EXHIBIT 10(H)

                                   Sandata, Inc.
                             1998 Stock Option Plan

                  1. Purpose of the Plan.  The Sandata,  Inc.  1998 Stock Option
Plan (the  "Plan") is intended to advance the  interests of Sandata,  Inc.  (the
"Company")  by inducing  individuals,  and  eligible  entities  (as  hereinafter
provided) of  outstanding  ability and  potential  to join and remain  with,  or
provide  consulting or advisory  services to, the Company,  by  encouraging  and
enabling eligible employees, non-employee Directors, consultants and advisors to
acquire proprietary interests in the Company, and by providing the participating
employees,  non-employee Directors,  consultants and advisors with an additional
incentive  to  promote  the  success of the  Company.  This is  accomplished  by
providing for the granting of "Options," which term as used herein includes both
"Incentive Stock Options" and "Nonstatutory Stock Options," as later defined, to
employees, non-employee Directors, consultants and advisors.

                  2. Administration. The Plan shall be administered by the Board
of Directors of the Company (the "Board of  Directors")  or by a committee  (the
"Committee")  consisting  of at least  one (1)  person  chosen  by the  Board of
Directors.  Except as  herein  specifically  provided,  the  interpretation  and
construction  by the Board of Directors or the Committee of any provision of the
Plan or of any  Option  granted  under it shall be  final  and  conclusive.  The
receipt of Options by  Directors,  or any  members of the  Committee,  shall not
preclude  their vote on any matters in  connection  with the  administration  or
interpretation of the Plan.

                  3. Shares  Subject to the Plan.  The stock  subject to Options
granted under the Plan shall be shares of the Company's  common stock, par value
$.001 per share (the "Common Stock"), whether authorized but unissued or held in
the Company's treasury, or shares purchased from stockholders  expressly for use
under the Plan. The maximum number of shares of Common Stock which may be issued
pursuant to Options granted under the Plan shall not exceed in the aggregate one
million  (1,000,000)  shares plus such number of Common Shares issuable upon the
exercise of Reload  Options (as  hereinafter  defined)  granted  under the Plan,
subject to adjustment in  accordance  with the  provisions of Section 14 hereof.
The Company shall at all times while the Plan is in force reserve such number of
shares of Common Stock as will be sufficient to satisfy the  requirements of all
outstanding  Options  granted  under the Plan.  In the event any Option  granted
under the Plan shall  expire or  terminate  for any reason  without  having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part,  the  unpurchased  shares  subject  thereto  shall again be available  for
Options under the Plan.

                  4. Participation. The class of individual or entity that shall
be  eligible  to receive  Options  under the Plan  shall be (a) with  respect to
Incentive Stock Options described in Section 6 hereof, all employees  (including
officers) of either the Company or any  subsidiary  corporation  of the Company,
and (b) with  respect  to  Nonstatutory  Stock  Options  described  in Section 7
hereof,  all employees  (including  officers) and non-employee  Directors of, or
consultants and advisors to, either the Company or any subsidiary corporation of
the Company;  provided,  however,  that Nonstatutory  Stock Options shall not be
granted to any such  consultants and advisors unless (i) bona fide services have
been or are to be rendered by such  consultant or advisor and (ii) such services
are not in connection  with the offer or sale of securities in a capital raising
transaction.  For purposes of the Plan, for an entity to be an eligible  entity,
it must be included in the  definition of "employee"  for purposes of a Form S-8
Registration  Statement  filed under the Securities Act of 1933, as amended (the
"Act").  The Board of Directors or the Committee,  in its sole  discretion,  but
subject  to the  provisions  of the Plan,  shall  determine  the  employees  and
non-employee  Directors of, and the consultants and advisors to, the Company and
its subsidiary  corporations to whom Options shall be granted, and the number of
shares to be covered  by each  Option,  taking  into  account  the nature of the
employment or services rendered by the individuals or entities being considered,
their annual  compensation,  their  present and potential  contributions  to the
success of the Company,  and such other factors as the Board of Directors or the
Committee may deem relevant.

