<PAGE>   1

                                                                   EXHIBIT 10.36

                               GS INDUSTRIES, INC.
                             1997 STOCK OPTION PLAN

         1. PURPOSES OF PLAN. The purposes of the Plan, which shall be known as
the GS Industries, Inc. 1997 Stock Option Plan and is hereinafter referred to as
the "Plan", are (i) to provide incentives for key employees providing services
to GS Industries, Inc. (the "Company") and its Subsidiaries (as defined below)
by encouraging their ownership of the common stock of the Company, par value
$.01 per share (the "Common Stock") and (ii) to aid the Company in retaining key
employees upon whose efforts the Company's success and future growth depends and
in attracting other such individuals. The options to be issued under the Plan
are not intended to be "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

         2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Committee"). In the event that no such
Committee exists or is appointed, then the powers to be exercised by the
Committee hereunder shall be exercised by the Board of Directors (the "Board")
or the Executive Committee of the Board.

         For purposes of administration, the Committee, subject to the terms of
the Plan, shall have authority to (a) determine which individuals ("Optionees")
shall be granted options ("Options") to purchase Common Stock, (b) determine the
number of shares of Common Stock that each such Optionee shall receive an option
to purchase hereunder ("Option Shares"), subject to the limit established by the
Board on the total number of shares of Common Stock for which options will be
issued under the Plan, and (c) establish such rules and regulations, make such
determinations and interpretations, and take such other administrative actions,
as it deems necessary or advisable. All determinations and interpretations made
by the Committee shall be final, conclusive and binding on all persons,
including the Optionees and their legal representatives and beneficiaries.

         3. COMMON STOCK AVAILABLE FOR OPTIONS. The number of Option Shares
available for Options to be issued under the Plan shall be set by the Board and
shall be subject to adjustments pursuant to Section 6(f) hereof. Shares of
Common Stock used for purposes of the Plan may be either authorized and unissued
shares, or previously issued shares held in the treasury of the Company, or
both.

         4. ELIGIBILITY. Options under the Plan may be granted to employees of
the Company or any Subsidiary. Options may be granted to eligible employees
whether or not they hold or have held Options previously granted under the Plan
or options otherwise granted or assumed by the Company. In selecting employees
for Options, the Committee may take into consideration any factors it may deem
relevant, including its estimate of the employee's present and potential
contributions to the success of the Company and its Subsidiaries.

         5. TERMS AND CONDITIONS OF OPTIONS. The Committee shall prescribe the
terms and conditions of the Options to be granted hereunder including, but not
limited to, (i) the price at which each share of Common Stock covered by an
Option granted under the Plan may be purchased (the "Option Price"), and (ii)
the effective date of the grant of the Option (the "Effective Date"), which
terms and conditions need not be the same in each case.


                                        1

<PAGE>   2



         6. EXERCISE OF OPTIONS.

                  (a) Exercisability. Unless otherwise determined by the
         Committee with respect to a particular grant of an Option hereunder, on
         the last day of each calendar quarter, beginning with the last day of
         the calendar quarter which includes the Effective Date for the
         particular Optionee, the Option to be issued under the Plan to such
         Optionee will vest and become exercisable with respect to five percent
         (5%) of Option Shares covered by the Option granted to such Optionee if
         such Optionee is employed by the Company or a Subsidiary on such date;
         provided, however, that upon the occurrence of an Acceleration Event
         (as defined below) prior to the Expiration Date (as defined below), all
         of the Option Shares will vest and become exercisable. For this
         purpose, an "Acceleration Event" will be the first to occur of (i) a
         merger, consolidation or reorganization of the Company or a sale of the
         Company's stock, if after giving effect to such merger, consolidation,
         reorganization or stock sale, the holders of the Company's voting
         securities (on a fully-diluted basis) immediately prior to the merger,
         consolidation, reorganization or sale, own less than a majority of the
         ordinary voting power (on a fully-diluted basis) to elect the board of
         directors of the surviving corporation, or (ii) a sale of all or
         substantially all of the Company's assets to another person or entity
         or a complete liquidation of the Company.

