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                                                                   EXHIBIT 10.12

                         MARINE MANAGEMENT SYSTEMS, INC.

                      1996 KEY EMPLOYEES' STOCK OPTION PLAN

                            As Amended, May 20, 1997

SECTION 1. Purpose.

      The purpose of the 1996 Key Employees' Stock Option Plan, as amended
May 20, 1997 (the "Plan") is to secure for Marine Management Systems, Inc.
(the "Company") and any subsidiaries of the Company (collectively the
"Related Corporations") the benefits arising from capital stock ownership by
those key employees, directors, officers and consultants of the Company and
any Related Corporations who will be responsible for the Company's future
growth and continued success.

      The Plan will provide a means whereby (a) key employees of the Company
and any Related Corporations may purchase stock in the Company pursuant to
options which qualify as "incentive stock options" ("Incentive Stock
Options") under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), (b) directors, key employees and consultants of the Company and
any Related Corporations may purchase stock in the Company pursuant to
options granted hereunder which do not qualify as Incentive Stock Options
("Non-Qualified Option" or "Non-Qualified Options"); (c) directors, key
employees and consultants of the Company and any Related Corporations may be
awarded stock in the Company ("Awards"); and (d) directors, key employees and
consultants of the Company and any Related Corporations may receive stock
appreciation rights ("SARs").  Both Incentive Stock Options and Non-Qualified
Options are referred to hereafter individually as an "Option" and
collectively as "Options."  As used herein, the term "subsidiary" means
"subsidiary corporation" as that term is defined in Section 424 of the Code.
Options, Awards and SARs are referred to hereafter individually as a "Plan
Benefit" and collectively as "Plan Benefits."  Directors, key employees and
consultants of the Company and any Related Corporations are referred to
herein as "Participants."

SECTION 2. Administration.

      The Plan will be administered by the Board of Directors of the Company
whose construction and interpretation of the terms and provisions hereof shall
be final and conclusive. Any director to whom a Plan Benefit is awarded shall be
ineligible to vote upon his or her Plan Benefit, but Plan Benefits may be
granted any such director by a vote of the remainder of the directors, except as
limited below. The Board of Directors may in its sole discretion grant Options,
issue shares upon exercise of such Options, grant Awards and grant SARs, all as
provided in the Plan. The Board of Directors shall have authority, subject to
the express provisions of the Plan, to construe the Plan and its related
agreements, to prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the terms and provisions of the
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respective Option, Award and SAR agreements, which need not be identical, and to
make all other determinations in the judgment of the Board of Directors
necessary or desirable for the administration of the Plan. The Board of
Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any related agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. No director shall be liable for any
action or determination made in good faith. The Board of Directors may delegate
any or all of its powers under the Plan to a Compensation Committee or other
Committee (the "Committee") appointed by the Board of Directors consisting of at
least two members of the Board of Directors. Members of the Committee shall at
all times be "non-employee directors" within the meaning of Rule 16b-3 (or any
successor rule) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as such term is interpreted from time to time. If the Committee
is so appointed, all references to the Board of Directors herein shall mean and
relate to such Committee, unless the context otherwise requires.

SECTION 3. Eligibility.

      3.1   Incentive Stock Options.  Participants who are employees shall be
eligible to receive Incentive Stock Options pursuant to the Plan; provided
that no person shall be granted any Incentive Stock Option under the Plan
who, at the time such Option is granted, owns, directly or indirectly, Common
Stock of the Company possessing more than l0% of the total combined voting
power of all classes of stock of the Company or of its Related Corporations,
unless the requirements of Section 6.6(b) hereof are satisfied.  In
determining whether this 10% threshold has been reached, the stock
attribution rules of Section 424(d) of the Code shall apply.  Directors who
are not regular employees are not eligible to receive Incentive Stock
Options.

      3.2   Non-Qualified Options, Awards, and SARs.  Non-Qualified Options,
Awards and SARs may be granted to any Participant

      3.3   Generally.  The Board of Directors may take into consideration a
Participant's individual circumstances in determining whether to grant an
Incentive Stock Option, a Non-Qualified Option, an Award or an SAR.  Granting
of any Option, Award or SAR for any individual shall neither entitle that
individual to, nor disqualify that individual from, participation in any
other grant of Plan Benefits.

