EXHIBIT 10.29

                                                       BOARD APPROVAL: 3/23/98
                                                 SHAREHOLDER APPROVAL: ../../...

                               RECOTON CORPORATION
                             1998 STOCK OPTION PLAN


     1. PURPOSE. The purpose of this Stock Option Plan is to advance the
interests of the Corporation by encouraging and enabling the acquisition of a
larger personal proprietary interest in the Corporation by directors, employees
and consultants of the Corporation and its Subsidiaries upon whose judgment and
keen interest the Corporation is largely dependent for the successful conduct of
its operations. It is anticipated that the acquisition of such proprietary
interest in the Corporation will stimulate the efforts of such directors,
employees and consultants on behalf of the Corporation and its Subsidiaries and
strengthen their desire to remain with the Corporation and its Subsidiaries. It
is also expected that the opportunity to acquire such a proprietary interest
will enable the Corporation and its Subsidiaries to attract desirable personnel,
directors and consultants.

     2. DEFINITIONS. When used in this Plan, unless the context otherwise
requires: "Board of Directors" shall mean the Board of Directors of the
Corporation, as constituted at any time.

          a) "Chairman of the Board" shall mean the person who at the time shall
     be Chairman (or Co-Chairman) of the Board of Directors.

          b) "Committee" shall mean the Committee hereinafter described in
     Section 3.

          c) "Corporation" shall mean Recoton Corporation.

          d) "Fair Market Value" on a specified date shall mean the closing
     price at which one Share was traded on the stock exchange, if any, on which
     Shares are primarily traded on the prior day, or the last sale price or
     average of the bid and asked closing prices at which one Share was traded
     on the over-the-counter market on the prior day, as reported on the
     National Association of Security Dealers Automated Quotation System, but if
     no Shares were traded on such date, then on the last previous date on which
     a Share was so traded, or, if none of the above are applicable the value of
     a Share as established by the Committee for such date using any reasonable
     method of valuation.

          e) "Options" shall mean the stock options granted pursuant to this
     Plan.

          f) "Plan" shall mean this 1998 Stock Option Plan of Recoton
     Corporation, as adopted by the Board of Directors on March 23, 1998, as
     such Plan from time to time may be amended.

          g) "Share" shall mean a common share of the Corporation.

          h) "Subsidiary" shall mean any corporation 50% or more of whose stock
     having general voting power is owned by the Corporation, or by another
     Subsidiary as herein defined, of the Corporation.

     3. COMMITTEE. The Plan shall be administered by a Committee which shall
consist of two or more directors of the Corporation, each of whom shall be a
"Non-Employee Director" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and an "outside director"
within the meaning of Section 162 (m) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), to the extent that such persons are
available to serve (and at any time when there are not at least two of such
persons, the Board of Directors shall function as the Committee). The members of
the Committee shall be selected by the Board of Directors. Any member of the
Committee may resign by giving written notice thereof to the Board of Directors,
and any member of the Committee may be removed at any time, with or without
cause, by the Board of Directors. If, for any reason, a member of the Committee
shall cease to serve, the vacancy shall be filled by the Board of Directors. The
Committee shall establish such rules and procedures as are necessary or
advisable to administer the Plan.

     4. PARTICIPANTS. The class of persons who are potential recipients of
Options granted under this Plan consist of the (i) employees of the Corporation
or a Subsidiary, as determined by the Committee in its sole discretion; (ii)
directors of the Corporation or a Subsidiary who are not also employees of the
Corporation or a Subsidiary, as determined by the Board of Directors in its sole
discretion and (iii) consultants to the Corporation or a Subsidiary, as
determined by the Committee or the Board of Directors in its sole discretion.
Notwithstanding any other provision of the Plan to the contrary, all
determinations with respect to any Option granted to a director of the
Corporation or a Subsidiary who is not also an employee of the Corporation or a
Subsidiary shall be made by the Board of Directors and, with respect to any such
Option and Options to consultants granted by the Board of Directors, all
references in the Plan to the Committee shall be deemed to refer to the Board of
Directors.

