<PAGE>   1

                                                                    Exhibit 10.9


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                             1996 STOCK OPTION PLAN



                                       OF


                                    COHR INC.





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<PAGE>   2



                          ----------------------------

                                TABLE OF CONTENTS
                          ----------------------------

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
         <S>                                                                                 <C>
                                           ARTICLE I.

                                           DEFINITIONS
         Section 1.1  General..................................................................1

                                           ARTICLE II.

                                     SHARES SUBJECT TO PLAN

         Section 2.1  Shares Subject to Plan...................................................3
         Section 2.2  Unexercised Options and Other Rights.....................................4
         Section 2.3  Effect of Certain Exercises..............................................4

                                          ARTICLE III.

                                       GRANTING OF OPTIONS

         Section 3.1  Key Employee Eligibility.................................................4
         Section 3.2  Nonemployee Director Eligibility.........................................5

                                           ARTICLE IV.

                                        TERMS OF OPTIONS

         Section 4.1  Option Agreement.........................................................5
         Section 4.2  Option Price.............................................................5
         Section 4.3  Option Term..............................................................6
         Section 4.4  Option Vesting...........................................................6

                                           ARTICLE V.

                                       EXERCISE OF OPTIONS

         Section 5.1  Exercise Rights..........................................................8
         Section 5.2  Partial Exercise.........................................................9
         Section 5.3  Manner of Exercise.......................................................9
         Section 5.4  Transfer of Shares to an Employee........................................9
         Section 5.5  Certain Timing Requirements.............................................10
</TABLE>


                                          -i-

<PAGE>   3


<TABLE>
         <S>                                                                                 <C>
         Section 5.6  Conditions to Issuance of Stock Certificates............................10
         Section 5.7  Rights as Stockholders..................................................10

                                           ARTICLE VI.

                                         ADMINISTRATION

         Section 6.1  Compensation Committee..................................................11
         Section 6.2  Duties and Powers of Committee..........................................11
         Section 6.3  Actions by the Committee................................................11
         Section 6.4  Compensation; Professional Assistance; Good Faith Actions...............11
         Section 6.5  No Liability............................................................11
         Section 6.6  Indemnification.........................................................12

                                          ARTICLE VII.

                                    MISCELLANEOUS PROVISIONS

         Section 7.1  Not Transferable........................................................12
         Section 7.2  Amendment or Termination of this Plan...................................12
         Section 7.3  Changes in Common Stock or Assets of the Company........................12
         Section 7.4  Change in Control.......................................................13
         Section 7.5  Approval of Plan by Stockholders........................................14
         Section 7.6  Tax Withholding.........................................................14
         Section 7.7  Limitations Applicable to Section 16 Persons............................15
         Section 7.8  Effect of Plan Upon Options and Compensation Plans......................15
         Section 7.9  Non-qualified Stock Options.............................................16
         Section 7.10  Compliance with Laws...................................................16
         Section 7.11  Titles.................................................................16
         Section 7.12  Governing Law..........................................................16
         Section 7.13  Severability...........................................................16
</TABLE>

                                      -ii-

<PAGE>   4

                       1996 STOCK OPTION PLAN OF COHR INC.


         The 1996 Stock Option Plan of COHR Inc. (the "Plan"), as established by
COHR Inc., a Delaware corporation (the "Company"), effective October 14, 1996,
is hereby amended and restated as set forth herein effective June 17, 1997.

         The purposes of this Plan are as follows:

                  (a) To provide an additional incentive for officers and
         eligible managerial employees ("Key Employees") and nonemployee members
         of the Company's Board of Directors ("Nonemployee Directors") to
         further the growth, development and financial success of the Company by
         personally benefitting through the ownership of Company stock and/or
         rights which recognize such growth, development and financial success.

                  (b) To enable the Company to obtain and retain the services of
         Key Employees and Nonemployee Directors considered essential to the
         long-range success of the Company by offering them an opportunity to
         own stock in the Company and/or rights which will reflect the growth,
         development and financial success of the Company.


                                   ARTICLE I.

                                   DEFINITIONS

         Section 1.1 General. Wherever the following terms are used in this Plan
they shall have the meaning specified below, unless the context clearly
indicates otherwise.

         "Affiliate" shall have the same meaning as in Rule 12b-2 of the
Exchange Act.

         "Beneficiary" shall mean the person or persons properly designated by
the Optionee, including the Optionee's spouse or heirs at law, to exercise such
Optionee's rights under this Plan in the event of the Optionee's death, or if
the Optionee has not designated such person or persons, or such person or
persons shall all have predeceased the Optionee, the executor or administrator
of the Optionee's estate. Designation, revocation and redesignation of
Beneficiaries must be made in writing in accordance with rules established by
the Committee and shall be effective upon delivery to the Committee.

