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                             THE ALPINE GROUP, INC.
 
                         1997 INTERIM STOCK OPTION PLAN
 
    SECTION 1.  PURPOSE. The purpose of The Alpine Group, Inc. 1997 Interim
Stock Option Plan effective April 9, 1997 (hereinafter referred to as the
"Plan"), is to provide a special incentive to selected key employees and
directors of The Alpine Group, Inc. (hereinafter referred to as the "Company")
and its subsidiaries to promote the Company's business. It is intended that this
purpose will be effected through the granting of stock options which will allow
participating employees and directors to share in the success of the Company's
business.
 
    SECTION 2.  AWARDS UNDER THE PLAN. Awards under the Plan shall be in the
form of "stock options" to purchase common stock, $.10 par value per share, of
the Company (the "Common Stock") in accordance with the terms of the instrument
evidencing such option.
 
    SECTION 3.  ADMINISTRATION. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (hereinafter
referred to as the "Committee"), each member of which shall be a "non-employee
director" with the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The Committee shall consist
of not less than two members. To the extent not otherwise inconsistent with the
Plan, the Committee shall have the authority and discretion to (a) determine the
employees or directors to be granted stock options; (b) determine whether stock
options granted to any employees shall be incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or other stock options or both (provided, however, that to the extent
that the aggregate fair market value of the Common Stock (determined on the date
of grant) underlying incentive stock options which are first exercisable by any
employee during any calendar year exceeds $100,000, the portion of such
incentive stock options (determined by accounting for incentive stock options in
the order in which they were granted and options granted on the same date pro
rata) relating to such excess Common Stock shall be treated as options which are
not incentive stock options); (c) determine the number of shares of Common Stock
to be subject to each stock option; (d) determine the option price of the shares
of Common Stock subject to each stock option and the method of payment for such
price; (e) prescribe the form or forms of the instruments evidencing any stock
options granted under the Plan and of any other instruments required under the
Plan and to change such forms from time to time; (f) adopt, amend and rescind
rules and regulations for the administration of the Plan; and (g) decide all
questions and settle all controversies and disputes which may arise in
connection with the Plan. All decisions, determinations, and interpretations of
the Committee shall be binding on all parties concerned.
 
    SECTION 4.  PARTICIPANTS. The participants in the Plan shall be such common
law employees and directors of the Company and/or its subsidiaries as may be
selected by the Committee in its sole discretion. The receipt by a participant
of a stock option at any one time shall not confer upon such participant the
right to receive a future grant of stock options.
 
    SECTION 5.  STOCK TO BE DELIVERED. Subject to the provisions of Section 12
hereof, the number of shares of Common Stock which may be delivered pursuant to
the Plan shall not exceed 536,900. Common Stock to be delivered pursuant to the
exercise of stock options issued under the Plan may constitute an original issue
of authorized Common Stock or may consist of previously issued Common Stock
acquired by the Company, as shall be determined by the Board of Directors of the
Company. The Board of Directors and the proper officers of the Company shall
take the appropriate action required for such delivery.
 
    SECTION 6.  LIMITATIONS. No stock option shall be granted under the Plan on
or after the tenth anniversary of the date of adoption of the Plan. Subject to
adjustment as provided in Section 12 of the Plan, the number of shares of Common
Stock which may be delivered under the Plan shall not exceed 536,900 in the
aggregate. To the extent that any stock option granted under the Plan shall
expire or terminate unexercised, or for any reason become unexercisable, as to
any shares of Common Stock subject
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thereto, such shares as relate to such stock option shall thereafter be
available for further grants under the Plan, within the limit specified above,
and to the extent permitted under Rule 16b-3.
 
    SECTION 7.  TERMS AND CONDITIONS. All stock options granted under the Plan
shall be subject to the following terms and conditions (except as provided in
Section 12 below) and to such other terms and conditions as the Committee shall
determine are appropriate to accomplish the purposes of the Plan:
 
        (a)  OPTION PRICE. The option price under each stock option shall be
    determined by the Committee, provided, however, that stock options intended
    to be incentive stock options shall have an option price of not less than
    100% of the fair market value per share of Common Stock at the time the
    option is granted. With respect to participants who own stock representing
    more than 10% of the total combined voting power of all classes of the
    Company's (or any subsidiary's) capital stock, within the meaning of Section
    422 of the Code, the option price for incentive stock options shall not be
    less than 110% of the fair market value per share of Common Stock at the
    time the incentive stock option is granted.
 
        (b)  TERM OF STOCK OPTIONS. Except with respect to stock options granted
    to a participant who owns stock representing more than 10% of the total
    combined voting power of all classes of the Company's (or any subsidiary's)
    capital stock, within the meaning of Section 422 of the Code, the term of an
    incentive stock option shall be no longer than ten years from the date of
    grant. With respect to participants who own stock representing more than 10%
    of the total combined voting power of all classes of the Company's (or any
    subsidiary's) capital stock, within the meaning of Section 422 of the Code,
    the term of an incentive stock option shall be no longer than five years
    from the date of grant.
 
