Exhibit 10.2

                                MATEC CORPORATION

                             1999 STOCK OPTION PLAN


1. PURPOSE
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     The Plan is intended to expand and improve the profitability and prosperity
of MATEC Corporation for the benefit of its stockholders by permitting the
Corporation to grant to officers and other key employees of, and consultants and
advisers to, the Corporation and its Subsidiaries, options to purchase shares of
the Corporation's Common Stock. These grants are intended to provide additional
incentive to such persons by offering them a greater stake in the Corporation's
continued success. The Plan is also intended as a means of reinforcing the
commonality of interest between the Corporation's stockholders and such persons,
and as an aid in attracting and retaining the services of individuals of
outstanding and specialized skills.


2. DEFINITIONS
   -----------

     For Plan purposes, except where the context otherwise indicates, the
following terms shall have the meanings which follow:

     (a) "Agreement" shall mean a written instrument executed and delivered on
behalf of the Corporation which specifies the terms and conditions of a Stock
Option granted to a Participant.

     (b) "Beneficiary" shall mean the person or persons who may be designated by
a Participant from time to time in writing to the Committee, to receive, if the
Participant dies, any Option exercise rights held by the Participant.

     (c) "Board" shall mean the Board of Directors of the Corporation.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time, and the rules and regulations promulgated there
under.

     (e) "Committee" shall mean a Committee of the Board composed of three or
more persons which shall be designated by the Board to administer the Plan. Each
member of the Committee, while serving as such, shall be a member of the Board
and shall be a disinterested person within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934.

     (f) "Common Stock" shall mean the Common Stock of the Corporation having a
par value of $0.05 per share.


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     (g) "Corporation" shall mean MATEC Corporation, a Delaware corporation.

     (h) "Employee" shall mean any person who is employed by the Corporation or
any Subsidiary corporation.

     (i) "Exercise Price" shall mean the per share price for which a Participant
upon exercise of a Stock Option may purchase a share of Common Stock.

     (j) "Fair Market Value" shall mean the value of a share of Common Stock to
be determined by, and in accordance with procedures established by, the
Committee. Such fair market value shall be deemed conclusive upon the
determination of the Committee made in good faith. The preceding
notwithstanding, so long as the Common Stock is listed on a national stock
exchange, the "Fair Market Value" shall mean with respect to any given day, the
mean between the highest and lowest reported sales prices of the Common Stock on
the principal national stock exchange on which the Common Stock is listed, or if
such exchange was closed on such day or if it was open but the Common Stock was
not traded on such day, then on the next preceding day that the Common Stock was
traded on such exchange, as reported by a responsible reporting service.

     (k) "Incentive Stock Option" shall mean a Stock Option which is intended to
meet and comply with the terms and conditions for an "incentive stock option" as
set forth in Section 422 of the Code, or any other form of tax qualified stock
option which may be incorporated and defined in the Code as it may from time to
time be amended.

     (l) "Non-Qualified Option" shall mean a Stock Option which does not meet
the requirements of Section 422 of the Code or the terms of which provide that
it will not be treated as an Incentive Stock Option.

     (m) "Participant" shall mean any person who is granted a Stock Option under
the Plan.

     (n) "Plan" shall mean the MATEC Corporation 1999 Stock Option Plan as set
forth herein and as amended from time to time.

     (o) "Stock Option" or "Option" shall mean a right to purchase a stated
number of shares of Common Stock subject to such terms and conditions as are set
forth in the Plan and an Agreement.

     (p) "Subsidiary corporation" or "Subsidiary" shall mean any corporation
which is a subsidiary corporation of the Corporation as defined in Section
424(f) of the Code.


3. ADMINISTRATION
   --------------

     (a) The Committee shall administer the Plan and, accordingly, it shall have
full power to grant Stock Options under the plan, to construe and interpret the
Plan, and to establish rules and regulations and perform all other acts it
believes reasonable and proper, including the authority to delegate
responsibilities to others to assist in administering the Plan.


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     (b) The determination of those eligible to receive Stock Options, and the
amount, type and terms and conditions of each Stock Option shall rest in the
sole discretion of the Committee, subject to the provisions of the Plan.

     (c) The Committee may permit the voluntary surrender of all or a portion of
any Option granted under the Plan to be conditioned upon the granting to the
Participant of a new Option for the same or a different number of shares as the
Option surrendered, or may require such voluntary surrender as a condition
precedent to a grant of a new Option to such Participant. Such new Option shall
be exercisable at the price, during the period and in accordance with any other
terms or conditions specified by the Committee at the time the new Option is
granted, all determined in accordance with the provisions of the Plan without
regard to the price, period of exercise, or any other terms or conditions of the
Option surrendered.


4. COMMON STOCK LIMITS
   -------------------

     The total number of shares of Common Stock which may be issued on exercise
of Stock Options shall not exceed 100,000 shares, subject to adjustment in
accordance with Paragraph 9 of the Plan. Shares issued under the Plan may be, in
whole or in part, as determined by the Committee, authorized but unissued or
treasury shares of Common Stock. If any Options granted under the Plan shall
expire or terminate without having been exercised, the shares subject to such
Options shall be added back to the number of shares of Common Stock which may be
issued on exercise of Stock Options.


