THE SOLOMON-PAGE GROUP LTD.

                             1996 STOCK OPTION PLAN

1.       Purpose of the Plan

                  The purpose of this 1996 Stock  Option Plan (the "Plan") is to
provide  additional  incentive to the  officers,  directors and employees of the
Company  who are  primarily  responsible  for the  management  and growth of the
Company, and to consultants and advisors to the Company who otherwise materially
contribute to the conduct and direction of its business, operations and affairs,
in order to strengthen  their desire to remain in the employ or retention of the
Company and to stimulate  their efforts on behalf of the Company,  and to retain
and  attract to the employ of the  Company  persons of  competence.  Each option
granted  pursuant to the Plan shall be designated at the time of grant as either
an "incentive  stock option" or as a "nonqualified  stock option." The terms and
conditions  of the Plan shall be set forth or  incorporated  by reference in the
option agreements evidencing the options.

                  The Company  intends  that the Plan meet the  requirements  of
Rule 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange  Act") and that  transactions of the type specified in
subparagraphs  (c) to (f)  inclusive of Rule 16b-3 by officers and  directors of
the Company  pursuant to the Plan be exempt from the  operation of Section 16(b)
of the  Exchange  Act.  In all cases,  the  terms,  provisions,  conditions  and
limitations of the Plan shall be construed and  interpreted  consistent with the
Company's intent as stated in this Section 1.

2.       Definitions

                  For the  purposes of the Plan,  unless the  context  otherwise
requires, the following definitions shall be applicable:

                  (a) "Board" or "Board of Directors"  means the Company's Board
of Directors.

                  (b)  "Code"  means  the  Internal  Revenue  Code of  1986,  as
amended.

                  (c) "Committee"  means the Stock Option Committee  composed of
two or more Non-Employee  Directors who shall be elected by, and who shall serve
at the pleasure of, the Board of  Directors,  and who shall be  responsible  for
administering the Plan.

                  (d) "Company"  means The  Solomon-Page  Group Ltd., a Delaware
corporation.
<PAGE>

                  (e)  "Employee"  means  an  employee  of the  Company  or of a
Subsidiary  (including a director or officer of the Company or a Subsidiary  who
is also an employee).

                  (f) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended.

                  (g) "Fair Market  Value" of the Shares means the closing price
of  publicly  traded  Shares on the  national  securities  exchange on which the
Shares are listed (if the shares are so listed) or on the NASDAQ National Market
or Small Cap Market (if the Shares are regularly  quoted on the NASDAQ  National
Market or Small Cap Market),  or, if not so listed or regularly quoted, the mean
between  the  closing  bid and asked  prices of  publicly  traded  Shares in the
over-the-counter  market,  or,  if  such  bid  and  asked  prices  shall  not be
available,  as reported by any nationally  recognized quotation service selected
by the Company,  or as determined by the Committee in a manner  consistent  with
the provisions of the Code.

                  (h) "ISO" means an option  intended to qualify as an incentive
stock option under Section 422 of the Code.

                  (i) "Non-Employee  Director" means a non-employee  director as
defined in Rule 16b-3.

                  (j) "NQO" means an option that does not qualify as an ISO.

                  (k) "Plan" means the 1996 Stock Option Plan of the Company.

                  (l)  "Securities  Act" means the  Securities  Act of 1933,  as
amended.

                  (m) "Shares" means shares of the Company's Common Stock, $.001
par value,  including  authorized but unissued  shares and shares that have been
previously issued and reacquired by the Company.

                  (n)   "Subsidiary"   of  the  Company  means  and  includes  a
"Subsidiary Corporation," as that term is defined in Section 424(f) of the Code.

