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                                  EXHIBIT 10.3
                                 MEDIA 100 INC.

                       1992 KEY EMPLOYEE INCENTIVE PLAN,
                       AS AMENDED THROUGH APRIL 14, 1999

    1.  PLAN; PURPOSE; GENERAL.  The purpose of this Key Employee Incentive Plan
(1992) (the "Plan") is to advance the interests of Media 100 Inc. (formerly Data
Translation, Inc.) (the "Company") by enhancing the ability of the Company and
its subsidiaries to attract and retain selected advisers, consultants, key
employees and directors, by creating for such persons incentives and rewards for
their contributions to the success of the Company, and by encouraging such
persons to become owners of shares of the Company's Common Stock, par value
$0.01 per share (the "common stock" or "stock"). Options granted pursuant to the
Plan may be incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") (such options being referred to
herein as "incentive options") or non-incentive options. The proceeds received
from the sale of stock pursuant to the Plan shall be used for general corporate
purposes. Except as otherwise expressly provided with respect to an option
grant, no option granted pursuant to the Plan shall be an incentive option.

    2.  EFFECTIVE DATE OF PLAN.  This Plan will become effective upon approval
by at least a majority of the votes cast at the next duly called Annual Meeting
of Stockholders of the Company at which a quorum representing a majority of the
voting power of all outstanding voting stock of the Company is, either in person
or by proxy, present and voting thereon or at any adjournment thereof. Grants of
awards under the Plan may be made prior to that date (but after Board adoption
of the Plan), subject to approval of the Plan by such shareholders.(1)

    3.  ADMINISTRATION OF THE PLAN.  The Plan will be administered by the Board
of Directors (the "Board") of the Company. The Board will have authority, to
take all action necessary or appropriate thereunder, to interpret its
provisions, and to decide all questions and resolve all disputes which may arise
in connection therewith. Such determinations of the Board shall be conclusive
and shall bind all parties.

    The Board may, in its discretion, delegate some or all of its powers with
respect to the Plan to the Executive Compensation and Stock Option Committee or
any other committee (the "Committee"), in which event all references to the
Board hereunder, except the references in Section 11 hereof, shall be deemed to
refer to the Committee. The Committee, if one is appointed, shall consist of not
fewer than two members, and each member of the Committee shall be, at the time
of his appointment and at any time he exercises discretion in administering the
Plan, a "non-employee director" as that term is defined in Rule 16b-3 adopted
pursuant to the Securities Exchange Act of 1934, as amended. A majority of the
members of any such Committee shall constitute a quorum, and all determinations
of the Committee shall be made by a majority of its members. Any determination
of the Committee under the Plan may be made without notice or meeting of the
Committee by a writing signed by a majority of the Committee members.

    4.  ELIGIBILITY.  The "Participants" in the Plan will be such key employees,
including part-time employees, advisers, consultants and directors whether or
not they are employees, of the Company or of any of its present or future
subsidiaries (as defined in Section 10) as may be selected from time to time by
the Board in its discretion.

    No incentive option shall be granted to a Participant who is not an
"employee" as defined in the provisions of the Code or regulations thereunder
applicable to incentive options. No incentive option shall be granted to a
Participant who at the time of grant owns, directly or indirectly through
application or the attribution rules of Section 424(d) of the Code, stock
possessing more than 10% of the total combined

------------------------
(1)   The Plan was approved by the requisite vote of stockholders at the Annual
    Meeting of Stockholders of the Company held on April 8, 1992.

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voting power of all classes of stock of the Company or of its subsidiaries (a
"Ten-Percent Shareholder") unless (i) the option price at the time it is granted
is at least 110% of the fair market value of the stock subject to the option,
and (ii) the period of the option does not exceed five years from the date of
grant.