        (c)  EXERCISE OF STOCK OPTIONS.
 
        (i)  With respect to each grant, stock options awarded thereunder shall
    become exercisable at such time and in such amounts as the Committee may
    decide, subject to the limitations set forth under Section 7(b) hereof. The
    Committee may at any time accelerate the exercisability of all or any part
    of a stock option.
 
           (ii)  Stock options intended to be incentive stock options, as
       defined in the Code, shall contain and be subject to such provisions
       relating to exercise and other matters as are required of incentive stock
       options under the applicable provisions of the Code and Treasury
       Regulations promulgated thereunder, as from time to time in effect.
 
           (iii)  Stock options may be exercised by delivering to the Committee
       payment in respect thereof plus such other documentation as the Committee
       shall require. Payment may be made in the form of cash, Common Stock or
       such other consideration as shall be determined by the Committee.
 
    SECTION 8.  OBLIGATIONS WITH RESPECT TO DELIVERY OF COMMON STOCK. The
Company shall not be obligated to deliver any shares of Common Stock or cash
unless and until, in the opinion of the Company's counsel, all applicable
federal and state laws and regulations have been complied with, or in the event
the outstanding Common Stock is at the time listed upon any stock exchange,
unless and until the shares of Common Stock to be delivered have been listed or
authorized to be added to the list upon official notice of issuance to such
exchange, or unless or until all other legal matters in connection with the
issuance and delivery of shares of Common Stock or cash have been approved by
the Company's counsel. Without limiting the generality of the foregoing, the
Company may require from the participant before issuing shares of Common Stock
upon exercise, such investment representations or such agreements, if any, as
counsel for the Company may consider necessary in order to comply with federal
and state securities laws.
 
    SECTION 9.  CHANGE IN CONTROL. Notwithstanding any other provision of this
Plan, in the event of a Change in Control, as hereinafter defined, all of the
outstanding stock options held by a participant which
 
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are not yet exercisable shall become immediately exercisable and all the rights
and benefits relating to such options may be exercised and shall become fixed
and not subject to change or revocation by the Company.
 
    (a)  For purposes of this Section 9, a Change in Control shall be deemed to
have occurred upon the happening of either of the following events: (i) any
person within the meaning of Section 13(d) and 14(d) of the 1934 Act, other than
the Company or any officer or director of the Company, becomes the beneficial
owner, within the meaning of Rule 13d-3 under the 1934 Act, of 20% or more of
the combined voting securities of the Company or (ii) a change of 20% or more in
the composition of the Board of Directors of the Company occurs without the
approval of the majority of the Board of Directors as it exists at the time
immediately preceding such change in composition.
 
    SECTION 10.  NONTRANSFERABILITY OF STOCK OPTIONS. No stock option may be
transferred by participant other than by will or by the laws of descent and
distribution or pursuant to a domestic relations order, and during the lifetime
of the participant a stock option may be exercised by no person other than the
participant. The designation of a beneficiary by a participant does not
constitute a transfer.
 
    SECTION 11.  TERMINATION OF EMPLOYMENT. If a participant terminates
employment with the Company or its subsidiaries, outstanding stock options held
by the participant may be exercised in accordance with such provisions as are
established by the Committee at or subsequent to the time of grant.
 
    In no event may any stock option be exercised after the expiration of the
term of such stock option.
 
    SECTION 12.  CHANGES IN STOCK. In the event of a stock dividend, split-up or
combination of shares of Common Stock, recapitalization or merger in which the
Company is the surviving corporation, or other similar capital change, the
number and kind of shares of Common Stock or securities of the Company to be
subject to the Plan to stock options then outstanding or to be granted
thereunder, the maximum number of shares of Common Stock or securities which may
be issued or sold under the Plan, the option price and any other relevant
provisions shall be appropriately adjusted by the Board of Directors of the
Company, whose determination shall be binding on all persons including the
Company and the participants. In the event of a consolidation or a merger in
which the Company is not the surviving corporation, or in the event of complete
liquidation of the Company, all outstanding stock options shall terminate only
if prior to the effective date of any such consolidation or merger, the Board of
Directors of the Company shall either (a) modify all outstanding options such
that they shall become immediately exercisable, or (b) (i) arrange with the
surviving corporation to grant replacement stock options to the participants,
and (ii) any replacement incentive stock option shall not constitute a
modification, within the meaning of Section 424 of the Code, of a terminated
incentive stock option.
 
    SECTION 13.  EMPLOYMENT RIGHTS. The adoption of the Plan shall not confer
upon any employee of the Company (or any subsidiary) any right to continued
employment with the Company (or any subsidiary), nor shall it interfere in any
way with the right of the Company (or any subsidiary) to terminate the
employment of its (their) employees at any time.
 
    SECTION 14.  AUTHORITY OF THE BOARD OF DIRECTORS. The Board of Directors of
the Company may at any time amend the Plan or modify any outstanding stock
options for the purposes of satisfying the requirements of any changes in
applicable laws or regulations or for any other purpose which may at the time be
permitted by law.
 
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