Stock Option Agreement

The Transfer of This Agreement Is Subject To

by EGL, Inc.
July 5th, 2000

   1
                                                                    Exhibit 10.1

                                                                [Execution Copy]

                  THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO
                   CERTAIN PROVISIONS CONTAINED HEREIN AND TO
                        THE RESALE RESTRICTIONS UNDER THE
                       SECURITIES ACT OF 1933, AS AMENDED


                             STOCK OPTION AGREEMENT


         This STOCK OPTION AGREEMENT dated as of July 2, 2000 is by and between
Circle International Group, Inc., a Delaware corporation ("Issuer"), and EGL,
Inc., a Texas corporation ("Grantee").

                                    RECITALS

                  The Grantee, the Issuer and EGL Delaware I, Inc., a Delaware
corporation ("Merger Sub"), propose to enter into an Agreement and Plan of
Merger (the "Merger Agreement") providing, among other things, for the merger
(the "Merger") pursuant to the Merger Agreement of Merger Sub with and into the
Issuer, which shall be the surviving corporation.

                  As a condition and inducement to Grantee's willingness to
enter into the Merger Agreement, Grantee has requested that Issuer agree, and
Issuer has agreed, to grant Grantee the Option (as defined below).

                  The Board of Directors of Issuer has approved the Merger
Agreement, the Merger and this Agreement and has recommended approval of the
Merger Agreement by the holders of common stock, par value $1.00 per share, of
Issuer ("Issuer Common Stock").

                  The Board of Directors of Grantee has approved the Merger
Agreement, the Merger and this Agreement and has recommended approval of the
Merger Agreement by its shareholders.

                  NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein and in the Merger Agreement, Issuer and Grantee agree as follows:

                  1. Capitalized Terms. Those capitalized terms used but not
defined herein that are defined in the Merger Agreement are used herein with the
same meanings as ascribed to them therein. Those capitalized terms used in this
Agreement that are not defined in the Merger Agreement are defined in Annex A
hereto and are used herein with the meanings ascribed to them therein.


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                  2.       The Option.

                  (a) Grant of Option. Subject to the terms and conditions set
forth herein, Issuer hereby grants to Grantee an irrevocable option to purchase
up to a number of shares of Issuer Common Stock, together with any shares
theretofore issued pursuant to the Option, equal to 10.1% of the sum of (i) the
number of shares of Issuer Common Stock issued and outstanding as of the Closing
Date (as defined below) and (ii) the number of shares of Issuer Common Stock
issuable as of the Closing Date pursuant to any options, warrants, calls,
subscriptions, convertible securities or other rights, agreements or commitments
which obligate the Issuer to issue such shares (the "Option Shares"), at the
Exercise Price.

                  (b) Exercise Price. The exercise price (the "Exercise Price")
per Option Share of the Option shall be the average of the closing prices (or,
if such securities should not trade on any trading day, the average of the bid
and asked prices therefor on such day) of common stock, par value $.001 per
share, of Grantee as reported on the Nasdaq National Market during the 20
consecutive trading days ending on (and including) the fifth trading day
immediately prior to the Notice Date (as defined below) or, if such shares are
not quoted thereon, on the principal trading market (as defined in Regulation M
under the Exchange Act) on which such shares are traded as reported by a
recognized source during such 20 trading day period.

                  (c) Term. The Option shall be exercisable at any time and from
time to time following the occurrence of an Exercise Event and shall remain in
full force and effect until the earliest to occur of (i) the Effective Time,
(ii) April 15, 2001 and (iii) termination of the Merger Agreement in accordance
with its terms unless the Issuer is obligated to pay the fee specified in
Section 9.5 of the Merger Agreement in connection with such termination (the
"Option Term"). If the Option is not theretofore exercised, the rights and
obligations set forth in this Agreement shall terminate at the expiration of the
Option Term. Issuer shall notify Grantee promptly in writing of the occurrence
of any Exercise Event, it being understood that the giving of such notice by
Issuer shall not be a condition to the right of Grantee to exercise the Option
or for an Exercise Event to have occurred.

