[As amended through
                                                                 March 26, 1997]

                            THE WESTERN SYSTEMS CORP.

                             1992 STOCK OPTION PLAN


1.    PURPOSES

            The  purpose  of this 1992  Stock  Option  Plan (the  "Plan")  is to
provide  additional  incentive to the  officers,  directors and employees of the
Company  who are  primarily  responsible  for the  management  and growth of the
Company, and to consultants and advisors to the Company who otherwise materially
contribute to the conduct and direction of its business, operations and affairs,
in order to  strengthen  their desire to remain in the employ of the Company and
to stimulate  their efforts on behalf of the Company,  and to retain and attract
to the employ of the Company persons of competence. Each option granted pursuant
to the Plan  shall be  designated  at the time of grant as either an  "incentive
stock option" or as a "non-qualified  stock option." The terms and conditions of
the  Plan  shall  be set  forth  or  incorporated  by  reference  in the  option
agreements evidencing the options.

            The  Company  intends  that the Plan meet the  requirements  of Rule
16b-3 ("Rule 16b-3")  promulgated under the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act") and that  transactions  of the type  specified in
subparagraphs  (c) to (f)  inclusive of Rule 16b-3 by officers and  directors of
the Company  pursuant to the Plan will be exempt from the  operation  of Section
16(b)  of the  Exchange  Act.  Further,  the Plan is  intended  to  satisfy  the
performance-based  compensation exception to the limitation on the Company's tax
deductions  imposed by  Section  162(m) of the Code.  In all  cases,  the terms,
provisions,  conditions  and  limitations  of the Plan  shall be  construed  and
interpreted consistent with the Company's intent as stated in this Section 1.

2.    DEFINITIONS

            For the purposes of the Plan, unless the context otherwise requires,
the following definitions shall be applicable:

            (a) "Board" or "Board of  Directors"  means the  Company's  Board of
Directors.

            (b) "Code" means the Internal Revenue Code of 1986, as amended.


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            (c) "Committee"  means the  Compensation  and Stock Option Committee
composed of two or more  directors  who are  Non-Employee  Directors and Outside
Directors  who shall be elected by, and who shall serve at the  pleasure of, the
Board of Directors, and who shall be responsible for administering the Plan.

            (d)   "Company" means The Western Systems Corp.

            (e)  "Employee"  means an employee of the Company or of a Subsidiary
(including a director or officer of the Company or a  Subsidiary  who is also an
employee).

            (f) "Fair  Market  Value" of the Shares  means the closing  price of
publicly traded Shares on the national  securities  exchange on which the Shares
are listed (if the  Shares  are so listed) or on the Nasdaq  National  Market or
Small Cap  Market (if the Shares  are  regularly  quoted on the Nasdaq  National
Market or Small Cap Market),  or, if not so listed or regularly quoted, the mean
between  the  closing  bid and asked  prices of  publicly  traded  Shares in the
over-the-counter  market,  or,  if  such  bid  and  asked  prices  shall  not be
available,  as reported by any nationally  recognized quotation service selected
by the Company,  or as determined by the Committee in a manner  consistent  with
the provisions of the Code.

            (g) "ISO" means an option  intended to qualify as an incentive stock
option under Section 422 of the Code.

            (h) "Non-Employee Director" means a non-employee director as defined
in Rule 16b-3.

            (i) "NQO" means an option that does not qualify as an ISO.

            (j)  "Outside  Director"  means an  outside  director  as defined in
Section 162(m) of the Code.

            (k) "Plan" means the 1992 Stock Option Plan of the Company.

            (l) "Rule 16b-3" means Rule 16b-3 under the Exchange Act.

            (m)   "Securities   Act"  means  the   Securities   Act  of  1933,
as amended.

            (n) "Shares"  means shares of the Company's  Common Stock,  $.60 par
value,  including  authorized  but  unissued  shares and  shares  that have been
previously issued and reacquired by the Company.

            (o)  "Subsidiary"  of the Company  means and includes a  "Subsidiary
Corporation," as that term is defined in Section 424(f) of the Code.

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3.    ADMINISTRATION

            Subject to the express  provisions of the Plan, the Committee  shall
have  authority to interpret  and construe  the Plan,  to  prescribe,  amend and
rescind  rules  and  regulations  relating  to it,  to  determine  the terms and
conditions of the respective option agreements (which need not be identical) and
to make all other  determinations  necessary or advisable for the administration
of the Plan.  Subject to the express  provisions of the Plan, the Committee,  in
its sole  discretion,  shall from time to time  determine the persons from among
those eligible  under the Plan to whom, and the time or times at which,  options
shall be granted, the number of Shares to be subject to each option,  whether an
option shall be designated an ISO or an NQO and the manner in and price at which
such option may be exercised.  In making such  determination,  the Committee may
take into  account the nature and period of service  rendered by the  respective
optionees,  their  level of  compensation,  their past,  present  and  potential
contributions  to the Company and such other factors as the  Committee  shall in
its discretion deem relevant. The determination of the Committee with respect to
any matter referred to in this Section 3 shall be conclusive.