     5. SHARES. Subject to the provisions of Section 14, the aggregate number of
Shares which may be the subject of Options granted under this Plan shall be
1,500,000 Shares, which may be either Shares held in treasury or authorized but
unissued Shares. The maximum number of Shares which may be the subject of
Options granted to any individual during any calendar year shall not exceed
250,000 Shares. If the Shares that would be issued or transferred pursuant to
any Option are not issued or transferred and cease to be issuable or
transferable for any reason, the number of Shares subject to such Option will no
longer be charged against the limitation provided for herein and may again be
made subject to Options; PROVIDED, HOWEVER, that with respect to any Option
granted to any person who is a "covered employee" as defined in Section 162(m)
of the Code and the regulations promulgated thereunder that is canceled or
repriced, the number of Shares subject to such Option shall continue to count
against the maximum number of Shares which may be the subject of Options granted
to such person and such maximum number of Shares shall be determined in
accordance with Section 162(m) of the Code and the regulations promulgated
thereunder.

     6. GRANT OF OPTIONS. The number of Options to be granted to any individual
shall be determined by the Committee in its sole discretion.

     At the time an Option is granted, the Committee may, in its sole
discretion, designate whether such Option (a) is to be considered as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code, or (b) is not to be treated as an incentive stock option for purposes of
this Plan and the Internal Revenue Code. No Option which is intended to qualify
as an incentive stock option shall be granted under this Plan to any individual
who, at the time of such grant, is not an employee of the Corporation or a
Subsidiary.

     Notwithstanding any other provision of this Plan to the contrary, to the
extent that the aggregate Fair Market Value (determined as of the date an Option
is granted) of the Shares with respect to which Options which are designated as
incentive stock options, and any other incentive stock options, granted to an
employee (under this Plan, or any other incentive stock option plan maintained
by the Corporation or any Subsidiary that meets the requirements of Section 422
of the Internal Revenue Code) first become exercisable in any calendar year
exceeds $100,000, such Options shall be treated as Options which are not
incentive stock options. Options with respect to which no designation is made by
the Committee shall be deemed to be incentive stock options to the extent that
the $100,000 limitation described in the preceding sentence is met. This
paragraph shall be applied by taking options into account in the order in which
they are granted.

     If any Option shall expire, be canceled or terminate for any reason without
having been exercised in full, the unpurchased Shares subject thereto may again
be made subject to Options under the Plan.

     Nothing herein contained shall be construed to prohibit the issuance of
Options at different times to the same employee, director or consultant.

     A certificate of Option signed by the Chairman of the Board of Directors or
the President or a Vice President of the Corporation, shall be issued to each
person to whom an Option is granted, in the form attached hereto as Exhibit A
with respect to an incentive stock option, in the form attached hereto as
Exhibit B with respect to a non-qualified stock option granted to an employee or
consultant and in the form attached hereto as Exhibit C with respect to a
non-qualified stock option granted to a director who is not also an employee.

     7. PRICE. The price per Share of the Shares to be purchased pursuant to the
exercise of any Option shall be determined by the Committee at the time of
grant; PROVIDED, HOWEVER, that the purchase price per share of the Shares to be
purchased pursuant to the exercise of an Option which is intended to be an
incentive stock option shall not be less than the Fair Market Value of a Share
on the day on which the Option is granted.

     8. DURATION OF OPTIONS. The duration of any Option granted under this Plan
shall be determined by the Committee in its sole discretion at the time of
grant; PROVIDED, HOWEVER, that no Option which is intended to be an incentive
stock option shall remain in effect for a period of more than ten years from the
date upon which the Option is granted.

     9. TEN PERCENT SHAREHOLDERS. Notwithstanding any other provision of this
Plan to the contrary, no Option which is intended to qualify as an incentive
stock option may be granted under this Plan to any employee who, at the time the
Option is granted, owns shares possessing more than ten percent of the total
combined voting power or value of all classes of stock of the Corporation,
unless the exercise price under such Option is at least 110% of the Fair Market
Value of a Share on the date such Option is granted and the duration of such
Option is no more than five years.