3.       Administration

                  Subject to the express  provisions of the Plan,  the Committee
shall have authority to interpret and construe the Plan, to prescribe, amend and
rescind  rules  and  regulations  relating  to it,  to  determine  the terms and
conditions of the respective option agreements (which need not be identical) and
to make all other  determinations  necessary or advisable for the administration
of the Plan. Subject to the express provisions of the Plan, the Committee,


                                       -2-
<PAGE>

in its sole discretion, shall from time to time determine the persons from among
those eligible  under the Plan to whom, and the time or times at which,  options
shall be granted, the number of Shares to be subject to each option,  whether an
option shall be designated an ISO or an NQO and the manner in and price at which
such option may be exercised.  In making such  determination,  the Committee may
take into  account the nature and period of service  rendered by the  respective
optionees,  their  level of  compensation,  their past,  present  and  potential
contributions  to the Company and such other factors as the  Committee  shall in
its discretion deem relevant. The determination of the Committee with respect to
any matter referred to in this Section 3 shall be conclusive.

                  In the event that for any reason  the  Committee  is unable to
act or if the  Committee  at the time of any grant,  award or other  acquisition
under  the  Plan  of an ISO or NQO or  Share  does  not  consist  of two or more
Non-Employee  Directors,  then any such grant, award or other acquisition may be
approved or ratified in any other manner  contemplated  by  subparagraph  (d) of
Rule 16b-3.

4.       Eligibility for Participation

                  Any Employee shall be eligible to receive ISOs or NQOs granted
under the Plan.  Consultants  and  advisors to the Company and  directors of the
Company who are not Employees shall be eligible to receive NQOs.

5.       Limitation on Shares Subject to the Plan

                  Subject to adjustment as  hereinafter  provided,  no more than
1,000,000 Shares may be issued pursuant to the exercise of options granted under
the Plan. If any option shall expire or terminate for any reason, without having
been exercised in full, the  unpurchased  Shares subject  thereto shall again be
available for the purposes of the Plan.

6.       Terms and Conditions of Options

                  Each  option  granted  under the Plan  shall be subject to the
following terms and conditions:

                  (a) Except as provided in  Subsection  6(j),  the option price
per Share shall be determined by the  Committee,  but (i) as to an ISO shall not
be less  than 100% of the Fair  Market  Value of a Share on the date such ISO is
granted;  and (ii) as to an NQO,  shall not be less than 80% of the Fair  Market
Value of a Share on the date such NQO is granted.

                  (b) The Committee  shall, in its  discretion,  fix the term of
each option, provided that the maximum length of the term of each option granted
hereunder shall be 10 years and provided


                                       -3-
<PAGE>

further that the provisions of Subsection 6(j) hereof shall be applicable to the
grant of ISOs to Employees therein identified.

                  (c) If a holder of an option  dies while he is employed by the
Company or a Subsidiary  or, if the Committee so determines in its discretion at
the time such option is granted or at any time  thereafter,  within three months
after the  termination  of such  employment  by reason  of  retirement  with the
written  consent of the Company or a Subsidiary,  such option may, to the extent
that the holder of the option was  entitled to exercise  such option on the date
of his  death,  be  exercised  during  a period  after  his  death  fixed by the
Committee  in its  discretion  at the time such option is granted or at any time
thereafter,  but in no event to exceed one year, by his personal  representative
or representatives or by the person or persons to whom the holder's rights under
the  option  shall  pass by  will  or by the  applicable  laws  of  descent  and
distribution;  provided,  however  no  option  granted  under  the  Plan  may be
exercised to any extent by anyone after its stated expiration date.

                  (d) In the event that a holder of an option shall  voluntarily
retire or quit his  employment  without the written  consent of the Company or a
Subsidiary  or if the Company shall  terminate the  employment of a holder of an
option for cause, the options held by such holder shall forthwith terminate.  If
a holder of an option shall  voluntarily  retire or quit his employment with the
written  consent of the Company or a  Subsidiary  or if the  employment  of such
holder shall have been  terminated  by the Company or a  Subsidiary  for reasons
other than  cause,  such  holder may  unless  his option  shall have  previously
expired pursuant to the provisions hereof, exercise his option at any time prior
to the first to occur of the  expiration  of the original  option  period or the
expiration of a period after termination of employment fixed by the Committee in
its discretion at the time the option is granted or at any time thereafter,  but
in no event to  exceed  three  months,  to the  extent  of the  number of Shares
subject to such option that were  purchasable  by him on the date of termination
of his  employment.  Options granted under the Plan shall not be affected by any
change of employment so long as the holder thereof continues to be an Employee.

