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                                MITY-LITE, INC.

                           1997 STOCK INCENTIVE PLAN

     1.  Purpose.  This 1997 Stock Incentive Plan (the "Plan") is intended to
provide incentives: (a) to the officers and other employees of Mity-Lite,
Inc., a Utah corporation (the "Company"), and any present or future 49.9% or
more owned subsidiaries of the Company (individually a "Related Corporation"
and collectively "Related Corporations") by providing them with opportunities
to purchase stock in the Company pursuant to options granted hereunder that
qualify as "incentive stock options" under Section 422A(b) of the Internal
Revenue Code of 1986, as amended and the regulations thereunder (the "Code")
(individually an "ISO" and collectively "ISOs"); (b) to directors, officers,
employees and consultants of the Company and Related Corporations by providing
them with opportunities to purchase stock in the Company pursuant to options
granted hereunder that do not qualify as ISOs (individually a "Non-Qualified
Option" and collectively "Non-Qualified Options"); (c) to directors, officers,
employees and consultants of the Company and Related Corporations by providing
them with awards of stock in the Company ("Awards"); and (d) to directors,
officers, employees and consultants of the Company and Related Corporations by
providing them with opportunities to make direct purchases of stock in the
Company ("Purchases").  Both ISOs and Non-Qualified Options are referred to
hereinafter individually as an "Option" and collectively as "Options". 
Options, Awards and authorizations to make Purchases are referred to
hereinafter collectively as "Stock Rights".  As used herein, the terms
"parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation", respectively, as those terms are defined in Section 425 of the
Code.

     2.  Administration of Plan.

         (a)  Board or Committee Administration.  This Plan shall be
administered solely by the Company's Board of Directors (the "Board") or by a
Compensation Committee (the "Committee") consisting of not less than two (2)
members of the Board.  Hereinafter, all references in this Plan to the
"Committee" shall mean the Board if no Committee has been appointed.  Subject
to ratification of the grant or authorization of each Stock Right by the
Board, and subject to the terms of this Plan, the Committee shall have the
authority to (i) determine the employees of the Company and Related
Corporations (from among the class of employees eligible under Section 3 below
to receive ISOs) to whom ISOs may be granted, and to determine (from among the
class of individuals and entities eligible under Section 3 below to receive
Non-Qualified Options and Awards and to make Purchases) to whom Non-Qualified
Options, Awards and authorizations to make Purchases may be granted;
(ii) determine the time or times at which Options or Awards may be granted or
Purchases made; (iii) determine the option price of shares subject to each
Option, which price shall not be less than the minimum price specified in
Section 6 below, and the purchase price of shares subject to each Purchase;
(iv) determine whether each Option granted shall be an ISO or a Non-Qualified
Option; (v) determine (subject to Section 7 below) the time or times when each
Option shall become exercisable and the duration of the exercise period;
(vi) determine whether restrictions such as repurchase options are to be
imposed on shares subject to Options, Awards and Purchases and the nature of 

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such restrictions, if any; and (vii) interpret this Plan and prescribe and
rescind rules and regulations relating to this Plan.  If the Committee
determines to issue a Non-Qualified Option, the Committee shall take whatever
actions it deems necessary under Section 422A of the Code and the regulations
promulgated thereunder, to ensure that such Option is not treated as an ISO. 
The interpretation and construction by the Committee of any provisions of this
Plan or of any Stock Right granted under this Plan shall be final unless
otherwise determined by the Board.  The Committee may from time-to-time adopt
such rules and regulations for carrying out this Plan as it may deem
appropriate.  No member of the Board or of the Committee shall be liable for
any action or determination made in good faith with respect to this Plan or
any Stock Right granted under this Plan.

         (b)  Committee Actions.  The Committee may select one of its members
as its chairman, and shall hold meetings at such times and places as it may
determine.  Except as otherwise provided by the Company's Bylaws, acts by a
majority of the Committee, or acts reduced to or approved in writing by
unanimous consent of the members of the Committee, shall be the valid acts of
the Committee.  From time-to-time the Board may increase the size of the
Committee and appoint additional members thereof, may remove members (with or
without cause) and may appoint new members in substitution therefor, fill
vacancies (however caused), or remove all members of the Committee and
thereafter directly administer this Plan.

         (c)  Grant of Stock Rights to Board Members.  Stock Rights may be
granted to members of the Board, but any such grant shall be made and approved
in accordance with Section 2(d) below, if applicable.  All grants of Stock
Rights to members of the Board shall in all other respects be made in
accordance with the provisions of this Plan applicable to other eligible
persons.  Members of the Board who are either (i) eligible for Stock Rights
pursuant to this Plan or (ii) have been granted Stock Rights, may vote on any
matters affecting the administration of this Plan or the grant of any Stock
Rights pursuant to this Plan, except that no such member shall act upon the
granting to himself or herself of Stock Rights, but any such member may be
counted in determining the existence of a quorum at any meeting of the Board
during which action is taken with respect to the granting to him or her of
Stock Rights.

         (d)  Compliance with Federal and State Securities and Tax Laws and
State Corporate Law.  Various restrictions apply to officers and directors and
others who may be deemed insiders under federal and state securities laws and
state corporate law.  These laws impose certain restrictions on insiders.  Any
Stock Right granted to any director is subject to those restrictions.  Holders
of Stock Rights should consult with their legal and tax advisors regarding the
securities law, tax law, corporate law and other effects of transactions under
this Plan.  These restrictions relate to holding periods, alternative minimum
tax calculations and other matters and should be clearly understood by the
holders of Stock Rights.  The granting of Stock Rights is subject to any
applicable restrictions under state corporate law, including without
limitation, restrictions applicable to conflicting interest transactions
involving directors.

         (e)  Purpose and Intent of Plan.  The purpose of this Plan is to
advance the interest of the Company and its Related Corporations by
stimulating the efforts of employees on behalf of the Company and Related
Corporations, and heightening the desire of employees to continue employment
with the Company and Related Corporations, assisting the Company and Related 

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Corporations in competing effectively with other enterprises for the services
of new employees necessary for the continued improvement of operations, and to
attract and retain the best available personnel for service as directors to
the Company and Related Corporations and for service as consultants to the
Company and Related Corporations.  This Plan is intended to be an "employee
benefit plan" under Rule 16b-3 promulgated under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "1934 Act").  This Plan is
also intended to be a "compensatory benefit plan" under Rule 701 promulgated
under the Securities Act of 1933, as amended.  Transactions under this Plan
are intended to comply with Rule 16b-3 and Rule 701.  To the extent any
provisions of this Plan or any action by the Committee or the Board fails to
comply with such Rules and to the extent any provisions of this Plan or any
action by the Committee or the Board fails to comply with the requirements of
the Code (for options intended to be ISOs hereunder), each such provision(s)
and action(s) shall be deemed to be null and void, to the extent permitted by
applicable law and as deemed advisable by the Committee or the Board.