                  (d) Exercise of Option.

                  (i) Grantee may exercise the Option, in whole or in part, at
any time and from time to time during the Option Term. Notwithstanding the
expiration of the Option Term, Grantee shall be entitled to purchase those
Option Shares with respect to which it has exercised the Option in accordance
with the terms hereof prior to the expiration of the Option Term.

                  (ii) If Grantee wishes to exercise the Option, it shall send a
written notice (an "Exercise Notice") (the date of which being herein referred
to as the "Notice Date") to Issuer specifying (i) the total number of Option
Shares it intends to purchase pursuant to such exercise and (ii) a place and a
date (the "Closing Date") not earlier than three Business Days nor later than 15
Business Days from the Notice Date for the closing of the purchase and sale
pursuant to the Option (the "Closing").


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                  (iii) If the Closing cannot be effected by reason of the
application of any Law, Regulation or Order (including, without limitation, the
HSR Act), the Closing Date shall be extended to the tenth Business Day following
the expiration or termination of the restriction imposed by such Law, Regulation
or Order. Without limiting the foregoing, if prior notification to, or
Authorization of, any Governmental Authority is required in connection with the
purchase of such Option Shares by virtue of the application of such Law,
Regulation or Order, Grantee and, if applicable, Issuer shall promptly file the
required notice or application for Authorization and Grantee, with the
cooperation of Issuer, shall expeditiously process the same.

                  (iv) Issuer shall at all times maintain, free from preemptive
rights, a sufficient number of authorized shares of Issuer Common Stock (and
other securities issuable pursuant hereto) so that the Option may be exercised
without additional authorization of Issuer Common Stock (or such other
securities) after giving effect to all other options, warrants, convertible
securities and other rights to purchase Issuer Common Stock (or such other
securities).

                  (e) Payment and Delivery of Certificates.

                  (i) At each Closing, Grantee shall pay to Issuer in
immediately available funds by wire transfer to a bank account designated by
Issuer an amount equal to the Exercise Price multiplied by the number of Option
Shares to be purchased on such Closing Date.

                  (ii) At each Closing, simultaneously with the delivery of
immediately available funds as provided above, Issuer shall deliver to Grantee a
certificate or certificates representing the Option Shares to be purchased at
such Closing, which Option Shares shall be duly authorized, validly issued,
fully paid and nonassessable and free and clear of all Liens, and Grantee shall
deliver to Issuer its written agreement that Grantee will not offer to sell or
otherwise dispose of such Option Shares in violation of applicable Law or the
provisions of this Agreement.

                  (f) Certificates. Certificates for the Option Shares delivered
at each Closing shall be endorsed with a restrictive legend that shall read
substantially as follows:

         THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT
         TO RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
         AND PURSUANT TO THE TERMS OF A STOCK OPTION AGREEMENT DATED AS OF JULY
         2, 2000. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF
         WITHOUT CHARGE UPON RECEIPT BY THE ISSUER OF A WRITTEN REQUEST
         THEREFOR.

A new certificate or certificates evidencing the same number of shares of Issuer
Common Stock will be issued to Grantee in lieu of the certificate bearing the
above legend, and such new certificate shall not bear such legend, insofar as it
applies to the Securities Act, if Grantee shall have delivered to Issuer a copy
of a letter from the staff of the SEC, or an opinion of counsel in form and
substance reasonably satisfactory to Issuer and its counsel, to the effect that
such legend is not required for purposes of the Securities Act.


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                  (g) Each Option Share purchased pursuant to the Option shall
also include rights with terms substantially the same as and at least as
favorable to Grantee as those share purchase rights or similar securities that
have been issued to other holders of Issuer Common Stock.

