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                           TRIDENT INTERNATIONAL, INC.

          SECOND AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN

1.       PURPOSE

      This Second Amended and Restated 1994 Stock Option and Grant Plan (the
"Plan"), which was first adopted as the 1994 Stock Option and Grant Plan
effective as of October 27, 1994, is intended as a performance incentive for
officers, employees, consultants, directors and other key persons of Trident
International, Inc. (formerly, Trident Holding Corp.) (the "Company") or its
Subsidiaries (as hereinafter defined) to enable the persons to whom options are
granted (the "Optionees") to acquire or increase a proprietary interest in the
success of the Company. The Company intends that this purpose will be effected
by the granting of incentive stock options ("Incentive Options") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
nonqualified stock options ("Nonqualified Options"). The term "Subsidiaries"
includes any corporations in which stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock is owned directly or
indirectly by the Company.

2.       OPTIONS TO BE GRANTED; ADMINISTRATION OF THE PLAN

         (a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options, and shall be designated as such at the time of grant. To
the extent that any option intended to be an Incentive Option shall fail to
qualify as an Incentive Option under the Code, such option shall be deemed to be
a Nonqualified Option. Each option granted hereunder shall be embodied in a
written agreement, as described in Section 4 hereof, that is signed by the
Optionee and an authorized officer of the Company.

         (b) The Plan shall be administered either by the Board of Directors of
the Company (the "Board of Directors") or by a committee (the "Option
Committee") of not fewer than two directors of the Company appointed by the
Board of Directors (in either case, the "Administrator"). None of the members of
the Option Committee shall be an officer or other full-time employee of the
Company. It is the intention of the Company that each member of the Option
Committee shall be a "Non-Employee Director" as that term is defined and
interpreted pursuant to Rule 16b-3(b)(3)(i) or any successor rule thereto
promulgated under the Securities Exchange Act of 1934, as amended (the "Act"),
and that, on and after the date the Plan becomes subject to Section 162(m) of
the Code, each member of the Option Committee shall be an "outside director" as
that term is defined and interpreted pursuant to Section 162(m) of the Code and
the regulations promulgated thereunder. Subject to the foregoing requirements of
Section 2(b), the Compensation Committee of the Board of Directors may serve as
the Option Committee. Action by the Option Committee shall require the
affirmative vote of a majority of all its members.
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         (c) Subject to the terms and conditions of the Plan, the Administrator
shall have the power:

                           (i) To determine from time to time the options to be
                  granted to eligible persons under the Plan and to prescribe
                  the terms and provisions (which need not be identical) of
                  options (including, without limitation, the number of shares
                  subject to each such option, the effects upon such options of
                  any change in control of the Company and any vesting
                  provisions with respect to such options) granted under the
                  Plan to such persons;

                           (ii) To construe and interpret the Plan and grants
                  thereunder and to establish, amend, and revoke rules and
                  regulations for administration of the Plan (including to
                  correct any defect or supply any omission, or reconcile any
                  inconsistency in the Plan, in any option agreement, or in any
                  related agreements, in the manner and to the extent the
                  Administrator shall deem necessary or expedient to make the
                  Plan fully effective);

                           (iii) To amend from time to time, as the
                  Administrator may determine is in the best interests of the
                  Company, the terms of any outstanding options, including
                  without limitation, to modify the vesting schedule, exercise
                  price or expiration date thereof in a manner not inconsistent
                  with the terms of the Plan; and

                           (iv) Generally, to exercise such powers and to
                  perform such acts as are deemed necessary or expedient to
                  promote the best interests of the Company with respect to the
                  Plan.

         All decisions and determinations by the Administrator in the exercise
         of these powers shall be final and binding upon the Company and the
         Optionees.

