<PAGE>



                                 AMX CORPORATION

                           1999 EQUITY INCENTIVE PLAN

                            Adopted February 9, 1999

       1.     PURPOSE OF THE PLAN.

       The purpose of the Plan is to provide a means by which selected Employees
of and Consultants to the Company and its Affiliates may be given an opportunity
to acquire a proprietary interest in the Company. Under the Plan, the Company
may provide various types of long-term incentive awards, including Stock
Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock
Reload Options and Other Stock-Based Awards, in order to retain the services of
persons who are now Employees of or Consultants to the Company and its
Affiliates, to secure and retain the services of new Employees and Consultants,
and to provide incentives for such persons to exert maximum efforts for the
success of the Company and its Affiliates. Stock Options granted under the Plan
may be Incentive Stock Options or Nonqualified Stock Options, as determined by
the Committee at the time of grant of an Option and subject to the applicable
provisions of Section 422 of the Code and the regulations promulgated
thereunder.

       2.     DEFINITIONS.

       As used herein, the following definitions shall apply:

       (a)    "Affiliate" means, with respect to any Person, any Parent or
Subsidiary of such Person, whether such Parent or Subsidiary is now or hereafter
existing.

       (b)    "Agreement" means the agreement between the Company and the Holder
setting forth the terms and conditions of an Award under the Plan.

       (c)    "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code and the applicable laws of any
foreign country or jurisdiction where Options are, or will be, granted under the
Plan.

       (d)    "Award" means an award of Options, Stock Appreciation Rights,
Restricted Stock, Deferred Stock, Stock Reload Options or Other Stock-Based
Awards under the Plan.

       (e)    "Beneficial Owner" means a "beneficial owner" as defined in Rule
13d-3 of the Exchange Act.

       (f)    "Board" means the Board of Directors of the Company.

       (g)    "Code" means the Internal Revenue Code of 1986, as amended.



<PAGE>



       (h)    "Change of Control" means the occurrence of (i) any Person or
Group of Persons becoming for the first time the Beneficial Owner, directly or
indirectly, of more than fifty percent (50%) of the total combined voting power
of all classes of capital stock of the Company normally entitled to vote for the
election of directors of the Company ("Voting Stock"), other than as a result of
a transfer or series of related transfers of Voting Stock from a Person or Group
of Persons who immediately prior to such transfer or transfers was the
Beneficial Owner, and who after giving effect to such transfer or transfers
continues to be the Beneficial Owner, of more than fifty percent (50%) of the
Voting Stock of the Company; (ii) a merger or consolidation of the Company with
or into another Person or the merger of another Person into the Company as a
consequence of which those Persons who held all of the Voting Stock of the
Company immediately prior to such merger or consolidation do not hold either
directly or indirectly a majority of the Voting Stock of the Company (or, if
applicable, the surviving company of such merger or consolidation) after the
consummation of such merger or consolidation; (iii) the sale of all or
substantially all of the assets of the Company to any Person or Group of Persons
(other than to an entity which owns a majority or more of the Common Stock of
the Company, a Subsidiary of the Company, or to an entity whose equity interests
are owned directly or indirectly by the Company or by an entity which owns
directly or indirectly a majority or more of the Common Stock of the Company);
or (iv) any event or series of events (which event or series of events must
include a proxy fight or proxy solicitation with respect to the election of
directors of the Company made in opposition to the nominees recommended by the
Continuing Directors) during any period of 12 consecutive months, as a result of
which a majority of the Board of Directors of the Company consists of
individuals other than Continuing Directors.

       (i)    "Committee" means the Compensation Committee of the Board of
Directors.

       (j)    "Common Stock" means the Common Stock, par value $.01 per share,
of the Company.

       (k)    "Company" means AMX Corporation.

       (l)    "Consultant" means (i) any person who is engaged by the Company or
any Parent or Subsidiary to render consulting or advisory services and is
compensated for such services and (ii) any Director of the Company, whether such
Director is compensated for such services or not.

       (m)    "Continuous Status as an Employee or Consultant" means that the
employment or consulting relationship with the Company or any Affiliate is not
interrupted or terminated. Continuous Status as an Employee or Consultant shall
not be considered interrupted in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company or between the
Company or any Affiliate or any successor. A leave of absence approved by the
Company shall include sick leave, military leave, or any other personal leave
approved by an authorized representative of the Company. For purposes of
Incentive Stock Options, no such leave may exceed 90 days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 91st day of such leave any Incentive Stock Option held
by the Holder shall cease to be treated

                                        2


<PAGE>



for tax purposes as an Incentive Stock Option and shall be treated for tax
purposes as a Nonqualified Stock Option.

       (n)    "Deferred Stock" means Stock to be received at the end of a
specified deferral period under an Award made pursuant to Section 10 below.

       (o)    "Director" means a member of the Board of Directors of the
Company.


       (p)    "Employee" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. The payment of a
Director's fee by the Company shall not be sufficient to constitute "employment"
by the Company.

       (q)    "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

       (r)    "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

              (i)    If the Common Stock is listed on any established stock
       exchange or a national market system, including without limitation the
       Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
       Market, its Fair Market Value shall be the closing sales price for such
       stock (or the closing bid, if no sales were reported) as quoted on such
       exchange or system for the last market trading day prior to the time of
       determination, as reported in The Wall Street Journal or such other
       source as the Committee deems reliable;

              (ii)   If the Common Stock is regularly quoted by a recognized
       securities dealer but selling prices are not reported, its Fair Market
       Value shall be the mean between the high bid and low asked prices for the
       Common Stock on the last market trading day prior to the day of
       determination; or

              (iii)  In the absence of an established market for the Common
       Stock, the Fair Market Value thereof shall be determined in good faith by
       the Committee.

              (s)    "Group" means a "group" as such term is used in Section
       13(d)(3) of the Exchange Act.

              (t)    "Holder" means a person who has received an Award under the
       Plan.

