THIRD AMENDED AND RESTATED
                  CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                              1992 STOCK INCENTIVE PLAN


               Section  1.   Purpose. The purpose of the Campo Electronics,
          Appliances and Computers,  Inc.  1992  Stock  Incentive Plan (the
          "Plan")  is  to  increase  shareholder value and to  advance  the
          interests of Campo Electronics,  Appliances  and  Computers, Inc.
          ("Campo")  and its subsidiaries (collectively, the "Company")  by
          granting stock options and restricted stock (the "Incentives") to
          key employees  of  the  Company  in  order to attract, retain and
          motivate these employees.  The Board of Directors of Campo hereby
          approves  and  adopts  the  Plan,  subject  to  approval  of  the
          shareholders of Campo.

               Section 2.  Administration.

                    Section   2.1   Composition.    The   Plan   shall   be
               administered by the Compensation Committee (the "Committee")
               of  the  Board of Directors of Campo.  The  Committee  shall
               consist of  not  fewer  than  two  members  of  the Board of
               Directors,  all  of  whom  shall,  to  the  extent required,
               qualify  to administer the Plan under Rule 16b-3  under  the
               Securities  Exchange  Act  of  1934  (the "Exchange Act") as
               currently in effect or any successor rule.

                    Section  2.2   Authority.  The  Committee   shall  have
               plenary authority to award Incentives under the Plan, to set
               the  terms  of  such  Incentives, to interpret the Plan,  to
               establish any rules or regulations relating to the Plan that
               it  determines to be appropriate,  and  to  make  any  other
               determination  that  it  believes necessary or advisable for
               the proper administration  of  the  Plan.   Its decisions in
               matters  relating to the Plan shall be final and  conclusive
               on the Company and participants.

               Section 3.   Eligible  Participants.   Key  employees of the
          Company   (including   officers   and  directors,  but  excluding
          directors who are not also full-time  employees  of  the Company)
          who,   in   the   opinion   of  the  Committee  have  significant
          responsibility  for  the  continued   growth,   development   and
          financial success of the Company shall become eligible to receive
          Incentives  under  the  Plan  when  designated  by the Committee.
          Participants  may  be  designated  individually or by  groups  or
          categories as the Committee deems appropriate.

               Section 4.   Types of Incentives.  Incentives under the Plan
          may  be  granted  in any one or a combination  of  the  following
          forms:   (a)  incentive  stock  options  or  non-qualified  stock
          options, (b) shares of restricted stock and (c) stock awards.

               Section 5.   Shares Subject to the Plan.

                    Section  5.1   Number of Shares.  Subject to adjustment
               as provided in  Section  9.5,  a  total of 850,000 shares of
               Campo common stock, $.10 par value  per  share  (the "Common
               Stock"),  may  be  issued  under the Plan.  Incentives  with
               respect to no more than 200,000  shares  of Common Stock may
               be  granted  under the Plan to a single participant  in  any
               calendar year.

                    Section  5.2   Calculation   of  Shares  Available  for
               Issuance and Cancellation of Options.   If  a  stock  option
               granted  hereunder expires or is terminated or cancelled  as
               to any shares  of  Common  Stock,  such  shares may again be
               issued under the Plan either pursuant to stock options or as
               restricted stock.  If shares of Common Stock  are  issued as
               restricted  stock and thereafter are forfeited or reacquired
               by the Company  pursuant  to  rights  reserved upon issuance
               thereof, such forfeited and reacquired  shares  may again be
               issued  under  the  Plan,  either  as  restricted  stock  or
               pursuant to a stock option, if such issuance does not result
               in a violation of Rule 16b-3 under the Exchange Act  or  any
               successor  rule.   Shares of Common Stock otherwise issuable
               under the Plan and used for the payment of withholding taxes
               shall  again  be available  for  issuance  under  the  Plan.
               Shares of Common  Stock  delivered to pay the exercise price
               of stock options shall be  added  to  the  number  of shares
               available for issuance through the Plan.  The Committee  may
               also  determine to cancel, and agree to the cancellation of,
               stock options  in  order  to  grant new stock options to the
               same participant at a lower price  than  the  options  to be
               cancelled.

