<PAGE>
                             THE ALPINE GROUP, INC.
                             1997 STOCK OPTION PLAN
<PAGE>
 
<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS
 
<S>              <C>                                                                     <C>
                                                                                            PAGE
                                                                                            -----
ARTICLE I.       PURPOSE...............................................................           1
 
ARTICLE II.      DEFINITIONS...........................................................           1
 
ARTICLE III.     ADMINISTRATION........................................................           4
 
ARTICLE IV.      SHARE AND OTHER LIMITATIONS...........................................           7
 
ARTICLE V.       ELIGIBILITY...........................................................          10
 
ARTICLE VI.      STOCK OPTION GRANTS...................................................          10
 
ARTICLE VII.     STOCK APPRECIATION RIGHTS.............................................          12
 
ARTICLE VIII.    NON-TRANSFERABILITY AND TERMINATION OF EMPLOYMENT/ CONSULTANCY
                   PROVISIONS..........................................................          14
 
ARTICLE IX.      TERMINATION OR AMENDMENT OF THE PLAN..................................          15
 
ARTICLE X.       UNFUNDED PLAN.........................................................          16
 
ARTICLE XI.      GENERAL PROVISIONS....................................................          16
 
ARTICLE XII.     EFFECTIVE DATE OF PLAN................................................          19
 
ARTICLE XIII.    TERM OF PLAN..........................................................          19
 
ARTICLE XIV.     NAME OF PLAN..........................................................          19
</TABLE>
 
                                       i
<PAGE>
                             THE ALPINE GROUP, INC.
                             1997 STOCK OPTION PLAN
 
                                   ARTICLE I.
 
                                    PURPOSE
 
    The purpose of The Alpine Group, Inc. 1997 Stock Option Plan (the "Plan") is
to enhance the profitability and value of The Alpine Group, Inc. (the "Company")
and its subsidiaries for the benefit of their stockholders by enabling the
Company (i) to offer employees and Consultants of the Company and Subsidiaries,
stock based incentives and other equity interests in the Company, thereby
creating a means to raise the level of stock ownership by employees and
Consultants in order to attract, retain and reward such individuals and
strengthen the mutuality of interests between such individuals and the Company's
stockholders.
 
                                  ARTICLE II.
 
                                  DEFINITIONS
 
    For purposes of this Plan, the following terms shall have the following
meanings:
 
    2.1. "Acquisition Events" shall have the meaning set forth in Section
4.2(d).
 
    2.2. "Award" shall mean any award under this Plan of any Stock Option and
Stock Appreciation Right. All Awards shall be confirmed by, and subject to the
terms of, a written agreement executed by the Company and the Participant.
 
    2.3. "Board" shall mean the Board of Directors of the Company.
 
    2.4. "Cause" shall mean, with respect to a Participant's Termination of
Employment or Termination of Consultancy, unless otherwise determined by the
Committee at grant, or, if no rights of the Participant are reduced, thereafter,
termination due to a Participant's dishonesty, fraud, insubordination, willful
misconduct, refusal to perform services (for any reason other than illness or
incapacity) or materially unsatisfactory performance of his or her duties for
the Company or a Subsidiary, as determined by the Committee in its sole
discretion.
 
    2.5. "Code" shall mean the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision.
 
    2.6. "Committee" shall mean a committee of the Board appointed from time to
time by the Board, which committee shall be intended to consist of two or more
non-employee directors, each of whom shall be, to the extent required by Rule
16b-3 and Section 162(m) of the Code, a non-employee director as defined in Rule
16b-3 and an outside director as defined under Section 162(m) of the Code. To
the effect that no Committee exists which has the authority to administer the
Plan, the functions of the Committee shall be exercised by the Board. If for any
reason the appointed Committee does not meet the requirements of Rule 16b-3 or
Section 162(m) of the Code, such noncompliance with the requirements of Rule
16b-3 and Section 162(m) of the Code shall not affect the validity of Awards,
grants, interpretations or other actions of the Committee.
 
    2.7. "Common Stock" shall mean the Common Stock, $.10 par value per share,
of the Company.
 
    2.8. "Company" shall mean The Alpine Group, Inc., a Delaware corporation.
 
    2.9. "Consultant" shall mean any adviser or consultant to the Company and
its Subsidiaries who is eligible pursuant to Section 5.1 to be granted Awards
under this Plan.
 
    2.10. "Disability" shall mean total and permanent disability, as defined in
Section 22(e)(3) of the Code.
 
    2.11. "Effective Date" shall mean April 9, 1997, subject to Article XII.
<PAGE>
    2.12. "Eligible Employees" shall mean the employees of the Company and the
Subsidiaries who are eligible pursuant to Section 5.1 to be granted Awards under
this Plan.
 
    2.13. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
 
    2.14. "Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the last sales price reported for the
Common Stock on the applicable date (i) as reported by the principal national
securities exchange in the United States on which it is then traded, or (ii) if
not traded on any such national securities exchange, as quoted on an automated
quotation system sponsored by the National Association of Securities Dealers. If
the Common Stock is not readily tradable on a national securities exchange or
any system sponsored by the National Association of Securities Dealers, its Fair
Market Value shall be set in good faith by the Committee on the advice of a
registered investment adviser (as defined under the Investment Advisers Act of
1940). For purposes of the grant of any Award, the applicable date shall be the
date for which the last sales price is available at the time of grant. For
purposes of the exercise of any Stock Appreciation Right the applicable date
shall be the date a notice of exercise is received by the Committee or, if not a
day on which the applicable market is open, the next day that it is open.
 