SECTION 4. Stock Subject to Plan.

      Subject to adjustment as provided in Sections 9 and 10 hereof, the
stock to be offered under the Plan shall consist of shares of the Company's
Common Stock, $.002 par value, and the maximum number of shares of stock
which will be reserved for issuance, and in respect of which Plan Benefits
may be granted pursuant to the provisions of the Plan, shall not exceed in
the aggregate Two Hundred Twenty-Five Thousand, Forty (225,040) shares.  Such
shares may be authorized and unissued shares or may be treasury shares.  If
an Option or SAR granted hereunder shall expire or terminate for any reason
without having been exercised in full, or if the


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Company shall reacquire any unvested shares issued pursuant to Awards, any
unvested shares so reacquired shall again be available for subsequent grants of
Plan Benefits under the Plan. Stock issued pursuant to the Plan may be subject
to such restrictions on transfer, repurchase rights or other restrictions as
shall be determined by the Board of Directors.

SECTION 5.  Granting of Options, SARs and Awards.

      Plan Benefits may be granted under the Plan at any time after March 22,
1996 and prior to March 22, 2006.  The date of grant of Plan Benefits under
the Plan will be the date specified by the Board of Directors at the time the
Board of Directors grants such Plan Benefits; provided, however, that such
date shall not be prior to the date on which the Board of Directors takes
such action.  The Board of Directors shall have the right, with the consent
of a Participant, to convert an Incentive Stock Option granted under the Plan
to a Non-Qualified Option pursuant to Section 6.7.  Plan Benefits may be
granted alone or in addition to other grants under the Plan.

SECTION 6. Special Provisions Applicable to Options and SARs.

      6.1   Purchase Price and Shares Subject to Options and SARs.

            (a)   The purchase price per share of stock deliverable upon the
      exercise of an Option shall be determined by the Board of Directors,
      provided, however, that (i) in the case of an Incentive Stock Option,
      the exercise price shall not be less than l00% of the fair market value
      of such stock on the day the option is granted (except as modified in
      Section 6.6(b) hereof), and (ii) in the case of a Non-Qualified Option,
      the exercise price shall not be less than 50% of the fair market value
      of such stock on the day such Option is granted.

            (b)   Options granted under the Plan may provide for the payment
      of the exercise price by delivery of (i) cash or a check payable to the
      order of the Company in an amount equal to the exercise price of such
      Options, (ii) shares of Common Stock of the Company owned by the
      Participant having a fair market value equal in amount to the exercise
      price of the Options being exercised, or (iii) any combination of (i)
      and (ii).  The fair market value of any shares of the Company's Common
      Stock which may be delivered upon exercise of an Option shall be
      determined by the Board of Directors.  The Board of Directors may also
      permit Participants, either on a selective or aggregate basis, to
      simultaneously exercise Options and sell the shares of Common Stock
      thereby acquired, pursuant to a brokerage or similar arrangement,
      approved in advance by the Board of Directors, and to use the proceeds
      from such sale as payment of the purchase price of such shares.

            (c)   If, at the time an Option is granted under the Plan, the
      Company's Common Stock is publicly traded, "fair market value" shall be
      determined as of the date such Option is granted or, if not traded on
      such date, the last business day for which the prices or quotes
      discussed in this sentence are available prior to the date such Option
      is granted, (the "Determination Date") and shall mean (i) the average
      (on the Determination Date) of


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      the high and low prices of the Common Stock on the principal national
      securities exchange on which the Common Stock is traded, if such Common
      Stock is then traded on a national securities exchange; (ii) the last
      reported sale price (on the Determination Date) of the Common Stock on the
      Nasdaq Stock Market if the Common Stock is not then traded on a national
      securities exchange; or (iii) the closing bid price (or average of bid
      prices) last quoted (on the Determination Date) by an established
      quotation service for over-the-counter securities, if the Common Stock is
      not reported on the Nasdaq Stock Market. However, if the Common Stock is
      not publicly traded at the time an Option is granted under the Plan, "fair
      market value" shall be deemed to be the fair value of the Common Stock as
      determined by the Board of Directors after taking into consideration all
      factors which it deems appropriate, including, without limitation, recent
      sale and offer prices of the Common Stock in private transactions
      negotiated at arm's length.

