Exhibit 10.50

                   OTC Issuer Stock Option Master Agreement

                              TERMS AND CONDITIONS

      The terms and conditions  below shall govern all  transactions  in Options
(as  hereinafter  defined)  between  Goldman  Sachs  & Co.  ("GS&Co.")  and  the
undersigned (the Company).  These terms and conditions are collectively referred
to as the  "Agreement".  Please  acknowledge your agreement to and acceptance of
this  Agreement by signing and  returning  the enclosed  copy hereof.  Until the
signed copy of this Agreement is received,  any Option transactions entered into
between the Company and GS&Co. shall nevertheless be governed hereby.

1.  Definitions.

(a) American  Option:  An Option  which may be  exercised  on any Business  Day,
except an the Expiration  Date,  between the hours of 9:00 A.M. and 2:30 PM. Now
York time,  and on the  Expiration  Date between the hours of 9:00 A.M. and 4:30
P.M., New York time,

(b) Averaging Period:  The number of consecutive  Business Days indicated in the
Confirmation beginning on and including the Exercise Date,

(c) Business Day: Any day that (1) Federal  Reserve Member Banks in New York, NY
are open for  business,  and (2) the  primary  market  for  trading  the  Option
Securities Is (or, but for the existence of a Market Disruption Event, would be)
open for business.

(d)  Confirmation:  The written evidence of an Option delivered by GS&CO, to the
Company,  containing the specific terms with respect thereto. Each Confirmation,
signed by both the  Company  and GS&CO ,  together  with this  Agreement,  shall
constitute the written  agreement between the Company and GS&Co. with respect to
such Option. GS&Co. shall send the Confirmation to the Company by facsimile.  on
the Trade Date and the Company  shall  immediately  review the terms thereof for
accuracy  and,  if  accurate,   countersign  and  return  the  Confirmation  (by
facsimile) to GS&Co.  If the  Confirmation is inaccurate,  GS&Co.  will promptly
correct  the  Confirmation  and resend it to the  Company  for  signature.  Such
confirmation  delivered by GS&Co.  together with this Agreement shall constitute
the written agreement between the Company and GS&Co. with respect to such option
unless the Company notifies GS&Co.  within three Business Days of its objections
to that Confirmation.

(e)  Contracts:  The 'Trading  Unit" of an Option,  consisting  Initially of 100
shares of the Option Security, subject to adjustment as provided in Section 2.

(f) Early Termination  Amount: The net amount payable by one party to the other,
calculated  by the  Non-Defaulting  party by  aggregating  and  setting-off,  as
applicable:

         (i) the outstanding payments due (or that would have been due but for
         Section 6) under this Agreement to each party  immediately  prior to
         the Early  Termination Date;

         (ii) the  Replacement  Value of Options to be settled  under Section 9
         which are unexercised immediately prior to the Early Termination Date;

         (iii) the Non-Defaulting Party's Other Expenses; and

         (iv) at the option of the Non-Defaulting  party, any cash collateral or
         the liquidation value of non-cash collateral.

(g) European  Option,  An Option which may be exercised  only on the  Expiration
Date between the hours of 9:00 A.M. and 4:30 PM. New York time.








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(h) Exercise  Date;  The  Business Day on which  exercise of an Option is, or is
deemed to be, effective.

(i)Exercise Price: The price per share, as set forth in a Confirmation, at which
an Option  Security may be purchased or sold or otherwise  settled upon exercise
of the related Option.

(j)  Expiration  Date:  For an Option means 4:30 PM., New York time, on the date
identified as the Expiration Oats in the related Confirmation, at which time, if
an Option has not been  exercised,  the rights granted to the holder  thereunder
expire  and the  Option is deemed  terminated.  If an  Expiration  Date is not a
Business  Day, then the next  succeeding  Business Day shall be deemed to be the
Expiration Date for such Option.

(k) Major Dealer: A securities  broker/dealer or bank other than an affiliate of
the Non-Defaulting  Party selected by the Non-Defaulting  Party, which has a net
worth of at least  U.S.$200,000,000  (or its  equivalent)  and  regularly  makes
markets in Options on securities and indices,

(1)  Market  Disruption  Event:  The  occurrence  during  the half  hour  period
immediately prior to the time at which valuation will take place of the material
suspension  or material  limitation  of trading in (i) Option  Securities on the
primary  market or (ii) options or futures on Option  Securities  on the primary
market or on any other exchange on which such options or futures are traded. For
the purposes of this  definition,  (iii) a limitation on the hours and number of
days of trading will not constitute a Market Disruption Event if it results from
an announced change in the regular business hours of the primary market or other
relevant  exchange and (iv) a limitation on trading imposed during the course of
a day by reason of movements in price otherwise  exceeding  levels  permitted by
the  primary  market  or  other  relevant  stock  exchange  may,  if  GS&Co.  so
determines, constitute a Market Disruption Event.

(m) Market  Price;  The  closing  sale price  (or,  if no closing  sale price is
reported,  the  average of the bid and asked  prices)  reported  on the Now York
Stock  exchange  or, in the event the Option  Security  is not listed on the New
York Stock  Exchange,  such other national or regional stock exchange upon which
the Option Security Is listed and principally  traded. If the Option Security is
not listed on a national or regional securities exchange,  then the Market Price
will be the average of the closing bid and asked prices reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ").

(n) Option:  The right, but not the obligation,  of the holder (purchaser) of an
Option to  purchase  from the  issuer  (seller)  of the Option (in the case of a
"Call  Option")  or to sell to its  issuer (In the case of a "Put  Option")  the
number of Contracts set forth in the applicable Confirmation.

(o) Option  Security:  With  respect to any Option,  the security of the Company
identified in the related Confirmation for purchase or sale upon exercise of the
Option.