                  3. Adjustment Upon Changes in Capitalization, Etc.

                  (a) In the event of any change in Issuer Common Stock by
reason of a stock dividend, split-up, combination, recapitalization, exchange of
shares or similar transaction, the type and number of shares or securities
subject to the Option, and the Exercise Price therefor, shall be adjusted
appropriately, and proper provision shall be made in the agreements governing
such transaction, so that Grantee shall receive upon exercise of the Option the
same class and number of outstanding shares or other securities or property that
Grantee would have received in respect of Issuer Common Stock if the Option had
been exercised immediately prior to such event, or the record date therefor, as
applicable.

                  (b) To the extent any of the provisions of this Agreement
apply to the Exercise Price, they shall be deemed to refer to the Exercise Price
as adjusted pursuant to this Section 3.

                  4. Repurchase at the Option of Grantee.

                  (a) At the request of Grantee made at any time and from time
to time after the occurrence of an Exercise Event and prior to 120 days after
the expiration of the Option Term, Issuer (or any successor thereto) shall, at
the election of Grantee (the "Put Right"), repurchase from Grantee (i) that
portion of the Option relating to all or any part of the Unexercised Option
Shares (or as to which portion the Option has been exercised but the Closing has
not occurred) and (ii) all or any portion of the shares of Issuer Common Stock
purchased by Grantee pursuant hereto and with respect to which Grantee then has
ownership. The date on which Grantee exercises its rights under this Section 4
is referred to as the "Put Date." Subject to Section 7 hereof, such repurchase
shall be at an aggregate price (the "Put Consideration") equal to the sum of:

                           (i) the aggregate Exercise Price paid by Grantee for
                  any Option Shares which Grantee owns and as to which Grantee
                  is exercising the Put Right; plus

                           (ii) (x) the excess, if any, of the Applicable Price
                  over the Exercise Price paid by Grantee for each Option Share
                  as to which Grantee is exercising the Put Right multiplied by
                  (y) the number of such shares; plus

                           (iii) (x) the excess, if any, of (1) the Applicable
                  Price over (2) the Exercise Price multiplied by (y) the number
                  of Unexercised Option Shares as to which Grantee is exercising
                  the Put Right.

                  (b) If Grantee exercises its rights under this Section 4,
Issuer shall, within five Business Days after the Put Date, pay the Put
Consideration to Grantee in immediately available funds, and Grantee shall
surrender to


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Issuer the Option or portion of the Option and the certificates evidencing the
shares of Issuer Common Stock purchased thereunder. Grantee shall warrant to
Issuer that, immediately prior to the repurchase thereof pursuant to this
Section 4, Grantee had sole record and Beneficial Ownership of the Option or
such shares, or both, as the case may be, and that the Option or such shares, or
both, as the case may be, were then held free and clear of all Liens.

                  (c) If the Option has been exercised, in whole or in part, as
to any Option Shares subject to the Put Right but the Closing thereunder has not
occurred, the payment of the Put Consideration shall, to that extent, render
such exercise null and void.

                  (d) Notwithstanding any provision to the contrary in this
Agreement, Grantee may not exercise its rights pursuant to this Section 4 in a
manner that would result in Total Profit of more than the Profit Cap; provided,
however, that nothing in this sentence shall limit Grantee's ability to exercise
the Option for the applicable number of Option Shares in accordance with its
terms.