                  (b) Option Period. Options issued to an Optionee hereunder
         will expire (the "Expiration Date") on the earlier of the tenth
         anniversary of the Effective Date or the date of the termination of the
         particular Optionee's employment with the Company or a Subsidiary for
         any, reason other than death or Disability (as defined below) (the
         "Termination Date"), provided that the particular Optionee will have
         until the tenth anniversary of the Effective Date to exercise any
         Option with respect to Option Shares as to which the Option shall have
         vested pursuant to paragraph 6(a) above.

                  (c) Procedure for Exercise of Options. At any time after
         Options hereunder have become exercisable with respect to any Option
         Shares and prior to the Expiration Date (except as provided in
         paragraph 6(b) above), an Optionee may exercise all or a portion of the
         Option with respect to Option Shares vested pursuant to paragraph 6(a)
         above by delivering written notice of exercise to the Company
         specifying the number of shares of Common Stock to be purchased,
         together with (i) a written acknowledgment that the Optionee has read
         and has been afforded an opportunity to ask questions of management of
         the Company regarding all financial and other information provided to
         the Optionee regarding the Company and (ii) payment in full by delivery
         of a cashier's, personal or certified check or wire transfer of
         immediately available funds in the amount of the Option Price. An
         Optionee shall have none of the rights of a stockholder until the
         shares of Common Stock are issued to him. Within 60 days after
         exercise, the Optionee will pay to the Company the amount of any
         additional federal and state income taxes required to be withheld by
         reason of the exercise of the Option issued to such Optionee hereunder.
         As a condition to any Optionee's exercise of any Options issued
         hereunder, the Optionee will permit the Company to deliver to him all
         financial and other information regarding the Company and its
         Subsidiaries which it believes necessary to enable the Optionee to make
         an informed investment decision.

                  (d) Non-Transferability of Options. Options issued under the
         Plan to an Optionee are personal to the Optionee and are not
         transferable by the Optionee except to a Permitted Transferee (as
         defined below). Only the Optionee or a Permitted Transferee is entitled
         to exercise the Option issued to the Optionee under the Plan, except
         pursuant to paragraphs 7 and 8 below.

                                        2

<PAGE>   3




                  (e) Section 83(b) Election by Optionee. Within 30 days after
         an Optionee has exercised an Option, the Optionee may make an effective
         election with the U.S. Internal Revenue Service under Section 83(b) of
         the Code relative to the Common Stock received by the Optionee pursuant
         to the exercise of said Option.

                  (f) Adjustments for Change in Common Stock Subject to Plan. In
         the event of a reorganization, recapitalization, stock split, stock
         dividend, combination of shares, merger, consolidation, rights offering
         or any other change in the corporate structure or shares of the
         Company, corresponding adjustments shall be made to the number and kind
         of shares available for issuance under this Plan, the number and kind
         of shares covered by outstanding Options under this Plan, and the
         Option Price.

                  (g) Securities Laws Restrictions. Each Optionee receiving
         Options issued under the Plan will be required to represent to the
         Company that when the Optionee exercises the Option he will be
         purchasing Option Shares for the Optionee's own account and not on
         behalf of others. The Optionee also will be required to represent that
         he understands and acknowledges that federal and state securities laws
         govern and restrict the Optionee's right to offer, sell or otherwise
         dispose of any Option Shares unless the Optionee's offer, sale or other
         disposition thereof is registered under the Securities Act of 1933, as
         amended (the "1933 Act") and state securities laws or, in the opinion
         of the Company's counsel, such offer, sale or other disposition is
         exempt from registration thereunder. The Optionee will agree that he
         will not offer, sell or otherwise dispose of any Option Shares in any
         manner which would: (i) require the Company to file any registration
         statement (or similar filing under state law) with the Securities and
         Exchange Commission or to amend or supplement any such filing or (ii)
         violate or cause the Company to violate the 1933 Act, the rules and
         regulations promulgated thereunder or any other state or federal law.
         The Optionee will be required to further represent that he understands
         that the certificates for any Option Shares the Optionee purchases will
         bear the legend set forth in paragraph 9 hereof or such other legends
         as the Company deems necessary or desirable in connection with the 1933
         Act or other rules, regulations or laws.