(p) Other Expenses,  In relation to an Early Termination Date, all costs, losses
and expenses (including,  without limitation,  legal fees, stamp,  registration,
documentation  and similar taxes, and value added taxes but for the avoidance of
doubt,  without duplication of any amounts failing within  subparagraphs (i) and
(ii) of the definition of Early Termination  Amount) incurred or suffered by the
Non-Defaulting  Party as a result of the other party's default,  any steps taken
by ft to  implement,  protect or enforce its rights under the  Agreement and all
commercially  reasonable  steps  taken by it as a result of the  default  (or in
contemplation of the impending  default),  including  purchase or sale of Option
Securities pursuant to Options exercised but not settled, In order to unwind any
hedges or cover any expenses,

(q) Premium., The purchase price of an Option specified in the Confirmation.

(r) Quotation.,  In respect of an Option, a quotation from a Major Dealer of the
amount that would be required to be paid by or to the  Non-Defaulting  Party for
an instrument  that would have the effect of preserving the economic  equivalent
of the payment and/or delivery obligations of the parties under





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the Option that would,  but for the  occurrence of the Early  Termination  Date,
otherwise have fallen due.

(s)  Replacement  Value:  With  respect to an  Option,  the value of the  Option
calculated as an amount
equal to:
     (i)    the arithmetic mean of three Quotations; or
     (ii)   if only two  Quotations  are available to the Non-Defaulting  Party,
            the arithmetic mean of those two Quotations; or
     (iii)  if only one Quotation Is available, that Quotation; or
     (iv)   if  no   Quotation   Is   available,   the  amount  reasonably
            determined by the Non-Defaulting Party to be the value of the Option
            on the Early Termination Date.

(t)  Settlement  Value;  The amount In U.S.  dollars by which the Exercise Price
exceeds  the Market  Price (in the case of a Put  Option)  or the  Market  Price
exceeds  the  Exercise  Price  (in the case of a Call  Option)  in  either  case
multiplied by the number of shares of the Option Security covered by an exercise
notice given  pursuant to Section 3 below.  The Market Price shall be determined
as of the  Exercise  Date,  or,  If an  Averaging  Period  is  indicated  in the
Confirmation,  the  average of the Market  Prices for each  Business  Day in the
Averaging Period.

2.  Adjustments . The Exercise Price and the Trading Units of an Option are each
subject to adjustments as follows:

(a)  During  the term an Option is in effect  (the  "Exercise  Period"),  if any
adjustment is made by the Options Clearing Corporation or its successors ("OCC")
in the terms of  outstanding  OCC-issued  options ("OCC  Options") on the Option
Securities,  an equivalent and pro rata adjustment shall be made in the terms of
such  Option to the extent  such  adjustment  is  applicable  on the date of any
exercise  of such  Option,  Except as provided in  Sub-paragraph  (b) below,  no
adjustments shall be made in the terms of such Option in any event that does not
result  in an  adjustment  to the terms of  outstanding  OCC  Options  on Option
Securities. Without limiting the generality of the foregoing NO ADJUSTMENT SHALL
BE MADE IN THE  TERMS OF ANY  OPTION  FOR  ORDINARY  CASH  DIVIDENDS  ON  OPTION
SECURITIES.  A summary of the terms under which the OCC may make  adjustments is
set forth below:

      (i) Whenever  there is a dividend,  stock  dividend,  stock  distribution,
stock split, reverse stock split, rights offering, distribution, reorganization,
recapitalization,  reclassification  or  similar  event in respect of the Option
Securities or a merger, consolidation,  dissolution or liquidation of the issuer
of the Option Securities,  the number of option contracts,  the unit of trading,
the exercise price, and the Option  Securities,  or any of them, with respect to
all outstanding  option contracts open for trading in the Option  Securities may
be adjusted.

      (ii) All  adjustments  pursuant to this Section shall be made by GS&Co. by
reference  to  actions  taken  by the  Securities  Committee  of the  OCC and in
consultation with the Company,  The Securities  Committee  determines whether to
make  adjustments  to  reflect  particular  events  in  respect  of  the  Option
Securities  and the  nature  and  extent  of any such  adjustment,  based on Its
judgment as to what is  appropriate  for the  protection  of  Investors  and the
public  Interest,  taking into  account  such factors as fairness to holders and
writers of option contracts on the Option Securities,  the maintenance of a fair
and  orderly  market  in  options  on  the  Option  Securities,  consistency  of
Interpretation and practice,  efficiency of exercise settlement procedures,  and
the coordination with other clearing agencies of the clearance and settlement of
transactions in the Option Securities.  The Securities Committee of the OCC may,
in addition to determining adjustments on a case-by-case basis, adopt statements
of policy or  interpretation  having general  application to specified  types of
events.

      (iii) In the case of a stock dividend,  stock  distribution or stock split
whereby  one  or  more  Option  Securities  are  issued  with  respect  to  each
outstanding Option Security, each Option covering the Option Securities shall be
increased by the same number of additional rights as the number of shares Issued








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with respect to each Option  Security  under the Option.  The Exercise Price per
share in  effect  immediately  prior  to such  event'  shall be  proportionately
reduced, and the unit of trading shall remain the same.

      (iv) In the case of a stock  dividend,  stock  distribution or stock split
whereby other than a whole number of Option  Securities are issued in respect of
each outstanding  share, the Exercise Price in effect  immediately prior to such
event shall be proportionately reduced, and conversely, in the case of a reverse
stock split or combination of shares of the Option Security,  the Exercise Price
in effect  immediately prior to such event shall be  proportionately  increased,
Whenever  the  Exercise  Price with  respect  to an Option  has been  reduced or
increased in accordance with this Sub-paragraph  (iv), the unit of trading shall
be proportionately increased or reduced, as the case may be.

      (v)  In  the  case  of  any  distribution  made  with  respect  to  Option
Securities,  other than cash  distributions  subject to paragraph  (a) and other
than distributions for which adjustments are provided in Sub-paragraphs (iii) or
(iv), if an adjustment is determined by the  Securities  Committee of the OCC to
be appropriate,  1) the Exercise Price in effect immediately prior to such event
shall be reduced by the value per share of the  distributed  property,  in which
event the unit of trading  shall not be  adjusted,  or 2) the unit of trading in
effect  Immediately  prior to such event  shall be adjusted so as to include the
amount of  property  distributed  with  respect  to the  number of shares of the
Option  Security  represented  by the unit of  trading  in affect  prior to such
adjustment, in which event the Exercise Price shall not be adjusted.

