MESTEK, INC. 1996 STOCK OPTION PLAN

         This 1996 Stock  Option  Plan (the  "Plan")  provides  for the grant of
options to  acquire  shares of Common  Stock,  without  par value  (the  "Common
Stock"),  of Mestek,  Inc., a Pennsylvania  corporation (the  "Company").  Stock
options  granted  under this Plan that qualify under Section 422 of the Internal
Revenue Code of 1986, as amended (the  "Code"),  are referred to in this Plan as
"Incentive Stock Options." Incentive Stock Options and stock options that do not
qualify under Section 422 of the Code  ("Non-Qualified  Stock Options")  granted
under this Plan are referred to as "Options").

         1.  Purposes.  The  purposes of this Plan are to retain the services of
valued key employees and  consultants of the Company,  and such other persons as
the Plan  Administrator  shall select in  accordance  with  Section 3 below,  to
encourage such persons to acquire a greater proprietary interest in the Company,
thereby   strengthening  their  incentive  to  achieve  the  objectives  of  the
shareholders of the Company, and to serve as an aid and inducement in the hiring
of  new  employees,   consultants  and  other  persons   selected  by  the  Plan
Administrator.

         2.  Administration.  This Plan  shall be  administered  by the Board of
Directors  of the  Company  (the  "Board"),  except  that the Board may,  in its
discretion,  establish a committee  composed of not less than two "disinterested
persons" who are members of the Board or other persons to administer  this Plan,
which  committee (the  "Committee")  may be an executive,  compensation or other
committee,  including a separate committee  especially created for this purpose.
The Committee  shall have such of the powers and  authority  vested in the Board
hereunder as the Board may delegate to it (including  the power and authority to
interpret any provision of this Plan or of any Option).  The members of any such
Committee  shall  serve  at the  discretion  of the  Board.  The  Board,  or the
Committee if one has been established by the Board, are referred to in this Plan
as the  "Plan  Administrator."  No  person  shall  serve as a member of the Plan
Administrator  if his or her service would disqualify this Plan from eligibility
under  Securities and Exchange  Commission  Rule 16b-3,  as amended from time to
time, or any successor rule or regulatory  requirements  or under Section 162(m)
of the Code; provided, that the Plan Administrator shall consist of at least the
minimum number of persons  required by Securities and Exchange  Commission  Rule
16b-3, as amended, or any successor rule or regulatory requirements.

         Subject to the  provisions  of this Plan,  and with a view to effecting
its purpose,  the Plan Administrator shall have sole authority,  in its absolute
discretion,  to: (a) construe and interpret this Plan; (b) define the terms used
in this Plan; (c) prescribe, amend and rescind rules and regulations relating to
this Plan;  (d)  correct  any  defect,  supply any  omission  or  reconcile  any
inconsistency  in this Plan; (e) determine the individuals to whom Options shall
be granted  under this Plan and whether the Option is an Incentive  Stock Option
or a  Non-Qualified  Stock  Option;  (f)  determine  the  time or times at which
Options shall be granted under this Plan;  (g) determine the number of shares of
Common Stock  subject to each Option,  the  exercise  price of each Option,  the
duration  of each  Option  and the  times  at which  each  Option  shall  become
exercisable;  (h) determine all other terms and  conditions of Options;  and (i)
make all other  determinations  necessary or advisable for the administration of
this Plan. All decisions,  determinations and  interpretations  made by the Plan
Administrator  shall be binding and conclusive on all  participants in this Plan
and on their legal representatives, heirs and beneficiaries.

         3.  Eligibility.   Incentive  Stock  Options  may  be  granted  to  any
individual who, at the time the Option is granted, is an employee of the Company
or any Related  Corporation  (as defined  below),  including  employees  who are
directors  of the  Company  ("Employees").  Non-Qualified  Stock  Options may be
granted to  Employees  and to such other  persons,  including  directors  of the
Company, who are not Employees,  as the Plan Administrator shall select. Options
may be granted in substitution for outstanding Options of another corporation in
connection with the merger,  consolidation,  acquisition of property or stock or
other  reorganization  between  such other  corporation  and the  Company or any
subsidiary  of  the  Company.  Options  also  may be  granted  in  exchange  for
outstanding  Options. Any person to whom an Option is granted under this Plan is
referred to as an "Optionee."

