EXHIBIT 10.7








                                                             As Amended
                                                             2002


                              MAZEL STORES, INC.

                            1996 STOCK OPTION PLAN




<PAGE>
                               TABLE OF CONTENTS


Purpose of the Plan                                              2
Definitions                                                      2
Administration of the Plan                                       6
Stock Subject to the Plan                                        7
Limit on Fair Market Value of Incentive Stock Options            7
Participants to Whom Options May Be Granted                      8
Stock Options                                                    8
Exercise Rights Under Option                                    11
Rights of Option Holders                                        12
Transferability of Options                                      12
Date of Grant                                                   12
Adjustments Upon Changes in Capitalization                      12
Termination of Options Upon Change in Control                   12
Notice of Grant; Option Agreement                               13
Withholding for Taxes                                           13
Amendment of the Plan                                           13
Delivery of Shares on Exercise                                  14
Fees and Costs                                                  14
Other Provisions                                                14
Effectiveness of the Plan                                       14

                                      #


<PAGE>
                              MAZEL STORES, INC.
                            1996 STOCK OPTION PLAN


      1.    Purpose of the Plan. This Mazel Stores, Inc. 1996 Stock Option Plan
is  intended to promote the interests of the Company and its shareholders.  The
purposes  of  the  Plan  are  to  encourage  directors, officers, employees and
consultants of the Company to acquire or increase their proprietary interest in
the Company, to foster in participants a strong motivation to put forth maximum
effort for the continued success and growth of the Company, to aid in retaining
individuals who put forth such efforts, and to  assist  in  attracting the best
available individuals to the Company in the future.

      2.    Definitions. When used herein, the following terms  shall  have the
meanings set forth below:

            2.1   "Affiliate"  means,  with respect to any specified person  or
entity, a person or entity that directly  or  indirectly,  through  one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person or entity specified.

            2.2   "Board" means the Board of Directors of the Company.

            2.3   A "Change in Control" shall have occurred if at any  time, or
from  time  to  time,  after  the  date  of  adoption of this Plan,  any of the
following events occurs:

                  (a)   a  report is filed with  the  Securities  and  Exchange
            Commission (the  "SEC")  on  Schedule 13D or Schedule 14D-1 (or any
            successor schedule, form or report),  each  as promulgated pursuant
            to  the  Exchange Act, disclosing that any "person"  (as  the  term
            "person" is  used  in  Section  13(d)  or  Section  14(d)(2) of the
            Exchange  Act)  is  or  has become a beneficial owner, directly  or
            indirectly, in one transaction  or  a  series  of  transactions, of
            securities of the Company representing 30% or more of  the combined
            voting   power   of  the  Company's  then  outstanding  securities;
            provided, however,  that  the  term  "person" shall not include (i)
            any "affiliate" of the Company (as the  term "affiliate" is defined
            in  Rule  12b-2  of  the  General Rules and Regulations  under  the
            Exchange Act) or any individual  who  is considered to own stock of
            the Company owned, directly or indirectly,  by  such an "affiliate"
            under the rules of Section 267(c)(2) of the Code or (ii) any person
            or persons who owned 30% or more of the combined  voting  power  of
            the Company's securities at the time of adoption of this Plan;

<PAGE>
                  (b)   the  Company files a report or proxy statement with the
            SEC pursuant to the  Exchange  Act disclosing in response to Item 1
            of Form 8-K thereunder that a Change  in Control of the Company has
            or may have occurred or will or may occur in the future pursuant to
            any then-existing contract or transaction;

                  (c)   the  Company  is  merged or consolidated  with  another
            corporation and, as a result thereof,  securities representing less
            than 50% of the combined voting power of the surviving or resulting
            corporation's  securities  (or  of  the  securities   of  a  parent
            corporation in case of a merger in which the surviving or resulting
            corporation   becomes  a  wholly-owned  subsidiary  of  the  parent
            corporation) are owned in the aggregate by holders of the Company's
            securities immediately prior to such merger or consolidation;

                  (d)   during any period of 24 consecutive months, individuals
            who were Directors  of  the Company at the beginning of such period
            cease for any reason to constitute  at  least  a  majority  of  the
            Company's  Board;  provided,  however,  that  a person shall not be
            considered  to  be a new Director if that person  is  nominated  or
            elected as a Director  by  a  vote  of  at  least two-thirds of the
            Directors  of the Company who were Directors at  the  beginning  of
            such 24 month period;

                  (e)   there  is a sale, lease, exchange or other transfer (in
            one  transaction  or  a   series   of   transactions)   of  all  or
            substantially all of the assets of the Company; or

                  (f)   the shareholders of the Company shall approve  any plan
            or proposal for the liquidation or dissolution of the Company.

