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                                                                   EXHIBIT 10.21
 
                               VISIO CORPORATION

                       1995 EMPLOYEE STOCK PURCHASE PLAN


                              SECTION 1.  PURPOSE

     The purposes of the Visio Corporation 1995 Employee Stock Purchase Plan
(the "Plan") are (i) to assist employees of Visio Corporation and its subsidiary
corporations in acquiring a stock ownership interest in the Company pursuant to
a plan that is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended, and (ii) to help
employees provide for their future security and to encourage them to remain in
the employment of the Company and its subsidiary corporations.

                            SECTION 2.  DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below.

     "Board" means the Board of Directors of the Company.

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

     "Committee" means the committee appointed to administer the Plan pursuant
to Section 3.

     "Company" means Visio Corporation, a Washington corporation.

     "Eligible Compensation" means all regular cash compensation including
overtime, cash bonuses and commissions.  Regular cash compensation does not
include severance pay, hiring and relocation bonuses, pay in lieu of vacations,
sick leave or any other special payments.

     "Eligible Employee" means any employee who meets the following criteria:

          (i)  the employee does not, immediately after the option is granted,
               own stock (as defined by Code Sections 423(b)(3) and 424(d))
               possessing 5% or more of the total combined voting power or value
               of all classes of stock of the Company or of a Parent Corporation
               or Subsidiary Corporation of the Company;
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          (ii)   the employee's customary employment is not 20 hours or fewer
                 per week; and

          (iii)  the employee's customary employment is for more than five
                 months in any calendar year.

     "ESPP Broker" has the meaning set forth in Section 10.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Offering" has the meaning set forth in Section 5.1.

     "Offering Date" means the first day of an Offering.

     "Offering Period" means a 24-month period.

     "Option" means an option granted under the Plan to an Eligible Employee to
purchase shares of Stock.

     "Parent Corporation" means any corporation, other than the Company, in an
unbroken chain of corporations ending with the Company, if, at the time of the
granting of the Option, each of the corporations, other than the Company, owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

     "Participant" means any Eligible Employee who has elected to participate in
an Offering.

     "Plan" means the Visio Corporation 1995 Employee Stock Purchase Plan.

     "Plan Year" means the fiscal year beginning on October 1 and ending on the
Friday closest to September 30.

     "Purchase Date" means the last day of each Purchase Period.

     "Purchase Period" means each of the four consecutive purchase periods of
six months' duration during each Offering Period.

     "Purchase Price" has the meaning set forth in Section 8.

     "Stock" means the common stock of the Company.

     "Subscription Date" means the last business day prior to an Offering Date.

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     "Subsidiary Corporation" means any corporation, other than the Company, in
an unbroken chain of corporations beginning with the Company, if, at the time of
the granting of the Option, each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

                           SECTION 3.  ADMINISTRATION

     The Plan shall be administered by the Board or by a committee appointed by,
and consisting of one or more members of, the Board.  The Board may delegate the
responsibility for administering the Plan with respect to designated classes of
eligible Participants to different committees, subject to such limitations as
the Board deems appropriate.  Committee members shall serve for such terms as
the Board may determine, subject to removal by the Board at any time.  Any
subsequent references to the Board shall also mean the Committee if it has been
appointed.  All questions of interpretations of the Plan or of any Option shall
be determined by the Board and shall be final and binding upon all persons
having an interest in the Plan.  Subject to the provisions of the Plan, the
Board shall determine all the relevant terms and conditions of options granted
pursuant to the Plan; provided, however, that all Participants granted options
pursuant to the Plan shall have the same rights and privileges within the
meaning of Code Section 423(b)(5).

                       SECTION 4.  STOCK SUBJECT TO PLAN

     Subject to adjustment from time to time as provided in Section 21, a
maximum of 750,000 shares of Stock shall be available for issuance under the
Plan.  Shares issued under the Plan shall be drawn from authorized and unissued
shares or shares now held or subsequently acquired by the Company as treasury
shares.

