1999 STOCK OPTION PLAN
                        INCENTIVE STOCK OPTION AGREEMENT
                                     Between
                          MENLO ACQUISITION CORPORATION
                                       and
                          ------------------------------
                                                                          ISO


<PAGE>



                          MENLO ACQUISITION CORPORATION
                             1999 Stock Option Plan
                        Incentive Stock Option Agreement


     THIS  AGREEMENT,  dated  the  _____  of  _________________,  between  MENLO
ACQUISITION   CORPORATION.,   a  Delaware   corporation  (the  "Company"),   and
____________________  ("Participant"),  is  made  pursuant  and  subject  to the
provisions of the Company's  1999 Stock Option Plan (the "Plan"),  and all terms
used herein that are defined in the Plan shall have the same meaning  given them
in the Plan:
                                                         W I T N E S S E T H :
     1. Grant of Option. Pursuant to the provisions of the Plan, the Company has
granted  to  Participant  on the _____ day of  __________,  _____  (the "Date of
Grant"),  subject to the terms and conditions of the Plan and subject further to
the terms and conditions herein set forth, the right and option to purchase from
the Company (the  "Option") all or any part of an aggregate of _______ shares of
Company  Common Stock at the  purchase  price of $_______ per share (the "Option
Price"),  being  not less than  100% of the Fair  Market  Value per share of the
Common Stock on the Date of Grant,  such Option to be exercisable as hereinafter
provided.  The Option  evidenced  hereby is  intended to be an  incentive  stock
option that  receives  special tax  treatment  under Section 422 of the Internal
Revenue Code (the "Code").

     2.  Terms and  Conditions.  The Option  evidenced  hereby is subject to the
following terms and conditions:
                 (a)      Expiration  Date.  This Option shall expire ten years
         from the Date of Grant.

                                       2
<PAGE>

                 (b)       Nontransferability.   This  Option  shall  be
         nontransferable except by will or by the laws of descent and
         distribution  and,  during  the  lifetime  of the  Participant,  may be
         exercised  only by the  Participant,  except as  provided  in Section 3
         below.
                 (c)       Exercise of Service Option.
                         (i)        Vesting:
                           ____     This Option is 100% vested, and, subject to
                         the terms and conditions set forth herein, fully
                         exercisable at all times.
                           ____     This Option shall vest, and shall be
                         exercisable, in accordance with the following schedule:

                 Anniversary of           Percentage of shares of Common
                 Date of Grant            Stock allocable to Option which may
                                          be purchased

                 First                     _____________
                 Second                    _____________
                 Third                     _____________
                 Fourth                    _____________
                 Fifth                     _____________
                 Sixth                     _____________
                 Seventh                   _____________
                 Eighth                    _____________
                 Ninth                     _____________

                         (ii)  Notwithstanding  any provisions  contained in the
                  Plan  or in  this  Agreement,  in the  event  of a  Change  of
                  Control,  the Board may in its  discretion  provide  that this
                  Option shall become fully vested and the Participant  shall be
                  entitled to exercise such Option, in whole or in part.
                  (d)      Limitation on Exercise.
                           (i)      Notwithstanding the provisions of subsection
2(c), the aggregate Fair Market Value (determined by reference to the exercise
price at the time the Option is granted) of the stock with respect to which
incentive stock options are exercisable for the first time

                                       3
<PAGE>


by the  Participant  during  a  calendar  year  may  not  exceed  $100,000  (the
"Limitation  Amount").   Incentive  stock  options  granted  under  this  Option
agreement  and the Plan and under all other  plans of the Company and any Parent
and Subsidiary  corporations  shall be aggregated for purposes of the Limitation
Amount.
                           (ii) The  portion of an Option  that fails to qualify
for incentive stock option treatment in a calendar
year because of the Limitation  Amount shall be treated as a nonqualified  stock
option that does not receive  special tax treatment  under Code section 422. The
provisions  of  Section  10 shall  apply to the extent an Option is treated as a
nonqualified stock option.
                  (e) Method of Exercising  and Payment for Shares.  This Option
may only be  exercised  by written  notice  delivered  to the  Treasurer  at the
Company's  principal office. The exercise date will be (i) in the case of notice
by mail,  the date of  postmark  or (ii) if  delivered  in  person,  the date of
delivery.  Such notice  shall be  accompanied  by payment of the Option Price in
full by cash (which shall  include  payment by check,  bank draft or money order
payable to the order of the Company).
         3. Termination of Option Upon  Termination of Employment.  The right of
Participant and his successors in interest to exercise this Option or to vest in
any unvested portion of this Option shall terminate when his employment with the
Company or any  Subsidiary  is  terminated  for any reason except as provided in
subsections 3(a) and 3(b) below.
                  (a) Exercise  following  Death. In the event  Participant dies
         while he is employed by the Company or any  Subsidiary  or within three
         months  following  termination  of his  employment due to retirement or
         disability  and  before  the  exercise  in full or  expiration  of this
         Option,  Participant's  estate  (or the  person or  persons to whom the

                                        4
<PAGE>

         rights  under  this  Option  shall  have  passed by will or the laws of
         descent and  distribution)  may exercise this Option at any time within
         one year next  following  Participant's  death (but in any event before
         the  expiration  date of the Option  period)  for the entire  number of
         shares remaining subject to this Option.

                  (b) Exercise following Termination,  Disability or Retirement.
         In the event of termination of Participant's  employment by the Company
         or any Subsidiary for any reason other than death, including retirement
         or termination  approved by the Company  because of disability,  before
         exercise in full or expiration of this Option, Participant may exercise
         the vested and  exercisable  portion of this  Option at any time within
         three months next following such  termination of employment (but in any
         event before the  expiration  date of the Option period) for the number
         of shares  remaining  subject to the vested and exercisable  portion of
         this  Option.

