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                            EXHIBIT 10.29

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                              1994 STOCK OPTION PLAN

                                       of

                                MICROFRAME, INC.

                         (as amended on July 17, 1995)

            1.    PURPOSES OF THE PLAN.  This stock option plan (the "Plan") is
designed  to  provide  an  incentive  to key employees (including directors and
officers  who  are  key employees) and to consultants and directors who are not
employees  of  MicroFrame,  Inc., a New Jersey corporation (the "Company"), and
its  present  and  future  subsidiary  corporations, as defined in Paragraph 19
("Subsidiaries"),  and  to  offer  an  additional  inducement  in obtaining the
services  of  such  individuals.  The Plan provides for the grant of "incentive
stock options" ("ISOs") within the meaning of Section 422 of the Internal Reve-
nue  Code  of  1986,  as  amended  (the "Code"), and nonqualified stock options
("NQSOs"),  but  the  Company  makes no warranty as to the qualification of any
option as an "incentive stock option" under the Code.   

            2.    STOCK  SUBJECT  TO  THE  PLAN.   Subject to the provisions of
Paragraph  12,  the aggregate number of shares of Common Stock, $.001 par value
per  share,  of  the  Company ("Common Stock") for which options may be granted
under  the  Plan shall not exceed 750,000.  Such shares of Common Stock may, in
the  discretion  of  the  Board  of  Directors  of  the  Company (the "Board of
Directors"),  consist  either  in  whole  or in part of authorized but unissued
shares  of  Common  Stock or shares of Common Stock held in the treasury of the
Company.    The  Company shall at all times during the term of the Plan reserve
and  keep available such number of shares of Common Stock as will be sufficient
to  satisfy  the  requirements  of  the  Plan.    Subject  to the provisions of
Paragraph  13,  any  shares  of Common Stock subject to an option which for any
reason  expires,  is cancelled or is terminated unexercised or which ceases for
any  reason  to be exercisable shall again become available for the granting of
options under the Plan.  

            3.    ADMINISTRATION  OF  THE PLAN.  The Plan shall be administered
by  a  committee  of the Board of Directors (the "Committee") consisting of not
less  than two directors, each of whom shall be a "disinterested person" within
the  meaning  of  Rule  16b-3 (or any successor rule or regulation) promulgated
under  the Securities Exchange Act of 1934, as amended (the "Exchange Act").  A
majority  of  the  members  of the Committee shall constitute a quorum, and the
acts  of  a majority of the members present at any meeting at which a quorum is
present,  and  any  acts  approved in writing by all members without a meeting,
shall be the acts of the Committee. 

            Subject  to the express provisions of the Plan, the Committee shall
have  the  authority,  in its sole discretion, with respect to Employee Options
and  Consultant Options (each as defined in Paragraph 19): to determine the key
employees  who  shall  receive  Employee  Options and the consultants who shall
receive  Consultant Options; the times when they shall receive options; whether
an  Employee  Option  shall be an ISO or a NQSO; the number of shares of Common
Stock  to  be  subject  to  each option; the term of each option; the date each
option  shall  become  exercisable;  whether  an option shall be exercisable in
whole,  in  part  or  in  installments,  and, if in installments, the number of
shares  of  Common  Stock  to  be  subject  to  each  installment;  whether the
installments  shall  be  cumulative;  the  date  each  installment shall become
exercisable and the term of each installment; whether to accelerate the date of
exercise  of any installment; whether shares of Common Stock may be issued upon
the  exercise  of  an  option as partly paid, and, if so, the dates when future
installments  of  the  exercise  price shall become due and the amounts of such

<PAGE>
 


installments;  the  exercise  price  of each option; the form of payment of the
exercise price; whether to restrict the sale or other disposition of the shares
of  Common  Stock acquired upon the exercise of an option and to waive any such
restriction; whether to subject the exercise of all or any portion of an option
to the fulfillment of contingencies as specified in the contract referred to in
Paragraph  11  (the  "Contract"),  including  without limitation, contingencies
relating  to  entering  into a covenant not to compete with the Company and its
Parent  (as  defined in Paragraph 19) and Subsidiaries, to financial objectives
for  the  Company,  a Subsidiary, a division, a product line or other category,
and/or the period of continued relationship of the optionee with the Company or
its  Subsidiaries,  and  to determine whether such contingencies have been met;
and  with  respect  to  Employee  Options,  Consultant Options and Non-Employee
Director Options (as defined in Paragraph 19): to determine the amount, if any,
necessary  to  satisfy  the  Company's  obligation  to  withhold taxes or other
amounts;  the  fair  market  value  of a share of Common Stock; to construe the
respective  Contracts and the Plan; with the consent of the optionee, to cancel
or  modify an option, provided such option as modified would be permitted to be
granted  on  such  date  under  the  terms of the Plan; to prescribe, amend and
rescind  rules  and  regulations  relating  to  the Plan; and to make all other
determinations  necessary  or  advisable  for  administering  the  Plan.    The
determinations  of the Committee on the matters referred to in this Paragraph 3
shall be conclusive. 

