GEOGRAPHICS INC, S-8, 1996-11-26

GEOGRAPHICS INC
S-8, 1996-11-26
PAPER & PAPER PRODUCTS

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As filed with the Securities and Exchange Commission on November 26, 1996

File No. 333-10051

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
-------------------------
THE SECURITIES ACT OF 1933

GEOGRAPHICS, INC.
(Exact name of issuer as specified in its charter)

Wyoming 87-0305614

(State or other jurisdiction (I.R.S. Employer

of incorporation or organization) Identification No.)

1555 Odell Road
Blaine, Washington 98231 98231
(Address of principal executive offices) (Zip Code)

-------------------------

GEOGRAPHICS, INC., 1996 STOCK OPTION PLAN
(Full title of the plan)

-------------------------

RONALD S. DEANS
1555 Odell Road
Blaine Washington 98231
(360) 332-6711
(Name and address of agent for service)

Copy to:

Gayle Coleman, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
(305) 763-1200

-------------------------

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CALCULATION OF REGISTRATION FEE

================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(1) PRICE(1) FEE (1)
================================================================================

Common Stock
(no par value) 1,000,000 shares $3.25 $3,250,000 $985.00

================================================================================

(1) Pursuant to Rule 457(h), the maximum offering price was calculated
based upon the closing price of the Company's Common Stock on November
22, 1996 ($3.25 closing price).

<PAGE>

GEOGRAPHICS, INC.

FORM S-8 ITEM NUMBER
AND CAPTION CAPTION IN PROSPECTUS
-------------------- ---------------------

1. Plan Information Geographics, Inc. 1996
Stock Option Plan

2. Registrant Information and Available Information;
Employee Plan Annual Incorporation by Reference
Information

3. Incorporation by Reference Incorporation by
reference; Exhibits

4. Description of Securities Description of Securities

5. Interests of Named Experts and Interest of Name Experts
Counsel and Counsel

6. Indemnification of Officers and Indemnification of
Directors Directors and Officers

7. Exemption from Registration Exemption from
Claimed Registration Claimed

8. Exhibits Exhibits

9. Undertakings Undertakeings

<PAGE>

PROSPECTUS

GEOGRAPHICS, INC.

1,000,000 SHARES OF COMMON STOCK

(NO PAR VALUE)

Issued Pursuant to the
Geographics, Inc. 1996 Stock Option Plan

This Prospectus is part of a Registration Statement which registers an
aggregate of 1,000,000 shares of Common Stock, no par value (such shares being
collectively referred to as the "Shares") of Geographics, Inc. (the "Company" or
"Geographics") which may be issued, as set forth herein, to officers, directors,
key employees and consultants of the Company pursuant to the exercise of
non-qualified or incentive stock options to purchase up to 1,000,000 shares of
Common Stock under and in accordance with the Geographics, Inc. 1996 Stock
Option Plan (the "Plan"). All of the Options were or will be granted to such
officers, directors and key employees pursuant to individual written options or
employment agreements. Such selling shareholders may sometimes hereafter be
collectively referred to as the "Selling Security Holders." The Company has been
advised by the Selling Security Holders that they may sell all or a portion of
the Shares from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and that such shares
will be sold at market prices prevailing at the time of such sales or at
negotiated prices, and the Company will not receive any proceeds from such sales
except upon exercise of the Options.

No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any distribution of the Shares issuable upon exercise of the Options or
under the terms of the Agreements shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.

-----------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

-----------------------------

This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

The date of this Prospectus is November 26, 1996.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov. The Company's Common
Stock is traded on the OTC Bulletin Board under the symbol "GGIT."

The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to an aggregate of 1,000,000 shares of the
Company's Common Stock, issued or underlying options granted to officers,
directors, key employees or consultants to the Company under the Plan. This
Prospectus, which is Part I of the Registration Statement, omits certain
information contained in the Registration Statement. For further information
with respect to the Company and the shares of the Common Stock offered by this
Prospectus, reference is made to the Registration Statement, including the
exhibits thereto. Statements in this Prospectus as to any document are not
necessarily complete, and where any such document is an exhibit to the
Registration Statement or is incorporated by reference herein, each such
statement is qualified in all respects by the provisions of such exhibit or
other document, to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement, with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon payment of the fees prescribed by the rules and regulations of the
Commission, or examined there without charge.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

1. The Registrant's latest annual report or transitional report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the case of the
Registrant, either (1) the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act

<PAGE>

of 1933, as amended (the "Act"), that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed or
(3) the Registrant's effective registration statement on Form 10 or 30F filed
under the Exchange Act containing audited financial statements for the
Registrant's latest fiscal year.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996; and

3. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.

All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, Geographics,
Inc., 1555 Odell Road, Blaine, Washington 98231, Telephone (360) 332-6711.

<PAGE>

THE COMPANY

The Company, incorporated in 1974 as a Wyoming corporation, is engaged
in the development, manufacturing, marketing and distribution of designer
stationery, "value added papers," lettering, signage, stencil and graphic art
products throughout the United States, Canada, Australia, Europe, Israel and
Mexico. "Value added paper" is paper on which photographs and art images have
been applied during a printing process and then cut to size and includes, for
example, designer stationery, printed business cards, brochures, letterhead,
memo pads and paper cubes. The products manufactured by the Company are divided
into two major product groups: (1) specialty papers and (2) lettering and
signage. The specialty papers group is comprised primarily of designer
stationery and other value added papers. The lettering and signage group
manufactures and distributes rub-on and stock-on lettering, stencils, electronic
moving message signs, ADA (Americans with Disabilities Act) signs in Braille,
and other signage products. The Company's manufacturing facilities,
administrative offices and U.S. sales efforts are based in Blaine, Washington.
The Company also has subsidiaries in Canada, the United Kingdom, and Australia
which perform marketing and distribution functions through Canada, Europe and
Australia.

The Company expects to concentrate its efforts on marketing its
designer stationeries and value added papers throughout North America since the
majority of mass merchandise chains, computer retailers and department stores do
not carry designer stationery or value added paper. Additionally, the Company
intends to diversify its product line which has, in the past, been focused on
lettering and signage products. During fiscal year 1997, the Company will be
introducing educational and motivational products to be sold through the
Company's existing distribution channels and be introduced in new markets. The
Company will also continue to add complementary paper products to its existing
paper product line.

In addition to expanding its product line, the Company believes that
foreign markets may provide additional growth opportunities, and will explore
expanding its marketing efforts in Asia and the Pacific Rim countries. The
Company's administrative office is located at 1555 Odell Road, Blaine,
Washington 98230 (Telephone No. (360) 332-6711; Facsimile No. (360) 332-6352).
The Company's fiscal year end is March 31.

<PAGE>

GEOGRAPHICS, INC. 1996 STOCK OPTION PLAN

INTRODUCTION

The following descriptions summarize certain provisions of the Plan and
the form of agreements to be entered into by recipients of options thereunder.
Such summaries do not purport to be complete and are qualified by reference to
the full text of the Plan and form of agreement. A copy of the Plan is on file
as an exhibit to the Registration Statement of which this Prospectus is a part.
Each person receiving an option under the Plan should read the Plan and related
option agreement in its entirety.

