1997 STOCK OPTION PLAN





1.   Purpose.   HEDSTROM HOLDINGS, INC., a Delaware corporation (herein,
together with its successors, referred to as the "Company"), by means of
this 1997 Stock Option Plan (the "Plan"), desires to afford certain officers,
directors and other key employees of the Company and any parent corporation
or subsidiary corporation thereof now existing or hereafter formed or
acquired (such parent and subsidiary corporations sometimes referred to
herein as "Related Entities") who are responsible for the continued growth
of the Company an opportunity to acquire a proprietary interest in the
Company, and thus to create in such persons an increased interest in and
a greater concern for the welfare of the Company and any Related Entities.
As used in the Plan, the terms "parent corporation" and "subsidiary
corporation" shall mean, respectively, a corporation within the definition
of such terms contained in Sections 424(e) and 424(f), respectively, of the
Internal Revenue Code of 1986, as amended (the "Code").

	The stock options described in Sections 6 and 7 (the "Options"), and
        the shares of Common Stock (as defined in Section 3) acquired
        pursuant to the exercise of such Options are a matter of separate
        inducement and are not in lieu of any salary or other compensation
        for services.

2.    Administration.   The Plan shall be administered by the Option Committee,
or any successor thereto, of the Board of Directors of the Company (the
"Board of Directors"), or by any other committee appointed by the Board of
Directors to administer this Plan (the "Committee"); provided, however, that
the entire Board of Directors may act as the Committee if it chooses to do so.
The number of individuals that shall constitute the Committee shall be
determined from time to time by a majority of all the members of the Board
of Directors, and, unless that majority of the Board of Directors determines
otherwise, shall be no less than two individuals.  A majority of the Committee
shall constitute a quorum (or if the Committee consists of only two members,
then both members shall constitute a quorum), and subject to the provisions
of Section 5, the acts of a majority of the members present at any meeting
at which a quorum is present, or acts approved in writing by all members of
the Committee, shall be the acts of the Committee.  Whenever the Company
shall have a class of equity securities registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the Committee shall be comprised solely of not less than two members who
shall be (i) Non-Employee Directors and (ii) unless otherwise determined
by the Board of Directors, "outside directors" within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

	The members of the Committee shall serve at the pleasure of the
        Board of Directors, which shall have the power, at any time and from
        time to time, to remove members from or add members to the Committee.
        Removal from the Committee may be with or without cause.  Any
        individual serving as a member of the Committee shall have the right
        to resign from membership in the Committee by written notice to the
        Board of Directors.  The Board of Directors, and not the remaining
        members of the Committee, shall have the power and authority to fill
        vacancies on the Committee, however caused.  The Board of Directors
        shall promptly fill any vacancy that causes the number of members of
        the Committee to be less than two.

3.   Shares Available.   Subject to the adjustments provided in Section 10,
the maximum aggregate number of shares of common stock, $.01 par value per s
hare, of the Company ("Common Stock") which may be granted for all purposes
under the Plan shall be 2,750,000 shares.  If, for any reason, any shares
as to which Options have been granted cease to be subject to purchase
thereunder, including the expiration of such Option, the termination of
such Option prior to exercise, or the forfeiture of such Option, such shares
shall thereafter be available for grants to any individual or individuals
under the Plan as determined by the Committee.  Options granted under the
Plan may be fulfilled in accordance with the terms of the Plan with (i)
authorized and unissued shares of the Common Stock, (ii) issued shares of
such Common Stock held in the Company's treasury, or (iii) issued shares of
Common Stock reacquired by the Company in each situation as the Board of
Directors or the Committee may determine from time to time.

4.   Eligibility and Bases of Participation.   Grants of Incentive Options
(as defined in Section 6) and Non-Qualified Options (as defined in Section 6)
may be made under the Plan, subject to and in accordance with Section 6, to
Key Employees.  As used herein, the term "Key Employee" shall mean any
employee of the Company or any Related Entity, including officers and
directors of the Company or any Related Entity who are also employees of
the Company or any Related Entity, who are regularly employed on a salaried
basis and who are so employed on the date of such grant, whom the Committee
identifies as having a direct and significant effect on the performance of
the Company or any Related Entity.

