<PAGE>   1


                                                                   EXHIBIT 10.26

                                   EXHIBIT A

THE SECURITIES OFFERED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE, AND ANY SALE OF SUCH SECURITIES IS SUBJECT TO COMPLIANCE WITH, OR THE
AVAILABILITY OF EXEMPTIONS FROM COMPLIANCE WITH, THE REGISTRATION AND
QUALIFICATION REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.  THIS INSTRUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE
MADE.  TRANSFER OF THIS INSTRUMENT AND THE SECURITIES OFFERED HEREBY IS
RESTRICTED AS PROVIDED IN SECTIONS 7, 8 AND 9 BELOW.

                             STOCK OPTION AGREEMENT

       THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into,
effective as of January 5, 1997 (the "Grant Date"), by MULTIPLE ZONES
INTERNATIONAL, INC., a Washington corporation (the "Company"), and JOHN E.
DEFEO (the "Holder").

                                R E C I T A L S

       A.     The Company has agreed to enter into an Employment Agreement with
Holder, dated January 5, 1997 (the "Employment Agreement"), which provides for
the grant of certain stock purchase options to Holder on the terms and
conditions set forth herein.

       B.     The execution of this Stock Option Agreement is an inducement
essential to Holder's entering into the Employment Agreement.

       NOW, THEREFORE, the Company and the Holder covenant and agree as
follows:

       1.     GRANT OF OPTION; EXERCISABILITY CONDITIONS.

              (a)   Subject to the terms set forth below, the Company hereby
grants to the Holder a stock option (the "Option") to acquire from the Company
Six Hundred Forty-Three Thousand Four Hundred Seventy-Six (643,476) shares of
the Common Stock of the Company, no par value (the "Common Stock") (which is
equal to 5% of the number of shares of Common Stock outstanding on the Grant
Date), at the price of Ten Dollars and Fifty Cents ($10.50) per share (the
"Option Price").  To the maximum extent permitted under applicable laws and
regulations, it is intended that this Option be an "incentive stock option," as
that term is defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that this Agreement constitute a "plan" thereunder.

              (b)   The Option shall be exercisable by Holder only to the
extent that both of the following conditions are satisfied:  (i) the grant of
the Option shall have been formally approved by the Company's shareholders; and
(ii) the shares being purchased upon exercise shall have vested in accordance
with Section 2 below.  The Company hereby agrees to include the approval of the
Option on the formal agenda for its next annual meeting of shareholders, and to
exercise its best efforts to obtain shareholder approval thereof at such
meeting.  Holder has received irrevocable proxies from holders of a majority of
the Common Equity conveying to him the right to vote their shares in favor of a
resolution to approve the granting of this Option.





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       2.     VESTING.  Subject to earlier termination under the terms and
conditions set forth in this Agreement, and subject to accelerated vesting
under the circumstances described in Section 2(b) below, the Option shall vest
and become exercisable as follows: (i) twenty percent (20%) of the shares
initially subject hereto shall vest and become exercisable on the Grant Date;
(ii) an additional twenty percent (20%) of the shares initially subject hereto
shall vest and become exercisable on the second anniversary of the Grant Date;
(iii) an additional twenty percent (20%) of the shares initially subject hereto
shall vest and become exercisable when the Current Market Price (as defined
below) of the Company's Common Stock first equals or exceeds (x) Twenty-Five
Dollars ($25.00), if such occurs during 1997, or (y) Thirty Dollars ($30.00),
if such occurs after 1997; (iv) an additional twenty percent (20%) of the
shares initially subject hereto shall vest and become exercisable when the
Current Market Price of the Company's Common Stock first equals or exceeds
Sixty-Five Dollars ($65.00); and (v) an additional twenty percent (20%) of the
shares initially subject hereto shall vest and become exercisable when the
Current Market Price of the Company's Common Stock first equals or exceeds One
Hundred Dollars ($100.00); PROVIDED, that shares subject to vesting pursuant to
clauses (iii), (iv) and (v) above shall vest in any event on December 31, 2001,
irrespective of whether or not the conditions specified in any of such clauses
have been met, unless this Option shall have terminated earlier pursuant to the
terms and conditions set forth in this Agreement.  In each instance described
in clauses (i) through (v) above, the number of shares vesting shall be rounded
down to the nearest whole number if such percentage is not a whole number, and
fractional shares eliminated by such rounding shall be added to the last such
clause to vest.  If the Holder's employment arrangement with the Company
terminates for any reason, including death or Disability, the Option will not
vest further following such termination (it being understood that vesting may
occur as a result of certain events at the time of such a termination as
described in Section 2(b) below).  The Board may, at any time before complete
termination of the Option, elect to accelerate the time or times at which such
Option may be exercised, in whole or in part.

