UPRIGHT, INC. LONG Term PERFORMANCE and deferred compensation PLAN




Section 1: Purposes

The purposes of the Plan are to promote the success of the  Company;  to provide
the Participant with an opportunity to receive incentive  compensation dependent
upon that success; and to retain and motivate the Participant.

Section 2: Definitions


"Account"  means the  Initial  Deferral  Account  and the  Performance  Deferral
Account.


"Affiliate" means a corporation or other entity that controls, is controlled by,
or is under common control with, the Company.


"Award" means a payment made pursuant to the Plan.


"Award Schedule" means the Award Schedule established pursuant to Section 4.1.


"Beneficiary" mean the person(s) designated by the Participant,  in writing on a
form provided by the Company, to receive payments under the Plan in the event of
his death  while a  Participant  or, in the  absence  of such  designation,  the
Participant's estate.

"Board of Directors" means the Board of Directors of the Company.

     "Cause" means cause as defined in the Participant's employment agreement.



"Change of Control" means the occurrence of any of the following:

(i)  The Company is merged or  consolidated  with another company or entity and,
     as a result of such merger or consolidation,  less than fifty percent (50%)
     of the outstanding  voting securities of the surviving or resulting company
     shall  then be  owned  by the  former  stockholders  of the  Company  or an
     Affiliate.

(ii) The Company transfers substantially all of its assets to another company or
     entity less than fifty percent (50%) of the outstanding  voting  securities
     of which shall then be owned by the Company or an Affiliate.

(iii)Any  person  or group is or  becomes  the  beneficial  owner,  directly  or
     indirectly,  of  securities  of the  Company  representing  more than fifty
     percent (50%) or more of the combined  voting power of the  Company's  then
     outstanding securities.

     "Company" means Upright, Inc. and its successors.

     "Deemed  Investments"  means the Deemed  Investments  provided  pursuant to
     Section 4.5.

     "Disability"  means total  disability  within the meaning of the  Company's
     long-term  disability  plan as in effect from time to time or , if there is
     no such plan at the  applicable  time,  physical  or mental  incapacity  as
     determined solely by the Company.

     "Financial   Hardship"  An   unforeseeable   financial   emergency  of  the
     Participant, determined by the Company on the basis of information supplied
     by the  Participant,  arising from an illness,  disability,  casualty loss,
     sudden financial reversal or other such unforeseeable  occurrence,  but not
     including  foreseeable  events such as the purchase of a house or education
     expenses for children.

     "Fiscal Year" means the Company's fiscal year.


     "Initial  Deferral"  means the amount to be credited  to the  Participant's
     Initial Deferral Account as of the start of the Performance  Period, as set
     forth in the Award Schedule.

     "Initial Deferral Account" means the account and subaccounts  maintained on
     the  books  of  the  Company  with  respect  to the  Participant's  Initial
     Deferral.

     "Participant" means the President of the Company.

     "Performance  Deferral  Account"  means  the  account  and any  subaccounts
     maintained  on the books of the Company with respect to that portion of the
     Participant's Target Award credited thereto, pursuant to Section 4.3.

     "Performance  Goal"  means the level of  performance,  whether  absolute or
     relative to a peer group or index, established as the performance goal with
     respect to a Performance Measure.

     "Performance Measure" means one or more measures, including but not limited
     to those set forth below,  established to measure  Company  performance for
     the  Performance  Period:  basic or diluted  earnings  per share;  revenue;
     operating  income;  profit or net income  (either  before or after  taxes);
     profit or net income before interest and taxes; profit or net income before
     interest, taxes,  depreciation and amortization;  return on capital; return
     on assets; return on equity; return on funds employed; net cash provided by
     operations;  stock price and total shareholder  return. Each such financial
     measure  shall  be  determined  in  accordance   with  generally   accepted
     accounting  principles  as  consistently  applied by the Company and may be
     adjusted to omit the effects of  extraordinary  items,  gain or loss on the
     disposal of a business  segment,  unusual or infrequently  occurring events
     and   transactions   and  cumulative   effects  of  changes  in  accounting
     principles.

     "Performance  Period" means the period of time over which the attainment of
     one or more Performance Goals will be measured.

     "Performance   Target   Award"   means  the  amount   established   as  the
     Participant's  Performance Target Award for the Performance  Period, as set
     forth in the Award Schedule.

     "Plan" means this Long Term Performance and Deferred Compensation Plan.

     "President" means the President of the Company.

     "Retirement"  means  retirement  from the employ of the Company (other than
     for  Cause)  at or after  the age 65 or, if prior to age 65 but at or after
     age 55, with the advance consent of the Company.