      (vi)  Adjustments  shall as a general  rule  become  effective  on  the
"ex-date"  established by the primary market on which the Option  Securities are
open for trading.

(b) If at any time during the life of an Option  there  shall be no  outstanding
OCC  options  on  Option  Securities,  and an event  shall  occur  for  which an
adjustment might have been required under the ByLaws,  Rules and stated policies
of the OCC applicable to the adjustment of OCC options, as described above, (the
"OCC Adjustment Rules"),  Company and GS&Co. shall mutually determine,  applying
the  principles  set forth in the OCC  Adjustment  Rules,  whether to adjust the
terms of such Option), and the nature of any such adjustment.

(c) No adjustment of the Exercise Price shall be required unless such adjustment
would  require an increase or decrease in such price of at least one U.S.  cant:
provided that any adjustment  which by reason of this  Sub-paragraph  (e) is not
required to be made shall be carried  forward and taken into account (as if such
adjustment  had  been  made at the  time  when it  would  have  made but for the
provisions  of  this  Sub-paragraph  (c))  in  any  subsequent  adjustment.  All
calculations under this Subparagraph shall be made to the nearest U.S. cent with
five tenths or more of a U.S. cent to be considered (rounded up) a full cent.

(d) If the  Exercise  Date  falls on or after a date with  effect  from which an
adjustment takes.  retroactive  affect pursuant to any of the provisions of this
Section 2 and such  adjustment has not yet been reflected on such Exercise Date,
the  Settlement  Value  will  be  adjusted  to  reflect  the  additional  Option
Securities,  being  equal to the excess of the  number of the Option  Securities
which would have been used In the  calculation of the  Settlement  Value at such
retroactively  adjusted  Exercise  Price  over the  number of Option  Securities
covered by the Option immediately prior to such adjustment.

3.  Exercise Procedure; Automatic Exercise.

(a) An Option  may be  exercised  by the  holder  thereof  by  giving  notice of
exercise either orally or In writing to the person specified for such purpose in
the space provided  below the signature  block of this Agreement or as otherwise
notified in writing to the holder of such Option.  Oral notice of exercise shall
be confirmed in writing  within three  Business Days. An Option may be exercised
only in whole and not in part unless  "Exercisable in part" is speoff led in the
related Confirmation,






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(b) If the holder has not given  notice of  exercise  or notice of intent not to
exercise to 'the writer by 4:30 P.M., New York time, on the Expiration Date, the
Option  shall be deemed to have been  exercised  by the holder if such Option is
in-the-money  based upon the Market Price on the  Expiration  Date. An Option is
"in the money" as of 4.30 P.M. on the Expiration Date if the Settlement Value of
the unexercised portion of such Option Is based on an amount equal to or greater
than  twenty-five  cents ($.25) per share.  GS&Co.  shall  attempt to notify the
Company of such automatic exercise as soon as practicable but in any case by the
close of business in New York on the Business Day following the Expiration Date.
Failure or  inability  to give such notice  will not affect the  validity of the
exercise.

4.  Exercise  Limit.  If an Option is an  American  style  option,  the  maximum
aggregate  number of shares of the Option  Securitry as to which such Option and
any similar (i.e.,  put or call) Option then outstanding may be exercised by the
holder on any  Business  Day is the number of shares,  if any,  specified In the
related Confirmation as the "Exercise Limit".

5.  Settlement upon Exercise.

     (a) If "Physical  Settlement"  is  specified  In the related  Confirmation,
within three  Business Days following the Exercise Date (or such other period as
agreed to by the Company and GS&Co.) payment for the Option  Securities shall be
made at the Exercise  Price per share  therefor in clearing  house funds against
delivery of such Option Securities.  Option Securities will be delivered in good
transferable form as is customary for that type of Option Security.  Whenever an
Option security is transferable or deliverable by wire transfer or book entry at
a depository or clearing  house at which both parties or their  clearing  agents
are members,  such method will be used to effect transfer or delivery,  Physical
delivery shall only be made if the foregoing cannot be affected.

      (b) If "Net Share  Settlement"  is specified in the related  Confirmation,
then the Company may elect to have the related Option settled by payment of the,
Settlement  Value in  shares of the  Option  Security  by giving  notice of such
election to GS&Co. at least two Business Days before the Exercise Date, provided
that,  the Option  Security  shall be listed  for  trading on the Now York Stock
Exchange or Nasdaq at the time of such notice and on the Exercise Day.

     If such election is made, settlement " be made by delivery of the number of
shares of the Option Security equal in value to the Settlement  Value, with such
shares  valued  based on the  average of the Market  Prices for the  consecutive
Business  Days in the Net  Share  Valuation  Period.  The "Net  Share  Valuation
Period" shall  commence on (but exclude) the final Business Day of any Averaging
Period and end on (and  include) the date which follows it by the same number of
Business Days in the Averaging  Period.  If no Averaging  Period is indicated on
the  Confirmation,  the Net  Share  Valuation  Period  shall be deemed to be the
Business Day following the Exercise Date.  Delivery of such shares shall be made
"free" in good  transferable  form by the third  Business Day  following the Net
Share Valuation Period.

      Net Share  Settlement of an Option issued by the Company is subject to the
following conditions precedent being fulfilled on the Exercise Date: the Company
shall have (i) registered pursuant to an effective registration statement -filed
under the Securities  Act of 1933. as amended,  the offering and sale by Goldman
of not less than 125% of the shares of the Option Security  necessary to fulfill
the delivery  obligation by the Company  assuming that the number of such shares
were  determined on the basis of the average of the Market Price on the five (5)
Business Days prior to the Exercise Date;  (ii) delivered to Goldnan such number
of prospectuses  relating thereto as Goldman shall have reasonably requested and
(iii) entered into an indemnification agreement reasonably acceptable to Goldman
covering the  information  contained  in such  prospectus.  If these  conditions
precedent  are not  satisfied  on the  Exercise  Date,  Goldman may require such
Option to be physically settled pursuant to Section 5(a).






