CYBER DIGITAL, INC.
                    	1997 STOCK INCENTIVE PLAN

                         	Table of Contents
Page
                                        		ARTICLE I
                                         		GENERAL
1.1 Purpose									                                           	1
1.2 Administration									                                     1
1.3 Persons Eligible for Awards					                         			1
1.4 Types of Awards Under Plan			                           				2
1.5 Shares Available for Awards	                          						2
1.6 Definitions of Certain Terms				                         			2
       
                                       		ARTICLE II
                                  AWARDS UNDER THE PLAN
2.1 Agreements Evidencing Awards						                         	3
2.2 No Rights as a Shareholder							                          	4
2.3	Grant of Stock Options, Stock Appreciation Rights 
    and Dividend Equivalent Rights	                             4
2.4	Exercise of Options and Stock Appreciation Rights	      				5
2.5	Termination of Employment; Death					                     		6
2.6	Grant of Restricted Stock					                           			6
2.7	Grant of Restricted Stock Units		                      	 			7
2.8	Other Stock-Based Awards		                            						7
2.9	Grant of Dividend Equivalent Rights			                  				7
2.10	Right of Recapture			                                						8
	
	                          	ARTICLE III
	
	                        	MISCELLANEOUS
	
3.1 	Amendment of the Plan; Modification
		   of Awards							                                         		8
3.2	 Tax Withholding                                            8
3.3  Restrictions                                               9
3.4  Nonassignability                                           9
3.5  Requirement of Notification of Election Under Section
     83(b) of the Code                                          9
3.6  Requirement of Notification Upon Disqualifying 
     Disposition Under Section 421(b) of the Code               9
3.7  Change in Control                                          9
3.8  Right of Discharge Reserved                               10
3.9  Nature of Payments                                        10
3.10 Non-Uniform Determinations                                10
3.11 Other Payments or Awards                                  10
3.12 Section Headings                                          10
3.13 Effective Date and Term of Plan                           11
3.14 Governing Law                                             11

                                 ARTICLE I

                                  GENERAL
1.1  Purpose
      
     The purpose of the Cyber Digital, Inc. 1997 Stock Incentive Plan (the
"Plan") is to provide for officers, other employees and directors of, and
consultants to, Cyber Digital, Inc. (the "Company") and its subsidiaries an
incentive (a) to enter into and remain in the service of the Company, (b)
to enhance the long-term performance of the Company, and (c) to acquire a
proprietary interest in the success of the Company.

1.2  Administration

1.2.1   Subject to Section 1.2.6, the Plan shall be administered by the 
Stock Option Committee (the "Committee") of the board of directors of the
Company (the "Board"), which shall consist of not less than two directors.
The members of the Committee shall be appointed by, and serve at the 
pleasure of, the Board.  To the extend required for transactions under the
Plan to qualify for the exemptions available under Rule 16b-3 ("Rule 16b-3")
promulgated under the Securities Exchange Act of 1934 (the "1934 Act"), all
actions relating to awards to persons subject to Section 16 of the 1934 Act
shall be taken by the Board unless each person who serves on the Committee is
a "non-employee director" within the meaning of Rule 16b-3 or such actions
are taken by a sub-committee of the Committee (or the Board) comprised 
solely of "non-employee directors".  To the extent required for compensation
realized from awards under the Plan to be deductible by the Company pursuant
to section 162(m) of the Internal Revenue Code of 1986 (the "Code"), the
members of the Committee shall be "outside directors" within the meaning
of section 162(m).


1.2.2	  The Committee shall have the authority (a) to exercise all of the 
powers granted to it under the Plan, (b) to construe, interpret and 
implement the Plan and any Plan Agreements executed pursuant to Section 2.1, 
(c) to prescribe, amend and rescind rules and regulations relating to the 
Plan, including rules governing its own operations, (d) to make all 
determinations necessary or advisable in administering the Plan, (e) to 
correct any defect, supply any omission and reconcile any inconsistency in 
the Plan, and (f) to amend the Plan to reflect changes in applicable law.

1.2.3   Actions of the Committee shall be taken by the vote of a majority of
its members.  Any action may be taken by a written instrument signed by a 
majority of the Committee members, and action so taken shall be fully as
effective as if it had been taken by a vote at a meeting.	

1.2.4   The determination of the Committee on all matters relating to the
Plan or any Plan Agreement shall be final, binding and conclusive.

1.2.5   No member of the Committee shall be liable for any action or 
determination made in good faith with respect to the Plan or any award 
thereunder.

