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                                                                    EXHIBIT 10.5

                           INCENTIVE STOCK OPTION PLAN

1.     PURPOSE. The purpose of this Stock Option Plan ("Plan") is to secure for
S.T. Research Corporation ("Corporation") the benefits of the incentive inherent
in ownership of stock of the Corporation by key employees and directors. Such
key employees and directors will thus be encouraged to acquire a permanent
interest in the future growth and prosperity of the Corporation and to remain in
its service. The Plan will also permit the Corporation to compete with other
organizations offering similar plans in obtaining and retaining the services of
competent executives who the Corporation may wish to employ during the period of
the Plan.

2.     STOCK SUBJECT TO PLAN. The maximum number of shares which may be issued
under the Plan shall be 40,000 authorized but unissued shares of the common
stock of the Corporation which are hereby reserved for this purpose. Issued
shares, however, that may be reacquired by the Corporation, either specifically
for use under the Plan or otherwise, may be used for purposes of the Plan from
time to time in place of such reserved shares if the Board of Directors of the
Corporation so determines. In the event that stock options (as defined in
Paragraph 5 hereof) granted under the Plan terminate, in whole or in part
without having been exercised, the number of shares subject thereto may again
become available for issuance under the Plan. No stock option shall be granted
after December 31, 1995. Thereafter, the number of shares reserved for purposes
of the Plan from time to time shall be such number of shares as are issuable
under the then outstanding stock incentives.

3.     ELIGIBILITY AND PARTICIPATION. Incentive stock options shall be granted
under the Plan only to key employees, and directors, including officers of the
Corporation as defined in Section 425(f) of the Internal Revenue Code of 1954,
as amended ("Code"). Key employees shall be selected by the Executive
Compensation and Stock Option Committee referred to in Paragraph 4 hereof
("Committee"), which also will determine the number of incentive stock options
to be granted to each key employee. In making such selections and determining
the number of stock incentives to be issued to a key employee, the Committee may
consider the nature of the services rendered by the key employee or director,
the employee's or director's current and potential contribution to the
Corporation and such other factors as it may, in its discretion, deem relevant.

       Key employees or directors holding stock incentives are hereafter
referred to as "Participants."

       No option shall be granted to a key employee or director in any calendar
year (under the Plan or under any other plan of any Subsidiary qualifying under
Section 422A of the Code) if the aggregate fair market value (determined as of
the time the option is granted) of the shares of stock represented by the option
and any other options granted to such key employee in such calendar year exceeds
$50,000 plus any "unused limit carryover" to such year. An "unused limit
carryover" is one-half of the excess of $50,000 over the aggregated fair market
value (determined as of the time the option is granted) of the stock for which
an employee was granted options in any calendar year after 1987. This "unused
limit carryover" shall be carried over to each of the three succeeding calendar
years. The amount of the "unused limit carryover" from any calendar


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year which may be taken into account in any succeeding calendar year shall be
the amount of such carryover reduced by the amount of such carryover which was
used in prior calendar years. In any calendar year the amount of options granted
shall be treated as first using up to $50,000 limitation of such calendar year
and then shall be treated as using up "unused limit carryovers" to such year in
the order of the calendar years in which the carryovers arose.

4.     ADMINISTRATION. The Plan shall be administered by a Committee which shall
consist of not fewer than two (2) members of the Board of Directors of the
Corporation who shall be selected by the Board.

       Subject to any express provisions of the Plan to the contrary, the
Committee shall have authority, in its discretion, to determine the key
employees to be Participants; the number of stock options to be granted; and the
time when they shall be granted and when they shall be exercisable; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms of the Option Agreement ("Agreements") offered to any key
employee; to construe the respective Agreements and the Plan; and to make all
other determinations necessary and advisable for the administration of the Plan.
The determination of the Committee with respect to the matters referred to in
this paragraph shall be conclusive.

5.     STOCK OPTION. An "option" shall consist of a "stock option" as defined in
Section 422A of the Code to purchase a specified number of shares of common
stock of the Corporation. The exercise price of any option shall be equal to
100% of the fair market value of such shares on the date the option is granted.
Unless the Committee determines otherwise, an option shall be granted to a key
employee, officer, or director of the Corporation.


       Fair Market Value
       For the purpose of this Plan, "fair market value" as of any date shall
       be:

       A.     For as long as the Corporation is a private Corporation, the most
       recent appraised value as determined by an independent appraiser. Such
       appraisal is to be completed on a annual basis within 180 days of
       September 30 each year.

       B.            At such time that the Company's stock is publicly traded,
       the mean between the highest and lowest quoted selling prices determined
       by reference to the composite table reflecting transactions on the stock
       exchange or over the counter market on such date. If, however, there is
       no sale on the relevant date, then fair market value shall be determined
       on the last previous day on which a sale is reported.