            In the event that for any reason the  Committee  is unable to act or
if the Committee at the time of any grant,  award or other acquisition under the
Plan  of  options  or  Shares  does  not  consist  of two or  more  Non-Employee
Directors,  then any such grant,  award or other  acquisition may be approved or
ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3.

4.    ELIGIBILITY FOR PARTICIPATION

            Any Employee shall be eligible to receive ISOs or NQOs granted under
the Plan.  Consultants  and advisors to the Company and directors of the Company
who are not Employees shall be eligible to receive NQOs.

5.    LIMITATION ON SHARES SUBJECT TO THE PLAN

            Subject to adjustment as hereinafter  provided, no more than 750,000
Shares may be issued pursuant to the exercise of options granted under the Plan.
If any option  shall  expire or terminate  for any reason,  without  having been
exercised  in full,  the  unpurchased  Shares  subject  thereto  shall  again be
available for the purposes of the Plan. The maximum number of Shares that may be
subject to options granted under the Plan to any individual in any calendar year
shall not exceed  100,000,  and the method of counting such Shares shall conform
to any requirements  applicable to performance-based  compensation under Section
162(m) of the Code.

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6.    TERMS AND CONDITIONS OF OPTIONS

            Each option granted under the Plan shall be subject to the following
terms and conditions:

            (a) Except as  provided in  Subsection  6(j),  the option  price per
Share shall be  determined by the  Committee,  but (i) as to an ISO shall not be
less  than  100% of the Fair  Market  Value  of a Share on the date  such ISO is
granted;  and (ii) as to an NQO,  shall not be less than 75% of the Fair  Market
Value of a Share on the date such NQO is granted.

            (b) The Committee  shall,  in its  discretion,  fix the term of each
option,  provided  that the maximum  length of the term of each  option  granted
hereunder  shall  be 10 years  and  provided  further  than  the  provisions  of
Subsection  6(j) hereof  shall be  applicable  to the grant of ISOs to Employees
therein identified.

            (c) If a  holder  of an  option  dies  while he is  employed  by the
Company or a Subsidiary  or, if the Committee so determines in its discretion at
the time such option is granted or at any time  thereafter,  such option may, to
the extent that the holder of the option was entitled to exercise such option on
the date of his death, be exercised during a period after his death fixed by the
Committee, in its discretion,  at the time such option is granted or at any time
thereafter,  but in no event to exceed one year, by his personal  representative
or representatives or by the person or persons to whom the holder's rights under
the  option  shall  pass by  will  or by the  applicable  laws  of  descent  and
distribution;  provided,  however,  that no option granted under the Plan may be
exercised to any extent by anyone after its expiration.

            (d) In the event that a holder of an option shall voluntarily retire
or  quit  his  employment  without  the  written  consent  of the  Company  or a
Subsidiary  or if the Company shall  terminate the  employment of a holder of an
option for cause,  the options  held by such holder shall  forthwith  terminate.
Except as  otherwise  provided in Section  6(k),  if a holder of an option shall
voluntarily  retire  or quit his  employment  with the  written  consent  of the
Company or a  Subsidiary,  or if the  employment  of such holder shall have been
terminated  by the Company or a Subsidiary  for reasons  other than cause,  such
holder may  (unless his option  shall have  previously  expired  pursuant to the
provisions  hereof)  exercise his option at any time prior to the first to occur
of the  expiration  of the  original  option  period or three  months  after the
termination of employment, to the extent of the number of Shares subject to such
option  that  were  purchasable  by  him  on  the  date  of  termination  of his
employment.  Options  granted under the Plan shall not be affected by any change
of employment so long as the holder thereof continues to be an Employee.

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            (e)  Anything  to the  contrary  contained  herein or in any  option
agreement  executed and  delivered  hereunder,  no option  shall be  exercisable
unless and until the Plan has been  approved by  stockholders  of the Company in
accordance with Section 13 hereof.

            (f) Each option shall be nonassignable  and  nontransferable  by the
option holder  otherwise than by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of the option holder solely by him;
provided,  however,  that  options  may be  transferred  pursuant to a qualified
domestic  relations  order (as  defined  in the Code or Title I of the  Employee
Retirement Income Security Act, or the rules promulgated thereunder).

