AMENDED AND RESTATED
                          BPC HOLDING CORPORATION
                          1996 STOCK OPTION PLAN



1.   PURPOSE OF THE PLAN.

          The purpose of the AMENDED AND RESTATED BPC HOLDING CORPORATION
1996 STOCK OPTION PLAN (the "Plan") is (i) to further the growth and
success of BPC HOLDING CORPORATION (the "Company") and its Subsidiaries (as
hereinafter defined) by enabling directors and employees of, and
independent consultants to, the Company and any of its Subsidiaries to
acquire shares of Class B Nonvoting Common Stock, $.01 par value (the
"Common Stock"), of the Company, thereby increasing their personal interest
in such growth and success, and (ii) to provide a means of rewarding
outstanding performance by such persons to the Company and/or its
Subsidiaries.  Options granted under the Plan may be either "incentive
stock options" ("ISOs"), intended to qualify as such under the provisions
of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or non-qualified stock options ("NSOs").  For purposes of the
Plan, the terms "Parent" and "Subsidiary" shall mean "Parent Corporation"
and "Subsidiary Corporation", respectively, as such terms are defined in
Sections 424(e) and (f) of the Code.  Unless the context otherwise
requires, any ISO or NSO shall hereinafter be referred to as an "Option".


2.  ADMINISTRATION OF THE PLAN.

          (a)  STOCK OPTION COMMITTEE.

          The Plan shall be administered by the Board of Directors of the
Company (the "Board") or a Stock Option Committee (the "Committee")
consisting of three persons appointed to such Committee from time to time
by the Board; PROVIDED, HOWEVER, that, so long as it shall be required to
comply with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), in order to permit transactions pursuant to
the Plan by officers and directors of the Company to be exempt from the
provisions of Section 16(b) of the 1934 Act, each of such persons, at the
effective date of his or her appointment to the Committee, shall be a "Non-
Employee Director" within the meaning of Rule 16b-3.  The members of the
Committee may be removed at any time either with or without cause by the
Board.  Any vacancy on the Committee, whether due to action of the Board or
any other cause, shall be filled by the Board.  The term "Committee" shall,
for all purposes of the Plan other than this Section 2, be deemed to refer
to the Board if the Board is administering the Plan.





NY1:1436157.1


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          (B)  PROCEDURES.

          If the Plan is administered by a Committee, the Board shall from
time to time select a Chairman from among the members of the Committee.
The Committee shall adopt such rules and regulations as it shall deem
appropriate concerning the holding of meetings and the administration of
the Plan.  A majority of the entire Committee shall constitute a quorum and
the actions of a majority of the members of the Committee present at a
meeting at which a quorum is present, or actions approved in writing by all
of the members of the Committee, shall be the actions of the Committee.

          (C)  INTERPRETATION.

          Except as otherwise expressly provided in the Plan, the Committee
shall have all powers with respect to the administration of the Plan,
including, without limitation, full power and authority to interpret the
provisions of the Plan and any Option Agreement (as defined in Section
5(b)), and to resolve all questions arising under the Plan.  All decisions
of the Board or the Committee, as the case may be, shall be conclusive and
binding on all participants in the Plan.


3.  SHARES OF STOCK SUBJECT TO THE PLAN.

          (a)  NUMBER OF SHARES.

          Subject to the provisions of Section 9 (relating to adjustments
upon changes in capital structure and other corporate transactions), the
number of shares of Common Stock subject at any one time to Options granted
under the Plan, plus the number of shares of Common Stock theretofore
issued and delivered pursuant to the exercise of Options granted under the
Plan, shall not exceed 51,620 shares.  If and to the extent that Options
granted under the Plan terminate, expire or are cancelled without having
been fully exercised, new Options may be granted under the Plan with
respect to the shares of Common Stock covered by the unexercised portion of
such terminated, expired or cancelled Options.

          (B)  CHARACTER OF SHARES.

