AAF-MCQUAY GROUP, INC.
                                STOCK OPTION PLAN

1.    Establishment and Purpose

      The AAF-McQuay Group, Inc. hereby establishes the AAF-MCQUAY GROUP, INC.
STOCK OPTION PLAN (the "Plan"). The Plan permits the grant of nonqualified stock
options for the purpose of promoting the long-term growth and profitability of
the AAF-McQuay Group, Inc. (the "Company") and its Subsidiaries (collectively,
the "AMG Group"), by (i) providing directors, officers and other employees of
the AMG Group with incentives to improve stockholder value and to contribute to
the success of the AMG Group and (ii) enabling the AMG Group to attract, retain
and reward the best available persons for positions of substantial
responsibility.

      The Plan is a compensatory benefit plan within the meaning of Rule 701
under the Securities Act of 1933, Chapter 2A of Title 15 of the United States
Code (the "Securities Act"). Except to the extent any other exemption from such
Act is expressly relied upon in connection with any agreement entered into
pursuant to the Plan or the securities issuable upon exercise of options granted
pursuant hereto are registered under the Securities Act, the issuance of Common
Stock pursuant to the Plan is intended to qualify for the exemption from
registration under the Securities Act provided by Rule 701. To the extent that
an exemption from registration under the Securities Act provided by Rule 701 is
unavailable, all unregistered offers and sales of shares of Common Stock
issuable upon exercise of an option are intended to be exempt from registration
under the Securities Act in reliance upon the private offering exemption
contained in Section 4(2) of the Securities Act, or other available exemption,
and the Plan shall be so administered.

2.    Definitions

      Under this Plan, except where the context otherwise indicates, the
following definitions apply:

      (a) "Affiliate" of an entity means a person or entity that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, such entity.

      (b) "AMG Group" means the Company and its Subsidiaries, collectively.

      (c) "Change of Control" with respect to a member of the AMG Group means
(i) any combination, consolidation or merger with a non-Affiliate of Hume where
the member of the AMG Group is not the survivor; (ii) any sale, exchange or
other disposition of all or substantially all of the assets of a member of the
AMG Group to a non-Affiliate of Hume; or (iii) any sale, other than in the
context of a public offering, of more than 50% of the issued shares of a member
of the AMG Group to a non-Affiliate of Hume.
<PAGE>

      (d) "Code" means the Internal Revenue Code of 1986, Title 26 of the United
States Code, as amended, and any successor statute.

      (e) "Common Stock" means shares of authorized but unissued common stock of
a member of the AMG Group.

      (f) "Company" means AAF-McQuay Group, Inc., a wholly-owned subsidiary of
O.Y.L. Industries Bhd, and incorporated in Delaware, United States of America.

      (g) "Exchange Act" means the Securities Exchange Act of 1934, Chapter 2B
of Title 15 of the United States Code.

      (h) "Fair Market Value" of a share of the Common Stock of a member of the
AMG Group for any purpose on a particular date shall be determined in a manner
such as the Committee shall in good faith determine to be appropriate, but in no
event shall such value be less than the higher of (i) the value of the member of
the AMG Group based upon the last independent appraisal divided by the number of
outstanding shares of Common Stock of such member of the AMG Group, or (ii) such
value as may be established in good faith as a result of the occurrence of any
public offering of equity securities of the member of the AMG Group or a Change
of Control transaction with respect to such member of the AMG Group that occurs
after such last independent appraisal. In the case of Joseph B. Hunter, "Fair
Market Value" under (i) above shall be determined without discounts for lack of
marketability or minority ownership. With respect to the other participants,
"Fair Market Value" under (i) above shall be determined by factoring in a
discount for lack of marketability but without regard to any minority interest
discount. With respect to all participants, no lack of marketability or other
discounts shall be applied in determining "Fair Market Value" under (ii) above.

      (i) "Hume" means Hume Industries (Malaysia) Berhad.

      (j) "Parent" means O.Y.L. Industries Bhd.

      (k) "Participant" means an employee, officer or director of the AMG Group
who is selected for participation by the Committee, subject to the restriction
in Section 5 of the Plan.