1.2.6   Notwithstanding anything to the contrary contained herein: (a) until
the Board shall appoint the members of the Committee, the Plan shall be
administered by the Board; and (b) the Board may, in its sole discretion, 
at any time and from time to time, grant awards or resolve to administer the
Plan.  In either of the foregoing events, the Board shall have all of the
authority and responsibility granted to the Committee herein.

1.3  Persons Eligible for Awards

     Awards under the Plan may be made to such directors, officers and other
employees of the Company and its subsidiaries (including prospective employees
conditioned on their becoming employees), and to such consultants to the 
Company and its subsidiaries (collectively, "key persons") as the Committee
shall in its discretion select.

1.4 Types of Awards Under Plan

     Awards may be made under the Plan in the form of (a) incentive stock
options (within the meaning of section 422 of the Code), (b) nonqualified 
stock options, (c) stock appreciation rights, (d) dividend equivalent rights,
(e) restricted stock, (f) restricted stock units and (g) other stock-
based awards, all as more fully set for in Article II.  The term "award" 
means any of the foregoing.  No incentive stock option may be granted to a
person who is not an employee of the Company on the date of grant.

1.5  Shares Available for Awards

1.5.1  The total number of shares of common stock of the Company, par
value $.01 per share ("Common Stock"), which may be transferred pursuant
to awards granted under the Plan shall not exceed 850,999 shares.  Such
shares may be authorized but unissued Common Stock or authorized and issued
Common Stock held in the Company's treasury or acquired by the Company for
the purposes of the Plan.  The Committee may direct that any stock certificate
evidencing shares issued pursuant to the Plan shall bear a legend setting
forth such restrictions on transferability as may apply to such shares 
pursuant to the Plan.

1.5.2  The total number of shares of Common Stock with respect to which stock
options and stock appreciation rights may be granted to any one employee or a
subsidiary during any one-year period shall not exceed 500,000.

1.5.3  Subject to any required action by the shareholders of the Company, the
number of shares of Common Stock covered by each outstanding award, the number
of shares available for awards, the number of shares that may be subject to 
awards to any one employee, and th price per share of Common Stock covered
by each such outstanding award shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock divident, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration."  Such adjustment shall be made
by the Committee, whose determination in that respect shall be final, binding
and conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common
Stock subject to an award.  After any adjustment made pursuant to this
Seciton 1.5.3, the number of shares subject to each outstanding award shall
be rounded to the nearest whole number.

1.5.4	 Except as provided in this Section 1.5 and in Section 2.3.8, there 
shall be no limit on the number or the value of the shares of Common Stock 
that may be subject to awards to any individual under the Plan.

1.6   Definitions of Certain Terms

1.6.1  The "Fair Market Value" of a share of Common Stock on any day shall
be determined as follows:

       (a) If the principal market for the Common Stock (the "Market") is a
national securities exchange or the Nasdaq National Market, the last sale
price or, if no reported sales take place on the applicable date, the average
of the high bid and low asked price of Common Stock as reported for such
Market on such date, or if no such quotation is made on such date, on the next
preceding day on which there were quotations, provided that such quotations
shall have been made within the ten (10) business days preceding the applicable
date;

      (b) If the Market is the Nasdaq SmallCap Market, the OTC Bulletin Board
or another market, the average of the high bid and low asked price for
Common Stock on the applicable date, or, if no such quotations shall have been
made on such date, on the next preceding day on which there were quotations,
provided that such quotations shall have been made within the ten (10) business
days preceding the applicable date; or,

      (c) In the event that neither paragraph (a) nor (b) shall apply, the
Fair Market Value of a share of Common Stock on any day shall be determined in
good faith by the Committee.


1.6.2  the term "incentive stock option" means an option that is intended
to qualify for special federal income tax treatment pursuant to section 421
and 422 of the Code, as now constituted or subsequently amended, or pursuant
to a successor provision of the Code, and which is so designated in the
applicable Plan Agreement.  Any option that is not specifically designated
as an incentive stock option shall under no circumstances be considered
an incentive stock option.  Any option that is not an incentive stock option
is referred to herein as a "nonqualified stock option."

1.6.3  The term "employment" means, in the case of a grantee of an award
under the Plan who is not an employee of the Company, the grantee's 
association with the Company or a subsidiary as a director, consultant
or otherwise.

