<TABLE>
<CAPTION>

                                             SEE REVERSE SIDE FOR STOCK OPTION AGREEMENT



GREENSPAN, STEPHEN B.
13935 Damon Lane
Saratoga, CA 95070
                                                          [GRAPHIC OMITTED]

                                                        SPECTRIAN CORPORATION

                                                    NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of Spectrian  Corporation  (the "Company") under the terms of the Spectrian
Corporation 1992 Stock Plan as follows:

         <S>                                    <C>                        <C>                               <C>
         Grant Number                           2608                       Type of Option                    ISO and NQ
         Date of Grant                          4/17/96                    Plan                              96GG
         Option Price Per Share                 $21.375                    Term/Expiration Date              4/14/2006
         Total Number of Shares Granted         80,000                     Vesting Commencement Date         4/17/96

Vesting Schedule: This Option shall be exercisable  cumulatively,  to the extent of 1/48th of the total Number of Shares Granted for
each full calendar month of your  Continuous  Status as an Employee or Consultant  since the Vesting  Commencement  Date;  provided,
however,  that this Option shall not be exercisable  prior to one year from the Vesting  Commencement  Date.  Termination  Period: 3
months after termination of employment or consulting relationship (but in no event later than the Expiration Date).

                                                                                             SPECTRIAN CORPORATION

                                                                                    By:      /s/ Garrett Garettson
                                                                                       -------------------------------
                                                                                    Title:            CEO
                                                                                          ----------------------------

This Notice of Grant does not  represent a stock  interest in the  Company,  which shall occur only upon the  exercise of this stock
option pursuant to its terms.

</TABLE>

<PAGE>


                              SPECTRIAN CORPORATION
                             STOCK OPTION AGREEMENT

      1. Grant of Option.  The Plan  Administrator of Spectrian  Corporation,  a
California  corporation (the "Company"),  hereby grants to the Optionee named in
the Notice of Grant (the  "Optionee"),  an option (the  "Option")  to purchase a
total number of shares of Common Stock (the "Shares") 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,  definitions  and  provisions  of the
Spectrian Corporation 1992 Stock Plan (the "Plan") adopted by the Company, which
is incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Option.

           If designated an Incentive  Stock Option,  this Option is intended to
qualify as an Incentive Option as defined in Section 422A of the Code.

      2. Exercise of Option. This Option shall be exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and with the
provisions of Section 9 of the Plan as follows:

          (i)     Right to Exercise.

                  (a) This  Option  may not be  exercised  for a  fraction  of a
share.

                  (b) In the  event of  Optionee's  death,  disability  or other
termination  of  employment,  the  exercisability  of the Option is  governed by
Sections 7, 8 and 9 below,  subject to the  limitation  contained in  subsection
2(i)(c).
                  (c) In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in the Notice of Grant.

         (ii) Method of Exercise.  This Option shall be  exercisable  by written
notice (in the form  available  from the Company) which shall state the election
to exercise  the Option,  the number of Shares in respect of which the Option is
being  exercised,  and  such  other  representations  and  agreements  as to the
holder's investment intent with respect to such shares of Common Stock as may be
required by the Company  pursuant to the  provisions  of the Plan.  Such written
notice  shall be signed by the  Optionee  and shall be delivered in person or by
certified  mail to the  Secretary  of the Company.  The written  notice shall be
accompanied by payment of the exercise price.  This Option shall be deemed to be
exercised upon receipt by the Company of such written notice  accompanied by the
Exercise Price.

                  No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered  transferred  to the  Optionee  on the date on which  the  Option  is
exercised with respect to such Shares.

      3.  Optionee's  Representations.  In  the  event  the  Shares  purchasable
pursuant  to the  exercise of this  Option  have not been  registered  under the
Securities  Act of 1933,  as  amended,  at the time this  Option  is  exercised,
Optionee  shall, if required by the Company,  concurrently  with the exercise of
all or any  portion  of this  Option,  deliver  to the  Company  his  Investment
Representation Statement in the form provided by the Company, and shall read the
applicable rules of the Commissioner of Corporations attached to such Investment
Representation Statement.