      6.2   Duration of Options and SARs.  Subject to Section 6.6(b) hereof,
each Option and SAR and all rights thereunder shall be expressed to expire on
such date as the Board of Directors may determine, but in no event later than
ten years from the day on which the Option or SAR is granted and shall be
subject to earlier termination as provided herein.

      6.3   Exercise of Options and SARs.

            (a)   Subject to Section 6.6(b) hereof, each Option and SAR
      granted under the Plan shall be exercisable at such time or times and
      during such period as shall be set forth in the instrument evidencing
      such Option or SAR.  To the extent that an Option or SAR is not
      exercised by a Participant when it becomes initially exercisable, it
      shall not expire but shall be carried forward and shall be exercisable,
      on a cumulative basis, until the expiration of the exercise period.  No
      partial exercise may be for less than ten (l0) full shares of Common
      Stock (or its equivalent).

            (b)   The Board of Directors shall have the right to accelerate
      the date of exercise of any installments of any Option or SAR; provided
      that the Board of Directors shall not accelerate the exercise date of
      any installment of any Option granted to a Participant as an Incentive
      Stock Option (and not previously converted into a Non-Qualified Option
      pursuant to Section 6.7) if such acceleration would violate the annual
      vesting limitation contained in Section 422(d)(1) of the Code, which
      provides generally that the aggregate fair market value (determined at
      the time the Option is granted) of the stock with respect to which
      Incentive Stock Options granted to any Participant are exercisable for
      the first time by such Participant during any calendar year (under all
      plans of the Company and any Related Corporations) shall not exceed
      $100,000.

      6.4   Nontransferability of Options and SARs.

      No Option or SAR granted under the Plan shall be assignable or
transferable by the Participant, either voluntarily or by operation of law,
except by will or the laws of descent and distribution or, with respect to
Non-Qualified Options and SARs, pursuant to a qualified domestic


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relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act ("ERISA") or the rules promulgated thereunder or unless the
Participant's non-qualified stock option agreement granting such options (the
"Non-Qualified Stock Option Agreement") or the Participant's SAR agreement
granting such SARs (the "SAR Agreement") provides otherwise. Unless otherwise
provided by the Non-Qualified Stock Option Agreement or the SAR Agreement,
during the life of the Participant, the Option or SAR shall be exercisable only
by him or her. If any Participant should attempt to dispose of or encumber his
or her Options or SARs, other than in accordance with the applicable terms of a
Non-Qualified Stock Option Agreement or SAR Agreement, his or her interest in
such Options or SARs shall terminate.

      6.5   Effect of Termination of Employment or Death.

            (a)   If a Participant ceases to be employed by the Company or a
      Related Corporation for any reason, including retirement but other than
      death, any Option or SAR granted to such Participant under the Plan
      shall immediately terminate; provided, however, that any portion of
      such Option or SAR which was otherwise exercisable on the date of
      termination of the Participant's employment may be exercised within the
      three-month period following the date on which the Participant ceased
      to be so employed, but in no event after the expiration of the exercise
      period.  Any such exercise may be made only to the extent of the number
      of shares subject to the Option or SAR which were purchasable on the
      date of such termination of employment.  If the Participant dies during
      such three-month period, the Option or SAR shall be exercisable by the
      Participant's personal representatives, heirs or legatees to the same
      extent and during the same period that the Participant could have
      exercised the Option or SAR on the date of his or her death.

            (b)   If the Participant dies while an employee of the Company or
      any Related Corporation, any Option or SAR granted to such Participant
      under the Plan shall be exercisable by the Participant's personal
      representatives, heirs or legatees, for the purchase of that number of
      shares and to the same extent that the Participant could have exercised
      the Option or the SAR on the date of his or her death.  The Option or
      SAR or any unexercised portion thereof shall terminate unless so
      exercised prior to the earlier of the expiration of six months from the
      date of such death or the expiration of the exercise period.