6.     GRANTING OF STOCK OPTIONS AND TERMS OF ACQUISITION. Stock options shall
be deemed to have been granted under the Plan on the date on which the Committee
shall have selected a key employee and determined the number of stock option
shares to be granted to said employee. As soon as practicable thereafter, the
key employee shall be offered an Agreement and said key employee shall execute
the Agreement promptly thereafter. Nothing in the Plan or in any Agreement
entered into under it shall confer any right to continue in the employ of the
Corporation or of any subsidiary or interfere in any way with the right of the
Corporation or of


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any Subsidiary or interfere in any way with the right of the Corporation or of
any Subsidiary to terminate employment of any Participant at any time.

7.     DURATION OF STOCK INCENTIVES. Each stock incentive granted hereunder
shall expire five (5) years (or sooner, as the Committee may determine) from the
date it is granted. The expiration date of any stock incentive may be
accelerated as hereinafter provided in the event of termination of employment,
retirement, or death of the Participant.

8.     TRANSFERABILITY OF STOCK OPTIONS. A stock option may be exercised during
the lifetime of the Participant only by the Participant. A stock incentive
granted under the Plan shall be transferable by the Participant only at the time
of the Participant's death by will or the laws of descent and distribution.

9.     EXERCISE OF STOCK.

A.     General Requirements:

       No stock option shall be exercised within one year from the date it is
granted. In addition, no stock option shall be exercised unless the Participant
at the time of such exercise shall be, and at all times from the date of the
granting of the stock option to the date of such exercise shall have been, an
employee, officer or director of the Corporation or of any Subsidiary. Subject
to the terms of this Plan, and unless otherwise provided in an Agreement or
otherwise restricted by the Committee, a stock option granted under the Plan may
be exercised in whole at any time or in part from time to time. Further, an
option shall be treated as outstanding until such option is exercised in full or
expires by reason of lapse of time. An employee at time of option ( or at time
of grant) cannot own more than 10% voting stock.

B.     Exercise of Option:

       Shares may be pursuant to an option granted under the Plan to a
Participant only upon receipt by the Corporation of notice in writing of the
Participant's intention to purchase, specifying the number of shares as to which
the Participant desires to exercise the option and the date of purchase. Except
as provided in the next succeeding paragraph, the Participant shall pay the
Corporation by check the full purchase price of the shares purchased on the
specified date of purchase, and certificates, therefore, issued as of such
specified date of purchase, shall be promptly delivered to the Participant by
the Corporation. No Participant nor the legal representatives, legatees or
distributees of said Participant, as the case may be, will be, or will be deemed
to be, a holder of any shares acquired pursuant to the exercise of an option
until the purchase price shall have been paid in full. In the discretion of the
Committee, the purchase price may be paid by the Participant in whole or in part
with common stock of the Corporation on such terms and conditions as may be
approved by the Committee, but in any event the use of such common stock shall
be limited to one time for each option granted under the Plan.


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C.     Miscellaneous:

       To the extent necessary to comply with the securities laws of the United
States or any state, the Committee may, as a condition precedent to the exercise
of such stock incentive, require the Participant (or the legal representatives,
legatees or distributees, in the event of the Participant's death) to convenant
and agree as to the time and circumstances of disposition of the shares being
acquired by exercise of such stock option.

10.    TERMINATION OF EMPLOYMENT, RETIREMENT, OR DEATH.

       In the event a Participant's employment by the Corporation or by any
Subsidiary shall terminate for any reason other than total physical disability,
death, or retirement on or after normal retirement date, the Participant's Stock
Option and all rights to purchase or receive shares pursuant thereto, as the
case may be, shall forthwith terminate. (For purposes of this Plan, "normal
retirement date" means the January 1st closest to the employee's 65th birthday
or such other date as may be approved by the Committee.)

       However, no such termination shall occur if the Committee authorizes the
Participant to exercise such stock option at any time prior to the earlier of
(i) the date the stock option otherwise would expire, or (ii) the expiration of
not more than three (3) months after the date of such termination, but only to
the extent that the Participant was entitled to exercise the stock option at the
date of such termination.

              A.     Disabilitv or Retirement:
                     In the event a Participant's employment by the Corporation
              shall terminate because of total physical disability or retirement
              on or after normal retirement date, the Participant may exercise
              such stock option at any time prior to the earlier of (i) the
              expiration date of the stock incentive, or (ii) the expiration of
              three (3) months after the date of such termination, but only if,
              and to the extent that, the Participant was entitled to exercise
              the stock option at the date of such termination.