                  (h) Effect of Transfers in Violation of the Plan or the Option
         Agreement. The Company will not be required (i) to transfer on its
         books any Option Shares which have been sold or transferred in
         violation of any of the provisions of the Plan or as set forth in any
         Option Agreement between the Company and an Optionee, or (ii) to treat
         as the owner of such shares, to accord the right to vote as such owner
         or to pay dividends to any transferee to whom such shares have been
         transferred in violation of the Plan or any Option Agreement between
         the Company and an Optionee.

                  (i) Other Terms and Conditions. The Committee may impose such
         other terms and conditions, not inconsistent with the terms hereof, on
         the grant or exercise of Options, as it deems advisable.

         7. REPURCHASE OPTION.

                  (a) Definitions. The following terms are defined as follows:


                                        3

<PAGE>   4



                  "Cause" means (i) the willful failure by the Optionee to
         perform duties reasonably requested or reasonably prescribed by the
         Board, (ii) the engaging by the Optionee in conduct which is materially
         injurious to the Company or any of its Subsidiaries, (iii) gross
         negligence or willful misconduct by the Optionee in the performance of
         his duties which results in, or causes, harm to the Company or any of
         its Subsidiaries, (iv) any breach by the Optionee of any covenant or
         condition contained in the Plan or the Option Agreement between the
         Company and the Optionee, (v) the Optionee's conviction of a crime
         involving fraud or misrepresentation, a gambling-related offense or a
         felony or (vi) the Optionee's abuse of illegal drugs or other
         controlled substances or such Optionee's habitual intoxication.

                  "Disability" means the inability (as determined by the Board
         in its sole discretion) of such Optionee, as a result of incapacity due
         to physical or mental illness, to perform his duties with the Company
         or its Subsidiary for more than six months in the aggregate during any
         twelve-month period.

                  "Executive Stock" for purposes hereof, means the Option Shares
         exercisable pursuant to the Option and any shares of Common Stock
         issued pursuant thereto.

                  "Fair Market Value" of each share of Executive Stock means the
         market value, excluding any discounts for minority interest and lack of
         marketability, agreed upon by the Optionee and the Board; provided that
         the Fair Market Value of Option Shares which have not been exercised
         will be reduced by the exercise price of such Option Shares. If the
         Optionee and the Board are unable to agree upon the market value, then
         the Optionee and the Company will share the cost, on an equal basis, of
         a mutually acceptable business appraiser whose determination will be
         binding.

                  "Good Reason" means (i) with respect to the termination of
         employment of the Optionee with the Company or a Subsidiary within five
         years of the Effective Date, means death, Disability, the Optionee's
         retirement from employment by the Company or a Subsidiary with the
         approval of the Board, or the voluntary termination by the Optionee of
         his employment with the Company or any of its Subsidiaries following a
         significant reduction of his duties, responsibilities or compensation;
         and (ii) with respect to the termination of employment of the Optionee
         after five years following the Effective Date, means, in addition to
         the reasons limited in part (i) of this definition, voluntary
         termination by the Optionee of his employment; provided, however, that
         the Optionee does not engage directly or indirectly in, as a principal,
         agent, employee, officer, director or in any other capacity, or have
         any interest in, or perform services for, any business directly or
         indirectly competing with the Company or any of its Subsidiaries.

                  "Investors" means Bain Capital Fund IV, L.P., Bain Capital
         Fund IV-B, L.P., BCIP Associates or BCIP Trust Associates, L.P.

                  "Original Value" of each share of Executive Stock will be
         equal to the Option Price for each share of Common Stock (as
         proportionally adjusted for all stock splits, stock dividends and other
         recapitalization affecting the Common Stock, subsequent to the date
         hereof); provided that the Original Value of Option Shares which have
         not been exercised will be equal to zero.

                  "Subsidiary" as used herein shall mean (i) any corporation (or
         other entity) of which shares of stock (or the equivalent thereof)
         having a majority of the general voting power in electing the board of
         directors (or the equivalent thereof) of such entity are, at the time
         as of which any

                                        4

<PAGE>   5



         determination is being made, owned by the Company either directly or
         indirectly, and (ii) any joint venture in which the Company directly or
         indirectly owns, at the time as of which any determination is being
         made, an equity interest.