                  5. Registration Rights.

                  (a) Issuer shall, if requested by Grantee at any time and from
time to time during the Registration Period, as expeditiously as practicable,
prepare, file and cause to be made effective up to two registration statements
under the Securities Act if such registration is required in order to permit the
offering, sale and delivery of any or all shares of Issuer Common Stock or other
securities that have been acquired by or are issuable to Grantee upon exercise
of the Option in accordance with the intended method of sale or other
disposition stated by Grantee, including, at the sole discretion of Issuer, a
"shelf" registration statement under Rule 415 under the Securities Act or any
successor provision, and Issuer shall use all reasonable efforts to qualify such
shares or other securities under any applicable state securities laws. Issuer
shall use all reasonable efforts to cause each such registration statement to
become effective, to obtain all consents or waivers of other parties that are
required therefor and to keep such registration statement effective for such
period not in excess of 180 days from the day such registration statement first
becomes effective as may be reasonably necessary to effect such sale or other
disposition. The obligations of Issuer hereunder to file a registration
statement and to maintain its effectiveness may be suspended for one or more
periods of time not exceeding 90 days in the aggregate if the Board of Directors
of Issuer shall have determined in good faith that the filing of such
registration or the maintenance of its effectiveness would require disclosure of
nonpublic information that would materially and adversely affect Issuer. For
purposes of determining whether two requests have been made under this Section
5, only requests relating to a registration statement that has become effective
under the Securities Act and maintained effective for at least 180 days or such
shorter period required to permit Grantee to dispose of all shares covered
thereby (excluding any shares covered by an over-allotment option) in the manner
contemplated therein shall be counted.

                  (b) The Registration Expenses shall be for the account of
Issuer; provided, however, that Issuer shall not be required to pay any
Registration Expenses with respect to such registration if the registration
request is subsequently withdrawn at the request of Grantee unless Grantee
agrees to forfeit its right to request one registration.

                  (c) Grantee shall provide all information reasonably requested
by Issuer for inclusion in any registration statement to be filed hereunder. If
during the Registration Period Issuer


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shall propose to register under the Securities Act the offering, sale and
delivery of Issuer Common Stock for cash for its own account or for any other
stockholder of Issuer pursuant to a firm underwriting, it shall, in addition to
Issuer's other obligations under this Section 5, allow Grantee the right to
participate in such registration provided that Grantee participates in the
underwriting; provided, however, that, if the managing underwriter of such
offering advises Issuer in writing that in its opinion the number of shares of
Issuer Common Stock requested to be included in such registration exceeds the
number that can be sold in such offering, Issuer shall, after fully including
therein all securities to be sold by Issuer, include the shares requested to be
included therein by Grantee pro rata (based on the number of shares intended to
be included therein) with the shares intended to be included therein by Persons
other than Issuer.

                  (d) In connection with any offering, sale and delivery
ofIssuer Common Stock pursuant to a registration statement effected pursuant to
this Section 5, Issuer and Grantee shall provide each other and each underwriter
of the offering with customary representations, warranties and covenants,
including covenants of indemnification and contribution.

                  6. First Refusal. Subject to the provisions of Section 4, at
any time after the first occurrence of an Exercise Event and prior to the second
anniversary of the first purchase of shares of Issuer Common Stock pursuant to
the Option, if Grantee shall desire to sell, assign, transfer or otherwise
dispose of all or any of the Option Shares or other securities acquired by it
pursuant to the Option, it shall give Issuer written notice of the proposed
transaction (an "Offeror's Notice"), identifying the proposed transferee,
accompanied by a copy of a binding offer to purchase such shares or other
securities signed by such transferee and setting forth the terms of the proposed
transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer,
which may be accepted, in whole but not in part, within 20 Business Days of the
receipt of such Offeror's Notice, on the same terms and conditions and at the
same price at which Grantee is proposing to transfer such shares or other
securities to such transferee. The purchase of any such shares or other
securities by Issuer shall be settled within 10 Business Days of the date of the
acceptance of the offer and the purchase price shall be paid to Grantee in
immediately available funds. If Issuer shall fail or refuse to purchase all the
shares or other securities covered by an Offeror's Notice, Grantee may, within
60 days from the date of the Offeror's Notice, sell all, but not less than all,
of such shares or other securities to the proposed transferee at no less than
the price specified and on terms no more favorable than those set forth in the
Offeror's Notice; provided, however, that the provisions of this sentence shall
not limit the rights Grantee may otherwise have if Issuer has accepted the offer
contained in the Offeror's Notice and wrongfully refuses to purchase the shares
or other securities subject thereto. The requirements of this Section 6 shall
not apply to (a) any disposition as a result of which the proposed transferee
would own beneficially not more than 4.9% of the outstanding voting power of
Issuer, (b) any disposition of Issuer Common Stock or other securities by a
Person to whom Grantee has assigned its rights under the Option with the consent
of Issuer, (c) any sale by means of a public offering registered under the
Securities Act or (d) any transfer to a wholly owned Subsidiary of Grantee which
agrees in writing to be bound by the terms hereof; provided, however, that
Grantee shall be permitted to sell any Option Shares if such sale is made
pursuant to a tender or exchange offer that has been approved or recommended by
a majority of the members of Issuer's Board of Directors.