    5.  GRANT OF AWARDS.  Subject to the express provisions of the Plan, the
Board shall have the sole authority and discretion (a) to determine which
Participants will be granted awards; (b) to grant awards consisting of options
or stock appreciation rights ("SARs"), or both to Participants; (c) to determine
whether the options granted to any Participants shall be incentive options or
non-incentive options; (d) to determine the time or times when awards will be
granted and the number of shares of common stock to be subject to each award;
(e) to determine the option price of the shares subject to each option in
accordance with Section 6(a) hereof and the value of the shares subject to each
SAR on the exercise date of such SAR in accordance with Section 6(d) hereof, and
the method of payment of such price; (f) to determine the time or times when
each award becomes exercisable and the duration of the exercise period; (g) to
impose additional conditions or restrictions on any award, such conditions or
restrictions, if any, to be set forth in the award form or other instrument
evidencing the award; (h) to prescribe the form or forms of any instruments
evidencing any awards granted under the Plan and of any other instruments
required under the Plan and to make changes in such forms from time to time; (i)
to determine the price, vesting schedule and other attributes of awards granted
to Participants working abroad; and (j) to adopt, amend and rescind rules and
regulations for the administration of the Plan and the awards and for its own
acts and proceedings. Subject to Section 12 hereof, the Board shall also have
the authority, in its sole discretion, both generally and in particular
instances, to waive compliance by a Participant with any obligation to be
performed by him under an award, to waive any condition or provision of an
award, and to amend or cancel any award (and if an award is cancelled, to grant
a new award on such terms as the Board shall specify) except that the Board may
not take any action with respect to an outstanding award that would adversely
affect the rights of the Participant under such award without such Participant's
consent. Nothing in the preceding sentence shall be construed as limiting the
power of the Board to make adjustments required by Section 8(c) hereof.

    No award shall be granted on or after February 20, 2002 but awards
previously granted may extend beyond that date.

    6.  TERMS AND CONDITIONS OF AWARDS.

       a.  EXERCISE PRICE OF OPTIONS. The purchase price per share for shares
           issuable upon exercise of options shall be determined by the Board
           but in the case of incentive options shall not be less than 100%
           (110% in the case of an incentive option granted to a Ten-Percent
           Shareholder) of the fair market value of the stock on the date of
           grant; nor shall the option price be less, in the case of an original
           issue of authorized stock, than par value per share. For this
           purpose, "fair market value" will be determined as set forth in
           Section 10 hereof.

       b.  PERIOD OF OPTIONS. An option shall be exercisable during such period
           or periods as the Board may specify. The latest date on which an
           option may be exercised (the "Final Exercise Date") shall be the date
           which is ten years (five years, in the case of an incentive option
           granted to a Ten-Percent Shareholder) from the date the option was
           granted or such earlier date as may be specified by the Board at the
           time the option is granted.

       c.  EXERCISE OF OPTIONS.

            (i) Unless the Board at the time of grant or at any other time
                otherwise specifies in the case of a particular option or
                options, each option shall first become exercisable with respect
                to one-fifth of the shares covered by it upon the completion of
                one year from the date of the grant of the option (the "Initial
                Exercise Date"), and with respect to an additional one-fifth
                each succeeding year until the option becomes exercisable with
                respect to all of the shares covered by it.

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            (ii) In the case of options intended to be incentive options, any
                 award forms or other instruments evidencing such options shall
                 contain such provisions relating to exercise and other matters
                 as are required of incentive options under the applicable
                 provisions of the Code and Treasury Regulations, as from time
                 to time in effect.

           (iii) A person electing to exercise part or all of his options shall
                 give written notice to the Company, as specified by the Board,
                 of his election and of the number of shares he has elected to
                 purchase, such notice to be accompanied by the instrument
                 evidencing such option and any other documents required by the
                 Board, and shall at the time of such exercise tender the
                 purchase price of the shares he has elected to purchase. If the
                 notice of election to exercise is given by the executor or
                 administrator of a deceased Participant, or by the person or
                 persons to whom the option has been transferred by the
                 Participant's will or the applicable laws of descent and
                 distribution, the Company will be under no obligation to
                 deliver shares pursuant to such exercise unless and until the
                 Company is satisfied that the person or persons giving such
                 notice is or are entitled to exercise the option.

            (iv) In the case of an option that is not an incentive option, the
                 Board shall have the right to require that the Participant
                 exercising the option remit to the Company an amount sufficient
                 to satisfy any federal, state, or local withholding tax
                 requirements (or make other arrangements satisfactory to the
                 Company with regard to such taxes) prior to the delivery of any
                 common stock pursuant to the exercise of the option. If
                 permitted by the Board, either at the time of the grant of the
                 option or the time of exercise, the Participant may elect, at
                 such time and in such manner as the Board may prescribe, to
                 satisfy such withholding obligation by (i) delivering to the
                 Company common stock owned by such individual having a fair
                 market value equal to such withholding obligation, or (ii)
                 requesting that the Company withhold from the shares of common
                 stock to be delivered upon exercise of the option a number of
                 shares of common stock having a fair market value equal to such
                 withholding obligation.

