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                                                                 EXHIBIT 10.6
                            COGNITRONICS CORPORATION
                             RESTRICTED STOCK PLAN


Section 1.  Purpose.

     The purpose of the Cognitronics Corporation Restricted Stock Plan is:
(a)to increase the proprietary interest in the Company of those Key Employees
whose responsibilities and decisions directly affect the performance of the
Company and its subsidiaries;

(b)to provide rewards for those Key Employees who make contributions to the
success of the Company and its subsidiaries; and

(c)to attract and retain persons of superior ability as Key Employees of the
Company and its subsidiaries.

Section 2.  Definitions.

"Award" means an award of Restricted Stock granted to any Key Employee in
accordance with the provisions of the Plan.

"Award Agreement" means the written agreement evidencing each Award between
the Key Employee and the Company.

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

"Cause" means (i) the Key Employee is convicted of a felony involving moral
turpitude; or (ii) the Key Employee is guilty of willful gross neglect or
willful gross misconduct in carrying out his duties, resulting, in either
case, in material economic harm to the Company, unless the Key Employee
believed in good faith that such act or nonact was in the best interests of
the Company.

"Change in Control"  means an event in which:

     (a)the stockholders of the Company approve (i) any consolidation or
merger of the Company or any of its subsidiaries where the stockholders of the
Company, immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, beneficially own, directly or
indirectly, shares representing in the aggregate more than 50% of all votes to
which all stockholders of the corporation issuing cash or securities in the
consolidation or merger (or of its ultimate parent corporation, if any) would
be entitled under ordinary circumstances to vote in an election of directors
or where the members of the Board, immediately prior to the consolidation or
merger, would not, immediately after the consolidation or merger, constitute a
majority of the Board of Directors of the corporation issuing cash or
securities in the consolidation or merger (or of its ultimate parent
corporation, if any), (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of transactions contemplated or arranged by any person
as a single plan) of all or substantially all of the assets of the Company or
(iii) any plan or proposal for the liquidation or dissolution of the Company;

     (b)persons who, as of the effective date hereof, constitute the entire
Board (as of the date hereof the "Incumbent Directors") cease for any reason
to constitute at least a majority of the Board, provided, however, that any
person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, is approved by a vote
of at least a majority of the then Incumbent Directors (other than an election
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or nomination of a person whose assumption of office is the result of an
actual or threatened election contest relating to the election of directors of
the Company, as such terms are used in Rule 14a-11 under the Exchange Act),
shall be considered an Incumbent Director; or

     (c)any "person", as such term is used in Sections 13(d) and 14(d) of the
Exchange Act (other than the Company, any of its subsidiaries, any employee
benefit plan of the Company or any of its subsidiaries or any entity
organized, appointed or established by the Company for or pursuant to the
terms of such plan), together with all "affiliates" and "associates" (as such
terms are defined in Rule 12b-2 under the Exchange Act) of such person,
becomes the "beneficial owner" or "beneficial owners" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities
of the Company representing in the aggregate 20% or more of either (i) the
then outstanding shares of Stock or (ii) the combined voting power of all then
outstanding securities of the Company having the right under ordinary
circumstances to vote in an election of directors to the Board ("Voting
Securities") (in either such case other than as a result of acquisitions of
such securities directly from the Company).

Notwithstanding the foregoing, a "Change in Control" will not have occurred
for purposes of clause (c) solely as the result of an acquisition of
securities by the Company which, by reducing the number of shares of Stock or
other Voting Securities outstanding, increases (i) the proportionate number of
shares of Stock beneficially owned by any person to 20% or more of the shares
of Stock then outstanding or (ii) the proportionate voting power represented
by the Voting Securities beneficially owned by any person to 20% or more of
the combined voting power of all then outstanding Voting Securities; provided,
however, that if any person referred to in clause (i) or (ii) of this sentence
thereafter becomes the beneficial owner of any additional shares of Stock or
other Voting Securities (other than pursuant to a stock split, stock dividend
or similar transaction), then a "Change in Control" will have occurred for
purposes of clause (c).

"Committee" means the Committee appointed by the Board to administer the Plan
pursuant to Section 4(a) hereof.

"Company" means Cognitronics Corporation and its successors and assigns.

"Constructive Termination Without Cause"  means a termination of a Key
Employee's employment at his initiative following the occurrence, without the
Key Employee's prior written consent, of one or more of the following events
(except in consequence of a prior termination):

(i)     a reduction in the Key Employee's base salary or the termination
or material reduction of any employee benefit or perquisite enjoyed by him
(other than as part of an across-the-board reduction applicable to all
executive officers of the Company);

(ii)     a material diminution in the Key Employee's duties or the assignment
to the Key Employee of duties which are materially inconsistent with his
duties or which materially impair the Key Employee's ability to function in
his position with the Company.

