MICRO WAREHOUSE, INC.

                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN

      1. Purpose. The purpose of this 1994 Stock Option Plan (the "1994 Plan")
is to secure for Micro Warehouse, Inc., a Delaware corporation (the "Company"),
and its shareholders the benefits arising from capital stock ownership by
employees, directors and consultants of the Company and any subsidiaries who
will be responsible for the Company's future by stimulating their efforts on
behalf of the Company's further growth and continued success.

      2. Shares Subject to the 1994 Plan. Subject to adjustment, as provided in
paragraph 10, the stock to be offered under the 1994 Plan shall consist of
shares of the Company's Common Stock ("Stock"), and the number of shares of
Stock that may be issued upon exercise of all options granted under the 1994
Plan shall not exceed in the aggregate 4,000,000 shares; however, the maximum
number of shares underlying an option grant shall not exceed 500,000 in any one
year to any individual. Such shares may be authorized and unissued shares or may
be treasury shares. If an option granted under the 1994 Plan shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to such option shall again be available under the 1994 Plan.
Stock issued under the 1994 Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as shall be determined by the
Board of Directors of the Company ("the Board") or a Committee of the Board (the
"Committee") as determined under paragraph 4 hereinbelow.

      3. Effective Date and Duration of the 1994 Plan.

            (a) Effective Date. The 1994 Plan shall become effective when
adopted by the Board or the Committee, but no option granted under the 1994 Plan
shall be exercised prior to the approval of the 1994 Plan by the holders of at
least a majority of the outstanding shares of capital stock of the Company
voting thereon. Subject to this limitation, options may be granted at any time
after the effective date and before termination of the 1994 Plan.

            (b) Duration. The 1994 Plan shall continue in effect until, in the
aggregate, options have been granted and exercised with respect to all of the
shares available under the 1994 Plan as set forth in paragraph 2, subject to any
adjustments herein; provided, however, that unless sooner terminated by action
of the Board or the Committee, the 1994 Plan shall terminate on, and no options
shall be granted on or after, the tenth (10th) anniversary of the effective
date. The Board or the Committee shall have the right to suspend or terminate
the 1994 Plan at any time except with respect to options then outstanding under
the 1994 Plan.
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      4. Administration.

      The 1994 Plan shall at all times be administered in accordance with the
regulations of Rule 16b-3 of the Securities and Exchange Act of 1934 as amended
by the Securities and Exchange Commission release No. 34-37260. The 1994 Plan
may be administered by the Board of Directors or by a Committee of two or more
"non-employee directors". The Board or the Committee shall determine and
designate, from time to time the employees, directors and consultants to whom
options shall be granted and the number of shares to be covered by each option,
the option price, the period of each option, and the time or times at which
options may be exercised. Subject to the provisions of the 1994 Plan, the Board
or the Committee may, from time to time, adopt rules and regulation relating to
administration of the 1994 Plan and make all other determinations in the
judgment of the Board or the Committee necessary or desirable for the
administration of the 1994 Plan. The interpretation and construction of the
provisions of the 1994 Plan and stock option agreements implemented thereunder
by the Board or the Committee shall be final and conclusive. The Board or the
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the 1994 Plan or in any option agreement in the manner and to
the extent it shall deem expedient to carry the 1994 Plan into effect and it
shall be the sole and final judge of such expediency.

      5. Grants, Awards and Sales.

            (a) Type of Security. The Board or the Committee may, from time to
time, take the following action, separately or in combination, under the 1994
Plan: (i) grant Incentive Stock Options, as defined in Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in paragraph
5(b); and (ii) grant options other than Incentive Stock Options (herein
"Nonstatutory Stock Options") as provided in paragraph 5(c). The Board or the
Committee shall specify the action taken with respect to each optionee granted
any option under the 1994 Plan, and shall specifically designate each option
granted under the 1994 Plan as an Incentive Stock Option or Nonstatutory Stock
Option.