      (l) "Plan" means the AAF-McQuay Group, Inc. Stock Option Plan, as set
forth herein and as amended from time to time.

      (m) "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange Act
on the effective date of the Plan, or any successor provision prescribing
conditions necessary to exempt the issuance of securities under the Plan (and
further transactions in such securities) from Section 16(b) of the Exchange Act.


                                      -2-
<PAGE>

      (n) "Securities Act" means the Securities Act of 1933, Chapter 2A of Title
15 of the United States Code.

      (o) "Subsidiary" and "subsidiaries" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if each
of the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

3.    Administration

      The Plan shall be administered by a committee (the "Committee"), a
majority of whose members shall be appointed by the Board of Directors of Parent
and the balance of whose members shall be appointed by the Company's Board of
Directors (the "Board").

      Notwithstanding the foregoing, in the event that the Common Stock or any
other capital stock of a member of the AMG Group becomes registered under
Section 12 of the Exchange Act, the members of the Committee shall be both
"Non-employee Directors" within the meaning of Rule 16b-3 and "outside
directors" within the meaning of Section 162(m) of the Code.

      All members of the Committee shall serve at the Board's pleasure and the
Board may, from time to time, remove members from or add members to the
Committee and vacancies on the Committee, however caused, shall be filled by
appointment by the Board; provided, however, that the Board of Directors of
Parent shall have appointed or ratified the appointment of a majority of the
members of the Committee as it may be comprised from time to time.

      The Committee shall have the authority, in its sole discretion and from
time to time, consistent with the provisions of the Plan, to (i) select persons
or classes of persons to participate in the Plan, (ii) grant awards provided
under the Plan in such form and amount as the Committee shall determine and
impose such terms, limitations, restrictions and conditions upon any such award
as the Committee shall deem appropriate, (iii) modify, extend or renew
outstanding grants, accept the surrender of outstanding grants and substitute
new grants, (iv) interpret the Plan and (v) adopt, amend, or rescind such rules
and regulations for carrying out the Plan, and take all other action necessary
or advisable for the implementation and administration of the Plan, as the
Committee may deem appropriate. Decisions and determinations of the Committee on
all matters relating to the Plan shall be in the Committee's sole discretion and
shall be conclusive and binding on all parties, including members of the AMG
Group, their stockholders and the participants in the Plan and their respective
successors in interest. No member of the Committee shall be liable for any
action taken or decision made in good faith relating to the Plan or any award
thereunder.


                                      -3-
<PAGE>

      The Committee shall select one of its members to act as Chairman and shall
make such rules and regulations for its operation as it deems appropriate or
desirable, provided that such rules and regulations include the following:

            (1)   No member of the Committee shall participate in any manner in
                  the Committee's determination to award to such member a stock
                  option under the Plan, nor in the determination of the terms
                  and conditions of any such stock option;

            (2)   At least 4 or 3/4 of the members of the Committee (whichever
                  is higher) must be present (including via telephone
                  conference) at all meetings to constitute a quorum, a majority
                  of any such quorum must be comprised of Committee members
                  appointed by the Board of Directors of Parent, and decisions
                  of the Committee must be made by unanimous consent of all
                  members present at any such meeting; and

            (3)   Any decision reduced to writing and signed by all of the
                  members of the Committee shall be fully effective as if it had
                  been unanimously made at a duly held meeting of the Committee.

      The Board of Directors of the Company shall have the right, at any time
and from time to time, in its discretion or at the direction of the Board of
Directors of Parent, to establish a separate committee to administer the
application of the Plan to a member of the AMG Group and its participants,
provided that a majority of the members of such committee are not employees of
that member of the AMG Group and no member of such committee shall be empowered
to cause a grant of options under this Plan to himself or herself. In such
event, the term "Committee" as used herein shall mean, with respect to the
application of the Plan to such member of the AMG Group and its participants,
the committee established for such member.

