EXHIBIT 10.25


                         TELE DIGITAL DEVELOPMENT, INC.
                             1996 OMNIBUS STOCK PLAN

1. PURPOSE.

         The purpose of the 1996 Omnibus Stock Plan (the "Plan") is to advance
the interests of Tele Digital Development, Inc. (the "Company") and its
stockholders by providing an incentive to certain employees of the Company and
its subsidiaries and to certain other key individuals who perform services for
the Company and its subsidiaries, to contribute significantly to the strategic
and long-term performance objectives and growth of the Company and its
subsidiaries. This purpose is expected to be achieved by affording employees and
other key individuals who perform services for the Company an opportunity to
acquire a proprietary interest in the Company through the grant of Incentive
Stock Options, Nonqualified Stock Options, Restricted Stock, Stock Appreciation
Rights and Reload Options (individually an "Award" and collectively "Awards") as
provided herein. Subject to such limits as may be imposed by the Plan, a single
Award or any combination of Awards may be granted to an eligible individual.

2. EFFECTIVE DATE.

         The effective date of the Plan shall be October 31, 1996, subject to
approval of the Plan by the stockholders of the Company within twelve months
thereof.

3. ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by a Committee (the "Committee") of the
Board of Directors of the Company (the "Board"), provided that members of the
Committee shall qualify to administer the Plan as contemplated by Rule 16b-3
promulgated under Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act") or any successor rule and by Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") and regulations and
interpretations thereunder ("Section 162(m)"). A majority of the members of the
Committee shall constitute a quorum for any meeting of the Committee and the
acts of a majority of the members present at any meeting at which a quorum is
present or the acts unanimously approved in writing by all members of the
Committee shall be the acts of the Committee. The decision of the Committee on
any matter relating to the Plan shall be deemed final and binding upon all
persons. No member of the Board or of the Committee shall be liable for any
action or determination taken or made in good faith with respect to the Plan or
any option granted hereunder. Committee members may be reimbursed for
out-of-pocket expenses reasonably incurred in the administration of the Plan.

         Subject to the express provisions of the Plan, the Committee shall have
plenary authority, in its discretion, (i) to designate the individuals eligible
to participate in the Plan; (ii) to grant Awards provided in the Plan in such
form and amount as the Committee shall determine, (iii) to impose such
limitations, restrictions and conditions upon any such award as the Committee
shall deem appropriate, and (iv) to interpret the Plan, adopt, amend and rescind
rules and regulations relating to the Plan, and make all other determinations
and take all other action necessary or advisable for the implementation and
administration of the Plan.


                                      -1-
<PAGE>


                                                                   EXHIBIT 10.25


         Notwithstanding any contrary provisions of the Plan, the granting,
terms, conditions and eligibility requirements of Awards granted to Outside
Directors, if any, under Section 8.C of the Plan are governed solely by the
provisions of the Plan pertaining thereto, and the Committee shall have no
discretion with respect to the granting of such Awards or to alter or amend any
terms, conditions or eligibility requirements of such Awards to Outside
Directors, if any.

4. STOCK SUBJECT TO THE PLAN.

         Subject to adjustment as provided in this Plan, the total number of
shares of common stock of the Company ("Common Stock") to be issued shall not
exceed 1,900,000 shares. If any Award granted hereunder terminates, expires
unexercised, does not vest, is exchanged for option without the issuance of
shares of Common Stock, or is cancelled, the shares of Common Stock reserved for
issuance shall again be available for issuance under the Plan, to the extent of
any such termination or nonuse. Any shares issued by the Company in connection
with the assumption or substitution of outstanding grants from any acquired
corporation shall not reduce the shares available for issuance under the Plan.
Shares of Common Stock that may be issued hereunder may be authorized and
unissued stock, or may be treasury stock purchased for or held by the Company as
such, or a combination thereof. Appropriate adjustments in the number of shares
of Common Stock that may be available for issuance under the Plan and
adjustments in the number of shares of Common Stock subject to outstanding
Awards, or an adjustment in the exercise price of any Award may be made by the
Committee in its discretion to give effect to adjustments made in the number of
shares of Common Stock of the Company through any merger, consolidation,
recapitalization, reclassification, combination, stock dividend, stock split or
other similar change in the corporate structure of the Company affecting its
capitalization, or a sale by the Company of all or part of its assets or any
distribution to stockholders other than a normal cash dividend.