            Notwithstanding  anything  in this Section 2.3 to the contrary,  an
event  or  occurrence  (or  a  series of events  or  occurrences)  which  would
otherwise  constitute  a  Change in  Control  under  the  foregoing  shall  not
constitute a Change in Control  for  purposes  of  this  Plan  if the Board, by
majority  vote, determines that a Change in Control does not result  therefrom;
but only if  Continuing Directors constitute a majority of the directors voting
in favor of such determination. Further, an event or occurrence (or a series of
events or occurrences) which would not otherwise constitute a Change in Control
under the foregoing  shall  be  deemed  to  constitute  a Change in Control for
purposes of this Plan if the Board, by majority vote, determines  that a Change
in Control does result therefrom; but only if Continuing Directors constitute a
majority   of   the   directors  voting  in  favor  of  such  determination.  A
determination by Directors under the provisions of this paragraph shall be made
solely for purposes of  this  Plan  and shall not directly or indirectly affect
any determination or analysis of whether  a  Change  in Control results for any
other  purpose.  Any determination made with respect to  whether  a  Change  in
Control results for  purposes  of  any  other  plan or agreement of the Company
shall have no effect for purposes of this Plan.
<PAGE>
            2.4   "Code" means the Internal Revenue  Code  of  1986, as amended
from time to time, and reference to any specific provisions of the  Code  shall
refer  to  the  corresponding  provisions  of  the  Code as it may hereafter be
amended or replaced.

            2.5   "Committee" means the Compensation  Committee of the Board or
any other committee appointed by the Board whose members  meet the requirements
for  eligibility  to  serve set forth in Section 3 of this Plan  and  which  is
invested by the Board with  responsibility for the administration of this Plan;
provided, however, that only those members of the Compensation Committee of the
Board who participate in decisions relative to Options under this Plan shall be
deemed to be part of the "Committee" for purposes of this Plan.

            2.6   "Company" means  Mazel  Stores,  Inc.,  an  Ohio corporation,
collectively with its Subsidiaries, if any, where consistent with the context.

            2.7   "Continuing Director" shall mean a member of  the  Board  who
either  was  a  member of the Board on the date of the adoption of this Plan or
who  subsequently   became   a  director  of  the  Company  and  whose  initial
appointment, election or nomination  for election by the Company's shareholders
subsequent to such date was approved by  a vote of two-thirds of the Continuing
Directors then on the Board.

            2.8   "Directors" means members of the Company's Board.

            2.9   "ERISA" means the Employee  Retirement Income Security Act of
1974, as in effect at the time of reference, or  any  successor  law  which may
hereafter  be  adopted  in  lieu  thereof,  and  any  reference to any specific
provisions of ERISA shall refer to the corresponding provisions  of ERISA as it
may hereafter be amended or replaced.

            2.10  "Exchange Act" means the Securities Exchange Act  of 1934, as
amended  from  time  to  time  and reference to any specific provisions of  the
Exchange Act shall refer to the corresponding provisions of the Exchange Act as
it may hereafter be amended or replaced.

            2.11  "Employee" or "Employees" means any key employee or employees
of the Company, including any individual  employed by the Company who is also a
member of the Board.

<PAGE>
            2.12  "Fair Market Value" means,  except as otherwise determined by
the Committee, with respect to the Shares, the  closing  sales  price  for  the
Shares  as reported on the national securities exchange on which the Shares are
traded,  or,  if  applicable,  as  reported  on  the  National  Association  of
Securities  Dealers  Automated  Quotation System ("Nasdaq") National Market, on
the date for which the determination  of fair market value is made, or if there
are no sales of Shares on that date, then  on  the next preceding date on which
there were any sales of Shares.  If the Shares are not or cease to be traded on
a  national securities exchange or on the Nasdaq  National  Market,  the  "Fair
Market  Value"  of  Shares  shall be determined in the manner prescribed by the
Committee.

