EXHIBIT 10(b)

                             GEOSCIENCE CORPORATION

                           1996 EQUITY INCENTIVE PLAN

                               (FIRST AMENDMENT)

     GeoScience Corporation, a Nevada corporation (the "Company"), hereby
amends and restates this GeoScience Corporation 1996 Equity Incentive Plan (this
"Plan"), effective as of April 28, 1997, subject to stockholder approval.

     1.  PURPOSE.  The purpose of the Plan is to promote the interests of the
Company by encouraging employees of, and consultants to, the Company and its
Affiliates and the directors of the Company and Tech-Sym Corporation, who are
not also employees of the Company or an Affiliate, to acquire or increase their
equity interests in the Company and to provide a means whereby such persons may
develop a sense of proprietorship and personal involvement in the development
and financial success of the Company, and to encourage them to remain with and
devote their best efforts to the business of the Company, thereby advancing the
interests of the Company and its stockholders. The Plan is also contemplated to
enhance the ability of the Company and its Subsidiaries to attract and retain
the services of individuals who are believed to be essential for the growth and
profitability of the Company.

     2.  DEFINITIONS.  As used in this Plan:

          (a)  "AFFILIATE" means, at any time, any corporation, partnership or
     other entity in which Tech-Sym or the Company, directly or indirectly, has
     a significant equity interest, as determined by the Committee.

          (b)  "APPRECIATION RIGHT" means a right granted pursuant to
     Paragraph 5.

          (c)  "AWARD" means an Appreciation Right, an Option Right, a
     Director Option, Phantom Shares, a Performance Unit, Bonus Stock,
     Restricted Stock or a Cash Tax Right.

          (d)  "BOARD" means the Board of Directors of the Company.

          (e)  "BONUS STOCK" means unrestricted shares of Common Stock granted
     pursuant to Paragraph 9.

          (f)  "CASH TAX RIGHT" means a right granted pursuant to Paragraph 10.

          (g)  "CHANGE IN CONTROL" shall occur if:

             (i) any "person," as such term is used in Section 13(d) and 14(d)
        of the Securities Exchange Act of 1934 (other than Tech-Sym, any trustee
        or other fiduciary holding securities under an employee benefit plan of
        Tech-Sym, or any company owned, directly or indirectly, by the
        stockholders of Tech-Sym in substantially the same proportions as their
        ownership of stock of Tech-Sym) together with its "Affiliates" and
        "Associates," as such terms are defined in Rule 12b-2 of the Exchange
        Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3
        under the Exchange Act), directly or indirectly, of securities of
        Tech-Sym representing 25% or more of the combined voting power of
        Tech-Sym's then outstanding securities;

             (ii) during any period of two consecutive years (not including any
        period prior to the effective date of this Plan), individuals who at the
        beginning of such period constitute the
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        Tech-Sym Board, and any new director (other than a director designated
        by a person who has entered into an agreement with Tech-Sym to effect a
        transaction described in clause (i), (iii) or (iv) of this definition)
        whose election by the Tech-Sym Board or nomination for election by Tech-
        Sym's stockholders was approved by a vote of at least two-thirds of the
        directors then still in office who either were directors at the
        beginning of the period or whose election or nomination for election was
        previously so approved, cease for any reason to constitute at least a
        majority thereof;

             (iii) the stockholders of Tech-Sym approve a merger or
        consolidation of Tech-Sym with any other company other than (1) a merger
        or consolidation which would result in the voting securities of Tech-Sym
        outstanding immediately prior thereto continuing to represent (either by
        remaining outstanding or by being converted into voting securities of
        the surviving entity) more than 80% of the combined voting power of the
        voting securities of Tech-Sym (or such surviving entity) outstanding
        immediately after such merger or consolidation, or (2) a merger or
        consolidation effected to implement a recapitalization of Tech-Sym (or
        similar transaction) in which no "person" (as hereinabove defined)
        acquires more than 25% of the combined voting power of Tech-Sym's then
        outstanding securities; or

             (iv) the stockholders of Tech-Sym adopt a plan of complete
        liquidation of Tech-Sym or approve an agreement for the sale, exchange
        or disposition by Tech-Sym of all or a significant portion of Tech-Sym's
        assets. For purposes of this clause (iv), the term "the sale, exchange
        or disposition by Tech-Sym of all or a significant portion of Tech-Sym's
        assets"shall mean a sale or other disposition transaction or series of
        related transactions involving assets of Tech-Sym or any subsidiary
        (including the stock of any subsidiary) in which the value of the assets
        or stock being sold or otherwise disposed of (as measured by the
        purchase price being paid therefor or by such other method as the
        Tech-Sym Board determines is appropriate in a case where there is no
        readily ascertainable purchase price) constitutes more than 25% of the
        fair market value of Tech-Sym (as hereinafter defined). For purposes of
        the preceding sentence, the "fair market value of Tech-Sym" shall be
        the aggregate market value of the outstanding shares of common stock of
        Tech-Sym (on a fully diluted basis) plus the aggregate market value of
        Tech-Sym's other outstanding equity securities. The aggregate market
        value of the shares of common stock of Tech-Sym shall be determined by
        multiplying the number of shares of Tech-Sym's common stock (on a fully
        diluted basis) outstanding on the date of the execution and delivery of
        a definitive agreement with respect to the transaction or series of
        related transactions (the "Transaction Date") by the average closing
        price of the shares of common stock of Tech-Sym for the ten trading days
        immediately preceding the Transaction Date. The aggregate market value
        of any other equity securities of Tech-Sym shall be determined in a
        manner similar to that prescribed in the immediately preceding sentence
        for determining the aggregate market value of the shares of common stock
        of Tech-Sym or by such other method as the Tech-Sym Board shall
        determine is appropriate.