         "Board" shall mean the Board of Directors of the Company.

         "Bylaws" shall mean the Bylaws of the Company, as amended from time to
time.

         "Change of Control" shall be defined at Section 7.4.

                                       -1-

<PAGE>   5

         "Code" shall mean the Internal Revenue Code of 1986, as amended, and
regulations and rulings thereunder. References to a particular section of the
Code shall include references to successor provisions.

         "Committee" shall mean the Compensation Committee of the Board,
appointed as provided in Section 6.1 and the Bylaws of the Company.

         "Common Stock" shall mean the common stock of the Company.

         "Company" shall mean COHR Inc., a Delaware corporation, and any
successor corporation thereto, whether by reorganization, merger, consolidation
or otherwise.

         "Director" shall mean a member of the Board.

         "Effective Date" shall mean June 17, 1997.

         "Employee" shall mean any employee (as defined in accordance with
Section 3401(c) of the Code) of the Company.

         "Expiration Date" shall mean the last day of the term of an Option as
established in Section 4.3.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Fair Market Value" of a share of Common Stock as of a given date shall
mean:

                  (i) if the Common Stock is listed on a national securities
         exchange or authorized for quotation on the National Association of
         Securities Dealers Inc.'s NASDAQ National Market ("NASDAQ/NMS"), the
         closing price, regular way, of the Common Stock on such exchange or
         NASDAQ/NMS, as the case may be, or if no such reported sale of the
         Common Stock shall have occurred on such date, on the next preceding
         date on which there was such a reported sale, or

                  (ii) if the Common Stock is not listed for trading on a
         national securities exchange or authorized for quotation on NASDAQ/NMS,
         the average of the closing bid and asked prices as reported by the
         National Association of Securities Dealers Automated Quotation System
         ("NASDAQ"), or, if no such prices shall have been so reported for such
         date, on the next preceding date for which such prices were so
         reported, or

                  (iii) if the Common Stock is not listed for trading on a
         national securities exchange and is not authorized for quotation on
         NASDAQ/NMS or NASDAQ, the fair market value of the Common Stock as
         determined in good faith by the Committee.


                                       -2-

<PAGE>   6

         "Key Employee" shall mean any officer or other managerial Employee, as
designated from time to time by the Committee.

         "Nonemployee Director" shall mean a member of the Board who is not an
Employee of the Company.

         "Option" shall mean a stock option granted pursuant to this Plan.

         "Optionee" shall mean a Participant.

         "Participant" shall mean a person who has been granted an Option
pursuant to this Plan.

         "Plan" shall mean this 1996 Stock Option Plan of COHR Inc.

         "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act,
as such Rule may be amended in the future.

         "Subsidiary" shall mean a United States or foreign corporation with
respect to which the Company owns, directly or indirectly, 50% or more of the
then-outstanding common stock.

         "Termination of Employment" shall mean the time when the
employee-employer relationship between the Optionee and the Company is
terminated for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, permanent and total disability or
retirement; but excluding (i) terminations where there is a simultaneous
reemployment or continuing employment of an Optionee by the Company and (ii) at
the discretion of the Committee, terminations which result in a temporary
severance of the employee-employer relationship that do not exceed one (1) year.
The Committee, in its absolute discretion, shall determine the effect of all
other matters and questions relating to Termination of Employment.
Notwithstanding any other provision of this Plan, the Company has an absolute
and unrestricted right to terminate an Employee's employment at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.


                                   ARTICLE II.

                             SHARES SUBJECT TO PLAN

         Section 2.1 Shares Subject to Plan. The shares subject to Options shall
be Common Stock, initially shares of the Company's common stock, no par value
per share, as presently constituted, and the aggregate number of such shares
which may be issued upon exercise of such options shall not exceed 300,000
shares. The number of shares for which Options may

                                       -3-

<PAGE>   7

be granted to any Participant in any calendar year shall not exceed 100,000.
Such total numbers of shares specified in the prior two sentences shall be
adjusted in accordance with the provisions of Section 7.3. The shares of Common
Stock issuable upon exercise or grant of an Option may be either previously
authorized but unissued shares or issued shares which have been repurchased by
the Company.

         Section 2.2 Unexercised Options and Other Rights. If any Option expires
or is cancelled without having been fully exercised, the number of shares
subject to such Option but as to which such Option was not exercised prior to
its expiration or cancellation shall not be charged against the maximum number
of shares of Common Stock that may be issued under this Plan.

