCENTIVE STOCK OPTION" under Section 422 of the Code.
Incentive Stock Options shall not be granted to Non-Associate Directors, but
may, in the discretion of the Committee, be granted to Directors who are also
Associates.


                                          5
<PAGE>

SECTION 3.3 - GRANTING OF OPTIONS

     (a)  In the case of Options to be granted hereunder, the Committee shall
from time to time, in its absolute discretion:

     (1)  Determine which Associates or Directors should be granted Options; and

     (2)  Determine the number of shares to be subject to such Options, and
     determine whether such Options are to be Incentive Stock Options or
     Non-Qualified Options; and

     (3)  Determine the terms and conditions of such Options, consistent with
the Plan.

     (b)  Upon the selection of an Associate or Director to be granted an
Option, the Committee shall instruct the Secretary to issue such Option and may
impose such conditions on the grant of such Option as it deems appropriate.


                                      ARTICLE IV
                                   TERMS OF OPTIONS

SECTION 4.1 - OPTION AGREEMENT

     Each Option shall be evidenced by a written Stock Option Agreement, which
shall be executed by the Optionee and an authorized Officer of the Company and
which shall contain such terms and conditions as the Committee shall determine,
consistent with the Plan.  Stock Option Agreements evidencing Incentive Stock
Options shall contain such terms and conditions as may be necessary to qualify
such Options as "INCENTIVE STOCK OPTIONS" under Section 422 of the Code.

SECTION 4.2 - OPTION PRICE

     (a)  The price of the shares subject to each Option shall be set by the
Committee; PROVIDED, HOWEVER, that the price per share shall be not less than
100% of the fair market value of such shares on the date that such Option is
granted; PROVIDED, FURTHER, that, in the case of a Non-Associate Director
Option, the price per share shall equal 100% of the fair market value of such
shares of the date that such Non-Associate Director Option is granted; PROVIDED,
FURTHER, that, in the case of an Incentive Stock Option, the price per share
shall not be less than 110% of the fair market value of such shares on the date
such Option is granted in the case of an individual then owning (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company, any Subsidiary or any
Parent Corporation.

     (b)  For purposes of the Plan, the fair market value of a share of the
Company's Common Stock as of a given date shall be: (i) the closing price of a
share of the Company's Common Stock on the principal exchange on which shares of
the Company's Common Stock are then trading, if any, on the trading day previous
to such date, or, if shares were not traded on the trading day previous to such
date, then on the next preceding trading day during which a sale occurred; or
(ii) if such


                                          6
<PAGE>

Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor
quotation system, (1) the last sales price (if the Company's Common Stock is
then listed as a National Market Issue under the NASD National Market System) or
(2) the mean between the closing representative bid and asked prices (in all
other cases) for the Company's Common Stock on the trading day previous to such
date as reported by NASDAQ or such successor quotation system; or (iii) if such
Common Stock is not publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and asked prices
for the Company's Common Stock, on the trading day previous to such date, as
determined in good faith by the Committee; or (iv) if the Company's Common Stock
is not publicly traded, the fair market value established by the Committee
acting in good faith.

SECTION 4.3 - COMMENCEMENT OF EXERCISABILITY

     (a)  Except as the Committee may otherwise provide with respect to Options
granted to Associates who are not Officers, no Option may be exercised in whole
or in part during the first six months after such Option is granted.

     (b)  Options shall become exercisable at such times and in such
installments (which may be cumulative) as the Committee shall provide in the
terms of each individual Option; PROVIDED, HOWEVER, that by a resolution adopted
after an Option is granted the Committee may, on such terms and conditions as it
may determine to be appropriate, accelerate the time at which such Option or any
portion thereof may be exercised.

     (c)  Except as provided in the applicable Stock Option Agreement executed
hereunder, no portion of an Option which is unexercisable at Termination of
Employment (or Termination of Directorship, in the case of a Non-Associate
Director Option) shall thereafter become exercisable.

     (d)  To the extent that the aggregate fair market value of stock with
respect to which "INCENTIVE STOCK OPTIONS" (within the meaning of Section 422 of
the Code, but without regard to Section 422(d) of the Code) are exercisable for
the first time by an Optionee during any calendar year (under the Plan and all
other incentive stock option plans of the Company, any Subsidiary and any Parent
Corporation) exceeds $100,000, such options shall be taxed as Non-Qualified
Options.  The rule set forth in the preceding sentence shall be applied by
taking options into account in the order in which they were granted.  For
purposes of this Section 4.3(d), the fair market value of stock shall be
determined as of the time that the option with respect to such stock is granted.