     On and after the date the Company ceases to be a subsidiary (within the
meaning of Code Section 424) of Tech-Sym, the terms "Company" and
"Board"shall replace "Tech-Sym" and "Tech-Sym Board", respectively,
wherever such terms are used in this definition of Change in Control.

          (h)  "CODE" means the Internal Revenue Code of 1986, as in effect
     from time to time.

          (i)  "COMMITTEE" means the Compensation Committee of the Board.

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          (j)  "COMMON STOCK" means the Common Stock, $0.01 par value, of the
     Company or any security into which such Common Stock may be changed by
     reason of any transaction or event of the type described in Paragraph 14.

          (k)  "DATE OF GRANT" means (i) with respect to an Award other than a
     Director Option, the date specified by the Committee on which such Award
     will become effective (which date will not be earlier than the date on
     which the Committee takes action with respect thereto) and (ii) with
     respect to a Director Option, the automatic date of grant as provided in
     Paragraph 11.

          (l)  "DIRECTOR" means a director of the Company who is not also an
     employee of, or consultant to, the Company or an Affiliate.

          (m)  "DIRECTOR OPTION" means the right to purchase a share of Common
     Stock upon exercise of an option granted pursuant to Paragraph 11.

          (n)  "DIVIDEND EQUIVALENT" means, with respect to an Option Right or
     Phantom Share, an amount equal to the amount of any dividends that are
     declared and become payable after the Date of Grant for such Award and on
     or before the date such Award is exercised, paid or forfeited, as the case
     may be.

          (o)  "GRANT PRICE" means the price per share of Common Stock at
     which an Appreciation Right not granted in tandem with an Option Right is
     granted.

          (p)  "MANAGEMENT OBJECTIVES" means the objectives, if any,
     established by the Committee that are to be achieved with respect to an
     Award granted under this Plan, which may be described in terms of
     Company-wide objectives, in terms of objectives that are related to
     performance of a division, Subsidiary, department or function within the
     Company or a Subsidiary in which the Participant receiving the Award is
     employed or in individual or other terms, and which will relate to the
     period of time (Performance Cycle) determined by the Committee. The
     Management Objectives intended to qualify under Section 162(m) of the Code
     shall be with respect to one or more of the following (i) net earnings;
     (ii) operating income; (iii) earnings before interest and taxes ("EBIT");
     (iv) earnings before interest, taxes, depreciation, and amortization
     expenses ("EBITDA"); (v) earnings before taxes and unusual or
     nonrecurring items; (vi) revenue; (vii) return on investment; (viii) return
     on equity; (ix) return on total capital; (x) return on assets; (xi) total
     stockholder return; (xii) return on capital employed in the business;
     (xiii) stock price performance; (xiv) earnings per share growth; and (xv)
     cash flows. Which objectives to use with respect to an Award, the weighting
     of the objectives if more than one is used, and whether the objective is to
     be measured against a Company-established budget or target, an index or a
     peer group of companies, shall be determined by the Committee in its
     discretion at the time of grant of the Award. A Management Objective need
     not be based on an increase or a positive result and may include, for
     example, maintaining the status quo or limiting economic losses. The
     Committee, in its sole discretion and without the consent of the
     Participant, may amend (i) any stock-based Award to reflect (1) a change in
     corporate capitalization, such as a stock split or dividend, (2) a
     corporate transaction, such as a corporate merger, a corporate
     consolidation, any corporate separation (including a spinoff or other
     distribution of stock or property by a corporation), any corporate
     reorganization (whether or not such reorganization comes within the
     definition of such term in Section 368 of the Code), (3) any partial or
     complete corporate liquidation, or (4) a change in accounting rules
     required by the Financial Accounting Standards Board and (ii) any Award
     that is not intended to meet the requirements of Section 162(m) of the
     Code, to reflect significant event that the Committee, in its sole
     discretion, believes to be appropriate to reflect the original intent in
     the grant of

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     the Award. With respect to an Award that is subject to Section 162(m) of
     the Code, the Committee must first certify that the Management Objectives
     have been achieved before the Award may be paid.

          (q)  "MARKET VALUE PER SHARE" means, at any date, the closing sale
     price per share of the Common Stock on that date (or, if there are no sales
     on that date, the last preceding date on which there was a sale) in the
     principal market in which the Common Stock is traded.

          (r)  "OPTION PRICE" means the purchase price per share payable on
     exercise of an Option Right or Director Option.

          (s)  "OPTION RIGHT" means the right to purchase a share of Common
     Stock upon exercise of an option granted pursuant to Paragraph 4.

          (t)  "PARTICIPANT" means an employee of, or consultant to, the
     Company or any of its Affiliates who is selected by the Committee to
     receive an Award under any of Paragraphs 4 through 10 and shall also
     include a Director or Tech-Sym Director who has received an automatic grant
     of Director Options pursuant to Paragraph 11.