       (a)  CURRENT MARKET PRICE  As used in this Agreement, the term "Current
Market Price" shall mean the average, over all trading days within the
three-month period ending on the day preceding the day as of which the
determination is made, of the last sales price (or, if no last sales price is
reported, the average of the high bid and low asked prices) for a share of
Common Stock on each such trading day, as reported by the principal exchange on
which the Common Stock is listed, or, if the Common Stock is publicly traded
but not listed on an exchange, as reported by The Nasdaq Stock Market, or, if
such prices or quotations are not reported by The Nasdaq Stock Market, as
reported by any other available source of prices or quotations selected in good
faith by the Company's Board of Directors (the "Board").  The dollar amounts
specified in clauses (iii), (iv) and (v) above shall be subject to equitable
adjustment to reflect the effects of any stock dividends, stock splits, reverse
splits or combinations, or other recapitalizations or reclassifications or
other similar actions affecting the Company's outstanding shares of Common
Stock.

       (b)  ACCELERATED VESTING  Irrespective of the provisions affecting
vesting and exercisability of this Option as set forth in the first paragraph
of this Section 2 (but still subject to the requirement of Section 1(b)(i)
above), the shares subject hereto shall be subject to accelerated vesting and
exercisability in the following circumstances:

              (i)   Death or Disability.  Upon the death or Disability of the
       Holder, this Option shall become fully vested and exercisable for all of
       the shares subject hereto.




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              (ii)  Control Purchase.  Effective upon a Control Purchase, if
       the Holder is in the employ of the Company at that time, this Option
       shall become fully vested and exercisable for all of the shares subject
       hereto.

              (iii) Approved Transaction.  The following provisions shall apply
       if an Approved Transaction occurs:

                    (A)  The Company shall provide the Holder with notice of
       the pendency of the approved Transaction at least fifteen (15) days
       prior to the expected date of consummation thereof (the date on which
       the Approved Transaction is consummated being referred to as the
       "Transaction Date").

                    (B)  Effective immediately prior to the Transaction Date,
       if at that time the Holder is in the employ of the Company, this Option
       shall become fully vested and exercisable for all shares subject hereto.

       Following notice of the Approved Transaction, any exercise of this
       Option may be contingent upon consummation of the Approved Transaction
       if so elected by the Holder in the notice of exercise, and shall be
       contingent upon such consummation with respect to any portion of this
       Option that will only become vested and exercisable immediately prior to
       such consummation.

                    (C)  Upon consummation of the Approved Transaction, this
       Option shall terminate.

                    (D)  Section 2(b)(iii)(B) and Section 2(b)(iii)(C) shall
       not apply if the Board determines, in its sole discretion, that the
       Company or another party to the Approved Transaction has made equitable
       and appropriate provision for continuation of this Option, or for
       replacement of this Option with a new award on terms which are, as
       nearly as practicable, the financial equivalent of this Option (taking
       into account the consideration that holders of Common Stock will receive
       in the Approved Transaction).  An equitable and appropriate replacement
       of this Option shall include, but not be limited to, the making of a
       cash payment to the Holder, in cancellation of this Option, of such
       amount as the Board determines, in its sole discretion, represents the
       value that this Option would then have if it were fully vested and
       exercisable and free of restrictions.

