AMENDED AND RESTATED STOCK OPTION PLAN

 EXHIBIT 10.7

                              NATIONAL MRO, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN

     Purposes of and Benefits  Under the Plan.  This Amended and Restated  Stock
Option Plan (the "Plan")  amends,  restates and  consolidates  the National MRO,
Inc. Incentive Stock Option Plan and 1990  Non-Qualified  Stock Option Plan. The
Plan is intended  to  encourage  stock  ownership  by  employees,  officers  and
directors  (whether or not they are  employees) of and  consultants  to NATIONAL
MRO, INC., its divisions,  Subsidiary  corporations and Parent corporations (the
"Corporation"),  so that they may acquire or increase their proprietary interest
in the  Corporation,  to (i)  induce  qualified  persons  to  become  employees,
officers  or  directors  of or  consultants  to  the  Corporation;  (ii)  reward
employees,  directors,  and consultants for past services to the Corporation and
(iii)  encourage such persons to remain in the employ of or associated  with the
Corporation  and to put forth maximum efforts for the success of the business of
the Corporation.

     It is intended that options  granted by the  Committee  pursuant to Section
6(a) of this Plan shall constitute  "incentive stock options"  ("Incentive Stock
Options")  within the meaning of Section 422 of the Code, and options granted by
the  Committee   pursuant  to  Section  6(b)  of  this  Plan  shall   constitute
"non-qualified stock options" ("Non-qualified Stock Options").

     Any options granted under this Plan prior to this amendment and restatement
and  outstanding  at the time this Plan is adopted by the Board shall  remain in
force and effect but shall be governed by the terms of this Plan.

     1. Definitions. As used in this Plan, the following words and phrases shall
have the meanings indicated:

          (a) "Board" means the Board of Directors of the Corporation.

          (b) "Code" means  Internal  Revenue Code of 1986, as amended from time
to time.

          (c)  "Committee"  means the  Compensation  Committee  appointed by the
Board, if one has been appointed.  If no Committee has been appointed,  the term
"Committee" shall mean the Board.

          (d) "Common Stock" mean the Corporation's $.01 par value common stock.

          (e)  "Disability"  means a  Recipient's  inability  to  engage  in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous  period of not less than 12 months,  or
such other meaning ascribed in Section 22(e)(3) or any successor provision of

the  Code.  If  the  Recipient  has a  disability  insurance  policy,  the  term
"Disability"  shall be as defined therein;  provided that said definition is not
inconsistent  with the  meaning  ascribed in Section  22(e)(3) or any  successor
provision of the Code.

          (f) "Exchange Act" means  Securities  Exchange Act of 1934, as amended
from time to time.

          (g) "Fair Market  Value" per share as of a  particular  date means the
last sale price of the  Corporation's  Common  Stock as  reported  on a national
securities exchange or on the NASDAQ National Market System or, if the quotation
for the last sale reported is not available for the Corporation's  Common Stock,
the  average of the  closing bid and asked  prices of the  Corporation's  Common
Stock as reported by NASDAQ or on the electronic bulletin board or, if none, the
National  Quotation  Bureau,  Inc.'s "Pink  Sheets" or, if such  quotations  are
unavailable,  the value  determined  by the  Committee  in  accordance  with its
discretion in making a bona fide, good faith determination of fair market value.
Fair Market Value shall be determined  without regard to any  restriction  other
than a restriction which, by its terms, never will lapse.

          (h) "Option" means either an Incentive Stock Option or a Non-qualified
Stock Option, or either or both of them.

          (i) "Option  Price" means the  purchase  price of the shares of Common
Stock covered by an Option determined in accordance with Section 7(c) hereunder.

          (j) "Parent" means any corporation which is a "parent  corporation" as
defined in Section 424(e) of the Code, with respect to the Corporation.

          (k) "Plan" means this Amended and Restated Stock Option Plan.

          (l) "Recipient"  means any person granted an Option hereunder  whether
such grant occurred before or after this amendment and restatement.

          (m) "Securities Act" means the Securities Act of 1933, as amended from
time to time.

          (n)  "Subsidiary"   means  any  corporation  which  is  a  "subsidiary
corporation"  as  defined  in Section  424(f) of the Code,  with  respect to the
Corporation.

     2. Administration.

          (a) The Plan shall be  administered  by the  Committee.  The Committee
shall have the authority in its discretion, subject to and not inconsistent with
the express  provisions of the Plan, to administer  the Plan and to exercise all
the powers and authorities either specifically conferred under

                                       -2-

the Plan or necessary or advisable in the administration of the Plan,  including
the authority to grant  Options;  to determine  which Options shall be Incentive
Stock Options and which shall be Non- qualified Stock Options;  to determine the
vesting  schedules  and other  restrictions,  if any,  relating to  Options;  to
determine  the Option Price;  to determine the persons to whom,  and the time or
times at which,  Options shall be granted;  to determine the number of shares to
be covered  by each  Option;  to  determine  Fair  Market  Value per  share;  to
interpret  the Plan;  to  prescribe,  amend and  rescind  rules and  regulations
relating  to the Plan;  to  determine  the terms and  provisions  of the  Option
agreements (which need not be identical) entered into in connection with Options
granted under the Plan; and to make all other determinations deemed necessary or
advisable for the  administration of the Plan. The Committee may delegate to one
or more of its members or to one or more agents such administrative duties as it
may deem  advisable,  and the  Committee or any person to whom it has  delegated
duties as aforesaid may employ one or more persons to render advice with respect
to any responsibility the Committee or such person may have under the Plan.

