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                                                                    EXHIBIT 10.2

                      LANDA MANAGEMENT SYSTEMS CORPORATION

                        1995 INCENTIVE STOCK OPTION PLAN

     1.   Purpose of Plan.  The purpose of this Plan is to provide a means
whereby LANDA MANAGEMENT SYSTEMS CORPORATION (the "Company") may, through the
grant of options to purchase Common Stock of the Company to employees of the
Company and of any Subsidiary, attract and retain persons of ability as key
employees (including officers and directors who are also employees) and
motivate such employees to exert their best efforts on behalf of the Company
and any Subsidiary. As used herein, the term "Subsidiary" shall mean the
Company under the definition of "subsidiary corporation" in Section 425(f) of
the Internal Revenue Code of 1954 ("IRC"), as amended from time to time, or any
similar provision hereafter enacted.

     2.   Participation.

          (a)  Except as set forth in subparagraph (b) below, the following
classes of employees of the Company shall be eligible for selection to
participate in the Plan:

               (i)   All full-time key employees; and

               (ii)  All permanent part-time key employees.

          (b)  The following classes of persons shall not be eligible for
participation in the Plan:

               (i)   Any director of the Company who is not also an employee of
                     the Company as defined in (a) above;

               (ii)  Any member of the Stock Option Committee; and

               (iii) Any employee who owns stock (within the meaning of IRC
                     Section 425(d)) of the Company possessing more than ten
                     percent (10%) of the total combined voting power of all
                     classes of stock of the Company or any of its subsidiaries,
                     unless at the time such option is granted to such employee
                     the option price is at least one hundred ten percent (110%)
                     of the fair market value at such time of the stock subject
                     to the option and such option by its terms is not
                     exercisable after the expiration of five (5) years from the
                     date such option is granted.


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      3.   Number of Shares Available Under Plan. Options may be granted by the
Company from time to time to qualified employees of the Company or of any
Subsidiary to purchase an aggregate of 1,047,848 shares of Common Stock of the
Company and all such shares shall be reserved for options granted under the Plan
(subject to adjustment as provided in subparagraph 6(h) below). The shares
issued upon exercise of options granted under the Plan may be authorized and
unissued shares, including shares previously acquired or to be acquired by the
Company. If any option granted under the Plan shall terminate, expire or, with
the consent of the optionee, be canceled as to any shares, the unpurchased
shares subject thereto shall again be available for purposes of this Plan.

      4.   Administration.

           (a)  The Plan shall be administered by a Stock Option Committee (the
"Committee") consisting of not less than two (2) nor more than five (5) members
appointed by the Board of Directors of the Company. Each member of the Committee
shall be a member of the Board of Directors of the Company who is not eligible
to receive any option under the Plan. Any vacancy occurring in the membership of
the Committee shall be filed by appointment of the Board of Directors of the
Company.

           (b)  Subject to the provisions of the Plan, the Committee shall have
the power to:

                (i)    Determine and designate from time to time those qualified
                       employees of the Company or of any Subsidiary to whom
                       options are to be granted and the number of shares to be
                       optioned to each such employee; provided, however, that
                       no option shall be granted after the expiration of a
                       period of ten (10) years from the effective date of the
                       Plan specified in Paragraph 11;

                (ii)   Authorize the granting of options which qualify as
                       incentive stock options within the meaning of Section 422
                       of the IRC as amended from time to time;

                (iii)  Determine, within the limitations contained in the Plan,
                       the number of shares subject to each option; and

                (iv)   Determine, within the limitations contained in the Plan,
                       the time or times and the manner when each option shall
                       be exercisable and the duration of the exercise period.

           (c)  The Committee may interpret the Plan, prescribe, amend, and
rescind any rules and regulations necessary or appropriate for the
administration of the Plan, and make such other determinations and take such
other action as it deems necessary or advisable,

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except as otherwise expressly reserved to the Board of Directors of the Company
in the Plan. Without limiting the generality of the foregoing sentence, the
Committee may, in its discretion, treat all or any portion of any period during
which an optionee is on active military duty or on an approved leave of absence
from the Company or Subsidiary as a period of employment of such optionee by the
Company or such Subsidiary, as the case may be, for purpose of accrual of his
rights under his option. Any interpretation, determination, or other action made
or taken by the Committee shall be final, binding, and conclusive.

      5.   Aggregate Fair Market Value Limitation. The aggregate fair market
value (determined as of the time the option is granted) of the stock with
respect to which incentive stock options are exercisable for the first time by
an eligible employee during any calendar year (under all such plans of the
employee's employer corporation and its parent and subsidiary corporations)
shall not exceed One Hundred Thousand Dollars ($100,000).

