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                                                                 Exhibit 10.3


                                   MEDIA 100 INC.

                        Key Employee Incentive Plan (1992),
                        as amended through January 19, 1998


1.        Plan; Purpose; General.  The purpose of this Key Employee Incentive
     Plan (1992) (the "Plan") is to advance the interests of Media 100 Inc.
     (formerly Data Translation, Inc.) (the "Company") by enhancing the ability
     of the Company and its subsidiaries to attract and retain selected
     advisers, consultants, key employees and directors, by creating for such
     persons incentives and rewards for their contributions to the success of
     the Company, and by encouraging such persons to become owners of shares of
     the Company's Common Stock, par value $0.01 per share (the "common stock"
     or "stock").  Options granted pursuant to the Plan may be incentive stock
     options as defined in Section 422 of the Internal Revenue Code of 1986, as
     amended (the "Code") (such options being referred to herein as "incentive
     options") or non-incentive options.  The proceeds received from the sale of
     stock pursuant to the Plan shall be used for general corporate purposes. 
     Except as otherwise expressly provided with respect to an option grant, no
     option granted pursuant to the Plan shall be an incentive option.

2.        Effective Date of Plan.  This Plan will become effective upon approval
     by at least a majority of the votes cast at the next duly called Annual
     Meeting of Stockholders of the Company at which a quorum representing a
     majority of the voting power of all outstanding voting stock of the Company
     is, either in person or by proxy, present and voting thereon or at any
     adjournment thereof.  Grants of awards under the Plan may be made prior to
     that date (but after Board adoption of the Plan), subject to approval of
     the Plan by such shareholders.(1)

3.        Administration of the Plan.  The Plan will be administered by the
     Board of Directors (the "Board") of the Company.  The Board will have
     authority, to take all action necessary or appropriate thereunder, to
     interpret its provisions, and to decide all questions and resolve all
     disputes which may arise in connection therewith.  Such determinations of
     the Board shall be conclusive and shall bind all parties.

          The Board may, in its discretion, delegate some or all of its powers
     with respect to the Plan to the Executive Compensation and Stock Option
     Committee or any other committee (the "Committee"), in which event all
     references to the Board hereunder, except the references in Section 11
     hereof, shall be deemed to refer to the Committee.  The Committee, if one
     is appointed, shall consist of not fewer than two members, and each member
     of the Committee shall be, at the time 

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(1) The Plan was approved by the requisite vote of stockholders at the Annual
Meeting of Stockholders of the Company held on April 8, 1992.


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     of his appointment and at any time he exercises discretion in administering
     the Plan, a "non-employee director" as that term is defined in Rule 16b-3
     adopted pursuant to the Securities Exchange Act of 1934, as amended.  A
     majority of the members of any such Committee shall constitute a quorum,
     and all determinations of the Committee shall be made by a majority of its
     members.  Any determination of the Committee under the Plan may be made
     without notice or meeting of the Committee by a writing signed by a
     majority of the Committee members.

4.        Eligibility.  The "Participants" in the Plan will be such key
     employees, including part-time employees, advisers, consultants and
     directors whether or not they are employees, of the Company or of any of
     its present or future subsidiaries (as defined in Section 10) as may be
     selected from time to time by the Board in its discretion. 

          No incentive option shall be granted to a Participant who is not an
     "employee" as defined in the provisions of the Code or regulations
     thereunder applicable to incentive options.  No incentive option shall be
     granted to a Participant who at the time of grant owns, directly or
     indirectly through application or the attribution rules of Section 424(d)
     of the Code, stock possessing more than 10% of the total combined voting
     power of all classes of stock of the Company or of its subsidiaries (a
     "Ten-Percent Shareholder") unless (i) the option price at the time it is
     granted is at least 110% of the fair market value of the stock subject to
     the option, and (ii) the period of the option does not exceed five years
     from the date of grant.