          The shares of Common Stock issuable upon exercise of an Option
granted under the Plan shall be (i) authorized but unissued shares of
Common Stock, (ii) shares of Common Stock held in the Company's treasury or
(iii) a combination of the foregoing.

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          (C)  RESERVATION OF SHARES.

          The number of shares of Common Stock reserved for issuance under
the Plan shall at no time be less than the maximum number of shares which
may be purchased at any time pursuant to outstanding Options.


4.  ELIGIBILITY.

          (a)  GENERAL.

          Options may be granted under the Plan only to:

               (i)  persons who are employees of, or independent
     consultants to, the Company or any of its Subsidiaries; or

               (ii)  persons who are directors of the Company or any
     of its Subsidiaries.

          Options granted to employees of the Company or any of its
Subsidiaries shall be, in the discretion of the Committee, either ISOs or
NSOs, and Options granted to independent consultants to or directors of the
Company or any of its Subsidiaries who are not employees of the Company or
any of its Subsidiaries shall be NSOs.  Notwithstanding the foregoing,
Options may be conditionally granted to persons who are prospective
employees or directors of, or independent consultants to, the Company or
any of its Subsidiaries; PROVIDED, HOWEVER, that any such conditional grant
of an ISO to a prospective employee shall, by its terms, become effective
no earlier than the date on which such person actually becomes an employee.

          (B)  EXCEPTIONS.

          Notwithstanding anything contained in Section 4(a) to the
contrary:

               (i)  no ISO may be granted under the Plan to  an
     employee who owns, directly or indirectly (within the meaning of
     Sections 422(b)(6) and 424(d) of the Code), stock possessing more
     than 10% of the total combined voting power of all classes of
     stock of the Company or of its Parent, if any, or any of its
     Subsidiaries, unless (A) the Option Price (as defined in Section
     6(a)) of the shares of Common Stock subject to such ISO is fixed
     at not less than 110% of the Fair  Market Value on the date of
     grant (as determined in accordance with Section 6(b)) of such
     shares and (B) such ISO by its terms is not exercisable after the
     expiration of five years from the date it is granted; and

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               (ii)  no Option may be granted to a person (A) who has
     been appointed pursuant to Section 2(a) to serve on the Committee
     effective as of a future date at any time during the period from
     the date such appointment is made to the date such appointment is
     to become effective or (B) who is serving as a member of the
     Committee.



5.  GRANT OF OPTIONS.

          (a)  GENERAL.

          Options may be granted under the Plan at any time and from time
to time on or prior to the seventh anniversary of the Effective Date (as
defined in Section 11).  Subject to the provisions of the Plan, the
Committee shall have plenary authority, in its discretion, to determine:

               (i)  the persons (from among the class of  persons
     eligible to receive Options under the Plan) to whom Options shall
     be granted (the "Optionees");

               (ii)  the time or times at which Options shall be
     granted;

               (iii)  the number of shares subject to each Option;

               (iv)  the Option Price of the shares subject to each
     Option, which price, in the case of ISOs, shall be not less than
     the minimum specified in Section  4(b)(i) or 6(a) (as
     applicable); and

               (v)  the time or times when each Option shall become
     exercisable and the duration of the exercise period.

          (B)  OPTION AGREEMENTS.

          Each Option granted under the Plan shall be designated as an ISO
or an NSO and shall be subject to the terms and conditions applicable to
ISOs and/or NSOs (as the case may be) set forth in the Plan.  In addition,
each Option shall be evidenced by a written agreement (an "Option
Agreement"), containing such terms and conditions and in such form, not
inconsistent with the Plan, as the Committee shall, in its discretion,
provide.  Each Option Agreement shall be executed by the Company and the
Optionee.

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          (C)  NO EVIDENCE OF EMPLOYMENT OR SERVICE.

          Nothing contained in the Plan or in any Option Agreement shall
confer upon any Optionee any right with respect to the continuation of his
or her employment by or service with the Company or any of its Subsidiaries
or interfere in any way with the right of the Company or any such
Subsidiary (subject to the terms of any separate agreement to the contrary)
at any time to terminate such employment or service or to increase or
decrease the compensation of the Optionee from the rate in existence at the
time of the grant of an Option.