            (b) Incentive Stock Options. Incentive Stock Options shall be
subject to the following additional terms and conditions:

                  (i) In no event shall the aggregate fair market value
(determined at the time such options are granted) of the Stock with respect to
which the employee's Incentive Stock Options first become exercisable during any
calendar year under the 1994 Plan or under any other incentive stock option plan
(within the meaning of Section 422A of the Code) of the Company or a subsidiary
or parent corporation of the Company exceed $100,000.

                  (ii) An Incentive Stock Option may be granted under the 1994
Plan to an employee possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any parent or
subsidiary of the Company only if the option price is at least one hundred ten
percent (110%) of the fair market value of the Stock subject to the option on
the date it is granted and the option by its terms is not exercisable after the
expiration of ten (10) years from the date it is granted.


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                  (iii) Incentive Stock Options may be granted under the 1994
Plan only to employees of the Company or any parent or subsidiary of the
Company. Except as provided in paragraph 9, no Incentive Stock Options granted
under the 1994 Plan may be exercised unless at the time of such exercise the
optionee is employed by the Company or any parent or subsidiary of the Company
and shall have been so employed continuously since the date such option was
granted. Absence on leave or on account of illness or disability shall not be
deemed an interruption of employment for this purpose, except under rules
prescribed by the Board or Committee in its discretion.

                  (iv) Subject to paragraphs 5(b)(ii) and 5(b)(iii), Incentive
Stock Options granted under the 1994 Plan shall continue in effect for the
period fixed by the Board or the Committee, except that no Incentive Stock
Option shall be exercisable after the expiration of ten (10) years from the date
it is granted.

                  (v) The option price per share shall be determined by the
Board or the Committee at the time of grant. Except as provided in paragraph
5(b)(ii), the option price shall not be less than one hundred percent (100%) of
the fair market value of the shares covered by the Incentive Stock Option at the
date the option is granted. The fair market value of shares covered by an
Incentive Stock Option shall be determined by the Board or the Committee.

                  (vi) Stock acquired upon exercise of the Incentive Stock
Options shall not be disposed of: [1] within two (2) years following the date
the option was granted and [2] within one (1) year following the date the Stock
is transferred to the employee.

            (c) Nonstatutory Stock Options. Nonstatutory Stock Options shall be
subject to the following terms and conditions:

                  (i) Nonstatutory Stock Options may be granted under the 1994
Plan to employees, directors and consultants of the Company or any parent or
subsidiary of the Company. Nonstatutory Stock Options granted under the 1994
Plan shall continue in effect for the period fixed by the Board or the
Committee, except that a Nonstatutory Stock Option shall not be exercisable
after the expiration of ten (10) years from the date it is granted.

                  (ii) The option price per share shall be determined by the
Board or Committee at the time of grant. The option price may be more or less
than or equal to the fair market value of the shares covered by the Nonstatutory
Stock Option on the date the option is granted, provided that in no event shall
the exercise price be less than eighty-five percent (85%) of the fair market
value on such date. The fair market value of the shares covered by a
Nonstatutory Stock Option shall be determined by the Board or the Committee.

            (d) Long Term Incentive Compensation Plan. Options may be granted
under the Company's long Term Incentive Compensation Plan to certain key
executives of the Company. The number of option grants is determined in advance
on the basis of the Company's earnings per share, earnings before interest and
taxes and revenue target levels, subject to amendment by the Board or Committee.

      6. Exercise of Options. Except as provided in paragraph 8, options granted
under the 1994 Plan may be exercised from time to time over the period stated in
each option agreement in such amounts and at such times as shall be prescribed
by the Board or the Committee, provided that options shall not be exercised for
fractional shares. Unless otherwise determined by the Board or the Committee at
the date of grant, if the optionee does not exercise an option in any


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one (1) year with respect to the full number of shares to which the optionee is
entitled in that year, the optionee's rights shall be cumulative and the
optionee may exercise an option as to those shares in any subsequent year during
the term of the option.