            No member or former member of the Committee shall be liable for any
action,  failure to act or determination made in good faith with respect to the
Plan or any option hereunder. In addition, the Company shall indemnify and hold
each  member  and  former member of the Committee harmless from and against any
liability,  claim for damages and expenses in connection therewith by reason of
any  action,  failure  to  act  or determination made in good faith under or in
connection  with  the  Plan  or  any  option  hereunder  to  the fullest extent
permitted  with  respect  to  directors  under  the  Company's  certificate  of
incorporation, by-laws or applicable law.

            4.    ELIGIBILITY;  GRANTS.    The Committee may from time to time,
consistent  with  the  purposes  of  the  Plan,  grant  Employee Options to key
employees  (including  officers  and  directors  who  are  key  employees), and
Consultant  Options  to consultants, of the Company or any of its Subsidiaries.
Such  options  granted shall cover such number of shares of Common Stock as the
Committee  may  determine; provided, however, that the maximum number of shares
subject  to  Employee  Options that may be granted to any individual during any
calendar year under the Plan (the "162(m) Maximum") shall be 75,000 shares; and
further  provided  that  the aggregate market value (determined at the time the
option  is  granted)  of  the  shares  of  Common  Stock for which any eligible
employee  may  be granted ISOs under the Plan or any other plan of the Company,
or  of  a  Parent or a Subsidiary of the Company, which are exercisable for the
first time by such optionee during any calendar year shall not exceed $100,000.
The $100,000 ISO limitation shall be applied by taking ISOs into account in the
order  in which they were granted.  Any option (or the portion thereof) granted
in excess of such amount shall be treated as a NQSO.  
                  
            Immediately  following  each  annual meeting of shareholders of the
Company at which directors are elected (an "Annual Meeting") during the term of
the  Plan, every person who is a Non-Employee Director (as defined in Paragraph
19)  at  such  time, whether or not elected at such meeting, shall be granted a
Non-Employee  Director  Option  to  purchase 10,000 shares of Common Stock.  In
addition,  on  the  day  an individual first becomes a Non-Employee Director if
other than at an Annual Meeting, such Non-Employee Director shall be granted an

                                       -2-<PAGE>


option to purchase a number of shares of Common Stock equal to 2,500 multiplied
by the number of full three-month periods remaining until the first anniversary
of the immediately preceding Annual Meeting.  Each Non-Employee Director Option
shall  become  exercisable  as to 2,500 shares of Common Stock upon each three-
month  anniversary  of the date of grant, provided that the holder continues to
serve  as  a  Non-Employee Director on such date; and further provided, that if
the  next  Annual  Meeting  is  held  on or before the first anniversary of the
immediately  preceding  Annual  Meeting,  the last 2,500 shares of Common Stock
under  such  Non-Employee  Director  Option shall become exercisable on the day
preceding  the  next  Annual  Meeting  (if  he  continues  to be a Non-Employee
Director on such date).   In the event the remaining shares available for grant
under the Plan are not sufficient to grant the Non-Employee Director Options to
each  such  Non-Employee  Director on any date, the number of shares subject to
the  Non-Employee  Director Options to be granted on such date shall be reduced
proportionately.    The Committee shall not have any discretion with respect to
the  selection  of  directors  to  receive Non-Employee Director Options or the
amount,  the price or the timing with respect thereto.  A Non-Employee Director
shall  not  be  entitled  to receive any options under the Plan other than Non-
Employee Director Options.

