AMENDED AND RESTATED

                        1988 INCENTIVE STOCK OPTION PLAN
                           UNITED CAPITAL CORPORATION

                  This is a Stock  Option  Plan (the  "Plan") of United  Capital
Corporation, a Delaware corporation (the "Corporation"), under which options may
be granted from time to time to eligible  employees of the Corporation or any of
its  subsidiary   corporations  to  purchase  shares  of  common  stock  of  the
Corporation,  par value $.10 per share,  subject to the limitations,  provisions
and requirements hereinafter stated.

                  The Plan is as follows:

1.                PURPOSE OF PLAN

                  The general  purpose of the Plan is to aid in maintaining  and
developing  a  management   capable  of  assuring  the  future  success  of  the
Corporation. The Plan is designed to aid the Corporation and its subsidiaries in
retaining  the services of executives  and key  employees and in attracting  new
management personnel; to offer such personnel additional incentives to put forth
maximum   efforts  for  the  success  of  the  business;   and  to  afford  them
opportunities to obtain or increase a proprietary interest in the Corporation on
a favorable basis and, thereby, to have an opportunity to share in its success.

                  Furthermore,  the Plan will  enable the  Corporation  to grant
"incentive stock options" as provided in Section 422A of the Internal Revenue of
1986, as amended,  in  substitution  for "incentive  stock  options"  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.                AUTHORITY TO GRANT OPTIONS

                  The  Board  of   Directors,   or  a  stock  option   committee
(hereinafter  the  "Committee")  designated by it, may from time to time, in its
discretion,  grant to eligible employees, options (hereinafter the "Options") to
purchase an aggregate  number not to exceed 1,325,000 shares of the Common Stock
($.10 par value) of the Corporation (hereinafter the "Stock"), on the terms and


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subject  to the  conditions  hereinafter  provided.  The  Stock  shall  be  made
available  from  authorized  and unissued Stock or from Stock issued and held in
the  Treasury  of the  Corporation,  as  shall  be  determined  by the  Board of
Directors.  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

                  This Plan shall be  administered by the Board of Directors or,
at their discretion, by a Committee consisting of not less than three members of
the Board of Directors,  a majority of whom shall not be eligible to participate
in the Plan.  Decisions and  designations  of the  Committee  shall be made by a
majority of its members.  Subject to the  provisions of this Plan,  the Board of
Directors  or the  Committee,  as the case may be,  shall  have  full  power and
authority  to  construe,   interpret  and  administer  this  Plan  and  to  make
determinations  which shall be final,  conclusive  and binding upon all persons,
including, without limitation, the Corporation, the stockholders,  the directors
(if the Committee shall act) and any Option Holder, as hereinafter defined, and,
by a resolution  or  resolutions  providing for the creation and issuance of any
Option,  to fix the terms upon which,  the time or times at or within which, and
the price or prices at which  any Stock may be  purchased  from the  Corporation
upon the exercise of such Option, which terms, time or times and price or prices
shall,  in  every  case,  be set  forth  or  incorporated  by  reference  in the
instrument or instruments evidencing such Option.

4.                ELIGIBILITY

                  Full-time  employees of the Corporation  and its  subsidiaries
shall be  eligible  to  participate  in this Plan and  receive  Options and will
hereinafter be referred to as "Eligible Employees".

5.                ALLOTMENT OF STOCK

                  Options may be allotted to such Eligible Employees  (sometimes
individually  referred  to as an "Option  Holder"  and  collectively  as "Option
Holders"),  and in such amounts, as the Board of Directors or the Committee,  as
the case may be, in its discretion, may from time to time determine.


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6.                TERM OF PLAN

                  No Option  shall be granted or modified  pursuant to this Plan
after December 31, 1998, but the expiration of the Options  theretofore  granted
may extend beyond that date.

7.                TERMS AND CONDITIONS OF OPTIONS

                  Subject to the terms and  conditions of this Plan, all Options
granted under this Plan shall be in such form and upon such terms and conditions
as the  Board  of  Directors  or the  Committee,  as the  case  may  be,  in its
discretion, may from time to time determine, except that:

                           (a)  Option  Price - The  Option  price  per share of
                  Stock with respect to each Option shall be  determined  by the
                  Board of  Directors or the  Committee,  as the case may be, on
                  the date the Option is granted;  provided,  however, that such
                  price shall not be less than the fair market  value of a share
                  of Stock on the date of grant;  and  provided,  further,  that
                  such  price  shall not be less  than  110% of the fair  market
                  value of a share of Stock on the date of grant for an employee
                  who,  such  date,  is the  owner of more than 10% of the total
                  combined   voting  power  of  all  classes  of  stock  of  the
                  Corporation.