      7. Nontransferability.

            (a) Options. Each option granted under the 1994 Plan by its terms
shall be nonassignable and nontransferable by the optionee, either voluntarily
or by operation of law, except that options may be assigned or transferred as
follows to: members of the optionee's immediate family intended to include
parents, spouse, children or grandchildren; or trusts, family partnerships, or
other like entities provided that all of the beneficiaries of the same are
members of said immediate family, or to any person or entity by will or by the
laws of descent and distribution of the state or country of the optionee's
domicile at the time of death. In all events, the transferrees' rights with
respect to any such option shall be subject to and fully governed by the
provisions of the Plan and any provisions which would have affected any
transferred options had the same not been transferred shall, pari passu, govern
said options. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any option under this 1994 Plan or of any right or
privilege conferred hereby or hereunder contrary to the provisions hereof, or
upon the sale or levy or any attachment or similar process upon the rights and
privileges conferred hereby or hereunder, such option relating thereto shall
thereupon terminate and become null and void. In all events, each such option by
its terms shall be exercisable by either the optionees or transferrees permitted
hereinabove.

            (b) Stock. Stock issued upon exercise of an option may have, in
addition to restrictions on transfer imposed by law, such restrictions on
transfer as may be determined by the Board or the Committee.

      8. Termination of Employment or Death.

            (a) In the event the employment by or affiliation with the Company
or any parent or subsidiary of the Company by an optionee is terminated by
retirement or for any reason, voluntarily or involuntarily, with or without
cause, other than in the circumstances specified in the subparagraph (b) below,
any option held by such optionee may be exercised at any time prior to its
expiration date or the expiration of three (3) months after the date of such
termination of employment (or affiliation), whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option on
the date of such termination. With reference to Nonstatutory Stock Options, the
Board or the Committee may, in its discretion, extend the three (3) month period
any length of time not later than the expiration date of the option, subject to
such terms and conditions as the Board or the Committee may determine.

            (b) In the event an optionee's employment by or affiliation with the
Company or any parent or subsidiary of the Company is terminated because of
death or permanent disability ("permanent disability" is defined as an illness
which will prevent an optionee from performing his duties for a continuous
period of six months), any and all Incentive Stock Options and/or Nonstatutory
Stock Options held by such optionee shall immediately vest and become


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exercisable. If an optionee's employment by or affiliation with the Company is
terminated by death, any option held by the optionee shall be exercisable only
by the person or persons to whom such optionee's rights under such option shall
pass by the optionee's will or by the laws of descent and distribution of the
state or country of the optionee's domicile at the time of death. Any option
governed by this subparagraph must be exercised prior to the earlier of the
expiration of twelve (12) months from the date of disability or death or the
expiration of the option; provided, however, in the event optionee's employment
or affiliation with the Company is terminated because of death or permanent
disability, the Board or the Committee may, in its discretion, extend the twelve
(12) month period any length of time not later than the expiration date of the
option, subject to such terms and conditions as the Board or the Committee may
determine.

            (c) To the extent an option held by any deceased optionee or by any
optionee whose employment or affiliation with the Company is terminated shall
not have been exercised within the limited periods provided above, all further
rights to purchase shares pursuant to such option and all other rights relating
to such option shall cease and terminate at the expiration of such periods.

      (9) Purchase of Shares Pursuant to Option. Shares may be purchased or
acquired pursuant to an option granted under the 1994 Plan only upon receipt by
the Company of notice in writing from the optionee of the optionee's intention
to exercise, specifying the number of shares as to which the optionee desires to
exercise the option and the date on which the optionee desires to complete the
transaction, which shall not be more than thirty (30) days after receipt of the
notice and, unless in the opinion of counsel for the Company such a
representation is not required in order to comply with the Securities Act of
1933, as amended, containing a representation that is the optionee's present
intention to acquire the shares for investment and not with a view to
distribution. Unless otherwise approved, on or before the date specified for
completion of the purchase of shares pursuant to an option, the optionee must
have paid the Company for the full purchase price for such shares in cash
(including cash which may be the proceeds of a loan from the Company), in shares
of Common Stock of the Company previously acquired valued at fair market value
as determined by the Board or the Committee, or in any combination of cash and
such shares of Common Stock of the Company. No shares shall be issued until full
payment therefor has been made. Each optionee who has exercised an option shall,
upon notification of the amount due, if any, and prior to or concurrently with
delivery of the certificates representing the shares with respect to which the
option was exercised, pay to the Company amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements. If additional
withholding is or becomes required beyond any amount deposited before delivery
of the certificates, the optionee shall pay such amount to the Company on
demand.

