EXHIBIT 10a
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                      APPLIED SCIENCE AND TECHNOLOGY, INC.

                       1993 STOCK OPTION PLAN (AS AMENDED)


                                    ARTICLE I
                               PURPOSE OF THE PLAN

         The  purpose  of  this  Plan  is to  encourage  and  enable  employees,
consultants,  directors  and others who are in a  position  to make  significant
contributions to the success of APPLIED SCIENCE AND TECHNOLOGY,  INC. and of its
Affiliated  Corporations  upon  whose  judgment,   initiative  and  efforts  the
Corporation  depends for the  successful  conduct of its business,  to acquire a
closer  identification  of their  interests  with  those of the  Corporation  by
providing them with opportunities to purchase stock in the Corporation  pursuant
to options granted hereunder, thereby stimulating their efforts on behalf of the
Corporation  and  strengthening   their  desire  to  remain  involved  with  the
Corporation.  Any person designated to participate in the Plan is referred to as
a "Participant."
 
                                   ARTICLE II
                                   DEFINITIONS

         2.1  "Affiliated  Corporation"  means any stock  corporation of which a
majority of the voting common or capital  stock is owned  directly or indirectly
by the Corporation.

         2.2      "Award" means an Option granted under Article V.

         2.3 "Board" means the Board of Directors of the  Corporation or, if one
or more has been  appointed,  a  Committee  of the  Board  of  Directors  of the
Corporation.

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         2.4 "Code"  means the Internal  Revenue  Code of 1986,  as amended from
time to time.
 
         2.5  "Committee"  means  a  Committee  composed  solely  of two or more
Non-Employee Directors appointed
by the Board to administer the Plan.

         2.6  "Corporation"  means  APPLIED  SCIENCE  AND  TECHNOLOGY,  INC.,  a
Delaware corporation, or its successor.

         2.7 "Employee" means any person who is a regular full-time or part-time
employee  of the  Corporation  or an  Affiliated  Corporation  on or  after  the
effective date of the Plan.

         2.8 "Incentive  Stock Option" ("ISO") means an option that qualifies as
an incentive stock option as defined in Section 422 of the Code, as amended.

         2.9 "Non-Employee Director" means (unless otherwise provided under Rule
16b-3 of the  Securities  Exchange Act of 1934) a member of the Board who is not
currently an officer or Employee of the Corporation.

         2.10 "Non-Qualified Option" means any option not intended to qualify as
an Incentive Stock Option.

         2.11 "Option" means an Incentive Stock Option or  Non-Qualified  Option
granted  by the  Board  under  Article  V of this Plan in the form of a right to
purchase  Stock  evidenced by an instrument  containing  such  provisions as the
Board may establish.  Except as otherwise  expressly provided with respect to an
Option grant, no Option granted pursuant to the Plan shall be an Incentive Stock
Option.

         2.12  "Participant"  means a  person  selected  by the  Board or by the
Committee to receive an award under the Plan.

         2.13     "Plan" means this 1993 Stock Option Plan, as amended.

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         2.14  "Restricted  Period"  means the  period of time  selected  by the
Committee during which an award may be forfeited by the Participant.

         2.15 "Stock" means the Common Stock, $.01 par value, of the Corporation
or any successor,  including any  adjustments in the event of changes in capital
structure of the type described in Article X.















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                                   ARTICLE III
                           ADMINISTRATION OF THE PLAN

         3.1  Administration  by Board.  This Plan shall be  administered by the
Board of Directors of the Corporation.  The Board may, from time to time, in its
discretion  delegate  any  of its  functions  under  this  Plan  to one or  more
Committees.  All  references  in this Plan to the Board  shall also  include the
Committee or Committees,  if one or more have been appointed by the Board.  From
time to time the Board may increase the size of the Committee or committees  and
appoint additional Directors as members thereto, remove members (with or without
cause) and appoint new members in substitution therefor,  fill vacancies however
caused,  or remove all members of the  Committee or  committees  and  thereafter
directly  administer  the Plan.  No member of the Board or a Committee  shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any options granted under it.

         If a Committee is appointed by the Board,  a majority of the members of
the Committee shall constitute a quorum, and all determinations of the Committee
under  the  Plan  shall be made by a  majority  of its  members  and may be made
without  notice or meeting of the Committee by a writing signed by a majority of
Committee members.