            2.13  "Incentive   Stock   Option"  means  an  Option  meeting  the
requirements  and containing the limitations  and  restrictions  set  forth  in
Section 422 of the Code or any successor provision.

            2.14  "Non-Employee Director" means a person who is a member of the
Board and who is not an Employee of the Company or an Affiliate of the Company.

            2.15  "Non-Qualified  Stock  Option"  means an Option other than an
Incentive Stock Option.

            2.16  "Option" means the right to purchase,  at  a  price and for a
term fixed by the Committee in accordance with this Plan, and subject  to  such
other  limitations  and restrictions as this Plan and the Committee impose, the
number of Shares specified by the Committee.

            2.17  "Option  Agreement" means a written agreement in such form as
may from time to time be hereafter  approved  by  the  Committee,  which Option
Agreement  shall  set  forth  the terms and conditions of an Option under  this
Plan, and be duly executed by the Company and the Participant.

            2.18  "Parent" means  any  corporation,  other  than  the  employer
corporation of a Participant, in an unbroken chain of corporations ending  with
the  employer  corporation  of  a Participant if each of the corporations other
than such employer corporation owns  stock  possessing  fifty  percent (50%) or
more of the total combined voting power of all classes of stock  in  one of the
other corporations in the chain.

            2.19  "Participant"   means   directors   (including   Non-Employee
Directors),  officers  (including  officers  who are Directors), employees  and
consultants of the Company.

            2.20  "Plan" means the Company's 1996 Stock Option Plan.

            2.21  "Regulation T" means Part 220,  Chapter  II,  Title 12 of the
Code  of Federal Regulations, issued by the Board of Governors of  the  Federal
Reserve  System  pursuant to the Exchange Act, as amended from time to time, or
any successor regulation which may hereafter be adopted in lieu thereof.

<PAGE>
            2.22  "Rule  16b-3"  means  Rule  16b-3  of  the  General Rules and
Regulations of the Exchange Act, as effective August 15, 1996,  as amended from
time to time thereafter and as it may hereafter be amended or replaced.

            2.23  "Share" or "Shares" means Common Shares, without  par  value,
of  the Company or, if by reason of the adjustment provisions contained herein,
any rights  under  an  Option under this Plan pertaining to any other security,
such other security.

            2.24  "Subsidiary"  or  "Subsidiaries"  means any corporation other
than  the  employer  corporation  of the Participant in an  unbroken  chain  of
corporations beginning with the employer corporation of the Participant if each
of the corporations other than the  last corporation in the unbroken chain owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

            2.25  "Successor" means the legal representative of the estate of a
deceased Participant or the person or  persons  who  shall acquire the right to
exercise an Option by transfer, bequest or inheritance  or  by  reason  of  the
death of the Participant.

            2.26  "Term"  means the period during which a particular Option may
be exercised.