                  5. Stock Option Agreement.  Each Option granted under the Plan
shall be  authorized  by the Board of Directors or the  Committee,  and shall be
evidenced by a Stock Option Agreement which shall be executed by the Company and
by the  individual  or entity to whom such Option is granted.  The Stock  Option
Agreement  shall  specify  the number of shares of Common  Stock as to which any
Option is granted,  the period  during which the Option is  exercisable  and the
option price per share thereof.

                  6.  Incentive  Stock  Options.  The Board of  Directors or the
Committee  may grant  Options  under the Plan,  which are  intended  to meet the
requirements  of Section 422 of the Internal  Revenue  Code of 1986,  as amended
(the "Code"),  and which are subject to the following  terms and  conditions and
any other terms and  conditions as may at any time be required by Section 422 of
the Code (referred to herein as an "Incentive Stock Option"):
                         (a) No  Incentive  Stock  Option  shall be  granted  to
individuals other than employees of
the Company or of a subsidiary corporation of the Company.
                         (b) Each Incentive  Stock Option under the Plan must be
granted prior to August 3, 2008,
which is within ten (10)  years from the date the Plan was  adopted by the Board
of Directors of the Company.
                         (c) The  option  price  of the  shares  subject  to any
Incentive Stock Option shall not be
less than the fair market value of the Common  Stock at the time such  Incentive
Stock Option is granted;  provided,  however,  if an  Incentive  Stock Option is
granted to an individual  who owns,  at the time the  Incentive  Stock Option is
granted,  more than ten percent (10%) of the total combined  voting power of all
classes of stock of the Company or of a parent or subsidiary  corporation of the
Company,  the option price of the shares  subject to the Incentive  Stock Option
shall be at least one hundred ten percent (110%) of the fair market value of the
Common Stock at the time the Incentive Stock Option is granted.
                         (d) No Incentive  Stock Option  granted  under the Plan
shall be exercisable after the expiration of ten (10) years from the date of its
grant.  However,  if an Incentive  Stock Option is granted to an individual  who
owns, at the time the Incentive  Stock Option is granted,  more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
or of a parent or subsidiary  corporation of the Company,  such Incentive  Stock
Option shall not be exercisable  after the expiration of five (5) years from the
date of its grant.  Every Incentive Stock Option granted under the Plan shall be
subject to earlier termination as expressly provided in Section 12 hereof.
                         (e) For purposes of determining  stock  ownership under
this Section 6, the attribution rules of Section 424(d) of the Code shall apply.
                         (f) For  purposes of the Plan,  fair market value shall
be determined by the Board of Directors or the Committee. If the Common Stock is
listed on a  national  securities  exchange  or  traded on the  over-the-counter
market,  fair  market  value  shall be the  closing  selling  price  or,  if not
available, the closing bid price or, if not available, the high bid price of the
Common  Stock  quoted on such  exchange,  or on the  over-the-counter  market as
reported by the National  Association of Securities Dealers Automated  Quotation
("Nasdaq")  system or if the Common  Stock is not listed on Nasdaq,  then by the
National  Quotation  Bureau,  Incorporated,  as the  case  may  be,  on the  day
immediately preceding the day on which the Option is granted, or, if there is no
trading or bid price on that day, the closing  selling price,  closing bid price
or high bid price on the most recent day which  precedes  that day and for which
such prices are available.

                  7. Nonstatutory  Stock Options.  The Board of Directors or the
Committee  may grant  Options  under the Plan which are not intended to meet the
requirements  of Section 422 of the Code,  as well as Options which are intended
to meet the  requirements  of  Section  422 of the  Code but the  terms of which
provide that they will not be treated as Incentive  Stock  Options  (referred to
herein as a "Nonstatutory  Stock Option").  Nonstatutory  Stock Options shall be
subject to the following terms and conditions:
                         (a) A  Nonstatutory  Stock Option may be granted to any
individual or entity  eligible  to  receive an Option under the Plan pursuant to
Section 4(b) hereof.
                         (b)  The  option  price  of  the  shares  subject  to a
Nonstatutory  Stock Option shall be  determined by the Board of Directors or the
Committee, in its sole discretion,  at the time of the grant of the Nonstatutory
Stock Option.
                         (c) A Nonstatutory  Stock Option granted under the Plan
may be of such  duration as shall be determined by the Board of Directors or the
Committee  (subject to earlier  termination as expressly  provided in Section 12
hereof).