         3.2 Powers.  The Board of Directors  and/or any Committee  appointed by
the Board shall have full and final authority to operate,  manage and administer
the Plan on behalf  of the  Corporation.  This  authority  includes,  but is not
limited to:








   
                                   -4-






         (a)      The power to grant Awards conditionally or unconditionally,

         (b)      The power to  prescribe  the form or forms of any  instruments
                  evidencing Awards granted under this Plan,
 
         (c)      The power to interpret the Plan,
 
         (d)      The power to  provide  regulations  for the  operation  of the
                  incentive features of the Plan, and otherwise to prescribe and
                  rescind   regulations  for   interpretation,   management  and
                  administration of the Plan,

         (e)      The  power to  delegate  responsibility  for  Plan  operation,
                  management and  administration on such terms,  consistent with
                  the Plan, as the Board may establish,

         (f)      The power to delegate to other persons the  responsibility  of
                  performing  ministerial  acts  in  furtherance  of the  Plan's
                  purpose, and

         (g)      The power to engage the  services  of persons,  companies,  or
                  organizations in furtherance of the Plan's purpose,  including
                  but not  limited to,  banks,  insurance  companies,  brokerage
                  firms and consultants.

         3.3 Additional  Powers. In addition,  as to each Option to buy Stock of
the Corporation,  the Board or any Committee appointed by it shall have full and
final  authority in its  discretion:  (a) to  determine  the number of shares of
Stock  subject  to each  Option;  (b) to  determine  the  time or times at which
Options  will be granted;  (c) to  determine  the option  price of the shares of
Stock  subject to each  Option,  which  price shall be not less than the minimum
price  specified in Article V of this Plan;  (d) to determine  the time or times
when each Option  shall  become  exercisable  and the  duration of the  exercise
period  (including the  acceleration  of any



                                      -6-







exercise period), which shall not exceed the maximum period specified in Article
V; (e) to determine  whether  each Option  granted  shall be an Incentive  Stock
Option or a Non-Qualified Option; and (f) to waive,  generally and in particular
instances,  compliance by a Participant  with any  obligation to be performed by
him under an Option,  to waive any  condition or provision of an Option,  and to
amend or cancel any Option (and if an Option is canceled,  to grant a new Option
on such terms as the Board may specify),  except that the Board may not take any
action with respect to an  outstanding  option that would  adversely  affect the
rights of the Participant under such Option without such Participant's  consent.
Nothing in the  preceding  sentence  shall be construed as limiting the power of
the Board to make adjustments required by Article X.

         In no event may the  Corporation  grant an Employee any Incentive Stock
Option that is first exercisable  during any one calendar year to the extent the
aggregate fair market value of the Stock (determined at the time the options are
granted)  exceeds  $100,000 (under all stock option plans of the Corporation and
any Affiliated Corporation);  provided,  however, that this paragraph shall have
no force and effect if its  inclusion in the Plan is not necessary for Incentive
Stock  Options  issued  under the Plan to  qualify as such  pursuant  to Section
422(d)(1) of the Code.
                                   ARTICLE IV
                                   ELIGIBILITY

         4.1 Eligible  Employees.  All  Employees  (including  Directors who are
Employees) are eligible to be granted  Incentive Stock Option and  Non-Qualified
Option Awards under this Plan.  Incentive Stock Options shall be granted only to
Employees.

         4.2  Consultants,  Directors and other  Non-Employees.  Any consultant,
Director (whether or not an Employee) and any other  non-employee is eligible to
be granted 


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Non-Qualified  Option  Awards  under  the  Plan,  provided  the  person  has not
irrevocably elected to be ineligible to participate in the Plan.

         4.3 Relevant Factors. In selecting individual  Employees,  consultants,
Directors  and other  non-employees  to whom Awards shall be granted,  the Board
shall weigh such factors as are relevant to  accomplish  the purpose of the Plan
as stated in  Article  I. An  individual  who has been  granted  an Award may be
granted one or more additional Awards, if the Board so determines.  The granting
of an Award to any  individual  shall neither  entitle that  individual  to, nor
disqualify him from, participation in any other grant of Awards.

                                    ARTICLE V
                               STOCK OPTION AWARDS
 
        5.1 Number of Shares.  Subject to the  provisions  of Article X of this
Plan,  the aggregate  number of shares of Stock for which Options may be granted
under this Plan shall not exceed  1,500,000  shares.  The shares to be delivered
upon  exercise  of  Options  under  this Plan  shall be made  available,  at the
discretion  of the Board,  either from  authorized  but unissued  shares or from
previously  issued and  reacquired  shares of Stock held by the  Corporation  as
treasury shares, including shares purchased in the open market.