5. ELIGIBILITY.

         Except as provided in Section 8.C, the granting of Awards to employees
and other key individuals who perform services for the Company, or any
subsidiary, is solely at the discretion of the Committee. In making this
selection, the Committee shall consider any factors deemed relevant.

6. DURATION OF THE PLAN.

         The Plan shall remain in effect until all shares reserved for issuance
pursuant to the Plan shall have been purchased pursuant to options granted under
the Plan, provided that Awards under the Plan must be granted not later than ten
years after the effective date of the Plan.

7. GENERAL TERMS OF AWARDS.

         A. DATE OF GRANT AND TERM. An Award agreement shall specify the date of
         grant, which shall be the date on which the Committee grants an Award
         or any later date which


                                      -2-
<PAGE>


                                                                   EXHIBIT 10.25


         the Committee specifically designates and the term of each Award as
         determined by the Committee.

         B. NUMBER OF SHARES OF COMMON STOCK. An Award agreement shall specify
         the number of shares of Common Stock to which it pertains.

         C. TRANSFERABILITY AND EXERCISABILITY.

                  (i) The Committee shall have the authority to determine
                  whether an Award shall specify periods after the date of grant
                  during which the Award or any portion thereof may not yet be
                  exercisable, including provisions applicable to persons
                  subject to Section 16 of the Exchange Act.

                  (ii) Except as otherwise specifically provided in this Plan or
                  an Award agreement, Awards granted to an individual ("Holder")
                  may be exercised only by the Holder and only while an employee
                  of the Company or a subsidiary of the Company or otherwise
                  performing services for the Company or a subsidiary and only
                  if the Holder has been continuously so employed or engaged
                  since the date such Awards were granted; provided, however,
                  that in the event of disability of a Holder, Awards may be
                  exercised by the Holder not later than the earlier of the date
                  the Award expires or one year after the date such employment
                  of performance of services ceases by reason of disability, but
                  only with respect to an Award exercisable at the time such
                  employment or performance of services ceases.

                  (iii) Absence from the Company, due to leave or any other
                  interruption in the performance of services by a Holder shall,
                  if approved by the Committee, not be deemed a cessation or
                  interruption of employment or services for the purposes of the
                  Plan.

                  (iv) Except as otherwise specifically provided in an Award
                  agreement, no Award shall be assignable or transferable by a
                  Holder to whom it is granted except that it may be
                  transferable by will or the laws of descent and distribution.
                  An option so transferred may be exercised after the death of
                  the Holder to whom it is granted only by such Holder's legal
                  representatives, heirs or legatees, not later than the earlier
                  of the date the option expires or one year after the date of
                  death of such Holder and only with respect to an Award
                  exercisable at the time of death.

                  (v) In no event shall any Award be exercisable at any time
                  after its expiration date unless extended by the Committee.
                  When an Award is no longer exercisable, it shall be deemed to
                  have lapsed or terminated.

                  (vi) Except as otherwise specifically provided in an Award
                  agreement, notwithstanding any provision of Section 7.C, if
                  within one year after the termination of employment with or
                  performance of services for the Company, a


                                      -3-
<PAGE>


                                                                   EXHIBIT 10.25


                  Holder is employed or retained by a firm that competes with
                  the business of the Company or such Holder violates any
                  confidentiality agreement with the Company, the Company may
                  cancel and rescind all Awards held by such Holder and demand
                  return of the economic value of any Award which was realized
                  or obtained (measured at the date of exercise) by such Holder
                  at any time during the period beginning on the date which is
                  twelve months prior to the date of termination.