                  8. Reload Feature. The Board of Directors or the Committee may
grant Options with a reload feature.  A reload feature shall only apply when the
option  price is paid by  delivery  of Common  Stock  (as set  forth in  Section
13(b)(ii)).  The Stock Option  Agreement for the Options  containing  the reload
feature shall provide that the Option  holder shall  receive,  contemporaneously
with the payment of the option price in shares of Common  Stock,  a reload stock
option (the "Reload  Option") to purchase  that number of shares of Common Stock
equal to the sum of (i) the number of shares of Common  Stock  used to  exercise
the Option, and (ii) with respect to Nonstatutory  Stock Options,  the number of
shares of Common Stock used to satisfy any tax withholding  requirement incident
to the  exercise  of such  Nonstatutory  Stock  Option.  The  terms  of the Plan
applicable  to the Option shall be equally  applicable to the Reload Option with
the  following  exceptions:  (i) the  option  price per  share of  Common  Stock
deliverable upon the exercise of the Reload Option,  (A) in the case of a Reload
Option  which  is  an  Incentive  Stock  Option  being  granted  to a  Principal
Stockholder, shall be one hundred ten percent (110%) of the fair market value of
a share of Common Stock on the date of grant of the Reload Option and (B) in the
case of a Reload  Option which is an Incentive  Stock Option being  granted to a
person other than a Principal  Stockholder  or is a  Nonstatutory  Stock Option,
shall be the fair market  value of a share of Common  Stock on the date of grant
of the Reload  Option;  and (ii) the term of the Reload Option shall be equal to
the remaining  option term of the Option  (including a Reload Option) which gave
rise  to  the  Reload  Option.  The  Reload  Option  shall  be  evidenced  by an
appropriate  amendment to the Stock Option  Agreement  for the Option which gave
rise to the  Reload  Option.  In the  event  the  exercise  price  of an  Option
containing a reload  feature is paid by check and not in shares of Common Stock,
the reload feature shall have no application with respect to such exercise.

                  9. Rights of Option Holders.  The holder of any Option granted
under the Plan shall have none of the rights of a  stockholder  with  respect to
the stock  covered by his Option  until such stock shall be  transferred  to him
upon the exercise of his Option.