     10. CONSIDERATION FOR OPTIONS. The Corporation shall obtain such
consideration for the grant of an Option as the Committee in its discretion may
request.

     11. RESTRICTIONS ON TRANSFERABILITY OF OPTIONS. Options shall not be
transferable otherwise than by will or by the laws of descent and distribution
or as provided in this Section 11. Notwithstanding the preceding, the Committee
may, in its discretion, authorize a transfer of all or a portion of any Option,
other than an Option which is intended to qualify as an incentive stock option,
by such holders who are or were executive officers of the Company (as such
officers are determined from time to time by the Board of Directors of the
Company) to (i) the spouse, children, stepchildren, grandchildren or other
family members of the initial holder ("Family Members"), (ii) a trust or trusts
for the exclusive benefit of such Family Members or (iii) such other persons or
entities which the Committee may permit; PROVIDED, HOWEVER, that subsequent
transfers of such Options shall be prohibited except by will or the laws of
descent and distribution. Any transfer of such an Option shall be subject to
such terms and conditions as the Committee shall approve, including that such
Option shall continue to be subject to the terms and conditions of the Option
and of the Plan as amended from time to time. The events of termination of
employment or service under Section 13 shall continue to be applied with respect
to the initial holder, following which a transferred Option shall be exercisable
by the transferee only to the extent and for the periods provided pursuant to
Section 13. An Option which is intended to qualify as an incentive stock option
shall not be transferable otherwise than by will or by the laws of descent and
distribution and shall be exercisable during the holder's lifetime only by the
holder thereof.

     12. EXERCISE OF OPTIONS. An Option, after the grant thereof, shall be
exercisable by the holder at such rate and times as may be determined by the
Committee.

     Notwithstanding the foregoing, all or any part of any remaining unexercised
Option granted to any person may be exercised in the following circumstances
(but in no event prior to approval of the Plan by shareholders as provided in
Section 18 or after the expiration of the Option): (a) subject to the provisions
of Section 13 hereof, upon the holder's retirement as an employee from the
Corporation and all Subsidiaries at or after age 65, (b) subject to the
provisions of Section 13 hereof, upon the disability (to the extent and in a
manner as shall be determined by the Committee in its sole discretion) or death
of the holder, (c) upon the occurrence of such special circumstance or event as
in the opinion of the Committee merits special consideration, or (d) if, while
the holder is employed by, or serving as a director of or consultant to, the
Corporation or a Subsidiary, there occurs a Change in Control. For purposes of
this Plan, a "Change in Control" shall be deemed to have occurred if (i) any
"person" or group of "persons" (as the term "person" is used in Sections 13(d)
and 14(d) of the Exchange Act ("Person"), acquires (or has acquired during the
twelve-month period ending on the date of the most recent acquisition by such
Person) the beneficial ownership, directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power of the then
outstanding securities of the Corporation; (ii) during any period of twelve
months, individuals who at the beginning of such period constitute the Board of
Directors, and any new director whose election or nomination was approved by the
directors in office who either were directors at the beginning of the period or
whose election or nomination was previously so approved, cease for any reason to
constitute at least a majority thereof; (iii) a Person acquires beneficial
ownership of stock of the Corporation that, together with stock held immediately
prior to such acquisition by such Person, possesses more than 50% of the total
fair market value or total voting power of the stock ("50% Ownership") of the
Corporation, unless the additional stock is acquired by a Person possessing,
immediately prior to such acquisition, beneficial ownership of 40% or more of
the Common Stock; or (iv) a Person acquires (or has acquired during the
twelve-month period ending on the date of the most recent acquisition by such
Person) assets from the Corporation that have a total fair market value equal to
or more than one-third of the total fair market value of all of the assets of
the Corporation immediately prior to such acquisition. Notwithstanding the
foregoing, for purposes of clauses (i) and (ii), a Change in Control will not be
deemed to have occurred if the power to control (directly or indirectly) the
management and policies of the Corporation is not transferred from a Person to
another Person; and for purposes of clause (iv), a Change in Control will not be
deemed to occur if the assets of the Corporation are transferred: (A) to a
shareholder in exchange for his or her stock, (B) to an entity in which the
Corporation has (directly or indirectly) 50% Ownership, or (C) to a Person that
has (directly or indirectly) at least 50% ownership of the Corporation with
respect to its stock outstanding, or to any entity in which such Person
possesses (directly or indirectly) 50% Ownership.