5. ELIGIBILITY FOR PARTICIPATION
   -----------------------------

     (a) Consistent with Plan objectives, the following persons shall be
eligible to become Participants in the Plan: officers and other key Employees
and consultants and advisers to the Corporation or any Subsidiary corporation,
provided that members of the Board who are not Employees shall not be eligible.

     (b) The foregoing subparagraph (a) notwithstanding, Incentive Stock Options
shall be granted only to officers and other key Employees, and no Incentive
Stock Options shall be granted to an Employee who owns more than 10% of the
Common Stock determined in accordance with the provisions of Section 422(b)(6)
of the Code, unless the Option meets the requirements of Section 422(c)(5) of
the Code.

     (c) Options shall be granted to consultants and advisers only for bona fide
services rendered other than in connection with the offer or sale of securities.


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6. STOCK OPTIONS - TERMS AND CONDITIONS
   ------------------------------------

     All Stock Options granted under the Plan shall be evidenced by Agreements
which shall contain such provisions as shall be required by the Plan together
with such other provisions as the Committee may prescribe, including the
following provisions:

     (a) Price: The Committee shall establish the Exercise Price, provided,
however, that in the case of an Incentive Stock Option the Exercise Price shall
not be less than the Fair Market Value of a share of Common Stock on the date of
the grant of the Option.

     (b) Period: The Committee shall establish the term of any Option awarded
under the Plan, provided, however, that no Option shall be exercisable after the
expiration of 10 years from the date of the grant of the Option.

     (c) Time of Exercise: The Committee shall establish the time or times at
which an Option, or portion thereof, shall be exercisable. The Committee,
subsequent to the grant of an Option, may accelerate the date or dates on which
the Option may be exercisable.

     (d) Exercise: An Option, or portion thereof, shall be exercised by delivery
or a written notice of exercise to the Corporation together with payment of the
full purchase price of the shares as to which the Option is exercised ("Purchase
Price"). Payment may be made:

         (i) in United States dollars by good check, bank draft or money order
payable to the order of the Corporation, or

         (ii) at the discretion of the Committee by the transfer to the
Corporation of shares of Common Stock owned by the Participant having an
aggregate Fair Market Value on the date of exercise equal to the Purchase Price
or the portion thereof being so paid, or

         (iii) at the discretion of the Committee and subject to any
restrictions or conditions as it deems appropriate (including any restrictions
as may be set forth in Rule 16b-3 under the Securities Exchange Act of 1934), by
electing to have the Corporation withhold from the shares issuable upon exercise
of the Option such number of shares of Common Stock as shall have an aggregate
Fair Market Value on the date of exercise equal to the Purchase Price or the
portion thereof being so paid, or

         (iv) at the discretion of the Committee by a combination of (i) and
(ii) or (i) and (iii) above.

The Committee shall determine the procedures for the use of Common Stock in
payment of the Purchase Price and may impose such limitations and prohibitions
on such use as it deems appropriate.

     (e) Special Rules for Incentive Stock Options: Notwithstanding any other
provisions of the Plan, with respect to Incentive Stock Options granted under
the Plan), the following provisions will apply:


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         (i) To the extent that the aggregate Fair Market Value (determined at
the time of grant) of the shares of Common Stock with respect to which Incentive
Stock Options (whether granted hereunder or pursuant to any other plan of the
Corporation or a Subsidiary) are first exercisable by a Participant during any
calendar year exceeds $100,000 (or such other limit as may be in effect from
time to time under the Code), such Options shall be treated as Non-Qualified
Options.

         (ii) Any Participant who disposes of shares of Common Stock acquired on
the exercise of an Incentive Stock Option by sale or exchange either (a) within
two years after the date of the grant of the Option under which such shares were
acquired or (b) within one year after the acquisition of such shares, shall
notify the Corporation in writing of such disposition and of the amount realized
upon such disposition promptly after the disposition.


7. TERMINATION OF EMPLOYMENT
   -------------------------

     If a Participant holding an Option shall cease to be employed (or in the
case of a Participant who is not an Employee, shall cease to be engaged) by the
Corporation or any Subsidiary corporation by reason of death or any other reason
other than voluntary quitting, discharge for cause or permanent and total
disability as defined in Section 22(e)(3) of the Code (hereinafter called a
"Disability"), as determined by the Committee, such Participant (or, if
applicable, such Participant's Beneficiary) may, but only within the three
months next succeeding such cessation of employment, exercise such Option to the
extent that such Participant would have been entitled to do so on the date of
such cessation of employments. If a Participant holding an Option voluntarily
quits or is discharged for cause, such Option shall terminate on the date of
cessation of employment.


8. DISABILITY
   ----------

     If a Participant holding an Option shall cease to be employed (or, in the
case of a Participant who is not an Employee, shall cease to be engaged) by the
Corporation or any Subsidiary corporation by reason of a Disability, the Option
shall be exercisable by such Participant or such Participant's duly appointed
guardian or other legal representative, to the extent that such Participant
would have been entitled to do so on the date of such cessation of employment,
but only within one year following such cessation of employment due to said
Disability.