(iii)     the failure to continue the Key Employee's participation in any
incentive compensation plan unless a plan providing a substantially similar
opportunity is substituted; or

(iv)     the relocation of the Key Employee's office location as assigned to
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him by the Company to a location more than 50 miles from his prior office
location.

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

"Key Employee" means an officer or other key employee of any Participating Compa
ny who, in the judgment of the Committee, is responsible for or contributes to
the management, growth, technology or profitability of the business of any
Participating Company.

"Participating Company" means the Company or any subsidiary or other affiliate
of the Company.

"Plan" means the Cognitronics Corporation Restricted Stock Plan.

"Restricted Stock" means Stock delivered under the Plan subject to the
requirements of Section 7 hereof and such other restrictions as the Committee
deems appropriate or desirable.

"Stock"means the common stock ($.20 par value) of the Company.

"Total Disability" means the complete and permanent inability of a Key
Employee to perform substantially all of his or her duties under the terms of
his or her employment with any Participating Company, as determined by the
Committee upon the basis of such evidence, including independent medical
reports or data, as the Committee deems appropriate or necessary.

Section 3.  Effective Date.

     The effective date of the Plan shall be January 1, 1995, subject to
approval of the Plan by a majority of the Company's stockholders.
Notwithstanding anything in the Plan to the contrary, if the Plan shall have
been approved by the Board prior to such stockholder approval, Key Employees
may be selected and Award criteria may be determined and Awards may be made as
provided herein subject to subsequent stockholder approval.

Section 4.  Plan Administration.

(a)     Committee.  The Plan shall be administered by a Committee appointed by
the Board and serving at the Board's pleasure.  The Committee shall be
comprised of not less than two (2) members of the Board.  Members of the
Committee shall be members of the Board who are "disinterested persons" within
the meaning of Rule 16b-3 under the Exchange Act or a successor rule or
regulation.

(b)     Powers.  The Committee is authorized, subject to the provisions of the
Plan, to establish such rules and regulations as it deems necessary or
advisable for the proper administration of the Plan and to take such other
action in connection with or in relation to the Plan as it deems necessary or
advisable.  Each decision made or action taken pursuant to the Plan, including
interpretation of the Plan and the Awards granted hereunder by the Committee,
shall be final and conclusive for all purposes and upon all persons, including
without limitation, the Participating Companies, the Committee, the Board, Key
Employees and their respective successors in interest.

(c)     Indemnification.  No member or former member of the Committee or the
Board shall be liable for any action or determination made in good faith with
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respect to the Plan or any Award granted under it.  Each member or former
member of the Committee or the Board shall be indemnified and held harmless by
the Company against all costs and expenses (including counsel fees) and
liability (including any sum paid in settlement of a claim with the approval
of the Board) arising out of any act or omission to act in connection with the
Plan unless arising out of such member's own fraud or bad faith.  Such
indemnification shall be in addition to any rights of indemnification the
members or former members may have as directors or under the by-laws of the
Company.

(d)     Independent Advisors.  The Committee may employ such independent
professional advisors, including without limitation independent legal counsel
and counsel regularly employed by the Company, consultants and agents as the
Committee may deem appropriate for the administration of the Plan and may rely
upon any opinion received from any such counsel or consultant and any
computations received from any such consultant or agent.  All expenses
incurred by the Committee in interpreting and administering the Plan,
including without limitation meeting fees and expenses and professional fees,
shall be paid by the Company.

Section 5.  Participation.

     Participation in the Plan shall be limited to Key Employees of the
Participating Companies who have received written notification from the
Committee, or from a person designated by the Committee, that they have been
selected to participate in the Plan.  No employee shall at any time have any
right to be selected to participate in the Plan.  No Key Employee having been
granted an Award shall have any right to be granted an additional Award in the
future.  Neither the Plan nor any action taken thereunder shall be construed
as giving any Key Employee any right to be retained in the employ of the
Participating Companies.  The right and power of the Participating Companies
to dismiss or discharge any Key Employee, with or without cause, is
specifically reserved.

Section 6.  Award Grants and Agreements.

(a)     Grants.  The Chief Executive Officer ("CEO") of the Company may
recommend Key Employees to participate in the Plan, and may recommend the
timing, amount and restrictions, if any, and other terms and conditions of an
Award, subject to the terms of the Plan.  The Committee, in its sole
discretion, has the authority to grant Awards under the Plan, which may be
made in accordance with the recommendations of the CEO or otherwise.

(b)     Agreements.  Each Award shall be evidenced by a written Award
Agreement, in a form adopted by the Committee.  Each Award Agreement shall be
subject to and incorporate the express terms and conditions, if any, required
by the Plan, and contain such restrictions, terms and conditions as the
Committee may determine.

