THE SECURITIES EVIDENCED HEREBY (OR ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR THE  SECURITIES  LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE
UPON  EXEMPTIONS  FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT
PROVIDED BY THE SECURITIES ACT, REGULATION D AND/OR RULE 701, PROMULGATED BY THE
SECURITIES AND EXCHANGE  COMMISSION.  THE SECURITIES  EVIDENCED  HEREBY (AND THE
SHARES ISSUABLE UPON EXERCISE HEREOF) MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED  UNDER  THE  SECURITIES  ACT AND OTHER  APPLICABLE  LAWS  PURSUANT  TO
REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER.

                                   LABTEC INC.
              AMENDED AND RESTATED 1997 EMPLOYEE STOCK OPTION PLAN
     (FORMERLY THE 1997 EMPLOYEE STOCK OPTION PLAN OF LABTEC CORPORATION, A
               DELAWARE CORPORATION FORMERLY KNOWN AS LABTEC INC.)

                        Option Certificate and Agreement

         This  stock  option  is  granted  by  Labtec   Inc.,  a   Massachusetts
corporation (the "Company"),  to ________________ (the "Optionee"),  pursuant to
the Company's Amended and Restated 1997 Employee Stock Option Plan (the "Plan").
All  initially  capitalized  terms not otherwise  defined  herein shall have the
meaning provided in the Plan.

1.       Grant of Option

         This  certificate  evidences  the grant by the Company on _______  ___,
1999 (the "Grant Date") to the Optionee of an option to purchase, in whole or in
part,  on the terms  provided  herein and in the Plan, a total of ____ shares of
Common Stock,  par value $.01 per share, of the Company (the "Shares") at $_____
per share.

         The latest date on which this option may be exercised (the  "Expiration
Date") is the earliest of (a) the tenth  anniversary  of the Grant Date,  or (b)
the termination hereof in accordance with this Agreement or the Plan.

         The option  evidenced by this certificate is not intended to qualify as
an incentive  stock option under  Section 422 of the Internal  Revenue Code (the
"Code").

         Subject to the following sentence, this option shall become exercisable
in annual installments over four years beginning on the first anniversary of the
Grant Date (the "Initial Vesting Date") (i.e., it shall become exercisable as to
25% of the  total  number  of Shares  on the  Initial  Vesting  Date and on each
anniversary  thereof,  except as accelerated by the Board pursuant to the Plan).
Notwithstanding the foregoing, in the event of any Change in Control (as defined
below),  this option shall be  exercisable  for 100% of the number of Shares set
forth in the  first  paragraph  of this  Section 1 (but in no event  shall  this
option be exercisable  for more than the number of shares set forth in the first
paragraph of this Section 1). For purposes of this

                                       -1-


<PAGE>



Agreement,  "Change in Control" shall mean any transaction  (including,  without
limitation,  a  merger,  consolidation,  sale of  stock or sale of  assets,  but
excluding any  assignment as security for  indebtedness)  after which any Person
(or group of Persons  acting in  concert)  other than Bain  Capital,  Inc.,  Sun
Capital Partners,  Inc. or any of their Affiliates shall own in excess of 50% of
the voting stock of the Company (or the Person into which the Company shall have
been  merged  or  consolidated)  and have the right to elect a  majority  of the
members  of the Board or shall have  acquired  all or  substantially  all of the
consolidated assets of the Company and its subsidiaries; provided, however, that
any   transaction   after  which  the  Company  (or  any  other  entity   owning
substantially all of the consolidated  assets of the Company) becomes the direct
or  indirect  subsidiary  of an  entity  (but not  including  another  direct or
indirect  subsidiary) of which more than 50% of the voting stock is not owned by
a Person (or group of Persons acting in concert) other than Bain Capital,  Inc.,
Sun Capital Partners,  Inc. or any of their Affiliates (a "Related Transaction")
shall not be a Change in Control for purposes  hereof.  In  connection  with any
Related Transaction,  clause (ii) of Section 6(i) of the Plan shall apply and no
consent of the Optionee shall be required.