               In the case of an incentive option, if at the time the option is
           exercised the Board determines that under applicable law and
           regulations the Company could be liable for the withholding of any
           federal, state or local tax with respect to a disposition of the
           common stock received upon exercise, the Board may require as a
           condition of exercise that the Participant exercising the option
           agree (i) to inform the Company promptly of any disposition (within
           the meaning of Section 424(c) of the Code and the regulations
           thereunder) of common stock received upon exercise, and (ii) to give
           such security as the Board deems adequate to meet the potential
           liability of the Company for the withholding of tax, and to augment
           such security from time to time in any amount reasonably deemed
           necessary by the Board to preserve the adequacy of such security.

       d.  STOCK APPRECIATION RIGHTS. The Board in its discretion may grant SARs
           either in tandem with or independent of options awarded under the
           Plan. Except as hereinafter provided, each SAR will entitle the
           Participant to receive upon exercise, with respect to each share of
           common stock to which the SAR relates, the excess of (i) the share's
           value on the date of exercise, over (ii) the share's fair market
           value on the date it was granted. For purposes of clause (i), "value"
           shall mean fair market value; provided, that the Board may adjust
           such value to take into account dividends on the stock and may also
           grant SARs that provide, in such limited circumstances following a
           change in control of the Company (as determined by the Board) as the
           Board may specify, that "value" for purposes of clause (i) is to be
           determined by reference to a specified value (which may include an
           average of values) for the common stock during a period immediately
           preceding the change in control, all as determined by the Board. The
           amount payable to a Participant upon exercise of an SAR

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           shall be paid either in cash or in shares of common stock, as the
           Board determines. Each SAR shall be exercisable during such period or
           periods and on such terms as the Board may specify. No SAR shall be
           exercisable after the date which is ten years from the date of grant.

       e.  PAYMENT FOR AND DELIVERY OF SHARES. Shares which are subject to
           options shall be issued only upon receipt by the Company of full
           payment of the purchase price for the shares as to which the award is
           exercised. The purchase price shall be payable by the option holder
           to the Company either (i) in cash or by check, bank draft or money
           order payable to the order of the Company; or (ii) if so permitted by
           the Board (which in the case of an incentive option, shall specify
           such method of payment at the time of grant), (A) through the
           delivery of shares of common stock (duly owned by the option holder
           and for which the option holder has good title free and clear of any
           liens and encumbrances and which, in the case of common stock
           acquired from the Company, shall have been held for at least six
           months) having a fair market value on the last business day preceding
           the date of exercise equal to the purchase price or (B) by delivery
           of a promissory note of the option holder to the Company, such note
           to be payable on such terms as are specified by the Board or (C) by
           delivery of an unconditional and irrevocable undertaking by a broker
           to deliver promptly to the Company sufficient funds to pay the
           exercise price; or (iii) by a combination of the permissible forms of
           payment as provided in (i) and (ii) above; provided, that if the
           common stock delivered upon exercise of the option is an original
           issue of authorized common stock, at least so much of the exercise
           price as represents the par value of such common stock shall be paid
           other than with a personal check or promissory note of the person
           exercising the option.

               The Company shall not be obligated to deliver any shares unless
           and until, in the opinion of the Company's counsel, all applicable
           federal and state laws and regulations have been complied with, nor,
           if the outstanding common stock is at the time listed on any
           securities exchange, unless and until the shares to be delivered have
           been listed (or authorized to be added to the list upon official
           notice of issuance) upon such exchange, nor unless and until all
           other legal matters in connection with the issuance and delivery of
           shares have been approved by the Company's counsel. Without limiting
           the generality of the foregoing, the Company may require from the
           person exercising an option such investment representation or such
           agreement, if any, as counsel for the Company may consider necessary
           in order to comply with the Securities Act of 1933, as amended, and
           may require that such person agree that any sale of the shares will
           be made only on a national securities exchange or in such other
           manner as is permitted by the Board and that he will notify the
           Company before he makes any disposition of the shares whether by
           sale, gift or otherwise.