                  As used in this Plan,  the term  "Related  Corporation,"  when
referring to a subsidiary  corporation,  shall mean any corporation  (other than
the Company) in an unbroken chain of corporations beginning with the Company if,
at the time of the granting of the Option,  each of the corporations  other than
the last corporation in the unbroken chain owns stock possessing  eighty percent
(80%) or more of the total combined  voting power of all classes of stock of one
of the other corporations in such chain.

         4.  Stock.  Subject  to  approval  of the Plan by  shareholders  of the
Company,  options  to  purchase a maximum  of  500,000  shares of the  Company's
authorized but unissued, or re-acquired,  Common Stock may be issued pursuant to
the Plan, subject to adjustment as provided in Section 5.13(a) below;  provided,
that any shares of Common  Stock  received or withheld by the Company as payment
for shares of Common  Stock  purchased  upon  exercise  of Options  pursuant  to
Section  5.9  below  shall be added to the  number  of such  shares  as to which
Options may be granted.  The number of shares with respect to which  Options may
be  granted  hereunder  is subject to  adjustment  as set forth in Section  5.13
below. In the event that any outstanding Option expires or is terminated for any
reason, the shares of Common Stock allocable to the unexercised  portion of such
Option may again be subject to an Option to the same  Optionee or to a different
person eligible under Section 3 above.

         5. Terms and Conditions of Options. Each Option granted under this Plan
shall be evidenced  by a written  agreement  approved by the Plan  Administrator
(the  "Agreement").  Agreements  may contain  such  additional  provisions,  not
inconsistent  with this Plan, as the Plan  Administrator  in its  discretion may
deem advisable. All Options also shall comply with the following requirements.

                  5.1 Number of Shares and Type of Option.  Each Agreement shall
state the number of shares of Common  Stock to which it pertains and whether the
Option is intended to be an  Incentive  Stock  Option or a  Non-Qualified  Stock
Option.  In the absence of action to the contrary by the Plan  Administrator  in
connection with the grant of an Option, all Options shall be Non-Qualified Stock
Options.  The aggregate fair market value  (determined at the Date of Grant,  as
defined  below) of the stock with respect to which  Incentive  Stock Options are
exercisable  for the first time by the Optionee  during any calendar  year shall
not exceed such limit as may be prescribed by the Code as it may be amended from
time to time.  Any Option  which  exceeds the annual limit shall not be void but
rather shall be a Non-Qualified Stock Option.

                  5.2 Date of Grant.  Each  Agreement  shall  state the date the
Plan  Administrator  has  deemed  to be the  effective  date of the  Option  for
purposes of this Plan (the "Date of Grant").

                  5.3 Option  Price.  Each  Agreement  shall state the price per
share of Common Stock at which it is  exercisable.  The exercise  price shall be
fixed by the Plan  Administrator  at whatever price the Plan  Administrator  may
determine in the exercise of its sole discretion;  provided,  that the per share
exercise  price for an  Incentive  Stock  Option shall not be less than the fair
market value per share of the Common Stock at the Date of Grant as determined by
the Plan  Administrator in good faith;  provided  further,  that with respect to
Incentive Stock Options granted to greater-than-ten  percent (>10%) shareholders
of the Company (as determined with reference to Section 424(d) of the Code), the
exercise  price per share shall not be less than one hundred ten percent  (110%)
of the fair  market  value per share of the  Common  Stock at the Date of Grant;
and, provided further,  that Incentive Stock Options granted in substitution for
outstanding  options of  another  corporation  in  connection  with the  merger,
consolidation,   acquisition  of  property  or  stock  or  other  reorganization
involving  such  other  corporation  and the  Company or any  subsidiary  of the
Company may be granted with an exercise  price equal to the  exercise  price for
the  substituted  option of the other  corporation,  subject  to any  adjustment
consistent with the terms of the transaction  pursuant to which the substitution
is to occur.