          (b) Options  granted under the Plan shall be evidenced by duly adopted
resolutions  of the  Committee  included  in the minutes of the meeting at which
they are adopted or in a unanimous written consent.

          (c) With respect to persons subject to Section 16 of the Exchange Act,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or any successor  regulation under the Exchange Act. To
the extent any  provision  of this Plan or action by the  Committee  fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed  advisable by the  Committee.  Any Option granted  hereunder  which would
subject or subjects  the  Recipient  to  liability  under  Section  16(b) of the
Exchange Act is void ab initio as if it had never been granted.

          (d) No member of the  Committee  or the Board  shall be liable for any
action taken or determination made in good faith with respect to the Plan or any
Option granted hereunder.

     3. Eligibility.

          (a) Subject to certain limitations  hereinafter set forth, Options may
be  granted  to  employees,  officers  and  directors  (whether  or not they are
employees) of and consultants to the Corporation.  In determining the persons to
whom  Options  shall be  granted  and the number of shares to be covered by each
Option,  the  Committee  shall take into  account  the duties of the  respective
persons,  their  present  and  potential  contributions  to the  success  of the
Corporation  and such other  factors as the  Committee  shall deem  relevant  to
accomplish the purposes of the Plan.

          (b) A Recipient shall be eligible to receive more than one grant of an
Option during the term of the Plan, on the terms and subject to the restrictions
herein set forth.

                                       -3-

     4. Stock Reserved.

          (a) The stock subject to Options  hereunder  shall be shares of Common
Stock.  Such shares,  in whole or in part, may be authorized but unissued shares
or shares that shall have been or that may be reacquired by the Corporation. The
aggregate  number of shares of Common  Stock as to which  Options may be granted
from time to time under the Plan (the  "Available  Shares")  initially shall not
exceed  565,922  shares.  The  number of  Available  Shares  shall be subject to
adjustment as provided in Section 7(i) hereof.

          (b) If any outstanding Option under the Plan for any reason expires or
is terminated  without having been exercised in full, the shares of Common Stock
allocable to the unexercised  portion of such Option shall become  available for
subsequent  grants of  Options  under the Plan,  unless the Plan shall have been
terminated.

     5. Stock Options

          (a) Incentive Stock Options.

               (1) Options granted pursuant to this Section 6(a) are intended to
constitute Incentive Stock Options and shall be subject to the following special
terms and conditions,  in addition to the general terms and conditions specified
in Section 7 hereof.  Only employees of the Corporation (as the term "employees"
is defined for the purposes of the Internal  Revenue  Code) shall be entitled to
receive Incentive Stock Options.

               (2) The aggregate  Fair Market Value  (determined  as of the date
the  Incentive  Stock  Option is  granted)  of the  shares of Common  Stock with
respect to which  Incentive  Stock Options granted under this and any other plan
of the  Corporation  or any Parent  corporation  or Subsidiary  corporation  are
exercisable for the first time by an Recipient  during any calendar year may not
exceed the amount set forth in Section  422(d) of the Code, as amended from time
to time.

               (3) Incentive  Stock Options granted under this Plan are intended
to satisfy all requirements for incentive stock options under Section 422 of the
Code and the Treasury  Regulations  thereunder  and,  notwithstanding  any other
provision of this Plan, the Plan and all Incentive  Stock Options  granted under
it shall be so  construed,  and all contrary  provisions  shall be so limited in
scope and effect  and,  to the extent  they  cannot be so limited  they shall be
void, except as otherwise provided in Section 14 hereof.

          (b)  Non-Qualified  Stock Options.  Options  granted  pursuant to this
Section 6(b) are intended to constitute Non-qualified Stock Options and shall be
subject only to the general terms and conditions specified in Section 7 hereof.

                                       -4-

     6. Terms and  Conditions of Options.  Each Option  granted  pursuant to the
Plan shall be evidenced by a written Option  agreement  between the  Corporation
and the Recipient, which agreement shall be in substantially the form of Exhibit
A hereto as modified from time to time by the Committee in its  discretion,  and
which shall comply with and be subject to the following terms and conditions:

          (a) Number of Shares.  Each Option agreement shall state the number of
shares of Common Stock covered by the Option.

          (b) Type of Option. Each Option agreement shall specifically  identify
the portion,  if any, of the Option which  constitutes an Incentive Stock Option
and the portion, if any, which constitutes a Non-qualified Stock Option.

          (c) Option Price.  Each Option agreement shall state the Option Price,
which  shall  be  determined  by the  Committee  subject  only to the  following
restrictions:

               (1) The Option Price of any  Incentive  Stock Option shall be not
less  than 100% of the Fair  Market  Value per share on the date of grant of the
Option;  provided,  however,  that any Incentive  Stock Option granted under the
Plan to a person owning more than ten percent of the total combined voting power
of the Common Stock shall have an Option Price of not less than 110% of the Fair
Market Value per share on the date of grant of the Incentive Stock Option.

               (2) Any  Non-qualified  Stock Option granted under the Plan shall
be at a price no less than 80% of the Fair Market Value per share on the date of
grant thereof.

               (3) The Option Price shall be subject to  adjustment  as provided
in Section 7(i) hereof.

