<PAGE>


          WESTMINSTER CAPITAL, INC.

          1997 STOCK INCENTIVE PLAN


          Section 1.  PURPOSE OF PLAN

          The purpose of this 1997 Stock Incentive Plan ("Plan") of Westminster
Capital, Inc., a Delaware corporation (the "Company"), is to enable the Company
and its subsidiaries to attract, retain and motivate their directors, employees
and consultants by providing for or increasing the proprietary interests of such
persons in the Company.

          Section 2.  PERSONS ELIGIBLE UNDER PLAN

          Any person, including any director of the Company, who is a director,
employee, consultant or adviser of the Company or any of its subsidiaries (a
"Grantee") shall be eligible to be considered for the grant of Awards (as
hereinafter defined) hereunder, PROVIDED HOWEVER, that only those Grantees who
are employees of the Company or any of its subsidiaries shall be eligible to be
considered for the grant of Incentive Stock Options (as hereinafter defined)
hereunder.

          Section 3.  AWARDS

          (a)  The Board of Directors of the Company (the "Board") or the
Committee (as hereinafter defined), on behalf of the Company, is authorized
under this Plan to enter into any type of arrangement with a Grantee that is
not inconsistent with the provisions of this Plan and that, by its terms,
involves or might involve the issuance of (i) shares of Common Stock, par
value $.01 per share, of the Company (the "Common Shares") or (ii) a
Derivative Security (as such term is defined in Rule 16a-1 promulgated under
the Securities Exchange Act of 1934, as such Rule may be amended from time to
time) with an exercise or conversion privilege at a price related to the
Common Shares or with a value derived from the value of the Common Shares.
The entering into of any such arrangement is referred to herein as the
"grant" of an "Award."

          (b)  Awards are not restricted to any specified form or structure
and may include, without limitation, sales or bonuses of stock, restricted
stock, stock options, reload stock options, stock purchase warrants, other
rights to acquire stock, securities convertible into or redeemable for stock,
stock appreciation rights, limited stock appreciation rights, phantom stock,
dividend equivalents, performance units or performance shares, and an Award
may consist of one such security or benefit, or two or more of them in tandem
or in the alternative.

          (c)  Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Award.

          (d)  Awards in the form of options shall provide for an exercise
price which is not less than 85% of the fair value of the stock at the time
the option is granted, except that the price shall be 110% of the fair value
in the case of any person who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company.  For
purposes of this Paragraph (d) the fair value of stock issuable upon exercise
of an option shall be determined by the Board of Directors of the Company or
Committee taking into account the following:

                 (i) If stock of the same class is publicly traded in an active
     market of substantial depth, the recent market price of such securities.

<PAGE>

                (ii) If stock of the same class has not been so publicly traded,
     the price at which securities of reasonably comparable corporations (if
     any) in the same industry are being traded, subject to appropriate
     adjustment for the dissimilarities between the corporations being compared.

               (iii) In the absence of any reliable indicator under subparagraph
     (i) of (ii) above, the earnings history, book value and prospects of the
     Company in the light of market conditions generally.

          (e)  The exercise period for awards granted in the form of options
shall be not more than 120 months from the date the option is granted.

          (f)  Awards granted in the form of options shall provide that neither
the option nor any interest therein may be sold, assigned, conveyed, gifted,
pledged, hypothecated or otherwise transferred in any manner other than by will
or the laws of descent and distribution.

          (g)  Awards granted in the form of options shall be exercisable at the
rate of at least 20% per year over five years from the date the option is
granted.

          (h)  Awards granted in the form of options shall provide that the
holder of the option shall have the right to exercise in the event of
termination of employment to the extent that the holder is entitled to exercise
on the date employment terminates as follows:

                 (i) At least six months from the date of termination if
     termination was caused by death or disability.

                (ii) At least 30 days from the date of termination if
     termination was caused other than by death or disability.