                  5.4  Duration  of  Options.  At the  time of the  grant of the
Option,  the Plan Administrator  shall designate,  subject to Section 5.7 below,
the expiration  date of the Option,  which date shall not be later than ten (10)
years from the Date of Grant in the case of Incentive  Stock Options;  provided,
that  the  expiration   date  of  any  Incentive   Stock  Option  granted  to  a
greater-than-ten  percent (>10%)  shareholder of the Company (as determined with
reference to Section  424(d) of the Code) shall not be later than five (5) years
from the Date of Grant.  In the  absence of action to the  contrary  by the Plan
Administrator in connection with the grant of a particular Option, and except in
the case of Incentive  Stock  Options as described  above,  all Options  granted
under this Plan shall expire ten (10) years from the Date of Grant.

                  5.5  Vesting  Schedule.  Except  as set forth in  Section  5.6
below, no Option shall be exercisable until it has vested.  The vesting schedule
for each Option  shall be  specified  by the Plan  Administrator  at the time of
grant  of the  Option  and,  in the  case of  employee  optionees,  provide  for
continuous  employment of the Optionee during the vesting period,  except as set
forth in Section 5.6 below;  provided,  that if no vesting schedule is specified
at the time of grant, the Option shall vest according to the following schedule:

                                                              Percentage of
                       Number of Years                        Total Option to
                  Following Date of Grant                     be Exercisable

                           1                                         20%
                           2                                         40%
                           3                                         60%
                           4                                         80%
                           5                                        100%

                  5.6  Acceleration  of  Vesting.  The  vesting  of one or  more
outstanding  Options may be accelerated by the Plan  Administrator at such times
and in such amounts as it shall determine in its sole discretion. If an Employee
Optionee's employment terminates by reason of death or Disability (as defined in
Section  5.7  below),  any Option held by such  Employee  Optionee  who has been
Continuously Employed by the Company or Related Corporation for a minimum of two
(2) years shall  become  fully  vested and  exercisable  and may  thereafter  be
exercised  during  the term of the  Option  set  forth  in  Section  5.7  below.
"Continuously   Employed"  shall  mean  the  absence  of  any   interruption  or
termination  of  service.  Continuous  Employment  with the  Company  or Related
Corporation  shall  not be  considered  interrupted  in the case of sick  leave,
military leave or any other leave of absence  approved by the Company or Related
Corporation  or in the case of  transfers  between  locations  of the Company or
between the Company, Related Corporations or their successors, provided that the
Optionee continues to be an employee of the Company or any Related  Corporation.
The  vesting  of  Options  also  shall be  accelerated  under the  circumstances
described in Section 5.13 and 5.14 below.