          (d) Term of  Option.  Each  Option  agreement  shall  state the period
during and times at which the Option shall be exercisable; provided, however:

               (1) The date on which the Committee adopts a resolution expressly
granting an Option shall be considered  the day on which such Option is granted,
unless a future date is  specified in the  resolution;  provided,  however,  the
Recipient  shall have no rights under the grant until the Recipient has executed
an Option agreement with respect to such Option.

               (2)  Except as  further  restricted  in  paragraph  7(d)(3),  the
exercise period shall not exceed ten years from the date of grant of the Option.

               (3) Incentive  Stock Options granted to a person owning more than
ten  percent  of the total  combined  voting  power of the  Common  Stock of the
Corporation shall be for no more than five years.

                                       -5-

               (4) The  Committee  shall have the  authority  to  accelerate  or
extend the  exercisability of any outstanding Option at such time and under such
circumstances  as it, in its sole  discretion,  deems  appropriate.  No exercise
period may be extended to increase the term of the Option  beyond ten years from
the date of the grant.

               (5) The exercise  period shall be subject to earlier  termination
as  provided  in  Sections  7(f)  and 7(g)  hereof  and,  furthermore,  shall be
terminated  upon surrender of the Option by the holder thereof if such surrender
has been authorized in advance by the Committee.

          (e) Method of Exercise and Medium and Time of Payment.

               (1) An Option may be  exercised  as to any or all whole shares of
Common Stock as to which it then is exercisable.

               (2) Each  exercise  of an Option  granted  hereunder,  whether in
whole or in part, shall be by written notice to the secretary of the Corporation
designating the number of shares as to which the Option is being exercised,  and
shall be  accompanied  by payment in full of the Option  Price for the number of
shares so  designated,  together  with any  written  statements  required by any
applicable securities laws.

               (3) The Option  Price shall be paid in cash,  in shares of Common
Stock having a Fair Market Value equal to such Option Price or in property or in
a  combination  of cash,  shares and  property  and,  subject to approval of the
Committee, may be effected in whole or in part (A) with monies received from the
Corporation at the time of exercise as a compensatory cash payment,  or (B) with
monies borrowed from the Corporation  pursuant to repayment terms and conditions
as shall be determined  from time to time by the Committee,  in its  discretion,
separately  with  respect  to each  exercise  of an Option  and each  Recipient;
provided,  however,  that each such  method and time for  payment  and each such
borrowing and the terms and conditions of repayment shall be permitted by and be
in compliance with applicable law.

               (4) The Committee shall have the sole and absolute  discretion to
determine whether or not property other than cash or Common Stock may be used to
purchase the shares of Common Stock hereunder and, if so, to determine the value
of the property received.

               (5)  Applicable  withholding  taxes  shall be paid in the  manner
specified by Section 8 hereof.

          (f)  Termination.  Except as  provided  herein,  an Option  may not be
exercised  unless the Recipient  then is an employee,  officer or director of or
consultant to the  Corporation or a Subsidiary of or Parent to the  Corporation,
and unless the Recipient has remained  continuously  as an employee,  officer or
director  of or  consultant  to the  Corporation  since the date of grant of the
Option.

                                       -6-

               (1)  If  the  Recipient  ceases  to be an  employee,  officer  or
director of, or consultant to, the  Corporation or a Subsidiary or Parent to the
Corporation  (other than by reason of death,  Disability or  retirement),  other
than for  cause,  all  Options  theretofore  granted to such  Recipient  but not
theretofore  exercised shall terminate three months after the date the Recipient
ceased to be an  employee,  officer  or  director  of,  or  consultant  to,  the
Corporation.

               (2)  If  the  Recipient  ceases  to be an  employee,  officer  or
director of, or consultant to, the  Corporation or a Subsidiary or Parent to the
Corporation by reason of termination for cause, all Options  theretofore granted
to such Recipient but not  theretofore  exercised  shall  terminate  thirty days
after the date the Recipient  ceases to be an employee,  officer or director of,
or consultant to, the Corporation.

               (3) Nothing in the Plan or in any Option granted  hereunder shall
confer  upon an  individual  any  right to  continue  in the  employ of or other
relationship  with the Corporation or interfere in any way with the right of the
Corporation  to terminate  such  employment  or other  relationship  between the
individual and the Corporation.

          (g) Death, Disability or Retirement of Recipient. If a Recipient shall
die  while  an  employee,  officer  or  director  of  or  a  consultant  to  the
Corporation,  or if the  Recipient's  employment,  officer or director status or
consulting relationship,  shall terminate by reason of Disability or retirement,
all Options  theretofore  granted to such  Recipient,  whether or not  otherwise
exercisable,  unless earlier  terminated in accordance with their terms,  may be
exercised  by the  Recipient  or by the  Recipient's  estate or by a person  who
acquired  the right to  exercise  such  Options  by bequest  or  inheritance  or
otherwise by reason of the death or  Disability  of the  Recipient,  at any time
within  one year  after  the date of  death,  Disability  or  retirement  of the
Recipient;  provided,  however, that in the case of Incentive Stock Options such
one-year period shall be limited to three months in the case of retirement.

          (h)  Transferability  Restriction.  (1) Options granted under the Plan
shall  not be  transferable  other  than by will or by the laws of  descent  and
distribution or pursuant to a qualified  domestic  relations order as defined by
the Code or Title I of the Employee  Retirement  Income Security Act of 1974, or
the rules  thereunder.  Options  may be  exercised,  during the  lifetime of the
Recipient,   only  by  the   Recipient   and   thereafter   only  by  his  legal
representative.