    2.15. "Good Reason" shall mean, with respect to a Participant's Termination
of Employment or Termination of Consultancy, unless otherwise determined by the
Committee at grant, or, if no rights of the Participant are reduced, thereafter,
a voluntary termination due to "good reason," as the Committee, in its sole
discretion decides to treat as a Good Reason termination.
 
    2.16. "Incentive Stock Option" shall mean any Stock Option awarded under
this Plan intended to be and designated as an "Incentive Stock Option" within
the meaning of Section 422 of the Code.
 
    2.17. "Limited Stock Appreciation Right" shall mean an Award made pursuant
to Section 7.5 of this Plan which may be a Tandem Stock Appreciation Right or a
Non-Tandem Stock Appreciation Right.
 
    2.18. "Non-Qualified Stock Option" shall mean any Stock Option awarded under
this Plan that is not an Incentive Stock Option.
 
    2.19. "Non-Tandem Stock Appreciation Right" shall mean a Stock Appreciation
Right entitling the holder to receive an amount in cash or stock equal to the
excess of (x) the Fair Market Value of a share of Common Stock as of the date
such right is exercised, over (y) the aggregate exercise price of such right,
otherwise than on surrender of a Stock Option.
 
    2.20. "Participant" shall mean the following persons to whom an Award has
been made pursuant to this Plan: Eligible Employees and Consultants of the
Company and Subsidiaries.
 
    2.21. "Reference Stock Option" shall have the meaning set forth in Section
7.1.
 
    2.22. "Retirement" with respect to a Participant's Termination of Employment
or Termination of Consultancy shall mean a Termination of Employment or
Termination of Consultancy without Cause or for Good Reason from the Company
and/or a Subsidiary by a Participant who has attained (i) at least age 65; or
(ii) such earlier date after age 55 as approved by the Committee with regard to
such Participant.
 
    2.23. "Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provisions.
 
    2.24. "Section 162(m) of the Code" shall mean the exception for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.
 
    2.25. "Stock Appreciation Right" shall mean the right pursuant to an Award
granted under Article VII.
 
    2.26. "Stock Option" or "Option" shall mean any Option to purchase shares of
Common Stock granted to Eligible Employees or Consultants pursuant to Article
VI.
 
                                       2
<PAGE>
    2.27. "Subsidiary" shall mean any subsidiary of the Company within the
meaning of Section 424(f) of the Code.
 
    2.28. "Tandem Stock Appreciation Right" shall mean a Stock Appreciation
Right entitling the holder to surrender to the Company all (or a portion) of a
Stock Option in exchange for an amount in cash or stock equal to the excess of
(i) the Fair Market Value, on the date such Stock Option (or such portion
thereof) is surrendered, of the Common Stock covered by such Stock Option (or
such portion thereof), over (ii) the aggregate exercise price of such Stock
Option (or such portion thereof).
 
    2.29. "Ten Percent Stockholder" shall mean a person owning stock of the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company, as defined in Section 422 of the Code.
 
    2.30. "Termination of Consultancy" shall mean, with respect to a Consultant,
that the Consultant is no longer acting as a Consultant to the Company and its
Subsidiaries. In the event an entity shall cease to be a Subsidiary, there shall
be deemed a Termination of Consultancy of any individual who is not otherwise a
Consultant of the Company or another Subsidiary at the time the entity ceases to
be a Subsidiary.
 
    2.31. "Termination of Employment" shall mean (i) a termination of service of
a Participant from the Company and its Subsidiaries; or (ii) when an entity
which is employing a Participant ceases to be a Subsidiary, unless the
Participant thereupon becomes employed by the Company or another Subsidiary.
 
    2.32. "Transfer" or "Transferred" shall mean anticipate, alienate, attach,
sell, assign, pledge, encumber, charge or otherwise transfer.
 
                                  ARTICLE III.
 
                                 ADMINISTRATION
 
    3.1. THE COMMITTEE. The Plan shall be administered and interpreted by the
Committee.
 
    3.2. AWARDS. The Committee shall have full authority to grant, pursuant to
the terms of this Plan (including Article V hereof) Stock Options and Stock
Appreciation Rights to Eligible Employees and Consultants. In particular, the
Committee shall have the authority:
 
        (a) to select the Eligible Employees and Consultants to whom Stock
    Options and Stock Appreciation Rights may from time to time be granted
    hereunder;
 
        (b) to determine whether and to what extent Stock Options and Stock
    Appreciation Rights are to be granted hereunder to one or more Eligible
    Employees or Consultants;
 
        (c) to determine, in accordance with the terms of this Plan, the number
    of shares of Common Stock to be covered by each Award to an Eligible
    Employee or Consultant hereunder;
 
        (d) to determine the terms and conditions, not inconsistent with the
    terms of this Plan, of any Award granted hereunder to an Eligible Employee
    or Consultant (including, but not limited to, the exercise or purchase price
    (if any), any restriction or limitation, any vesting schedule or
    acceleration thereof or any forfeiture restrictions or waiver thereof,
    regarding any Stock Option or Stock Appreciation Right, and the shares of
    Common Stock relating thereto, based on such factors, if any, as the
    Committee shall determine, in its sole discretion);
 