<PAGE>
            3.    Administration  of  the  Plan.   The  Board shall appoint the
Committee, which shall consist of not less than three (3) members of the Board,
who meet both the definition of a "non-employee director"  as  defined  in Rule
16b-3,  as well as the definition of an "outside director" pursuant to Treasury
Regulations  promulgated  under  Section  162(m)  of  the Code.  Subject to the
provisions of the Plan, the Committee shall have full authority,  in  its  sole
and absolute discretion, to determine the Participants to whom Options shall be
granted,  the  number  of  Shares to be covered by each of the Options, and the
terms and provisions (including  vesting schedule and restrictions on exercise)
of the Option Agreements by which  Options  shall  be  evidenced;  to  amend or
cancel  Options  (subject to Section 17 of the Plan); to accelerate the vesting
of Options; to require  the  cancellation  or  surrender  of any Options or any
other  awards  previously  granted under any other plans of the  Company  as  a
condition to the granting of an Option; to interpret the Plan; to determine the
requirements with respect to  the transferability of Options; and to prescribe,
amend, and rescind rules and regulations  relating  to  it,  and  generally  to
interpret  and  determine  any  and  all  matters  whatsoever  relating  to the
administration  of  the  Plan  and  the  granting  of  Options  hereunder.  The
construction and interpretation by the Committee of any provision  of  the Plan
or any Option Agreement delivered pursuant to the Plan and any determination by
the  Committee  pursuant  to  any provision of the Plan or any Option Agreement
delivered pursuant to the Plan  shall  be final and conclusive.  The Board may,
from time to time, appoint members to the  Committee  in substitution for or in
addition  to  members  previously  appointed  and  may fill vacancies,  however
caused, in the Committee. Any action of the Committee may be taken by a written
instrument signed by all of the members, and any action so taken shall be fully
as effective as if it had been taken by a vote of a  majority of the members at
a  meeting  duly  called  and  held. The Committee shall make  such  rules  and
regulations for the conduct of its  business  as  it  shall  deem advisable and
shall appoint a secretary who shall keep minutes of its meetings and records of
all action taken in writing without a meeting.  In addition, the  Committee may
authorize  any  one  or  more of their number or any officer of the Company  to
execute and deliver documents  on behalf of the Committee and the Committee may
delegate to one or more employees, agents or officers of the Company, or to one
or more third party consultants,  accountants,  lawyers or other advisors, such
ministerial  duties  related  to  the operation of the  Plan  as  it  may  deem
appropriate.  No member of the Committee  shall be liable in the absence of bad
faith, for any act or omission with respect  to  such  member's  service on the
Committee.  The Committee shall from time to time adopt policies and procedures
applicable  to  Options  that  will  govern  the  rights  of  Participants  and
Successors in the event of death, disability, or retirement of  Participants or
upon the occurrence of any other event determined by the Committee, in its sole
and absolute discretion, to be appropriate. The Committee shall have  authority
to   define  disability  and  retirement  and  other  similar  terms,  and  the
Committee's  policies and procedures may differ with respect to Options granted
at different times.   A Participant's rights in the event of death, disability,
or retirement or such other  events  shall be set forth in the Option Agreement
that evidences an Option to the Participant.

      4.    Stock Subject to the Plan.   There  will  be reserved for use, upon
the  exercise  of Options to be granted from time to time  under  the  Plan  an
aggregate of Nine  Hundred Thousand (2,500,000) Shares, which Shares may be, in
whole or in part, as  the  Board  shall from time to time determine, authorized
but unissued Shares, issued Shares  which  shall  have  been  reacquired by the
Company,  or  Shares acquired on the open market specifically for  distribution
under the Plan.  Any Shares subject to issuance upon exercise of an Option, but
which are not issued  because  of a surrender, lapse, expiration or termination
of  any  such Option prior to issuance  of  the  Shares  shall  once  again  be
available for issuance in satisfaction of Options under the Plan.

      5.    Limit  on  Fair  Market  Value  of Incentive Stock Options.  In any
calendar year, no Employee may be granted an  Incentive  Stock Option hereunder
to  the  extent  that the aggregate Fair Market Value (such Fair  Market  Value
being determined as  of  the  date  of grant of the option in question), of the
Shares with respect to which Incentive  Stock  Options first become exercisable
by  the  Employee  during  any  calendar year (under  all  such  plans  of  the
Employee's employer corporation,  its  Parent, if any, and its Subsidiaries, if
any) exceeds the sum of One Hundred Thousand  Dollars  ($100,000). For purposes
of the preceding sentence, Options shall be taken into account  in the order in
which they were granted. Any Option granted under the Plan which is intended to
be  an  Incentive Stock Option, but which exceeds the limitation set  forth  in
this Section 5, shall be a Non-Qualified Stock Option.
<PAGE>
      6.    Participants to Whom Options May Be Granted.

      6.1   Employees  and Consultant.  Options may be granted in each calendar
year or portion thereof while the Plan is in effect to such of the Participants
as the Committee, in its  sole  and  absolute  discretion,  shall determine. In
determining the Participants to whom Options shall be granted and the number of
Shares subject to purchase under such Options, the Committee  shall  take  into
account  the duties of the respective Participants, their present and potential
contributions  to  the  success  of  the Company, and such other factors as the
Committee shall deem relevant in connection  with accomplishing the purposes of
the Plan. Incentive Stock Options shall only be granted to Participants who are
also  Employees.   The  maximum number of Shares  with  respect  to  which  any
Participant may receive an  Option  under  this  Plan  shall  be 225,000 Shares
(taking  into  account for this purpose any option previously granted  to  such
Participant that has been canceled or repriced).

