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                                                                     Exhibit 4.1
                                     ISOCOR

                             1992 STOCK OPTION PLAN
                            AS AMENDED OCTOBER, 1996

         1.      Purposes of the Plan.  The purposes of this Stock Option Plan
are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees and
Consultants of the Company and its Subsidiaries and to promote the success of
the Company's business.  Options granted under the Plan may be incentive stock
options (as defined under Section 422 of the Code) or non-statutory stock
options, as determined by the Administrator at the time of grant of an option
and subject to the applicable provisions of Section 422 of the Code, as
amended, and the regulations promulgated thereunder.

         2.      Definitions. As used herein, the following definitions shall
apply:

                 (a)      "Administrator" means the Board or any of its
Committees appointed pursuant to paragraph (a) of Section 4 of the Plan.

                 (b)      "Board" means the Board of Directors of the Company.

                 (c)      "Code" means the Internal Revenue Code of 1986, as
amended.

                 (d)      "Committee"  means the Committee appointed by the
Board of Directors in accordance with paragraph (a) of Section 4 of the Plan.

                 (e)      "Common Stock" means the Common Stock of the Company.

                 (f)      "Company" means ISOCOR, a California corporation.

                 (g)      "Consultant" means any person, including an advisor,
who is engaged by the Company or any Parent or Subsidiary to render consulting
services and is compensated for such services, and any director of the Company
whether compensated for such services or not, provided that if and in the event
the Company registers any class of any equity security pursuant to the Exchange
Act, the term Consultant shall thereafter not include directors who are not
compensated for their services or are paid only a director's fee by the
Company.

                 (h)      "Continuous Status as an Employee" means the absence
of any interruption or termination of the employment relationship by the
Company or any Subsidiary.  Continuous Status as an Employee shall not be
considered interrupted in the case of:  (i) sick leave; (ii) military leave;
(iii)  any other leave of absence approved by the Board, provided that such
leave is for a period of not more than ninety (90) days, unless reemployment
upon the expiration of such leave is guaranteed by contract or statute, or
unless provided otherwise pursuant to Company policy adopted from time to time;
or (iv)  in the case of transfers between locations of the Company or between
the Company, its Subsidiaries or its successor.

                 (i)      "Employee" means any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.





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                 (j)      "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                 (k)      "Fair Market Value" means, as of any date, the value
of Common Stock determined as follows:

                           (i)    If the Common Stock is listed on any
established stock exchange or a national market system including without
limitation the National Market of the National Association of Securities
Dealers, Inc. Automated Quotation ("Nasdaq") System, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no
sales were reported, as quoted on such system or exchange, or the exchange with
the greatest volume of trading in Common Stock) for the last market trading day
prior to the time of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

                          (ii)    If the Common Stock is quoted on the Nasdaq
System (but not on the National Market thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for
the Common Stock for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or

                          (iii)   In the absence of an established market for
the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Administrator.

                 (l)      "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

                 (m)      "Named Executive" means (any individual who, on the
last day of the Company's fiscal year, is the chief executive officer of the
Company (or is acting in such capacity) or among the four highest compensated
officers of the Company (other than the chief executive officer).  Such officer
status shall be determined pursuant to the executive compensation disclosure
rules under the Exchange Act.

                 (n)      "Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.

                 (o)      "Option" means a stock option granted pursuant to the
Plan.

                 (p)      "Optioned Stock" means the Common Stock subject to an
Option.

                 (q)      "Optionee" means an Employee or Consultant who
receives an Option.

                 (r)      "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                 (s)      "Plan" means this 1992 Stock Option Plan.

                 (t)      "Share" means a share of the Common Stock, as
adjusted in accordance with Section 13 of the Plan.

                 (u)      "Subsidiary" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.





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         3.      Stock Subject to the Plan.  Subject to the provisions of
Section 13 of the Plan, the maximum aggregate number of shares that may be
optioned and sold under the Plan is 2,300,000 shares of Common Stock.  The
shares may be authorized, but unissued, or reacquired Common Stock.

                 If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares that were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.

         4.      Administration of the Plan.

                 (a)      Composition of Administrator.

                          (i)     Multiple Administrative Bodies.  If permitted
by Rule 16b-3, and by the legal requirements relating to the administration of
incentive stock option plans, if any, of applicable securities laws and the
Code (collectively, the "Applicable Laws"), the Plan may (but need not) be
administered by different administrative bodies with respect to directors,
officers who are not directors and Employees who are neither directors nor
officers.