                    Section  5.3   Type  of  Common  Stock.   Common  Stock
               issued  under the Plan in connection with Incentives may  be
               authorized  and  unissued  shares  or  issued shares held as
               treasury shares.

                    Section  5.4   Reinvestment  of Dividends.   Shares  of
               Common Stock that are delivered to a participant in the Plan
               as a result of the reinvestment of  dividends in conjunction
               with restricted stock shall be applied  against  the maximum
               number of shares provided in Section 5.1.

               Section  6.   Stock  Options.  A stock option is a right  to
          purchase shares of Common Stock  from the Company.  Stock options
          granted under this Plan may be incentive  stock  options  or non-
          qualified stock options.  Any option that is designated as a non-
          qualified stock option shall not be treated as an incentive stock
          option.   Each  stock  option  granted by the Committee under the
          Plan shall be subject to the following terms and conditions:

                    Section 6.1   Price.   The option price per share shall
               be determined by the Committee,  subject to adjustment under
               Section  9.5;  provided that in no event  shall  the  option
               price be less than  the  Fair  Market  Value  (as defined in
               Section  9.11)  of  a share of Common Stock on the  date  of
               grant.

                    Section 6.2   Number.   The  number of shares of Common
               Stock  subject  to  the option shall be  determined  by  the
               Committee, subject to adjustment as provided in Section 9.5.

                    Section 6.3   Duration and Time for Exercise.  The term
               of each option shall  be  determined by the Committee.  Each
               option shall become exercisable at such time or times during
               its term as shall be determined  by  the  Committee  and  as
               provided  in  Section  9.10;  provided, however, that unless
               otherwise provided in the stock  option agreement and unless
               the  options are incentive stock options,  with  respect  to
               which  other  restrictions  apply,  all  stock options shall
               expire  (a)  12  months  from  the  date  of termination  of
               employment  as  the result of death or disability,  (b)  six
               months and one day  after  termination  of  employment  as a
               result  of  retirement  and  (c)  immediately  if employment
               terminates  for any other reason, including resignation  and
               termination by  the  Company.   The  Committee  may  in  its
               discretion  extend the term of options which would otherwise
               expire as a result  of  resignation  or  termination  by the
               Company.   The  Committee  may  also  impose  such terms and
               conditions  to  the  exercise  of  each  option as it  deems
               advisable  and  may  accelerate  the exercisability  of  any
               outstanding option at any time in its sole discretion.

                    Section  6.4   Repurchase.   Upon   approval   of   the
               Committee,  the  Company may repurchase a previously granted
               stock option from  a  participant by mutual agreement before
               such option has been exercised by payment to the participant
               of the amount per share by which:  (a) the Fair Market Value
               of the Common Stock subject  to  the  option  on the date of
               purchase exceeds (b) the option price.

                    Section 6.5   Manner of Exercise.  A stock  option  may
               be  exercised, in whole or in part, by giving written notice
               to the  Company,  specifying  the number of shares of Common
               Stock  to  be  purchased.   The  exercise  notice  shall  be
               accompanied by the full purchase price for such shares.  The
               option price shall be payable in United  States  dollars and
               may be paid (a) by cash, uncertified or certified  check  or
               bank  draft,  (b)  if  the Committee permits, by delivery of
               shares of Common Stock held by the optionee for at least six
               months in payment of all  or  any  part of the option price,
               which shares shall be valued for this  purpose  at  the Fair
               Market  Value  on the date such option is exercised, (c)  by
               delivering a properly executed exercise notice together with
               irrevocable instructions to a broker approved by the Company
               (with a copy to  the  Company)  to  promptly  deliver to the
               Company  the  amount  of  sale or loan proceeds to  pay  the
               exercise  price  or  (d) in such  other  manner  as  may  be
               authorized from time to  time  by  the Committee.  Shares of
               Common Stock delivered in payment of the exercise price that
               were acquired upon the exercise of a stock option are deemed
               to  have  been  held  from the date of grant  of  the  stock
               option.  In the case of  delivery of an uncertified check or
               bank draft upon exercise of  a stock option, no shares shall
               be issued until the check or draft  has  been  paid in full.
               Prior  to  the issuance of shares of Common Stock  upon  the
               exercise of  a  stock  option,  a  participant shall have no
               rights as a stockholder.