            5.    EXERCISE  PRICE.   The exercise price of the shares of Common
Stock  under  each Employee Option and Consultant Option shall be determined by
the  Committee;  provided, however, that the exercise price of an ISO shall not
be  less  than the fair market value of the Common Stock subject to such option
on  the  date  of  grant;  and further provided, that if, at the time an ISO is
granted,  the  optionee  owns  (or is deemed to own under Section 424(d) of the
Code)  stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company, of any of its Subsidiaries or of a Parent, the
exercise price of such ISO shall not be less than 110% of the fair market value
of  the  Common  Stock  subject to such ISO on the date of grant.  The exercise
price  of  the  shares  of Common Stock under each Non-Employee Director Option
shall  be  equal  to  the fair market value of the Common Stock subject to such
option on the date of grant.

            The  fair  market value of a share of Common Stock on any day shall
be  (a)  if  the principal market for the Common Stock is a national securities
exchange,  the  average  of  the  highest  and lowest sales prices per share of
Common  Stock  on  such day as reported by such exchange or on a composite tape
reflecting  transactions  on such exchange, (b) if the principal market for the
Common  Stock  is  not  a  national securities exchange and the Common Stock is
quoted  on  the National Association of Securities Dealers Automated Quotations
System  ("NASDAQ"), and (i) if actual sales price information is available with
respect to the Common Stock, the average of the highest and lowest sales prices
per share of Common Stock on such day on NASDAQ, or (ii) if such information is
not available, the average of the highest bid and lowest asked prices per share
of  Common  Stock on such day on NASDAQ, or (c) if the principal market for the
Common  Stock is not a national securities exchange and the Common Stock is not
quoted  on  NASDAQ,  the average of the highest bid and lowest asked prices per
share  of Common Stock on such day as reported on the NASDAQ OTC Bulletin Board
Service  or by National Quotation Bureau, Incorporated or a comparable service;
provided,  however,  that if clauses (a), (b) and (c) of this Paragraph are all
inapplicable,  or  if  no  trades have been made or no quotes are available for
such  day, the fair market value of the Common Stock shall be determined by the
Board  by  any  method  consistent  with  applicable regulations adopted by the
Treasury Department relating to stock options.

            6.    TERM.  The term of each Employee Option and Consultant Option
granted  pursuant  to  the  Plan  shall  be  such term as is established by the

                                       -3-<PAGE>


Committee,  in  its  sole  discretion,  at  or  before  the time such option is
granted;  provided,  however, that the term of each ISO granted pursuant to the
Plan  shall  be  for  a  period  not  exceeding 10 years from the date of grant
thereof;  and  further,  provided,  that if, at the time an ISO is granted, the
optionee  owns  (or  is  deemed  to own under Section 424(d) of the Code) stock
possessing  more  than 10% of the total combined voting power of all classes of
stock  of  the  Company, of any of its Subsidiaries or of a Parent, the term of
the  ISO shall be for a period not exceeding five years from the date of grant.
Employee Options and Consultant Options shall be subject to earlier termination
as   hereinafter  provided.  Subject  to  earlier  termination  as  hereinafter
provided,  each  Non-Employee  Director  Option shall have a term of five years
commencing on the date of grant.

            7.    EXERCISE.  An option (or any part or installment thereof), to
the extent then exercisable, shall be exercised by giving written notice to the
Company  at  its  principal  office  stating  which  option is being exercised,
specifying  the  number  of  shares  of Common Stock as to which such option is
being  exercised  and  accompanied by payment in full of the aggregate exercise
price  therefor  (or the amount due on exercise if the Contract with respect to
an  Employee  Option  permits installment payments) (a) in cash or by certified
check  or  (b) in the case of an Employee Option or a Consultant Option, if the
applicable  Contract  permits,  with previously acquired shares of Common Stock
having  an  aggregate  fair market value, on the date of exercise, equal to the
aggregate   exercise  price  of  all  options  being  exercised,  or  with  any
combination  of cash, certified check or shares of Common Stock.  In such case,
the  fair  market  value  of the Common Stock shall be determined in accordance
with Paragraph 5.  

            The  Committee  may,  in  its  discretion,  permit  payment  of the
exercise  price of an option by delivery by the optionee of a properly executed
notice,  together  with  a  copy  of  his  irrevocable instructions to a broker
acceptable  to  the  Committee to deliver promptly to the Company the amount of
sale  or  loan  proceeds  sufficient to pay such exercise price.  In connection
therewith,  the  Company  may  enter into agreements for coordinated procedures
with one or more brokerage firms.