The Company's 1996 Stock Option Plan was adopted by the Board of
Directors on July 8, 1996, effective as of that date and ratified by the
Company's shareholders on August 28, 1996. Under the Plan, the Company has
reserved an aggregate of 1,000,000 shares of Common Stock for issuance pursuant
to options granted under the Plan ("Plan Options"). The purpose of the Plan is
to encourage stock ownership by officers, directors, key employees and
consultants of the Company, and to give such persons a greater personal interest
in the success of the Company's business and an added incentive to continue to
advance and contribute to the Company. The Compensation Committee of the Board
of Directors (the "Committee") of the Company administers the Plan including,
without limitation, the selection of the persons who will be granted Plan
Options under the Plan, the type of Plan Options to be granted, the number of
shares subject to each Plan Option and the Plan Option price.

Plan Options granted under the Plan may either be options qualifying as
incentive stock options ("Incentive Options") under Section 422 of the Internal
Revenue Code of 1986, as amended, or options that do not so qualify
("Non-Qualified Options"). In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the exercise price of the Plan Option with shares of Common Stock owned
by the eligible person and receive a new Plan Option to purchase shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive Option granted under the Plan must provide for an exercise price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant, but the exercise price of any Incentive Option granted to an
eligible employee owning more than 10% of the outstanding Common Stock of the
Company must not be less than 110% of such fair market value as determined on
the date of the grant. The term of each Plan Option and the manner in which it
may be exercised is determined by the Board of Directors or the Committee,
provided that no Plan Option may be exercisable more than 10 years after the
date of its grant and, in the case of an Incentive Option granted

<PAGE>

to an eligible employee owning more than 10% of the Common Stock, no more than
five years after the date of the grant.

ELIGIBILITY

Officers, directors, key employees and consultants of the Company and
its subsidiaries are eligible to receive Non-Qualified Options under the
Geographics, Inc. 1996 Stock Option Plan. Only officers, employees and directors
of the Company who are employed by the Company or by any subsidiary thereof are
eligible to receive Incentive Options.

ADMINISTRATION

The Plan is administered by the Company's Compensation Committee of the
Board of Directors. The Committee determines from time to time those officers,
directors, key employees and consultants of the Company or any of its
subsidiaries to whom Plan Options are to be granted, the terms and provisions of
the respective option agreements, the time or times at which such Plan Options
shall be granted, the type of Plan Options to be granted, the dates such Plan
Options become exercisable, the number of shares subject to each Plan Option,
the purchase price of such shares and the form of payment of such purchase
price. All other questions relating to the administration of the Plan, and the
interpretation of the provisions thereof and of the related option agreements,
are resolved by the Committee.

SHARES SUBJECT TO AWARDS

The Company has reserved 1,000,000 of its authorized but unissued
shares of Common Stock or shares maintained in the treasury of the Company for
issuance under the Plan, and a maximum of 1,000,000 shares may be issued
thereunder. In connection with the adoption and approval of the Plan, the
Company's Board of Directors resolved that the aggregate number of total shares
of the Company's Common Stock issuable under the Plan may not exceed 1,000,000
shares (subject to adjustment in the event of certain changes in the Company's
capitalization) without further action by the Company's Board of Directors and
shareholders, as required. Except for such limitation on the aggregate number of
shares issuable under the Plan, there is no maximum or minimum number of shares
of Common Stock as to which a Plan Option may be granted to any person. Shares
used for Plan Options may be authorized and unissued shares or shares reacquired
by the Company, including shares purchased in the open market. Shares covered by
Plan Options which terminate unexercised will again become available for
additional Plan Options, without decreasing and maximum number of shares
issuable under the Plan, although such shares may also be used by the Company
for other purposes.

<PAGE>

The Plan provides that, if the Company's outstanding shares are
increased, decreased, exchanged or otherwise adjusted due to a share dividend,
forward or reverse share split, recapitalization, reorganization, merger,
consolidation, combination or exchange of shares, an appropriate and
proportionate adjustment shall be made in the number or kind of shares subject
to the Plan or subject to unexercised Plan Options and in the purchase price per
share under such Plan Options. Any adjustment, however, does not change the
total purchase price payable for the shares subject to outstanding Plan Options.
The Board of Directors shall have the right to accelerate the exercise
provisions of any outstanding Plan Option in the event of a tender offer for the
Company's shares, the adoption of a plan of merger under which all the shares of
the Company would be eliminated, a sale of substantially all of the Company's
assets or business or the liquidation or dissolution of the Company.

TERMS OF EXERCISE

The Plan provides that the Plan Options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement representing the Plan Options or by the Committee or by the Board
of Directors. Each Plan Option may be exercised in whole or in part at any time
during the period from the date of the grant until the end of the period covered
by the Plan Option period.

The Plan provides that, with respect to Incentive Stock Options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock, with respect to which Incentive Stock Options are
first exercisable by any option holder during any calendar year (including all
incentive stock option plans of the Company, any parent or any subsidiaries
which are qualified under Section 422 of the Internal Revenue Code of 1986)
shall not exceed $100,000.

EXERCISE PRICE

The purchase price for shares subject to Incentive Stock Options must
be at least 100% of the fair market value of the Company's Common Stock on the
date the option is granted, except that the purchase price must be at least 110%
of the fair market value in the case of an Incentive Stock Option granted to a
person who is a "10% stockholder." A "10% stockholder" is a person who owns
(within the meaning of Section 422(b)(6) of the Internal Revenue Code of 1986)
at the time the Incentive Stock Option is granted, shares possessing more than
10% of the total combined voting power of all classes of the outstanding shares
of the Company, any parent or any subsidiaries. The Plan provides that fair
market value shall be determined by the Board or the Committee in accordance
with procedures which it may from time to time

<PAGE>

establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
the Company in monetary terms.

The exercise price of Non-Qualified Options shall be determined by the
Board of Directors or the Committee.

The per share purchase price of shares subject to Plan Options granted
under the Plan may be adjusted in the event of certain changes in the Company's
capitalization, but any such adjustment shall not change the total purchase
price payable upon the exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

Plan Options are exercisable under the Plan by delivery of written
notice to the Company stating the number of shares with respect to which the
Plan Option is being exercised, together with full payment of the purchase price
therefor. Payment shall be in cash, checks, certified or bank cashier's checks,
shares of Common Stock or in such other form or combination of forms which shall
be acceptable to the Board of Directors or the Committee, provided that any loan
or guarantee by the Company of the purchase price may only be made upon
resolution of the Board or Committee that such loan or guarantee is reasonably
expected to benefit the Company.

OPTION PERIOD

All Incentive Stock Options shall expire on or before the tenth (10th)
anniversary of the date the option is granted except as limited above.
Non-Qualified Options shall expire ten (10) years and one (1) day from the date
of grant unless otherwise provided under the terms of the option grant.

TERMINATION

All Plan Options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee's employment is
terminated for any reason, other than his death or disability or termination for
cause, or if an optionee is not an employee of the Company but is a member of
the Company's Board of Directors and his service as a director is terminated for
any reason, other than death or disability, the Plan Option granted to him shall
lapse to the extent unexercised on the earlier of the expiration date or 30 days
following the date of termination. If the optionee dies during the term of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the earlier of the expiration date of the Plan Option or the date one year
following the date of the optionee's death. If the optionee is permanently and
totally

<PAGE>

disabled within the meaning of Section 22(c)(3) of the Internal Revenue Code of
1986, the Plan Option granted to him lapses to the extent unexercised on the
earlier of the expiration date of the option or one year following the date of
such disability.