               (2) Any attempted  sale,  pledge,  assignment,  hypothecation  or
other transfer of an Option  contrary to the  provisions  hereof and the levy of
any  execution,  attachment or similar  process upon an Option shall be null and
void and  without  force or effect  and shall  result  in a  termination  of the
Option.

               (3)(A) As a  condition  to the  transfer  of any shares of Common
Stock issued upon exercise of an Option granted under this Plan, the Corporation
may  require an opinion of  counsel,  satisfactory  to the  Corporation,  to the
effect that such transfer will not be in violation of the Securities Act or any

                                      -7-

other applicable securities laws or that such transfer has been registered under
federal and all applicable state  securities laws. (B) Further,  the Corporation
shall be authorized to refrain from delivering or transferring  shares of Common
Stock issued under this Plan until the Committee  determines  that such delivery
or transfer will not violate  applicable  securities  laws and the Recipient has
tendered  to the  Corporation  any  federal,  state  or  local  tax  owed by the
Recipient as a result of exercising  the Option or disposing of any Common Stock
when  the  Corporation  has a legal  liability  to  satisfy  such  tax.  (C) The
Corporation  shall not be liable for  damages  due to delay in the  delivery  or
issuance of any stock certificate for any reason whatsoever,  including, but not
limited to, a delay caused by listing requirements of any securities exchange or
the National Association of Securities Dealers, or any registration requirements
under the Securities  Act, the Exchange Act, or under any other state or federal
law, rule or regulation.  (D) The Corporation is under no obligation to take any
action or incur any  expense in order to  register  or qualify  the  delivery or
transfer  of shares of  Common  Stock  under  applicable  securities  laws or to
perfect any exemption from such registration or qualification.  (E) Furthermore,
the  Corporation  will not be liable to any  Recipient for failure to deliver or
transfer  shares of Common Stock if such failure is based upon the provisions of
this paragraph.

          (i) Effect of Certain Changes.

               (1) If there is any  change  in the  number  of  shares of Common
Stock through the declaration of stock dividends,  or through a recapitalization
resulting in stock  splits,  or  combinations  or exchanges of such shares,  the
number of shares of Common  Stock  available  for Options and the number of such
shares covered by outstanding  Options,  and the exercise price per share of the
outstanding  Options,  shall be  proportionately  adjusted by the  Committee  to
reflect any increase or decrease in the number of issued shares of Common Stock;
provided,  however,  that any fractional  shares  resulting from such adjustment
shall be eliminated.

               (2) In the event of the proposed  dissolution  or  liquidation of
the Corporation,  or any corporate  separation or division,  including,  but not
limited to,  split-up,  split-off or spin-off,  merger or  consolidation  of the
Corporation with another corporation, or any sale or transfer by the Corporation
of all or substantially all its assets or any tender offer or exchange offer for
or the acquisition, directly or indirectly, by any person or group for more than
50% of the then outstanding voting securities of the Corporation,  the Committee
may provide that the holder of each Option then exercisable shall have the right
to exercise  such Option (at its then current  Option Price) solely for the kind
and  amount  of shares of stock  and  other  securities,  property,  cash or any
combination  thereof  receivable upon such dissolution,  liquidation,  corporate
separation or division,  merger or consolidation,  sale or transfer of assets or
tender  offer or exchange  offer,  by a holder of the number of shares of Common
Stock for which such Option might have been exercised  immediately prior to such
dissolution,  liquidation,  or  corporate  separation  or  division,  merger  or
consolidation,  sale or transfer of assets or tender offer or exchange offer; or
in the  alternative the Committee may provide that each Option granted under the
Plan shall  terminate as of a date fixed by the  Committee;  provided,  however,
that not less than 30 days' written notice of the date so fixed shall be given

                                       -8-

to each  Recipient,  who shall  have the  right,  during  the  period of 30 days
preceding  such  termination,   to  exercise  the  Option  to  the  extent  then
exercisable.  To the extent that Section 422(d) of the Code would not permit the
provisions of this  paragraph (2) to apply to any  outstanding  Incentive  Stock
Options,  such Incentive Stock Options shall  immediately upon the occurrence of
the event  described in this  paragraph  (2), be treated for all purposes of the
Plan as Non-qualified Stock Options and shall be immediately exercisable as such
as provided in this paragraph (2).

               (3)  Paragraph  (2) of this  Section  7(i)  shall  not apply to a
merger or  consolidation  in which the Corporation is the surviving  corporation
and  shares of Common  Stock are not  converted  into or  exchanged  for  stock,
securities  of  any  other  corporation,  cash  or any  other  thing  of  value.
Notwithstanding the preceding  sentence,  in case of any consolidation or merger
of another  corporation  into the  Corporation  in which the  Corporation is the
surviving  corporation  and in  which  there  is a  reclassification  or  change
(including  a  change  which  results  in the  right  to  receive  cash or other
property) of the shares of Common  Stock  (other than a change in par value,  or
from par value to no par value,  or as a result of a subdivision or combination,
but  including  any change in such shares into two or more  classes or series of
shares),  the  Committee  may  provide  that  the  holder  of each  Option  then
exercisable shall have the right to exercise such Option solely for the kind and
amount  of shares of stock  and  other  securities  (including  those of any new
direct or indirect Parent of the Corporation), property, cash or any combination
thereof receivable upon such reclassification,  change,  consolidation or merger
by the  holder of the  number of shares of Common  Stock for which  such  Option
might have been exercised.