5.        Grant of Awards.  Subject to the express provisions of the Plan, the
     Board shall have the sole authority and discretion (a) to determine which
     Participants will be granted awards; (b) to grant awards consisting of
     options or stock appreciation rights ("SARs"), or both to Participants; (c)
     to determine whether the options granted to any Participants shall be
     incentive options or non-incentive options; (d) to determine the time or
     times when awards will be granted and the number of shares of common stock
     to be subject to each award; (e) to determine the option price of the
     shares subject to each option in accordance with Section 6(a) hereof and
     the value of the shares subject to each SAR on the exercise date of such
     SAR in accordance with Section 6(d) hereof, and the method of payment of
     such price; (f) to determine the time or times when each award becomes
     exercisable and the duration of the exercise period; (g) to impose
     additional conditions or restrictions on any award, such conditions or
     restrictions, if any, to be set forth in the award form or other instrument
     evidencing the award; (h) to prescribe the form or forms of any instruments
     evidencing any awards granted under the Plan and of any other instruments
     required under the Plan and to make changes in such forms from time to
     time; (i) to determine the price, vesting schedule and other attributes of
     awards granted to Participants working abroad; and (j) to adopt, amend and
     rescind rules and regulations for the administration of the Plan and the
     awards and for its own acts and proceedings.  Subject to Section 


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     12 hereof, the Board shall also have the authority, in its sole discretion,
     both generally and in particular instances, to waive compliance by a
     Participant with any obligation to be performed by him under an award, to
     waive any condition or provision of an award, and to amend or cancel any
     award (and if an award is cancelled, to grant a new award on such terms as
     the Board shall specify) except that the Board may not take any action with
     respect to an outstanding award that would adversely affect the rights of
     the Participant under such award 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 Section 8(c) hereof.

          No award shall be granted on or after February 20, 2002 but awards
     previously granted may extend beyond that date.

6.        Terms and Conditions of Awards.

     a.        Exercise Price of Options.  The purchase price per share for
               shares issuable upon exercise of options shall be determined by
               the Board but in the case of incentive options shall not be less
               than 100% (110% in the case of an incentive option granted to a
               Ten-Percent Shareholder) of the fair market value of the stock on
               the date of grant; nor shall the option price be less, in the
               case of an original issue of authorized stock, than par value per
               share.  For this purpose, "fair market value" will be determined
               as set forth in Section 10 hereof.

     b.        Period of Options.  An option shall be exercisable during such
               period or periods as the Board may specify.  The latest date on
               which an option may be exercised (the "Final Exercise Date")
               shall be the date which is ten years (five years, in the case of
               an incentive option granted to a Ten-Percent Shareholder) from
               the date the option was granted or such earlier date as may be
               specified by the Board at the time the option is granted.

     c.        Exercise of Options.

          (i)       Unless the Board at the time of grant or at any other time
                    otherwise specifies in the case of a particular option or
                    options, each option shall first become exercisable with
                    respect to one-fifth of the shares covered by it upon the
                    completion of one year from the date of the grant of the
                    option (the "Initial Exercise Date"), and with respect to an
                    additional one-fifth each succeeding year until the option
                    becomes exercisable with respect to all of the shares
                    covered by it.  


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          (ii)      In the case of options intended to be incentive options, any
                    award forms or other instruments evidencing such options
                    shall contain such provisions relating to exercise and other
                    matters as are required of incentive options under the
                    applicable provisions of the Code and Treasury Regulations,
                    as from time to time in effect.

          (iii)          A person electing to exercise part or all of his
                    options shall give written notice to the Company, as
                    specified by the Board, of his election and of the number of
                    shares he has elected to purchase, such notice to be
                    accompanied by the instrument evidencing such option and any
                    other documents required by the Board, and shall at the time
                    of such exercise tender the purchase price of the shares he
                    has elected to purchase.  If the notice of election to
                    exercise is given by the executor or administrator of a
                    deceased Participant, or by the person or persons to whom
                    the option has been transferred by the Participant's will or
                    the applicable laws of descent and distribution, the Company
                    will be under no obligation to deliver shares pursuant to
                    such exercise unless and until the Company is satisfied that
                    the person or persons giving such notice is or are entitled
                    to exercise the option.

          (iv)      In the case of an option that is not an incentive option,
                    the Board shall have the right to require that the
                    Participant exercising the option remit to the Company an
                    amount sufficient to satisfy any federal, state, or local
                    withholding tax requirements (or make other arrangements
                    satisfactory to the Company with regard to such taxes) prior
                    to the delivery of any common stock pursuant to the exercise
                    of the option.  If permitted by the Board, either at the
                    time of the grant of the option or the time of exercise, the
                    Participant may elect, at such time and in such manner as
                    the Board may prescribe, to satisfy such withholding
                    obligation by (i) delivering to the Company common stock
                    owned by such individual having a fair market value equal to
                    such withholding obligation, or (ii) requesting that the
                    Company withhold from the shares of common stock to be
                    delivered upon exercise of the option a number of shares of
                    common stock having a fair market value equal to such
                    withholding obligation.