                  (d) Delegation of Authority to Grant Options. The
         Administrator, in its discretion, may delegate to the Chief Executive
         Officer of the Company or any Subsidiary all or part of the
         Administrator's authority and duties with respect to Options, including
         the granting thereof, to individuals who are not subject to the
         reporting and other provisions of Section 16 of the Act and, on and
         after the date the Plan becomes subject to Section 162(m) of the Code,
         who also are not "covered employees" within the meaning of Section
         162(m) of the Code. The Administrator may revoke or amend the terms of
         a delegation at any time, but such action shall not invalidate any
         prior actions of the Administrator's delegate or delegates that were
         consistent with the terms of the Plan.
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         3.       STOCK SUBJECT TO THE OPTIONS

         The stock granted under the Plan, or subject to the options granted
under the Plan, shall be shares of the Company's authorized but unissued Common
Stock, par value $.01 per share (the "Common Stock"), which may either be
authorized but unissued shares or treasury shares or shares previously reserved
for issuance upon exercise of options under the Plan, and allocable to one or
more options (or portions of options) which have expired or been canceled or
terminated (other than by exercise). The total number of shares that may be
issued under the Plan shall not exceed an aggregate of 1,000,000 shares of
Common Stock. Options with respect to no more than 250,000 shares of Common
Stock may be granted to any one individual during any one calendar year period.
Such number of shares shall be subject to adjustment as provided in Section 7
hereof.

         4.       ELIGIBILITY

                  (a) Incentive Options may be granted only to employees of the
         Company or its Subsidiaries, including members of the Board of
         Directors who are also employees of the Company or its Subsidiaries,
         who are eligible to receive an Incentive Option under the Code.
         Nonqualified Options may be granted to officers, other employees and
         directors of the Company or its Subsidiaries, and to consultants and
         other key persons who provide services to the Company or its
         Subsidiaries (regardless of whether they are also employees) and to
         such other persons as the Administrator may select from time to time,
         provided, however, that no Nonqualified Options may be granted under
         the Plan to any non-employee Directors of the Company except as
         provided in Section 4(d) hereof.

                  (b) No person shall be eligible to receive any Incentive
         Option under the Plan if, at the date of grant, such person
         beneficially owns stock representing in excess of ten percent of the
         voting power of all outstanding capital stock of the Company, unless
         notwithstanding anything in this Plan to the contrary (i) the purchase
         price for Common Stock subject to such option is at least 110% of the
         fair market value of such Common Stock at the time of the grant and
         (ii) the option by its terms is not exercisable more than five years
         from the date of grant thereof.

                  (c) Notwithstanding any other provision of the Plan, the
         aggregate fair market value (determined as of the time the option is
         granted) of the Common Stock with respect to which Incentive Options
         are exercisable for the first time by any individual during any
         calendar year (under all plans of the Company) shall not exceed
         $100,000. Any option granted under the Plan in excess of the foregoing
         limitations shall be deemed to be a Nonqualified Option.

                  (d) Each person who first becomes a non-employee member of the
         Board of Directors of the Company on or after December 1, 1995 shall
         automatically be granted
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         on the date such person first becomes a director a Nonqualified Option
         to purchase up to 5,000 shares of Common Stock, which option shall
         become exercisable on the first anniversary of the date of grant so
         long as such person continues to serve as a director of the Company on
         such anniversary date. Commencing after September 30, 1996, each
         non-employee member of the Board of Directors shall receive, on the
         date of each annual meeting of stockholders following such person's
         election as a Director, an option to purchase up to 5,000 shares of
         Common Stock, which option shall become exercisable ratably in four
         equal annual installments commencing on the first anniversary of such
         grant date and continuing for each of the next three anniversaries
         thereafter so long as such person continues to be a director of the
         Company on each such anniversary date, provided, that no such grant
         shall be made to any person first elected or appointed to the Board of
         Directors of the Company within six months prior to any such annual
         meeting of stockholders.