MODIFICATION AND TERMINATION OF PLANS

The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time, except that no amendment shall be made which (i) increases the
total number of shares subject to the Plan or changes the minimum purchase price
therefor (except in either case in the event of adjustments due to changes in
the Company's capitalization), (ii) affects outstanding Plan Options or any
exercise right thereunder, (iii) extends the term of any Plan Option beyond ten
years, or (iv) extends the termination date of the Plan. Unless the Plan shall
theretofore have been suspended or terminated by the Board of Directors, the
Plan shall terminate on May 15, 2005. Any such termination of the Plan shall not
affect the validity of any Plan Options previously granted thereunder.

FEDERAL INCOME TAX EFFECTS

The following discussion applies to the Geographics, Inc. 1996 Stock
Option Plan and is based on federal income tax laws and regulations in effect on
December 31, 1995. It does not purport to be a complete description of the
federal income tax consequences of the Plan, nor does it describe the
consequences of state, local or foreign tax laws which may be applicable.
Accordingly, any person receiving a grant under the Plan should consult with his
own tax adviser.

The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

An employee granted an Incentive Stock Option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of Common Stock received
upon exercise of the Incentive Stock Option over the Option exercise price is an
item of tax preference under Section 57(a)(3) of the Code and may be subject to
the alternative minimum tax imposed by Section 55 of the Code. Upon disposition
of stock acquired on exercise of an Incentive Stock Option, long-term capital
gain or loss is recognized in an amount equal to the difference between the
sales price and the Incentive Stock Option exercise price, provided that the
option holder has not disposed of the stock within two years from the date of
grant and within one year from the date of exercise. If the Incentive Stock
Option holder disposes of the acquired stock (including the transfer of acquired
stock in payment of the exercise price of an

<PAGE>

Incentive Stock Option) without complying with both of these holding period
requirements ("Disqualifying Disposition"), the option holder will recognize
ordinary income at the time of such Disqualifying Disposition to the extent of
the difference between the exercise price and the lesser of the fair market
value of the stock on the date the Incentive Stock Option is exercised (the
value six months after the date of exercise may govern in the case of an
employee whose sale of stock at a profit could subject him to suit under Section
16(b) of the Securities Exchange Act of 1934) or the amount realized on such
Disqualifying Disposition. Any remaining gain or loss is treated as a short-term
or long-term capital gain or loss, depending on how long the shares are held. In
the event of a Disqualifying Disposition, the Incentive Stock Option tax
preference described above may not apply (although, where the Disqualifying
Disposition occurs subsequent to the year the Incentive Stock Option is
exercised, it may be necessary for the employee to amend his return to eliminate
the tax preference item previously reported). The Company and its subsidiary are
not entitled to a tax deduction upon either exercise of an Incentive Stock
Option or disposition of stock acquired pursuant to such an exercise, except to
the extent that the Option holder recognized ordinary income in a Disqualifying
Disposition.

If the holder of an Incentive Stock Option pays the exercise price, in
full or in part, with shares of previously acquired Common Stock, the exchange
should not affect the Incentive Stock Option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the Common Stock is issued to
the employee upon exercise of the Incentive Stock Option. If an exercise is
effected using shares previously acquired through the exercise of an Incentive
Stock Option, the exchange of the previously acquired shares will be considered
a disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

In respect to the holder of Non-Qualified Options, the option holder
does not recognize taxable income on the date of the grant of the Non-Qualified
Option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the Common Stock on the date of exercise. However, if the holder of
Non-Qualified Options is subject to the restrictions on resale of Common Stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end

<PAGE>

of the six-month period following the date of exercise in the amount of the
difference between the option exercise price and the fair market value of the
Common Stock at the end of the six-month period. Nevertheless, such holder may
elect within 30 days after the date of exercise to recognize ordinary income as
of the date of exercise. The amount of ordinary income recognized by the option
holder is deductible by the Company in the year that income is recognized.

RESTRICTIONS UNDER SECURITIES LAWS

The sale of the Shares must be made in compliance with federal and
state securities laws. Officers, directors and 10% or greater shareholders of
the Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under the Federal Securities Laws, should be aware
that resales by affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,
directors and 10% and greater shareholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

DESCRIPTION OF SECURITIES

The Company is currently authorized to issue up to 100,000,000 shares
of Common Stock, no par value per share, of which 9,416,877 shares were
outstanding as of November 15, 1996. No shares of Preferred Stock are authorized
or outstanding.

COMMON STOCK

Subject to the dividend rights of the holders of Preferred Stock, if
subsequently authorized, holders of shares of Common Stock are entitled to
share, on a ratable basis, such dividends as may be declared by the Board of
Directors out of funds, legally available therefor. Upon liquidation,
dissolution or winding up of the Company, after payment to creditors and holders
of Preferred Stock that may be outstanding, the assets of the Company will be
divided pro rata on a per share basis among the holders of the Common Stock.

Each share of Common Stock entitles the holders thereof to one vote.
Holders of Common Stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any Directors. The
ByLaws of the Company require that only a majority of the issued and outstanding
shares of Common Stock of the Company need be represented to constitute a quorum
and to transact business at a shareholders' meeting. The Common Stock has no
preemptive,

<PAGE>

subscription or conversion rights and is not redeemable by the
Company.

COMMON STOCK PURCHASE WARRANTS

In connection with the completion of the Company's $6,500,000 private
placement offering in May 1996, the Company issued an aggregate of 1,268,293
Common Stock Purchase Warrants to purchase 1,268,293 shares of Common Stock.
Additionally, the Company also issued an aggregate of 126,828 Units to the
Company's placement agents which include an aggregate of 126,828 warrants to
purchase 126,828 shares of Common Stock. These warrants are exercisable at $4.25
per share on or prior to June 30, 1999. Commencing December 1, 1996, the Company
may redeem the Warrants at a price of $.05 per underlying share provided the
closing price of the Company's Common stock is in excess of $10.00 per shares
for 10 consecutive trading day period immediately prior to the notice provided
by the Company.

Additionally, there are outstanding 24,000 warrants to purchase 24,000
shares of Common Stock at prices ranging from Cdn$1.00 to Cdn$6.63 from April
15, 1998 to January 23, 1999.

Warrant Holders do not have any voting or any other rights as
stockholders of the Company. The Company's outstanding warrants provide for
adjustment of the exercise price and for a change in the number of shares
issuable upon exercise to protect holders against dilution in the event of a
stock dividend, stock split, combination or reclassification of the Common
Stock. The Warrants may be exercised upon surrender of the Warrant Certificate
on or prior to the expiration date (or earlier redemption date, as applicable)
of such Warrant at the offices of the Company's transfer agent, with the form of
"Election to Purchase" completed and executed as indicated, accompanied by
payment of the full exercise price (by certified or bank check, payable to the
order of the Company), for the number of shares with respect to which the
Warrant is being exercised. Shares of Common Stock issued upon exercise of
Warrants and paid for in accordance with the terms of the Warrants.

OPTIONS

Currently, there are outstanding 174,500 shares underlying options to
purchase up to 174,500 shares of Common Stock at prices ranging from Cdn$1.00 to
Cdn$4.15 from July 30, 1998, to October 10, 2000. The exchange rate on November
15, 1996 was $.748 equals Cdn$1.00.

