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                          ALLEGIANCE CHANGE IN CONTROL PLAN


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                          ALLEGIANCE CHANGE IN CONTROL PLAN



                                      SECTION 1

                                     INTRODUCTION


         1.1.  PURPOSE.  Allegiance Corporation ("Allegiance") has established
the Allegiance Change In Control Plan (the "Plan") to enable Allegiance and its
Subsidiaries and Affiliates (collectively, the "Company") to provide severance
benefits to eligible executive or management employees whose employment is
terminated following a Change in Control of the Company.  It is the intent of
the Company that the Plan, as set forth herein, constitute an "employee welfare
benefit plan" within the meaning of Section 3(1) of the Employee Retirement
Income Act of 1974 ("ERISA") and comply with the applicable requirements of
ERISA.


         1.2.  EFFECTIVE DATE, PLAN YEAR. The "Effective Date" of the Plan is
October 1, 1996.  A "Plan Year" is the 12-month period beginning on October 1
and ending on the following September 30.


         1.3.  EMPLOYERS.  Any Subsidiary or Affiliate of Allegiance employing
an employee who has been designated as a Participant by the Committee shall be
deemed to have adopted the Plan.  A "Subsidiary" of Allegiance is any
corporation more than 50 percent of the voting stock of which is owned, directly
or indirectly, by Allegiance.  An "Affiliate" of Allegiance is any corporation
more than 50 percent of the voting stock of which is owned, directly or
indirectly, by the owner or owners of more than 50 percent of the voting stock
of Allegiance.


         1.4.  ADMINISTRATION.  The Plan is administered by the Compensation
Committee of the Board of Directors of Allegiance (the "Committee").  The
Committee, from time to time, may adopt such rules and regulations as may be
necessary or desirable for the proper and efficient administration of the Plan
and as are consistent with the terms of the Plan.  The Committee, from time to
time, may also appoint such individuals to act as its representatives as the
Committee considers necessary or desirable for the effective administration of
the Plan.  Any notice or document required to be given or filed with the
committee will be properly given or filed if delivered or mailed, by registered
mail, postage prepaid, to the Committee at 1430 Waukegan Road, McGaw Park,
Illinois 60085.

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                                      SECTION 2

                                    PARTICIPATION

   
         The Committee shall designate from time to time those employees of the
Company employed in an executive or management position who shall participate in
the Plan (a "Participant").  An employee who has been so designated shall
participate by signing an agreement with the Company ("Agreement") which shall
specify the benefits the Participant is entitled to receive should the
Participant's employment terminate following a Change in Control of the Company
and the terms and conditions under which those benefits will be provided.  A
Participant's Agreement implements and forms a part of the Plan as respects the
Participant's participation in the Plan.  To the extent there are any
inconsistencies between the Plan document and a Participant's Agreement, the
terms of the Participant's Agreement shall be controlling.  No employee other
than those designated by the Committee shall be eligible to participate in the
Plan.
    


                                      SECTION 3

                                    PLAN BENEFITS


         2.1.  BENEFITS FOLLOWING A CHANGE IN CONTROL.  If a Participant's
employment with the Company terminates within twenty-four (24) months following
a Change in Control, the Participant shall be entitled to the benefits specified
in the Participant's Agreement and such benefits shall be paid at such time, in
such manner and subject to such conditions as are specified in the Agreement.  A
Participant's entitlement to benefits as specified in the Participant's
Agreement shall depend upon whether the Participant's termination is voluntary
or involuntary and whether for Cause (as defined below), if involuntary, or for
Good Reason (as defined below), if voluntary.


         2.2.  NON-SOLICITATION AND NON-COMPETITION.  In consideration for the
benefits provided for under a Participant's Agreement, the Participant shall
agree that during the 24-month period following the Participant's date of
termination (the "Severance Period"), the Participant:
   
         (a)  will not, without the prior written consent of the Company,
              alone or in association with others, solicit on behalf of
              the Participant, or any other person, firm, corporation or
              entity, any employee of the Company, or any of its operating
              divisions, 
    
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              Subsidiaries or Affiliates, for employment with a person, firm, 
              corporation or entity which competes with the Company, or any of 
              its divisions, Subsidiaries or Affiliates.