                    Section 6.6   Incentive Stock Options.  Notwithstanding
               anything  in  the  Plan  to  the  contrary,   the  following
               additional  provisions  shall  apply to the grant  of  stock
               options  that  are intended to qualify  as  incentive  stock
               options (as such  term  is  defined  in  Section  422 of the
               Internal Revenue Code of 1986, as amended (the "Code"):

                         (a)   Any incentive stock option authorized  under
                    the Plan shall  contain  such  other  provisions as the
                    Committee shall deem advisable, but shall in all events
                    be consistent with and contain or be deemed  to contain
                    all provisions required in order to qualify the options
                    as incentive stock options;

                         (b)   All incentive stock options must be  granted
                    within ten years  from  the date on which this Plan was
                    adopted by the Board of Directors;

                         (c)  Unless sooner exercised,  all incentive stock
                    options shall expire no later than ten  years after the
                    date of grant;

                         (d) No incentive stock option shall  be granted to
                    any  participant  who,  at  the  time  such  option  is
                    granted,  would own (within the meaning of Section  422
                    of the Code)  stock  possessing  more  than  10% of the
                    total combined voting power of all classes of  stock of
                    the employer corporation or of its parent or subsidiary
                    corporation; and

                         (e)  The  aggregate  Fair Market Value (determined
                    with respect to each incentive  stock  option as of the
                    time  such  incentive stock option is granted)  of  the
                    Common Stock  with  respect  to  which  incentive stock
                    options  are  exercisable  for  the  first  time  by  a
                    participant during any calendar year (under the Plan or
                    any  other  plan  of  the  Company)  shall  not  exceed
                    $100,000.   To  the  extent  that  such  limitation  is
                    exceeded,  such  options  shall  not  be  treated,  for
                    federal   income   tax  purposes,  as  incentive  stock
                    options.

                    Section 6.7   Non-Transferability  of Options. No stock
               option  granted  hereunder  may  be  transferred,   pledged,
               assigned  or  otherwise  encumbered  by  the  holder thereof
               except:

                    (a)  by will;

                    (b) by the laws of descent and distribution; or

                    (c)  in  the  case  of non-qualified stock options
               only,  pursuant  to  a  domestic  relations  order,  as
               defined in the Code, to family  members,  to  a  family
               partnership, to a family limited liability company,  to
               a  trust  for  the  benefit  of  family  members  or to
               charitable  institutions, if permitted by the Committee
               and so provided in the option agreement or an amendment
               thereto.

               Any    attempted    assignment,    transfer,    pledge,
               hypothecation or other disposition of a stock option or
               levy of  attachment  or  similar  process  upon a stock
               option not specifically permitted herein, shall be null
               and void and without effect.

               Section 7.   Restricted Stock

                    Section 7.1  Grant of Restricted Stock.   The Committee
               may  award shares of restricted stock to such key  employees
               as the  Committee  determines to be eligible pursuant to the
               terms of Section 3.   An  award  of  restricted stock may be
               subject to the attainment of specified  performance goals or
               targets, restrictions on transfer, forfeitability provisions
               and on such other terms and conditions as  the Committee may
               determine, subject to the provisions of the Plan.

                    Section 7.2  Award and Delivery of Restricted Stock. At
               the time an award of restricted stock is made, the Committee
               shall  establish a period of time (the "Restricted  Period")
               applicable to such an award.  Each award of restricted stock
               may have  a different Restricted Period.  The Committee may,
               in its sole  discretion,  prescribe conditions for the lapse
               of restrictions upon death,  disability, retirement or other
               termination of employment or for the lapse or termination of
               restrictions upon the satisfaction  of  other  conditions in
               addition  to or other than the expiration of the  Restricted
               Period with  respect  to all or any portion of the shares of
               restricted stock.  The  Committee  shall  have  the power to
               accelerate  the  expiration  of  the Restricted Period  with
               respect  to  all  or any part of the  shares  awarded  to  a
               participant and the  expiration  of  the  Restricted  Period
               shall automatically occur under the conditions described  in
               Section 9.10 hereof.