         (f)  Shareholder Approval.  Grants of ISOs hereunder shall be subject
to shareholder approval of this Plan within twelve (12) months following the
date this Plan is approved and adopted by the Board.

     3.  Eligible Employees and Others.  ISOs may be granted to any employee
of the Company or any Related Corporation.  Any officer or director of the
Company who is not also an employee of the Company may not be granted ISOs
under this Plan.  Non-Qualified Options, Awards and authorizations to make
Purchases may be granted to any employee, officer or director (whether or not
such person is also an employee of the Company) or to any consultant to the
Company or to any Related Corporation.  The Committee may take into
consideration a recipient's individual circumstances in determining whether to
grant an ISO, a Non-Qualified Option, an Award or an authorization to make a
Purchase.  The granting of a Stock Right to any individual or entity shall
neither entitle that individual or entity to, nor disqualify that individual
or entity from, participation in any other grant of Stock Rights.

     4.  Stock.  The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of Common Stock of the Company (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. 
Subject to the foregoing, the aggregate maximum number of shares of Common
Stock that may be issued pursuant to this Plan is 300,000 subject to
adjustment as provided below in this Section 4 and in Section 13.  Any such
shares may be issued as ISOs, Non-Qualified Options or Awards or to
individuals or entities making Purchases, so long as the number of shares so
issued does not exceed such number, as adjusted.  If any Option granted under
this Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or
in part, or if the Company shall reacquire any unvested shares issued pursuant
to Awards or Purchases, the unpurchased shares subject to such Options and any
unvested shares so reacquired by the Company shall again be available for
grants of Stock Rights under this Plan.

     5.  Granting of Stock Rights.  Stock Rights may be granted under this
Plan at any time until ten (10) years after the date of the approval and
adoption of this Plan by the Board.  The date of grant of a Stock Right under
this Plan will be the date specified by the Committee at the time it grants
the Stock Right; provided, however, that such date shall not be prior to the
date on which the Committee acts to approve the grant.  The Committee shall 
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have the right, with the consent of the optionee, to convert an ISO granted
under this Plan into a Non-Qualified Option pursuant to Section 17 below.

     6.  Minimum Option Price; ISO Limitations.

         (a) Price for Non-Qualified Options.  The exercise price per share
specified in the agreement relating to each Non-Qualified Option granted under
this Plan shall in no event be less than the lesser of (i) the book value per
share of the Common Stock as of the end of the fiscal year of the Company
immediately preceding the date of such grant or (ii) fifty percent (50%) of
the fair market value per share of the Common Stock on the date of such grant. 
Subject to the foregoing sentence, the exercise price for Non-Qualified
Options granted hereunder shall be determined by the Committee or the Board in
its sole discretion, taking into account factors it deems relevant.

         (b)  Price for ISOs.  The exercise price per share specified in the
agreement relating to each ISO granted under this Plan shall not be less than
the fair market value per share of the Common Stock on the date of such grant. 
In the case of an ISO to be granted to an employee owning stock possessing
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or of any Related Corporation, the price per share
specified in the agreement relating to such ISO shall not be less than one
hundred ten percent (110%) of the fair market value per share of the Common
Stock on the date of grant.

         (c)  $100,000 Annual Limitation on ISOs.  Each eligible employee may
be granted ISOs only to the extent that (in the aggregate under this Plan and
all incentive stock option plans of the Company and any Related Corporation),
such ISOs do not become exercisable for the first time by such employee during
any calendar year in a manner that would entitle the employee to purchase more
than $100,000 in fair market value (determined at the time the ISOs were
granted) of the Common Stock in that calendar year.  Any options granted to an
employee in excess of that amount will be granted as Non-Qualified Options.

         (d)  Awards and Purchases.  Awards and Purchases under this Plan
shall be made at prices equal to the fair market value of the Common Stock on
the date of such Award or Purchase.  Fair market value shall be determined by
the Committee or the Board in its sole discretion in accordance with Section
6(e) below.  Shares of Common Stock may be issued in Award and Purchase
transactions for any lawful consideration determined by the Committee or the
Board in its sole discretion.

         (e)  Determination of Fair Market Value.  If, at the time an Option
is granted under this Plan, the Company's Common Stock is publicly-traded,
"fair market value" shall be determined as of the last business day for which
the prices or quotes discussed in this sentence are available prior to the
date such Option is granted and shall mean (i) the closing price on that date
of the Common Stock on the principal national securities exchange on which the
Common Stock is traded, if the Common Stock is then-traded on a national
securities exchange; or (ii) the last reported sale price (on that date) of
the Common Stock on the NASDAQ National Market, if the Common Stock is not
then traded on a national securities exchange; or (iii) the closing bid price
(or average of bid prices) last quoted (on that date) by an established
quotation service for over-the-counter securities, if the Common Stock is not
reported on the NASDAQ National Market.  However, if the Common Stock is not
publicly-traded at the time an Option is granted under this Plan, "fair market
value" shall be deemed to be the fair value of the Common Stock as determined 

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by the Committee or the Board in its sole discretion, after taking into
consideration all factors that it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

     7.  Option Duration.  Subject to earlier termination as provided in
Sections 9 and 10 below, each Option shall expire on the date specified by the
Committee or the Board, but not more than (i) ten (10) years and one (1) day
from the date of grant in the case of Non-Qualified Options, (ii) ten (10)
years from the date of grant in the case of ISOs generally and (iii) five (5)
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any Related Corporation. 
Subject to earlier termination as provided in Sections 9 and 10 below, the
term of each ISO shall be the term set forth in the original instrument
granting such ISO, except with respect to any part of such ISO that is
converted into a Non-Qualified Option pursuant to Section 17 below.

     8.  Exercise of Options.  Subject to the provisions of Sections 9 through
12 below, each Option granted under this Plan shall be exercisable as follows:

         (a)  Vesting.  The Option shall either be fully exercisable on the
date of grant or shall become exercisable thereafter in such installments as
the Committee or Board may specify.

         (b)  Full Vesting of Installments.  Once an installment becomes
exercisable it shall remain exercisable until expiration or termination of the
Option, unless otherwise specified by the Committee or the Board.

         (c)  Partial Exercise.  Each Option or installment may be exercised
at any time or from time-to-time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.

         (d)  Acceleration of Vesting.  The Committee or the Board shall have
the right to accelerate the date of exercise of any installment of any Option;
provided, however, that the Committee or the Board shall not, without the
consent of the optionee, accelerate the exercise date of any installment of
any Option granted to any employee as an ISO (and not previously converted
into a Non-Qualified Option pursuant to Section 17 below) if such acceleration
would violate the annual vesting limitation contained in the Code, as
described in Section 6(c) above.

