EXHIBIT 4B

                                ASECO CORPORATION
                        1986 INCENTIVE STOCK OPTION PLAN
                         AMENDMENT AND RESTATEMENT NO. 2

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                         Effective as of January 9, 1992


         1. Purpose. The purpose of the Aseco Corporation 1986 Incentive Stock
Option Plan (the "Plan") is to advance the interests of Aseco Corporation, a
Delaware corporation (the "Company"), and its stockholders by strengthening the
ability of the Company to attract, retain and motivate selected key employees by
providing them with an opportunity to purchase stock of the Company. It is
intended that this purpose will be effected by the granting of "incentive stock
options" ("Options") as described in Section 422 of the Internal Revenue Code of
1986, as amended from time to time, and regulations thereunder (the "Code").

         2. Effective Date. This Plan originally became effective on June 10,
1986. This amendment and restatement was adopted by the Board of Directors of
the Company (the "Board") on January 9, 1992 and was subsequently approved by
stockholders of the Company on July 22, 1992.

         3. Stock Subject to the Plan. The shares with respect to which Options
may be granted under this Plan shall not exceed in the aggregate 1,000,000
shares of the common stock, $.01 par value, of the Company (the "Shares"). Any
Shares subject to an Option which for any reason expires or is terminated

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unexercised as to such Shares may again be the subject of an Option under the
Plan. The Shares subject to an Option that for any reason terminates, expires or
lapses unexercised with respect to such Shares, and any Shares purchased by an
Optionee upon exercise upon exercise of an Option which are subsequently
repurchased by the Company pursuant to the terms of such Option may again be the
subject of an Option under the Plan. The Shares delivered upon exercise of
Options under the Plan may, in whole or in part, be either authorized by
unissued Shares or issued Shares reacquired by the Company.

         4. Administration. This Plan shall be administered by the Board or, and
to the extent delegated by the Board, a compensation or stock option committee
(the "Committee"). Subject to the provisions of the Plan, the Board or Committee
shall have full power to construe and interpret this Plan and to establish,
amend and rescind rules and regulations for its administration. Any decisions
made with respect thereto shall be final and binding on the Company, the
Optionees and all other persons.

         5. Eligible Employees. Stock options may be granted to such key
employees of the Company or of any Parent or Subsidiary of the Company
(including members of the Board who are also Employees of the Company or any
Parent or Subsidiary of the Company) as are selected by the Board or Committee.

         6. Duration of the Plan. This Plan shall terminate ten (10) years from
the original effective date hereof, unless


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terminated earlier pursuant to Paragraph 12 below, and no Options may be granted
thereafter.

         7. Restrictions on Options. Options granted under this Plan shall be
subject to the following restrictions:

             (a) Limitation on Number of Shares. (i) With respect to Options
granted prior to January 1, 1987, the aggregate fair market value (determined as
of the date the Option is granted) of the Shares for which an Employee may be
granted Options in any calendar year shall not exceed $100,000 plus any "unused
limit carryovers", as that term is defined under Section 422 (c)(4) 0f the Code
(as in effect immediately prior to its amendment by the Tax Reform Act of 1986)
available in such year; or (ii) with respect to Options granted after December
31, 1986, to the extent that the aggregate fair market value, determined as of
the date the Option is granted, of the shares with respect to which Options are
exercisable for the first time by an Employee during any calendar year exceeds
$100,000, such Options shall be treated as nonqualified stock options in
accordance with Section 422 (d) of the Code. In the event that such Employee is
eligible to participate in any other stock option plan(s) of the Company, or any
Parent or Subsidiary thereof, which are also intended to comply with the
provisions of Section 422 of the Code, such annual limitation shall apply to the
aggregate number of Shares for which options may be granted under all such
plans.


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             (b) 10% Shareholder. If any Employee to whom an Option is granted
pursuant to the provisions of the Plan is, on the date of grant, the owner of
stock (as determined under Section 425(d) of the Code) possessing more than 10%
of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary of the Company, then the following special provisions shall
be applicable to the Option granted to such employee:

                  (i)   The option price per Share subject to such Option shall
                        not be less than 110% of the fair market value of one
                        Share on the date of grant; and

                 (ii)   The Option shall not have a term in excess of five (5)
                        years from the date of grant.

             (c) Effective of Other Outstanding Options. No Option granted
hereunder prior to January 1, 1987, shall be exercisable by any Optionee while
there is "outstanding," within the meaning of Section 422(c)(7) of the Code (as
in effect immediately prior to the Tax Reform Act of 1986). any incentive stock
option which was granted to the Optionee before the granting of the Option under
this Plan and which permits the Optionee to purchase stock in: (i) the Company,
(ii) a corporation which (at the time of the granting of the option under this
Plan) is a Parent or Subsidiary of the Company or (iii) a predecessor
corporation of any of such corporations.

         8. Terms and Conditions of Options. Options granted under this Plan
shall be evidenced by stock option agreements in such form and containing such
terms and conditions as the


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Board or Committee shall determine; provided, however, that such agreements
shall evidence among their terms and conditions the following:

             (a) Price. Subject to the conditions of Paragraph 7(b), if
applicable, the purchase price per Share payable upon the exercise of each
Option granted hereunder shall be determined by the Board or Committee at the
time the Option is granted and shall not be less than 100% of the fair market
value of one Share on the date of grant. Fair market value shall be determined
in accordance and conformity with regulations issued by the Internal Revenue
Service with regard to such incentive stock option.

             (b) Number of Shares. Each Option shall specify the number of
Shares to which it pertains.

