EXHIBIT 10.18













                                  ANICOM, INC.

                            1996 STOCK INCENTIVE PLAN






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                                  ANICOM, INC.
                            1996 STOCK INCENTIVE PLAN


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I
ESTABLISHMENT, AMENDMENT AND RESTATEMENT.....................................  1
              1.1      Purpose...............................................  1

ARTICLE II
DEFINITIONS..................................................................  1
              2.1      "Affiliate"...........................................  1
              2.2      "Agreement" or "Award Agreement"......................  1
              2.3      "Anixter Family"......................................  1
              2.4      "Award"...............................................  1
              2.5      "Board of Directors" or "Board".......................  2
              2.6      "Cause"...............................................  2
              2.7      "Change in Control" ..................................  2
              2.8      "Code" or "Internal Revenue Code".....................  2
              2.9      "Commission"..........................................  2
              2.10     "Committee"...........................................  2
              2.11     "Common Stock"........................................  2
              2.12     "Company".............................................  2
              2.13     "Deferred Stock"......................................  2
              2.14     "Disability"..........................................  2
              2.15     "Disinterested Person"................................  3
              2.16     "Effective Date"......................................  3
              2.17     "Exchange Act"........................................  3
              2.18     "Fair Market Value"...................................  3
              2.19     "Grant Date"..........................................  3
              2.20     "Incentive Stock Option"..............................  3
              2.21     "Nonqualified Stock Option"...........................  3
              2.22     "Option Period".......................................  4
              2.23     "Option Price"........................................  4
              2.24     "Participant".........................................  4
              2.25     "Plan"................................................  4
              2.26     "Public Offering".....................................  4
              2.27     "Representative"......................................  4
              2.28     "Restricted Stock"....................................  4
              2.29     "Retirement"..........................................  4
              2.30     "Rule 16b-3"..........................................  4
              2.31     "Securities Act"......................................  4
              2.32     "Stock Appreciation Right"............................  4


                                       (i)

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                                                                            Page

              2.33     "Stock Option" or "Option"............................  5
              2.34     "Termination of Employment"...........................  5

ARTICLE III
ADMINISTRATION...............................................................  5
              3.1      Committee Structure and Authority.....................  5

ARTICLE IV
STOCK SUBJECT TO PLAN........................................................  7
              4.1      Number of Shares......................................  7
              4.2      Release of Shares.....................................  8
              4.3      Restrictions on Shares................................  8
              4.4      Stockholder Rights....................................  8
              4.5      Reasonable Efforts To Register........................  8
              4.6      Anti-Dilution.........................................  9

ARTICLE V
ELIGIBILITY..................................................................  9
              5.1      Eligibility...........................................  9

ARTICLE VI
STOCK OPTIONS................................................................ 10
              6.1      General............................................... 10
              6.2      Grant and Exercise.................................... 10
              6.3      Terms and Conditions.................................. 10
              6.4      Termination by Reason of Death........................ 12
              6.5      Termination by Reason of Disability................... 12
              6.6      Other Termination..................................... 13
              6.7      Cashing Out of Option................................. 13

ARTICLE VII
STOCK APPRECIATION RIGHTS.................................................... 13
              7.1      General............................................... 13
              7.2      Grant................................................. 13
              7.3      Terms and Conditions.................................. 14

ARTICLE VIII
RESTRICTED STOCK............................................................. 15
              8.1      General............................................... 15
              8.2      Awards and Certificates............................... 16
              8.3      Terms and Conditions.................................. 16



                                      (ii)

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                                                                            Page

ARTICLE IX
DEFERRED STOCK............................................................... 17
              9.1      General............................................... 17
              9.2      Terms and Conditions.................................. 17

ARTICLE X
PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE PLAN....................... 18
              10.1     Transfer of Shares.................................... 18
              10.2     Limited Transfer During Offering...................... 18
              10.3     Committee Discretion.................................. 19
              10.4     No Company Obligation................................. 19

ARTICLE XI
CHANGE IN CONTROL PROVISIONS................................................. 19
              11.1     Impact of Event....................................... 19
              11.2     Definition of Change in Control....................... 20

ARTICLE XII
MISCELLANEOUS................................................................ 20
              12.1     Amendments and Termination............................ 20
              12.2     Unfunded Status of Plan............................... 21
              12.3     General Provisions.................................... 21
              12.4     Mitigation of Excise Tax.............................. 22
              12.5     Status of Awards Under Code Section 162(m)............ 23
              12.6     Rights with Respect to Continuance of Employment...... 23
              12.7     Awards in Substitution for Awards Granted by Other
                       Corporations.......................................... 23
              12.8     Procedure for Adoption................................ 23
              12.9     Procedure for Withdrawal.............................. 24
              12.10    Delay................................................. 24
              12.11    Headings.............................................. 24
              12.12    Severability.......................................... 24
              12.13    Successors and Assigns................................ 24
              12.14    No Obligation to Give Notice.......................... 24
              12.15    No Third Party Beneficiaries.......................... 24
              12.16    Entire Agreement...................................... 25




                                      (iii)

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                                  ANICOM, INC.

                            1996 STOCK INCENTIVE PLAN



                                    ARTICLE I
                    ESTABLISHMENT, AMENDMENT AND RESTATEMENT

         1.1      Purpose.

         The Anicom,  Inc. 1996 Stock  Incentive  Plan (the  "Plan"),  is hereby
established  by Anicom,  Inc.  (the  "Company")  effective  April 15, 1996.  The
purpose  of the Plan is to  promote  the  overall  financial  objectives  of the
Company and its stockholders by motivating those persons selected to participate
in the Plan to achieve long-term growth in stockholder equity in the Company and
by retaining  the  association  of those  individuals  who are  instrumental  in
achieving this growth.  This Plan and the grant of awards hereunder is expressly
conditioned upon the Plan's approval by the security holders of the Company.  If
such approval is not obtained,  then the Plan and all Awards  hereunder shall be
null and void ab initio.

                                   ARTICLE II
                                   DEFINITIONS

         For purposes of the Plan, the following  terms are defined as set forth
below:

         2.1  "Affiliate"  means  any  individual,   corporation,   partnership,
association,  joint-stock company,  trust,  unincorporated  association or other
entity (other than the Company) that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company  including,  without  limitation,  any member of an affiliated  group of
which the Company is a common parent  corporation as provided in Section 1504 of
the Code.

         2.2   "Agreement"  or  "Award   Agreement"   means,   individually   or
collectively,  any agreement entered into pursuant to the Plan pursuant to which
an Award is granted to a Participant.

         2.3 "Anixter Family" means Alan B. Anixter,  William R. Anixter,  Scott
C. Anixter,  their  spouses,  heirs and any group (within the meaning of Section
13(d)(3) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  of which  any of the  foregoing  persons  is a member  for  purposes  of
acquiring,  holding  or  disposing  of  securities  of the  Company,  any  trust
established  by or for the benefit of any of the  foregoing and any other entity
controlled by or for the benefit of any of the foregoing.

         2.4 "Award" means a Stock Option, Stock Appreciation Right,  Restricted
Stock or Deferred Stock.



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         2.5 "Board of Directors" or "Board" means the Board of Directors of the
Company.

         2.6 "Cause" shall mean,  for purposes of whether and when a Participant
has incurred a Termination  of Employment  for Cause,  any act or omission which
permits the Company to terminate the written  agreement or  arrangement  between
the  Participant  and the Company or an  Affiliate  for Cause as defined in such
agreement  or  arrangement,  or in the  event  there  is no  such  agreement  or
arrangement  or the agreement or  arrangement  does not define the term "cause,"
then Cause  shall mean (a) an act of fraud or  dishonesty  by  Participant  that
results in gain or personal  enrichment of Participant at the Company's expense,
(b) Participant's  conviction of a felony-class crime or any act involving moral
turpitude,  (c) any  material  breach by  Participant  of any  provision of this
Agreement that has not been cured by  Participant  within thirty days of written
notice of such breach from the Company,  (d) the Participant's  willful engaging
in gross misconduct  materially injurious to the Company that has not been cured
by  Participant  within  thirty days of written  notice  specifying  the alleged
willful gross  misconduct and material  injury,  or (e) any  intentional  act or
gross negligence by Participant that has a material,  detrimental  effect on the
reputation or business of the Company.

         2.7      "Change in Control" has the meaning set forth in Section 11.2.

         2.8 "Code" or "Internal  Revenue Code" means the Internal  Revenue Code
of 1986, as amended,  final Treasury  Regulations  thereunder and any subsequent
Internal Revenue Code.

         2.9  "Commission"  means the Securities and Exchange  Commission or any
successor agency.

         2.10 "Committee"  means the person or persons appointed by the Board of
Directors to administer the Plan, as further described in the Plan.

         2.11 "Common Stock" means the shares of Common Stock,  $.001 par value,
whether presently or hereafter issued, and any other stock or security resulting
from  adjustment  thereof as  described  hereinafter  or the common stock of any
successor to the Company which is designated for the purpose of the Plan.

         2.12 "Company" means Anicom, Inc., a Delaware corporation, and includes
any successor or assignee corporation or corporations into which the Company may
be merged, changed or consolidated;  any corporation for whose securities all or
substantially  all of the securities of the Company shall be exchanged;  and any
assignee of or successor to substantially all of the assets of the Company.