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(c) Settlement for Fair Value:  On any Business Day prior to the Expiration Date
(the 'Notification Date"), the Company may irrevocably elect to Net Share Settle
an Option (in whole or in part) at the fair market value (as  determined  below)
by orally  notifying  GS&CQ.  of the number of shares of the Option Security for
which such election  applies,  The Company shall deliver  written notice of such
election by the close of business on the following Business Day by fax to Rachel
Parrish at 212-346-2126.  Upon receiving such notice,  GS&Co.  will quote to the
Company a  "Settlement  Warrant  Price",  and a  "Settlement  Share  Price" both
expressed in dollars per share. If the Company  accepts such Settlement  Warrant
Price and Settlement Share Price, the "Settlement Value" shall be the product of
(i) the number of shares designated by the Company on its notice,  multiplied by
(ii)  the  Settlement  Warrant  Price.  Where  an  Option  is to be  settled  by
Settlement  for Fair Value,  the options shall settle on the third  Business Day
following the Notification  Date by delivery of a number of shares to the holder
of such Option. Where the Company is the writer of such Option, then delivery at
shares under this provision is subject to the conditions  precedent set forth In
paragraph 5 (d)

(d) With respect to any Option that is to be settled by Net Share Settlement, if
GS&Co.  determines  that a Market  Disruption  Event is  occurring on what would
otherwise  be the  Exercise  Date,  then  the  Exercise  Date  shall be the next
Business Day on which a Market Disruption Event is not occurring,  provided that
if a Market Disruption Event is still subsisting on the fifth Business Day after
the Exercise  Date,  then such fifth Business Day shall be the Exercise Date and
GS&Co.  shall determine the Market Price as of such fifth day. In the event that
GS&Co.  determines that a Market Disruption Event is occurring on a Business Day
in an Averaging Period or a Net Share Valuation  Period,  then such period shall
be extended so that the number of Business Days in such period on which a Market
Disruption  Event is not  occurring  equals the number of days  indicated in the
Confirmation  for the Averaging  Period,  provided  that if a Market  Disruption
Event is subsisting for five Business  Days,  then such fifth Business Day shall
be deemed to conclude the Average Period or the Net Share Valuation Period.


6. No  Default,  Each  obligation  of a party In rasped of each Option to make a
payment or deliver Option Securities is subject to the condition  precedent that
no Event of  Default  or event  that,  with the  lapse Of time or the  giving of
notice or both, would become an Event of Default by the other party has occurred
and is continuing.

7.  Representations, Warranties and Covenants

(a) The Company and GS&Co each  represent  and warrant to and covenant  with the
other with respect to this  Agreement  and each option  entered  into  hereunder
that:

      (i) This  Agreement  has been duly  authorized,  executed and delivered by
such party and constitutes its valid and legally binding obligation, enforceable
against  such party In  accordance  with its terms;  and the  issuance  sale and
purchase,  as the case may be, of each Option will be duly authorized,  executed
and, when delivered by such party, will constitute the valid and legally binding
obligation of such party  enforceable  against such party in accordance with the
terms thereof,

      (ii) The execution and delivery of this  Agreement by such party does not,
and the  performance  by it of its  obligations  hereunder and under each Option
will not,  violate,  conflict with or constitute a breach under any agreement or
instrument to which it is party or which is binding on any of its properties.

(b) Each party  represents  and  warrants  to the other that it has the right to
enter into the Option transactions entered into hereunder,

(c) In addition to the foregoing, the Company represents and warrants to Goldman
that (1) as of the trade date of each Option hereunder the Company's most recent
Annual Report on Form 10-K, together with all reports  subsequently filed by the
Company pursuant to the Exchange Act, taken together, do not









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contain any untrue  statement  of a material  fact or any omission of a material
fact required to be stated therein or necessary to make the statements  therein,
In the light of the  circumstances in which they were made, not misleading;  and
(ii) it has taken such advice from its legal, tax and accounting  advisors as it
has deemed  necessary prior to entering into this Agreement,  and is not relying
on Goldman for any such advice  regarding  this  Agreement or any action  either
party may take or refrain from taking thereunder.

8. Default.  If any of the following  events (each an "Event of Default")  shall
   occur with  respect to a party to an Option  (the  "Defaulting  Party"),  the
   party which is not in default  (the  "Non-Defaulting  Party")  shall have the
   rights set forth in Section 9:

     (i) the  Defaulting  Party fails to perform any  obligation  required to be
performed under this Agreement or any Option entered into hereunder,  Including,
without limitation, the failure to pay any Premium when due, and such failure is
not cured within three Business Days after receipt of notice thereof;

     (ii) the Defaulting  Party  repudiates any of Its obligations  hereunder or
under any Option;

     (iii) a case in bankruptcy shall be commenced or consented to or a petition
for the  appointment  of a receiver  shall be filed by the  Defaulting  Party or
brought  against  the  Defaulting  Party or the  Defaulting  Party  shall make a
general  assignment  for the benefit of creditors or admit in writing that it is
unable to pay its debts as they become due, or shall suspend the  transaction of
its usual business or any material  portion thereof or (if a corporation)  shall
be dissolved or shall be a party, other than the surviving party, to a merger or
consolidation; or

     (iv) the  Non-Defaulting  Party shall reasonably believe in good faith that
the  Defaulting  Party will be unable to meet its  obligations  when due for any
reason and the  Defaulting  Party fails,  after 10 Business  Days prior  written
notice from the Non-Defaulting  party to provide the  Non-Defaulting  Party with
adequate assurance of Its ability to perform.