      6.2   Non-Employee  Directors.   Non-Qualified  Stock  Options for 15,000
Shares  shall  automatically  be granted to each Non-Employee Director  of  the
Company upon his or her initial  election  or  appointment as a director of the
Company; provided, however, that any Non-Employee  Director  who was a director
on the effective date of the Company's initial registration statement  on  Form
S-1  filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, shall automatically be granted Non-Qualified Stock Options
to purchase  15,000  Shares  effective  as of such date and, unless they expire
earlier in accordance with the terms of this  Plan, shall expire ten (10) years
after  grant.   The  Options  granted to Non-Employee  Directors  shall  become
exercisable with respect to twenty  percent (20%) of the total number of Shares
subject to the Option one (1) year after  the  effective date of grant with the
balance of the Option becoming exercisable in twenty  percent  (20%) increments
on each of the next four anniversaries of such date.

      7.    Stock Options.

            7.1   Types of Options.  Options granted under this Plan may be (i)
Incentive  Stock  Options,  (ii)  Non-Qualified  Stock  Options,  or  (iii)   a
combination  of  the foregoing. The Option Agreement shall designate whether an
Option is an Incentive  Stock  Option  or  a  Non-Qualified  Stock  Option  and
separate Option Agreements shall be issued for each type of Option granted to a
particular  Employee.  Any  Option which is designated as a Non-Qualified Stock
Option shall not be treated by  the  Company  or  the  Participant  to whom the
Option is granted as an Incentive Stock Option for federal income tax purposes.

            7.2   Option Price.

<PAGE>
                  (a)   Incentive Stock Option.  The option price per  Share of
      any Incentive Stock Option granted under the Plan shall not be less  than
      the Fair Market Value of the Shares covered by the Incentive Stock Option
      on  the  date  the  Incentive  Stock  Option  is granted. Notwithstanding
      anything herein to the contrary, in the event an  Incentive  Stock Option
      is granted to an Employee who, at the time such Incentive Stock Option is
      granted,  owns  as  defined  in Section 424 of the Code, stock possessing
      more than ten percent (10%) of  the  total  combined  voting power of all
      classes of stock of:
                        (i)   the Company; or

                        (ii)  if applicable, a Subsidiary; or

                        (iii) if applicable, a Parent,

      the option price per Share of such Incentive Stock Option  shall  not  be
      less  than one hundred ten percent (110%) of the Fair Market Value of the
      Shares  covered  by  the Incentive Stock Option on the date the Incentive
      Stock Option is granted.

                  (b)   Non-Qualified    Stock   Options.    Unless   otherwise
      determined by the Committee, in its  sole  and  absolute  discretion, the
      option  price  per Share of any Non-Qualified Stock Option granted  under
      this Plan shall  be  equal to the Fair Market Value of the Shares covered
      by the Non-Qualified Stock  Option  on  the  date the Non-Qualified Stock
      Option is granted.

            7.3   Term  of  Options.   Options  granted   hereunder   shall  be
exercisable for a Term of not more than ten (10) years from the date of  grant,
but  shall  be  subject  to  earlier termination as hereinafter provided.  Each
Option Agreement issued hereunder  shall  specify the Term of the Option, which
Term shall be determined by the Committee in  accordance with its discretionary
authority hereunder.  In the event the Committee  fails  to specify the term of
an Option, such option shall have a term of ten (10) years.

            Notwithstanding anything herein to the contrary,  in  the  event an
Incentive  Stock  Option  is  granted  to  an  Employee  who,  at the time such
Incentive Stock Option is granted, owns, as defined in Section 424 of the Code,
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of:

                        (i)   the Company; or

                        (ii)  if applicable, a Subsidiary; or

                        (iii) if applicable, a Parent,

then  such Incentive Stock Option shall not be exercisable more than  five  (5)
years from  the  date  of grant, but shall be subject to earlier termination as
hereinafter provided.
<PAGE>

            7.4   Termination  of Options.  Unless otherwise expressly provided
in an Option Agreement with the  Participant  to whom an Option is granted, and
then only in such instance, the following terms  apply to Options granted under
the Plan:

                  (a)   Termination of Unvested Options.  If the employment of,
            or  services to, the Company of a Participant  to  whom  an  Option
            shall  have  been  granted  under this Plan terminates, then to the
            extent any Option is not yet  exercisable  in  accordance  with its
            terms on the date notice is given either to or from the Company  of
            termination  of  employment  by  or  services  to the Company, such
            Option shall terminate.