                          SECTION 5.  OFFERING DATES

5.1  Offering Periods

     Except as otherwise set forth below, the Plan shall be implemented by a
series of Offerings.  Offerings shall commence on October 1 and April 1 of each
year and end on the second September 30 and March 31, respectively, occurring
thereafter (an "Offering").  Notwithstanding the foregoing, the Board may
establish (a) a different term for one or more Offerings and (b) different
commencing and ending dates for such Offerings.  An employee who becomes
eligible to participate in the Plan after an Offering Period has commenced shall
not be eligible to participate in such Offering but may participate in any
subsequent Offering provided such employee is still an

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Eligible Employee as of the commencement of any such subsequent Offering.
Eligible Employees may not participate in more than one Offering at a time. In
the event the first or the last day of an Offering Period is not a business day,
the Company shall specify the business day that will be deemed the first or last
day, as the case may be, of the Offering Period.

5.2  Purchase Periods

     Each Offering Period shall consist of four consecutive Purchase Periods.
The last day of each Purchase Period shall be the Purchase Date for such
Purchase Period.  A Purchase Period commencing on October 1 shall end on the
next March 31.  A Purchase Period commencing on April 1 shall end on the next
September 30.  Notwithstanding the foregoing, the Board may establish (a) a
different term for one or more Purchase Periods and (b) different commencing
dates and Purchase Dates for any such Purchase Period.  In the event the first
or last day of a Purchase Period is not a business day, the Company shall
specify the business day that will be deemed the first or last day, as the case
may be, of the Purchase Period.

5.3  Governmental Approval; Stockholder Approval

     Notwithstanding any other provision of the Plan to the contrary, an Option
granted pursuant to the Plan shall be subject to (i) obtaining all necessary
governmental approvals and qualifications of the Plan and the issuance of
Options and sale of Stock pursuant to the Plan and (ii) obtaining stockholder
approval of the Plan.

                     SECTION 6.  PARTICIPATION IN THE PLAN

6.1  Initial Participation

     An Eligible Employee shall become a Participant on the first Offering Date
after satisfying the eligibility requirements and delivering to the Company's
payroll office not later than the last business day before such Offering Date
(the "Subscription Date") a subscription agreement indicating the Eligible
Employee's election to participate in the Plan and authorizing payroll
deductions.  An Eligible Employee who does not deliver a subscription agreement
to the Company's payroll office on or before the Subscription Date shall not
participate in the Plan for that Offering Period or for any subsequent Offering
Period unless such Eligible Employee subsequently enrolls in the Plan by filing
a subscription agreement with the Company by the Subscription Date for such
subsequent Offering Period.  The Company may, from time to time, change the
Subscription Date as deemed advisable by the Company in its sole discretion for
the proper administration of the Plan.

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6.2  Continued Participation

     A Participant shall automatically participate in the next Offering Period
until such time as such Participant withdraws from the Plan pursuant to Section
11.1 or 11.2 or terminates employment as provided in Section 13.  If a
Participant is automatically withdrawn from an Offering at the end of a Purchase
Period pursuant to Section 12, then the Participant shall automatically
participate in the Offering Period commencing on the next business day.  A
Participant is not required to file any additional subscription agreements for
subsequent Offerings in order to continue participation in the Plan.

              SECTION 7.  LIMITATIONS ON RIGHT TO PURCHASE SHARES

7.1  10,000 Share Limit

     Except as set forth below, during an Offering Period, each Participant
shall have an Option to purchase 10,000 shares of Stock.

7.2  $15,000 Limitation

     No Participant shall be entitled to purchase Stock under the Plan (or any
other employee stock purchase plan that is intended to meet the requirements of
Code Section 423 sponsored by the Company, a Parent Corporation or a Subsidiary
Corporation at a rate that exceeds $15,000 in fair market value, determined as
of the Offering Date for each Offering Period (or such other limit as may be
imposed by the Code), for each calendar year in which a Participant participates
in the Plan (or any other employee stock purchase plan described in this Section
7.2).

7.3  Pro Rata Allocation

     In the event the number of shares of Stock that might be purchased by all
Participants in the Plan exceeds the number of shares of Stock available in the
Plan, the Company shall make a pro rata allocation of the remaining shares of
Stock in as uniform a manner as shall be practicable and as the Company shall
determine to be equitable.