     An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect ("Exercise Notice"), together with
the Option certificate and the full purchase price of the Shares purchased
pursuant to the exercise of the Option, to the Chairman of the Board or an
officer of the Corporation appointed by the Chairman of the Board for the
purpose of receiving the same. Payment of the full purchase price shall be made
as follows: in cash or by check payable to the order of the Corporation; by
delivery to the Corporation of Shares which shall be valued at their Fair Market
Value on the date of exercise of the Option (provided, that a holder may not use
any previously owned Shares unless the holder has beneficially owned such Shares
for at least six months); by providing with the Exercise Notice an order to a
designated broker to sell part or all of the Shares and to deliver sufficient
proceeds to the Corporation, in cash or by check payable to the order of the
Corporation, to pay the full purchase price of the Shares and all applicable
withholding taxes; or by such other methods as the Committee may permit from
time to time.

     Within a reasonable time after the exercise of an Option, the Corporation
shall cause to be delivered to the person entitled thereto, a certificate for
the Shares purchased pursuant to the exercise of the Option. If the Option shall
have been exercised with respect to less than all of the Shares subject to the
Option, the Corporation shall also cause to be delivered to the person entitled
thereto a new Option certificate in replacement of the certificate surrendered
at the time of the exercise of the Option, indicating the number of Shares with
respect to which the Option remains available for exercise, or the original
Option certificate shall be endorsed to give effect to the partial exercise
thereof.

     13. TERMINATION OF EMPLOYMENT OR SERVICE. All or any part of any Option, to
the extent unexercised, shall terminate immediately (i) in the case of an
employee, upon the cessation or termination for any reason of the Option
holder's employment by the Corporation and all Subsidiaries, or (ii) in the case
of a director of the Corporation or a Subsidiary who is not also an employee of
the Corporation or a Subsidiary or in the case of a consultant to the
Corporation or a Subsidiary, upon the holder's ceasing to serve as a director of
or consultant to (as the case may be) the Corporation or a Subsidiary, except
that in either case under clause (i) or (ii) above, the Option holder shall have
three months following the cessation of the holder's employment with the
Corporation and Subsidiaries or his service as a director of or consultant to
the Corporation or a Subsidiary, as the case may be, and no longer, to exercise
any unexercised Option that the holder could have exercised on the day on which
such employment, or service as a director or consultant, terminated; PROVIDED,
HOWEVER, that such exercise must be accomplished prior to the expiration of the
term of such Option and PROVIDED, FURTHER, that if the cessation of employment
or service as a director or consultant is due to disability (to an extent and in
a manner as shall be determined in each case by the Committee in its sole
discretion) or to death, the Option holder or the representative of the Estate
or the heirs of a deceased Option holder shall have the privilege of exercising
the Options which are unexercised at the time of such disability or death, at
any time within one year after the Option holder's disability or death, as the
case may be, but prior to the expiration of the term of such Option.
Notwithstanding the foregoing or any other provision of the Plan to the
contrary, with respect to any Option, the Committee may determine, in its sole
discretion, either at the time of grant or thereafter, to permit such Option to
be exercised for such period extending beyond the three-month and one-year
periods specified above as the Committee deems appropriate, but in no event
beyond the expiration of the term of such Option. If the employment or service
of any Option holder with the Corporation or a Subsidiary shall be terminated
because of the Option holder's violation of the duties of such employment or
service with the Corporation or a Subsidiary as such holder may from time to
time have, the existence of which violation shall be determined by the Committee
in its sole discretion (which determination by the Committee shall be
conclusive), all unexercised Options of such Option holder shall terminate
immediately upon such termination of the holder's employment or service with the
Corporation and all Subsidiaries, and an Option holder whose employment or
service with the Corporation and Subsidiaries is so terminated, shall have no
right after such termination to exercise any unexercised Option that such holder
might have exercised prior to the termination of employment or service with the
Corporation and Subsidiaries.