4.    Shares Available for the Plan

      Shares of stock which may be issued under the Plan pursuant to the
exercise of options shall be authorized and unissued shares of Common Stock of
members of the AMG Group. Subject to adjustments as provided in Section 12, the
total number of shares of Common Stock of a member of the AMG Group with respect
to which options may be granted under the Plan shall not exceed 10% of the
shares of Common Stock of such member outstanding on a fully diluted basis at
any one point in time during the term of the Plan. If any grant under the Plan
expires or terminates unexercised, becomes unexercisable or is forfeited or
otherwise terminated or canceled as to any shares, the shares subject to such
grant shall thereafter be available for further grants under the Plan.


                                      -4-
<PAGE>

5.    Participation

      Participation in the Plan shall be open to employees, officers, and
directors of members of the AMG Group as may be selected by the Committee from
time to time. To the extent necessary to comply with Rule 16b-3 or to constitute
an "outside director" within the meaning of Section 162(m) of the Code, and only
insofar as Rule 16b-3 and Section 162(m) of the Code are then applicable to
grants made pursuant to this Plan, Committee members shall not be eligible to
participate in the Plan while members of the Committee.

      Options may be granted to such persons and for such number of shares as
the Committee shall determine, subject to the limitations in Section 4. The
Committee shall determine the number of shares with respect to which an option
is to be granted to a participant based on individual performance and/or base
salary range; provided that, subject to adjustments as provided in Section 12,
in no event shall a participant be granted options under the Plan which in the
aggregate entitle the participant to subscribe for an amount that is more than
5% of the shares of Common Stock of a member of the AMG Group that are
outstanding on a fully diluted basis at any one point in time during the term of
the Plan.

6.    Stock Options

      Subject to the other applicable provisions of the Plan, the Committee may
from time to time grant to eligible participants non-qualified stock options.
The options granted shall be subject to the following terms and conditions.

      (a) Grant of Option. The date an option is granted shall mean the
effective date selected by the Committee as of which the Committee allots a
specific number of shares to a participant pursuant to the Plan. The grant of a
stock option shall be evidenced by a written Stock Option Agreement, executed by
a member of the AMG Group and the grantee, stating the number of shares of
Common Stock of a member of the AMG Group subject to the stock option evidenced
thereby and the terms and conditions of such option, in such form as the
Committee may from time to time determine.

      (b) Price.

            (i) With respect to any and all options to be granted to Joseph B.
Hunter pursuant to the Plan, the price per share payable upon the exercise of
each such option ("option price") shall be determined by the Committee using a
formula based upon Parent's equity in the Company from time to time, increased
by London Interbank Offer Rates ("LIBOR") less 1.5% to the effective date of
grant of the option and divided by the number of shares of Common Stock of the
Company outstanding on a fully diluted basis (as determined in accordance with
Generally Accepted Accounting Principles) at the 


                                      -5-
<PAGE>

effective date of grant of the option. For this purpose, the Parent's equity
shall mean its initial investment of U.S. $170,000,000 on May 2, 1994, together
with its subsequent investment of U.S. $10,000,000 on January 1, 1995 plus such
additional sums as may be paid into the Company from time to time and LIBOR
shall mean the weighted-average libor rates paid by the Company over the period
measured from May 1994 through the effective date of grant of the option, all as
determined by the Committee.

            (ii) With respect to grants of options to any participants other
than Joseph B. Hunter, the option price for grants made with respect to the
Company's fiscal years ended June 30, 1995 and June 30, 1996 shall be determined
as set forth in (i) above, with the exception that Parent's equity from time to
time shall be increased by the full amount of LIBOR. With respect to the grants
of options made with respect to the fiscal years ending after June 30, 1996, the
option price shall be the Fair Market Value of the Common Stock underlying the
option, determined by the Committee, as of the effective date of grant of the
option.

      (c) Payment. Options may be exercised in whole or in part by payment of
the option price of the shares subscribed. Payment may be made in cash or cash
equivalents acceptable to the Committee, or by such other means as the Committee
may prescribe. In addition, within the twelve-month period immediately preceding
the expiration of the term of the option or other termination of the option and
provided that Common Stock is not then registered under Section 12(b) or 12(g)
of the Exchange Act, payment of the option price may be made, in whole or in
part, by the tendering of shares of Common Stock (including the withholding of
shares that otherwise would be delivered to grantee or the Permitted Transferee
upon exercise) that have a Fair Market Value, determined as of the date of
exercise, equal to the amount of option price to be paid thereby.

