EXHIBIT 10.2

                       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 435,000
     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.