          (i)  Subject to the other specific provisions of this Plan, the Board
or the Committee, in its sole and absolute discretion, shall determine all of
the terms and conditions of each Award granted under this Plan, which terms and
conditions may include, among other things:

                 (i) a provision permitting the recipient of such Award,
     including any recipient who is a director or officer of the Company, to pay
     the purchase price of the Common Shares or other property issuable pursuant
     to such Award, or such recipient's tax withholding obligation with respect
     to such issuance, in whole or in part, by any one or more of the following:

                    (A)  the delivery of previously owned shares of capital
          stock of the Company (including "pyramiding") or other property,

                    (B)  a reduction in the amount of Common Shares or other
          property otherwise issuable pursuant to such Award, or

                    (C)  the delivery of a promissory note, the terms and
          conditions of which shall be determined by the Committee; or

               (ii) a provision required in order for such Award to qualify as
     an incentive stock option under Section 422 of the Internal Revenue Code
     (an "Incentive Stock Option").


                                          2
<PAGE>

          (j)  No Awards shall be granted pursuant to this Plan if, after the
granting of the Award, the number of Common Shares subject to such Award and all
other Awards then outstanding under this Plan and all other stock option, stock
bonus, stock purchase and other similar plans for employees, directors and/or
consultants exceeds 30% of the then outstanding shares of Common Stock of all
classes (determined by treating all shares of convertible preferred or
convertible senior common stock as if they had been converted but not taking
into account any shares subject to promotional waivers under Section 260.141 of
Title 10 of the California Code of Regulations), unless a percentage higher than
30% is approved by at least two-thirds of the outstanding shares entitled to
vote.  All calculations under this Section 4(i) shall be made in accordance with
the conditions and exclusions of Rule 260.140.45 of Title 10 of the California
Code of Regulations.

          Section 4.  STOCK SUBJECT TO PLAN

          (a)  The aggregate number of Common Shares that may be issued pursuant
to all Incentive Stock Options granted under this Plan shall not exceed
1,000,000.  Such maximum number does not include the number of Common Shares
subject to the unexercised portion of any Incentive Stock Option granted under
this Plan that expires or is terminated.  Such maximum number of Common Shares
is subject to adjustment as provided in Section 7 hereof (and is referred to
herein as the "Share Limitation").

          (b)  At any time, the aggregate number of Common Shares issued and
issuable pursuant to all Awards (including all Incentive Stock Options) granted
under this Plan shall not exceed the Share Limitation, subject to adjustment as
provided in Section 7 hereof.

          (c)  For purposes of Section 4(b) hereof, the aggregate number of
Common Shares issued and issuable pursuant to Awards granted under this Plan
shall at any time be deemed to be equal to the sum of the following:

                 (i) the number of Common Shares which were issued prior to such
     time pursuant to Awards granted under this Plan excluding (except for
     purposes of computing the Share Limitation applicable to Incentive Stock
     Options granted under this Plan) shares which were reacquired by the
     Company pursuant to provisions in the Awards with respect to which those
     shares were issued giving the Company the right to reacquire such shares
     upon the occurrence of certain events; plus

                (ii) the number of Common Shares which are or may be issuable at
     or after such time pursuant to outstanding Awards granted under this Plan
     prior to such time.

          (d)  The maximum number of shares as to which Awards can be made to
any employee in any calendar year under this Plan is 500,000.

          Section 5. DURATION OF PLAN

          No Awards shall be granted under this Plan after ______, 2007.
Although Common Shares may be issued after ______, 2007 pursuant to Awards
granted prior to such date, no Common Shares shall be issued under this Plan
after _______, 2017.

          Section 6. ADMINISTRATION OF PLAN

          (a)  This Plan shall be administered by the Board or a committee
thereof (the "Committee") consisting of two or more directors.