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               In the case of an incentive option, if at the time the option is
               exercised the Board determines that under applicable law and
               regulations the Company could be liable for the withholding of
               any federal, state or local tax with respect to a disposition of
               the common stock received upon exercise, the Board may require as
               a condition of exercise that the Participant exercising the
               option agree (i) to inform the Company promptly of any
               disposition (within the meaning of Section 424(c) of the Code and
               the regulations thereunder) of common stock received upon
               exercise, and (ii) to give such security as the Board deems
               adequate to meet the potential liability of the Company for the
               withholding of tax, and to augment such security from time to
               time in any amount reasonably deemed necessary by the Board to
               preserve the adequacy of such security.

     d.        Stock Appreciation Rights.  The Board in its discretion may grant
               SARs either in tandem with or independent of options awarded
               under the Plan.  Except as hereinafter provided, each SAR will
               entitle the Participant to receive upon exercise, with respect to
               each share of common stock to which the SAR relates, the excess
               of (i) the share's value on the date of exercise, over (ii) the
               share's fair market value on the date it was granted.  For
               purposes of clause (i), "value" shall mean fair market value;
               provided, that the Board may adjust such value to take into
               account dividends on the stock and may also grant SARs that
               provide, in such limited circumstances following a change in
               control of the Company (as determined by the Board) as the Board
               may specify, that "value" for purposes of clause (i) is to be
               determined by reference to a specified value (which may include
               an average of values) for the common stock during a period
               immediately preceding the change in control, all as determined by
               the Board.  The amount payable to a Participant upon exercise of
               an SAR shall be paid either in cash or in shares of common stock,
               as the Board determines.  Each SAR shall be exercisable during
               such period or periods and on such terms as the Board may
               specify.  No SAR shall be exercisable after the date which is ten
               years from the date of grant.

     e.        Payment for and Delivery of Shares.  Shares which are subject to
               options shall be issued only upon receipt by the Company of full
               payment of the purchase price for the shares as to which the
               award is exercised.  The purchase price shall be payable by the
               option holder to the Company either (i) in cash or by check, bank
               draft or money order payable to the order of the Company; or (ii)
               if so permitted by the Board (which in the case of an incentive
               option, shall specify such method of payment at the time of
               grant), (A) 


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               through the delivery of shares of common stock (duly owned by the
               option holder and for which the option holder has good title free
               and clear of any liens and encumbrances and which, in the case of
               common stock acquired from the Company, shall have been held for
               at least six months) having a fair market value on the last
               business day preceding the date of exercise equal to the purchase
               price or (B) by delivery of a promissory note of the option
               holder to the Company, such note to be payable on such terms as
               are specified by the Board or (C) by delivery of an unconditional
               and irrevocable undertaking by a broker to deliver promptly to
               the Company sufficient funds to pay the exercise price; or (iii)
               by a combination of the permissible forms of payment as provided
               in (i) and (ii) above; provided, that if the common stock
               delivered upon exercise of the option is an original issue of
               authorized common stock, at least so much of the exercise price
               as represents the par value of such common stock shall be paid
               other than with a personal check or promissory note of the person
               exercising the option.

                    The Company shall not be obligated to deliver any shares
               unless and until, in the opinion of the Company's counsel, all
               applicable federal and state laws and regulations have been
               complied with, nor, if the outstanding common stock is at the
               time listed on any securities exchange, unless and until the
               shares to be delivered have been listed (or authorized to be
               added to the list upon official notice of issuance) upon such
               exchange, nor unless and until all other legal matters in
               connection with the issuance and delivery of shares have been
               approved by the Company's counsel.  Without limiting the
               generality of the foregoing, the Company may require from the
               person exercising an option such investment representation or
               such agreement, if any, as counsel for the Company may consider
               necessary in order to comply with the Securities Act of 1933, as
               amended, and may require that such person agree that any sale of
               the shares will be made only on a national securities exchange or
               in such other manner as is permitted by the Board and that he
               will notify the Company before he makes any disposition of the
               shares whether by sale, gift or otherwise.