               (4) If there is a change in the Common  Stock of the  Corporation
as presently constituted,  which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different  par value
or without par value,  the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.

               (5) To the extent that the foregoing  adjustments relate to stock
or  securities  of the  Corporation,  such  adjustments  shall  be  made  by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive,  provided that each Incentive Stock Option granted  pursuant to this
Plan  shall not be  adjusted  in a manner  that  causes  such  option to fail to
continue to qualify as an Incentive  Stock Option  within the meaning of Section
422 of the Code, except as otherwise provided in Section 7(i)(2) hereof.

               (6)  Except as  expressly  provided  in this  Section  7(i),  the
Recipient shall have no rights by reason of any subdivision or  consolidation of
shares of stock of any class or the  payment of any stock  dividend or any other
increase  or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or split-up, split-off
or  spin-off  of assets or stock of  another  corporation;  and any issue by the
Corporation  of shares of stock of any class,  or  securities  convertible  into
shares of stock of any class,  shall not  affect,  and no  adjustment  by reason
thereof  shall be made with  respect to, the number or price of shares of Common
Stock  subject to the  Option.  The grant of an Option  under the Plan shall not
affect in any way the  right or power of the  Corporation  to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structures or to merge or to consolidate  or to dissolve,  liquidate or sell, or
transfer all or part of its business or assets.

                                       -9-

          (j) Rights as Shareholder - Non-Distributive Intent.

               (1)  Neither  a person to whom an  Option  is  granted,  nor such
person's legal representative,  heir, legatee or distributee, shall be deemed to
be the holder of, or to have any rights of a holder with  respect to, any shares
of Common Stock  subject to such Option until after the Option is exercised  and
the shares are issued to the person exercising such Option.

               (2)  Upon  exercise  of an  Option  at a time  when  there  is no
registration statement in effect under the Securities Act relating to the shares
issuable  upon  exercise,  shares  may be  issued to the  Recipient  only if the
Recipient  represents and warrants in writing to the Corporation that the shares
purchased  are  being  acquired  for  investment  and  not  with a  view  to the
distribution thereof and provides the Corporation with sufficient information to
establish an exemption from the registration requirements of the Securities Act.
A form of subscription agreement is attached hereto as Exhibit B.

               (3) No shares  shall be  issued  upon the  exercise  of an Option
unless and until  there  shall  have been  compliance  with any then  applicable
requirements of the Securities and Exchange Commission,  or any other regulatory
agencies having jurisdiction over the Corporation.

               (4) No  adjustment  shall  be made  for  dividends  (ordinary  or
extraordinary, whether in cash, securities or other property) or distribution or
other  rights  for  which  the  record  date is  prior to the  date  such  stock
certificate is issued, except as provided in Section 7(i) hereof.

          (k) Other  Provisions.  Option agreements  evidencing  Options granted
under  the  Plan  shall  contain  such  other  provisions,   including,  without
limitation,  (i) the imposition of restrictions  upon the exercise of an Option,
and  (ii)  in the  case of an  Incentive  Stock  Option,  the  inclusion  of any
condition not  inconsistent  with such Option  qualifying as an Incentive  Stock
Option, as the Committee shall deem advisable.

     7.  Agreement by Recipient  Regarding  Withholding  Taxes.  Each  Recipient
agrees that the  Corporation,  to the extent permitted or required by law, shall
deduct a sufficient  number of shares due to the Recipient  upon exercise of the
Option to allow the  Corporation  to pay  federal,  state and local taxes of any
kind  required by law to be withheld  upon the  exercise of such Option from any
payment of any kind otherwise due to the Recipient. The Corporation shall not be
obligated  to advise any  Recipient  of the  existence  of any tax or the amount
which the Corporation will be so required to withhold.

                                      -10-

     8. Term of Plan.  Options may be granted  under this Plan from time to time
until May 31,  2000,  which is ten years  from the date the Plan  (prior to this
amendment and restatement) was originally adopted by the Board.

     9.  Amendment and  Termination  of the Plan.  The Committee at any time and
from time to time may suspend,  terminate,  modify or amend the Plan.  Except as
provided  in  Section 7 hereof,  no  suspension,  termination,  modification  or
amendment of the Plan may adversely affect any Option previously granted, unless
the written consent of the Recipient is obtained.

     10.  Assumption.  Subject  to Section  7, the terms and  conditions  of any
outstanding Options granted under this Plan shall be assumed by, be binding upon
and shall inure to the benefit of any successor  corporation to the  Corporation
and  continue  to be  governed  by,  to the  extent  applicable,  the  terms and
conditions  of this  Plan.  Such  successor  corporation  may but  shall  not be
obligated to assume this Plan.

     11. Termination of Right of Action. Every right of action arising out of or
in  connection  with  the Plan by or on  behalf  of the  Corporation,  or by any
shareholder of the Corporation against any past, present or future member of the
Board,  or against any  employee,  or by an employee  (past,  present or future)
against  the  Corporation,  irrespective  of the place  where an  action  may be
brought  and of the place of  residence  of any such  shareholder,  director  or
employee,  will cease and be barred by the  expiration  of three  years from the
date of the act or  omission in respect of which such right of action is alleged
to have risen or such shorter period as may be provided by law.