1.6.4	 A grantee shall be deemed to have a "termination of employment" upon 
ceasing to be employed by the Company and all of its subsidiaries or by a 
corporation assuming awards in a transaction to which section 425(a) of the 
Code applies.  The Committee may in its discretion determine (a) whether any 
leave of absence constitutes a termination of employment for purposes of the 
Plan, (b) the impact, if any, of any such leave of absence on awards 
theretofore made under the Plan, and (c) when a change in a non-employee's
association with the Company consititues a termination of employment for
purposes of the Plan.  The Committe shall have the right to determine whether
the termination of a grantee's employment is a dismissal for cause and the 
date of termination in such case, which date the Committee may retroactively
deem to be the date of the action that is cause for dismissal.  Such
determinations of the Committee shall be final, binding and conclusive.

		1.6.5	The term "cause," when used in connection with termination of a 
grantee's employment, shall have the meaning set forth in any then-effective 
employment agreement between the grantee and the Company or a subsidiary 
thereof.  In the absence of such an employment agreement, "cause" means:  
(a) conviction of any crime (whether or not involving the Company) 
constituting a felony in the jurisdiction involved; (b) engaging in any 
substantiated act involving moral turpitude; (c) engaging in any act which, 
in each case, subjects, or if generally known would subject, the Company
to public ridicule or embarrassment; (d) material violation of the Company's
policies, including, without limitation, those relating to sexual
harrassment or the disclosure or misuse of confidential information; or
(e) serious neglect or misconduct in the performance of the grantee's duties
for the Company or a subsidiary or willful or repeated failure or refusal
to perform such duties; in each case as determined by the Committee, which
determination shall be final, binding and conclusive.




                                	ARTICLE II

                          	AWARDS UNDER THE PLAN

2.1	Agreements Evidencing Awards

		Each award granted under the Plan (except an award of unrestricted stock) 
shall be evidenced by a written agreement ("Plan Agreement") 
which shall contain such provisions as the Committee in its discretion deems 
necessary or desirable.  Such provisions may include, without limitation, a 
requirement that the grantee become a party to a shareholders' agreement with 
respect to any shares of Common Stock acquired pursuant to the award, a 
requirement that the grantee acknowledge that such shares are acquired for
investment purposes only, and a right of first refusal exercisable by the 
Company in the event that the grantee wishes to transfer any such shares.
By accepting an award pursuant to the Plan, a grantee thereby agrees that
the award shall be subject to all of the terms and provisions of the Plan
and the applicable Plan Agreement.


2.2	No Rights as a Shareholder

		No grantee of an option or stock appreciation right (or other person having 
the right to exercise such award) shall have any of the rights of a 
shareholder of the Company with respect to shares subject to such award until 
the issuance of a stock certificate to such person for such shares.  Except 
as otherwise provided in Section 1.5.3, no adjustment shall be made for 
dividends, distributions or other rights (whether ordinary or extraordinary, 
and whether in cash, securities or other property) for which the record date
is prior to the date such stock certificate is issued.

2.3	Grant of Stock Options, Stock Appreciation Rights and Dividend Equivalent 
Rights

		2.3.1	The Committee may grant incentive stock options and nonqualified 
stock options (collectively, "options") to purchase shares of Common Stock 
from the Company, to such key persons, in such amounts and subject to such 
terms and conditions, as the Committee shall determine in its discretion, 
subject to the provisions of the Plan.

		2.3.2	The Committee may grant stock appreciation rights to such key persons, 
in such amounts and subject to such terms and conditions, as the Committee 
shall determine in its discretion, subject to the provisions of the Plan.  
Stock appreciation rights may be granted in connection with all or any part 
of, or independently of, any option granted under the Plan.  A stock 
appreciation right granted in connection with a nonqualified stock option may 
be granted at or after the time of grant of such option.  A stock
appreciation right granted in connection with an incentive stock option may 
be granted only at the 
time of grant of such option.

		2.3.3	The grantee of a stock appreciation right shall have the right, 
subject to the terms of the Plan and the applicable Plan Agreement, to 
receive from the Company an amount equal to (a) the excess of the Fair 
Market Value of a share of Common Stock on the date of exercise of the 
stock appreciation right over (b) the exercise price of such right as set 
forth in the Plan Agreement (or over the option exercise price if the stock 
appreciation right is granted in connection with an option), multiplied by 
(c) the number of shares with respect to which the stock appreciation right 
is exercised.  Payment upon 
exercise of a stock appreciation right shall be in cash or in shares of 
Common Stock (valued at their Fair Market Value on the date of exercise of 
the stock appreciation right) or both, all as the Committee shall determine 
in its discretion.  Upon the exercise of a stock appreciation right granted 
in connection with an option, the number of shares subject to the option 
shall be correspondingly reduced by the number of shares with respect
to which the stock appreciation right is exercised.  Upon the exercise of an 
option in connection with which a stock appreciation right has been granted, 
the number of shares subject to the stock appreciation right shall be 
correspondingly reduced by the number of shares with respect to which the 
option is exercised.