     Nothing contained herein or in the Option certificate shall be construed to
confer on any employee, director or consultant any right to be continued in the
employ of the Corporation or any Subsidiary or as a director of or consultant to
the Corporation or a Subsidiary or derogate from any right of the Corporation
and any Subsidiary to request the resignation of or discharge any employee,
director or consultant (without or with pay), at any time, with or without
cause.

     14. ADJUSTMENT OF OPTIONED SHARES. If prior to the complete exercise of any
Option there shall be declared and paid a stock dividend upon the common stock
of the Corporation or if the common stock of the Corporation shall be split up,
converted, exchanged, reclassified, or in any way substituted for, the Option,
to the extent that it has not been exercised, shall entitle the holder thereof
upon the future exercise of the Option to such number and kind of securities or
other property subject to the terms of the Option to which such holder would
have been entitled had such holder actually owned the Shares subject to the
unexercised portion of the Option at the time of the occurrence of such stock
dividend, split-up, conversion, exchange, reclassification or substitution; and
the aggregate purchase price upon the future exercise of the Option shall be the
same as if the originally optioned Shares were being purchased thereunder. Any
fractional shares or securities payable upon the exercise of the Option as a
result of such adjustment shall be payable in cash based upon the Fair Market
Value of such shares or securities at the time of such exercise. If any such
event should occur, the number of Shares with respect to which Options remain to
be issued, or with respect to which Options may be reissued, shall be adjusted
in a similar manner. Notwithstanding any other provision of the Plan, in the
event of a recapitalization, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate structure or
outstanding Shares, the Committee may make such equitable adjustments to the
number of Shares and the class of shares available hereunder or to any
outstanding Options as it shall deem appropriate to prevent dilution or
enlargement of rights.

     15. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT. The Corporation
may postpone the issuance and delivery of Shares upon any exercise of an Option
until (a) the admission of such Shares to listing on any stock exchange on which
Shares of the Corporation of the same class are then listed, and (b) the
completion of such registration or other qualification of such Shares under any
State or Federal law, rule or regulation as the Corporation shall determine to
be necessary or advisable. Any person exercising an Option shall make such
representations and furnish such information as may, in the opinion of counsel
for the Corporation, be appropriate to permit the Corporation, in the light of
the then existence or non-existence with respect to such Shares of an effective
Registration Statement under the Securities Act of 1933, as from time to time
amended (the "Securities Act"), to issue the Shares in compliance with the
provisions of the Securities Act or any comparable act. The Corporation shall
have the right, in its sole discretion, to legend any Shares which may be issued
pursuant to the exercise of an Option, or may issue stop transfer orders in
respect thereof.

     16. INCOME TAX WITHHOLDING. If the Corporation or a Subsidiary shall be
required to withhold any amounts by reason of any national, state or local tax
rules or regulations in respect of the issuance of Shares pursuant to the
exercise of such Option, the Corporation or the Subsidiary shall be entitled to
deduct and withhold such amounts from any cash payments to be made to the holder
of such Option. In any event, the holder shall make available to the Corporation
or Subsidiary, promptly when requested by the Corporation or such Subsidiary,
sufficient funds to meet the requirements of such withholding; and the
Corporation or Subsidiary shall be entitled to take and authorize such steps as
it may deem advisable in order to have such funds made available to the
Corporation or Subsidiary out of any funds or property due or to become due to
the holder of such Option.