	Grants of Non-Qualified Options may be made, subject to and in
        accordance with Section 7, to any Eligible Non-Employee.  As used
        herein, the term "Eligible Non-Employee" shall mean any director
        or officer (who is not also an employee) of the Company or any
        Related Entity whom the Board of Directors or the Committee
        identifies as having a direct and significant effect on the
        performance of the Company or any Related Entity.

	The adoption of this Plan shall not be deemed to give any Person a
        right to be granted any Options.

5.   Authority of Committee.   Subject to and not inconsistent with the
express provisions of the Plan and the Code, the Committee shall have plenary
authority to:

        a.  determine the Key Employees and Eligible Non-Employees to whom
        Options shall be granted, the time when such Options shall be granted,
        the number of Options, the purchase price or exercise price of each
        Option, the period(s) during which such Options shall be exercisable
        (whether in whole or in part), the restrictions to be applicable to
        Options and all other terms and provisions thereof (which need not be
        identical);

        b.  require, as a condition to the granting of any Option, that the
        Person receiving such Option agree not to sell or otherwise dispose
        of such Option, any Common Stock acquired pursuant to such Option, or
        any other "derivative security" (as defined by Rule 16a-1(c) under
        the Exchange Act) for a period of six months following the later of
        (i) the date of the grant of such Option or (ii) the date when the
        exercise price of such Option is fixed if such exercise price is not
        fixed at the date of grant of such Option, or for such other period
        as the Committee may determine;

        c.  provide an arrangement through registered broker-dealers whereby
        temporary financing may be made available to an optionee by the
        broker-dealer, under the rules and regulations of the Board of
        Governors of the Federal Reserve, for the purpose of assisting the
        optionee in the exercise of an Option, such authority to include the
        payment by the Company of the commissions of the broker-dealer;

         d. provide the establishment of procedures for an optionee (i) to
         have withheld from the total number of shares of Common Stock to be
         acquired upon the exercise of an Option (other than an Incentive
         Option) that number of shares having a Fair Market Value (as defined
         in Section 18) which, together with such cash as shall be paid in
         respect of fractional shares, shall equal the Option exercise price,
         and (ii) to exercise a portion of an Option by delivering that number
         of shares of Common Stock already owned by such optionee having an
         aggregate Fair Market Value which shall equal the partial Option
         exercise price and to deliver the shares thus acquired by such
         optionee in payment of shares to be received pursuant to the exercise
         of additional portions of such Option, the effect of which shall be
         that such optionee can in sequence utilize such newly acquired shares
         in payment of the exercise price of the entire Option, together with
         such cash as shall be paid in respect of fractional shares; provided,
         however, that in the case of an Incentive Option, no shares shall
         be used to pay the exercise price unless such shares were not
         acquired through the exercise of an Incentive Option or, if so
         acquired, have been held for more than two years since the grant
         of such Option and for more than one year since the exercise of
         such Option;

         e. provide (in accordance with Section 13 or otherwise) the
         establishment of a procedure whereby a number of shares of Common
         Stock or other securities may be withheld from the total number of
         shares of Common Stock or other securities to be issued upon exercise
         of an Option (other than an Incentive Option) to meet the obligation
         of withholding for income, social security and other taxes incurred
         by an optionee upon such exercise or required to be withheld by the
         Company or a Related Entity in connection with such exercise;

         f. prescribe, amend, modify and rescind rules and regulations
         relating to the Plan;

         g. make all determinations permitted or deemed necessary, appropriate
         or advisable for the administration of the Plan, interpret any Plan or
         Option provision, perform all other acts, exercise all other powers,
         and establish any other procedures determined by the Committee to be
         necessary, appropriate, or advisable in administering the Plan or for
         the conduct of the Committee's business.  Any act of the Committee,
         including interpretations of the provisions of the Plan or any Option
         and determinations under the Plan or any Option shall be final,
         conclusive and binding on all parties.