                          (ii)    Administration with respect to Directors and
Officers.  With respect to grants of Options to Employees or Consultants who
are also officers or directors of the Company, the Plan shall be administered
by (A) the Board, if the Board may administer the Plan in compliance with Rule
16b-3 as it applies to a plan intended to qualify thereunder as a discretionary
plan and Section 162(m) of the Code as it applies so as to qualify grants of
Options to Named Executives as performance-based compensation, or (B) a
Committee designated by the Board to administer the Plan, which Committee shall
be constituted in such a manner as to permit the Plan to comply with Rule 16b-3
as it applies to a plan intended to qualify thereunder as a discretionary plan,
to qualify grants of Options to Named Executives as performance-based
compensation under Section 162(m) of the Code and otherwise so as to satisfy
the Applicable Laws.

                          (iii)   Administration with respect to Other Persons.
With respect to grants of Options to Employees or Consultants who are neither
directors nor officers of the Company, the Plan shall be administered by (A)
the Board or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws.

                          (iv)    General.  If a Committee has been appointed
pursuant to subsection (ii) or (iii) of this Section 4(a), such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.  From time to time the Board may increase the size of any Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies (however caused)
and remove all members of a Committee and thereafter directly administer the
Plan, all to the extent permitted by the Applicable Laws and, in the case of a
Committee appointed under subsection (ii), to the extent permitted by Rule
16b-3 as it applies to a plan intended to qualify thereunder as a discretionary
plan, and to the extent required under Section 162(m) of the Code to qualify
grants of Options to Named Executives as performance-based compensation.

                 (b)      Powers of the Administrator.  Subject to the
provisions of the Plan and in the case of a Committee, the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:

                          (i)    to determine the Fair Market Value of the
Common Stock, in accordance with Section 2(k) of the Plan;





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                          (ii)   to select the Consultants and Employees to
                 whom Options may from time to time be granted hereunder;

                          (iii)  to determine whether and to what extent
                 Options are granted hereunder;

                          (iv)   to determine the number of shares of Common
                 Stock to be covered by each such award granted hereunder;

                          (v)    to approve forms of agreement for use under
                 the Plan;

                          (vi)   to determine the terms and conditions, not
                 inconsistent with the terms of the Plan, of any award granted
                 hereunder (including, but not limited to, the share price and
                 any restriction or limitation);

                          (vii)   to determine whether and under what
                 circumstances an Option may be settled in cash under Section
                 10(f) instead of Common Stock;

                          (viii)  to reduce the exercise price of any Option to
                 the then current Fair Market Value if the Fair Market Value of
                 the Common Stock covered by such Option shall have declined
                 since the date the Option was granted.

                (c)       Effect of Administrator's Decision.  All decisions,
         determinations and interpretations of the Administrator shall be final
         and binding on all Optionees and any other holders of any Options.

         5.      Eligibility.

                 (a)      Nonstatutory Stock Options may be granted to
Employees and Consultants.  Incentive Stock Options may be granted only to
Employees.  An Employee or Consultant who has been granted an Option may, if he
or she is otherwise eligible, be granted an additional Option or Options.

                 (b)      Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options.

                 (c)      For purposes of Section 5(b), Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

                 (d)      The Plan shall not confer upon any Optionee any right
with respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with an Optionee's right or the
Company's right to terminate his or her employment or consulting relationship
at any time, with or without cause.

         6.      Term of Plan.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the shareholders of the Company as described in Section 19 of





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the Plan.  It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 15 of the Plan.

         7.      Term of Option.   The term of each Option shall be the term
stated in the Option Agreement; provided, however, that the term shall be no
more than ten (10) years from the date of grant thereof or such shorter term as
may be provided in the Option Agreement.  However, in the case of an Option
granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant thereof or such shorter term as may be
provided in the Option Agreement.

         8.      Limitation on Grants to Employees.  Subject to adjustment as
provided in Section 13 of this Plan, the maximum number of shares which may be
subject to Options granted to any one employee under this Plan for any fiscal
year of the Company shall be 750,000.

         9.      Option Exercise Price and Consideration.

                 (a)      Exercise Price.  The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be such price as is
determined by the Board, but shall be subject to the following:

                          (i)     In the case of an Incentive Stock Option

                                  (A)      granted to an Employee who, at the
time of the grant of such Incentive Stock Option,  owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of grant.

                                  (B)      granted to any other Employee, the
per Share exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.

                          (ii)    In the case of a Nonstatutory Stock Option

                                  (A)      granted to a person who, at the time
of the grant of such Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of the grant.

                                  (B)      granted to a person, who, at the
time of grant of such Option is a Named Executive of the Company, the per share
exercise price shall be no less than 100% of the Fair Market Value on the date
of grant.

                                  (C)      granted to any person other than
those persons described in subsections (ii) (A) and (B) above, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.

