STOCK APPRECIATION RIGHTS CONTRACT



     This  STOCK  APPRECIATION  RIGHTS  CONTRACT  (the  "Contract") is made
between   J.A.M.,  INC.,  a  New  York  corporation  (the  "Company")   and
______________________________ (the "Holder").

     The parties agree as follows:

     1.   GRANT   OF   SARS.  The  Company  hereby  grants  to  the  Holder
________________ stock appreciation  rights  ("SARs")  in  respect  of  the
Company's  common stock, par value $.01 per share.  Each SAR represents the
right, upon  the  Holder's  exercise  thereof,  to  receive  the difference
between the then-fair market value of a share of the Company's common stock
and $.04 per share (the "Spread").  The Spread shall be paid in cash by the
Company to the Holder within five days following the Company's  receipt  of
the Holder's notice of exercise of an SAR.  The Company reserves the right,
however, at any time and in its sole discretion, to convert these SARs into
Non-Qualified  Stock  Options  to purchase shares of its common stock at an
exercise price of $.04 per share  on  the  same terms and conditions as are
applicable to these SARs as set forth herein.

     For purposes of this Contract, the "fair  market  value" of a share of
the  Company's common stock on any given date means (i) the  Closing  Price
quoted for the Company's common stock in trading on The Nasdaq Stock Market
on the  date  the  Holder gives notice of an exercise of an SAR; or (ii) if
there are no reported sales on such date, then the mean between the closing
high bid and low asked  prices  as  reported by The Nasdaq Stock Market for
such date (or, if not so reported, then  as  reported  for that date by the
system  then regarded as the most reliable source of such  quotations);  or
(iii) if  there are no reported sales or quotations, as the case may be, on
the given date,  the  value  determined  pursuant  to (i) or (ii) using the
reported sale prices or quotations on the last previous  date  on  which so
reported;  or  (iv) if none of the foregoing clauses apply, the fair market
value as determined in good faith by the Company's Board of Directors.

     2.   EXERCISABILITY.  These SARs may be exercised at any time and from
time to time, in whole or in part, subject to the following conditions:

     No portion of these SARs  shall be exercisable for two years following
the  grant  date  hereof.  Thereafter,  25%  of  these  SARs  shall  become
exercisable on the second anniversary date hereof, and an additional 25% of
these SARs shall become  exercisable on each of the third, fourth and fifth
anniversaries of the date hereof.

     3.   TERM. This Contract  shall  terminate  on  the  expiration of ten
years from the date hereof.

     4.   NONTRANSFERABILITY..  This  Contract is not transferable  by  the
Holder other than by Will or the laws of  descent  and  distribution and is
exercisable, during his/her lifetime, only by the Holder.

     5.   BINDING EFFECT. This Contract shall be binding  upon and inure to
the benefit of any successor or assignee of the Company and  any  executor,
administrator, legal representative, legatee or distributee entitled by law
to exercise the Holder's rights hereunder.

     6.   NOTICES.  Notices  hereunder  shall  be  in writing and shall  be
deemed to have been duly given (i) upon hand delivery, or (ii) on the third
day following delivery to the U.S. Postal Service as certified mail, return
receipt requested and postage prepaid, or (iii) on the  first day following
delivery  to  a nationally recognized U.S. overnight courier  service,  fee
prepaid and return  receipt or other confirmation of delivery requested, or
(iv) when telecopied  or  sent  by facsimile transmission.  Any such notice
shall be delivered to a party at  its  address  set  forth by its signature
below,  or at such other address as may be designated by  one  party  in  a
notice given to the other from time to time in accordance with the terms of
this paragraph.

     7.   GOVERNING LAW. This Contract and the rights of the parties hereto
shall be governed by and construed in accordance with the laws of the State
of New York  pertaining to contracts made and to be wholly performed within
such state, without taking into account conflict of laws principles.

     IN WITNESS  WHEREOF,  the  Company  has  caused  this  Contract  to be
executed  on  its behalf by its duly authorized officer, and the Holder has
hereunto set his/her hand, on the date shown below.

                                   J.A.M., INC.


                                   By:_____________________________
                                       John A. Marszalek, President

Address: 530 Willowbrook Office Park
          Fairport, NY 14450


Dated: December 14, 1995      Holder:

                                   ________________________________

Address: ____________________________
          ____________________________

G:\UKIJK\JAM\GENSEC\SARGRANT.CNT

NOTE:  DIRECTORS PETER SPINA AND DAVID DELLA PENTA HAVE EACH RECEIVED 
SAR GRANTS WITH RESPECT TO 100,000 SARS, AND A TOTAL OF 165,000 SARS 
HAVE BEEN GRANTED TO THREE OTHER PERSONS.