	The Committee may delegate to one or more of its members, or to one
        or more agents, such administrative duties as it may deem advisable,
        and the Committee or any Person to whom it has delegated duties as
        aforesaid may employ one or more Persons to render advice with respect
        to any responsibility the Committee or such Person may have under the
        Plan; provided, however, that whenever the Company has a class of
        equity securities registered under Section 12 of the Exchange Act,
        the Committee may not delegate any duties to a member of the Board
        of Directors who, if elected to serve on the Committee, would not be
        a Non-Employee Director.  The Committee may employ attorneys,
        consultants, accountants, or other Persons and the Committee,
        the Company, and its officers and directors shall be entitled to
        rely upon the advice, opinions, or valuations of any such Persons.
        No member or agent of the Committee shall be personally liable for
        any action, determination or interpretation made in good faith with
        respect to the Plan and all members and agents of the Committee shall
        be fully protected by the Company in respect of any such action,
        determination or interpretation.

6.	Stock Options for Key Employees.

	Subject to the express provisions of this Plan, the Committee shall
        have the authority to grant incentive stock options pursuant to Section
        422 of the Code ("Incentive Options"), to grant non-qualified stock
        options (options which do not qualify under Section 422 of the Code)
        ("Non-Qualified Options"), and to grant both types of Options to Key
        Employees.  No Incentive Option shall be granted pursuant to this Plan
        after the earlier of ten years from the date of adoption of the Plan
        or ten years from the date of approval of the Plan by the stockholders
        of the Company.  Notwithstanding anything in this Plan to the contrary,
        Incentive Options may be granted only to Key Employees.  The terms and
        conditions of the Options granted under this Section 6 shall be
        determined from time to time by the Committee; provided, however,
        that the Options granted under this Section 6 shall be subject to
        all terms and provisions of the Plan (other than Section 7), including
        the following:

         a. Option Exercise Price.  The Committee shall establish the option
         exercise price at the time any Option is granted at such amount as
         the Committee shall determine; provided, that such price shall not
         be not less than the Fair Market Value per share of Common Stock at
         the date such Option is granted; and provided, further, that in the
         case of an Incentive Option granted to a person who, at the time such
         Incentive Option is granted, owns shares of the Company or any Related
         Entity which possess more than 10% of the total combined voting power
         of all classes of shares of the Company or of any Related Entity,
         the option exercise price shall not be less than 110% of the Fair
         Market Value per share of Common Stock at the date such Option is
         granted.  The option exercise price shall be subject to adjustment
         in accordance with the provisions of Section 10 of the Plan.

         b. Payment.  The price per share of Common Stock with respect to each
         Option exercise shall be payable at the time of such exercise.  Such
         price shall be payable in cash or by any other means acceptable to the
         Committee, including delivery to the Company of shares of Common
         Stock owned by the optionee or by the delivery or withholding of
         shares pursuant to a procedure created pursuant to Section 5.d. of
         the Plan (but, with respect to Incentive Options, subject to the
         limitations described in such Section 5.d.).  Shares delivered to
         or withheld by the Company in payment of the option exercise price
         shall be valued at the Fair Market Value of the Common Stock on the
         day preceding the date of the exercise of the Option.

         c. Continuation of Employment.  Each Incentive Option shall require
         the optionee to remain in the continuous employ of the Company or any
         Related Entity from the date of grant of the Incentive Option until
         no more than three months prior to the date of exercise of the
         Incentive Option.

         d. Exercisability of Stock Option.  Subject to Section 8, each Option
         shall be exercisable in one or more installments as the Committee may
         determine at the time of the grant.  No Option by its terms shall be
         exercisable after the expiration of ten years from the date of grant
         of the Option, unless, as to any Non-Qualified Option, otherwise
         expressly provided in such Option; provided, however, no Incentive
         Option shall be exercisable after the expiration of ten years from
         the date such Option is granted; and provided, further, that no
         Incentive Option granted to a person who, at the time such Option
         is granted, owns stock of the Company, or any Related Entity,
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Company, or any Related Entity, shall be
         exercisable after the expiration of five years from the date such
         Option is granted.

         e. Death.  If any optionee's employment with the Company or a Related
         Entity terminates due to the death of such optionee, the estate of
         such optionee, or a Person who acquired the right to exercise such
         Option by bequest or inheritance or by reason of the death of the
         optionee, shall have the right to exercise such Option in accordance
         with its terms at any time and from time to time within one year
         after the date of death unless a longer or shorter period is expressly
         provided in such Option or established by the Committee pursuant to
         Section 8 (but in no event after the expiration date of such Option).