Option Holders do not have any voting or any other rights as
stockholders of the Company. The Company's outstanding options provide for
adjustment of the exercise price and for a change in the number of shares
issuable upon exercise to protect holders against dilution in the event of a
stock dividend, stock split,

<PAGE>

combination or reclassification of the Common Stock. The options may be
exercised upon surrender of an option certificate on or prior to the expiration
date of such option at the offices of the Company's transfer agent, with the
form of "Election to Purchase" completed and executed as indicated, accompanied
by payment of the full exercise price (by certified or bank check, payable to
the order of the Company), for the number of shares with respect to which the
option is being exercised. Shares of Common Stock issued upon exercise of
options and paid for in accordance with the terms of the options.

OVER-THE-COUNTER MARKET

COMMON STOCK; NASDAQ NATIONAL MARKET SYSTEM (NMS)

The Company's Common Stock is traded on the NASDAQ NMS under
the symbol "GGIT."

TRANSFER AGENT

The Transfer Agent for the shares of Common Stock is Montreal Trust
Corporate Services Division, Montreal Trust Centre, 410 Burrard Street,
Vancouver, B.C. Canada V6C 3B9.

LEGAL MATTERS

Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

EXPERTS

The consolidated financial statements of Geographics, Inc. incorporated
by reference in the Geographics Inc. Annual Report (Form 10K-SB, including
Amendment No. 1 on Form 10-K/A) for the year ended March 31, 1996, have been
audited by Moss Adams, LLP, independent certified public accountants, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

INDEMNIFICATION

<PAGE>

officer finally adjudged to be gross negligence; or (c) any transaction with
respect to which it was finally adjudged that such director and officer
personally received a benefit in money, property, or services to which the
director was not legally entitled. The articles of incorporation further provide
that the Company shall advance expenses for such persons pursuant to the terms
set forth in the Company bylaws, or in a separate directors resolution or
contract. Additionally, Section 17-16-856 of the Wyoming Business Corporation
Act provides that unless the articles of incorporation provide otherwise, a
current or former officer of a corporation who is not a director is entitled to
mandatory indemnification and is entitled to apply or court ordered
indemnification pursuant to Wyoming corporate law. Additionally, the corporation
may indemnify and advance expenses to (i) a current or former officer, employee
or agent of a corporation who is not a director to the same extent as to a
director, and (ii) a current or former officer, employee or agent who is not a
director to the extent consistent with public policy, that may be provided by
its articles of incorporation, bylaws, general or specific action of its board
of directors or contract.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the act and is therefore unenforceable.

The Wyoming Business Corporation Act and the Company's articles of
incorporation limit the liability of directors of the Company for damages for
conduct as a director except for (a) acts of omissions involving intentional
misconduct by the director or knowing violation of lay b the director; (b)
conduct for unlawful payments of dividends or unlawful stock purchases or
redemptions as provided in Section 17-16-833 of the Wyoming Business Corporation
Act; (c) any transaction from which the director will receive a benefit in
money, property, or services to which the director is not legally entitled; if
)d) conduct deemed to be gross negligence. The limitation of liability applies
only to monetary damages and, presumably, would not affect the availability of
equitable remedies such as injunction or rescission.

The Company articles of incorporation do provide that if the Wyoming
Business Corporation Act is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the Wyoming Business Corporation Act as so amended. Any
repeal or modification of this provision by the shareholders of the Company
shall not adversely affect any right protection of a director of the Company
with respect to any acts or omissions of such director occurring prior to such
repeal or modification.

17
<PAGE>

Section 17-16-8384 of the Wyoming Business Corporation Act further
provides that the articles of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
subject to the following: (i) the provision shall not eliminate or limit the
liability of a director (A) for any breach of the directors' duty of loyalty to
the corporation or its shareholders, (B) for acts or omissions not in food faith
or which involved intentional misconduct a knowing violation of law, (C) for
unlawful distributions, or (D) for any transaction from which the director
derived an improper personal benefit; and (ii) the provision shall not eliminate
or limit the liability of a director for any act or omission occurring prior to
May 22, 1987, if applicable. The Company currently has not adopted this
provision of the Wyoming Business Corporation Act.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The documents listed in (a) through (e) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.

(a) The Registrant's latest annual report or transitional
report filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the
case of the Registrant, either (1) the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act"), that contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed or (2) the Registrant's effective registration
statement on Form 10 or 30F filed under the Exchange Act containing audited
financial statements for the Registrant's latest fiscal year.

(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996.

(d) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.

ITEM 4. DESCRIPTION OF SECURITIES

The class of securities to be offered hereby is registered under
Section 12 of the Securities Exchange Act of 1934, as amended. A description of
the Registrant's securities is set forth in the Prospectus incorporated as a
part of this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

<PAGE>

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's articles of incorporation contains the broadest form of
indemnification for its officers and directors and former officers and directors
permitted under Wyoming law except that such indemnification does not apply to
(a) acts or omissions of the director or officer finally adjudged to be
intentional misconduct or a knowing violation of law; (b) conduct of the
director or officer finally adjudged to be gross negligence; or (c) any
transaction with respect to which it was finally adjudged that such director and
officer personally received a benefit in money, property, or services to which
the director was not legally entitled. The articles of incorporation further
provide that the Company shall advance expenses for such persons pursuant to the
terms set forth in the Company bylaws, or in a separate directors resolution or
contract. Additionally, Section 17-16-856 of the Wyoming Business Corporation
Act provides that unless the articles of incorporation provide otherwise, a
current or former officer of a corporation who is not a director is entitled to
mandatory indemnification and is entitled to apply or court ordered
indemnification pursuant to Wyoming corporate law. Additionally, the corporation
may indemnify and advance expenses to (i) a current or former officer, employee
or agent of a corporation who is not a director to the same extent as to a
director, and (ii) a current or former officer, employee or agent who is not a
director to the extent consistent with public policy, that may be provided by
its articles of incorporation, bylaws, general or specific action of its board
of directors or contract.

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inasmuch as the employees, executives, directors and consultants who
received the Shares of the Company were knowledgeable, sophisticated or had
access to comprehensive information relevant to the Company, such transaction
was undertaken in reliance on the exemption from registration provided by
Section 4(2) of the Act. As a condition precedent to such grant, such security
holders were required to express an investment intent and consent to the
imprinting of a restrictive legend on each stock certificate to be received from
the Registrant.

ITEM 8. EXHIBITS

EXHIBIT DESCRIPTION
- ------- -----------

4(a) Geographics, Inc. 1996 Stock Option Plan

4(b) Form of Stock Option Agreements issued pursuant to the
1996 Stock Option Plan

(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
to the issuance of shares of Common Stock pursuant to the
above Plan

iii

<PAGE>

(23.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
in the opinion filed as exhibit (5) hereto

(23.2) Consent of independent certified public accountants

ITEM 9. UNDERTAKINGS

(1) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

(b) That, for the purposes of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Act
may be permitted to Directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether

iv
<PAGE>

such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S- 8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Blaine and the State of Washington, on the 26
day of November, 1996.

GEOGRAPHICS, INC.

By:/S/RONALD S. DEANS
-------------------------------
Ronald S. Deans, Chairman
of the Board, President and
Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

Chairman of the Board,
President, Principal
Executive Officer,
Financial and Accounting
/S/RONALD S. DEANS Officer November 26, 1996
- ------------------------------------
Ronald S. Deans

/S/MARK G. DEANS Director, Executive
- ------------------------------------ Vice President -
Mark G. Deans Marketing November 26, 1996

/S/R. SCOTT DEANS
- ------------------------------------ Director, Executive Vice
R. Scott Deans President, Operations November 26, 1996

/S/MOISES COSIO Director November 26, 1996
- ------------------------------------
Moises Cosio

/S/ALAN D. TUCK, JR. Director November 26, 1996
- ------------------------------------
Alan D. Tuck, Jr.

