Bell National Corporation
                         4209 Vineland Road, Suite J-1
                            Orlando, Florida  32811
                                (407) 849-2090


                                                             November 15, 1995


Raymond O'S. Kelly
114 Sansome Street, Suite 602
San Francisco, California  94104

                            SAR Agreement Extension
                            -----------------------

Dear Mr. Kelly:

      Reference is made to that certain Stock Appreciation Rights Agreement,
dated as of November 20, 1989 (the "SAR Agreement"), by and between Bell
National Corporation, a California corporation, as the "Company", and yourself,
as the "Recipient". Capitalized terms used and not defined herein shall have the
respective meanings ascribed to such terms under the SAR Agreement.

      The purpose of this letter is to set forth our agreement, and to implement
the direction of the Board of Directors of the Company, that the term of the
SARs granted under the SAR Agreement be extended for five years. The "term" of
the SARs is established under Section 2(d) of the SAR Agreement, which provides
that all SARs not previously exercised shall be deemed to be exercised in full
upon the seventh anniversary of the Closing Date. Such Closing Date was November
20, 1989, and so the seventh anniversary thereof is November 20, 1996.

      Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by both of the parties hereto, and
intending to be legally bound, it is hereby agreed as follows:

      1. Extension of Term. Section 2(d) of the SAR Agreement is hereby amended
by deleting the terms "seventh anniversary" each time they appear therein and
inserting in their place the terms "twelfth anniversary".

      2. Further Actions. Each of the Company and Recipient agree from time to
time to execute and deliver such documents and instruments, and to take such
other and further actions, as the other party hereto may reasonably request in
order to further give effect to or evidence the amendment to the SAR Agreement
as set forth in this letter agreement.

     3. Governing Law. This letter agreement shall be governed by and construed
in all respects in accordance with the laws of the State of New York.


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      4. Entire Agreement. This letter agreement sets forth the entire agreement
between the parties hereto with respect to the extension of the SARs and may be
changed only by a written agreement signed by both of the parties hereto.

      If the foregoing is acceptable to you, kindly execute a counterpart of
this letter in the space provided below and return at least one of the same to
the undersigned, whereupon this letter shall become a binding agreement between
us.

                                          Very truly yours,

                                          BELL NATIONAL CORPORATION



                                          By:________________________________
                                             Title:



                        Acceptance and Spousal Consent

The foregoing is accepted and agreed to, as of the date first above written, by:



                                          ___________________________________
                                          Raymond O'S. Kelly


The undersigned has read and is familiar with the SAR Agreement and the above
letter agreement (the "Amendment") and hereby consents to and agrees to be bound
by all the terms and conditions of the SAR Agreement (as amended by the
Amendment) and the Amendment. Without limiting the generality of the foregoing,
the undersigned specifically agrees that the Company may rely on any
authorization, instruction or election made under the SAR Agreement (as amended
by the Amendment) or the Amendment by the Recipient alone and that all of his or
her right, title and interest, if any, in the cash or securities received by the
Recipient under the SAR Agreement (as amended by the Amendment) or the
Amendment, whether arising by operation of community property law, by property
settlement or otherwise shall be subject to all such terms and conditions.




                                          ___________________________________
                                          Elsie M. Kelly



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