         (b)  will not, without the prior written consent of the
              Company, directly or indirectly, engage or invest in,
              counsel or advise or be employed by any other person,
              firm, corporation or entity engaged in or conducting
              business which is the same as, or competing with, the
              business being conducted by the Company, or any of its
              operating divisions, Subsidiaries or Affiliates, in any
              area or territory in which the Company, or such
              operating divisions, Subsidiaries or Affiliates, shall
              be conducting business during the Severance Period. 
              Notwithstanding the foregoing, the Participant shall be
              entitled to passively own not more than four and 
              nine-tenths percent (4.9%) of any publicly held entity
              engaged in any business in which the Company, or any of
              its operating divisions, Subsidiaries or Affiliates,
              shall be engaged during said period.
   
If a Participant fails to comply with the non-solicitation and/or 
non-competition restrictions of this subsection 2.2 and the Participant's 
Agreement, participation in the Plan shall immediately terminate and the 
Participant shall forfeit any remaining unpaid benefits.

         2.3.  CHANGE IN CONTROL.  For purposes of the Plan a "Change in
Control" shall have occurred if: 

         (a)  any "Person", as such term is used in Sections 13(d) and 14(d)
              of the Securities Exchange Act of 1934, as amended ("Exchange 
              Act") other than Allegiance, any corporation owned, directly or
              indirectly, by the stockholders of Allegiance in substantially 
              the same proportions as their ownership of stock of Allegiance,
              and any trustee or other fiduciary holding securities under a 
              Company employee benefit plan or such proportionately owned 
              corporation, becomes the "beneficial owner" (as defined in 
              rule 13d-3 under the Exchange Act), directly or indirectly, of 
              securities of Allegiance representing 20% or more of the combined
              voting power of Allegiance's then outstanding securities; 

         (b)  during any period of not more than twenty-four (24) months,
              individuals who at the beginning of such period constitute the 
              Board of Directors of Allegiance, and any new director (other 
              than a director designated by a Person who has entered into an 
              agreement with Allegiance to effect a transaction described in 
              subparagraph (a), (c), or (d) of this subsection 2.3) whose 
              election by the board or nomination for election by Allegiance's
              stockholders was approved by a vote of at least two-thirds of the 
              directors then still in office who either were directors at the 
              beginning of the period or whose election or nomination for 
              election was previously so approved, cease for any reason to 
              constitute at least a majority thereof; 
    
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         (c)  the stockholders of Allegiance approve a merger or consolidation 
              of Allegiance with any other corporation, other than (i) a merger 
              or consolidation which would result in the voting securities of 
              Allegiance outstanding immediately prior thereto continuing to 
              represent (either by remaining outstanding or by being converted 
              into voting securities of the surviving entity) more than 60% of 
              the combined voting power of the voting securities of Allegiance 
              or such surviving entity outstanding immediately after such merger
              or consolidation, or (ii) a merger or consolidation effected to 
              implement a recapitalization of Allegiance (or similar 
              transaction) in which no Person acquires more than 20% of the 
              combined voting power of Allegiance's then outstanding securities;
              or 

         (d)  the stockholders of Allegiance approve a plan of complete 
              liquidation of Allegiance or an agreement for the sale or 
              disposition by Allegiance of all or substantially all of its 
              assets (or any transaction having a similar effect).  

Allegiance may also determine, in its discretion, that a sale of a substantial 
portion of its assets or one of its businesses constitutes a "Change of Control"
with respect to any Participant if the Participant is employed in the affected 
operation.
    
         2.4.  TERMINATIONS FOR CAUSE AND GOOD REASON.  A Participant will be
considered to have been terminated for "Cause" if the  termination is by reason
of the Participant willfully engaging in conduct demonstrably and materially
injurious to the Company, the Participant being convicted of or confessing to a
crime involving dishonesty or moral turpitude or the Participant's willful and
continued failure for a significant period of time to perform the Participant's
duties after a demand for substantial performance has been delivered to the
Participant by the Board of Directors of Allegiance which demand specifically
identifies the manner in which the Board believes that the Participant has not
substantially performed his duties.  A Participant's termination shall be
considered to have been for "Good Reason" if the Participant's termination is by
reason of the occurrence of any of the following events within twenty-four (24)
months following a Change in Control without the Participant's express written
consent:

         (a)  any change in the Participant's title, authorities,
              responsibilities (including reporting responsibilities)
              which, in the Participant's judgment, represents an
              adverse change; the assignment to the Participant of
              any duties or work responsibilities which, in his
              reasonable judgment, are inconsistent with such title,
              authorities or responsibilities; or any removal of the
              Participant from, or failure to reappoint or reelect
              him to any of such positions, except if any such
              changes are because of disability, retirement or Cause;

         (b)  a reduction in or failure to pay any portion of the
              Participant's annual base salary as in effect on the

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              date of the Change in Control or as the same may be
              increased from time to time thereafter;

         (c)  the failure by the Company to provide the Participant
              with compensation and benefits (including, without
              limitation, incentive, bonus and other compensation
              plans and any vacation, medical, hospitalization, life
              insurance, dental or disability benefit plan), or cash
              compensation in lieu thereof, which are, in the
              aggregate, no less favorable than those provided by the
              Company to the Participant immediately prior to the
              occurrence of the Change in Control;

         (d)  any breach by the Company of any provision of a
              Participant's Agreement; and

         (e)  the failure of the Company to obtain a satisfactory
              agreement from any successor or assign of the Company
              to assume and agree to perform the Participant's
              Agreement.



                                      SECTION 4

                                 PAYMENT OF BENEFITS


         4.1.  AGREEMENT GOVERNS.  Any benefits under the Plan shall be payable
at such time, and pursuant to the terms and conditions of each Participant's
Agreement.


         4.2.  FORM OF PAYMENT.  Subject to the terms of a Participant's
Agreement, benefits shall be paid in equal installments according to the
Company's normal payroll schedule.  In the event of a Participant's death before
the Participant receives all benefits to which he otherwise would be entitled
under the Plan, payment shall be made to the Participant's beneficiary in
installments or a lump sum, as determined by the Committee.


         4.3.  DESIGNATION OF BENEFICIARY.  By signing a form furnished by the
Committee, each Participant may designate any person or persons to whom his
benefits are to be paid if he dies before he receives all of his benefits.  A
beneficiary designation form will be effective only when the form is filed with
the Committee while the Participant is 

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still alive and will cancel all beneficiary designation forms previously 
filed by the Participant with respect to this Plan.  If a deceased 
Participant has failed to designate a beneficiary as provided above, or if 
the designated beneficiary predeceases the participant, payment of the 
Participant's benefits shall be made to the Participant's estate. If a 
designated beneficiary dies before complete payment of any benefits 
attributable to a Participant, remaining benefits shall be paid to the 
beneficiary's estate.

                                      SECTION 5

                               FINANCING PLAN BENEFITS


         All benefits payable under the Plan shall be paid directly by the
Company out of general assets.  The Company shall not be required to segregate
on its books or otherwise any amount to be used for the payment of benefits
under the Plan.



                                      SECTION 6

                                   OTHER EMPLOYMENT


         A Participant shall not be required to mitigate the amount of any
payment or benefit provided for under the Plan by seeking other employment or
otherwise nor shall the amount of any payment or benefit provided for under the
Plan be reduced by any compensation earned by the Participant as a result of
other employment.



                                      SECTION 7

                                    MISCELLANEOUS


         7.1.  INFORMATION TO BE FURNISHED BY PARTICIPANTS.  Each Participant
must furnish to the Committee such documents, evidence, data or other
information as the Committee consider necessary or desirable for the purpose of
administering the Plan.  Benefits under the Plan for each Participant are
provided on the condition that he/she furnish full, true and complete data,
evidence or other information, and that he/she will promptly sign any document
related to the Plan, requested by the Committee.

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         7.2.  CLAIMS REVIEW.  Any claim for benefits under the Plan or a
Participant's Agreement by a Participant shall be made in writing and delivered
to the Committee.  If a Participant, or any beneficiary following the
Participant's death (collectively, the "Claimant"), believes he has been denied
any benefits or payments under the Plan or Agreement, either in total or in an
amount less than the full benefit or payment to which the Claimant would
normally be entitled, the Committee shall advise the Claimant in writing of the
amount of the benefit, or payment, if any, and the specific reasons for the
denial.  The Committee shall also furnish the Claimant at that time with a
written notice containing:

         (a)  A specific reference to pertinent provisions of the Plan or
              the Participant's Agreement;

         (b)  A description of any additional material or information
              necessary for the Claimant to perfect the claim if
              possible, and an explanation of why such material or
              information is needed; and

         (c)  An explanation of the claim review procedure set forth
              below.