     9.  Termination of Employment.  Unless otherwise provided in any
instrument evidencing the grant of a Stock Right hereunder, if an ISO optionee
ceases to be employed by the Company or any Related Corporation other than by
reason of death or disability as defined in Section 10 below, no further
installments of such optionee's ISOs shall become exercisable, and such
optionee's vested ISOs shall terminate after the passage of ninety (90) days
from the date of termination of such optionee's employment, but in no event
later than on their specified expiration date(s), except to the extent that
such ISOs (or the unexercised installments thereof) have been converted into
Non-Qualified Options pursuant to Section 17 below.  To the extent permitted
under the Code, with respect to ISOs, employment shall be considered as
continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, missionary service, military obligations or
governmental service).  A bona fide leave of absence with the written approval
of the Committee or the Board shall not be considered an interruption of 

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employment under this Plan, provided that such written approval contractually
obligates the Company or any Related Corporation to continue the employment of
the optionee after the approved period of absence.  ISOs granted under this
Plan shall not be affected by any change of employment within or among the
Company and any Related Corporations, so long as the optionee continues to be
an employee of the Company or any Related Corporation.  Nothing in this Plan
shall be deemed to give any grantee of any Stock Right the right to be
retained in employment or other service by the Company or any Related
Corporation for any period of time.

     10. Death; Disability.

         (a)  Death.  If an ISO optionee ceases to be employed by the Company
or any Related Corporation by reason of such optionee's death, any ISO of such
optionee may be exercised, to the extent of the number of shares with respect
to which the optionee could have exercised on the date of the optionee's
death, by the optionee's estate, personal representative or beneficiary who
has acquired the ISO by will or by the laws of descent and distribution, at
any time prior to the earlier of the specified expiration date of the ISO or
one year from the date of the optionee's death.

         (b)  Disability.  If an ISO optionee ceases to be employed by the
Company or any Related Corporation by reason of disability, such optionee (or
such optionee's custodian) shall have the right to exercise any ISO held by
such optionee on the date of termination of employment, to the extent of the
number of shares with respect to which the optionee could have exercised on
that date, at any time prior to the earlier of the specified expiration date
of the ISO or one year from the date of the termination of the optionee's
employment.  For purposes of this Plan, the term "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the Code or
any successor statute.

     11. Assignability.  No Option or Derivative Security (as that term is
defined in Rule 16b-3 under the 1934 Act) shall be assignable or transferable
by the optionee except as permitted under Rule 16b-3 under the 1934 Act or by
will or by the laws of descent and distribution, and during the lifetime of
the optionee each Option shall be exercisable only by the optionee.  No ISO
shall be transferable except as permitted by the Code.

     12. Terms and Conditions of Options.  Options shall be evidenced by
instruments (which need not be identical) in such form as the Committee or the
Board may from time-to-time approve.  Such instruments shall conform to the
terms and conditions set forth in Sections 6 through 11 above and may contain
such other provisions as the Committee or the Board deems advisable, which are
not inconsistent with this Plan, including, without limitation, restrictions
applicable to shares of the Company's Common Stock issuable upon exercise of
Options.  In granting Non-Qualified Options, the Committee or the Board may
specify that Non-Qualified Options shall be subject to the restrictions set
forth herein with respect to ISOs, or to such other termination and
cancellation provisions as the Committee or the Board may determine.  The
Committee or the Board may from time-to-time confer authority and
responsibility on one or more of its members and/or one or more officers of
the Company to execute and deliver such instruments.  The proper officers of
the Company are authorized and directed to take any and all action necessary
or advisable from time-to-time to carry out the terms of such instruments. 


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     13. Adjustments.  Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to the optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company
regarding such Option:

         (a)  Stock Dividends and Stock Splits.  If the shares of the
Company's Common Stock shall be subdivided or combined into a greater or
smaller number of shares or if the Company shall issue any shares of Common
Stock as a stock dividend on its outstanding Common Stock, the number of
shares of Common Stock deliverable upon the exercise of Options shall be
appropriately increased or decreased proportionately, and appropriate
adjustments shall be made in the purchase price per share to reflect such
subdivision, combination or stock dividend.

         (b)  Merger; Consolidation; Sale of Assets.  Unless otherwise
specified in the instrument evidencing the grant of any Stock Right hereunder,
in the event of a consolidation of the Company, a merger in which the Company
is not the surviving entity, or the sale of all or substantially all of the
Company's assets, the exercisability of any or all outstanding Options shall
automatically be accelerated so that such Options would be exercisable in full
immediately prior to the effective date of such consolidation, merger or asset
sale.  However, no such acceleration shall occur if and to the extent any
outstanding Options are, in connection with such consolidation, merger, or
asset sale, either to be assumed by the successor corporation (or parent
thereof or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or a parent thereof).  The
determination of such option comparability shall be made by the Committee or
the Board, and such determination shall be final, binding and conclusive. 
Immediately following any such consolidation, merger or asset sale, all
Options, to the extent not previously exercised, shall terminate and cease to
be outstanding, except to the extent assumed by the successor corporation (or
parent thereof) in connection with such consolidation, merger or asset sale. 
If any outstanding Option hereunder is assumed in connection with any such
consolidation, merger or asset sale, then such Option shall be appropriately
adjusted, immediately after such consolidation, merger or asset sale, to apply
to the number and class of securities which would have been issuable to the
optionee upon consummation of such consolidation, merger or asset sale if the
Options had been exercised immediately prior to any such transaction, and
appropriate adjustment shall also be made to the exercise price for such
Options, provided the aggregate exercise price shall remain the same.  This
Plan shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change capital or business structure or to
merge, consolidate, dissolve, liquidate, or sell or transfer any part of its
business or assets.

         (c)  Recapitalization or Reorganization.  In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in Section 13(b) above) pursuant to which securities of the Company
or of another entity are issued with respect to the outstanding shares of
Common Stock, an optionee, upon exercising an Option, shall be entitled to
receive for the purchase price paid upon such exercise the securities the
optionee would have received if the optionee had exercised the Option prior to
such recapitalization or reorganization.

         (d)  Modification of ISOs.  Notwithstanding the foregoing, any
adjustments made pursuant to Sections 13(a), (b) or (c) above with respect to 

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ISOs shall be made only after the Committee or the Board, after consulting
with counsel for the Company, determines whether such adjustments would
constitute a "modification" of such ISOs (as that term is defined in Section
425 of the Code) or would cause any adverse tax consequences for the holders
of such ISOs.  If the Committee or the Board determines that such adjustments
made with respect to ISOs would constitute a modification of such ISOs, it may
refrain from making such adjustments.

         (e)  Issuances of Securities.  Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or of securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options.  No adjustments shall be made for dividends paid in cash
or in property other than securities of the Company.

         (f)  Fractional Shares.  No fractional shares shall be issued under
this Plan and each optionee shall receive from the Company cash in lieu of
such fractional shares.

         (g)  Adjustments.  Upon the happening of any of the events described
in Section 13(a), (b) or (c) above, the class and aggregate number of shares
set forth in Section 4 above that are subject to Stock Rights that previously
have been or subsequently may be granted under this Plan shall also be
appropriately adjusted to reflect the events described in such Sections.  The
Committee or Board shall determine the specific adjustments to be made under
this Section 13 and, subject to Section 2 above, its determination shall be
conclusive.