         D. METHODS OF EXERCISE. Subject to the terms and conditions of the Plan
         and the terms and conditions of an Award agreement, an Award may be
         exercised in whole or in part from time to time, by delivery to the
         Company at its principal office a written notice of exercise specifying
         the number of shares with respect to which the Award is being
         exercised, accompanied by payment in full of the exercise price for
         shares to be purchased at that time. Payment may be made (i) in cash,
         (ii) in shares of Common Stock valued at the Fair Market Value of the
         Common Stock on the date of exercise or (iii) in a combination of cash
         and Common Stock. The Committee may also, in its sole discretion,
         permit Holders to deliver a notice of exercise of options and
         simultaneously to sell the shares of Common Stock thereby acquired
         pursuant to a brokerage or similar arrangement approved in advance by
         proper officers of the Company, which approval will not be unreasonably
         withheld, using the proceeds from such sale as payment of the exercise
         price. No shares of Common Stock shall be issued until full payment
         therefor has been made.

         E. RIGHTS AS A STOCKHOLDER. A Holder shall have no rights as a
         stockholder with respect to any Common Stock covered by an Award until
         exercise of such Award and issuance of shares of Common Stock. Except
         as otherwise expressly provided in the Plan, no adjustments shall be
         made for dividends or other rights for which the record date is prior
         to issuance of the Common Stock.

         F. GENERAL RESTRICTION. Each Award shall be subject to the requirement
         that, if at any time the Board shall determine in its discretion that
         the listing, registration or qualification of the Common Stock subject
         to such Award on any securities exchange or under any state or federal
         law, or the consent or approval of any government regulatory body, is
         necessary or desirable as a condition of, or in connection with, the
         granting of such Award or the issue or purchase of Common Stock
         thereunder, such Award may not be exercised in whole or in part unless
         such listing, registration, qualification, consent or approval shall
         have been effected or obtained free of any conditions unacceptable to
         the Board.

8. STOCK OPTIONS.

         A. GENERAL. Options shall be granted under the Plan pursuant to an
         agreement and shall be either (i) incentive stock options that meet the
         applicable requirements of and contain or be deemed to contain all
         provisions required under Section 422 of the Code or corresponding
         provisions of subsequent revenue laws and regulations in effect at the
         time such options are granted ("Incentive Stock Options") or
         nonqualified stock options that


                                      -4-
<PAGE>


                                                                   EXHIBIT 10.25


         do not meet the requirements of Section 422 ("Nonqualified Options").
         Any ambiguities in construction shall be interpreted in order to
         effectuate this intent. Each option shall be subject to the terms and
         conditions set forth elsewhere in the Plan. The exercise price of each
         option shall be determined by the Committee at the time the option is
         granted, provided that in no event can the exercise price be less than
         85% of the Fair Market Value of such shares of Common Stock on the date
         of grant of such option; and provided, further, the determination shall
         take into account any requirements under the Code and, with respect to
         individuals to whom Section 162(m) is applicable, the amount of the
         exercise price shall be not less than 100% of the Fair Market Value of
         such shares of the Common Stock on the date of grant of such option.

         B. INCENTIVE STOCK OPTIONS.

                  (i) The term of any Incentive Stock Option shall meet the
                  requirements of Section 422 of the Code. Any Incentive Stock
                  Option shall be treated as "outstanding" until it is exercised
                  in full or expires by reason of lapse of time. In no event
                  shall the exercise price of an Incentive Stock Option be less
                  than 100% of the Fair Market Value of such shares of the
                  Common Stock on the date of grant of such option or such other
                  amount required by the Code.