             (c) Exercise of Options. Each Option shall be exercisable for the
full amount or for any part thereof and at such intervals or in such
installments as the Board or Committee, as the case may be, may determine at the
time it grants such Option; provided, however, that subject to the provisions of
Paragraph 7(b) (if applicable) no Option shall be exercisable with respect to
any Shares later than ten (10) years after the date of grant of such Option.

             (d) Notice of Exercise and Payment. An Option shall be exercisable
only by delivery of a written notice to the Company's Treasurer, or any other
officer of the Company designated by the Board or Committee to accept such
notices on its


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behalf, specifying the number of Shares for which it is exercised. If the
offering of said Shares is not at that time effectively registered under the
Securities Act of 1933, as amended, the Optionee shall include with such notice
a letter, in form and substance satisfactory to the Company, confirming that the
Shares are being purchased for the Optionee's own account for investment and not
with a view to distribution, and acknowledging that the Optionee is familiar
with any restrictions on the resale of the Shares under applicable securities
laws. Payment shall be made in full at the time the Option is exercised by any
of the following methods: (i) in cash, (ii) by cashier's or certified check,
(iii) if permitted by the Board or Committee, by delivery and assignment to the
Company of shares of Company stock having a fair market value (as determined by
the Board of Directors or Committee) equal to the exercise price, (iv) if
permitted by the Board or Committee, by promissory note or (v) by a combination
of the methods described in (i), (ii), (iii) and (iv) above.

             (e) Nontransferability. No Option shall be transferable by the
Optionee otherwise than by will or the laws of descent or distribution, and each
Option shall be exercisable during the Optionee's lifetime only by the Optionee.

             (f) Termination of Employment. If the Optionee ceases for any
reason to be an Employee of the Company, or any Parent or Subsidiary of the
Company, at any time prior to exercise in full of any Option granted to him,
such Option shall terminate in accordance with the following provisions:


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                  (i)   if the Optionee's employment shall have been terminated
                        by resignation or other voluntary action of the
                        Optionee, or if such employment shall have been
                        terminated by the Company for cause, the Option shall
                        terminate and may no longer be exercised;

                 (ii)   if the Optionee's employment shall have been terminated
                        for any reason other than cause, resignation or other
                        voluntary action before the Optionee is eligible to
                        retire, disability or death, he may, at any time within
                        a period of three (3) months after such termination of
                        employment, exercise his Option to the extent that the
                        Option was exercisable by him on the date of termination
                        of his employment;

                (iii)   If the Optionee's employment shall have been terminated
                        because of disability within the meaning of Section
                        22(e)(3) of the Code, he may, at any time within a
                        period of one (1) year after such termination of
                        employment, exercise his Option to the extent that the
                        date of termination of his employment because of
                        disability; and

                 (iv)   if the Optionee dies at a time when he might have
                        exercised the Option, then his estate, personal
                        representative or beneficiary to whom it has been
                        transferred pursuant to Paragraph 7(e) may, at any time
                        within a period of one (1) year after the Optionee's
                        death, exercise the Option to the extent the Optionee
                        might have exercised it at the time of his death.

However, no Option may be exercised to any extent by anyone after the date of
expiration of the Option.

             (g) Rights as Shareholder. The Optionee shall have no rights as a
shareholder with respect to any Shares covered by his Option until the date of
issuance of a stock certificate to him for such Shares.


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         9. Stock Dividends; Stock Splits; Stock Combination; Recapitalizations.
Appropriate adjustment shall be made by the Board of Directors or Committee in
the maximum number of Shares subject to the Plan and in the number, kind and
Option price of Shares covered by outstanding Options granted hereunder to give
effect to any stock dividends, stock splits, stock combinations,
recapitalizations and other similar changes in the capital structure of the
Company after the effective date of this Plan.

         10. Merger; Sale of Assets; Dissolution. In the event of a change of
the Shares resulting from a merger or similar reorganization as to which the
Company is the surviving corporation, the number and kind of Shares which
thereafter may be optioned and sold under this Plan, and the number and kind of
Shares then subject to Options granted hereunder and the Option price per Share
thereof shall be appropriately adjusted to prevent substantial dilution or
enlargement of the rights available or granted hereunder. Except as otherwise
determined by the Board, a merger or a similar reorganization which the Company
does not survive, or a sale of all or substantially all of the assets of the
Company, shall cause every Option outstanding hereunder to terminate, to the
extent not then exercised, unless any surviving entity agrees to assume the
obligations thereunder.


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         11. Definitions.

             (a) The term "Employee" shall have, for purposes of this Plan, the
meaning ascribed to it under Section 3401(c) of the Code and the regulations
promulgated thereunder; the term "Key Employees" refers to those executive,
technical, administrative or managerial Employees who are determined by the
Board or Committee, in its sole discretion, to be eligible for Options under
this Plan.

             (b) The term "Optionee" means a Key Employee to whom an Option is
granted under this Plan.

             (c) The term "Parent" shall have, for purposes of this Plan, the
meaning ascribed to it under Section 425(e) of the Code and the regulations
promulgated thereunder.

             (d) The term "Subsidiary" shall have, for purposes of this Plan,
the meaning ascribed to it under Section 425(f) of the Code and the regulations
promulgated thereunder.

         12. Termination or Amendment of Plan. The Board of Directors may at any
time terminate the Plan or make such changes in or additions to the Plan as it
deems advisable without further action on the part of the shareholders of the
Company, provided:

             (a) that no such termination or amendment shall adversely affect or
impair any then outstanding Option without the consent of the Optionee holding
such Option;

             (b) that no such amendment which increases the maximum number of
Shares subject to this Plan or changes the class of employees eligible to
receive Option grants under this Plan shall be effective unless it is approved
by the shareholders of the Company within twelve (12) months before or after the
adoption of said amendment.


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