     12. Tax  Litigation.  The  Corporation  shall  have the right,  but not the
obligation,   to  contest,   at  its  expense,   any  tax  ruling  or  decision,
administrative or judicial,  on any issue which is related to the Plan and which
the Committee  believes to be important to holders of Options  granted under the
Plan and to conduct any such contest or any  litigation  arising  therefrom to a
final decision.

     13. Adoption.

          (a)  This  Plan  was  approved  by  the  Board  of  Directors  of  the
Corporation on April 3, 1995.

          (b) This Plan was approved by the  shareholders  of the Corporation on
May 5, 1996.

                               NATIONAL MRO, INC.

                                             By  /S/  MICHAEL I. RUXIN
                                                -------------------------------
                                                 Michael I. Ruxin, President

                                      -11-

                                                                      Exhibit A

                                     FORM OF
                             STOCK OPTION AGREEMENT
                             ----------------------

     STOCK OPTION AGREEMENT made as of this ___ day of _______,  199__,  between
NATIONAL  MRO,   INC.,  a  Colorado   corporation   (the   "Corporation"),   and
________________ (the "Recipient").

     In accordance with its Stock Option Plan (the "Plan"),  a copy of which has
been  provided to the  Recipient and is  incorporated  herein by reference,  the
Corporation  desires,  in  connection  with the  services of the  Recipient,  to
provide the Recipient with an opportunity to acquire $.01 par value common stock
("Common  Stock") of the Corporation on favorable terms and thereby increase the
Recipient's  proprietary  interest in the  Corporation  and as  incentive to put
forth maximum  efforts for the success of the business of the  Corporation.  All
capitalized terms not otherwise defined herein shall be as defined in the Plan.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein set forth and other good and valuable consideration,  the Corporation and
the Recipient agree as follows:

     Confirmation  of  Grant  of  Option.  Pursuant  to a  determination  of the
Committee  (as  defined  in the Plan) made on  ____________,  19__ (the "Date of
Grant"),  the  Corporation,  subject  to the  terms  of  the  Plan  and of  this
Agreement,  confirms that the Recipient irrevocably has been granted on the Date
of Grant, as a matter of separate  inducement and agreement,  and in addition to
and not in lieu of salary or other  compensation  for services,  [an Incentive/a
Non-qualified]  Stock Option pursuant to Section 6 of the Plan (the "Option") to
purchase  an  aggregate  of  ______  shares  of  Common  Stock on the  terms and
conditions  herein set forth,  subject to  adjustment as provided in Paragraph 9
hereof.

     1. Option Price.  The Option Price per share of Common Stock covered by the
Option will be $_____ (the "Option  Price") subject to adjustment as provided in
Paragraph 9 hereof.

     2.  Vesting  of  Option.  This  Option  shall  vest as to 20% of the shares
covered  hereby on the one year  anniversary  of the Date of Grant.  Thereafter,
this Option shall vest as to an  additional  20% of the shares  covered  hereby,
cumulatively,  on the second,  third,  fourth and fifth anniversary dates of the
Date of Grant.

     3.  Exercise of Option.  Except as  otherwise  provided in Section 7 of the
Plan and Paragraph 3 above,  this Option may be exercised in whole or in part at
any time during the term of the Option,  provided,  however,  no portion of this
Option shall be exercisable  (i) after the  expiration of the term thereof,  and

(ii)  unless the holder  shall at the time of  exercise  have been an  employee,
officer or director of or a  consultant  to the  Corporation  for a period of at
least six months.

     The Option may be exercised, as provided in this Paragraph 4, by notice and
payment to the Corporation as provided in Paragraph 9 hereof and Section 7(e) of
the Plan, subject to the limitations of Paragraph 10 below.

     4. Term of Option. The term of the Option will be through __________, ____,
subject to earlier  termination or  cancellation  as provided in this Agreement.
Except as otherwise  provided in Paragraphs 8 and 9 hereof,  the Option will not
be  exercisable  unless the  Recipient  shall,  at the time of  exercise,  be an
employee, officer or director of or consultant to the Corporation.

     The holder of the Option will not have any rights to dividends or any other
rights of a  shareholder  with respect to any shares of Common Stock  subject to
the Option until such shares shall have been  purchased  through the exercise of
the  Option  and  has  been  evidenced  on the  stock  transfer  records  of the
Corporation maintained by the Corporation's transfer agent.

     5. Transferability Restriction. The Option may not be assigned, transferred
or  otherwise  disposed  of, or pledged or  hypothecated  in any way (whether by
operation of law or otherwise)  except in strict compliance with Section 7(h) of
the Plan. Any assignment,  transfer, pledge,  hypothecation or other disposition
of the Option or any attempt to make any such levy of  execution,  attachment or
other process will cause the Option to terminate  immediately upon the happening
of any such event,  provided,  however,  that any such termination of the Option
under the foregoing provisions of this Paragraph 6 will not prejudice any rights
or remedies which the Corporation may have under this Agreement or otherwise.

     6.  Exercise  Upon  Termination.  The  Recipient's  rights to exercise this
Option upon  termination  of employment or cessation as an officer,  director or
consultant shall be as set forth in Section 7(f) of the Plan.

     7. Death, Disability or Retirement of Recipient.  The Recipient's rights to
exercise  this Option upon the death,  Disability or retirement of the Recipient
shall be as set forth in Section 7(g) of the Plan.