            A  person  entitled to receive Common Stock upon the exercise of an
option  shall  not have the rights of a shareholder with respect to such shares
of  Common  Stock  until the date of issuance of a stock certificate to him for
such  shares;  provided,  however, that until such stock certificate is issued,
any  option  holder using previously acquired shares of Common Stock in payment
of  an option exercise price shall continue to have the rights of a shareholder
with respect to such previously acquired shares. 

            In  no  case may a fraction of a share of Common Stock be purchased
or issued under the Plan.  

            8.    TERMINATION  OF  RELATIONSHIP.     Except as may otherwise be
expressly provided in the applicable Contract, any holder of an Employee Option
whose  employment  with  the  Company  (and  its  Parent  and Subsidiaries) has
terminated  for  any  reason  other than his death or Disability (as defined in
Paragraph  19)  may exercise such option, to the extent exercisable on the date
of  such  termination,  at  any  time  within  three  months  after the date of
termination, but not thereafter and in no event after the date the option would
otherwise have expired; provided, however, that if his employment is terminated
either  (a)  for  cause, or (b) without the consent of the Company, such option
shall terminate immediately.   Except as may otherwise be expressly provided in
the  applicable  Contract, Employee Options granted under the Plan shall not be

                                       -4-<PAGE>


affected  by  any change in the status of the holder so long as he continues to
be  an  employee  or  a  consultant  of  the  Company, its Parent or any of the
Subsidiaries  (regardless  of  having  been transferred from one corporation to
another).

            For  the  purposes of the Plan, an employment relationship shall be
deemed  to exist between an individual and a corporation if, at the time of the
determination,  the individual was an employee of such corporation for purposes
of  Section  422(a)  of the Code.  As a result, an individual on military, sick
leave  or  other  bona fide leave of absence shall continue to be considered an
employee  for purposes of the Plan during such leave if the period of the leave
does  not  exceed  90 days, or, if longer, so long as the individual's right to
reemployment  with  the Company (or a related corporation) is guaranteed either
by  statute  or  by  contract.   If the period of leave exceeds 90 days and the
individual's right to reemployment is not guaranteed by statute or by contract,
the  employment relationship shall be deemed to have terminated on the 91st day
of such leave.

            Except  as  may  otherwise  be expressly provided in the applicable
Contract,  the holder of a Consultant Option whose consulting relationship with
the Company (and its Parent and Subsidiaries) has terminated for any reason may
exercise   such  option,  to  the  extent  exercisable  on  the  date  of  such
termination, at any time within three months after the date of termination, but
not  thereafter  and in no event after the date the option would otherwise have
expired; provided, however, that if such relationship was terminated either (a)
for  cause or (b) without the consent of the Company (other than as a result of
the  death  or  Disability  of the holder or a key employee of the holder), the
option  shall  terminate  immediately.    Except  as may otherwise be expressly
provided  in the applicable Contract, Consultant Options granted under the Plan
shall not be affected by a change in the relationship, so long as the holder of
the  option  continues  to be a consultant of the Company, its Parent or any of
its  Subsidiaries  (regardless  of having ceased to be a consultant  for any of
such corporations).

            The  holder  of  an Non-Employee Director Option who ceases to be a
Non-Employee Director of  the Company (and its Parent and Subsidiaries) for any
reason  may exercise such option, to the extent exercisable on the date of such
termination,  at any time during its term; provided, however, that if  the Non-
Employee Director is removed as a director of the Company for cause, the option
shall terminate immediately.
 
            Nothing  in  the Plan or in any option granted under the Plan shall
confer on any individual any right to continue in the employ or as a consultant
of  the Company, its Parent or any of its Subsidiaries, or as a director of the
Company,  or  interfere in any way with any right of the Company, its Parent or
any  of its Subsidiaries to terminate the holder's relationship at any time for
any  reason  whatsoever  without liability to the Company, its Parent or any of
its Subsidiaries. 

            9.    DEATH  OR DISABILITY OF AN OPTIONEE.  If an optionee dies (a)
while he is employed by the Company, its Parent or any of its Subsidiaries, (b)
within  three  months  after  the  termination  of  his employment (unless such
termination  was for cause or without the consent of the Company) or (c) within
one  year  following the termination of his employment by reason of Disability,
his  Employee Option may be exercised, to the extent exercisable on the date of
his  death, by his executor, administrator or other person at the time entitled
by  law  to  his  rights  under  such option, at any time within one year after


                                       -5-<PAGE>


death,  but  not  thereafter  and  in  no event after the date the option would
otherwise have expired.

