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.)


1.       PURPOSE

         The purpose of this Amended and Restated 1997 Employee Stock Option
Plan (the "Plan") is to advance the interests of Labtec Inc., a Massachusetts
corporation (the "Company"), by enhancing the ability of the Company and its
Subsidiaries to attract and retain directors, employees, consultants or advisers
who are in a position to make significant contributions to the success of the
Company; to reward such individuals for their contributions; and to encourage
such individuals to take into account the long-term interests of the Company.
The Plan provides for the award of options to purchase shares of the Company's
Common Stock, par value $.01 per share (the "Stock").

2.       ELIGIBILITY FOR AWARDS

         Persons eligible to receive awards under the Plan shall be all
directors, including directors who are not employees of the Company and all
executive officers of the Company and its subsidiaries and other employees,
consultants and advisers who, in the opinion of the Board, are in a position to
make a significant contribution to the success of the Company and its
Subsidiaries. A Subsidiary for purposes of the Plan shall be a corporation in
which the Company owns, directly or indirectly, stock possessing 50% or more of
the total combined voting power of all classes of stock. Directors, including
directors who are not employees of the Company shall be eligible to receive
awards under the Plan to the extent that their eligibility would not disqualify
them as disinterested persons for purposes of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. Persons selected for awards under the Plan are referred to herein as
"participants."

3.       ADMINISTRATION

         The Plan shall be administered by the Board of Directors (the "Board")
of the Company or, if applicable, its successors. The Board shall have
discretionary authority, not inconsistent with the express provisions of the
Plan, (a) to grant awards consisting of options to such participants as the
Board may select; (b) to determine the time or times when awards shall be
granted and the number of shares of Stock subject to each award; (c) to
determine which options are, and which options are not, incentive options; (d)
to determine the terms and conditions of each award; (e) to prescribe the form
or forms of any instruments evidencing awards and any other instruments required
under the Plan and to change such forms from time to time; (f) to adopt, amend
and rescind rules and regulations for the administration of the Plan; and (g) to

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interpret the Plan and any award granted hereunder and to decide any questions
and settle all controversies and disputes that may arise in connection with the
Plan or any award granted hereunder. Such determinations of the Board shall be
conclusive and shall bind all parties. Subject to Section 8, the Board shall
also have the authority, both generally and in particular instances, to waive
compliance by a participant with any obligations to be performed by him or her
under an award, to waive any condition or provision of an award, and to amend or
cancel any award, which amendment or cancellation must have a neutral or
beneficial effect on the rights of a participant as determined by the Board (and
if an award is canceled, to grant a new award on such terms as the Board shall
specify); provided, however, that except as expressly provided in the Plan or in
an award granted hereunder, the Board may not take any action with respect to an
outstanding award that would adversely affect the rights of the participant
under such award without such participant's consent. Nothing in the preceding
sentence shall be construed as limiting the power of the Board to make
adjustments required by Section 5(c) and Section 6(i).

         The Board may, in its discretion, delegate some or all of its power
with respect to the Plan to a committee (the "Committee"), in which event all
references in this Plan (as appropriate) to the Board shall be deemed to refer
to the Committee. The Committee, if one is appointed, shall consist of at least
two directors. A majority of the members of the Committee shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members. Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members.

4.       EFFECTIVE DATE AND TERM OF PLAN

         The Plan became effective on October 8, 1997, the date on which it was
approved by the shareholders of Labtec Corporation, a Delaware corporation
("Labtec Delaware"). Grants of awards under the Plan may have been made prior to
that date (but after adoption of the Plan by the Board of Directors of Labtec
Delaware), subject to approval of the Plan by such shareholders.

         No awards shall be granted under the Plan after October 7, 2007, but
awards previously granted may extend beyond that date.

5.       SHARES SUBJECT TO THE PLAN

         (a) NUMBER OF SHARES. The aggregate number of shares of Stock that may
be the subject of awards granted under the Plan shall be determined by the Board
and shall be subject to adjustment as provided in Section 5(c). If any award
granted under the Plan terminates without having been exercised in full, or upon
exercise is satisfied other than by delivery of Stock, the number of shares of
Stock as to which such award was not exercised shall be available for future
grants within the limits set forth in this Section 5(a).

         (b) STOCK TO BE DELIVERED. Stock delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired

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by the Company and held in its treasury. No fractional shares of Stock shall be
delivered under the Plan.