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         Stock issuable upon exercise of an Option granted under the Plan may be
subject  to  such   restrictions  on  transfer,   repurchase   rights  or  other
restrictions as shall be determined by the Board of Directors.

         5.2 Effect of Expiration,  Termination or Surrender. If an Option under
this Plan  shall  expire  or  terminate  unexercised  as to any  shares  covered
thereby, or shall cease for any reason to be exercisable in whole or in part, or
if the  Corporation  shall  reacquire  any unvested  shares  issued  pursuant to
Options  under the Plan,  such shares  shall  thereafter  be  available  for the
granting of other  Options  under this Plan,  subject to the limits set forth in
Section 5.1 hereof.

         5.3 Term of  Options.  The full term of each Option  granted  hereunder
shall be for such period as the Board shall determine.  In the case of Incentive
Stock Options granted  hereunder,  the term shall not exceed ten (10) years from
the  date  of  granting  thereof.  Each  Option  shall  be  subject  to  earlier
termination as provided in Sections 6.3 and 6.4.  Notwithstanding the foregoing,
the term of Options  intended to qualify as Incentive  Stock  Options  shall not
exceed  five (5)  years  from the date of  granting  thereof  if such  Option is
granted to any Employee who at the time such Option is granted owns, directly or
indirectly,  or is deemed to own by reason of the attribution rules set forth in
Section  425(d) of the Code,  more than ten percent (10%) of the total  combined
voting  power of all  classes  of stock of the  Corporation  and its  Affiliated
Corporations (a ATen-Percent Shareholder@).

         5.4 Option Price.  The Option price shall be determined by the Board at
the time any Option is granted.  In the case of  Incentive  Stock  Options,  the
exercise  price  shall  not be less than  l00% of the fair  market  value of the
shares covered thereby at the time the Incentive Stock Option is granted (but in
no event less than par value),  provided that no Incentive Stock Option





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shall be granted  hereunder  to any Employee  who is a  Ten-Percent  Shareholder
unless the  Incentive  Stock  Option price equals not less than 110% of the fair
market  value of the  shares  covered  thereby at the time the  Incentive  Stock
Option is granted.  In the case of  Non-Qualified  Stock  Options,  the exercise
price shall not be less than 85% of fair market value.

         5.5 Fair Market  Value.  If, at the time an Option is granted under the
Plan, the Corporation's Stock is publicly traded, then "fair market value" shall
be  determined  as of the last  business  day for  which  the  prices  or quotes
discussed  in this  sentence  are  available  prior to the date  such  Option is
granted and shall mean (i) the average (on that date) of the high and low prices
of the Stock on the principal national securities exchange on which the Stock is
traded, if the Stock is then traded on a national securities  exchange;  or (ii)
the last reported sale price (on that date) of the Stock on the NASDAQ  National
Market List, if the Stock is then traded on the NASDAQ  National  Market System;
or (iii) the closing  bid price (or average of bid prices)  last quoted (on that
date) by an established  quotation service for over-the-counter  securities,  if
the Stock is not reported on the NASDAQ National Market System.  However, if the
Stock is not  publicly  traded at the time an Option is granted  under the Plan,
"fair  market  value"  shall  be  deemed  to be the fair  value of the  Stock as
determined  in good  faith by the Board  after  taking  into  consideration  all
factors that it deems appropriate, including without limitation, recent sale and
offer prices of the Stock in private transactions negotiated at arm's length.

         5.6  Non-Transferability  of Options. No Incentive Stock Option granted
under this Plan shall be transferable  by the grantee  otherwise than by will or
the laws of descent and  distribution,  and such  Incentive  Stock Option may be
exercised during the grantee's lifetime only by the grantee.



                                      -9-





 
         5.7 Foreign  Nationals.  Awards may be granted to Participants  who are
foreign  nationals  or  employed  outside  the  United  States on such terms and
conditions different from those specified in the Plan as the Committee considers
necessary  or  advisable  to achieve  the  purposes  of the Plan or comply  with
applicable laws.

                                   ARTICLE VI
                               EXERCISE OF OPTION

         6.1 Exercise.  Each Option granted under this Plan shall be exercisable
on such date or dates and during  such  period and for such  number of shares as
shall be determined pursuant to the provisions of the instrument evidencing such
Option. The Board shall have the right to accelerate the date of exercise of any
option,  provided  that, the Board shall not accelerate the exercise date of any
Incentive  Stock Option  without the  optionee's  prior written  consent if such
acceleration  would violate the annual vesting  limitation  contained in Section
422(d)(1) of the Code.