                           SECTION 8.  PURCHASE PRICE

     The purchase price at which Stock may be acquired in an Offering pursuant
to the exercise of all or any portion of an Option granted under the Plan (the
"Offering Exercise Price") shall be set by the Board; provided, however, that
the Purchase Price

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for the first Offering Period shall be the lesser of (a) 100% of the initial
public offering price per share of Stock, before underwriters' discounts or
concessions, set forth in that certain Underwriting Agreement between the
Company and the representatives of the underwriters when executed in connection
with the Company's initial public offering of the Stock and (b) the fair market
value of the Stock on the Purchase Date, and for each subsequent Offering Period
shall be not less than 85% of the lesser of (a) the fair market value of the
Stock on the Offering Date of such Offering or (b) the fair market value of the
Stock on the Purchase Date. The fair market value of the Stock on the Offering
Date or on the Purchase Date shall be the closing price quoted on the Stock on
such date. If the Stock is not listed on a national market system, the Board
shall designate an alternative method of determining the fair market value of
the Stock.

                     SECTION 9.  PAYMENT OF PURCHASE PRICE

9.1  General Rules

     Stock which is acquired pursuant to the exercise of all or any portion of
an Option may be paid for only by means of payroll deductions from the
Participant's Eligible Compensation.  Except as set forth in this Section 9, the
amount of compensation to be withheld from a Participant's Eligible Compensation
during each pay period shall be determined by the Participant's subscription
agreement.

9.2  Change Notices

     During an Offering Period, a Participant may elect to decrease the amount
withheld from his or her compensation by filing an amended subscription
agreement with the Company on or before the change notice date.  The change
notice date shall initially be the seventh day prior to the end of the first pay
period for which such election is to be effective; however, the Company may
change such change notice date from time to time.

9.3  Percent Withheld

     The amount of payroll withholding with respect to the Plan for any
Participant during any pay period shall be at least 1% but shall not exceed 15%
of the Participant's Eligible Compensation for such pay period.  Amounts shall
be withheld in whole percentages only.

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9.4  Payroll Deductions

     Payroll deductions shall commence on the first payday following the
Offering Date and shall continue to the end of the Offering Period unless sooner
altered or terminated as provided in the Plan.

9.5  Memorandum Accounts

     Individual accounts shall be maintained for each Participant for memorandum
purposes only.  All payroll deductions from a Participant's compensation shall
be credited to such account but shall be deposited with the general funds of the
Company.  All payroll deductions received or held by the Company may be used by
the Company for any corporate purpose.

9.6  No Interest

     Interest shall not be paid on sums withheld from a Participant's
compensation.

9.7  Acquisition of Stock

     On each Purchase Date of an Offering Period, each Participant who has not
withdrawn from the Offering or whose participation in the Offering is not
terminated on or before such date shall automatically acquire pursuant to the
exercise of the Participant's Option the number of whole shares of Stock arrived
at by dividing the total amount of the Participant's accumulated payroll
deductions for the Purchase Period by the Purchase Price; provided, however, in
no event shall the number of shares of Stock purchased by the Participant exceed
the number of shares of Stock subject to the Participant's Option.

9.8  Refund of Excess Amounts

     Any cash balance remaining in the Participant's account shall be refunded
to the Participant as soon as practical after the Purchase Date.  In the event
the cash to be returned to a Participant pursuant to the preceding sentence is
in an amount less than the amount necessary to purchase a whole share of Stock,
the Company may establish procedures whereby such cash is maintained in the
Participant's account and applied to the purchase of Stock in the subsequent
Purchase Period or Offering Period.

9.9  Withholding Obligations

     At the time the Option is exercised, in whole or in part, or at the time
some or all of the Stock is disposed of, the Participant shall make adequate
provision for

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federal and state withholding obligations of the Company, if any, that arise
upon exercise of the Option or upon disposition of the Stock. The Company may,
but shall not be obligated to, withhold from the Participant's compensation the
amount necessary to meet such withholding obligations.

9.10  Termination of Participation

      No Stock shall be purchased on behalf of a Participant on a Purchase Date
whose participation in the Offering or the Plan has terminated on or before such
Purchase Date.