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                  7. Profit Limitation.

                  (a) Notwithstanding any other provision of this Agreement, in
no event shall Grantee's Total Profit exceed the Profit Cap and, if it otherwise
would exceed such amount, Grantee, at its sole election, shall either (i)
deliver to Issuer for cancellation Option Shares previously purchased by
Grantee, (ii) pay cash or other consideration to Issuer, (iii) reduce the amount
of the fee payable to Grantee under Section 9.5 of the Merger Agreement or (iv)
undertake any combination thereof, so that Grantee's Total Profit shall not
exceed the Profit Cap after taking into account the foregoing actions.

                  (b) Notwithstanding any other provision of this Agreement,
this Stock Option may not be exercised for a number of Option Shares that would,
as of the Notice Date, result in a Notional Total Profit of more than the Profit
Cap, and, if exercise of the Option otherwise would exceed the Profit Cap,
Grantee, at its sole option, may increase the Exercise Price for that number of
Option Shares set forth in the Exercise Notice so that the Notional Total Profit
shall not exceed the Profit Cap; provided, however, that nothing in this
sentence shall restrict any exercise of the Option otherwise permitted by this
Section 7(b) on any subsequent date at the Exercise Price set forth in Section
2(b) if such exercise would not then be restricted under this Section 7(b).

                  8. Listing. If Issuer Common Stock or any other securities
then subject to the Option are then listed on the Nasdaq National Market,
Issuer, upon the occurrence of an Exercise Event, will promptly file an
application to list on the Nasdaq National Market the shares of Issuer Common
Stock or other securities then subject to the Option and will use all reasonable
efforts to cause such listing application to be approved as promptly as
practicable.

                  9. Replacement of Agreement. Upon receipt by Issuer of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Agreement, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Agreement, if mutilated, Issuer, in replacement of this Agreement, will
execute and deliver a new Agreement of like tenor and date.

                  10. Representations and Warranties.

                  (a) Representation and Warranty of Issuer; Authorized Stock.
Issuer hereby represents and warrants to Grantee that Issuer has taken all
necessary corporate and other action to authorize and reserve and, subject to
the expiration or termination of any required waiting period under the HSR Act,
to permit it to issue, and, at all times from the date hereof until the
obligation to deliver Option Shares upon the exercise of the Option terminates,
shall have authorized and reserved for issuance Issuer Common Stock sufficient
for Grantee to exercise the Option, and Issuer has taken all necessary corporate
action to authorize and reserve for issuance all additional Issuer Common Stock
or other securities which may be issued pursuant to Section 2 upon exercise of
the Option. The Issuer Common Stock to be issued upon exercise of the Option,
and all other securities which may be issuable upon exercise of the Option or
any other securities which may be issued pursuant to Section 2, upon issuance
pursuant hereto, will be validly issued, fully paid and nonassessable, and will
be delivered free and clear of all Liens.