                  5.7 Term of Option.  Vested  Options shall  terminate,  to the
extent  not  previously  exercised,  upon  the  occurrence  of the  first of the
following  events:  (i) the expiration of the Option,  as designated by the Plan
Administrator  in  accordance  with Section 5.4 above;  (ii) the  expiration  of
ninety (90) days from the date of an  Optionee's  termination  of  employment or
contractual  relationship  with the Company or any Related  Corporation  for any
reason  whatsoever other than death or Disability (as defined below) unless,  in
the case of a Non-Qualified Stock Option, the exercise period is extended by the
Plan  Administrator  until a date  not  later  than the  expiration  date of the
Option;  or (iii) the  expiration  of one (1) year from (A) the date of death of
the  Optionee  or (B)  cessation  of an  Optionee's  employment  or  contractual
relationship by reason of Disability (as defined below) unless, in the case of a
Non-Qualified  Stock  Option,  the  exercise  period  is  extended  by the  Plan
Administrator  until a date not later than the expiration date of the Option. If
an Optionee's employment or contractual relationship is terminated by death, any
Option held by the Optionee shall be  exercisable  only by the person or persons
to whom such  Optionee's  rights under such Option shall pass by the  Optionee's
will or by the laws of descent  and  distribution  of the state or county of the
Optionee's domicile at the time of death.  "Disability" shall mean that a person
is  unable  to  engage  in any  substantial  gainful  activity  by reason of any
medically  determinable  physical or mental  impairment  that can be expected to
result in death or that has lasted or can be expected  to last for a  continuous
period  of not less  than  twelve  (12)  months.  The Plan  Administrator  shall
determine  whether an Optionee has incurred a Disability on the basis of medical
evidence  acceptable to the Plan  Administrator.  Upon making a determination of
Disability,  the Board shall, for purposes of the Plan, determine the date of an
Optionee's  termination  of  employment  or  contractual  relationship.   Unless
accelerated  in  accordance  with  Section  5.6 above,  unvested  Options  shall
terminate  immediately  upon  termination  of  employment of the Optionee by the
Company for any reason whatsoever, including death or Disability.

      If, in the case of an Incentive Stock Option,  an Optionee's  relationship
with the Company changes (e.g.,  from an Employee to a  non-employee,  such as a
consultant),  such change shall not  constitute a  termination  of an Optionee's
employment with the Company, but rather of the Optionee's Incentive Stock Option
which shall then be deemed a  Non-Qualified  Stock Option.  For purposes of this
Section  5.7,  transfer of  employment  between or among the Company  and/or any
Related  Corporation  shall  not  be  deemed  to  constitute  a  termination  of
employment  with the Company or any Related  Corporation.  For  purposes of this
Section  5.7,  employment  shall be deemed to continue  while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined by
the  Plan  Administrator).  The  foregoing  notwithstanding,   with  respect  to
Incentive Stock Options,  employment  shall not be deemed to continue beyond the
first ninety (90) days of such leave, unless the Optionee's re-employment rights
are guaranteed by statute or by contract.

                  5.8 Exercise of Options. Options shall be exercisable,  either
all or in part,  at any time after  vesting until  termination;  provided,  that
Optionee  must  comply with the six (6) month  holding  period  requirements  of
Section 16(b) of the Exchange Act and Rule 16b-3 thereunder. If less than all of
the shares  included  in the vested  portion  of any Option are  purchased,  the
remainder may be purchased at any subsequent time prior to the expiration of the
Option term. No portion of any Option for less than one hundred (100) shares (as
adjusted pursuant to Section 5.13 below) may be exercised; provided, that if the
vested  portion of any Option is less than one hundred (100)  shares,  it may be
exercised  with respect to all shares for which it is vested.  Only whole shares
may be issued  pursuant to an Option,  and to the extent  that an Option  covers
less than one (1) share, it is unexercisable. Options or portions thereof may be
exercised  by giving to the Company an executed  notice of election to exercise,
which  notice  shall  specify  the  number  of shares  to be  purchased,  and be
accompanied  by payment in the amount of the  aggregate  exercise  price for the
Common  Stock so  purchased,  which  payment  shall be in the form  specified in
Section 5.9 below.  The Company  shall not be  obligated  to issue,  transfer or
deliver  a  certificate  of Common  Stock to any  Optionee,  or to his  personal
representative,  until the aggregate exercise price has been paid for all shares
for which the Option shall have been  exercised and adequate  provision has been
made  by the  Optionee  for  satisfaction  of any  tax  withholding  obligations
associated with such exercise.  During the lifetime of an Optionee,  Options are
exercisable only by the Optionee.