            (g) An option holder  desiring to exercise an option shall  exercise
such  option by  delivering  to the  Company  written  notice of such  exercise,
specifying  the number of Shares to be  purchased,  together with payment of the
purchase price  therefor;  provided,  however that no option may be exercised in
part with  respect to fewer than 50 Shares,  except to  purchase  the  remaining
Shares purchasable under such option.  Payment shall be made as follows:  (i) in
United States dollars by cash or by check,  certified check, bank draft or money
order  payable  to the  order  of the  Company;  (ii) at the  discretion  of the
Committee,  by  delivering  to the Company  Shares  already  owned by the option
holder  and  having a Fair  Market  Value on the date of  exercise  equal to the
exercise  price, or a combination of such Shares and cash; or (iii) by any other
proper method specifically approved by the Committee.

            (h) In order to assist  an option  holder  with the  acquisition  of
Shares  pursuant  to the  exercise  of an option  granted  under  the Plan,  the
Committee may, in its discretion and subject to the  requirements  of applicable
statutes, rules and regulations,  whenever, in its judgment, such assistance may
reasonably be expected to benefit the Company,  authorize, either at the time of
the grant of the option or thereafter  (i) the extension of a loan to the option
holder by the  Company,  (ii) the payment by the option  holder of the  purchase
price of the Shares in  installments,  or (iii) the guaranty by the Company of a
loan  obtained by the option  holder from a third  party.  The  Committee  shall
determine  the  terms of any  such  loan,  installment  payment  arrangement  or
guaranty,  including  the interest  rate and other terms of  repayment  thereof.
Loans, installment payment arrangements and guaranties may be authorized with or
without  security and the maximum  amount  thereof shall be the option price for
the Shares being acquired plus related interest payments.

            (i) The aggregate  Fair Market Value  (determined at the time an ISO
is granted) of the Shares as to which an Employee may first exercise ISOs in any
one calendar year under all incentive  stock option plans of the Company and its
Subsidiaries may not exceed $100,000.

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<PAGE>
            (j)  An  ISO  may  be  granted  to an  Employee  owning,  or  who is
considered  as owning by applying  the rules of  ownership  set forth in Section
424(d) of the Code,  over 10% of the total combined  voting power of all classes
of stock of the Company or any Subsidiary if the option price of such ISO equals
or exceeds  110% of the Fair  Market  Value of a Share on the date the option is
granted and such ISO expires not more than five years after the date of grant.

            (k)  In the  event  of a sale  of  all or  substantially  all of the
Company's assets,  each outstanding  option shall become exercisable in whole or
in part, without regard to any vesting provisions or employment  conditions that
may be contained in this Plan or in any agreement  with the optionee,  and shall
remain exercisable, in whole or in part, until it expires by its terms.

            (l) If an option granted to the Company's Chief Executive Officer or
to any of the Company's other four most highly compensated  officers is intended
to qualify as "performance-based" compensation under Section 162(m) of the Code,
the exercise price of such option shall not be less than 100% of the Fair Market
Value of a Share on the date such option is granted.

7.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

            (a) Subject to any required regulatory  approval,  new option rights
may be  substituted  for the  option  rights  granted  under  the  Plan,  or the
Company's duties as to options  outstanding under the Plan may be assumed,  by a
corporation other than the Company,  or by a parent or subsidiary of the Company
or such corporation, in connection with any merger, consolidation,  acquisition,
sale of all or substantially all assets, separation, reorganization, liquidation
or like occurrence in which the Company is involved.

            (b) The existence of outstanding options shall not affect in any way
the right or power of the Company or its  stockholders  to make or authorize any
or all adjustments,  recapitalizations,  reorganizations or other changes in the
Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issuance of shares or subscription  rights or any merger or
consolidation of the Company, or any issuance of bonds, debentures, preferred or
prior  preference  stock ahead of or affecting the Shares or the rights thereof,
or the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar  character or  otherwise;  provided,  however,  that if the
outstanding Shares shall at any time be changed or exchanged by declaration of a
stock  dividend,  stock split,  combination of shares or  recapitalization,  the
number  and  kind of  Shares  subject  to the  Plan or  subject  to any  options
theretofore granted, and the option prices, shall be

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<PAGE>
appropriately and equitably adjusted so as to maintain the proportionate  number
of Shares without changing the aggregate option price.

            (c) Adjustments  under this Section 7 shall be made by the Committee
whose  determination  as to what  adjustments,  if any,  shall be made,  and the
extent thereof, shall be final.