         (c) CHANGES IN STOCK. In the event the Company (i) pays a dividend on
the Stock in shares of Stock or makes a distribution on the Stock in shares of
Stock, (ii) subdivides its outstanding shares of Stock into a greater number of
shares, (iii) combines its outstanding shares of Stock into a smaller number of
shares, (iv) makes a distribution on the Stock in shares of its capital stock
other than Stock, (v) issues by reclassification of its Stock any shares of its
capital stock, or (vi) changes its capital stock, then the number and kind of
shares of Stock of the Company subject to awards then outstanding or
subsequently granted under the Plan, the exercise price of such awards, the
maximum number of shares of Stock that may be delivered under the Plan, and
other relevant provisions shall be appropriately adjusted by the Board, whose
determination shall be binding on all Persons.

         The Board, in its sole discretion, may also, but shall be under no
obligation to, adjust the number of shares subject to outstanding awards and the
exercise price and other terms of outstanding awards to take into consideration
material changes in accounting practices or principles of the Company or its
Subsidiaries, extraordinary dividends, consolidations or mergers (except those
described in Section 6(i)), acquisitions or dispositions of stock or property or
any other event if it is determined by the Board, in its sole discretion, that
such adjustment is necessary, advisable or appropriate so that the options
granted hereunder constitute a continuing incentive or so as to avoid distortion
in the operation of the Plan.

6.       TERMS AND CONDITIONS OF OPTIONS

         (a) EXERCISE PRICE OF OPTIONS.  The exercise price of each option shall
be determined by the Board.

         (b) DURATION OF OPTIONS. An option shall be exercisable during such
period or periods as the Board may specify. The latest date on which an option
may be exercised (the "Expiration Date") shall be the date which is ten years
from the date the option was granted or such earlier date as the Board may
specify at the time the option is granted. At the time an option is granted, the
Board may specify conditions or events the occurrence of which would permit the
Company to terminate options granted to a participant, whether or not such
options are exercisable at the time of such occurrence.

         (c) EXERCISE OF OPTIONS.

                  (1)      An option shall become exercisable at such time or
                           times and upon such conditions as the Board shall
                           specify. In the case of an option not immediately
                           exercisable in full, the Board may at any time
                           accelerate the time at which all or any part of the
                           option may be exercised.


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                  (2)      Any Person entitled to exercise an option in
                           accordance with the terms hereof and desiring to do
                           so shall exercise an option by delivering a written
                           notice to the Company signed by such Person and shall
                           be accompanied by (i) such documents as may be
                           required by the Board and (ii) payment in full in
                           good funds by any means acceptable to the Board in
                           its sole discretion for the number of shares for
                           which the option is exercised. Such notice shall
                           state the number of shares in respect to which such
                           option is being exercised.

                  (3)      The Board shall have the right to require that the
                           participant exercising the option remit to the
                           Company an amount sufficient to satisfy any federal,
                           state, or local withholding tax requirements (or make
                           other arrangements satisfactory to the Company with
                           regard to such taxes) prior to the delivery of any
                           certificates representing Stock pursuant to the
                           exercise of the option. If permitted by the Board,
                           either at the time of the grant of the option or the
                           time of exercise, the participant may elect, at such
                           time and in such manner as the Board may prescribe,
                           to satisfy such withholding obligation by (i)
                           delivering to the Company Stock (which, in the case
                           of Stock acquired from the Company shall have been
                           owned by the participant for at least six months
                           prior to the delivery date) having a fair market
                           value equal to such withholding obligation, or (ii)
                           requesting that the Company withhold from the Stock
                           to be delivered upon the exercise a number of shares
                           of Stock having a fair market value equal to such
                           withholding obligation.

                  (4)      If any option is exercised by the executor or
                           administrator of a deceased participant, or by the
                           Person or Persons to whom the option has been
                           transferred by the participant's will or the
                           applicable laws of descent and distribution, the
                           Company shall be under no obligation to deliver Stock
                           pursuant to such exercise until the Company is
                           satisfied as to the authority of the Person or
                           Persons exercising the option.

         (d)      [Intentionally omitted.]

         (e) RIGHTS AS STOCKHOLDER; DELIVERY OF STOCK. A participant shall not
have the rights of a shareholder with regard to awards under the Plan unless and
until a certificate or certificates representing the purchase shares of Stock
are duly issued and delivered to the participant. No adjustment shall be made
for dividends or other rights for which the record date is prior to the date
upon which such stock certificate is issued.