		2.3.4	Each Plan Agreement with respect to an option shall set forth the 
amount (the "option exercise price") payable by the grantee to the Company 
upon exercise of the option evidenced thereby.  The option exercise price 
per share shall be determined by the Committee in its discretion; provided, 
however, that the option exercise price of an incentive stock option shall 
be at least 100% of the Fair Market Value of a share of Common Stock on the 
date the option is granted, and provided further that in no event shall the
option exercise price be less than the par value of a share of Common Stock.

		2.3.5	Each Plan Agreement with respect to an option or stock appreciation 
right shall set forth the periods during which the award evidenced thereby 
shall be exercisable, whether in whole or in part.  Such periods shall be 
determined by the Committee in its discretion; provided, however, that no 
incentive stock option (or a stock appreciation right granted in connection 
with an incentive stock option) shall be exercisable more than 10 years after 
the date of grant.

		2.3.6	The Committee may in its discretion include in any Plan Agreement 
with respect to an option (the "original option") a provision that an 
additional option (the "additional option") shall be granted to any grantee 
who, pursuant to Section 2.4.3(b), delivers shares of Common Stock in 
partial or full payment of the exercise price of the original option.  The 
additional option shall be for a number of shares of Common Stock equal to 
the number thus delivered, shall have an exercise price equal to the Fair
Market Value of a share of Common Stock on the date of exercise of the 
original option, and shall have an 
expiration date no later than the expiration date of the original option.  In 
the event that a Plan Agreement provides for the grant of an additional 
option, such Agreement shall also provide that the exercise price of the 
original option be no less than the Fair Market Value of a share of Common 
Stock on its date of grant, and that any shares that are delivered pursuant 
to Section 2.4.3(b) in payment of such exercise price shall have been held
for at least six months.

		2.3.7	To the extent that the aggregate Fair Market Value (determined as of 
the time the option is granted) of the stock with respect to which incentive 
stock options granted under this Plan and all other plans of the Company and 
any subsidiary are first exercisable by any employee during any calendar year 
shall exceed the maximum limit (currently, $100,000), if any, imposed from 
time to time under section 422 of the Code, such options shall be treated as 
nonqualified stock options.   

		2.3.8	Notwithstanding the provisions of Sections 2.3.4 and 2.3.5, to the 
extent required under section 422 of the Code, an incentive stock option may 
not be granted under the Plan to an individual who, at the time the option 
is granted, owns stock possessing more than 10% of the total combined voting 
power of all classes of stock of his employer corporation or of its parent 
or subsidiary corporations (as such ownership may be determined for purposes 
of section 422(b)(6) of the Code) unless (a) at the time such incentive stock
option is granted the option exercise price is at least 110% of the Fair Market 
Value of the shares subject thereto and (b) the incentive stock option by 
its terms is not exercisable after the expiration of 5 years from the date 
it is granted.  

2.4	Exercise of Options and Stock Appreciation Rights

		Subject to the provisions of this Article II, each option or stock 
appreciation right granted under the Plan shall be exercisable as follows:

		2.4.1	Unless the applicable Plan Agreement otherwise provides, an option 
or stock appreciation right shall become exercisable in four substantially 
equal installments, on each of the first, second, third and fourth 
anniversaries of the date of grant, and each installment, once it becomes 
exercisable, shall remain exercisable until expiration, cancellation or 
termination of the award.

		2.4.2	Unless the applicable Plan Agreement otherwise provides, an option 
or stock appreciation right may be exercised from time to time as to all or 
part of the shares as to which such award is then exercisable (but, in any 
event, only for whole shares).  A stock appreciation right granted in 
connection with an option may be exercised at any time when, and to the same 
extent that, the related option may be exercised.  An option or stock 
appreciation right shall be exercised by the filing of a written notice with
the Company, on such form and in such manner as the Committee shall prescribe.  