/S/ROBERT S. PARKER Director November 26, 1996
- ------------------------------------
Robert S. Parker

/S/LUIS ALBERTO MORATO Director November 26, 1996
- ------------------------------------
Luis Alberto Morato

</TABLE>
vi

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the trustee (or
other persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Blaine, State of Washington, on November 26,
1996.
<TABLE>
<CAPTION>

SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
Chairman of the Board,
President, Principal
Executive Officer,
Financial and Accounting
/S/RONALD S. DEANS Officer November 26, 1996
- ------------------------------------
Ronald S. Deans

/S/MARK G. DEANS Director, Executive
- ------------------------------------ Vice President -
Mark G. Deans Marketing November 26, 1996

/S/R. SCOTT DEANS
- ------------------------------------ Director, Executive Vice
R. Scott Deans President, Operations November 26, 1996

</TABLE>

vii

<PAGE>

EXHIBIT INDEX

GEOGRAPHICS, INC.

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

4(a) Geographics, Inc. 1996 Stock Option Plan

4(b) Form of Stock Option Agreements issued pursuant to the 1996
Stock Option Plan

(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to
the issuance of shares of Common Stock pursuant to the above
Plan

(23.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in
the opinion filed as exhibit (5) hereto

(23.2) Consent of independent certified public accountants

GEOGRAPHICS, INC.
1996 STOCK OPTION PLAN

1. GRANT OF OPTIONS; GENERALLY. In accordance with the provisions
hereinafter set forth in this stock option plan, the name of which is the
GEOGRAPHICS, INC. 1996 STOCK OPTION PLAN (the "Plan"), the Board of Directors
(the "Board") or, the Compensation Committee (the "Stock Option Committee") of
Geographics, Inc. (the "Corporation") is hereby authorized to issue from time to
time on the Corporation's behalf to any one or more Eligible Persons, as
hereinafter defined, options to acquire shares of the Corporation's no par value
common stock (the "Stock").

2. TYPE OF OPTIONS. The Board or the Stock Option Committee is
authorized to issue options which meet the requirements of Section ss.422 of the
Internal Revenue Code of 1986, as amended (the "Code"), which options are
hereinafter referred to collectively as ISOs, or singularly as an ISO. The Board
or the Stock Option Committee is also, in its discretion, authorized to issue
options which are not ISOs, which options are hereinafter referred to
collectively as NSOs, or singularly as an NSO. The Board or the Stock Option
Committee is also authorized to issue "Reload Options" in accordance with
Paragraph 8 herein, which options are hereinafter referred to collectively as
Reload Options, or singularly as a Reload Option. Except where the context
indicates to the contrary, the term "Option" or "Options" means ISOs, NSOs and
Reload Options.

3. AMOUNT OF STOCK. The aggregate number of shares of Stock which may
be purchased pursuant to the exercise of Options shall be 1,000,000 shares. Of
this amount, the Board or the Stock Option Committee shall have the power and
authority to designate whether any Options so issued shall be ISOs or NSOs,
subject to the restrictions on ISOs contained elsewhere herein. If an Option
ceases to be exercisable, in whole or in part, the shares of Stock underlying
such Option shall continue to be available under this Plan. Further, if shares
of Stock are delivered to the Corporation as payment for shares of Stock
purchased by the exercise of an Option granted under this Plan, such shares of
Stock shall also be available under this Plan. If there is any change in the
number of shares of Stock on account of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or exchanges of
shares of Stock, or otherwise, the number of shares of Stock available for
purchase upon the exercise of Options, the shares of Stock subject to any Option
and the exercise price of any outstanding Option shall be appropriately adjusted
by the Board or the Stock Option Committee. The Board or the Stock Option
Committee shall give notice of any adjustments to each Eligible Person granted
an Option under this Plan, and such adjustments shall be effective and binding
on all Eligible Persons. If because

<PAGE>

of one or more recapitalizations, reorganizations or other corporate events, the
holders of outstanding Stock receive something other than shares of Stock then,
upon exercise of an Option, the Eligible Person will receive what the holder
would have owned if the holder had exercised the Option immediately before the
first such corporate event and not disposed of anything the holder received as a
result of the corporate event.

4. ELIGIBLE PERSONS.

(a) With respect to ISOs, an Eligible Person means any
individual who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days.

(b) With respect to NSOs, an Eligible Person means (i) any
individual who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days, (ii) any
director of the Corporation or by any subsidiary of the Corporation or (iii) any
consultant of the Corporation or by any subsidiary of the Corporation.

5. GRANT OF OPTIONS. The Board or the Stock Option Committee has the
right to issue the Options established by this Plan to Eligible Persons. The
Board or the Stock Option Committee shall follow the procedures prescribed for
it elsewhere in this Plan. A grant of Options shall be set forth in a writing
signed on behalf of the Corporation or by a majority of the members of the Stock
Option Committee. The writing shall identify whether the Option being granted is
an ISO or an NSO and shall set forth the terms which govern the Option. The
terms shall be determined by the Board or the Stock Option Committee, and may
include, among other terms, the number of shares of Stock that may be acquired
pursuant to the exercise of the Options, when the Options may be exercised, the
period for which the Option is granted and including the expiration date, the
effect on the Options if the Eligible Person terminates employment and whether
the Eligible Person may deliver shares of Stock to pay for the shares of Stock
to be purchased by the exercise of the Option. However, no term shall be set
forth in the writing which is inconsistent with any of the terms of this Plan.
The terms of an Option granted to an Eligible Person may differ from the terms
of an Option granted to another Eligible Person, and may differ from the terms
of an earlier Option granted to the same Eligible Person.

6. OPTION PRICE. The option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and shall
be not less than (i) in the case of an ISO, the fair market value, (ii) in the
case of an ISO granted to a ten percent or greater stockholder, 110 percent of
the fair market value, or (iii) in the case of an NSO, not less than 75% of the
fair market value (but in no event less than the par

<PAGE>

value) of one share of Stock on the date the Option is granted, as determined by
the Board or the Stock Option Committee. Fair market value as used herein shall
be:

(a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of Stock
on such exchange or over-the-counter market on which such shares shall be traded
on that date, or if such exchange or over-the-counter market is closed or if no
shares shall have traded on such date, on the last preceding date on which such
shares shall have traded.

(b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee.

7. PURCHASE OF SHARES. An Option shall be exercised by the tender to
the Corporation of the full purchase price of the Stock with respect to which
the Option is exercised and written notice of the exercise. The purchase price
of the Stock shall be in United States dollars, payable in cash or by check, or
in property or Corporation stock, if so permitted by the Board or the Stock
Option Committee in accordance with the discretion granted in Paragraph 5
hereof, having a value equal to such purchase price. The Corporation shall not
be required to issue or deliver any certificates for shares of Stock purchased
upon the exercise of an Option prior to (i) if requested by the Corporation, the
filing with the Corporation by the Eligible Person of a representation in
writing that it is the Eligible Person's then present intention to acquire the
Stock being purchased for investment and not for resale, and/or (ii) the
completion of any registration or other qualification of such shares under any
government regulatory body, which the Corporation shall determine to be
necessary or advisable.