      6.   Term and Conditions. Each option granted under the Plan shall be
evidenced by an agreement, in a form approved by the Committee, which agreement
shall be subject to the following express terms and conditions and such other
terms and conditions as the Committee may deem appropriate (which need not be
identical):

           (a)  Option Period. Each option agreement shall specify the period
for which the option thereunder is granted (which in no event shall exceed ten
(10) years from the date of grant, and in no event shall exceed five (5) years
from the date of grant for any option granted to an optionee owning stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock either of the Company or its Subsidiaries) and shall
provide that the option shall expire at the end of such period.

           (b)  Option Price. The purchase price of stock subject to each option
shall be determined by the Committee but shall not be less than one hundred
percent (100%) of the fair market value of such stock at the time such option is
granted, but, notwithstanding the foregoing, the purchase price of stock subject
to each option granted to an optionee owning stock representing more than ten
percent (10%) of the total combined voting power of all classes of stock either
of the Company or its Subsidiaries shall not be less than one hundred ten
percent (110%) of the fair market value of such stock at the time such option is
granted. The fair market value of such stock shall be determined in accordance
with any reasonable valuation method, including the valuation methods described
in Treasury Regulation Section 20.2031-2.

           (c)  Exercise Period. The period or periods within which each option
may be exercised shall be as follows, unless the Stock Option Committee shall
determine as options are granted that some other period or periods are
appropriate:

                (i)  No option may be exercised prior to nine (9) months after
                     the date of grant;

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               (ii)  Between nine (9) months and fifteen (15) months after the
                     date of grant, an option may be exercised as to twenty-five
                     percent (25%) of the number of shares subject thereto;

               (iii) Between fifteen (15) and twenty-one (21) months of the date
                     of grant, an option may be exercised as to fifty percent
                     (50%) of the number of shares subject thereto, including
                     the number of shares which became exercisable under
                     subparagraph 6(c)(ii) above;

               (iv)  Between twenty-one (21) and twenty-seven (27) months of
                     the date of grant, an option may be exercised as to
                     seventy-five percent (75%) of the number of shares subject
                     thereto, including the number of shares which became
                     exercisable under subparagraphs 6(c)(ii) and (iii) above;
                     or

               (v)   After twenty-seven (27) months of grant, the option may be
                     exercised as to one hundred percent (100%) of the number of
                     shares subject thereto.

          (d)  Payment of Option Price.  The purchase price of the shares as to
which option shall be exercised shall be paid in cash to the Company at the
time of exercise.

          (e)  Exercise in the Event of Death or Termination of Employment.
Any options held by an employee at his death or upon the termination of his
employment shall be exercisable as follows:

               (i)   If an optionee shall die while an employee of the Company
                     or of a Subsidiary, or within three (3) months after
                     termination of his employment with the Company or
                     Subsidiary because of his permanent disability or because
                     of his retirement, his options may be exercised to the
                     extent that the optionee shall have been entitled to do so
                     at the date of his termination of employment, by the person
                     or persons to whom the optionee's rights 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, within one (1) year after the
                     date of the optionee's death, but in no event later than
                     the expiration date specified in subparagraph 6(a) above or
                     one year after the optionee's death, whichever is earlier;

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                        (ii)    If an optionee's employment by the Company or a
                                Subsidiary shall terminate because of his
                                permanent disability or because of his
                                retirement, he may exercise his option, to the
                                extent that he may be entitled to do so at the
                                date of the termination of his employment, at
                                any time, or from time to time, within three (3)
                                months of the date of termination of his
                                employment, but in no event later than the
                                expiration date specified in subparagraph 6(a)
                                or three (3) months after termination of
                                employment, whichever is earlier; or

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

                (f)     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.

                (g)     Investment Representation. Each option agreement shall
contain an agreement that, upon demand by the Committee for such a
representation, the optionee (or any person acting on behalf of the optionee or
his estate under subparagraph 6(e) above shall deliver to the Committee at the
time of any exercise of an option a written representation that the shares to
be acquired upon such exercise are to be acquired for investment and not for
resale or with a view to the distribution thereof. Upon such demand, delivery
of such representation prior to the delivery of any shares issued under
exercise of an option and prior to the expiration of the option period shall be
a condition precedent to the right of the optionee or such other person to
purchase any shares.