          (D)  DATE OF GRANT.

          The date of grant of an Option under the Plan shall be the date
as of which the Committee approves the grant; PROVIDED, HOWEVER, that in
the case of an ISO, the date of grant shall in no event be earlier than the
date as of which the Optionee becomes an employee of the Company or one of
its Subsidiaries.


6.  OPTION PRICE.

          (a)  GENERAL.

          Subject to Section 9, the price (the "Option Price") at which
each share of Common Stock subject to an Option granted under the Plan may
be purchased shall be determined by the Committee at the time the Option is
granted; PROVIDED, HOWEVER, that in the case of an ISO, such Option Price
shall in no event be less than 100% of the Fair Market Value on the date of
grant (as determined in accordance with Section 6(b)) of such share of
Common Stock and PROVIDED FURTHER, HOWEVER, that in the case of an NSO
granted at any time after the initial public offering of the Common Stock,
such Option Price shall in no event be less than 100% of the Fair Market
Value on the date of grant (as determined in accordance with Section 6(b))
of such Common Stock.

          (B)  DETERMINATION OF FAIR MARKET VALUE.

          Subject to the requirements of Section 422 of the Code, for
purposes of the Plan, the "Fair Market Value" of shares of Common Stock
shall be equal to:

               (i)  if such shares are publicly traded, (x) the
     closing price, if applicable, or the average of the last bid and
     asked prices on the date of grant or, if lower, the average of
     the daily closing prices (or the means between the last bid and
     asked prices for days on which no sales took place) of the 30
     business days immediately preceding the date of grant, in the
     over-the-counter market as reported by the Nasdaq Stock Market,

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     or (y) if the Common Stock is then traded on a national
     securities exchange, the average of the high and low prices on
     the date of grant or, if lower, the average of the daily closing
     prices (or the means between the last bid and asked prices for
     days on which no sales took place) of the 30 business days
     immediately preceding the date of grant, on the principal
     national securities exchange on which it is so traded; or

               (ii)  if there is no public trading market for such
     shares, the fair value of such shares on the date of grant as
     determined by the Committee after taking into consideration all
     factors which it deems appropriate, including, without
     limitation, recent sale and offer prices of the Common Stock in
     private transactions negotiated at arms' length.

          Notwithstanding anything contained in the Plan to the contrary,
all determinations pursuant to Section 6(b)(ii) shall be made without
regard to any restriction other than a restriction which, by its terms,
will never lapse.

          (C)  REPRICING OF NSOS.

          Subsequent to the date of grant of any NSO, the Committee may, at
its discretion and with the consent of the Optionee, establish a new Option
Price for such NSO so as to increase or decrease the Option Price of such
NSO.

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7.  EXERCISABILITY OF OPTIONS.

          (a)  COMMITTEE DETERMINATION.

          Each Option granted under the Plan shall be exercisable at such
time or times, or upon the occurrence of such event or events, and for such
number of shares subject to the Option, as shall be determined by the
Committee and set forth in the Option Agreement evidencing such Option;
PROVIDED, HOWEVER, that if the Company files a registration statement under
the Securities Act of 1933 (the "Securities Act") for the initial public
offering of its equity securities, no Option granted under the Plan shall
be exercisable during the 180-day period immediately following the
effective date of such registration statement.  Subject to the proviso of
the immediately preceding sentence, if an Option is not at the time of
grant immediately exercisable, the Committee may (i) in the Option
Agreement evidencing such Option, provide for the acceleration of the
exercise date or dates of the subject Option upon the occurrence of
specified events and/or (ii) at any time prior to the complete termination
of an Option, accelerate the exercise date or dates of such Option.

          (B)  AUTOMATIC TERMINATION OF OPTION.