If any person or entity owning restricted Common Stock obtained by exercise of
a Stock Right hereunder receives shares or securities in connection with a
corporate transaction described in Sections 13(a), (b) or (c) above as a
result of owning such restricted Common Stock, such shares or securities shall
be subject to all of the conditions and restrictions applicable to the
restricted Common Stock with respect to which such shares or securities or
cash were issued, unless otherwise determined by the Committee or Board.

     14. Means of Exercising Stock Rights.  A Stock Right (or any part or
installment thereof) shall be exercised by giving written notice to the
Company at its principal office address.  Such notice shall (i) identify the
Stock Right being exercised, (ii) specify the number of shares as to which
such Stock Right is being exercised and (iii) contain such representations and
agreements as may be necessary to comply with applicable securities laws,
accompanied by full payment of the purchase price.  Payment for the Stock
Right may be made (i) in cash (by check), (ii) by surrender of shares of
Common Stock of the Company having a fair market value equal to the exercise
price of the Stock Right, (iii) where permitted by applicable law and approved
by the Committee in its sole discretion, by tender of a full recourse
promissory note having such terms as may be approved by the Committee, (iv)
where permitted by applicable law, through a "same-day-sale" commitment from
optionee and a broker-dealer that is a member in good standing of the National
Association of Securities Dealers (an "NASD Dealer") whereby optionee
irrevocably elects to exercise the Stock Right and to sell a portion of the
Common Stock so purchased to pay for the exercise price and whereby the NASD
Dealer irrevocably commits upon receipt of such Common Stock to forward the
exercise price directly to the Company, (v) where permitted by applicable law,
through a "margin" commitment from optionee and an NASD Dealer whereby
optionee irrevocably elects to exercise the Stock Right and to pledge the 

<PAGE> 9
Common Stock so purchased to the NASD Dealer in a margin account as security
for a loan from the NASD Dealer in the amount of the exercise price, and
whereby the NASD Dealer irrevocably commits upon receipt of such Common Stock
to forward the exercise price directly to the Company, (vi) as permitted by
applicable law, by surrender of the right to acquire shares of Common Stock
underlying the Stock Right having a fair market value equal to the exercise
price in what is commonly referred to as an "immaculate exercise" or (vii) by
any combination of the foregoing, or by any other legal consideration or
means, where approved by the Committee in its sole discretion.   The holder of
a Stock Right shall not have the rights of a shareholder with respect to the
shares covered by his, her or its Stock Right until the date of issuance of a
stock certificate for such shares.  Except as expressly provided in Section 13
above with respect to changes in capitalization and stock dividends, no
adjustment shall be made for dividends or similar rights for which the record
date is before the date such stock certificate is issued.

     15. Compliance with Laws.  The grant of Stock Rights and the issuance of
Common Stock upon exercise of any Stock Right shall be subject to and
conditioned upon compliance with all applicable requirements of law, including
without limitation compliance with the Securities Act of 1933 as amended,
compliance with all other applicable state securities laws and compliance with
the requirements of any stock exchange or market on which the Common Stock may
be listed.

     16. Term and Amendment of Plan.  This Plan was approved and adopted by
the Board on March 4, 1997, subject (with respect to the validation of ISOs
granted under this Plan) to approval of this Plan by the stockholders of the
Company.  If the approval of this Plan by the Company's stockholders is not
obtained by March 4, 1998, any grants of ISOs under this Plan made prior to
that date will be rescinded.  This Plan shall expire on March 3, 2007 (except
as to Options outstanding on that date).  Subject to the provisions of Section
5 above, Stock Rights may be granted under this Plan prior to the date of
stockholder approval of this Plan.  The Board may terminate or amend this Plan
in any respect at any time; provided, however, that the Board may not amend
this Plan in any of the following respects without the approval of the
Company's stockholders obtained within twelve (12) months before or after the
Board adopts a resolution authorizing any of the following actions:  (a) the
total number of shares that may be issued under this Plan may not be increased
(except by adjustment pursuant to Section 13 above); (b) the provisions of
Section 3 above regarding eligibility for grants of ISOs may not be modified;
(c) the provisions of Section 6(b) above regarding the exercise price at which
shares may be offered pursuant to ISOs may not be modified (except by
adjustment pursuant to Section 13 above); and (d) the expiration date of this
Plan may not be extended.  Except as otherwise provided in this Section 16, in
no event may action of the Board or the stockholders alter or impair the
rights of a grantee, without such grantee's consent, under any Stock Right
previously granted to such grantee.  The Committee or the Board may amend the
terms of any Stock Right granted if such amendment is agreed to by the
recipient of such Stock Right.  

     17. Conversion of ISOs Into Non-Qualified Options; Termination of ISOs. 
The Committee or the Board, at the written request of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's
ISOs (or any installments or portions of installments thereof) that have not
been exercised on the date of conversion into Non-Qualified Options at any
time prior to the expiration of such ISOs, regardless of whether the optionee
is an employee of the Company or a Related Corporation at the time of such 
<PAGE> 10
conversion.  Such actions may include, but shall not be limited to, extending
the exercise period or reducing the exercise price of the appropriate
installments of such Options.  At the time of such conversion, the Committee
or the Board (with the consent of the optionee) may impose such conditions on
the exercise of the resulting Non-Qualified Options as the Committee or the
Board in its discretion may determine, provided that such conditions shall not
be inconsistent with this Plan.  Nothing in this Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the
Committee or the Board takes appropriate action.  The Committee or the Board,
with the consent of the optionee, may also terminate any portion of any ISO
that has not been exercised at the time of such termination.

     18. Application of Funds.  The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchases authorized under this
Plan shall be used for general corporate purposes.

     19. Governmental Regulation.  The Company's obligation to sell and
deliver shares of Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

     20. Withholding of Additional Income Taxes.  Upon the exercise of a Non-
Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as that term is defined in Section 21 below) or the vesting of
restricted Common Stock acquired upon the exercise of a Stock Right hereunder,
the Company, in accordance with Section 3402(a) of the Code, may require the
optionee, Award recipient or purchaser to pay additional withholding taxes in
respect of the amount that is considered compensation includable in such
individual's gross income.  The Committee or the Board in its discretion may
condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value or
(iv) the vesting of restricted Common Stock acquired by exercising a Stock
Right, on the grantee's payment of such additional withholding taxes.

     21. Notice to Company of Disqualifying Disposition.  Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition of any shares of the Company's
Common Stock acquired pursuant to the exercise of an ISO.  A Disqualifying
Disposition is any disposition (including any sale) of such Common Stock
before the later of (a) two (2) years after the date the employee was granted
the ISO and (b) one (1) year after the date the employee acquired the Common
Stock by exercising the ISO.  If the employee dies before such shares of
Common Stock are sold, these holding period requirements do not apply and no
Disqualifying Disposition can occur thereafter.

     22. Governing Law; Construction.  The validity and construction of this
Plan and the instruments evidencing Stock Rights shall be governed by the laws
of the State of Utah, or the laws of any jurisdiction in which the Company or
its successors in interest may be organized.  In construing this Plan, the
singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.
<PAGE> 11
                               MITY-LITE, INC.