<PAGE>

      4. Method of Payment. Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

          (i)     cash; or

         (ii)     check; or

        (iii) surrender of other shares of Common Stock of the Company which (A)
either have been owned by the  Optionee for more than six (6) months on the date
of surrender or were not acquired,  directly or indirectly, from the Company and
(B) have a fair  market  value on the date of  surrender  equal to the  Exercise
Price of the Shares as to which the Option is being exercised.

      5.  Restrictions on Exercise.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance  of such  Shares  upon  such  exercise  or the  method  of  payment  of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state securities or other law or regulation, including any rule under
Part  207 of Title 12 of the Code of  Federal  Regulations  ("Regulation  G") as
promulgated by the Federal Reserve Board. As a condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

      6. Section 16 Restrictions.  Options granted to persons who are subject to
Section 16 of the Exchange Act ("Insiders") may not be exercised for a period of
at least  six  months  from the date of  grant,  except  in the case of death or
disability.

      7. Termination of Relationship.  In the event Optionee's Continuous Status
as an Employee or consultant  terminates,  Optionee may, to the extent otherwise
so entitled at the date of such termination (the "Termination  Date"),  exercise
this Option during the Termination Period set out in the Notice of Grant. To the
extent that  Optionee  was not  entitled to exercise  this Option at the date of
such  termination,  or if the Optionee  does not exercise this Option within the
time specified herein, the Option shall terminate.

      8.  Disability of Optionee.  Notwithstanding  the  provisions of Section 7
above, in the event  Optionee's  Continuous  Status as an Employee or Consultant
terminates as a result of total and permanent  disability (as defined in Section
22(e)(3) of the Code), Optionee may, but only within twelve (12) months from the
date of termination of employment or consultancy (but in no event later than the
date of expiration of the term of this Option as set forth in Section 11 below),
exercise  the Option to the extent  otherwise  so  entitled  at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of termination, or if Optionee does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the Option shall
terminate.

      9.  Death of  Optionee.  The Option may be  exercised  at any time  within
twelve (12) months  after the  Optionee's  death (but in no event later than the
date of expiration of the term of this Option as set forth in Section 11 below),
by  Optionee's  estate or by a person who  acquired  the right to  exercise  the
Option by bequest or  inheritance,  but only to the  extent the  Optionee  could
exercise the Option at the date of death.

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


<PAGE>

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

      12. Tax Consequences. Set forth below is a brief summary as of the date of
this Option of some of the federal tax  consequences  of exercise of this Option
and disposition of the Shares. THIS SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE
TAX LAWS AND  REGULATIONS  ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

          (i) Exercise of ISO. If this Option qualifies as an ISO, there will be
no regular  federal  income  tax  liability  upon the  exercise  of the  Option,
although the excess,  if any, of the fair market value of the Shares on the date
of exercise  over the  Exercise  Price will be treated as an  adjustment  to the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax.

         (ii) Exercise of  Nonqualified  Stock  Option.  If this Option does not
qualify as an ISO, there may be a regular  federal income tax liability upon the
exercise  of the  Option.  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 Shares on the date of exercise  over the
Exercise  Price.  If Optionee is an  employee,  the Company  will be required to
withhold from  Optionee's  compensation  or collect from Optionee and pay to the
applicable  taxing   authorities  an  amount  equal  to  a  percentage  of  this
compensation income at the time of exercise.

        (iii)  Disposition of Shares.  In the case of an NSO, if Shares are held
for at least one year,  any gain realized on  disposition  of the Shares will be
treated as long-term  capital gain for federal income tax purposes.  In the case
of an ISO,  if Shares  transferred  pursuant to the Option are held for at least
one year after exercise and are disposed of at least two years after the Date of
Grant,  any gain realized on  disposition  of the Shares will also be treated as
long-term  capital gain for federal  income tax  purposes.  If Shares  purchased
under an ISO are  disposed  of within such  one-year  period or within two years
after the Date of Grant,  any gain realized on such  disposition will be treated
as  compensation  income (taxable at ordinary income rates) to the extent of the
excess,  if any, of the fair market  value of the Shares on the date of exercise
over the Exercise Price.