       (u)    "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

       (v)    "Nonqualified Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

                                        3


<PAGE>



       (w)    "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

       (x)    "Option" means a Stock Option granted pursuant to the Plan.

       (y)    "Option Agreement" shall mean the written option agreement,
substantially in the form attached hereto as Exhibit A (or such other form as
may be approved by the Committee for use under the Plan pursuant to Section
3(b)(v) hereof), between the Company and Holder evidencing the grant of an
Option.

       (z)    "Optioned Stock" means the Common Stock subject to an Option.

       (aa)   "Other Stock-Based Awards" means awards (other than Stock Options,
Stock Appreciation Rights, Restricted Stock, Deferred Stock and Stock Reload
Options) denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to shares of Common Stock.

       (bb)   "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

       (cc)   "Person" means an individual or entity.

       (dd)   "Plan" means this 1999 Equity Incentive Plan.

       (ee)   "Restricted Stock" means Stock, received under an Award made
pursuant to Section 9 below, that is subject to restrictions under said Section
9.

       (ff)   "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
or any successor rule thereto.

       (gg)   "Section 16(b)" means Section 16(b) of the Exchange Act.

       (hh)   "SAR Value" means the excess of the Fair Market Value of one share
of Common Stock over the exercise price per share specified in a related Stock
Option in the case of a Stock Appreciation Right granted in tandem with a Stock
Option and the Stock Appreciation Right price per share in the case of a Stock
Appreciation Right awarded on a free standing basis, in each case multiplied by
the number of shares in respect of which the Stock Appreciation Right shall be
exercised, on the date of exercise.

       (ii)   "Share" means a share of the Common Stock of the Company.

       (jj)   "Stock" means the Common Stock of the Company.

                                        4


<PAGE>



       (kk)   "Stock Appreciation Right' means the right, pursuant to an Award
granted under Section 8 hereof, to recover an amount equal to the SAR Value.

       (ll)   "Stock Option" means any Option to purchase shares of Stock which
is granted pursuant to the Plan.

       (mm)   "Stock Reload Option" means any option granted under Section 7(e)
as a result of the payment of the exercise price of a Stock Option and/or the
withholding tax related thereto in the form of Stock owned by the Holder or the
withholding of Stock by the Company.

       (nn)   "Subsidiary" "Subsidiary" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the Code,
including without limitation, in the case of the Company, PHAST Corporation,
Axcess Technology, Ltd., and AMX Control Systems, Ltd. Pte.

       (oo)   "Tandem Stock Appreciation Right" means a Stock Appreciation Right
granted in tandem with all or part of any Stock Option granted under the Plan.

       3.     ADMINISTRATION OF THE PLAN.

       (a)    PLAN ADMINISTRATION. The Plan at all times shall be administered
by the Committee, which shall be comprised solely of not less than two members
who shall be (i) "Non-Employee Directors" within the meaning of Rule 16b-3 and
(ii) unless otherwise determined by the Board of Directors, "outside directors"
within the meaning of Treasury Regulation Section 1.162-27(e)(3) under Section
162(m) of the Code.

       (b)    POWERS OF THE COMMITTEE. Subject to the provisions of the Plan and
subject to the approval of any relevant authorities, including the approval, if
required, of any stock exchange upon which the Common Stock is listed, the
Committee shall have the full authority to award: (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Restricted Stock, (iv) Deferred Stock, (v) Stock
Reload Options and/or (vi) Other Stock-Based Awards. For purposes of
illustration and not of limitation, the Committee shall have the authority
(subject to the express provisions of the Plan):

              (i)   to determine the Fair Market Value of the Common Stock;

              (ii)  to select the Consultants and Employees to whom Awards may
       from time to time be granted hereunder;

              (iii) to determine whether and to what extent Awards or any
       combination thereof are granted hereunder;

              (iv)  to determine the number of Shares to be covered by each
       such Award granted hereunder;

                                        5


<PAGE>



              (v)   to approve forms of agreement for use under the Plan;

              (vi)  to determine the terms and conditions, not inconsistent
       with the terms of the Plan, of any Award granted hereunder. Such terms
       and conditions include, but are not limited to, the exercise price of an
       Option; any specified performance goals or other criteria which must be
       attained for the vesting of an Award; any restrictions or limitations;
       and any vesting, exchange, surrender, cancellation, acceleration,
       termination, exercise or forfeiture provisions; and

              (vii) to construe and interpret the terms of the Plan and Awards
       granted pursuant to the Plan.

       (c)    EFFECT OF COMMITTEE'S DECISION. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Holders of
any Awards. No member of the Board or any Committee administering the Plan shall
be liable for any action taken or determination made in good faith with respect
to the Plan or any Option granted hereunder.

       4.     STOCK SUBJECT TO THE PLAN.

       The maximum aggregate number of Shares that may be acquired by Holders of
any Awards granted under the Plan is 3,000,000 Shares and the maximum number of
Shares that may be acquired by an individual Holder under the Plan shall not
exceed 1,500,000 (in each case subject to adjustment as provided in Section 12
of the Plan). The Shares may be authorized but unissued or reacquired Common
Stock.

       If any shares of Stock that have been granted pursuant to a Stock Option
cease to be subject to a Stock Option, or if any shares of Stock that are
subject to any Stock Appreciation Right, Restricted Stock, Deferred Stock award,
Reload Stock Option or Other Stock-Based Award granted hereunder are forfeited
or any such award otherwise terminates without a payment being made to the
Holder in the form of Stock, such shares shall again be available for
distribution in connection with future grants and awards under the Plan. Only
net shares issued upon a stock-for-stock exercise (including stock used for
withholding taxes) shall be counted against the number of shares available under
the Plan.

       5.     ELIGIBILITY.

       (a)    Awards may be made or granted to key employees, officers,
directors and consultants of the Company who are deemed to have rendered or to
be able to render significant services to the Company or its Subsidiaries and
who are deemed to have contributed or to have the potential to contribute to the
success of the Company. No Incentive Stock Option shall be granted to any person
who is not an employee of the Company or a Subsidiary at the time of grant.