               A Participant shall have the rights of a shareholder only as to
           shares actually acquired by him under the Plan.

       f.  NONTRANSFERABILITY OF AWARDS. No award may be sold, assigned or
           otherwise transferred or disposed of in any manner whatsoever other
           than by will or by the laws of descent and distribution, and during
           the Participant's lifetime the award may be exercised only by him.

       g.  FORFEITURE OF AWARDS UPON TERMINATION OF EMPLOYMENT. If a
           Participant's (other than a non-employee director's) employment or
           service with the Company and its subsidiaries terminates for any
           reason other than death, the portion of any award held by the
           Participant that was not exercisable immediately prior to such
           termination of employment or service shall immediately expire and
           except as the Board may otherwise determine, in its sole discretion,
           the remaining portion, if any, of the award shall continue to be
           exercisable for a period of ninety (90) days immediately following
           the date of termination of the Participant's employment or other
           service with the Company and its subsidiaries. Notwithstanding the
           foregoing, if the Participant was terminated for cause all awards
           held by the Participant

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           immediately prior to such termination, whether or not then
           exercisable, shall immediately expire.(2) For purposes of this
           Section 6(g), employment shall not be considered terminated (i) in
           the case of sick leave or other bona fide leave of absence approved
           for purposes of the Plan by the Board, so long as the Participant's
           right to reemployment is guaranteed either by statute or by contract,
           (ii) in the case of a transfer of employment between the Company and
           a subsidiary or between subsidiaries, or to the employment of a
           corporation (or a parent or subsidiary corporation of such
           corporation) issuing or assuming an option in a transaction to which
           Section 424(a) of the Code applies, or (iii) in the case of a
           transfer of employment between the Company and its wholly-owned
           subsidiary Data Translation, Inc. (formerly Data Translation II,
           Inc.) ("DTI") and subsequent distribution of the stock of such
           subsidiary to the Company's stockholders (the "Distribution");
           PROVIDED, that this clause (iii) shall apply only in the case of
           Participants whose transfer of employment to DTI occurs in connection
           with the Distribution; AND FURTHER PROVIDED, that in the case of any
           such Participant, post-Distribution service for DTI shall be treated
           for purposes of this paragraph as service for the Company and any
           post-Distribution termination of employment with DTI shall be treated
           for purposes of this paragraph as a termination of employment with
           the Company and its subsidiaries. The Company may require that any
           Participant described in clause (iii) above provide, prior to any
           post-Distribution exercise of an award hereunder by such Participant
           and as a condition thereto, evidence satisfactory to the Company as
           to the period of such Participant's employment with DTI.

       h.  DEATH. If a Participant dies at a time when he is entitled to
           exercise an option, then at any time or times within one year after
           his death (or such further period as the Board may allow) such option
           may be exercised, as to all or any of the shares which the
           Participant was entitled to purchase immediately prior to his death,
           by his executor or administrator or the person or persons to whom the
           option is transferred by will or the applicable laws of descent and
           distribution, and except as so exercised such option will expire at
           the end of such period. In no event, however, may any option be
           exercised after the Final Exercise Date.

       i.  CONFIDENTIALITY AGREEMENT. Each Employee, including employees of DTI
           who received options while employees of the Company, shall execute,
           prior to or contemporaneously with the grant of any option to such
           Participant hereunder, the Company's then standard form of agreement
           relating to confidentiality, inventions and the like.

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(2)   The preceding two sentences were adopted by amendment dated January 19,
    1998 and are effective as to awards granted, regranted or amended on or
    after such date, except as the Board may otherwise determine; provided, that
    any incentive option granted prior to such date that is amended on or after
    such date shall not be subject to such amendment without the consent of the
    Participant holding the option if application of such amendment would cause
    the option (as amended) to fail to qualify as an incentive stock option.
    With respect to all awards which are not subject to the foregoing amendment,
    the following provision shall apply:

       If a Participant's (other than a non-employee director's)
       employment or service with the Company and its subsidiaries
       terminates for any reason other than death, all awards held by the
       Participant shall terminate unless the Board determines, in its
       sole discretion, that such awards as were exercisable immediately
       prior to termination shall continue to be exercisable for a period
       of time after termination (but in no event beyond the Final
       Exercise Date). If the Board determines that a post-termination
       exercise period for exercisable awards is appropriate, such awards
       shall terminate and be forfeited after completion of such period
       to the extent not previously exercised, expired or terminated.

