COGNITRONICS CORPORATION
                      RESTRICTED STOCK PLAN, AS AMENDED


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 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 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 Company 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 "non-employee
    directors" 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 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 535,000 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, 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 EMPLOYMENT                              PORTION 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%
     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 Award       100%

    (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.

    (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 held by that Key Employee 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 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
    remainder 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 Plan shall continue in
    effect until terminated by the Board  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.  Amendments may be made
    without stockholder approval except as required to satisfy applicable
    law or stock exchange requirements.  No amendment of the Plan may affect
    an Award theretofore granted under the Plan without the written consent
    of the Key Employee affected.  No Award may be granted after this Plan
    has terminated.  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.