                    Section   7.3  Escrow.    In   order   to  enforce  the
               restrictions  imposed  by  the  Committee pursuant  to  this
               Section 7, the participant receiving  restricted stock shall
               enter into an agreement with the Company  setting  forth the
               conditions  of the grant.  Certificates representing  shares
               of restricted  stock  shall be registered in the name of the
               participant and deposited  with the Company, together with a
               stock power endorsed in blank by the participant.  Each such
               certificate  shall  bear  a  legend   in  substantially  the
               following form:

                    The  transferability of this certificate  and  the
                    shares  of  Common  Stock  represented  by  it are
                    subject  to  the  terms  and conditions (including
                    conditions of forfeiture)  contained  in the Campo
                    Electronics,   Appliances   and  Computers,   Inc.
                    Amended  and  Restated 1992 Stock  Incentive  Plan
                    (the  "Plan"),  and   an  agreement  entered  into
                    between   the   registered    owner    and   Campo
                    Electronics,   Appliances   and   Computers,  Inc.
                    Copies of the Plan and the agreement  are  on file
                    at the principal office of the Company.

                    Section  7.4  Dividends on Restricted Stock.   Any  and
               all cash and stock dividends paid with respect to the shares
               of restricted stock  shall be subject to any restrictions on
               transfer,   forfeitability    provisions   or   reinvestment
               requirements  as  the  Committee  may,  in  its  discretion,
               determine.

                    Section 7.5  Forfeiture.  Upon  the  forfeiture  of any
               restricted   stock   (including  any  additional  shares  of
               restricted stock that  may  result  from the reinvestment of
               cash and stock dividends in accordance  with  such  rules as
               the  Committee may establish pursuant to Section 7.4),  such
               forfeited  shares  shall  be  surrendered.  The participants
               shall have the same rights and privileges, and be subject to
               the  same  forfeiture  provisions   with   respect   to  any
               additional shares received pursuant to Section 9.5 due  to a
               recapitalization, merger or other change in capitalization.

                    Section 7.6  Expiration of Restricted Period.  Upon the
               expiration  or  termination of the Restricted Period and the
               satisfaction  of any  other  conditions  prescribed  by  the
               Committee or at such earlier time as provided for in Section
               7.2 and in the  restricted stock agreement, the restrictions
               applicable to the  restricted  stock shall lapse and a stock
               certificate  for the number of shares  of  restricted  stock
               with respect to  which the restrictions have lapsed shall be
               delivered, free of  all  such  restrictions, except any that
               may   be  imposed  by  law,  to  the  participant   or   the
               participant's estate, as the case may be.

                    Section  7.7  Rights  as a Stockholder.  Subject to the
               terms  and  conditions  of  the  Plan  and  subject  to  any
               restrictions on the receipt of dividends that may be imposed
               by  the  Committee,  each participant  receiving  restricted
               stock  shall  have all the  rights  of  a  stockholder  with
               respect to shares  of  stock during any period in which such
               shares  are  subject  to  forfeiture   and  restrictions  on
               transfer, including without limitation,  the  right  to vote
               such  shares.  Unless otherwise restricted by the Committee,
               dividends  paid in cash or property, other than Common Stock
               with respect to shares of restricted stock, shall be paid to
               the participant currently.

               Section 8.    Stock  Awards.   A stock award consists of the
          transfer  by the Company to a participant  of  shares  of  Common
          Stock, without  other  payment  therefor,  in  lieu  of salary or
          bonus, including a bonus to be paid in connection with  a  person
          accepting  employment with the Company.  The number of shares  to
          be transferred  by  the  Company  to  a participant pursuant to a
          stock award shall be determined by the  Committee.  To the extent
          a  stock  award  is  intended  to  qualify  as performance  based
          compensation  under  Section 162(m) it must meet  the  additional
          requirements imposed thereby.

               Section 9.   General.

                    Section  9.1   Duration.   The  Plan  shall  remain  in
               effect until all  stock  options granted under the Plan have
               either been satisfied by the  issuance  of  shares of Common
               Stock or been terminated under the terms of the Plan and all
               restrictions  imposed  on  shares  of  restricted  stock  in
               connection with their issuance under the Plan have lapsed.

                    Section 9.2   Effect of Termination  of  Employment  or
               Death.   If  a  participant  ceases to be an employee of the
               Company for any reason, including  death,  any stock options
               may be exercised or shall expire as provided  in Section 6.3
               hereof and shares of restricted stock shall be  forfeited or
               restrictions  thereon  shall lapse at such times as  may  be
               determined by the Committee.