                    A Participant shall have the rights of a shareholder only as
               to shares actually acquired by him under the Plan.

     f.        Nontransferability of Awards.  No award may be sold, assigned or
               otherwise transferred or disposed of in any manner whatsoever
               other than by will or by the laws of descent and distribution,
               and 


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               during the Participant's lifetime the award may be exercised only
               by him.

     g.        Forfeiture of Awards upon Termination of Employment.  If a
               Participant's (other than a non-employee director's) employment
               or service with the Company and its subsidiaries terminates for
               any reason other than death, the portion of any award held by the
               Participant that was not exercisable immediately prior to such
               termination of employment or service shall immediately expire and
               except as the Board may otherwise determine, in its sole
               discretion, the remaining portion, if any, of the award shall
               continue to be exercisable for a period of ninety (90) days
               immediately following the date of termination of the
               Participant's employment or other service with the Company and
               its subsidiaries.  Notwithstanding the foregoing, if the
               Participant was terminated for cause all awards held by the
               Participant immediately prior to such termination, whether or not
               then exercisable, shall immediately expire.(2) For purposes of
               this Section 6(g), employment shall not be considered terminated
               (i) in the case of sick leave or other bona fide leave of absence
               approved for purposes of the Plan by the Board, so long as the
               Participant's right to reemployment is guaranteed either by
               statute or by contract, (ii) in the case of a transfer of
               employment between the Company and a subsidiary or between
               subsidiaries, or to the employment of a corporation (or a parent
               or subsidiary corporation of such corporation) issuing or
               assuming an option in a transaction to which Section 424(a) of
               the Code applies, or (iii) in the case of a transfer of
               employment between the Company and its wholly-owned subsidiary
               Data Translation, Inc. (formerly Data Translation II, Inc.)
               ("DTI") and subsequent distribution  of the stock of such
               subsidiary to the Company's stockholders (the "Distribution");
               provided, that this 

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(2) The preceding two sentences were adopted by amendment dated January 19, 1998
and are effective as to awards granted, regranted or amended on or after such
date, except as the Board may otherwise determine; provided, that any incentive
option granted prior to such date that is amended on or after such date shall
not be subject to such amendment without the consent of the Participant holding
the option if application of such amendment would cause the option (as amended)
to fail to qualify as an incentive stock option.  With respect to all awards
which are not subject to the foregoing amendment, the following provision shall
apply:
     "If a Participant's (other than a non-employee director's) employment
     or service with the Company and its subsidiaries terminates for any
     reason other than death, all awards held by the Participant shall
     terminate unless the Board determines, in its sole discretion, that
     such awards as were exercisable immediately prior to termination shall
     continue to be exercisable for a period of time after termination (but
     in no event beyond the Final Exercise Date).  If the Board determines
     that a post-termination exercise period for exercisable awards is
     appropriate, such awards shall terminate and be forfeited after
     completion of such period to the extent not previously exercised,
     expired or terminated."


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               clause (iii) shall apply only in the case of Participants whose
               transfer of employment to DTI occurs in connection with the
               Distribution; and further provided, that in the case of any such
               Participant, post-Distribution service for DTI shall be treated
               for purposes of this paragraph as service for the Company and any
               post-Distribution termination of employment with DTI shall be
               treated for purposes of this paragraph as a termination of
               employment with the Company and its subsidiaries.  The Company
               may require that any Participant described in clause (iii) above
               provide, prior to any post-Distribution exercise of an award
               hereunder by such Participant and as a condition thereto,
               evidence satisfactory to the Company as to the period of such
               Participant's employment with DTI.

     h.        Death.  If a Participant dies at a time when he is entitled to
               exercise an option, then at any time or times within one year
               after his death (or such further period as the Board may allow)
               such option may be exercised, as to all or any of the shares
               which the Participant was entitled to purchase immediately prior
               to his death, by his executor or administrator or the person or
               persons to whom the option is transferred by will or the
               applicable laws of descent and distribution, and except as so
               exercised such option will expire at the end of such period.  In
               no event, however, may any option be exercised after the Final
               Exercise Date.

     i.        Confidentiality Agreement.  Each Employee, including employees of
               DTI who received options while employees of the Company, shall
               execute, prior to or contemporaneously with the grant of any
               option to such Participant hereunder, the Company's then standard
               form of agreement relating to confidentiality, inventions and the
               like.