         6.2 Notice of Exercise.  A person  electing to exercise an Option shall
give written  notice to the  Corporation  of such  election and of the number of
shares he or she has  elected  to  purchase  and  shall at the time of  exercise
tender the full purchase  price of the shares he or she has elected to purchase.
The  purchase  price  can  be  paid  partly  or  completely  in  shares  of  the
Corporation's  stock  valued at Fair  Market  Value as defined  in  Section  5.5
hereof,  or by any such other lawful  consideration  as the Board may determine.
Until such person has been issued a certificate or  certificates  for the shares
so purchased,  he or she shall possess no rights of a record holder with respect
to any of such shares.

         6.3 Option  Unaffected by Change in Duties.  No Incentive  Stock Option
(and,  unless 


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otherwise determined by the Board of Directors,  no Non-Qualified Option granted
to a person who is, on the date of the grant,  an Employee of the Corporation or
an Affiliated Corporation) shall be affected by any change of duties or position
of the optionee  (including transfer to or from an Affiliated  Corporation),  so
long as he or she continues to be an Employee. Employment shall be considered as
continuing  uninterrupted  during any bona fide leave of absence  (such as those
attributable to illness,  military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer,  any period
during which such optionee's  right to reemployment is guaranteed by statute.  A
bona fide leave of absence  with the written  approval of the Board shall not be
considered  an  interruption  of employment  under the Plan,  provided that such
written  approval  contractually  obligates the  Corporation  or any  Affiliated
Corporation to continue the employment of the optionee after the approved period
of absence.

         If the optionee shall cease to be an Employee for any reason other than
death,  such Option shall  thereafter be  exercisable  only to the extent of the
purchase  rights,  if any, which have accrued as of the date of such  cessation;
provided that (i) the Board may provide in the instrument  evidencing any Option
that the  Board  may in its  absolute  discretion,  upon any such  cessation  of
employment,  determine  (but be under no  obligation  to  determine)  that  such
accrued purchase rights shall be deemed to include  additional shares covered by
such Option; and (ii) unless the Board shall otherwise provide in the instrument
evidencing any Option,  upon any such  cessation of  employment,  such remaining
rights to  purchase  shall in any event  terminate  upon the  earlier of (A) the
expiration  of the original term of the Option;  or (B) where such  cessation of
employment is on account of disability, the expiration of one year from the date
of such cessation of employment and,  otherwise,  the expiration of three months
from such date. For purposes of


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the




















                                      -12-






Plan,  the term  "disability"  shall mean  "permanent  and total  disability" as
defined in Section 22(e)(3) of the Code.

         In the  case  of a  Participant  who is  not  an  employee,  provisions
relating to the  exercisability  of an Option  following  termination of service
shall be specified in the award.  If not so specified,  all Options held by such
Participant shall terminate on termination of service to the Corporation.

         6.4 Death of Optionee.  Should an optionee die while in  possession  of
the legal right to exercise an Option or Options  under this Plan,  such persons
as shall have acquired, by will or by the laws of descent and distribution,  the
right to  exercise  any  Options  theretofore  granted,  may,  unless  otherwise
provided by the Board in any  instrument  evidencing  any Option,  exercise such
Options  at any time  prior to one year from the date of death;  provided,  that
such Option or Options  shall expire in all events no later than the last day of
the original  term of such Option;  provided,  further,  that any such  exercise
shall be limited to the  purchase  rights which have accrued as of the date when
the optionee ceased to be an Employee, whether by death or otherwise, unless the
Board provides in the instrument  evidencing such Option that, in the discretion
of the Board,  additional  shares  covered by such Option may become  subject to
purchase immediately upon the death of the optionee.

                                   ARTICLE VII
                         TERMS AND CONDITIONS OF OPTIONS

         Options shall be evidenced by instruments (which need not be identical)
in such forms as the Board may from time to time approve. Such instruments shall
conform to the terms and  conditions  set forth in  Articles V and VI hereof and
may contain such other  provisions  as the


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Board  deems  advisable  which  are not  inconsistent  with the Plan,  including
restrictions applicable to shares of Stock issuable upon exercise of Options. In
granting any Non-Qualified Option, the Board may specify that such Non-Qualified
Option  shall be subject to the  restrictions  set forth  herein with respect to
Incentive  Stock  Options,   or  to  such  other  termination  and  cancellation
provisions  as the Board may  determine.  The Board may from time to time confer
authority  and  responsibility  on one or more of its own members  and/or one or
more officers of the  Corporation to execute and deliver such  instruments.  The
proper  officers of the  Corporation are authorized and directed to take any and
all action  necessary or  advisable  from time to time to carry out the terms of
such instruments.