      If the Common Stock is registered under Section 12(b) or 12(g) of the
Exchange Act, the Committee, subject to such limitations as it may determine,
may authorize payment of the option price, in whole or in part, by delivery of a
properly executed exercise notice, together with irrevocable instructions, to
(i) a brokerage firm designated by the member of the AMG Group to deliver
promptly to the member of the AMG Group the aggregate amount of sale or loan
proceeds to pay the option price and any withholding tax obligations that may
arise in connection with the exercise and (ii) the member of the AMG Group to
deliver the certificates for such subscribed shares directly to such brokerage
firm.

      No shares shall be issued until full payment therefor has been made.

      (d) Term of Option. The term during which each option may be exercised
shall be determined by the Committee. In no event shall an option be exercisable
more than ten years from the date the written Stock Option Agreement evidencing
such option is executed or, in the event of an initial public offering of Common
Stock of the Company, after the later of the expiration of: (i) two years
following the date of such initial public offering or, (ii) with respect to the
portion, if any, of the option that vests 


                                      -6-
<PAGE>

after the initial public offering, two years following the date that the grantee
becomes vested in the option or portion thereof, as the case may be. Prior to
the exercise of the option and delivery of the stock represented thereby, the
grantee shall not have any rights to receive any dividends or be entitled to any
voting rights on any stock represented by outstanding options.

      (e) Put Right. Upon the later of grantee's termination of employment or
attainment of age 65, the grantee or his Permitted Transferee, as the case may
be, in his discretion, shall have the right to require a member of the AMG Group
to purchase all or any portion of the vested options outstanding with respect to
shares of Common Stock of that member of the AMG Group and all or any number of
the shares of Common Stock of that member of the AMG Group then owned by the
grantee or the Permitted Transferee which were acquired through exercise of
options granted pursuant to the Plan. Upon surrender of any such outstanding
shares, such member of the AMG Group shall be required to pay in cash to each
grantee or Permitted Transferee, as the case may be, subject to the provisions
of Section 7, the greater of U.S. $1 or the Fair Market Value of the surrendered
shares of Common Stock of the member of the AMG Group. Upon surrender of any
portion of such outstanding vested options, such member of the AMG Group shall
be required to pay in cash to each grantee or Permitted Transferee, as the case
may be, subject to the provisions of Section 7, the greater of U.S. $1 or the
amount equal to the Fair Market Value of the shares of Common Stock with respect
to which the surrendered portion of the option was outstanding and vested at the
time of surrender minus the aggregate option price of such portion of the
outstanding vested option as of the time of surrender. Notwithstanding the
foregoing, in all events any payments due pursuant to this paragraph shall be
reduced by appropriate reserves to cover the Company's or other member of the
AMG Group's indemnification obligations or other contingent liabilities incurred
as a result of any Change of Control. Any other provision of this Plan
notwithstanding, a grantee's put right shall terminate upon a public offering of
the Company's equity securities.

      (f) Other Terms and Conditions. Options may contain such other provisions,
not inconsistent with the provisions of the Plan, as the Committee shall
determine appropriate from time to time.

7.    Withholding of Taxes

      A member of the AMG Group may require, as a condition to any option
exercise or to the delivery of certificates for shares issued or payments of
cash made hereunder or pursuant to a Stock Option Agreement, that the grantee
pay to the member of the AMG Group, in cash any federal, state or local taxes of
any kind required by law to be withheld with respect to any option exercise, any
withholding or delivery of shares, or the exercise of any call rights of the
member of the AMG Group hereunder. Within the twelve-month period immediately
preceding the expiration of the term of the option or other termination of the
option and provided that Common Stock is not then registered under Section 12(b)


                                      -7-
<PAGE>

or 12(g) of the Exchange Act, the grantee shall have the right to satisfy such
withholding tax obligation by tendering shares of Common Stock to the Company,
including shares acquired upon exercise of the option, valued at Fair Market
Value on the date as of which the withholding tax liability is determined. The
member of the AMG Group, to the extent permitted or required by law, shall have
the right to deduct from any payment of any kind (including salary or bonus)
otherwise due to a grantee any federal, state or local taxes of any kind
required by law to be withheld with respect to any option exercise or to the
withholding or delivery of shares under the Plan, or to retain or sell without
notice a sufficient number of the shares to be issued to such grantee to cover
any such taxes.