SECTION 4.4 - EXPIRATION OF OPTIONS

     (a)  Except as provided in the applicable Stock Option Agreement executed
hereunder, no Option may be exercised to any extent by anyone after the first to
occur of the following events:

     (1)  The expiration of ten years from the date the Option was granted; or

     (2)  With respect to an Incentive Stock Option in the case of an Optionee
     owning (within the meaning of Section 424(d) of the Code), at the time the
     Incentive Stock Option was granted,


                                          7
<PAGE>

     more than 10% of the total combined voting power of all classes of stock of
     the Company, any Subsidiary or any Parent Corporation, the expiration of
     five years from the date the Incentive Stock Option was granted; or

     (3)  Except in the case of any Optionee who is disabled (within the meaning
     of Section 22(e)(3) of the Code), the expiration of three months from the
     date of the Optionee's Termination of Employment (or Termination of
     Directorship, in the case of a Non-Associate Director Option) for any
     reason other than normal retirement at age 65 or such Optionee's death
     unless the Optionee dies within said three-month period; or

     (4)  In the case of an Optionee who is disabled (within the meaning of
     Section 22(e)(3) of the Code), the expiration of one year from the date of
     the Optionee's Termination of Employment (or Termination of Directorship,
     in the case of a Non-Associate Director Option) for any reason other than
     such Optionee's death unless the Optionee dies within said one-year period;
     or

     (5)  In the case of a Non-Associate Director Option, three (3) months
     following the Non-Associate Director's Termination of Directorship by
     reason of expiration of term, removal (with or without cause) or
     resignation; or

     (6)  The expiration of one year from the date of the Optionee's death.

     (b)  Subject to the provisions of Section 4.4(a), the Committee shall
provide, in the terms of each individual Option, when such Option expires and
becomes unexercisable; and (without limiting the generality of the foregoing)
the Committee may provide in the terms of individual Options that said Options
expire immediately upon a Termination of Employment (or Termination of
Directorship, in the case of a Non-Associate Director Option) for any reason.

SECTION 4.5 - CONSIDERATION

     In consideration of the granting of an Option, the Optionee shall agree, in
the written Stock Option Agreement, to remain in the employ (or, in the case of
a Non-Associate Director, as a Director) of the Company, a Parent Corporation or
a Subsidiary for a period of at least one year after the Option is granted.
Nothing in this Plan or in any Stock Option Agreement hereunder shall confer
upon any Optionee any right to continue in the employ or as a Director of the
Company, any Parent Corporation or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company and its Parent Corporation and
Subsidiaries, which are hereby expressly reserved, to discharge (or, in the case
of a Non-Associate Director, to remove) any Optionee at any time for any reason
whatsoever, with or without cause.

SECTION 4.6 - ADJUSTMENTS IN OUTSTANDING OPTIONS

     Except as provided in the applicable Stock Option Agreement executed
hereunder, in the event that the outstanding shares of the stock subject to
Options are changed into or exchanged for a different number or kind of shares
of the Company or other securities of the Company by reason of


                                          8
<PAGE>

merger, consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination of shares, the Committee shall make an appropriate and
equitable adjustment in the number and kind of shares as to which all
outstanding Options, or portions thereof then unexercised, shall be exercisable,
to the end that after such event the Optionee's proportionate interest shall be
maintained as before the occurrence of such event.  Such adjustment in an
outstanding Option shall be made without change in the total price applicable to
the Option or the unexercised portion of the Option (except for any change in
the aggregate price resulting from rounding-off of share quantities or prices)
and with any necessary corresponding adjustment in Option price per share;
PROVIDED, HOWEVER, that, in the case of Incentive Stock Options, each such
adjustment shall be made in such manner as not to constitute a "MODIFICATION"
within the meaning of Section 424(h)(3) of the Code.  Any such adjustment made
by the Committee shall be final and binding upon all Optionees, the Company and
all other interested persons.

SECTION 4.7 - MERGER, CONSOLIDATION, ACQUISITION,
    LIQUIDATION OR DISSOLUTION

     Notwithstanding the provisions of Section 4.6, in its absolute discretion,
and on such terms and conditions as it deems appropriate, the Committee may
provide by the terms of any Option that such Option cannot be exercised after
the merger or consolidation of the Company with or into another corporation, the
acquisition by another corporation or person of all or substantially all of the
Company's assets or 80% or more of the Company's then outstanding voting stock
or the liquidation or dissolution of the Company; and if the Committee so
provides, it must on such terms and conditions as it deems appropriate, also
provide, either by the terms of such Option or by a resolution adopted prior to
the occurrence of such merger, consolidation, acquisition, liquidation or
dissolution, that, for some period of time prior to such event, such Option
shall be exercisable as to all shares covered thereby, notwithstanding anything
to the contrary in Section 4.3(a), Section 4.3(b) and/or any installment
provisions of such Option, but subject to Section 4.3(e).  Not withstanding the
foregoing, the Board may, in it's absolute discretion, provide in the
Agreement(s) (or otherwise evidence their determination) that such option(s)
vest fully and automatically upon a change in control of the Company.


                                      ARTICLE V
                                 EXERCISE OF OPTIONS

SECTION 5.1 - PERSON ELIGIBLE TO EXERCISE

     During the lifetime of the Optionee, only the Optionee may exercise an
Option (or any portion thereof) granted to him or her.  After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when such
portion becomes unexercisable under the Plan or the applicable Stock Option
Agreement, be exercised by his personal representative or by any person
empowered to do so under the deceased Optionee's will or under the then
applicable laws of descent and distribution.