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                  (b) Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that any Option Shares or other securities
acquired by Grantee upon exercise of the Option will not be, and the Option is
not being, acquired by Grantee with a view to the public distribution thereof in
violation of any federal or state securities laws. Neither the Option nor any of
the Option Shares will be offered, sold, pledged or otherwise transferred except
in compliance with, or pursuant to a valid exemption from, the registration
requirements of the Securities Act.

                  11. Miscellaneous.

                  (a) Expenses. Except as otherwise provided in the Merger
Agreement or as otherwise expressly provided herein, each of the parties hereto
shall bear and pay all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder, including fees and
expenses of its own financial consultants, investment bankers, accountants and
counsel.

                  (b) Waiver and Amendment. Any provision of this Agreement may
be waived in writing at any time by the party that is entitled to the benefits
of such provision. The waiver by any party hereto of a breach of any provision
hereunder shall not operate or be construed as a waiver of any prior or
subsequent breach of the same or any other provision hereunder. This Agreement
may not be modified, amended, altered or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto.

                  (c) Entire Agreement; No Third Party Beneficiary. This
Agreement (i) (together with the Merger Agreement and the other documents and
instruments referred to herein and therein) constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof and (ii) is not
intended to confer upon any Person other than the parties hereto any rights or
remedies hereunder.

                  (d) Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.

                  (e) Governing Law. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Delaware, without regard
to its rules of conflict of law.

                  (f) Descriptive Headings. The descriptive headings contained
herein are for convenience or reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

                  (g) Notices. All notices and other communications required to
be given hereunder shall be sufficient if in writing, and sent by facsimile
transmission or by courier service (with proof of service), hand delivery or
certified or registered mail (return receipt requested and first-class


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postage prepaid) to the parties at the addresses, or if sent by electronic
transmission to the telecopier numbers, set forth in Section 10.2 of the Merger
Agreement.

                  (h) Counterparts. This Agreement and any amendments hereto may
be executed in counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together constitute one and the
same instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.

                  (i) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder or under the Option shall be sold, assigned
or otherwise disposed of or transferred by either of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
party, except as otherwise provided herein and except that Grantee may assign
this Agreement to a wholly owned Subsidiary of Grantee; provided, however, that
no such assignment shall have the effect of releasing Grantee from its
obligations hereunder. Subject to the preceding sentence, this Agreement shall
be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.

                  (j) Further Assurances. In the event of any exercise of the
Option by Grantee, Issuer and Grantee shall execute and deliver all other
documents and instruments and take all other action that may be reasonably
necessary in order to consummate the transactions provided for by such exercise.

                  (k) Enforcement of Agreement. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof, this being in addition to
any other remedy to which they are entitled at law or in equity.

                  (l) Presence at Meetings. For a period of 18 months from the
date of exercise of the Option, so long as Grantee beneficially owns any Option
Shares, Grantee agrees to be present, in person or represented by proxy, at all
stockholder meetings of Issuer, so that all Option Shares beneficially owned by
Grantee may be counted for the purpose of determining the presence of a quorum
at such meetings.


                            [Signature Page Follows]

                                       -9-
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                  IN WITNESS WHEREOF, Issuer and Grantee have caused this Stock
Option Agreement to be signed by their respective officers thereunto duly
authorized, all as of the day and year first written above.


                                 CIRCLE INTERNATIONAL GROUP, INC.



                                 By:       /s/Peter Gibert
                                    --------------------------------------------
                                 Name:  Peter Gibert
                                      ------------------------------------------
                                 Title:     Chairman and Chief Executive Officer
                                       -----------------------------------------


                                 EGL, INC.


                                 By:       /s/  Elijio V. Serrano
                                    --------------------------------------------
                                 Name:  Elijio V. Serrano
                                      ------------------------------------------
                                 Title:    Chief Financial Officer
                                       -----------------------------------------



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                                                                         ANNEX A

                            SCHEDULE OF DEFINED TERMS

                  The following terms when used in the Stock Option Agreement
shall have the meanings set forth below unless the context shall otherwise
require:

                  "Agreement" shall mean this Stock Option Agreement.