9.    Remedies.

(a) Upon the occurrence of an Event of Default and with respect to all unexpired
but unexercised  Options (for which purpose a partially  exercised  Option is an
unexercised Option but only as to the unexercised  portion),  the Non-Defaulting
Party may by  written  notice to the  Defaulting  Party  sent while the Event of
Default is continuing and a specifying  the relevant Event of Default,  elect to
terminate  and settle all Options  (but not some only) in  accordance  with this
Section 9 on the Early  Termination  Date,  being the date  specified  in and no
earlier than the date of the notice.

(b)  If an  Early  Termination  Date  occurs,  the  Non-Defaulting  Party  shall
calculate  the Early  Termination  Amount  payable by one party to the other and
shall as soon as reasonably practicable give to the Defaulting Party a statement
thereof (including details of any relevant Quotations).

(c)  The  Early  Termination  Amount  shall  be  payable  on  the  Business  Day
immediately  after  notice of its amount Is given to the  Defaulting  Party and,
unless payable by the Non-Defaulting Party, shall be paid together with interest
thereon from (and including) the Early  Termination  Date to (but excluding) the
date of payment at the rate, to the extent permitted by applicable law, of 2 per
cent per annum above Morgan Guaranty Trust Company's prime (or base)  commercial
loan rate for short term borrowings as In effect from time to time.

      The parties agree that the amounts  recoverable under this Section 9 are a
reasonable  preestimate of loss and not a penalty,  Such amounts are payable for
the loss of bargain and the loss of protection against future risks.






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(e) The Non-Defaulting  Party's rights under this Section 9 shall be in addition
to,  and  not in  limitation  or  exclusion  of,  any  other  rights  which  the
Non-Defaulting  Party  may  have  (whether  by  agreement,  operation  of law or
otherwise) against the Defaulting Party.

10.  Miscellaneous.

(a) A  Confirmation  sent by GS&Co.  to the  Company on a Business  Day shall be
deemed to have been  received  by the  Company on the same day (or, if sent on a
day which is not a Business Day, on the next succeeding Business Day) if sent by
same-day  messenger,  by telex  or other  telecommunication  device  capable  of
transmitting or creating a written record of transmission,  and on the third day
after the day It Is sent if by first class mail,  postage prepaid (or, if mailed
on a day which is a Federal  holiday,  three days after the next  succeeding day
which is not a Federal  holiday).  If the  Company  fails to object to the terms
contained in a Confirmation  within three  Business Days after receipt  thereof,
the terms of such Option (as evidenced by the  Confirmation)  shall be deemed to
have been accepted,

(b) Neither  this  Agreement  nor any Option may be assigned or  transferred  by
either  party  hereto  without  the  consent of the other  party,  except for an
assignment and delegation of all of GS&Co.'s rights and obligations hereunder in
whatever  form  GS&Co.   determiner,   may  be  appropriate  to  a  partnership,
corporation,  trust or other  organization in whatever form that succeeds to all
or  substantially  all of GS&Co.'s  assets and  business  and that  assumes such
obligations by contract, operation of law or otherwise. Upon any such delegation
and assumption of obligations,  GS&Co. shall be relieved of and fully discharged
from all obligations  hereunder,  whether such obligations arose before or after
such delegation and assumption.

(c) This  Agreement  shall be governed by and construed In  accordance  with the
Internal laws of the State of Now York,  United States of America without giving
effect to conflicts of law principles.

(d) This Agreement and each Option  entered into  hereunder  shall be subject to
all laws, rules and regulations applicable thereto, including, but not by way of
limitation,  the  provisions of the  Securities  Act of 1933, and the Securities
Exchange Act of 1934, as amended and all rules and  regulations,  promulgated or
to be promulgated thereunder.  The Company and GS&Co., each acknowledge that the
Options  acquired by it from the other party  hereunder  will not be  registered
under the Securities Act of 1933, as amended (the "Act") and will be sold by the
issuer of the Option in  reliance  upon the  exemption  for  private  placements
pursuant to Section 4(2) of the Act.

(e) The parties agree that this  Agreement and the terms of each Option  entered
into  hereunder  are  confidential  and may not be publicly  disclosed by either
party  except with the prior  written  consent of the other party or pursuant to
the demand or requirement of any court or regulatory agency having  jurisdiction
over a party.














                                        8


<PAGE>


(f) Each Option is being entered Into by the parties  hereto acting as principal
for their  respective own account.  Subject to the  termination of any Option by
expiration or full performance  upon exercise,  no failure on the part of either
party to exercise,  and no delay In exercising,  any contractual  right prior to
termination  of any such Option as aforesaid  will operate as a waiver  thereof,
nor will any single or partial  exercise by either  party of any right  preclude
any other or future  exercise  thereof or the  exercise of any other  right.  No
modification or waiver of any provision  hereof nor any consent to any departure
by either party therefrom shall In any event be effective  unless the same shall
be in writing,  and then such waiver or consent  shall be effective  only in the
specific  instance  and for the purpose  for which  given,  All written  notices
hereunder  shall be sent to a party at its  address by mail,  hand  delivery  or
facsimile  transmission  as set forth below,  or to such other  address or telex
number as a party shall have last  notified  the other  party in writing,  or to
such other  address as either party shall have last  notified the other party in
writing.  For purposes of telephone notice,  GS&Co.'s relevant  telephone number
and the  Company's  relevant  telephone  number are set forth  below and each of
GS&Co. and the Company shall notify the other in writing of any change thereof.

11. Arbitration.

(a) Arbitration Is final and binding on the Company and OS&CO.

(b) The Company  and OS&CO.  am waiving  their right to seek  remedies In court,
including the right to a jury trial.

(c) Pre-arbitration  discovery is generally more limited than and different from
court proceedings.

(d) The arbitrator's  award is not required to include factual findings or legal
reasoning and any party's right to appeal or to seek  modification of rulings by
the arbitrators Is strictly limited.

(e) The panel of arbitrators  will  typically  Include a minority of arbitrators
who were or are affiliated with the securities Industry.