              (iv)  Termination After Certain Approved Transactions.  If, in
       connection with an Approved Transaction in which the Company or another
       party to the Approved Transaction makes equitable and appropriate
       provision, in the manner contemplated by Section 2(b)(iii)(D), for
       continuation of this Option, or for replacement of this Option with one
       or more new options (each Option so continued or replaced being refereed
       to as a "Continuing Option"), then, if the Company terminates the
       employment of the Holder of a Continuing Option without Cause within a
       period of eighteen (18) months following the Transaction Date, or if the
       Holder voluntarily terminates his employment with the Company for Good
       Reason during such period, then (A) all Continuing Options held by the
       Holder shall become fully vested and exercisable for all of the shares
       subject thereto; (B) all restrictions under this Agreement with respect
       to Common Stock issued pursuant to the exercise of any such Continuing
       Option (other than restrictions on transfer under federal and applicable
       state securities laws), including but not limited to contractual
       restrictions on transfer, rights of repurchase or first refusal in favor
       of the Company and restrictions on certificates for the Common Stock
       (other than restrictions on certificates designed to promote compliance
       with federal and applicable state securities laws), shall automatically
       terminate; and (C) each such Continuing Option shall remain exercisable
       until a period of eighteen (18) months has





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<PAGE>   4
       elapsed following the Transaction Date or until the date on which the
       Continuing Option would have expired if the employment of the Holder had
       not terminated, whichever occurs first.  For purposes of this Section
       2(b)(iv), the term "Company" shall include another party to the Approved
       Transaction.

              (v)  Certain Definitions.  As used in this Agreement, the
       following terms have the following meanings:

                    (A)  "Approved Transaction" means any of the following
       transactions consummated with the approval, recommendation or
       authorization of the Board:

                                        (I)  any merger, consolidation,
       statutory or contractual share exchange, or other transaction to which
       the Company or any of its Affiliates or shareholders is a party if,
       immediately following the transaction, the persons who held Common Stock
       (or securities convertible into Common Stock) immediately prior to the
       transaction hold less than a majority of the combined Common Equity of
       the Company (or if, pursuant to the transaction, shares of Common Stock
       are changed or converted into or exchanged for, in whole or part,
       securities of another corporation or entity, the combined Common Equity
       of that corporation or entity);

                                        (II)  any liquidation or dissolution of
       the Company; and

                                        (III)  any sale, lease, exchange or
       other transfer not in the ordinary course of business (in one
       transaction or a series of related transaction) of all, or substantially
       all, of the assets of the Company.

                    (B)  "Cause" means, in connection with the Company's
       termination of the employment of the Holder:  (I) repeated failures to
       carry out directions of the Board with regard to material matters
       reasonably consistent with the Holder's duties; (II) knowing violation
       of a state or federal law involving the commission of a crime against
       the Company or a felony; (III) misuse of alcohol or controlled
       substances; (IV) any misrepresentation, deception, fraud or dishonesty
       that is materially injurious to the Company; and (V) any act or omission
       in willful disregard of the interests of the Company that substantially
       impairs the Company's goodwill, business or reputation.

                    (C)  "Common Equity" means the capital stock of a
       corporation (or corresponding securities of a noncorporate entity)
       ordinarily, and apart from rights accruing under special circumstances,
       having the right to vote in an election for directors (or for members of
       the governing body of the noncorporate entity).

                    (D)  "Control Purchase" means any transaction (or series of
       related transactions), consummated without the approval, recommendation
       or authorization of the Board, in which any person, corporation or other
       entity (including any "person" as defined in Section 13(d)(3) or Section
       14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"))
       purchases any Common Stock (or securities convertible into Common
       Stock), pursuant to a tender offer or a request or invitation for
       tenders (as those terms are defined in Section 14(d)(1) of the Exchange
       Act) or otherwise, and thereafter is the "beneficial owner" (as that
       term is defined in Rule 13d-3 under the Exchange Act) of securities of
       the Company representing at least fifty percent (50%) of the combined
       Common Equity of the Company.  Without limiting the generality of the
       preceding sentence, the Board shall have the authority to determine in
       its sole discretion that a transaction (or series of related
       transactions) is not a Control Purchase, even though literally included
       within the foregoing definition, if the transaction (or series of
       related transactions)





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<PAGE>   5
       does not have the effect of significantly changing or influencing the
       control of the Company on a permanent basis.