         2.13     "Deferred Stock" means an Award made pursuant to Article IX.

         2.14  "Disability"  means a mental  or  physical  illness,  injury,  or
infirmity that prevents  Participant  from  fulfilling his or her duties for the
Company  or an  Affiliate  for a period of sixty  (60)  consecutive  days in the
manner  ordinarily  required of him or her.  Notwithstanding  the  foregoing,  a
Disability  shall  not  qualify  under  the  Plan if it is the  result  of (i) a
willfully  self-inflicted injury or willfully  self-induced sickness; or (ii) an
injury or disease contracted,


                                       -2-

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suffered,   or  incurred,   while  participating  in  a  criminal  offense.  The
determination of Disability shall be made by the Committee. The determination of
Disability for purposes of the Plan shall not be construed to be an admission of
disability for any other purpose.

         2.15  "Disinterested  Person"  shall have the meaning set forth in Rule
16b-3 and shall mean a person is also an "outside director" under Section 162(m)
of the Code.

         2.16     "Effective Date" means January 20, 1995.

         2.17  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended, and the rules and regulations promulgated thereunder.

         2.18 "Fair Market Value" means the value of the Common Stock determined
on the basis of the good faith determination of the Committee, without regard to
whether  the Common  Stock is  restricted  or  represents  a minority  interest,
pursuant to the applicable method described below:

                  (a) if the  Common  Stock is listed on a  national  securities
         exchange  or quoted on The  Nasdaq  Stock  Market  (either  the  Nasdaq
         National  Market  or the  Nasdaq  Small Cap  Market  (in  either  case,
         "NASDAQ")),  unless otherwise provided in an Agreement or determined by
         the  Committee,  the closing  price of the Common Stock on the relevant
         date  (or,  if  such  date  is not a  business  day  or a day on  which
         quotations  are reported,  then on the  immediately  preceding  date on
         which quotations were reported),  as reported by the principal national
         exchange on which such  shares are traded (in the case of an  exchange)
         or by the NASDAQ, as the case may be;

                  (b) if the Common Stock is not listed on a national securities
         exchange  or  quoted  on the  NASDAQ,  but is  actively  traded  in the
         over-the-counter  market,  unless otherwise provided in an Agreement or
         determined by the  Committee,  the average of the closing bid and asked
         prices for the Common Stock on the  relevant  date (or, if such date is
         not a business day or a day on which  quotations are reported,  then on
         the immediately  preceding date on which quotations were reported),  or
         the most recent  preceding date for which such quotations are reported;
         and

                  (c) if, on the relevant date, the Common Stock is not publicly
         traded or reported as described in (a) or (b), the value  determined in
         good faith by the Committee.

         2.19  "Grant  Date" means the date that as of which an Award is granted
pursuant to the Plan.

         2.20  "Incentive  Stock  Option"  means any Option  intended  to be and
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

         2.21 "Nonqualified Stock Option" means an Option granted under the Plan
other than an incentive  stock  option  within the meaning of Section 422 of the
Code.



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         2.22 "Option  Period"  means the period during which an Option shall be
exercisable in accordance with the Agreement and Article VI.

         2.23  "Option  Price"  means the price at which the Common Stock may be
purchased under an Option as provided in Section 6.3.

         2.24  "Participant"  means  a  person  who  satisfies  the  eligibility
conditions  of Article V and to whom an Award has been granted by the  Committee
under the Plan,  and in the event a person  becomes a  Representative,  then the
term  "Participant"  shall  mean  such  Representative.  For  purposes  of  this
Agreement, the term "Termination of Employment" shall be deemed to be binding on
a Representative of the Participant.

         2.25 "Plan" means the Anicom, Inc. 1995 Stock Incentive Plan, as herein
set forth and as may be amended from time to time.

         2.26 "Public  Offering"  means an initial public  offering of shares of
Common Stock under the Securities Act.

         2.27  "Representative"  means (a) the  person  or entity  acting as the
executor or  administrator  of a Participant's  estate pursuant to the last will
and testament of a Participant  or pursuant to the laws of the  jurisdiction  in
which the Participant had the Participant's primary residence at the date of the
Participant's  death;  (b) the  person  or  entity  acting  as the  guardian  or
temporary  guardian  of a  Participant;  (c) the  person or entity  which is the
beneficiary of the Participant upon or following the Participant's death; or (d)
any person to whom an Option has been permissibly transferred including, without
limitation,  a trust  for the  benefit  of the  Participant,  the  Participant's
parents,  spouse or descendants,  or a custodian under a uniform gifts to minors
act or similar statute for the benefit of the Participant's descendants,  to the
extent  permitted by the Committee and not  inconsistent  with Rule 16b-3 or the
status of the Option as an Incentive Stock Option; provided that only one of the
foregoing shall be the  Representative  at any point in time as determined under
applicable law and recognized by the Committee.

         2.28     "Restricted Stock" means an Award under Article VIII.

         2.29  "Retirement"  means the  Participant's  voluntary  Termination of
Employment  with the intent of not  re-entering  the work force after  attaining
either the normal  retirement age or the early  retirement age as defined in the
principal (as determined by the Committee)  tax-qualified plan of the Company or
an  Affiliate.  If the  Participant  is not covered by such a plan,  then age 65
shall be deemed the age of Retirement.

         2.30  "Rule  16b-3"  and "Rule  16a-1(c)(3)"  means Rule 16b-3 and Rule
16a-1(c)(3),  as  promulgated  under the  Exchange  Act, as amended from time to
time, or any successor thereto.

         2.31 "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

         2.32 "Stock  Appreciation  Right" means a right  granted  under Article
VII.


                                       -4-

<PAGE>



         2.33 "Stock  Option" or "Option"  means an option granted under Article
VI.

         2.34  "Termination  of  Employment"  means the occurrence of any act or
event whether pursuant to an employment  agreement or otherwise that actually or
effectively  causes or results in the person's ceasing,  for whatever reason, to
be an officer, independent contractor, director or employee of the Company or of
any Affiliate, or to be an officer, independent contractor, director or employee
of any entity that provides services to the Company or an Affiliate,  including,
without limitation, death, Disability,  dismissal,  severance at the election of
the  Participant,  Retirement,  or severance as a result of the  discontinuance,
liquidation, sale or transfer by the Company or its Affiliates of all businesses
owned or operated by the Company or its  Affiliates.  With respect to any person
who is  not an  employee  with  respect  to the  Company  or an  Affiliate,  the
Agreement  shall  establish what act or event shall  constitute a Termination of
Employment for purposes of the Plan. A Termination of Employment  shall occur to
an employee who is employed by an Affiliate if the  Affiliate  shall cease to be
an Affiliate and the  Participant  shall not  immediately  thereafter  become an
employee of the Company or an Affiliate.

         In addition,  certain other terms used herein have definitions given to
them in the first place in which they are used.


                                   ARTICLE III
                                 ADMINISTRATION

         3.1 Committee  Structure and Authority.  The Plan shall be administered
by the Committee  which may be comprised of one or more  persons.  The Committee
shall be the Option  Committee of the Board of Directors,  unless such committee
does not exist or the Board  establishes  a committee  whose sole purpose is the
administration  of the Plan;  provided  that only  those  members  of the Option
Committee of the Board who participate in the decision  relative to Awards under
the Plan shall be deemed to be part of the "Committee" for purposes of the Plan.
In the  absence of an  appointment,  the Board or the portion  thereof  that are
Disinterested Persons shall be the Committee.  A majority of the Committee shall
constitute a quorum at any meeting thereof (including telephone  conference) and
the acts of a majority of the members present,  or acts approved in writing by a
majority  of the entire  Committee  without a meeting,  shall be the acts of the
Committee for purposes of the Plan.  The Committee may authorize any one or more
of its members or an officer of the Company to execute and deliver  documents on
behalf of the Committee.  The Committee shall include no less than the number of
Disinterested  Persons  required for application of Rule 16b-3 and the deduction
of  compensation  under  Section  162(m) of the Code. No member of the Committee
shall exercise any discretion  respecting himself or herself under the Plan. The
Board  shall have the  authority  to remove,  replace or fill any vacancy of any
member of the Committee  upon notice to the  Committee and the affected  member.
Any member of the Committee  may resign upon notice to the Board.  The Committee
may allocate among one or more of its members, or may delegate to one or more of
its agents, such duties and responsibilities as it determines.



                                       -5-

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         Among other things, the Committee shall have the authority,  subject to
the terms of the Plan:

                  (a) to select those persons to whom Awards may be granted from
         time to time;

                  (b) to  determine  whether and to what extent  Stock  Options,
         Stock Appreciation  Rights,  Restricted Stock and Deferred Stock or any
         combination thereof are to be granted hereunder;

                  (c) to  determine  the number of shares of Common  Stock to be
         covered by each Award granted hereunder;

                  (d) to determine the terms and conditions of any Award granted
         hereunder (including,  but not limited to, the Option Price, the Option
         Period,  any  exercise  restriction  or  limitation  and  any  exercise
         acceleration or forfeiture waiver regarding any Award and the shares of
         Common Stock relating thereto);

                  (e) to adjust  the terms and  conditions,  at any time or from
         time to time, of any Award, subject to the limitations of Section 12.1;

                  (f) to determine  to what extent and under what  circumstances
         Common Stock and other  amounts  payable with respect to an Award shall
         be deferred;

                  (g) to  determine  under  what  circumstances  an Award may be
         settled in cash or Common Stock.