      Any controversy between or among GS&Co. or ft affiliates, or any of Its or
their partners, directors, agents or employees, on the one hand, and the Company
or Its agents and affiliates,  on the other hand,  arising out of or relating to
this  Agreement  or any  Option  entered  into  hereunder,  shall be  settled by
arbitration,  In  accordance  with the then current  rules of, at the  Company's
election,  the  American  Arbitration  Association  ("AAA',)  or  the  Board  of
Arbitration of the Now York Stock Exchange  ("BANYSE").  If the Company does not
make such  election  by  registered  mail  addressed  to OS&CO.  within five (5)
Business  Days  after  receipt  of  notification  from  GS&Co.  requesting  such
election,  then the Company Irrevocably  authorizes OS&CO. to make such election
on  behalf of the  Company.  The award of the  arbitrators  shall be final,  and
judgment upon the award rendered may be entered in any court,  state or Federal,
having jurisdiction.

Neither party shall bring a putative or certified  class action to  arbitration,
nor seek to enforce any pro-dispute arbitration agreement against any person who
has Initiated in court a putative  class  action;  who is a member of a putative
class who has not opted out of the, class with respect to any claims encompassed
by the putative class action until:

      (i)     the class certification is denied;

      (ii)    the class is decertified; or

      (iii)   the customer is excluded from the class by the court.

Such  forbearance  to enforce an agreement to arbitrate  shall not  constitute a
waiver of any rights under this agreement except to the extent stated herein.






                                        9



<PAGE>


      By  signing  below,  the  Company  acknowledges  receipt of a copy of this
Options  Agreement A pre-dispute  arbitration  clause is contained in Section 11
hereof.


                              GOLDMAN, SACHS & CO.
                              Name:    Tony Monaco
                              Address: 86 Broad Street New York, New York 10004

                              Telex No.:
                              Domestic:     WU Tlex 12-5654 Goldsachs
                              International:ITT421344GOLSAX
                                            TRT 177784 GSUT
                                            WUI62506G0LSAC
                              Telefax No.:   212-902-8996
                              Telephone No.: 212-902-0112

                              Exercise Notice to:     Equity Operations:
                                                      Options and Derivatives

Accepted and Agreed to this
 9 day of September, 1998,


Premisys Communications, Inc.

By: /s/ John J. Hagedorn
John J. Hagedorn
48664 Milmont Drive, Fremont, CA 94538

Telex No.:
      Domestic:
      International:


Telefax No.:   510-353-2321
Telephone No.: 510-353-2768

                       Robert W. Dilfer, VP and Corporate Controller
Exercise Notice to:   ---------------------------------------------------------

                         Above address and fax number















                                       10



<PAGE>


                       Performance Assurance Amendment to
                    OTC Issuer Stock Option Master Agreement


  Goldman,  Sachs  & Co.  ("GS&Co.")  and  Premisys  Communications,  Inc.  (the
  "Company"),  having  entered into an OTC Issuer Stock Option Master  Agreement
  (the  "Master  Agreement"),  agree that the Master  Agreement  is amended  and
  modified by adding the following subsections which shall form and be a part of
  the Master  Agreement  as though  included[  therein as of the date the Master
  Agreement became effective.


  1. Performance Assurance

  (a) For each option, the Company's  "Performance  Assurance Requirement" as of
      any day shall equal such Option's in-the-money amount on such day (if any)
      provided that in no event shall the Performance  Assurance Requirement for
      an Option be less than zero.

  (b) The Company's "Aggregate  Performance Assurance Requirement" as of any day
      shall equal the sum of (i) the Company's  Basic Amount,  plus (ii) the sum
      of the Performance Assurance  Requirements on such day for all outstanding
      Options written by such party under the Master Agreement.

  (c) "Basic Amount" shall mean 15% of the Aggregate Put Strike Price Value.

  (d) "in-the-money" shall mean an amount equal to the product of the excess (if
      any) of the Option Exercise price over the Market Price, multiplied by the
      quantity of Option Securities in respect of such Option.










<PAGE>


2.   Payment/Delivery of Performance Assurance

(a)  The  Company  will,  on  demand  by  GS&Co.,  pay  or  deliver  to  GS&Co.,
     Performance   Assurance  equal  to  the  Company's  Aggregate   Performance
     Assurance Requirement;

(b)  Performance  Assurance  is due by the close of  business in New York on the
     next Business Day following demand.

3.   Grant of Security Interest

The Company hereby grants to GS&Co. a first priority  security interest in and a
lien upon all Performance Assurance and all property included therein,  together
with the proceeds thereof, any distributions  thereon and any property delivered
in substitution therefor, as security for the satisfaction of the obligations of
the  Company  under the  Master  Agreement.  In the  event of a  default  by the
Company,  GS&Co.  shall have all of the rights With  respect to the  Performance
Assurance  granted to a secured party under the Uniform  Commercial Code as then
in effect in the State of New York. GS&Co.  shall have the unrestricted right to
use any property  included in the  Performance  Assurance  (subject  only to its
obligation  to return such  property,  or  property  of the same  class,  Issue,
issuer,  series,  principal amount,  maturity and value to Company in accordance
with the terms hereof),  including but not limited to the fight to rehypothecate
or transfer such property to third parties.

Performance  Assurance  shall at all times  remain the  property  of the Company
subject only to the extent of the interest and rights  therein of GS&Co.  as the
pledgee and secured party thereof.

4. Value of Performance Assurance

Performance  Assurance  shall be  provided by the  deposit  with GS&Co.  of cash
("Cash Performance  Assurance") or securities  reasonably  acceptable to GS&Co.,
which shall  consist of the  following  types and shall be valued at the current
market value as  determined in good faith by GS&Co.  less the  percentage of the
current market value indicated below:











<PAGE>


  Securities issues or guaranteed by the united States or its Agencies

     Less than one year to maturity                                           1%

     One year but less than three years to maturity                           2

     Three years but less than five years to maturity                         3

     Five years but less than ten years to maturity                           4

     Ten years but less than twenty years to maturity                         5

     Twenty years or more to maturity                                         6

   U.S. Dollar denominated commercial paper rated at least Al/PI With
   less than 90 days to maturity (cannot constitute more than 20% of the
   required Performance Assurance                                             5

   U.S. Dollar denominated Municipal Bonds rated at least A3/A-   Maximum of 30%
                                                                  of Face Value 
                                                                  or 8% of 
                                                                  Market Value

   Other Securities acceptable to GS&Co.                      (to be determined)




5.  Return of Performance Assurance

If  Performance  Assurance  held  by  GS&Co.  exceeds  the  Company's  Aggregate
Performance Assurance Requirement,  then GS&Co. shall, at the Company's request,
return  Performance  Assurance to the Company sufficient to reduce the amount of
Performance  Assurance  hold by GS&Co.  to an amount not less than the Company's
Aggregate Performance Assurance Requirement.  GS&Co. will return all Performance
Assurance if the Company's Aggregate Performance Assurance Requirement is zero.