                  (b)   Immediate  Termination  of  Entire  Option.    If   the
            employment   of,  or  rendering  services  to,  the  Company  of  a
            Participant to  whom  an  Option shall have been granted under this
            Plan terminates: (i) for any  reason  prior  to  the first date the
            Option  becomes  exercisable;  (ii)  as  a result of such  person's
            willful misconduct, gross negligence, or any  other termination for
            cause;  or  (iii)  as  a  result  of  the voluntary termination  of
            employment  or service by the Participant,  then  anything  to  the
            contrary herein  notwithstanding,  all  such Options or portions of
            Options then held by such Participant shall  terminate  on the date
            notice  is  given  either to or from the Company of termination  of
            employment by or service to the Company; provided, however, that in
            the event of a termination  under clause (iii) above, the Committee
            may,  but  shall  not be required  to,  allow  the  Participant  to
            exercise the Option  (to  the  extent  exercisable  on  the date of
            termination)  at  any  time  within three months after the date  of
            termination (but not beyond the  original term of the Option).  All
            factual  determinations  with  respect  to  the  termination  of  a
            Participant's  employment of, or  rendering  of  services  to,  the
            Company that may  be  relevant under this Section 7.4 shall be made
            by the Committee in its sole discretion.

                  (c)   Death of Participant.  If a Participant shall die while
            still employed by or rendering  services  to  the Company, then any
            Option exercisable as of the date of death may  be exercised by the
            Participant's Successor  at any time within one (1)  year after the
            date of such Participant's death (but not beyond the original  term
            of the Option).

<PAGE>
                  (d)   Termination   of   Employment   or  Services.   If  the
            employment of, or rendering of services by, a  Participant  to whom
            an  Option  shall have been granted shall terminate, other than  as
            provided in Section 7.4 (a), (b) or (c) hereof, then the Option (to
            the extent exercisable on the date of termination) may be exercised
            at  any time within  three  (3)  months  after  the  date  of  such
            termination  of  employment or rendering of services to the Company
            (but not beyond the  original term of the Option).  Notwithstanding
            the foregoing to the contrary,  if the termination is on account of
            the Participant's having become "disabled",  as  defined in Section
            22(e)(3) of the Code, the Option (to the extent exercisable  on the
            date  of  termination)  may be exercised at any time within one (1)
            year after such termination  date (but not beyond the original term
            of the Option).

      8.    Exercise Rights Under Option.

            8.1   Exercise of Options.  Except as otherwise provided in Section
7.4, an Option may be exercised only while  the Employee to whom the Option was
granted is in the employ of the Company or of  a  Subsidiary.   Subject to this
requirement,  and  unless otherwise specified by the Committee in the  relevant
Option Agreement, each  Option  shall become exercisable with respect to twenty
percent (20%) of the total number  of Shares subject to the Option one (1) year
after the effective date of the grant  with  the balance of the Option becoming
exercisable  in  twenty percent (20%) increments  on  each  of  the  next  four
anniversaries of such date.

            8.2   Notice  of  Exercise.  A  Participant entitled to exercise an
Option may do so by delivery of a written notice  to that effect specifying the
number of Shares with respect to which the Option is  being  exercised  and any
other  information  the Committee may prescribe.  Except as provided in Section
8.3 below, the notice  shall  be accompanied by payment in full of the purchase
price of any Shares to be purchased, which payment may be made in cash or, with
the Committee's approval (and subject  to  the  requirements of Rule 16b-3), in
Shares  valued  at  Fair  Market Value at the time of  exercise  or,  with  the
Committee's  approval (and subject  to  the  requirements  of  Rule  16b-3),  a
combination thereof.   No  Shares  shall  be  issued upon exercise of an Option
until full payment has been made therefor. The  notice of exercise of an Option
shall  be  accompanied  by  the  Participant's  copy of  the  Option  Agreement
evidencing the grant of the Option. All notices or requests provided for herein
shall be delivered to the Secretary of the Company.

            8.3   Cashless Exercise Procedures.  The Committee, in its sole and
absolute discretion, may, but shall not be obligated  to,  establish procedures
whereby a Participant, subject to the requirements of Rule 16b-3, Regulation T,
federal income tax laws, and other federal, state and local  tax and securities
laws,  can  exercise  an  Option or a portion thereof without making  a  direct
payment of the option price  to  the  Company.  If  the  Committee so elects to
establish a cashless exercise program, the Committee shall  determine,  in  its
sole  and  absolute  discretion,  and  from  time  to time, such administrative
procedures  and  policies  as  it  deems appropriate and  such  procedures  and
policies shall be binding on any Participant  wishing  to  utilize the cashless
exercise program.