         f. Disability.  If the employment of any optionee terminates because
         of his Disability (as defined in Section 18), such optionee or his
         legal representative shall have the right to exercise the Option
         in accordance with its terms at any time and from time to time within
         one year after the date of such termination unless a longer or
         shorter period is expressly provided in such Option or established
         by the Committee pursuant to Section 8 (but not after the expiration
         date of the Option); provided, however, that in the case of an
         Incentive Option, the optionee or his legal representative shall in
         any event be required to exercise the Incentive Option within one
         year after termination of the optionee's employment due to his
         Disability.

         g. Other Termination of Employment.  If the employment of an
         optionee with the Company or a Related Entity terminates for any
        reason other than those specified in subsections 6(e) and (f) above,
        such optionee shall have the right to exercise his Option in
        accordance with its terms, within 60 days after the date of such
        termination, unless a longer period is expressly provided in such
        Option or established by the Committee pursuant to Section 8 (but
        not after the expiration date of the Option); provided, that no
        Incentive Option shall be exercisable more than three months after
        such termination; and, provided, further, that, unless the Option
        expressly provides otherwise, if such optionee's employment was
        terminated by the Company or any Related Entity for Good Cause (as
        defined in Section 18), or if the optionee voluntarily terminates
        employment without the consent of the Company or any Related Entity
        (other than on a basis expressly permitted by the optionee's employment
        agreement with the Company or any Related Entity), such optionee shall
        immediately forfeit all rights under his Option except as to the shares
        of stock already purchased.   The determination that there exists Good
        Cause for termination shall be made by the Committee (unless otherwise
        agreed to in writing by the Company and the optionee or unless
        otherwise restricted by the optionee's employment agreement).

        h.   Maximum Exercise.  The aggregate number of shares of stock with
        respect to which Incentive Options may be granted to any Key Employee
        shall not exceed one-half of the number of shares described in Section
        3.

7.	Stock Option Grants to Eligible Non-Employees.  

	Subject to the express provisions of this Plan, the Committee shall
        have the authority to grant Non-Qualified Options to Eligible
        Non-Employees; provided, however, that whenever the Company has any
        class of equity securities registered pursuant to Section 12 of the
        Exchange Act, no Eligible Non-Employee then serving on the Committee
        (or such other committee then administering the Plan) shall be granted
        Options hereunder if the grant of such Options would cause such
        Eligible Non-Employee to no longer be a Non-Employee Director.  The
        terms and conditions of the Options granted under this Section 7 shall
        be determined from time to time by the Committee; provided, however,
        that the Options granted under this Section 7 shall be subject to all
        terms and provisions of the Plan (other than Section 6), including
        the following:

        a.  Option Exercise Price.  The Committee shall establish the option
        exercise price at the time any Non-Qualified Option is granted at such
        amount as the Committee shall determine.  The option exercise price
        shall be subject to adjustment in accordance with the provisions of
        Section 10 of the Plan.

        b.  Payment.  The price per share of Common Stock with respect to each
        Option exercise shall be payable at the time of such exercise.  Such
        price shall be payable in cash or by any other means acceptable to the
        Committee, including delivery to the Company of shares of Common Stock
        owned by the optionee or by the delivery or withholding of shares
        pursuant to a procedure created pursuant to Section 5.d. of the Plan.
        Shares delivered to or withheld by the Company in payment of the
        option exercise price shall be valued at the Fair Market Value of the
        Common Stock on the day preceding the date of the exercise of the
        Option.

        c.  Exercisability of Stock Option.  Subject to Section 8, each Option
        shall be exercisable in one or more installments as the Committee may
        determine at the time of the grant.  No Option shall be exercisable
        after the expiration of ten years from the date of grant of the Option,
        unless otherwise expressly provided in such Option.

        d.  Death.  If the retention by the Company or any Related Entity of
        the services of any Eligible Non-Employee terminates because of his
        death, the estate of such optionee, or a Person who acquired the right
        to exercise such Option by bequest or inheritance or by reason of the
        death of the optionee, shall have the right to exercise such Option in
        accordance with its terms, at any time and from time to time within
        one year after the date of death unless a longer or shorter period is
        expressly provided in such Option or established by the Committee
        pursuant to Section 8 (but in no event after the expiration date of
        such Option).
	