Agreed to on September 9, 1998

   Goldman, Sachs & Co.                            Premisys Communications, Inc.



   By: /s/ Eric Schwartz                              By: /s/ John J. Hagedorn
   Name  Eric Schwartz                                Name John J. Hagedorn
   Title: Managing Director                           Title: VP/CFO






<PAGE>


                           EQUITY OPTION CONFIRMATION

                                                        September 10, 1998
                                                        Trade Date
To:         Premisys Communications, Inc. (the "Company")
Attention:  John Hagedorn

Ladies and Gentlemen:

This  Confirmation of the option  transaction  described  below  supplements any
prior  confirmation  furnished to you in connection with such option transaction
and supplements,  forms a part of, and is subject to the agreement  entered into
between us containing terms and conditions  governing  over-the-counter  options
transactions for ft above referenced account.

         I.   Transaction:       The Company x  bought   _ sold
         II.  Option Security:   The Company's Common Stock ("PRMS")
         III. No. of Contracts:  7,500 (100 shares per contract)
         IV.  Expiration Date:   January 29,1999
         V.   Exercise Price:    $11.625 per share
         VI.  Premium:           $1.67 per share, net Total: $1,250,000.00
                                 Due and payable on September 15, 1999
         VII. Type of Option:      Put           X Call
                                   American      X European
                                   Exercise Limit:
         VIII.    Exercise:      X Physical Settlement   Cash Settlement
                                   Net Share Settlement

         IX.  Exercise Notice:   By telephone to writer's representative named
                                 below at writer's telephone number indicated
                                 below. Confirm in writing by fax to writer's
                                 number, at writer's address below.
         X.  Special terms:   Exercisable in whole only    X Exercisable in part
                           X  Net Share Settlement at Company's Election

     The  Exercise  Price shall be increased by an amount per share equal to the
     amount by which the  Market  Price on the  Expiration  Dale (if  physically
     settled) or the Market Price as used in determining  the  Settlement  value
     (if cash settled) exceeds $20.00 per share.

     If Net Share Settlement is elected, the Market Price as used In determining
     the Settlement  Value will be the average of the Market Prices for the five
     trading days commencing an (and including) the Expiration Dale. The options
     will be settled on the third  Business Day following the  determination  of
     the Settlement Value.

                                         Very truly yours,  GOLDMAN, SACHS & CO.

                                            By: /s/ Richard Sussman
                                                Managing Director

Please sign and return a copy of this Confirmation to Rachel Parrish at the
address below
                                            Phone:   212-902-1722
                                            Fax:     212-346-2126
                                            Address: 1 New York Plaza,50th Floor
                                                     New York, NY 10004
                                            Exercise Notice to:Equity Operations
                                                     Options & Derivatives
                                            Attn:        Tony Monaco
Accepted and Agreed to on this
 9th  day of September, 1998
Premisys Communications, Inc.
By: /s/ John Hagedorn
Name: John Hagedom
Title:     Chief Financial Officer, and Vice President, Finance
Phone:     510-353-2768
Fax:       510-353-2321
Exercise Notice to:
<PAGE>
                           EQUITY OPTION CONFIRMATION

                                                        September 10, 1998
                                                        Trade Date
To:         Premisys Communications, Inc. (the "Company")
Attention:  John Hagedorn

Ladies and Gentlemen:

This  Confirmation of the option  transaction  described  below  supplements any
prior  confirmation  furnished to you in connection with such option transaction
and supplements,  forms a part of, and is subject to the agreement  entered into
between us containing terms and conditions  governing  over-the-counter  options
transactions for ft above referenced account.

         I.   Transaction:       The Company     bought      X    sold
         II.  Option Security:   The Company's Common Stock ("PRMS")
         III. No. of Contracts:  10,000 (100 shares per contract)
         IV.  Expiration Date:   January 29,1999
         V.   Exercise Price:    $10.625 per share
         VI.  Premium:           $1.25 per share, net Total: $1,250,000.00
                                 Due and payable on September 15, 1999
         VII. Type of Option:    X Put        Call
                                   American  X European
                                   Exercise Limit:
         VIII.    Exercise:      X Physical Settlement   Cash Settlement
                                   Net Share Settlement

         IX. Exercise Notice:By telephone to writer's representative named below
                             at writer's telephone number indicated below.
                             Confirm in writing by fax to writer's number, at
                             writer's address below.
         X.  Special terms:  Exercisable in whole only    X Exercisable in part
                           X Net Share Settlement at Company's Election

     The  Exercise  Price shall be increased by ft amount per share equal to the
     amount by which the  Market  Price on the  Expiration  Dale (if  physically
     settled) or the Market Price as used in determining  the  Settlement  value
     (if cash settled) exceeds $20.00 per share.

     If Net Share Settlement is elected, the Market Price as used In determining
     the Settlement  Value will be the average of the Market Prices for the five
     trading days commencing an (and including) the Expiration Dale. The options
     will be settled on the third  Business Day following the  determination  of
     the Settlement Value.

                                          Very truly yours, GOLDMAN, SACHS & CO.