Within 60 days of receipt of the information described above, a Claimant shall,
if further review is desired, file a written request for reconsideration with
the Committee.  So long as the Claimant's request for review is pending
(including such 60-day period), Claimant or his duly authorized representative
may review pertinent documents and may submit issues and comments in writing to
the Committee.  A final and binding decision shall be made by the Committee
within 60 days of the filing by the Claimant of the request for reconsideration;
provided, however, that if the Committee, in its discretion, feels that a
hearing with the Claimant or his representative present is necessary or
desirable, this period shall be extended an additional 60 days.  The decision by
the Committee shall be conveyed to the Claimant in writing and shall include
specific reasons for the decision, written in a manner calculated to be
understood by the Claimant, which specifically references to the pertinent
provisions of the Plan or the Participant's Agreement on which the decision is
based.  The Committee shall use ordinary care and diligence in the performance
of its duties.


         7.3.  EVIDENCE.  Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying
thereon considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

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         7.4.  FEES AND EXPENSES.  The Company shall pay all reasonable legal
fees and related expenses (including the reasonable costs of experts, evidence
and counsel), when and as incurred by a Participant, as a result of contesting
or disputing any termination of employment of the Participant following a Change
in Control whether or not such contest or dispute is resolved in the
Participant's favor but only if the Participant was seeking in good faith to
obtain or enforce any right or benefit provided by the Plan or the Participant's
Agreement or by any other plan or arrangement maintained by the Employers under
which the Participant is or may be entitled to receive benefits.

   
         7.5.  ACTION BY EMPLOYER.  Any action required of or permitted by
Allegiance under the Plan shall be by resolution of its Board of Directors, by
resolution of a duly authorized committee of its Board of Directors, or by a
person or persons authorized by resolutions of its Board of Directors or such
committee.
    

         7.6.  CONTROLLING LAWS.  Except to the extent superseded by laws of
the United States, the laws of Illinois shall be controlling in all matters
relating to the Plan.


         7.7.  INTERESTS NOT TRANSFERABLE.  The interests of persons entitled
to benefits under the Plan are not subject to their debts or other obligations
and, except as may be required by the tax withholding provisions of the Internal
Revenue Code or any state's income tax act, or pursuant to an agreement between
a Participant and the Employers, may not be voluntarily sold, transferred,
alienated, assigned or encumbered.


         7.8.  MISTAKE OF FACT.  Any mistake of fact or misstatement of fact
shall be corrected when it becomes known and proper adjustment made by reason
thereof.


         7.9.  SEVERABILITY.  In the event any provision of the Plan or an
Agreement shall be held to be illegal or invalid for any reason, such illegality
or invalidity shall not affect the remaining parts of the Plan or Agreement, and
the Plan or Agreement shall be construed and enforced as if such illegal or
invalid provisions had never been contained in the Plan or Agreement.


         7.10.  WITHHOLDING.  The Company will withhold from any amounts
payable under the Plan all federal, state, city and local taxes as shall be
legally required and any applicable insurance premiums, as well as any other
amounts authorized or required by Company policy including, but not limited to,
withholding for garnishments and judgments or other court orders.

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         7.11.  EFFECT ON OTHER PLANS OR AGREEMENTS.  Payments or benefits
provided to a Participant under any Company stock, deferred compensation,
savings, retirement or other employee benefit plan are governed solely by the
terms of such plan.  Any obligations or duties of a Participant pursuant to any
non-competition or other agreement with the Company shall not be affected by the
receipt of benefits under this Plan.



                                      SECTION 8

                              AMENDMENT AND TERMINATION


         8.1. AMENDMENT AND TERMINATION.  Allegiance reserves the right to
amend the Plan at any time or to terminate the Plan at any time provided that no
such amendment or termination of the Plan shall affect the provisions of any
Participant's Agreement then in force under the Plan.







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