                  "Applicable Price" means the highest of (i) the highest
purchase price per share paid pursuant to a third party's tender or exchange
offer made for shares of Issuer Common Stock after the date hereof and on or
prior to the Put Date, (ii) the price per share to be paid by any third Person
for shares of Issuer Common Stock pursuant to an agreement for a Business
Combination Transaction entered into on or prior to the Put Date, and (iii) the
Current Market Price. If the consideration to be offered, paid or received
pursuant to either of the foregoing clauses (i) or (ii) shall be other than in
cash, the value of such consideration shall be determined in good faith by an
independent nationally recognized investment banking firm jointly selected by
Grantee and Issuer, which determination shall be conclusive for all purposes of
this Agreement.

                  "Authorization" shall mean any and all permits, licenses,
authorizations, orders certificates, registrations or other approvals granted by
any Governmental Authority.

                  "Beneficial Ownership," "Beneficial Owner" and "Beneficially
Own" shall have the meanings ascribed to them in Rule 13d-3 under the Exchange
Act.

                  "Business Combination Transaction" shall mean (i) a
consolidation, exchange of shares or merger of Issuer with any Person, other
than Grantee or one of its Subsidiaries, and, in the case of a merger, in which
Issuer shall not be the continuing or surviving corporation, (ii) a merger of
Issuer with a Person, other than Grantee or one of its Subsidiaries, in which
Issuer shall be the continuing or surviving corporation but the then outstanding
shares of Issuer Common Stock shall be changed into or exchanged for stock or
other securities of Issuer or any other Person or cash or any other property, or
the shares of Issuer Common Stock outstanding immediately before such merger
shall after such merger represent less than 80% of the shares of common stock
and common stock equivalents of Issuer outstanding immediately after the merger
or (iii) a sale, lease or other transfer of all or substantially all the assets
of Issuer to any Person, other than Grantee or one of its Subsidiaries.

                  "Business Day" shall mean a day other than Saturday, Sunday or
a federal holiday.

                  "Closing" shall have the meaning ascribed to such term in
Section 2 herein.

                  "Closing Date" shall have the meaning ascribed to such term in
Section 2 herein.


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   12

                  "Court" shall mean any court or arbitration tribunal of the
United States, any foreign country or any domestic or foreign state, and any
political subdivision thereof, and shall include the European Court of Justice.

                  "Current Market Price" shall mean, as of any date, the average
of the closing prices (or, if such securities should not trade on any trading
day, the average of the bid and asked prices therefor on such day) of Issuer
Common Stock as reported on the Nasdaq National Market during the 20 consecutive
trading days ending on (and including) the fifth trading day immediately prior
to such date or, if the shares of Issuer Common Stock are not quoted thereon, on
the principal trading market (as defined in Regulation M under the Exchange Act)
on which such shares are traded as reported by a recognized source during such
20 trading day period.

                  "Exercise Event" shall mean any of the events giving rise to
the obligation of Issuer to pay the $16 million fee under Section 9.5 of the
Merger Agreement.

                  "Exercise Notice" shall have the meaning ascribed to such term
in Section 2(d) herein.

                  "Exercise Price" shall have the meaning ascribed to such term
in Section 2 herein.

                  "Governmental Authority" shall mean any governmental agency or
authority (other than a Court) of the United States, any foreign country, or any
domestic or foreign state, and any political subdivision thereof, and shall
include any multinational authority having governmental or quasi-governmental
powers.

                  "Law" shall mean all laws, statutes and ordinances of the
United States, any state of the United States, any foreign country, any foreign
state, and any political subdivision thereof, including all decisions of Courts
having the effect of law in each such jurisdiction.

                  "Lien" shall mean any mortgage, pledge, security interest,
adverse claim, encumbrance, lien or charge of any kind (including any agreement
to give any of the foregoing), any conditional sale or other title retention
agreement, any lease in the nature thereof or the filing of or agreement to give
any financing statement under the Laws of any jurisdiction.

