ZOMAX OPTICAL MEDIA, INC.

                             1996 STOCK OPTION PLAN

                           (As Amended March 7, 1997)


                                   SECTION 1.

                                   DEFINITIONS


         As used herein,  the following terms shall have the meanings  indicated
below:

          (a) The "Company"  shall mean Zomax Optical  Media,  Inc., a Minnesota
          corporation.

          (b) A "Subsidiary"  shall mean any  corporation of which fifty percent
          (50%) or more of the total voting power of outstanding stock is owned,
          directly or indirectly in an unbroken chain, by the Company.

          (c) "Option Stock" shall mean Common Stock of the Company  (subject to
          adjustment  as described in Section 13) reserved for options  pursuant
          to this Plan.

          (d) The "Plan" means the Zomax Optical  Media,  Inc. 1996 Stock Option
          Plan, as amended  hereafter  from time to time,  including the form of
          Option  Agreements  as they may be  modified by the Board from time to
          time.

          (e) Non-Employee Directors shall mean members of the Board who are not
          employees of the Company or any Subsidiary.

          (f) The  "Optionee"  for  purposes  of Section 9 is an employee of the
          Company or any  Subsidiary to whom an incentive  stock option has been
          granted under the Plan.  For purposes of Section 10, the "Optionee" is
          a consultant or advisor to or an employee,  officer or director of the
          Company or any Subsidiary to whom a nonqualified stock option has been
          granted.  For purposes of Section 11, the "Optionee" is a Non-Employee
          Director to whom a nonqualified stock option has been granted.

          (g)  "Committee"  shall mean a Committee of two or more  directors who
          shall be appointed by and serve at the pleasure of the Board.  As long
          as the Company's  securities are registered  pursuant to Section 12 of
          the Securities  Exchange Act of 1934, as amended,  then, to the extent
          necessary for compliance with Rule 16b-3, or any successor  provision,
          each  of  the  members  of  the  Committee  shall  be a  "Non-Employee
          Director." For purposes of this Section 1(g)  "Non-Employee  Director"
          shall  have the  same  meaning  as set  forth  in Rule  16b-3,  or any
          successor  provision,  as then in  effect,  of the  General  Rules and
          Regulations under the Securities Exchange Act of 1934, as amended.


<PAGE>

          (h) The "Internal  Revenue Code" is the Internal Revenue Code of 1986,
          as amended from time to time.


                                   SECTION 2.

                                     PURPOSE

     The  purpose of the Plan is to promote  the  success of the Company and its
subsidiaries by facilitating the employment and retention of competent personnel
and by furnishing incentive to directors, officers, employees,  consultants, and
advisors upon whose efforts the success of the Company and its subsidiaries will
depend to a large degree.

     It is the  intention  of the  Company  to carry  out the Plan  through  the
granting of stock options which will qualify as "Incentive  Stock Options" under
the  provisions  of Section 422 of the Internal  Revenue  Code,  and through the
granting of "Nonqualified  Stock Options" pursuant to Sections 10 and 11 of this
Plan.  Adoption of this Plan shall be and is expressly  subject to the condition
of approval by the  shareholders of the Company within twelve (12) months before
or after the adoption of the Plan by the Board of  Directors.  In no event shall
any stock options be exercisable  prior to the date this Plan is approved by the
shareholders  of the  Company.  If  shareholder  approval  of  this  Plan is not
obtained  within  twelve (12) months after the adoption of the Plan by the Board
of Directors, any stock options previously granted shall be revoked.


                                   SECTION 3.

                             EFFECTIVE DATE OF PLAN

     The Plan  shall be  effective  as of the date it is adopted by the Board of
Directors of the Company, subject to approval by the shareholders of the Company
as required in Section 2.


                                   SECTION 4.