          The unexercised portion of any Option granted under the Plan
shall automatically terminate and shall become null and void and be of no
further force or effect upon the first to occur of the following:

               (i)  the seventh anniversary of the date on which such
     Option is granted or, in the case of any ISO granted to a person
     described in Section 4(b), the fifth anniversary of the date on
     which such ISO is granted;

               (ii)  the expiration of three months from the date that
     the Optionee ceases to be an employee or director of, or
     independent consultant to, the Company or any of its Subsidiaries
     (other than as a result of an Involuntary Termination (as defined
     in subparagraph (iii) below) or a Termination For Cause (as
     defined in subparagraph (iv) below); PROVIDED, HOWEVER, that if
     the Optionee shall die during such three-month period, the time
     of termination of the unexercised portion of such Option shall be
     the expiration of 12 months from the date that such Optionee
     ceased to be an employee or director of, or independent
     consultant to, the Company or any of its Subsidiaries;

               (iii)  the expiration of 12 months from the date that
     the Optionee ceases to be an employee or director of, or

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<PAGE>
     independent consultant to, the Company or any of its
     Subsidiaries, if such termination is due to such Optionee's death
     or permanent and total disability (within the meaning of Section
     22(e)(3) of the Code) (an "Involuntary Termination");

               (iv)  immediately if the Optionee ceases to be an
     employee or director of, or independent consultant to, the
     Company or any of its Subsidiaries, if such termination is for
     cause or is otherwise attributable to a breach by the Optionee of
     an employment, consulting or other similar agreement with the
     Company or any such Subsidiary (a "Termination For Cause");
     PROVIDED, HOWEVER, that if the Optionee is party to the Amended
     and Restated Stockholders Agreement dated as of June 18, 1996,
     among the Company and certain stockholders of the Company,
     "Termination for Cause" with respect to such Optionee shall have
     the meaning set forth in such agreement;

               (v)  the expiration of such period of time or the
     occurrence of such event as the Committee in its discretion may
     provide in the Option Agreement;

               (vi)  on the effective date of a Corporate Transaction
     (as defined in Section 9(b)) to which Section 9(b)(ii) (relating
     to assumptions and substitutions of Options) does not apply;
     PROVIDED, HOWEVER, that an Optionee's right to exercise any
     Option outstanding prior to such effective date shall in all
     events be suspended during the period commencing 10 days prior to
     the proposed effective date of such Corporate Transaction and
     ending on either the actual effective date of such Corporate
     Transaction or upon receipt of notice from the Company that such
     Corporate Transaction will not in fact occur; and

               (vii)  except to the extent permitted by Section 9(b)(ii),
     the date on which an Option or any part thereof or right or privilege
     relating thereto is transferred (otherwise than by will or the laws of
     descent and distribution), assigned, pledged, hypothecated, attached
     or otherwise disposed of by the Optionee.

          The Board shall have the power to determine what constitutes a
Termination For Cause, and the date upon which such Termination For Cause
shall occur.  All such determinations shall be final and conclusive and
binding upon the Optionee.

          Notwithstanding anything contained in the Plan to the contrary,
unless otherwise provided in an Option Agreement, no Option granted under
the Plan shall be affected by any change of duties or position of the

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Optionee (including a transfer to or from the Company or one of its
Subsidiaries), so long as such Optionee continues to be an employee or
director of, or independent consultant to, the Company or one of its
Subsidiaries.

          (C)  LIMITATIONS ON EXERCISE.

          Notwithstanding anything contained in the Plan to the contrary,
to the extent that the aggregate Fair Market Value on the date of grant of
ISOs (as determined in accordance with Section 6(b)) of all stock with
respect to which incentive stock options are exercisable for the first time
by an Optionee during any calendar year (under all plans of the Company and
its Subsidiaries) exceeds $100,000, such ISOs shall be treated as NSOs;
PROVIDED, HOWEVER, that in the event of any amendment to the provisions of
the Code that relate to the subject matter of this Section 7(c), upon the
request of any Optionee, the Committee shall amend this Section 7(c) to
reflect such amendment to the Code.