          (u)  "PERFORMANCE UNIT" means a unit equivalent to $100 (or such
     other value as the Committee determines) awarded pursuant to Paragraph 8.

          (v)  "PHANTOM SHARES" means notional shares of Common Stock awarded
     pursuant to Paragraph 7.

          (w)  "RESTRICTED STOCK" means shares of Common Stock granted or sold
     pursuant to Paragraph 6 as to which neither the ownership restrictions nor
     the restriction on transfers referred to therein has expired.

          (x)  "RULE 16B-3" means Rule 16b-3 of the Securities and Exchange
     Commission (or any successor rule to the same effect) as in effect from
     time to time.

          (y)  "SPREAD" means the amount determined by multiplying (i) the
     excess of the Market Value per Share on the date when an Appreciation Right
     is exercised over the Option Price provided for in the related Option Right
     or, if there is no tandem Option Right, the Grant Price provided for in the
     Appreciation Right by (ii) the number of shares of Common Stock in respect
     of which the Appreciation Right is exercised.

          (z)"  "SUBSIDIARY" means, at any time, any corporation in which at
     the time the Company then owns or controls, directly or indirectly, not
     less than 50% of the total combined voting power represented by all classes
     of stock issued by such corporation.

          (aa)  "TECH-SYM" means Tech-Sym Corporation, a Delaware corporation.

          (bb)  "TECH-SYM DIRECTOR" means a director of Tech-Sym who is not
     also (1) an employee of, or consultant to, the Company or an Affiliate or
     (2) a Director.

     3.  SHARES AVAILABLE UNDER PLAN.  Subject to adjustments as provided in
Paragraph 14, 1,500,000 is the maximum number of shares of Common Stock which
may be issued or transferred and covered by all outstanding Awards under this
Plan, of which number no more than 300,000 shares may be issued or transferred
as Restricted Stock and/or Phantom Shares, the vesting of which is not subject
to the achievement of Management Objectives, and/or as Bonus Stock. Such shares
may be shares of original issuance or treasury shares or a combination of the
foregoing. Upon exercise of any Appreciation Rights or the payment of any
Phantom Shares, there will be deemed to have been delivered under this Plan for
purposes of this Paragraph 3 the number of shares of Common Stock covered by the
Appreciation Rights or

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equal to the Phantom Shares, as applicable, regardless of whether such
Appreciation Rights or Phantom Shares were paid in cash or shares of Common
Stock. Subject to the provisions of the preceding sentence, any shares of Common
Stock which are subject to Option Rights, Appreciation Rights, or Phantom Shares
awarded or sold as Restricted Stock that are terminated unexercised, forfeited
or surrendered or which expire for any reason will again be available for
issuance under this Plan, unless, with respect to Restricted Stock, the
Participant has received benefits of ownership with respect to such shares, such
as dividends, but not including voting rights. No person may receive
Appreciation Rights, Option Rights, Phantom Shares, Bonus Stock and Restricted
Stock awards with respect to more than 250,000 shares during any calendar year;
but disregarding any Appreciation Rights granted in tandem with any Option
Rights granted that year. Similarly, the maximum value of Performance Units that
may be granted to any person during any calendar may not exceed $1 million.

     4.  OPTION RIGHTS.  The Committee may from time to time authorize grants to
any Participant (other than a Director or Tech-Sym Director) of options to
purchase shares of Common Stock upon such terms and conditions as it may
determine in accordance with the following provisions:

          (a)  Each grant will specify the number of shares of Common Stock to
     which it pertains and whether Dividend Equivalents are awarded with respect
     to the option, and; if awarded, the payment or crediting of such Dividend
     Equivalents.

          (b)  Each grant will specify its Option Price, which may not be less
     than 100% of the Market Value per Share on the Date of Grant.

          (c)  Each grant will specify that the Option Price will be payable (i)
     in cash or by check payable and acceptable to the Company or (ii) subject
     to the approval of the Committee, (a) by tendering to the Company shares of
     Common Stock owned by the optionee having an aggregate Market Value Per
     Share as of the date of exercise and tender that is not greater than the
     full Option Price for the shares with respect to which the option is being
     exercised and by paying any remaining amount of the Option Price as
     provided in (i) above (provided that the Committee may, upon confirming
     that the optionee owns the number of shares being tendered, authorize the
     issuance of a new certificate for the number of shares being acquired
     pursuant to the exercise of the option less the number of shares being
     tendered upon the exercise and return to the optionee (or not require
     surrender of) the certificate for the shares being tendered upon the
     exercise) or (b) by the optionee delivering to the Company a properly
     executed exercise notice together with irrevocable instructions to a broker
     to promptly deliver to the Company cash or a check payable and acceptable
     to the Company to pay the Option Price and any required tax withholding
     amounts; provided that in the event the optionee chooses to pay the Option
     Price as provided in (ii)(b) above, the optionee and the broker shall
     comply with such procedures and enter into such agreements of indemnity and
     other agreements as the Committee shall prescribe as a condition of such
     payment procedure, or (iii) by a combination of such payment methods.
     Payment instruments will be received subject to collection.

          (d)  Successive grants may be made to the same Participant whether or
     not any Option Rights previously granted to such Participant remain
     unexercised.