                                        6


<PAGE>



       (b)    Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonqualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company or any Affiliate) exceeds $100,000, such Options shall
be treated for tax purposes as Nonqualified Stock Options. For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account in the order
in which they were granted. For purposes of this Section 5(b), the Fair Market
Value of the Shares shall be determined as of the time the Option with respect
to such Shares is granted.

       (c)    Neither the Plan nor any Award shall confer upon any Holder any
right with respect to continuation of his or her employment or consulting
relationship with the Company or any Affiliate, nor shall it interfere in any
way with his or her right or the Company's right to terminate his or her
employment or consulting relationship at any time, with or without cause.

       6.     OPTION EXERCISE PRICE AND CONSIDERATION.

       (a)    The per Share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Committee, but
in the case of an Incentive Stock Option:

              (i)    granted to an Employee who, at the time of grant of such
       Option, owns stock representing more than ten percent (10%) of the voting
       power of all classes of stock of the Company or any Affiliate, the per
       Share exercise price shall not be less than 110% of the Fair Market Value
       per Share on the date of grant; and

              (ii)   granted to any other Employee, the per Share exercise price
       shall not be less than 100% of the Fair Market Value per Share on the
       date of grant.

       (b)    The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Committee (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration shall be paid, to the
extent permitted by applicable statutes and regulations at the time the Option
is exercised, either (i) in cash or check, or (ii) at the discretion of the
Committee, in one or a combination of the following ways (which may be in
combination with or in lieu of payment by cash or check): (A) by delivery to the
Company of other Shares of Common Stock of the Company to be valued at their
Fair Market Value on the exercise date, (B) according to a deferred payment or
other arrangement with the Person to whom the Option is granted or to whom the
Option is transferred pursuant to Section 15, (C) withholding of Shares that
would otherwise be issued upon the exercise of the Option, valued at their Fair
Market Value on the exercise date, or (D) in any other form of legal
consideration that may be acceptable to the Committee. In making its
determination as to the type of consideration to accept, the Committee shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company. In addition, such consideration shall be accompanied by the
delivery by the Optionee of a properly executed exercise notice together with
such other documentation as the

                                       7


<PAGE>



Committee and a broker, if applicable, shall require to effect an exercise of
the Option and delivery to the Company of the sale or loan proceeds required to
pay the exercise price.

       7.     EXERCISE OF OPTION.

       (a)    PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Committee, including performance criteria with respect to
the Company and/or the Optionee, and as shall be permissible under the terms of
the Plan. The total number of Shares subject to an Option may, but need not, be
allotted in periodic installments (which may, but need not, be equal). The
Option Agreement may provide that from time to time during each of such
installment periods, the Option may become exercisable with respect to some or
all of the Shares allotted to that period and may be exercised with respect to
some or all of the Shares allotted to such period and/or any prior period as to
which the Option became vested but was not fully exercised.

       An Option may not be exercised for a fraction of a Share. Exercise of an
Option in any manner shall result in a decrease in the number of Shares that
thereafter may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

       Subject to Section 18, an Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Option Agreement by the Person entitled to exercise the Option
and full payment for the Shares with respect to which the Option is exercised
has been received by the Company. To the extent required by applicable federal,
state, local or foreign law, an Optionee shall make arrangements satisfactory to
the Company for the satisfaction of any withholding tax obligations that arise
by reason of an Option exercise or any sale of Shares, which obligations may, as
authorized by the Committee, consist of any consideration and method of payment
allowable under Section 6(b) hereof. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote, receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate promptly upon
exercise of the Option. No adjustment shall be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 12 hereof.

       (b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. Subject to
paragraph (c) below, in the event of termination of an Optionee's Continuous
Status as an Employee or Consultant, such Optionee may exercise his or her
Option to the extent that the Optionee was entitled to exercise it at the date
of such termination; provided, however, that such Option may be exercised only
within such period of time as is determined by the Committee at the date of
grant. Such time period shall not, in the case of an Incentive Stock Option,
exceed three (3) months after the date of such termination and shall not, in any
case, be later than the expiration date of the term of such

                                        8


<PAGE>



Option as set forth in the Option Agreement. To the extent that the Optionee was
not entitled to exercise the Option at the date of such termination, or if the
Optionee does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan. An Optionee's Continuous Status as an Employee
or Consultant shall not be terminated in the event of Optionee's change of
status from an Employee to a Consultant or from a Consultant to an Employee;
provided, however, that in the event of an Optionee's change of status from an
Employee to a Consultant, any Incentive Stock Option granted to such Employee
shall automatically cease to be treated for tax purposes as an Incentive Stock
Option and shall be treated for tax purposes as a Nonqualified Stock Option on
the day three months and one day following such change of status.

       (c)    DISABILITY OF OPTIONEE. In the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a result of his or
her disability, the Optionee may, but only within twelve (12) months from the
date of such termination (and in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), exercise the Option
to the extent he or she otherwise was entitled to exercise it at the date of
such termination. If such disability is not a "disability" as such term is
defined in Section 22(e)(3) of the Code, then in the case of an Incentive Stock
Option such Incentive Stock Option shall automatically cease to be treated for
tax purposes as an Incentive Stock Option and shall be treated for tax purposes
as a Nonqualified Stock Option on the day three months and one day following
such termination. To the extent that the Optionee was not entitled to exercise
the Option at the date of termination, or if the Optionee does not exercise such
Option to the extent so entitled within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

       (d)    DEATH OF OPTIONEE. In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement) by the Optionee's estate or by any
Person who acquired the right to exercise the Option by bequest or inheritance
(the "Option Beneficiary"), but only to the extent that the Optionee was
entitled to exercise the Option on the date of death. To the extent that, at the
time of death, the Optionee was not entitled to exercise the Option, or if the
Option Beneficiary does not exercise the Option within the time specified
herein, the Option shall terminate and the Shares covered by such Option shall
revert to the Plan.