        e.  Disability.  If the retention by the Company or any Related Entity
        of the services of any Eligible Non-Employee terminates because of his
        Disability, such optionee or his legal representative shall have the
        right to exercise the Option in accordance with its terms at any time
        and from time to time within one year after the date of the optionee's
        termination unless a longer or shorter period is expressly provided
        in such Option or established by the Committee pursuant to Section 8
        (but not after the expiration of the Option).

        f.  ther Termination of Relationship.  If the retention by the Company
        or any Related Entity of the services of any Eligible Non-Employee
        terminates for any reason other than those specified in subsections
        7(d) and (e) above, such optionee shall have the right to exercise
        his or its Option in accordance with its terms within 30 days after
        the date of such termination, unless a longer or shorter period is
        expressly provided in such Option or established by the Committee
        pursuant to Section 8 (but not after the expiration date of the
        Option); provided, that, in the case of an Eligible Non-Employee
        serving as a director of the Company or of any Related Entity,
        unless the Committee provides otherwise, if the optionee is removed
        from office for cause by action of the stockholders in accordance
        with the by-laws of the Company or such Related Entity, as applicable,
        and the General Corporation Law of the State of Delaware or if such
        optionee voluntarily terminates his service without the consent of the
        Company or any Related Entity, then such optionee shall immediately
        forfeit his rights under his Option except as to the shares of stock
        already purchased.

        g.  Ineligibility for Other Grants.  Any Eligible Non-Employee who
        receives an Option pursuant to this Section 7 shall be ineligible to
        receive any Options under any other Section of the Plan unless such
        Person becomes a Key Employee subsequent thereto.

8.      Change of Control.

	If a Change of Control (as defined in Section 18) shall occur, or if
        the Company shall enter into an agreement providing for a Change of
        Control, the Committee may declare any or all Options outstanding
        under the Plan to be vested and exercisable in full at such time or
        times as the Committee shall determine, notwithstanding the express
        provisions of such Options.  Each Option accelerated by the Committee
        in connection with a Change of Control pursuant to the preceding
        sentence may be terminated, notwithstanding any express provision
        thereof or any other provision of the Plan, on such date (not later
        than the stated expiration date) as the Committee shall determine.

9.      Purchase Option.

        a.  To the extent and only to the extent expressly provided in any
        particular Option, if any optionee's employment (or, in the case of
        any Option granted under Section 7, the optionee's relationship)
        with the Company or a Related Entity terminates for any reason at
        any time, the Company and/or its designee(s) shall have the option
        (the "Purchase Option") to purchase, and if the option is exercised,
        the optionee (or the optionee's executor or the administrator of the
        optionee's estate, in the event of the optionee's death, or the
        optionee's legal representative in the event of the optionee's
        incapacity (hereinafter, collectively with such optionee, the
        "Grantor")) shall sell to the Company and/or its assignee(s), all
        or any portion (at the Company's option) of the shares of Common
        Stock and/or Options held by the Grantor (such shares of Common
        Stock and Options collectively being referred to as the "Purchasable
        Shares").

        b.  The Company shall give notice in writing to the Grantor of the
        exercise of the Purchase Option within 60 days from the date of the
        termination of the optionee's employment or engagement.  Such notice
        shall state the number of Purchasable Shares to be purchased and the
        determination of the Board of Directors of the Fair Market Value per
        share of such Purchasable Shares.  If no notice is given within the
        time limit specified above, the Purchase Option shall terminate.

        c.  The purchase price to be paid for the Purchasable Shares purchased
        pursuant to the Purchase Option shall be, in the case of any Common
        Stock, the Fair Market Value per share times the number of shares
        being purchased, and in the case of any Option, the Fair Market Value
        per share, less the applicable per share Option exercise price, times
        the number of vested shares subject to such Option which are being
        purchased.  The purchase price shall be paid in cash.  The closing of
        such purchase shall take place at the Company's principal executive
        offices within ten days after the notice described in Section 9.b
        has been delivered to Grantor.  At such closing, the Grantor shall
        deliver to the purchaser(s) the certificates or instruments evidencing
        the Purchasable Shares being purchased, duly endorsed (or accompanied
        by duly executed stock powers) and otherwise in good form for delivery,
        against payment of the purchase price by check of the purchaser(s).
        In the event that, notwithstanding the foregoing, the Grantor shall
        have failed to obtain the release of any pledge or other encumbrance
        on any Purchasable Shares by the scheduled closing date, at the option
        of the purchaser(s) the closing shall nevertheless occur on such
        scheduled closing date, with the cash purchase price being reduced to
        the extent of all unpaid indebtedness for which such Purchasable Shares
        are then pledged or encumbered.