        (e) to determine whether and under what circumstances a Stock Option may
    be settled in cash and/or Common Stock under Section 6.3(d);
 
        (f) to determine whether, to what extent and under what circumstances to
    provide loans (which may be on a recourse basis and shall bear interest at
    the rate the Committee shall provide) to Eligible Employees and Consultants
    in order to exercise Options under the Plan;
 
                                       3
<PAGE>
        (g) to determine whether a Stock Appreciation Right shall be a Tandem
    Stock Appreciation Right or Non-Tandem Stock Appreciation Right;
 
        (h) to determine whether to require an Eligible Employee or Consultant,
    as a condition of the granting of any Award, to not sell or otherwise
    dispose of shares acquired pursuant to the exercise of an Option or as an
    Award for a period of time as determined by the Committee, in its sole
    discretion, following the date of the acquisition of such Option or Award;
    and
 
        (i) to modify, extend or renew an Award, subject to Section 9.1 herein,
    provided, however, that if an Award is modified, extended or renewed and
    thereby deemed to be the issuance of a new Award under the Code or the
    applicable accounting rules, the exercise price of an Award may continue to
    be the original exercise price even if less than the Fair Market Value of
    the Common Stock at the time of such modification, extension or renewal.
 
    3.3. GUIDELINES. Subject to Article IX hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the delegation of
its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any agreement relating thereto in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action
would be permitted under the applicable provisions of both Rule 16b-3 and
Section 162(m) of the Code. The Committee may adopt special guidelines and
provisions for persons who are residing in, or subject to, the taxes of,
countries other than the United States to comply with applicable tax and
securities laws.
 
    3.4. DECISIONS FINAL. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company, the Board, or the
Committee (or any of its members) arising out of or in connection with this Plan
shall be within the absolute discretion of the Company, the Board or the
Committee, as the case may be, and shall be final, binding and conclusive on the
Company and all employees and Participants and their respective heirs,
executors, administrators, successors and assigns.
 
    3.5. RELIANCE ON COUNSEL. The Company, the Board or the Committee may
consult with legal counsel, who may be counsel for the Company or other counsel,
with respect to its obligations or duties hereunder, or with respect to any
action or proceeding or any question of law, and shall not be liable with
respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.
 
    3.6. PROCEDURES. If the Committee is appointed, the Board shall designate
one of the members of the Committee as chairman and the Committee shall hold
meetings, subject to the By-Laws of the Company, at such times and places as the
Committee shall deem advisable. A majority of the Committee members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all the Committee members in accordance with the By-Laws of the
Company shall be fully as effective as if it had been made by a vote at a
meeting duly called and held. The Committee may keep minutes of its meetings and
may make such rules and regulations for the conduct of its business as it shall
deem advisable.
 
    3.7. DESIGNATION OF CONSULTANTS/LIABILITY.
 
        (a) The Committee may designate employees of the Company and
    professional advisors to assist the Committee in the administration of this
    Plan and may grant authority to employees to execute agreements or other
    documents on behalf of the Committee.
 
        (b) The Committee may employ such legal counsel, consultants and agents
    as it may deem desirable for the administration of this Plan and may rely
    upon any opinion received from any such counsel or consultant and any
    computation received from any such consultant or agent. Expenses incurred by
    the Committee or Board in the engagement of any such counsel, consultant or
    agent shall
 
                                       4
<PAGE>
    be paid by the Company. The Committee, its members and any person designated
    pursuant to Section 3.7(a) shall not be liable for any action or
    determination made in good faith with respect to this Plan. To the maximum
    extent permitted by applicable law, no officer of the Company or member or
    former member of the Committee or of the Board shall be liable for any
    action or determination made in good faith with respect to this Plan or any
    Award granted under it. To the maximum extent permitted by applicable law
    and the Certificate of Incorporation and By-Laws of the Company and to the
    extent not covered by insurance, each officer and member or former member of
    the Committee or of the Board shall be indemnified and held harmless by the
    Company against any cost or expense (including reasonable fees of counsel
    reasonably acceptable to the Company) or liability (including any sum paid
    in settlement of a claim with the approval of the Company), and advanced
    amounts necessary to pay the foregoing at the earliest time and to the
    fullest extent permitted, arising out of any act or omission to act in
    connection with this Plan, except to the extent arising out of such
    officer's, member's or former member's own fraud or bad faith. Such
    indemnification shall be in addition to any rights of indemnification the
    officers, directors or members or former officers, directors or members may
    have under applicable law or under the Certificate of Incorporation or
    By-Laws of the Company or Subsidiary. Notwithstanding anything else herein,
    this indemnification will not apply to the actions or determinations made by
    an individual with regard to Awards granted to him or her under this Plan.
 
                                  ARTICLE IV.
 
                          SHARE AND OTHER LIMITATIONS
 
    4.1. SHARES.
 
        (a) GENERAL LIMITATION. The aggregate number of shares of Common Stock
    which may be issued or used for reference purposes under this Plan shall not
    exceed 1,500,000 shares (subject to any increase or decrease pursuant to
    Section 4.2) which may be either authorized and unissued Common Stock or
    Common Stock held in or acquired for the treasury of the Company. If any
    Option or Stock Appreciation Right granted under this Plan expires,
    terminates or is canceled for any reason without having been exercised in
    full, the number of shares of Common Stock underlying any unexercised Stock
    Appreciation Right or Option shall again be available for the purposes of
    Awards under this Plan. If a Tandem Stock Appreciation Right or a Limited
    Stock Appreciation Right granted in tandem with an Option is granted under
    this Plan, such grant shall only apply once against the maximum number of
    shares of Common Stock which may be issued under this Plan.
 