                                 ADMINISTRATION

     The Plan shall be  administered  by the Board of  Directors  of the Company
(hereinafter  referred  to as  the  "Board")  or  by a  Stock  Option  Committee
(hereinafter  referred to as the  "Committee"  and as defined in Section 1(g) of

<PAGE>

this Plan) which may be appointed  by the Board from time to time.  The Board or
the  Committee,  as the case may be,  shall have all of the powers  vested in it
under the  provisions  of the  Plan,  including  but not  limited  to  exclusive
authority  (where  applicable and within the  limitations  described  herein) to
determine,  in its  sole  discretion,  whether  an  incentive  stock  option  or
nonqualified  stock option shall be granted,  the  individuals  to whom, and the
time or times at which,  options shall be granted,  the number of shares subject
to each option and the option price and terms and conditions of each option. The
Board,  or the Committee,  shall have full power and authority to administer and
interpret  the Plan, to make and amend rules,  regulations  and  guidelines  for
administering  the Plan, to prescribe the form and  conditions of the respective
stock option  agreements  (which may vary from Optionee to Optionee)  evidencing
each option and to make all other determinations  necessary or advisable for the
administration of the Plan. The Board's,  or the Committee's,  interpretation of
the Plan,  and all  actions  taken and  determinations  made by the Board or the
Committee pursuant to the power vested in it hereunder,  shall be conclusive and
binding on all parties concerned.  No member of the Board or the Committee shall
be liable for any action taken or determination made in good faith in connection
with the administration of the Plan.

     In the event the Board  appoints a  Committee  as provided  hereunder,  any
action of the Committee with respect to the  administration of the Plan shall be
taken  pursuant to a majority vote of the  Committee  members or pursuant to the
written resolution of all Committee members.


                                   SECTION 5.

                                  PARTICIPANTS

     The Board or the Committee, as the case may be, shall from time to time, at
its  discretion  and  without  approval  of the  shareholders,  designate  those
employees, directors, officers, consultants or advisors of the Company or of any
Subsidiary to whom nonqualified  stock options shall be granted under this Plan;
provided, however, that consultants or advisors shall not be eligible to receive
stock options  hereunder  unless such  consultant  or advisor  renders bona fide
services to the Company or  Subsidiary  and such  services are not in connection
with the offer or sale of securities in a capital-raising transaction. The Board
or the  Committee,  as the  case  may  be,  shall,  from  time to  time,  at its
discretion and without approval of the  shareholders,  designate those employees
of the  Company or any  Subsidiary  to whom  incentive  stock  options  shall be
granted under this Plan.

     The Board or the Committee may grant additional  incentive stock options or
nonqualified  stock  options  under this Plan to some or all  participants  then
holding options or may grant options solely or partially to new participants. In
designating  participants,  the Board or the Committee  shall also determine the
number of shares to be  optioned  to each such  participant.  The Board may from
time to time  designate  individuals  as being  ineligible to participate in the
Plan.

<PAGE>

                                   SECTION 6.

                                      STOCK

     The Stock to be optioned  under this Plan shall consist of  authorized  but
unissued shares of Option Stock.  Eight hundred fifty thousand  (850,000) shares
of Option  Stock shall be reserved  and  available  for options  under the Plan;
provided,  however, that the total number of shares of Option Stock reserved for
options under this Plan shall be subject to adjustment as provided in Section 13
of the Plan.  In the event that any  outstanding  option  under the Plan for any
reason  expires or is terminated  prior to the exercise  thereof,  the shares of
Option Stock allocable to the unexercised  portion of such option shall continue
to be reserved for options under the Plan and may be optioned hereunder.


                                   SECTION 7.

                                DURATION OF PLAN

     Incentive  stock  options may be granted  pursuant to the Plan from time to
time  during a period of ten (10) years from the earlier of the date the Plan is
approved  by the Board or the date it is  approved  by the  shareholders  of the
Company.  Nonqualified  stock  options may be granted  pursuant to the Plan from
time to time  after  the Plan is  adopted  by the  Board  and  until the Plan is
discontinued or terminated by the Board.


                                   SECTION 8.

                                     PAYMENT

     Optionees may pay for shares upon exercise of options  granted  pursuant to
this Plan with cash, certified check, Common Stock of the Company valued at such
stock's  then "fair market  value" as defined in Section 9 below,  or such other
form of payment as may be authorized by the Board or the Committee. The Board or
the Committee may, in its sole discretion,  limit the forms of payment available
to the  Optionee  and  may  exercise  such  discretion  any  time  prior  to the
termination  of the Option  granted to the  Optionee or upon any exercise of the
Option by the Optionee.