                    (E)    "Disability" refers to the circumstances described
       in Section 7.2 of the Employment Agreement.

                    (F)  "Good Reason" means, with respect to the Holder, the
       occurrence in connection with an Approved Transaction, without the
       Holder's express written consent, of one of the following events or
       conditions:

                           (a)    A material reduction in the level of the
       Holder's responsibilities for the Company in comparison to the level
       thereof at the time of the Approved Transaction;

                           (b)    The assignment to the Holder of a job title
       that is not of comparable prestige and status within the industry as the
       Holder's job title at the time of the Approved Transaction;

                           (c)    The assignment to the Holder of any duties
       inconsistent with the Holder's position with the Company at the time of
       the Approved Transaction, other than pursuant to the Holder's promotion
       by the Company;

                           (d)    A material reduction in the Holder's salary
       level;

                           (e)    A material reduction in the overall level of
       employee benefits or perquisites available to the Holder at the time of
       the Approved Transaction, or the Holder's right to participate therein,
       unless such reduction is nondiscriminatory as to the Holder;

                           (f)    The Company's requiring the Holder to be
       based anywhere more than fifty (50) miles from the business location to
       which the Holder normally reported for work at the time of the Approved
       Transaction, other than for required travel in connection with the
       business of the Company not significantly greater than the Holder's
       business travel obligations at the time of the Approved Transaction; or

                           (g)    Any of the foregoing events and conditions
       occurring prior to the Approved Transaction which the Holder reasonably
       demonstrates was at the request of a third party or otherwise arose in
       connection with or in anticipation of the Approved Transaction.

       3.     TERMINATION OF THE OPTION.

              (a)   Unless earlier terminated in accordance with the provisions
of this Agreement, the Option will terminate on June 30, 2002.

              (b)   If the employment arrangement between the Holder and the
Company terminates for any reason, the Option shall automatically terminate as
to any shares of Common Stock subject thereto that have not either vested
previously or vested as a result of such termination of employment (the shares
of Common Stock as to which the Option does not terminate being referred to as
the "Subject Shares"). Following such termination, the Option will, subject to
earlier termination pursuant to this Section 3, remain in effect as to the
Subject Shares for a period of ninety (90) days following such termination, or,
if such termination is on account of death or Disability, for a period of one
(1) year following such termination, at the end of which period, to the extent
it has not been exercised, the Option will terminate.  The foregoing
notwithstanding, however, if the Holder's employment is terminated for Cause
prior to the complete exercise of this Option, then this Option shall remain in
effect as to the subject shares for a period of only five (5) days following
such termination.





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       4.     ADJUSTMENTS TO THE OPTION.  If the Company subdivides its
outstanding shares of Common Stock into a greater number of shares of Common
Stock (by stock dividend, stock split, reclassification or otherwise) or
combines its outstanding shares of Common Stock into a smaller number of shares
of Common Stock (by reverse stock split, reclassification or otherwise), or if
the Board determines, in its sole discretion, that any stock dividend,
extraordinary cash dividend, reclassification, recapitalization,
reorganization, split-up, spin-off, combination, exchange of shares, warrants
or rights offering to purchase Common Stock, or other similar corporate event
(including mergers or consolidations other than those which constitute Approved
Transactions) affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under this Option, then the Board shall, in its sole discretion and
in such manner as the Board may deem equitable and appropriate, make such
adjustments to any or all of (i) the number and kind of shares subject to this
Option, and (ii) the purchase or exercise price with respect to this Option;
PROVIDED, HOWEVER, that the number of shares subject to this Option shall be
always a whole number.  The Board may, if deemed appropriate, provide for a
cash payment to the Holder in connection with any adjustment made pursuant to
this Section 4.

