AMERICAN BUILDINGS COMPANY

                             1994 STOCK OPTION PLAN

     1. Purpose. The purpose of the American Buildings Company 1994 Stock Option
Plan (the "Plan") is to enable American Buildings Company (the "Company") and
its stockholders to secure the benefits of common stock ownership by employees
of the Company and its subsidiaries. The Board of Directors of the Company (the
"Board") believes that the granting of options under the Plan will foster the
Company's ability to attract, retain and motivate those individuals who will be
largely responsible for the profitability and long-term future growth of the
Company.

     2. Stock Subject to the Plan. The Company may issue and sell a total of
580,000 shares of its common stock, $.01 par value (the "Common Stock"),
pursuant to the Plan. Such shares may be either authorized and unissued or held
by the Company in its treasury. New options may be granted under the Plan with
respect to shares of Common Stock which are covered by the unexercised portion
of an option which has terminated or expired by its terms, by cancellation or
otherwise.

     3. Administration. The Plan will be administered by a committee (the
"Committee") consisting of the Board or, at the option of the Board, at least
two directors appointed by and serving at the pleasure of the Board. If the
Board does not act as the Committee, the members of the Committee shall be
"non-employee directors" within the meaning and for the purposes of Rule 16(b)-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Subject to the provisions of the Plan, the Committee, acting in its sole and
absolute discretion, will have full power and authority to grant options under
the Plan, to interpret the provisions of the Plan, to fix and interpret the
provisions of option agreements made under the Plan, to supervise the
administration of the Plan, and to take such other action as may be necessary or
desirable in order to carry out the provisions of the Plan. A majority of the
members of the Committee will constitute a quorum. The Committee may act by the
vote of a majority of its members present at a meeting at which there is a
quorum or by unanimous written consent. The decision of the Committee as to any
disputed question, including questions of construction, interpretation and
administration, will be final and conclusive on all persons. The Committee will
keep a record of its proceedings and acts and will keep or cause to be kept such
books and records as may be necessary in connection with the proper
administration of the Plan.

     4. Eligibility. Options may be granted under the Plan to present or future
officers and employees of the Company or a subsidiary of the Company (a
"Subsidiary") within the meaning of Section 424(f) of the Internal Revenue Code
of 1986 (the "Code"), and to consultants to the Company or a Subsidiary who are
not employees. Options may not be granted to directors of the Company or a
Subsidiary who are not also employees of or consultants to the Company and/or a
Subsidiary. Subject to the provisions of the Plan, the Committee may from time
to time select the persons to whom options will be granted, and will fix the
number of shares covered by each such option and establish the terms and
conditions thereof, including, without limitation, the


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exercise price, restrictions on exercisability of the option and/or on the
disposition of the shares of Common Stock issued upon exercise thereof and
whether or not the option is to be treated as an incentive stock option within
the meaning of Section 422 of the Code (an "Incentive Stock Option").

     5. Terms and Conditions of Options. Each option granted under the Plan will
be evidenced by a written agreement in a form approved by the Committee. Each
such option will be subject to the terms and conditions set forth in this
paragraph and such additional terms and conditions not inconsistent with the
Plan (and, in the case of an Incentive Stock Option, not inconsistent with the
provisions of the Code applicable thereto) as the Committee deems appropriate.

          (a) Option Exercise Price. In the case of an option which is not
treated as an Incentive Stock Option, the exercise price per share may not be
less than the par value of a share of Common Stock on the date the option is
granted; and, in the case of an Incentive Stock Option, the exercise price per
share may not be less than 100% of the fair market value of a share of Common
Stock on the date the option is granted (110% in the case of an optionee who, at
the time the option is granted, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or a Subsidiary (a
"ten percent shareholder")). For purposes hereof, the fair market value of a
share of Common Stock on any date will be equal to the closing sale price per
share as published by a national securities exchange on which shares of the
Common Stock are traded on such date or, if there is no sale of Common Stock on
such date, the average of the bid and asked prices on such exchange at the
closing of trading on such date or, if shares of the Common Stock are not listed
on a national securities exchange on such date, the closing price or, if none,
the average of the bid and asked prices in the over the counter market at the
close of trading on such date, or if the Common Stock is not traded on a
national securities exchange or the over the counter market, the fair market
value of a share of the Common Stock on such date as determined in good faith by
the Committee.

