EXHIBIT 10.1

                             PERIPHONICS CORPORATION

                       1995 STOCK OPTION PLAN, AS AMENDED


     1. PURPOSE.

     The purpose of this Stock Option Plan, to be known as the 1995 Stock Option
Plan (the "Plan"),  is to advance the interests of Periphonics  Corporation (the
"Company")  by  enhancing  the  ability of the  Company  to  attract  and retain
selected  employees,  consultants,  advisors  to  the  Board  of  Directors  and
qualified  directors  (collectively  the  "Participants")  by creating  for such
Participants  incentives and rewards for their  contributions  to the success of
the Company,  and by encouraging such Participants to become owners of shares of
the Company's Common Stock, par value $0.01 per share, as the title or par value
may be amended (the "Common Stock"). Options granted pursuant to the Plan may be
incentive stock options ("Incentive Options") as defined in the Internal Revenue
Code of 1986, as amended (the "Code") or  non-qualified  options,  or both.  The
proceeds received from the sale of Shares pursuant to the Plan shall be used for
general corporate purposes.

     2. EFFECTIVE DATE OF PLAN.

     The Plan will become effective upon approval by the Board of Directors (the
"Board"),  and shall be  subject  to the  approval  of the  shareholders  of the
Company as provided under the Securities Act of 1933, as amended (the "Act").

     3. AVAILABLE SHARES.

     The total number of shares of Common Stock for which options may be granted
under the Plan shall not exceed  2,200,000  shares,  subject  to  adjustment  in
accordance with Paragraph 12 of the Plan.  Shares of Common Stock subject to the
Plan are  authorized  but  unissued  shares of Common  Stock or shares of Common
Stock that were once issued and subsequently  reacquired by the Company.  If any
options granted under the Plan are surrendered  before exercise or lapse without
exercise,  in whole or in part,  the shares of Common  Stock  reserved  therefor
shall continue to be available under the Plan.

4.       ADMINISTRATION.

     The Plan shall be administered by the Board or by a committee  appointed by
the Board (the "Committee"). In the event the Board fails to appoint or refrains
from  appointing  a Committee,  the Board shall have all power and  authority to
administer the Plan. In such event, the word "Committee"  wherever used shall be
deemed to mean the Board. The Committee shall,  subject to the provisions of the
Plan, have the power to construe the Plan, to determine all questions hereunder,
and to adopt and amend such rules and regulations for the  administration of the
Plan as it may deem desirable. The Committee shall consist of not fewer than two
members.  Each of the members of the Committee must be a "disinterested  person"
as that  term is  defined  in Rule  16b-3  adopted  pursuant  to the  Securities
Exchange  Act of 1934 (the  "Exchange  Act").  A majority  of the members of the
Committee shall  constitute a quorum,  and all  determinations  of the Committee
shall  be  made  by the  majority  of its  members  present  at a  meeting.  Any
determination  of the  Committee  under the Plan may be made  without  notice or
meeting of the Committee by a writing signed by all of the Committee members.

     5. ELIGIBILITY.

     The Participants in the Plan shall be all employees,  consultants, advisors
to the Board of Directors and  qualified  directors of the Company or any of its
present  or future  subsidiaries  whether or not they are also  officers  of the
Company.  Members of the Committee are eligible only if they do not exercise any
discretion  in  selecting   Participants  who  receive  grants  of  options,  in
determining  the  number  of  shares  to be  granted  to any  Participant  or in
determining the exercise price of any options,  or if counsel to the Company may
otherwise  advise  the  Committee  that the taking of any such  action  does not
impair the status of such eligible Committee members as "disinterested  persons"
within the meaning of Exchange Act Rule 16b-3.

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     6. GRANTING OF OPTIONS.

     (a) Subject to the provisions of the Plan, the Committee, with the approval
of the Chief  Executive  Officer of the Company,  shall  determine and designate
from time to time those persons to whom options are to be granted. Options shall
be  granted  on such  terms as the  Committee,  with the  approval  of the Chief
Executive Officer of the Company,  shall determine except that Incentive Options
shall be granted on terms that comply with the Code and Regulations thereunder.

     (b) No  options  shall be  granted  after  February  8,  2005  but  options
previously granted may extend beyond that date.