         (iv) Notice of Disqualifying  Disposition of ISO Shares.  If the Option
granted  to  Optionee  herein  is an ISO,  and if  Optionee  sells or  otherwise
disposes  of any of the  Shares  acquired  pursuant  to the ISO on or before the
later of (1) the date two years  after  the Date of  Grant,  or (2) the date one
year after transfer of such Shares to the Optionee upon exercise of the ISO, the
Optionee shall  immediately  notify the Company in writing of such  disposition.
Optionee  agrees that Optionee may be subject to income tax  withholding  by the
Company on the  compensation  income  recognized  by the Optionee from the early
disposition  by  payment  in cash  or out of the  current  earnings  paid to the
Optionee.

      OPTIONEE  ACKNOWLEDGES  AND AGREES THAT THE VESTING OF SHARES  PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING  CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY  (NOT  THROUGH THE ACT OF BEING  HIRED,  BEING  GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT  NOTHING  IN THIS  OPTION,  NOR IN THE  COMPANY'S  1992 STOCK PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY


<PAGE>

RIGHT WITH RESPECT TO  CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY,
NOR  SHALL IT  INTERFERE  IN ANY WAY WITH HIS  RIGHT OR THE  COMPANY'S  RIGHT TO
TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

      Optionee   acknowledges  receipt  of  a  copy  of  the  Plan  and  certain
information,  related  thereto and represents that he is familiar with the terms
and  provisions  thereof,  and hereby  accepts this Option subject to all of the
terms and provisions of the Plan. Optionee has reviewed the Plan and this Option
in their entirety,  has had an opportunity to obtain the advice of counsel prior
to executing this Option and fully  understands all provisions  relating to this
Option.  Optionee  hereby agrees to accept as binding,  conclusive and final all
decisions or  interpretations  of the Board upon any questions arising under the
Plan or this Option.

                                                 /s/ Stephen B. Greenspan
Dated: April 17, 1997                            _______________________________
                                                 Optionee Signature


Dissolution, Merger or Assets Sale.

         Notwithstanding  the  foregoing  Vesting  Schedule,  in the  event of a
Change of Control of the Company,  the Optionee shall have the right to exercise
this Option as to all of the Shares,  including  Shares as to which it would not
otherwise be  exercisable.  "Change of Control" shall mean the occurrence of any
of the following events:

                   (i)  Any  "person"  or  "group"  (as  such  term  is  used in
Sections 13(d) and 14(d) of the Securities  Exchange Act of 1934, as amended) is
or becomes the  "beneficial  owner" (as defined in  Rule 13d-3  under said Act),
directly or indirectly, of securities of the Company representing 50% or more of
the total voting power  represented  by the Company's  then  outstanding  voting
securities; or

                   (ii) A change in the  composition of the Board of the Company
occurring within a two-year  period,  as a result of which fewer than a majority
of the directors  are  Incumbent  Directors.  "Incumbent  Directors"  shall mean
directors who either (A) are  directors of the Company as of the date hereof, or
(B) are elected, or nominated for election, to the Board of the Company with the
affirmative votes of at least a majority of the Incumbent  Directors at the time
of such  election  or  nomination  (but shall not  include an  individual  whose
election or  nomination  is in  connection  with an actual or  threatened  proxy
contest relating to the election of directors to the Company); or

                   (iii) The  shareholders  of the  Company  approve a merger or
consolidation of the Company with any other corporation,  other than a merger or
consolidation  which  would  result  in the  voting  securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  more than  fifty  percent  (50%) of the total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation,  or the shareholders
of the  Company  approve a plan of  complete  liquidation  of the  Company or an
agreement for the sale or disposition by the Company of all or substantially all
the Company's assets (other than to a subsidiary or subsidiaries).
<PAGE>
<TABLE>
<CAPTION>