                                          9
<PAGE>

SECTION 5.2 - PARTIAL EXERCISE

     At any time and from time to time prior to the time when any exercisable
Option or exercisable portion thereof becomes unexercisable under the Plan or
the applicable Stock Option Agreement, such Option or portion thereof may be
exercised in whole or in part; PROVIDED, HOWEVER, that the Company shall not be
required to issue fractional shares and the Committee may, by the terms of the
Option, require any partial exercise to be with respect to a specified minimum
number of shares.

SECTION 5.3 - MANNER OF EXERCISE

     An exercisable Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary or his office of all of the following prior
to the time when such Option or such portion becomes unexercisable under the
Plan or the applicable Stock Option Agreement:

     (a)  Notice in writing signed by the Optionee or other person then entitled
     to exercise such Option or portion, stating that such Option or portion is
     exercised, such notice complying with all applicable rules established by
     the Committee; and

     (b)  (1)  Full payment (in cash or by check) for the shares with respect to
     which such Option or portion is thereby exercised; or

          (2)  With the consent of the Committee, and except in the case of a
          Non-Associate Director Option, (A) shares of the Company's Common
          Stock owned by the Optionee duly endorsed for transfer to the Company
          or (B) shares of the Company's Common Stock issuable to the Optionee
          upon exercise of the Option, with a fair market value (as determined
          under Section 4.2(b), on the date of option exercise equal to the
          aggregate Option price of the shares with respect to which such Option
          or portion is thereby exercised; or

          (3)  With the consent of the Committee, any combination of the
     consideration provided in the foregoing subsections (1) and (2) except in
     the case of a Non-Associate Director Option; and

     (c)  The payment to the Company (or other employer corporation) of all
     amounts which it is required to withhold under federal, state or local law
     in connection with the exercise of the Option.  In the case of a
     Non-Qualified Option, the payment of such withholding shall be effected by
     the retention by the Company, from the shares of the Company's Common Stock
     otherwise issuable upon exercise of the Option, of shares with a fair
     market value (as determined under Section 4.2(b)) on the date of Option
     exercise equal to the amount of such required withholdings, rounded up to
     the next whole number of shares.  The Company shall pay to the Optionee or
     other person then entitled to exercise the Option an amount in cash equal
     to the fair market value (as determined under Section 4.2(b)) of any
     fractional share retained in excess of the shares representing, in value,
     the amount of such required withholdings; and


                                          10
<PAGE>

     (d)  Such representations and documents as the Committee, in its absolute
     discretion, deems necessary or advisable to effect compliance with all
     applicable provisions of the Securities Act and any other federal or state
     securities laws or regulations.  The Committee may, in its absolute
     discretion, also take whatever additional actions it deems appropriate to
     effect such compliance including, without limitation, placing legends on
     share certificates and issuing stop-transfer orders to transfer agents and
     registrars; and

     (e)  In the event that the Option or portion thereof shall be exercised
     pursuant to Section 5.1 by any person or persons other than the Optionee,
     appropriate proof of the right of such person or persons to exercise the
     Option or portion thereof.


SECTION 5.4 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

     The shares of the Company's Common Stock issuable and deliverable upon the
exercise of an Option, or any portion thereof, may be either previously
authorized but unissued shares or issued shares which have then been reacquired
by the Company.  The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise of
any Option or portion thereof prior to fulfillment of all of the following
conditions:

     (a)  The admission of such shares to listing on all stock exchanges on
     which such series or class of stock is then listed; and

     (b)  The completion of any registration or other qualification of such
     shares under any state or federal law or under the rulings or regulations
     of the Securities and Exchange Commission or any other governmental
     regulatory body, which the Committee shall, in its absolute discretion,
     deem necessary or advisable; and

     (c)  The obtaining of any approval or other clearance from any state or
     federal governmental agency which the Committee shall, in its absolute
     discretion, determine to be necessary or advisable; and

     (d)  The payment to the Company (or other employer corporation) of all
     amounts which it is required to withhold under federal, state or local law
     in connection with the exercise of the Option.  In the case of a
     Non-Qualified Option, the payment of such withholding shall be effected by
     the retention by the Company, from the shares of the Company's Common Stock
     otherwise issuable upon exercise of the Option, of shares with a fair
     market value (as determined under Section 4.2(b)) on the date of Option
     exercise equal to the amount of such required withholdings, rounded up to
     the next whole number of shares.  The Company shall pay to the Optionee or
     other person then entitled to exercise the option an amount in cash equal
     to the fair market value (as determined under Section 4.2(b)) of any
     fractional share retained in excess of the shares representing, in value,
     the amount of such required withholdings; and


                                          11
<PAGE>

     (e)  The lapse of such reasonable period of time following the exercise of
     the Option as the Committee may establish from time to time for reasons of
     administrative convenience.

SECTION 5.5 - RIGHTS AS STOCKHOLDERS

     The holders of Options shall not be, nor have any of the rights or
privileges of, stockholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.

