AMENDED AND RESTATED

                            1988 JOINT INCENTIVE AND
                         NON-QUALIFIED STOCK OPTION PLAN
                          OF UNITED CAPITAL CORPORATION

1.        PURPOSE

          The  Corporation  desires  to attract  and  retain the best  available
employee talent and encourage the highest level of employee performance in order
to continue to serve the best interests of the Corporation and its stockholders.
By affording key employees the opportunity to acquire  proprietary  interests in
the  Corporation  and by providing them  incentives to put forth maximum efforts
for the success of the  business,  the 1988 Joint  Incentive  and  Non-Qualified
Stock Option Plan (the "1988 Plan") is expected to contribute to the  attainment
of those objectives.

          Furthermore,  the 1988  Plan  will  enable  the  Corporation  to grant
"incentive stock options" as provided in Section 422A of the Internal Revenue of
1986,  as  amended,  and  "non-qualified  stock  options"  in  substitution  for
"incentive  stock  options" and  "non-qualified  stock  options",  respectively,
previously granted by Metex Corporation, a Delaware corporation ("Metex"), which
corporation   will  be  a  wholly-owned   subsidiary  of  the  Corporation  upon
consummation  of the  merger of Metex with and into MTX  Merger  Corporation,  a
Delaware corporation and a wholly-owned subsidiary of the Corporation,  pursuant
to the terms and  provisions  of an Amended and Restated  Agreement  and Plan of
Reorganization, dated as of November 3, 1988 and amended on January 24,1989. The
substituted  options  to be granted by the  Corporation  shall be  substantially
similar to, but not more  favorable  than,  the terms of the options  previously
granted by Metex, to the extent practicable.

2.        SCOPE AND DURATION

          Options  under the 1988 Plan may be granted  in the form of  incentive
stock  options  ("incentive  stock  options") as provided in Section 422A of the
Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  or in the form of
nonqualified   stock  options   ("nonqualified   options").   (Unless  otherwise
indicated,  references  in the 1988 Plan to "options"  include  incentive  stock
options and nonqualified  options). The maximum aggregate number of shares as to
which  options may be granted from time to time under the 1988 Plan is 1,325,000
shares of Common Stock of the Corporation ("Common Stock"), which shares may be,
in whole or in part,  authorized but unissued shares or shares reacquired by the
Corporation.  If  an  option  shall  expire,  terminate  or be  surrendered  for
cancellation  for any reason  without  having been exercised in full, the shares
represented by the option or portion  thereof not so exercised shall (unless the
1988 Plan

<PAGE>


shall have been terminated)  become available for subsequent option grants under
the 1988 Plan. As provided in paragraph 14, the 1988 Plan shall become effective
on January 1,1989,  and unless  terminated  sooner pursuant to paragraph 15, the
1988 Plan shall  terminate on December 31, 1998,  and no option shall be granted
hereunder after the date.  Notwithstanding anything contained in the Plan to the
contrary,  no recipient of options may be granted  options to purchase in excess
of ninety  percent of the  maximum  number of shares of stock  authorized  to be
issued under the Plan.

3.        ADMINISTRATION

          The 1988 Plan shall be administered by the Board of Directors, or by a
committee  which is appointed by the Board of Directors to perform such function
(the "Committee"). The Committee shall consist of not less than three members of
the Board of Directors,  none of whom shall be employees of the  Corporation who
are or who  shall  have  been for at least  one year  prior to such  appointment
eligible to participate in the 1988 Plan or any similar plan of the Corporation.
The Board of Directors or the Committee,  as the case may be, shall have plenary
authority in its discretion,  subject to and not  inconsistent  with the express
provisions of the 1988 Plan, to grant  options,  to determine the purchase price
of the  Common  Stock  covered  by each  option,  the term of each  option,  the
employees to whom, and the time or times at which,  options shall be granted and
the number of shares to be  covered  by each  option;  to  designate  options as
incentive stock options or nonqualified  options; to interpret the 1988 Plan; to
prescribe, amend and rescind rules and regulations relating to the 1988 Plan; to
determine the terms and provisions of the option  agreements  (which need not be
identical)  entered into in connection  with options under the 1988 Plan; and to
make  all  other   determinations   deemed   necessary  or  advisable   for  the
administration of the 1988 Plan. The Board of Directors or the Committee, as the
case may be, 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 Board of Directors
or the  Committee,  as the case may be, 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 Board of Directors or the Committee,  as the case may
be, or such person may have under the 1988 Plan.