                  (e) Anything to the contrary contained herein or in any option
agreement  executed and  delivered  hereunder,  no option  shall be  exercisable
unless  and until the Plan  shall  have been  approved  by  stockholders  of the
Company in accordance with Section 13 hereof.

                  (f) Each option shall be nonassignable and  nontransferable by
the  option  holder  otherwise  than  by  will or by the  laws  of  descent  and
distribution  and shall be exercisable  during the lifetime of the option holder
solely by him; provided,  however, that options may be transferred pursuant to a
qualified


                                       -4-
<PAGE>

domestic  relations  order (as  defined  in the Code or Title I of the  Employee
Retirement Income Security Act, or the rules promulgated thereunder).

                  (g) An option  holder  desiring to  exercise  an option  shall
exercise  such  option  by  delivering  to the  Company  written  notice of such
exercise, specifying the number of Shares to be purchased, together with payment
of the  purchase  price  therefor;  provided,  however  that  no  option  may be
exercised in part with respect to fewer than 100 Shares,  except to purchase the
remaining  Shares  purchasable  under  such  option.  Payment  shall  be made as
follows: (i) in United States dollars by cash or by check, certified check, bank
draft or money order payable to the order of the Company; (ii) at the discretion
of the  Committee,  by  delivering  to the Company  Shares  already owned by the
option  holder and having a Fair Market  Value on the date of exercise  equal to
the exercise  price or a  combination  of such Shares and cash;  or (iii) by any
other proper method specifically approved by the Committee.

                  (h) In order to assist an option  holder with the  acquisition
of Shares  pursuant to the  exercise of an option  granted  under the Plan,  the
Committee may, in its discretion and subject to the  requirements  of applicable
statutes, rules and regulations,  whenever, in its judgment, such assistance may
reasonably be expected to benefit the Company,  authorize, either at the time of
the grant of the option or thereafter  (i) the extension of a loan to the option
holder by the  Company,  (ii) the payment by the option  holder of the  purchase
price of the Shares in  installments,  or (iii) the guaranty by the Company of a
loan  obtained by the option  holder from a third  party.  The  Committee  shall
determine  the  terms of any  such  loan,  installment  payment  arrangement  or
guaranty,  including  the interest  rate and other terms of  repayment  thereof.
Loans, installment payment arrangements and guaranties may be authorized with or
without  security and the maximum  amount  thereof shall be the option price for
the Shares being acquired plus related interest payments.

                  (i) The aggregate Fair Market Value (determined at the time an
ISO is granted) of the Shares as to which an Employee may first exercise ISOs in
any one calendar year under all incentive  stock option plans of the Company and
its Subsidiaries may not exceed $100,000.

                  (j) An ISO may be granted  to an  Employee  owning,  or who is
considered  as owning by applying  the rules of  ownership  set forth in Section
424(d) of the Code,  over 10% of the total combined  voting power of all classes
of stock of the Company or any Subsidiary if the option price of such ISO equals
or  exceeds  110% of the  Fair  Market  Value  of a Share on the date the ISO is
granted and such ISO expires not more than five years after the date of grant.