                  (h) to provide  for the forms of  Agreement  to be utilized in
         connection with the Plan;

                  (i) to determine  whether a Participant has a Disability or is
         in Retirement;

                  (j)  to  determine  what  securities  law   requirements   are
         applicable  to the Plan,  Awards,  and the issuance of shares of Common
         Stock and to require of a Participant that appropriate  action be taken
         with respect to such requirements;

                  (k) to  cancel,  with the  consent  of the  Participant  or as
         otherwise provided in the Plan or an Agreement, outstanding Awards;

                  (l) to interpret and make a final  determination  with respect
         to the remaining  number of shares of Common Stock  available under the
         Plan;

                  (m) to require as a condition  of the  exercise of an Award or
         the  issuance  or  transfer  of a  certificate  of  Common  Stock,  the
         withholding  from a Participant of the amount of any federal,  state or
         local taxes as may be  necessary  in order for the Company or any other
         employer to obtain a deduction or as may be otherwise required by law;


                                       -6-

<PAGE>




                  (n) to  determine  whether and with what effect an  individual
         has incurred a Termination of Employment;

                  (o) to determine whether the Company or any other person has a
         right or obligation to purchase Common Stock from a Participant and, if
         so,  the terms  and  conditions  on which  such  Common  Stock is to be
         purchased;

                  (p)  to  determine  the  restrictions  or  limitations  on the
         transfer of Common Stock;

                  (q) to determine whether an Award is to be adjusted,  modified
         or purchased, or is to become fully exercisable,  under the Plan or the
         terms of an Agreement;

                  (r) to determine the permissible methods of Award exercise and
         payment, including cashless exercise arrangements;

                  (s) to adopt, amend and rescind such rules and regulations as,
         in its opinion, may be advisable in the administration of the Plan; and

                  (t) to appoint and  compensate  agents,  counsel,  auditors or
         other specialists to aid it in the discharge of its duties.

         The Committee shall have the authority to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award  issued under the Plan (and any  Agreement)  and to otherwise
supervise  the  administration  of  the  Plan.  The  Committee's   policies  and
procedures  may differ with respect to Awards  granted at different  times or to
different Participants.

         Any determination  made by the Committee  pursuant to the provisions of
the  Plan  shall  be  made  in its  sole  discretion,  and in  the  case  of any
determination  relating to an Award, may be made at the time of the grant of the
Award  or,  unless  in  contravention  of any  express  term  of the  Plan or an
Agreement, at any time thereafter.  All decisions made by the Committee pursuant
to the  provisions  of the Plan  shall  be final  and  binding  on all  persons,
including the Company and Participants.  Any determination  shall not be subject
to de novo review if challenged in court.


                                   ARTICLE IV
                              STOCK SUBJECT TO PLAN

         4.1 Number of Shares.  Subject to  adjustment  under  Section  4.6, the
total number of shares of Common Stock  reserved and available for  distribution
pursuant  to  Awards  under the Plan  shall be  600,000  shares of Common  Stock
authorized for issuance effective as of the date


                                       -7-

<PAGE>


hereof. Such shares may consist, in whole or in part, of authorized and unissued
shares or treasury shares.

         4.2  Release of Shares.  The  Committee  shall have full  authority  to
determine the number of shares of Common Stock  available for Award,  and in its
discretion may include  (without  limitation) as available for  distribution any
shares of Common Stock that have ceased to be subject to an Award, any shares of
Common Stock subject to any Award that are  forfeited,  any Award that otherwise
terminates  without  issuance  of  shares  of  Common  Stock  being  made to the
Participant,  or any shares (whether or not restricted) of Common Stock that are
received by the Company in  connection  with the exercise of an Award  including
the  satisfaction of any tax liability or the  satisfaction of a tax withholding
obligation.  If any  shares  could  not  again be  available  for  Options  to a
particular  Participant under any applicable law, such shares shall be available
exclusively for Options to Participants who are not subject to such limitations.

         4.3 Restrictions on Shares. Shares of Common Stock issued upon exercise
of an Award shall be subject to the terms and conditions specified herein and to
such other terms, conditions and restrictions as the Committee in its discretion
may  determine  or  provide in the Award  Agreement.  The  Company  shall not be
required to issue or deliver any certificates  for shares of Common Stock,  cash
or other  property prior to (i) the listing of such shares on any stock exchange
(or other  public  market)  on which  the  Common  Stock may then be listed  (or
regularly  traded),  (ii) the completion of any registration or qualification of
such  shares  under  federal or state law,  or any ruling or  regulation  of any
government body which the Committee determines to be necessary or advisable, and
(iii) the satisfaction of any applicable withholding obligation in order for the
Company or an Affiliate to obtain a deduction with respect to the exercise of an
Award. The Company may cause any certificate for any share of Common Stock which
is to be  delivered  to be  properly  marked  with a legend  or  other  notation
reflecting  the  limitations on transfer of such Common Stock as provided in the
Plan or as the Committee may  otherwise  require.  The Committee may require any
person  exercising  an Award  to make  such  representations  and  furnish  such
information as it may consider  appropriate  in connection  with the issuance or
delivery of the shares of Common  Stock in  compliance  with  applicable  law or
otherwise. Fractional shares shall not be delivered, but shall be rounded to the
next lower whole number of shares.

         4.4  Stockholder   Rights.  No  person  shall  have  any  rights  of  a
stockholder as to shares of Common Stock subject to an Award until, after proper
exercise of the Award or other  action  required,  such  shares  shall have been
recorded on the Company's official  stockholder records as having been issued or
transferred. Upon exercise of the Award or any portion thereof, the Company will
have thirty (30) days in which to issue the shares, and the Participant will not
be treated as a stockholder for any purpose  whatsoever  prior to such issuance.
No  adjustment  shall be made for cash  dividends  or other rights for which the
record  date is prior  to the  date  such  shares  are  recorded  as  issued  or
transferred in the Company's official  stockholder  records,  except as provided
herein or in an Agreement.

         4.5  Reasonable  Efforts  To  Register.  If  there  has  been a  Public
Offering,  the Company  intends to register  under the Securities Act the Common
Stock  delivered or  deliverable  pursuant to Awards on Form S-8 if available to
the Company for this purpose (or any successor


                                       -8-

<PAGE>



or  alternate  form that is  substantially  similar  to that form to the  extent
available  to  effect  such  registration),  in  accordance  with the  rules and
regulations  governing such forms. If the Committee deems  registration to be in
the Company's best  interests,  the Company will use its  reasonable  efforts to
cause  a  registration   statement  to  become  effective  and  will  file  such
supplements and amendments to the registration  statement as may be necessary to
keep the  registration  statement  in effect  until the earliest of (a) one year
following the  expiration  of the Option Period of the last Option  outstanding,
(b) the date the Company is no longer a reporting company under the Exchange Act
and (c) the date all Participants have disposed of all shares delivered pursuant
to any Award.  The Company may delay the  foregoing  obligation if the Committee
reasonably  determines  that any such  registration is not in the Company's best
interests or if there is no material benefit to Participants in the Plan.

         4.6  Anti-Dilution.  In the event of any Company stock dividend,  stock
split,  combination or exchange of shares,  recapitalization  or other change in
the capital  structure of the Company,  corporate  separation or division of the
Company  (including,  but not  limited to, a split-up,  spin-off,  split-off  or
distribution to Company stockholders other than a normal cash dividend), sale by
the Company of all or a substantial  portion of its assets (measured on either a
stand-alone or consolidated basis),  reorganization,  rights offering, a partial
or complete  liquidation,  or any other  corporate  transaction,  Company  share
offering or event  involving the Company and having an effect  similar to any of
the foregoing,  then the Committee  shall adjust or substitute,  as the case may
be, the number of shares of Common  Stock  available  for Awards under the Plan,
the number of shares of Common Stock covered by outstanding  Awards, the maximum
number of Awards  available for grant to any  Participant for a stated period of
time (including the maximum number of Stock Appreciation  Rights),  the exercise
price per share of outstanding Awards, and any other characteristics or terms of
the Awards as the  Committee  shall deem  necessary  or  appropriate  to reflect
equitably the effects of such changes to the  Participants;  provided,  however,
that  the  Committee  may  limit  any  such  adjustment  so as to  maintain  the
deductibility  of the  Awards  under  Section  162(m) of the Code,  and that any
fractional shares resulting from such adjustment shall be eliminated by rounding
to the next lower  whole  number of shares  with  appropriate  payment  for such
fractional share as shall reasonably be determined by the Committee.


                                    ARTICLE V
                                   ELIGIBILITY

         5.1 Eligibility.  Except as herein  provided,  the persons who shall be
eligible to participate in the Plan and be granted Awards shall be those persons
who are officers,  employees and  consultants of the Company,  who shall be in a
position, in the opinion of the Committee,  to make contributions to the growth,
management, protection and success of the Company. Of those persons described in
the preceding sentence,  the Committee may, from time to time, select persons to
be granted  Awards and shall  determine  the terms and  conditions  with respect
thereto.  In making any such selection and in determining the form of the Award,
the Committee may give  consideration to the functions and  responsibilities  of
the person's contributions to the Company, the value of the individual's service
to the Company and such other factors deemed


                                       -9-

<PAGE>



relevant by the  Committee.  The  Committee  may designate any person who is not
eligible to participate in this Plan if such person would  otherwise be eligible
to participate in this Plan (and members of the Committee are expressly excluded
to the extent such persons are intended to be Disinterested Persons).