                  (b) Repurchase Option. In the event that the Optionee is no
         longer employed by the Company or any of its Subsidiaries for any
         reason (the date of such termination being referred to herein as the
         "Termination Date"), the Executive Stock, whether held by the Optionee
         or one or more Permitted Transferees (as defined below), will be
         subject to repurchase by the Company and the Investors pursuant to the
         terms and conditions set forth in this paragraph 7 (the "Repurchase
         Option").

                  (c) Termination Other than for Cause or Voluntary Termination.
         If the Optionee is no longer employed by the Company or any of its
         Subsidiaries as a result of the Optionee's voluntary termination for
         Good Reason, the Optionee's termination without Cause, or the
         Optionee's death or Disability, then on or after the Termination Date,
         the Company may elect to purchase all or any portion of the Executive
         Stock at a price per share equal to the Fair Market Value thereof (i)
         as determined on the Termination Date, if the Repurchase Notice (as
         defined in subparagraph (e) below) has been delivered within three
         months of the Termination Date, or (ii) as determined on a date
         determined by the Board within 30 days prior to the delivery of the
         Repurchase Notice, if the Repurchase Notice is delivered after the
         third month following the Termination Date.

                  (d) Termination for Cause and Voluntary Termination. If the
         Optionee is no longer employed by the Company or any of its
         Subsidiaries as a result of the Optionee's termination for any reason
         other than as set forth in (c) above, then on or after the Termination
         Date, the Company may elect to purchase all or any portion of the
         Executive Stock at a price per share equal to the lower of its Original
         Value or the Fair Market Value thereof.

                  (e) Repurchase Procedures. The Company may elect to exercise
         the right to purchase all or any portion of the shares of Executive
         Stock pursuant to the Repurchase Option by delivering written notice
         (the "Repurchase Notice") to the holder or holders of the Executive
         Stock. The Repurchase Notice will set forth the number of shares of
         Executive Stock to be acquired from such holder(s), the aggregate
         consideration to be paid for such shares and the time and place for the
         closing of the transaction. If any Executive Stock is held by Permitted
         Transferees of the Optionee, the Company shall purchase the shares
         elected to be purchased from such holder(s) of Executive Stock, pro
         rata according to the number of shares of Executive Stock held by such
         holder(s) at the time of delivery of such Repurchase Notice (determined
         as nearly as practicable to the nearest share).

                  (f) Investor Rights.

                           (i) If for any reason the Company does not elect to
                  purchase all of the Executive Stock pursuant to the Repurchase
                  Option prior to the 180th day following the Termination Date,
                  the Investors will be entitled to exercise the Repurchase
                  Option, in the manner set forth in this paragraph 7, for the
                  Executive Stock the Company has not elected to purchase (the
                  "Available Shares"). As soon as practicable, but in any event
                  within thirty (30) days after the Company determines that
                  there will be any Available Shares, the Company will deliver
                  written notice (the "Option Notice") to the Investors setting
                  forth the number of Available Shares and the price for each
                  Available Share.


                                        5

<PAGE>   6



                           (ii) Each of the Investors will initially be
                  permitted to purchase its pro rata share (based upon the
                  number of shares of Common Stock then held by such Investors)
                  of the Available Shares. Each Investor may elect to purchase
                  any number of the Available Shares (subject to the preceding
                  sentences) by delivering written notice to the Company within
                  30 days after receipt of the Option Notice from the Company
                  (such 30-day period being referred to herein as the "Investor
                  Election Period").