<PAGE>
      9.    Rights of Option Holders.  The holder of an Option  shall  not have
any  of  the  rights  of  a  shareholder  with respect to the Shares subject to
purchase or issuance under such Option, except  to  the extent that one or more
certificates for such Shares shall be delivered to the holder upon due exercise
of the Option.

      10.   Transferability of Options.  An Option shall not be transferable by
the  Participant, other than by will or the laws of descent  and  distribution,
and such  Option may be exercised, during the lifetime of the Participant, only
by such Participant,  or in the event of the Participant's death or disability,
by the Participant's Successor or personal representative.  Notwithstanding the
forgoing, at the discretion  of  the Committee, an Option shall be transferable
(i) pursuant to a qualified domestic relations order, as defined in the Code or
ERISA or the rules thereunder (except  in the case of an Incentive Stock Option
if such transfer would be deemed to violate the restrictions on transferability
contained  in  Section  422(b)(5)  of  the  Code   under   the   then   current
interpretation  of such Code section) or (ii) to a Participant's spouse, lineal
descendants, spouses of lineal descendants or to a trust for their benefit.

      11.   Date  of  Grant.   The date of grant of an Option granted hereunder
shall be the date on which the Committee  acts  in  granting the Option, unless
otherwise  specifically  indicated  by  the Committee as  part  of  its  action
granting the Option.

      12.   Adjustments  Upon  Changes  in Capitalization.   In  the  event  of
changes in all of the outstanding Shares  by  reason  of stock dividends, stock
splits,   reclassifications,   recapitalizations,   mergers,    consolidations,
combinations,   or   exchanges  of  shares,  separations,  reorganizations   or
liquidations, or similar  events,  or  in  the  event  of extraordinary cash or
noncash dividends being declared with respect to outstanding  Shares  or  other
similar  transactions or events, the number and class of Shares available under
the Plan in  the  aggregate,  the number and class of Shares subject to Options
theretofore  granted,  applicable   option  prices  and  all  other  applicable
provisions, subject to the provisions  of the Plan, shall be equitably adjusted
by the Committee (which adjustment may,  but  need  not, include payment to the
holder of an Option, in cash or in Shares, in an amount equal to the difference
between  the  then  current  Fair Market Value of the Shares  subject  to  such
Option, as equitably determined  by the Committee, and the option price of such
Option)  to the extent necessary and  in  such  manner  that  the  benefits  of
Participants   under   all   then   outstanding  Options  shall  be  maintained
substantially as before the occurrence of such event.  The foregoing adjustment
and the manner of application of the  foregoing  provisions shall be determined
by the Committee in its sole and absolute discretion.  Any  such adjustment may
provide  for  the  elimination  of any fractional Shares which might  otherwise
become subject to an Option.

<PAGE>
      13.   Termination of Options  Upon  Change  in  Control.  Notwithstanding
anything  to  the  contrary herein, and except as otherwise  specified  in  the
relevant Option Agreement,  upon  the  occurrence  of a Change in Control, each
Option  granted  under  the Plan shall terminate ninety  (90)  days  after  the
occurrence  of  such  Change  in  Control,  but,  in  the  event  of  any  such
termination, the Option  holder  shall have the right, commencing at least five
(5) days prior to such Change in Control and subject to any other limitation on
the exercise of such Option in effect  on  the date of exercise, to immediately
exercise any Option in full, without regard  to any vesting limitations, to the
extent it shall not have been theretofore exercised.

            The  foregoing  adjustment and the manner  of  application  of  the
foregoing provisions shall be  determined  by  the  Committee  in  its sole and
absolute discretion.