         Section 2.3 Effect of Certain Exercises. If any shares of Common Stock
issuable pursuant to any Option are surrendered to the Company as payment for
the exercise price of said Option, the number of shares of Common Stock issuable
but so surrendered shall be charged against the maximum number of shares of
Common Stock that may be issued under this Plan. In the event the Company
withholds shares of Common Stock for tax withholding purposes pursuant to
Section 7.6 hereof, the number of shares that would have been issuable but that
are withheld pursuant to the provisions of Section 7.6 shall be charged against
the maximum number of shares of Common Stock that may be issued under this Plan.


                                  ARTICLE III.

                               GRANTING OF OPTIONS

         Section 3.1  Key Employee Eligibility.

                  (a)      Key Employees selected by the Committee, in its
         absolute discretion, shall be eligible to be granted one or more
         Options under the Plan. The Committee shall from time to time, in its
         absolute discretion:

                           (i)   Determine which Employees are Key Employees
                  and, from the Key Employees, which Key Employees shall be
                  granted Options under the Plan.

                           (ii)  Determine the number of shares to be subject to
                  each such Option granted to eligible Key Employees; and

                           (iii) Determine the terms and conditions of each such
                  Option, consistent with this Plan.

                  (b) Following the determination of the award to be granted to
         an eligible Key Employee, the Committee shall instruct the Secretary of
         the Company to issue the 

                                       -4-

<PAGE>   8

         Option to such Key Employee and may impose such conditions on the grant
         of the Option as it deems appropriate. Section 3.2  Nonemployee
         Director Eligibility.

                  (a) Nonemployee Directors selected by the Committee, in its
         absolute discretion, shall be eligible to be granted one or more
         Options under the Plan. The Committee shall, from time to time, in its
         absolute discretion:

                           (i)   Determine which Nonemployee Directors,
                  including Nonemployee Directors serving on the Board on the
                  date this Plan is adopted and Nonemployee Directors thereafter
                  elected to the Board, shall be granted Options under the Plan;

                           (ii)  Determine the number of shares to be subject to
                  each such Option granted to eligible Nonemployee Directors;
                  and

                           (iii) Determine the terms and conditions of each such
                  Option, consistent with this Plan.

                  (b) Following the determination of the award to be granted to
         an eligible Nonemployee Director, the Committee shall instruct the
         Secretary of the Company to issue the Option to such Nonemployee
         Director and may impose such conditions on the grant of the Option as
         it deems appropriate.


                                   ARTICLE IV.

                                TERMS OF OPTIONS

         Section 4.1 Option Agreement. Each Option shall be evidenced by a
written stock option agreement, which shall be executed by the Optionee and an
authorized officer of the Company and which shall contain the Option exercise
price, the terms for payment of the exercise price, the duration of the Option,
the number of shares of Common Stock to which the Option pertains, the terms of
the vesting schedule by which the Participant's rights under the Option become
nonforfeitable and such other terms and conditions as the Committee determines
appropriate, consistent with this Plan.

         Section 4.2  Option Price.

                  (a) Except as provided at Subsection (b), the price per share
         of the shares subject to each Option shall be set by the Committee;
         provided, however, that such price shall be no less than the stated par
         value of a share of Common Stock, if any, and

                                       -5-

<PAGE>   9

         shall in all cases be no less than the Fair Market Value of a share of
         Common Stock as of the date the Option is granted.

                  (b) The price per share of the shares subject to each Option
         granted to Nonemployee Directors pursuant to Section 3.2(a) shall in
         each case be equal to the Fair Market Value of a share of Common Stock
         as of the date the Option is granted.

         Section 4.3 Option Term. Subject to earlier termination as provided
herein, the term of an Option shall be ten (10) years from the date the Option
is granted. The last day of the term of the Option shall be the Option's
Expiration Date.

         Section 4.4  Option Vesting.

                  (a) For each Optionee who is a Nonemployee Director, unless
         otherwise determined by the Committee, the Optionee's right to exercise
         an Option shall at all times be 100% vested.

                  (b) For each Optionee who is a Key Employee, unless otherwise
         determined by the Committee, the Optionee's right to exercise an Option
         shall be immediately and automatically 25% vested upon the grant of the
         Option and thereafter shall become vested in accordance with the
         following schedule:

<TABLE>
<CAPTION>
                             Anniversary of
                          Date Option Granted       Percentage Vested
                          -------------------       -----------------
                          <S>                       <C>
                           First Anniversary               50%
                           Second Anniversary              75%
                           Third Anniversary              100%
</TABLE>


         An Optionee may not exercise any part of an Option which is not vested.
         At any time after the grant of an Option, the Committee may, in its
         sole discretion and subject to whatever terms and conditions it
         determines appropriate, accelerate the period during which an Option
         vests hereunder.