                                   ARTICLE VI
                                  STOCK OPTIONS

         6.1 General.  The Committee shall have authority to grant Options under
the Plan at any time or from time to time. Stock Options may be granted alone or
in  addition  to other  Awards  and may be either  Incentive  Stock  Options  or
Non-Qualified  Stock Options. An Option shall entitle the Participant to receive
shares  of  Common  Stock  upon   exercise  of  such  Option,   subject  to  the
Participant's   satisfaction  in  full  of  any   conditions,   restrictions  or
limitations  imposed in accordance  with the Plan or an Agreement (the terms and
provisions  of  which  may  differ  from  other  Agreements)  including  without
limitation, payment of the Option Price. During any  three-calendar-year-period,
Options for no more than 300,000  shares of Common Stock  (subject to adjustment
under Section 4.6) shall be granted to any Participant.

         6.2 Grant and  Exercise.  The grant of a Stock Option shall occur as of
the date the Committee  determines.  Each Option granted under the Plan shall be
evidenced by an  Agreement,  in a form  approved by the  Committee,  which shall
embody the terms and conditions of such Option and which shall be subject to the
express terms and conditions set forth in the Plan.  Such Agreement shall become
effective upon execution by the  Participant.  Only a person who is a common-law
employee  of the  Company (as such terms are defined in Section 424 of the Code)
on the date of grant shall be eligible to be granted an Option which is intended
to be and is an Incentive  Stock Option.  To the extent that any Stock Option is
not  designated as an Incentive  Stock Option or even if so designated  does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified  Stock
Option.  Anything in the Plan to the  contrary  notwithstanding,  no term of the
Plan  relating to  Incentive  Stock  Options  shall be  interpreted,  amended or
altered,  nor  shall  any  discretion  or  authority  granted  under the Plan be
exercised,  so as to  disqualify  the  Plan  under  Section  422 of the Code or,
without the consent of the  Participant  affected,  to disqualify  any Incentive
Stock Option under such Section 422.

         6.3 Terms and Conditions.  Stock Options shall be subject to such terms
and conditions as shall be determined by the Committee, including the following:

                  (a)  Option  Period.  The Option  Period of each Stock  Option
         shall be fixed by the Committee;  provided that no Non-Qualified  Stock
         Option shall be exercisable more than ten (10) years after the date the
         Stock Option is granted.  In the case of an Incentive Stock Option, the
         Option Period shall not exceed ten (10) years from the date of grant or
         five (5)  years in the case of an  individual  who owns  more  than ten
         percent  (10%)  of the  voting  power  of all  classes  of stock of the
         Company,  a corporation which is a parent corporation of the Company or
         any  subsidiary of the Company (as defined in Section 424 of the Code).
         No Option which is intended to be an Incentive Stock Option shall be


                                      -10-

<PAGE>



         granted  more than ten (10)  years from the date the Plan is adopted by
         the Company or the date the Plan is approved by the stockholders of the
         Company, whichever is earlier.

                  (b) Option  Price.  The  Option  Price per share of the Common
         Stock purchasable under an Option shall be determined by the Committee.
         If such Option is intended to qualify as an Incentive Stock Option, the
         Option Price per share shall be not less than the Fair Market Value per
         share  on the date the  Option  is  granted,  or  where  granted  to an
         individual who owns or who is deemed to own stock  possessing more than
         ten percent (10%) of the combined  voting power of all classes of stock
         of the Company,  a  corporation  which is a parent  corporation  of the
         Company or any  subsidiary  of the Company  (each as defined in Section
         424 of the Code),  not less than one hundred ten percent (110%) of such
         Fair Market Value per share.

                  (c)  Exercisability.  Subject to Section  11.1,  Stock Options
         shall be  exercisable  at such time or times and  subject to such terms
         and  conditions  as  shall  be  determined  by  the  Committee.  If the
         Committee  provides  that  any  Stock  Option  is  exercisable  only in
         installments,  the  Committee  may at any time waive  such  installment
         exercise  provisions,  in whole or in part. In addition,  the Committee
         may at any time accelerate the  exercisability  of any Stock Option. If
         the Committee intends that an Option be an Incentive Stock Option,  the
         Committee  shall,  in its  discretion,  provide that the aggregate Fair
         Market Value  (determined at the Grant Date) of Incentive  Stock Option
         which is exercisable  for the first time during the calendar year shall
         not exceed $100,000.

                  (d)  Method of  Exercise.  Subject to the  provisions  of this
         Article VI, a Participant  may exercise Stock  Options,  in whole or in
         part, at any time during the Option Period by the Participant's  giving
         written  notice of exercise on a form  provided by the Committee to the
         Company  specifying the number of shares of Common Stock subject to the
         Stock Option to be  purchased.  Except  where waived by the  Committee,
         such notice  shall be  accompanied  by payment in full of the  purchase
         price by cash or check or such other form of payment as the Company may
         accept. If approved by the Committee (including approval at the time of
         exercise),  payment  in  full  or in  part  may  also  be  made  (i) by
         delivering Common Stock already owned by the Participant having a total
         Fair  Market  Value on the date of such  delivery  equal to the  Option
         Price;  (ii) by the execution and delivery of a note or other  evidence
         of indebtedness (and any security agreement thereunder) satisfactory to
         the Committee and permitted in accordance with Section 6.3(e); (iii) by
         authorizing  the Company to retain  shares of Common  Stock which would
         otherwise be issuable  upon  exercise of the Option having a total Fair
         Market Value on the date of delivery equal to the Option Price; (iv) by
         the delivery of cash or the extension of credit by a  broker-dealer  to
         whom the  Participant  has  submitted a notice of exercise or otherwise
         indicated an intent to exercise an Option (in accordance with Part 220,
         Chapter II,  Title 12 of the Code of Federal  Regulations,  a so-called
         "cashless"  exercise);  (v) by certifying ownership of shares of Common
         Stock by the Participant to the satisfaction of the Committee for later
         delivery to the Company as specified by the  Committee;  or (vi) by any
         combination  of the  foregoing.  If payment  of the  Option  Price of a
         Non-Qualified  Stock  Option is made in whole or in part in the form of
         Restricted  Stock or  Deferred  Stock,  the  number of shares of Common
         Stock to be received upon


                                      -11-

<PAGE>



         such  exercise  equal to the  number of shares of  Restricted  Stock or
         Deferred Stock used for payment of the Option Price shall be subject to
         the same forfeiture  restrictions or deferral limitations to which such
         Restricted  Stock or  Deferred  Stock  was  subject,  unless  otherwise
         determined by the Committee.  In the case of an Incentive Stock Option,
         the  right to make a payment  in the form of  already  owned  shares of
         Common Stock of the same class as the Common Stock subject to the Stock
         Option may be authorized  only at the time the Stock Option is granted.
         No shares of Common Stock shall be issued  until full payment  therefor
         has been  made.  Subject to any  forfeiture  restrictions  or  deferral
         limitations  that  may  apply  if a Stock  Option  is  exercised  using
         Restricted Stock or Deferred Stock, a Participant shall have all of the
         rights of a stockholder of the Company holding the Common Stock that is
         subject to such Stock Option  (including,  if applicable,  the right to
         vote  the  shares  and  the  right  to  receive  dividends),  when  the
         Participant has given written notice of exercise,  has paid in full for
         such  shares  and such  shares  have  been  recorded  on the  Company's
         official stockholder records as having been issued or transferred.

                  (e)  Non-transferability of Options. Unless otherwise provided
         in an  Agreement or  determined  by the  Committee,  no Stock Option or
         interest therein shall be transferable by the Participant other than by
         will or by the laws of descent and  distribution or by a designation of
         beneficiary effective upon the death of the Participant,  and all Stock
         Options shall be exercisable during the Participant's  lifetime only by
         the Participant.  If and to the extent  transferability is permitted by
         Rule 16b-3 and except as otherwise  provided herein or by an Agreement,
         every Option granted hereunder shall be freely  transferable,  but only
         if such transfer  does not result in liability  under Section 16 of the
         Exchange Act to the Participant or other Participants and is consistent
         with  registration  of the Option and sale of Common  Stock on Form S-8
         (or a successor form) or the Committee's waiver of such condition.

         6.4  Termination by Reason of Death.  Unless  otherwise  provided in an
Agreement or determined by the Committee,  if a Participant incurs a Termination
of Employment due to death, any vested,  unexpired and unexercised Stock Options
held by such Participant  shall thereafter be fully  exercisable for a period of
one (1) year (or such other  period or no period as the  Committee  may specify)
immediately  following  the date of such  death or until the  expiration  of the
Option Period, whichever period is the shorter.