8.    Written Agreement

      Each person to whom a grant is made under the Plan shall enter into a
written agreement with a member of the AMG Group, within 60 days of the
Committee formally acting to make such grant, that shall incorporate the terms
of this Plan and shall contain such provisions, consistent with the provisions
of the Plan, as may be established by the Committee.

9.    Transferability

      No option granted under the Plan shall be transferable or assignable by a
participant otherwise than by will or the laws of descent and distribution or by
gift to the grantee's immediate family or to a trust established for the
exclusive benefit of one or more members of the grantee's immediate family
(collectively "Permitted Transferee"). For purposes of the immediately preceding
sentence, immediate family means the grantee's children, stepchildren,
grandchildren, parents, stepparents, grandparents, spouse, siblings (including
half brothers and sisters), in-laws, and persons related by reason of legal
adoption. A Permitted Transferee of the grantee may not transfer or assign any
option granted under the Plan. During the lifetime of the grantee or the
grantee's Permitted Transferee, an option may be exercised only by the grantee
or the grantee's Permitted Transferee or, during the period the grantee or the
grantee's Permitted Transferee is under a legal disability, by the grantee's or
the grantee's Permitted Transferee's guardian or legal representative. Except as
otherwise provided in this Section 9, a grantee or Permitted Transferee may not,
in whole or in part, sell, assign, transfer, convey, encumber, pledge, mortgage
or alienate in any manner whatsoever any option granted under the Plan and any
attempt to do so shall be void and of no effect; provided, however, that the
foregoing shall not restrict the ability of the grantee or Permitted Transferee
to exercise an option through a broker-assisted cashless exercise transaction,
as contemplated under Section 6(c) of the Plan, after the Common Stock is
registered under Section 12(b) or 12(g) of the Exchange Act. The grantee's or
Permitted Transferee's rights under any such option shall not be subject to the
claims of creditors or subject to attachment, execution, bankruptcy proceedings
or any other legal process.


                                      -8-
<PAGE>

      The Committee shall have the right, in its sole discretion, at any time
and from time to time, to require any or all Permitted Transferees to surrender
to a member of the AMG Group any or all options outstanding with respect to
shares of Common Stock of that member of the AMG Group and all shares of Common
Stock of that member of the AMG Group then owned by the Permitted Transferee
which were acquired through exercise of options granted pursuant to the Plan.
Upon surrender of any such outstanding shares, such member of the AMG Group
shall be required to pay in cash to the Permitted Transferee, subject to the
provisions of Section 7, the greater of U.S. $1 or the Fair Market Value of the
surrendered shares of Common Stock of the member of the AMG Group. Upon
surrender of any such outstanding options, such member of the AMG Group shall be
required to pay in cash to the Permitted Transferee, subject to the provisions
of Section 7, regardless of whether the grantee was then vested in the
outstanding option, the greater of U.S. $1 or the amount equal to the Fair
Market Value of the shares of Common Stock with respect to which the surrendered
option was outstanding at the time of surrender minus the aggregate option price
of the outstanding option as of the time of surrender. Notwithstanding the
foregoing, in all events any payments due pursuant to this paragraph shall be
reduced by appropriate reserves to cover the Company's or other member of the
AMG Group's indemnification obligations or other contingent liabilities that may
be outstanding or otherwise incurred as a result of any Change of Control with
respect to such member of the AMG Group.