7.        Replacement Awards.  The Company may grant awards under the Plan on
     terms differing from those provided in Section 6, where such awards are
     granted in substitution for awards held by employees of another corporation
     who concurrently become employees of the Company or a subsidiary as the
     result of a merger or consolidation of that corporation with the Company or
     a subsidiary, or the acquisition by the Company or a subsidiary of property
     or stock of that corporation.  The Board may direct that the substitute
     awards be granted on such terms and conditions as the Board considers
     appropriate in the circumstances.  Such awards will be in addition to those
     which may be granted under the Plan and will not be counted as granted
     under the Plan.


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8.        Shares Subject to Plan.

     a.        Number of Shares and Stock to be Delivered.  Shares delivered
               pursuant to this Plan shall in the discretion of the Board be
               authorized but unissued shares of common stock or previously
               issued stock acquired by the Company.  Subject to adjustment as
               described below and exclusive of the shares that are subject to
               the options provided for in Section 13, the aggregate number of
               shares which may be delivered under this Plan shall not exceed
               2,000,000 shares of common stock of the Company.

     b.        Limitations on Grants to Individuals.   Subject to adjustment as
               described below and exclusive of the shares that are subject to
               the options provided for in Section 13, the aggregate number of
               shares for which options may be granted under this Plan to any
               individual in any calendar year shall not exceed 250,000 shares
               of common stock of the Company.

     c.        Changes in Stock.  In the event of a stock dividend, stock split
               or combination of shares, recapitalization, merger in which the
               Company is the surviving corporation or other change in the
               Company's capital stock, the number and kind of shares of stock
               or securities of the Company to be subject to the Plan and to
               options then outstanding or to be granted thereunder, the maximum
               number of shares or securities which may be delivered under the
               Plan, the option price and other relevant provisions shall be
               appropriately adjusted by the Board, whose determination shall be
               binding on all persons.  In the event of a consolidation or
               merger in which the Company is not the surviving corporation or
               which results in the acquisition of substantially all the
               Company's outstanding stock by a single person or entity, or in
               the event of the sale or transfer of substantially all the
               Company's assets, all outstanding awards shall thereupon
               terminate, provided that at least twenty days prior to the
               effective date of any such merger, consolidation or sale of
               assets, all outstanding awards shall become exercisable
               immediately prior to consummation of such merger, consolidation
               or sale of assets, unless the Board shall have arranged for the
               surviving or acquiring corporation or an affiliate of that
               corporation to assume the awards or to grant to the Participants
               replacement awards having equivalent terms and conditions as
               determined by the Board including, in the case of incentive
               options, terms and conditions that satisfy the requirements of
               Section 424(a) of the Code.  


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                    The Board may also adjust the number of shares subject to
               outstanding awards granted under Sections 5 or 6 hereof, the
               exercise price of outstanding options and the terms of
               outstanding options to take into consideration material changes
               in accounting practices or principles, consolidations or mergers
               (except those described in the immediately preceding paragraph),
               acquisitions or dispositions of stock or property or any other
               event if it is determined by the Board that such adjustment is
               appropriate to avoid distortion in the operation of the Plan,
               including without limitation, the special option adjustments made
               in connection with the Distribution and described in Section 14
               herein.
               
9.        Employment Rights.  Neither the adoption of the Plan nor the grant of
     awards shall confer upon any Participant any right to continued employment
     with the Company or a subsidiary or affect in any way the right of the
     Company to terminate the employment of a Participant at any time.  Except
     as specifically provided by the Board, in its sole discretion, in any
     particular case, the loss of existing or potential profit in awards 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 Company to the Participant by contract
     or otherwise.

10.       Definitions.

     a.        For purposes of the Plan a subsidiary is any corporation (i) in
               which the Company owns, directly or indirectly, stock possessing
               50% or more of the total combined voting power of all classes of
               stock, or (ii) over which the Company has effective operating
               control; provided, however, that no corporation shall be deemed a
               subsidiary for the purpose of any provisions applicable to
               incentive options, and no incentive options shall be granted to
               employees of such corporation, unless in each case, such
               corporation shall constitute a subsidiary as defined in clause
               (i) above.  For special rules relating to DTI, see Section 14,
               below.

     b.        The fair market value of the common stock shall be determined in
               accordance with the applicable provisions of the Code or
               regulations issued thereunder, or in the absence of any such
               provisions or regulations, shall be deemed to be the last sale
               price at which such common stock is traded on the date in
               question as reported in the Wall Street Journal; or, if the Wall
               Street Journal is not published at the date in question or does
               not list the common stock, then in such other appropriate
               newspaper of general circulation as the Board may prescribe; or,
               if there is no sale of the common stock on the date in question
               or the last price at which the 


                                          10
<PAGE>

               common stock traded is not listed, then the mean between the bid
               and asked price at the close of the market on such day.