          (e)  Each grant will specify the required period or periods of
     continuous service by the Participant with the Company and the Affiliates
     and/or the Management Objectives (if any) to be achieved before the Option
     Rights or installments thereof will become exercisable, and any grant may
     provide for the earlier exercise of the Option Rights in the event of a
     Change in Control or other corporate transaction or event or upon
     termination of the Participant's employment due to death, disability,
     retirement or otherwise, including an involuntary termination other than
     for cause.

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          (f)  Each grant the exercise of which, or the timing of the exercise
     of which, is dependent, in whole or in part, on the achievement of
     Management Objectives may specify a minimum level of achievement in respect
     of the specified Management Objectives below which no Options Rights will
     be exercisable and may set forth a formula or other method for determining
     the number of Option Rights that will be exercisable if performance is at
     or above such minimum but short of full achievement of the Management
     Objectives.

          (g)  Option Rights granted under this Plan may be (i) options which
     are intended to qualify as incentive stock options under Section 422 of the
     Code, provided, however, such options may only be granted to employees of
     the Company, its parent corporation and subsidiaries of the Company, (ii)
     options which are not intended to so qualify or (iii) combinations of the
     foregoing.

          (h)  Option Rights granted to a Participant who is an officer of the
     Company, Tech-Sym or a Subsidiary may, in the discretion of the Committee,
     provide for an automatic "reload" grant upon the exercise of the Option
     Right, with such terms and conditions on any such reload grant as the
     Committee may choose, provided, however, the Option Price may not be less
     than 100% of the Market Value per Share on the Date of Grant of the reload
     option and its term may not exceed the remaining term for the exercised
     option.

          (i)  Each grant may, in the discretion of the Committee, provide that
     the Common Stock acquired upon exercise of the Option Right shall remain
     subject to a "substantial risk of forfeiture", within the meaning of
     Section 83 of the Code and the regulations thereunder, with such
     restrictions as the Committee may determine.

          (j)  Each grant shall specify the period during which the Option Right
     may be exercised, but no Option Right will be exercisable more than ten
     years from the Date of Grant.

          (k)  Each grant of Option Rights will be evidenced by an agreement
     executed on behalf of the Company by any officer and delivered to the
     Participant and containing such terms and provisions, consistent with this
     Plan, as the Committee may approve.

     5.  APPRECIATION RIGHTS.  The Committee may also from time to time
authorize grants to any Participant (other than a Director or Tech-Sym Director)
of Appreciation Rights upon such terms and conditions as it may determine in
accordance with this Paragraph. Appreciation Rights may be granted in tandem
with Option Rights or separate and apart from a grant of Option Rights. An
Appreciation Right will be a right of the Participant granted such Award to
receive from the Company, upon exercise, an amount which will be determined by
the Committee at the Date of Grant and will be expressed as a percentage of the
Spread (not exceeding 100%) at the time of exercise. An Appreciation Right
granted in tandem with an Option Right may be exercised only by surrender of the
related Option Right. Each grant of an Appreciation Right may utilize any or all
of the authorizations, and will be subject to all of the limitations, contained
in the following provisions:

          (a)  Each grant will state whether it is made in tandem with Option
     Rights and, if not made in tandem with any Option Rights, will specify the
     number of shares of Common Stock in respect of which it is made.

          (b)  Each grant made in tandem with Option Rights will specify the
     Option Price and each grant not made in tandem with Option Rights will
     specify the Grant Price, which in either case will not be less than 100% of
     the Market Value per Share on the Date of Grant.

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          (c)  Any grant may specify that the amount payable on exercise of an
     Appreciation Right may be paid by the Company in (i) cash or Company check,
     (ii) shares of Common Stock having an aggregate Market Value per Share
     equal to the Spread or (iii) any combination thereof, as determined by the
     Committee in its sole discretion.

          (d)  Any grant may specify that the amount payable on exercise of an
     Appreciation Right may not exceed a maximum specified by the Committee at
     the Date of Grant (valuing shares of Common Stock for this purpose at their
     Market Value per Share at the date of exercise).

          (e)  Each grant will specify the required period or periods of
     continuous service by the Participant with the Company and its Affiliates
     and/or Management Objectives to be achieved before the Appreciation Rights
     or installments thereof will become exercisable, and will provide that no
     Appreciation Right may be exercised except at a time when the Spread is
     positive and, with respect to any grant made in tandem with Option Rights,
     when the related Option Right is also exercisable. Any grant may provide
     for the earlier exercise of the Appreciation Rights in the event of a
     Change in Control or other corporate transaction or event or upon the
     Participant's termination due to death, disability or retirement, including
     an involuntary termination other than for cause.

          (f)  Each grant the exercise of which, or the timing of the exercise
     of which, is dependent, in whole or in part, on the achievement of
     Management Objectives may specify a minimum level of achievement in respect
     of the specified Management Objectives below which no Appreciation Rights
     will be exercisable and may set forth a formula or other method for
     determining the number of Appreciation Rights that will be exercisable if
     performance is at or above such minimum but short of full achievement of
     the Management Objectives.

          (g)  Each grant of an Appreciation Right will be evidenced by an
     agreement executed on behalf of the Company by any officer and delivered to
     and accepted by the Participant receiving the grant, which agreement will
     describe such Appreciation Right, identify any Option Right granted in
     tandem with such Appreciation Right, state that such Appreciation Right is
     subject to all the terms and conditions of this Plan and contain such other
     terms and provisions, consistent with this Plan, as the Committee may
     approve.