4.        ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING
          OPTIONS

          Incentive  stock  options  shall be limited to persons who are regular
full-time employees of the Corporation and its present and future  subsidiaries.
A  director  of the  Corporation  or of a  subsidiary  who is not also a regular
full-time employee shall only be eligible to receive nonqualified options. An


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<PAGE>


optionee  who has been  granted an option or options  under the 1988 Plan may be
granted an additional option or options, subject, in the case of incentive stock
options,  to such limitations as may be imposed by the Code on such options.  In
determining  the  persons to whom  options  shall be  granted  and the number of
shares to be covered by each option, the Board of Directors or the Committee, as
the case may be,  shall take into  account the nature of such  person's  duties,
their present and potential  contributions to the success of the Corporation and
such other factors as it shall deem relevant in  connection  with  accomplishing
the purposes of the 1988 Plan.

5.        OPTION PRICE

          The purchase price of the Common Stock covered by each option shall be
determined by the Board of Directors or the  Committee,  as the case may be, but
in no event  shall be less than 100% of the Fair  Market  Value (as  defined  in
paragraph  17  below)  of a share of the  Common  Stock on the date on which the
option is  granted.  Such price  shall be subject to  adjustment  as provided in
paragraph 13 below. The Board of Directors or the Committee, as the case may be,
shall determine the date on which an option is granted; in the absence of such a
determination, the date on which the Board of Directors or the Committee, as the
case may be, adopts a resolution granting an option shall be considered the date
on which such option is granted.

6.        TERMS OF OPTIONS

          The term of each option shall be not more than ten years from the date
of grant, as the Board of Directors or the Committee,  as the case may be, shall
determine,  subject to earlier  termination  as provided in paragraphs 11 and 12
below.

7.        EXERCISE OF OPTIONS

          (a) In no  case  shall  an  option  granted  under  the  1988  Plan be
exercisable  prior to the expiration of the first year of its term.  Thereafter,
subject to the provisions of the 1988 Plan and unless otherwise  provided in the
option agreement, an option granted under the 1988 Plan shall become exercisable
in full at the earliest of the employee's 65th birthday, the employee's death or
the third anniversary of the date of the grant. Prior thereto, each option shall
become  exercisable  in  cumulative  installments  as follows:  to the extent of
33-1/3%  of the  number  of  shares  originally  covered  thereby  on the  first
anniversary  of the  date  of  grant  of the  option;  and to the  extent  of an
additional  33-1/% of the  number of shares  originally  covered  thereby on the
second  anniversary of the date of grant of the option.  In its discretion,  the
Board of  Directors  or the  Committee,  as the case may be, may, in any case or
cases, prescribe different installments. Notwithstanding the


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<PAGE>


installments  set forth above,  the Board of Directors or the Committee,  as the
case  may  be,  may,  in its  sole  discretion,  provide  that an  option  shall
immediately  become  exercisable  in  full  upon  the  happening  of  any of the
following events: (i) the first purchase of shares of Common Stock pursuant to a
tender offer or exchange offer (other than an offer by the Corporation) for all,
or any part of, the Common Stock, (ii) a change of control of the Corporation or
(iii) the approval by the stockholders of the Corporation of any agreement for a
merger in which the  Corporation  will not survive as an  independent,  publicly
owned corporation, a consolidation,  or a sale, exchange or other disposition of
all or substantially all of the Corporation's assets. In the event of a question
or controversy as to whether or not any of the events hereinabove  described has
taken place, a determination by the Board of Directors or the Committee,  as the
case may be, that such event has or has not  occurred  shall be  conclusive  and
binding upon the Corporation and participants in the 1988 Plan.

          (b) An  option  may be  exercised,  at any  time or from  time to time
(subject, in the case of incentive stock options, to such restrictions as may be
imposed  by the Code),  as to any or all full  shares as to which the option has
become exercisable  provided that an option may not be exercised at any one time
as to fewer  than 200 shares (or fewer than the number of shares as to which the
option is then exercisable, if that number is fewer than 200 shares).

          (c) The  purchase  price  of the  shares  as to  which  an  option  is
exercised  shall be paid in full at the time of exercise.  Payment shall be made
in  cash,  which  may be paid by check or  other  instrument  acceptable  to the
Corporation;  in  addition,  subject  to  compliance  with  applicable  laws and
regulations and such  conditions as the Board of Directors or the Committee,  as
the case may be, may impose,  the Board of  Directors or the  Committee,  as the
case may be, in its sole discretion, may on a case by case basis elect to accept
payment in shares of Common Stock of the Corporation  which are already owned by
the option  holder,  valued at the Fair  Market  Value  thereof  (as  defined in
paragraph 17 below) on the date of exercise.  In addition,  any amount necessary
to satisfy applicable federal,  state or local tax requirements shall be paid by
the option holder at the time of exercise of the option.