                  10.    Alternate Stock Appreciation Rights.
                         (a)  Concurrently  with,  or  subsequent  to, the award
of  any  Option to  purchase  one or more shares of  Common Stock, the Board of
Directors or the Committee may, in itssole discretion, subject to the provisions
of the Plan and such other terms and conditions as the Board of Directors or the
Committee  may  prescribe,  award to the optionee  with respect to each share of
Common  Stock  covered  by  an  Option ("Related  Option"),a  related  alternate
stock  appreciation  right  ("SAR"), permitting   the  optionee  to  be paid the
appreciation  on the Related  Option in lieu of  exercising  the Related Option.
An  SAR  granted  with  respect to  an  Incentive  Stock  Option must be granted
together with the Related Option.  An SAR granted with respect to a Nonstatutory
Stock  Option may be granted together with, or subsequent to, the grant of such
Related Option.
                         (b) Each SAR granted under the Plan shall be authorized
by the Board of Directors or the  Committee,  and  shall be  evidenced by an SAR
Agreement  which  shall be executed  by the  Company  and by the  individual  or
entity to whom such SAR is granted.  The SAR  Agreement shall specify the period
during which  the  SAR is exercisable, and such  other terms and provisions not
inconsistent with the Plan.
                         (c) An SAR may be  exercised  only if and to the extent
that its Related  Option is eligible to be  exercised on the date of exercise of
the SAR. To the extent that a holder of an SAR has a current  right to exercise,
the SAR may be exercised  from time to time by delivery by the holder thereof to
the Company at its principal office  (attention:  Secretary) of a written notice
of the number of shares with respect to which it is being exercised. Such notice
shall  be  accompanied  by the  agreements  evidencing  the SAR and the  Related
Option.  In the event the SAR shall not be exercised in full,  the  Secretary of
the Company  shall  endorse or cause to be endorsed on the SAR Agreement and the
Related  Option  Agreement  the  number of  shares  which  have  been  exercised
thereunder  and the number of shares that remain  exercisable  under the SAR and
the Related Option and return such SAR and Related Option to the holder thereof.
                         (d) An  optionee  may  exercise  an SAR  only  when the
market  price on the  exercise  date of a share of Common  Stock  subject to the
Related  Option  exceeds the exercise price per share of the Related Option (the
"SAR Spread"). The amount of payment to which an optionee shall be entitled upon
the exercise of each SAR shall be equal to one hundred percent (100%) of the SAR
Spread;  provided,  however,  the Company may, in its sole discretion,  withhold
from any such cash  payment  any  amount  necessary  to  satisfy  the  Company's
obligation for withholding taxes with respect to such payment.
                         (e) The amount  payable by the  Company to an  optionee
upon exercise of a SAR may, in the sole determination of the Company, be paid in
shares of Common Stock, cash or a combination  thereof,  as set forth in the SAR
Agreement.  In the case of a payment in  shares,  the number of shares of Common
Stock to be paid to an optionee upon such optionee's exercise of an SAR shall be
determined  by  dividing  the amount of payment  determined  pursuant to Section
10(d) hereof by the fair market value of a share of Common Stock on the exercise
date of such SAR. For purposes of the Plan, the exercise date of an SAR shall be
the date the Company  receives  written  notification  from the  optionee of the
exercise of the SAR in accordance  with the  provisions of Section 10(c) hereof.
As soon as practicable  after exercise,  the Company shall either deliver to the
optionee the amount of cash due such optionee or a certificate  or  certificates
for such shares of Common Stock. All such shares shall be issued with the rights
and restrictions specified herein.
                         (f)  SARs  shall  terminate  or  expire  upon  the same
conditions  and in the same manner as the Related  Options,  and as set forth in
Section 12 hereof.
                         (g) The exercise of any SAR shall cancel and  terminate
the right to purchase an equal number of shares  covered by the Related  Option,
and the exercise of a Related  Option shall  cancel and  terminate  the right to
exercise an SAR granted pursuant to such Related Option.
                         (h) Upon the  exercise  or  termination  of any Related
Option,  the SAR with  respect to such  Related  Option  shall  terminate to the
extent of the number of shares of Common  Stock as to which the  Related  Option
was exercised or terminated.
                         (i) An  SAR  granted  pursuant  to the  Plan  shall  be
exercisable  only by the optionee  hereof  during the  optionee's  lifetime and,
subject to the provisions of Section 10(f) hereof.  (j) No SAR granted  pursuant
to the Plan shall be  transferable  by the  individual  or entity to whom it was
granted  otherwise  than by will or the laws of descent and  distribution,  and,
during the lifetime of such  individual,  shall not be  exercisable by any other
person, but only by him.

                  11. Transferability. No Option granted under the Plan shall be
transferable  by the individual or entity to whom it was granted  otherwise than
by will or the laws of descent and  distribution,  and,  during the  lifetime of
such individual, shall not be exercisable by any other person, but only by him.

                  12. Termination of Employment or Death
                         (a)  Subject  to the  terms  of the  Stock  Option
Agreement,  if  the  employment  of  an  employee  by,  or  the  services  of  a
non-employee  Director  for,  or  consultant  or advisor  to,  the  Company or a
subsidiary  corporation  of  the  Company  shall  be  terminated  for  cause  or
voluntarily by the employee,  non-employee Director, consultant or advisor, then
his or its  Option  shall  expire  forthwith.  Subject to the terms of the Stock
Option  Agreement,  and except as  provided in  subsections  (b) and (c) of this
Section 12, if such employment or services shall terminate for any other reason,
then such Option may be exercised at any time within three (3) months after such
termination, subject to the provisions of subsection (d) of this Section 12. For
purposes of the Plan,  the  retirement  of an  individual  either  pursuant to a
pension or  retirement  plan adopted by the Company or at the normal  retirement
date  prescribed  from  time  to time  by the  Company  shall  be  deemed  to be
termination of such individual's employment other than voluntarily or for cause.
For  purposes  of this  subsection  (a),  an  employee,  non-employee  Director,
consultant or advisor who leaves the employ or services of the Company to become
an  employee  or  non-employee  Director  of, or a  consultant  or advisor to, a
subsidiary  corporation of the Company or a corporation (or subsidiary or parent
corporation of the corporation) which has assumed the Option of the Company as a
result of a corporate  reorganization,  etc.,  shall not be  considered  to have
terminated  his  employment  or services.