              Any  optionee  whose  employment  has  terminated  by  reason  of
Disability may exercise his Employee Option, to the extent exercisable upon the
effective  date  of  such  termination,  at any time within one year after such
date,  but  not  thereafter  and  in  no  event after the date the option would
otherwise have expired.  

            The term of a Non-Employee Director Option shall not be affected by
the  death or Disability of the holder.  The termination of a Consultant Option
as  a  result  of the death or Disability of the holder of the option (or a key
employee  thereof)  shall  be governed by Paragraph 8.  If the holder of a Non-
Employee  Director  Option  or  Consultant  Option dies during the term of such
option,  the  option may be exercised, to the extent exercisable on the date of
his  death, at any time during its term by his executor, administrator or other
person at the time entitled by law to his rights under such option.  

            10.   COMPLIANCE  WITH SECURITIES LAWS.  The Committee may require,
in its discretion, as a condition to the exercise of any option that either (a)
a  Registration  Statement  under  the  Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock to be issued upon
such  exercise  shall  be effective and current at the time of exercise, or (b)
there  is  an  exemption  from  registration  under  the Securities Act for the
issuance of shares of Common Stock upon such exercise.  Nothing herein shall be
construed  as  requiring  the  Company to register under the Securities Act the
shares subject to any option.

            The  Committee  may  require the optionee to execute and deliver to
the   Company  his  representations  and  warranties,  in  form  and  substance
satisfactory to the Committee, that (a) the shares of Common Stock to be issued
upon  the exercise of the option are being acquired by the optionee for his own
account,  for investment only and not with a view to the resale or distribution
thereof,  and  (b)  any  subsequent  resale or distribution of shares of Common
Stock  by  such  optionee  will  be  made  only  pursuant to (i) a Registration
Statement  under the Securities Act which is effective and current with respect
to the shares of Common Stock being sold, or (ii) a specific exemption from the
registration   requirements  of  the  Securities  Act,  but  in  claiming  such
exemption,  the  optionee  shall,  prior  to  any offer of sale or sale of such
shares of Common Stock, provide the Company with a favorable written opinion of
counsel,  in  form  and  substance  satisfactory  to  the  Company,  as  to the
applicability of such exemption to the proposed sale or distribution.  

            In  addition,  if  at any time the Committee shall determine in its
discretion  that  the  listing  or  qualification of the shares of Common Stock
subject  to such option on any securities exchange or under any applicable law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable  as  a condition to, or in connection with, the granting of an option
or  the  issue  of  shares  of  Common Stock thereunder, such option may not be
exercised  in  whole  or in part unless such listing, qualification, consent or
approval  shall  have  been  effected  or  obtained  free of any conditions not
acceptable to the Committee. 

            11.   STOCK OPTION CONTRACTS.  Each option shall be evidenced by an
appropriate  Contract  which  shall  be  duly  executed  by the Company and the
optionee, and shall contain such terms and conditions not inconsistent herewith
as may be determined by the Committee. 


                                       -6-<PAGE>


            12.   ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any
other  provision  of  the  Plan,  in the event of any change in the outstanding
Common  Stock  by reason of a stock dividend, recapitalization, merger in which
the  Company is the surviving corporation, split-up, combination or exchange of
shares  or  the  like,  the  aggregate number and kind of shares subject to the
Plan,  the  aggregate  number  and  kind  of shares subject to each outstanding
option  and  the  exercise  price  thereof,  and  the number and kind of shares
subject to future Non-Employee Director Options and the 162(m) Maximum shall be
appropriately  adjusted by the Board of Directors, whose determination shall be
conclusive. 

            In  the event of (a) the liquidation or dissolution of the Company,
or  (b)  a  merger  in  which the Company is not the surviving corporation or a
consolidation  involving  the Company, any outstanding options shall terminate,
unless other provision is made therefor in the transaction.