                 (b)      Permissible Consideration.  The consideration to be
paid for the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Administrator (and, in the case
of an Incentive Stock Option,  shall be determined at the time of grant) and
may consist entirely of (1) cash, (2) check,  (3) promissory note, (4) other
Shares that (x)  in the case of Shares acquired upon exercise of an Option,
have been owned by the Optionee for more than six





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months on the date of surrender, and (y) have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
such Option shall be exercised,  (5) authorization from the Company to retain
from the total number of Shares as to which the Option is exercised that number
of Shares having a Fair Market Value on the date of exercise equal to the
exercise price for the total number of Shares as to which the Option is
exercised,  (6) delivery of a properly executed exercise notice together with
such other documentation as the Administrator 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,  (7) delivery
of a subscription agreement for the Shares that irrevocably obligates the
option holder to take and pay for the Shares not more than twelve months after
the date of delivery of the subscription agreement,  (8)  any combination of
the foregoing methods of payment, or (9)  such other consideration and method
of payment for the issuance of Shares to the extent permitted under Applicable
Laws.  In making its determination as to the type of consideration to accept,
the Board shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company.

         10.     Exercise of Option.

                 (a)      Procedure for Exercise; Rights as a Shareholder.  Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board, including performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan.

                 An Option may not be exercised for a fraction of a Share.

                 An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option and the Company has
received full payment for the Shares with respect to which the Option is
exercised.  Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 9(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option.  The Company shall issue (or
cause to be issued) such stock certificate promptly upon exercise of the
Option.  No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as
provided in Section 13 of the Plan.

                 Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

                 (b)      Termination of Employment.  In the event of
termination of an Optionee's consulting relationship or Continuous Status as an
Employee with the Company, such Optionee may, but only within three (3) months
(or such other period of time as is determined by the Board, with such
determination in the case of an Incentive Stock Option being made at the time
of grant of the Option and not exceeding three (3) months) after the date of
such termination (but in no event later than the expiration date of the term of
such Option as set forth in the Option Agreement), exercise his or her Option
to the extent that Optionee was entitled to exercise it at the date of such
termination.  To the extent that Optionee was not entitled to ,exercise the
Option at the date of such termination, or if Optionee does not exercise such
Option to the extent so entitled within the time specified herein, the Option
shall terminate.





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                 (c)      Disability of Optionee.  Notwithstanding the
provisions of Section 10(b) above, in the event of termination of an Optionee's
consulting relationship or Continuous Status as an Employee as a result of his
or her total and permanent disability (within the meaning of Section 22(e)(3)
of the Code), Optionee may, but only within twelve (12) months from the date of
such termination (but in no event later than the expiration date of the term of
such Option as set forth in the Option Agreement), exercise the Option to the
extent otherwise entitled to exercise it 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 so
entitled within the time specified herein, the Option shall terminate.

                 (d)      Death of Optionee.  In the event of the death of an
Optionee, the Option may be exercised, at any time within twelve (12) months
following the date of death (but in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), by the
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 was entitled to
exercise the Option at the date of death.  To the extent that the Optionee was
not entitled to exercise the Option at the date of termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

                 (e)      Rule 16b-3.  Options granted to persons subject to
Section 16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain
such additional conditions or restrictions as may be required thereunder to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.

                 (f)      Buyout Provisions.  The Administrator may at any time
offer to buy out for a payment in cash or Shares, an Option previously granted,
based on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

         11.     Non-Transferability of Options.  The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.

         12.     Stock Withholding to Satisfy Withholding Tax Obligation.  At
the discretion of the Administrator.  Optionees may satisfy withholding
obligations as provided in this paragraph.  When an Optionee incurs tax
liability in connection with an Option, which tax liability is subject to tax
withholding under applicable tax laws, and the Optionee is obligated to pay the
Company an amount required to be withheld under applicable tax laws, the
Optionee may satisfy the withholding tax obligation by electing to have the
Company withhold from the Shares to be issued upon exercise of the Option that
number of Shares having a Fair Market Value equal to the amount required to be
withheld.   The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be
determined (the "Tax Date").

         All elections by an Optionee to have Shares withheld for this purpose
shall be made in writing in a form acceptable to the Administrator and shall be
subject to the following restrictions:

                 (a)      the election must be made on or prior to the
applicable Tax Date;

                 (b)      once made, the election shall be irrevocable as to
the particular Shares of the Option as to which the election is made;

                 (c)      all elections shall be subject to the consent or
disapproval of the Administrator;





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                 (d)      if the Optionee is subject to Section 16 of the
Exchange Act, the election must comply with the applicable provisions of Rule
16b-3 and shall be subject to such additional conditions or restrictions as may
be required thereunder to qualify for the maximum exemption from Section 16 of
the Exchange Act with respect to Plan transactions.