                           (i) The purchase price per share of Common Stock of
                  each Nonqualified Option granted to a non-employee member of
                  the Board of Directors pursuant to this Section 4(d) shall be
                  the fair market value of the Common Stock on the date the
                  option is granted.

                           (ii) Options granted under this Section 4(d) shall
                  expire no later than the tenth anniversary of the grant date.

                           (iii) The provisions of this Section 4(d) shall apply
                  only to automatic grants of Nonqualified Options to
                  non-employee directors, and shall not be deemed to modify,
                  limit or otherwise apply to any other provisions of the Plan
                  or to any option granted thereunder to any other person.

         5.       TERMS OF THE OPTION AGREEMENTS

         Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Administrator shall from time to time deem
appropriate. Option agreements need not be identical, but each option agreement
by appropriate language shall include the substance of all of the following
provisions:

                  (a) Expiration; Termination of Employment. Notwithstanding any
         other provision of the Plan or of any option agreement, each option
         shall expire on the date specified in the option agreement, which date
         in the case of any Incentive Option shall not be later than the tenth
         anniversary of the date on which the option was granted. If an
         Optionee's employment with the Company terminates for any reason, the
         Administrator may in its discretion provide, at any time, that any
         outstanding option granted to such Optionee under the Plan shall be
         exercisable for such period following termination of employment as may
         be specified by the Administrator, subject to the expiration date of
         such option; provided that no Incentive Options shall be exercisable
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         more than 90 days after the termination of the applicable Optionee's
         employment with the Company and its Subsidiaries.

                  (b) Exercise. Each option shall be exercisable in such
         installments (which need not be equal) and at such times as may be
         designated by the Administrator. To the extent not exercised,
         installments shall accumulate and be exercisable, in whole or in part,
         at any time after becoming exercisable, but not later than the date the
         option expires.

                  (c) Purchase Price. The purchase price per share of Common
         Stock subject to each option shall be determined by the Administrator;
         provided, however, that the purchase price per share of Common Stock
         subject to each Incentive Option shall be not less than the fair market
         value of the Common Stock on the date such Incentive Option is granted.
         For the purposes of the Plan, the fair market value of the Common Stock
         shall be determined in good faith by the Administrator; provided,
         however, that (i) if the Common Stock is admitted to quotation on the
         National Association of Securities Dealers Automated Quotation System
         ("NASDAQ") Small-Cap Market on the date the option is granted, the fair
         market value shall not be less than the average of the highest bid and
         lowest asked prices of the Common Stock on NASDAQ reported for such
         date or, if no prices were reported for such date, for the last date
         preceding such date for which prices were reported, (ii) if the Common
         Stock is admitted to trading on a national securities exchange or the
         NASDAQ National Market on the date the option is granted, the fair
         market value shall not be less than the closing price reported for the
         Common Stock on such exchange or system for such date or, if no sales
         were reported for such date, for the last date preceding such date for
         which a sale was reported, and (iii) the fair market value of the
         Common Stock on the effective date of the registration statement for
         the Company's initial public offering shall be the initial offering
         price.

                  (d) Rights of Optionees. No Optionee shall be deemed for any
         purpose to be the owner of any shares of Common Stock subject to any
         option unless and until (i) the option shall have been exercised
         pursuant to the terms thereof, (ii) all requirements under applicable
         law and regulations shall have been complied with to the satisfaction
         of the Company, (iii) the Company shall have issued and delivered the
         shares to the Optionee, and (iv) the Optionee's name shall have been
         entered as a stockholder of record on the books of the Company.
         Thereupon, the Optionee shall have full voting, dividend and other
         ownership rights with respect to such shares of Common Stock.

                  (e) Transfer. No option granted hereunder shall be
         transferable by the Optionee other than by will or by the laws of
         descent and distribution, and such option may be exercised during the
         Optionee's lifetime only by the Optionee, or his or her guardian or
         legal representative. Notwithstanding the foregoing, the Administrator
         may permit an optionee to transfer, without consideration for the
         transfer, a
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         Nonqualified Option to members of his immediate family, to trusts for
         the benefit of such family members, to partnerships in which such
         family members are the only partners, or to charitable organizations,
         provided that the transferee agrees in writing with the Company to be
         bound by all of the terms and conditions of this Plan and the
         applicable option agreement.