     8.  Adjustments.  The  Option  shall  be  subject  to  adjustment  upon the
occurrence of certain events as set forth in Section 7(i) of the Plan.

     9. No Registration Obligation. The Recipient understands that the Option is
not registered  under the  Securities  Act of 1933, as amended (the  "Securities
Act") and the Corporation has no obligation to register under the Securities Act
the Option or any of the shares of Common Stock subject to and issuable upon the
exercise  of the  Option.  The  Recipient  represents  that the  Option is being
acquired by him for investment and acknowledges that all certificates for the

                                       -2-

shares issued upon exercise of the Option will bear the following  legend unless
such shares are registered under the Securities Act prior to their issuance:

          The shares  represented  by this  Certificate  have not been
          registered under the Securities Act of 1933 (the "Securities
          Act"),  and are  "restricted  securities"  as  that  term is
          defined in Rule 144 under the Securities Act. The shares may
          not be  offered  for  sale,  sold or  otherwise  transferred
          except pursuant to an effective registration statement under
          the   Securities  Act  or  pursuant  to  an  exemption  from
          registration  under the Securities Act, the  availability of
          which  is to be  established  to  the  satisfaction  of  the
          Company.

     The  Recipient  further  understands  and  agrees  that the  Option  may be
exercised only if at the time of such exercise the Recipient and the Corporation
are able to establish the existence of an exemption from registration  under the
Securities Act and applicable state laws.

     10. Notices.  Each notice relating to this Agreement will be in writing and
delivered in person or by certified mail to the proper  address.  Notices to the
Corporation  shall  be  addressed  to the  Corporation  c/o  Michael  I.  Ruxin,
President, at 12600 W. Colfax, Suite A-500, Lakewood, Colorado 80215. Notices to
the  Recipient or other  person or persons then  entitled to exercise the Option
shall be  addressed  to the  Recipient  or such  other  person or persons at the
Recipient's address below specified.  Anyone to whom a notice may be given under
this  Agreement  may  designate  a new  address by notice to that  effect  given
pursuant to this Paragraph 11.

     11.  Approval of Counsel.  The  exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the  Corporation's  counsel  of all legal  matters in  connection  therewith,
including compliance with the requirements of the Securities Act, the Securities
Exchange Act of 1934, as amended,  applicable  state  securities laws, the rules
and regulations  thereunder,  and the  requirements  of any national  securities
exchange or association upon which the Common Stock then may be listed.

     12. Benefits of Agreement.  This Agreement will inure to the benefit of and
be binding upon each successor and assign of the  Corporation.  All  obligations
imposed upon the Recipient and all rights granted to the Corporation  under this
Agreement will be binding upon the Recipient's heirs, legal  representatives and
successors.

     13. Governmental and Other Regulations.  The exercise of the Option and the
Corporation's  obligation to sell and deliver shares upon the exercise of rights
to purchase  shares is subject to all applicable  federal and state laws,  rules
and regulations,  and to such approvals by any regulatory or governmental agency
which, in the opinion of counsel for the Corporation, may be required.

     14.  Conflicts with the Plan. If any provision in this Agreement  conflicts
with a provision in the Plan, the Plan shall govern.

                                  -3-

     Executed  in the name and on behalf of the  Corporation  by one of its duly
authorized officers and by the Recipient all as of the date first above written.

                                         NATIONAL MRO, INC.

                                         By
                                            -----------------------------------
                                             Michael I. Ruxin, President

     The undersigned  Recipient  understands the terms of this Option  Agreement
and  acknowledges  receipt  of a copy of the Plan and  hereby  agrees  to comply
therewith.

Date __________ ___, 19__                  _______________________________
                                           Recipient: _____________________
                                           Tax ID Number:_________________
                                           Address:  _____________________
                                           ===============================

                                       -4-

                                                                      Exhibit B

                                     FORM OF
                             SUBSCRIPTION AGREEMENT
                             ----------------------

     THE  SECURITIES OF NATIONAL MRO, INC.  BEING  SUBSCRIBED  FOR HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND ARE RESTRICTED  SECURITIES" AS
THAT  TERM IS  DEFINED  IN RULE 144  UNDER THE ACT.  THE  SECURITIES  MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE  TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE  ACT,  OR  PURSUANT  TO  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE ACT, THE  AVAILABILITY  OF WHICH IS TO BE ESTABLISHED TO
THE SATISFACTION OF THE COMPANY.

     IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST  RELY  ON  THEIR  OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING,  INCLUDING THE MERITS AND RISKS  INVOLVED.  THESE  SECURITIES HAVE NOT
BEEN  RECOMMENDED  BY ANY FEDERAL OR STATE  SECURITIES  COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY  AND RESALE
AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  AND THE APPLICABLE STATE SECURITIES LAWS,  PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.

     This  Subscription  Agreement is entered for the purpose of the Undersigned
acquiring  _____________  shares  of  the  $.01  par  value  common  stock  (the
"Securities") of NATIONAL MRO, INC., a Colorado  corporation (the "Corporation")
from the  Corporation  upon the  exercise of an Option  pursuant to the National
MRO, Inc. Stock Option Plan (the "Plan").  It is understood  that exercise of an
Option at a time when no registration  statement  relating  thereto is effective
under the Securities Act of 1933, as amended (the  "Securities  Act") can not be
completed  until  the  Undersigned  executes  this  Subscription  Agreement  and
delivers it to the  Corporation,  and then such  exercise is  effective  only in
accordance with the terms of the Plan and this Subscription Agreement.