         Upon exercise of an option, the Company shall not be obligated to
deliver any certificates representing the Stock (i) until, in the opinion of the
Company's counsel, the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Act") and all other

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applicable federal, state and foreign laws and regulations have been complied
with, (ii) if the outstanding Stock is at the time listed on any stock exchange,
until the shares to be delivered have been listed or authorized to be listed on
such exchange upon official notice of issuance and (iii) until all other legal
matters in connection with the issuance and delivery of such Stock have been
approved by the Company's counsel. If the sale of Stock has not been registered
under the Act, the Company may require, as a condition to exercise of the
option, (A) such representations, warranties or agreements as the Company may
deem necessary or desirable in order to assure compliance with the Act and all
other applicable federal, state and foreign laws and regulations or as may
otherwise be reasonably requested by the Company and (B) that the certificates
evidencing such Stock bear an appropriate legend restricting transfer. Nothing
in this paragraph shall modify or otherwise effect the provisions applicable to
the Shares under, or the obligations of the participant to, the Stockholders
Agreement.

         (f) NONTRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine, no award may be transferred other than by will or by the laws of
descent and distribution and during a participant's lifetime, an award may be
exercised only by the participant.

         (g) DEATH. Except as set forth in a stock option award, if a
participant dies, each award held by the participant immediately prior to death
may be exercised, to the extent it was exercisable immediately prior to death,
by his executor or administrator, or by the Person or Persons to whom the award
is transferred by will or the applicable laws of descent and distribution, at
any time within the period ending 180 days (or such longer or shorter period as
the Board may determine) after the participant's death but in no event beyond
the Expiration Date. All awards held by a participant immediately prior to death
that are not then exercisable shall terminate on the date of death.

         (h) OTHER TERMINATION OF SERVICE. Except as set forth in a stock option
award, if a participant's employment or other service relationship with the
Company and its Subsidiaries terminates prior to the Expiration Date for any
reason, other than death, the following shall apply:

                  (1)      Options that are not exercisable immediately prior to
                           the termination of employment shall terminate, except
                           that the Board, in its sole discretion, may, but
                           shall not be obligated to, provide that the
                           participant or beneficiary receive in cash, with
                           respect to each share of Stock to which an option
                           relates, the excess of (i) the share's fair market
                           value on the date of the participant's termination,
                           over (ii) the option exercise price.

                  (2)      To the extent exercisable immediately prior to
                           termination of employment or other service, the
                           option shall continue to be exercisable thereafter
                           during the period prior to the Expiration Date and
                           within 90 days following the termination (or such
                           longer period as the Board may determine but in no
                           event beyond the Expiration Date), unless the
                           participant's employment or other service is
                           terminated "for cause" as defined in (3) below, in
                           which

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                           case all awards shall terminate immediately. Except
                           as otherwise provided in an award, after completion
                           of the 90-day period, such awards shall terminate to
                           the extent not previously exercised, expired, or
                           terminated.

                  (3)      The following, as determined by the Board in its
                           reasonable judgment, shall constitute termination for
                           "cause": (i) failure or refusal to carry out the
                           lawful duties of the participant set forth in any
                           employment agreement between the participant and the
                           Company or any of its subsidiaries or any directions
                           of the Board or senior management of the Company,
                           which directions are reasonably consistent with the
                           duties performed or to be performed by the
                           participant, for a period of 15 days following
                           written notice of such refusal or failure, unless, in
                           the reasonable judgment of the Board, no cure is
                           possible or such 15-day period would subject the
                           Company or any of its subsidiaries to unreasonable
                           risk; (ii) violation by the participant of a state or
                           federal criminal law involving the commission of a
                           crime against the Company or any of its subsidiaries
                           or a felony which is determined by the Board to be
                           harmful to the business or reputation of the Company
                           or any of its subsidiaries; or (iii) abuse by the
                           participant of alcohol or controlled substances;
                           deception, fraud, material misrepresentation or
                           dishonesty by the participant; any incident
                           materially compromising the participant's reputation
                           or ability to represent the Company with the public;
                           any act or omission of the participant which
                           substantially impairs the business, good will or
                           reputation of the Company or any of its subsidiaries;
                           provided, however, that, if the participant and the
                           Company are parties to an employment agreement
                           relating to the employment of such participant by the
                           Company and such employment agreement contains a
                           definition of "Cause" (or other similar term) similar
                           in intent to the immediately preceding definition and
                           relating to the termination by the Company of such
                           employment, the definition of "Cause" for purposes of
                           this Plan shall further include any other actions or
                           circumstances constituting "Cause" for purposes of
                           such employment agreement, but only with respect to
                           such participant.

         In the case of a participant who is not an employee, provisions
relating to the exercisability of options following termination of service shall
be specified in the award. If not so specified, all options held by such
participant that are not then exercisable shall terminate upon termination of
service. No option shall be exercised or surrendered in exchange for a cash
payment after the Expiration Date.