                  (ii) If an option is granted to an individual who owns,
                  directly or indirectly, Common Stock or other capital stock of
                  the Company possessing more than 10% of the total combined
                  voting power of all classes of stock of the Company or a
                  subsidiary immediately after such option is granted, the
                  amount of the exercise price shall be equal to 110% of the
                  Fair Market Value of such shares of Common Stock on the date
                  of grant and such option shall expire five years from the date
                  of grant.

                  (iii) To the extent that the aggregate Fair Market Value of
                  Common Stock (determined at the time of grant of the Incentive
                  Stock Option) with respect to which Incentive Stock Options
                  are exercisable for the first time by a Holder during any
                  calendar year (under all such plans of the Company and its
                  parent and subsidiary corporations) exceeds $100,000 or such
                  other limit as may be imposed by the Code, such options shall
                  be treated as options which are not Incentive Stock Options.
                  In applying the foregoing limitation, options shall be taken
                  into account in the order in which they were granted.

                  (iv) in the event of termination of the employment of a Holder
                  of an Incentive Stock Option, such Holder shall have up to
                  three (3) months after the date of termination or such lesser
                  time as provided in an Award agreement (but in no event later
                  than the expiration date of the term of an Incentive Stock
                  Option) to exercise any Incentive Stock Options to the extent
                  that the Holder was entitled to exercise the Incentive Stock
                  Option at the date of termination of employment. To the extent
                  that the Holder was not entitled to exercise the Incentive
                  Stock Option at the date of termination of employment, or if
                  the Holder fails to exercise an Incentive Stock Option within
                  the time specified herein, the Incentive Stock


                                      -5-
<PAGE>


                                                                   EXHIBIT 10.25


                  Option shall terminate. Except in certain circumstances, if a
                  bona fide leave of absence extends beyond 90 days, an
                  employment relationship is deemed to terminate as of the 91st
                  day of the leave.

         C. OUTSIDE DIRECTOR OPTIONS.

                  (i) Commencing at the 1997 Annual Meeting of Shareholders, and
                  at each Annual Meeting of Shareholders thereafter, each person
                  who is serving as a director of the Company immediately
                  following an annual meeting, but who is not an employee of the
                  Company (an "Outside Director") shall be granted, by virtue of
                  serving as an Outside Director of the Company, a Nonqualified
                  Option for 5,000 shares.

                  (ii) Each option granted to an Outside Director (a "Director
                  Option") shall vest and become immediately exercisable.
                  Director Options shall expire at the 10-year anniversary of
                  the date of grant.

                  (iii) The purchase price of each share subject to a Director
                  Option shall be 100% of the Fair Market value of a share as of
                  the date of grant. Notwithstanding anything to the contrary
                  stated in this Plan, each Director Option shall be deemed
                  conclusively to have been granted prior to close of the
                  applicable securities exchange or system on the date of grant.
                  An Outside Director may exercise a Director Option using as
                  payment any form of consideration provided for in the Plan,
                  which form of payment shall be within the sole discretion of
                  the Outside Director.

                  (iv) Director Options shall be evidenced by an agreement
                  signed on behalf of the Company by an officer thereof which
                  only incorporates by reference the terms of this Plan.

                  (v) Unless the Director Option shall have expired, in the
                  event of an Outside Director's death, the Director Option
                  granted to such Outside Director shall be transferable to the
                  beneficiary, if any, designated by the Outside Director in
                  writing to the Company prior to the Outside Director's death
                  and such beneficiary shall succeed to the rights of the
                  Outside Director to the extent permitted by law. If no such
                  designation of a beneficiary has been made, the Outside
                  Director's legal representative shall succeed to the Director
                  Option, which shall be transferable by will or pursuant to the
                  laws of descent and distribution.