     7. EXERCISE PRICE.

     The  purchase  price of the  Common  Stock  covered  by an  option  granted
pursuant to the Plan shall be 100% of the fair market value per share of a share
of  Common  Stock on the day the  option  is  granted  (the  "Exercise  Price").
Notwithstanding the foregoing,  if any person to whom an option is to be granted
owns in excess of ten percent of the  outstanding  capital stock of the Company,
then no option  may be  granted  to such  person  for less than 110% of the fair
market value on the date of grant as determined by the Board. The Exercise Price
will be subject to adjustment in accordance  with the provisions of Paragraph 10
of the Plan.  For  purposes of the Plan,  "fair  market  value" shall be (i) the
closing price of the Company's  Common Stock appearing on a national  securities
exchange if the Company's Common Stock is listed on such an exchange,  or if not
listed,  the  closing  bid  price  appearing  on  the  National  Association  of
Securities Dealers Automated Quotation System ("NASDAQ");  or (ii) if the Shares
are not listed on NASDAQ,  then the closing bid price for the  Company's  Common
Stock as listed in the National  Quotation  Bureau's  pink  sheets;  or (iii) if
there are no listed bid prices  published  in the pink  sheets,  then the market
value  shall be based  upon the  closing  bid price as  determined  following  a
polling of all dealers making a market in the Company's Common Stock.

     8. PERIOD OF OPTION.

     Unless sooner  terminated in accordance with the provisions of Paragraph 10
of the Plan, an option granted hereunder shall be for a term of five (5) years.

     9. VESTING OF SHARES AND NON-TRANSFERABILITY OF OPTIONS.

     (a) Vesting.  Options granted under the Plan shall not be exercisable until
they  become  vested.  Options  granted  shall vest in the  optionee  and become
immediately  exercisable by the optionee in four annual installments of 25% each
on the first, second, third and fourth anniversaries of the date of grant.

     (b) Legend on Certificates.  The certificates  representing  such shares of
Common Stock shall carry such appropriate legends, and such written instructions
shall be given to the Company's  transfer agent,  as may be deemed  necessary or
advisable by counsel to the Company in order to comply with the  requirements of
the Securities Act of 1933 or any state securities laws.

     (c) Non-transferability.  Any option granted pursuant to the Plan shall not
be  assignable  or  transferable  other than by will or the laws of descent  and
distribution or pursuant to a qualified  domestic  relations order as defined by
the Code, or Title I of the Employee  Retirement Income Security Act of 1974, as
amended ("ERISA"), or the rules thereunder,  and shall be exercisable during the
optionee's lifetime only by him or her.

     10. TERMINATION OF OPTION RIGHTS.

     All previously  unexercised options including options which have not vested
shall  terminate and be forfeited  automatically  upon the  termination  for any
reason  whatsoever  of a  Participant's  status as an  employee,  consultant  or
advisor to the Board other than termination by reason of the Participant's death
or permanent disability.

     If a Participant dies or becomes permanently  disabled at a time when he is
entitled to exercise an option,  then at any time or times within one year after
his death or permanent  disability  such options may be exercised,  as to all or
any of the Shares which the  Participant  was  entitled to purchase  immediately
prior to his death or Permanent  Disability,  by the Participant or, in the case
of death,  by his personal  representative  or the person or persons to whom the
options  are  transferred  by  will  or  the  applicable  laws  of  descent  and
distribution,  and except as so exercised such options will expire at the end of
such period.


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     11. EXERCISE OF OPTION.

     Subject to the terms and conditions of the Plan and the option  agreements,
an  option  granted  hereunder  shall,  to  the  extent  then  exercisable,   be
exercisable  in whole or in part by giving written notice to the Company by mail
or in person  addressed  to  Periphonics  Corporation,  4000  Veterans  Memorial
Highway,  Bohemia, New York 11716, Attention:  Chief Financial Officer,  stating
the number of shares of Common  Stock with  respect to which the option is being
exercised,  accompanied  by  payment  in full for such  shares of Common  Stock.
Payment may be made:

     (a) in United States dollars in cash or by certified check; or

     (b) by tendering shares of Common Stock of the Company already owned by the
person or persons  exercising  the option  (provided  that such shares of Common
Stock have been owned for at least six months  prior to tender),  valued at fair
market value determined in accordance with the provisions of Paragraph 7; or

     (c) by a  combination  of cash or  certified  check  and  Common  Stock  as
provided in (a) and (b) above; or

     (d) in the discretion of the Committee, by the issuance by an optionee of a
promissory  note,  which shall be payable in more or more  installments and over
such period of time (not in excess of five years) as determined by the Committee
and shall bear interest at such rate as shall be  determined  by the  Committee,
which in no event shall be less than the minimum rate required by the provisions
of Section 483 of the Code to award the imputation of income to such optionee.

     The Company's  transfer  agent shall,  on behalf of the Company,  prepare a
certificate or  certificates  representing  such shares of Common Stock acquired
pursuant to exercise of the option,  shall register the optionee as the owner of
such  shares of Common  Stock on the books of the  Company  and shall  cause the
fully  executed  certificate(s)  representing  such shares of Common Stock to be
delivered to the  optionee as soon as  practicably  after  payment of the option
price in full.