8. GRANT OF RELOAD OPTIONS. In granting an Option under this Plan, the
Board or the Stock Option Committee may include a Reload Option provision
therein, subject to the provisions set forth in Paragraphs 20 and 21 herein. A
Reload Option provision provides that if the Eligible Person pays the exercise
price of shares of Stock to be purchased by the exercise of an ISO, NSO or
another Reload Option (the "Original Option") by delivering to the Corporation
shares of Stock already owned by the Eligible Person (the "Tendered Shares"),
the Eligible Person shall receive a Reload Option which shall be a new Option to
purchase shares of Stock equal in number to the tendered shares. The terms of
any Reload Option shall be determined by the Board or the Stock Option Committee
consistent with the provisions of this Plan.

9. STOCK OPTION COMMITTEE. The Stock Option Committee may
be appointed from time to time by the Corporation's Board of
Directors. The Board may from time to time remove members from or

<PAGE>

add members to the Stock Option Committee. The Stock Option Committee shall be
constituted so as to permit the Plan to comply in all respects with the
provisions set forth in Paragraph 20 herein. The members of the Stock Option
Committee may elect one of its members as its chairman. The Stock Option
Committee shall hold its meetings at such times and places as its chairman shall
determine. A majority of the Stock Option Committee's members present in person
shall constitute a quorum for the transaction of business. All determinations of
the Stock Option Committee will be made by the majority vote of the members
constituting the quorum. The members may participate in a meeting of the Stock
Option Committee by conference telephone or similar communications equipment by
means of which all members participating in the meeting can hear each other.
Participation in a meeting in that manner will constitute presence in person at
the meeting. Any decision or determination reduced to writing and signed by all
members of the Stock Option Committee will be effective as if it had been made
by a majority vote of all members of the Stock Option Committee at a meeting
which is duly called and held.

10. ADMINISTRATION OF PLAN. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or the
Stock Option Committee is granted the full right and authority to interpret and
construe the provisions of this Plan, promulgate, amend and rescind rules and
procedures relating to the implementation of the Plan and to make all other
determinations necessary or advisable for the administration of the Plan,
consistent, however, with the intent of the Corporation that Options granted or
awarded pursuant to the Plan comply with the provisions of Paragraph 20 and 21
herein. All determinations made by the Board or the Stock Option Committee shall
be final, binding and conclusive on all persons including the Eligible Person,
the Corporation and its stockholders, employees, officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or omission in connection with the administration of this Plan
unless it is attributable to that member's willful misconduct.

11. PROVISIONS APPLICABLE TO ISOS. The following provisions shall apply
to all ISOs granted by the Board or the Stock Option Committee and are
incorporated by reference into any writing granting an ISO:

(a) An ISO may only be granted within ten (10) years from July
8, 1996, the date that this Plan was originally adopted by the Corporation's
Board of Directors.

(b) An ISO may not be exercised after the expiration of
ten (10) years from the date the ISO is granted.

<PAGE>

(d) An ISO is not transferrable by the Eligible Person to whom
it is granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.

(e) If the Eligible Person receiving the ISO owns at the time
of the grant stock possessing more than ten (10%) percent of the total combined
voting power of all classes of stock of the employer corporation or of its
parent or subsidiary corporation (as those terms are defined in the Code), then
the option price shall be at least 110% of the fair market value of the Stock,
and the ISO shall not be exercisable after the expiration of five (5) years from
the date the ISO is granted.

(f) The aggregate fair market value (determined at the time
the ISO is granted) of the Stock with respect to which the ISO is first
exercisable by the Eligible Person during any calendar year (under this Plan and
any other incentive stock option plan of the Corporation) shall not exceed
$100,000.

(g) Even if the shares of Stock which are issued upon exercise
of an ISO are sold within one year following the exercise of such ISO so that
the sale constitutes a disqualifying disposition for ISO treatment under the
Code, no provision of this Plan shall be construed as prohibiting such a sale.

(h) This Plan was adopted by the Corporation on July 8, 1996
by virtue of its approval by the Corporation's Board of Directors. Approval by
the stockholders of the Corporation occurred on Wednesday, August 28, 1996.

12. DETERMINATION OF FAIR MARKET VALUE. In granting ISOs under this
Plan, the Board or the Stock Option Committee shall make a good faith
determination as to the fair market value of the Stock at the time of granting
the ISO.

13. RESTRICTIONS ON ISSUANCE OF STOCK. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted in
accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such exercise
it is his or her then present intention to acquire the shares of Stock for
investment and not with a view to, or for sale in connection with, any
distribution thereof; except that, in the case of a legal representative of an
Eligible Person, "distribution" shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing any shares of
Stock

<PAGE>

pursuant to the exercise of an Option, the Corporation shall take such steps as
it deems necessary to satisfy any withholding tax obligations imposed upon it by
any level of government.

14. EXERCISE IN THE EVENT OF DEATH OR TERMINATION OR EMPLOYMENT.

(a) If an optionee shall die (i) while an employee of the
Corporation or a Subsidiary or (ii) within three months after termination of his
employment with the Corporation or a Subsidiary because of his disability, or
retirement or otherwise, his Options may be exercised, to the extent that the
optionee shall have been entitled to do so on the date of his death or such
termination of employment, by the person or persons to whom the optionee's right
under the Option pass by will or applicable law, or if no such person has such
right, by his executors or administrators, at any time, or from time to time. In
the event of termination of employment because of his death while an employee or
because of disability, his Options may be exercised not later than the
expiration date specified in Paragraph 5 or one year after the optionee's death,
whichever date is earlier, or in the event of termination of employment because
of retirement or otherwise, not later than the expiration date specified in
Paragraph 5 hereof or one year after the optionee's death, whichever date is
earlier.

(b) If an optionee's employment by the Corporation or a
Subsidiary shall terminate because of his disability and such optionee has not
died within the following three months, he may exercise his Options, to the
extent that he shall have been entitled to do so at the date of the termination
of his employment, at any time, or from time to time, but not later than the
expiration date specified in Paragraph 5 hereof or one year after termination of
employment, whichever date is earlier.

(c) If an optionee's employment shall terminate by reason of
his retirement in accordance with the terms of the Corporation's tax-qualified
retirement plans or with the consent of the Board or the Stock Option Committee
or involuntarily other than by termination for cause, and such optionee has not
died within the following three months, he may exercise his Option to the extent
he shall have been entitled to do so at the date of the termination of his
employment, at any time and from to time, but not later than the expiration date
specified in Paragraph 5 hereof or thirty (30) days after termination of
employment, whichever date is earlier. For purposes of this Paragraph 14,
termination for cause shall mean termination of employment by reason of the
optionee's commission of a felony, fraud or willful misconduct which has
resulted, or is likely to result, in substantial and material damage to the
Corporation or a Subsidiary, all as the Board or the Stock Option Committee in
its sole discretion may determine.

<PAGE>

(d) If an optionee's employment shall terminate for any reason
other than death, disability, retirement or otherwise, all right to exercise his
Option shall terminate at the date of such termination of employment.

15. CORPORATE EVENTS. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the Corporation's shares
of Common Stock the Board of Directors may declare that each Option granted
under this Plan shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than thirty (30) days written notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such Eligible Person shall have the right, during the period of thirty (30) days
preceding such termination, to exercise his Option as to all or any part of the
shares of Stock covered thereby, including shares of Stock as to which such
Option would not otherwise be exercisable. Nothing set forth herein shall extend
the term set for purchasing the shares of Stock set forth in the Option.