        d.  To assure the enforceability of the Company's rights under this
        Paragraph 9, each certificate or instrument representing Common Stock
        or an Option held by him or it shall bear a conspicuous legend in
        substantially the following form:     "THE SHARES REPRESENTED BY
        THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER
        THE PROVISIONS OF THE HEDSTROM HOLDING CORP. 1997 STOCK OPTION PLAN
        AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO.  A COPY OF
        SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN
        REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."

	The Company's rights under this Section 9 shall terminate upon the
        consummation of an underwritten public offering of the Common Stock,
        registered under the Securities Act of 1933, as amended (the
        "Securities Act"), pursuant to which the Company receives aggregate
        cash sales proceeds, before underwriting discount, of at least
        $25 million or such lesser amount as the Committee shall determine.

10.	Adjustment of Shares.

	Unless otherwise expressly provided in a particular Option, in the
        event that, by reason of any merger, consolidation, combination,
        liquidation, reorganization, recapitalization, stock dividend, stock
        split, split-up, split-off, spin-off, combination of shares,
        exchange of shares or other like change in capital structure of
        the Company (collectively, a "Reorganization"), the Common Stock
        is substituted, combined, or changed into any cash, property, or
        other securities, or the shares of Common Stock are changed into a
        greater or lesser number of shares of Common Stock, the number and/or
        kind of shares and/or interests subject to an Option and the per
        share price or value thereof shall be appropriately adjusted by the
        Committee to give appropriate effect to such Reorganization.  Any
        fractional shares or interests resulting from such adjustment shall
        be eliminated.  The adjustments set forth in this paragraph shall
        be applied to each successive Reorganization, if any.
        Notwithstanding the foregoing, (i) each such adjustment with respect
        to an Incentive Option shall comply with the rules of Section 424(a)
        of the Code, and (ii) in no event shall any adjustment be made which
        would render any Incentive Option granted hereunder other than an
        "incentive stock option" for purposes of Section 422 of the Code.

	In the event the Company is not the surviving entity of a
        Reorganization and, following such Reorganization, any optionee will
        hold Options issued pursuant to this Plan which have not been
        exercised, cancelled, or terminated in connection therewith, the
        Company shall cause such Options to be assumed (or cancelled and
        replacement Options issued) by the surviving entity or a Related
        Entity.

11.     Assignment or Transfer.   Except as otherwise expressly provided in
        any Non-Qualified Option, no Option granted under the Plan or any
        rights or interests therein shall be assignable or transferable by
        an optionee except by will or the laws of descent and distribution,
        and during the lifetime ofan optionee, Options granted to him or
        her hereunder shall be exercisableonly by the optionee or, in the
        event that a legal representative has beenappointed in connection
        with the Disability of an optionee, such legalrepresentative.

12.     Compliance with Securities Laws.  The Company shall not in any event
        be obligated to file any registration statement under the Securities
        Act or any applicable state securities law to permit exercise of any
        Option or to issue any Common Stock in violation of the Securities
        Act or any applicable state securities law.  Each optionee (or, in
        the event of his death or, in the event a legal representative has
        been appointed in connection with his Disability, the Person
        exercising the Option) shall, as a condition to his right to exercise
        any Option, deliver to the Company an agreement or certificate
        containing such representations, warranties and covenants as the
        Company may deem necessary or appropriate to ensure that the issuance
        of shares of Common Stock pursuant to such exercise is not required
        to be registered under the Securities Act or any applicable state
        securities law.

	Certificates for shares of Common Stock, when issued, may have
        substantially the following legend, or statements of other applicable
        restrictions, endorsed thereon, and may not be immediately
        transferable:

        THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
        SECURITIES LAWS.  THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD,
        PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF
        PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION
        OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE
        ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION
        WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

	This legend shall not be required for shares of Common Stock issued
        pursuant to an effective registration statement under the Securities
        Act and in accordance with applicable state securities laws.