Section 7.  Restricted Stock.

(a)     Shares Subject to the Plan.  An aggregate of 285,000 shares of Stock
may be awarded under the Plan as Restricted Stock.  Any share of Restricted
Stock that is subject to an Award but that for any reason does not vest shall
again become available for an Award under the Plan.

(b)     Adjustments.  In the event of any change in the Stock subject to the
Plan (through merger, consolidation, reorganization, recapitalization, stock
dividend, split-up, spin-off, combination of shares, exchange of shares,
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issuance of rights to subscribe or other change in capital structure), the
Committee shall make appropriate adjustments in the amount of Stock available
for Awards under the Plan or subject to outstanding Awards, or the terms,
conditions or restrictions of such Awards as the Committee deems equitable to
prevent the dilution or enlargement of the benefits intended pursuant to the
Plan.

(c)     Custody of Shares.

     (i)     Each certificate representing shares of Restricted Stock issued
pursuant to an Award shall be registered in the name of the Key Employee and
held, together with a stock power endorsed in blank, by the Company.  Unless
and until such shares of Restricted Stock fail to vest and are forfeited as
provided herein, the Key Employee shall be entitled to vote all such shares of
Restricted Stock and receive all cash dividends, if any, with respect
thereto.  All other distributions with respect to such Restricted Stock,
including, but not limited to, Stock received as a result of a stock dividend,
stock split, combination of shares or otherwise, shall be retained by the
Company in escrow.  Each certificate of Restricted Stock issued pursuant to an
Award shall bear the following (or similar) legend:
"The transferability of this certificate and of the shares of Common Stock
represented hereby are subject to the terms and conditions (including vesting)
contained in the Cognitronics Corporation Restricted Stock Plan and an Award
Agreement entered into between the registered owner and Cognitronics
Corporation.  A copy of such Plan and Award Agreement is on file in the office
of the Secretary of Cognitronics Corporation."

     In lieu of the foregoing, the Company may issue stop transfer
instructions to its transfer agent or take such other steps as are necessary
to preclude the transfer of Restricted Stock.

     (ii)     Certificates representing shares of Restricted Stock which have
become vested pursuant to Section 7 hereof and which have been held by the
Company pursuant to Section 7(c) hereof shall be delivered by the Company to
the Key Employee (or the Key Employee's legal representative) in the form of a
freely transferable certificate, without legend (provided that the Key
Employee is not an "affiliate" of the Company within the meaning of Rule 405
adopted pursuant to the Securities Act of 1933, as amended) promptly after
becoming vested, provided, however, that the Company need not deliver such
certificates to a Key Employee until the Key Employee has paid or caused to be
paid all taxes required to be withheld pursuant to Section 8 hereof.

(d)     Restriction Period.

     (i)     Vesting Schedule.  Except as provided in Section 7(d)(ii),
7(d)(iii) or 7(d)(iv) hereof, to the extent that a Key Employee remains
continuously employed by a Participating Company, Restricted Stock received as
an award shall become vested and shall not be subject to forfeiture in
accordance with the following schedule:
          Period of EmploymentPortion of Award Vested

          Prior to the second anniversary date of the Award  0%
          On or after the second anniversary date, but prior to the third
                anniversary date of the Award 20%
          On or after the third anniversary date, but prior to the fourth
                anniversary date of the Award 40%
          On or after the fourth anniversary date, but prior to the fifth
                anniversary date of the Award 60%
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          On or after the fifth anniversary date, but prior to the sixth
                anniversary date of the Award 80%
          On or after the sixth anniversary date of the Award100%

(ii)     Waiver of Vesting Schedule.  Notwithstanding the provisions of
Section 7(d)(i) hereof, with respect to any Key Employee or group of Key
Employees, the Committee may elect to waive or accelerate the vesting schedule
set forth in Section 7(d)(i) hereof, in whole or in part, at any time at or
after the time an Award is granted, based on such corporate, personal or other
performance criteria as the Committee may determine and require, in its sole
discretion.
(iii)     Death, Disability and Retirement.  Notwithstanding the provisions of
Section 7(d)(i) hereof, upon a Key Employee's death, Total Disability or
retirement on or after reaching the age of 62, shares of Restricted Stock
shall vest on a pro rata basis, comparing the number of years from the date of
the Award to the date of death, Total Disability or retirement to six years.
Shares of Restricted Stock which do not so vest shall be forfeited to the
Company.

(iv)     Termination of Employment Following a Change in Control.
Notwithstanding the provisions of Section 7(d)(i) hereof, if following a
Change in Control, a Key Employee's employment is terminated without Cause or
there is a Constructive Termination Without Cause, all shares of Restricted
Stock subject to an Award shall become immediately vested.