                                             SEE REVERSE SIDE FOR STOCK OPTION AGREEMENT



GREENSPAN, STEPHEN B.
13935 Damon Lane
Saratoga, CA 95070
                                                          [GRAPHIC OMITTED]

                                                        SPECTRIAN CORPORATION

                                                    NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of Spectrian  Corporation  (the "Company") under the terms of the Spectrian
Corporation 1992 Stock Plan as follows:

         <S>                                    <C>                        <C>                               <C>
         Grant Number                           2774                       Type of Option                    NQ
         Date of Grant                          8/7/96                     Plan                              96GG
         Option Price Per Share                 $14.500                    Term/Expiration Date              8/7/2006
         Total Number of Shares Granted         20,000                     Vesting Commencement Date         8/7/96

Vesting Schedule: This Option shall be exercisable  cumulatively,  to the extent of 1/48th of the total Number of Shares Granted for
each full calendar month of your  Continuous  Status as an Employee or Consultant  since the Vesting  Commencement  Date;  provided,
however,  that this Option shall not be exercisable  prior to one year from the Vesting  Commencement  Date.  Termination  Period: 3
months after termination of employment or consulting relationship (but in no event later than the Expiration Date).

                                                                                             SPECTRIAN CORPORATION

                                                                                    By:      /s/ Garrett Garettson
                                                                                       -------------------------------
                                                                                    Title:            CEO
                                                                                          ----------------------------

This Notice of Grant does not  represent a stock  interest in the  Company,  which shall occur only upon the  exercise of this stock
option pursuant to its terms.

</TABLE>

<PAGE>


                              SPECTRIAN CORPORATION
                             STOCK OPTION AGREEMENT

      1. Grant of Option.  The Plan  Administrator of Spectrian  Corporation,  a
California  corporation (the "Company"),  hereby grants to the Optionee named in
the Notice of Grant (the  "Optionee"),  an option (the  "Option")  to purchase a
total number of shares of Common Stock (the "Shares") 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,  definitions  and  provisions  of the
Spectrian Corporation 1992 Stock Plan (the "Plan") adopted by the Company, which
is incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Option.

           If designated an Incentive  Stock Option,  this Option is intended to
qualify as an Incentive Option as defined in Section 422A of the Code.

      2. Exercise of Option. This Option shall be exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and with the
provisions of Section 9 of the Plan as follows:

          (i)     Right to Exercise.

                  (a) This  Option  may not be  exercised  for a  fraction  of a
share.

                  (b) In the  event of  Optionee's  death,  disability  or other
termination  of  employment,  the  exercisability  of the Option is  governed by
Sections 7, 8 and 9 below,  subject to the  limitation  contained in  subsection
2(i)(c).
                  (c) In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in the Notice of Grant.

         (ii) Method of Exercise.  This Option shall be  exercisable  by written
notice (in the form  available  from the Company) which shall state the election
to exercise  the Option,  the number of Shares in respect of which the Option is
being  exercised,  and  such  other  representations  and  agreements  as to the
holder's investment intent with respect to such shares of Common Stock as may be
required by the Company  pursuant to the  provisions  of the Plan.  Such written
notice  shall be signed by the  Optionee  and shall be delivered in person or by
certified  mail to the  Secretary  of the Company.  The written  notice shall be
accompanied by payment of the exercise price.  This Option shall be deemed to be
exercised upon receipt by the Company of such written notice  accompanied by the
Exercise Price.

                  No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered  transferred  to the  Optionee  on the date on which  the  Option  is
exercised with respect to such Shares.

      3.  Optionee's  Representations.  In  the  event  the  Shares  purchasable
pursuant  to the  exercise of this  Option  have not been  registered  under the
Securities  Act of 1933,  as  amended,  at the time this  Option  is  exercised,
Optionee  shall, if required by the Company,  concurrently  with the exercise of
all or any  portion  of this  Option,  deliver  to the  Company  his  Investment
Representation Statement in the form provided by the Company, and shall read the
applicable rules of the Commissioner of Corporations attached to such Investment
Representation Statement.


