EXHIBIT 10.22

                               CFP HOLDINGS, INC.

                             1995 Stock Option Plan


1.       PURPOSE OF THE PLAN

                  The purpose of the CFP  HOLDINGS,  INC. 1995 STOCK OPTION PLAN
(the "Plan") is (i) to further the growth and success of CFP HOLDINGS, INC. (the
"Company") and its Subsidiaries (as hereinafter  defined) by enabling  directors
and employees of, and  independent  consultants  and contractors to, the Company
and any of its  Subsidiaries  to acquire  shares of the 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 425(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  three-person  Stock  Option  Committee  (the
"Committee") appointed 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 (the "1934 Act") in order to permit officers and
directors of the Company to be exempt from the  provisions  of Section  16(b) of
the 1934 Act with  respect to  transactions  pursuant to the Plan,  each of such
persons, at the effective date of his or her appointment to the Committee, shall
be a "disinterested person" within the meaning of Rule 16b-3. The members of the
Committee may be removed by the Board at any time either with or without  cause.
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.

                  (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


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                  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 11,586 shares.  If and to the extent that Options  granted under the Plan
terminate,  expire or are  canceled  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  canceled
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.

                  (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  and (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


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                  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 425(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

                           (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  tenth  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) 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.

                  (c)      No Evidence of Employment or Service


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                  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  this 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  NASDAQ 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,  without  regard in  respect to any such
         determination for any discount,  including, without limitation, for the
         fact that such share is nonvoting  common stock,  is held by a minority
         stockholder,  that there is no public market for the stock or, if there
         were a public market for such stock,  such stock would be  "restricted"
         as defined under Rule 144 promulgated under the




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         Securities  Act of 1933,  after  taking  into  consideration  all other
         factors  which it deems  appropriate,  including,  without  limitation,
         recent  sale  and  offer   prices  of  the  Common   Stock  in  private
         transactions  negotiated  at  arms'  length;  provided,  however,  with
         respect  to  any  such  shares   exercised   by  Richard  W.   Griffith
         ("Griffith"),  in the event  that  Griffith  shall  object to such Fair
         Market Value  determination  by the Committee  within 90 days following
         his  receipt of such  notice of  determination  by the  Committee,  the
         operative  provisions  for the  determination  of the term "Fair Market
         Value Per  Share" as defined in that  certain  Stockholders'  Agreement
         dated as of March 31, 1993,  shall apply and be binding  upon  Griffith
         and the Committee.

                  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.

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, as amended (the "Securities  Act"), for the initial public offering of its
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 tenth  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  or  contractor  to, the  Company or any of its
         Subsidiaries (other than as a result of an Involuntary  Termination (as
         defined  in  clause  (iii)  below));  provided,  however,  that  if the
         Optionee  shall  die  during  such



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         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  or contractor  to, the Company or any of its  Subsidiaries;
         [provided,  further,  that in the event that the employment of Griffith
         by the Company pursuant to that certain  Employment  Agreement dated as
         of March 31, 1993,  shall have been terminated by the Company  pursuant
         to a  Termination  without  cause  (as  such  term is  defined  in such
         Employment  Agreement),  the  time of  termination  of the  unexercised
         portion of Griffith's  Option  attached  hereto as Exhibit H-2 shall be
         three  months  from  the  last day of the  fiscal  year in  which  such
         Termination  shall have occurred if the Company shall have achieved the
         EBITDA  Target  and  Total  Indebtedness  Target  for each of the prior
         Accelerated Vesting Periods (as defined in such Option Agreement);]

                           (iii) the  expiration  of 6 months from the date that
         the Optionee  ceases to be an employee or director  of, or  independent
         consultant or contractor 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) 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;

                           (v) on the effective date of a Corporate  Transaction
         (as defined in Section 9(b)(i)) 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

                           (vi)  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 for purposes of the Plan,  and the date upon which such
Termination For Cause shall occur.  All such  determinations  shall be final and
conclusive and binding upon the Optionee.]

                  Anything    contained    in   the   Plan   to   the   contrary
notwithstanding,  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  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  or  contractor  to,  the  Company or one of its
Subsidiaries.

                  (c)      Limitations on Exercise

                  Anything    contained    in   the   Plan   to   the   contrary
notwithstanding,  an ISO  granted  under  the Plan to an  Optionee  shall not be
considered an ISO to the extent that the aggregate Fair Market Value on the date
of grant of such ISO (as  determined  in  accordance  with Section  6(b))




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of all stock with respect to which  incentive  stock options are exercisable for
the first time by such Optionee during any calendar year (under all plans of the
Company and its subsidiaries) exceeds $100,000.

8.       PROCEDURE FOR EXERCISE

                  (a)      Payment

                  At the time an Option is granted under the Plan, the Committee
shall  permit the  Optionee  to 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 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;

                           (iii) in the case of  Griffith,  by the issuance of a
         promissory note in form reasonably  acceptable to the Committee,  which
         note  shall  not bear  interest  and  shall be due and  payable  on the
         earlier to occur of 90 days after the  issuance  thereof or the date on
         which  Fair  Market  Value per share  shall  have  been  determined  in
         accordance with Section 6(b) hereof,  and such note shall be payable by
         the  delivery  of shares  which  shall be deemed to have a value to the
         Company  equal  to the  aggregate  fair  market  value  of such  shares
         determined at the date of such issuance in accordance with Section 6(b)
         hereof; or

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

                  (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 state:

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

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

                           (iii) 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) the date upon  which  the  Optionee  desires  to
         consummate the purchase (which date must be prior so the termination of
         such Option);


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

                           (vi) 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.

                  (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 or  reorganization,  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 425 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 (each, a "Corporate Transaction"):

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




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         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  425(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 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.

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 and such  additional  legends as may be required by the Option  Agreement
evidencing a particular Option:


<PAGE>

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT").
         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 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.

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,  voting either in person or by proxy, at a
duly held stockholders' meeting, or by written consent,  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 tenth  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


<PAGE>

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

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  issuance  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 by 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

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 Delaware.

As adopted by the Board of Directors
of CFP HOLDINGS, INC. as of March 1, 1995.