                    Section  9.3   Legal   and   Other  Requirements.   The
               obligation of the Company to sell and  deliver  Common Stock
               under  the  Plan  shall  be subject to all applicable  laws,
               regulations, rules and approvals,  including, but not by way
               of limitation, the effectiveness of a registration statement
               under  the  Securities Act of 1933 if  deemed  necessary  or
               appropriate by the Company.

                    Section 9.4   Effective  Date.   The  Plan shall become
               effective upon the later of (a) the date of  approval of the
               Plan by Campo's shareholders or (b) the closing  of the sale
               of Common Stock to the underwriters of a public offering  of
               the  Common  Stock  registered  under  the Securities Act of
               1933.

                    Section   9.5   Adjustment.   In  the  event   of   any
               reorganization,   recapitalization,  stock  dividend,  stock
               split, reverse stock  split,  combination of shares or other
               change in the Common Stock, the  number  of shares of Common
               Stock then subject to the Plan, including outstanding shares
               of  restricted  stock  and  options  shall  be  adjusted  in
               proportion  to  the  change in outstanding shares of  Common
               Stock.  In the event of  any  such adjustments, the exercise
               price  of  any  option, the performance  objectives  of  any
               Incentive, and the number of shares of Common Stock issuable
               pursuant to any stock option shall be adjusted as and to the
               extent appropriate,  in  the  reasonable  discretion  of the
               Committee,  to  provide  participants with the same relative
               rights before and after such adjustment.

                    Section 9.6   Incentive  Agreements.  The terms of each
               Incentive shall be stated in an  agreement  approved  by the
               Committee.   The  Committee may also determine to enter into
               agreements with holders  of options to reclassify or convert
               certain outstanding options,  within  the terms of the Plan,
               as incentive stock options or as non-qualified stock options
               with respect to all or part of such options  and  any  other
               previously issued options.  Notwithstanding anything to  the
               contrary  contained  in  the  Plan,  the Company is under no
               obligation  to  grant  an  Incentive  to  a  participant  or
               continue  an  Incentive  in  force  unless  the  participant
               executes  all  appropriate  agreements with respect to  such
               Incentives in such form as the  Committee may determine from
               time to time.

                    Section 9.7   Withholding. The  Company  shall have the
               right to withhold from any payments made under  the  Plan or
               to collect as a condition of payment, any taxes required  by
               law  to  be  withheld.   At  any  time that a participant is
               required  to  pay to the Company an amount  required  to  be
               withheld under  the applicable income tax laws in connection
               with the issuance of shares of Common Stock upon exercise of
               an option or upon  the  lapse  of  restrictions on shares of
               restricted  stock,  the  participant  may,  subject  to  the
               Committee's right of disapproval, satisfy this obligation in
               whole or in part by electing (the "Election")  to  have  the
               Company  withhold  from  the  distribution  shares of Common
               Stock  having  a  value equal to the amount required  to  be
               withheld.  The value  of  the shares to be withheld shall be
               based on the Fair Market Value  of  the  Common Stock on the
               date  that  the  amount  of  tax  to  be withheld  shall  be
               determined (the "Tax Date").

                    Each Election must be made prior to  the Tax Date.
               The  Committee  may disapprove of any Election  or  may
               suspend or terminate the right to make Elections.  If a
               participant makes  an  election  under Section 83(b) of
               the  Internal Revenue Code with respect  to  shares  of
               restricted  stock,  an  Election is not permitted to be
               made.

                    Section 9.8   No Continued  Employment.  No participant
               in the Plan shall have any right,  because  of  his  or  her
               participation,  to continue in the employ of the Company for
               any period of time  or  to  any right to continue his or her
               present or any other rate of compensation.

                    Section 9.9   Amendment  of  the  Plan.   The Board may
               amend  or  discontinue  the  Plan  at  any  time;  provided,
               however,  that  no  such  amendment  or discontinuance shall
               change or impair, without the consent  of  the recipient, an
               Incentive previously granted and; further provided  that  if
               any such amendment requires shareholder approval to meet the
               requirements  of  Rule  16b-3  under the Exchange Act or any
               successor  rule  such  amendment shall  be  subject  to  the
               approval of the shareholders of Campo.