9.11  Procedural Matters

      The Company may, from time to time, establish (i) limitations on the
frequency and/or number of changes in the amount withheld during an Offering,
(ii) an exchange ratio applicable to amounts withheld in a currency other than
U.S. dollars, (iii) payroll withholding in excess of the amount designated by a
Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, and (iv) such other
limitations or procedures as deemed advisable by the Company in the Company's
sole discretion that are consistent with the Plan and in accordance with the
requirements of Code Section 423.

9.12  Leaves of Absences

      During leaves of absence approved by the Company and meeting the
requirements of Treasury Regulation Section 1.421-7(h)(2), a Participant may
continue participation in the Plan by making cash payments to the Company on his
or her normal paydays equal to the amount of his or her payroll deduction under
the Plan had the Participant not taken a leave of absence.

                    SECTION 10.  EVIDENCE OF STOCK OWNERSHIP

      Promptly following each Purchase Date, the number of shares of Stock
purchased by each Participant shall be deposited into an account established in
the Participant's name at a stock brokerage or other financial services firm
designated by the Company (the "ESPP Broker").  A Participant shall be free to
undertake a disposition of the shares of Stock in his or her account at any
time, but in the absence of such a disposition, the shares of Stock must remain
in the Participant's account at the ESPP Broker until the holding period set
forth in Code Section 423(a) has been satisfied.  With respect to shares of
Stock for which the Code Section 423(a) holding periods have been satisfied, the
Participant may move those shares of Stock to another

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brokerage account of the Participant's choosing or request that a stock
certificate be issued and delivered to him or her. A Participant who is not
subject to payment of U.S. income taxes may move his or her shares of Stock to
another brokerage account of his or her choosing or request that a stock
certificate be delivered to him or her at any time, without regard to the Code
Section 423(a) holding period.

                       SECTION 11.  VOLUNTARY WITHDRAWAL

11.1  Withdrawal From an Offering

      A Participant may withdraw from an Offering by signing and delivering to
the Company's payroll office a written notice of withdrawal on a form provided
by the Company for such purpose.  Such withdrawal may be elected at any time
prior to the end of an Offering Period, however, if a Participant withdraws
after the Purchase Date for a Purchase Period of an Offering, the withdrawal
shall not affect Stock acquired by the Participant in the earlier Purchase
Periods.  Unless otherwise indicated, withdrawal from an Offering shall not
result in a withdrawal from the Plan or any succeeding Offering therein.  A
Participant is prohibited from again participating in the same Offering at any
time upon withdrawal from such Offering.  The Company may, from time to time,
impose a requirement that the notice of withdrawal be on file with the payroll
office for a reasonable period prior to the effectiveness of the Participant's
withdrawal.

11.2  Withdrawal From the Plan

      A Participant may withdraw from the Plan by signing a written notice of
withdrawal on a form provided by the Company for such purpose and delivering
such notice to the Company's payroll office.  In the event a Participant
voluntarily elects to withdraw from the Plan, the Participant may not resume
participation in the Plan during the same Offering Period, but may participate
in any subsequent Offering under the Plan by again satisfying the definition of
Eligible Employee.  The Company may impose, from time to time, a requirement
that the notice of withdrawal be on file with the payroll office for a
reasonable period prior to the effectiveness of the Participant's withdrawal.

11.3  Return of Payroll Deductions

      Upon withdrawal from an Offering pursuant to Section 11.1 or 11.2, the
withdrawing Participant's accumulated payroll deductions that have not been
applied to the purchase of Stock shall be returned as soon as practical after
the withdrawal, without the payment of any interest, to the Participant and the
Participant's interest in

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the Offering shall terminate. Such accumulated payroll deductions may not be
applied to any other Offering under the Plan.

               SECTION 12.  AUTOMATIC WITHDRAWAL FROM AN OFFERING

     If the fair market value of the Stock on a Purchase Date of an Offering
(other than the final Purchase Date of such Offering) is less than the fair
market value of the shares on the Offering Date for such Offering, then every
Participant shall automatically (i) be withdrawn from such Offering at the close
of such purchase date and after the acquisition of Stock for such Purchase
Period (ii) be enrolled in the Offering commencing on the first business day
subsequent to such Purchase Period.