13.     Withholding Taxes.   By acceptance of the Option, the optionee will
        be deemed to (i) agree to reimburse the Company or Related Entity by
        which the optionee is employed for any federal, state, or local
        taxes required by any government to be withheld or otherwise deducted
        by such corporation in respect of the optionee's exercise of all or
        a portion of the Option; (ii) authorize the Company or any Related
        Entity by which the Grantee is employed to withhold from any cash
        compensation paid to the optionee or in the optionee's behalf, an
        amount sufficient to discharge any federal, state, and local taxes
        imposed on the Company, or the Related Entity by which the optionee
        is employed, and which otherwise has not been reimbursed by the
        optionee, in respect of the optionee's exercise of all or a portion
        of the Option; and (iii) agree that the Company may, in its
        discretion, hold the stock certificate to which the optionee is
        entitled upon exercise of the Option as security for the payment of
        the aforementioned withholding tax liability, until cash sufficient
        to pay that liability has been accumulated, and may, in its
        discretion, effect such withholding by retaining shares issuable
        upon the exercise of the Option which shares shall have a Fair
        Market Value on the date of exercise which is equal to the amount
        to be withheld.

14.     Costs and Expenses.   The costs and expenses of administering the
        Plan shall be borne by the Company and shall not be charged against
        any Option nor to any employee receiving an Option.

15.     Funding of Plan.   The Plan shall be unfunded.  The Company shall
        not be required to make any segregation of assets to assure the
        payment of any Option under the Plan.

16.     Other Incentive Plans.   The adoption of the Plan does not preclude
        the adoption by appropriate means of any other incentive plan for
        employees.

17.     Effect on Employment.   Nothing contained in the Plan or any
        agreement related hereto or referred to herein shall affect, or
        be construed as affecting, the terms of employment of any Key
        Employee except to the extent specifically provided herein or
        therein.  Nothing contained in the Plan or any agreement related
        hereto or referred to herein shall impose, or be construed as
        imposing, an obligation on (i) the Company or any Related Entity
        to continue the employment of any Key Employee, and (ii) any Key
        Employee to remain in the employ of the Company or any Related
        Entity.

18.     Definitions.  In addition to the terms specifically defined elsewhere
        in the Plan, as used in the Plan, the following terms shall have the
        respective meanings indicated:

        a.  "Affiliate" shall mean, as to any Person, a Person that
        directly, or indirectly through one or more intermediaries, controls,
        or is controlled by, or is under common control with, such Person.

        b.  "Board of Directors" shall have the meaning set forth in Section
        2 hereof.

        c.  "Change of Control" shall mean the first to occur of the
        following events:  (i) any sale, lease, exchange, or other transfer
        (in one transaction or a series of related transactions) of all or
        substantially all of the assets of the Company to any Person or group
        of related Persons for purposes of Section 13(d) of the Exchange Act
        (a "Group"); (ii) a majority of the Board of Directors of the Company
        shall consist of Persons who are not Continuing Directors (as defined
        below); or (iii) the acquisition by any Person or Group (other than
        HMTF) of the power, directly or indirectly, to vote or direct the
        voting of securities having more than 50% of the ordinary voting
        power for the election of directors of the Company.

        d.  "Code" shall have the meaning set forth in Section 1 hereof.

        e.  "Committee" shall have the meaning set forth in Section 2
        hereof.

        f.  "Common Stock" shall have the meaning set forth in Section 3
        hereof.

        g.  "Company" shall have the meaning set forth in Section 1 hereof.

        h.  "Continuing Director" shall mean, as of the date of determination,
        any Person who (i) was a member of the Board of Directors of the
        Company on the date of adoption of this Plan or (ii) was nominated
        for election or elected to the Board of Directors of the Company with
        the affirmative vote of a majority of the Continuing Directors who
        were members of such Board of Directors at the time of such nomination
        or election.

        i.  "Disability" shall mean permanent disability as defined under the
        appropriate provisions of the long-term disability plan maintained for
        the benefit of employees of the Company or any Related Entity who are
        regularly employed on a salaried basis unless another meaning shall
        be agreed to in writing by the Committee and the optionee; provided,
        however, that in the case of an Incentive Option "disability" shall
        have the meaning specified in Section 22(e)(3) of the Code.

        j.  "Eligible Non-Employee" shall have the meaning set forth in
        Section 4 hereof.