                                       -5-
<PAGE>

7.       Adjustments Upon Changes in Capitalization

                  (a) Subject to any required  regulatory  approval,  new option
rights may be  substituted  for the option rights granted under the Plan, or the
Company's duties as to options  outstanding under the Plan may be assumed,  by a
corporation other than the Company,  or by a parent or subsidiary of the Company
or such corporation, in connection with any merger, consolidation,  acquisition,
sale of all or substantially all assets, separation, reorganization, liquidation
or like  occurrence  in which  the  Company  is  involved.  Notwithstanding  the
foregoing or the  provisions of Subsection  7(b) hereof,  in the event that such
corporation,  or parent or subsidiary of the Company or such  corporation,  does
not  substitute  new option  rights for, and  substantially  equivalent  to, the
option rights granted hereunder,  or assume the option rights granted hereunder,
the option rights granted  hereunder shall  terminate and thereupon  become null
and void  (i)  upon  dissolution  or  liquidation  of the  Company,  or  similar
occurrence,  (ii)  upon  any  merger,  consolidation,  acquisition,  separation,
reorganization,  or  similar  occurrence,  in which  the  Company  will not be a
surviving  entity or (iii) upon a transfer  of all or  substantially  all of the
assets of the  Company  or more than 80% of the  outstanding  Shares;  provided,
however,  that each option holder shall have the right  immediately  prior to or
concurrently  with  such  dissolution,   liquidation,   merger,   consolidation,
acquisition, sale of all or substantially all assets, separation, reorganization
or similar occurrence, to exercise any unexpired option rights granted hereunder
whether or not then  exercisable.  If the exercise of the foregoing right by the
holder of an ISO would be deemed to result in a violation of the  provisions  of
Subsection  6(i) of the  Plan,  then,  without  further  act on the  part of the
Committee  or the option  holder,  such ISO shall be deemed an NQO to the extent
necessary to avoid any such violation.

                  (b) The existence of  outstanding  options shall not affect in
any way the  right  or  power  of the  Company  or its  shareholders  to make or
authorize any or all adjustments,  recapitalizations,  reorganizations  or other
changes in the Company's  capital  structure or its  business,  or any merger or
consolidation of the Company,  or any issuance of Shares or subscription  rights
thereto,  or any merger or  consolidation  of the  Company,  or any  issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Shares or the rights thereof,  or the dissolution or liquidation of the Company,
or any sale or  transfer  of all or any part of its assets or  business,  or any
other corporate act or proceeding,  whether of a similar character or otherwise;
provided,  however,  that if the outstanding Shares shall at any time be changed
or exchanged by declaration  of a stock  dividend,  stock split,  combination of
shares or recapitalization, the number and kind of Shares subject to the Plan or
subject to any options  theretofore  granted,  and the option  prices,  shall be
appropriately and equitably adjusted so as to


                                       -6-
<PAGE>

maintain the  proportionate  number of Shares  without  changing  the  aggregate
option price.

                  (c)  Adjustments  under  this  Section  7 shall be made by the
Committee whose determination as to what adjustments, if any, shall be made, and
the extent thereof, shall be final.

8.       Privileges of Stock Ownership

                  No option holder shall be entitled to the  privileges of stock
ownership as to any Shares not actually issued and delivered to him.

9.       Securities Regulation

                  (a) Each option shall be subject to the requirement that if at
any time the Board of Directors or Committee  shall in its discretion  determine
that the listing,  registration or  qualification  of the Shares subject to such
option  upon any  securities  exchange or under any Federal or state law, or the
approval  or  consent of any  governmental  regulatory  body,  is  necessary  or
desirable in connection with the issuance or purchase of Shares thereunder, such
option  may  not  be  exercised  in  whole  or  in  part  unless  such  listing,
registration,  qualification,  approval or consent  shall have been  effected or
obtained  free from any  conditions  not  reasonably  acceptable to the Board of
Directors or Committee.