                (h)     Adjustment. In the event of any change in the Common
Stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination, or exchange of
shares, or rights offering to purchase Common Stock at a price substantially
below fair market value, or of any similar change affecting the Common Stock,
the number and kind of shares which thereafter may be optioned and sold under
the Plan and the number and kind of shares subject to option in outstanding
option agreements and the purchase price per share thereof shall be
appropriately adjusted consistent with such change in such manner as the
Committee may deem equitable to prevent substantial dilution or enlargement of
the rights granted to, or available for, participants in the Plan.

                (i)     Incentive Plan. Each option agreement which provides
for the grant of an incentive stock option to a participant shall contain such
terms and provisions as the Committee may determine to be necessary or
desirable in order to qualify such option as an



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incentive stock option within the meaning of Section 422 of the IRC as amended
from time to time. Without limiting the generality of the foregoing, each such
agreement must provide that the term of the qualified option shall not exceed
ten (10) years from the date of grant, and in the case of a qualified option
granted to an optionee who owns stock representing more than ten percent (10%)
of the total combined voting power of all classes of stock either of the Company
or its Subsidiaries shall not exceed five (5) years from the date of grant.

                  (j)   No Rights as Shareholder. No optionee shall have any
rights as a shareholder with respect to any shares subject to his option prior
to the date of issuance to him of a certificate or certificates of such shares:

                  (k)   No Right to Continue Employment. Each person to whom an
option is granted must agree to remain in the continuous employ of the Company,
or its parent or subsidiary corporation, during the period beginning on the date
of grant of the option and ending on the day three (3) months before the date of
his exercise of any option granted under the Plan. No disposition of the stock
that is transferred to an optionee pursuant to the exercise of an option granted
under the Plan may be made by the optionee within two (2) years from the date of
the granting of the option nor within one (1) year after the transfer of such
share to him. Nothing contained in the Plan, or in any option granted pursuant
to the Plan, shall confer upon any employee any right to continue in the employ
of the Company or of any Subsidiary or parent corporation, or constitute any
contract or agreement of employment or interfere in any way with the right of
the Company or any Subsidiary or parent corporation to terminate the person's
employment or to change in any way the person's compensation.

            7.    Compliance with Other Laws and Regulations. The Plan and grant
and exercise of options thereunder, and the obligation of the Company to sell
and deliver shares under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to 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 Company shall, in its sole discretion, determine to be necessary or
advisable.

            8.    Amendment. The Board of Directors of the Company may from time
to time amend, suspend or discontinue the Plan; provided, however, that, subject
to the provisions of subparagraph 6(h) above, the Board of Directors of the
Company, or the Committee may not, without the approval of the shareholders:

                  (a)   Increase the number of shares reserved for options
pursuant to Paragraph 3 above;

                  (b)   Permit the granting of any option at the option price
less than that determined in accordance with subparagraph 6(b) above;


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          (c)  Shorten the period provided for in subparagraph 6(c) which must
elapse between the date of granting an option and the date on which any part of
an option may be exercised; or

          (d)  Permit the granting of options which expire beyond the period
provided for in subparagraph 6(a) above.

     Without the written consent of an optionee, no amendment or suspension of
the Plan shall alter or impair any option previously granted to him under the
Plan.

     9.   Terminating Events. Not less than thirty (30) days prior to
dissolution or liquidation of the Company, or a reorganization, merger, or
consolidation of the Company with one or more corporations as a result of which
the Company will not be the surviving corporation, or a sale of substantially
all the assets and property of the Company to another person (a "Terminating
Event"), the Board of Directors of the Company shall notify each optionee of
the pendency of the Terminating Event. Upon delivery of said notice, any option
granted prior to the Terminating Event shall be exercisable in full and not
only as to those shares with respect to which installments, if any, have then
accrued, subject, however, to earlier expiration or termination of such options
as provided elsewhere in the Plan. Upon the date thirty (30) days after
delivery of said notice, any option or portion thereof not exercised shall
terminate, and upon the happening of the Terminating Event, the Plan shall
terminate, unless provision to be made in connection with the Terminating Event
for assumption of options theretofore granted, or substitution for such options
or new options covering stock of a successor employer corporation, or a parent
or subsidiary corporation, with appropriate adjustments as to number and kind
of shares and prices.

     10.  Shareholder Approval. This Plan shall be void and of no effect unless
approved by the shareholders of the Company within twelve (12) months before or
after the date it is adopted by the Board of Directors.

     11.  Effective Date. The effective date of the Plan shall be the later of
the date this Plan is adopted by the Board of Directors or the date of approval
of the Plan by stockholders of the Company holding not less than a majority of
the shares outstanding at the time of approval thereof.

     12.  Name of Plan. The Plan shall be known as the "LANDA MANAGEMENT
SYSTEMS CORPORATION 1995 INCENTIVE STOCK OPTION PLAN."

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