                  5.9 Payment upon Exercise of Option.  Upon the exercise of any
Option,  the aggregate exercise price shall be paid to the Company in cash or by
certified  or  cashier's   check.  In  addition,   upon  approval  of  the  Plan
Administrator,  an  Optionee  may pay for all or any  portion  of the  aggregate
exercise  price  by (i)  delivering  to  the  Company  shares  of  Common  Stock
previously held by such Optionee, (ii) having shares withheld from the amount of
shares of Common  Stock to be  received by the  Optionee,  (iii)  delivering  an
irrevocable  subscription  agreement obligating the Optionee to take and pay for
the shares of Common  Stock to be  purchased  within one (1) year of the date of
such exercise or (iv)  complying  with any other payment  mechanisms as the Plan
Administrator may approve from time to time. The shares of Common Stock received
or withheld by the Company as payment for shares of Common Stock  purchased upon
the  exercise of Options  shall have a fair market value at the date of exercise
(as determined by the Plan Administrator)  equal to the aggregate exercise price
(or portion thereof) to be paid by the Optionee upon such exercise.

                  5.10 Rights as a Shareholder. An Optionee shall have no rights
as a  shareholder  with  respect to any shares  covered by an Option  until such
Optionee  becomes a record holder of such shares,  irrespective  of whether such
Optionee has given notice of exercise. Subject to the provisions of Section 5.13
and 5.14 below,  no rights shall accrue to an Optionee and no adjustments  shall
be made on account of  dividends  (ordinary or  extraordinary,  whether in cash,
securities or other property) or  distributions  or other rights declared on, or
created in, the Common  Stock for which the record date is prior to the date the
Optionee  becomes a record  holder of the shares of Common Stock  covered by the
Option, irrespective of whether such Optionee has given notice of exercise.

                  5.11 Transfer of Option.  Options  granted under this Plan and
the  rights  and  privileges  conferred  by this  Plan  may not be  transferred,
assigned,  pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will or by applicable laws of descent and distribution,
as defined by the Code, or the Employee  Retirement  Income Security Act, or the
rules  and  regulations  thereunder,  and  shall not be  subject  to  execution,
attachment or similar  process.  Upon any attempt to transfer,  assign,  pledge,
hypothecate  or  otherwise  dispose of any  Option or of any right or  privilege
conferred by this Plan contrary to the provisions hereof, or upon the sale, levy
or any attachment or similar process upon the rights and privileges conferred by
this plan, such Option shall thereupon terminate and become null and void.

                  5.12      Securities Regulation and Tax Withholding

                           5.12.1   Shares shall not be issued with  respect to
an Option  unless the exercise of such
Option and the  issuance  and  delivery  of such  shares  shall  comply with all
relevant provisions of law, including,  without limitation, any applicable state
securities  laws, the  Securities Act of 1933, as amended,  the Exchange Act, as
amended, the rules and regulations  thereunder and the requirements of any stock
exchange upon which such shares may then be listed,  and such issuance  shall be
further  subject to the approval of counsel for the Company with respect to such
compliance, including the availability of an exemption from registration for the
issuance  and sale of such shares.  The  inability of the Company to obtain from
any regulatory body the authority  deemed by the Company to be necessary for the
lawful issuance and sale of any shares under this Plan, or the unavailability of
an  exemption  from  registration  for the issuance and sale of any shares under
this Plan,  shall  relieve  the  Company of any  liability  with  respect to the
non-issuance or sale of such shares.

                                    As a condition to the exercise of an Option,
the Plan  Administrator  may require
the  Optionee to represent  and warrant in writing at the time of such  exercise
that the  shares  are  being  purchased  only for  investment  and  without  any
then-present  intention to sell or distribute such shares.  At the option of the
Plan  Administrator,  a stop-transfer order against such shares may be placed on
the stock books and records of the  Company,  and a legend  indicating  that the
stock may not be pledged,  sold or  otherwise  transferred  unless an opinion of
counsel is  provided  stating  that such  transfer  is not in  violation  of any
applicable law or regulation,  may be stamped on the  certificates  representing
such  shares  in  order to  assure  an  exemption  from  registration.  The Plan
Administrator also may require such other documentation as may from time to time
be necessary to comply with federal and state  securities  laws. THE COMPANY HAS
NO  OBLIGATION TO UNDERTAKE  REGISTRATION  OF THE OPTIONS OR THE SHARES OF STOCK
ISSUABLE UPON THE EXERCISE OF OPTIONS.
                           5.12.2 As a condition to the exercise of any Option
granted under this Plan,  the Optionee
shall make such  arrangements  as the Plan  Administrator  may  require  for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise.