<PAGE>

                                   SECTION 9.

                 TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

     Each incentive stock option granted pursuant to the Plan shall be evidenced
by a written  stock  option  agreement  (the  "Option  Agreement").  The  Option
Agreement  shall be in such  form as may be  approved  from  time to time by the
Board or the  Committee  and may  vary  from  Optionee  to  Optionee;  provided,
however,  that each Optionee and each Option  Agreement shall comply with and be
subject to the following terms and conditions:

         (a) Number of Shares and Option Price. The Option Agreement shall state
         the total number of shares covered by the incentive  stock option.  The
         option  price per share  shall  not be less  than one  hundred  percent
         (100%) of the fair  market  value of the Common  Stock per share on the
         date the Board or the Committee, as the case may be, grants the option;
         provided,  however, that if an Optionee owns stock possessing more than
         ten percent (10%) of the total combined  voting power of all classes of
         stock of the  Company  or of its parent or any  Subsidiary,  the option
         price per share of an incentive  stock option  granted to such Optionee
         shall  not be less  than one  hundred  ten  percent  (110%) of the fair
         market  value of the Common Stock per share on the date of the grant of
         the option.  For purposes hereof, if such stock is then reported in the
         national  market  system or is listed upon an  established  exchange or
         exchanges,  "fair market  value" of the Common Stock per share shall be
         the highest  closing price of such stock in such national market system
         or on such  stock  exchange  or  exchanges  on the date the  option  is
         granted or, if no sale of such stock shall have  occurred on that date,
         on the next  preceding day on which there was a sale of stock.  If such
         stock is not so reported in the national  market  system or listed upon
         an exchange,  "fair  market  value" shall be the mean between the "bid"
         and "asked"  prices  quoted by a  recognized  specialist  in the Common
         Stock of the Company on the date the option is granted, or if there are
         no quoted "bid" and "asked"  prices on such date, on the next preceding
         date for which  there are such  quotes.  If such stock is not  publicly
         traded as of the date the option is granted, the "fair market value" of
         the Common Stock shall be determined by the Board, or the Committee, in
         its sole discretion by applying principles of valuation with respect to
         all such options. The Board or the Committee, as the case may be, shall
         have full authority and discretion in establishing the option price and
         shall be fully protected in so doing.

         (b) Term and  Exercisability of Incentive Stock Option. The term during
         which  any  incentive  stock  option  granted  under  the  Plan  may be
         exercised  shall  be  established  in  each  case by the  Board  or the
         Committee,  as the case may be,  but in no event  shall  any  incentive
         stock option be  exercisable  during a term of more than ten (10) years
         after the date on which it is granted;  provided,  however,  that if an
      
<PAGE>

         Optionee owns stock possessing more than ten percent (10%) of the total
         combined  voting power of all classes of stock of the Company or of its
         parent  or  any  Subsidiary,   the  incentive  stock  option  shall  be
         exercisable  during a term of not more than  five (5)  years  after the
         date on which it is granted.  The Option Agreement shall state when the
         incentive  stock option  becomes  exercisable  and shall also state the
         maximum term during which the option may be exercised.  In the event an
         incentive  stock  option  is  exercisable  immediately,  the  manner of
         exercise  of the  option  in the  event  it is not  exercised  in  full
         immediately  shall be specified in the Option  Agreement.  The Board or
         the Committee,  as the case may be, may accelerate the exercise date of
         any incentive  stock option granted  hereunder which is not immediately
         exercisable as of the date of grant.

         (c) Other  Provisions.  The  Option  Agreement  authorized  under  this
         Section  9 shall  contain  such  other  provisions  as the Board or the
         Committee,  as the case may be, shall deem  advisable.  Any such Option
         Agreement  shall contain such  limitations  and  restrictions  upon the
         exercise of the option as shall be necessary to ensure that such option
         will be considered  an  "Incentive  Stock Option" as defined in Section
         422 of the Internal Revenue Code or to conform to any change therein.

