EXHIBIT 10.2

EAC 1995 Stock Option Plan

      1.   Objectives.  The EAC 1995 Stock Option Plan (the "Plan") is
designed to attract and retain executives and other selected employees
whose skills and talents are important to the Company's operations, and
reward them for making major contributions to the success of the Company. 
These objectives are accomplished by making long-term incentive awards
under the Plan, thereby providing Participants with a proprietary interest
in the growth and performance of the Company.

      2.   Definitions.

      (a)  "Award" - The grant of a stock option, to a Plan Participant
pursuant to such terms, conditions, performance requirements, and
limitations as the Committee may establish in order to fulfill the
objectives of the Plan.

      (b)  "Award Agreement" - An agreement between the Company and a
Participant that sets forth the terms, conditions, performance
requirements, and limitations applicable to an Award.

      (c)  "Board" - The Board of Directors of EAC.

      (d)  "Capital Stock" or "stock" - Authorized and issued or unissued,
$__________ par value, capital stock of the Company.

      (e)  "Code" - The Internal Revenue Code of 1986, as amended from
           time to time.

      (f)  "Committee" - The committee designated by the Board to
administer the Plan.  The Committee shall be constituted to permit the Plan
to comply with Rule 16b-3 promulgated under the Securities Exchange Act of
1934 or any successor rule.  No member of the Committee may receive Awards
under the Plan, other than in accordance with Section 7 hereof.

      (g)  "Company" - EAC Industries, Inc. ("EAC") and its subsidiaries
including subsidiaries of subsidiaries and partnerships and other business
ventures in which EAC has a significant equity interest, as determined in
the sole discretion of the Committee.

      (h)  "Fair Market Value" - The average of the high and low sale
prices of Capital Stock as reported by the National Association of
Securities Dealers Automatic Quotation System ("NASDAQ") for the date in
question, provided that, if no sales of Capital Stock were made on that
date, the average of the closing bid and asked quotations for the Capital
Stock on such date, as reported by the NASDAQ.



      (i)  "Non-Employee Director" - A member of the Board of Directors
who is not, nor in the preceding twelve months has been, an employee of the
Company.

      (j)  "Participant" - An employee of the Company or a member of the
Board to whom an Award has been made under the Plan.

      3.   Eligibility.  Employees of the Company eligible for an Award
under the Plan are those who hold positions of responsibility and whose
performance, in the judgment of the Committee can have a significant effect
on the success of the Company.

      4.   Capital Stock Available for Awards.  The number of shares that
may be issued under the Plan for Awards granted during the term of the Plan
is 230,000.  Capital Stock related to Awards that are forfeited,
terminated, expire unexercised, settled in such manner that all or some of
the shares covered by the Award are not issued of the shares covered by the
Award are not issued to a Participant, shall immediately become available
for Awards.

      5.   Administration.  The Plan shall be administered by the
Committee, which shall have full and exclusive power to interpret the Plan,
to grant waivers of Award restrictions, and to adopt such rules,
regulations and guidelines for carrying out the Plan as it may deem
necessary or proper, all of which powers shall be executed in the best
interests of the Company and in keeping with the objectives of the Plan.  

      6.   Awards.  Awards shall be made in the form of stock options. 
The Committee shall set forth in the related Award Agreement the terms,
conditions, performance requirements, and/or limitations applicable to each
Award; provided, that in no event shall any option granted hereunder be
exercisable more than ten years after the date of grant. No Participant may
receive Awards of stock options in any calendar year which, in the
aggregate, relate to more than 75,000 shares. Stock options granted
hereunder shall be limited a grant of a right to purchase a specified
number of shares of Capital Stock the purchase price of which shall not be
less than 100% of Fair Market Value on the date of grant of such right, as
determined by the Committee.  A stock option may be in the form of an
incentive stock option ("ISO") which, in addition to being subject to
applicable terms, conditions and limitations established by the Committee,
complies with Section 422 of the Code which, among other limitations
provides that the aggregate Fair Market Value (determined at the time the
option is granted) of Capital Stock for which ISO's are exercisable for the
first time by a Participant during any calendar year shall not exceed
$100,000; that ISO's shall be priced at not less than 100% of the Fair
Market Value on the date of the grant; and that ISO's shall be exercisable
for a period of not more than ten years.  The number of shares of stock
that shall be available for ISO's granted under the Plan is limited to
230,000.

      7.   Awards to Non-Employee Directors.  On the date of each annual
meeting of shareholders of the Company occurring on or after the Effective
Date of the Plan, each Non-Employee Director who is a Non-Employee Director
after such meeting of shareholders shall be granted an Option to purchase
2,500 shares of Capital Stock at a purchase price per share equal to

                                    2



the Fair Market Value of a share of Stock on the date of grant of such
Option.  Each such Option shall be exercisable in full six months after the
date of grant and shall be exercisable for a period of ten years.  Except
as provided in this Section 7, no Non-Employee Director shall be eligible
to be granted any other Awards under this Plan.  The maximum number of
Options that may be granted to all Non-Employee Directors shall not exceed
30% of shares covered by the Plan.