                  (c) Notwithstanding Subsection (b), in the event of an
         underwritten public offering of Common Stock by the Company or by an
         Affiliate of the Company on or after January 1, 1997, each Optionee who
         is a Key Employee shall automatically become 50% vested in the
         nonvested portion of the Option awarded to such Optionee, determined as
         of the date of the underwritten public offering. In such event, the
         nonvested portion of the Option awarded to an Optionee, after
         application of this Subsection (c), shall thereafter become vested as
         follows:

                                       -6-

<PAGE>   10

                           (i)      If the underwritten public offering occurs
         prior to the first anniversary of the date the Option is granted, then:

<TABLE>
<CAPTION>
                             Anniversary of
                          Date Option Granted       Percentage Vested
                          -------------------       -----------------
                          <S>                       <C>
                           First Anniversary              33 1/3%
                           Second Anniversary             66 2/3%
                           Third Anniversary             100%
</TABLE>

                           (ii) If the underwritten public offering occurs after
                  the first anniversary but prior to the second anniversary of
                  the date the Option is granted, then:

<TABLE>
<CAPTION>
                             Anniversary of
                          Date Option Granted       Percentage Vested
                          -------------------       -----------------
                          <S>                       <C>
                           Second Anniversary             50%
                           Third Anniversary             100%
</TABLE>

                           (iii) If the underwritten public offering occurs
                  after the second anniversary but prior to the third
                  anniversary of the date the Option is granted, then:

<TABLE>
<CAPTION>
                             Anniversary of
                          Date Option Granted       Percentage Vested
                          -------------------       -----------------
                          <S>                       <C>
                           Third Anniversary              100%
</TABLE>

                  (d) Notwithstanding Subsection (b), in the event of a Change
         in Control, each Optionee who is a Key Employee shall automatically
         become 100% vested in the Option awarded to such Optionee even if the
         Change of Control shall occur prior to the third anniversary of the
         date an Option is granted to the Optionee.

                  (e) No portion of an Option which is unexercisable at
         Termination of Employment shall thereafter become exercisable;
         provided, however, that provision may be made that such Option shall
         become exercisable, with the consent of the Committee, in the event of
         a Termination of Employment because of the Optionee's normal retirement
         or permanent and total disability (each as determined by the Committee
         in accordance with Company policies), death or early retirement or any
         other reason permitted by the Committee.

                  (f) Anything in this Section 4.4 to the contrary
         notwithstanding, no Option shall be exercisable by any Optionee who is
         then subject to Section 16 of the Exchange Act (a "Section 16 Person")
         within the period ending six (6) months after the date the Option is
         granted. This Subsection (f) shall not apply to the exercise of any
         Option by an Optionee if the grant of such Option to the Optionee was
         approved in advance by the

                                       -7-

<PAGE>   11

         Board or, if the Committee is then composed solely of two or more
         Nonemployee Directors as described in Rule 16b-3 in respect of the
         exemption of grants to Section 16 Persons from potential liability
         under Section 16(b) of the Exchange Act, by the Committee, or was
         approved in advance or subsequently ratified not later than the date of
         the next annual meeting of the Company's stockholders, by the
         stockholders.


                                   ARTICLE V.

                               EXERCISE OF OPTIONS

         Section 5.1  Exercise Rights.

                  (a) Subject to the restrictions on exercise of any part of an
         Option which is nonvested, as provided for at Section 4.4, for those
         Participants who are Key Employees, an Option shall be exercisable by
         an Optionee while the Optionee is an Employee. Unless otherwise
         permitted by the Committee, following an Optionee's Termination of
         Employment, an Option may be exercised only in accordance with the
         following:

                           (i) If the Optionee dies while an Option is
                  exercisable under the terms of this Plan, the Optionee's
                  Beneficiary may exercise such rights, to the extent the
                  Optionee could have done so immediately preceding his death,
                  within twelve (12) months after the Optionee's death, but not
                  later than the Option's Expiration Date.

                           (ii) If the Optionee's employment is terminated due
                  to his permanent and total disability, as determined by the
                  Committee, the Optionee may exercise his Option, to the extent
                  exercisable as of his Termination of Employment, within twelve
                  (12) months after termination, but not later than the Option's
                  Expiration Date.

                           (iii) If the Optionee's employment is terminated for
                  any reason other than those set forth in Paragraph (i) or (ii)
                  above, the Optionee may exercise his Option, to the extent
                  exercisable as of his Termination of Employment, within three
                  (3) months after Termination of Employment, but not later than
                  the Option's Expiration Date.

         Notwithstanding the foregoing, with the consent of the Committee,
provision may be made that an Option shall become exercisable to the extent
provided in Section 4.4(e).