       (e)    STOCK RELOAD OPTION. The Committee may also grant to the Holder
(concurrently with the grant of an Incentive Stock Option and at or after the
time of grant in the case of a Non-Qualified Stock Option) a Stock Reload Option
up to the amount of shares of Stock held by the Holder for at least six months
and used to pay all or part of the exercise price of an Option and, if any,
withheld by the Company as payment for withholding taxes. Such Stock Reload
Option shall have an exercise price of the Fair Market Value as of the date of
the Stock Reload Option grant. Unless the Committee determines otherwise, a
Stock Reload Option may be exercised commencing one year after it is granted and
shall expire on the date of expiration of the Option to which the Stock Reload
Option is related.

                                        9


<PAGE>



       8.     STOCK APPRECIATION RIGHTS.

       (a)    GRANT AND EXERCISE. Stock Appreciation Rights may be granted in
tandem with (i.e., Tandem Stock Appreciation Right) or in conjunction with all
or part of any Stock Option granted under the Plan or may be granted on a
free-standing basis. In the case of a Non-Qualified Stock Option, a Tandem Stock
Appreciation Right may be granted either at or after the time of the grant of
such Non-Qualified Stock Option. In the case of an Incentive Stock Option, a
Tandem Stock Appreciation Right may be granted only at the time of the grant of
such Incentive Stock Option.

       (b)    TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject
to the following terms and conditions:

              (i)    EXERCISABILITY. Tandem Stock Appreciation Rights shall
       be exercisable only at such time or times and to the extent that the
       Stock Options to which they relate shall be exercisable in accordance
       with the provisions of Section 7 hereof and this Section 8 and may be
       subject to the Code with respect to related Incentive Stock Options
       and such additional limitations on exercisability as shall be
       determined by the Committee and set forth in the Agreement. Other
       Stock Appreciation Rights shall be exercisable at such time or times
       and subject to such terms and conditions as shall be determined by
       the Committee and set forth in the Agreement.

              (ii)   TERMINATION. A Tandem Stock Appreciation Right shall
       terminate and shall no longer be exercisable upon the termination or
       exercise of the related Stock Option, except that, unless otherwise
       determined by the Committee at the time of grant, a Tandem Stock
       Appreciation Right granted with respect to less than the full number of
       shares covered by a related Stock Option shall not be reduced until after
       the number of shares remaining under the related Stock Option equals the
       number of shares covered by the Tandem Stock Appreciation Right.

              (iii)  METHOD OF EXERCISE. A Tandem Stock Appreciation Right may
       be exercised by a Holder by surrendering the applicable portion of the
       related Stock Option. Upon such exercise and surrender, the Holder shall
       be entitled to receive such amount in the form determined pursuant to
       Section 8(b)(iv) below. Stock Options which have been so surrendered, in
       whole or in part, shall no longer be exercisable to the extent the
       related Tandem Stock Appreciation Rights have been exercised.

              (iv)   RECEIPT OF SAR VALUE. Upon the exercise of a Stock
       Appreciation Right, a Holder shall be entitled to receive up to, but not
       more than, an amount in cash and/or shares of Stock equal to the SAR
       Value with the Committee having the right to determine the form of
       payment.

              (v)    SHARES AFFECTED UPON PLAN. Upon the exercise of a Tandem
       Stock Appreciation Right, the Stock Option or part thereof to which such
       Tandem Stock

                                       10


<PAGE>



       Appreciation Right is related shall be deemed to have been exercised for
       the purpose of the limitation set forth in Section 4 hereof on the number
       of shares of Common Stock to be issued under the Plan, but only to the
       extent of the number of shares, if any, issued under the Tandem Stock
       Appreciation Right at the time of exercise based upon the SAR Value.

       9.     RESTRICTED STOCK.

       (a)    GRANT. Shares of Restricted Stock may be awarded either alone or
in addition to other Awards granted under the Plan. The Committee shall
determine the eligible persons to whom, and the time or times at which, grants
of Restricted Stock will be awarded, the number of shares to be awarded, the
price (if any) to be paid by the Holder, the time or times within which such
Awards may be subject to forfeiture ("Restriction Period"), the vesting schedule
and rights to acceleration thereof, and all other terms and conditions of the
Awards.

       (b)    TERMS AND CONDITIONS. Each Restricted Stock Award shall be subject
to the following terms and conditions:

              (i)    CERTIFICATES. Restricted Stock, when issued, will be
       represented by a stock certificate or certificates registered in the name
       of the Holder to whom such Restricted Stock shall have been awarded.
       During the Restriction Period, certificates representing the Restricted
       Stock and any securities constituting Retained Distributions (as defined
       below) shall bear a legend to the effect that ownership of the Restricted
       Stock (and such Retained Distributions), and the enjoyment of all rights
       appurtenant thereto, are subject to the restrictions, terms and
       conditions provided in the Plan and the Agreement. Such certificates
       shall be deposited by the Holder with the Company, together with stock
       powers or other instruments of assignment, each endorsed in blank, which
       will permit transfer to the Company of all or any portion of the
       Restricted Stock and any securities constituting Retained Distributions
       that shall be forfeited or that shall not become vested in accordance
       with the Plan and the Agreement.

              (ii)   RIGHTS OF HOLDER. Restricted Stock shall constitute issued
       and outstanding shares of Common Stock for all corporate purposes. The
       Holder will have the right to vote such Restricted Stock, to receive and
       retain all regular cash dividends and other cash equivalent distributions
       as the Board may in its sole discretion designate, pay or distribute on
       such Restricted Stock and to exercise all other rights, powers and
       privileges of a holder of Common Stock with respect to such Restricted
       Stock, with the exceptions that (A) the Holder will not be entitled to
       delivery of the stock certificate or certificates representing such
       Restricted Stock until the Restriction Period shall have expired and
       unless all other vesting requirements with respect thereto shall have
       been fulfilled; (B) the Company will retain custody of the stock
       certificate or certificates representing the Restricted Stock during the
       Restriction Period; (C) other than regular cash dividends and other cash
       equivalent distributions as the Board may in its sole discretion
       designate, pay or distribute, the Company will retain custody of all
       distributions ("Retained Distributions") made or declared with

                                       11


<PAGE>



       respect to the Restricted Stock (and such Retained Distributions will be
       subject to the same restrictions, terms and conditions as are applicable
       to the Restricted Stock) until such time, if ever, as the Restricted
       Stock with respect to which such Retained Distributions shall have been
       made, paid or declared shall have become vested and with respect to which
       the Restriction Period shall have expired; (D) a breach of any of the
       restrictions, terms or conditions contained in this Plan or the Agreement
       or otherwise established by the Committee with respect to any Restricted
       Stock or Retained Distributions will cause a forfeiture of such
       Restricted Stock and any Retained Distributions with respect thereto.