9. RELOAD OPTIONS.

         A. AUTHORIZATION OF RELOAD OPTIONS. Concurrently with the award of
         Nonqualified Options or the award of Incentive Stock Options to any
         participant in the Plan, the Committee may authorize reload options
         ("Reload Options") to purchase for cash or shares a number of shares of
         Common Stock. The number of Reload Options shall equal:


                                      -6-
<PAGE>


                                                                   EXHIBIT 10.25


                  (i) the number of shares of Common Stock used to exercise the
                  underlying Nonqualified Options or Incentive Stock Options and

                  (ii) to the extent authorized by the Committee, the number of
                  shares of Common Stock used to satisfy any tax withholding
                  requirement incident to the exercise of the underlying
                  Nonqualified Options or Incentive Stock Options. The grant of
                  a Reload Option will become effective upon the exercise of
                  underlying Nonqualified Options, Incentive Stock Options or
                  Reload Options through the use of shares of Common Stock held
                  by the optionee for at least 12 months. Notwithstanding the
                  fact that the underlying option may be an Incentive Stock
                  Option, a Reload Option is not intended to qualify as an
                  "incentive stock option" under Section 422 of the Internal
                  Revenue Code of 1986.

         B. RELOAD OPTION AMENDMENT. Each Nonqualified Option Agreement and
         Incentive Stock Option Agreement shall state whether the Committee has
         authorized Reload Options with respect to the underlying Nonqualified
         Options or Incentive Stock Options. Upon the exercise of an underlying
         Nonqualified Option, Incentive Stock Option or other Reload Option, the
         Reload Option will be evidenced by an amendment to the underlying Stock
         Option Agreement or Incentive Stock Option Agreement.

         C. RELOAD OPTION PRICE. The option price per share of Common Stock
         deliverable upon the exercise of a Reload Option shall be the Fair
         Market Value of a share of Common Stock on the date the grant of the
         Reload Option becomes effective.

         D. TERM. The term of each Reload Option shall be equal to the remaining
         option term of the underlying Nonqualified Option or Incentive Stock
         Option.

         E. TERMINATION OF EMPLOYMENT. No additional Reload Options shall be
         granted to optionees when Nonqualified Options, Incentive Stock Options
         or Reload Options are exercised pursuant to the terms of this Plan
         following termination of the optionee's employment.

10. STOCK APPRECIATION RIGHTS.

         A. AWARD OF STOCK APPRECIATION RIGHTS. The Committee may, subject to
         the provisions of the Plan and such other terms and conditions as the
         Committee may prescribe, award to the optionee with respect to each
         share of Common Stock, a related stock appreciation right ("SAR"),
         permitting the optionee to be paid the appreciation on the option in
         lieu of exercising the option. SAR shall be evidenced by written
         agreements in such form as the Committee may from time to time
         determine.

         B. EXERCISE. An optionee who has been granted SARs may, from time to
         time, in lieu of the exercise of an equal number of options, elect to
         exercise one or more SARs and thereby become entitled to receive from
         the Company payment in Common Stock the number of shares determined
         pursuant to Sections 10(D) and 10(E). SARs shall be exercisable only to
         the same extent and subject to the same conditions as the options


                                      -7-
<PAGE>


                                                                   EXHIBIT 10.25


         related thereto are exercisable, as provided in this Plan. The
         Committee may, in its discretion, prescribe additional conditions to
         the exercise of any SARs.

         C. AMOUNT OF PAYMENT. The amount of payment to which an optionee shall
         be entitled upon the exercise of each SAR shall be equal to 100% of the
         amount, if any, by which the Fair Market Value of a share of Common
         Stock on the exercise date exceeds the fair market value of a share of
         Common Stock on the date the option related to said SAR was granted or
         became effective, as the case may be.

         D. FORM OF PAYMENT. The number of shares to be paid shall be determined
         by dividing the amount of payment determined pursuant to Section 10(C)
         by the Fair Market Value of a share of Common Stock on the exercise
         date of such SARs. As soon as practicable after exercise, the Company
         shall deliver to the optionee a certificate or certificates for such
         shares of Common Stock.

         E. EFFECT OF EXERCISE. The exercise of any SARs shall cancel an equal
         number of Nonqualified Options, Incentive Stock Options, and Reload
         Options, related to said SARs.

