EMCEE BROADCAST PRODUCTS, INC.
                  NONSTATUTORY STOCK OPTION PLAN
     THIS NONSTATUTORY STOCK OPTION PLAN (the "PLAN"), approved by the
affirmative vote of a majority of the stockholders of EMCEE Broadcast Products,
Inc. (the "COMPANY"), a Delaware corporation, present in person or represented
by proxy, at the 1996 Annual Meeting of Stockholders on August 26, 1996 (the
"EFFECTIVE DATE"), in accordance with the applicable laws of the State of
Delaware.
                     ARTICLE I - DEFINITIONS
     1.1  The following is a list which sets forth the meaning of certain terms
used in this Plan which are not elsewhere defined herein:
          1.1.1     "Administering Body" shall mean the Board or the Committee.
          1.1.2     "Board" shall mean the Board of Directors of the Company.
          1.1.3     "Code" shall mean the Internal Revenue Code of 1986, as
amended.
          1.1.4     "Committee" shall mean the Stock Option Committee of the 
Board or such other committee of the Board, duly established and constituted by 
the Board from time to time by resolution.  
          1.1.5     "Company Stock" shall mean the common stock of the Company.
          1.1.6     "Date of Grant" shall mean the date on which the 
Administering Body, by resolution, grants an Option to an Optionee.
          1.1.7     "Disinterested Person" shall have the meaning ascribed to it
in Rule 16b-3 under the 1934 Act.

          1.1.8     "Fair Market Value" shall mean the average of the highest
and lowest prices per share of Company Stock on the NASDAQ National Market or
on such other market or exchange on which the Company Stock is then traded, as 
reported in the Wall Street Journal; in the absence of such a report on the Date
of Grant in question, the first preceding day on which there was such a report 
shall be used.
          1.1.9     "1934 Act" shall mean the Securities Exchange Act of 1934.
          1.1.10 "Option" shall mean an option to purchase Company Stock
pursuant to the provisions of this Plan.
          1.1.11 "Optionee" shall mean any director (unless he is a member of
the Administering Body), officer or other key management employee of the Company
or any Subsidiary to whom an Option, which has not expired or been terminated,
has been granted under the provisions of this Plan.
          1.1.12 "Stock Option Agreement" shall mean a written instrument
approved by the Administering Body from time to time, setting forth the terms
and conditions under which an Optionee has been granted an Option.
          1.1.13 "Subsidiary" shall mean a subsidiary corporation of the
Company as defined in Section 424 of the Code.         
          1.1.14 "Termination Date" shall mean August 25, 2006, at 5:00 P.M.


                   ARTICLE II - PLAN FORMATION
     2.1  This Plan shall be known as the "1996 EMCEE Broadcast Products Stock
Option Plan".
     2.2  The purpose of this Plan is to advance the interests of the Company
and its shareholders by affording eligible directors, officers and key 
management 
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employees of the Company and its Subsidiaries the opportunity to become owners,
or to increase their ownership of, Company Stock, and to motivate and retain 
such individuals, upon whose judgment, initiative, leadership and continued 
efforts the success of the Company in large measure depends, as well as to 
attract highly competent individuals to such positions.
     2.3  The Options are not "incentive stock options" within the meaning of
Section 422 of the Code.
     2.4  This Plan is intended to be a plan, the transactions of which, as to
directors and officers, shall  be  exempt  from  Section 16 (b) of the 1934 Act,
pursuant to Rule 16b-3 under the 1934 Act. 
     2.5  This Plan shall begin and take effect on the Effective Date and shall
end and terminate on and as of the Termination Date.
                ARTICLE III - PLAN ADMINISTRATION
     3.1  This Plan shall be administered by the Administering Body. If the
Administering Body is the Committee, it shall report all action taken by it to
the Board. All members of the Administering Body must be Disinterested Persons.
     3.2  Subject to the provisions of this Plan, the Administering Body shall
have full and final authority, in its discretion, to take any and all actions
and to make any and all determinations deemed necessary or advisable for the 
proper administration of this Plan, for which all such actions and
determinations shall be conclusively binding for all purposes and upon all 
persons and entities, including, but not limited to:
          3.2.1     determining and choosing Optionees;
          3.2.2     determining the time or times at which Options shall be
granted;
          3.2.3     determining the number of shares of Company Stock which 
shall be subject to each Option;
          3.2.4     construing and interpreting this Plan; and
          3.2.5     determining the terms and conditions of Stock Option
Agreements, which need not be identical, including, but not limited to, terms
covering the payment of the "Option Price" (defined hereinafter).
     3.3  In determining the eligibility of, and in choosing an Optionee, as
well as the number of shares of Company Stock covered by an Option granted to
each such Optionee, the Administering Body shall consider such individual's
position and responsibilities, the nature and value to the Company or its
Subsidiary of such individual's services, such individual's present and/or
potential contribution to the success of the Company or a Subsidiary and such
other performance and contribution factors applicable to such individual as the
Administering Body may deem relevant.
          ARTICLE IV - COMPANY STOCK SUBJECT TO OPTIONS;
                    OPTION PRICE; ANTIDILUTION
     4.1  Subject to Section 4.5 hereof, the aggregate number of shares of
Company Stock available for Options granted pursuant to this Plan shall not
exceed one hundred thousand (100,000).
     4.2  In the event of a forfeiture or rejection of an Option, or in the
event any Stock Option Agreement or Option shall terminate or expire for any
reason or be surrendered without having been fully exercised, then, in any such
event, the shares of Company Stock subject thereto which were not purchased by
the Optionee shall again become available for Options to be granted subsequently
under this Plan.
     4.3  The Company Stock to be issued pursuant to the exercise of any Option
shall be registered under applicable federal and state securities laws prior to
the date on which the Option may be exercised by the Optionee, and may come from
<PAGE>
authorized but unissued shares or treasury stock.
     4.4  The price per share of Company Stock for which Options may be granted
hereunder (the "OPTION PRICE") shall be the Fair Market Value thereof on theDate
of Grant. If the Company Stock is at any time traded on more than one market or
exchange, the Administering Body shall exercise its discretion in determining
which such market or exchange shall be used in determining Fair Market Value.