              (iii)  VESTING: FORFEITURE. Upon the expiration of the Restriction
       Period with respect to each Award of Restricted Stock and the
       satisfaction of any other applicable restrictions, terms and conditions
       (A) all or part of such Restricted Stock shall become vested in
       accordance with the terms of the Agreement, and (B) any Retained
       Distributions with respect to such Restricted Stock shall become vested
       to the extent that the Restricted Stock related thereto shall have become
       vested. Any such Restricted Stock and Retained Distributions that do not
       vest shall be forfeited to the Company and the Holder shall not
       thereafter have any rights with respect to such Restricted Stock and
       Retained Distributions that shall have been so forfeited.

       10.    DEFERRED STOCK.

       (a)    GRANT. Shares of Deferred Stock may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine
the eligible persons to whom and the time or times at which grants of Deferred
Stock shall be awarded, the number of shares of Deferred Stock to be awarded to
any person, the duration of the period ("Deferral Period") during which, and the
conditions under which receipt of the shares will be deferred, and all the other
terms and conditions of the Awards.

       (b)    TERMS AND CONDITIONS. Each Deferred Stock Award shall be subject
to the following terms and conditions:

              (i)    CERTIFICATES. At the expiration of the Deferral Period (or
       the Additional Deferral Period referred to in Section 10(b)(iii) below,
       where applicable), share certificates shall be delivered to the Holder,
       or his legal representative, representing the number equal to the shares
       covered by the Deferred Stock Award.

              (ii)   VESTING; FORFEITURE. Upon the expiration of the Deferral
       Period (or the Additional Deferral Period, where applicable) with respect
       to each Award of Deferred Stock and the satisfaction of any other
       applicable limitations, terms or conditions, such Deferred Stock shall
       become vested in accordance with the terms of the Agreement. Any Deferred
       Stock that does not vest shall be forfeited to the Company and the Holder
       shall not thereafter have any rights with respect to such Deferred Stock
       that has been so forfeited.

                                       12


<PAGE>



              (iii)  ADDITIONAL DEFERRAL PERIOD. A Holder may request to, and
       the Committee may at any time, defer the receipt of an Award (or an
       installment of an Award) for an additional specified period or until a
       specified event ("Additional Deferral Period"). Subject to any exceptions
       adopted by the Committee, such request must generally be made at least
       one year prior to expiration of the Deferral Period for such Deferred
       Stock Award (or such installment).

       11.    OTHER STOCK-BASED AWARDS.

       (a)    GRANT AND EXERCISE. Other Stock-Based Awards may be awarded,
subject to limitations under applicable law, that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related
to, shares of Common Stock, as deemed by the Committee to be consistent with the
purposes of the Plan, including, without limitation, purchase rights, shares of
Common Stock awarded which are not subject to any restrictions or conditions,
convertible or exchangeable debentures, or other rights convertible into shares
of Common Stock and Awards valued by reference to the value of securities of or
the performance of specified Subsidiaries. Other Stock-Based Awards may be
awarded either alone or in addition to or in tandem with any other Awards under
this Plan or any other plan of the Company.

       (b)    ELIGIBILITY FOR OTHER STOCK-BASED AWARDS. The Committee shall
determine the eligible persons to whom and the time or times at which grants of
such Other Stock-Based Awards shall be made, the number of shares of Common
Stock to be awarded pursuant to such Awards, and all other terms and conditions
of the Awards.

       (c)    TERMS AND CONDITIONS. Each Other Stock-Based Award shall be
subject to such terms and conditions as may be determined by the Committee.

       12.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

       (a)    CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Award, as well as the price per share of Common Stock covered by each such
outstanding Award, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company.
The conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Committee, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible or
exchangeable into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall

                                       13


<PAGE>



be made with respect to, the number or exercise price of shares of Common Stock
subject to an Award.

       (b)    DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Committee shall notify the Holder
at least fifteen (15) days prior to such proposed action. To the extent it has
not been previously exercised, the Award shall terminate immediately prior to
the consummation of such proposed action; provided, however, that the Committee
may, in the exercise of its sole discretion in such instances, declare that any
Award shall terminate as of an earlier date fixed by the Committee and give each
Holder the right to exercise his or her rights as to all or any part of the
Award, including Shares as to which the Award would not otherwise be
exercisable.

       (c)    MERGER OR ASSET SALE. Subject to Section 12(d), in the event of
the merger of the Company into, or the consolidation of the Company with,
another corporation in which the shareholders of the Company receive cash or
securities of another issuer, or any combination thereof, in exchange for their
shares of Common Stock, or the sale of all or substantially all of the assets of
the Company, each outstanding Award shall be assumed or an equivalent option or
right substituted by the successor corporation or an Affiliate of the successor
corporation. In the event that the successor corporation refuses to assume or
substitute for the Award, the Holder shall fully vest in and have the right to
exercise the Award (provided it has not already terminated), including Shares as
to which it would not otherwise be vested or exercisable. If an Award becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of a merger, consolidation or sale of assets, the Committee shall notify the
Holder that the Award shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Award shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Award shall
be considered assumed if, following the merger, consolidation or sale of assets,
the option substituted for such Award confers the right to purchase or receive,
for each Share of Stock subject to the Award immediately prior to the merger,
consolidation or sale of assets, the per Share consideration (whether stock,
cash, or other securities or property) received in the merger, consolidation or
sale of assets by holders of Common Stock (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding Shares); provided, however, that if such consideration
received in the merger, consolidation or sale of assets is not solely common
stock of the successor corporation or its Parent (if any), the Committee may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Award, for each Share of Stock subject to
the Award, to be solely common stock of the successor corporation or its Parent
(if any) equal in fair market value to the per Share consideration received by
holders of Common Stock in the merger, consolidation or sale of assets.