                     SECTION 13.  TERMINATION OF EMPLOYMENT

     Termination of a Participant's employment with the Company for any reason,
including retirement, death or the failure of a Participant to remain an
Employee eligible to participate in the Plan, shall terminate the Participant's
participation in the Plan immediately.  In such event, the payroll deductions
credited to the Participant's account since the last Purchase Date shall, as
soon as practical, be returned to the Participant or, in the case of a
Participant's death, to the Participant's legal representative, and all of the
Participant's rights under the Plan shall terminate.  Interest shall not be paid
on sums returned to a Participant pursuant to this Section 13.

                   SECTION 14.  RESTRICTIONS UPON ASSIGNMENT

     An Option granted under the Plan shall not be transferable otherwise than
by will or the laws of descent and distribution, and is exercisable during the
Participant's lifetime only by the Participant.  The Company will not recognize
and shall be under no duty to recognize any assignment or purported assignment
by a Participant, other than by will or the laws of descent and distribution, of
the Participant's interest in the Plan, of his or her Option or of any rights
under his or her Option.

                    SECTION 15.  EXCHANGE ACT HOLDING PERIOD

     Disposition of the shares of the Stock obtained upon exercise of the Option
by persons required to file Forms 3, 4 and 5 pursuant to Section 16 of the
Exchange Act, within six months of the Purchase Date, will cause the Option
grant to be treated as a purchase under Section 16(b) of the Exchange Act as of
the Purchase Date and could result in short-swing liability under Section 16(b).

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         SECTION 16.  NO RIGHTS OF STOCKHOLDER UNTIL CERTIFICATE ISSUED

     With respect to shares of the Stock subject to an Option, a Participant
shall not be deemed to be a stockholder of the Company, and he or she shall not
have any of the rights or privileges of a stockholder.  A Participant shall have
the rights and privileges of a stockholder of the Company when, but not until, a
certificate, or its equivalent, for shares has been issued to the Participant
following exercise of his or her Option.

                       SECTION 17.  AMENDMENT OF THE PLAN

     The Board of Directors may amend, suspend or terminate the Plan at any time
and from time to time; provided that approval by the vote of the holders of more
than 50% of the outstanding shares of the Company's Stock entitled to vote shall
be required to amend the Plan to (i) change the number of shares of the Stock
reserved for the Options under the Plan, (ii) decrease the Purchase Price below
a price computed in the manner stated in Section 8, or (iii) alter the
requirements of eligibility to participate in the Plan.

                     SECTION 18.  NO RIGHTS AS AN EMPLOYEE

     Nothing in the Plan shall be construed to give any person (including any
Eligible Employee or Participant) the right to remain in the employ of the
Company or a Parent or Subsidiary of the Company or to affect the right of the
Company and Parents and Subsidiaries of the Company to terminate the employment
of any person (including any Eligible Employee or Participant) at any time with
or without cause.

                               SECTION 19.  TERM

     No Option may be granted during any period of suspension or after
termination of the Plan, and in no event may any Option be granted under the
Plan after ten years from commencement of the Plan.

                      SECTION 20.  EFFECT UPON OTHER PLANS

     The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Parent or Subsidiary of the
Company.  Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or Subsidiary Corporation to (a) establish any
other forms of incentives or compensation for employees of the Company, Parent
Corporation or Subsidiary Corporation or (b) grant or assume options otherwise
than under this Plan in connection with any proper corporate purpose, including,
but not by way of limitation,

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the grant or assumption of options in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business, stock or
assets of any corporation, firm or association.

                            SECTION 21.  ADJUSTMENTS

21.1  Adjustment of Shares

      In the event that at any time or from time to time a stock dividend, stock
split, spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to stockholders other than a normal cash dividend,
or other change in the Company's corporate or capital structure results in (a)
the outstanding shares, or any securities exchanged therefor or received in
their place, being exchanged for a different number or class of securities of
the Company or of any other corporation or (b) new, different or additional
securities of the Company or of any other corporation being received by the
holders of shares of Common Stock of the Company, then the Committee, in its
sole discretion, shall make such equitable adjustments as it shall deem
appropriate in the circumstances in the maximum number of shares of Stock
subject to the Plan as set forth in Section 4.  The determination by the
Committee as to the terms of any of the foregoing adjustments shall be
conclusive and binding.