                                  ARTICLE VIII
                                  BENEFIT PLANS

         Awards under the Plan are  discretionary  and are not a part of regular
salary. Awards may not be used in determining the amount of compensation for any
purpose  under  the  benefit  plans  of  the   Corporation,   or  an  Affiliated
Corporation,  except  as the  Board  may from  time to time  expressly  provide.
Neither the Plan, an Option or any instrument  evidencing an Option confers upon
any  Participant  any right to  continue  as an Employee  of, or  consultant  or
advisor to, the Corporation or an Affiliated  Corporation or affect the right of
the  Corporation  or any  Affiliated  Corporation to terminate them at any time.
Except as specifically provided by the Board in any particular case, the loss of
existing or potential  profits  granted under this Plan shall not  constitute an
element  of  damages  in the  event  of  termination  of the  relationship  of a
Participant  even if the  termination  is in violation of an  obligation  of the
Corporation to the Participant by contract or otherwise.


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                                   ARTICLE IX
                      AMENDMENT, SUSPENSION OR TERMINATION
                                   OF THE PLAN

         The Board may suspend  the Plan or any part  thereof at any time or may
terminate  the Plan in its  entirety.  Awards  shall not be  granted  after Plan
termination.  The Board may also amend the Plan from time to time,  except  that
amendments which affect the following  subjects must be approved by stockholders
of the Corporation:

         (a)      Except as provided  in Article X relative to capital  changes,
                  the  number  of  shares  as to which  Options  may be  granted
                  pursuant to Article V;

         (b)      The  requirements  as  to eligibility for participation in the
                  Plan.

         Awards  granted prior to suspension or  termination of the Plan may not
be canceled solely because of such  suspension or  termination,  except with the
consent of the grantee of the Award.

                                    ARTICLE X
                          CHANGES IN CAPITAL STRUCTURE

         The instruments  evidencing  Options granted hereunder shall be subject
to  adjustment  in  the  event  of  changes  in  the  outstanding  Stock  of the
Corporation  by  reason of stock  dividends,  stock  splits,  recapitalizations,
reorganizations,  mergers,  consolidations,  combinations,  exchanges  or  other
relevant changes in  capitalization  occurring after the date of an Award to the
same extent as would affect an actual share of Stock issued and  outstanding  on
the effective date of such change.  Such adjustment to outstanding Options shall
be made without change in the total price applicable to the unexercised  portion
of such options,  and a corresponding  adjustment in the applicable option price
per share shall be made. In the event of any such change,  the aggregate 


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number and classes of shares for which  Options may  thereafter be granted under
Section  5.1 of this Plan may be  appropriately  adjusted as  determined  by the
Board so as to reflect such change.

         Notwithstanding  the foregoing,  any adjustments  made pursuant to this
Article X with respect to Incentive  Stock  Options shall be made only after the
Board,  after  consulting with counsel for the Corporation,  determines  whether
such  adjustments  would  constitute a  "modification"  of such Incentive  Stock
Options  (as that term is defined in Section 424 of the Code) or would cause any
adverse tax consequences for the holders of such Incentive Stock Options. If the
Board  determines  that such  adjustments  made with respect to Incentive  Stock
Options would constitute a modification of such Incentive Stock Options,  it may
refrain from making such adjustments.

         In  the  event  of  the  proposed  dissolution  or  liquidation  of the
Corporation, each Option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such other  conditions
as shall be determined by the Board.

         Except as expressly  provided herein, no issuance by the Corporation of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect  to, the number or price of shares  subject to Options.  No  adjustments
shall be made for dividends paid in cash or in property other than securities of
the Corporation.

         No  fractional  shares  shall be issued under the Plan and the optionee
shall receive from the Corporation cash in lieu of such fractional shares.


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                                   ARTICLE XI
                       EFFECTIVE DATE AND TERM OF THE PLAN

         The Plan shall become  effective  on September 1, 1993.  The Plan shall
continue  until such time as it may be  terminated by action of the Board or the
Committee;  provided, however, that no Options may be granted under this Plan on
or after the tenth  anniversary of the date on which the Plan was adopted by the
Board.