SECTION 5.6 - TRANSFER RESTRICTIONS

     Unless otherwise approved in writing by the Committee, no shares acquired
upon exercise of any Option by any Officer, Director (including, but not limited
to, any Non-Associate Director) or other Optionee subject to Section 16 of the
Exchange Act may be sold, assigned, pledged, encumbered or otherwise transferred
until at least six months have elapsed from (but excluding) the date that such
Option was granted.  The Committee, in its absolute discretion, may impose such
other restrictions on the transferability of the shares purchasable upon the
exercise of an Option, other than a Non-Associate Director Option, as it deems
appropriate.  Any such other restriction shall be set forth in the respective
Stock Option Agreement and may be referred to on the certificates evidencing
such shares.  The Committee may require an Associate to give the Company prompt
notice of any disposition of shares of stock, acquired by exercise of an
Incentive Stock Option, within two years from the date of granting such Option
or one year after the transfer of such shares to such Associate.  The Committee
may direct that the certificates evidencing shares acquired by exercise of an
Incentive Stock Option refer to such requirement to give prompt notice of
disposition.


                                      ARTICLE VI
                                    ADMINISTRATION

SECTION 6.1 - STOCK OPTION COMMITTEE

     The Committee shall consist of two or more Non-Associate Directors,
appointed by and holding office at the pleasure of the Board, each of whom is
both (a) a Non-Associate Director as defined by Rule 16b-3 and (b) an "OUTSIDE
DIRECTOR" within the meaning of Section 162(m)(4)(C)(ii) of the Code.
Appointment of Committee members shall be effective upon acceptance of
appointment.  Committee members may resign at any time by delivering written
notice to the Board.  Vacancies in the Committee shall be filled by the Board.


                                          12
<PAGE>

SECTION 6.2 - DUTIES AND POWERS OF COMMITTEE

     It shall be the duty of the Committee to conduct the general administration
of the Plan in accordance with its provisions.  The Committee shall have the
power to interpret the Plan and the Options and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules.  Any such
interpretations and rules in regard to (a) Incentive Stock Options shall be
consistent with the basic purpose of the Plan to grant "INCENTIVE STOCK OPTIONS"
within the meaning of Section 422 of the Code.  The Board shall have the right
to exercise all of the rights or duties of the Committee under the Plan.

SECTION 6.3 - MAJORITY RULE

     The Committee shall act by a majority of its members in office.  The
Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.

SECTION 6.4 - COMPENSATION; PROFESSIONAL ASSISTANCE;
    GOOD FAITH ACTIONS

     Members of the Committee shall receive such compensation for their services
as members as may be determined by the Board.  All expenses and liabilities
incurred by members of the Committee in connection with the administration of
the Plan shall be borne by the Company.  The Committee may employ attorneys,
consultants, accountants, appraisers, brokers or other persons.  The Committee,
the Company and its Officers and Directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons.  All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all Optionees, the Company and all other interested
persons.  No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Options, and all members of the Committee shall be fully protected by the
Company in respect to any such action, determination or interpretation.


                                     ARTICLE VII
                                   OTHER PROVISIONS

SECTION 7.1 - OPTIONS NOT TRANSFERABLE

     No Option or interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law, by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; PROVIDED, HOWEVER, that nothing in this Section 7.1 shall
prevent transfers by will or by the applicable laws of descent and distribution.


                                          13
<PAGE>

SECTION 7.2 - AMENDMENT, SUSPENSION OR
      TERMINATION OF THE PLAN

     The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Committee.
However, without approval of the Company's stockholders given within 12 months
before or after the action by the Committee, no action of the Committee may,
except as provided in Section 2.3, increase any limit imposed in Section 2.1 on
the maximum number of shares which may be issued on exercise of Options or amend
or modify the Plan in a manner requiring stockholder approval under Section 422
of the Code.  Neither the amendment, suspension nor termination of the Plan
shall, without the consent of the holder of the Option, impair any rights or
obligations under any Option theretofore granted.  No Option may be granted
during any period of suspension nor after termination of the Plan, and in no
event may any Option be granted under this Plan after the first to occur of the
following events:

     (a)  The expiration of ten years from the date the Plan is adopted by the
     Board; or

     (b)  The expiration of ten years from the date the Plan is approved by the
     Company's stockholders.

SECTION 7.3 - EFFECT OF PLAN UPON OTHER OPTION
      AND COMPENSATION PLANS

     The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary.  Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for Associates of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.

SECTION 7.4 - TITLES

     Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.

SECTION 7.5 - CONFORMITY TO SECURITIES LAWS

     The Plan is intended to conform to the extent necessary with all provisions
of the Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3.  Notwithstanding anything herein to the contrary,
the Plan shall be administered, and Options shall be granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by applicable law, the Plan and Options
granted hereunder shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.


                                          14
<PAGE>

                                      *  *  *  *

     I hereby certify that this Amended and Restated Sentient / Sunrise Stock
Option Plan was adopted by the Board of Directors of Sunrise Medical Inc. on
April 28, 1998.