                  "Merger Agreement" shall mean that certain Agreement and Plan
of Merger dated as of the date hereof between Grantee, Merger Sub and Issuer.

                  "Notice Date" shall have the meaning ascribed to such term in
Section 2 herein.

                  "Notional Total Profit" shall mean, with respect to any number
of Option Shares as to which Grantee may propose to exercise the Option, the
Total Profit determined as of the date of the Exercise Notice assuming that the
Option were exercised on such date for such number of Option Shares and assuming
such Option Shares, together with all other Option Shares held by Grantee and
its Affiliates as of such date, were sold for cash at the closing market price
for Issuer Common Stock as of the close of business on the preceding trading day
and including all amounts theretofore


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   13

received or concurrently being paid to Grantee pursuant to clauses (i), (ii) and
(iii) of the definition of Total Profit.

                  "Option" shall mean the option granted by Issuer to Grantee
pursuant to Section 2 herein.

                  "Option Shares" shall have the meaning ascribed to such term
in Section 2 herein.

                  "Option Term" shall have the meaning ascribed to such term in
Section 2 herein.

                  "Order" shall mean any judgment, order or decree of any Court
or Governmental Authority, federal, foreign, state or local, of competent
jurisdiction.

                  "Person" shall have the meaning specified in Sections 3(a)(9)
and 13(d)(3) of the Exchange Act.

                  "Profit Cap" shall mean $16 million.

                  "Put Consideration" shall have the meaning ascribed to such
term in Section 4 herein.

                  "Put Date" shall have the meaning ascribed to such term in
Section 4 herein.

                  "Put Right" shall have the meaning ascribed to such term in
Section 4 herein.

                  "Registration Expenses" shall mean the expenses associated
with the preparation and filing of any registration statement pursuant to
Section 5 herein and any sale covered thereby (including any fees related to
blue sky qualifications and filing fees in respect of the National Association
of Securities Dealers, Inc.), but excluding underwriting discounts or
commissions or brokers' fees in respect to shares to be sold by Grantee and the
fees and disbursements of Grantee's counsel.

                  "Registration Period" shall mean, subject to Section 5 hereof,
the period of two years following the first exercise of the Option by Grantee.

                  "Regulation" shall mean any rule or regulation of any
Governmental Authority having the effect of Law or of any rule or regulation of
any self-regulatory organization, such as the NYSE.

                  "Total Profit" shall mean the aggregate (before income taxes)
of the following: (a) the aggregate amount of (i) all amounts received by
Grantee or concurrently being paid to Grantee pursuant to Section 4 for the
repurchase by Issuer of all or part of the unexercised portion of the Option,
(ii) (A) the amounts received by Grantee or concurrently being paid to Grantee
pursuant to Section 4 for the repurchase by Issuer of all or part of the Option
Shares owned by Grantee (or any other securities into which such Option Shares
are converted or exchanged), less (B) Grantee's purchase price for such Option
Shares, (iii) (A) the amounts received by Grantee or concurrently


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   14

being paid to Grantee pursuant to the arm's length sale of all or part of the
Option Shares (or any other securities into which such Option Shares are
converted or exchanged) to any unaffiliated party, including sale made pursuant
to a registration statement under the Securities Act or any exemption therefrom,
less (B) Grantee's purchase price for such Option Shares and (iv) all amounts
received by Grantee from Issuer or concurrently being paid to Grantee pursuant
to Section 9.5 of the Merger Agreement; minus (b) the amount of any cash
theretofore paid to Issuer pursuant to Section 7 plus the value of any Option
Shares theretofore delivered to Issuer for cancellation pursuant to Section 7.

                  "Unexercised Option Shares" shall mean, from and after the
Exercise Date until the expiration of the Option Term, those Option Shares as to
which the Option remains unexercised from time to time.


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