          (b) Option Period. The period during which an option may be exercised
will be fixed by the Committee and will not exceed 10 years from the date the
option is granted (5 years in the case of an Incentive Stock Option granted to a
"ten percent shareholder").

          (c) Exercise of Options.

               (1) General. No option will become exercisable unless the person
to whom the option was granted remains in the continuous employ or service of
the Company or a Subsidiary for at least six months (or for such longer period
as the Committee may designate) from the date the option is granted. The
Committee may determine and set forth in the option agreement any additional
vesting or other restrictions on the exercisability of an option, subject to
earlier termination of the option as provided herein. All or part of the
exercisable portion of an option may be exercised at any time during the option
period. An option may be exercised by


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transmitting to the Company (a) a written notice specifying the number of shares
to be purchased, and (b) payment of the exercise price (or, if applicable,
delivery of a secured obligation therefor), together with the amount, if any,
deemed necessary by the Committee to enable the Company to satisfy its income
tax withholding obligations with respect to such exercise (unless other
arrangements acceptable to the Company are made with respect to the satisfaction
of such withholding obligations).

               (2) Securities Laws Compliance Required. Notwithstanding anything
in the Plan to the contrary, if the shares of Common Stock issuable upon
exercise of options granted under the Plan have not been registered under the
Securities Act of 1993, as amended, the Committee may condition the
exercisability of options upon compliance with applicable federal and state
securities laws.

          (d) Payment of Exercise Price. The purchase price of shares of Common
Stock acquired pursuant to the exercise of an option granted under the Plan may
be paid in cash and/or such other form of payment as may be permitted under the
option agreement, including, without limitation, previously-owned shares of
Common Stock. The Committee may permit the payment of all or a portion of the
purchase price in installments (together with interest) over a period of not
more than five years.

          (e) Rights as a Stockholder. No shares of Common Stock will be issued
in respect of the exercise of an option granted under the Plan until full
payment therefor has been made (and/or provided for where all or a portion of
the purchase price is being paid in installments). The holder of an option will
have no rights as a stockholder with respect to any shares covered by an option
until the date a stock certificate for such shares is issued to him or her.
Except as otherwise provided herein, no adjustments shall be made for dividends
or distributions of other rights for which the record date is prior to the date
such stock certificate is issued.

          (f) Nontransferability of Options. No option shall be assignable or
transferrable except upon the optionee's death to a beneficiary designated by
the optionee in accordance with procedures established by the Committee or, if
no designated beneficiary shall survive the optionee, pursuant to the optionee's
will or by the laws of descent and distribution. During an optionee's lifetime,
options may be exercised only by the optionee or the optionee's guardian or
legal representative.

          (g) Termination of Employment or Other Service. If an optionee ceases
to be employed by or to perform services for the Company and any Subsidiary for
any reason other than death or disability (defined below), then, unless extended
by the Committee acting in its sole discretion, each outstanding option granted
to him or her under the Plan will terminate on the date three months after the
date of such termination of employment or service, or, if earlier, the date
specified in the option agreement. If an optionee's employment or service is
terminated by reason of the optionee's death or disability (or if the optionee's
employment or service is terminated by reason of his or her disability and the
optionee dies within one year after such


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termination of employment or service), then, unless extended by the Committee,
acting in its sole discretion each outstanding option granted to the optionee
under the Plan will terminate on the date one year after the date of such
termination of employment or service (or one year after the later death of a
disabled optionee) or, if earlier, the date specified in the option agreement.
For purposes hereof, the term "disability" means the inability of an optionee to
perform the customary duties of his or her employment or other service for the
Company or a Subsidiary by reason of a physical or mental incapacity which is
expected to result in death or be of indefinite duration.

          (h) Incentive Stock Options. In the case of an Incentive Stock Option
granted under the Plan, at the time the option is granted, the aggregate fair
market value (determined at the time of grant) of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by the optionee during any calendar year may not exceed $100,000.