     Executed on this ____ day of ____________, 1998.



                                      ------------------------------------------
                                                     Secretary


                                      *  *  *  *


                                          15


<PAGE>



             AMENDED AND RESTATED SENTIENT / SUNRISE STOCK OPTION PLAN
                          ASSOCIATE STOCK OPTION AGREEMENT
                                TERMS AND CONDITIONS
                                       (4/98)



     These Terms and Conditions constitute a part of the Amended and Restated
Sentient / Sunrise Stock Option Agreement, dated as of the date set forth on the
Stock Option Agreement Signature Page, applying to Options (other than
Non-Associate Director Options) granted under the Amended and Restated Sentient
/ Sunrise Stock Option Plan (the "PLAN") (the applicable terms of which are
hereby incorporated by reference and made a part hereof).  These Terms and
Conditions and the Stock Option Agreement Signature Page are together referred
to collectively as the "Agreement".


                                      ARTICLE I
                        DEFINITIONS AND RULES OF CONSTRUCTION

     Whenever capitalized terms are used herein, they shall have the meaning
specified (i) in the Plan or (ii) in this Agreement unless the context clearly
indicates to the contrary.  The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so indicates.  As
necessary for purposes of this Agreement, the "FAIR MARKET VALUE" of a share of
the Company's Common Stock shall be determined in accordance with Section 4.2(b)
of the Plan.

     This Agreement shall NOT apply to Non-Associate Director Options.


                                      ARTICLE II
                                   GRANT OF OPTION

SECTION 2.1 - GRANT OF OPTION

     The number of shares of the Company's $1.00 par value Common Stock covered
by the Option granted are set forth on the signature page hereto.

SECTION 2.2 - PURCHASE PRICE

     The purchase price of the shares of stock covered by the Option is set
forth on the signature page hereto and shall not be subject to commission or
other charge.

SECTION 2.3 - CONSIDERATION TO COMPANY

In consideration of the granting of the Option by the Company, the Associate
agrees to render faithful and efficient services to the Company, a Parent
Corporation or a Subsidiary, with such duties and responsibilities as the
Company shall from time to time prescribe, subject in each case to Associate's
status as an "At-Will" employee (See Section 5.11).


                                          1
<PAGE>

SECTION 2.4 - ADJUSTMENTS IN OPTION

     In the event that the outstanding shares of the stock subject to the Option
are changed into or exchanged for a different number or kind of shares of the
Company or other securities of the Company by reason of merger, reorganization,
consolidation, recapitalization, reclassification, stock split up, stock
dividend or combination of shares, the Committee shall make an appropriate and
equitable adjustment in the number and kind of shares as to which the Option, or
portions thereof then unexercised, shall be exercisable, to the end that after
such event the Associate's proportionate interest shall be maintained as before
the occurrence of such event.  Such adjustment in the Option shall be made
without change in the total price applicable to the unexercised portion of the
Option (except for any change in the aggregate price resulting from rounding-off
of share quantities or prices) and with any necessary corresponding adjustment
in the Option price per share; PROVIDED, HOWEVER, that, if the Option is an
Incentive Stock Option, each such adjustment shall be made in such manner as not
to constitute a "MODIFICATION" within the meaning of Section 424(h)(3) of the
Code.  Any such adjustment made by the Committee shall be final and binding upon
the Associate, the Company and all other interested persons.

                                     ARTICLE III
                               PERIOD OF EXERCISABILITY

SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY

     (a)  The Option shall become exercisable in the time and manner determined
by the Board as shown on each Stock Option Agreement Signature Page.

     (b)  No portion of the Option which is unexercisable at Termination of
Employment shall thereafter become exercisable PROVIDED THAT upon the death of
the Associate, the Option will immediately become fully vested and exercisable
in full.

SECTION 3.2 - DURATION OF EXERCISABILITY

     The installments provided for in Section 3.1 of this Agreement are
cumulative.  Each such installment which becomes exercisable pursuant to this
Agreement shall remain exercisable until it becomes unexercisable under Section
3.3.

SECTION 3.3 - EXPIRATION OF OPTION

     The Option may not be exercised to any extent by anyone after the first to
occur of the following events:

          (a)  The expiration of ten (10) years from the date that the Option
     was granted; or

          (b)  The expiration of 5 years from the date that the Option was
     granted if the Option is an Incentive Stock Option and the Associate
     owned (within the meaning of Section 424(d) of the Code), at the time
     the Option was granted, more than ten percent (10%) of the total
     combined voting power of all classes of stock of the Company, any
     Subsidiary or any Parent Corporation; or

          (c)  The expiration of 3 months following the date of the
     Associate's Termination of Employment unless such Termination of
     Employment results from his or her death, his or her retirement at or
     after age 65, or his or her disability (within the meaning of Section
     22(e)(3) of the Code); or


                                          2
<PAGE>

          (d)  The expiration of one (1) year from the date of the
     Associate's Termination of Employment by reason of his or her
     disability (within the meaning of Section 22(e)(3) of the Code); or