     6.  RESTRICTED STOCK.  The Committee may also from time to time authorize
grants or sales to any Participant (other than a Director or Tech-Sym Director)
of Restricted Stock upon such terms and conditions as it may determine in
accordance with the following provisions:

          (a)  Each grant or sale will constitute an immediate transfer of the
     ownership of shares of Common Stock to the Participant in consideration of
     the performance of services, entitling such Participant to voting and other
     ownership rights, but subject to the restrictions hereinafter referred to.
     Each grant or sale may limit the Participant's dividend rights during the
     period in which the shares of Restricted Stock are subject to any such
     restrictions.

          (b)  Each grant or sale will specify the Management Objectives, if
     any, that are to be achieved in order for the ownership restrictions to
     lapse. Each grant or sale that is subject to the achievement of Management
     Objectives will specify a minimum acceptable level of achievement in
     respect of the specified Management Objectives below which the shares of
     Restricted Stock will be forfeited and may set forth a formula or other
     method for determining the number of shares of Restricted Stock with
     respect to which restrictions will lapse if performance is at or above such
     minimum but short of full achievement of the Management Objectives.

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          (c)  Each such grant or sale may be made without additional
     consideration or in consideration of a payment by such Participant that is
     less than the Market Value per Share at the Date of Grant.

          (d)  Each such grant or sale will provide that the shares of
     Restricted Stock covered by such grant or sale will be subject, for a
     period to be determined by the Committee at the Date of Grant, to one or
     more restrictions, including, without limitation, a restriction that
     constitutes a "substantial risk of forfeiture" within the meaning of
     Section 83 of the Code and the regulations thereunder, and any grant or
     sale may provide for the earlier termination of such period in the event of
     a Change in Control or other corporate transaction or event or upon
     termination of the Participant's employment due to death, disability,
     retirement or otherwise, including an involuntary termination other than
     for cause.

          (e)  Each such grant or sale will provide that during the period for
     which such restriction or restrictions are to continue, the transferability
     of the Restricted Stock will be prohibited or restricted in a manner and to
     the extent prescribed by the Committee at the Date of Grant (which
     restrictions may include, without limitation, rights of repurchase or first
     refusal in the Company or provisions subjecting the Restricted Stock to
     continuing restrictions in the hands of any transferee).

          (f)  Each grant or sale of Restricted Stock will be evidenced by an
     agreement executed on behalf of the Company by any officer and delivered to
     and accepted by the Participant and containing such terms and provisions,
     consistent with this Plan, as the Committee may approve.

          (g)  Unless otherwise approved by the Committee, certificates
     representing shares of Common Stock transferred pursuant to a grant of
     Restricted Stock will be held in escrow pursuant to an agreement
     satisfactory to the Committee until such time as the restrictions on
     transfer have expired or the shares have been forfeited.

     7.  PHANTOM SHARES.  The Committee may also from time to time authorize
grants to any Participant (other than a Director or Tech-Sym Director) of
Phantom Shares upon such terms and conditions as it may determine in accordance
with the following provisions:

          (a)  Each grant will specify the number of Phantom Shares to which it
     pertains and the payment or crediting of any Dividend Equivalents with
     respect to such Phantom Shares.

          (b)  Each grant will specify the Management Objectives, if any, that
     are to be achieved in order for the Phantom Shares to be earned. Each grant
     that is subject to the achievement of Management Objectives will specify a
     minimum acceptable level of achievement in respect of the specified
     Management Objectives below which the Phantom Shares will be forfeited and
     may set forth a formula or other method for determining the number of
     Phantom Shares to be earned if performance is at or above such minimum but
     short of full achievement of the Management Objectives.

          (c)  Each grant will specify the time and manner of payment of Phantom
     Shares which have been earned, which payment may be made in (i) cash, (ii)
     shares of Common Stock or (iii) any combination thereof, as determined by
     the Committee in its sole discretion.

          (d)  Each grant of Phantom Shares will be evidenced by an agreement
     executed on behalf of the Company by any officer and delivered to and
     accepted by the Participant and containing such terms and provisions,
     consistent with this Plan, as the Committee may approve, including
     provisions relating to a Change in Control or other corporate transaction
     or event or upon the Participant's termination due to death, disability or
     retirement or otherwise, including an involuntary termination other than
     for cause.

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     8.  PERFORMANCE UNITS.  The Committee may also from time to time authorize
grants to any Participant (other than a Director or Tech-Sym Director) of
Performance Units upon such terms and conditions as it may determine in
accordance with the following provisions:

          (a)  Each grant will specify the number of Performance Units to which
     it pertains.

          (b)  Each grant will specify the Management Objectives that are to be
     achieved in order for the Performance Units to be earned. Each grant will
     specify a minimum acceptable level of achievement in respect of the
     specified Management Objectives below which no payment will be made and may
     set forth a formula or other method for determining the amount of payment
     to be made if performance is at or above such minimum but short of full
     achievement of the Management Objectives.