     (e)Restrictions.

Until shares of Restricted Stock have vested in accordance with Section 7(d)
hereof, an Award shall be subject to the following restrictions:

     (i)     Nontransferability.  Except as otherwise required by law,
Restricted Stock which has not vested may not be sold, assigned, exchanged,
transferred, pledged, hypothecated or otherwise disposed of, except to the
Company as provided herein.

(ii)     Other Restrictions.  The Committee may impose such other restrictions
on any Award as it may deem advisable, including without limitation,
stop-transfer orders and other restrictions set forth in the terms of the
Award Agreement or as the Committee may deem advisable under the rules and
regulations, and other requirements of the Securities and Exchange Commission,
and any applicable federal or state securities or other laws.

Section 8. Miscellaneous.

(a)     Awards Not Considered Compensation.  No Award made under the Plan
shall be deemed salary or compensation for the purpose of computing benefits
under any employee benefit plan or other arrangement of any Participating
Company for the benefit of its employees unless the Company shall determine
otherwise.
(b)     Absences.  Absence on leave approved by a duly constituted officer of
the Company shall not be considered interruption or termination of employment
for any purposes of the Plan; provided, however, that no Award may be granted
to an employee while he or she is absent on leave.

(c)     Delivery to Persons Other Than Key Employee.  If the Committee finds
that shares of Restricted Stock are to be delivered under the Plan to a Key
Employee who is unable to care for his or her affairs because of illness or
accident, then any payment due him or her (unless a prior claim therefor has
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been made by a duly appointed legal representative) may, if the Committee so
directs, be paid to his or her spouse, a child, a relative, an institution
maintaining or having custody of such person, or any other person deemed by
the Committee to be a proper recipient on behalf of such person otherwise
entitled to delivery.  Any such delivery shall be a complete discharge of the
liability of the Company therefor.

(d)     Plan Copies.  Copies of the Plan and all amendments, administrative
rules and procedures and interpretations shall be made available to all Key
Employees at all reasonable times at the Company's headquarters.

(e)     Withholding Taxes.  The Company may withhold any taxes in connection
with the Plan that the Company determines it is required to withhold under the
laws and regulations of any governmental authority, whether federal, state or
local and whether domestic or foreign, including, without limitation, taxes in
connection with the delivery of shares of Restricted Stock or the vesting of
Restricted Stock.  A Key Employee may elect to satisfy such withholding
requirements either by (i) delivery to the Company of a certified check prior
to the delivery of shares of Restricted Stock which are vested pursuant to
Section 7 hereof, (ii) instructing the Company to retain a sufficient number
of shares of Stock to cover the withholding requirements, or (iii) instructing
the Company to satisfy the withholding requirements from the Key Employee's
salary.

(f)     Governing Law.  The Plan and all rights hereunder shall be governed by
and construed in accordance with the law as of the State of New York, without
giving effect to its rules on conflicts of law.

(g)     Key Employee Communications.  All elections, designations, requests,
notices, instructions and other communications from a Key Employee or other
person to the Committee required or permitted under the Plan shall be in such
form as is prescribed from time to time by the Committee and shall be mailed
by first class or delivered to such location as shall be specified by the
Committee.

(h)     Binding on Successors.  The terms of the Plan shall be binding upon
the Company and its successors and assigns.

(i)     Captions.  Captions preceding the sections and clauses hereof are
inserted solely as a matter of convenience and in no way define or limit the
scope or intent of any provisions hereof.

(j)     Severability.  Whenever possible, each provision of the Plan shall be
interpreted in such manner as to be effective and valid under applicable law.
If any provision of the Plan or the application thereof to any person or
circumstances is prohibited by or invalid under applicable law, such provision
shall be ineffective to the minimal extent of such prohibition or invalidity
without invalidating the reminder of such provision or the remaining
provisions of the Plan or the application of such provision to other persons
or circumstances.

(k)     Duration,  Amendment, and Termination.  The Board may at any time
amend or terminate this Plan as of any date specified in a resolution adopted
by the Board.  The Plan may also be amended by the Committee, provided that
all such amendments are reported to the Board.  Each amendment shall be
subject to stockholder approval if required by Rule 16b-3 under the Exchange
Act or a successor rule or regulation.  No amendment of the Plan may affect an
Award theretofore granted under the Plan without the written consent of the
Key Employee affected.  If not earlier terminated, the Plan shall terminate on
December 31, 2000.  No Award may be granted after this Plan has terminated.
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After the Plan has terminated, the functions of the Committee shall be limited
to supervising the administration of Awards previously granted.  Termination
of the Plan shall not affect any Award previously granted.