		2.4.3	Any written notice of exercise of an option shall be accompanied by 
payment for the shares being purchased.  Such payment shall be made:  (a) by 
certified or official bank check (or the equivalent thereof acceptable to 
the Company) for the full option exercise price; or (b) unless the applicable 
Plan Agreement provides otherwise, by delivery of shares of Common Stock 
acquired at least six months prior to the option exercise date and having a 
Fair Market Value (determined as of the exercise date) equal to all or part
of the option exercise price and a certified or official bank check (or the 
equivalent thereof acceptable to the Company) for any remaining portion of 
the full option exercise price; or (c) at the discretion of the Committee 
and to the extent permitted by law, by such other provision as the Committee 
may from time to time prescribe.

		2.4.4	Promptly after receiving payment of the full option exercise price, 
or after receiving notice of the exercise of a stock appreciation right for 
which payment will be made partly or entirely in shares, the Company shall, 
subject to the provisions of Section 3.3 (relating to certain restrictions), 
deliver to the grantee or to such other person as may then have the right to 
exercise the award, a certificate or certificates for the shares of Common 
Stock for which the award has been exercised.  If the method of payment
employed upon option exercise so requires, and if applicable law permits, 
an optionee may direct the Company to deliver the certificate(s) to the 
optionee's stockbroker.

2.5	Termination of Employment; Death

		2.5.1	Except to the extent otherwise provided in Section 2.5.2 or 2.5.3 or 
in the applicable Plan Agreement, all options and stock appreciation rights 
not theretofore exercised shall terminate upon termination of the grantee's 
employment for any reason (including death).

		2.5.2	If a grantee's employment terminates for any reason other than death 
or dismissal for cause, the grantee may exercise any outstanding option or 
stock appreciation right on the following terms and conditions:  (a) exercise 
may be made only to the extent that the grantee was entitled to exercise the 
award on the date of employment termination; and (b) exercise must occur 
within three months after employment terminates, except that the three-month 
period shall be increased to one year if the termination is by reason of 
disability, but in no event after the expiration date of the award as set 
forth in the Plan Agreement.  
In the case of an incentive stock option, the term "disability" for purposes 
of the preceding sentence shall have the meaning given to it by section 
422(c)(7) of the Code.

		2.5.3	If a grantee dies while employed by the Company or any subsidiary, 
or after employment termination but during the period in which the grantee's 
awards are exercisable pursuant to Section 2.5.2, any outstanding option or 
stock appreciation right shall be exercisable on the following terms and 
conditions:  (a) exercise may be made only to the extent that the grantee 
was entitled to exercise the award on the date of death; and (b) exercise 
must occur by the earlier of the first anniversary of the grantee's death or 
the expiration date of the award.  Any such exercise of an award following a 
grantee's death shall be made only by the grantee's executor or administrator, 
unless the grantee's will specifically disposes of such award, in which case 
such exercise shall be made only by the recipient of such specific 
disposition.  If a grantee's personal representative or the recipient of a 
specific disposition under the grantee's will shall be entitled to exercise 
any award pursuant to the preceding sentence, such representative or 
recipient shall be bound by all the terms and conditions of the
Plan and the applicable Plan Agreement which would have applied to the 
grantee including, without limitation, the provisions of Sections 3.3 and 
3.7 hereof.

2.6	Grant of Restricted Stock

		2.6.1	The Committee may grant restricted shares of Common Stock to such 
key persons, in such amounts, and subject to such terms and conditions as 
the Committee shall determine in its discretion, subject to the provisions 
of the Plan.  Restricted stock awards may be made independently of or in 
connection with any other award under the Plan.  A grantee of a restricted 
stock award shall have no rights with respect to such award unless such 
grantee accepts the award within such period as the Committee shall specify
by executing a Plan Agreement in such form as the Committee shall determine 
and, if the Committee shall so require, makes payment to the Company by 
certified or official bank check (or the equivalent thereof acceptable to 
the Company) in such amount as the Committee may determine.  

		2.6.2	Promptly after a grantee accepts a restricted stock award, the 
Company shall issue in the grantee's name a certificate or certificates for 
the shares of Common Stock covered by the award.  Upon the issuance of such 
certificate(s), the grantee shall have the rights of a shareholder with 
respect to the restricted stock, subject to the nontransferability 
restrictions and Company repurchase rights described in Sections 2.6.4 and 
2.6.5 and to such other restrictions and conditions as the Committee in its
discretion may include in the applicable Plan Agreement.

		2.6.3	Unless the Committee shall otherwise determine, any certificate 
issued evidencing shares of restricted stock shall remain in the possession 
of the Company until such shares are free of any restrictions specified in 
the applicable Plan Agreement.