        (b) INDIVIDUAL PARTICIPANT LIMITATIONS. (i) The maximum number of shares
    of Common Stock subject to any Option or any Stock Appreciation Right which
    may be granted under this Plan during any fiscal year of the Company to each
    Eligible Employee shall be 200,000 shares per type of Award (subject to any
    increase or decrease pursuant to Section 4.2). If a Tandem Stock
    Appreciation Right or Limited Stock Appreciation Right is granted in tandem
    with an Option it shall apply against the Eligible Employee's individual
    share limitations for both Stock Appreciation Rights and Options. To the
    extent that shares of Common Stock for which Options or Stock Appreciation
    Rights are permitted to be granted to a Participant pursuant to Section
    4.1(b) during a fiscal year of the Company are not covered by a grant of an
    Option or a Stock Appreciation Right in the Company's fiscal year, such
    shares of Common Stock shall be available for grant or issuance to the
    Participant in any subsequent fiscal year during the term of the Plan.
 
    4.2. CHANGES.
 
        (a) The existence of this Plan and the Awards granted hereunder shall
    not affect in any way the right or power of the Board or the stockholders of
    the Company to make or authorize any adjustment, recapitalization,
    reorganization or other change in the Company's capital structure or its
    business, any merger or consolidation of the Company, or Subsidiaries, any
    issue of bonds, debentures, preferred or
 
                                       5
<PAGE>
    prior preference stock ahead of or affecting Common Stock, the authorization
    or issuance of additional shares of Common Stock, the dissolution or
    liquidation of the Company or Subsidiaries, any sale or transfer of all or
    part of its assets or business or any other corporate act or proceeding.
 
        (b) In the event of any change in the capital structure or business of
    the Company by reason of any stock dividend or extraordinary dividend, stock
    split or reverse stock split, recapitalization, reorganization, merger,
    consolidation, or exchange of shares, distribution with respect to its
    outstanding Common Stock or capital stock other than Common Stock,
    reclassification of its capital stock, any sale or transfer of all or part
    of the Company's assets or business, or any similar change affecting the
    Company's capital structure or business and the Committee determines an
    adjustment is appropriate under this Plan, then the aggregate number and
    kind of shares which thereafter may be issued under this Plan, the number
    and kind of shares or other property (including cash) to be issued upon
    exercise of an outstanding Option or other Awards granted under this Plan
    and the purchase or exercise price thereof shall be appropriately adjusted
    consistent with such change in such manner as the Committee may deem
    equitable to prevent substantial dilution or enlargement of the rights
    granted to, or available for, Participants under this Plan or as otherwise
    necessary to reflect the change, and any such adjustment determined by the
    Committee in good faith shall be binding and conclusive on the Company and
    all Participants and employees and their respective heirs, executors,
    administrators, successors and assigns.
 
        (c) Fractional shares of Common Stock resulting from any adjustment in
    Options or Awards pursuant to Section 4.2(a) or (b) shall be aggregated
    until, and eliminated at, the time of exercise by rounding-down for
    fractions less than one-half and rounding-up for fractions equal to or
    greater than one-half. No cash settlements shall be made with respect to
    fractional shares eliminated by rounding. Notice of any adjustment shall be
    given by the Committee to each Participant whose Option or Award has been
    adjusted and such adjustment (whether or not such notice is given) shall be
    effective and binding for all purposes of this Plan.
 
        (d) In the event of a merger or consolidation in which the Company is
    not the surviving entity or in the event of any transaction that results in
    the acquisition of all or substantially all of the Company's outstanding
    Common Stock by a single person or entity or by a group of persons and/or
    entities acting in concert, or in the event of the sale or transfer of all
    or substantially all of the Company's assets (all of the foregoing being
    referred to as "Acquisition Events"), then the Committee may, in its sole
    discretion, terminate all outstanding Options and Stock Appreciation Rights
    of Eligible Employees and Consultants, effective as of the date of the
    Acquisition Event, by delivering notice of termination to each such
    Participant at least 30 days prior to the date of consummation of the
    Acquisition Event; provided, that during the period from the date on which
    such notice of termination is delivered to the consummation of the
    Acquisition Event, each such Participant shall have the right to exercise in
    full all of his or her Options and Stock Appreciation Rights that are then
    outstanding (whether vested or not vested) but contingent on the occurrence
    of the Acquisition Event, and, provided that, if the Acquisition Event does
    not take place within a specified period after giving such notice for any
    reason whatsoever, the notice and exercise shall be null and void. If an
    Acquisition Event occurs, to the extent the Committee does not terminate the
    outstanding Options and Stock Appreciation Rights pursuant to this Section
    4.2(d), then the provisions of Section 4.2(b) shall apply.
 
    4.3. PURCHASE PRICE. Notwithstanding any provision of this Plan to the
contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration
which is less than as permitted under applicable law.
 
                                       6
<PAGE>
                                   ARTICLE V.
 
                                  ELIGIBILITY
 
    5.1. All employees and Consultants of the Company and its Subsidiaries are
eligible to be granted Options and Stock Appreciation Rights under this Plan.
Eligibility under this Plan shall be determined by the Committee.
 