     17. ADMINISTRATION AND AMENDMENT OF THE PLAN. Except as hereinafter
provided, the Board of Directors or the Committee may at any time withdraw or
from time to time amend the Plan as it relates to, and the terms and conditions
of, any Options not theretofore granted, and the Board of Directors or the
Committee, with the consent of the affected holder of an Option, may at any time
withdraw or from time to time amend the Plan as it relates to, and the terms and
conditions of, any outstanding Option. Notwithstanding the foregoing, any
amendment by the Board of Directors or the Committee which would increase the
number of Shares issuable under Options granted pursuant to the Plan or to any
individual during any calendar year or change the class of persons to whom
Options may be granted shall be subject to the approval of the shareholders of
the Corporation within one year of such amendment.

     Determinations of the Committee as to any question which may arise with
respect to the interpretation of the provisions of the Plan and Options shall be
final. The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may
deem advisable to make the Plan and Options effective or provide for their
administration, and may take such other action with regard to the Plan and
Options as it shall deem desirable to effectuate their purpose.

     18. EFFECTIVE DATE. This Plan is conditioned upon its approval by the
shareholders of the Corporation on or before March 22, 1999, at any special or
annual meeting of the shareholders of the Corporation, except that this Plan is
adopted and approved by the Board of Directors effective March 23, 1998, to
permit the grant of Options prior to the approval of the Plan by the
shareholders of the Corporation as aforesaid. If this Plan is not approved by
the shareholders of the Corporation within the time period noted above, this
Plan and any Options granted hereunder shall be void and of no force or effect.

     19. FINAL ISSUANCE DATE. No Option shall be granted under the Plan after
March 22, 2008.
<PAGE>
                                                                       EXHIBIT A
                                                             Form of Certificate
                                                                   for Incentive
                                                                   Stock Options


                               OPTION CERTIFICATE

                             INCENTIVE STOCK OPTION
                                (Non-Assignable)

                   To Purchase _____________ Common Shares of

                               RECOTON CORPORATION

                           Issued Pursuant to the 1998
                    Stock Option Plan of Recoton Corporation



     THIS CERTIFIES that on ________________, 19__,
_________________________________ (the "Holder") was granted an option
("Option"), to purchase at the Option price of $_________ per share all or any
part of _____________ fully paid and non-assessable shares Common Shares, p.v.
$.20 (the "Shares") of Recoton Corporation ("Corporation"), upon and subject to
the following terms and conditions.

     This Option shall expire on _________________, 20__.

     This Option may be exercised or surrendered during the Holder's lifetime
only by the Holder. This Option shall not be transferable by the Holder
otherwise than by will or by the laws of descent and distribution.

     Except as otherwise provided in the1998 Stock Option Plan of Recoton
Corporation (the "Plan"), this Option shall be exercisable as follows: [insert
vesting schedule; also insert any extension of post-termination exercise period
beyond three-month and one-year periods, if determined at time of grant].1 In no
event, however, may this Option be exercised after the Option's expiration date.

     The Option and this Option certificate are issued pursuant to and are
subject to all of the terms and conditions of the Plan, the terms and conditions
of which are hereby incorporated by reference and a copy of which is attached to
this certificate. A determination of the Committee under the Plan as to any
questions which may arise with respect to the interpretation of the provisions
of the Option and of the Plan shall be final. The Committee may authorize and
establish such rules, regulations and revisions thereof not inconsistent with
the provisions of the Plan, as it may deem advisable.

     WITNESS the signature of the Corporation's duly authorized officer.

Dated: _______________________, 19__.