     "Valuation Date" means the dates, as set forth in the Award Schedule, as of
     which the value of the Participant's Account is determined, and in the case
     of  the  Participant's   termination  of  employment,   the  date  of  such
     termination.

     "Vesting  Period"  means the three Fiscal Year period  commencing  (i) with
     respect to the Participant's  Initial Deferral Account, on the first day of
     the  Performance  Period and (ii) with  respect to each  subaccount  in the
     Participant's  Performance  Deferral Account,  on the date that amounts are
     credited thereto pursuant to Section 4.3.


Section 3: Participation


3.1  In General. The President shall be the Participant.



Section 4: Awards and Accounts

4.1  Award   Schedules.   An  Award  Schedule  shall  be  established   for  the
     Participant.  The Award  Schedule,  the  terms of which  shall be agreed to
     between the Company and the  Participant,  shall set forth the  Performance
     Period, Initial Deferral, Performance Target Award, Performance Measure(s),
     Performance  Goal(s),  Performance  Formula,  Vesting Period and such other
     provisions as the Company and the Participant may agree.

4.2  Determination of Amounts to be Credited to Performance Deferral Account. As
     soon as practicable  after the close of each Fiscal Year in the Performance
     Period,  the amount, if any, of the Performance Target Award to be credited
     to the  Participant's  Performance  Deferral Account shall be determined in
     accordance with the Performance Formula.  All determinations  regarding the
     achievement  of  Performance  Goals will be made by  agreement  between the
     Company and the Participant. Notwithstanding the foregoing, no amount shall
     be credited to the Participant's  Performance Deferral Account with respect
     to a Fiscal  Year if the  Participant  is not an employee of the Company on
     the last day of such Fiscal Year.

4.3  Accounts.  An Initial Deferral  Account and a Performance  Deferral Account
     shall be maintained for the Participant. The Participant's Initial Deferral
     Account shall be credited with the Initial  Deferral as of the first day of
     the Performance  Period.  The  Participant's  Performance  Deferral Account
     shall be credited with amount  determined in accordance with Section 4.2 as
     of the first day of the Fiscal Year  following the Fiscal Year with respect
     to which such amount  relates;  a separate sub account  shall me maintained
     with  respect  to each  such  amount.

4.4  Adjustments to Accounts.  The  Participant's  Account shall be debited with
     the amount of any distributions under the Plan. On each Valuation Date (the
     "applicable  Valuation Date"), the Participant's  Account shall be credited
     or debited,  as the case maybe with an income  (loss)  factor  equal to the
     amount  determined by multiplying the balance credited to the Participant's
     Account  as of the  immediately  preceding  Valuation  Date  (as  adjusted,
     pursuant to the  preceding  sentence of this  Section,  for any  subsequent
     distributions)  by the rate of return on Deemed  Investments for the period
     ending on the applicable Valuation Date.

4.5  Deemed  Investments.  The  Company  may  designate  one  or  more  separate
     investment funds or vehicles,  including, without limitation,  certificates
     of  deposit,   mutual  funds,  money  market  accounts  or  funds,  limited
     partnerships, or debt or equity securities,  including equity securities of
     the Company or its Affiliates  (measured by market value, book value or any
     formula  selected  by the  Company)  in which the  amount  credited  to the
     Participant's Account will be deemed to be invested.  The Participant shall
     file an  investment  preference  election  with the Company with respect to
     amounts  credited to his Account.  Such election will advise the Company as
     to the Participant's preference with respect to investment vehicles for all
     or some  portion of the amounts  credited to the  Participant's  Account in
     specified  multiples of 10%. The  Participant's  initial  election shall be
     effective as of the first day of the Performance  Period. Such election may
     be changed  prospectively  by the  Participant  by giving the Company prior
     written  notice on a form provided by the Company.  The Company is under no
     obligation to actually  invest such amounts in accordance with the election
     made by the  Participant.  Earnings  on any  amounts  deemed  to have  been
     invested in any Deemed  Investment  shall be deemed to have been reinvested
     in such investment.


Section 5:  Termination of Employment


5.1  In General.  Upon termination of employment with the Company,  the value of
     the Participant's  Account,  to the extent vested,  shall be distributed to
     him (or his Beneficiary,  as the case may be) in a cash lump sum as soon as
     practicable  thereafter,  and the value of such  Account  of the extent not
     vested shall be forfeited.  For purposes of determining the extent to which
     the value of the Participant's Account is vested, the Participant shall not
     be deemed to have  terminated  employment  with the Company if he transfers
     employment to, and so long as he remains an employee of, an Affiliate.