                                  ARTICLE VI.
 
                              STOCK OPTION GRANTS
 
    6.1. OPTIONS. Each Stock Option granted hereunder shall be one of two types:
(i) an Incentive Stock Option intended to satisfy the requirements of Section
422 of the Code or (ii) a Non-Qualified Stock Option.
 
    6.2. GRANTS. The Committee shall have the authority to grant to any Eligible
Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or
both types of Stock Options (in each case with or without Stock Appreciation
Rights). To the extent that any Stock Option does not qualify as an Incentive
Stock Option (whether because of its provisions or the time or manner of its
exercise or otherwise), such Stock Option or the portion thereof which does not
so qualify, shall constitute a separate Non-Qualified Stock Option. The
Committee shall have the authority to grant to any Consultant one or more
Non-Qualified Stock Options (with or without Stock Appreciation Rights).
Notwithstanding any other provision of the Plan to the contrary or any provision
in an agreement evidencing the grant of an Option to the contrary, any Option
granted to a Consultant shall be a Non-Qualified Stock Option.
 
    6.3. TERMS OF OPTIONS. Options granted under this Plan shall be subject to
the following terms and conditions, and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable:
 
        (a) OPTION PRICE. The option price per share of Common Stock purchasable
    under an Incentive Stock Option shall be determined by the Committee at the
    time of grant but shall not be less than 100% of the Fair Market Value of a
    share of Common Stock at the time of grant; provided, however, that if an
    Incentive Stock Option is granted to a Ten Percent Stockholder, the purchase
    price shall be no less than 110% of the Fair Market Value of the Common
    Stock. The purchase price of shares of Common Stock subject to a
    Non-Qualified Stock Option shall be determined by the Committee but shall
    not be less than the 100% of the Fair Market Value of a share of Common
    Stock at the time of grant.
 
        (b) OPTION TERM. The term of each Stock Option shall be fixed by the
    Committee, but no Stock Option shall be exercisable more than 10 years after
    the date the Option is granted, provided, however, the term of an Incentive
    Stock Option granted to a Ten Percent Stockholder may not exceed five years.
 
        (c) EXERCISABILITY. Stock Options shall be exercisable at such time or
    times and subject to such terms and conditions as shall be determined by the
    Committee at the time of grant. If the Committee provides, in its
    discretion, that any Stock Option is exercisable subject to certain
    limitations (including, without limitation, that it is exercisable only in
    installments or within certain time periods), the Committee may waive such
    limitations on the exercisability at any time at or after the time of grant
    in whole or in part (including, without limitation, that the Committee may
    waive the installment exercise provisions or accelerate the time at which
    Options may be exercised), based on such factors, if any, as the Committee
    shall determine, in its sole discretion.
 
                                       7
<PAGE>
        (d) METHOD OF EXERCISE. Subject to whatever installment exercise and
    waiting period provisions apply under Section 6.3(c), Stock Options may be
    exercised in whole or in part at any time during the Option term, by giving
    written notice of exercise to the Company specifying the number of shares to
    be purchased. Such notice shall be accompanied by payment in full of the
    exercise price in such form, or such other arrangement for the satisfaction
    of the exercise price, as the Committee may accept. If and to the extent
    determined by the Committee in its sole discretion at or after grant,
    payment in full or in part may also be made in the form of Common Stock
    owned by the Participant for at least 6 months (and for which the
    Participant has good title free and clear of any liens and encumbrances and
    has represented that he has owned the shares of Common Stock for at least 6
    months) based on the Fair Market Value of the Common Stock on the payment
    date, or, if the Common Stock is traded on a national securities exchange,
    through the delivery of irrevocable instructions to a broker to deliver
    promptly to the Company an amount equal to the purchase price. No shares of
    Common Stock shall be issued until payment therefor, as provided herein, has
    been made or provided for.
 
        (e) INCENTIVE STOCK OPTION LIMITATIONS. To the extent that the aggregate
    Fair Market Value (determined as of the time of grant) of the Common Stock
    with respect to which Incentive Stock Options are exercisable for the first
    time by an Eligible Employee during any calendar year under this Plan and/or
    any other stock option plan of the Company or any Subsidiary or parent
    corporation (within the meaning of Section 424(e) of the Code) exceeds
    $100,000, such Options shall be treated as Options which are not Incentive
    Stock Options.
 
        Should the foregoing provision not be necessary in order for the Stock
    Options to qualify as Incentive Stock Options, or should any additional
    provisions be required, the Committee may amend this Plan accordingly,
    without the necessity of obtaining the approval of the stockholders of the
    Company.
 
        (f) FORM, MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the
    terms and conditions and within the limitations of this Plan, an Option
    shall be evidenced by such form of agreement or grant as is approved by the
    Committee, and the Committee may modify, extend or renew outstanding Options
    granted under this Plan (provided that the rights of a Participant are not
    reduced without his consent), or accept the surrender of outstanding Options
    (up to the extent not theretofore exercised) and authorize the granting of
    new Options in substitution therefor (to the extent not theretofore
    exercised).
 
        (g) OTHER TERMS AND CONDITIONS. Options may contain such other
    provisions, which shall not be inconsistent with any of the foregoing terms
    of the Plan, as the Committee shall deem appropriate.
 
                                  ARTICLE VII.
 