11. RESTRICTED STOCK AWARDS. Awards of Common Stock subject to forfeiture and
transfer restrictions ("Restricted Stock") shall be evidenced by agreements in
such form as the Committee shall from time to time approve, which agreements
shall be subject to the terms and conditions contained in the Plan and any
additional terms and conditions established by the Committee that are consistent
with the Plan.

         A. GRANT OF RESTRICTED STOCK. Each grant of Restricted Stock made under
         the Plan shall be for such number of shares of Common Stock as shall be
         determined by the Committee and set forth in the agreement containing
         the terms of such grant of Restricted Stock. Such agreement shall set
         forth a period of time during which the grantee must remain in the
         continuous employment of the Company in order for the forfeiture and
         transfer restrictions to lapse. If the Committee so determines, the
         restrictions may lapse during such restricted period in installments
         with respect to specified portions of the shares covered by the
         Restricted Stock grant. The agreement may also, in the discretion of
         the Committee, set forth performance or other conditions that will
         subject the shares to forfeiture and transfer restrictions. The
         Committee may, at its discretion, waive all or any part of the
         restrictions applicable to any or all outstanding restricted stock
         grants.

         B. DELIVERY OF COMMON STOCK AND RESTRICTIONS. At the time of a
         Restricted Stock grant, a certificate representing the number of shares
         of Common Stock awarded thereunder shall be registered in the name of
         the grantee. Such certificate shall be held by the Company or any
         custodian appointed by the Company for the account of the grantee
         subject to the terms and conditions of the Plan, and shall bear such a
         legend setting forth the restrictions imposed thereon as the Committee,
         in its discretion, may determine. The grantee shall have all rights of
         a shareholder with respect to the shares, including the right to
         receive dividends and the right to vote such shares, subject to the
         following restrictions: (i) the grantee shall not be entitled to
         delivery of the stock


                                      -8-
<PAGE>


                                                                   EXHIBIT 10.25


         certificate until the expiration of the restricted period and the
         fulfillment of any other restrictive conditions set forth in the
         restricted stock agreement with respect to such shares; (ii) none of
         the shares may be sold, assigned, transferred, pledged, hypothecated or
         otherwise encumbered or disposed of during such restricted period or
         until after the fulfillment of any such other restrictive conditions;
         and (iii) except as otherwise determined by the Committee, all of the
         shares shall be forfeited and all rights of the grantee to such shares
         shall terminate, without further obligation on the part of the Company,
         unless the grantee remains in the continuous employment of the Company
         for the entire restricted period in relation to which such Common Stock
         was granted and unless any other restrictive conditions relating to the
         restricted stock award are met. Any Common Stock, any other securities
         of the Company and any other property (except for cash dividends)
         distributed with respect to the shares of Common Stock subject to
         restricted stock awards shall be subject to the same restrictions,
         terms and conditions as such restricted shares of Common Stock.

         C. TERMINATION OF RESTRICTIONS. At the end of the restricted period and
         provided that any other restrictive conditions of the grant of
         Restricted Stock are met, or at such earlier time as otherwise
         determined by the Committee, all restrictions set forth in the
         agreement relating to the grant of Restricted Stock or in the Plan
         shall lapse as to the Restricted Stock subject thereto, and a stock
         certificate for the appropriate number of shares of Common Stock, free
         of the restrictions and the restricted stock legend, shall be delivered
         to the grantee or his or her beneficiary or estate, as the case may be.