      14.   Notice of Grant; Option Agreement.  Nothing contained in  the  Plan
nor any resolution adopted or to be adopted by the Board or the shareholders of
the  Company  shall  constitute  the granting of any Option. An Option shall be
granted hereunder at such date or dates as the Committee may determine, subject
to the Plan. Whenever the Committee  determines  to  grant an Option, the Chief
Executive  Officer or President of the Company, or such  other  person  as  the
Committee appoints,  shall forthwith send notice thereof to the Participant, in
such form as the Committee approves, stating the number of Shares subject to an
Option,  its  Term, and  the  other  provisions  (including  restrictions)  and
conditions thereof  provided  by the terms of the Plan or the Option Agreement.
The notice shall be accompanied  by a written Option Agreement which shall have
been  duly  executed by or on behalf  of  the  Company.  If  the  surrender  of
previously issued Options granted under this Plan, or stock appreciation rights
or restricted  stock  awards  previously  granted  under any other plans of the
Company  is  made  a condition of the grant, the notice  shall  set  forth  the
pertinent details of  such  condition.  Execution of an Option Agreement by the
recipient Participant in accordance with  the provisions of the Plan shall be a
condition precedent to the exercise of any Option.

      15.   Withholding for Taxes.  The Company shall have the right to require
a Participant entitled to receive Shares pursuant  to the exercise of an Option
under the Plan to pay the Company the amount of any  taxes which the Company is
or  will  be  required  to  withhold  with  respect to such Shares  before  the
certificate for such Shares is delivered pursuant  to the Option.  Furthermore,
the Company may elect to deduct such taxes from any  other amounts payable then
or any time thereafter in cash or Shares or other property  to the Participant.
If the Participant disposes of Shares acquired pursuant to an  Incentive  Stock
Option  in  any  transaction considered to be a disqualifying transaction under
Sections 421 and 422 of the Code, the Participant must give the Company written
notice of such transfer  and  the  Company  shall  have the right to deduct any
taxes required by law to be withheld from any amounts  otherwise payable to the
Participant.

<PAGE>
      16.   Amendment of the Plan.  The Plan may be amended  at  any  time  and
from  time  to  time by the Board, but no amendment without the approval of the
shareholders of the  Company  shall  be made if shareholder approval under Rule
16b-3  or  Section  422  of the Code would  be  required.  Notwithstanding  the
discretionary authority granted  to  the Committee in Section 3 of the Plan, no
amendment of the Plan or any Option granted  under the Plan shall impair any of
the  rights  of any holder, without such holder's  consent,  under  any  Option
theretofore granted under the Plan.

      17.   Delivery  of  Shares  on  Exercise.   Delivery  of certificates for
Shares pursuant to the grant or exercise of an Option may be  postponed  by the
Company for such period as may be required for it with reasonable diligence  to
comply  with  any applicable requirements of any federal, state or local law or
regulation or any administrative or quasi-administrative requirement (including
stock exchange  requirements) applicable to the sale, issuance, distribution or
delivery  of  such  Shares.  The  Committee  may,  in  its  sole  and  absolute
discretion, require  a  Participant  to  furnish  the  Company with appropriate
representations that he or she is acquiring the Shares as an investment and not
with  a view to distribution thereof, if the Company, in  its  sole  discretion
determines  that  such  representation  is  required to insure that a resale or
other disposition of the Shares would not involve a violation of the Securities
Act  of  1933,  as amended, or of applicable blue  sky  laws.   Any  investment
representation shall no longer be applicable at any time such representation is
no longer necessary for such purposes.

      18.   Fees  and Costs.  The Company shall pay all original issue taxes on
the exercise of any  Option  granted  under  the  Plan  and  all other fees and
expenses necessarily incurred by the Company in connection therewith.

      19.   Other  Provisions.  As used in the Plan, and in Options  and  other
documents prepared in  implementation  of the Plan, references to the masculine
pronoun shall be deemed to refer to the  feminine  or neuter, and references in
the singular or the plural shall refer to the plural  or  the  singular, as the
identity of the person or persons or entity or entities being referred  to  may
require.  The captions used in the Plan and in such Options and other documents
prepared in  implementation  of the Plan are for convenience only and shall not
affect the meaning of any provision hereof or thereof.

      20.   Law to Govern.  This  Plan  shall  be  governed by and construed in
accordance with the laws of the State of Ohio.

      21.   Effectiveness of the Plan.  The Plan was  approved by the Company's
shareholders on September 10, 1996, and became effective  on that date.  Unless
sooner terminated by the Board, the Plan shall terminate ten  (10)  years  from
its  effective  date  and  no  Options may be granted under the Plan after such
termination date.  Any Options outstanding  at  the  time of termination of the
Plan  shall  continue  in  full force and effect according  to  the  terms  and
conditions of the Option and this Plan.