       (d)    CHANGE OF CONTROL. Notwithstanding anything to the contrary, the
Committee may grant Awards which provide for the acceleration of the vesting of
Shares subject to the Award upon a Change of Control. Such provisions shall be
set forth in the Agreement.

                                       14


<PAGE>



       (e)    FURTHER ADJUSTMENTS. In the event of any change of a type
described in paragraphs (a) or (c) above, the Committee shall make any further
adjustment to the maximum number of Shares which may be acquired under the Plan
pursuant to the exercise of Awards, the maximum number of Shares for which
Awards may be granted to any one Employee and the number of Shares and price per
Share subject to outstanding Awards as shall be equitable to prevent dilution or
enlargement of rights under such Awards, and the determination of the Committee
as to these matters shall be conclusive and binding on the Holder; provided,
however, that (i) each such adjustment with respect to an Incentive Option shall
comply with the rules of Section 424(a) of the Code (or any successor provision)
and (ii) in no event shall any adjustment be made which would render any
Incentive Stock Option granted hereunder other than an "incentive stock option"
as defined in Section 422 of the Code.

       (f)    NO LIMITATION ON RIGHT TO MERGE, ETC. The grant of Awards pursuant
to the Plan shall not restrict in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve, liquidate, or sell or
transfer all or any part of its business or assets.

       13.    TERM OF PLAN.

       The Plan shall become effective upon the earlier to occur of its adoption
by the Board of Directors or its approval by the shareholders of the Company, as
described in Section 21 of the Plan. It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 17 of the Plan.

       14.    TERM OF OPTIONS.

       The term of each Option shall be the term stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from the
date of grant thereof; and provided further that in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Affiliate, the term of the Option shall
be no more than five (5) years from the date of grant thereof.

       15.    NON-TRANSFERABILITY OF AWARDS.

       An Incentive Stock Option shall not be transferrable except by will or by
the laws of descent and distribution and shall be exercisable during the
lifetime of the Person to whom the Incentive Stock Option is granted only by
such Person. Any other Award, including a Nonqualified Stock Option, shall not
be transferrable except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order, as defined by the Code or by
Title I of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder (a "QDRO"), and shall be exercisable during the lifetime of
the Person to whom the Option is granted only by such Person or any transferee
pursuant to a QDRO; provided, however, that the Board of Directors or the

                                       15


<PAGE>



Committee, as applicable, in its discretion, may allow for transferability of
Nonqualified Stock Options by a Holder to "Immediate Family Members." For
purposes of the Plan, "Immediate Family Members" means children, grandchildren,
spouse or common law spouse, siblings or parents of the Holder or to bona fide
trusts, partnerships or other entities controlled by and of which the
beneficiaries are Immediate Family Members of the Holder. Any Nonqualified Stock
Option grants that are transferable are further conditioned on the Holder and
Immediate Family Members agreeing to abide by the Company's then current stock
option transfer guidelines.

       16.    TIME OF GRANTING AWARDS.

       The date of grant of an Award shall, for all purposes, be the date on
which the Committee makes the determination granting such Award, or such other
date as is determined by the Committee. Notice of the determination shall be
given to each Employee or Consultant to whom an Award is so granted within a
reasonable time after the date of such grant.

       17.    AMENDMENT AND TERMINATION OF THE PLAN.

       The Board may amend or terminate the Plan in any respect whatsoever,
provided that any such amendment or termination of the Plan shall not affect
Award already granted and such Award shall remain in full force and effect as if
the Plan had not been amended or terminated. In addition, to the extent
necessary and desirable to comply with Rule 16b-3 (or any other applicable law
or regulation, including the requirements of the NASD or an established stock
exchange), the Company shall obtain shareholder approval of any Plan amendment
in such a manner and to such a degree as required.

       18.    CONDITIONS UPON ISSUANCE OF SHARES.

       Shares shall not be issued pursuant to an Award unless the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
Applicable Laws, including, without limitation, the Securities Act of 1933, as
amended (the "Securities Act"), the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed or any automatic quotation system upon which the
Shares may then be quoted, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

       The Company may require any Optionee or other Holder, as a condition of
receiving Shares pursuant to an Award, (i) to give written assurances
satisfactory to the Company as to the Holder's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matter, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Award; (ii) to give written assurances satisfactory to the
Company stating that such Person is acquiring the Shares subject to the Award
for such Person's own account and not with any present intention of selling or
otherwise distributing such

                                       16


<PAGE>



Shares; and (iii) to deliver such other documentation as may be necessary to
comply with federal and state securities laws. These requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (i) the
issuance of the Shares upon the exercise of the Award has been registered under
a then currently effective registration statement under the Securities Act and
all applicable state securities laws, or (ii) as to any particular requirement,
a determination is made by counsel for the Company that such requirement need
not be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Shares, and may enter
stop-transfer orders against the transfer of the Shares issued upon the exercise
of an Award.

       The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

       19.    RESERVATION OF SHARES.

       The Company, during the term of the Plan, shall at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

       20. AGREEMENTS.

       Options shall be evidenced by Option Agreements in such form as the
Committee shall approve from time to time. Other Awards shall be evidenced by
similar Agreements.

       21.    SHAREHOLDER APPROVAL.

       Continuance of the Plan shall be subject to approval by the shareholders
of the Company within twelve (12) months before or after the date the Plan is
adopted. Such shareholder approval shall be obtained to the extent and in manner
required under Applicable Laws and the rules of any stock exchange upon which
the Common Stock is listed or any automatic quotation system upon which the
Common Stock is quoted.