       5.     EXERCISE OF THE OPTION.  In order to exercise the Option, the
Holder must do the following:

              (a)   deliver to the Company a written notice, in the form
attached hereto, specifying the number of shares of Common Stock for which the
Option is being exercised or converted;

              (b)   surrender this Agreement to the Company;

              (c)   tender payment of the aggregate Option Price for the shares
for which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) if at the time of exercise the Common Stock is registered
pursuant to Section 12 of the Exchange Act, by delivery to the Company on the
exercise date of shares of Common Stock that (x) have a fair market value
(based on the last sales price, or if none is reported the average of the high
bid and low asked prices, for a share of Common Stock on the last trading day
prior to the exercise date, as reported by the exchange, market or other source
specified in Section 2(a) above) equal to the aggregate Option Price payable,
and (y) have been held by the Holder for at least six (6) months prior to the
date of exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise; PROVIDED, that as an
alternative to exercising the Option in the foregoing manner, to the extent the
Holder would otherwise be entitled to exercise the Option, the Holder may,
without having to pay the Option Price in cash or by check, instead require the
Company to convert the Option, in whole in part, at any time and from time to
time prior to its termination, into that number of shares of Common Stock equal
to the quotient obtained by dividing ((A-B) x C) by (A), where:  (i) A equals
the fair market value of one share of Common Stock (determined as specified in
clause (x) of this paragraph); (ii) B equals the per share Option Price; and
(iii) C equals the number of shares of Common Stock subject to purchase upon
exercise of the Option which Holder is surrendering pursuant to an executed
conversion notice in the form attached hereto.

              (d)   pay, or make arrangements satisfactory to the Board for
payment to the Company of, all federal, state and local taxes, if any, required
to be withheld by the Company in connection with the exercise or conversion of
the Option; and

              (e)   execute and deliver to the Company any other documents
reasonably required from time to time by the Board in order to promote
compliance with the 1933 Act, applicable state securities laws, or any other
applicable law, rule or regulation.





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       6.     DELIVERY OF SHARE CERTIFICATE.  As soon as practicable after the
Option has been duly exercised, the Company will deliver to the Holder a
certificate for the shares of Common Stock for which the Option was exercised.
Unless the Option has expired or been exercised in full, the Company and the
Holder agree to execute a new Stock Option Agreement, covering the remaining
shares of Common Stock that may be acquired upon exercise of the Option, which
will be identical to this Agreement except as to the number of shares of Common
Stock subject thereto. In lieu of replacing this Agreement in such manner, the
Company may affix to this Agreement an appropriate notation indicating the
number of shares for which the Option was exercised and return this Agreement
to the Holder.

       7.     NONTRANSFERABILITY.  The Option is not transferable other than by
will or the laws of descent and distribution, and the Option may be exercised
during the lifetime of the Holder only by the Holder or his or her court
appointed legal representative.

       8.     WARRANTIES AND REPRESENTATIONS OF THE HOLDER.  By executing this
Agreement, the Holder accepts the Option and represents and warrants to the
Company and covenants and agrees with the Company as follows:

              (a)   The Holder agrees to comply with and be bound by all of the
provisions of this Agreement.

              (b)   The Holder recognizes, agrees and acknowledges that no
registration statement under the 1933 Act, or under any state securities laws,
has been filed with respect to the Option or any shares of Common Stock that
may be acquired upon exercise of the Option.  Pursuant to Section 21.1 of the
Employment Agreement, the Company has agreed to include the shares of Common
Stock that may be acquired upon exercise of the Option in a SEC registration to
be filed by the Company promptly (and in any event no later than ninety (90)
days) after the Grant Date.

              (c)   The Holder warrants and represents that the Option and any
shares of Common Stock acquired upon exercise of the Option will be acquired
and held by the Holder for the Holder's own account, for investment purposes
only, and not with a view towards the distribution or public offering thereof
nor with any present intention of reselling or distributing the same at any
particular future time.

              (d)   The Holder agrees not to sell, transfer or otherwise
dispose of any shares of Common Stock that may be acquired upon exercise of the
Option unless (i) there is an effective registration statement under the 1933
Act covering the proposed disposition and compliance with governing state
securities laws, (ii) the Holder delivers to the Company, at the Holder's
expense, a "no-action" letter or similar interpretative opinion, satisfactory
in form and substance to the Company, from the staff of each appropriate
securities agency, to the effect that such shares may be disposed of by the
Holder in the manner proposed, or (iii) the Holder delivers to the Company, at
the Holder's expense, a legal opinion, satisfactory in form and substance to
the Company, of legal counsel designated by the Holder and satisfactory to the
Company, to the effect that the proposed disposition is exempt from
registration under the 1933 Act and governing state securities laws.