16. NO GUARANTEE OF EMPLOYMENT. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue in
the employ of the Eligible Person's employer, or will interfere with or restrict
in any way the right of the Eligible Person's employer to discharge such
Eligible Person at any time for any reason whatsoever, with or without cause.

17. NONTRANSFERABILITY. No Option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the optionee, an Option shall be exercisable only by him.

18. NO RIGHTS AS STOCKHOLDER. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.

19. AMENDMENT AND DISCONTINUANCE OF PLAN. The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time. However, no
such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this Plan
which has the effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to Paragraph 3 herein), or
(b) changing the definition of Eligible Person under this Plan, may be effective
unless and until approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Corporation's Board of
Directors is authorized to seek the approval of the Corporation's stockholders
for any other changes it proposes to make to this Plan which require such
approval, however, the Board of Directors may

<PAGE>

modify the Plan, as necessary, to effectuate the intent of the Plan as a result
of any changes in the tax, accounting or securities laws treatment of Eligible
Persons and the Plan, subject to the provisions set forth in this Paragraph 19,
and Paragraphs 20 and 21.

20. COMPLIANCE WITH RULE 16B-3. This Plan is intended to comply in all
respects with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to participants who are subject to Section 16 of
the Exchange Act, and any provision(s) herein that is/are contrary to Rule 16b-3
shall be deemed null and void to the extent appropriate by either the Stock
Option Committee or the Corporation's Board of Directors.

21. COMPLIANCE WITH CODE. The aspects of this Plan on ISOs is intended
to comply in every respect with Section 422 of the Code and the regulations
promulgated thereunder. In the event any future statute or regulation shall
modify the existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification. Any stock option agreement relating
to any Option granted pursuant to this Plan outstanding and unexercised at the
time any modifying statute or regulation becomes effective shall also be deemed
to incorporate by reference such modification and no notice of such modification
need be given to optionee.

If any provision of the aspects of this Plan on ISOs is
determined to disqualify the shares purchasable pursuant to the Options granted
under this Plan from the special tax treatment provided by Code Section 422,
such provision shall be deemed null and void and to incorporate by reference the
modification required to qualify the shares for said tax treatment.

22. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver Stock under such options, shall be subject to all applicable federal
and state laws, rules, and regulations and to such approvals by any government
or regulatory agency as may be required. The Corporation shall not be required
to issue or deliver any certificates for shares of Stock prior to (a) the
listing of such shares on any stock exchange or over-the-counter market on which
the Stock may then be listed and (b) the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if its exercise or the receipt of Stock pursuant thereto would be
contrary to applicable laws.

23. DISPOSITION OF SHARES. In the event any share of Stock acquired by
an exercise of an Option granted under the Plan shall

<PAGE>
be transferable other than by will or by the laws of descent and distribution
within two years of the date such Option was granted or within one year after
the transfer of such Stock pursuant to such exercise, the optionee shall give
prompt written notice thereof to the Corporation or the Stock Option Committee.

24. NAME. The Plan shall be known as the "Geographics, Inc. 1996 Stock
Option Plan."

25. NOTICES. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation shall be sent to it at its office, 1555 Odell Road, Blaine,
Washington 98230 and when addressed to the Committee shall be sent to it at 1555
Odell Road, Blaine, Washington 98230, subject to the right of either party to
designate at any time hereafter in writing some other address, facsimile number
or person to whose attention such notice shall be sent.

26. HEADINGS. The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Plan nor shall they affect its meaning,
construction or effect.

27. EFFECTIVE DATE. This Plan, the Geographics, Inc. 1996 Stock Option
Plan, was adopted by the Board of Directors of the Corporation on July 8, 1996
and by the Stockholders on August 28, 1996, which was the effective date of the
Plan.

Dated as of August 28, 1996.

GEOGRAPHICS, INC.

By: RONALD S. DEANS
--------------------------------
Its: President

<PAGE>

[NSO GRANT FORM]

GEOGRAPHICS, INC.
1555 Odell Road
Blaine, Washington 98231

Date: __________

- ----------
- ----------
- ----------

Dear __________:

The Board of Directors of Geographics, Inc.(the "Corporation") is
pleased to award you an Option pursuant to the provisions of the 1996 Stock
Option Plan (the "Plan"). This letter will describe the Option granted to you.
Attached to this letter is a copy of the Plan. The terms of the Plan also set
forth provisions governing the Option granted to you. Therefore, in addition to
reading this letter you should also read the Plan. Your signature on this letter
is an acknowledgement to us that you have read and understand the Plan and that
you agree to abide by its terms. All terms not defined in this letter shall have
the same meaning as in the Plan.

1. TYPE OF OPTION. You are granted an NSO. Please see in particular
Section 11 of the Plan.

2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase __________ shares of Stock at
$__________ per share, the current fair market value of a share of Stock. The
right to purchase the shares of Stock accrues in __________ installments over
the time periods described below:

The right to acquire __________ shares accrues on __________.

3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.

<PAGE>

contain a check payable to the Corporation in full payment for the Stock or that
number of already owned shares of Stock equal in value to the total Exercise
Price of the Option. We shall make delivery of the shares of Stock subject to
the conditions described in Section 13 of the Plan.

5. TERMINATION OF OPTION. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:

(a) __________, 199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or

(b) The date of termination of your employment with the Corporation
and any of its subsidiaries included in the Plan for any reason, other than by
reason of death or permanent disability. As used herein, "permanent disability"
means your inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months; or

(c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).

6. SECURITIES LAWS.

The Option and the shares of Stock underlying the Option have not
been registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

7. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

<PAGE>

8. DATE OF GRANT. The Option shall be treated as having been granted
to you on the date of this letter even though you may sign it at a later date.

Very truly yours,

By:_______________________________
President

AGREED AND ACCEPTED:

- -------------------------

Date: ________________

GEOGRAPHICS, INC.
1555 Odell Road
Blaine, Washington 98231

- --------------
- --------------
- --------------

Dear _______________:

1. TYPE OF OPTION. You are granted an ISO. Please see in particular
Section 11 of the Plan.

The right to acquire __________ shares accrues on __________.

3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided

<PAGE>

in Section 5 of this letter.

4. METHOD OF EXERCISE. The Options shall be exercised by written
notice to the Chairman of the Board of Directors at the Corporation's principal
place of business. The notice shall set forth the number of shares of Stock to
be acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.

5. TERMINATION OF OPTION. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:

(a) _____________, 199___, being __________ years from
the date of grant pursuant to the provisions of Section 2 of this
Agreement; or

(b) The expiration of thirty (30) days following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or

(c) The expiration of 12 months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan, if such employment termination occurs by reason of your death or by
reason of your permanent disability (as defined above).

6. SECURITIES LAWS.

<PAGE>

required.

7. BINDING EFFECT. The rights and obligations described in this
letter shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.

8. DATE OF GRANT. The Option shall be treated as having been
granted to you on the date of this letter even though you may sign it at a later
date.

Very truly yours,

By:_______________________________
President

AGREED AND ACCEPTED:

- -------------------------

<PAGE>

[NSO GRANT FORM
WITH RELOAD OPTIONS]

GEOGRAPHICS, INC.
1555 Odell Road
Blaine, Washington 98231

Date: __________

- ----------
- ----------
- ----------

Dear __________:

The Board of Directors of Geographics, Inc. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the 1996 Stock
Option Plan (the "Plan"). This letter will describe the Option granted to you.
Attached to this letter is a copy of the Plan. The terms of the Plan also set
forth provisions governing the Option granted to you. Therefore, in addition to
reading this letter you should also read the Plan. Your signature on this letter
is an acknowledgement to us that you have read and understand the Plan and that
you agree to abide by its terms. All terms not defined in this letter shall have
the same meaning as in the Plan.