                           STOCK APPRECIATION RIGHTS
 
    7.1. TANDEM STOCK APPRECIATION RIGHTS. A Tandem Stock Appreciation Right may
be granted in conjunction with all or part of any Stock Option (a "Reference
Stock Option") granted under this Plan. In the case of a Tandem Stock
Appreciation Right which is granted in conjunction with a Non-Qualified Stock
Option, such rights may be granted either at or after the time of the grant of
such Reference Stock Option. In the case of a Tandem Stock Appreciation Right
which is granted in conjunction with an Incentive Stock Option, such rights may
be granted only at the time of the grant of such Reference Stock Option.
Consultants shall not be eligible for a grant of Tandem Stock Appreciation
Rights granted in conjunction with all or part of an Incentive Stock Option.
 
    7.2. TERMS AND CONDITIONS OF TANDEM STOCK APPRECIATION RIGHTS. Tandem Stock
Appreciation Rights shall be subject to such terms and conditions, not
inconsistent with the provisions of this Plan, as shall be determined from time
to time by the Committee, including Article VIII and the following:
 
                                       8
<PAGE>
        (a) TERM. A Tandem Stock Appreciation Right or applicable portion
    thereof granted with respect to a Reference Stock Option shall terminate and
    no longer be exercisable upon the termination or exercise of the Reference
    Stock Option, except that, unless otherwise determined by the Committee, in
    its sole discretion, at the time of grant, a Tandem Stock Appreciation Right
    granted with respect to less than the full number of shares covered by the
    Reference Stock Option shall not be reduced until and then only to the
    extent the exercise or termination of the Reference Stock Option causes the
    number of shares covered by the Tandem Stock Appreciation Right to exceed
    the number of shares remaining available and unexercised under the Reference
    Stock Option.
 
        (b) EXERCISABILITY. Tandem Stock Appreciation Rights shall be
    exercisable only at such time or times and to the extent that the Reference
    Stock Options to which they relate shall be exercisable in accordance with
    the provisions of Article VI and this Article VII.
 
        (c) METHOD OF EXERCISE. A Tandem Stock Appreciation Right may be
    exercised by an optionee by surrendering the applicable portion of the
    Reference Stock Option. Upon such exercise and surrender, the Participant
    shall be entitled to receive an amount determined in the manner prescribed
    in this Section 7.2 and the Reference 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 Article IV of the
    Plan on the number of shares of Common Stock to be issued under the Plan.
    The Stock Options which have been so surrendered, in whole or in part, shall
    no longer be exercisable to the extent the related Tandem Stock Appreciation
    Rights have been exercised.
 
        (d) PAYMENT. Upon the exercise of a Tandem Stock Appreciation Right a
    Participant shall be entitled to receive an amount in cash and/or Common
    Stock (as chosen by the Committee in its sole discretion) equal in value to
    the excess of the Fair Market Value of one share of Common Stock over the
    option price per share specified in the Reference Stock Option multiplied by
    the number of shares in respect of which the Tandem Stock Appreciation Right
    shall have been exercised, with the Committee having the right to determine
    the form of payment.
 
    7.3. NON-TANDEM STOCK APPRECIATION RIGHTS. Non-Tandem Stock Appreciation
Rights may also be granted without reference to any Stock Options granted under
this Plan.
 
    7.4. TERMS AND CONDITIONS OF NON-TANDEM STOCK APPRECIATION RIGHTS.
Non-Tandem Stock Appreciation Rights shall be subject to such terms and
conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, including Article VIII and the
following:
 
        (a) TERM. The term of each Non-Tandem Stock Appreciation Right shall be
    fixed by the Committee, but shall not be greater than 10 years after the
    date the right is granted.
 
        (b) EXERCISABILITY. Non-Tandem Stock Appreciation Rights shall be
    exercisable at such time or times and subject to such terms and conditions
    as shall be determined by the Committee at grant. If the Committee provides,
    in its discretion, that any such right is exercisable subject to certain
    limitations (including, without limitation, that it is exercisable only in
    installments or within certain time periods), the Committee may waive such
    limitation on the exercisability at any time at or after grant in whole or
    in part (including, without limitation, that the Committee may waive the
    installment exercise provisions or accelerate the time at which rights may
    be exercised), based on such factors, if any, as the Committee shall
    determine, in its sole discretion.
 
        (c) METHOD OF EXERCISE. Subject to whatever installment exercise and
    waiting period provisions apply under subsection (b) above, Non-Tandem Stock
    Appreciation Rights may be exercised in whole or in part at any time during
    the option term, by giving written notice of exercise to the Company
    specifying the number of Non-Tandem Stock Appreciation Rights to be
    exercised.
 
        (d) PAYMENT. Upon the exercise of a Non-Tandem Stock Appreciation Right
    a Participant shall be entitled to receive, for each right exercised an
    amount in cash and/or Common Stock (as chosen by
 
                                       9
<PAGE>
    the Committee in its sole discretion) equal in value to the excess of the
    Fair Market Value of one share of Common Stock on the date the right is
    exercised over the Fair Market Value of one share of Common Stock on the
    date the right was awarded to the Participant.
 