         In the case of any award, the Board may provide for post-termination
exercise provisions different from those expressly set forth in this Section
6(h), including without limitation terms allowing a later exercise by a former
employee, consultant or advisor (or, in the case of a former employee,
consultant or advisor who is deceased, the person or person to whom the award is

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transferred by will or the laws of descent and distribution) as to all or any
portion of the award not exercisable immediately prior to termination of
employment or other service, but in no case may an award be exercised after the
Expiration Date.

         (i) ACQUISITION EVENT. Except as set forth in a stock option award
(including an option certificate and agreement evidencing such award), in
connection with an Acquisition Event (as defined below), at least 10 days prior
to the effective date of any such Acquisition Event, the Board shall, at the
option of the participant, either (i) make all outstanding awards fully vested
and exercisable immediately prior to the consummation of such Acquisition Event
and the participant shall be permitted to exercise any or all such exercisable
options in connection with such Acquisition Event, or (ii) if there is a
surviving or acquiring corporation, convert any or all options to replacement
options in the surviving or acquiring corporation such that if such replacement
options were fully exercisable and actually exercised immediately after
consummation of the Acquisition Event, the shares issuable upon such exercise
would represent the percentage of the common stock of the surviving or acquiring
corporation that such participant would have held immediately after the
consummation of the Acquisition Event if such participant had exercised the
options granted to him or her pursuant to this Plan (assuming such options had
become fully exercisable) and held the shares of Stock issuable upon such
exercise immediately prior to such Acquisition Event. An "Acquisition Event"
shall mean (A) any consolidation or merger in which the Company is not the
surviving corporation or which results in the acquisition of substantially all
the Company's outstanding capital stock by a single Person or entity or by a
group of Persons and/or entities acting in concert, or (B) any sale or transfer
of substantially all the Company's assets. The Company will use commercially
reasonable efforts to send notice of an Acquisition Event to all participants 20
days prior to the occurrence of such Acquisition Event.

         The Board may grant awards under the Plan in substitution for awards
held by directors, employees, consultants or advisers of another corporation who
concurrently become directors, employees, consultants or advisers of the Company
or a Subsidiary of the Company as a result of a merger or consolidation of that
corporation with the Company or a Subsidiary of the Company, or as the result of
the acquisition by the Company or a Subsidiary of the Company of property or
stock of that corporation. The Company may direct that substitute awards be
granted on such terms and conditions as the Board considers appropriate in the
circumstances.

7.       EMPLOYMENT RIGHTS

         Neither the adoption of the Plan nor the grant of awards shall confer
upon any participant any right to continue as a director of, an employee of, or
consultant or adviser to, the Company or any parent or Subsidiary or affect in
any way the right of the Company or parent or Subsidiary to terminate such
participant's relationship at any time. Except as specifically provided by the
Board in any particular case, the loss of existing or potential profit in awards
granted under this Plan shall not constitute an element of damages in the event
of termination of the relationship of a participant even if the termination is
in violation of an obligation of the Company to the participant by contract or
otherwise, it being understood that the preceding clause shall in no way

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affect those options which have become exercisable and which have been exercised
by the participant in accordance with this Plan or the option certificate issued
pursuant to this Plan.

8.       EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

         Neither adoption of the Plan nor the grant of awards to a participant
shall affect the Company's right to make awards to such participant that are not
subject to the Plan, to issue to such participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued.

         The Board may at any time discontinue granting awards under the Plan.
With the consent of the participant, the Board may at any time cancel an
existing award in whole or in part and grant another award for such number of
shares as the Board specifies. The Board may at any time or times amend the Plan
or any outstanding award for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other purpose that may at
the time be permitted by law, which amendments must have a neutral or beneficial
effect on the rights of participants as determined by the Board, or may at any
time terminate the Plan as to any further grants of awards; provided, however,
that except as expressly provided in the Plan or in an award granted hereunder,
no such amendment shall adversely affect the rights of any participant (without
his or her consent) under such award.

9.       GOVERNING LAW

         The Plan shall in all respects, including all matters of construction,
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.

10.      DEFINITIONS

         When used in the Plan, the following terms shall have the meanings
specified:

         "Affiliate" shall mean, with respect to any specified Person, any other
Person which directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person (for
the purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise).

         "Person" shall mean any individual, partnership, corporation, company,
association, trust, joint venture, unincorporated organization or entity, or any
government, governmental department or agency or political subdivision thereof.

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