1. TYPE OF OPTION. You are granted an NSO. Please see in
particular Section 11 of the Plan.

2. RIGHTS AND PRIVILEGES.

(a) Subject to the conditions hereinafter set forth, we grant
you the right to purchase __________ shares of Stock at $__________ per share,
the current fair market value of a share of Stock. The right to purchase the
shares of Stock accrues in __________ installments over the time periods
described below:

The right to acquire __________ shares accrues on __________.

(b) In addition to the Option granted hereby (the "Underlying
Option"), the Corporation will grant you a reload option (the "Reload Option")
as hereinafter provided. A Reload Option is hereby granted to you if you acquire
shares of Stock pursuant to the exercise of the Underlying Option and pay for
such shares of Stock with shares of Common Stock already owned by you (the
"Tendered Shares"). The Reload Option grants you the right to

<PAGE>

purchase shares of Stock equal in number to the number of Tendered Shares. The
date on which the Tendered Shares are tendered to the Corporation in full or
partial payment of the purchase price for the shares of Stock acquired pursuant
to the exercise of the Underlying Option is the Reload Grant Date. The exercise
price of the Reload Option is the fair market value of the Tendered Shares on
the Reload Grant Date. The fair market value of the Tendered Shares shall be the
low bid price per share of the Corporation's Common Stock on the Reload Grant
Date. The Reload Option shall vest equally over a period of __________ (___)
years, commencing on the first anniversary of the Reload Grant Date, and on each
anniversary of the Reload Grant Date thereafter; however, no Reload Option shall
vest in any calendar year if it would allow you to purchase for the first time
in that calendar year shares of Stock with a fair market value in excess of
$100,000, taking into account ISOs previously granted to you. The Reload Option
shall expire on the earlier of (i) __________ (___) years from the Reload Grant
Date, or (ii) in accordance with Paragraph 5(b), or (iii) in accordance with
Paragraph 5(c) as set forth herein. If vesting of the Reload Option is deferred,
then the Reload Option shall vest in the next calendar year, subject, however,
to the deferral of vesting previously provided. Except as provided herein the
Reload Option is subject to all of the other terms and provisions of this
Agreement governing Options.

5. TERMINATION OF OPTION. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:

(a) __________, 199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or

<PAGE>

engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or

6. SECURITIES LAWS.

The Option and the shares of Stock underlying the Option have not been
registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

8. DATE OF GRANT. The Option shall be treated as having been granted
to you on the date of this letter even though you may sign it at a later date.

Very truly yours,

By:_______________________________
President

AGREED AND ACCEPTED:

- -------------------------

<PAGE>

[NSO GRANT FORM]

GEOGRAPHICS, INC.
1555 Odell Road
Blaine, Washington 98231

Date: __________

- ----------
- ----------
- ----------

Dear __________:

1. TYPE OF OPTION. You are granted an NSO. Please see in particular
Section 11 of the Plan.

The right to acquire __________ shares accrues on __________.

<PAGE>

5. TERMINATION OF OPTION. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:

(a) __________, 199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or

6. SECURITIES LAWS.

<PAGE>

8. DATE OF GRANT. The Option shall be treated as having been granted
to you on the date of this letter even though you may sign it at a later date.

Very truly yours,

By:_______________________________
President

AGREED AND ACCEPTED:

- -------------------------

<PAGE>

Date: ________________

GEOGRAPHICS, INC.
1555 Odell Road
Blaine, Washington 98231

- --------------
- --------------
- --------------

Dear _______________:

1. TYPE OF OPTION. You are granted an ISO. Please see in particular
Section 11 of the Plan.

The right to acquire __________ shares accrues on __________.

3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided

<PAGE>

in Section 5 of this letter.

5. TERMINATION OF OPTION. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:

(a) _____________, 199___, being __________ years from
the date of grant pursuant to the provisions of Section 2 of this
Agreement; or

(c) The expiration of 12 months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan, if such employment termination occurs by reason of your death or by
reason of your permanent disability (as defined above).

6. SECURITIES LAWS.

<PAGE>

required.

7. BINDING EFFECT. The rights and obligations described in this
letter shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.

8. DATE OF GRANT. The Option shall be treated as having been
granted to you on the date of this letter even though you may sign it at a later
date.

Very truly yours,

By:_______________________________
President

AGREED AND ACCEPTED:

- -------------------------

<PAGE>

[NSO GRANT FORM
WITH RELOAD OPTIONS]

GEOGRAPHICS, INC.
1555 Odell Road
Blaine, Washington 98231

Date: __________

- ----------
- ----------
- ----------

Dear __________:

The Board of Directors of Geographics, Inc. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the 1996 Stock
Option Plan (the "Plan"). This letter will describe the Option granted to you.
Attached to this letter is a copy of the Plan. The terms of the Plan also set
forth provisions governing the Option granted to you. Therefore, in addition to
reading this letter you should also read the Plan. Your signature on this letter
is an acknowledgement to us that you have read and understand the Plan and that
you agree to abide by its terms. All terms not defined in this letter shall have
the same meaning as in the Plan.

1. TYPE OF OPTION. You are granted an NSO. Please see in
particular Section 11 of the Plan.

2. RIGHTS AND PRIVILEGES.

The right to acquire __________ shares accrues on __________.

<PAGE>

5. TERMINATION OF OPTION. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:

(a) __________, 199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or

<PAGE>

6. SECURITIES LAWS.

The Option and the shares of Stock underlying the Option have not been
registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

8. DATE OF GRANT. The Option shall be treated as having been granted
to you on the date of this letter even though you may sign it at a later date.

Very truly yours,

By:_______________________________
President

AGREED AND ACCEPTED:

- -------------------------

ATLAS, PEARLMAN, TROP & BORKSON, P.A.
200 EAST LAS OLAS BOULEVARD, SUITE 1900
FORT LAUDERDALE, FLORIDA 33301
(954) 763-1200

November 26, 1996

Geographics, Inc.
1555 Odell Road
Blaine, Washington, 92131

RE: REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission with respect to the registration by
Geographics, Inc. (the "Company") of up to 1,000,000 shares of Common Stock, no
par value per share (the "Common Stock") to be issued pursuant to the Company's
1996 Stock Option Plan (the "Plan").

In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Option
Agreement, the Company's Articles of Incorporation, By-Laws and corporate
resolutions provided to us by the Company. In all such examinations, we have
assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company and we
express no opinion thereon.

Based upon and in reliance of the foregoing, we are of the opinion that
the Common Stock, when issued in accordance with the terms of the Plan will be
validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.

Very truly yours,

ATLAS, PEARLMAN, TROP & BORKSON, P.A.

Atlas, Pearlman, Trop & Borkson, P.A.

CONSENT OF INDEPENDENT AUDITOR'S

We consent to the reference to our Firm under the caption "Experts" and to the
use of our report dated May 31, 1996, with respect to the financial statements
of Geographics, Inc. incorporated by reference in the Registration Statement
Form S-8 filed by Geographics, Inc. under the Securities Exchange Act of 1933.

/s/ Moss Adams LLP

Bellingham, Washington
November 27, 1996