                                           RECOTON CORPORATION
                                           By: _________________________
--------

1 If, at the time of grant, the post-termination exercise period extends beyond
the three-month and one-year periods, then also add the following: In the event
the Option is exercised more than three months after the Holder's termination of
employment for reasons other than death or disability, or more than one year
after the Holder's termination of employment due to the Holder's disability,
then the Option, to the extent so exercised, shall be deemed not to be an
incentive stock option.
<PAGE>
                                                                       EXHIBIT B
                                                             Form of Certificate
                                                 for Employees' and Consultants'
                                                           Non-Qualified Options


                               OPTION CERTIFICATE

                           NON-QUALIFIED STOCK OPTION


                   To Purchase _____________ Common Shares of

                               RECOTON CORPORATION

                           Issued Pursuant to the 1998
                    Stock Option Plan of Recoton Corporation


     THIS CERTIFIES that on ________________, 19__, ____________________ (the
"Holder") was granted an option ("Option"), which is not an incentive stock
option, to purchase at the Option price of $_________ per share all or any part
of _____________ fully paid and non-assessable Common Shares, p.v. $.20 (the
"Shares"). of Recoton Corporation ("Corporation"), upon and subject to the
following terms and conditions.

     This Option shall expire on _________________, 20__.

     This Option shall not be transferable by the Holder otherwise than by will
or by the laws of descent and distribution or as provided pursuant to the 1998
Stock Option Plan of Recoton Corporation (the "Plan").

     Except as otherwise provided in the Plan, this Option shall be exercisable
as follows: [insert vesting schedule; also insert any extension of
post-termination exercise period beyond three-month and one-year periods, if
determined at time of grant]. In no event, however, may this Option be exercised
after the Option's expiration date.

     The Option and this Option certificate are issued pursuant to and are
subject to all of the terms and conditions of the Plan, the terms and conditions
of which are hereby incorporated by reference and a copy of which is attached to
this certificate. A determination of the Committee or the Board of Directors
under the Plan as to any questions which may arise with respect to the
interpretation of the provisions of the Option and of the Plan shall be final.
The Committee or the Board of Directors may authorize and establish such rules,
regulations and revisions thereof not inconsistent with the provisions of the
Plan, as it may deem advisable. WITNESS the signature of the Corporation's duly
authorized officer. Dated: _______________________, 19__.

                                          RECOTON CORPORATION
                                          By: _________________________
<PAGE>
                                                                       EXHIBIT C
                                                                         Form of
                                                                     Certificate
                                                                for Non-Employee
                                                              Directors' Options




                               OPTION CERTIFICATE

                           NON-QUALIFIED STOCK OPTION

                   To Purchase _____________ Common Shares of

                               RECOTON CORPORATION

                           Issued Pursuant to the 1998
                    Stock Option Plan of Recoton Corporation



     THIS CERTIFIES that on ________________, 19__, _____________________ (the
"Holder") was granted an option ("Option"), which is not an incentive stock
option, to purchase at the Option price of $_________ per share all or any part
of _____________ fully paid and non-assessable shares Common Shares, p.v. $.20
(the "Shares") of Recoton Corporation ("Corporation"), upon and subject to the
following terms and conditions.

     This Option shall expire on _________________, 20__.

     This Option shall not be transferable by the Holder otherwise than by will
or by the laws of descent and distribution or as provided pursuant to the 1998
Stock Option Plan of Recoton Corporation (the "Plan").

     Except as otherwise provided in the Plan, this Option shall be exercisable
as follows: [insert vesting schedule; also insert any extension of
post-termination exercise period beyond three-month and one-year periods, if
determined at time of grant]. In no event, however, may this Option be exercised
after the Option's expiration date.

     The Option and this Option certificate are issued pursuant to and are
subject to all of the terms and conditions of the Plan, the terms and conditions
of which are hereby incorporated by reference and a copy of which is attached to
this certificate. A determination of the Board of Directors of the Corporation
as to any questions which may arise with respect to the interpretation of the
provisions of the Option and of the Plan shall be final. The Board of Directors
of the Corporation may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may
deem advisable.

     WITNESS the signature of the Corporation's duly authorized officer.

Dated: _______________________, 19__.

                                             RECOTON CORPORATION
                                             By: _________________________