          (d) Except as provided in paragraphs 11 and 12 below, no option may be
exercised  at any time  unless  the holder  thereof is then a regular  full-time
employee of the Corporation or a subsidiary and unless the employee has remained
in the continuous  employ of the  Corporation,  any of its  subsidiaries  or any
combination thereof for one year from the date of its grant.


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<PAGE>


          (e) Upon the  exercise of an option or portion  thereof in  accordance
with the 1988 Plan, the option  agreement and such rules and  regulations as may
be established  by the Board of Directors or the Committee,  as the case may be,
the holder  thereof shall have the rights of a  stockholder  with respect to the
shares covered by such option or portion thereof so exercised.

8.        SUBSTITUTION OF OPTIONS

          During  the term of the 1988  Plan,  the  Board  of  Directors  or the
Committee,  as the case may be, in its discretion,  may offer one or more option
holders  the  opportunity  to  surrender  any  or  all  unexpired   options  for
cancellation  or replacement.  If any options are so  surrendered,  the Board of
Directors or the Committee,  as the case may be, may then grant new nonqualified
or incentive stock options to such holders for the same or different  numbers of
shares at higher or lower exercise prices than the surrendered options. Such new
options may have a different  term and shall be subject to the provisions of the
1988 Plan the same as any other option.

9.        INCENTIVE STOCK OPTIONS

          (a) The  aggregate  Fair Market  Value,  when granted  (determined  in
accordance  with the  provisions  of paragraph 17 below at the time of grant) of
the Common Stock for which any employee may be granted  incentive  stock options
in any calendar year (under the 1988 Plan and any other plan of the  Corporation
or its  subsidiaries)  and exercisable for the first time by such employee shall
not in any calendar year exceed $100,000.

          (b) The exercise price of any incentive stock option granted hereunder
to an  employee  who, at the time of the grant of such  option,  is the owner of
more than 10% of the total combined  voting power of all classes of stock of the
Corporation may not be less than 110% of the Fair Market Value of a share of the
Common Stock on the date of the grant.

          (c) In the event of amendments  to the Code or applicable  regulations
relating  to  incentive  stock  options  subsequent  to  the  date  hereof,  the
Corporation  may amend the provisions of the 1988 Plan, and the  Corporation and
the employees holding options may agree to amend outstanding  option agreements,
to conform to such amendments.

10.       NON-TRANSFERABILITY OF OPTIONS

          Options  granted  under  the  1988  Plan  shall  not  be  transferable
otherwise than by will or the laws of descent and distribution,  and options may
be exercised during the lifetime of the employee only by the employee.


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<PAGE>


11.       TERMINATION OF EMPLOYMENT

          In the event that the  employment of an employee to whom an option has
been  granted  under the 1988 Plan shall be  terminated  (except as set forth in
paragraph 12 below),  such option may be,  subject to the provisions of the 1988
Plan,  exercised  (to the extent that the  employee was entitled to do so at the
termination  of  his   employment)  at  any  time  within  30  days  after  such
termination,  but not  later  than  the  date on which  the  option  terminates;
provided, however, that any option which is held by an employee whose employment
is  terminated  for  cause  shall,  to the  extent  not  theretofore  exercised,
automatically  terminate as of the date of termination  of  employment.  Options
granted  under the 1988 Plan  shall not be  affected  by any change of duties or
position so long as the holder continues to be a regular  full-time  employee of
the Corporation or any of its  subsidiaries.  Any option  agreement or any rules
and  regulations  relating to the 1988 Plan may contain such  provisions  as the
Board of Directors  or the  Committee,  as the case may be,  shall  approve with
reference to the determination of the date employment  terminates and the effect
of leaves of absence. Nothing in the 1988 Plan or in any option granted pursuant
to the 1988 Plan shall  confer  upon any  employee  any right to continue in the
employ of the  Corporation  or any of its  subsidiaries  or interfere in any way
with the right of the  Corporation  or any such  subsidiary  to  terminate  such
employment at any time.

12.       DEATH OF EMPLOYEE

          If an employee to whom an option has been granted  under the 1988 Plan
dies while  employed by the  Corporation or a subsidiary or within 30 days after
termination of such employment  (other than termination for cause),  such option
may be  exercised,  to the extent  exercisable  by the  employee  on the date of
death,  by a legatee or legatees of the employee under the employee's last will,
or by the  employee's  personal  representatives  or  distributees,  at any time
within six months after the date of the employee's  death, but no later than the
date on which the option terminates.