9. ADJUSTMENTS
   -----------

     In the event of a recapitalization, stock split, stock combination, stock
dividend, exchange of shares, or a change in the corporate structure or shares
of the Corporation, or similar event, the Board of Directors upon recommendation
of the Committee shall make appropriate adjustments in the kind or number of
shares which may be issued upon exercise of Options and in the kind or number of
shares issuable upon exercise of Options theretofore granted and in the exercise
price of such options.


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10. MERGER, CONSOLIDATION OR SALE OF ASSETS
    ---------------------------------------

     If the Corporation shall be a party to a merger or consolidation or shall
sell substantially all its assets, each outstanding Option shall pertain and
apply to the securities and/or property which a holder of the number of shares
of Common Stock subject to the Option immediately prior to such merger,
consolidation, or sale of assets would be entitled to receive in such merger,
consolidation or sale of assets.


11. AMENDMENT AND TERMINATION OF PLAN
    ---------------------------------

     (a) The Board, without further approval of the stockholders, may at any
time, and from time to time, suspend or terminate the Plan in whole or in part
or amend it from time to time in such respects as the Board may deem appropriate
and in the best interests of the Corporation; provided, however, that no such
amendment shall be made, without approval of the stockholders, which would:

         (i) modify the eligibility requirements for participation in the Plan;

         (ii) increase the total number of shares of Common Stock which may be
issued pursuant to Stock Options, except as is provided for in accordance with
Paragraph 9 of the Plan; or

         (iii) materially increase benefits accruing to Participants.

     (b) No amendment, suspension or termination of this Plan shall, without the
Participant's consent, alter or impair any of the rights or obligations under
any Stock Option theretofore granted to the Participant under the Plan.

     (c) The Board may amend the Plan, subject to the limitations cited above,
in such manner as it deems necessary to permit the granting of Stock Options
meeting the requirements of future amendments to the Code.


12. GOVERNMENT AND OTHER REGULATIONS
    --------------------------------

     The granting of Stock Options under the Plan and the obligation of the
Corporation to issue or transfer and deliver shares for Stock Options exercised
under the Plan shall be subject to all applicable laws, regulations, rules and
orders which shall then be in effect.


13. MISCELLANEOUS PROVISIONS
    ------------------------

     (a) Rights to Continued Employment: No person shall have any claim or right
to be granted a Stock Option under the Plan, and the grant of an Option under
the Plan shall not be construed as giving any Participant the right to be
retained in the employ of the Corporation or any Subsidiary corporation (or to
be otherwise retained in the case of a Participant who is not an Employee) and
the Corporation expressly reserves the right at any time to dismiss a
Participant with or without cause, free of any liability or any claim under the
Plan, except as provided herein or in an Agreement.


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     (b) Who Shall Exercise: Except as provided by the Plan, an Incentive Stock
Option shall be exercisable during the lifetime of the Participant to whom it is
granted only by such Participant, and it may be exercised only if such
Participant has been in the continuous employ of the Corporation or any
Subsidiary corporation from the date of grant of the Option to the date of its
exercise.

     (c) Non-Transferability: No right or interest of any Participant in the
Plan shall be assignable or transferable except by will or the laws of descent
and distribution, and no right or interest of any Participant shall be liable
for, or subject to, any lien, obligation or liability of such Participant.

     (d) Withholding Taxes: The Corporation may require a payment to cover
applicable withholding for income and employment taxes in connection with a
Stock Option.

     (e) Rights as Stockholder: A Participant as such shall not have any of the
rights or privileges of a holder of Common Stock until such time as shares of
Common Stock are issued or are transferred to the Participant upon exercise of
an Option.

     (f) Plan Expenses: Any expenses of administering this Plan shall be borne
by the Corporation.

     (g) Legal Considerations: The Corporation shall not be required to issue,
transfer or deliver shares of Common Stock upon exercise of Options until all
applicable legal, listing or registration requirements, as determined by legal
counsel, have been satisfied, and any necessary or appropriate written
representations have been given by the Participant.

     (h) Other Plans: Nothing contained herein shall prevent the Corporation
from establishing other incentive and benefit plans in which Participants in the
Plan may also participate.

     (i) No Warranty of Tax Effect: Except as may be contained in any Agreement,
no opinion shall be deemed to be expressed or warranties made as to the effect
for federal, state or local tax purposes of any grants hereunder.

     (j) Construction of Plan: The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined in accordance with the laws of
the State of New York.


14. STOCKHOLDER APPROVAL - TERM OF PLAN
    -----------------------------------

     Upon approval by the stockholders of the Corporation, the Plan shall become
unconditionally effective as of March 30, 1999. No Option shall be granted after
March 29, 2009, provided, however, that the Plan and all outstanding Options
granted under the Plan prior to such date shall remain in effect until the
applicable Options have expired. If the stockholders shall not approve the Plan,
the Plan shall not be effective and any and all actions taken prior thereto
shall be null and void or shall, if necessary, be deemed to have been fully
rescinded.