                         (b) Subject to the terms of the Stock Option Agreement,
if the holder of an Option  under the Plan dies (i) while  employed by, or while
serving as a  non-employee  Director  for or a  consultant  or  advisor  to, the
Company or a subsidiary  corporation  of the  Company,  or (ii) within three (3)
months  after  the   termination  of  his  employment  or  services  other  than
voluntarily by the employee or non-employee Director,  consultant or advisor, or
for cause,  then such Option may, subject to the provisions of subsection (d) of
this  Section 12, be  exercised  by the estate of the  employee or  non-employee
Director,  consultant  or  advisor,  or by a person  who  acquired  the right to
exercise such Option by bequest or inheritance or by reason of the death of such
employee or non-employee Director,  consultant or advisor at any time within one
(1) year after such death.
                         (c) Subject to the terms of the Stock Option Agreement,
if the holder of an Option under the Plan ceases  employment or services because
of permanent and total disability (within the meaning of Section 22(e)(3) of the
Code) while  employed  by, or while  serving as a  non-employee  Director for or
consultant  or  advisor  to,  the  Company or a  subsidiary  corporation  of the
Company,  then such Option may,  subject to the  provisions of subsection (d) of
this  Section  12,  be  exercised  at any time  within  one (1) year  after  his
termination  of  employment,  termination  of  Directorship  or  termination  of
consulting or advisory services, as the case may be, due to the disability.
                         (d) An Option  may not be  exercised  pursuant  to this
Section 12 except to the extent
that the holder was entitled to exercise  the Option at the time of  termination
of  employment,  termination  of  Directorship,  termination  of  consulting  or
advisory  services,  or death,  and in any event may not be exercised  after the
expiration of the Option.
                         (e) For  purposes of this  Section  12, the  employment
relationship of an employee of the
Company  or of a  subsidiary  corporation  of the  Company  will be  treated  as
continuing intact while he is on military or sick leave or other bona fide leave
of absence (such as temporary  employment by the  Government) if such leave does
not exceed ninety (90) days, or, if longer, so long as his right to reemployment
is guaranteed either by statute or by contract.