                  (f) Minimum Shares Exercisable. Option agreements may in the
         discretion of the Administrator set forth a minimum number of shares
         with respect to which an option may be exercised at any one time.

         6.       METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

                  (a) Any option granted under the Plan may be exercised by the
         Optionee in whole or in part by delivering to the Company on any
         business day a written notice specifying the number of shares of Common
         Stock the Optionee then desires to purchase (the "Notice").

                  (b) Payment for the shares of Common Stock purchased pursuant
         to the exercise of an option shall be made either: (i) in cash, or by
         certified or bank check or other payment acceptable to the Company,
         equal to the option exercise price for the number of shares specified
         in the Notice (the "Total Option Price"); (ii) if authorized by the
         applicable option agreement and if permitted by law, by delivery of
         shares of Common Stock that the optionee may freely transfer having a
         fair market value, determined by reference to the provisions of Section
         5(c) hereof, equal to or less than the Total Option Price, plus cash in
         an amount equal to the excess, if any, of the Total Option Price over
         the fair market value of such shares of Common Stock; or (iii) by the
         Optionee delivering the Notice to the Company together with irrevocable
         instructions to a broker to promptly deliver the Total Option Price to
         the Company in cash or by other method of payment acceptable to the
         Company; provided, however, that the Optionee and the broker shall
         comply with such procedures and enter into such agreements of indemnity
         or other agreements as the Company shall prescribe as a condition of
         payment under this clause (iii).

                  (c) The delivery of certificates representing shares of Common
         Stock to be purchased pursuant to the exercise of an option will be
         contingent upon the Company's receipt of the Total Option Price and of
         any written representations from the Optionee required by the
         Administrator, and the fulfillment of any other requirements contained
         in the option agreement or applicable provisions of law (including
         payment of any amount required to be withheld by the Company pursuant
         to applicable law).
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         7.       ADJUSTMENT UPON CHANGES IN CAPITALIZATION

                  (a) If the shares of the Company's Common Stock as a whole are
         increased, decreased, changed into or exchanged for a different number
         or kind of shares or securities of the Company, whether through
         reorganization, recapitalization, reclassification, stock dividend,
         stock split, combination of shares, exchange of shares, change in
         corporate structure or the like, an appropriate and proportionate
         adjustment shall be made in the number and kind of shares subject to
         the Plan, and in the number, kind, and per share exercise price of
         shares subject to unexercised options or portions thereof granted prior
         to any such change. In the event of any such adjustment in an
         outstanding option, the Optionee thereafter shall have the right to
         purchase the number of shares under such option at the per share price,
         as so adjusted, which the Optionee could purchase at the total purchase
         price applicable to the option immediately prior to such adjustment.

                  (b) Adjustments under this Section 7 shall be determined by
         the Administrator and such determinations shall be conclusive. The
         Administrator shall have the discretion and power in any such event to
         determine and to make effective provision for acceleration of the time
         or times at which any option or portion thereof shall become
         exercisable. No fractional shares of Common Stock shall be issued under
         the Plan on account of any adjustment specified above.

         8.       EFFECT OF CERTAIN TRANSACTIONS

         In the case of (i) the dissolution or liquidation of the Company, (ii)
a reorganization, merger, consolidation or other business combination in which
the Company is acquired by another entity (other than a holding company formed
by the Company) or in which the Company is not the surviving entity, or (iii)
the sale of greater than 50% of the fair market value of the assets of the
Company to another entity, the Plan and the options issued hereunder shall
terminate upon the effectiveness of any such transaction or event, unless
provision is made in connection with such transaction for the assumption of
options theretofore granted, or the substitution for such options of new options
of the successor entity or parent thereof, with appropriate adjustment as to the
number and kind of shares and the per share exercise prices, as provided in
Section 7. In the event of such termination, all outstanding options shall be
exercisable in full for at least fifteen days prior to the date of such
termination whether or not otherwise exercisable during such period.