                                            By: /s/ Richard Sussman
                                                Managing Director

Please  sign and  return a copy of this  Confirmation  to Rachel  Parrish at the
address below
                                            Phone:   212-902-1722
                                            Fax:     212-346-2126
                                            Address: 1 New York Plaza,50th Floor
                                                     New York, NY 10004
                                            Exercise Notice to:Equity Operations
                                                           Options & Derivatives
                                            Attn:        Tony Monaco
Accepted and Agreed to on this
 9th  day of September, 1998
Premisys Communications, Inc.
By: /s/ John Hagedorn
Name: John Hagedom
Title:     Chief Financial Officer, and Vice President, Finance
Phone:      510-353-2768
Fax:       510-353-2321
Exercise Notice to:
<PAGE>
                           EQUITY OPTION CONFIRMATION

                                                        September 10, 1998
                                                        Trade Date
To:         Premisys Communications, Inc. (the "Company")
Attention:  John Hagedorn

Ladies and Gentlemen:

This  Confirmation of the option  transaction  described  below  supplements any
prior  confirmation  furnished to you in connection with such option transaction
and supplements,  forms a part of, and is subject to the agreement  entered into
between us containing terms and conditions  governing  over-the-counter  options
transactions for ft above referenced account.

         I.   Transaction:       The Company x  bought   _ sold
         II.  Option Security:   The Company's Common Stock ("PRMS")
         III. No. of Contracts:  7,500 (100 shares per contract)
         IV.  Expiration Date:   January 29,1999
         V.   Exercise Price:    $11.625 per share
         VI.  Premium:           $2.33 per share, net Total: $1,750,000.00
                                 Due and payable on September 15, 1999
         VII. Type of Option:      Put       X Call
                                   American  X European
                                   Exercise Limit:
         VIII.    Exercise:      X Physical Settlement    Cash Settlement
                                   Net Share Settlement

         IX. Exercise Notice:By telephone to writer's representative named below
                             at writer's telephone number indicated below.
                             Confirm in writing by fax to writer's number, at
                             writer's address below.
         X.  Special terms:  Exercisable in whole only   X Exercisable in part
                          X  Net Share Settlement at Company's Election

     The  Exercise  Price shall be increased by ft amount per share equal to the
     amount by which the  Market  Price on the  Expiration  Dale (if  physically
     settled) or the Market Price as used in determining  the  Settlement  value
     (if cash settled) exceeds $20.00 per share.

     If Net Share Settlement is elected, the Market Price as used In determining
     the Settlement  Value will be the average of the Market Prices for the five
     trading days commencing an (and including) the Expiration Dale. The options
     will be settled on the third  Business Day following the  determination  of
     the Settlement Value.

                                          Very truly yours, GOLDMAN, SACHS & CO.

                                            By: /s/ Richard Sussman
                                                Managing Director

Please sign and  return a copy of this  Confirmation  to Rachel  Parrish  at the
address below
                                            Phone:  212-902-1722
                                            Fax:    212-346-2126
                                            Address:1 New York Plaza, 50th Floor
                                                    New York, NY 10004
                                            Exercise Notice to:Equity Operations
                                                           Options & Derivatives
                                            Attn:        Tony Monaco
Accepted and Agreed to on this
 9th  day of September, 1998
Premisys Communications, Inc.
By: /s/ John Hagedorn
Name: John Hagedom
Title:     Chief Financial Officer, and Vice President, Finance
Phone:      510-353-2768
Fax:       510-353-2321
Exercise Notice to:
<PAGE>
                           EQUITY OPTION CONFIRMATION

                                                        September 10, 1998
                                                        Trade Date
To:         Premisys Communications, Inc. (the "Company")
Attention:  John Hagedorn

Ladies and Gentlemen:

This  Confirmation of the option  transaction  described  below  supplements any
prior  confirmation  furnished to you in connection with such option transaction
and supplements,  forms a part of, and is subject to the agreement  entered into
between us containing terms and conditions  governing  over-the-counter  options
transactions for ft above referenced account.

         I.   Transaction:       The Company     bought      X    sold
         II.  Option Security:   The Company's Common Stock ("PRMS")
         III. No. of Contracts:  10,000 (100 shares per contract)
         IV.  Expiration Date:   January 29,1999
         V.   Exercise Price:    $10.625 per share
         VI.  Premium:           $1.75 per share, net Total: $1,750,000.00
                                 Due and payable on September 15, 1999
         VII. Type of Option:    X Put          Call
                                   American   X European
                                   Exercise Limit:
         VIII.    Exercise:      X Physical Settlement    Cash Settlement
                                   Net Share Settlement

         lX. Exercise Notice:By telephone to writer's representative named below
                             at writer's telephone number indicated below.
                             Confirm in writing by fax to writer's number,
                             at writer's address below.
         X.  Special terms:  Exercisable in whole only   X Exercisable in part
                          X  Net Share Settlement at Company's Election

     The  Exercise  Price shall be increased by ft amount per share equal to the
     amount by which the  Market  Price on the  Expiration  Dale (if  physically
     settled) or the Market Price as used in determining  the  Settlement  value
     (if cash settled) exceeds $20.00 per share.

     If Net Share Settlement is elected, the Market Price as used In determining
     the Settlement  Value will be the average of the Market Prices for the five
     trading days commencing an (and including) the Expiration Dale. The options
     will be settled on the third  Business Day following the  determination  of
     the Settlement Value.

                                         Very truly yours,  GOLDMAN, SACHS & CO.

                                            By: /s/ Richard J Susan
                                                Managing Director

Please  sign and  return a copy of this  Confirmation  to Rachel  Parrish at the
address below
                                            Phone:  212-902-1722
                                            Fax:    212-346-2126
                                            Address:1 New York Plaza, 50th Floor
                                                    New York, NY 10004
                                            Exercise Notice to:Equity Operations
                                                           Options & Derivatives
                                            Attn:        Tony Monaco
Accepted and Agreed to on this
 9th  day of September, 1998
Premisys Communications, Inc.
By: /s/ John Hagedorn
Name: John Hagedom
Title:     Chief Financial Officer, and Vice President, Finance
Phone:     510-353-2768
Fax:       510-353-2321
Exercise Notice to:
<PAGE>