                  13.    Exercise of Options.
                         (a) Unless otherwise provided in the Stock Option
Agreement, any Option grantedunder the Plan shall be exercisable in whole at any
time, or in part from time to time, prior to expiration.  The Board of Directors
or the Committee,  in its absolute  discretion,  may provide in any Stock Option
Agreement  that the  exercise  of any  Options  granted  under the Plan shall be
subject (i) to such condition or conditions as it may impose, including, but not
limited to, a condition  that the holder thereof remain in the employ or service
of, or continue to provide  consulting or advisory services to, the Company or a
subsidiary  corporation  of the Company for such period or periods from the date
of grant of the  Option  as the  Board of  Directors  or the  Committee,  in its
absolute  discretion,  shall  determine;  and (ii) to such limitations as it may
impose,  including,  but not limited to, a limitation  that the  aggregate  fair
market value of the Common Stock with respect to which  Incentive  Stock Options
are  exercisable  for the first time by any employee  during any  calendar  year
(under all plans of the  Company  and its parent  and  subsidiary  corporations)
shall not exceed one hundred  thousand dollars  ($100,000).  For purposes of the
preceding sentence, the fair market value of any stock shall be determined as of
the date the option with respect to such stock is granted.  In addition,  in the
event that under any Stock Option  Agreement the aggregate  fair market value of
the Common Stock with respect to which  Incentive  Stock Options are exercisable
for the first time by any employee  during any calendar year (under all plans of
the  Company  and its parent and  subsidiary  corporations)  exceeds one hundred
thousand dollars  ($100,000),  the Board of Directors or the Committee may, when
shares are  transferred  upon exercise of such Options,  designate  those shares
which shall be treated as transferred upon exercise of an Incentive Stock Option
and those  shares  which  shall be treated as  transferred  upon  exercise  of a
Nonstatutory  Stock  Option.
                         (b) An  Option   granted   under  the  Plan   shall  be
exercised by the delivery by the holder  thereof to the Company at its principal
office  (attention of the  Secretary) of written  notice of the number of shares
with  respect  to which the  Option is being  exercised.  Such  notice  shall be
accompanied, or followed within ten (10) days of delivery thereof, by payment of
the full option price of such shares,  and payment of such option price shall be
made by the  holder's  delivery  of (i) his  check  payable  to the order of the
Company;  (ii) previously  acquired Common Stock, the fair market value of which
shall be determined  as of the date of exercise;  (iii) if provided in the Stock
Option Agreement at the discretion of the Board or Committee,  a promissory note
made payable to the Company  accompanied by cash payment of the par value of the
Common  Stock  being  purchased;  or  (iv)  by  the  holder's  delivery  of  any
combination  of the  foregoing  (i),  (ii) and if provided  in the Stock  Option
Agreement at the discretion of the Board or Committee, (iii).

                  14.    Adjustment Upon Change in Capitalization.
(a) In the event  that the  outstanding  Common  Stock is  hereafter  changed by
reason   of    reorganization,    merger,    consolidation,    recapitalization,
reclassification,  stock split-up,  combination of shares,  reverse split, stock
dividend or the like, an  appropriate  adjustment  shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan, in the number of shares and option price per share subject to  outstanding
Options,  and  in any  limitation  on  exerciseability  referred  to in  Section
13(a)(ii) hereof which is set forth in outstanding  Incentive Stock Options.  If
the  Company  shall  be  reorganized,   consolidated,  or  merged  with  another
corporation,  the holder of an Option  shall be  entitled  to  receive  upon the
exercise  of his Option the same  number and kind of shares of stock or the same
amount of property, cash or securities as he would have been entitled to receive
upon the happening of any such  corporate  event as if he had been,  immediately
prior to such event,  the holder of the number of shares  covered by his Option;
provided,  however,  that in such event the Board of Directors or the  Committee
shall have the  discretionary  power to take any action necessary or appropriate
to prevent any Incentive Stock Option granted  hereunder which is intended to be
an  "incentive  stock  option"  from being  disqualified  as such under the then
existing  provisions of the Code or any law amendatory  thereof or  supplemental
thereto.
                         (b) Any  adjustment in the number of shares shall apply
proportionately to only the unexercised portion of the Option granted hereunder.
If fractions of a share would result from any such  adjustment,  the  adjustment
shall be revised to the next lower whole number of shares.

                  15.    Further Conditions of Exercise.
                         (a) Unless  prior to  the  exercise  of  the Option the
shares  issuable upon such exercise have been registered with the Securities and
Exchange  Commission  pursuant to the  Securities  Act of 1933, as amended,  the
notice of exercise shall be accompanied by a representation  or agreement of the
person or estate  exercising  the Option to the  Company to the effect that such
shares are being  acquired  for  investment  purposes and not with a view to the
distribution  thereof,  or such other  documentation  as may be  required by the
Company,  unless in the opinion of counsel to the Company  such  representation,
agreement  or  documentation  is not  necessary to comply with such Act. (b) The
Company  shall not be  obligated  to deliver any Common  Stock until it has been
listed on each securities  exchange or market on which the Common Stock may then
be listed or until there has been  qualification  under or compliance  with such
federal or state laws,  rules or regulations as the Company may deem applicable.
The Company shall use reasonable  efforts to obtain such listing,  qualification
and compliance.