         (d)  Holding  Period.  The  disposition  of any shares of Common  Stock
         acquired by an Optionee pursuant to the exercise of an option described
         above shall not be eligible  for the  favorable  taxation  treatment of
         Section  421(a) of the  Internal  Revenue  Code  unless  any  shares so
         acquired  are held by the  Optionee for at least two (2) years from the
         date of the granting of the option under which the shares were acquired
         and at least one year after the  acquisition of such shares pursuant to
         the exercise of such option, or such other periods as may be prescribed
         by the Internal Revenue Code. In the event of an Optionee's death, such
         holding period shall not be applicable pursuant to Section 421(c)(1) of
         the Internal Revenue Code.


                                   SECTION 10.

               TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

     Each  nonqualified  stock  option  granted  pursuant  to the Plan  shall be
evidenced by a written Option  Agreement.  The Option Agreement shall be in such
form as may be approved  from time to time by the Board or the Committee and may
vary from Optionee to Optionee;  provided,  however, that each Optionee and each
Option  Agreement  shall comply with and be subject to the  following  terms and
conditions:

         (a) Number of Shares and Option Price. The Option Agreement shall state
         the total number of shares  covered by the  nonqualified  stock option.
         The option price per share shall be equal to one hundred percent (100%)
         of the fair market  value of the Common Stock per share on the date the
         Board or the Committee grants the option unless otherwise determined by
         the Board or the Committee, as the case may be; provided, however, that
         the  option  price  per  share  shall be equal to at least  eighty-five
         percent (85%) of the fair market value of the Common Stock per share on
         the date of grant.  For purposes  hereof,  the "fair market value" of a
         share of Common  Stock  shall have the same  meaning as set forth under
         Section 9(a) herein.

<PAGE>


         (b) Term and  Exercisability  of  Nonqualified  Stock Option.  The term
         during which any  nonqualified  stock option granted under the Plan may
         be  exercised  shall be  established  in each  case by the Board or the
         Committee,  as the case may be,  but in no event  shall  any  option be
         exercisable during a term of more than ten (10) years after the date on
         which  it was  granted.  The  Option  Agreement  shall  state  when the
         nonqualified stock option becomes  exercisable and shall also state the
         maximum term during which the option may be  exercised.  In the event a
         nonqualified  stock option is  exercisable  immediately,  the manner of
         exercise  of the  option  in the  event  it is not  exercised  in  full
         immediately  shall be specified in the Option  Agreement.  The Board or
         the Committee,  as the case may be, may accelerate the exercise date of
         any   nonqualified   stock  option  granted   hereunder  which  is  not
         immediately exercisable as of the date of grant.

         (c) Withholding. In the event the Optionee is required under the Option
         Agreement to pay the Company, or make arrangements  satisfactory to the
         Company respecting payment of, any federal, state, local or other taxes
         required by law to be withheld  with respect to the option's  exercise,
         the Board or the Committee,  as the case may be, may, in its discretion
         and  pursuant  to such rules as it may adopt,  permit the  Optionee  to
         satisfy such  obligation,  in whole or in part, by electing to have the
         Company  withhold  shares of Common  Stock  otherwise  issuable  to the
         Optionee  as a result  of the  option's  exercise  equal to the  amount
         required  to be  withheld  for tax  purposes.  Any stock  elected to be
         withheld  shall be valued at its "fair market value," as provided under
         Section 9(a) hereof, as of the date the amount of tax to be withheld is
         determined  under  applicable tax law. The Optionee's  election to have
         shares  withheld for this  purpose  shall be made on or before the date
         the option is exercised  or, if later,  the date that the amount of tax
         to be withheld is determined  under  applicable  tax law. Such election
         shall also comply with such rules as may be adopted by the Board or the
         Committee to assure  compliance with Rule 16b-3, as then in effect,  of
         the General Rules and Regulations under the Securities  Exchange Act of
         1934, if applicable.

         (d) Other  Provisions.  The Option  Agreement  authorized  under this 
         Section 10 shall  contain such other provisions as the Board, or the 
         Committee, as the case may be, shall deem advisable.


                                   SECTION 11.

