1999 STOCK OPTION PLAN
                       NONSTATUTORY STOCK OPTION AGREEMENT
                                     Between
                          MENLO ACQUISITION CORPORATION
                                       and
                         ------------------------------
                                                                            NSO


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                          MENLO ACQUISITION CORPORATION
                            1999 Stock Incentive Plan
                       Nonstatutory 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"),  such Option to be  exercisable  as  hereinafter  provided.  The Option
evidenced  hereby is intended to be a  nonstatutory  stock  option that does not
receive  special tax treatment  under  Section 422 of the Internal  Revenue Code
(the "Code").
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     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.
                  (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                              _____________


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                         (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) 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  directorship  or
other 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 a director or is  otherwise  employed by the Company or any
         Subsidiary  or  within  three  months  following   termination  of  his

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         directorship  or other  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 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  directorship  or other
         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  directorship  or other  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.
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     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  directorship  or other
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.
     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.
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     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. Tax Obligations Upon Exercise.  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 may be obligated
to withhold. The Participant agrees to make arrangements suitable to the Company
for the  payment  of all  applicable  withholding  taxes,  if any.  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 shares of Company  Stock having a "Fair Market Value" equal
to the minimum applicable  withholding taxes. Any such election shall be subject
to approval by the Committee.
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     10. Successors and Assigns.  This Agreement shall be binding on the Company
and shall be enforceable against its successors and assigns.
     11. 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.
     12.  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.
     13. 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.
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     14. 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





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