11.       Indemnification of Board.  In addition to and without affecting such
     other rights of indemnification as they may have as members of the Board or
     otherwise, each member of the Board shall be indemnified by the Company to
     the extent legally possible against reasonable expenses, including
     attorneys' fees, actually and reasonably incurred in connection with the
     defense of any action, suit or proceeding, or in connection with any appeal
     therein, to which he may be a party by reason of any action taken or
     failure to act under or in connection with the Plan, or any option granted
     thereunder, and against all judgments, fines and amounts paid by him in
     settlement thereof; provided that such payment of amounts so indemnified is
     first approved by a majority of the members of the Board who are not
     parties to such action, suit or proceeding, or by independent legal counsel
     selected by the Company, in either case on the basis of a determination
     that such member acted in good faith and in a manner he reasonably believed
     to be in or not opposed to the best interests of the Company; and except
     that no indemnification shall be made in relation to matters as to which it
     shall be adjudged in such action, suit or proceeding that such Board member
     is liable for negligence or misconduct in his duties; and provided, further
     that the Board member shall in writing offer the Company the opportunity,
     at its own expense, to handle and defend the same.

12.       Amendments.  The Board may at any time discontinue granting awards
     under the Plan.  The Board may at any time or times amend the Plan or amend
     any outstanding award or awards for the purpose of satisfying the
     requirements of Section 422 of the Code or of any changes in applicable
     laws or regulations, to comply with any applicable laws and requirements of
     foreign jurisdictions or for any other purpose that may at the time be
     permitted by law, provided that no such amendment will adversely affect the
     rights of any Participant (without his consent) under any award theretofore
     granted. 

13.       Non-Employee Directors.  Notwithstanding anything to the contrary
     contained elsewhere herein:

     a.        Eligible Directors and Grant.  Each director of the Company who
               is not a full-time employee of the Company or any of its
               subsidiaries and is a director on April 8, 1992 shall be
               automatically granted on such date non-incentive stock options
               covering 10,000 shares of common stock and each non-employee
               director who is initially elected after April 8, 1992 and prior
               to February 20, 2002 shall be granted on the date of such
               election non-incentive stock options covering 10,000 shares of
               common stock (notwithstanding the two-for-one split of the common
               stock effected on July 31, 1995), all such options to be
               exercisable with 


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               respect to one-fifth of the covered shares one year from the date
               of grant and with respect to an additional one-fifth each
               succeeding year.  

     b.        Terms of Options.  The Final Exercise Date of options granted
               pursuant to Section 13(a) hereof shall be 10 years from the date
               of grant.  If a director's service with the Company terminates
               for any reason other than death, in lieu of the provisions of
               Section 6(g) hereof, all options held by the director that are
               exercisable on the date of termination shall continue to be
               exercisable for a period of six months, but shall terminate
               immediately if the director was removed for cause or resigned
               under circumstances which in the opinion of the Board of
               Directors casts such discredit on the Company or him as to
               justify termination of his options.  After completion of said
               six-month period, such options shall terminate to the extent not
               previously exercised, expired or terminated.  All options held by
               a director that are not exercisable on the date such director's
               service with the Company terminates shall immediately terminate. 
               The purchase price for shares of common stock issuable upon the
               exercise of options granted pursuant to Section 13(a) hereof
               shall be the fair market value of the common stock at the close
               of business on the date the option is granted, determined in
               accordance with Section 10(b) hereof; provided, however, that in
               no event shall the exercise price be less than par value per
               share.

14.       Special Option Adjustments.  Notwithstanding any other provision of
     the Plan, each option outstanding under the Plan immediately prior to the
     Distribution (an "affected option") shall be adjusted in accordance with
     Section 8.7 of the Distribution Agreement between the Company and DTI dated
     as of November 19, 1996 (the "Distribution Agreement"). Except as otherwise
     provided herein, the adjusted option shall have substantially the same
     terms as prior to the Distribution.  To the extent any such adjustment
     shall be treated as an option grant for purposes of Section 8.7 of such
     Agreement, it shall be made in accordance with the terms of said Section
     8.7 and without regard to the option-grant rules and limitations set forth
     in this Plan.


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