            13.   AMENDMENTS AND TERMINATION OF THE PLAN.  The Plan was adopted
by  the  Board  of Directors on August 10, 1994 and was amended by the Board of
Directors  on  July  17,  1995.   No option may be granted under the Plan after
August  9,  2004.    The  Board  of  Directors, without further approval of the
Company's shareholders, may at any time suspend or terminate the Plan, in whole
or  in  part,  or  amend  it  from time to time in such respects as it may deem
advisable,  including, without limitation, in order that ISOs granted hereunder
meet  the  requirements for "incentive stock options" under the Code, to comply
with the provisions of Rule 16b-3 promulgated under the Exchange Act or Section
162(m)  of  the  Code,  and  to  conform  to any change in applicable law or to
regulations  or  rulings of administrative agencies; provided, however, that no
amendment  shall  be  effective  without  the  requisite  prior  or  subsequent
shareholder  approval  which  would (a) except as contemplated in Paragraph 12,
increase  the maximum number of shares of Common Stock for which options may be
granted  under  the  Plan or change the 162(m) Maximum, (b) materially increase
the  benefits  to  participants  under  the  Plan or (c) change the eligibility
requirements  to receive options hereunder.  Notwithstanding the foregoing, the
provisions  regarding  the selection of directors for participation in, and the
amount,  the price or the timing of, Non-Employee Director Options shall not be
amended  more than once every six months, other than to comport with changes in
the  Code, the Employee Retirement Income Security Act or the rules thereunder.
No  termination, suspension or amendment of the Plan shall, without the consent
of  the  holder  of  an  existing option affected thereby, adversely affect his
rights  under  such  option.    The  power  of  the  Committee  to construe and
administer  any options granted under the Plan prior to the termination or sus-
pension  of  the  Plan  nevertheless  shall  continue after such termination or
during such suspension.

            14.   NON-TRANSFERABILITY  OF OPTIONS.  No option granted under the
Plan  shall  be  transferable otherwise than by will or the laws of descent and
distribution,  and  options may be exercised, during the lifetime of the holder
thereof,  only  by  him  or  his  legal  representatives.  Except to the extent
provided above, options may not be assigned, transferred, pledged, hypothecated
or  disposed of in any way (whether by operation of law or otherwise) and shall
not be subject to execution, attachment or similar process. 

            15.   WITHHOLDING  TAXES.    The  Company  may withhold cash and/or
shares  of  Common  Stock to be issued with respect thereto having an aggregate
fair  market  value  equal  to  the  amount which it determines is necessary to
satisfy  its  obligation  to  withhold Federal, state and local income taxes or
other  amounts  incurred  by  reason of the grant or exercise of an option, its
disposition,  or  the  disposition  of  the  underlying shares of Common Stock.

                                       -7-<PAGE>


Alternatively,  the  Company  may require the holder to pay to the Company such
amount,  in  cash,  promptly upon demand.  The Company shall not be required to
issue any shares of Common Stock pursuant to any such option until all required
payments have been made.  Fair market value of the shares of Common Stock shall
be determined in accordance with Paragraph 5. 

            Notwithstanding  anything  in  the  Plan  or in any Contract to the
contrary,  the  Company  may not withhold shares of Common Stock to satisfy the
tax  withholding  consequences  of the exercise of an option by a holder who is
subject  to the reporting requirements of Section 16(a) of the Exchange Act (as
it  constitutes  a  deemed exercise of a stock appreciation right ("SAR") under
Rule  16b-3  under  the  Exchange  Act),  unless  (a) the Company has filed all
periodic  reports and statements required to be filed by it pursuant to Section
13(a)  of  the  Exchange  Act  for  at least one year prior to the date of such
exercise, (b) the Company on a regular basis releases for publication quarterly
and  annual summary statements of sales and earnings in the manner contemplated
in  the rules promulgated under Section 16 of the Exchange Act, (c) except when
the  date  of  exercise  of such SAR is automatic or fixed in advance under the
Plan  and  is outside the control of the holder, the election by such holder to
receive  cash in full or partial settlement of the SAR, as well as the exercise
of  the SAR for cash, is made during the period beginning on the third business
day  following  the  date  of  release of the summary statements referred to in
clause (b) and ending on the 12th business day following such date, and (d) the
option has been held for at least six months from the date of grant to the date
of  cash  settlement.    Any  holder  subject  to the reporting requirements of
Section  16(a) of the Exchange Act may request the Committee to withhold shares
only if the option is exercised within the applicable period prescribed above.