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    7.  REPLACEMENT AWARDS.  The Company may grant awards under the Plan on
terms differing from those provided in Section 6, where such awards are granted
in substitution for awards held by employees of another corporation who
concurrently become employees of the Company or a subsidiary as the result of a
merger or consolidation of that corporation with the Company or a subsidiary, or
the acquisition by the Company or a subsidiary of property or stock of that
corporation. The Board may direct that the substitute awards be granted on such
terms and conditions as the Board considers appropriate in the circumstances.
Such awards will be in addition to those which may be granted under the Plan and
will not be counted as granted under the Plan.

    8.  SHARES SUBJECT TO PLAN.

       a.  NUMBER OF SHARES AND STOCK TO BE DELIVERED. Shares delivered pursuant
           to this Plan shall in the discretion of the Board be authorized but
           unissued shares of common stock or previously issued stock acquired
           by the Company. Subject to adjustment as described below and
           exclusive of the shares that are subject to the options provided for
           in Section 13, the aggregate number of shares which may be delivered
           under this Plan shall not exceed 2,200,000 shares of common stock of
           the Company.

       b.  LIMITATIONS ON GRANTS TO INDIVIDUALS. Subject to adjustment as
           described below and exclusive of the shares that are subject to the
           options provided for in Section 13, the aggregate number of shares
           for which options may be granted under this Plan to any individual in
           any calendar year shall not exceed 250,000 shares of common stock of
           the Company.

       c.  CHANGES IN STOCK. In the event of a stock dividend, stock split or
           combination of shares, recapitalization, merger in which the Company
           is the surviving corporation or other change in the Company's capital
           stock, the number and kind of shares of stock or securities of the
           Company to be subject to the Plan and to options then outstanding or
           to be granted thereunder, the maximum number of shares or securities
           which may be delivered under the Plan, the option price and other
           relevant provisions shall be appropriately adjusted by the Board,
           whose determination shall be binding on all persons. In the event of
           a consolidation or merger in which the Company is not the surviving
           corporation or which results in the acquisition of substantially all
           the Company's outstanding stock by a single person or entity, or in
           the event of the sale or transfer of substantially all the Company's
           assets, all outstanding awards shall thereupon terminate, provided
           that at least twenty days prior to the effective date of any such
           merger, consolidation or sale of assets, all outstanding awards shall
           become exercisable immediately prior to consummation of such merger,
           consolidation or sale of assets, unless the Board shall have arranged
           for the surviving or acquiring corporation or an affiliate of that
           corporation to assume the awards or to grant to the Participants
           replacement awards having equivalent terms and conditions as
           determined by the Board including, in the case of incentive options,
           terms and conditions that satisfy the requirements of Section 424(a)
           of the Code.

               The Board may also adjust the number of shares subject to
           outstanding awards granted under Sections 5 or 6 hereof, the exercise
           price of outstanding options and the terms of outstanding options to
           take into consideration material changes in accounting practices or
           principles, consolidations or mergers (except those described in the
           immediately preceding paragraph), acquisitions or dispositions of
           stock or property or any other event if it is determined by the Board
           that such adjustment is appropriate to avoid distortion in the
           operation of the Plan, including without limitation, the special
           option adjustments made in connection with the Distribution and
           described in Section 14 herein.

    9.  EMPLOYMENT RIGHTS.  Neither the adoption of the Plan nor the grant of
awards shall confer upon any Participant any right to continued employment with
the Company or a subsidiary or affect in any way the right of the Company to
terminate the employment of a Participant at any time. Except as specifically

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provided by the Board, in its sole discretion, in any particular case, the loss
of existing or potential profit in awards granted under this Plan shall not
constitute an element of damages in the event of termination of the relationship
of a Participant even if the termination is in violation of an obligation of the
Company to the Participant by contract or otherwise.

    10.  DEFINITIONS.

       a.  For purposes of the Plan a subsidiary is any corporation (i) in which
           the Company owns, directly or indirectly, stock possessing 50% or
           more of the total combined voting power of all classes of stock, or
           (ii) over which the Company has effective operating control;
           provided, however, that no corporation shall be deemed a subsidiary
           for the purpose of any provisions applicable to incentive options,
           and no incentive options shall be granted to employees of such
           corporation, unless in each case, such corporation shall constitute a
           subsidiary as defined in clause (i) above. For special rules relating
           to DTI, SEE Section 14, below.

       b.  The fair market value of the common stock shall be determined in
           accordance with the applicable provisions of the Code or regulations
           issued thereunder, or in the absence of any such provisions or
           regulations, shall be deemed to be the last sale price at which such
           common stock is traded on the date in question as reported in the
           Wall Street Journal; or, if the Wall Street Journal is not published
           at the date in question or does not list the common stock, then in
           such other appropriate newspaper of general circulation as the Board
           may prescribe; or, if there is no sale of the common stock on the
           date in question or the last price at which the common stock traded
           is not listed, then the mean between the bid and asked price at the
           close of the market on such day.