5.2  In-Service Distributions. A Participant any elect to receive all or part of
     the value of his Account,  to the extent  vested,  prior to  termination of
     employment.  Any such election must be in writing on a form provided by the
     Company  and  delivered  to the Company at least one year in advance of the
     effective date thereof. During such one-year period, such election shall be
     irrevocable, provided that if the Participant's employment with the Company
     terminates  prior to the effective shall be deemed  automatically  revoked.
     In-service  distributions  shall  be  paid  in a cash  lump  sum as soon as
     practicable after the effective date of the applicable election.

5.3  Hardship  Distributions.  Upon application by the Participant and a finding
     by the Company that a Participant  has suffered a Financial  Hardship,  the
     Company,  may, in its sole  discretion,  distribute to the  Participant  an
     amount  which does not exceed the  amount  required  to meet the  immediate
     financial  needs  created  by the  Financial  Hardship  and not  reasonably
     available from other sources of the Participant; provided, however, that no
     distributions  pursuant to this  Section may be made in excess of the value
     of the  Participant's  Account,  to the extent vested,  at the time of such
     distribution.

5.4  Accelerated Vesting. The value of the Participant's  Account shall be fully
     vested : (i) if a Participant's  employment with the Company terminates due
     to death,  Disability or Retirement;  (ii) if the Participant is terminated
     by the Company other than for Cause;  (iii) upon a Change of Control;  (iv)
     or if the Plan is terminated.


Section 6: Administration


6.1  In General. The Company will have full and complete authority,  in its sole
     and absolute  discretion,  (i) to exercise all of the powers  granted to it
     under the Plan, (ii) to construe,  interpret and implement the Plan and any
     related document,  (iii) to prescribe,  amend and rescind rules relating to
     the  Plan,  (iv) to make  all  determinations  necessary  or  advisable  in
     administering the Plan, and (v) to correct any defect,  supply any omission
     and reconcile any inconsistency in the Plan.


6.2  Determinations.  The actions and determinations of the Company or others to
     whom authority is delegated  under the Plan on all matters  relating to the
     Plan and any Awards will be final and conclusive.  Such determinations need
     not be uniform.

6.3  Appointment of Experts. The Company may appoint such accountants,  counsel,
     and other experts as it deems necessary or desirable in connection with the
     administration of the Plan.

6.4  Delegation.  Any action that may be taken by the Company  hereunder  may be
     taken on behalf of the Company and the  Chairman of the Board of  Directors
     (the  "Chairman").  The Company and the Chairman may delegate to others the
     authority to execute and deliver such instruments and documents,  to do all
     such acts and things,  and to take all such other steps  deemed  necessary,
     advisable or  convenient  for the effective  administration  of the Plan in
     accordance with its terms and purposes.

6.5  Books and Records.  The Company, the Chairman and others to whom duties are
     delegated  shall keep a record of all their  proceedings  and  actions  and
     shall  maintain all such books of account,  records and other data as shall
     be necessary for the proper administration of the Plan.


6.6  Payment of  Expenses.  The  Company  shall pay all  reasonable  expenses of
     administering  the Plan,  including,  but not  limited  to, the  payment of
     professional and expert fees.


6.7  Claims.  Any  person  claiming  an amount  under the  Plan,  requesting  an
     interpretation  or ruling under the Plan, or requesting  information  under
     the Plan shall  present the request in writing to the Company,  which shall
     respond  in  writing  within  ninety  (90) days  following  receipt  of the
     request.  If the claim or request is denied,  the written  notice of denial
     shall state (1) the reasons for denial (2) a description  of any additional
     material or information required and an explanation of why it is necessary;
     and (3) an  explanation  of the Plan's claim review  procedure.  Any person
     whose  claim or request is denied may make a second  request  for review by
     notice  given in writing  to the  Company.  The claim or  request  shall be
     reviewed  further by the Company and it may,  but shall not be required to,
     grant the  claimant a hearing.  A decision  on such  second  request  shall
     normally  be made  within  sixty  (60) days  after  the date of the  second
     request. If an extension of time is required for a hearing or other special
     circumstances,  the claimant  shall be notified and the time limit shall be
     one  hundred  twenty  (120) days from the date of the second  request.  The
     decision  shall be in  writing  and,  shall be final  and bind all  parties
     concerned.


Section 7: Miscellaneous


7.1  Nonassignability.  No Award or Account will be assignable  or  transferable
     (including pursuant to a pledge or security interest) other than by will or
     by laws of descent and distribution.