      10. Changes in Capital Structure. In the event that the outstanding shares
of Stock of the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation, by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
of shares or dividend payable in shares, appropriate adjustment shall be made by


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the Board or the Committee in the number and kind of shares issuable upon
exercise of outstanding options, for which options may be granted under the 1994
Plan. In addition, the Board or the Committee shall make appropriate adjustment
in the number and kind of shares as to which outstanding options, or portions
thereof when unexercised, shall be exercisable, to the end that each optionee's
proportionate interest shall be maintained as before the occurrence of such
event. The Board or the Committee shall have no obligation to effect any
adjustment which would or might result in the issuance of fractional shares, and
any fractional shares resulting from any adjustment may be disregarded or
provided for in any manner determined by the Board or the Committee. Any such
adjustment made by the Board or the Committee shall be conclusive. In the event
of dissolution or liquidation of the Company or a merger or consolidation in
which the Company is not the surviving corporation, in lieu of providing for
options or Stock subject to restrictions as described above in this paragraph
10, the Board or the Committee may, in its sole discretion, (i) provide a thirty
(30) day period immediately prior to such event during which optionees shall
have the right to exercise options in whole or in part without any limitation on
exercisability, except as limited by paragraph 5(b)(i) of the 1994 Plan, and
(ii) waive or modify any such restrictions.

      11. Corporate Mergers, Acquisitions, Etc. The Board or the Committee may
also grant options having terms, conditions and provisions which vary from those
specified in this 1994 Plan provided that any options granted pursuant to this
section are granted in substitution for, or in connection with the assumption
of, existing options or Stock issued by another corporation and assumed or
otherwise agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation to which the Company or a
subsidiary is a party.

      12. Amendment of 1994 Plan. The Board or the Committee may, at any time
and from time to time, modify or amend the 1994 Plan in such respects as it
shall deem advisable because of changes in the law while the 1994 Plan is in
effect or for any other reason. Except as provided in paragraph 10, however, no
change in a option already granted shall be made without the written consent of
the holder of such option. Furthermore, unless approved at an annual meeting or
a special meeting by the holders of at least a majority of the votes cast, no
amendment or change shall be made in the 1994 Plan (i) increasing the total
number of shares which may be purchased under the 1994 Plan, (ii) changing the
minimum purchase prices specified in the 1994 Plan, or (iii) increasing the
maximum option periods.

      13. Approvals. The obligations of the Company under the 1994 Plan shall be
subject to the approval of such state or federal authorities or agencies, if
any, as may have jurisdiction in the matter. The Company will use its best
efforts to take such steps as may be required by state or federal law or
applicable regulations, including rules and regulations of the Securities and
Exchange Commission and any stock exchange in which the Company's shares may
then be listed, in connection with the granting of any option under the 1994
Plan, the issuance or sale of any shares purchased upon exercise of any option
under the 1994 Plan or the listing of such shares on said exchange. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver shares of Stock under the 1994 Plan if the Company is advised by its
legal counsel that such issuance or delivery would violate applicable state or
federal securities laws.


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      14. Employment Rights. Nothing in the 1994 Plan or any option or Stock
granted pursuant to the 1994 Plan shall confer upon (i) any employee any right
to be continued in the employment of the Company or any parent or subsidiary of
the Company, or to interfere in any way with the right of the Company or any
parent or subsidiary of the Company by whom such employee is employed to
terminate such employee's employment at any time, with or without cause, or to
increase or decrease such employee's compensation, or (ii) any person engaged by
the Company any right to be retained or employed by the Company or to the
continuation, extension, renewal or modification of any compensation, contract
or arrangement with or by the Company.

      15. Rights as a Stockholder. The holder of an option shall have no rights
as a stockholder with respect to any shares covered by any option agreement
until the date of issue of a stock certificate to him or her for such shares.
Except as otherwise expressly provided in the 1994 Plan, no adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.


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