8.  PROCEDURE FOR EXERCISE.

          (a)  PAYMENT.

          At the time an Option is granted under the Plan, the Committee
shall, in its discretion, specify one or more of the  following forms of
payment which may be used by an Optionee upon exercise of his Option:

               (i)  cash or personal or certified check payable to the
     Company in an amount equal to the aggregate Option Price of the
     shares with respect to which the Option is being exercised;

               (ii)  stock certificates (in negotiable form)
     representing shares of Common Stock having a Fair Market Value on
     the date of exercise (as determined in accordance with Section
     6(b) as if the date of exercise were the date of grant) equal to
     the aggregate Option Price of the shares with respect to which
     the Option is being exercised; or

               (iii)  a combination of the methods set forth in
     clauses (i) and (ii).

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          (B)  NOTICE.

          An Optionee (or other person, as provided in Section 10(b)) may
exercise an Option granted under the Plan in whole or in part (but for the
purchase of whole shares only), as provided in the Option Agreement
evidencing his Option, by delivering a written notice (the "Notice") to the
Secretary of the Company.  The Notice shall:

               (i)  state that the Optionee elects to exercise the
     Option;

               (ii)  state the number of shares with respect to which
     the Option is being exercised (the "Optioned Shares");

               (iii)  state the method of payment for the Optioned
     Shares (which method must be available to the Optionee under the
     terms of his or her Option Agreement);

               (iv)  state the date upon which the Optionee desires to
     consummate the purchase (which date must be prior to the
     termination of such Option and no later than 30 days from the
     delivery of such Notice);

               (v)  include any representations of the Optionee required
     pursuant to Section 10(a);

               (vi)  if the Option is exercised pursuant to Section 10(b)
     by any person other than the Optionee, include evidence to the
     satisfaction of the Committee of the right of such person to exercise
     the Option;

               (vii)  include a copy of any election filed by the
     Optionee pursuant to Section 83(b) of the Code; and

               (viii)  include such further provisions consistent with
     the Plan as the Committee may from time to time require.

          The exercise date of an Option shall be the date on which the
Company receives the Notice from the Optionee.

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          (C)  ISSUANCE OF CERTIFICATES.

          The Company shall issue a stock certificate in the name of the
Optionee (or such other person exercising the Option in  accordance with
the provisions of Section 10(b)) for the Optioned Shares as soon as
practicable after receipt of the Notice and payment of the aggregate Option
Price for such shares.  Neither the Optionee nor any person exercising an
Option in accordance with the provisions of Section 10(b) shall have any
privileges as a stockholder of the Company with respect to any shares of
stock subject to an Option granted under the Plan until the date of
issuance of a stock certificate pursuant to this Section 8(c)


9.  ADJUSTMENTS.

          (a)  CHANGES IN CAPITAL STRUCTURE.

          Subject to Section 9(b), if the Common Stock is changed by reason
of a stock split, reverse stock split, stock dividend or recapitalization,
or converted into or exchanged for other securities as a result of a
merger, consolidation, reorganization or other event, the Committee shall
make such adjustments in the number and class of shares of stock with
respect to which Options may be granted under the Plan as shall be
equitable and appropriate in order to make such Options, as nearly as may
be practicable, equivalent to such Options immediately prior to such
change.  A corresponding adjustment changing the number and class of shares
allocated to, and the Option Price of, each Option or portion thereof
outstanding at the time of such change shall likewise be made.
Notwithstanding anything contained in the Plan to the contrary, in the case
of ISOs, no adjustment under this Section 9(a) shall be appropriate if such
adjustment (i) would constitute a modification, extension or renewal of
such ISOs within the meaning of Sections 422 and 424 of the Code, and the
regulations promulgated by the Treasury Department thereunder, or (ii)
would, under Section 422 of the Code and the regulations promulgated by the
Treasury Department thereunder, be considered as the adoption of a new plan
requiring stockholder approval.