     4.5  Subject to the provisions of Article VI hereof, in order to prevent
the enlargement or dilution of rights, in the event that the outstanding shares
of Company Stock are hereafter changed into or exchanged for a different number
or kind of shares or other securities of the Company or of another corporation,
whether by reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock split, stock
dividend, subdivision, reverse split or otherwise, the Administering Body shall,
on the basis of a determination made by the Company's independent auditors,which
determination shall be binding on the Company, its Subsidiaries and all
Optionees, proportionately adjust the aggregate number and kind of shares
available hereunder for Options and the rights under outstanding Options granted
hereunder, both as to the number of shares and the Option Price.
       ARTICLE V - GENERAL TERMS AND CONDITIONS OF OPTIONS
     5.1  Each Option granted under this Plan shall be evidenced by a Stock
Option Agreement, which will incorporate by reference all of the provisions of
this Plan, and which must be duly executed by the Company and the Optionee. The
date of each Stock Option Agreement shall be the Date of Grant of the Option
therefor, irrespective of the date of execution thereof. The Administering Body
shall have the discretion to cause a forfeiture of the grant of any Option if 
the Optionee has not executed and delivered the Stock Option Agreement by a date
certain specified by the Administering Body, which shall in no event be less
than seven (7) calendar days from the date the Stock Option Agreement is 
delivered to the Optionee for execution.
     5.2  The Expiration Date of each Option shall be fixed by the
Administering Body, but such expiration date shall not exceed ten (10) years 
from the Date of Grant. Provided that the Date of Grant of an Option shall 
precede the Termination Date, the expiration date thereof, subject to the 
immediately preceding sentence in this Section 5.2, may be subsequent to the 
Termination Date. 
     5.3  Notwithstanding any possible contrary interpretation of any provision
set forth in any Stock Option Agreement or this Plan, neither this Plan nor any
Stock Option Agreement shall entitle an Optionee to any of the rights of a
stockholder of the Company. No Optionee shall have any such rights unless and
until duly authorized certificates evidencing the shares of Company Stock
purchased are delivered to the Optionee.
     5.4  An Option may be exercised all at one time or in part from time to
time, at the discretion of the Optionee, during the term thereof; provided,
however, that each Stock Option Agreement shall provide that no Optionee may
exercise an Option, in whole or in part, until at least two (2) years have
expired from the Date of Grant; and provided further that no partial exercise of
an Option may be for less than one hundred (100) shares or, if less, the number
of shares remaining available thereunder.
     5.5  Subject to the expiration date thereof and the provisions of this
Plan, each Option shall be exercisable during the Optionee's lifetime only by
the Optionee. No Option shall be transferable or assignable by an Optionee other
than by will or the laws of descent and distribution or pursuant to a "qualified
<PAGE> 
domestic relations order" as defined by the Code  or Title I of the Employee
Retirement Income Security Act ("ERISA"), or the rules thereunder. Except as
expressly permitted herein, an Option shall terminate and become null and void
if it or the Stock Option Agreement therefor is transferred, assigned, pledged
or hypothecated in any way or becomes subject to any security interest, lien or
other encumbrance, or to levy, execution, attachment or similar process.
     5.6  Upon termination of an Optionee's employment with the Company or its
Subsidiary, or the date on which he ceases to be a director, as the case may be,
the Optionee's rights and privileges with respect to an Option granted to him
pursuant to this Plan shall be limited in the manner set forth in his Stock
Option Agreement or, if not specified therein, to the shares of Company Stock
subject to an Option or Options which were exercisable by him on the date ofsuch
termination or cessation, with such Option rights and privileges to expire and
the Stock Option Agreement(s) therefor to terminate in thirty (30) calendar days
from such date.
     5.7  If an Optionee shall die while all or any part of an Option granted
to him under this Plan remains outstanding, then, notwithstanding Section 5.5
hereof, such Optionee's personal representative shall have one hundred eight
(180) calendar days from the date of the Optionee's death to exercise such
Option, to the extent it is exercisable during such time, after which such 
Option shall expire and the Stock Option Agreement therefor shall terminate.
                 ARTICLE VI - FUNDAMENTAL CHANGES
     6.1  Notwithstanding any other provision contained in this Plan or in any
Stock Option Agreement, in the event the Company resolves to (1) consolidate or
merge with or into another corporation, (2) accept an offer to purchase thirty
(30%) percent or more of the then issued and outstanding Company Stock, (3) sell
all or substantially all of its assets, or (4) voluntarily or involuntarily
dissolve or liquidate, then, in any such event, the Administering Body may
terminate all Options then outstanding in whole or in part and the Stock Option
Agreements therefor after having given thirty (30) days advance written notice
to each Optionee, during which time each such Optionee shall have the right to
exercise, to the extent then exercisable, his Option or Options in accordance
with this Plan and his Stock Option Agreement(s).
               ARTICLE VII - TERMINATION; AMENDMENT
     7.1  The Board may at any time, upon recommendation of the Committee, if
the Committee is then the Administering Body, but otherwise in its sole
discretion, terminate and in any respect amend this Plan; provided, however,that
no such action without approval of the majority of the stockholders of the
Company may: 
          7.1.1     Materially increase the benefits accruing to Optionees under
this Plan;
          7.1.2     Materially increase the number of shares of Company Stock 
which may be issued under this Plan; or
          7.1.3     Materially modify the requirements as to eligibility for
participation in this Plan;
     Provided further, however, that no termination, except as provided in
Article VI hereof, or amendment of this Plan shall in any manner affect any
Option granted under this Plan which is then outstanding, without the consent of
the Optionee.
     7.2  Notwithstanding Section 7.1 hereof, in no event shall this Plan be
amended more than once every six months, other than to comport with changes in
the Code or ERISA, or the rules thereunder, with respect to any provision 
<PAGE>