          (c)  Each grant will specify the time and manner of payment of
     Performance Units which have become payable, which payment may be made in
     (i) cash, (ii) shares of Common Stock having an aggregate Market Value per
     Share equal to the aggregate value of the Performance Units which have
     become payable or (iii) any combination thereof, as determined by the
     Committee in its sole discretion at the time of payment.

          (d)  Each grant of a Performance Unit will be evidenced by an
     agreement executed on behalf of the Company by any officer and delivered to
     and accepted by the Participant and containing such terms and provisions,
     consistent with this Plan, as the Committee may approve, including
     provisions relating to a Change in Control or other corporate transaction
     or event or upon the Participant's termination of employment due to death,
     disability, retirement or otherwise, including an involuntary termination
     other than for cause.

     9.  BONUS STOCK.  The Committee may also from time to time authorize grants
to any Participant (other than a Director or Tech-Sym Director) of Bonus Stock,
which shall constitute a transfer of shares of Common Stock, without other
payment therefor, as additional compensation for the Participant's services to
the Company or its Affiliates.

     10.  CASH TAX RIGHTS.  (a) The Committee may also from time to time
authorize grants to any Participant (other than a Director or Tech-Sym Director)
of Cash Tax Rights upon such terms and conditions as it may determine in
accordance with this Paragraph. Cash Tax Rights may be granted in tandem with
any Award that is payable in shares of Common Stock. A Cash Tax Right will be
the right of the Participant granted such Award to receive from the Company,
upon receipt of shares of Common Stock pursuant to the tandem Award, an amount
of cash, which will be determined by the Committee at the Date of Grant and will
be expressed as a percentage of the Market Value per Share (not exceeding 100%)
of each share of Common Stock received upon payment of the tandem Award.

     (b)  Each grant of a Cash Tax Right will (i) state the Award it is made in
tandem with and will specify the percentage of the Market Value per Share that
shall be payable in cash and (ii) be evidenced by an agreement extended on
behalf of the Company by any officer and delivered to and accepted, by the
Participant and containing such terms and provisions, consistent with this Plan,
as the Committee may approve, including provisions relating to a Change in
Control or other corporate transaction or event or upon the Participant's
termination of employment due to death, disability, retirement or otherwise,
including an involuntary termination other than for cause.

     11.  DIRECTOR OPTIONS.  (a) Each Director and Tech-Sym Director who serves
in such capacity on the 30th trading day following the date of the closing of
the initial public offering of the Common Stock (the "IPO") shall
automatically receive, on such date, a Director Option for 10,000 and 5,000
shares of Common Stock, respectively. Each Director who is elected or appointed
to the Board for the first time after

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<PAGE>
such 30th trading day shall automatically receive, on the date of his or her
election or appointment, a Director Option for 10,000 shares of Common Stock. In
addition, each person who is a Director or Tech-Sym Director on December 11,
1996 shall receive on such date a Director Option for 10,000 and 5,000 shares of
Common Stock, respectively ("Special Director Options").

     (b)  On the day following the regular Annual Meeting of the Stockholders of
the Company in each year that this Plan is in effect (commencing with the 1997
Annual Meeting of Stockholders), each Director who is in office on that day and
who was not elected for the first time at such annual meeting shall
automatically receive a Director Option for 2,000 shares of Common Stock.

     (c)  Each Director Option will be subject to all of the limitations
contained in the following provisions:

          (i)  Each Director Option shall become exercisable (vested) on the
     earlier of the first day that is more than six months following its Date of
     Grant or the date of a Change in Control; provided that in no event shall
     any Director Option be exercisable prior to the approval of this Plan by
     the Company's stockholders.

          (ii)  The Option Price of each Director Option shall be the Market
     Value per Share on its Date of Grant; except, however, with respect to (A)
     Director Options granted on the 30th trading day following the date of the
     closing of the IPO, the Option Price shall be the arithmetic average,
     without regard to number of shares, of the closing price of the Common
     Stock on the NASDAQ National Market for the 30 trading days after the date
     of the closing of the IPO, as reported in THE WALL STREET JOURNAL, and (B)
     Special Director Options, the Option Price shall be $12.

          (iii)  Each Director Option that is vested may be exercised in full at
     one time or in part from time to time by giving written notice to the
     Company, stating the number of shares of Common Stock with respect to which
     the Director Option is being exercised, accompanied by payment in full of
     the Option Price for such shares, which payment may be (1) in cash by check
     acceptable to the Company, (2) by tendering to the Company shares of Common
     Stock owned by the optionee having an aggregate Market Value Per Share as
     of the date of exercise and tender that is not greater than the full option
     exercise price for the shares with respect to which the Option is being
     exercised and by paying any remaining amount of the option exercise price
     as provided (1) above (provided that the Committee may, upon confirming
     that the optionee owns the number of shares being tendered, authorize the
     issuance of a new certificate for the number of shares being acquired
     pursuant to the exercise of the option less the number of shares being
     tendered upon the exercise and return to the optionee (or not require
     surrender of) the certificate for the shares being tendered upon the
     exercise), (3) by the optionee delivering to the Company a properly
     executed exercise notice together with irrevocable instructions to a broker
     to promptly deliver to the Company cash or a check payable and acceptable
     to the Company to pay the option exercise price and any required tax
     withholding amounts; provided that in the event the optionee chooses to pay
     the exercise price in this manner, the optionee and the broker shall comply
     with such procedures and enter into such agreements of indemnity and other
     agreements as the Committee shall prescribe as a condition of such payment
     procedure or (4) by a combination of such methods of payment. Payment
     instruments will be received subject to collection.