          (e)  The expiration of one (1) year from the date of the
     Associate's death or the Associate's Termination of Employment by
     reason of retirement on or after age 65; or

          (f)  The effective date of either the merger or consolidation of
     the Company with or into another corporation, or the acquisition by
     another corporation or person of all or substantially all of the
     Company's assets or eighty percent (80%) or more of the Company's then
     outstanding voting stock, or the liquidation or dissolution of the
     Company, unless the Committee waives this provision in connection with
     such transaction.  At least twenty (20) days prior to the effective
     date of such merger, consolidation, acquisition, liquidation or
     dissolution, the Committee shall give the Associate notice of such
     event if the Option has then neither been fully exercised nor become
     unexercisable under this Section 3.3.

If the Associate should exercise any portion of an Incentive Stock Option more
than three (3) months following the date of the Associate's retirement on or
after age 65 as provided in Section 3.3(e), he or she will be taxed, as to such
portion of the Option so exercised, as if such portion of the Option did not
qualify as an "INCENTIVE STOCK OPTION" (within the meaning of Section 422 of the
Code) but rather as if such portion was a non-qualified option.

SECTION 3.4 - MERGER, CONSOLIDATION, ACQUISITION
          OR DISSOLUTION OF THE COMPANY

     Except as expressly referenced in the Stock Option Agreement Signature
Page, in the event of the merger or consolidation of the Company with or into
another corporation, or the acquisition by another corporation or person of all
or substantially all of the Company's assets or eighty percent (80%) or more of
the Company's then outstanding voting stock, or the liquidation or dissolution
of the Company, either:

          (a)  The Option shall be assumed or an equivalent option substituted
     by any successor corporation to the Company.  The Company undertakes to
     make reasonable and adequate provision for such assumption or substitution
     of the Option upon or in connection with such merger, consolidation,
     acquisition, liquidation or dissolution; or

          (b)  The Committee shall provide that the Option shall become
     exercisable, for a minimum of fifteen (15) days prior to such event, as to
     all the shares covered hereby, notwithstanding that this Option may not yet
     have become fully exercisable under Section 3.1(a), but subject to Section
     3.5.

SECTION 3.5 - SPECIAL TAX CONSEQUENCES

     To the extent that the aggregate fair market value (as determined pursuant
to the Code) of stock with respect to which "INCENTIVE STOCK OPTIONS" (within
the meaning of Section 422 of the Code, but without regard to Section 422(d) of
the Code), including the Option if it is an Incentive Stock Option, are
exercisable for the first time by the Associate during any calendar year (under
the Plan and all other incentive stock option plans of the Company, any
Subsidiary and any Parent Corporation) exceeds $100,000, such options shall be
treated as not qualifying under Section 422 of the Code but rather shall be
taxed as non-qualified options.  The rule set forth in the preceding sentence
shall be applied by taking


                                          3
<PAGE>

options into account in the order in which they were granted.  For purposes of
these rules, the fair market value of stock shall be determined as of the time
that the option with respect to such stock is granted.

                                      ARTICLE IV
                                  EXERCISE OF OPTION

SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE

     During the lifetime of the Associate, only he or she may exercise the
Option or any portion thereof.  After the death of the Associate, any
exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.3, be exercised by his or her personal
representative or by any person empowered to do so under the Associate's will or
under the then applicable laws of descent and distribution.

SECTION 4.2 - PARTIAL EXERCISE

     Any exercisable portion of the Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.3;
PROVIDED, HOWEVER, that each partial exercise shall be for not less than 100
shares (or the annual installment set forth in Section 3.1, if a smaller number
of shares) and shall be for whole shares only.

SECTION 4.3 - MANNER OF EXERCISE

     The Option, or any exercisable portion thereof, may be exercised solely by
delivery to the Secretary or his or her office of all of the following prior to
the time when the Option or such portion becomes unexercisable under
Section 3.3:

          (a)  Notice in writing signed by the Associate or the other
     person then entitled to exercise the Option or portion, stating that
     the Option or portion is thereby exercised, such notice complying with
     all applicable rules established by the Committee; and

          (b)  (1)  Full payment (in cash or by check) for the shares with
     respect to which such Option or portion is exercised; or

               (2)  With the consent of the Committee, (A) shares of
          the Company's Common Stock owned by the Associate duly
          endorsed for transfer to the Company or (B) shares of the
          Company's Common Stock issuable to the Associate upon
          exercise of the Option, with a fair market value on the date
          of Option exercise equal to the aggregate Option price of
          the shares with respect to which such Option or portion is
          thereby exercised; or

               (3)  With the consent of the Committee, any combination
          of the  consideration provided in the foregoing
          subparagraphs (1) and (2); and