                    Section 9.10   Immediate  Acceleration  of  Incentives.
               Notwithstanding  any  provision  in  this  Plan  or  in  any
               Incentive  Agreement  to the contrary, the Committee, in its
               sole discretion shall have  the  power  to cause at any time
               (a)  the  restrictions  on  all  shares of restricted  stock
               awarded to lapse immediately and (b) all outstanding options
               to become exercisable immediately.

                    Section 9.11   Definition of  Fair Market Value.  "Fair
               Market  Value"  of the Common Stock on  any  date  shall  be
               deemed to be the  final  closing  sale  price  per  share of
               Common  Stock  on the trading day immediately prior to  such
               date.  If the Common  Stock  is  listed  upon an established
               stock  exchange  or  exchanges  or  any automated  quotation
               system that provides sale quotations, such Fair Market Value
               shall be deemed to be the closing price  of the Common Stock
               on such exchange or quotation system, or if  no  sale of the
               Common Stock shall have been made on that day, on  the  next
               preceding  day  on which there was a sale of such stock.  If
               the Common Stock  is not listed on any exchange or quotation
               system, but bid and  asked  prices are quoted and published,
               such Fair Market Value shall  be the mean between the quoted
               bid and asked price on the day the option is granted, and if
               bid and asked quotations are not  available  on such day, on
               the   latest  preceding  day  on  which  such  prices   were
               available.   If  the Common Stock is not actively traded, or
               quoted, such Fair  Market  Value shall be established by the
               Committee based upon a good faith effort to value the Common
               Stock.

                    Section  9.12   Compliance   with   Section  16.   With
               respect  to  persons subject to Section 16 of  the  Exchange
               Act, transactions under the Plan are intended to comply with
               all applicable  conditions  of  Rule 16b-3 or its successors
               under the Exchange Act.  To the extent  any provision of the
               Plan or action by the Committee is deemed not to comply with
               any applicable condition of Rule 16b-3, it  shall  be deemed
               null  and  void  to  the  extent permitted by law and deemed
               advisable by the Committee.

                    Section 9.13   Tax Benefits  Rights.  The Committee may
               grant a tax benefit right ("TBR") to  a  participant  in the
               Plan  on such terms as the Committee in its discretion shall
               determine.   A  TBR  may  be granted only with respect to an
               Incentive  granted  under  the   Plan  and  may  be  granted
               concurrently with or after the grant  of  the  Incentive.  A
               TBR shall entitle a participant to receive from  the Company
               an amount in cash not to exceed the product of the  ordinary
               income,  if  any,  which the participant may realize as  the
               result of the exercise  of an option or the grant or vesting
               of restricted stock (including  any  income  realized  as  a
               result of the related TBR) multiplied by the then applicable
               highest  stated  federal  and  state  income  tax  rate  for
               individuals.   The  Committee  shall determine all terms and
               provisions of the TBR granted hereunder.

                    Section 9.14  Change of Control.   (a)  Notwithstanding
               anything  to  the  contrary  in  the  Plan  or  any  related
               Incentive Agreement, if

                         (1) Campo shall not be the surviving entity in any
                    merger,   consolidation  or  other  reorganization  (or
                    survives only as a subsidiary of an entity other than a
                    previously wholly-owned subsidiary of Campo),

                         (2)  Campo  sells,  leases  or  exchanges  all  or
                    substantially  all of its assets to any other person or
                    entity (other than a wholly-owned subsidiary of Campo),

                         (3) Campo is to be dissolved or liquidated,

                         (4) any person  or  entity, including a "group" as
                    contemplated by Section 13(d)(3)  of  the Exchange Act,
                    other than an employee benefit plan of the Company or a
                    related trust, acquires or gains ownership  or  control
                    (including, without limitation, power to vote) of  more
                    than 30% of the outstanding shares of the Common Stock,
                    or

                         (5)  as  a  result  of  or  in  connection  with a
                    contested  election  of directors, the persons who were
                    directors of Campo before  such election shall cease to
                    constitute  a majority of the  Board  of  Directors  of
                    Campo (each such  event  is  referred  to  herein  as a
                    "Corporate Change"),

               then upon the approval by the Board of Directors of Campo of
               any  Corporate  Change  of the type described in clause (1),
               (2) or (3), or upon a Corporate  Change  described in clause
               (4)  or  (5),  all  outstanding options shall  automatically
               become fully exercisable, all restrictions or limitations on
               any Incentives shall  lapse and all performance criteria and
               other conditions relating to the payment of Incentives shall
               be deemed to be achieved  or  waived by the Company, without
               the necessity of any action by any person.