                  (b)  Unless at the time of the  exercise  of an option and the
issuance of the Shares thereby  purchased by any option holder  hereunder  there
shall  be in  effect  as to such  Shares  a  Registration  Statement  under  the
Securities  Act and the rules and  regulations  of the  Securities  and Exchange
Commission,  or there shall be  available  an  exemption  from the  registration
requirements  of the Securities  Act, the option holder  exercising  such option
shall  deliver  to the  Company  at the  time  of  exercise  a  certificate  (i)
acknowledging that the Shares so acquired may be "restricted  securities" within
the meaning of Rule 144  promulgated  under the Securities  Act, (ii) certifying
that he is  acquiring  the Shares  issuable  to him upon such  exercise  for the
purpose of  investment  and not with a view to their sale or  distribution;  and
(iii) containing such option holder's agreement that such Shares may not be sold
or otherwise disposed of except in accordance with applicable  provisions of the
Securities  Act.  The  Company  shall  not  be  required  to  issue  or  deliver
certificates  for  Shares  until  there  shall  have  been  compliance  with all
applicable laws,  rules and regulations,  including the rules and regulations of
the Securities and Exchange Commission.


                                       -7-
<PAGE>

10.      Employment or Retention of Option Holders

                  Nothing  contained  in the  Plan  or in any  option  agreement
executed and delivered  thereunder shall confer upon any option holder any right
to continue in the employ or  retention of the Company or any  Subsidiary  or to
interfere  with the right of the Company or any  Subsidiary  to  terminate  such
employment or retention at any time.

11.      Withholding; Disqualifying Disposition

                  (a) The Company  shall deduct and withhold  from any salary or
other  compensation  for  employment  services  of an option  holder all amounts
required  to  satisfy  withholding  tax  liabilities  arising  from the grant or
exercise of an option under the Plan or the acquisition or disposition of Shares
acquired upon exercise of any such option.

                  (b) In the case of  disposition  by an option holder of Shares
acquired upon exercise of an ISO within (i) two years after the date of grant of
such ISO,  or (ii) one year after the  transfer  of such  Shares to such  option
holder,  such option  holder  shall give  written  notice to the Company of such
disposition  not later than 30 days after the occurrence  thereof,  which notice
shall include all such  information  as may be required by the Company to comply
with applicable  provisions of the Code and shall be in such form as the Company
shall from time to time determine.

                  (c) In the  discretion  of the  Committee  and in  lieu of the
deduction  and  withholding  provided for in subsection  (a) above,  the Company
shall deduct and withhold Shares otherwise  issuable to the option holder having
a Fair Market Value on the date income is recognized pursuant to the exercise of
an option equal to the amount required to be withheld.

12.      Amendment, Suspension and Termination of the Plan

                  Subject  to any  required  regulatory  approval,  the Board of
Directors or  Committee  may at any time amend,  suspend or terminate  the Plan,
provided  that,  except as set forth in  Section 7 above,  no  amendment  may be
adopted without the approval of stockholders that would:

                  (a) increase the number of Shares that may be issued  pursuant
to the exercise of options granted under the Plan;

                  (b)  permit  the grant of an ISO under the Plan with an option
price  less than 100% of the Fair  Market  Value of the  Shares at the time such
option is granted;

                  (c) change the provisions of Section 4;


                                       -8-
<PAGE>

                  (d) extend the term of an option or the period during which an
option may be granted under the Plan; or

                  (e)  decrease  an option  exercise  price  (provided  that the
foregoing does not preclude the  cancellation  of an option and a new grant at a
lower exercise price without stockholder approval).

Unless the Plan shall theretofore have been terminated by the Board of Directors
or Committee,  the Plan shall  terminate on September 16, 2006. No option may be
granted  during the term of any  suspension of the Plan or after  termination of
the Plan.  The  amendment  or  termination  of the Plan shall not,  without  the
written consent of the option holder to be affected,  alter or impair any rights
or obligations under any option theretofore  granted to such option holder under
the Plan.

13.      Effective Date

                  The  effective  date of the Plan shall be September  17, 1996,
subject to its approval by  stockholders of the Company not later than September
16, 1997.


                                       -9-