      6.6   Designation of Incentive Stock Options; Limitations.

      Options granted under the Plan which are intended to be Incentive Stock
Options qualifying under Section 422 of the Code shall be designated as
Incentive Stock Options and shall be subject to the following additional
terms and conditions:

            (a)   Dollar Limitation.  The aggregate fair market value
      (determined at the time the option is granted) of the Common Stock for
      which Incentive Stock Options are exercisable for the first time during
      any calendar year by any person under the Plan (and all other incentive
      stock option plans of the Company and any Related Corporations) shall


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      not exceed $100,000.  In the event that Section 422(d)(1) of the Code
      is amended to alter the limitation set forth therein so that following
      such amendment such limitation shall differ from the limitation set
      forth in this Section 6.6(a), the limitation of this Section 6.6(a)
      shall be automatically adjusted accordingly.

            (b)   10% Stockholder.  If any key employee to whom an Incentive
      Stock Option is to granted pursuant to the provisions of the Plan is on
      the date of grant the owner of stock possessing more than l0% of the
      total combined voting power of all classes of stock of the Company or
      any Related Corporations, then the following special provisions shall
      be applicable to the Incentive Stock Option granted to such individual:

                  (i)   The option price per share of the Common Stock
            subject to such Incentive Stock Option shall not be less than
            110% of the fair market value of one share of Common Stock on the
            date of grant; and

                  (ii)  The option exercise period shall not exceed five
            years from the date of grant.

      In determining whether the 10% threshold has been reached, the stock
      attribution rules of Section 424(d) of the Code shall apply.

            (c)   Except as modified by the preceding provisions of this
      Section 6.6, all of the provisions of the Plan shall be applicable to
      Incentive Stock Options granted hereunder.

      6.7   Conversion of Incentive Stock Options into Non-Qualified
Options;  Termination of Incentive Stock Options.  The Board of Directors, at
the written request of any Participant, may in its discretion take such
actions as may be necessary to convert such Participant's Incentive Stock
Options (or any installments or portions of installments thereof) that have
not been exercised on the date of conversion into Non-Qualified Options at
any time prior to the expiration of such Incentive Stock Options, regardless
of whether the Participant is an employee of the Company or a Related
Corporation at the time of such conversion.  Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise
price of the appropriate installments of such Options.  At the time of such
conversion, the Board of Directors (with the consent of the Participant) may
impose such conditions on the exercise of the resulting Non-Qualified Options
as the Board of Directors in its discretion may determine, provided that such
conditions shall not be inconsistent with the Plan.  Nothing in the Plan
shall be deemed to give any Participant the right to have such Participant's
Incentive Stock Options converted into Non-Qualified Options, and no such
conversion shall occur until and unless the Board of Directors takes
appropriate action.  The Board of Directors, with the consent of the
Participant, may also terminate any portion of any Incentive Stock Option
that has not been exercised at the time of such termination.


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      6.8   Stock Appreciation Rights.  An SAR is the right to receive,
without payment, an amount equal to the excess, if any, of the fair market
value of a share of Common Stock on the date of exercise over the grant
price, which amount will be multiplied by the number of shares with respect
to which the SARs shall have been exercised.  The grant of SARs under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the express terms
of the Plan, as the Board of Directors shall deem desirable:

            (a)   Grant.  SARs may be granted in tandem with, in addition to
      or completely independent of any Plan Benefit.

            (b)   Grant Price.  The grant price of an SAR may be the fair
      market value of a share of Common Stock on the date of grant or such
      other price as the Board of Directors may determine.

            (c)   Exercise.  An SAR may be exercised by a Participant in
      accordance with procedures established by the Board of Directors or as
      otherwise provided in any agreement evidencing any SARs.  The Board of
      Directors may provide that an SAR shall be automatically exercised on
      one or more specified dates.

            (d)   Form of Payment.  Payment upon exercise of an SAR may be
      made in cash, in shares of Common Stock or any combination thereof, as
      the Board of Directors shall determine.

            (e)   Fair Market Value.  Fair market value shall be determined
      in accordance with Section 6.1(c) with the "Determination Date" being
      determined by reference to the date of grant or the date of exercise of
      an SAR, as applicable.

      6.9   Rights as a Stockholder.

      The holder of an Option or SAR shall have no rights as a stockholder
with respect to any shares covered by the Option or SAR until the date of
issue of a stock certificate to him or her for such shares.  Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

SECTION 7. Special Provisions Applicable to Awards

      7.1   Grants of Awards.  The Board of Directors may grant a Participant
an Award subject to such terms and conditions as the Board of Directors deems
appropriate, including, without limitation, restrictions on the pledging,
sale, assignment, transfer or other disposition of such shares and the
requirement that the Participant forfeit all or a portion of such shares back
to the Company upon termination of employment.