10.   Listing and Registration

      If a member of the AMG Group determines that the listing, registration or
qualification upon any securities exchange or under any law, of shares subject
to any option is necessary or desirable as a condition of, or in connection
with, the granting of same or the issue or subscription of shares thereunder, no
such option may be exercised in whole or in part unless such listing,
registration or qualification is effected free of any conditions not acceptable
to the member of the AMG Group.

11.   Termination of Employment

      Transfer of an employee from an Affiliate of Hume to the Company, from the
Company to an Affiliate of Hume, or from one Affiliate of Hume to another shall
not be considered a termination of employment. Nor shall it be considered a
termination of employment if an employee is placed on military or sick leave or
such other leave of absence which is considered as continuing intact the
employment relationship; in such a case, the employment relationship shall be
continued until the date when an employee's right to reemployment shall no
longer be guaranteed either by law or contract. A termination of employment
shall be deemed to have occurred in the event that, immediately following any
Change of Control of a member of the AMG Group or any sale, exchange or other
disposition of all or substantially all of the assets of a line of the business
of a member of the AMG Group to a party that is not an Affiliate of Hume, the
grantee's employment is not with an Affiliate of Hume.


                                      -9-
<PAGE>

12.   Adjustments; Business Combinations; Reorganizations

      In the event of a reorganization, recapitalization, rights issues, stock
split, stock dividend, combination of shares, merger, share exchange,
consolidation, distribution of assets, or any other change in the corporate
structure or shares of a member of the AMG Group, the Committee shall make such
adjustments as it deems appropriate and equitable in the number and kind of
shares reserved for issuance under the Plan, in the number and kind of shares
covered by outstanding options (including, without limitation, converting
options to acquire shares of Company Common Stock to options to acquire the
Common Stock of one or more Affiliates of Company), and in the option price of
outstanding options. To the extent required by the Rules of the Kuala Lumpur
Stock Exchange or other applicable laws, the Committee shall obtain a written
opinion from the AMG Group's auditors that any such adjustments are fair and
reasonable. Notwithstanding anything herein to the contrary, the issue of
securities as consideration for an acquisition by any member of the AMG Group
shall not be regarded as a circumstance requiring adjustments, but the Committee
may, in its sole discretion, make such adjustments as it deems appropriate under
such circumstance.

      In the event of any proposed merger, share exchange, consolidation or
other reorganization in which a member of the AMG Group is not the surviving or
continuing corporation, or in which the stockholders of the member of the AMG
Group become entitled to receive cash, securities of the member of the AMG Group
other than voting Common Stock or securities of another issuer, the Committee
may take such action as it deems appropriate and equitable to effectuate the
purposes of this Plan and to protect the grantees and their Permitted
Transferees of options, which action may include, but without limitation, any
one or more of the following: (i) acceleration or change of the exercise dates
of any option; (ii) arrangements with grantees and their Permitted Transferees
for the payment of appropriate consideration to them for the cancellation and
surrender of any option; and (iii) in any case where equity securities other
than Common Stock of the member of the AMG Group are proposed to be delivered in
exchange for or with respect to Common Stock of the member of the AMG Group,
arrangements providing that any option shall become one or more options with
respect to such other equity securities.

      Notwithstanding anything herein to the contrary, in the event of a Change
of Control of a member of the AMG Group, the Committee, in its discretion, shall
have the right to require all grantees and their Permitted Transferees under the
Plan to surrender to such member of the AMG Group all options outstanding with
respect to shares of Common Stock of that member of the AMG Group and all shares
of Common Stock of that member of the AMG Group then owned by the grantees which
were acquired through exercise of options granted pursuant to the Plan. Upon
surrender of any such outstanding shares, such member of the AMG Group shall be
required to pay in cash to each grantee or Permitted Transferee, as the case may
be, subject to the provisions of 


                                      -10-
<PAGE>

Section 7, the greater of U.S. $1 or the Fair Market Value of the surrendered
shares of Common Stock of the member of the AMG Group. Upon surrender of any
such outstanding options, such member of the AMG Group shall be required to pay
in cash to each grantee or Permitted Transferee, as the case may be, subject to
the provisions of Section 7, regardless of whether the grantee was then vested
in the outstanding option, the greater of U.S. $1 or the amount equal to the
Fair Market Value of the shares of Common Stock with respect to which the
surrendered option was outstanding at the time of surrender minus the aggregate
option price of the outstanding option as of the time of surrender.
Notwithstanding the foregoing, in all events any payments due pursuant to this
paragraph shall be reduced by appropriate reserves to cover the Company's or
other member of the AMG Group's indemnification obligations or other contingent
liabilities incurred as a result of such Change of Control.