<PAGE>

      4. Method of Payment. Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

          (i)     cash; or

         (ii)     check; or

        (iii) surrender of other shares of Common Stock of the Company which (A)
either have been owned by the  Optionee for more than six (6) months on the date
of surrender or were not acquired,  directly or indirectly, from the Company and
(B) have a fair  market  value on the date of  surrender  equal to the  Exercise
Price of the Shares as to which the Option is being exercised.

      5.  Restrictions on Exercise.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance  of such  Shares  upon  such  exercise  or the  method  of  payment  of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state securities or other law or regulation, including any rule under
Part  207 of Title 12 of the Code of  Federal  Regulations  ("Regulation  G") as
promulgated by the Federal Reserve Board. As a condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

      6. Section 16 Restrictions.  Options granted to persons who are subject to
Section 16 of the Exchange Act ("Insiders") may not be exercised for a period of
at least  six  months  from the date of  grant,  except  in the case of death or
disability.

      7. Termination of Relationship.  In the event Optionee's Continuous Status
as an Employee or consultant  terminates,  Optionee may, to the extent otherwise
so entitled at the date of such termination (the "Termination  Date"),  exercise
this Option during the Termination Period set out in the Notice of Grant. To the
extent that  Optionee  was not  entitled to exercise  this Option at the date of
such  termination,  or if the Optionee  does not exercise this Option within the
time specified herein, the Option shall terminate.

      8.  Disability of Optionee.  Notwithstanding  the  provisions of Section 7
above, in the event  Optionee's  Continuous  Status as an Employee or Consultant
terminates as a result of total and permanent  disability (as defined in Section
22(e)(3) of the Code), Optionee may, but only within twelve (12) months from the
date of termination of employment or consultancy (but in no event later than the
date of expiration of the term of this Option as set forth in Section 11 below),
exercise  the Option to the extent  otherwise  so  entitled  at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of termination, or if Optionee does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the Option shall
terminate.

      9.  Death of  Optionee.  The Option may be  exercised  at any time  within
twelve (12) months  after the  Optionee's  death (but in no event later than the
date of expiration of the term of this Option as set forth in Section 11 below),
by  Optionee's  estate or by a person who  acquired  the right to  exercise  the
Option by bequest or  inheritance,  but only to the  extent the  Optionee  could
exercise the Option at the date of death.

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


<PAGE>

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

      12. Tax Consequences. Set forth below is a brief summary as of the date of
this Option of some of the federal tax  consequences  of exercise of this Option
and disposition of the Shares. THIS SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE
TAX LAWS AND  REGULATIONS  ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

          (i) Exercise of ISO. If this Option qualifies as an ISO, there will be
no regular  federal  income  tax  liability  upon the  exercise  of the  Option,
although the excess,  if any, of the fair market value of the Shares on the date
of exercise  over the  Exercise  Price will be treated as an  adjustment  to the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax.

         (ii) Exercise of  Nonqualified  Stock  Option.  If this Option does not
qualify as an ISO, there may be a regular  federal income tax liability upon the
exercise  of the  Option.  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 Shares on the date of exercise  over the
Exercise  Price.  If Optionee is an  employee,  the Company  will be required to
withhold from  Optionee's  compensation  or collect from Optionee and pay to the
applicable  taxing   authorities  an  amount  equal  to  a  percentage  of  this
compensation income at the time of exercise.

        (iii)  Disposition of Shares.  In the case of an NSO, if Shares are held
for at least one year,  any gain realized on  disposition  of the Shares will be
treated as long-term  capital gain for federal income tax purposes.  In the case
of an ISO,  if Shares  transferred  pursuant to the Option are held for at least
one year after exercise and are disposed of at least two years after the Date of
Grant,  any gain realized on  disposition  of the Shares will also be treated as
long-term  capital gain for federal  income tax  purposes.  If Shares  purchased
under an ISO are  disposed  of within such  one-year  period or within two years
after the Date of Grant,  any gain realized on such  disposition will be treated
as  compensation  income (taxable at ordinary income rates) to the extent of the
excess,  if any, of the fair market  value of the Shares on the date of exercise
over the Exercise Price.