8.    PRIVILEGES OF STOCK OWNERSHIP

            No  option  holder  shall be  entitled  to the  privileges  of stock
ownership as to any Shares not actually issued and delivered to him.

9.    SECURITIES REGULATION

            (a) Each option shall be subject to the  requirement  that if at any
time the Board of Directors or Committee shall in its discretion  determine that
the listing,  registration or qualification of the Shares subject to such option
upon any securities  exchange or under any Federal or state law, or the approval
or consent of any  governmental  regulatory  body,  is necessary or desirable in
connection with the issuance or purchase of Shares  thereunder,  such option may
not be  exercised  in  whole  or in  part  unless  such  listing,  registration,
qualification,  approval or consent  shall have been  effected or obtained  free
from any  conditions  not  reasonably  acceptable  to the Board of  Directors or
Committee.

            (b) Unless at the time of the exercise of an option and the issuance
of the Shares thereby purchased by any option holder hereunder there shall be in
effect as to such Shares a Registration  Statement  under the Securities Act and
the rules and  regulations of the Securities and Exchange  Commission,  or there
shall be  available  an  exemption  from the  registration  requirements  of the
Securities  Act, the option holder  exercising  such option shall deliver to the
Company at the time of exercise a certificate (i) acknowledging  that the Shares
so  acquired  may be  "restricted  securities"  within  the  meaning of Rule 144
promulgated  under the Securities  Act, (ii) certifying that he is acquiring the
Shares  issuable to him upon such exercise for the purpose of investment and not
with a view to their sale or  distribution;  and (iii)  containing  such  option
holder's  agreement  that such Shares may not be sold or  otherwise  disposed of
except in  accordance  with  applicable  provisions of the  Securities  Act. The
Company shall not be required to issue or deliver  certificates for Shares until
there  shall  have  been  compliance  with  all  applicable   laws,   rules  and
regulations,  including the rules and regulations of the Securities and Exchange
Commission and of any securities exchange or automated quotation system on which
the Shares may be listed or traded.

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<PAGE>

10.   EMPLOYMENT OR RETENTION OF OPTION HOLDERS

            Nothing  contained in the Plan or in any option  agreement  executed
and  delivered  thereunder  shall  confer  upon any  option  holder any right to
continue  in the employ or  retention  of the  Company or any  Subsidiary  or to
interfere  with the right of the Company or any  Subsidiary  to  terminate  such
employment or retention at any time.

11.   WITHHOLDING; DISQUALIFYING DISPOSITION

            (a) The Company  shall have the right to withhold from any salary or
other  compensation  for  employment  services  of an option  holder all amounts
required  to  satisfy  withholding  tax  liabilities  arising  from the grant or
exercise of an option under the Plan or the acquisition or disposition of Shares
acquired upon exercise of any such option.

            (b) In the  case  of  disposition  by an  option  holder  of  Shares
acquired upon exercise of an ISO within (i) two years after the date of grant of
such ISO,  or (ii) one year after the  transfer  of such  Shares to such  option
holder,  such option  holder  shall give  written  notice to the Company of such
disposition  not later than 30 days after the occurrence  thereof,  which notice
shall include all such  information  as may be required by the Company to comply
with applicable  provisions of the Code and shall be in such form as the Company
shall from time to time determine.

12.   AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN

            Subject to any required regulatory approval,  the Board of Directors
or  Committee  may at any time amend,  suspend or terminate  the Plan,  provided
that,  except  as set forth in  Section 7 above,  no  amendment  may be  adopted
without the approval of stockholders which would:

            (a)   increase   the   number  of  Shares   which  may  be  issued
pursuant to the exercise of options granted under the Plan;

            (b) permit  the grant of an ISO under the Plan with an option  price
less than 100% of the Fair Market Value of the Shares at the time such option is
granted;

            (c)   change the provisions of Section 4;

            (d)   extend  the  term  of  an  option  or  the   period   during
which an option may be granted under the Plan; or

            (e) decrease an option  exercise price  (provided that the foregoing
does not  preclude  the  cancellation  of an  option  and a new grant at a lower
exercise price without stockholder approval).

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<PAGE>
Unless the Plan shall theretofore have been terminated by the Board of Directors
or  Committee,  the Plan  shall  terminate  on April 9,  2002.  No option may be
granted  during the term of any  suspension of the Plan or after  termination of
the Plan.  The  amendment  or  termination  of the Plan shall not,  without  the
written consent of the option holder to be affected,  alter or impair any rights
or obligations under any option theretofore  granted to such option holder under
the Plan.

13.   EFFECTIVE DATE

            The effective  date of the Plan shall be April 10, 1992,  subject to
its approval by stockholders of the Company not later than April 9, 1993.

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