         6.5 Termination by Reason of Disability.  Unless otherwise  provided in
an  Agreement  or  determined  by  the  Committee,  if a  Participant  incurs  a
Termination  of  Employment  due to a  Disability,  any  vested,  unexpired  and
unexercised  Stock Options held by such  Participant  shall  thereafter be fully
exercisable  by the  Participant  for the  period of one (1) year (or such other
period or no period as the Committee may specify) immediately following the date
of such  Termination of Employment or until the expiration of the Option Period,
whichever period is shorter,  and the Participant's  death at any time following
such Termination of Employment due to Disability shall not affect the foregoing.
In the  event of  Termination  of  Employment  by reason  of  Disability,  if an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for  purposes  of Section  422 of the Code,  such Stock  Option  will
thereafter be treated as a Non-Qualified Stock Option.


                                      -12-

<PAGE>




         6.6 Other  Termination.  Unless  otherwise  provided in an Agreement or
determined by the Committee, if a Participant incurs a Termination of Employment
due to Retirement,  any vested,  unexpired and unexercised  Stock Option held by
such Participant  shall  thereafter be fully  exercisable by the Participant for
the period of one (1) year (or such other  period or no period as the  Committee
may specify) immediately following the date of such Termination of Employment or
until the expiration of the Option Period,  whichever period is shorter.  Unless
otherwise  provided  in an  Agreement  or  determined  by  the  Committee,  if a
Participant  voluntarily  incurs a Termination of Employment  (other than due to
Retirement) or incurs a Termination of Employment by the Company for Cause,  any
vested,  unexpired and unexercised  Stock Option held by such Participant  shall
terminate  immediately  upon notice of  termination  by the  Participant  or the
Company,  as the case may be.  Unless  otherwise  provided  in an  Agreement  or
determined  by the  Committee,  if  the  Participant  incurs  a  Termination  of
Employment by the Company without Cause (other than due to death or Disability),
any vested,  unexpired and  unexercised  Stock Options held by such  Participant
shall thereafter be fully  exercisable for a period of three (3) months (or such
other period or no period as the  Committee may specify)  immediately  following
the date of such Termination of Employment or until the expiration of the Option
Period,  whichever period is shorter.  Unless otherwise provided in an Agreement
or determined by the Committee, the death or Disability of a Participant after a
Termination  of  Employment  otherwise  provided  herein  shall not  extend  the
exercisability of the time permitted to exercise an Option.

         6.7 Cashing Out of Option.  On receipt of written  notice of  exercise,
the  Committee  may  elect to cash out all or part of the  portion  of any Stock
Option for which at least six months has elapsed since the Grant Date  (provided
that such  limitation  shall not apply to an Option granted to a Participant who
has subsequently  died) to be exercised by paying the Participant an amount,  in
cash or Common Stock, equal to the excess of the Fair Market Value of the Common
Stock that is subject to the Option  over the Option  Price  times the number of
shares of Common Stock subject to the Option on the effective  date of such cash
out.  Cash outs  relating to Options  held by  Participants  who are actually or
potentially  subject to Section  16(b) of the Exchange Act shall comply with the
"window period" provisions of Rule 16b-3, to the extent applicable,  and, in the
case of cash outs of Non-Qualified Stock Options held by such Participants,  the
Committee  may  determine  Fair Market Value under the pricing rule set forth in
Section 2.18.

                                   ARTICLE VII
                            STOCK APPRECIATION RIGHTS

         7.1  General.  The  Committee  shall  have  authority  to  grant  Stock
Appreciation  Rights under the Plan at any time or from time to time. Subject to
the  Participant's  satisfaction  in full  of any  conditions,  restrictions  or
limitations  imposed  in  accordance  with  the  Plan or an  Agreement,  a Stock
Appreciation Right shall entitle the Participant to surrender to the Company the
Stock  Appreciation Right and to be paid therefor in shares of the Common Stock,
cash or a  combination  thereof  as herein  provided,  the amount  described  in
Section 7.3(b).

         7.2 Grant. Stock Appreciation Rights may be granted in conjunction with
all or part of any Stock Option  granted under the Plan and the exercise of such
a Stock Appreciation Right


                                      -13-

<PAGE>



shall require the  cancellation of a  corresponding  portion of the Stock Option
(and the exercise of a Stock Option shall result in a corresponding cancellation
of the Stock Appreciation  Right). In the case of a Non-Qualified  Stock Option,
such  rights may be  granted  either at or after the time of grant of such Stock
Option.  In the case of an Incentive  Stock  Option,  such rights may be granted
only at the time of grant of such Stock Option. A Stock  Appreciation  Right may
also be granted on a stand alone basis. The grant of a Stock  Appreciation Right
shall occur as of the date the  Committee  determines.  Each Stock  Appreciation
Right  granted  under the Plan shall be evidenced by an  Agreement,  which shall
embody the terms and conditions of such Stock Appreciation Right and which shall
be  subject  to the terms and  conditions  set  forth in the  Plan.  During  any
three-calendar-year-period, Stock Appreciation Rights in respect of no more than
300,000 shares of Common Stock  (subject to adjustment  under Section 4.6) shall
be granted to any Participant.

         7.3 Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

                  (a)  Period  and  Exercise.  The term of a Stock  Appreciation
         Right shall be established by the Committee.  If granted in conjunction
         with a Stock  Option,  the Stock  Appreciation  Right shall have a term
         which is the same as the Option Period and shall be exercisable only at
         such time or times and to the extent the related Stock Options would be
         exercisable  in accordance  with the  provisions of Article VI. A Stock
         Appreciation Right which is granted on a stand alone basis shall be for
         such  period and shall be  exercisable  at such times and to the extent
         provided in an Agreement.  Stock Appreciation Rights shall be exercised
         by the  Participant's  giving  written  notice  of  exercise  on a form
         provided by the Committee (if available) to the Company  specifying the
         portion of the Stock Appreciation Right to be exercised.

                  (b) Amount. Upon the exercise of a Stock Appreciation Right, a
         Participant  shall be entitled to receive an amount in cash,  shares of
         Common  Stock or both as  determined  by the  Committee or as otherwise
         permitted  in an  Agreement  equal in value to the  excess  of the Fair
         Market  Value per share of Common Stock over the Option Price per share
         of Common Stock  specified in the related  Agreement  multiplied by the
         number of shares in  respect of which the Stock  Appreciation  Right is
         exercised. In the case of a Stock Appreciation Right granted on a stand
         alone basis,  the Agreement  shall specify the value to be used in lieu
         of the  Option  Price per share of Common  Stock.  The  aggregate  Fair
         Market  Value per share of the Common Stock shall be  determined  as of
         the date of exercise of such Stock Appreciation Right.

                  (c) Special Rules.  In  the case of Stock Appreciation  Rights
         relating to Stock Options held by  Participants  who  are  actually  or
         potentially subject to Section 16(b) of the Exchange Act:

                             (i) The  Committee  may  require  that  such  Stock
                  Appreciation  Rights be exercised only in accordance  with the
                  applicable "window period" provisions of Rule 16b-3;



                                      -14-

<PAGE>



                            (ii) The Committee may provide that the amount to be
                  paid upon  exercise of such Stock  Appreciation  Rights (other
                  than those relating to Incentive  Stock Options) during a Rule
                  16b-3 "window period" shall be based on the highest mean sales
                  price of the Common Stock on the  principal  exchange on which
                  the Common Stock is traded,  NASDAQ or other  relevant  market
                  for determining  value on any day during such "window period";
                  and

                           (iii)   no   Stock   Appreciation   Right   shall  be
                  exercisable  during the first six  months of its term,  except
                  that this limitation  shall not apply in the event of death or
                  Disability of the  Participant  prior to the expiration of the
                  six-month period.

                  (d) Non-transferability of Stock  Appreciation  Rights.  Stock
         Appreciation Rights shall be  transferable only  when and to the extent
         that a  Stock Option  would  be  transferable  under  the  Plan  unless
         otherwise provided in an Agreement.

                  (e) Termination. A Stock Appreciation Right shall terminate at
         such time as a Stock  Option  would  terminate  under the Plan,  unless
         otherwise provided in an Agreement.

                  (f) Effect on Shares Under the Plan. To the extent required by
         Rule 16b-3, upon the exercise of a Stock Appreciation  Right, the Stock
         Option  or part  thereof  to which  such  Stock  Appreciation  Right is
         related  shall be deemed to have been  exercised for the purpose of the
         limitation  set forth in Section  4.2 on the number of shares of Common
         Stock to be issued under the Plan, but only to the extent of the number
         of shares of Common Stock  covered by the Stock  Appreciation  Right at
         the time of exercise based on the value of the Stock Appreciation Right
         at such time.

                  (g) Incentive Stock Option. A Stock Appreciation Right granted
         in tandem  with an  Incentive  Stock  Option  shall not be  exercisable
         unless  the  Fair  Market  Value  of the  Common  Stock  on the date of
         exercise  exceeds the Option  Price.  In no event shall any amount paid
         pursuant to the Stock  Appreciation Right exceed the difference between
         the Fair Market Value on the date of exercise and the Option Price.