    7.5. LIMITED STOCK APPRECIATION RIGHTS. The Committee may, in its sole
discretion, grant Limited Stock Appreciation Rights. Limited Stock Appreciation
Rights may be exercised only upon the occurrence of a change in control (as
defined by the Committee) or such other event as the Committee may, in its sole
discretion, designate at the time of grant or thereafter. Upon the exercise of
Limited Stock Appreciation Rights, except as otherwise provided in an Award
agreement, the Participant shall receive in cash or Common Stock, as determined
by the Committee, an amount equal to the amount (1) set forth in Section 7.2(d)
with respect to Tandem Stock Appreciation Rights or (2) set forth in Section
7.4(d) with respect to Non-Tandem Stock Appreciation Rights.
 
                                 ARTICLE VIII.
 
                     NON-TRANSFERABILITY AND TERMINATION OF
                       EMPLOYMENT/CONSULTANCY PROVISIONS
 
    8.1. No Stock Option or Stock Appreciation Right shall be Transferred by the
Participant otherwise than by will or by the laws of descent and distribution.
All Stock Options and all Stock Appreciation Rights shall be exercisable, during
the Participant's lifetime, only by the Participant. Tandem Stock Appreciation
Rights may be Transferred, to the extent permitted above, only with the
underlying Stock Option. No Award shall, except as otherwise specifically
provided by law or herein, be Transferred in any manner, and any attempt to
Transfer any such Award shall be void, and no such Award shall in any manner be
used for the payment of, subject to, or otherwise encumbered by or hypothecated
for the debts, contracts, liabilities, engagements or torts of any person who
shall be entitled to such Award, nor shall it be subject to attachment or legal
process for or against such person. Notwithstanding the foregoing, the Committee
may determine at the time of grant or thereafter, that a Stock Option that is
otherwise not transferable pursuant to this Article VIII is transferable in
whole or part and in such circumstances, and under such conditions, as specified
by the Committee.
 
    8.2. TERMINATION OF EMPLOYMENT OR TERMINATION OF CONSULTANCY. Subject to the
applicable provisions of the Award agreement and this Plan, upon a Participant's
Termination of Employment or Termination of Consultancy for any reason during
any period of restriction as may be applicable for a given Award, the Award in
question will vest or be forfeited and shall be exercisable in accordance with
the terms and conditions established by the Committee at grant or thereafter,
provided, however that in the event a Participant has entered into an individual
employment agreement or individual consultancy agreement with the Company or
Subsidiary, to the extent that an Award conflicts, or is inconsistent, with the
terms, conditions and provisions of such individual employment agreement or
individual consultancy agreement, such individual employment agreement or
individual consultancy agreement shall control, and the Award shall be deemed to
be modified accordingly. Notwithstanding the foregoing, unless otherwise
determined by the Committee at grant or individual employment agreement or
individual consultancy agreement, if applicable, or, if no rights of the
Participant are reduced, thereafter, if a Participant's Termination of
Employment or Termination of Consultancy is for Cause for any reason, any Stock
Option or Stock Appreciation Right held by such Participant shall thereupon
terminate and expire as of the date of termination.
 
                                       10
<PAGE>
                                  ARTICLE IX.
 
                      TERMINATION OR AMENDMENT OF THE PLAN
 
    9.1. TERMINATION OR AMENDMENT. Notwithstanding any other provision of this
Plan, the Board or the Committee may at any time, and from time to time, amend,
in whole or in part, any or all of the provisions of the Plan (including any
amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in this Article IX), or suspend or terminate
it entirely, retroactively or otherwise; provided, however, that, unless
otherwise required by law or specifically provided herein, the rights of a
Participant with respect to Awards granted prior to such amendment, suspension
or termination, may not be impaired without the consent of such Participant and,
provided further, without the approval of the stockholders of the Company in
accordance with the laws of the State of Delaware, to the extent required by the
applicable provisions of Rule 16b-3 or Section 162(m) of the Code, or with
respect to Incentive Stock Options, Section 422 of the Code, no amendment may be
made which would (i) increase the aggregate number of shares of Common Stock
that may be issued under this Plan; (ii) increase the maximum individual
Participant limitations for a fiscal year under Section 4.1(b); (iii) change the
classification of employees and Consultants eligible to receive Awards under
this Plan; (iv) decrease the minimum option price of any Stock Option; or (v)
extend the maximum option term under Section 6.3(b). In no event may this Plan
be amended without the approval of the stockholders of the Company in accordance
with the applicable laws of the State of Delaware to increase the aggregate
number of shares of Common Stock that may be issued under the Plan (subject to
Section 4.2), decrease the minimum option price of any Stock Option, or to make
any other amendment that would require stockholder approval under the rules of
any exchange or system on which the Company's securities are listed or traded at
the request of the Company.
 
    The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Article IV or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any Participant without the Participant's consent.
 
                                   ARTICLE X.
 
                                 UNFUNDED PLAN
 
    10.1. UNFUNDED STATUS OF PLAN. This Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments as to which a Participant has a fixed and vested interest but which are
not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general
creditor of the Company.
 
                                  ARTICLE XI.
 
                               GENERAL PROVISIONS
 
    11.1. LEGEND. The Committee may require each person receiving shares
pursuant to an Award under the Plan to represent to and agree with the Company
in writing that the Participant is acquiring the shares without a view to
distribution thereof. In addition to any legend required by this Plan, the
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on Transfer.
 