                      INCENTIVE STOCK OPTION AGREEMENT


     MITY-LITE, INC., a Utah corporation (the "Company"), hereby grants this   
      day of      , 199X, to                , an individual (the "Employee"),
an option to purchase a maximum of                   shares of the Company's
Common Stock, at the price of $XX.XXX per share, on the following terms and
conditions:

     1.  Grant Under 1997 Stock Incentive Plan.  This option is granted
pursuant to and is governed by the Company's 1997 Stock Incentive Plan (the
"Plan") and, unless the context requires otherwise, terms used herein shall
have the same meaning as in the Plan.  Determinations made in connection with
this option pursuant to the Plan shall be governed by the Plan as it exists on
the date hereof. 

     2.  Grant as Incentive Stock Option; Other Options.  This option is
intended to qualify as an incentive stock option under Section 422A of the
Internal Revenue Code of 1986, as amended and regulations thereunder (the
"Code").  This option is in addition to any other options heretofore or
hereafter granted to the Employee by the Company.  A duplicate original of
this option shall not effect the grant of another option to the Employee.

     3.  Vesting of Option if Employment Continues.  Provided the Employee is
still employed by the Company on that date, the options granted hereunder
shall become exercisable and vested as follows:






The foregoing rights are cumulative and, while the Employee continues to be
employed by the Company, may be exercised up to and including the date that is
ten (10) years from the date this option is granted.  All of the foregoing
rights are subject to Sections 4 and 5 below, as appropriate, if the Employee
ceases to be employed by the Company or dies or becomes disabled while in the
employ of the Company.

     4.  Termination of Employment.  Except as provided in Section 20 below,
if the Employee ceases to be employed by the Company, other than by reason of
death or disability as defined in Section 5 below, before or after the options
granted herein become exercisable as provided in Section 3 above, this option
shall terminate after the passage of ninety (90) days from the date employment
ceases, but in no event later than the scheduled expiration date of this
option.  In such a case, the Employee's only rights hereunder shall be those
relating to options that are exercisable on the date of termination or become
exercisable within said ninety (90) day period or are properly exercised
before the termination of this option.

     5.  Death; Disability.  If the Employee dies while in the employ of the
Company, this option may be exercised to the extent of the number of shares
with respect to which the Employee could have exercised on the date of the
Employee's death, by the Employee's estate, personal representative or
beneficiary to whom this option has been assigned pursuant to Section 10 

<PAGE> 12
below, at any time within 180 days after the date of death, but not later than
the scheduled expiration date of this option.  If the Employee ceases to be
employed by the Company by reason of the Employee's disability (as defined in
the Plan), this option may be exercised, to the extent of the number of shares
with respect to which the Employee could have exercised this option on the
date of the termination of the Employee's employment, at any time within 30
days after such termination, but not later than the scheduled expiration date
of this option.  At the expiration of such 30 day period or the scheduled
expiration date, whichever is the earlier, this option shall terminate and the
only rights hereunder shall be those as to which the option was properly
exercised before such termination.

     6.  Partial Exercise.  The exercise of this option up to the extent
above-stated may be made in part at any time and from time-to-time within the
above limits, except that this option may not be exercised for a fraction of a
share unless such exercise is with respect to the final installment of stock
subject to this option and a fractional share (or cash in lieu thereof) must
be  issued to permit the Employee to exercise completely such final
installment.  Any fractional share with respect to which an installment of
this option cannot be exercised because of the limitation contained in the
preceding sentence shall remain subject to this option and shall be available
for later purchase by the Employee in accordance with the terms hereof.

     7.  Payment of Option Price.  The option price is payable in United
States dollars in cash or by check or in any manner permitted under the Plan
equal in amount to the option price.  No person shall be entitled to the
privileges of stock ownership in respect of any shares issuable upon the
exercise of this option, unless and until such shares have been issued to such
person as fully paid shares.  No certificate(s) for shares of stock purchased
upon the exercise of this option shall be issued and delivered prior to the
admission of such shares to listing on any stock exchange on which shares of
that class are then listed, nor unless and until, in the opinion of counsel
for the Company, such securities may be issued and delivered without causing
the Company to be in violation of or to incur any liability under any federal,
state or other securities law, rule or regulation, any requirement of any
securities exchange listing agreement to which the Company may be a party or
any other requirement of law or of any regulatory agency or body having
jurisdiction over the Company or its securities.

     8.  Agreement to Purchase for Investment.  By acceptance of this option,
the Employee agrees that a purchase of shares under this option is for the
Employee's own account and will not be made with a view to their distribution
(as that term is used in the Securities Act of 1933, as amended (the "1933
Act"), unless in the opinion of counsel to the Company such distribution is in
compliance with or exempt from the registration and prospectus requirements of
the 1933 Act, and the Employee agrees to sign a certificate to such effect at
the time of exercising this option and agrees that the certificate(s) for the
shares of the Company's Common Stock so purchased may be inscribed with a
legend (in form and substance acceptable to the Company) to ensure compliance
with the requirements of the 1933 Act.  The Employee thus understands that the
shares purchased upon exercise of this option are restricted and cannot be
resold or transferred except as provided above.  The Employee understands the
merits and risks of an investment in the Company and has had access to all
information required by the Employee to make an informed investment decision
and the Employee has had an opportunity to review to his or her satisfaction
the business of the Company and determine, based upon his or her own analysis,
<PAGE> 13
the value of the option and the Common Stock underlying the option.  The
Employee is able to bear the loss of his or her entire exercise price. 

     9.  Method of Exercising Option.  Subject to the terms and conditions set
forth herein, this option may be exercised by written notice to the Company at
the principal executive office of the Company or to such transfer agent as the
Company shall designate.  Such notice shall state the election to exercise
this option and the number of shares of the Company's Common Stock in respect
of which this option is being exercised and shall be signed by the
individual(s) exercising this option.  Such notice shall be accompanied by
payment of the full purchase price of such shares of the Company's Common
Stock, and the Company shall deliver a certificate(s) representing such shares
as soon as practicable after the notice shall be received.  The certificate(s)
for the shares as to which this option shall have been so exercised shall be
issued in the name of the individual(s) so exercising this option (or, if this
option shall be exercised by the Employee and if the Employee shall so request
in the notice of exercise, shall be issued in the name of the Employee and
another individual jointly, with full rights of survivorship) and shall be
delivered as provided above to or upon the written order of the individual(s)
exercising this option.  In the event this option shall be exercised, pursuant
to Section 5 above, by any individual(s) other than the Employee, such notice
of exercise shall be accompanied by appropriate proof of the right of such
individual(s) to exercise this option.  All shares of the Company's Common
Stock that shall be purchased upon the exercise of this option as provided
herein shall be fully paid and non-assessable.