                  (b) For those Participants who are Nonemployee Directors, an
         Option shall be exercisable by an Optionee while the Optionee is
         serving as a member of the Board. If the Optionee's service as a member
         of the Board terminates, then unless such

                                       -8-

<PAGE>   12

         termination is due to the Optionee's resignation as a member of the
         Board, the Optionee may exercise his Option within ninety (90) days
         following the date the Optionee ceases to be a member of the Board, but
         not later than the Option's Expiration Date.

         Section 5.2 Partial Exercise. Any exercisable Option may be exercised
in whole or in part. However, an Option shall not be exercisable with respect to
fractional shares.

         Section 5.3 Manner of Exercise. All or a portion of any exercisable
Option shall be deemed exercised upon:

                  (a)      Delivery of all of the following to the Secretary of
         the Company or his office:

                           (i) A written notice complying with the applicable
                  rules established by the Committee or the Company stating that
                  the Option, or a portion thereof, is exercised. The notice
                  shall be signed by the Optionee or other person then entitled
                  to exercise the Option;

                           (ii) Such representations and documents as the
                  Committee, in its absolute discretion, deems necessary or
                  advisable to effect compliance with all applicable provisions
                  of the Securities Act of 1933, as amended, and any other
                  federal or state securities laws or regulations. The Committee
                  may, in its absolute discretion, also take whatever additional
                  actions it deems appropriate to effect such compliance,
                  including, without limitation, placing legends on share
                  certificates and issuing stop-transfer notices to agents and
                  registrars; and

                           (iii) In the event that the Option shall be exercised
                  pursuant to Section 5.1(a)(i) by any person or persons other
                  than the Optionee, appropriate proof of the right of such
                  person or persons to exercise the Option; and

                  (b) Full cash payment to the Secretary of the Company for the
         exercise price of the shares being purchased under the Option. However,
         at the discretion of the Committee, the terms of the Option may (i)
         allow a delay in payment up to thirty (30) days from the date the
         Option, or portion thereof, is exercised, (ii) allow payment, in whole
         or in part, through the delivery of shares of Common Stock owned by the
         Optionees, (iii) allow payment, in whole or in part, through the
         surrender of shares of Common Stock then issuable upon exercise of the
         Option; or (iv) allow payment, in whole or in part, through the
         delivery of property of any kind which constitutes good and valuable
         consideration.

         Section 5.4 Transfer of Shares to an Employee. As soon as practicable
after receipt by the Company, pursuant to Section 5.3(b), of full cash payment
for the shares with respect to which an Option, or portion thereof, is exercised
by an Optionee, with respect to each such

                                       -9-

<PAGE>   13

exercise, the Company shall transfer to the Optionee the number of shares equal
to the result of dividing:

                  (a)      The amount of the payment made by the Optionee to the
         Company pursuant to Section 5.3(b) by

                  (b)      The price per share of the shares subject to the
         Option as determined pursuant to Section 4.2.

         Section 5.5 Certain Timing Requirements. At the discretion of the
Committee, shares of Common Stock issuable to the Optionee upon exercise of the
Option may be used to satisfy the Option exercise price or the tax withholding
consequences of such exercise only during such periods in which trading of the
Company Common Stock is permitted for Employees of the Company under Company
policy as in effect from time to time.

         Section 5.6 Conditions to Issuance of Stock Certificates. The Company
shall not be required to issue or to deliver any certificate or certificates for
shares of stock purchased upon the exercise of any Option or portion thereof
prior to fulfillment of all of the following conditions:

                  (a)      The admission of such shares to listing on all stock
         exchanges on which such class of stock is then listed;

                  (b)      The completion of any registration or other
         qualification of such shares under any state or federal law, or under
         the rulings or regulations of the Securities and Exchange Commission or
         any other governmental regulatory body which the Committee shall, in
         its absolute discretion, deem necessary or advisable;

                  (c)      Obtaining any approval or other clearance from any
         state or federal governmental agency which the Committee shall, in its
         absolute discretion, determine to be necessary or advisable;

                  (d)      The lapse of such reasonable period of time following
         the exercise of the Option as the Committee may establish from time to
         time for reasons of administrative convenience; and

                  (e)      The receipt by the Company of full payment for such
         shares, including payment of any applicable withholding tax.

         Section 5.7 Rights as Stockholders. The holders of Options shall not
be, nor have any of the rights or privileges of, stockholders of the Company in
respect of any shares purchasable upon the exercise of any part of an Option
unless and until certificates representing such shares have been issued by the
Company to such holders.


                                      -10-

<PAGE>   14

                                   ARTICLE VI.