                           (b)  Period of Option - In no event (including those
                  specified in paragraphs (f) and (g) hereof),  shall the period
                  of an Option  exceed ten (10) years from the date on which the
                  Option is granted.

                           (c)  Payment - Payment for all Stock shall be made in
                  cash at the  time  that an  Option,  or any part  thereof,  is
                  exercised,  and no Stock  shall be issued  until full  payment
                  therefor has been made.

                           (d)  Exercise  of  Option - An  Option  Holder  must
                  remain  in the  continuous  employ of the  Corporation  or any
                  subsidiary of the  Corporation  for one (1) year from the date
                  on which the Option is granted before he may exercise any part
                  of the Option;  thereafter  and during the life of the Option,
                  the Option may be exercised as follows:

                                    (i)  After   one  (1)  year  of   continuous
                           employment  from  the  date on which  the  Option  is
                           granted,  not exceeding  one-third (1/3) of the Stock
                           subject to the Option;

                                    (ii)  After  two  (2)  years  of  continuous
                           employment from the date on which the Option is


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                           granted, not exceeding one-third (1/3) of the
                           shares subject to the Option, plus any Stock not
                           purchased under (i);

                                    (iii)  After  three (3) years of  continuous
                           employment  from  the  date on which  the  Option  is
                           granted,  not exceeding  one-third (1/3) of the Stock
                           subject to the Option,  plus any shares not purchased
                           under (i) and (ii).

                           At  the   expiration  of  the  third  (3rd)  year  of
                  continuous  employment  from the date on which  the  Option is
                  granted, the Option may be exercised at any time and from time
                  to time within its terms in whole or in part, but it shall not
                  be exercisable after the expiration of ten (10) years from the
                  date on which it was granted.

                           (e)  Non-Transferability  of  Options  -  During  an
                  Option Holder's lifetime,  an Option shall be exercisable only
                  by  him.  An  Option  shall  not be  transferable  except  for
                  exercise as provided in paragraph (g) hereof.

                           (f)  Termination  of Employment - In the event of the
                  termination of an Option  Holder's  employment (for any reason
                  other than death or discharge for cause) any Option granted to
                  him  or  unexercised   portion  thereof  which  was  otherwise
                  exercisable  on the date of  termination  of employment  shall
                  terminate   unless,   such  Option  to  the  extent  otherwise
                  exercisable,  is exercised within thirty (30) days of the date
                  on which he ceases to be an employee,  provided  such time may
                  be extended by the Board of Directors or the Committee, as the
                  case may be, to a date no later than the date of expiration of
                  the Option. If an Option Holder's employment is terminated for
                  cause,  as  determined  by  the  Board  of  Directors  or  the
                  Committee,  as the  case may be,  any  Option  or  unexercised
                  portion  thereof  granted to him shall  terminate and be of no
                  further force and effect from the date of discharge.

                           (g)  Death of  Option  Holder - Upon the  death of an
                  Option Holder,  any Option  granted to him or the  unexercised
                  portion thereof,  which was otherwise  exercisable on his date
                  of death,  shall  terminate  unless  such Option to the extent
                  exercisable is exercised by the executor or  administrator  of
                  his  estate,  within six  months  after the date of his death,
                  provided  such time may be extended by the Board of  Directors
                  or the Committee,  as the case may be, to a date no later than
                  the date of the expiration of the Option.


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                           (h)  Restriction   on   Issuance   of   Stock  -  The
                  Corporation  shall be  obligated  to sell and  issue the Stock
                  pursuant  to  any  Option   granted  under  the  Plan  and  in
                  accordance  with the terms  thereof  but not  before the Stock
                  with  respect  to  which  the  Option  is being  exercised  is
                  effectively  registered or exempt from registration  under the
                  Securities Act of 1933, as amended,  in the opinion of counsel
                  for the  Corporation  and the Stock is listed on any  exchange
                  upon which it is traded.

                           (i)  Rights  as a  Stockholder  - The  Option  Holder
                  shall  have no rights as a  stockholder  with  respect  to any
                  Stock  covered by his Option  until the date of  issuance of a
                  stock certificate to him for such Stock.

                           (j)  Time of Granting  an Option - Nothing  contained
                  in the  Plan  shall  constitute  the  granting  of any  Option
                  hereunder.  An Option  shall be  granted  only  pursuant  to a
                  resolution of the Board of Directors or the Committee,  as the
                  case may be, and shall not be  effective  until there has been
                  executed by both the  Corporation  and the  optionee an Option
                  Agreement  in such form as shall be  required  by the Board of
                  Directors or the Committee, as the case may be.