                           5.12.3 The issuance,  transfer or delivery of
certificates of Common Stock pursuant to the
exercise of Options may be delayed, at the discretion of the Plan Administrator,
until the Plan  Administrator  is satisfied that the applicable  requirements of
the federal and state securities laws and the withholding provisions of the Code
have been met.



                           5.13.  Stock Dividend, Reorganization or Liquidation

                           5.13.1 If (i) the  Company  shall at any time be
involved in a  transaction  described  in
Section  4.24(a)  of the Code (or any  successor  provision)  or any  "corporate
transaction"  described in the  regulations  thereunder,  (ii) the Company shall
declare a dividend  payable in, or shall subdivide or combine,  its Common Stock
or (iii) any other event with  substantially  the same effect shall occur,  then
the Plan  Administrator  shall  proportionately  adjust  the number of shares of
Common  Stock  authorized  for  issuance  under this Plan  pursuant to section 4
above, and shall further  proportionately  adjust the number of shares of Common
Stock  and/or the  exercise  price per share with  respect to each  Option  then
outstanding  so  as  to  preserve  the  rights  of  the  Optionee  substantially
proportionate  to the rights of the  Optionee  prior to such event,  all without
further  action  on the  part of the  Plan  Administrator,  the  Company  or its
shareholders.

                           5.13.2 If the Company is liquidated or dissolved,
the Plan  Administrator  shall allow the
holders of any  outstanding  Options to exercise all or any part of the unvested
portion  of the  Options  held by them;  provided,  that  such  Options  must be
exercised prior to the effective date of such liquidation or dissolution. If the
Option holders do not exercise their Options prior to such effective  date, each
outstanding  Option shall  terminate as of the effective date of the liquidation
or dissolution.

                           5.13.3 The  foregoing  adjustments  in the shares
subject to Options  shall be made by the
Plan  Administrator,  or by any successor  administrator of this Plan, or by the
applicable terms of any assumption or substitution document.

                           5.13.4  The  grant of an  Option  shall  not  affect
in any way the  right or power of the
Company to make adjustments,  reclassifications,  reorganizations  or changes of
its  capital or  business  structure,  to merge,  consolidate  or  dissolve,  to
liquidate or to sell or transfer all or any part of its business or assets.

                  5.14  Change in Control; Extraordinary Dividend

                           5.14.1  Change in Control.  If at any time there is a
Change in Control (as defined  below)
of the  Company,  all  Options  shall  accelerate  and become  fully  vested and
immediately  exercisable  for the duration of the Option  term.  For purposes of
this  Subsection  5.14.1,  "Change  in  Control"  shall  mean  either one of the
following:  (i) When any  "person,"  as such term is used in Sections  13(d) and
14(d) of the Exchange Act (other than a  shareholder  of the Company on the date
of this Plan,  the  Company,  a  Subsidiary  or an employee  benefit plan of the
Company,  including any trustee of such plan acting as trustee)  becomes,  after
the date of this Plan,  the  "beneficial  owner" (as defined in Rule 13d-3 under
the  Exchange  Act),  directly  or  indirectly,  of  securities  of the  Company
representing  fifty  percent  (50%) or more of the combined  voting power of the
Company's then outstanding  securities;  or (ii) the occurrence of a transaction
requiring shareholder  approval,  and involving the sale of all or substantially
all of the  assets of the  Company  or the  merger of the  Company  with or into
another corporation.