                                 ADMINISTRATION

         Section 6.1 Compensation Committee. The Compensation Committee shall
consist of two or more Directors appointed by and holding office at the pleasure
of the Board. Appointment of Committee members shall be effective upon
acceptance of appointment. Committee members may resign at any time by
delivering written notice to the Board.
Vacancies in the Committee may be filled by the Board.

         Section 6.2 Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of this Plan in accordance with
its provisions. The Committee shall have the power to interpret this Plan, the
Options, and the agreements pursuant to which the Options are granted or
awarded, and to adopt such rules for the administration, interpretation and
application of this Plan as are consistent therewith and to interpret, amend or
revoke any such rules. Any such grant or award under this Plan need not be the
same with respect to each Optionee. In its absolute discretion, the Board may at
any time and from time to time exercise any and all rights and duties of the
Committee under this Plan.

         Section 6.3 Actions by the Committee. The Committee shall act with the
unanimous consent of its members in attendance at a meeting, or to the extent
permitted by law and the Bylaws, by telephonic meeting, or by a memorandum or
other written instrument signed by all members of the Committee.

         Section 6.4 Compensation; Professional Assistance; Good Faith Actions.
Members of the Committee shall receive such compensation for their services as
members as may be determined by the Board. All expenses and liabilities which
members of the Committee incur in connection with the administration of this
Plan shall be borne by the Company. The Committee may, with the approval of the
Board, employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and the Company's officers and Directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and binding upon all Optionees, the
Company and all other interested persons. No members of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to this Plan, or any award made hereunder, and all members of
the Committee shall be fully protected by the Company in respect of any such
action, determination or interpretation.

         Section 6.5 No Liability. No member of the Board or the Committee, or
Director, officer or employee of the Company shall be liable, responsible or
accountable in damages or otherwise for any determination made or other action
taken or any failure to act by such


                                                       -11-

<PAGE>   15

person so long as such person is not determined to be guilty by a final
adjudication of willful misconduct with respect to such determination, action or
failure to act.

         Section 6.6 Indemnification. To the fullest extent permitted by law,
each of the members of the Board and the Committee and each of the Directors,
officers and employees of the Company shall be held harmless and be indemnified
by the Company for any liability, loss (including amounts paid in settlement),
damages or expenses (including reasonable attorneys' fees) suffered by virtue of
any determinations, acts or failures to act, or alleged acts or failures to act,
in connection with the administration of this Plan so long as such person is not
determined by a final adjudication to be guilty of willful misconduct with
respect to such determination, action or failure to act.


                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

         Section 7.1 Not Transferable. Options under this Plan may not be sold,
pledged, assigned or transferred in any manner other than by will or the laws of
descent and distribution; provided, however, that an Optionee may designate a
Beneficiary to exercise his Option under this Plan after the Optionee's death.
No Option or interest or right therein shall be liable for the debts, contracts
or engagements of the Optionee or the Optionee's successors in interest or shall
be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect; provided,
however, that nothing in this Section 7.1 shall prevent transfers by will or by
the applicable laws of descent and distribution. An Option shall be exercised
during the Optionee's lifetime only by the Optionee or his guardian or legal
representative.

         Section 7.2 Amendment or Termination of this Plan. The Board may from
time to time in its discretion amend or modify the Plan without the approval of
the stockholders of the Company, except as such stockholder approval may be
required under the listing requirements of any national securities exchange or
national market system on which are listed any of the Company's equity
securities. No amendment, suspension or termination of this Plan shall, without
the consent of the holder of an Option, alter or impair any rights or
obligations under any Option theretofore granted or awarded. No Option may be
granted or awarded during any period after termination of this Plan.

         Section 7.3  Changes in Common Stock or Assets of the Company.

                  (a) In the event that the outstanding shares of Common Stock
         are hereafter changed into or exchanged for cash or a different number
         or kind of shares or other

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<PAGE>   16

         securities of the Company, or of another corporation, by reason of
         reorganization, merger, consolidation, recapitalization,
         reclassification, stock split-up, stock dividend or combination of
         shares, appropriate adjustments shall be made by the Committee in the
         number and kind of shares for the purchase of which Options may be
         granted, including adjustments of the limitation in Section 2.1 on the
         maximum number and the maximum number of shares subject to Options that
         may be granted to any Participant in any calendar year and the kind of
         shares which may be issued.