       22.    USE OF PROCEEDS FROM STOCK.

       Proceeds from the sale of stock pursuant to Options or other Awards shall
constitute general funds of the Company.

                                       17


<PAGE>



       23.    MISCELLANEOUS.

       (a)    ACCELERATION OF VESTING. The Committee shall have the power to
accelerate the time at which an Award may first be exercised or the time during
which an Award or any part thereof will vest, notwithstanding the provisions in
the Award Agreement stating the time at which it may first be exercised or the
time during which it will vest.

       (b)    RULE 16b-3. With respect to Persons subject to Section 16 of the
Exchange Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 and with respect to such Persons all
transactions shall be subject to such conditions regardless of whether they are
expressly set forth in the Plan or the Award Agreement. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall
not apply to such Persons or their transactions and shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.

       (c)    GRANTS EXCEEDING ALLOTTED SHARES. If the number of shares of Stock
subject to an Award granted pursuant to the Plan exceeds, as of the date of
grant, the number of Shares that may be issued under the Plan without additional
shareholder approval, such Award shall be void with respect to such excess
Shares, unless shareholder approval of an amendment sufficiently increasing the
number of Shares subject to the Plan is timely obtained in accordance with
Section 17 of the Plan.

       (d)    NOTICE. Any written notice to the Company required by any of the
provisions of the Plan shall be addressed to the Secretary of the Company and
shall become effective when it is received. Any written notice to Holders
required by any provisions of the Plan shall be addressed to the Holder at the
address on file with the Company and shall become effective three days after it
is mailed by certified mail, postage prepaid to such address or at the time of
delivery if delivered sooner by messenger or overnight courier.

       (e)    SAVINGS CLAUSE. Notwithstanding any other provision hereof, the
Plan is intended to qualify as a plan pursuant to which Incentive Stock Options
may be issued under Section 422 of the Code. If the Plan or any provision of the
Plan shall be held to be invalid or to fail to meet the requirements of Section
422 of the Code or the regulations promulgated thereunder, such invalidity or
failure shall not affect the remaining parts of the Plan, but rather it shall be
construed and enforced as if the Plan or the affected provision thereof, as the
case may be, complied in all respects with the requirements of Section 422 of
the Code.

       (f)    GOVERNING LAW. The Plan and all rights and obligations thereunder
shall be construed in accordance with and governed by the laws of the State of
Texas without regard to its conflict of laws rules.

                                       18


<PAGE>



                                                                       EXHIBIT A

                                 AMX CORPORATION
                           1999 EQUITY INCENTIVE PLAN
                             STOCK OPTION AGREEMENT

       Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

       I.     NOTICE OF STOCK OPTION GRANT

[Optionee's name and address]

       You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of this Option Agreement and the Plan,
including the provisions thereof relating to increases in the number of shares
covered by this Option upon the occurrence of certain specified events, as
follows:

  Grant Number                                _________________________
  Date of Grant                               _________________________
  Vesting Commencement Date.................. _________________________
  Exercise Price per Share................... $________________________
  Total Number of Shares Granted............. _________________________
  Total Exercise Price....................... $________________________
  Type of Option:                              ____ Incentive Stock Option
                                               ____ Nonqualified Stock Option

  Term/Expiration Date:
  (No more than 10 years from date
  of grant, 5 years for certain grants)

VESTING SCHEDULE

       This Option may be exercised, in whole or in part, in accordance with the
following schedule. Except only as specifically provided elsewhere herein or in
the Plan, this Option shall be exercisable in the following cumulative
installments:

[NOTE: TO BE COMPLETED UPON GRANT OF OPTIONS]

TERMINATION PERIOD

       You may exercise this Option for three months (or such shorter period
provided for elsewhere herein) after your employment or consulting relationship
with the Company terminates, or for such

                                       19


<PAGE>



longer period upon your death or disability as provided in the Plan. If your
status changes from Employee to Consultant or Consultant to Employee, this
Option Agreement shall remain in effect. In no case may you exercise this Option
after the Term/Expiration Date as provided above. Notwithstanding the foregoing,
in the event the Company terminates your employment for Cause (as defined
below), this Option will terminate on the date of the termination of your
employment and will not be exercisable thereafter. For purposes of this
Agreement, "Cause" means the occurrence of any of the following events or
reasons:

       (a)    Optionee's conviction for a felony offense or commission by
Optionee of any act abhorrent to the community that the Company considers
materially damaging to or tending to discredit the reputation of the Company;

       (b)    Dishonesty, fraud, willful misconduct, unlawful discrimination or
theft on the part of Optionee;

       (c)    Optionee's using for his or her own benefit any confidential or
proprietary information of the Company, or willfully or negligently divulging
any such information to third parties without the prior written consent of the
Company;

       (d)    Optionee's public drunkenness, public use of illegal substances or
drugs or the use, possession, distribution or being under the influence of
alcohol or illegal substances or drugs in the workplace (the only exception is
that Optionee may consume alcohol reasonably and responsibly, if he or she so
chooses, at legitimate business events and functions where alcohol is legally
available); or

       (e)    the determination by the Company that Optionee has continually
failed or refused to comply, after notice of and a reasonable opportunity to
cure such failure or refusal, with the policies, standards, regulations,
instructions, or directions of the Company as they currently exist or as they
may be modified from time to time.

       II.    AGREEMENT

       1.     GRANT OF OPTION. AMX Corporation (the "Company") hereby grants to
the Optionee named in Section I hereof (the "Optionee") an option (the"Option")
to purchase the total number of shares of Common Stock (the "Shares") set forth
in Section I hereof, at the exercise price per share set forth in Section I
hereof (the "Exercise Price") subject to the terms, definitions and provisions
of the 1999 Stock Option Plan (the "Plan") adopted by the Company, which is
incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Option
Agreement.

       If designated in Section I hereof as an Incentive Stock Option, this
Option is intended (subject to Section 5(b) of the Plan) to qualify as an
Incentive Stock Option as defined in Section 422 of the Code.