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      7.2 Conditions. Approvals of Awards may be subject to the following
conditions:

            (a)   Each Participant receiving an Award shall enter into an
      agreement (a "Stock Restriction Agreement") with the Company, if
      required by the Board of Directors, in a form specified by the Board of
      Directors agreeing to such terms and conditions of the Award as the
      Board of Directors deems appropriate.

            (b)   Shares issued and transferred to a Participant pursuant to
      an Award may, if required by the Board of Directors, be deposited with
      the Treasurer or other officer of the Company designated by the Board
      of Directors to be held until the lapse of the restrictions upon such
      shares, and each Participant shall execute and deliver to the Company
      stock powers enabling the Company to exercise its rights hereunder.

            (c)   Certificates for shares issued pursuant to an Award shall,
      if the Company shall deem it advisable, bear a legend to the effect
      that they are issued subject to specified restrictions.

            (d)   Certificates representing the shares issued pursuant to an
      Award shall be registered in the name of the Participant and shall be
      owned by such Participant.  Such Participant shall be the holder of
      record of such shares for all purposes, including voting and receipt of
      dividends paid with respect to such shares.

      7.3 Nontransferability. Shares issued pursuant to an Award may not be
sold, assigned, transferred, alienated, commuted, anticipated, or otherwise
disposed of (except, subject to the provisions of such Participant's Stock
Restriction Agreement, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA or the rules promulgated thereunder), or pledged or hypothecated as
collateral for a loan or as security for the performance of any obligation, or
be otherwise encumbered, and are not subject to attachment, garnishment,
execution or other legal or equitable process, prior to the lapse of
restrictions on such shares, and any attempt at action in contravention of this
Section shall be null and void. If any Participant should attempt to dispose of
or encumber his or her shares issued pursuant to an Award prior to the lapse of
the restrictions imposed on such shares, his or her interest in such shares
shall terminate.

      7.4 Effect of Termination of Employment or Death on Awards. If, prior to
the lapse of restrictions applicable to Awards, the Participant ceases to be an
employee of the Company or the Related Companies for any reason, Awards to such
Participant, as to which restrictions have not lapsed, shall be forfeited to the
Company, effective on the date of the Participant's termination of employment.
The Board of Directors shall have the sole power to decide in each case to what
extent leaves of absence shall be deemed a termination of employment.

SECTION 8. Requirements of Law.


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      8.1 Violations of Law. No shares shall be issued and delivered upon
exercise of any Option or the making of any Award or the payment of any SAR
unless and until, in the opinion of counsel for the Company, any applicable
registration requirements of the Securities Act of l933, as amended, any
applicable listing requirements of any national securities exchange on which
stock of the same class is then listed, and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery, shall
have been fully complied with. Each Participant may, by accepting Plan Benefits,
be required to represent and agree in writing, for himself or herself and for
his or her transferees by will or the laws of descent and distribution, that the
stock acquired by him, her or them is being acquired for investment. The
requirement for any such representation may be waived at any time by the Board
of Directors.

      8.2 Compliance with Rule 16b-3. The intent of this Plan is to qualify for
the exemption provided by Rule 16b-3 under the Exchange Act. To the extent any
provision of the Plan does not comply with the requirements of Rule 16b-3, it
shall be deemed inoperative to the extent permitted by law and deemed advisable
by the Board of Directors and shall not affect the validity of the Plan. In the
event Rule 16b-3 is revised or replaced, the Board of Directors may exercise
discretion to modify this Plan in any respect necessary to satisfy the
requirements of the revised exemption or its replacement.

SECTION 9. Recapitalization.

      In the event that dividends are payable in Common Stock of the Company or
in the event there are splits, sub-divisions or combinations of shares of Common
Stock of the Company, the number of shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
shares deliverable upon the exercise thereafter of any Option previously granted
shall be increased or decreased proportionately, as the case may be, without
change in the aggregate purchase price, and the number of shares to which
granted SARs relate shall be increased or decreased proportionately, as the case
may be, and the grant price of such SARs shall be decreased or increased
proportionately, as the case may be.

SECTION 10. Reorganization.