                                          4
<PAGE>

          (c)  A BONA FIDE written representation and agreement, in a form
     satisfactory to the Committee, signed by the Associate or other person
     then entitled to exercise such Option or portion, stating that the
     shares of stock are being acquired for his or her own account, for
     investment and without any present intention of distributing or
     reselling said shares or any of them except as may be permitted under
     the Securities Act and the applicable rules and regulations
     thereunder, and that the Associate or other person then entitled to
     exercise such Option or portion will indemnify the Company against and
     hold it free and harmless from any loss, damage, expense or liability
     resulting to the Company if any sale or distribution of the shares by
     such person is contrary to the representation and agreement referred
     to above.  The Committee may, in its absolute discretion, take
     whatever additional actions it deems appropriate to insure the
     observance and performance of such representation and agreement and to
     effect compliance with the Securities Act and any other federal or
     state securities laws or regulations.  Without limiting the generality
     of the foregoing, the Committee may require an opinion of counsel
     acceptable to it to the effect that any subsequent transfer of shares
     acquired on an Option exercise does not violate the Securities Act,
     and may issue stop-transfer orders covering such shares.  Share
     certificates evidencing stock issued on exercise of the Option shall
     bear an appropriate legend referring to the provisions of this
     subsection (c) and the agreements herein.  The written representation
     and agreement referred to in the first sentence of this subsection (c)
     shall, however, not be required if the shares to be issued pursuant to
     such exercise have been registered under the Securities Act, and such
     registration is then effective in respect of such shares; and

          (d)  Full payment to the Company (or other employer corporation)
     of all amounts which, under federal, state or local tax law, it is
     required to withhold upon exercise of the Option.  If the Option is a
     Non-Qualified Option, the payment of such withholding shall be
     effected by retention by the Company, from the shares of the Company's
     Common Stock otherwise issuable upon exercise of the Option, of shares
     with a fair market value on the date of Option exercise equal to the
     amount of such required withholdings, rounded up to the next whole
     number of shares.  The Company shall pay to the Associate or other
     person then entitled to exercise the Option an amount in cash equal to
     the fair market value of any fractional share retained in excess of
     the shares representing, in value, the amount of such required
     withholdings; and

          (e)  In the event the Option or portion shall be exercised
     pursuant to Section 4.1 by any person or persons other than the
     Associate, appropriate proof of the right of such person or persons to
     exercise the Option.

SECTION 4.4 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

     The shares of stock deliverable upon the exercise of the Option, or any
portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company.  Such shares shall
be fully paid and nonassessable.  The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock purchased upon the
exercise of the Option or portion thereof prior to fulfillment of all of the
following conditions:

          (a)  The admission of such shares to listing on all stock
     exchanges on which such class of stock is then listed; and


                                          5
<PAGE>

          (b)  The completion of any registration or other qualification of
     such shares under any state or federal law or under rulings or
     regulations of the Securities and Exchange Commission or of any other
     governmental regulatory body, which the Committee shall, in its
     absolute discretion, deem necessary or advisable; and

          (c)  The obtaining of any approval or other clearance from any
     state or federal governmental agency which the Committee shall, in its
     absolute discretion, determine to be necessary or advisable; and

           (d)  The lapse of such reasonable period of time following the
     exercise of the Option as the Committee may from time to time
     establish for reasons of administrative convenience.

SECTION 4.5 - NO RIGHTS AS STOCKHOLDER

     The holder of the Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares purchasable
upon the exercise of any part of the Option unless and until certificates
representing such shares shall have been issued by the Company to such holder.


                                      ARTICLE V
                                   OTHER PROVISIONS

SECTION 5.1 - ADMINISTRATION

     The Committee shall have the power to interpret the Plan and this Agreement
and to adopt such rules for the administration, interpretation and application
of the Plan as are consistent therewith and to interpret or revoke any such
rules.  All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon the Associate, the
Company and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Option.  The Board shall have the right to
exercise all of the rights or duties of the Committee under the Plan and this
Agreement.

SECTION 5.2 - OPTION NOT TRANSFERABLE

     Neither the Option nor any interest or right therein or part thereof shall
be liable for the debts, contracts or engagements of the Associate or his or her
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; PROVIDED, HOWEVER, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.

SECTION 5.3 - SHARES TO BE RESERVED

     The Company shall at all times during the term of the Option reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the requirements of this Agreement.


                                          6
<PAGE>

SECTION 5.4 - NOTICES

     Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Associate shall be addressed to him at the address given beneath
his or her signature hereto.  By a notice given pursuant to this Section 5.4,
either party may hereafter designate a different address for notices to be given
to him.  Any notice which is required to be given to the Associate shall, if the
Associate is then deceased, be given to the Associate's personal representative
if such representative has previously informed the Company of his or her status
and address by written notice under this Section 5.4.  Any notice shall be
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.

SECTION 5.5 - TITLES

     Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.

SECTION 5.6 - NOTIFICATION OF DISPOSITION

     In the case of an Incentive Stock Option, the Associate shall give prompt
notice to the Company of any disposition or other transfer of any shares of
stock acquired under the Agreement if such disposition or transfer is made (a)
within two (2) years from the date of granting the Option with respect to such
shares or (b) within one (1) year after the transfer of such shares to him.
Such notice shall specify the date of such disposition or other transfer and the
amount realized, in cash, other property, assumption of indebtedness or other
consideration, by the Associate in such disposition or other transfer.