12. CHANGE OF CONTROL. In the event of a threatened or actual Change of Control
of the Company as hereinafter defined, whether or not approved by the Board of
Directors, all Awards shall fully vest, unless otherwise limited by the
Committee in the Award agreement; and be exercisable in their entirety
immediately, and notwithstanding any other provisions of the Plans; shall
continue to be exercisable for three years following the later of the threatened
or actual Change of Control, but not later than ten years after the date of
grants. A Change of Control means the earliest to occur of (i) a public
announcement that a party shall have acquired or obtained the right to acquire
beneficial ownership of 20% or more of the outstanding shares of Common Stock of
the Company, (ii) the commencement or announcement of an intention to make a
tender offer or exchange offer, the consummation of which would result in the
beneficial ownership by a party of 30% or more of the outstanding shares of
Common Stock of the Company or (iii) the occurrence of a tender offer, exchange
offer, merger, consolidation, sale of assets or contested election or any
combination thereof, that causes (or would cause) the persons who were directors
of the Company immediately before such Change of Control to cease to constitute
a majority of the Board of Directors of the Company or any parent of or
successor to the Company; provided, however, a Change of Control shall not
include any private or public offering of securities by the Company, the primary
purpose of which is to raise capital for use by the Company in its operations.

13. WITHHOLDING TAXES. The Company shall have the right to deduct from any
settlement made under the Plan, including the exercise of an option or the sale
of shares of Common Stock, any federal, state or local taxes of any kind,
including FICA taxes, required by law to be withheld with respect to such
payments or to take such other action as may be necessary in the


                                      -9-
<PAGE>


                                                                   EXHIBIT 10.25


opinion of the Company to satisfy all obligations for the payment of such taxes.
If stock is withheld or surrendered to satisfy tax withholding, such stock shall
be valued at its Fair Market Value on the date the amount of the tax withholding
is determined.

14. AMENDMENT OF THE PLAN. The Plan may be amended, suspended or discontinued in
whole or in part at any time and from time to time by the Board, including an
amendment to increase the number of shares of Common Stock with respect to which
options may be granted, provided however that no amendment shall be effective
unless and until the same is approved by stockholders of the Company where the
failure to obtain such approval would adversely affect the compliance of the
Plan with Rule 16b-3 under the Exchange Act or successor rule and with other
applicable law, including the Code. No amendment or discontinuance of this Plan
shall, without the written consent of the Holder with respect to such Award,
adversely affect any Award theretofore granted to the Holder. Subject to the
foregoing and the requirements of Section 162(m), the Board may, in accordance
with the recommendation of the Committee and without further action on the part
of the stockholders of the Company or the consent of participants, amend the
Plan, to preserve the employer deduction under Section 162(m).

15. MISCELLANEOUS.

         A. USE OF PROCEEDS. The proceeds derived from the sale of shares of
         Common Stock pursuant to the exercise of options granted under the Plan
         shall constitute general funds of the Company.

         B. SUBSIDIARY. As used herein with respect to Incentive Stock Options,
         the term "subsidiary" shall mean "subsidiary corporation," as defined
         in Section 424 of the Code.

         C. COMPLIANCE WITH RULE 16B-3 AND SECTION 162(M). With respect to
         employees subject to Section 16 of the Exchange Act or Section 162(m),
         transactions under the Plan are intended to comply with all applicable
         conditions of Rule 16b-3 and avoid loss of the deduction referred to in
         paragraph (1) of Section 162(m). Anything in the Plan or elsewhere to
         the contrary notwithstanding, to the extent any provision of the Plan
         or action by the Committee fails to so comply or avoid the loss of such
         deduction, it shall be deemed null and void, to the extent permitted by
         law and deemed advisable by the Committee.

         D. FAIR MARKET VALUE. If the Company's Common Stock is traded in the
         over-the-counter market or on the NASDAQ Stock Market or similar
         market, "Fair Market Value" shall mean the mean average of the bid and
         asked prices of the Common Stock as reported in The Wall Street Journal
         or as quoted by a market maker; if the Common Stock is listed on an
         exchange, Fair Market Value shall mean the mean average of the high and
         low prices of the Common Stock as reported in The Wall Street Journal;
         and if the Common Stock is not so traded or listed or the Common Stock
         does not trade on the relevant date, Fair Market Value shall mean the
         value determined in good faith by the Board of Directors.


                                      -10-