     10. Option Not Transferable.  This option is not transferable or
assignable except to the extent ISOs may be assigned under the Code and except
as permitted by Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "1934 Act").  During the Employee's lifetime, this
option may be exercised only by the Employee.

     11. No Obligation to Exercise Option.  The grant and acceptance of this
option imposes no obligation on the Employee to exercise this option.

     12. No Obligation to Continue Employment.  The Company and any Related
Corporation (as that term is defined in the Plan) are not by the Plan or this
option obligated to continue the Employee in employment.

     13. No Rights as Stockholder Until Option Exercised.  The Employee shall
have no rights as a stockholder with respect to shares of the Company's Common
Stock subject to this option until a stock certificate(s) therefor has been
issued to the Employee and is fully paid for.  Except as is expressly provided
in the Plan with respect to certain changes in the capitalization of the
Company, no adjustment shall be made for dividends or similar rights for which
the record date is prior to the date a stock certificate is issued.

     14. Capital Changes and Business Successions.  Subject to Section 20
below, the Plan contains provisions regarding the treatment of options in a
number of contingencies such as stock splits, mergers, consolidations and the
sale of all or substantially all of the Company's assets.  Provisions in the
Plan for adjustment with respect to shares of the Company's Common Stock
subject to options and the related provisions with respect to successors to
the business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.

<PAGE> 14
     15. Early Disposition.  The Employee agrees to notify the Company in
writing immediately after the Employee makes a Disqualifying Disposition (as
that term is defined below) of any shares of the Company's Common Stock
received pursuant to the exercise of this option.  A "Disqualifying
Disposition" is any disposition (including any sale) of shares of the
Company's Common Stock before the later of (a) two (2) years after the date
the Employee was granted this option and (b) one (1) year after the date the
Employee acquired Common Stock by exercising this option.  If the Employee
dies before such stock is sold, these holding period requirements do not apply
and no Disqualifying Disposition can occur thereafter.  The Employee also
agrees to provide the Company with any information that it shall request
concerning any such disposition.  The Employee acknowledges that he or she
will forfeit the favorable income tax treatment otherwise available with
respect to the exercise of this ISO if the Employee makes a Disqualifying
Disposition of the stock received upon the exercise of this option.

     16. Withholding Taxes.  If the Company in its discretion determines that
it is obligated to withhold tax with respect to a Disqualifying Disposition
(as that term is defined in Section 15 above) of shares of the Company's
Common Stock received by the Employee upon the exercise of this option, the
Employee hereby agrees that the Company may withhold from the Employee's wages
the appropriate amount of federal, state and local withholding taxes
attributable to such Disqualifying Disposition.  If any portion of this option
is treated as a Non-Qualified Option, the Employee hereby agrees that the
Company may withhold from the Employee's wages the appropriate amount of
federal, state and local withholding taxes attributable to the Employee's
exercise of such Non-Qualified Option.  At the Company's discretion, the
amount required to be withheld may be withheld in cash from such wages, or
(with respect to compensation income attributable to the exercise of this
option) in kind from the Common Stock otherwise deliverable to the Employee
upon the exercise of this option.  The Employee further agrees that, if the
Company does not withhold an amount from the Employee's wages sufficient to
satisfy the Company's withholding obligation, the Employee will reimburse the
Company upon demand, in cash, for the amount underwithheld.

     17. No Exercise of Option if Employment Terminated for Misconduct.  If
the employment of the Employee is terminated for "Misconduct," this option
shall terminate on the date of such termination of employment and all unvested
or unexercised options shall thereupon no longer be exercisable to any extent
whatsoever.  For purposes of this Section 17, "Misconduct" is conduct, as
determined by the Board, involving one or more of the following:  (i) the
substantial and continuing failure of the Employee to render services to the
Company in accordance with the Employee's assigned duties; (ii) a
determination by two-thirds (2/3) of the members of the Board that the
Employee has inadequately performed the duties of the Employee's employment;
(iii) disloyalty, gross negligence, dishonesty or breach of a fiduciary duty
owed to the Company; (iv) the commission of an act of embezzlement, fraud,
disloyalty, dishonesty or deliberate disregard of the rules or policies of the
Company that results in loss, damage or injury to the Company, whether
directly or indirectly; (v) the unauthorized disclosure of any trade secret or
confidential information owned by the Company; or (vi) the commission of an
act that constitutes unfair competition with the Company or that induces any
customer or client of the Company to break a contract or agreement with the
Company.  In making such determination, the Board shall act fairly and in good
faith and shall give the Employee an opportunity to appear and be heard at a
hearing before the Board or the Committee and to present evidence on the
Employee's behalf.  For purposes of this Section 18, termination of employment 

<PAGE> 15
shall be deemed to occur when the Employee receives notice that the Employee's
employment is terminated.

     18. Changes in Control.  Notwithstanding any other provision hereof, and
in addition to any rights granted under the Plan, this option shall accelerate
so that the Employee shall have the right, at all times until the expiration
or earlier termination of the option, to exercise the unexercised portions of
this option, including the portions thereof that would, but for this Section
20, not yet be exercisable, from and after any Involuntary Termination (as
that term is defined below) within 30 days after a Change in Control (as that
term is defined below) that occurs while the Employee is an employee of the
Company or any Related Corporation.  For purposes of this Section 20: (a) an
"Involuntary Termination" is any termination of the Employee's employment with
the Company or with any Related Corporation for reasons other than (i) the
Employee's death, (ii) the Employee's total disability (as that term is
defined in the Plan), (iii) the Employee's retirement under circumstances that
entitle the Employee to full benefits under one or another of his employer's
retirement or pension plans or programs generally applicable to salaried
employees or (iv) termination for Misconduct (as that term is defined in
Section 18 above); and (b) a "Change in Control" means any of the following
events if they occur after the date of grant of this option and after the
class of stock then subject to this option becomes registered under the 1934
Act:  the direct or indirect beneficial ownership (within the meaning of
Section 13(d) of the 1934 Act and Regulations 13D through G thereunder) of
thirty percent (30%) or more of the class of securities then subject to this
option is acquired or becomes held by any person or group of persons (within
the meaning of Section 13(d)(3) of the 1934 Act), or the sale, mortgage, lease
or other transfer in one or more transactions not in the ordinary course of
the Company's business or assets or earning power constituting more than fifty
percent (50%) of the assets or earning power of the Company and its Related
Corporations (taken as a whole) to any such person or group of persons.   

     19. Provision of Documentation to Employee.  By signing this option the
Employee acknowledges receipt of a copy of this option and a copy of the Plan.

     20. Governing Law.  This option shall be governed by and interpreted in
accordance with the laws of the State of Utah.

     21. Holding Period.  The Employee acknowledges that if the shares
acquired upon exercise of this option are not held for at least six (6) months
following the date of grant, the grant of this option will be deemed a
purchase that may be matched against any sale of the Company's securities
occurring within six (6) months of the grant and may create liability for the
Employee pursuant to Section 16(b) of the 1934 Act.  Certain holding periods
are also required under the Code in order for this option to qualify as an
ISO.  