          (B)  CORPORATE TRANSACTIONS.

          The following rules shall apply in connection with the
dissolution or liquidation of the Company, a reorganization, merger or
consolidation in which the Company is not the surviving corporation, or a
sale of all or substantially all of the assets of the Company to another
person or entity (a "Corporate Transaction"):

               (i)  each holder of an Option outstanding at such time
     shall be given (A) written notice of such Corporate Transaction

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     at least 20 days prior to its proposed effective date (as
     specified in such notice) and (B) an opportunity, during the
     period commencing with delivery of such notice and ending 10 days
     prior to such proposed effective date, to exercise the Option to
     the full extent to which such Option would have been exercisable
     by the Optionee at the expiration of such 20-day period;
     PROVIDED, HOWEVER, that upon the occurrence of a Corporate
     Transaction, all Options granted under the Plan and not so
     exercised shall automatically terminate; and

               (ii)  notwithstanding anything contained in the Plan to
     the contrary, Section 9(b)(i) shall not be applicable if
     provision shall be made in connection with such Corporate
     Transaction for the assumption of outstanding Options by, or the
     substitution for such Options of new options covering the stock
     of, the surviving, successor or purchasing corporation, or a
     parent or subsidiary thereof, with appropriate adjustments as to
     the number, kind and option prices of shares subject to such
     options; PROVIDED, HOWEVER, that in the case of ISOs, the Board
     shall, to the extent not inconsistent with the best interests of
     the Company or its Subsidiaries (such best interests to be
     determined in good faith by the Board in its sole discretion),
     use its best efforts to ensure that any such assumption or
     substitution will not constitute a modification, extension or
     renewal of the ISOs within the meaning of Section 424(h) of the
     Code and the regulations promulgated by the Treasury Department
     thereunder.

          (C)  SPECIAL RULES.

          The following rules shall apply in connection with Section 9(a)
and (b) above:

               (i)  no fractional shares shall be issued as a result
     of any such adjustment, and any fractional shares resulting from
     the computations pursuant to Section 9(a) or (b) shall be
     eliminated without consideration from the respective Options;

               (ii)  no adjustment shall be made for cash dividends or
     the issuance to stockholders of rights to subscribe for
     additional shares of Common Stock or other securities; and

               (iii)  any adjustments referred to in Section 9(a) or
     (b) shall be made by the Board or the Committee (as the case may
     be) in its sole discretion and shall be conclusive and binding on
     all persons holding Options granted under the Plan.

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10.  RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

          (a)  COMPLIANCE WITH SECURITIES LAWS.

          No Options shall be granted under the Plan, and no  shares of
Common Stock shall be issued and delivered upon the exercise of Options
granted under the Plan, unless and until the Company and/or the Optionee
shall have complied with all applicable Federal or state registration,
listing and/or qualification requirements and all other requirements of law
or of any regulatory agencies having jurisdiction.

          The Committee in its discretion may, as a condition to the
exercise of any Option granted under the Plan, require an Optionee (i) to
represent in writing that the shares of Common Stock received upon exercise
of an Option are being acquired for investment and not with a view to
distribution and (ii) to make such other representations and warranties as
are deemed appropriate by the Company.  Stock certificates representing
shares of Common Stock acquired upon the exercise of Options that have not
been registered under the Securities Act shall, if required by the
Committee, bear the following legend or any substantially similar legend:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
          NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
          THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
          NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN
          THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
          THE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN
          OPINION OF COUNSEL TO THE COMPANY THAT REGISTRATION IS
          NOT REQUIRED UNDER SAID ACT."

          (B)  NONASSIGNABILITY OF OPTION RIGHTS.

          No Option granted under this Plan shall be assignable or
otherwise transferable by the Optionee except by will or by  the laws of
descent and distribution.  An Option may be exercised  during the lifetime
of the Optionee only by the Optionee.  If an Optionee dies, his or her
Option shall thereafter be exercisable, during the period specified in
Section 7(b)(ii) or (iii) (as the case may be), by his or her executors or
administrators to the full extent to which such Option was exercisable by
the Optionee at the time of his or her death.

