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                                                                    EXHIBIT 4.17


                                                                      as amended
                                                                        09/23/99

                             GROUP 1 SOFTWARE, INC.
                             INCENTIVE STOCK OPTION,
                         NON-QUALIFIED STOCK OPTION AND
                          STOCK APPRECIATION UNIT PLAN

            Group 1 Software, Inc., a Delaware corporation (hereinafter referred
to as the "Company"), adopted and established a non-qualified stock option and
stock appreciation incentive unit plan (the "Plan") for its officers and other
key employees (whether full-time or otherwise) effective as of September 12,
1995, the date it was approved by the Company's shareholders at their annual
meeting.

            The provisions of the Plan are set forth below:

                                   SECTION ONE

                       DESIGNATION AND PURPOSE OF THE PLAN

            A. Designation. This document is designated the "GROUP 1 SOFTWARE,
INC. INCENTIVE STOCK OPTION, NON-QUALIFIED STOCK OPTION AND STOCK APPRECIATION
UNIT PLAN" (hereinafter referred to as the "Plan").

            B. Purpose. The purpose of the Plan is to advance the growth and
development of the Company by affording an opportunity to the officers and other
employees (whether full-time or otherwise) of the Company or a Subsidiary to
invest in shares of the Company's Stock and/or to receive a cash or Stock
distribution representing increases in the value of the Company's Stock. The
acquisition of such Stock by such employees and/or the payment of cash
distributions to such employees, who contribute to responsible for the Company's
success, provides a continuing incentive for them to promote the best interests
of the Company and induces them to continue their employment with the Company or
a Subsidiary. Finally, the Plan will enable the Company or a Subsidiary to
attract competent personnel to enter its employ.


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                                   SECTION TWO

                                   DEFINITIONS

            The following definitions shall be applicable to the terms used in
the Plan:

            A. "Code" means the Internal Revenue Code of 1986, as presently in
effect or as hereafter amended.

            B. "Committee" means the Compensation Committee appointed to
administer the Plan pursuant to Section Four.

            C. "Company" means Group 1 Software Corporation, a Delaware
corporation.

            D. "Eligible Individual" means any officer or other key employee
(whether full-time or otherwise) of the Company or a Subsidiary. Options and
Stock Units may be granted under the Plan only to such officers and other key
employees (whether full-time or otherwise) of the Company or a Subsidiary.

            E. "Incentive Stock Option" shall mean an option granted under this
Plan that meets the requirements of Code Section 422.

            F. "Incentive Stock Option Plan" shall mean that part of the Plan
the provisions of which are specifically designated as relating solely to
Incentive Stock Options as well as those provisions of the Plan which relate to
Options generally or to both Options and Stock Units.

            G. "Non-Qualified Stock Option" means any options granted under the
Plan that are not Incentive Stock Options.

            H. "Non-Qualified Stock Option Plan" shall mean that part of the
Plan the provisions of which are specifically designated as relating solely to
Non-Qualified Stock Options as well as those provisions of the Plan which relate
to Options generally or to both Options and Stock Units.

            I. "Option" shall mean an Incentive Stock Option and a Non-Qualified
Stock Option granted under this Plan to purchase authorized but unissued or
treasury shares of the Company's Stock.

            J. "Participant" means any Eligible Individual who is granted an
Option or Stock Unit as provided in this Plan, and


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shall also mean the successor in interest, if any, of a deceased Eligible
Individual.

            K. "Plan" shall mean the Group 1 Software Corporation Incentive
Stock Option, Non-Qualified Stock Option and Stock Appreciation Unit Plan as set
forth in this document, and as hereafter amended, the provisions of which,
unless otherwise designated, form a part of each of the incentive Stock Options
Plan, the Non-Qualified Stock Option Plan, and the Stock Appreciation Unit Plan.

            L. "Redemption Date" for a Stock Unit shall be the earlier of (i)
the date so designated in the written instrument granting the Stock Unit, which
shall in no event be earlier than the first anniversary of the date of grant of
the Stock Unit (except as otherwise expressly provided herein) nor later than
the tenth anniversary of the date of grant of the Stock Unit; (ii) the date of
the death of the Participant to whom the Stock Unit was granted; or (iii) the
date which is the first day of the sixth month following the termination of
employment of the Participant to whom the Stock Unit was granted if such
termination of employment is due to "total disability" of the Participant. If
the termination of employment is due to any other cause which the Committee, in
its sole discretion, determines should permit a redemption rather than a
forfeiture of outstanding vested Stock Units, the redemption rules of Section
Twelve A shall apply.

            M.  "Stock" means the Common Stock of the Company.

            N. "Stock Appreciation Unit Plan" shall mean that part of the Plan
the provisions of which are specifically designated as relating solely to Stock
Units as well as those provisions of the Plan which relate to both Stock Units
and Options.

            O. "Stock Unit" means a stock appreciation incentive unit granted to
a Participant by the Committee under this Plan.

            P. "Subsidiary" shall mean an affiliate controlled by the Company,
directly or indirectly, through one or more intermediaries, subject to Section
Twelve(A)(vi), below.

            Q. "Vesting Date" for a Stock Unit shall mean the date or dates upon
which all or any portion of the Stock Units shall become non-forfeitable in the
event of the subsequent


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total disability or death of the participant or in the event of the termination
of employment of the Participant for other causes approved by the Committee.

            R. Wherever appropriate, words used in this Plan in the singular may
mean the plural, the plural may mean the singular, and the masculine may mean
the feminine or neuter.

                                  SECTION THREE

                 STOCK SUBJECT TO STOCK OPTIONS AND STOCK UNITS

            Subject to the adjustment provided in Section Ten, the total number
of shares of Stock which may be delivered to all participants upon the exercise
of all Options granted under this Plan, shall not exceed 800,000 and the total
number of shares of Stock which may be so issued may be increased only by a
resolution adopted by the Board of Directors of the Company and approved by the
stockholders of the Company. Shares delivered under this Plan upon the exercise
of an Option shall be fully paid and non-assessable. Subject to the adjustment
provided in Section Ten, the total number of Stock Units which may be issued by
the Committee to all Participants under this Plan shall not exceed 100,000 and
the total of such Stock Units may be increased only by a resolution adopted by
the Board of Directors of the Company and approved by the stockholders of the
Company. Such Stock may either be authorized and unissued or treasury stock.
Subject to the adjustment provided in Section Ten, the total number of Shares of
Stock which may be issued by the Committee in redemption of Stock Units to all
Participants under the Plan shall not exceed 75,000 shares and the total number
of shares of Stock which may be so issued may be increased only by a resolution
adopted by the Board of Directors of the Company and approved by the
stockholders of the Company.

                                  SECTION FOUR

                           ADMINISTRATION OF THE PLAN

            A. Appointment of Committee. The Board of Directors shall appoint a
Compensation Committee (the "Committee") which shall consist of not less than
three (3) members of such Board of Directors, none of whom is, or has been
during the one (1) year period prior to his appointment, an Eligible Individual,
who shall not be eligible during the period of service on the Committee. In
addition, the Board of Directors may designate a


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member of the Committee to act as Chairman of the Committee. The Board of
Directors, in its sole discretion, may at any time, remove any member of the
Committee and appoint a director to fill any vacancy on the Committee. No
individual may participate as a member of the Committee in the administration of
this Plan if he shall have been eligible to receive a grant of an award of any
options or stock appreciation rights of the Company or any of its affiliates (as
that term is used in SEC Rule 16b-3) under this Plan or any other discretionary
plan of the Company or its affiliates (as that term is used in SEC Rule 16b-3)
at any time within one year prior to serving on the Committee.

            B. Committee Meetings. The Committee shall hold its meetings at such
times and places as are specified by the Committee. A majority of the Committee
shall constitute a quorum. All actions of the Committee shall be taken by a
majority of a quorum present at the meeting duly called by any member of the
Committee; provided, however, that any action taken by a written document signed
by a majority of the Committee members shall be as effective as actions taken by
the Committee at a meeting duly called and held.

            C. Committee Powers. Subject to the terms and provisions of this
Plan, the Committee shall have full power and authority to (i) designate the
Eligible Individuals to whom Options or Stock Units shall be granted, (ii)
determine the number of Options and/or Stock Units to be granted to each
Participant, (iii) determine the Redemption Date of any Stock Units and the
Vesting Date for any Stock Units, (iv) determine whether a vested Stock Unit
shall be redeemed for cash or for Stock or for a combination of cash and Stock,
(v) determine the purchase price to be paid for each share of Stock deliverable
upon the exercise of any Options, which shall be at least equal to the fair
market value of a share of Stock at the time the Option is granted, (vi)
determine the period during which an Option may be exercised, which period may
not (except as otherwise expressly provided herein commence prior to the first
anniversary of the date of grant of the Options nor extend beyond the tenth
anniversary of the date of grant of the Options, (vii) establish the provisions
of Non-Qualified Options to avoid such Options being deemed to constitute
incentive stock options under Section 422 of the Code and regulations
thereunder, including but not limited to extending the terms of Non-Qualified
Options to a term not to exceed ten years and seven days and (viii) determine
any other conditions to which the exercise of an Option shall be subject,
including, subject to the provisions of Section Twelve,


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the effect upon an Option of the termination of employment or death of a
Participant. The Committee shall have all rights, powers and authority necessary
or appropriate to administer this Plan in accordance with its terms, including,
without limitation, the power to make binding interpretations of this Plan and
to resolve all questions (whether express or implied) arising thereunder. The
Committee may prescribe such rules and regulations for administering this Plan
as the Committee, in its sole discretion, deems necessary or appropriate.

                                  SECTION FIVE

                            SELECTION OF PARTICIPANTS

            In determining which Eligible Individuals shall be granted Options
and/or Stock Units, the Committee shall evaluate, inter alia, (i) the duties and
responsibilities of the Eligible Individuals, (ii) their past and prospective
contributions to the success of the Company, (iii) the extent to which they are
performing and will continue to perform valuable services for the benefit of the
Company, and (iv) such other factors as the Committee deems relevant.

                                   SECTION SIX

                       ISSUANCE OF OPTIONS AND STOCK UNITS

            A. Form of Options and Stock Units. Subject to the provisions of
this Plan, each group of Options and/or Stock Units granted to a Participant
shall be set forth in a written instrument upon such terms and conditions as the
Committee determines. The Redemption Date of any Stock Unit and the Vesting Date
of any Stock Unit shall be set forth in such written instrument. Each such
instrument shall incorporate the provisions of this Plan by reference.

            B. Date of Grant of Stock Units and Options. The date of grant for a
Stock Unit shall be the date on which the Stock Unit instrument was issued to
the Participant and for an Option shall be the date such options were granted by
the Committee.

            C. Delivery of Shares on Exercise of Option. Except as otherwise
expressly provided herein, no Option may be exercised prior to the first
anniversary of the date of grant of the Option. Upon exercise of any Option, or
any portion thereof, the Committee shall deliver to the Participant such number
of


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shares of Stock as the Participant elects to purchase, as soon as practicable
after the Committee receives (i) written notice of such exercise under and
pursuant to the terms and conditions of the applicable Option document and (ii)
the full purchase price for such shares which shall be paid in cash or shares of
stock, or a combination thereof. The Participant shall be entitled to pyramid
the shares received upon exercise of Options by simultaneously delivering such
shares of stock in payment of the purchase price of shares subject to additional
Options; any share delivered in payment of the exercise price must have been
held of record by the Optionee for a least six months or such other period as
may be required to avoid any adverse effect on the financial position of the
Company or a Subsidiary as a result of incurring compensation expense or
otherwise. Such shares, which shall be fully paid and non-assessable upon the
issuance thereof, shall be represented by a certificate or certificates
registered in the name of the Participant and stamped with any appropriate
legend.

                                  SECTION SEVEN

                      VESTING AND REDEMPTION OF STOCK UNITS

            A. Vesting. The amount to be paid in redemption of any Stock Unit as
of the Redemption Date of such Stock Unit shall be equal to the percentage of
the "Stock Unit Value" of the Stock Unit in which the Participant has a vested
interest as of the Redemption Date. The Committee may, in its discretion, issue
Stock Units to a participant in which the Participant has an immediate fully
vested interest or may impose such vesting requirements, expressed in terms of
years of continuous employment with the Company and/or a Subsidiary, as the
Committee, in its sole discretion, may determine is appropriate in any given
situation.

            B. Stock Unit Value. The "Stock Unit Value" of a Stock Unit shall be
determined as of the Redemption Date of the Stock Unit and shall consist of the
appreciation, if any, in the value of one share of Stock of the Company, between
(i) the value of one share of the Company's Stock as of the date of grant of the
Stock Unit, and (ii) the value of one share of Stock of the Company as of the
Redemption Date of such Stock Unit.

            C. Payment of Stock Unit Value. Each Stock Unit granted to a
Participant which has become vested shall be redeemed by the Committee on the
Redemption Date of such Stock Unit. The


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"Stock Unit Value" of the Stock Unit shall be paid to the Participant in cash,
in Stock or in a combination of cash and Stock as soon as is practicable after
the Redemption Date, at the discretion of the Committee. To the extent that
payment of the Stock Unit Value is made in shares of Stock, the value of the
Company's Stock as of the Redemption Date shall be used in determining the
number of shares of Stock to be received by the Participant. Any shares of stock
received by a Participant upon exercise of a Stock Unit shall be
non-transferable until a period of at least six months has elapsed since the
date of the grant of such Stock Unit.

                                  SECTION EIGHT

                 NON-TRANSFERABILITY OF OPTIONS AND STOCK UNITS

            Any Option or Stock Unit granted to an Eligible Individual may not
be sold, exchanged, assigned, pledged, discounted, hypothecated or otherwise
transferred except by will or by the laws of descent and distribution. During
the lifetime of the Eligible Individual to whom an Option or Stock Unit is
issued, such Option or Stock Unit may be exercised only by the Eligible
Individual to whom it was issued or his representative. Upon any attempt to so
sell, transfer, assign, pledge, discount, hypothecate or otherwise transfer any
Option or Stock Unit, or any right thereunder, contrary to the provisions
hereof, such Option of Stock Unit and all rights thereunder shall immediately
become null and void.

                                  SECTION NINE

                         COMPLIANCE WITH SECURITIES LAWS

            Unless a registration statement under the Securities Act of 1933 is
then in effect with respect to the Stock a Participant receives upon the
exercise of an Option or the redemption of a Stock Unit the Committee, in its
discretion, may require, at the time that a Participant so receives such Stock,
that the Participant agrees in writing to acquire any such Stock he may so
receive for investment and not for distribution, or to consent to such other
agreement as the Committee, in its discretion, may deem to be necessary to
comply with the requirements of the Securities Act of 1933 or any applicable
state securities laws. A reference to any such agreement shall be inscribed on
the Stock certificate(s). Each Option shall be


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subject to the requirement that, if at any time the Committee determines, in its
discretion, that the listing, registration or qualification of the shares of
Stock subject to the Option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of shares thereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained and the same shall have been free of any
conditions not acceptable to the Committee.

                                   SECTION TEN

                     CHANGES IN CAPITAL STRUCTURE OF COMPANY

            In the event of the splitting or consolidation of shares of Stock of
the Company, the payment of a stock dividend by the Company or a similar
transaction, the number of shares of Stock specified in Section Three of this
Plan, the number of shares of Stock upon which the value of each outstanding
Stock Unit shall be based and the value per share and the number and price per
share of shares subject to then outstanding Options shall be proportionately
adjusted.

                                 SECTION ELEVEN

                    REORGANIZATION, DISSOLUTION, LIQUIDATION
                       CHANGE OF CONTROL OR SIMILAR EVENT

            A. Treatment of Options. In the event of an occurrence of any of the
following events and upon approval of the Committee:

               (i) the commencement of a bona fide "tender offer" acceptable to
the Company's Board for the shares of the Company as provided under Rule 14d-2
promulgated under the Federal Securities Exchange Act of 1934, as amended, or
any subsequent comparable Federal rule or regulation governing tender offers;

               (ii) a successful tender offer not previously approved by the
Company's Board of Directors resulting in a change of control of the Board;



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               (iii) the Company's execution of an agreement concerning the sale
of substantially all of its assets (other than to a subsidiary in a mere
corporate restructuring);

               (iv) the Company's adoption of a plan of dissolution or
liquidation; or

               (v) the Company's execution of an agreement concerning a merger
or consolidation involving the Company in which the Company is not the surviving
corporation or if, immediately following such merger or consolidation, less than
fifty percent (50%) of the surviving corporation's outstanding voting stock is
held by persons who were shareholders of the Company immediately prior to such
merger or consolidation; each Participant shall have the right, immediately
following such occurrence, to exercise his or her Option in full to the extent
not theretofore exercised regardless of any provision herein or any provision in
the Option contract providing for the deferment of the vesting or exercise
thereof.

The Participant shall be entitled to exercise the options regardless of whether
the tender offer (described in subsection A(i), directly above), is successful,
regardless of whether the dissolution or liquidation is consummated, and
regardless of whether the other corporation which is the surviving corporation
in a merger or consolidation shall adopt and maintain any plan under which
options are granted to the Participant. In the event the agreement concerning
the sale of substantially all of its assets or the agreement concerning a merger
or consolidation is not consummated by the parties, then the Options not
exercised prior to the formal determination by the Board that the contemplated
transaction will not be consummated shall on and after the date of such
determination again be subject to the exercise restrictions set forth in the
Option agreement. In the case of a merger, consolidation, reorganization,
reclassification, sale of assets or similar event, all outstanding Options shall
pertain to the securities or other property to which a holder of the number of
shares of Stock covered by the Option would have been entitled to receive in
connection with such event, and in the case of any other event specified herein,
each outstanding Option shall remain outstanding and exercisable in accordance
with its terms.

            B. Treatment of Stock Units. In the event of an occurrence of any of
the following events and upon approval of the Committee:




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               (i) the commencement of a bona fide "tender offer" acceptable to
the Company's Board for the shares of the Company as provided under Rule 14d-2
promulgated under the Federal Securities Exchange Act of 1934, as amended, or
any subsequent comparable Federal rule or regulation governing tender offers;

               (ii) a successful tender offer not previously approved by the
Company's Board of Directors resulting in a change of control of the Board;

               (iii) the Company's execution of an agreement concerning the sale
of substantially all of its assets (other than to a subsidiary in a mere
corporate restructuring);

               (iv) the Company's adoption of a plan of dissolution or
liquidation; or

               (v) the Company's execution of an agreement concerning a merger
or consolidation involving the Company in which the Company is not the surviving
corporation or if, immediately following such merger or consolidation, less than
fifty percent (50%) of the surviving corporation's outstanding voting stock is
held by persons who were shareholders of the Company immediately prior to such
merger or consolidation; the Redemption Date with respect to all Stock Units
theretofore granted hereunder and outstanding at that time shall be the date of
such event, regardless of any provision herein or any provision in the Stock
Unit contract providing for the deferment of the vesting or redemption of any
provision herein or any provision in the Stock Unit contract providing for the
deferment of the vesting or redemption thereof.

The Participant shall be entitled to require redemption (the "Redemption Date")
of the Stock Units regardless of whether the tender offer is successful,
regardless of whether the dissolution or liquidation is consummated, and
regardless of whether the other corporation which is the surviving corporation
in a merger or consolidation shall adopt and maintain any plan under which Stock
Units are granted to the Participant. In the event the agreement concerning the
sale of substantially all of its assets or the agreement concerning a merger or
consolidation is not consummated by the parties, then the Stock Units not
exercised prior to the formal determination by the Board that the contemplated
transaction will not be consummated shall on and after the date of such
determination again be subject to the vesting restrictions set forth in the
Option agreement.



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            In the case of a merger, consolidation, reorganization,
reclassification, sale of assets or similar event, the Stock Unit Value of any
Stock Unit upon the redemption of such Stock Unit shall be determined on the
basis of the difference, if any, between (i) the value of a single share of the
Company's Stock as of the date of grant of such Stock Unit, and (ii) the current
value, as of the Redemption Date of such Stock Unit, of the shares of stock or
other securities into which a single share of the Company's Stock would have
been converted on the date of such reclassification, consolidation, merger,
reorganization, sale of assets or other similar event.

                                 SECTION TWELVE

                            TERMINATION OF EMPLOYMENT

            A.  Severance.

               (i) Stock Units - Termination of Employment. In the event that a
Participant's employment with the Company or a Subsidiary terminates for any
reason, other than due to his death or "total disability," any Stock Unit
granted to him will be forfeited, whether or not such Stock Unit had been
vested, unless the Committee, in its sole discretion, decides to authorize the
redemption of the Stock Unit, to the extent then vested. If the Committee so
decides to redeem the Stock Unit, it shall be redeemed as of the third business
day following the next date on which quarterly and/or annual summary statements
of sales and sales earnings of the Company are released for publication on a
wire service, in a financial news service, in a newspaper of general publication
or are otherwise made publicly available.

               (ii) Stock Units - Total Disability. In the event that a
Participant's employment with the Company or a Subsidiary is terminated due to
his incurring a "total disability", any Stock Units granted to him will be
redeemed, to the extent then vested, upon the expiration of six months following
the date of termination of employment due to a "total disability".

               (iii) Options - Termination of Employment. In the event that a
Participant's employment with the Company or a Subsidiary terminates for any
reason, other than due to his death or "total disability", any Option granted to
such Participant will expire in accordance with the provisions of the Options
document dealing with the effect of a termination of


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employment. Such provisions must provide for an expiration of the Option not
later than six months after the date of such termination. Notwithstanding the
foregoing, in the event that the Participant's employment is terminated for
cause any Option granted to him shall be revoked as of the date his employment
terminates. Notwithstanding any other provisions of this Plan, no payment under
any Stock Unit or issuance of any Stock pursuant to any Option or Stock Unit
shall be made and all rights of the Participant who received such Option or
Stock Unit (or his designated beneficiary or legal representatives) under this
Plan shall be forfeited if, prior to the time of such payment or issuance, the
Participant (1) shall be employed without the Company's or affiliate's consent
by a competitor of, or shall be engaged in any activity in competition with, the
Company or an affiliate; (2) divulges without the consent of the Company any
secret or confidential information belonging to the Company or an affiliate; (3)
has been dishonest or fraudulent in any matter affecting the Company or (4) has
committed any act which, in the sole judgment of the Committee, has been
substantially detrimental to the interests of the Company. The Company shall
give a Participant written notice of the occurrence of any such event (described
in the foregoing clauses (1) - (4)) prior to making any such forfeiture. The
determination of the Committee as to the occurrence of any of the events
specified in the foregoing clauses (1)-(4) of this Section 11 shall be
conclusive and binding upon all persons for all purposes. Any Award shall be
subject to forfeiture for the reasons provided in this Section in such manner as
shall be provided by the Committee.

               (iv) Options - Total Disability. In the event that a
Participant's employment with the Company or a Subsidiary is terminated due to
his incurring a "total disability," any Option granted to such Participant will
expire twelve months after the date of such termination.

               (v) Definition of "Total Disability". For purposes of this
Section Twelve, a Participant is totally disabled if he is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.

               (vi) Definition of "Subsidiary". For purposes of this Section
Twelve, a Participant's employer shall continue to be deemed a Subsidiary
notwithstanding that such entity is no

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longer directly or indirectly controlled by the Company and therefore no longer
a Subsidiary, provided that the Participant's employer was a Subsidiary at the
time the Options or Stock Units were granted to such Participant.

            B. Death. If a Participant dies while in the employ of the Company
or a Subsidiary, his vested Stock Units will be redeemed as soon as is
practicable after his death and the proceeds of such redemption shall be paid
over to the executor or administrator of the estate of the Participant or to the
person to whom the Stock Units shall pass by will or by the laws of descent and
distribution. If a Participant dies while in the employ of the Company or a
Subsidiary, any Option may provide that it can be exercisable not later than six
months after his death by the executor or administrator of the estate of the
Participant or by the person to whom the Option shall pass by will or by the
laws of descent and distribution, but only to the extent the Participant was
entitled to exercise the Options as of the date of his death.

                                SECTION THIRTEEN

                   PARTICIPANT'S RIGHTS AS A HOLDER OF SHARES

            A Participant has no rights as a stockholder with respect to any
shares of Stock paid in redemption of any Stock Units or acquired pursuant to
the exercise of an Option until the date a certificate is issued to him for such
shares. Except as otherwise provided in Section Ten of this Plan, no adjustment
shall be made for dividends or other rights for which the record date occurs
prior to the date such stock certificate is issued.

                                SECTION FOURTEEN

                             AMENDMENTS TO THE PLAN

            The Board of Directors of the Company may amend or terminate this
Plan at any time; provided, however, that (i) any such amendment or termination
shall not adversely affect the rights of Participants under Options or Stock
Units granted prior thereto; and (ii) any amendment which increases the total
number of Options, Stock Units or shares of Stock covered by this Plan, changes
the definition of Eligible Individual, changes the criteria for becoming a
member of the Compensation Committee or any other material change to this Plan
shall be


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subject to obtaining the approval thereof by the Company's stockholders.
Notwithstanding the foregoing, this Plan shall not be amended more than once
every six months, other than to comport with changes in the, the Code, the
Employee Retirement Income Security Act of 1974, as amended or the rules
thereunder.

                                 SECTION FIFTEEN

                   EFFECTIVE AND EXPIRATION DATES OF THE PLAN

            This Plan shall be effective on September 12, 1995, after approval
of it by the Company's shareholders. No Option shall be granted after September
10, 2005.

                                 SECTION SIXTEEN

                       INCENTIVE STOCK OPTIONS PROVISIONS

            The provisions of this Section Sixteen shall apply only to Incentive
Stock Options.

            A. Over Ten-Percent Shareholders. Incentive Stock Options shall not
be issued to individuals then owning more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any parent or
subsidiary of the Company.

            B. Limit. Incentive Stock Options shall not be granted which will
cause the aggregate fair market value (determined at the time each Option is
granted) of the Stock for which options are granted to any Eligible Individual
under all incentive stock option plans of the Company during the calendar year
to exceed $100,000 plus the "unused limit carry-over" referred to in Section
422(b)(8) of the Internal Revenue Code of 1954.




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