              B.     Death:
                     In the event of the death of a Participant, a stock option
              granted to the Participant may be exercised by the person or
              persons to whom the Participant's rights under the stock option
              pass by will or the laws of descent and distribution (including
              the Participant's estate during the period of administration) at
              any time within a period of six (6) months after death (or such
              later date not exceeding one (1) year to which the Committee may
              extend such period), but in no event later than the expiration
              date of the stock option, but only if; and to the extent that, the
              Participant was entitled to exercise the stock option at the date
              of death.


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              C.     Exercise of Stock Option:
                     To the extent that the stock option of any Participant
              whose employment is terminated shall not have been exercised
              within the periods above provided; such stock option, and all
              rights to purchase or receive shares pursuant thereto, as the case
              may be, shall forthwith terminate.

11.    ADJUSTMENTS.

       In the event of any stock dividend, split-up, combination or exchange of
shares, recapitalization, merger, consolidation, acquisition or disposition of
property or stock, separation, reorganization, liquidation or the like, the
aggregate number and class of shares available under the Plan and the number and
class of shares subject to each outstanding stock option and the option prices
may be proportionately adjusted, and other appropriate changes in the Plan stock
options outstanding may be made by the Committee, whose determination shall be
conclusive.

12.    CHANGE IN STOCK OPTION.

       The committee may, with the consent of the Participant, modify or change
the type of stock option granted or the terms of the Agreement(s) except as to
the option price or the initial value.

       13.    AMENDMENT OR TERMINATION OF PLAN.

              A.     General:
                     The Board of Directors of the Corporation may at any time
              terminate the Plan or make such changes in it, additions to it, or
              deletions from it as the Board of Directors deems advisable;
              provided, however, that without the prior approval of the
              shareholders of the Corporation, the Board of Directors shall not,
              except as provided in Paragraph 11 hereof; make changes in,
              additions to or deletions from the Plan which would increase the
              maximum number of shares as to which stock options may be granted
              under the Plan, or would reduce the option price at which options
              may be granted, or would extend the period during which stock
              incentives may be granted or exercised beyond the time originally
              prescribed. No termination or amendment of the Plan shall
              materially adversely affect the rights of a Participant without
              the Participant's consent.

              B.     Restrictions on Exercise:
                     Notwithstanding any other provision in the Plan, in the
              event of a change in any federal or state law or regulation which
              would make the exercise of all or part of an existing stock
              incentive unlawful or subject the Corporation to a penalty, the
              Committee may restrict such exercise without the consent of the
              Participant or other holder thereof in order to comply with such
              law or regulation or to avoid such penalty.


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14.    EFFECTIVE DATE OF PLAN AND EFFECT UPON PRIOR PLANS.

       The effective date of the Plan is January 01, 1991, subject to approval
of the shareholders of the Corporation within twelve months.

15.    COMMITTEE INDEMNITY.

       No member of the Committee (Paragraph 4) shall be personally liable for
any action taken or decision made in good faith relating to the Plan or any
option granted thereunder.

16.    OPTION AGREEMENT.

       The grant of an option shall be evidenced by a written "Incentive Stock
Option Agreement" executed by the corporation and the optionee, stating the
number of shares of common stock subject to the option evidenced thereby and
such other terms and conditions of the option as the Committee may from time to
time determine. Such Option Agreement(s) shall state that the options are
intended to be incentive stock options.

17.    MECHANICS OF EXERCISE OF OPTIONS.

       An option may be exercised from time to time by written notice by the
optionee to the Committee of his intent to exercise the option with respect to a
specified number of shares.

       The specified number of shares will be issued and transferred to the
optionee upon receipt by the Committee of (i) such notice, and (ii) cash payment
for such shares.

18.    NON-ASSIGNABILITY.

       During the life of the optionee, such option shall be exercisable only by
him or by his guardian or legal representative.

19.    WITHHOLDING TAXES.

       Whenever the Corporation proposes or is required to issue or transfer
shares of common stock pursuant to exercise of an option, the Corporation shall
have the right to require the optionee to remit to the Corporation an amount
sufficient to satisfy any federal, state, and local withholding tax requirements
prior to the delivery of any certificate for such shares.

20.    NO RIGHT TO EMPLOYMENT.

       Nothing in the Plan or in any agreement entered into pursuant to the Plan
shall confer upon any Participant the right to continue in the employ of the
Corporation or any Subsidiary or effect any right which the Corporation or any
Subsidiary may have to terminate the employment of such Participant.

21.    NO RIGHTS AS STOCKHOLDER.


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       Recipient of options shall have no rights as Stockholders of the
Corporation with respect thereto unless and until certificates for shares of
common stock are issued to them.