                           (iii) As soon as practicable but in any event within
                  five (5) days after the expiration of the Investor Election
                  Period, the Company will, if necessary, notify the Investors
                  electing to purchase Available Shares of any Available Shares
                  which Investors have elected not to purchase and each of the
                  electing Investors will be entitled to purchase the remaining
                  Available Shares on the same terms as described above (the
                  "Second Option Notice"); provided that if in the aggregate
                  such Investors elect to purchase more than the remaining
                  Available Shares, such remaining Available Shares purchased by
                  each such Investor will be reduced on a pro rata basis based
                  upon the number of shares of Common Stock then held by such
                  Investors. Each Investor may elect to purchase any of the
                  remaining Available Shares available to such Investor by
                  delivering written notice to the Company within 10 days after
                  the delivery of the Second Option Notice (with such 10-day
                  period referred to herein as the "Second Investor Election
                  Period").

                           (iv) As soon as practicable but in any event within
                  five (5) business days after the expiration of the Investor
                  Election Period or the Second Investor Election Period (if
                  any) the Company will, if necessary, notify the holder(s) of
                  Executive Stock as to the number of shares of Executive Stock
                  being purchased from the holder(s) by the Investors (the
                  "Supplemental Repurchase Notice"). At the time the Company
                  delivers a Supplemental Repurchase Notice to the holder(s) of
                  Executive Stock, the Company will also deliver to each
                  electing Investor written notice setting forth the number of
                  shares of Executive Stock the Company and each Investor will
                  acquire, the aggregate purchase price to be paid and the time
                  and place of the closing of the transaction.

                  (g) Closing. The closing of the transactions contemplated by
         this paragraph 7 will take place on the date designated by the Company
         in the Repurchase Notice or the Supplemental Repurchase Notice, as the
         case may be, which date will not be more than 90 days after the
         delivery of such notice. The Company and/or the Investors, as the case
         may be, will pay for the Executive Stock to be purchased pursuant to
         the Repurchase Option by check payable to the holder of such Executive
         Stock. The Company and/or the Investors, as the case may be, will
         receive customary representations and warranties from each seller
         regarding the sale of the Executive Stock, including but not limited to
         the representation that such seller has good and marketable title to
         the Executive Stock to be transferred free and clear of all liens,
         claims and other encumbrances.

         8. RESTRICTIONS ON TRANSFER.

                  (a) Transfer of Executive Stock. The Optionee will not sell,
         pledge or otherwise transfer any interest in any shares of Executive
         Stock, except pursuant to (i) the provisions of paragraphs 6, 7, 11
         and 12 hereof, or (ii) the provisions of paragraph 8(b) below.

                  (b) Certain Permitted Transfers. The restrictions contained in
         this paragraph 8 will not apply with respect to transfers of Executive
         Stock (i) pursuant to applicable laws of descent and distribution or
         (ii) among the Optionee's Family Group (as defined below), provided
         that the restrictions contained in this paragraph 8 will continue to be
         applicable to the Executive Stock after any such transfer and the
         transferees of such Executive Stock shall agree in writing to be bound

                                        6

<PAGE>   7



         by the provisions of the Option Agreement between the Company and the
         Optionee. "Family Group" means the Optionee's spouse and descendants
         (whether natural or adopted) and any trust solely for the benefit of,
         or any corporation or partnership (foreign or domestic) solely owned
         by, the Optionee and/or the Optionee's spouse and/or descendants. Any
         transferee of Executive Stock pursuant to a transfer in accordance with
         the provisions of this subparagraph 8(b) is herein referred to as a
         "Permitted Transferee". Upon the transfer of Executive Stock pursuant
         to this paragraph 8(b), the Permitted Transferee(s) will deliver a
         written notice (the "Transfer Notice") to the Company. The Transfer
         Notice will disclose in reasonable detail the identity of the Permitted
         Transferee(s).

         9. ADDITIONAL RESTRICTIONS ON TRANSFER.

                  (a) The certificates representing the Executive Stock and
         Option Shares will bear the following legend:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
                  AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
                  EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
                  RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND
                  CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCK OPTION AGREEMENT
                  BETWEEN THE ISSUER (THE "COMPANY") AND A CERTAIN EMPLOYEE OF
                  THE COMPANY DATED AS OF _______________, A COPY OF WHICH MAY
                  BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL
                  PLACE OF BUSINESS WITHOUT CHARGE."