         9.       TAX WITHHOLDING

                  (a) Payment by Optionee. Each Optionee shall, no later than
         the date as of which the value of any option granted hereunder or of
         any Common Stock issued upon the exercise of such option first becomes
         includible in the gross income of the Optionee for federal income tax
         purposes (the "Tax Date"), pay to the Company, or make
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         arrangements satisfactory to the Administrator regarding payment of any
         federal, state, or local taxes of any kind required by law to be
         withheld with respect to such income. In the event that an Optionee has
         not made the arrangements described in this Section 9(a) and has not
         made an election under Section 9(b) on or before the Tax Date, the
         Company is hereby authorized to withhold the amount of any federal,
         state or local taxes of any kind required by law with respect to such
         income from any payment otherwise due to the Optionee.

                  (b) Payment in Shares. Subject to approval by the
         Administrator, an Optionee may elect to have such tax withholding
         obligation satisfied, in whole or in part, by (i) authorizing the
         Company to withhold from shares of Common Stock to be issued pursuant
         to an option exercise a number of shares with an aggregate fair market
         value (determined by the Administrator in accordance with Section 5(c)
         as of the date the withholding is effected) that would satisfy the
         withholding amount due, or (ii) transferring to the Company shares of
         Common Stock owned by the Optionee with an aggregate fair market value
         (determined by the Administrator in accordance with Section 5(c) as of
         the date the withholding is effected) that would satisfy the
         withholding amount due.

         10.      AMENDMENT OF THE PLAN

         The Board of Directors may discontinue the Plan or amend the Plan at
any time, and from time to time, subject to any required regulatory approval,
provided that any such amendment is also approved by the stockholders of the
Company if it would materially increase the benefits accruing to Optionees under
the Plan, or to the extent required by the Code to ensure that Incentive Options
granted under the Plan are qualified under Section 422 of the Code or if
determined by the Administrator to be necessary or advisable for purposes of the
Act or otherwise. Except as otherwise provided, an amendment shall be binding
upon options previously granted under the Plan unless the amendment adversely
affects the rights of an Optionee, in which event the consent of the Optionee
shall be required with respect to any portion of such amendment having such
effect.

         11.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock or stock options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases. Neither the Plan nor any option granted hereunder shall be
deemed to confer upon any employee any right to continued employment with the
Company.
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         12.      GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW

                  (a) The obligation of the Company to sell and deliver shares
         of Common Stock with respect to options granted under the Plan shall be
         subject to all applicable laws, rules and regulations, including all
         applicable federal and state securities laws, and the obtaining of all
         such approvals by governmental agencies as may be deemed necessary or
         appropriate by the Administrator.

                  (b) The Plan shall be governed by Delaware law, except to the
         extent that such law is preempted by federal law.

         13.      EFFECTIVE DATE OF THE PLAN; STOCKHOLDER APPROVAL

         The Plan shall become effective upon the date that it is approved by
the Board of Directors of the Company; provided, however, that the Plan shall be
subject to the approval of the Company's stockholders in accordance with
applicable laws and regulations within twelve months of such effective date. No
options granted under the Plan prior to such stockholder approval may be
exercised until such approval has been obtained. No options may be granted under
the Plan after the tenth anniversary of the effective date of the Plan.

                                      * * *

APPROVED BY BOARD OF DIRECTORS:  DECEMBER 12, 1995

APPROVED BY STOCKHOLDERS:  JANUARY 15, 1996

AMENDED BY THE BOARD OF DIRECTORS:  FEBRUARY 26, 1997