              (e)   The Holder acknowledges and consents to the appearance of a
restrictive legend, referring to the transfer and other restrictions imposed
hereby, on each certificate representing shares of Common Stock issued upon
exercise of the Option.

              (f)   The Holder agrees not to sell, transfer or otherwise
dispose of the Option or any shares of Common Stock acquired upon exercise of
the Option, except as specifically permitted by this Agreement and any
applicable securities laws.





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<PAGE>   8
       9.     NO RIGHT TO EMPLOYMENT.  Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue in
the employ or service of the Company or interfere in any way with the right of
the Company to terminate the Company's employment with the Holder at any time,
with or without cause (subject, however, to the provisions of any written
employment agreement between the Holder and the Company).

       10.    RIGHTS AS SHAREHOLDER.  The Holder will have no rights as a
shareholder of the Company on account of the Option or on account of shares of
Common Stock which are to be acquired upon exercise of the Option (but with
respect to which no certificates have been delivered to the Holder).

       11.    TAX WITHHOLDING.  The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by
the Company in connection with the exercise of the Option or any sale, transfer
or other disposition of any shares of Common Stock acquired upon exercise of
the Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.

       12.    FURTHER ASSURANCES.  The Holder agrees to from time to time
execute such additional documents as the Company may reasonably require in
order to effectuate the purposes of the Plan and this Agreement.

       13.    BINDING EFFECT.  This Agreement shall be binding upon the Holder
and his or her heirs, successors and assigns.

       14.    ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement constitutes the
entire agreement and understanding between the Company and the Holder regarding
the subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to
enforce any of that party's rights against the other party for breach of any of
the terms of this Agreement shall not be construed as a waiver of such rights
as to any continued or subsequent breach.

       15.    GOVERNING LAW.  This Agreement shall be governed by the laws of
              the State of Washington.

       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

"Company"                                      MULTIPLE ZONES
                                               INTERNATIONAL, INC.


                                              
                                               By ____________________________
                                                  Sadrudin J. Kabani, Chairman


"Holder"
                                                ________________________________
                                                  JOHN E. DEFEO





                                      -8-

<PAGE>   9
                    FORM OF EXERCISE OR CONVERSION OF OPTION
                     (ATTACHMENT TO STOCK OPTION AGREEMENT)





To:    MULTIPLE ZONES INTERNATIONAL, INC.
       [address] _____________________________________
       _______________________________________________
       _______________________________________________


       The undersigned holds Option Number _________ (the "Option"),
represented by a Stock Option Agreement dated effective as of January ___, 1997
(the "Agreement"), granted to the undersigned. The undersigned hereby exercises
the Option and elects to [check one box]:

       [ ]    Purchase _________________ shares (the "Shares") of Common Stock
              of Multiple Zones International, Inc. (the "Company"), pursuant
              to the Option. This notice is accompanied by full payment of the
              Option Price for the Shares in cash or by check or in another
              manner permitted by Section 5(c) of the Agreement.

       [ ]    Surrender the right to purchase ___________________ shares of the
              Company's Common Stock upon exercise of the Option and convert
              the same into _______________ Shares pursuant to the proviso to
              Section 5(c) of the Agreement.

       The undersigned has also paid, or made arrangements satisfactory to the
Company's Board of Directors for payment of, all federal, state and local
taxes, if any, required to be withheld by the Company in connection with the
exercise or conversion of the Option.

       The undersigned warrants and represents that the undersigned is
acquiring and will hold the Shares for the undersigned's own account, for
investment purposes only, and not with a view towards the distribution or
public offering of the Shares nor with any present intention of reselling or
distributing the Shares at any particular future time. The undersigned consents
to the appearance of a restrictive legend, as required by the Agreement, on the
certificate for the Shares. The undersigned agrees not to sell, transfer or
otherwise dispose of the Shares except as specifically permitted by the
Agreement and any applicable securities laws.


       Date: ________________, 199__.



                                       _______________________________________
        
John E. DeFeo