7.2  Withholding  Taxes.  Whenever  payments  under  the  Plan are to be made or
     deferred,  the Company will withhold  therefrom,  or from any other amounts
     payable  to or in  respect  of the  Participant,  an amount  sufficient  to
     satisfy any applicable  governmental  withholding tax requirements  related
     thereto.

7.3  Amendment or Termination of the Plan. The Plan may be amended or terminated
     by the Board of Directors in any respect,  except that no amendment  may be
     made  that  would  impair  the  rights  of  the  Participant   without  the
     Participant's consent.

7.4  Other Payments or Awards.  Nothing  contained in the Plan will be deemed in
     any way to limit or restrict  the Company  from making any award or payment
     to any person under any other plan,  arrangement or understanding,  whether
     now existing or hereafter in effect.

7.5  Payments to Other Persons.  If payments are legally  required to be made to
     any person  other  than the person to whom any amount is payable  under the
     Plan,  such payments will be made  accordingly.  Any such payment will be a
     complete discharge of the liability of the Company under the Plan.

7.6  Unfunded  Plan.  Nothing in this Plan will  require the Company to purchase
     assets or place  assets in a trust or other  entity to which  contributions
     are made or otherwise to segregate any assets for the purpose of satisfying
     any obligations  under the Plan. The Participant  will have no rights under
     the Plan other than as an unsecured general creditor of the Company.

7.7  Limits of Liability. Neither the Company nor any other person participating
     in  any   determination   of  any  question  under  the  Plan,  or  in  the
     interpretation,  administration  or application of the Plan,  will have any
     liability  to any party  for any  action  taken or not taken in good  faith
     under the Plan.

7.8  No Right of Employment.  Nothing in this Plan will be construed as creating
     any contract of employment or conferring  upon the Participant any right to
     continue in the employ or other  service of the Company or limit in any way
     the right of the  Company to change  such  person's  compensation  or other
     benefits or to terminate  the  employment  or other  service of such person
     with or without Cause.

7.9  Section Headings. The section headings contained herein are for convenience
     only, and in the event of any conflict,  the text of the Plan,  rather than
     the section headings, will control.

7.10 Invalidity.  If any term or  provision  contained  herein is to any  extent
     invalid or  unenforceable,  such term or provision will be reformed so that
     it is valid,  and such invalidity or  unenforceability  will not affect any
     other provision or part hereof.

7.11 Applicable  Law.  The Plan  will be  governed  by the laws of the  State of
     California,  as determined without regard to the conflict of law principles
     thereof.

7.12 Effective Date. The Plan shall be effective as of June 30, 2000.



<PAGE>
<TABLE>
<CAPTION>
                                AWARD SCHEDUlE




This is the Award  Schedule  referred to in and made a part of the Upright  Inc.
Long Term Performance and Deferred Compensation Plan.

<S>                                   <C>                                           <C>
Performance Period:                   The three-year period commencing
                                      June 30, 2000
----------------------------------    --------------------------------------     --------------------------------------
Initial Deferral:                     $250,000
----------------------------------    --------------------------------------     --------------------------------------

Initial Deferral Account Vesting                        Date                       Vested Percentage
Period:

----------------------------------    --------------------------------------     --------------------------------------
                                      Prior to the third anniversary of            0%
                                      the start of the Performance Period
                                      (June 30, 2000)
----------------------------------    --------------------------------------     --------------------------------------
                                      On or after the third anniversary of         100%
                                      the start of the Performance Period
                                      (June 30, 2000)

----------------------------------    --------------------------------------     --------------------------------------
Performance Target Award:             $250,000
----------------------------------    --------------------------------------     --------------------------------------

Performance Measures:                 Profit, Gross Margin, Revenue,
                                      Inventory Accuracy
---------------------------------     --------------------------------------     --------------------------------------

Performance Goals:                    o Profit (before interest and taxes)
                                        of US$5.9 million at  June 30, 2001

                                      o Gross margin of 20% at June 30, 2001

                                      o Revenue of US$210 million at June 30,2001

                                      o Inventory Record Accuracy at a minimum
                                        level of 60%

---------------------------------     --------------------------------------     --------------------------------------

Performance Deferral Sub account                         Date                     Vested Percentage
Vesting Periods:
---------------------------------     --------------------------------------     --------------------------------------

                                         Prior to the third anniversary of       0%
                                         the date as of which an amount is
                                         first credited to such sub account.

---------------------------------     --------------------------------------      --------------------------------------
                                         On or after the third anniversary of     100%
                                         the date as of which an amount is
                                         first credited to such sub account.
---------------------------------     --------------------------------------      --------------------------------------
</TABLE>


Agreed to this May 30, 2000



_________________________
Participant



Upright Inc.





By: Danica Murphy for R.F. Stowe