     IN WITNESS WHEREOF the Company and the Employee have caused this option
to be executed, and the Employee whose signature appears below acknowledges
receipt of a copy of the Plan and of an original copy of this option.
 
THE EMPLOYEE:                             THE COMPANY:
                                          MITY-LITE, INC.

                                          By:   
<PAGE> 16
                               MITY-LITE, INC.

                     NON-QUALIFIED STOCK OPTION AGREEMENT

     Mity-Lite, Inc., Utah corporation (the "Company"), hereby grants this     
   day of          199X, to                       , an individual (the
"Optionee"), an option to purchase a maximum of                    shares of
the Company's Common Stock, $.01 par value per share, at the price of $XX.XXXX
per share, on the following terms and conditions:

     1.  Grant Under 1997 Stock Incentive Plan.  This option is granted
pursuant to and is governed by the Company's 1997 Stock Incentive Plan (the
"Plan") and, unless the context requires otherwise, terms used herein shall
have the same meanings as set forth in the Plan.  Determinations made in
connection with this option pursuant to the Plan shall be governed by the Plan
as it exists on the date hereof.

     2.  Grant as Non-Qualified Option; Other Options.  This option shall be
treated for federal income tax purposes as a Non-Qualified Option (rather than
as an ISO), and the Committee (as that term is defined in the Plan) or the
Board (as that term is defined in the Plan) will take appropriate action, if
necessary, to achieve this result.  This option is in addition to any other
options heretofore or hereafter granted to the Optionee by the Company.  A
duplicate original of this instrument shall not effect the grant of another
option to the Optionee.

     3.  Extent of Option if Business Relationship Continues.  If the Optionee
has continued to serve the Company or any Related Corporation (as defined in
the Plan) in the capacity of an employee, officer, director or consultant
(such service is described herein as maintaining or being involved in a
"Business Relationship" with the Company) on the following dates, the Optionee
may exercise this option for the number of shares set opposite the applicable
date:






The foregoing rights are cumulative and, while the Optionee continues to
maintain a Business Relationship with the Company, may be exercised up to and
including the date that is ten (10) years from the date this option is
granted.  All of the foregoing rights are subject to Sections 4 and 5 below,
as appropriate, if the Optionee ceases to maintain a Business Relationship
with the Company or dies, becomes disabled or undergoes dissolution while
involved in a Business Relationship with the Company.

     4.  Termination of Business Relationship.  If the Optionee ceases to
maintain a Business Relationship with the Company, other than by reason of
death or disability (as those terms are defined in Section 5 below), no
further installments of this option shall become exercisable and this option
shall terminate upon the passage of ninety (90) days from the date the
Business Relationship ceases, but in no event later than the scheduled
expiration date of this option.  In such a case, the Optionee's only rights
hereunder shall be those that are properly exercised before the termination of
this option.


<PAGE> 17
     5.  Death; Disability; Dissolution.  If the Optionee is a natural person
who dies while involved in a Business Relationship with the Company, this
option may be exercised, to the extent of the number of shares with respect to
which the Optionee could have exercised on the date of the Optionee's death,
by the Optionee's estate, personal representative or beneficiary to whom this
option has been assigned pursuant to Section 10 below, at any time within one
(1) year after the date of death, but not later than the scheduled expiration
date of this option.  If the Optionee is a natural person whose Business
Relationship with the Company is terminated by reason of Optionee's disability
(as that term is defined in the Plan), this option may be exercised, to the
extent of the number of shares with respect to which the Optionee could have
exercised on the date the Business Relationship was terminated, at any time
within one (1) year after the date of such termination, but not later than the
scheduled expiration date of this option.  At the expiration of such one (1)
year period or the scheduled expiration date of this option, whichever is the
earlier, this option shall terminate and the only rights hereunder shall be
those as to which the option was properly exercised before such termination. 
If the Optionee is a corporation, partnership, trust or other entity that is
dissolved, liquidated, becomes insolvent or enters into a merger or
acquisition with respect to which such Optionee is not the surviving entity at
the time when such entity is involved in a Business Relationship with the
Company, this option shall immediately terminate as of the date of such event,
and the only rights hereunder shall be those as to which this option was
properly exercised before such dissolution or other event.

     6.  Partial Exercise.  Exercise of this option up to the extent above-
stated may be made in part at any time and from time-to-time within the above
limits, except that this option may not be exercised for a fraction of a share
unless such exercise is with respect to the final installment of stock subject
to this option and a fractional share (or cash in lieu thereof) must be issued
to permit the Optionee to exercise completely such final installment.  Any
fractional share with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding sentence shall
remain subject to this option and shall be available for later purchase by the
Optionee in accordance with the terms hereof.

     7.  Payment of Option Price.  The option price is payable in United
States dollars in cash or by check or in any manner permitted under the Plan,
equal in amount to the option price.  No individual or entity shall be
entitled to the privileges of stock ownership in respect of any shares of
Common Stock issuable upon exercise of this option, unless and until such
shares of Common Stock have been issued to such individual or entity as fully
paid shares.  No certificate(s) for shares of Common Stock purchased upon the
exercise of this option shall be issued and delivered prior to the admission
of such shares to listing on any stock exchange on which shares of that class
are then listed, nor unless and until, in the opinion of counsel for the
Company, such securities may be issued and delivered without causing the
Company to be in violation of or to incur any liability under any federal,
state or other securities law, rule or regulation, any requirement of any
securities exchange listing agreement to which the Company may be a party or
any other requirement of law or of any regulatory agency or body having
jurisdiction over the Company or its securities.

     8.  Agreement to Purchase for Investment.  By acceptance of this option,
the Employee agrees that a purchase of shares under this option is for the
Employee's own account and will not be made with a view to their distribution
(as that term is used in the Securities Act of 1933, as amended (the "1933 

<PAGE> 18
Act"), unless in the opinion of counsel to the Company such distribution is in
compliance with or exempt from the registration and prospectus requirements of
the 1933 Act, and the Employee agrees to sign a certificate to such effect at
the time of exercising this option and agrees that the certificate(s) for the
shares of the Company's Common Stock so purchased may be inscribed with a
legend (in form and substance acceptable to the Company) to ensure compliance
with the requirements of the 1933 Act.  The Employee thus understands that the
shares purchased upon exercise of this option are restricted and cannot be
resold or transferred except as provided above.  The Employee understands the
merits and risks of an investment in the Company and has had access to all
information required by the Employee to make an informed investment decision
and the Employee has had an opportunity to review to his or her satisfaction
the business of the Company and determine, based upon his or her own analysis,
the value of the option and the Common Stock underlying the option.  The
Employee is able to bear the loss of his or her entire exercise price. 