                  GRANTING OF OPTIONS TO NON-EMPLOYEE DIRECTORS

                  (a) Upon  Joining  Board.  Each  Non-Employee  Director  whose
         initial  election or appointment to the Board of Directors occurs after
         the date this Plan is adopted by the Board of  Directors  shall,  as of

<PAGE>

         the date of such election or appointment to the Board, automatically be
         granted an option to purchase  10,000  shares of the Common Stock at an
         option price per share equal to one hundred  percent (100%) of the fair
         market  value  of the  Common  Stock on the  date of such  election  or
         appointment.  Such option  shall  become  exercisable  to the extent of
         2,000  shares on each of the  first,  second,  third,  fourth and fifth
         anniversaries of the date of grant.

                  (b) Upon Re-election to Board. Each Non-Employee Director who,
         after the date  this Plan is  adopted  by the  Board of  Directors,  is
         re-elected as a  Non-Employee  Director of the Company or whose term of
         office continues after a meeting of shareholders at which directors are
         elected  shall,  as of the  date of  such  re-election  or  shareholder
         meeting, automatically be granted an option to purchase 2,000 shares of
         Common Stock at an option price per share equal to one hundred  percent
         (100%) of the fair market value of the Common Stock on the date of such
         re-election  or  shareholder  meeting;  provided  that  a  Non-Employee
         Director who receives an option  pursuant to subsection (a) above shall
         not be entitled to receive an option  pursuant to this  subsection  (b)
         until at least  twelve (12) months after such  Non-Employee  Director's
         initial  election  to the  Board.  Options  granted  pursuant  to  this
         subsection (b) shall be immediately exercisable in full.

                  (c)  General.  Non-Employee  Directors  shall not receive more
         than one option to purchase 2,000 shares pursuant to this Section 11 in
         any one fiscal year.  All options  granted  pursuant to this Section 11
         shall be designated as nonqualified options and shall be subject to the
         same  terms  and  provisions  as are then in  effect  with  respect  to
         granting of  nonqualified  options to  officers  and  employees  of the
         Company,  except  that the option  shall  expire on the  earlier of (i)
         three  months  after the  optionee  ceases to be a director  (except by
         death) and (ii) ten (10) years after the date of grant. Notwithstanding
         the foregoing,  in the event of the death of a  Non-Employee  Director,
         any option  granted to such  Non-Employee  Director may be exercised at
         any time within  twelve  (12) months of the death of such  Non-Employee
         Director  or on the date on which  the  option,  by its  terms  expire,
         whichever is earlier.


                                   SECTION 12.

                               TRANSFER OF OPTION

     No option shall be transferable, in whole or in part, by the Optionee other
than  by will or by the  laws  of  descent  and  distribution  and,  during  the
Optionee's  lifetime,  the option may be exercised only by the Optionee.  If the
Optionee  shall attempt any transfer of any option granted under the Plan during
the  Optionee's  lifetime,  such transfer  shall be void and the option,  to the
extent not fully exercised, shall terminate.


<PAGE>

                                   SECTION 13.

             RECAPITALIZATION, SALE, MERGER, EXCHANGE OR LIQUIDATION

     In the event of an  increase  or decrease in the number of shares of Common
Stock resulting from a subdivision or  consolidation of shares or the payment of
a stock  dividend  or any other  increase or decrease in the number of shares of
Common Stock  effected  without  receipt of  consideration  by the Company,  the
number of shares of Option Stock  reserved under Section 6 hereof and the number
of shares of Option Stock covered by each  outstanding  option and the price per
share thereof shall be adjusted by the Board to reflect such change.  Additional
shares which may be credited pursuant to such adjustment shall be subject to the
same  restrictions  as are  applicable  to the shares with  respect to which the
adjustment relates.

