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                                                           EXHIBIT 10.(a)




                               MATEC CORPORATION

                             1992 STOCK OPTION PLAN



1. PURPOSE

    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 Corporations Common Stock.  These grants
are intended to provide additional incentive to such persons by offering
them a greater stake in the Corporations continued success.  The Plan is
also intended as a means of reinforcing the commonality of interest
between the Corporations stockholders and such persons, and as an aid in
attracting and retaining the services of individuals of outstanding
abilities 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 maybe
amended from time to time, and the rules and regulations promulgated
thereunder.

    (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.

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

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    (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 1992 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 300,000 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.


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:

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    (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 any Option, or portion hereof, 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 of 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 of 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 of 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:

    (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.

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  (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 Participants
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 employment.  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
Participants 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 Participants 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 from 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 SHAREHOLDER:  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 December 4, 1992.  No Option shall
be granted after December 3, 2002, 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.