    11.  INDEMNIFICATION OF BOARD.  In addition to and without affecting such
other rights of indemnification as they may have as members of the Board or
otherwise, each member of the Board shall be indemnified by the Company to the
extent legally possible against reasonable expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which he may be
a party by reason of any action taken or failure to act under or in connection
with the Plan, or any option granted thereunder, and against all judgments,
fines and amounts paid by him in settlement thereof; provided that such payment
of amounts so indemnified is first approved by a majority of the members of the
Board who are not parties to such action, suit or proceeding, or by independent
legal counsel selected by the Company, in either case on the basis of a
determination that such member acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company; and
except that no indemnification shall be made in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Board member
is liable for negligence or misconduct in his duties; and provided, further that
the Board member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.

    12.  AMENDMENTS.  The Board may at any time discontinue granting awards
under the Plan. The Board may at any time or times amend the Plan or amend any
outstanding award or awards for the purpose of satisfying the requirements of
Section 422 of the Code or of any changes in applicable laws or regulations, to
comply with any applicable laws and requirements of foreign jurisdictions or for
any other purpose that may at the time be permitted by law, provided that no
such amendment will adversely affect the rights of any Participant (without his
consent) under any award theretofore granted.

    13.  NON-EMPLOYEE DIRECTORS.  Notwithstanding anything to the contrary
contained elsewhere herein:

       a.  ELIGIBLE DIRECTORS AND GRANT. Each director of the Company who is not
           a full-time employee of the Company or any of its subsidiaries and is
           a director on April 8, 1992 shall be automatically granted on such
           date non-incentive stock options covering 10,000 shares of common
           stock and each non-employee director who is initially elected after
           April 8, 1992

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           and prior to February 20, 2002 shall be granted on the date of such
           election non-incentive stock options covering 10,000 shares of common
           stock (notwithstanding the two-for-one split of the common stock
           effected on July 31, 1995), all such options to be exercisable with
           respect to one-fifth of the covered shares one year from the date of
           grant and with respect to an additional one-fifth each succeeding
           year.

       b.  TERMS OF OPTIONS. The Final Exercise Date of options granted pursuant
           to Section 13(a) hereof shall be 10 years from the date of grant. If
           a director's service with the Company terminates for any reason other
           than death, in lieu of the provisions of Section 6(g) hereof, all
           options held by the director that are exercisable on the date of
           termination shall continue to be exercisable for a period of six
           months, but shall terminate immediately if the director was removed
           for cause or resigned under circumstances which in the opinion of the
           Board of Directors casts such discredit on the Company or him as to
           justify termination of his options. After completion of said
           six-month period, such options shall terminate to the extent not
           previously exercised, expired or terminated. All options held by a
           director that are not exercisable on the date such director's service
           with the Company terminates shall immediately terminate. The purchase
           price for shares of common stock issuable upon the exercise of
           options granted pursuant to Section 13(a) hereof shall be the fair
           market value of the common stock at the close of business on the date
           the option is granted, determined in accordance with Section 10(b)
           hereof; provided, however, that in no event shall the exercise price
           be less than par value per share.

    14.  SPECIAL OPTION ADJUSTMENTS.  Notwithstanding any other provision of the
Plan, each option outstanding under the Plan immediately prior to the
Distribution (an "affected option") shall be adjusted in accordance with Section
8.7 of the Distribution Agreement between the Company and DTI dated as of
November 19, 1996 (the "Distribution Agreement"). Except as otherwise provided
herein, the adjusted option shall have substantially the same terms as prior to
the Distribution. To the extent any such adjustment shall be treated as an
option grant for purposes of Section 8.7 of such Agreement, it shall be made in
accordance with the terms of said Section 8.7 and without regard to the
option-grant rules and limitations set forth in this Plan.]

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