    All certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations
 
                                       11
<PAGE>
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed or any national securities
association system upon whose system the Common Stock is then quoted, any
applicable Federal or state securities law, and any applicable corporate law,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
 
    11.2. OTHER PLANS. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.
 
    11.3. NO RIGHT TO EMPLOYMENT/CONSULTANCY. Neither this Plan nor the grant of
any Award hereunder shall give any Participant or other employee or Consultant
any right with respect to continuance of employment or consultancy by the
Company or any subsidiary, nor shall they be a limitation in any way on the
right of the Company or any subsidiary by which an employee is employed or
consultant retained to terminate his employment or consultancy, as applicable,
at any time.
 
    11.4. WITHHOLDING OF TAXES. The Company shall have the right to deduct from
any payment to be made to a Participant, or to otherwise require, prior to the
issuance or delivery of any shares of Common Stock or the payment of any cash
hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.
 
    The Committee shall permit any such withholding obligation with regard to
any Eligible Employee or Consultant to be satisfied by reducing the number of
shares of Common Stock otherwise deliverable or by delivering shares of Common
Stock already owned. Any fraction of a share of Common Stock required to satisfy
such tax obligations shall be disregarded and the amount due shall be paid
instead in cash by the Participant.
 
    11.5. LISTING AND OTHER CONDITIONS.
 
        (a) As long as the Common Stock is listed on a national securities
    exchange or system sponsored by a national securities association, the issue
    of any shares of Common Stock pursuant to an Award shall be conditioned upon
    such shares being listed on such exchange or system. Notwithstanding the
    foregoing, the grant of an Award hereunder is not intended to be conditional
    and the Company shall have no obligation to issue such shares unless and
    until such shares are so listed; provided, however, that any delay in the
    issuance of such shares shall be based solely on a reasonable business
    decision and the right to exercise any Option with respect to such shares
    shall be suspended until such listing has been effected.
 
        (b) If at any time counsel to the Company shall be of the opinion that
    any sale or delivery of shares of Common Stock pursuant to an Award is or
    may in the circumstances be unlawful or result in the imposition of excise
    taxes on the Company under the statutes, rules or regulations of any
    applicable jurisdiction, the Company shall have no obligation to make such
    sale or delivery, or to make any application or to effect or to maintain any
    qualification or registration under the Securities Act of 1933, as amended,
    or otherwise with respect to shares of Common Stock or Awards, and the right
    to exercise any Option shall be suspended until, in the opinion of said
    counsel, such sale or delivery shall be lawful or will not result in the
    imposition of excise taxes on the Company.
 
        (c) Upon termination of any period of suspension under this Section
    11.5, any Award affected by such suspension which shall not then have
    expired or terminated shall be reinstated as to all shares available before
    such suspension and as to shares which would otherwise have become available
    during the period of such suspension, but no such suspension shall extend
    the term of any Option.
 
    11.6. GOVERNING LAW. This Plan shall be governed and construed in accordance
with the laws of the State of Delaware (regardless of the law that might
otherwise govern under applicable Delaware principles of conflict of laws).
 
                                       12
<PAGE>
    11.7. CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply. To the
extent applicable, this Plan shall be limited, construed and interpreted in a
manner so as to comply with Section 162(m) of the Code and the applicable
requirements of Rule 16b-3; however, noncompliance with Section 162(m) of the
Code and Rule 16b-3 shall have no impact on the effectiveness of an Award under
the Plan.
 
    11.8. OTHER BENEFITS. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.
 
    11.9. COSTS. The Company shall bear all expenses included in administering
this Plan, including expenses of issuing Common Stock pursuant to any Awards
hereunder.
 
    11.10. NO RIGHT TO SAME BENEFITS. The provisions of Awards need not be the
same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.
 
    11.11. DEATH/DISABILITY. The Committee may in its discretion require the
transferee of a Participant's Award to supply the Company with written notice of
the Participant's death or Disability and to supply the Company with a copy of
the will (in the case of the Participant's death) or such other evidence as the
Committee deems necessary to establish the validity of the Transfer of an Award.
The Committee may also require that the transferee agree in writing to be bound
by all of the terms and conditions of this Plan.
 
    11.12. SECTION 16(B) OF THE EXCHANGE ACT. All elections and transactions
under the Plan by persons subject to Section 16 of the Exchange Act involving
shares of Common Stock are intended to comply with any applicable exemptive
condition under Rule 16b-3. The Committee may establish and adopt written
administrative guidelines, designed to facilitate compliance with Section 16(b)
of the Exchange Act, as it may deem necessary or proper for the administration
and operation of this Plan thereunder.
 
    11.13. SEVERABILITY OF PROVISIONS. If any provision of this Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.
 
    11.14. HEADINGS AND CAPTIONS. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of this Plan,
and shall not be employed in the construction of the Plan.
 
                                  ARTICLE XII.
 
                             EFFECTIVE DATE OF PLAN
 
    The Plan is an amendment and restatement of The Alpine Group, Inc. 1997
Interim Stock Option Plan which was originally effective on the Effective Date.
The Plan, as amended and restated, is conditioned upon the approval of the Plan
by the stockholders in accordance with the requirements of the laws of the State
of Delaware and is effective upon the approval by the stockholders of the
Company.
 
                                       13
<PAGE>
                                 ARTICLE XIII.
 
                                  TERM OF PLAN
 
    No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the earlier of the Effective Date or the date of stockholder
approval, but Awards granted prior to such tenth anniversary may extend beyond
that date.
 
                                  ARTICLE XIV.
 
                                  NAME OF PLAN
 
    This Plan shall be known as The Alpine Group, Inc. 1997 Stock Option Plan.
 
                                       14