hereof which may now or hereafter cover "formula awards" as described in Rule 
16b-3 under the 1934 Act.
                   ARTICLE VIII - MISCELLANEOUS
     8.1  Nothing in this Plan or in any Stock Option Agreement shall confer
upon any Optionee the right to continue in the Company's or any Subsidiary's
employ, or to continue to be engaged as a director thereof, as the case may be.
     8.2  The adoption of this Plan shall not affect any other stock option,
incentive or other compensation plan of the Company or any Subsidiary, nor shall
this Plan preclude the Company or any Subsidiary from establishing any such plan
for its directors, officers or employees in the future.

     8.3  This Plan shall be binding upon the Company and its successors and
assigns and, subject to the restrictions and limitations contained in Section5.5
-- 5.7 hereof, inclusive, each Optionee and his heirs, personal representatives
and assigns. The Company shall provide each Optionee with a copy of this Plan at
the time the Optionee's Stock Option Agreement is delivered to him for execu-
tion,and each such Optionee shall be deemed to have accepted and agreed to each 
of the provisions of this Plan by virtue of his execution of such Stock Option
Agreement.
     8.4  Any conflicts or inconsistencies between this Plan and any Stock
Option Agreement shall be resolved in favor of this Plan.   
     8.5  Whenever used herein nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.
     8.6  The Article titles set forth in this Plan are inserted for
convenience and reference only and shall not be considered to constitute a part
of this Plan or limit, expand or change any of the provisions of this Plan.