                  (b) In the event of such a change or exchange, other than for
         shares or securities of another corporation or by reason of
         reorganization, the Committee shall also make an appropriate and
         equitable adjustment in the number and kind of shares as to which all
         outstanding Options, or portions thereof then unexercised, shall be
         exercisable and an appropriate and equitable adjustment to the Option
         exercise price of all outstanding Options. Such adjustment shall be
         made with the intent that after the change or exchange of shares, each
         Optionee's proportionate interest shall be maintained as before the
         occurrence of such event. Such adjustment in an outstanding Option may
         include a necessary or appropriate corresponding adjustment in the
         option exercise price, but shall be made without change in the total
         price applicable to the Option, or the unexercised portion thereof
         (except for any change in the aggregate price resulting from rounding
         off of share quantities or prices).

                  (c) In the event of a "spin-off" or other substantial
         distribution of assets of the Company which has a material diminutive
         effective upon the Fair Market Value of the Company's Common Stock, the
         Committee may in its discretion make an appropriate and equitable
         adjustment to the Option exercise price to reflect such diminution.

         Section 7.4 Change in Control. In the event of a Change in Control, the
terms of an Option shall provide that all granted or awarded Options will
immediately vest in the Optionee, and such Option shall be exercisable as to all
shares covered thereby, notwithstanding anything to the contrary in (i) Section
4.4 or (ii) the provisions of such Option. For purposes of this Section 7.4 and
this Plan in general, the term "Change in Control" shall mean any one or more of
the following:

                  (i) the acquisition or holding by any person, entity or
         "group" within the meaning of Section 13(d)(3) or 14(d)(2) of the
         Exchange Act (other than by the Company, any Subsidiary or any employee
         benefit plan of the Company or a Subsidiary, of beneficial ownership
         (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
         of 40% or more of either the then-outstanding Common Stock or the
         combined voting power of the Company's then-outstanding voting
         securities entitled to vote generally in the election of directors
         ("Voting Power"); except that no such person, entity or group shall be
         deemed to own beneficially any securities held by the Company or a
         Subsidiary or any employee benefit plan (or any related trust) of the
         Company or a Subsidiary; provided, however, that no Change of Control
         shall be

                                      -13-

<PAGE>   17

         deemed to have occurred solely by reason of any such acquisition by a
         corporation with respect to which, after such acquisition, more than
         60% of both the then-outstanding common stock and the voting power of
         such corporation are then-beneficially owned, directly or indirectly,
         by the persons who were the beneficial owners of the Common Stock and
         voting securities of the Company immediately before such acquisition in
         substantially the same proportions as their respective ownership,
         immediately before such acquisition, of the then-outstanding Common
         Stock or the Voting Power of the Company, as the case may be; or

                  (ii) individuals who, as of the Effective Date, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided that any individual who becomes
         a director after the Effective Date whose election or nomination for
         election by the Company's stockholders was approved by at least a
         majority of the Incumbent Board (other than an election or nomination
         of an individual whose initial assumption of office is in connection
         with an actual or threatened election contest relating to the election
         of the directors of the Company (as such terms are used in Rule 14a-11
         under the Exchange Act)) shall be deemed to be members of the Incumbent
         Board; or

                  (iii) approval by the stockholders of the Company of (A) a
         merger, reorganization or consolidation with respect to which persons
         who were the respective beneficial owners of the Common Stock and
         Voting Power of the Company immediately before such merger,
         reorganization or consolidation do not, immediately thereafter,
         beneficially own, directly or indirectly, more than 60% of,
         respectively, the then-outstanding common stock and the voting power of
         the corporation resulting from such merger, reorganization or
         consolidation, (B) a liquidation or dissolution of the Company or (C)
         the sale or other disposition of all or substantially all of the assets
         of the Company.

         Section 7.5 Approval of Plan by Stockholders. This Plan shall be
submitted for the approval of the Company's stockholders within twelve (12)
months after the Effective Date. Options may be granted prior to such
stockholder approval, provided that such Options shall not be exercisable prior
to the time when this Plan is approved by the stockholders, and provided further
that if such approval has not been obtained at the end of said 12-month period,
all Options previously granted under this Plan shall thereupon be cancelled and
become null and void. The Company shall take such actions with respect to the
Plan as may be necessary to satisfy the requirements of Rule 16b-3.

         Section 7.6  Tax Withholding.

                  (i) Whenever under the Plan shares of Common Stock are to be
delivered upon exercise of an Option or any other event with respect to rights
and benefits hereunder, the Company shall be entitled to require (a) that the
Optionee remit an amount in cash sufficient to satisfy all federal, state and
local tax withholding requirements related thereto 

                                      -14-

<PAGE>   18

("Required Withholding"), (b)
the withholding of such Required Withholding from compensation otherwise due to
the Optionee, or (c) any combination of the foregoing.