                                  ARTICLE VIII.
                                RESTRICTED STOCK

         8.1 General.  The Committee  shall have  authority to grant  Restricted
Stock  under  the Plan at any time or from time to time.  Shares  of  Restricted
Stock may be awarded  either alone or in addition to other Awards  granted under
the Plan.  The  Committee  shall  determine  the persons to whom and the time or
times at which grants of Restricted Stock will be awarded,  the number of shares
of Restricted Shares to be awarded to any Participant,  the time or times within
which  such  Awards  may be  subject  to  forfeiture  and any  other  terms  and
conditions  of the Awards.  Each Award shall be confirmed  by, and be subject to
the terms of, an Agreement.


                                      -15-

<PAGE>



The Committee may condition the grant of Restricted Stock upon the attainment of
specified performance goals by the Participant or by the Company or an Affiliate
(including  a division  or  department  of the Company or an  Affiliate)  for or
within which the Participant is primarily employed or upon such other factors or
criteria as the Committee shall  determine.  The provisions of Restricted  Stock
Awards need not be the same with respect to any Participant.

         8.2  Awards  and  Certificates.   Notwithstanding  the  limitations  on
issuance  of  shares of  Common  Stock  otherwise  provided  in the  Plan,  each
Participant receiving an Award of Restricted Stock shall be issued a certificate
in  respect  of such  shares of  Restricted  Stock.  Such  certificate  shall be
registered in the name of such Participant and shall bear an appropriate  legend
referring to the terms, conditions, and restrictions applicable to such Award as
determined by the  Committee.  The  Committee may require that the  certificates
evidencing such shares be held in custody by the Company until the  restrictions
thereon  shall have lapsed and that,  as a condition of any Award of  Restricted
Stock,  the Participant  shall have delivered a stock power,  endorsed in blank,
relating to the Common Stock covered by such Award.

         8.3 Terms and Conditions.  Shares of Restricted  Stock shall be subject
to the following terms and conditions:

                  (a) Limitations on Transferability.  Subject to the provisions
         of the Plan and the  Agreement,  during a period set by the  Committee,
         commencing with the date of such Award (the "Restriction  Period"), the
         Participant shall not be permitted to sell, assign, transfer, pledge or
         otherwise encumber any interest in shares of Restricted Stock.

                  (b)  Rights.   Except  as  provided  in  Section  8.3(a),  the
         Participant shall have, with respect to the shares of Restricted Stock,
         all of the rights of a stockholder of the Company  holding the class of
         Common Stock that is the subject of the Restricted Stock, including, if
         applicable,  the right to vote the shares and the right to receive  any
         cash  dividends.  Unless  otherwise  determined  by the  Committee  and
         subject  to the  Plan,  cash  dividends  on Common  Stock  that are the
         subject of the  Restricted  Stock shall be  automatically  deferred and
         reinvested  in  additional  Restricted  Stock,  and dividends on Common
         Stock that are the subject of the Restricted Stock shall be paid in the
         form of  Restricted  Stock of Common  Stock on which such  dividend was
         paid.

                  (c) Criteria. Based on service, performance by the Participant
         or  by  the  Company  or  the  Affiliate,  including  any  division  or
         department for which the  Participant is employed or such other factors
         or criteria as the Committee may  determine,  the Committee may provide
         for the lapse of restrictions  in  installments  and may accelerate the
         vesting of all or any part of any Award and waive the  restrictions for
         all or any part of such Award.

                  (d) Forfeiture.  Unless otherwise  provided in an Agreement or
         determined by the Committee, if the Participant incurs a Termination of
         Employment  during the  Restriction  Period due to death or Disability,
         the restrictions  shall lapse and the Participant shall be fully vested
         in the Restricted Stock. Except to the extent otherwise provided in the
         applicable Agreement and the Plan, upon a Participant's Termination of


                                      -16-

<PAGE>



         Employment  for any reason  during the  Restriction  Period  other than
         death or  Disability,  all shares of Restricted  Stock still subject to
         restriction shall be forfeited by the Participant, except the Committee
         shall  have  the  discretion  to  waive  in whole or in part any or all
         remaining restrictions with respect to any or all of such Participant's
         shares of Restricted Stock.

                  (e)  Delivery.  If and when  the  Restriction  Period  expires
         without a prior  forfeiture  of the  Restricted  Stock  subject to such
         Restriction  Period,  unlegended  certificates for such shares shall be
         delivered to the Participant.

                  (f) Election. A Participant may elect to further defer receipt
         of the  Restricted  Stock for a  specified  period or until a specified
         event,  subject in each case to the  Committee's  approval  and to such
         terms as are  determined by the  Committee.  Subject to any  exceptions
         adopted by the Committee, such election must be made one (1) year prior
         to completion of the Restriction Period.


                                   ARTICLE IX.
                                 DEFERRED STOCK

         9.1 General. The Committee shall have authority to grant Deferred Stock
under the Plan at any time or from time to time. Shares of Deferred Stock may be
awarded  either alone or in addition to other Awards granted under the Plan. The
Committee  shall  determine  the  persons to whom and the time or times at which
Deferred  Stock will be awarded,  the number of shares of  Deferred  Stock to be
awarded to any Participant,  the duration of the period (the "Deferral  Period")
prior to which the Common  Stock will be  delivered,  and the  conditions  under
which  receipt of the  Common  Stock will be  deferred  and any other  terms and
conditions  of the Awards.  Each Award shall be confirmed  by, and be subject to
the terms of, an  Agreement.  The  Committee may condition the grant of Deferred
Stock upon the attainment of specified  performance  goals by the Participant or
by the  Company or an  Affiliate,  including  a division  or  department  of the
Company  or an  Affiliate  for or within  which  the  Participant  is  primarily
employed  or  upon  such  other  factors  or  criteria  as the  Committee  shall
determine.  The  provisions  of Deferred  Stock Awards need not be the same with
respect to any Participant.

         9.2 Terms and Conditions. Deferred Stock Awards shall be subject to the
following terms and conditions:

                  (a) Limitations on Transferability.  Subject to the provisions
         of the Plan and except as  provided  in an  Agreement,  Deferred  Stock
         Awards,   or  any  interest  therein,   may  not  be  sold,   assigned,
         transferred,  pledged  or  otherwise  encumbered  during  the  Deferral
         Period.  At the expiration of the Deferral Period (or Elective Deferral
         Period as defined in Section 9.2(e),  where applicable),  the Committee
         may elect to deliver Common Stock,  cash equal to the Fair Market Value
         of such Common Stock or a combination of cash and Common Stock,  to the
         Participant for the shares covered by the Deferred Stock Award.


                                      -17-

<PAGE>




                  (b) Rights.  Unless otherwise  determined by the Committee and
         subject to the Plan,  cash  dividends  on the Common  Stock that is the
         subject of the Deferred Stock Award shall be automatically deferred and
         reinvested in additional  Deferred  Stock,  and dividends on the Common
         Stock that is the subject of the Deferred Stock Award payable in Common
         Stock  shall be paid in the form of Deferred  Stock of Common  Stock on
         which such dividend was paid.

                  (c) Criteria. Based on service, performance by the Participant
         or  by  the  Company  or  the  Affiliate,  including  any  division  or
         department for which the  Participant is employed or such other factors
         or criteria as the Committee may  determine,  the Committee may provide
         for  the  lapse  of  deferral   limitations  in  installments  and  may
         accelerate  the  vesting  of all or any part of any Award and waive the
         deferral limitations for all or any part of such Award.

                  (d) Forfeiture.  Unless otherwise  provided in an Agreement or
         determined by the Committee, if the Participant incurs a Termination of
         Employment  during the Deferral Period due to death or Disability,  the
         restrictions  shall lapse and the Participant  shall be fully vested in
         the  Deferred  Stock.  Unless  otherwise  provided in an  Agreement  or
         determined  by the  Committee,  upon  a  Participant's  Termination  of
         Employment  for any reason during the Deferral  Period other than death
         or  Disability,  the  rights to the shares  still  covered by the Award
         shall be forfeited by the Participant,  except the Committee shall have
         the  discretion  to waive  in  whole  or in part  any or all  remaining
         deferral  limitations with respect to any or all of such  Participant's
         Deferred Stock.

                  (e) Election. A Participant may elect to further defer receipt
         of the Deferred  Stock payable under an Award (or an  installment of an
         Award) for a specified  period or until a specified  event,  subject in
         each  case  to the  Committee's  approval  and  to  such  terms  as are
         determined by the Committee.  Subject to any exceptions  adopted by the
         Committee,  such  election  must  be  made at one  (1)  year  prior  to
         completion of the Deferral Period for the Award.

                                   ARTICLE X.
             PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE PLAN

         10.1 Transfer of Shares.  A Participant may at any time make a transfer
of shares of Common Stock  received  pursuant to the exercise of an Award to his
parents,  spouse or descendants or to any trust for the benefit of the foregoing
or to a custodian under a uniform gifts to minors act or similar statute for the
benefit of any of the Participant's descendants. Any transfer of shares received
pursuant to the  exercise of an Award shall not be permitted or valid unless and
until the  transferee  agrees to be bound by the provisions of the Plan, and any
provision   respecting   Common  Stock  under  the   Agreement,   provided  that
"Termination  of  Employment"  shall  continue  to refer to the  Termination  of
Employment of the Participant.