		2.6.4	Shares of restricted stock may not be sold, assigned, transferred, 
pledged or otherwise encumbered or disposed of except as specifically 
provided in this Plan or the applicable Plan Agreement.  The Committee at 
the time of grant shall specify the date or dates (which may depend upon or 
be related to the attainment of performance goals and other conditions) on 
which the nontransferability of the restricted stock shall lapse.  Unless 
the applicable Plan Agreement provides otherwise, additional shares 
ed to the grantee in respect of shares of restricted stock, as dividends or 
otherwise, shall be subject to the same restrictions applicable to such 
restricted stock.   

		2.6.5	During the 90 days following termination of the grantee's employment 
for any reason, the Company shall have the right to require the return of 
any shares to which restrictions on transferability apply, in exchange for 
which the Company shall repay to the grantee (or the grantee's estate) any 
amount paid by the grantee for such shares.  

2.7	Grant of Restricted Stock Units

		2.7.1	The Committee may grant awards of restricted stock units to such 
key persons, in such amounts, and subject to such terms and conditions as 
the Committee shall determine in its discretion, subject to the provisions 
of the Plan.  Restricted stock units may be awarded independently of or in 
connection with any other award under the Plan.

		2.7.2	At the time of grant, the Committee shall specify the date or dates 
on which the restricted stock units shall become fully vested and 
nonforfeitable, and may specify such conditions to vesting as it deems 
appropriate. In the event of the termination of the grantee's employment by 
the Company and its subsidiaries for any reason, restricted stock units that 
have not become nonforfeitable shall be forfeited and cancelled.  The 
Committee at any time may accelerate vesting dates and otherwise waive or 
amend any conditions of an award of restricted stock units.

		2.7.3	At the time of grant, the Committee shall specify the maturity date 
applicable to each grant of restricted stock units, which may be determined 
at the election of the grantee.  Such date may be later than the vesting 
date or dates of the award.  On the maturity date, the Company shall 
transfer to the grantee one unrestricted, fully transferable share of 
Common Stock for each restricted stock unit scheduled to be paid out on 
such date and not previously forfeited.  The Committee shall specify the 
purchase price, if any, to be paid by the grantee to the Company for such 
shares of Common Stock.

2.8	Other Stock-Based Awards

		The Board may authorize other types of stock-based awards (including the 
grant of unrestricted shares), which the Committee may grant to such key 
persons, and in such amounts and subject to such terms and conditions, as 
the Committee shall in its discretion determine, subject to the provisions 
of the Plan.  Such awards may entail the transfer of actual shares of Common 
Stock to Plan participants, or payment in cash or otherwise of amounts based 
on the value of shares of Common Stock.

2.9	Grant of Dividend Equivalent Rights

		The Committee may in its discretion include in the Plan Agreement with 
respect to any award a dividend equivalent right entitling the grantee to 
receive amounts equal to the ordinary dividends that would be paid, during 
the time such award is outstanding and unexercised, on the shares of Common 
Stock covered by such award if such shares were then outstanding.  In the 
event such a provision is included in a Plan Agreement, the Committee shall 
determine whether such payments shall be made in cash, in shares of
Common Stock or in another form, whether they shall be conditioned upon the 
exercise of the award to which they relate, the time or times at which they 
shall be made, and such other terms and conditions as the Committee shall 
deem appropriate.

2.10	Right of Recapture

		If at any time within one year after the date on which a participant 
exercises an option or stock appreciation right, or on which restricted 
stock vests, or which is the maturity date of restricted stock units, or on 
which income is realized by a participant in connection with any other 
stock-based award (each of which events is a "Realization Event"), the 
participant (a) is terminated for cause or (b) engages in any activity 
determined in the discretion of the Committee to be in competition with 
any activity of the Company, or otherwise inimical, 
contrary or harmful to the interests of the Company (including, but not 
limited to, accepting employment with or serving as a consultant, adviser 
or in any other capacity to an entity that is in competition with or acting 
against the interests of the Company), then any gain ("Gain") realized by 
the participant from the Realization Event shall be paid by the participant 
to the Company upon notice from the Company.  Such Gain shall be determined 
as of the date of the Realization Event, without regard to any subsequent
change in the Fair Market Value of a share of Common Stock.  The Company shall 
have the right to offset such Gain against any amounts otherwise owed to the 
participant by the Company (whether as wages, vacation pay, or pursuant to 
any benefit plan or other compensatory arrangement).