     Unless otherwise provided in the Option Agreement, in the event of the sale
by  the  Company  of  substantially   all  of  its  assets  and  the  consequent
discontinuance  of  its  business,  or  in  the  event  of a  merger,  exchange,
reorganization, reclassification, extraordinary dividend, divestiture (including
a spin-off),  or liquidation of the Company,  the Board may, in connection  with
the Board's adoption of the plan for such  transaction,  provide for one or more
of the following:  (i) the equitable  acceleration of the  exercisability of any
outstanding  options hereunder;  (ii) the complete  termination of this Plan and
cancellation  of outstanding  options not exercised prior to a date specified by
the Board (which date shall give Optionees a reasonable  period of time in which
to  exercise  the  options  prior to the  effectiveness  of such  sale,  merger,
exchange, reorganization,  reclassification, extraordinary dividend, divestiture
(including a spin-off),  or liquidation);  and (iii) the continuance of the Plan
with respect to the exercise of options which were outstanding as of the date of
adoption by the Board of such plan for sale, merger,  exchange,  reorganization,
reclassification, extraordinary dividend, divestiture (including a spin-off), or
liquidation and provide to Optionees  holding such options the right to exercise
their  respective  options as to an equivalent  number of shares of stock of the
corporation  succeeding  the Company by reason of such sale,  merger,  exchange,
reorganization, reclassification, extraordinary dividend, divestiture (including
a spin-off),  or liquidation.  The grant of an option pursuant to the Plan shall
not  limit in any way the  right or power of the  Company  to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure or to merge, exchange or consolidate or to dissolve,  liquidate,  sell
or transfer all or any part of its business or assets.


                                   SECTION 14.

                               INVESTMENT PURPOSE

     No shares of Common  Stock shall be issued  pursuant to the Plan unless and
until there has been compliance,  in the opinion of Company's counsel,  with all
applicable legal  requirements,  including without  limitation those relating to
securities laws and stock exchange listing  requirements.  As a condition to the
issuance of Option Stock to an Optionee,  the Board or the Committee may require

<PAGE>

the Optionee to (a) represent that the shares of Option Stock are being acquired
for  investment  and not resale and to make such  other  representations  as the
Board, or the Committee, as the case may be, shall deem necessary or appropriate
to qualify the issuance of the shares as exempt from the  Securities Act of 1933
and any other applicable  securities laws, and (b) represent that Optionee shall
not dispose of the shares of Option Stock in violation of the  Securities Act of
1933 or any other applicable  securities laws. The Company reserves the right to
place a legend  on any  stock  certificate  issued  upon  exercise  of an option
granted pursuant to the Plan to assure compliance with this Section 14.


                                   SECTION 15.

                             RIGHTS AS A SHAREHOLDER

     An Optionee  (or the  Optionee's  successor  or  successors)  shall have no
rights as a  shareholder  with respect to any shares  covered by an option until
the date of the  issuance of a stock  certificate  evidencing  such  shares.  No
adjustment shall be made for dividends  (ordinary or  extraordinary,  whether in
cash, securities or other property), distributions or other rights for which the
record  date is prior to the date such  stock  certificate  is  actually  issued
(except as otherwise provided in Section 13 of the Plan).


                                   SECTION 16.

                              AMENDMENT OF THE PLAN

     The Board may from time to time,  insofar as permitted  by law,  suspend or
discontinue  the Plan or revise or amend it in any respect;  provided,  however,
that no such revision or amendment, except as is authorized in Section 13, shall
impair the terms and  conditions of any option which is  outstanding on the date
of such revision or amendment to the material  detriment of the Optionee without
the consent of the Optionee.  Notwithstanding the foregoing, no such revision or
amendment shall (i) materially increase the number of shares subject to the Plan
except as provided  in Section 12 hereof,  (ii)  change the  designation  of the
class of  employees  eligible to receive  options,  (iii)  decrease the price at
which options may be granted,  or (iv) materially increase the benefits accruing
to Optionees  under the Plan,  unless such  revision or amendment is approved by
the  shareholders  of the Company.  Furthermore,  the Plan may not,  without the
approval of the shareholders, be amended in any manner that will cause incentive
stock  options to fail to meet the  requirements  of Section 422 of the Internal
Revenue Code. In addition to and notwithstanding  the foregoing,  the provisions
of Section 11 shall not be amended  more than once every six months,  other than
to comport with changes in the Internal  Revenue Code,  the Employee  Retirement
Income Security Act, or the rules thereunder.


<PAGE>

                                   SECTION 17.

                        NO OBLIGATION TO EXERCISE OPTION

     The granting of an option shall impose no  obligation  upon the Optionee to
exercise such option.  Further,  the granting of an option  hereunder  shall not
impose upon the Company or any  Subsidiary any obligation to retain the Optionee
in its employ for any period.