                           5.14.2  Declaration of Extraordinary Dividend.
If at any time the  Company  declares  an  Extraordinary  Dividend  (as  defined
below),  all Options  shall  accelerate  and  thereupon  become fully vested and
immediately  exercisable  for the duration of the Option  term.  For purposes of
this  Subsection  5.14.2,  "Extraordinary  Dividend"  shall mean a cash dividend
payable to  holders of record of the Common  Stock in an amount in excess of ten
percent (10%) of the then fair market value of the Company's  Common Stock.  The
fair market  value of the  Company's  Common Stock shall be  determined  in good
faith by the Board.

         6. Effective  Date;  Term.  This Plan is effective  March 20, 1996, the
date  of  approval  by  Board  of  Directors  of the  Company,  so long as it is
subsequently approved by the affirmative vote of the shareholders of the Company
within one year  thereof.  Incentive  Stock  Options  may be granted by the Plan
Administrator  from time to time from the  effective  date  until ten (10) years
thereafter.  Non-Qualified  Stock  Options  may be  granted  until  this Plan is
terminated by the Board in its sole  discretion.  Termination of this Plan shall
not terminate any Option granted prior to such termination.

         7.       No  Obligations  to Exercise  Option.  The grant of an Option
shall impose no  obligation  upon the Optionee to exercise such Option.

         8. No Right to Options or to Employment. The grant of any Options under
this Plan shall be exclusively within the discretion of the Plan  Administrator,
and nothing  contained  in this Plan shall be construed as giving any person any
right to participate  under this Plan. The Plan shall not confer on any Optionee
any  right  with  respect  to  continuation  of any  employment  or  contractual
relationship with the Company or any Related Corporation, nor shall it interfere
in any way with the  Company's  or, where  applicable,  a Related  Corporation's
right to terminate any Optionee's employment or contractual  relationship at any
time, which right is hereby reserved.

         9.   Application  of Funds.  The  proceeds  received by the Company
from the sale of Common Stock issued upon the exercise of Options shall be used
for general corporate purposes, unless otherwise directed by the Board.

         10.  Indemnification  of Plan  Administrator.  In addition to all other
rights of indemnification  they may have as members of the Board, members of the
Plan  Administrator  shall be  indemnified  by the  Company  for all  reasonable
expenses and liabilities of any type or nature,  including reasonable attorneys'
fees,  incurred in connection with any action,  suit or proceeding to which they
or any of them are a party by reason of, or in connection with, this Plan or any
Option  granted  under  this  Plan,  and  against  all  amounts  paid by them in
settlement  thereof  (provided  that such  settlement is approved by independent
legal counsel selected by the Company),  except to the extent that such expenses
relate to matters for which it is adjudged that such Plan  Administrator  member
is liable for willful misconduct;  provided, that within fifteen (15) days after
the institution of any such action,  suit or proceeding,  the Plan Administrator
member involved  therein shall,  in writing,  notify the Company of such action,
suit or  proceeding,  so that  the  Company  may have  the  opportunity  to make
appropriate arrangements to prosecute or defend the same.

         11. Amendment of Plan. The Plan Administrator may, at any time, modify,
alter, amend,  discontinue or terminate this Plan and options granted under this
Plan,  including,  without  limitation,  such modifications or amendments as are
necessary to maintain compliance with applicable statutes, rules or regulations;
provided,  that no amendment with respect to an outstanding Option shall be made
over the objection of the Optionee  thereof;  and provided  further,  that,  the
approval  of the holders of a majority of the  Company's  outstanding  shares of
voting  capital stock  represented  at a meeting at which a quorum is present is
required  within  twelve  (12) months  before or after the  adoption by the Plan
Administrator  of any  amendment  that will permit the  granting of Options to a
class of persons other than those  currently  eligible to receive  Options under
this Plan or that would cause this Plan to no longer comply with  Securities and
Exchange  Commission  Rule 16b-3,  as amended,  or any  successor  rule or other
regulatory  requirements.  Without limiting the generality of the foregoing, the
Plan  Administrator  may modify  grants to persons  who are  eligible to receive
Options under this Plan who are foreign nationals or employed outside the United
States to recognize differences in local law, tax policy or custom.