                                          3
<PAGE>

          (b)  Subject to the provisions of this Plan, the Board or the
Committee shall be authorized and empowered to do all things necessary or
desirable in connection with the administration of this Plan, including, without
limitation, the following:

                 (i)    adopt, amend and rescind rules and regulations relating
     to this Plan;

                (ii)    determine which persons meet the requirements of
     Section 2 hereof for eligibility under this Plan and to which of such
     eligible persons, if any, Awards shall be granted hereunder;

               (iii) grant Awards to eligible persons and determine the terms
     and conditions thereof, including the number of Common Shares issuable
     pursuant thereto;

                (iv)    determine whether, and the extent to which adjustments
     are required pursuant to Section 7 hereof; and

                 (v)    interpret and construe this Plan and the terms and
     conditions of any Award granted hereunder.

          Section 7. ADJUSTMENTS

          If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into a different number
or kind of shares or securities of the Company as a result of a reorganization,
merger, consolidation, recapitalization, restructuring, reclassification, stock
dividend, stock split, reverse stock split or the like, then appropriate and
proportionate adjustments shall be made in (a) the number and type of shares or
other securities of the Company that may be acquired, and the exercise price at
which they may be acquired, pursuant to Incentive Stock Options and other Awards
theretofore granted under this Plan and (b) the maximum number and type of
shares or other securities of the Company that may be issued pursuant to
Incentive Stock Options and other Awards thereafter granted under this Plan.

          Section 8. AMENDMENT AND TERMINATION OF PLAN

          The Board may amend or terminate this Plan at any time and in any
manner, PROVIDED, HOWEVER, that (a) no such amendment or termination shall
deprive the recipient of any Award theretofore granted under this Plan,
without the consent of such recipient, of any of his or her rights thereunder
or with respect thereto; and (b) no such amendment shall increase the
aggregate number of Common Shares that may be issued to all Incentive Stock
Options granted under this Plan (except pursuant to Section 7 hereof) or
change, alter or modify the employees or class of employees eligible to
receive Incentive Stock Options under the Plan without the approval of the
stockholders of the Company, which approval must be obtained within 12 months
after the adoption of such amendment by the Board.

          Section 9. EFFECTIVE DATE OF PLAN

          This Plan shall be effective as of _______, 1997, the date upon which
it was approved by the Board and the holders of a majority of Common Stock of
the Company; PROVIDED, HOWEVER, that no Common Shares may be issued under this
Plan until it has been approved, directly or indirectly, by a majority vote of
the holders of the outstanding shares of Common Stock of the Company at a
meeting duly held or by written consent in accordance with the laws of the State
of Delaware.  If an Award granted under this Plan takes the form of an option,
it shall be rescinded if such stockholder approval is not obtained within 12
months before or after the date set forth above upon which this Plan was
approved by the Board.  No shares


                                          4
<PAGE>

subject to any such option shall be counted in determining whether such
stockholder approval is obatined.

          Section 10. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAW

          Notwithstanding anything to the contrary in this Plan, no Common
Shares purchased upon exercise of an Award, and no certificate representing all
or any part of such shares, shall be issued or delivered if (a) such shares have
not been admitted to listing upon official notice of issuance on each stock
exchange or interdealer quotation system upon which shares of that class are
then listed or (b) in the opinion of counsel to the Company, such issuance or
delivery would cause the Company to be in violation of or to incur liability
under any Federal, state or other securities law, or any requirement of any
listing agreement to which the Company is a party, or any other requirement of
law or of any administrative or regulatory body having jurisdiction over the
Company.

          Section 11. INFORMATION TO GRANTEES

          The Company will provide to all Grantees of Awards under this Plan for
so long as such Awards remain outstanding financial statements of the Company at
least annually on or before 120 days after the end of each fiscal year of the
Company.  Such financial statements shall consist of a balance sheet, income
statement and statement of cash flows and shall be audited if the Company is
then employing independent certified public accountants to audit its financial
statements.  Such financial statements need not comply with Section 260.613 of
Title 10 of the California Code of Regulations.





                                          5