         In the event the election to have Shares withheld is made by an
Optionee and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Optionee shall receive
the full number of Shares with respect to which the Option or Stock Purchase
Right is exercised but, such Optionee shall be unconditionally obligated to
tender back to the Company the proper number of Shares on the Tax Date.

         13.     Adjustments Upon Changes in Capitalization; Corporate
Transactions.

                 (a)      Changes in Capitalization.  Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each outstanding Option, and the number of shares of Common Stock
that have been authorized for issuance under the Plan but as to which no
Options have yet been granted or that have been returned to the Plan upon
cancellation or expiration of an Option, the maximum number of shares of Common
Stock for which Options may be granted to any employee under Section 8 of the
Plan and the price per share of Common Stock covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive.  Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason





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thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.

                 (b)      Corporate Transactions.  In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed action.  To the extent it has
not been previously exercised, the Option will terminate immediately prior to
the consummation of such proposed action.  In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, the Option may be assumed or an
equivalent option may be substituted by such successor corporation or a parent
or subsidiary of such successor corporation.  If the successor corporation does
not agree to assume the Option or substitute an equivalent option, the Board
shall notify the Optionee at least fifteen (15) days prior to the consummation
of the transaction.  To the extent it has not been previously exercised, the
Option will terminate immediately prior to the consummation of such
transaction.

         14.     Time of Granting Options.  The date of grant of an Option
shall, for all purposes, be the date on which the Administrator makes the
determination granting such Option, or such other date as is determined by the
Board.  Notice of the determination shall be given to each Employee or
Consultant to whom an Option is so granted within a reasonable time after the
date of such grant.

         15.     Amendment and Termination of the Plan.

                 (a)      Amendment and Termination.  The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable; provided that, the following revisions or amendments shall require
approval of the shareholders of the Company in the manner described in Section
19 of the Plan:

                          (i)     any increase in the number of Shares subject
                 to the Plan, other than an adjustment under Section 13 of the
                 Plan;

                          (ii)    any change in the designation of the class of
                 persons eligible to be granted Options;

                          (iii)   any change in the limitation on grants to
                 employees as described in Section 8 of the Plan or other
                 changes which would require shareholder approval to qualify
                 options granted hereunder as performance-based compensation
                 under Section 162(m) of the Code; or

                          (iv)    any revision or amendment requiring
                 shareholder approval in order to preserve the qualification of
                 the Plan under Rule 16b-3.

                 (b)      Shareholder Approval.  If any amendment requiring
shareholder approval under Section 16(a) of the Plan is made subsequent to the
first registration of any class of equity securities by the Company under
Section 12 of the Exchange Act, such shareholder approval shall be solicited as
described in Section 19 of the Plan.

                 (c)      Effect of Amendment or Termination.  Any such
amendment or termination of the Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if this Plan had not
been amended or terminated, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed by the
Optionee and the Company.





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         16.     Conditions Upon Issuance of Shares.  Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation,  the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

                 As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

         17.     Reservation of Shares.  The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

                 The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not
have been obtained.

         18.     Agreements.  Options shall be evidenced by written agreements
in such form as the Board shall approve from time to time.

         19.     Shareholder Approval.

                 (a)      Continuance of the Plan shall be subject to approval
by the shareholders of the Company within twelve (12) months before or after
the date the Plan is adopted.  Such shareholder approval shall be obtained in
the degree and manner required under applicable state and federal law and the
rules of any stock exchange upon which the Shares are listed.

                 (b)      In the event that the Company registers any class of
equity securities pursuant to Section 12 of the Exchange Act, any required
approval of the shareholders of the Company obtained after such registration
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.

                 (c)      If any required approval by the shareholders of the
Plan itself or of any amendment thereto is solicited at any time otherwise than
in the manner described in Section 19(b) hereof, then the Company shall, at or
prior to the first annual meeting of shareholders held subsequent to the later
of (1) the first registration of any class of equity securities of the Company
under Section 12 of the Exchange Act or (2) the granting of an Option hereunder
to an officer or director after such registration, do the following:

                          (i)   furnish in writing to the holders entitled to
vote for the Plan substantially the same information that would be required (if
proxies to be voted with respect to approval or disapproval of the Plan or
amendment were then being solicited) by the rules and regulations in effect
under Section 14(a) of the Exchange Act at the time such information is
furnished; and





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                          (ii)   file with, or mail for filing to, the
Securities and Exchange Commission four copies of the written information
referred to in subsection (i) hereof not later than the date on which such
information is first sent or given to shareholders.

         20.     Information to Optionees.  The Company shall provide to each
Optionee and individual who acquired shares pursuant to the exercise of an
option, during the period for which such Optionee has one or more Options
outstanding, copies of all annual reports and other information that are
provided to all shareholders of the Company.





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