SECTION 5.7 - CONSTRUCTION

     The Agreement has been negotiated and executed in, and shall be
administered, interpreted and enforced under the laws of, the State of
California.

SECTION 5.8 - CONFORMITY TO SECURITIES LAWS

     The Associate acknowledges that the Plan is intended to conform to the
extent necessary with all provisions of the Securities Act and the Exchange Act
and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, including without limitation Rule 16b-3.  Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Option
is granted and may be exercised, only in such a manner as to conform to such
laws, rules and regulations.  To the extent permitted by applicable law, the
Plan and this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.

SECTION 5.9 - AMENDMENT

     The Committee and the Company expressly reserve the right to amend, modify,
suspend or terminate this Agreement; PROVIDED, HOWEVER, that no such amendment,
modification, suspension or termination shall impair or diminish any rights or
increase any obligations of the holder of the Option without such holder's
consent.


                                          7
<PAGE>

SECTION 5.10 - ALTERNATIVE DISPUTE RESOLUTION

     ALL DISPUTES BETWEEN ASSOCIATE AND THE COMPANY OR ONE OF ITS SUBSIDIARIES,
AFFILIATES, OFFICERS, ASSOCIATES OR DIRECTORS ARISING FROM OR IN ANY WAY
CONNECTED TO, CONCERNING, OR RELATED TO (i) ASSOCIATE'S EMPLOYMENT WITH THE
COMPANY (OR A SUBSIDIARY), AND/OR (ii) THE TERMINATION OF SUCH EMPLOYMENT,
AND/OR (iii) THIS AGREEMENT SHALL BE RESOLVED IF POSSIBLE BY NON-BINDING
MEDIATION BY A MUTUALLY ACCEPTABLE MEDIATOR.  IF EITHER PARTY DETERMINES THAT
MEDIATION IS NOT SUCCESSFULLY RESOLVING THE DISPUTE, THE DISPUTE SHALL BE
RESOLVED BY FINAL AND BINDING ARBITRATION before a single arbitrator under the
Employment Dispute Resolution Rules of the American Arbitration Association. The
mediation and/or arbitration referenced above shall be sited in the headquarters
city of the division which employs Associate (currently San Diego for Corporate
office Associates, Fresno for Quickie Associates, etc.). The company shall pay
the mediation and arbitration fees but not attorney fees.  The results of the
arbitration shall be final and binding upon the parties and may be enforced by
any court of competent jurisdiction. In the case of arbitration, the Arbitrator
shall have the power to award costs (but not attorney fees) to the prevailing
party. The Associate understands and agrees that by signing the signature page,
both Associate and the Company are giving up their respective rights to a jury
trial.  THIS DISPUTE RESOLUTION PROCESS COVERS ANY DISPUTES (NOT JUST DISPUTES
RELATING TO THIS AGREEMENT) INCLUDING BUT NOT LIMITED TO:  EMPLOYMENT
DISCRIMINATION, SEXUAL HARASSMENT, DEFAMATION AND WRONGFUL TERMINATION AND SHALL
SURVIVE THE TERMINATION OF YOUR EMPLOYMENT.

SECTION 5.11 - "AT-WILL" STATUS & INTEGRATION & MODIFICATION CLAUSE

     ASSOCIATE HEREBY AGREES THAT IN ACCORDANCE WITH THE POLICIES OF THE
COMPANY, ASSOCIATE IS AN "AT-WILL" EMPLOYEE OF THE COMPANY OR ONE OF ITS
SUBSIDIARIES.  This means that Associate can resign employment at any time, and
may be terminated or demoted at any time.  The parties agree that nothing shall
interfere with or restrict in any way the rights of such employer (which rights
are hereby expressly reserved), to discharge, demote or change compensation or
the conditions of employment of Associate at any time for any (or no) reason
whatsoever, and with or without good cause, all in employer's sole, absolute and
unfettered discretion.  The Company's agreement to provide Associates the stock
options described in this Agreement is given in exchange for Associate's
acknowledgment or agreement that his/her employment is, and will be, at-will.
THIS AGREEMENT CONTAINS THE SOLE AND ENTIRE AGREEMENT OF THE PARTIES AND
SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS NEGOTIATIONS, AGREEMENTS,
UNDERSTANDINGS AND THE LIKE BETWEEN ASSOCIATE AND THE COMPANY (OR SUCH
SUBSIDIARY).  No modification, waiver, amendment, discharge or change of (i)
this Agreement or (ii) Associate's status as an "at-will" employee shall be
valid unless the same is in writing and signed by the party against whom the
enforcement of such modification, waiver, amendment, discharge or change is or
may be sought, which writing expressly states an intention to modify this
Agreement.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties identified on the signature page of this Agreement.


(Amended and Restated Sentient / Sunrise Stock Option Plan Rev. 1    4/98)



                                          8