     For  the  purposes  of  this  Section  3,  it  shall  not be  considered  a
termination  of  employment  if  Participant  is  placed by the  Company  or any
Subsidiary on military or sick leave or such other type of leave of absence that
the Committee  considers as continuing the employment  relationship  intact. For
the purposes of this Section 3, only a termination of employment on or after the
Participant  has reached age 65 shall be  considered  a  retirement,  unless the
Committee   designates  that  an  earlier  termination  shall  be  considered  a
retirement. At the time of any exercise of any Option exercised pursuant to this
Section 3, the Option Price shall be paid in full as provided in Section 2.

     Notwithstanding  subsections  3(a) and  3(b)  above,  in no event  may this
Option be exercised after the Expiration Date.

                                       5
<PAGE>

     4. Governing Law. This Agreement shall be governed by the laws of the State
of Delaware.
     5.  Conflicts.  In the event of any conflict  between the provisions of the
Plan as in effect on the date of grant and the provisions of this Agreement, the
provisions of the Plan shall  govern.  All  references  herein to the Plan shall
mean the Plan as in effect on the date  hereof.  Terms  defined  in the Plan are
used herein as so defined.
     6. Participant Bound by Plan. In consideration of the grant of this Option,
Participant agrees he will comply with such conditions as the Board of Directors
and the Committee may impose on the exercise of the Option.
     7. Binding Effect. Subject to the limitations stated above and in the Plan,
this  Agreement  shall be binding upon and inure to the benefit of the legatees,
distributees and personal  representatives  of Participant and the successors of
the Company.
     8.  Change in  Capital  Stock  Structure.  In the event of  changes  in the
capital stock structure of the Company, appropriate adjustments in the number of
shares for which the Option  shall be  exercisable,  or the exercise  price,  or
both,  shall be made,  and  appropriate  adjustments  in the required  values of
Common  Stock  under  Section 3 shall be made,  as provided in Section 11 of the
Plan.
     9. Notice of Early Disposition of Option Stock.  Participant agrees to give
the Company prompt written notice of a sale or disposition of the Company Common
Stock acquired upon  exercising the Option (i) within two years from the date on
which the Option was  granted or (ii) within one year from the date on which the
Company Common Stock was  transferred to  Participant.  If Participant  fails to
give the  Company  prompt  written  notice,  Participant  will be  liable to the
Company for any loss of deduction,  any penalty imposed, and any other financial
loss  incurred by the Company as a result of the  Participant's  failure to give
prompt notice.
     10. Tax Obligations Upon Exercise of Nonqualified Portion of Option. To the
extent  an  Option  is  treated  as a  nonqualified  stock  option  pursuant  to
subsection  2(d)(ii),  the difference between the "Fair Market Value" of Company
Common  Stock  purchased  when the Option is  exercised  and the Option Price is
compensation  taxable to the  Participant  as  ordinary  income  and  subject to
applicable  federal and state taxes which the Company is  obligated to withhold.
The  Participant  agrees to make  arrangements  suitable  to the Company for the
payment of all applicable withholding taxes. By a timely election (to the extent
permitted  by Rule  16b-3  under  the  Securities  Exchange  Act of  1934),  the
Participant  may elect to have the Company  withhold  upon  exercise a number of
Company  Shares  having a "Fair Market  Value"  equal to the minimum  applicable
withholding  taxes.  Any such  election  shall be  subject  to  approval  by the
Committee.
     11. Successors and Assigns.  This Agreement shall be binding on the Company
and shall be enforceable against its successors and assigns.
     12. Notice  Provisions.  Any notice or election required or permitted under
this Option  shall be delivered  in writing to the  Treasurer  at the  Company's
principal offices in Parsippany, New Jersey.
     13.  Transfer of Shares of Company Stock.  Upon the exercise of the Option,
the Participant  shall not transfer,  encumber or dispose of the Common Stock so
purchased unless: (a) an effective  registration  statement covering such shares
is filed  pursuant to the  Securities  Act of 1933, as amended,  and  applicable
state law, or (b) an opinion  letter of the  Participant's  counsel is obtained,
satisfactory  to the  Company  and its  counsel,  that such  transfer  is not in
violation of any applicable federal or state laws or regulations.
     14. Amendment of this Option Agreement.  The Board may modify or amend this
Option if it so determines, in its sole discretion,  that amendment is necessary
or advisable.  No amendment of this Option, however, may, without the consent of
the Participant, make any changes which would adversely affect the rights of the
Participant,  except  the Board may  unilaterally  amend the Plan and  Incentive
Awards as it deems  appropriate  to cause  Incentive  Stock  Options to meet the
requirements of the Code and regulations thereunder.
     15. No Guaranteed  Right to  Employment.  If Participant is employed by the
Company, nothing contained herein shall confer upon the Participant any right to
be continued in the  employment  of the Company or interfere in any way with the
right of the Company to terminate his employment at any time for any cause.
     With this Option,  you will  receive a number of documents  relating to the
Company and a receipt for those documents.  You should sign the receipt for this
material and return it to the Company.
     IN WITNESS WHEREOF, MENLO ACQUISITION CORPORATION has caused this Agreement
to be signed by the  President  and the  Participant  has affixed his  signature
hereto.
                                           MENLO ACQUISITION CORPORATION


                                           By______________________________
                                              President


                                             -------------------------------
                                             Participant

                                       9