2.       Exercise of Option

         Each  election to exercise  this option shall be in writing,  signed by
the  Optionee  or by his or her  executor or  administrator  or by the person or
persons to whom this option is  transferred  by will or the  applicable  laws of
descent and  distribution  (the  "Legal  Representative"),  and  received by the
Company  at  its  principal  office,  accompanied  by  payment  in  full  of the
applicable  exercise price and by such additional  documentation  evidencing the
right to exercise (or, in the case of a Legal  Representative,  of the authority
of such person) as the Company may require.  The exercise  price may be paid (i)
in cash, bank cashier's check acceptable to the Company,  or money order payable
to the order of the Company or (ii) by any other means  acceptable  to the Board
in its sole discretion.

3.       Restrictions on Transfer

         If at the time this option is  exercised  the Company is a party to any
other agreement restricting the transfer of any outstanding shares of its Common
Stock,  this option may be  exercised  only if the Shares so  acquired  are made
subject to the transfer  restrictions  set forth in that  agreement  (or if more
than one such agreement is then in effect, the agreement or agreements specified
by the  Board);  provided  that such  Shares may be  appropriately  legended  to
reflect  the  foregoing  restrictions  or any other  restrictions  to which such
Shares may be subject.

4.       Withholding

         No Shares will be  transferred  pursuant to the exercise of this option
unless and until the person  exercising  this option shall have  remitted to the
Company an amount sufficient to satisfy any federal,  state or local withholding
tax  requirements,  or shall have made other  arrangements  satisfactory  to the
Company with respect to such taxes.

                                       -2-


<PAGE>



5.       Status Change

         Upon the  termination of the Optionee's  employment,  this option shall
terminate  as to  any  Shares  not  vested  immediately  prior  to  termination;
provided,  that the Board in its sole discretion may, but shall not be obligated
to, provide (either prior to or following  termination)  that any or all of such
portion of this  option  not  otherwise  vested  prior to  termination  shall be
treated as having become vested  immediately  prior to  termination.  As to that
number of Shares for which the option was vested,  or deemed vested by action of
the  Board,  immediately  prior to  termination,  it  shall  become  and  remain
exercisable as follows:

         (i)      if termination  occurs for any reason other than death,  for a
                  period of 90 days following such date of  termination,  but in
                  no event beyond the Expiration Date, or

         (ii)     if termination  occurs  because of death,  for a period of 180
                  days  following  such  date of  termination,  but in no  event
                  beyond the Expiration Date.

Notwithstanding  the  foregoing,  if the Optionee is terminated  "for cause" (as
defined in Section 6(h) of the Plan), this option shall immediately terminate as
to all Shares subject hereto,  whether or not vested  immediately  prior to such
termination for cause.

6.       Effect on Employment

         Neither  the grant of this  option,  nor the  issuance  of Shares  upon
exercise of this option, shall give the Optionee any right to be retained in the
employ  of the  Company,  affect  the  right  of the  Company  to  discharge  or
discipline  such  Optionee at any time,  or affect any right of such Optionee to
terminate his or her employment at any time.

7.       Provisions of the Plan

         This option is subject in its entirety to the provisions of the Plan, a
copy of which is furnished to the Optionee with this option.

8.       Confidential Information; Non-Compete; and Non-Solicitation

         The Optionee  hereby  agrees to hold and maintain as  confidential  and
private all proprietary  information belonging to or with respect to the Company
or any  Affiliate  of the  Company  of which he may have  knowledge  or  acquire
knowledge,  and  further  agrees not to disclose or divulge at any time any such
information  to any Person,  other than to the Company's  officers and employees
when  required in the  ordinary  course of business  of the  Company;  provided,
however,  that he may disclose any such  information (a) as has become generally
available  to the public,  (b) as may be required  in any report,  statement  or
testimony submitted to any municipal, state or Federal regulatory body having or
claiming to have jurisdiction over him,

                                       -3-


<PAGE>



(c) as may be required in response to any summons or  subpoena,  or (d) in order
to comply with any law, order, regulation or ruling applicable to him.