     9.  Method of Exercising Option.  Subject to the terms and conditions set
forth herein, this option may be exercised by written notice to the Company at
the principal executive office of the Company, or to such transfer agent as
the Company shall designate.  Such notice shall state the election to exercise
this option and the number of shares of the Company's Common Stock  in respect
of which this option is being exercised and shall be signed by the
individual(s) so exercising this option.  Such notice shall be accompanied by
payment of the full purchase price of such shares of the Company's Common
Stock, and the Company shall deliver a certificate(s) representing such shares
as soon as practicable after the notice shall be received.  The certificate(s)
for the shares as to which this option shall have been so exercised shall be
registered in the name of the individual(s) so exercising this option (or, if
this option shall be exercised by the Optionee and if the Optionee shall so
request in the notice of exercise, shall be registered in the name of the
Optionee and another individual jointly, with full rights of survivorship) and
shall be delivered as provided above to or upon the written order of the
individual(s) exercising this option.  In the event this option shall be
exercised, pursuant to Section 5 above, by any individual(s) other than the
Optionee, such notice of exercise shall be accompanied by appropriate proof of
the right of such individual(s) or persons to exercise this option.  All
shares of the Company's Common Stock that shall be purchased upon the exercise
of this option as provided herein shall be fully paid and non-assessable.

     10. Option Not Transferable.  This option is not transferable or
assignable except by will or by the laws of descent and distribution and
except as permitted by Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "1934 Act").  During the Optionee's lifetime,
this option may only be exercised by the Optionee.

     11. No Obligation to Exercise Option.  The grant and acceptance of this
option imposes no obligation on the Optionee to exercise this option.

     12. No Obligation to Continue Business Relationship.  The Company and any
Related Corporation is not, pursuant to the Plan or this option, obligated to
continue to maintain a Business Relationship with the Optionee.

     13. No Rights as Stockholder Until Option Exercised.  The Optionee shall
have no rights as a stockholder with respect to shares of the Company's Common
Stock subject to this option until a stock certificate(s) therefor has been
issued to the Optionee and is fully paid for.  Except as is expressly provided
in the Plan with respect to certain changes in the capitalization of the 

<PAGE> 19
Company, no adjustment shall be made for dividends or similar rights for which
the record date is prior to the date a stock certificate is issued.

     14. Capital Changes and Business Successions.  Subject to Section 17
below, the Plan contains provisions regarding the treatment of options in a
number of contingencies such as stock splits and mergers.  Provisions in the
Plan for adjustment with respect to shares of the Company's Common Stock
subject to options and the related provisions with respect to successors to
the business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.  In general, the Optionee should not assume
that options necessarily would survive the acquisition of the Company.  

     15. Withholding Taxes.  The Optionee hereby agrees that the Company may
withhold from the Optionee's wages or other remuneration the appropriate
amount of federal, state and local taxes attributable to the Optionee's
exercise of any installment of this option.  At the Company's discretion, the
amount required to be withheld may be withheld in cash from such wages or
other remuneration, or in kind from the Common Stock otherwise deliverable to
the Optionee upon the exercise of this option.  The Optionee further agrees
that, if the Company does not withhold an amount from the Optionee's wages or
other remuneration sufficient to satisfy the Company's withholding obligation,
the Optionee will reimburse the Company upon demand, in cash, for the amount
underwithheld.

     16. No Exercise of Option if Business Relationship Terminated for
Misconduct.  If the Business Relationship of the Optionee is terminated for
"Misconduct," this option shall terminate on the date of such termination of
the Business Relationship and all unvested or unexercised options shall
thereupon no longer be exercisable to any extent whatsoever.  For purposes of
this Section 16, "Misconduct" is conduct, as determined by the Board in its
sole discretion, involving one or more of the following:  (i) the substantial
and continuing failure of the Optionee to render services to the Company in
accordance with the terms or requirements of the Business Relationship; (ii) a
determination by two-thirds (2/3) of the members of the Board that the
Optionee has inadequately performed the requirements of the Business
Relationship; (iii) disloyalty, gross negligence, dishonesty or breach of a
fiduciary duty owed to the Company; (iv) the commission of an act of
embezzlement, fraud, disloyalty, dishonesty or deliberate disregard of the
rules or policies of the Company that results in loss, damage or injury to the
Company, whether directly or indirectly; (v) the unauthorized disclosure of
any trade secret or confidential information owned by the Company; or (vi) the
commission of an act that constitutes unfair competition with the Company or
that induces any customer or client of the Company to break a contract or
agreement with the Company.  In making such determination, the Board shall act
fairly and in good faith and shall give the Optionee an opportunity to appear
and be heard at a hearing before the Board or the Committee and to present
evidence on the Optionee's behalf.  For purposes of this Section 16,
termination of the Business Relationship shall be deemed to occur when the
Optionee receives notice that the Business Relationship is terminated.

     17. Changes in Control.  Notwithstanding any other provision hereof, this
option shall accelerate so that the Optionee (if the Optionee is an employee
of the Company or any Related Corporation) shall have the right, at all times
until the expiration or earlier termination of the option, to exercise the
unexercised portions of this option, including the portions thereof that
would, but for this Section 17, not yet be exercisable, from and after any
Involuntary Termination (as that term is defined below) within twenty-four 

<PAGE> 20
(24) months after a Change in Control (as that term is defined below) that
occurs while the Optionee is an employee of the Company or any Related
Corporation.  For purposes of this Section 17:  (a) an "Involuntary
Termination" is any termination of the Optionee's employment with the Company
or any Related Corporation for reasons other than (i) the Optionee's death,
(ii) the Optionee's total disability (as that term is defined in the Plan),
(iii) the Optionee's retirement under circumstances that entitle the Optionee
to full benefits under one or another of his employer's retirement or pension
plans or programs generally applicable to salaried employees or (iv)
termination for Misconduct (as that term is defined in Section 16 above) and
(b) a "Change in Control" means any of the following events if they occur
after the date of grant of this option and after the class of stock then
subject to this option becomes registered under the 1934 Act:  the direct or
indirect beneficial ownership (within the meaning of Section 13(d) of the 1934
Act and Regulations 13D through G thereunder) of thirty percent (30%) or more
of the class of securities then subject to this option is acquired or becomes
held by any person or group of persons (within the meaning of Section 13(d)(3)
of the 1934 Act), or the sale, mortgage, lease or other transfer in one or
more transactions not in the ordinary course of the Company's business or
assets or earning power constituting more than fifty percent (50%) of the
assets or earning power of the Company and its Related Corporations (taken as
a whole) to any such person or group of persons.   

     18. Governing Law.  This option shall be governed by and interpreted in
accordance with the laws of the State of Utah.

     19. Holding Period.  The Optionee acknowledges that if the shares
acquired upon exercise of this option are not held for at least six (6) months
following the date of grant, the grant of this option will be deemed a
purchase that may be matched against any sale of the Company's securities
occurring within six (6) months of the grant and may create liability for the
Optionee pursuant to Section 16(b) of the 1934 Act.

     IN WITNESS WHEREOF, the Company and the Optionee have caused this option
to be executed, and the Optionee whose signature appears below acknowledges
receipt of a copy of the Plan and of an original copy of this option.

THE OPTIONEE:                               THE COMPANY:
                                            MITY-LITE, INC.

                                            By: