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                                                                    Exhibit 10.8


II.  Agreement
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     1.  Grant of Option. The Board of the Company hereby grants to the Optionee
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named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee"), a nonstatutory stock option (the "Option") to purchase a number of
Shares, as set forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. In the event
of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan shall
prevail.

     2.  Exercise of Option.
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         (a)  Right to Exercise.  This Option is exercisable during its term in
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accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Agreement.  In the event of
Optionee's termination of service as a Director, the exercisability of the
Option is governed by the applicable provisions of the Plan and this Agreement.

         (b)  Method of Exercise.  This Option is exercisable by delivery of an
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exercise notice (the "Exercise Notice"), which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised (the "Exercised Shares"), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan.  The Exercise Notice shall be signed by the Optionee and shall be
delivered in person or by certified mail to the Secretary of the Company.  The
Exercise Notice shall be accompanied by payment of the aggregate exercise price
as to all Exercised Shares.  This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.

     No Shares shall be issued pursuant to the exercise of this Option unless
(i) a registration statement under the Securities Act of 1933 covering the
Shares is effective, and (ii) such issuance and exercise complies with all
relevant provisions of law and the requirements of any stock exchange or
quotation service upon which the Shares are then listed. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

     3.  Method of Payment.  Payment of the aggregate Exercise Price shall be
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by any of the following, or a combination thereof, at the election of the
Optionee: (a) cash, (b) check, (c) delivery of a properly executed exercise
notice together with such other documentation as the Board and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price, (d)
surrender of other Shares which (i) in the case of Shares acquired upon exercise
of an Option, have been owned by the optionee for more than six (6) months on
the date of surrender, and (ii) have a Fair Market Value on the date of
surrender not greater than the aggregate Exercise Price of the Exercised Shares.

     4.  Non-Transferability of Option.  This Option may not be transferred in
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any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the
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lifetime of Optionee, only by the Optionee. The terms of the Plan and this
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

     5.  Term of Option.  This Option may be exercised only within the term set
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out in the Notice of Grant, and may be excised during such term only in
accordance with the Plan and the terms of this Agreement.

     6.  Termination Period. Subject to Section 11 of the Plan, this Option may
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be exercised for ninety (90) days after the termination of Optionee's service as
a Director, but in no event later than the term/expiration date.

     7.  Tax and Consequences.  Some of the federal tax consequences relating to
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this Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

         (a)  Exercising the Option.  The Optionee may incur regular federal
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income tax liability upon exercise.  The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the fair market value of the Exercised Shares on the date of
exercise over their aggregate Exercise Price.

         (b)  Disposition of Shares.  Upon a resale of the Exercised Shares by
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the Optionee, any difference between the sale price and the Fair Market Value of
the shares on the date of exercise of the Option, to the extent not included in
income as described above, will be treated as a capital gain or loss.

     8.  Acknowledgements of Optionee.  Optionee has reviewed the Plan and this
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Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of the Plan and Agreement.

     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT OT THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING SERVICE AT THE WILL OF THE COMPANY
(NOT THROUGH THE ACT OF BEING APPOINTED, BEING GRANTED THIS OPTION OR ACQUIRING
SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
AGREEMENT, NOR IN THE COMPANY'S 1996 BOARD OF DIRECTORS STOCK OPTION PLAN WHICH
IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF SERVICE BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY
WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS SERVICE AT ANY TIME,
WITH OR WITHOUT CAUSE.

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