21.2  Limitations

      The grant of Options will in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

                              SECTION 22.  GENERAL

22.1  Registration; Certificates for Shares

      The Company shall be under no obligation to any Participant to register
for offering or resale under the Securities Act of 1933, as amended, or register
or qualify under state securities laws, any shares of Stock. The Company may
issue certificates for shares with such legends and subject to such restrictions
on transfer and stop-transfer instructions as counsel for the Company deems
necessary or desirable for compliance by the Company with federal and state
securities laws.

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22.2  Compliance With Laws and Regulations

      It is the Company's intention that, so long as any of the Company's equity
securities are registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, the Plan shall comply in all respects with Rule 16b-3 under the Exchange
Act and, if any Plan provision is later found not to be in compliance with such
Rule, the provision shall be deemed null and void, and in all events the Plan
shall be construed in favor of its meeting the requirements of Rule 16b-3.

      Adopted by the Board of Directors on September 12, 1995 and approved by
the Company's shareholders on October 5, 1995.

      Amended by the Board of Directors on October 22, 1996 and April 23, 1997.

      Stock Subject To Plan as set forth is Section 4 reflects the three-for-two
stock split effective October 17, 1995 and the two-for-one stock split effective
August 8, 1997.

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                                AMENDMENT NO. 1

                                    TO THE

                               VISIO CORPORATION

                       1995 EMPLOYEE STOCK PURCHASE PLAN


     The Visio Corporation 1995 Employee Stock Purchase Plan (the "Plan") is
hereby amended as follows:

     1.  Section 15 of the Plan shall be deleted.

     2.  Section 22.2 of the Plan shall be deleted.

     The effective date of such amendments shall be October 22, 1996.


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                                AMENDMENT NO. 2

                                     TO THE

                               VISIO CORPORATION

                       1995 EMPLOYEE STOCK PURCHASE PLAN


     The Visio Corporation 1995 Employee Stock Purchase Plan (the "Plan") is
hereby amended as follows:

     1.  The definition of "Eligible Employee" under Section 2 of the Plan is
         hereby amended to read as follows:

         "Eligible Employee" means any employee of the Company or its
         designated subsidiaries (as specifically designated from time to time
         by the Board) who meets the following criteria:

              (i)   the employee does not, immediately after the option is
                    granted, own stock (as defined by Code Sections 423(b)(3)
                    and 424(d)) possessing 5% or more of the total combined
                    voting power or value of all classes of stock of the
                    Company or of a Parent Corporation or Subsidiary
                    Corporation of the Company;

              (ii)  the employee's customary employment is not 20 hours or fewer
                    per week; and

              (iii) the employee's customary employment is for more than five
                    months in any calendar year.

     2.  Section 5.1 of the Plan is hereby amended to read as follows:

         5.1  Offering Periods

              Except as otherwise set forth below, the Plan shall be implemented
         by a series of Offerings. Offerings shall commence on October 1 and
         April 1 of each year and end on the second September 30 and March 31,
         respectively, occurring thereafter (an "Offering"). Notwithstanding the
         foregoing, the Board may establish (a) a different term for one or more
         Offerings and (b) different commencing and ending dates for such
         Offerings. An employee who becomes eligible to participate in the Plan
         after an Offering Period has

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         commenced shall not be eligible to participate in such Offering but may
         participate in any subsequent Offering provided such employee is still
         an Eligible Employee as of the commencement of any such subsequent
         Offering. In the event the first or the last day of an Offering Period
         is not a business day, the Company shall specify the business day that
         will be deemed the first or last day, as the case may be, of the
         Offering Period.

     3.  Section 7.2 of the Plan is hereby amended to read as follows:

         7.2  $25,000 Limitation

              No Participant shall be entitled to purchase Stock under the Plan
         (or any other employee stock purchase plan that is intended to meet the
         requirements of Code Section 423 sponsored by the Company, a Parent
         Corporation or a Subsidiary Corporation at a rate that exceeds $25,000
         in fair market value, determined as of the Offering Date for each
         Offering Period (or such other limit as may be imposed by the Code),
         for each calendar year in which a Participant participates in the Plan
         (or any other employee stock purchase plan described in this Section
         7.2).

     The effective date of such amendments shall be April 23, 1997.

 
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