      In case the Company is merged or consolidated with another corporation and
the Company is not the surviving corporation, or, in case the property or stock
of the Company is acquired by any other corporation, or in case of a
reorganization or liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations
of the Company hereunder, shall, as to outstanding Plan Benefits, either (i)
make appropriate provision for the protection of any such outstanding Plan
Benefits by the substitution on an equitable basis of appropriate stock of the
Company or of the merged, consolidated or otherwise reorganized corporation
which will be issuable in respect of the shares of Common Stock of the Company,
provided only that the excess of the aggregate fair market value of the shares
subject to the Plan Benefits immediately after such substitution over the
purchase price thereof is not more than the excess of the aggregate fair market
value of the shares subject to such Plan Benefits immediately before such
substitution over the purchase price thereof, (ii) upon


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written notice to the Participants, provide that all unexercised Plan Benefits
must be exercised within a specified number of days of the date of such notice
or such Plan Benefits will be terminated, or (iii) upon written notice to the
Participants, provide that the Company or the merged, consolidated or otherwise
reorganized corporation shall have the right, upon the effective date of any
such merger, consolidation, sale of assets or reorganization, to purchase all
Plan Benefits held by each Participant and unexercised as of that date at an
amount equal to the aggregate fair market value on such date of the shares
subject to the Plan Benefits held by such Participant over the aggregate
purchase price therefor, such amount to be paid in cash or, if stock of the
merged, consolidated or otherwise reorganized corporation is issuable in respect
of the shares of the Common Stock of the Company, then, in the discretion of the
Board of Directors, in stock of such merged, consolidated or otherwise
reorganized corporation equal in fair market value to the aforesaid amount. In
any such case the Board of Directors shall, in good faith, determine fair market
value and may, in its discretion, advance the lapse of any waiting or
installment periods and exercise dates.

SECTION 11. No Special Employment Rights.

      Nothing contained in the Plan or in any Plan Benefit documentation shall
confer upon any Participant receiving a grant of any Plan Benefit any right with
respect to the continuation of his or her employment by the Company (or any
Related Corporation) or interfere in any way with the right of the Company (or
any Related Corporation), subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of any Plan Benefit. Whether an authorized
leave of absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Board of Directors.

SECTION 12. Amendment of the Plan.

      The Board of Directors may at any time and from time to time modify or
amend the Plan in any respect. The termination or any modification or amendment
of the Plan shall not, without the consent of a recipient of any Plan Benefit
affect his or her rights under any Plan Benefit previously granted to. With the
consent of the affected Participant, the Board of Directors may amend
outstanding agreements relating to any Plan Benefit, in a manner not
inconsistent with the Plan. The Board of Directors hereby reserves the right to
amend or modify the terms and provisions of the Plan and of any outstanding
Options to the extent necessary to qualify any or all Options under the Plan for
such favorable federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded incentive stock options under Section 422 of the
Code, provided, however, that the consent of an optionee is required if such
amendment or modification would cause unfavorable income tax treatment for such
optionee.


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SECTION 13. Withholding.

      The Company's obligation to deliver shares of stock upon the exercise of
any Option or the granting of an Award or to make payment upon any exercise of
any SAR shall be subject to the satisfaction by the Participant of all
applicable federal, state and local income and employment tax withholding
requirements.

SECTION 14. Effective Date and Duration of the Plan.

      14.1 Effective Date. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by the
Company's stockholders. If such stockholder approval is not obtained within l2
months after the date of the Board's adoption of the Plan, then any Incentive
Stock Options previously granted under the Plan shall terminate and no further
Incentive Stock Options shall be granted. Subject to such limitation, Options
may be granted under the Plan at any time after the effective date and before
the date fixed herein for termination of the Plan.

      14.2 Duration. Unless sooner terminated in accordance with Section 10
hereof, the Plan shall terminate upon the earlier of (i) the tenth anniversary
of the date of its adoption by the Board of Directors or (ii) the date on which
all shares available for issuance under the Plan shall have been issued pursuant
to any Awards or the exercise or cancellation of Options and SARs granted
hereunder. If the date of termination is determined under (i) above, then Plan
Benefits outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such Plan Benefits.

SECTION 15. Governing Law.

      The Plan and all actions taken thereunder shall be governed by the laws of
the State of Delaware.


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