                                   ARTICLE XII
                      CONVERSION OF ISOS INTO NON-QUALIFIED
                          OPTIONS; TERMINATION OF ISOS

         The  Board,  at  the  written  request  of  any  optionee,  may  in its
discretion  take such actions as may be  necessary  to convert  such  optionee's
Incentive Stock Options, that have not been exercised on the date of conversion,
into Non-Qualified Options at any time prior to the expiration of such Incentive
Stock  Options,  regardless  of  whether  the  optionee  is an  employee  of the
Corporation or an Affiliated  Corporation at the time of such  conversion.  Such
actions may include,  but not be limited to,  extending  the exercise  period or
reducing the exercise price of such Options. At the time of such conversion, the
Board or the  Committee  (with the  consent of the  optionee)  may  impose  such
conditions on the exercise of the resulting  Non-Qualified  Options as the Board
or the Committee in its discretion may determine,  provided that such conditions
shall not be inconsistent with the Plan.  Nothing in the Plan shall be deemed to
give any  optionee the right to have such  optionee's  Incentive  Stock  Options
converted into Non-Qualified  Options,  and no such conversion shall occur until
and unless the Board or the Committee takes appropriate  action. The Board, with
the consent of the  optionee,  may also  terminate  any portion of any


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Incentive  Stock  Option  that  has  not  been  exercised  at the  time  of such
termination.

                                  ARTICLE XIII
                              APPLICATION OF FUNDS

         The  proceeds  received  by the  Corporation  from the  sale of  shares
pursuant to Options  granted under the Plan shall be used for general  corporate
purposes.

                                   ARTICLE XIV
                             GOVERNMENTAL REGULATION

         The Corporation's  obligation to sell and deliver shares of Stock under
this Plan is subject to the approval of any governmental  authority  required in
connection with the authorization, issuance or sale of such shares.

                                   ARTICLE XV
                     WITHHOLDING OF ADDITIONAL INCOME TAXES

         Upon  the  exercise  of a  Non-Qualified  Option  or  the  making  of a
Disqualifying  Disposition  (as  defined in  Article  XVI) the  Corporation,  in
accordance  with  Section  3402(a) of the Code,  may require the optionee to pay
additional  withholding  taxes  in  respect  of the  amount  that is  considered
compensation  includible  in  such  person's  gross  income.  The  Board  in its
discretion  may  condition  the  exercise  of an Option on the  payment  of such
additional withholding taxes.

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                                   ARTICLE XVI
               NOTICE TO CORPORATION OF DISQUALIFYING DISPOSITION

         Each  Employee  who  receives an  Incentive  Stock Option must agree to
notify  the  Corporation  in  writing  immediately  after the  employee  makes a
Disqualifying  Disposition of any Stock acquired  pursuant to the exercise of an
Incentive  Stock  Option.   A  Disqualifying   Disposition  is  any  disposition
(including  any sale) of such Stock  before the later of (a) two years after the
date the employee was granted the  Incentive  Stock Option or (b) one year after
the date the Employee  acquired Stock by exercising the Incentive  Stock Option.
If the  Employee  has died  before  such  Stock is sold,  these  holding  period
requirements do not apply and no Disqualifying Disposition can occur thereafter.

                                  ARTICLE XVII
                         CONDITIONS ON DELIVERY OF STOCK

         The  Corporation  shall not be obligated to deliver any shares of Stock
pursuant  to Options  granted  under the Plan  until,  (a) in the opinion of the
Corporation's  counsel,  all applicable  federal and state laws and  regulations
have been complied with, and (b) all other legal matters in connection  with the
issuance  and  delivery of such shares have been  approved by the  Corporation's
counsel.  If the sale of Stock has not been registered  under the Securities Act
of 1933, as amended,  the Corporation may require, as a condition to exercise of
the option,  such  representations  or agreements as counsel for the Corporation
may consider appropriate to avoid violation of such Act and may require that the
certificates  evidencing  such  Stock  bear an  appropriate  legend  restricting
transfer.
 
                                  ARTICLE XVIII

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                           GOVERNING LAW; CONSTRUCTION

         The  validity  and   construction  of  the  Plan  and  the  instruments
evidencing  Options  shall  be  governed  by the laws of the  State of  Delaware
(without regard to the conflict of law principles  thereof).  In construing this
Plan,  the  singular  shall  include the plural and the  masculine  gender shall
include the feminine and neuter, unless the context otherwise requires.


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