                  (b) No holder of Executive Stock may sell, transfer or dispose
         of any Executive Stock (except pursuant to an effective registration
         statement under the 1933 Act) without first delivering to the Company
         an opinion of counsel reasonably acceptable in form and substance to
         the Company (which counsel shall be reasonably acceptable to the
         Company) that registration under the 1933 Act is not required in
         connection with such transfer.

         10. DEFINITION OF EXECUTIVE STOCK. For all purposes of the Plan,
Executive Stock will continue to be Executive Stock in the hands of any holder
other than the Optionee (except for the Company, the Investors and purchasers
pursuant to an offering registered under the 1933 Act or purchasers pursuant to
a Rule 144 transaction), and each such other holder of Executive Stock will
succeed to all rights and obligations attributable to the Optionee as a holder
of Executive Stock hereunder. Executive Stock will also include shares of the
Company's capital stock issued with respect to shares of Executive Stock by way
of a stock split, stock dividend or other recapitalization.

         11. SALE OF THE COMPANY.

                  (a) If the Board and the holders of a majority of the shares
         of Common Stock then outstanding approve a sale of all or substantially
         all of the Company's assets determined on a consolidated basis or a
         sale of all or substantially all of the Company's outstanding capital
         stock (whether by merger, recapitalization, consolidation,
         reorganization, combination or otherwise) to an Independent Third Party
         (as defined below) or group of Independent Third Parties (collectively
         an "Approved Sale"), each holder of Executive Stock will vote for,
         consent to and raise no

                                        7

<PAGE>   8



         objections against such Approved Sale. If the Approved Sale is
         structured as (i) a merger or consolidation, each holder of Executive
         Stock will waive any dissenters rights, appraisal rights or similar
         rights in connection with such merger or consolidation or (ii) sale of
         stock, each holder of Executive Stock will agree to sell all of his
         shares of Executive Stock and rights to acquire shares of Executive
         stock on the terms and conditions approved by the Board and the holders
         of a majority of the Executive Stock then outstanding. Each holder of
         Executive Stock will take all necessary or desirable actions in
         connection with the consummation of the Approved Sale as requested by
         the Company. "Independent Third Party" means any person or entity who,
         immediately prior to the contemplated transaction, does not own in
         excess of 10% of the Company's Common Stock on a fully-diluted basis (a
         "10% Owner"), who is not controlling, controlled by or under common
         control with any such 10% Owner and who is not the spouse or descendent
         (by birth or adoption) of any such 10% Owner or a trust for the benefit
         of such 10% Owner and/or such other persons or entities.

                  (b) The obligations of the holders of Common Stock with
         respect to the Approved Sale of the Company are subject to the
         satisfaction of the following conditions: (i) upon the consummation of
         the Approved Sale, each holder of Common Stock will receive the same
         form of consideration and the same portion of the aggregate
         consideration that such holders of Common Stock would have received if
         such aggregate consideration had been distributed by the Company in
         complete liquidation pursuant to the rights and preferences set forth
         in the Company's Certificate of Incorporation as in effect immediately
         prior to such Approved Sale; (ii) if any holders of Common Stock are
         given an option as to the form and amount of consideration to be
         received, each holder of Common Stock will be given the same option;
         and (iii) each holder of then currently exercisable rights to acquire
         shares of Common Stock will be given an opportunity to exercise such
         rights prior to the consummation of the Approved Sale and participate
         in such sale as holders of Common Stock.

                  (c) If the Company or the holders of the Company's securities
         enter into any negotiation or transaction for which Rule 506 (or any
         similar rule then in effect) promulgated by the Securities Exchange
         Commission may be available with respect to such negotiation or
         transaction (including a merger, consolidation or other
         reorganization), the holders of Executive Stock will, at the request of
         the Company, appoint a purchaser representative (as such term is
         defined in Rule 501) reasonably acceptable to the Company. If any
         holder of Executive Stock appoints a purchaser representative
         designated by the Company, the Company will pay the fees of such
         purchaser representative, but if any holder of Executive Stock declines
         to appoint the purchaser representative designated by the Company such
         holder will appoint another purchaser representative, and such holder
         will be responsible for the fees of the purchaser representative so
         appointed.