     The  holder of an option  shall not have any rights of a  stockholder  with
respect  to the shares of Common  Stock  covered  by the  option,  except to the
extent that one or more  certificates  for such shares of Common  Stock shall be
delivered to him or her upon the due exercise of the option.

     12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION AND OTHER MATTERS.

     Upon the occurrence of any of the following  events,  an optionee's  rights
with  respect to options  granted to him or her  hereunder  shall be adjusted as
hereinafter provided:

     (a) Stock  Dividends and Stock Splits.  If the shares of Common Stock shall
be subdivided  or combined into a greater or smaller  number of shares or if the
Company  shall  issue  any  shares of Common  Stock as a stock  dividend  on its
outstanding  Common Stock, the number of shares of Common Stock deliverable upon
the  exercise  of  options  shall  be   appropriately   increased  or  decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

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     (b) Merger;  Consolidation;  Liquidation;  Sale of Assets. In the event the
Company  is  merged  into  or  consolidated   with  another   corporation  under
circumstances  where the  Company is not the  surviving  corporation,  or if the
Company is liquidated or sells or otherwise disposes of all or substantially all
of  its  assets  to  another   corporation  while  unexercised   options  remain
outstanding under the Plan:

     (i) subject to the provisions of clauses (iii),  (iv) and (v) below,  after
the effective  date of such merger,  consolidation  or sale, as the case may be,
each holder of an  outstanding  option shall be entitled,  upon exercise of such
option,  to receive in lieu of shares of Common  Stock,  shares of such stock or
other securities as the holders of the shares of Common Stock received  pursuant
to the terms of the merger, consolidation or sale; or

     (ii) the Committee  may waive any  discretionary  limitations  imposed with
respect to the  exercise of the option so that all options from and after a date
prior to the effective date of such merger, consolidation,  liquidation or sale,
as the case may be, specified by the Committee, shall be exercisable in full; or

     (iii) all  outstanding  options may be cancelled by the Committee as of the
effective date of any such merger, consolidation,  liquidation or sale, provided
that notice of such cancellation shall be given to each holder of an option, and
each  holder  thereof  shall  have the  right to  exercise  such  option in full
(without  regard to any  discretionary  limitations  imposed with respect to the
option)  during a 30-day period  preceding  the  effective  date of such merger,
consolidation, liquidation or sale; or

     (iv) all  outstanding  options may be cancelled by the  Committee as of the
date of any such  merger,  consolidation,  liquidation  or sale,  provided  that
notice of such cancellation  shall be given to each holder of an option and each
such holder thereof shall have the right to exercise such option but only to the
extent exercisable in accordance with any discretionary limitations imposed with
respect to the option prior to the effective date of such merger, consolidation,
liquidation or sale; or

     (v) the  Committee  may provide  for the  cancellation  of all  outstanding
options  and for the payment to the holders of some part or all of the amount by
which the value thereof exceeds the payment, if any, which the holder would have
been required to make to exercise such option.

     (c)  Issuance  of  Securities.  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  thereof  shall be made with respect to, the number or price of shares
subject to options, provided,  however, in the event the Company issues or sells
any  Common  Stock or Common  Stock  Equivalents  without  consideration  or for
consideration  per share less than the current  fair market  value per share (as
defined in Paragraph 7 above) on the date of such  issuance or sale,  or fixes a
record date for the issuance of subscription rights,  options or warrants to all
holders of Common Stock entitling them to purchase Common Stock (or Common Stock
Equivalents) at a price per share (or having an exercise or conversion price per
share) less than the then  current  fair market  value per share,  the  Exercise
Price  shall  be  adjusted  so  that it  will  equal  the  price  determined  by
multiplying the Exercise Price in effect  immediately prior to the adjustment by
a fraction, of which the numerator shall be (i) the number of shares outstanding
on the record date for such sale or issuance, plus (ii) the number of additional
shares  which the  aggregate  consideration  received by the  Company  upon such
issuance or sale (plus the aggregate of any additional  amount to be received by
the Company upon the exercise of such subscription rights,  options or warrants)
would purchase at the fair market value,  and of which the denominator  shall be
(x) the number of shares  outstanding  on the record  date for such  issuance or
sale,  plus (y) the number of  additional  shares  offered for  subscription  or
purchase (or into which the Common Stock  Equivalents so offered are exercisable
or  convertible).   Each  adjustment   shall  become   effective   retroactively
immediately  after the record date for the  issuance.  To the extent that Common
Stock (or Common Stock  Equivalents)  are not delivered  after the expiration of
such  subscription  rights,  options or warrants,  the  Exercise  Price shall be
readjusted  to the  Exercise  Price  which  would  then  be in  effect  had  the
adjustments made upon the issuance of such rights, options or warrants been made
upon the  basis of  delivery  of only the  number  of shares  (or  Common  Stock
Equivalents) actually delivered. No adjustments shall be made for dividends paid
in cash or in property other than securities of the Company.