          (iv)  Each Director Option shall expire 10 years from the Date of
     Grant thereof, but shall be subject to earlier termination as follows:
     Director Options, to the extent exercisable as of the date the Director or
     Tech-Sym Director ceases to serve as a director of the Company and, if
     applicable, Tech-Sym, must be exercised within one year of such date unless
     such termination results from the Director's or Tech-Sym Director's death,
     disability or retirement, in which case the Director Options

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<PAGE>
     shall be fully vested and may be exercised by the optionee or the
     optionee's legal representative or the person to whom the Director's or
     Tech-Sym's Director's rights shall pass by will or the laws of descent and
     distribution, as the case may be, within three years from the date of
     termination; provided however, that no such event shall extend the normal
     expiration date of such Director Options.

          (v)  In the event that the number of shares of Common Stock available
     for grants under this Plan is insufficient to make all automatic grants
     provided for in this Paragraph 11 on the applicable date, then all
     Directors and Tech-Sym Directors who are entitled to a grant on such date
     shall share ratably in the number of shares then available for grant under
     this Plan, and shall have no right to receive a grant with respect to the
     deficiencies in the number of available shares and all future grants under
     this Paragraph 11 shall terminate.

          (vi)  Grants made pursuant to this Paragraph 11 shall be subject to
     all of the terms and conditions of this Plan; however, if there is a
     conflict between the terms and conditions of this Paragraph 11 and the
     terms and conditions of any other Paragraph, then the terms and conditions
     of this Paragraph 11 shall control. The Committee may not exercise any
     discretion with respect to this Paragraph 11 which would be inconsistent
     with the intent that this Plan meet the requirements of Rule 16b-3.

     (d)  Notwithstanding the foregoing, no further Director Options shall be
granted to a Tech-Sym Director after the date the Company ceases to be a
subsidiary (within the meaning of Section 424 of the Code) of Tech-Sym and such
date shall be treated, for purposes of paragraph (c)(iv) above, as the date a
Tech-Sym Director ceases to serve as a director of Tech-Sym.

     12.  LSARS.  Notwithstanding anything in Paragraphs 4, 5 or 11 above to the
contrary, if during the 60-day period following the date of a Change in Control
or, with respect to an option, Appreciation Right or Director Option granted to
a Participant who is subject to Section 16(b) of the Exchange Act, the 60-day
period following the earlier of the date that Section 16(b) of the Securities
Exchange Act of 1934 ceases to apply to such person or six months following the
date of grant of such option, Appreciation Right or Director Option (but not to
exceed the remaining term of such option, Appreciation Right or Director
Option), a Participant (or beneficiary thereof) elects to exercise an option,
Appreciation Right or Director Option, as applicable, the holder shall receive
in cash whichever of the following amounts is applicable:

          (i) with respect to an acquisition of Common Stock described in clause
     (i) of the definition of Change in Control, an amount equal to the
     Acquisition Spread (as defined below);

          (ii) with respect to a change in composition of the Board described in
     clause (ii) of the definition of Change in Control, an amount equal to the
     Spread (as defined below); or

          (iii) with respect to stockholder approval of an agreement or adoption
     of a plan described in clause (iii) or (iv) of the definition of Change in
     Control, an amount equal to the Merger Spread (as defined below).

          As used in this Paragraph 12, the following terms shall have the
     meaning indicated:

          (1)  The term "Acquisition Price Per Share" shall mean the greater
     of (i) the highest price paid by a person (or an Affiliate or Associate
     thereof) for any share of Common Stock acquired prior to, but in connection
     with, a Change in Control described in clause (i) of the definition of a
     Change in Control or (ii) the highest Market Value per Share for any day
     during the 60-day period ending on the date the option, Appreciation Right
     or Director Option is exercised.

          (2)  The term "Acquisition Spread" shall mean an amount equal to the
     product obtained by multiplying (i) the excess of (A) the Acquisition Price
     Per Share over (B) the price per share of

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<PAGE>
     Common Stock at which the option, Appreciation Right or Director Option is
     exercisable, by (ii) the number of shares of Common Stock with respect to
     which such option, Appreciation Right or Director Option is being
     exercised.

          (3)  The term "Merger Price Per Share" shall mean the greater of (i)
     the fixed or formula price for the acquisition of shares of Common Stock
     specified in such agreement or adoption, if such fixed or formula price is
     determinable on the date on which such option, Appreciation Right or
     Director Option is exercised, and (ii) the highest Market Value per Share
     for any day during the 60-day period ending on the date on which such
     option, Appreciation Right or Director Option is exercised.

          (4)  The term "Merger Spread" shall mean an amount equal to the
     product obtained by multiplying (i) the excess of (A) the Merger Price Per
     Share over (B) the price per share of Common Stock at which the option,
     Appreciation Right or Director Option is exercisable, by (ii) the number of
     shares of Common Stock with respect to which such option, Appreciation
     Right or Director Option is being exercised.