                           (k)  Miscellaneous  - The Board of  Directors  or the
                  Committee,  as the case may be, may require, as a condition to
                  the sale of  Stock on the  exercise  of any  Option,  that the
                  person  exercising  such  Option  give  to  the  Company  such
                  documents,     including    such    appropriate     investment
                  representations   as  may  be  required  by  counsel  for  the
                  Corporation,  and such representations,  additional agreements
                  and documents as the Board of Directors or the  Committee,  as
                  the case may be, shall determine to be in the best interest of
                  the Corporation.

8.                ADJUSTMENT IN EVENT OF RECAPITALIZATION

                           (a)  If the  outstanding  shares  of the Stock of the
                  Corporation   are  increased,   decreased,   changed  into  or
                  exchanged  for  a  different   number  or  kind  of  stock  or
                  securities  of the  Corporation  or stock of a  different  par
                  value  or   without   par   value,   through   reorganization,
                  recapitalization,   reclassification,  stock  dividend,  stock
                  split,   amendment  to  the   Corporation's   Certificate   of
                  Incorporation  or reverse  stock  split,  an  appropriate  and
                  proportionate  adjustment  shall be made in the maximum number
                  and/or kind of securities allocated to the Options theretofore
                  and thereafter  granted under the Plan,  without change in the
                  aggregate purchase


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                  price applicable to the unexercised portion of the outstanding
                  options but with a  corresponding  adjustment in the price for
                  each share of Stock or other unit of any  security  covered by
                  the Options.

                           (b)  Upon the effective  date of the  dissolution  or
                  liquidation of the Corporation, or of a reorganization, merger
                  or   consolidation   of  the  Corporation  with  one  or  more
                  corporations  in which the  Corporation  is not the  surviving
                  corporation,  or  of  a  transfer  of  substantially  all  the
                  property or more than eighty  percent of the then  outstanding
                  shares of the Stock of the Corporation to another corporation,
                  the Plan and any Option  theretofore  granted  hereunder shall
                  terminate  unless  provision be made in writing in  connection
                  with such  transaction for the continuance of the Plan and for
                  the  assumption  of  Options   theretofore   granted,  or  the
                  substitution  for such  Options of new  options  covering  the
                  shares of a  successor  employer  corporation,  or a parent or
                  subsidiary thereof, with appropriate  adjustments as to number
                  and kind of stock and  prices in which  event the Plan and the
                  Options  theretofore  granted or the new  options  substituted
                  therefor,  shall continue in the manner and under the terms so
                  provided.  In the  event  of  such  dissolution,  liquidation,
                  reorganization,  merger, consolidation,  transfer of assets or
                  transfer  of  Stock,  and if  provision  is not  made  in such
                  transaction  for  the  continuance  of the  Plan  and  for the
                  assumption of Options  theretofore granted or the substitution
                  for such  Options  of new  Options  covering  the  shares of a
                  successor  employer  corporation  or a  parent  or  subsidiary
                  thereof,  then each  Option  Holder  under  the Plan  shall be
                  entitled, prior to the effective date of any such transaction,
                  to  purchase  the full  number of  shares  of Stock  under his
                  Option which he would otherwise have been entitled to purchase
                  during the remaining term of such Option.

                           (c)  Adjustments  under this Section shall be made by
                  the Board of Directors,  whose  determination as to what shall
                  be made, and the extent thereof,  shall be final,  binding and
                  conclusive.  No  fractional  shares  of Stock  shall be issued
                  under the Plan or any such adjustment.

9.                REALLOCATION OF LAPSED OPTIONS

                  Stock covered by Options which have lapsed may be  reallocated
by the  Board of  Directors  or the  Committee,  as the case may be, at any time
during the term of the Plan.


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10.               GOVERNMENTAL REGULATIONS

                  This Plan,  and the grant and  exercise of Options  hereunder,
shall be subject to all applicable  rules and regulations of government or other
authorities.

11.               DISCONTINUANCE OR AMENDMENT OF THE PLAN AND
                  MODIFICATION OF OPTIONS

                  The  Board  of  Directors  of  the  Corporation  may  suspend,
terminate,  modify or amend the Plan,  provided  that any  amendment  that would
increase  the  aggregate  number of shares  which may be issued  under the Plan;
materially  increase the benefits  accruing to  participants  under the Plan; or
materially  modify the  requirements as to eligibility for  participation in the
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  8 does not  require  such  approval.  No  suspension,
termination,  modification or amendment of the 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.

12.               EMPLOYMENT

                  Nothing in the Plan or in any option  agreement under the Plan
shall  confer  on any  employee  any  right to  continue  in the  employ  of the
Corporation  or effect in any way the right of the  Corporation to terminate his
employment at any time.

13.               EFFECTIVE DATE OF PLAN

                  The Plan shall become effective on January 1,1989, provided it
is approved by the  stockholders of the  Corporation,  within a period of not to
exceed twelve (12) months from the latter date.


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