                                	ARTICLE III

                               	MISCELLANEOUS

3.1	Amendment of the Plan; Modification of Awards

		3.1.1	The Board may from time to time suspend, discontinue, revise or 
amend the Plan in any respect whatsoever, except that no such amendment 
shall materially impair any rights or materially increase any obligations 
under any award theretofore made under the Plan without the consent of the 
grantee (or, after the grantee's death, the person having the right to 
exercise the award).  For purposes of this Section 3.1, any action of the 
Board or the Committee that alters or affects the tax treatment of any award
shall not be considered to materially impair any rights of any grantee.

		3.1.2	Shareholder approval of any amendment shall be obtained to the 
extent necessary to comply with section 422 of the Code (relating to
incentive stock options) or other applicable law or regulation.  

		3.1.3	The Committee may amend any outstanding Plan Agreement, including, 
without limitation, by amendment which would accelerate the time or times 
at which the award becomes unrestricted or may be exercised, or waive or 
amend any goals, restrictions or conditions set forth in the Agreement.  
However, any such amendment (other than an amendment pursuant to Section 
3.7.2, relating to change in control) that materially impairs the rights or 
materially increases the obligations of a grantee under an outstanding award
shall be made only with the consent of the grantee (or, upon the grantee's 
death, the person having the right to exercise the award).

3.2	Tax Withholding

		3.2.1	As a condition to the receipt of any shares of Common Stock 
pursuant to any award or the lifting of restrictions on any award, or in 
connection with any other event that gives rise to a federal or other 
governmental tax withholding obligation on the part of the Company relating 
to an award (including, without limitation, FICA tax), the Company shall be 
entitled to require that the grantee remit to the Company an amount 
sufficient in the opinion of the Company to satisfy such withholding 
obligation.

		3.2.2	If the event giving rise to the withholding obligation is a 
transfer of shares of Common Stock, then, unless otherwise specified in the 
applicable Plan Agreement, the grantee may satisfy the withholding 
obligation imposed under Section 3.2.1 by electing to have the Company 
withhold shares of Common Stock having a Fair Market Value equal to the 
amount of tax to be withheld.  For this purpose, Fair Market Value shall be 
determined as of the date on which the amount of tax to be withheld is 
determined (and any fractional share amount shall be settled in cash).

3.3	Restrictions

		3.3.1	If the Committee shall at any time determine that any consent (as 
hereinafter defined) is necessary or desirable as a condition of, or in 
connection with, the granting of any award under the Plan, the issuance or 
purchase of shares or other rights thereunder, or the taking of any other 
action thereunder (each such action being hereinafter referred to as a 
"plan action"), then such plan action shall not be taken, in whole or in 
part, unless and until such consent shall have been effected or obtained 
to the full satisfaction of the Committee.

		3.3.2	The term "consent" as used herein with respect to any plan action 
means (a) any and all listings, registrations or qualifications in respect 
thereof upon any securities exchange or under any federal, state or local 
law, rule or regulation, (b) any and all written agreements and 
representations by the grantee with respect to the disposition of shares, 
or with respect to any other matter, which the Committee shall deem necessary 
or desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such 
listing, qualification or registration be made and (c) any and all consents, 
clearances and approvals in respect of a plan action by any governmental or 
other regulatory bodies.

3.4	Nonassignability

		Except to the extent otherwise provided in the applicable Plan Agreement, 
no award or right granted to any person under the Plan shall be assignable 
or transferable other than by will or by the laws of descent and distribution, 
and all such awards and rights shall be exercisable during the life of the 
grantee only by the grantee or the grantee's legal representative.

3.5	Requirement of Notification of Election Under Section 83(b) of the Code

		If any grantee shall, in connection with the acquisition of shares of 
Common Stock under the Plan, make the election permitted under section 83(b) 
of the Code (that is, an election to include in gross income in the year of 
transfer the amounts specified in section 83(b)), such grantee shall notify 
the Company of such election within 10 days of filing notice of the election 
with the Internal Revenue Service, in addition to any filing and notification 
required pursuant to regulations issued under the authority of Code section
83(b).

3.6	Requirement of Notification Upon Disqualifying Disposition Under Section 
421(b) of the Code

		If any grantee shall make any disposition of shares of Common Stock issued 
pursuant to the exercise of an incentive stock option under the circumstances 
described in section 421(b) of the Code (relating to certain disqualifying 
dispositions),  such grantee shall notify the Company of such disposition 
within 10 days thereof.