      8.   Stock Option Exercise.  The price at which shares of Capital
Stock may be purchased under a Stock Option shall be paid in full at the
time of the exercise in cash or, if permitted by the Committee, by means of
tendering previously-owned Capital Stock valued at Fair Market Value on the
date of exercise, or any combination thereof.  The Committee shall
determine acceptable methods for tendering Capital Stock and may impose
such conditions on the use of Capital Stock to exercise a Stock Option as
it deems appropriate.

      9.   Tax Withholding.  The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the time of
delivery shares under the Plan, an appropriate number of shares for payment
of taxes required by law or to take such other action as may be necessary
in the opinion of the Company to satisfy all obligations for withholding of
such taxes.  If Capital Stock is used to satisfy tax withholding, such
stock shall be valued based on the Fair Market when the tax withholding is
required to be made.

      10.  Amendment, Modification, Suspension or Discontinuance of the
Plan.  The Board may amend, modify, suspend or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for
any other purpose permitted by law; provided that the formula set forth in
Section 7 hereof shall not be amended more than once in any six-month
period.  Subject to changes in law or other legal requirements that would
permit otherwise, the Plan may not be amended without the consent of the
holders of a majority of the shares of Capital Stock the outstanding, to
(a) increase the aggregate number of shares of Capital Stock that may be
issued under the Plan (except for adjustments pursuant to Section 13 of the
Plan), (b) decrease the option price, (c) materially modify the
requirements as to eligibility for participation in the Plan, (d) withdraw
administration of the Plan from the Committee, or (e) extend the period
during which Awards may be granted.

      11.  Termination of Employment.  If the employment of a Participant
terminates, all unexercised Awards shall terminate 90 days after the date
employment terminated, unless the Award Agreement provides otherwise.

      When a Participant's employment terminates (a) as a result of
retirement with management approval in accordance with the terms of a
Company retirement plan, (b) as a result of resignation from the Company
and, in the judgment of the chief executive officer or other senior
officers designated by the Company, the acceleration and/or continuation of
outstanding Awards would be in the best interests of the Company, or (c) in
the event of a Participant's death or disability, the Committee may (in the
form of an Award Agreement or otherwise) (i) authorize, where appropriate,
the acceleration and/or continuation of all or any part of Awards granted

                                    3



prior to such termination and (ii) permit the exercise and vesting of such
Awards for such period as may be set forth in the applicable Award
Agreement.  Rights to any such outstanding Awards shall pass by will or the
laws of descent and distribution in the following order: (A) to
beneficiaries so designated by the Participant; if none, then (B) to a
legal representative of the Participant; if none, then (C) to the persons
entitled thereto as determined by a court of competent jurisdiction.  

      12.  Nonassignability.  Except pursuant to Section 11, no Award
shall be assignable or transferable, or payable to or exercisable by,
anyone other than the Participant to whom it was granted.

      13.  Adjustments.  In the event of any change in the outstanding
Capital Stock of the Company by reason of a stock split, stock dividend,
combination or reclassification of shares, recapitalization, merger, or
similar event, the Committee may adjust proportionally (a) the number of
shares of Capital Stock (i) reserved under the Plan, (ii) available for
ISO's and Awards to Non-Employee Directors, (iii) for which Awards may be
granted to an individual Participant, and (iv) covered by outstanding
Awards; (b) the stock prices related to outstanding Awards and (c) the
appropriate Fair Market Value and other price determinations for such
Awards.  In the event of any change affecting the Capital Stock or any
distribution (other than normal cash dividends) to holders of Capital
Stock, such adjustments as may be deemed equitable by the Committee,
including adjustments to avoid fractional shares, shall be made to give
proper effect to such event.  In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization
or liquidation, the Committee shall be authorized to issue or assume Stock
Options, whether or not in a transaction to which Section 424(a) of the
Code applies, by means of substitution of new Stock Options for previously
issued Stock Options or an assumption of previously issued Stock Options.

      14.  Governing Law.   The Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by the
laws of the United States, shall be governed by the laws of the State of
New York and construed accordingly.

      15.  Effective and Termination Dates.  The Plan shall become
effective on the date it is approved by the holders of a majority of the
shares of Capital Stock then outstanding.  The Plan shall terminate ten
years later, subject to earlier termination by the Board pursuant to
Section 10, after which no Awards may be made under the Plan, but any such
terminations shall not affect Awards then outstanding or the authority of
the Committee to continue to administer the Plan.

                                    4