     In connection with the  Undersigned's  acquisition of the  Securities,  the
Undersigned represents and warrants to the Corporation as follows:

     1. The  Undersigned  has been  provided,  and has  reviewed  all  available
reports  filed by the  Corporation  pursuant to the  Securities  Exchange Act of
1934, including (without limitation) the Corporation's most recent annual report
on Form 10-K (or Form 10-KSB) for the most recently-  completed  fiscal year and
all Forms 10-Q (or Forms  10-QSB) for the quarters  subsequent to the end of the
most recent fiscal year, the Plan, and such other information as the Undersigned
may have  requested  of the  Corporation  regarding  its  business,  operations,
management,  and financial  condition (all of which is referred to herein as the
"Available Information").

     2. The  Corporation  has  given  the  Undersigned  the  opportunity  to ask
questions of and to receive  answers from  persons  acting on the  Corporation's
behalf  concerning  the  terms  and  conditions  of  this  transaction  and  the
opportunity to obtain any additional information regarding the Corporation,  its
business and financial condition which the Corporation  possesses or can acquire
without unreasonable effort or expense.

     3. The Securities are being acquired by the Undersigned for his own account
and not on behalf  of any other  person or  entity.  The  Undersigned's  present
financial  condition is such that it is unlikely  that it would be necessary for
the  Undersigned to dispose of any portion of the Securities in the  foreseeable
future.

     4. The Undersigned  understands  that the Securities  being acquired hereby
have not been  registered  under  the  Securities  Act or any  state or  foreign
securities  laws, and are and will continue to be restricted  securities  within
the  meaning  of  Rule  144 of the  General  Rules  and  Regulations  under  the
Securities Act and applicable  state statutes,  and consents to the placement of
an appropriate  restrictive legend or legends on any certificates evidencing the
Securities and any certificates  issued in replacement or exchange  therefor and
acknowledges  that the Corporation will cause its stock transfer records to note
such restrictions.

     5. By the Undersigned's  execution below, it is acknowledged and understood
that the  Corporation  is relying upon the accuracy and  completeness  hereof in
complying with certain obligations under applicable securities laws.

     6. This Agreement  binds and inures to the benefit of the  representatives,
successors and permitted assigns of the respective parties hereto.

                                       -2-

     7.  The  Undersigned  acknowledges  and  agrees  that the  Corporation  has
withheld ___________ shares for the payment of taxes as a result of the exercise
of an Option in satisfaction of federal withholding taxes.

                                          (Undersigned)

______________, 19__                      ____________________________
                                          Recipient: _________________
                                          Tax ID Number:______________
                                          Address:  __________________
                                          ============================

                                       -3-

                       AMENDMENT TO THE NATIONAL MRO, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN

         The second  sentence in Section 4(a) of the National  MRO,  Inc.  Stock
Option Plan hereby is amended to read as follows:

         The aggregate  number of shares of Common Stock as to which Options may
         be granted from time to time under the Plan ("Available  Shares") shall
         not exceed 565,922 shares.

         This   amendment  was  approved  by  the  Board  of  Directors  of  the
Corporation on April 3, 1995.

         This amendment was approved by the  shareholders  of the Corporation on
May 5, 1995.

                                        NATIONAL MRO, INC.

                                         By:  /S/  MICHAEL I. RUXIN
                                             ----------------------------------
                                              Michael I. Ruxin, President

                   SECOND AMENDMENT TO THE NATIONAL MRO, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN

         The second  sentence in Section 4(a) of the National  MRO,  Inc.  Stock
Option Plan hereby is amended to read as follows:

         The aggregate  number of shares of Common Stock as to which Options may
         be granted from time to time under the Plan ("Available  Shares") shall
         not exceed 1,234,279 shares.

         This   amendment  was  approved  by  the  Board  of  Directors  of  the
Corporation on May 7, 1996.

         This amendment was approved by the  shareholders  of the Corporation on
May 29, 1996. 

Basic Info X:

Name: AMENDED AND RESTATED STOCK OPTION PLAN
Type: Stock Option Plan
Date: Sept. 11, 1996
Company: GLOBAL MED TECHNOLOGIES INC
State: Colorado

Other info:

Date:

  • May 31 , 2000
  • May 5 , 1996
  • April 3 , 1995
  • May 5 , 1995
  • May 7 , 1996
  • May 29 , 1996

Organization:

  • National MRO , Inc. Incentive Stock Option Plan
  • NASDAQ National Market System
  • Corporation 's Common Stock
  • National Quotation Bureau , Inc.
  • Conditions of Options
  • Fair Market Value
  • Incentive Stock Options
  • Time of Payment
  • National Association of Securities Dealers
  • Effect of Certain Changes
  • Securities and Exchange Commission
  • Termination of Right of Action
  • Confirmation of Grant of Option
  • Date of Grant
  • Disability or Retirement of Recipient
  • General Rules and Regulations
  • Board of Directors of the Corporation

Location:

  • Lakewood
  • Colorado

Money:

  • $ .01

Person:

  • W. Colfax
  • Michael I. Ruxin

Percent:

  • 100 %
  • 110 %
  • 80 %
  • ten percent
  • 50 %
  • 20 %