13.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

          Any other  provision  of the 1988 Plan  notwithstanding,  the Board of
Directors or the Committee,  as the case may be, may at any time make or provide
for such  adjustments  to the 1988  Plan,  to the  number  and  class of  shares
issuable  thereunder or to any outstanding  options as it shall deem appropriate
to prevent dilution or enlargement of rights, including adjustments in the event
of  changes  in the  outstanding  Common  Stock by  reason  of stock  dividends,
split-ups, recapitalizations, mergers, consolidations, combinations or exchanges
of shares,  separations,  reorganizations,  liquidations,  and the like.  In the
event of any


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<PAGE>


offer to holders of Common Stock generally  relating to the acquisition of their
shares,  the Board of Directors or the  Committee,  as the case may be, may make
such  adjustments as it deems  equitable in respect of  outstanding  options and
rights,  including in its discretion  revision of outstanding options and rights
so that they may be exercisable for the consideration payable in the acquisition
transaction.  Any such determination by the Board of Directors or the Committee,
as the case may be, shall be conclusive and binding on the  Corporation  and all
participants  in the 1988  Plan.  Any  fractional  shares  resulting  from  such
adjustments shall be eliminated.

14.       EFFECTIVE DATE

          The 1988 Plan shall become effective on January 1, 1989, provided that
the stockholders of the Corporation shall approve the 1988 Plan. Subject to such
approval,  the 1988 Plan is effective at once.  Options may be granted under the
1988 Plan prior to such  approval,  but each such option shall be subject to the
approval of the 1988 Plan by the  stockholders of the  Corporation.  If the 1988
Plan shall not be so approved,  all options  granted  thereunder  shall be of no
effect.  The date of grant of any option  granted  prior to such approval by the
stockholders shall be determined for all purposes as if the options had not been
subject to such approval;  provided,  however,  no option granted under the 1988
Plan may be exercised prior to the approval of the 1988 Plan by the stockholders
of the Corporation.

15.       TERMINATION AND AMENDMENT

          The Board of Directors  of the  Corporation  may  suspend,  terminate,
modify or amend the 1988 Plan,  provided that any amendment  that would increase
the  aggregate  number of  shares  which  may be  issued  under  the 1988  Plan;
materially  increase the benefits accruing to participants  under the 1988 Plan;
or materially modify the requirements as to eligibility for participation in the
1988 Plan; shall be subject to the approval of the  Corporation's  stockholders,
except that any such increase or modification  that may result from  adjustments
authorized  by  paragraph  13 does not require  such  approval.  No  suspension,
termination, modification or amendment of the 1988 Plan may, without the consent
of the employee to whom an option shall  theretofore  have been granted,  affect
the rights of such employee under such option.

16.       EFFECT ON PRIOR OPTION PLANS

          The  adoption of the 1988 Plan shall have no effect on options made or
to  be  made  pursuant  to  stock  option  plans  previously   approved  by  the
stockholders.



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<PAGE>


17.       MISCELLANEOUS

          As said term is used in the 1988 Plan,  the "Fair  Market  Value" of a
share of Common  Stock on any day  means:  (a) if the  principal  market for the
Common Stock is a national  securities  exchange,  the mean between the high and
low sales prices of the Common Stock on such day as reported by such exchange or
on a consolidated tape reflecting  transactions on such exchange,  or (b) if the
principal market for the Common Stock is not a national  securities exchange and
the Common Stock is quoted on the National  Association  of  Securities  Dealers
Automated  Quotations  System,  the mean between the closing bid and the closing
asked prices for the Common  Stock on such day as quoted on such system,  or (c)
if the  principal  market  for the  Common  Stock is not a  national  securities
exchange  and the Common  Stock is not  quoted on the  National  Association  of
Securities Dealers Automated Quotations System, the mean between the highest bid
and lowest  asked  prices for the Common  Stock on such day as  reported  by the
National  Quotation Bureau,  Inc.;  provided that if clauses (a), (b) and (c) of
this paragraph are all inapplicable, or if no trades have been made or no quotes
are  available  for such day, the Fair Market Value of the Common Stock shall be
determined  by the Board of Directors or the  Committee,  as the case may be, by
any method which it deems to be appropriate.  The  determination of the Board of
Directors or the Committee,  as the case may be, shall be conclusive and binding
as to the Fair Market Value of the Common  Stock.  The Board of Directors or the
Committee,  as the case may be, may  require,  as a condition to the exercise of
any options granted under the 1988 Plan, that to the extent required at the time
of exercise,  (i) the shares of Common  Stock  reserved for purposes of the 1988
Plan shall be duly listed,  upon official notice of issuance,  upon the American
Stock  Exchange or such other  stock  exchange(s)  on which the Common  Stock is
listed,  (ii) a  Registration  Statement  under the  Securities  Act of 1933, as
amended, with respect to such shares shall be effective, and/or (iii) the person
exercising  such  option  shall  deliver  to  the  Corporation  such  documents,
agreements and investment and other representations as the Board of Directors or
the Committee,  as the case may be, shall  determine to be in the best interests
of the Corporation.


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