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                    DIRECTORS' STOCK OPTION AGREEMENT
     By   this   Agreement,  Curtis  Mathes  Holding   Corporation   (the
"Company"), located at 10911 Petal Street, Dallas, Texas 75238, grants to
Edward  M.  Warren (the "Director"), of 71 Lake Road, Ballston Lake,  New
York  12019, certain options to purchase the Company's common stock  (the
"Common Stock") according to the following terms and conditions:
                      ARTICLE 1:  TERM OF AGREEMENT
     1.01.      Term.     The term of this Agreement shall begin on April
7,  1997, and shall terminate on June 30, 1999, subject to the discretion
of the Company's shareholders.
                     ARTICLE 2:  DUTIES OF DIRECTOR
     2.01.      Duties.   The Director shall serve on the Company's Board
of  Directors, at the discretion of the Company's shareholders, and shall
perform all duties commonly discharged by a person in such position.   If
the  Director  is appointed as a consultant to the Company, the  Director
shall  serve  in  such capacity or capacities as may be agreed.   Nothing
shall be construed, however, to require the Director's appointment  as  a
consultant to the Company.
                      ARTICLE 3:  DIRECTOR BENEFITS
     3.01.      Nonstatutory Stock Option.    Grant of Option.         By
this  Paragraph, the Company agrees that it will cause to be  granted  to
the Director an option (the "Option") to purchase 75,000 shares of common
stock  of  CRTM (or successor) ("Common Shares") at a purchase  price  of
seventy  (70%) percent of the average trading price of the Common  Stock,
as  reported  by  NASDAQ,  for  the five  (5)  trading  days  immediately
preceding the date the Option is granted.  One-third (1/3) of the  Option
shall  vest immediately upon the date hereof and the remaining two-thirds
(2/3) of the Option shall vest at the rate of one-third (1/3) on each  of
the  following  dates hereafter, during the term of  service  under  this
Agreement,  and  provided that Director is then currently  serving  as  a
director of the Company on such dates:  June 30, 1998; and June 30, 1999.
Any vested portion of the Option may be exercised in whole or in part  at
any  time  up  to  and including April 6, 2002.  It is  agreed  that  the
Director  shall  not  have any of the rights of, nor  be  treated  as,  a
shareholder with respect to the shares subject to this Option  until  the
Director has exercised the Option, delivery of the stock certificates for
such  shares has been made to the Director, and the Director  has  become
the  shareholder  of record of such shares.  Any vested  portion  of  the
Option  shall not be transferable otherwise than by will or the  laws  of
descent  and  distribution, and any vested portion of the Option  may  be
exercised,  during  the  lifetime of the Director,  only  by  him.   More
particularly (but without limiting the generality of the foregoing),  any
vested portion of the Option may not be assigned, transferred (except  as
provided  above),  pledged, or hypothecated in  any  way,  shall  not  be
assignable  by  operation of law, and shall not be subject to  execution,
attachment,  or  similar  process.  Any attempted  assignment,  transfer,
pledge, hypothecation, or other disposition of any vested portion of  the
Option  contrary to the provisions hereof, and the levy of any execution,
attachment,  or similar process upon the Option, shall be null  and  void
and  without effect.  Such vested portion of the Option may be  exercised
by   Director  or  by  his  executors,  administrators,  or  other  legal
representatives,  heirs, legatees, next of kin,  or  distributees  within
three  months,  but not later than three months, after the  date  of  the
legal  qualification of the executors or administrators  of  his  estate,
provided  diligent  efforts are made and such qualification  is  obtained
within  a  reasonable time after his death.  Notwithstanding anything  in
this  Agreement to the contrary, any vested portion of the Option  herein
granted to Director shall in no event be exercisable after the expiration
of five (5) years from the date of this Agreement.  If, at any time prior
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to  the  fifth  anniversary of the date of this  Agreement,  the  Company
proposes  to  register  any of its securities under  the  Securities  Act
(other  than by a registration on Form S-8, S-4 or any successor  similar
forms  or any other form not available for registering the Common  Shares
underlying the Option for sale to the public), whether for sale  for  its
own  account or other security holders, the Company will, each such time,
at least 60 days prior to filing the registration statement, give written
notice  to  the Director of the Company's intention to do so.   Upon  the
written request of the Director made within 45 days after the receipt  of
any such notice (which request shall specify the underlying Common Shares
intended  to  be  disposed  of by the Director),  the  Company  will  use
reasonable efforts to cause to be filed a registration statement for  the
registration  under  the Securities Act of all underlying  Common  Shares
which the Company has been so requested to register by the Director.
     Vesting  of  Option upon Change in Control.    "Change  in  control"
means  the  acquisition  by  a person or group,  as  defined  in  Section
13(d)(3)  of the Securities Exchange Act of 1934, of beneficial ownership
of twenty percent (20%) or more of the Company's common stock (other than
as  a result of an issuance of securities initiated by the Company in the
ordinary  course  of business), or as a result of, or in connection  with
any cash tender or exchange offer, merger, or other business combination,
sale  of  assets,  or  contested election,  or  any  combination  of  the
foregoing transactions, and the persons who were directors of the Company
before  such  transactions shall cease to constitute a  majority  of  the
Board of Directors of the Company or any successor to the Company.   Upon
a  change  in control of the Company, any unvested portion of any  Option
held  by  the  Director shall immediately vest.  If  the  Company  should
thereafter  undertake to file a registration statement with the  SEC  for
registration  of  any of its Common Stock, the Company shall  include  in
such  registration statement the Common Stock underlying all Options held
by  the Director, and will use its best efforts to have such registration
statement declared effective at the earliest possible date.