3.7	Change in Control

		3.7.1	For purposes of this Section 3.7, a "Change In Control" shall be 
deemed to have occurred upon the happening of any of the following events:  

			(a)	any "person," including a "group," as such terms are defined in 
Sections 13(d) and 14(d) of the 1934 Act and the rules promulgated thereunder,
becomes the beneficial owner, directly or indirectly, whether by purchase 
or acquisition or agreement to act in concert or otherwise, of 10% or more of 
the outstanding shares of Common Stock of the Company; 

			(b)	a cash tender or exchange offer for 10% or more of the outstanding 
shares of Common Stock of the Company is commenced; 

			(c)	the shareholders of the Company approve an agreement to merge,
 consolidate, liquidate, or sell all or substantially all of the assets of 
the Company; or 

			(d)	two or more directors are elected to the Board without having 
previously been nominated and approved by the members of the Board incumbent 
on the day immediately preceding such election.

		3.7.2	Upon the happening of a change in control:

			(a)	notwithstanding any other provision of this Plan, any option or 
stock appreciation right then outstanding whose date of grant was at least 
one year prior to the date of the Change in Control shall become fully 
vested and immediately exercisable upon the subsequent termination of 
employment of the grantee by the Company or its successors without cause 
unless the applicable Plan Agreement expressly provides otherwise;

			(b)	to the fullest extent permitted by law, the Committee may, in its 
sole discretion, amend any Plan Agreement in such manner as it deems 
appropriate, including, without limitation, by amendments that advance the 
dates upon which any or all outstanding awards of any type shall terminate.

		3.7.3	Whenever deemed appropriate by the Committee, any action referred 
to in Section 3.7.2(b) may be made conditional upon the consummation of the 
applicable Change in Control transaction.

3.8	Right of Discharge Reserved

		Nothing in the Plan or in any Plan Agreement shall confer upon any 
grantee the right to continue in the employ of the Company or affect any 
right which the Company may have to terminate such employment.

3.9	Nature of Payments

		3.9.1	Any and all grants of awards and issuances of shares of Common 
Stock under the Plan shall be in consideration of services performed for the 
Company by the grantee.

		3.9.2	All such grants and issuances shall constitute a special incentive 
payment to the grantee and shall not be taken into account in computing 
the amount of salary or compensation of the grantee for the purpose of 
determining any benefits under any pension, retirement, profit-sharing, 
bonus, life insurance or other benefit plan of the Company or under any 
agreement between the Company and the grantee, unless such plan or agreement 
specifically provides otherwise.

3.10	Non-Uniform Determinations

		The Committee's determinations under the Plan need not be uniform and 
may be made by it selectively among persons who receive, or are eligible to 
receive, awards under the Plan (whether or not such persons are similarly 
situated).  Without limiting the generality of the foregoing, the Committee 
shall be entitled, among other things, to make non-uniform and selective 
determinations, and to enter into non-uniform and selective Plan agreements, 
as to (a) the persons to receive awards under the Plan, (b) the 
an, and (c) the treatment of leaves of absence pursuant to Section 1.6.4.

3.11	Other Payments or Awards

		Nothing contained in the Plan shall be deemed in any way to limit or 
restrict the Company from making any award or payment to any person under 
any other plan, arrangement or understanding, whether now existing or 
hereafter in effect.

3.12	Section Headings

		The section headings contained herein are for the purpose of convenience 
only and are not intended to define or limit the contents of the sections.

3.13	Effective Date and Term of Plan

		3.13.1	The Plan was adopted by the Board on August 4, 1997, subject 
to approval by the Company's shareholders.  All awards under the Plan prior 
to such shareholder approval are subject in their entirety to such approval.  
If such approval is not obtained prior to the first anniversary of the date 
of adoption of the Plan, the Plan and all awards thereunder shall terminate 
on that date.

		3.13.2	Unless sooner terminated by the Board, the provisions of the Plan 
respecting the grant of incentive stock options shall terminate on the day 
before the tenth anniversary of the adoption of the Plan by the Board, and 
no incentive stock option awards shall thereafter be made under the Plan.  
All awards made under the Plan prior to its termination shall remain in 
effect until such awards have been satisfied or terminated in accordance 
with the terms and provisions of the Plan and the applicable Plan Agreements.

3.14	Governing Law

		All rights and obligations under the Plan shall be construed and 
interpreted in accordance with the laws of the State of New York, without 
giving effect to principles of conflict of laws.