          (5)  The term "Spread" shall mean an amount equal to the product
     obtained by multiplying (i) the excess of (A) the highest Market Value per
     Share for any day during the 60-day period ending on the date the option,
     Appreciation Right or Director Option is exercised over (B) the price per
     share of Common Stock at which the option, Appreciation Right or Director
     Option is exercisable, by (ii) the number of shares of Common Stock with
     respect to which such option, Appreciation Right or Director Option is
     being exercised.

     The Company intends that this Paragraph 12 shall comply with the
requirements of Rule 16b-3 and any future rules promulgated in substitution
therefor ("the Rule") under the Exchange Act during the term of the Plan.
Should any provision of this Paragraph 12 not be necessary to comply with the
requirements of the Rule or should any additional provisions be necessary for
this Paragraph 12 to comply with the requirements of the Rule, the Board may
amend the Plan to add to or modify the provisions of the Plan accordingly.

     13.  TRANSFERABILITY.  No Award will be transferable by a Participant other
than by will or the laws of descent and distribution. Director Options, Option
Rights or Appreciation Rights will be exercisable during the Participant's
lifetime only by the Participant or by the Participant's guardian or legal
representative.

     14.  ADJUSTMENTS.  The Board may make or provide for such adjustments in
the maximum number of shares specified in Paragraph 3, in the numbers of shares
of Common Stock covered by outstanding Director Options, Option Rights,
Appreciation Rights and Phantom Shares granted hereunder, in the Option Price or
Grant Price applicable to any such Director Options, Option Rights and
Appreciation Rights, and/or in the kind of shares covered thereby (including
shares of another issuer), as the Board, in its sole discretion exercised in
good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, merger, consolidation,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporation transaction or event having an
effect similar to any of the foregoing.

     15.  FRACTIONAL SHARES.  The Company will not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Committee may
provide for the elimination of fractions for the settlement of fractions in
cash.

     16.  WITHHOLDING OF TAXES.  To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any grant or
payment made to a Participant or any other person

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<PAGE>
under this Plan, or is requested by a Participant to withhold additional amounts
with respect to such taxes, and the amounts available to the Company for such
withholding are insufficient, it will be a condition to the receipt of such
grant or payment that the Participant or such other person make arrangements
satisfactory to the Company for the payment of the balance of the such taxes
required or requested to be withheld, which arrangements in the discretion the
Committee may include relinquishment of a portion of such Award or payment. With
respect to any Participant who is subject to Rule 16b-3 at the time withholding
is required with respect to an Award payable in Common Stock (other than an
Option Right), the Company shall automatically withhold from such Award, to the
extent such withholding is not satisfied by a tandem Cash Tax Right, if any, a
number of shares of Common Stock having an aggregate Market Value per Share
equal to the amount of taxes required to be withheld by the Company.

     17.  PARACHUTE TAX GROSS-UP.  To the extent that the acceleration of
vesting or any payment, distribution or issuance made to a Participant under the
Plan (a "Benefit") is subject to a golden parachute excise tax under Section
4999(a) of the Code (a "Parachute Tax"), the Company shall pay such
Participant an amount of cash (the "Gross-up Amount") such that the "net"
Benefit received by the Participant under this Plan, after paying all applicable
Parachute Taxes (including those on the Gross-up Amount) and any federal or
state income taxes on the Gross-up Amount, shall be equal to the Benefit that
such Participant would have received if such Parachute Tax had not been
applicable.

     18.  ADMINISTRATION OF THE PLAN.  (a) This Plan will be administered by the
Committee, which at all times will consist entirely of not less than three
directors appointed by the Board, each of whom will be a "disinterested
person" within the meaning Rule 16b-3 and an "outside director" within the
meaning of Section 162(m) of the Code. A majority of the Committee will
constitute a quorum, and the action of the members of the Committee present at
any meeting at which a quorum is present, or acts unanimously approved writing,
will be the acts of the Committee.

     (b)  The interpretation and construction by the Committee of any provision
of this Plan or of any agreement, notification or document evidencing the grant
of an Award and any determination by the Committee pursuant to any provision of
this Plan or of any such agreement, notification or documentation will be final
and conclusive. No member of the Committee will be liable for any such action or
determination made in good faith or in the absence of gross negligence or
willful misconduct on the part of such member.

     19.  AMENDMENTS, ETC.  (a) This Plan may be amended from time to time by
the Board but may not be amended by the Board without further approval by the
stockholders of the Company if such amendment would result in this Plan no
longer satisfying the requirements of Rule 16b-3; provided, however, that the
provisions of Paragraphs 11 and 12 (as they relate to Director Options) may not
be amended more than once every six months other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder.

     (b)  This Plan will not confer upon any Participant any right with respect
to continuance of employment or other service with the Company or any Affiliate,
nor will it interfere in any way with any right the Company or any Affiliate
would otherwise have to terminate such Participant's employment or other service
at any time.

     20.  TERM.  This Plan shall be effective as of April 30, 1996, subject to
approval by the Company's stockholders; provided, however, no Award shall be
exercisable or payable prior to the date of such stockholders' approval. In the
event that this Plan is not approved by the stockholders of the Company within
twelve months after the date of its adoption by the Board, this Plan and all
Awards made under this Plan shall be automatically null and void. Unless sooner
terminated, this Plan shall terminate on December 31, 2005, and no further
Awards shall be made, but all outstanding Awards on such date shall remain
effective in accordance with their terms and the terms of this Plan.

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