            16.   LEGENDS;  PAYMENT  OF EXPENSES.  The Company may endorse such
legend  or legends upon the certificates for shares of Common Stock issued upon
exercise  of  an  option  under  the  Plan  and  may issue such "stop transfer"
instructions  to its transfer agent in respect of such shares as it determines,
in  its  discretion,  to be necessary or appropriate to (a) prevent a violation
of,  or  to  perfect  an  exemption  from, the registration requirements of the
Securities  Act,  (b)  implement  the  provisions  of the Plan or any agreement
between  the  Company  and  the  optionee with respect to such shares of Common
Stock,  or  (c)  permit  the  Company  to  determine  the  occurrence  of  a
"disqualifying disposition," as described in Section 421(b) of the Code, of the
shares  of  Common  Stock transferred upon the exercise of an ISO granted under
the Plan.

            The  Company  shall  pay  all  issuance  taxes  with respect to the
issuance of shares of Common Stock upon the exercise of an option granted under
the  Plan,  as  well  as  all  fees  and  expenses  incurred  by the Company in
connection with such issuance.

            17.   USE  OF  PROCEEDS.  The cash proceeds from the sale of shares
of  Common  Stock  pursuant  to the exercise of options under the Plan shall be
added  to  the  general funds of the Company and used for corporate purposes as
the Board of Directors may determine.

            18.   SUBSTITUTIONS  AND  ASSUMPTIONS  OF  OPTIONS  OF  CERTAIN
CONSTITUENT  CORPORATIONS.    Anything  in  this  Plan  to  the  contrary
notwithstanding,  the  Board  of Directors may, without further approval by the
shareholders,  substitute  new  options  for  prior  options  of  a Constituent
Corporation  (as  defined  in Paragraph 19) or assume the prior options of such
Constituent Corporation. 


                                       -8- <PAGE>
 


            19.   DEFINITIONS. 

            (a)   Subsidiary.    The  term  "Subsidiary"  shall  have  the same
definition as "subsidiary corporation" in Section 424(f) of the Code. 

            (b)   Parent.   The term "Parent" shall have the same definition as
"parent corporation" in Section 424(e) of the Code. 

            (c)   Constituent  Corporation.  The term "Constituent Corporation"
shall  mean  any  corporation which engages with the Company, its Parent or any
Subsidiary  in  a  transaction  to which Section 424(a) of the Code applies (or
would apply if the option assumed or substituted were an ISO), or any Parent or
any Subsidiary of such corporation. 

            (d)   Disability.  The term "Disability" shall mean a permanent and
total disability within the meaning of Section 22(e)(3) of the Code.

            (e)   Employee  Option.    The term "Employee Option" shall mean an
option granted pursuant to the Plan to an individual who, at the time of grant,
is a key employee of the Company or a Subsidiary of the Company.

            (f)   Consultant Option.  The term "Consultant Option" shall mean a
NQSO  granted  pursuant to the Plan to a person who, at the time of grant, is a
consultant  to Company or a Subsidiary of the Company, and at such time is nei-
ther  a  common  law  employee  of the Company or any of its Subsidiaries nor a
director of the Company.

            (g)   Non-Employee  Director  Option.    The  term  "Non-Employee
Director  Option"  shall  mean  a NQSO granted pursuant to the Plan to a person
who, at the time of the grant, is a Non-Employee Director.

            (h)   Non-Employee  Director.    The  term  "Non-Employee Director"
shall  mean an individual who is a director of the Company, but is not a common
law employee of the Company or of any of its Subsidiaries.

            20.   GOVERNING  LAW.    The  Plan,  such options as may be granted
hereunder  and  all  related  matters  shall  be  governed by, and construed in
accordance  with,  the  laws  of  the  State  of  New Jersey, without regard to
conflict of law provisions.

            21.   PARTIAL  INVALIDITY.    The  invalidity  or illegality of any
provision herein shall not affect the validity of any other provision.

            22.   SHAREHOLDER  APPROVAL.    The  amendment to the Plan shall be
subject  to  approval  by  the  affirmative  vote,  in person or by proxy, of a
majority of all outstanding shares of the Company at the next duly held meeting
of the Company's shareholders at which a quorum is present.  No options granted
pursuant  to  the  amendment  may be exercised prior to such approval, provided
that the date of grant of any options granted thereunder shall be determined as
if  the  amendment  to  the  Plan  had  not  been  subject  to  such  approval.
Notwithstanding  the foregoing, if the amendment to the Plan is not approved by
a  vote  of  the  shareholders  of  the Company on or before July 16, 1996, the
amendment  and  any options granted thereunder shall terminate, but the Plan as
in  effect  prior  to  the  amendment  and all options granted thereunder shall
remain in full force and effect.




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