     Method  of exercising vested portion of the Option.     Such  Option
may  be exercised, in whole at any time or in part from time to time,  by
giving  to the Company notice in writing to that effect.  Within 30  days
after the receipt by it of notice of exercise of such Option, the Company
shall  cause certificates for the number of shares with respect to  which
such  Option  is  exercised to be issued in the name of Director  or  his
executors,   administrators,  or  other  legal  representatives,   heirs,
legatees,  next  of kin, or distributees, or to be properly  endorsed  or
accompanied  by separate stock powers duly executed, and to be  delivered
to   Director   or   his  executors,  administrators,  or   other   legal
representatives, heirs, legatees, next of kin, or distributees.   Payment
of the purchase price for the shares with respect to which such Option is
exercised  shall be made to the Company upon the delivery of such  stock,
together with revenue stamps or checks in an amount sufficient to pay any
stock  transfer taxes required on such delivery.  The Company shall  give
the person or persons entitled to the same at least five (5) days' notice
of  the  time and place for delivery and for the payment of such purchase
price.
     Changes  in  capital structure  If all or any portion of the  Option
shall   be   exercised  subsequent  to  any  share  dividend,   split-up,
recapitalization,  merger,  consolidation,  combination  or  exchange  of
shares,  separation, reorganization, or liquidation occurring  after  the
date hereof, as a result of which shares of any class shall be issued  in
respect  of  outstanding Common Shares or Common Shares shall be  changed
into  the  same  or a different number of shares of the same  or  another
class  or  classes, the person or persons so exercising the Option  shall
receive,  for the aggregate price paid upon such exercise, the  aggregate
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number and class of shares which, if Common Shares (as authorized at  the
date hereof) had been purchased at the date hereof for the same aggregate
price  (on the basis of the price per share set forth above) and had  not
been disposed of, such person or persons would be holding, at the time of
such exercise, as a result of such purchase and all such share dividends,
split-ups,  recapitalizations, mergers, consolidations,  combinations  or
exchanges  of  shares,  separations,  reorganizations,  or  liquidations;
provided, however, that no fractional share shall be issued upon any such
exercise, and the aggregate price paid shall be appropriately reduced  on
account of any fractional share not issued.
     Representation as to investment intent. The exercise of such  Option
and  the delivery of the shares subject to it will be contingent upon the
Company being furnished by Director, his legal representatives, or  other
persons  entitled to exercise such Option a statement in writing that  at
the  time  of  such exercise it is his or their intention to acquire  the
shares being purchased solely for investment purposes and not with a view
to distribution.
     Nonstatutory  Stock Option.    The Option granted in this  Paragraph
is  intended  not  to  qualify as an incentive stock  Option  within  the
meaning of Section 422 of the Internal Revenue Code of 1986 and shall  be
so construed.
                     ARTICLE 4:  GENERAL PROVISIONS
     4.01.      Notices.   All  notices or other communications  required
under  this  Agreement  may be effected either by  personal  delivery  in
writing or by certified mail, return receipt requested.  Notice shall  be
deemed  to  have  been given when delivered or mailed to the  parties  at
their respective addresses as set forth above or when mailed to the  last
address provided in writing to the other party by the addressee.
     4.02.      Entirety of Agreement.        This Agreement  constitutes
the  entire  understanding  between the parties  concerning  the  subject
matter hereof.  No agreements, representations, or warranties other  than
those specifically set forth in this Agreement shall be binding on any of
the parties unless set forth in writing and signed by both parties.  This
Agreement  supersedes  all  other prior agreements,  either  oral  or  in
writing,  between the parties with respect to the subject  matter  hereof
and contains all of the covenants and agreements between the parties with
respect   to   such  subject  matter.   Each  party  to  this   Agreement
acknowledges  that  no inducements or promises, oral or  otherwise,  have
been made by any party, or anyone acting on behalf of any party, that are
not embodied in this Agreement.
     4.03.      Modification.   This  Agreement  shall  not  be  amended,
modified,  or  altered in any manner except in a writing signed  by  both
parties.
     4.04.      Failure  to Enforce Not Waiver.          Any  failure  or
delay  on the part of either the Company or the Director to exercise  any
remedy or right under this Agreement shall not operate as a waiver.   The
failure  of  either  party to require performance of any  of  the  terms,
covenants, or provisions of this Agreement by the other party  shall  not
constitute  a  waiver  of  any of the rights  under  the  Agreement.   No
forbearance  by  either party to exercise any rights or privileges  under
this  Agreement  shall  be  construed as a waiver,  but  all  rights  and
privileges  shall continue in effect as if no forbearance  had  occurred.
No  covenant or condition of this Agreement may be waived except  by  the
written  consent of the waiving party.  Any such written  waiver  of  any
term  of  this Agreement shall be effective only in the specific instance
and for the specific purpose given.
     4.05.      Law Governing Agreement. This agreement shall be governed
exclusively by and construed in accordance with the laws of the State  of
Texas.
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     4.06.     Partial Invalidity. If any provision in this Agreement  is
held  by  a  court  of  competent jurisdiction to be  invalid,  void,  or
unenforceable,  the remaining provisions shall remain in full  force  and
effect,  as if this Agreement had been executed without any such  invalid
provisions having been included.
     Executed at Dallas, Texas, as of April 7, 1997.
COMPANY:  Curtis Mathes Holding Corporation
          By:____/s/__Pat Custer____________
                Patrick A. Custer, President
DIRECTOR: ____/s/____Edward M. Warren__________