        k.  "Exchange Act" shall have the meaning set forth in Section 2
        hereof.

        l.  "Fair Market Value" shall, as it relates to the Common Stock,
        mean the average of the high and low prices of the Common Stock as
        reported on the principal national securities exchange on which the
        shares of Common Stock are then listed on the date specified herein,
        or if there were no sales on such date, on the next preceding day on
        which there were sales, or if such Common Stock is not listed on a
        national securities exchange, the last reported bid price in the
        over-the-counter market, or if such shares are not traded in the
        over-the-counter market, the per share cash price for which all of
        the outstanding Common Stock could be sold to a willing purchaser in
        an arms length transaction (without regard to minority discount,
        absence of liquidity, or transfer restrictions imposed by any
        applicable law or agreement) at the date which is the end of the
        Company's fiscal quarter preceding the event giving rise to a need
        for a determination.  Except as may be otherwise expressly provided
        in a particular Option, Fair Market Value shall be determined in good
        faith by the Committee.

        m.  "Good Cause" shall mean (unless another definition is agreed to
        in writing by the Company and the optionee) termination by action of
        the Board of Directors because of:  (A) the optionee's conviction of,
        or plea of nolo contendere to, a felony or a crime involving moral
        turpitude; (B) the optionee's personal dishonesty, incompetence,
        willful misconduct, willful violation of any law, rule, or regulation
        (other than minor traffic violations or similar offenses) or breach
        of fiduciary duty which involves personal profit; (C) the optionee's
        commission of material mismanagement in the conduct of his duties as
        assigned to him by the Board of Directors or the President of the
        Company; (D) the optionee's willful failure to execute or comply with
        the policies of the Company or his stated duties as established by
        the Board of Directors or the President of the Company, or intentional
        failure to perform his stated duties; or (E) substance abuse or
        addiction on the part of the optionee.

        n.  "Grantor" has the meaning set forth in Section 9 hereof.

        o.  "HMTF" shall mean Hicks, Muse, Tate & Furst Equity Fund II, L.P.
        and its Affiliates.

        p.  "Incentive Options" shall have the meaning set forth in Section 6
        hereof.

        q.  The term "including" when used herein shall mean "including, but
        not limited to".
        
        r.  "Key Employee" shall have the meaning set forth in Section 4
        hereof.

        s.  "Non-Employee Director" shall have the meaning specified in Rule
        16b-3(b)(3) promulgated under the Exchange Act.

        t.  "Non-Qualified Options" shall have the meaning set forth in
        Section 6 hereof.

        u.  "Options" shall have the meaning set forth in Section 1 hereof.

        v.      "Person" shall mean any person or entity of any nature
        whatsoever, specifically including an individual, a firm, a company,
        a corporation, a partnership, a trust, or other entity.

        w.  "Plan" shall have the meaning set forth in Section 1 hereof.

        x.  "Purchasable Shares" shall have the meaning set forth in
        Section 9 hereof.

        y   "Purchase Option" shall have the meaning set forth in Section
        9 hereof.

        z.  "Related Entities" shall have the meaning set forth in Section
        1 hereof.

        aa. "Reorganization" shall have the meaning set forth in Section 10
        hereof.

        bb. "Securities Act" shall have the meaning set forth in Section 9
        hereof.

19.     Amendment of Plan.   The Board of Directors shall have the right to
        amend, modify, suspend or terminate the Plan at any time; provided, 
        that no amendment shall be made which shall increase the total
        number of shares of the Common Stock which may be issued and sold
        pursuant to Options granted under the Plan or decrease the minimum
        Option exercise price in the case of an Incentive Option, or modify
        the provisions of the Plan relating to eligibility with respect to
        Incentive Options unless such amendment is made by or with the
        approval of the stockholders.  The Board of Directors shall be
        authorized to amend the Plan and the Options granted thereunder to
        qualify as "incentive stock options" within the meaning of Section
        422 of the Code.  No amendment, modification, suspension or
        termination of the Plan shall alter or impair any Options previously
        granted under the Plan, without the consent of the holder thereof.



20.     Effective Date.    The Plan shall become effective on the date on
        which it is approved by the Board of Directors of the Company and
        shall be void retroactively if not approved by the stockholders of
        the Company within twelve months of the date of approval by the
        Board of Directors.