         At any time during  which the  Optionee  is  employed  by the  Company,
engaged as a consultant  or advisor to the Company,  or serving as a director of
the  Company  and for a  period  of  twenty-four  (24)  months  thereafter  (the
"Restrictive  Period") the Optionee  agrees that he will not, either directly or
indirectly,  engage  in  any  business  in  which  the  Company  or  any  of its
subsidiaries  shall  then be  engaged in (the  "Competing  Business"),  anywhere
within North America,  whether in such Optionee's  individual capacity, or as an
Affiliate, stockholder, director, consultant or advisor with any entity which is
engaged in the  Competing  Business or for any entity that is formed in whole or
in part for the purpose of engaging in the Competing  Business or which provides
consulting services to any entity engaged in the Competing Business.

         During the  Restrictive  Period,  the Optionee agrees that he will not,
either directly or indirectly,  employ or solicit,  entice or encourage to leave
the  employment  of the Company or any of the Company's  Affiliates,  any person
who, at any time during such period, is or was employed by the Company or any of
the Company's Affiliates.

9.      Specific Performance on Default; Termination of Option on Certain Events

         The parties acknowledge that the Company will be irreparably damaged if
the  covenants  contained  in  Section 8 hereof are not  specifically  enforced.
Should  any  controversy  arise  concerning  a  breach  by the  Optionee  of any
provision of Section 8 hereof, an order or injunction may be issued  restraining
any  such  breach  pending  the  determination  of  such  controversy,  and  the
resolution  thereof  shall be  enforceable  in a court of  equity by a decree of
specific  performance.  Such  remedy  shall,  however,  be  cumulative  and  not
exclusive,  and shall be in addition to any other remedies which the parties may
have.

         Notwithstanding  anything herein,  in the Plan or in any other document
to the contrary, in the event that the Optionee breaches any such covenants made
by the Optionee in Section 8 hereof, this option shall terminate  immediately as
to all Shares subject hereto, whether or not vested.

10.      Miscellaneous

         This Option  Certificate  and Agreement in all respects,  including all
matters of  construction,  shall be governed by and  construed  and  enforced in
accordance with the laws of the Commonwealth of Massachusetts, without regard to
any laws or rules governing conflicts of laws. By execution hereof, the Optionee
agrees that any controversy, dispute or claim arising out of or relating to this
Agreement  which cannot be settled by mutual  agreement shall be finally settled
by arbitration as follows:  Any party who is aggrieved shall deliver a notice to
the other  parties  hereto  setting  forth the specific  points in dispute.  Any
points  remaining  in dispute 45 days after the giving of such  notice  shall be
submitted to binding arbitration in the

                                       -4-


<PAGE>


State of Washington to the American  Arbitration  Association  ("AAA")  before a
single arbitrator mutually agreeable to the parties, and failing such agreement,
appointed in accordance  with AAA's  Arbitration  Rules (the "Rules"),  modified
only as herein expressly  provided.  The arbitrator may enter a default decision
against any party who fails to participate in the arbitration  proceedings after
having  been  notified  in  accordance  with  the  Rules.  The  decision  of the
arbitrator on the points in dispute will be final,  unappealable and binding and
judgment on the award may be entered in any court having  jurisdiction  thereof.
In  any  dispute  arising  from  or  in  connection  with  this  Agreement,  the
non-prevailing  party  shall  pay its own and the  prevailing  party's  fees and
expenses (including reasonable attorneys' fees).

         IN WITNESS  WHEREOF,  the Company has caused this option to be executed
under its corporate seal by its duly authorized officer.  This option shall take
effect as a sealed instrument.

                                      LABTEC INC.


                                      By:________________________________
                                           Title:
                                           Dated: _______ ___, 1999

Accepted and Agreed as of
________ ___, 1999:


--------------------------------
Name:

                                       -5-