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                       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,
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          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).
<PAGE>  3
     "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
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     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
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     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 325,000
     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
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     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.
<PAGE>  7
     (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.
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     (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
<PAGE>  9
     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
<PAGE> 10
     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.