                 16.  Effectiveness  of the Plan.  The Plan was  adopted by the
Board of Directors  on August 3, 1998.  The Plan shall be subject to approval on
or before  August 3, 1999,  which is within one (1) year of adoption of the Plan
by the Board of Directors,  by the affirmative vote of the holders of a majority
of the  outstanding  shares of capital  stock of the  Company  entitled  to vote
thereon.  In the event such  stockholder  approval is withheld or otherwise  not
received on or before the latter date, the Plan and, subject to the terms of the
Stock Option  Agreement,  all Options that may have been granted hereunder shall
become null and void.

                  17.    Termination, Modification and Amendment.
                         (a) The  Plan  (but  not  Options  or  SARs  previously
granted under the Plan) shall  terminate on August 3, 2008,  which is within ten
(10)  years  from the date of its  adoption  by the  Board of  Directors  of the
Company, or sooner as hereinafter provided, and no Option shall be granted after
termination of the Plan.
                         (b) The  Plan  may  from  time  to time be  terminated,
modified, or amended by the
affirmative  vote of a majority of the shares of Common Stock  present in person
or  represented  by  proxy  and  entitled  to vote on the Plan at a  meeting  of
stockholders.
                         (c) The  Board  of  Directors  may at any  time,  on or
before the termination  date referred to in Section 16(a) hereof,  terminate the
Plan, or from time to time make such  modifications or amendments to the Plan as
it may deem advisable; provided, however, that the Board of Directors shall not,
without  approval by the affirmative  vote of a majority of the shares of Common
Stock present in person or represented by proxy and entitled to vote on the Plan
at a meeting of stockholders,  increase (except as otherwise provided by Section
14 hereof) the maximum number of shares as to which  Incentive Stock Options may
be  granted  hereunder,  change the  designation  of the  employees  or class of
employees eligible to receive Incentive Stock Options,  or make any other change
which would  prevent any  Incentive  Stock  Option  granted  hereunder  which is
intended to be an  "incentive  stock  option" from  qualifying as such under the
then  existing  provisions  of  the  Code  or  any  law  amendatory  thereof  or
supplemental thereto.
                         (d) No termination,  modification,  or amendment of the
Plan may, without the consent of
the  individual or entity to whom any Option shall have been granted,  adversely
affect the rights conferred by such Option.

                  18. Not a Contract of  Employment.  Nothing  contained  in the
Plan or in any Stock Option Agreement  executed  pursuant hereto shall be deemed
to confer upon any  individual  or entity to whom an Option is or may be granted
hereunder  any right to remain in the  employ or  service  of the  Company  or a
subsidiary  corporation of the Company or any entitlement to any remuneration or
other benefit pursuant to any consulting or advisory arrangement.

                  19.  Use of  Proceeds.  The  proceeds  from the sale of shares
pursuant to Options granted under the Plan shall constitute general funds of the
Company.

                  20.  Indemnification  of Board of Directors or  Committee.  In
addition to such other rights of  indemnification  as they may have, the members
of the  Board of  Directors  or the  Committee,  as the  case  may be,  shall be
indemnified by the Company to the extent  permitted under applicable law against
all  costs and  expenses  reasonably  incurred  by them in  connection  with any
action,  suit,  or  proceeding  to  which  they or any of them may be a party by
reason of any action  taken or failure  to act under or in  connection  with the
Plan or any rights  granted  thereunder  and against all amounts paid by them in
settlement  thereof or paid by them in  satisfaction  of a judgment  of any such
action, suit or proceeding, except a judgment based upon a finding of bad faith.
Upon the  institution  of any such action,  suit, or  proceeding,  the member or
members of the Board of  Directors or the  Committee,  as the case may be, shall
notify the Company in writing, giving the Company an opportunity at its own cost
to defend the same before such member or members undertake to defend the same on
his or their own behalf.

                  21.  Definitions.  For purposes of the Plan, the terms "parent
corporation" and "subsidiary  corporation"  shall have the meanings set forth in
Sections  425(e) and 425(f) of the Code,  respectively,  and the masculine shall
include the feminine and the neuter as the context requires.

                 22.  Governing  Law.  The Plan shall be  governed  by, and all
questions  arising hereunder shall be determined in accordance with, the laws of
the State of Delaware.