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11.  EFFECTIVE DATE OF PLAN.

          This Plan shall become effective on the date (the "Effective
Date") of its adoption by the Board; PROVIDED, HOWEVER, that no Option
shall be exercisable by an Optionee unless and until the Plan shall have
been approved by the stockholders of  the Company in accordance with the
provisions of its Certificate of Incorporation and By-laws, which approval
shall be obtained by a simple majority vote of stockholders within 12
months before or after the adoption of the Plan by the Board.


12.  EXPIRATION AND TERMINATION OF THE PLAN.

          Except with respect to Options then outstanding, the Plan shall
expire on the first to occur of (i) the seventh anniversary of the date on
which the Plan is adopted by the Board, (ii) the seventh anniversary of the
date on which the Plan is approved by the stockholders of the Company and
(iii) the date as of which the Board, in its sole discretion, determines
that the Plan shall terminate (the "Expiration Date").  Any Options
outstanding as of the Expiration Date shall remain in effect until they
have been exercised or terminated or have expired by their respective
terms.


13.  AMENDMENT OF PLAN.

          The Board may at any time prior to the Expiration Date  modify
and amend the Plan in any respect; PROVIDED, HOWEVER, that the approval of
the holders of a majority of the votes that may be cast by all of the
holders of shares of common stock and preferred stock of the Company, if
any, entitled to vote (voting as a single class) shall be obtained prior to
any such amendment becoming effective if such approval is required by law
or is necessary to comply with regulations promulgated by the SEC under
Section 16(b) of the 1934 Act or with Section 422 of the Code or the
regulations promulgated by the Treasury Department thereunder.

14.  CAPTIONS.

          The use of captions in this Plan is for convenience.  The
captions are not intended to provide substantive rights.

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15.  DISQUALIFYING DISPOSITIONS.

          If Optioned Shares acquired by exercise of an ISO granted under
this Plan are disposed of within two years following the date of grant of
the ISO or one year following the transfer of the Optioned Shares to the
Optionee (a "Disqualifying Disposition"), the holder of the Optioned Shares
shall, immediately prior to such Disqualifying Disposition, notify the
Company in writing of the date and terms of such Disqualifying
Disposition and provide such other information regarding the Disqualifying
Disposition as the Company may reasonably require.


16.  WITHHOLDING TAXES.

          Whenever under the Plan shares of Common Stock are to be
delivered to an Optionee upon exercise of an NSO, the Company shall be
entitled to require as a condition of delivery that the Optionee remit or,
in appropriate cases, agree to remit when due, an amount sufficient to
satisfy all current or estimated future Federal, state and local
withholding tax and employment tax requirements relating thereto.  At the
time of a Disqualifying Disposition, the Optionee shall remit to the
Company in cash the amount of any applicable Federal, state and local
withholding taxes and employment taxes.


17.  OTHER PROVISIONS.

          Each Option granted under the Plan may contain such other terms
and conditions not inconsistent with the Plan as may be determined by the
Committee, in its sole discretion.  Notwithstanding the foregoing, each ISO
granted under the Plan shall include those terms and conditions which are
necessary to qualify the ISO as an "incentive stock option" within the
meaning of Section 422 of the Code and the regulations thereunder and shall
not include any terms or conditions which are inconsistent therewith.


18.  NUMBER AND GENDER.

          With respect to words used in this Plan, the singular form shall
include the plural form, the masculine gender shall  include the feminine
gender, and vice-versa, as the context requires.

                                 -15-

<PAGE>


19.  GOVERNING LAW.

          The validity and construction of this Plan and the instruments
evidencing the Options granted hereunder shall be governed by the laws of
the State of New York.

As adopted by the Board of Directors
of BPC HOLDING CORPORATION on October 3, 1996;
and amended and restated on April 29, 1997 and February 2, 1998.




                                    -16-
NY1:1436157.1