                    (b) In addition, no later than

                         (i) 30 days after the  approval  by  the  Board of
                    Directors of Campo of any Corporate Change of the  type
                    described in clauses (1), (2) or (3) of Section 9.14(a)
                    or

                         (ii)  30 days after a Corporate Change of the type
                    described in clause (4) or (5) of Section 9.14(a),

               the Committee, acting  in  its  sole  discretion without the
               consent or approval of any participant  (and notwithstanding
               any  removal  or attempted removal of some  or  all  of  the
               members thereof  as directors or committee members), may act
               to effect one or more  of  the following alternatives, which
               may vary among individual participants  and  which  may vary
               among Incentives held by any individual participant:

                         (1)   require  that  all  outstanding  options  be
                    exercised on  or  before  a  specified  date (before or
                    after  such  Corporate Change) fixed by the  Committee,
                    after which specified  date all unexercised options and
                    all rights of participants thereunder shall terminate,

                         (2) provide for mandatory  conversion  of  some or
                    all  of  the  outstanding  options  held by some or all
                    participants  as  of  a  date,  before  or  after  such
                    Corporate Change, specified by the Committee,  in which
                    event   such  options  shall  be  deemed  automatically
                    cancelled  and  the  Company  shall pay, or cause to be
                    paid, to each such participant  an  amount  of cash per
                    share  equal  to  the excess, if any, of the Change  of
                    Control Value of the  shares subject to such option, as
                    defined  and  calculated   below,   over  the  exercise
                    price(s)  of  such options, or, in lieu  of  such  cash
                    payment, the issuance  of  Common  Stock  having a Fair
                    Market Value equal to such excess,

                         (3) make such equitable adjustments to  Incentives
                    then outstanding as the Committee deems appropriate  to
                    reflect  such Corporate Change (provided, however, that
                    the Committee may determine in its sole discretion that
                    no  adjustment   is   necessary   to   Incentives  then
                    outstanding), or

                         (4) provide that thereafter upon any  exercise  of
                    an  option theretofore granted the participant shall be
                    entitled  to purchase under such option, in lieu of the
                    number of shares  of  Common Stock then covered by such
                    option, the number and  class  of  shares  of  stock or
                    other   securities   or  property  (including,  without
                    limitation, cash) to which  the  participant would have
                    been entitled pursuant to the terms  of  the  agreement
                    providing  for  the merger, consolidation, asset  sale,
                    dissolution  or other  Corporate  Change  of  the  type
                    described  in  clause   (1),  (2)  or  (3)  above,  if,
                    immediately  prior  to  such   Corporate   Change,  the
                    participant had been the holder of record of the number
                    of shares of Common Stock then covered by such options.

                    (c)  For the purposes of clause (2) of Section  9.14(b)
               the  "Change  of  Control  Value"  shall  equal  the  amount
               determined   by   whichever   of   the  following  items  is
               applicable:

                         (1) the per share price offered to shareholders of
                    the Company in any such merger,  consolidation or other
                    reorganization,  determined  as  of  the  date  of  the
                    definitive agreement providing for such transaction,

                         (2) the price per share offered to shareholders of
                    the  Company  in  any  tender  offer or exchange  offer
                    whereby a Corporate Change takes place, or

                         (3) in all other events, the Fair Market Value per
                    share  of Common Stock into which  such  options  being
                    converted   are   exercisable,  as  determined  by  the
                    Committee as of the date determined by the Committee to
                    be the date of conversion of such options.

                    (d)  In the event that  the  consideration  offered  to
               shareholders  of  the  Company  in any transaction described
               herein consists of anything other  than  cash, the Committee
               shall determine the fair cash equivalent of  the  portion of
               the consideration offered that is other than cash.

                                                  Adopted  by the Board  of
                                                  Directors  on  August  8,
                                                  1997

                                                  Amendments       effected
                                                  hereby - not approved  by
                                                  the shareholders.