                 (ii) Subject to the following subsection, and if and to the
extent permitted by the Committee, an Optionee may elect the withholding ("Share
Withholding") by the Company of a portion of the shares of Common Stock
otherwise deliverable to such Optionee

upon the exercise of an Option (a "Taxable Event") having a Fair Market Value
equal to (a) the minimum amount necessary to satisfy Required Withholding
liability attributable to the Taxable Event; or (b) with the Committee's prior
approval, a greater amount, not to exceed the estimated total amount of such
Optionee's tax liability with respect to the Taxable Event.

                (iii) Each Share Withholding election shall be subject to the
following conditions:

                           (a)      the Optionee's election shall be subject to
the Committee's discretion to revoke the Optionee's right to elect Share
Withholding at any time before the Optionee's election if the Committee has
reserved the right to do so in the option agreement;

                           (b)      the Optionee's election must be made before
the date on which the amount of tax to be withheld is determined; and

                           (c)      the Optionee's election shall be
irrevocable.

         The Committee shall not be obligated to issue shares and/or distribute
cash to any person upon exercise of any right until such payment has been
received or shares have been so withheld, unless withholding (or offset against
a cash payment) as of or prior to the date of such exercise is sufficient to
cover all such sums due or which may be due with respect to such exercise.

         Section 7.7  Limitations Applicable to Section 16 Persons.

                  (a) Notwithstanding any other provision of this Plan, this
         Plan and any Option granted to a Key Employee who is then subject to
         Section 16 of the Exchange Act, shall be subject to any additional
         limitations set forth in any applicable exemptive rule under Section 16
         of the Exchange Act (including any amendment to Rule 16b-3 of the
         Exchange Act) that are requirements for the application of such
         exemptive rule. Any such additional limitation shall be set forth in an
         annex to this Plan, such annex to be incorporated herein by this
         reference and made part of this Plan.

                  (b) With respect to persons subject to Section 16 of the
         Exchange Act, transactions under this Plan are intended to comply with
         all applicable conditions of Rule 16b-3 or its successors under the
         Exchange Act. To the extent any provision of the Plan or action by the
         Committee fails to so comply, it shall be deemed null and void, to the
         extent permitted by law and deemed advisable by the Committee.

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<PAGE>   19

         Moreover, in the event the Plan does not include a provision required
         by Rule 16b-3 to be stated therein, such provision (other than one
         relating to eligibility requirements, or the price and amount of
         awards) shall be deemed automatically to be incorporated by reference
         into the Plan insofar as participants subject to Section 16 are
         concerned.

         Section 7.8  Effect of Plan Upon Options and Compensation Plans.  The
adoption of this Plan shall not affect any other compensation or incentive plans
in effect for the Company. Nothing in this Plan shall be construed to limit the
right of the Company (a) to establish any other forms of incentives or
compensation for employees of the Company or (b) to grant or assume options or
other rights otherwise than under this Plan in connection with any proper
corporate or partnership purpose including but not by way of limitation, the
grant or assumption of options in connection with the acquisition by purchase,
lease, merger, consolidation or otherwise, of the business, stock or assets of
any corporation, partnership, firm or association or the performance of services
for the benefit of the Company.

         Section 7.9 Non-qualified Stock Options. Options granted under this
Plan are not intended to be incentive stock options within the meaning of
Section 422(b) of the Code.

         Section 7.10 Compliance with Laws. This Plan is subject to compliance
with all applicable federal and state laws, rules and regulations (including but
not limited to state and federal securities law and federal margin requirements)
and to such approvals by any listing, regulatory or governmental authority as
may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith. Any securities delivered under this Plan shall be subject
to such restrictions, and the person acquiring such securities shall, if
requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with
all applicable legal requirements. To the extent permitted by applicable law,
the Plan and Options granted or awarded hereunder shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.

         Section 7.11 Titles. Titles are provided herein for convenience only
and are not to serve as a basis for interpretation or construction of this Plan.

         Section 7.12 Governing Law. This Plan and any agreements hereunder
shall be administered, interpreted and enforced under the internal laws of the
State of Delaware.

         Section 7.13 Severability. If any portion of this Plan is declared by a
court of competent jurisdiction to be invalid or unenforceable after all appeals
have either been

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<PAGE>   20

exhausted or the time for any appeals to be taken has expired, the remainder of
the terms, provisions, covenants and restrictions of this Plan shall remain in
full force and effect and in no way be affected, impaired or invalidated.

         IN WITNESS WHEREOF, COHR Inc. has caused this instrument to be executed

by its duly authorized officers on this ____ day of _________________, 1997.

                                         COHR INC.


                                         By:
                                             ----------------------------
                                         Title:
                                             ----------------------------


                                         By:
                                             ----------------------------
                                         Title:
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