         (iv) Notice of Disqualifying  Disposition of ISO Shares.  If the Option
granted  to  Optionee  herein  is an ISO,  and if  Optionee  sells or  otherwise
disposes  of any of the  Shares  acquired  pursuant  to the ISO on or before the
later of (1) the date two years  after  the Date of  Grant,  or (2) the date one
year after transfer of such Shares to the Optionee upon exercise of the ISO, the
Optionee shall  immediately  notify the Company in writing of such  disposition.
Optionee  agrees that Optionee may be subject to income tax  withholding  by the
Company on the  compensation  income  recognized  by the Optionee from the early
disposition  by  payment  in cash  or out of the  current  earnings  paid to the
Optionee.

      OPTIONEE  ACKNOWLEDGES  AND AGREES THAT THE VESTING OF SHARES  PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING  CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY  (NOT  THROUGH THE ACT OF BEING  HIRED,  BEING  GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT  NOTHING  IN THIS  OPTION,  NOR IN THE  COMPANY'S  1992 STOCK PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY


<PAGE>

RIGHT WITH RESPECT TO  CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY,
NOR  SHALL IT  INTERFERE  IN ANY WAY WITH HIS  RIGHT OR THE  COMPANY'S  RIGHT TO
TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

      Optionee   acknowledges  receipt  of  a  copy  of  the  Plan  and  certain
information,  related  thereto and represents that he is familiar with the terms
and  provisions  thereof,  and hereby  accepts this Option subject to all of the
terms and provisions of the Plan. Optionee has reviewed the Plan and this Option
in their entirety,  has had an opportunity to obtain the advice of counsel prior
to executing this Option and fully  understands all provisions  relating to this
Option.  Optionee  hereby agrees to accept as binding,  conclusive and final all
decisions or  interpretations  of the Board upon any questions arising under the
Plan or this Option.

                                                 /s/ Stephen B. Greenspan
Dated: August 7, 1996                            _______________________________
                                                 Optionee Signature


Dissolution, Merger or Assets Sale.

         Notwithstanding  the  foregoing  Vesting  Schedule,  in the  event of a
Change of Control of the Company,  the Optionee shall have the right to exercise
this Option as to all of the Shares,  including  Shares as to which it would not
otherwise be  exercisable.  "Change of Control" shall mean the occurrence of any
of the following events:

                   (i)  Any  "person"  or  "group"  (as  such  term  is  used in
Sections 13(d) and 14(d) of the Securities  Exchange Act of 1934, as amended) is
or becomes the  "beneficial  owner" (as defined in  Rule 13d-3  under said Act),
directly or indirectly, of securities of the Company representing 50% or more of
the total voting power  represented  by the Company's  then  outstanding  voting
securities; or

                   (ii) A change in the  composition of the Board of the Company
occurring within a two-year  period,  as a result of which fewer than a majority
of the directors  are  Incumbent  Directors.  "Incumbent  Directors"  shall mean
directors who either (A) are  directors of the Company as of the date hereof, or
(B) are elected, or nominated for election, to the Board of the Company with the
affirmative votes of at least a majority of the Incumbent  Directors at the time
of such  election  or  nomination  (but shall not  include an  individual  whose
election or  nomination  is in  connection  with an actual or  threatened  proxy
contest relating to the election of directors to the Company); or

                   (iii) The  shareholders  of the  Company  approve a merger or
consolidation of the Company with any other corporation,  other than a merger or
consolidation  which  would  result  in the  voting  securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  more than  fifty  percent  (50%) of the total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation,  or the shareholders
of the  Company  approve a plan of  complete  liquidation  of the  Company or an
agreement for the sale or disposition by the Company of all or substantially all
the Company's assets (other than to a subsidiary or subsidiaries).