      In the event a member of the AMG Group dissolves and liquidates (other
than pursuant to a plan of merger or reorganization), then notwithstanding any
restrictions on exercise set forth in this Plan or any Stock Option Agreement:
(i) each grantee or Permitted Transferee shall have the right to exercise his
option with respect to shares of Common Stock of such member of the AMG Group at
any time up to ten days prior to the effective date of such liquidation and
dissolution; and (ii) the Committee may make arrangements with the grantees and
Permitted Transferees for the payment of appropriate consideration to them for
the cancellation and surrender of any option that is so canceled or surrendered
at any time up to ten days prior to the effective date of such liquidation and
dissolution. The Committee shall give each such grantee at least 30 days prior
written notice of such dissolution or liquidation. The Committee may establish a
different period for such exercise, cancellation, or surrender to avoid
subjecting the grantee to liability under Section 16(b) of the Exchange Act. Any
option not so exercised, canceled, or surrendered shall terminate on the last
day for exercise prior to such effective date.

13.   Termination and Modification of the Plan

      The Board of Directors, without further approval of the stockholders, may
modify or terminate the Plan, except that no modification shall become effective
without prior approval of the stockholders of the Company if stockholder
approval would be required for continued compliance with Rule 16b-3, to the
extent applicable, or if prior approval would be required under the Rules of the
Kuala Lumpur Stock Exchange or other applicable laws.

      The Committee may amend or modify the grant of any outstanding option in
any manner to the extent that the Committee would have had the authority to make
such grant as so modified or amended, including without limitation to change the
date or dates as of which an option becomes exercisable. Except as provided
under Section 12, no modification may be made that would materially adversely
affect any grant previously made under the Plan without the approval of the
grantee. The Committee shall be 


                                      -11-
<PAGE>

authorized to make minor or administrative modifications to the Plan as well as
modifications to the Plan that may be dictated by requirements of federal, state
or other laws applicable to the AMG Group or that may be authorized or made
desirable by such laws.

14.   Independent Appraisals

      The Committee shall undertake to obtain an independent appraisal, no less
frequently than annually, of the Company and of any other member of the AMG
Group with respect to whose shares options or shares issued upon exercise of
options are outstanding.

15.   Governing Law

      The validity, construction and effect of the Plan and Stock Option
Agreements entered into pursuant to the Plan, and any rules and regulations
relating to the Plan shall be determined in accordance with all applicable laws,
rules, and regulations, including without limitation, the laws, rules, and
regulations of the United States, the State of Maryland, Malaysia, and the Kuala
Lumpur Stock Exchange.

16.   Non-Uniform Determinations

      The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the form, amount and
timing of such awards, the terms and provisions of such awards and the
agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
the Plan, whether or not such persons are similarly situated.

17.   Non-Guarantee of Employment

      Nothing in the Plan or in any grant thereunder shall confer any right on
an employee to continue in the employ of the AMG Group or shall interfere in any
way with the right of the AMG Group to terminate an employee at any time.

18.   Limitation on Benefits

      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 such 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.


                                      -12-
<PAGE>

19.   Effective Date; Termination Date

      The Plan is effective as of January 1, 1996, subject to approval of the
Company's stockholders and, to the extent required by the Kuala Lumpur Stock
Exchange, the stockholders of the Company's Parent. Unless previously
terminated, the Plan shall terminate on the close of business on December 31,
2005, ten years from the Effective Date. Subject to other applicable provisions
of the Plan, all awards made under the Plan prior to termination of the Plan
shall remain in effect until such awards have been satisfied or terminated in
accordance with the Plan and the terms of such awards.


                                      -13-