          (i) Maximum Option Grant. The maximum option grant which may be made
to an executive officer of the Company in any calendar year shall not cover more
than 50,000 shares.

          (j) Other Provisions. The Committee may impose such other conditions
with respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws, as
it may deem necessary or advisable.

     6. Change in Control; Capital Changes.

          (a) If any event constituting a "Change in Control of the Company"
shall occur, all Options granted under the Plan which are outstanding at the
time a Change of Control of the Company shall occur shall immediately become
exercisable. A "Change in Control of the Company" shall be deemed to occur if
(i) there shall be consummated (x) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of the Company's Common Stock would be converted into cash,
securities or other property, other than a merger of the Company in which the
holders of the Company's Common Stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (ii) the stockholders of the
Company shall approve any plan or proposal for liquidation or dissolution of the
Company, or (iii) any person (as such term is used in Section 13(d) and 14(d)(2)
of the Exchange Act), shall become the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of 40% or more of the Company's outstanding
Common Stock other than pursuant to a plan or arrangement entered into by such
person and the Company, or (iv) during any period of two consecutive years,
individuals who at the beginning of such period constitute the entire Board of
Directors shall cease for any reason to constitute a majority thereof unless the
election, or the


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nomination for election by the Company's stockholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period.

          (b) In the event of any stock split, stock dividend or similar
transaction which increases or decreases the number of outstanding shares of
Common Stock, appropriate adjustment shall be made by the Board of Directors to
the number and option exercise price per share of Common Stock which may be
purchased under any outstanding Options. In the case of a merger, consolidation
or similar transaction which results in a replacement of the Company's Common
Stock and stock of another corporation but does not constitute Change in Control
of the Company, the Company will make a reasonable effort, but shall not be
required, to replace any outstanding Options granted under the Plan with
comparable options to purchase the stock of such other corporation, or will
provide for immediate maturity of all outstanding Options, with all Options not
being exercised within the time period specified by the Board of Directors being
terminated.

          (c) In the event of any adjustment in the number of shares covered by
any option pursuant to the provisions hereof, any fractional shares resulting
from such adjustment will be disregarded and each such option will cover only
the number of full shares resulting from the adjustment.

          (d) All adjustments under this paragraph 6 shall be made by the Board,
and its determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive.

     7. Amendment and Termination of the Plan. The Board may amend or terminate
the Plan. Except as otherwise provided in the Plan with respect to equity
changes, any amendment which would increase the aggregate number of shares of
Common Stock as to which options may be granted under the Plan, materially
increase the benefits under the Plan, or modify the class of persons eligible to
receive options under the Plan shall be subject to the approval of the Company's
stockholders. No amendment or termination may affect adversely any outstanding
option without the written consent of the optionee.

          No Rights Conferred. Nothing contained herein will be deemed to give
any individual any right to receive an option under the Plan or to be retained
in the employ or service of the Company or any Subsidiary.

     8. Governing Law. The Plan and each option agreement shall be governed by
the laws of the State of Delaware.

     9. Decisions and Determinations of Committee to be Final. Except to the
extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are
final and binding.


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     10. Number of Shares of Common Stock; Reverse Stock Split Required. It is
expressly understood and agreed that the number of shares of Common Stock set
forth in paragraphs 2 and 5 of the Plan reflects and gives effect to the reverse
stock split of the Company's Common Stock approved by the Company's Board on
February 25, 1994 (the "Reverse Split"). Notwithstanding anything herein to the
contrary, the options granted hereunder may not be exercised unless and until
the amendment to the Company's Restated Certificate of Incorporation reflecting
the Reverse Split has been filed with the Secretary of State of Delaware.

     11. Term of the Plan. The Plan shall be effective as of February 25, 1994,
the date on which it was adopted by the Board, subject to the approval of the
stockholders of the Company within one year from the date of adoption by the
Board. The Plan will terminate on the date ten years after the date of adoption
by the Board, unless sooner terminated by the Board. The rights of optionees
under options outstanding at the time of the termination of the Plan shall not
be affected solely by reason of the termination and shall continue in accordance
with the terms of the option (as then in effect or thereafter amended).


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