                                       20


<PAGE>



       2.     EXERCISE OF OPTION.

       (a)    RIGHT TO EXERCISE. This Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in Section I hereof and
with the applicable provisions of the Plan and this Option Agreement. In the
event of Optionee's death, disability or other termination of the employment or
consulting relationship, this Option shall be exercisable in accordance with the
applicable provisions of the Plan and this Option Agreement.

       (b)    METHOD OF EXERCISE. This Option shall be exercisable by written
notice (in the form attached hereto as Exhibit A) which shall state the election
to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan. Such written
notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. The written notice shall be
accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the
Exercise Price.

       The Optionee shall, upon notification of the amount due (if any) as a
result of the exercise of the Option and prior to or concurrent with delivery of
the certificate representing the Shares, pay to the Company as provided in the
Plan amounts necessary to satisfy applicable federal, state and local tax
withholding requirements.

       No Shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed or any automatic quotation system upon which the Shares may then be
quoted. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.

       3.     METHOD OF PAYMENT. The purchase price of Optioned Shares acquired
pursuant to the Option shall be paid as set forth in the Plan. THE USE OF SHARES
OF STOCK ACQUIRED OR TO BE ACQUIRED TO PAY FOR EXERCISED SHARES MAY HAVE INCOME
TAX CONSEQUENCES FOR THE OPTIONEE.

       4.     RESTRICTIONS ON EXERCISE. This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company, and
may not be exercised if the issuance of such Shares upon such exercise or the
method of payment of consideration for such shares would constitute a violation
of any applicable federal or state securities or other law or regulation,
including any rule under Part 207 of Title 12 of the Code of Federal Regulations
as promulgated by the Federal Reserve Board.

                                       21


<PAGE>



       5.     NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
or as otherwise set forth in the Plan and may be exercised during the lifetime
of Optionee only by Optionee or a permitted transferee as set forth in the Plan.
The terms of the Plan and this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

       6.     TERM OF OPTION. This Option may be exercised only within the term
set out in Section I hereof, and may be exercised during such term only in
accordance with the Plan and the terms of this Option. The limitations set out
in Sections 5 and 6 of the Plan regarding Options designated as Incentive Stock
Options and Options granted to more than ten percent (10%) shareholders shall
apply to this Option.

       7.     TAX CONSEQUENCES. The grant and/or exercise of the Option will
have federal and state income tax consequences. THE OPTIONEE SHOULD CONSULT A
TAX ADVISER UPON THE GRANT OF THE OPTION AND BEFORE EXERCISING THE OPTION OR
DISPOSING OF THE SHARES ACQUIRED UPON EXERCISE, PARTICULARLY WITH RESPECT TO HIS
OR HER STATE'S TAX LAWS.

       8.     ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated herein
by reference. The Plan and this Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and this Option Agreement may not be
amended except by means of a writing signed by the Company and Optionee. This
Option Agreement is governed by Texas law except for that body of law pertaining
to conflict of laws.

       9.     WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned
Optionee warrants and represents that he or she has reviewed the Plan and this
Option Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement and fully understands all
provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee
upon any questions relating to the Plan and Option Agreement. Optionee further
agrees to notify the Company upon any change in the residence address indicated
below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS OPTION AGREEMENT, NOR IN THE PLAN, WHICH IS INCORPORATED
HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO
CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE
IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

                                       22


<PAGE>



                                AMX CORPORATION

                                By:
                                    ------------------------------------
                                    Name:
                                          ------------------------------
                                    Title:
                                          ------------------------------

                                OPTIONEE:

                                ----------------------------------------
                                Signature

                                ----------------------------------------
                                Print Name

                                ----------------------------------------
                                Residence Address

                                ----------------------------------------
                                Area Code/Telephone Number






                                       23

<PAGE>



                                    EXHIBIT A

                                 AMX CORPORATION

                           1999 EQUITY INCENTIVE PLAN

                                 EXERCISE NOTICE

AMX Corporation
11995 Forestgate Drive
Dallas, Texas 75243

Attention: Secretary

       1. EXERCISE OF OPTION. Effective as of today, ________, 199__, the
undersigned ("Purchaser") hereby elects to purchase ______ shares (the "Shares")
of the Common Stock of AMX Corporation (the "Company") under and pursuant to the
1999 Stock Option Plan (the "Plan") and the Stock Option Agreement dated
_______, 199__ (the "Option Agreement"). The purchase price for the Shares shall
be $_____, as specified in the Option Agreement.

       2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares of ____________________________________.
THE USE OF SHARES OF STOCK ACQUIRED OR TO BE ACQUIRED FOR EXERCISED SHARES
MAY HAVE INCOME TAX CONSEQUENCES FOR THE OPTIONEE.

       3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.

       4. RIGHTS AS SHAREHOLDER. The Purchaser shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any Shares
subject for which such Option is exercised including, but not limited to, rights
to vote or to receive dividends unless and until the Purchaser has satisfied all
requirements for exercise of the Option pursuant to its terms, the certificates
evidencing such Shares have been issued and the Purchaser has become a record
holder of such Shares. A share certificate for the number of Shares so acquired
shall be issued to the Optionee as soon as practicable after exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date all the conditions set forth above are
satisfied, except as provided in Section 12 of the Plan.

       5. TAX CONSULTATION. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with

                                       24


<PAGE>


the purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice.

       6. ENTIRE AGREEMENT; GOVERNING LAW. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and this Agreement may not be amended except by means of a writing
signed by the Company and Purchaser. This Agreement is governed by Texas law
except for that body of law pertaining to conflict of laws.

Submitted by:                              Accepted by:

PURCHASER:                                 AMX CORPORATION

_____________________________               By: ______________________________
Signature

_____________________________               Its: _____________________________
Print Name

Address:                                    Address:


_____________________________               11995 Forestgate Drive
                                            Dallas, Texas 75243
_____________________________


                                       25