         10.2  Limited  Transfer  During  Offering.  In the  event  there  is an
effective  registration  statement  under the  Securities  Act pursuant to which
shares of Common Stock shall be offered


                                      -18-

<PAGE>



for sale in an underwritten offering, a Participant shall not, during the period
requested by the underwriters  managing the registered  public offering,  effect
any public  sale or  distribution  of shares  received  directly  or  indirectly
pursuant to an exercise of an Award.

         10.3  Committee  Discretion.  The Committee may in its sole  discretion
include in any Agreement an obligation that the Company purchase a Participant's
shares of Common Stock  received  upon the exercise of an Award  (including  the
purchase of any  unexercised  Awards which have not expired),  or may obligate a
Participant  to sell shares of Common  Stock to the Company  upon such terms and
conditions as the  Committee  may  determine and set forth in an Agreement.  The
provisions  of this Article X shall be  construed  by the  Committee in its sole
discretion,  and shall be  subject  to such other  terms and  conditions  as the
Committee may from time to time determine.  Notwithstanding any provision herein
to the contrary,  the Company may upon determination by the Committee assign its
right to purchase  shares of Common Stock this Article X, whereupon the assignee
of such right shall have all the rights,  duties and  obligations of the Company
with respect to purchase of the shares of Common Stock.

         10.4 No Company  Obligation.  None of the Company,  an Affiliate or the
Committee  shall have any duty or  obligation  to  affirmatively  disclose  to a
record or beneficial  holder of Common Stock or an Award,  and such holder shall
have no right to be advised of any material information regarding the Company or
any  Affiliate at any time prior to, upon or in  connection  with receipt or the
exercise of an Award or the Company's  purchase of Common Stock or an Award from
such holder in accordance with the terms hereof.


                                   ARTICLE XI.
                          CHANGE IN CONTROL PROVISIONS

         11.1 Impact of Event.  Notwithstanding  any other provision of the Plan
to the  contrary,  in the event of a Change in  Control  (as  defined in Section
11.2):

                  (a)  Any  Stock   Appreciation   Rights   and  Stock   Options
         outstanding  as of the  date  such  Change  in  Control  and  not  then
         exercisable  shall become fully  exercisable  to the full extent of the
         original grant;

                  (b) The  restrictions and deferral  limitations  applicable to
         any  Restricted   Stock  and  Deferred  Stock  shall  lapse,  and  such
         Restricted   Stock  and  Deferred   Stock  shall  become  free  of  all
         restrictions  and  become  fully  vested and  transferable  to the full
         extent of the original grant.

         11.2  Definition  of Change in Control.  For  purposes  of the Plan,  a
"Change in Control" shall mean the happening of any of the following events:

                  (a) An acquisition by any individual,  entity or group (within
         the meaning of Section  13(d)(3) or  14(d)(2) of the  Exchange  Act) (a
         "Person") of the beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Exchange Act) of


                                      -19-

<PAGE>



         fifty  percent (50%) or more of the then  outstanding  shares of common
         stock of the Company (the  "Outstanding  Company Common Stock") or (ii)
         the approval by the  stockholders  of the Company of a  reorganization,
         merger,  consolidation,  complete  liquidation  or  dissolution  of the
         Company,  the sale or  disposition of all or  substantially  all of the
         assets of the Company or similar  corporate  transaction  (in each case
         referred to in this Section 11.2(a) as a "Corporate  Transaction")  or,
         if consummation of such Corporate  Transaction is subject,  at the time
         of such approval by  stockholders,  to the consent of any government or
         governmental  agency,  the obtaining of such consent (either explicitly
         or implicitly)  provided such acquisition or beneficial ownership would
         result in any other Person's beneficially owning fifty percent (50%) or
         more of the Outstanding Company Common Stock;  excluding,  however, the
         following: (A) any acquisition by the Company or by an employee benefit
         plan (or related  trust)  sponsored or  maintained by the Company or an
         Affiliate,  (B) any acquisition by a member of the Anixter  Family,  or
         (C) any acquisition by or consummation of a Corporate  Transaction with
         an Affiliate.

                  (b) A change in the  composition  of the  Board  such that the
         individuals  who, as of the date of the Initial  Public  Offering  (the
         "Public   Offering"),   constitute  the  Board  (such  Board  shall  be
         hereinafter  referred to as the "Incumbent Board") cease for any reason
         to constitute at least a majority of the Board; provided,  however, for
         purposes of this Section  11.2(b),  that any  individual  who becomes a
         member  of the Board  subsequent  to the date of the  Company's  Public
         Offering  whose  election,  or nomination for election by the Company's
         stockholders,  was  approved  by a vote of at least a majority of those
         individuals  who are members of the Board and who were also  members of
         the Incumbent  Board (or deemed to be such pursuant to this  provision)
         shall be  considered  as though  such  individual  were a member of the
         Incumbent Board; but, provided, further, that any such individual whose
         initial  assumption of office occurs as a result of either an actual or
         threatened  election  contest (as such terms are used in Rule 14a-11 of
         Regulation 14A  promulgated  under the Exchange Act) or other actual or
         threatened  solicitation  of proxies or  consents  by or on behalf of a
         Person other than the Board shall not be so  considered  as a member of
         the Incumbent Board.


                                  ARTICLE XII.
                                  MISCELLANEOUS

         12.1  Amendments  and  Termination.  The Board  may  amend,  alter,  or
discontinue   the  Plan  at  any  time,   but  no   amendment,   alteration   or
discontinuation  shall be made which  would  impair the rights of a  Participant
under a Stock  Option,  Stock  Appreciation  Right,  Restricted  Stock  Award or
Deferred Stock Award  theretofore  granted  without the  Participant's  consent,
except such an amendment  (a) made to avoid an expense  charge to the Company or
an Affiliate,  (b) made to cause the Plan to qualify for the exemption  provided
by Rule  16b-3,  (c) made to prevent the Plan from being  disqualified  from the
exemption  provided  by Rule  16b-3  or (d) made to  permit  the  Company  or an
Affiliate a deduction  under the Code. In addition,  no such amendment  shall be
made  without the  approval  of the  Company's  stockholders  to the extent such
approval is required by law or agreement.


                                      -20-

<PAGE>




         The Committee may amend the terms of the Plan or any Award  theretofore
granted,  prospectively or  retroactively,  subject to the same limitations (and
exceptions to  limitations)  as applied to the Board and further  subject to any
approval or limitations the Board may impose.

         Subject to the above  provisions,  the Board  shall have  authority  to
amend the Plan to take into account changes in law and tax and accounting rules,
as well as other  developments  and to grant Awards which qualify for beneficial
treatment under such rules without  stockholder  approval.  Notwithstanding  the
foregoing,  if any  right  under  the  Plan  would  cause  a  transaction  to be
ineligible  for  pooling  of  interest  accounting  that would but for the right
hereunder be eligible for such accounting treatment, the Committee may modify or
adjust the right so that pooling of interest accounting shall be available.

         12.2  Unfunded  Status  of  Plan.  It is  intended  that the Plan be an
"unfunded"  plan for  incentive  and deferred  compensation.  The  Committee may
authorize the creation of trusts or other  arrangements  to meet the obligations
created  under the Plan to  deliver  Common  Stock or make  payments;  provided,
however, that, unless the Committee otherwise determines,  the existence of such
trusts or other  arrangements  is consistent  with the "unfunded"  status of the
Plan.

         12.3     General Provisions.

                  (a)  Representation.  The  Committee  may require  each person
         purchasing or receiving shares pursuant to an Award to represent to and
         agree with the  Company in writing  that such person is  acquiring  the
         shares without a view to the distribution thereof. The certificates for
         such  shares  may  include  any  legend  which  the   Committee   deems
         appropriate to reflect any restrictions on transfer.

                  (b)  No Additional Obligation.  Nothing  contained in the Plan
         shall prevent the  Company or  an  Affiliate  from  adopting  other  or
          additional compensation arrangements for its employees.

                  (c) Withholding.  No later than the date as of which an amount
         first  becomes  includible in the gross income of the  Participant  for
         Federal income tax purposes with respect to any Award,  the Participant
         shall pay to the Company (or other entity identified by the Committee),
         or make  arrangements  satisfactory  to the  Company  or  other  entity
         identified  by the  Committee  regarding  the payment of, any  Federal,
         state,  local  or  foreign  taxes  of any  kind  required  by law to be
         withheld with respect to such amount  required in order for the Company
         or an  Affiliate  to  obtain  a  current  deduction.  Unless  otherwise
         determined by the  Committee,  withholding  obligations  may be settled
         with Common  Stock,  including  Common  Stock that is part of the Award
         that  gives  rise to the  withholding  requirement  provided  that  any
         applicable  requirements  under  Section  16 of the  Exchange  Act  are
         satisfied.  The  obligations  of the  Company  under the Plan  shall be
         conditional  on such payment or  arrangements,  and the Company and its
         Affiliates  shall,  to the extent  permitted by law,  have the right to
         deduct  any  such  taxes  from  any  payment   otherwise   due  to  the
         Participant.  If the  Participant  disposes  of shares of Common  Stock
         acquired  pursuant  to an  Incentive  Stock  Option in any  transaction
         considered to be a


                                      -21-

<PAGE>



         disqualifying  transaction  under the Code, the  Participant  must give
         written notice of such transfer and the Company shall have the right to
         deduct  any  taxes  required  by law to be  withheld  from any  amounts
         otherwise payable to the Participant.