     (d)  Adjustments.  Upon the happening of any of the foregoing  events,  the
class and  aggregate  number of shares set forth in Paragraph 3 of the Plan that
are subject to options which previously have been or subsequently may be granted
under the Plan shall also be appropriately  adjusted to reflect such events. The
Committee  shall  determine  the  specific  adjustments  to be made  under  this
Paragraph 12 and its determination shall be conclusive.


<PAGE>

     13. RESTRICTIONS ON ISSUANCE OF SHARES.

     Notwithstanding  the  provisions  of  Paragraphs 9 and 11 of the Plan,  the
Company shall not be obligated to deliver any Common Stock unless and until,  in
the opinion of the Company's counsel,  all applicable federal and state laws and
regulations have been complied with, nor, if the outstanding  Common Stock is at
the time listed on any securities exchange, unless and until the Common Stock to
be  delivered  has been  listed  (or  authorized  to be  added to the list  upon
official  notice of issuance) upon such exchange,  nor unless or until all other
legal matters in  connection  with the issuance and delivery of the Common Stock
have been approved by the Company's counsel.

     14. REPRESENTATION OF OPTIONEE.

     If  requested by the Company,  the  optionee  shall  deliver to the Company
written  representations  and  warranties  upon  exercise of the option that are
necessary to show compliance with Federal and state securities  laws,  including
representations and warranties to the effect that a purchase of shares under the
option is made for investment and not with a view to their distribution (as that
term is used in Securities Act of 1933).

     15. OPTION AGREEMENT.

     Each option is granted under the  provisions of the Plan shall be evidenced
by an option agreement,  which agreement shall be duly executed and delivered on
behalf of the  Company and by the  optionee to whom such option is granted.  The
option  agreement  shall  contain  such terms,  provisions  and  conditions  not
inconsistent with the Plan as may be determined by the Committee.

     16. TERMINATION AND AMENDMENT OF PLAN.

     Options may no longer be granted under the Plan after February 8, 2005, and
the Plan shall terminate when all options granted or to be granted hereunder are
no longer outstanding.  The Committee may at any time terminate the Plan or make
such modification or amendment thereof as it deems advisable; provided, however,
that the  Committee may not,  without  approval by the  affirmative  vote of the
holders of a  majority  of the  shares of Common  Stock  present in person or by
proxy and entitled to vote at the meeting:

     (a) increase the maximum  number of shares for which options may be granted
under the Plan (except by adjustment pursuant to Section 12);

     (b) materially  modify the requirements as to eligibility to participate in
the Plan;

     (c) materially increase benefits accruing to option holders under the Plan;
or

     (d) amend the Plan in any  manner  which  would  cause Rule 16b-3 to become
inapplicable to the Plan;

     and provided  further  that the  provisions  of the Plan  specified in Rule
16b-3(c)(2)(ii)(A)  (or any successor or amended  provision  thereof)  under the
Securities Exchange Act of 1934 (including, without limitation, provisions as to
eligibility,  amount,  price, and timing of awards) may not be amended more than
once  every six  months,  other  than to comport  with  changes in the  Internal
Revenue Code, ERISA, or the rules thereunder. Termination or any modification or
amendment of the Plan shall not, without consent of a participant, affect his or
her rights under an option previously granted to him or her.

<PAGE>

     17. WITHHOLDING OF INCOME TAXES.

     Upon the exercise of an option,  the Company,  in  accordance  with Section
3402(a)  of  the  Internal  Revenue  Code,  may  require  the  optionee  to  pay
withholding taxes in respect of amounts considered to be compensation includible
in the optionee's gross income.

     18. COMPLIANCE WITH REGULATIONS.

     It is the Company's intent that the Plan comply with all respects with Rule
16b-3 under the  Securities  Exchange  Act of 1934 (or any  successor or amended
version  thereof)  and  any  applicable   Securities  and  Exchange   Commission
interpretations  thereof.  If any  provision  of the  Plan is  deemed  not be in
compliance with Rule 16b-3, the provision shall be null and void.

     19. GOVERNING LAW.

     The validity and  construction of the Plan and the  instruments  evidencing
options shall be governed by the laws of the State of Delaware,  without  giving
effect to the principles of conflicts of law thereof.