                  (d) The Optionee and the other holders of Executive Stock (if
         any) will bear their pro-rata share (based upon the number of shares
         sold) of the costs of any sale of Executive Stock pursuant to an
         Approved Sale to the extent such costs are incurred for the benefit of
         all holders of Common Stock and are not otherwise paid by the Company
         or the acquiring party. Costs incurred by the Optionee and the other
         holders of Executive Stock on their own behalf will not be considered
         costs of the transaction hereunder.

                  (e) The provisions of this paragraph 11 will terminate upon
         completion of the initial public offering of the Common Stock.


                                        8

<PAGE>   9



         12.      PARTICIPATION RIGHTS.

                  (a) At least 30 days prior to any sale or exchange (a
         "Transfer") of Common Stock by an Investor (other than a Transfer among
         the Investors or their affiliates or to an employee of the Company or
         its Subsidiaries) (the "Transferring Stockholder"), the Company will
         deliver a written notice (the "Sale Notice") to the holders of
         Executive Stock and Option Shares (the "Other Stockholders"),
         specifying in reasonable detail the identity of the prospective
         transferee(s) and the terms and conditions of the Transfer. The Other
         Stockholders may elect to participate in the contemplated Transfer by
         delivering written notice to the Transferring Stockholder within 30
         days after delivery of the Sale Notice. If any Other Stockholders have
         elected to participate in such Transfer, the Transferring Stockholder
         and such Other Stockholders will be entitled to sell in the
         contemplated Transfer, at the same price and on the same terms, a
         number of shares of Common Stock equal to the product of (i) the
         quotient determined by dividing the number of shares of Common Stock
         owned by such person by the aggregate number of shares of Common Stock
         (including any vested time options which are entitled to participation
         rights under other agreements with the Company but not including any
         other unexercised stock options owned by the Transferring Stockholder,
         the Other Stockholders and other stockholders participating in such
         sale), and (ii) the number of shares of Common Stock to be sold in the
         contemplated Transfer.

                  (b) Reasonable efforts will be made to obtain the agreement of
         the prospective transferee(s) to the participation of the Other
         Stockholders in any contemplated Transfer, and no Transfer will be made
         to the prospective transferee(s) unless (i) the prospective
         transferee(s) agrees to allow the participation of the Other
         Stockholders or (ii) the Transferring Stockholder agrees to purchase
         the number of securities from the Other Stockholders which the Other
         Stockholders would have been entitled to sell pursuant to the last
         sentence of paragraph (a) above.

         13. TERMINATION OF PROVISIONS RELATING TO EXECUTIVE STOCK. The
provisions of paragraphs 7 and 8 will terminate upon the first to occur of (i)
an Approved Sale, or (ii) (A) the Company (or its successor as a result of
merger, consolidation, reorganization or sale) becoming a reporting company
under the Securities Exchange Act of 1934, as amended, as a result of the
registration of its common equity securities thereunder and (B) the Investors
and their affiliates collectively ceasing to own at least 50% of the aggregate
number of shares of Common Stock that they own as of September 1, 1997 (as
adjusted for stock splits, stock dividends and recapitalization and for
exchanges in connection with a merger, consolidation, reorganization or sale).

         14. AMENDMENT AND TERMINATION. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
Option shall be granted hereunder after, September 1, 2007; provided, however,
that the Board may at any time prior to that date terminate the Plan. The Board
may at any time amend the Plan or the term of any Option outstanding under the
Plan; provided, however, that no termination or amendment of the Plan or any
Option outstanding under the Plan may, without the consent of an Optionee,
adversely affect the rights of such Optionee under any Option held by such
Optionee.

         15. WITHHOLDING. It shall be a condition to the obligation of the
Company to issue shares of Common Stock upon exercise of an Option that the
Optionee (or any Permitted Transferee) pay to the Company, upon its demand, such
amount as may be requested by the Company for the purpose of satisfying any
other taxes. If the amount requested is not paid, the Company may refuse to
issue such shares of Common Stock.


                                        9

<PAGE>   10


         16. OTHER ACTIONS. Nothing contained in the Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including, but not by way of limitation, the right of the Company to grant or
assume Options for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or association.


                                       10