                  (d) Reinvestment.  The reinvestment of dividends in additional
         Deferred or Restricted  Stock at the time of any dividend payment shall
         only be permissible if sufficient  shares of Common Stock are available
         for such reinvestment (taking into account then outstanding Options and
         other Awards).

                  (e)   Representation.   The  Committee  shall  establish  such
         procedures as it deems  appropriate  for a  Participant  to designate a
         Representative  to  whom  any  amounts  payable  in  the  event  of the
         Participant's death are to be paid.

                  (f) Controlling  Law. The Plan and all Awards made and actions
         taken  thereunder shall be governed by and construed in accordance with
         the laws of the State of Delaware (other than its law respecting choice
         of law). The Plan shall be construed to comply with all applicable law,
         and to avoid  liability to the Company,  an Affiliate or a Participant,
         including,  without  limitation,  liability  under Section 16(b) of the
         Exchange Act.

                  (g) Offset.  Unless  otherwise  provided in an Agreement,  any
         amounts  owed to the  Company or an  Affiliate  by the  Participant  of
         whatever  nature  may be  offset by the  Company  from the value of any
         shares of Common Stock,  cash or other thing of value under the Plan or
         an Agreement to be  transferred  to the  Participant,  and no shares of
         Common  Stock,  cash or  other  thing  of  value  under  the Plan or an
         Agreement  shall be transferred  unless and until all disputes  between
         the Company and the  Participant  have been fully and finally  resolved
         and the  Participant  has waived all claims to such against the Company
         or an Affiliate.

                  (h) Right to Capitalize. The grant of an Award shall in no way
         affect the right of the Company to adjust,  reclassify,  reorganize  or
         otherwise  change  its  capital  or  business  structure  or to  merge,
         consolidate, dissolve, liquidate or sell or transfer all or any part of
         its business or assets.

         12.4  Mitigation  of Excise Tax. If any payment or right  accruing to a
Participant  under the Plan  (without the  application  of this  Section  12.4),
either  alone  or  together  with  other  payments  or  rights  accruing  to the
Participant from the Company or an Affiliate ("Total Payments") would constitute
a "parachute  payment"  (as defined in Section 280G of the Code and  regulations
thereunder)  that is subject to the  excise tax  imposed by Section  4999 of the
Code (or  similar tax and/or  assessment),  the  Company  (or its  successor  or
assigns) shall increase the amounts payable hereunder to the extent necessary to
place Participant in the same after-tax position as he or she would have been in
had no such excise tax been imposed on the payments hereunder. The determination
of the amount of any such excise taxes shall initially be made by an independent
accounting firm employed by the Company. The Participant shall cooperate in good
faith  with the  Committee  in  making  such  determination  and  providing  the
necessary  information  for this purpose.  If, at a later date, it is determined
that the amount of excise taxes


                                      -22-

<PAGE>



payable by Participant is greater than the amount initially so determined,  then
the Company (or its successor or assigns) shall pay  Participant an amount equal
to the sum of (i) such  additional  excise taxes,  (ii) any interest,  fines and
penalties  resulting from such  underpayment,  plus (iii) an amount necessary to
reimburse  Participant  for  any  income,  excise  or  other  taxes  payable  by
Participant  with respect to the amount specified in (i) and (ii) above, and the
reimbursement provided by this (iii).

         12.5 Status of Awards  Under Code Section  162(m).  It is the intent of
the Company that Awards granted to persons who are Covered  Employees within the
meaning of Code Section  162(m) shall  constitute  "qualified  performance-based
compensation"  satisfying the requirements of Code Section 162(m).  Accordingly,
the provisions of the Plan shall be interpreted in a manner consistent with Code
Section 162(m).  If any provision of the Plan or any agreement  relating to such
an Award  does not  comply  or is  inconsistent  with the  requirements  of Code
Section  162(m),  such  provision  shall be construed  or deemed  amended to the
extent necessary to conform to such requirements.

         12.6  Rights  with  Respect  to  Continuance  of  Employment.   Nothing
contained herein shall be deemed to alter the  relationship  between the Company
or an Affiliate and a Participant,  or the  contractual  relationship  between a
Participant  and the  Company  or an  Affiliate  if there is a written  contract
regarding  such  relationship.  Nothing  contained  herein shall be construed to
constitute a contract of  employment  between the Company or an Affiliate  and a
Participant.  The Company or an Affiliate and each of the Participants  continue
to have the right to terminate  the  employment or service  relationship  at any
time for any reason, except as provided in a written contract. The Company or an
Affiliate  shall have no obligation to retain the  Participant  in its employ or
service as a result of the Plan. There shall be no inference as to the length of
employment or service hereby,  and the Company or an Affiliate reserves the same
rights to terminate the Participant's  employment or service as existed prior to
the individual becoming a Participant in the Plan.

         12.7 Awards in Substitution  for Awards Granted by Other  Corporations.
Awards  may be  granted  under the Plan from  time to time in  substitution  for
awards held by employees,  directors or service providers of other  corporations
who are about to become  officers,  directors  or employees of the Company or an
Affiliate  as  the  result  of  a  merger  or  consolidation  of  the  employing
corporation with the Company or an Affiliate,  or the acquisition by the Company
or an Affiliate of the assets of the employing  corporation,  or the acquisition
by the Company or Affiliate of the stock of the  employing  corporation,  as the
result of which it becomes a designated  employer  under the Plan. The terms and
conditions of the Awards so granted may vary from the terms and  conditions  set
forth in the Plan at the time of such grant as the  majority  of the  members of
the  Committee  may deem  appropriate  to conform,  in whole or in part,  to the
provisions of the awards in substitution for which they are granted.

         12.8  Procedure  for  Adoption.  Any  Affiliate  of the  Company may by
resolution of such Affiliate's board of directors, with the consent of the Board
of Directors  and subject to such  conditions  as may be imposed by the Board of
Directors,  adopt  the  Plan for the  benefit  of its  employees  as of the date
specified in the board resolution.



                                      -23-

<PAGE>



         12.9 Procedure for Withdrawal. Any Affiliate which has adopted the Plan
may,  by  resolution  of the  board of  directors  of such  direct  or  indirect
subsidiary,  with the  consent  of the Board of  Directors  and  subject to such
conditions as may be imposed by the Board of  Directors,  terminate its adoption
of the Plan.

         12.10  Delay.  If at the time a  Participant  incurs a  Termination  of
Employment  (other  than due to Cause) or if at the time of a Change in Control,
the  Participant is subject to  "short-swing"  liability under Section 16 of the
Exchange Act, any time period provided for under the Plan or an Agreement to the
extent  necessary to avoid the  imposition  of liability  shall be suspended and
delayed during the period the  Participant  would be subject to such  liability,
but not more than six (6)  months  and one (1) day and not to exceed  the Option
Period, or the period for exercise of a Stock  Appreciation Right as provided in
the Agreement, whichever is shorter. The Company shall have the right to suspend
or delay any time period  described in the Plan or an Agreement if the Committee
shall  determine that the action may constitute a violation of any law or result
in liability under any law to the Company,  an Affiliate or a stockholder of the
Company until such time as the action required or permitted shall not constitute
a violation  of law or result in  liability  to the  Company,  an Affiliate or a
stockholder of the Company.  The Committee  shall have the discretion to suspend
the  application  of the  provisions of the Plan required  solely to comply with
Rule 16b-3 if the Committee  shall  determine  that Rule 16b-3 does not apply to
the Plan.

         12.11  Headings.  The headings  contained in the Plan are for reference
purposes only and shall not affect the meaning or interpretation of the Plan.

         12.12  Severability.  If any provision of the Plan shall for any reason
be held to be invalid or  unenforceable,  such  invalidity  or  unenforceability
shall not effect any other provision hereby,  and the Plan shall be construed as
if such invalid or unenforceable provision were omitted.

         12.13  Successors  and Assigns.  The Plan shall inure to the benefit of
and be binding upon each  successor and assign of the Company.  All  obligations
imposed upon a  Participant,  and all rights  granted to the Company  hereunder,
shall be  binding  upon  the  Participant's  heirs,  legal  representatives  and
successors.

         12.14 No Obligation  to Give Notice.  No provision of the Plan shall be
deemed to create an  obligation  on the  Company to give notice to any person or
entity of any event, except as expressly set forth in this Agreement.

         12.15 No Third Party Beneficiaries. Nothing in this Agreement expressed
or implied is intended to confer any right or remedy  under or by reason of this
Agreement  on any person  other  than the  parties  hereto and their  respective
heirs, representatives, successors and assigns, nor is anything set forth herein
intended to affect or discharge the obligation or liability of any third persons
to any party to this  Agreement nor shall any provision give any third party any
right of subrogation or action over against any part to this Agreement.



                                      -24-

<PAGE>



         12.16  Entire  Agreement.  The Plan and the  Agreement  constitute  the
entire agreement with respect to the subject matter hereof and thereof, provided
that in the event of any inconsistency  between the Plan and the Agreement,  the
terms and conditions of the Agreement shall control.



                                      -25-

<PAGE>




         EXECUTED effective as of April 15, 1996.


                                   ANICOM, INC.


                                   __________________________________
                                   Scott C. Anixter
                                   Chief Executive Officer





                                      -26-