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                                                                    EXHIBIT 10.2


                    HEALTHDYNE INFORMATION ENTERPRISES, INC.

                         RESTATED STOCK OPTION PLAN TWO


                                    ARTICLE I

                                     PURPOSE

         1.1 The HEALTHDYNE INFORMATION ENTERPRISES, INC. Stock Option Plan II
is intended to advance the interests of Healthdyne Information Enterprises,
Inc., its shareholders and its subsidiaries by attracting, retaining and
stimulating the performance of officers, key employees, consultants and advisors
of the Company of high caliber and potential upon whose judgment, initiative and
effort Healthdyne Information Enterprises, Inc. is largely dependent for the
successful conduct of its business, and to encourage and enable such officers,
key employees, consultants and advisors to acquire and retain a proprietary
interest in Healthdyne Information Enterprises, Inc. by ownership of its stock.
Options granted may, if so intended by the Committee (as hereafter defined), be
designed to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended.


                                   ARTICLE II

                                   DEFINITIONS

         2.1 "Board" means the Board of Directors of the Company.

         2.2 "Code" means the Internal Revenue Code of 1986, as amended.

         2.3 "Common Stock" means the Company's Common Stock, par value $.01 per
share.

         2.4 "Committee" means the Healthdyne Stock Option Committee and
effective upon the Registration Date shall mean the Stock Option Committee
appointed by the Board in accordance with Section 4.1.

         2.5 "Company" means Healthdyne Information Enterprises, Inc.

         2.6 "Date of Grant" means the date on which an Option is granted under
the Plan.



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         2.7  "Fair Market Value" shall be the mean between the highest and the
lowest quoted selling prices at which the Common Stock is sold in the regular
way on the National Association of Securities Dealers Automated Quotation System
(NASDAQ) or on any similar securities exchange on the day an Option is granted
hereunder or, in the absence of any reported sales on such day, the first
preceding day on which there were such sales. If the Common Stock is not listed
on NASDAQ or any similar exchange for the public trading of securities, the
Committee shall determine on a semi- annual basis the Fair Market Value in
whatever way it considers appropriate under the circumstances taking into
account the financial condition of the Company as reflected in its financial
statements and available independent third party (such as analysts) estimates of
such Fair Market Value. Any such determination of Fair Market Value shall remain
effective until the next semi-annual determination.

         2.8  "Healthdyne" means Healthdyne, Inc.

         2.9  "Healthdyne Stock Option Committee" means the Stock Option
Committee appointed by the Board of Directors of Healthdyne pursuant to
Healthdyne's 1993 Stock Option Plan.

         2.10 "Incentive Stock Option" means a stock option granted under the
Plan which is intended to meet the requirements of Section 422 of the Code or
any similar provision thereto.

         2.11 "1934 Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         2.12 "Nonqualified Stock Option" means a stock option granted under the
Plan which is not an Incentive Stock Option.

         2.13 "Option" means a Nonqualified Stock Option or an Incentive Stock
Option granted under the Plan.

         2.14 "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.

         2.15 "Parent" means any corporation which qualifies as a parent of the
Company under the definition of "parent corporation" in Section 424(e) of the
Code.

         2.16 "Plan" means this Healthdyne Information Enterprises, Inc. Stock
Option Plan II.

         2.17 "Registration Date" means the first day, if any, on which the
Common Stock is registered under Section 12 of the 1934 Act.

         2.18 "Stock Option Agreement" means an agreement between the Company
and an Optionee under which the Optionee may purchase Common Stock thereunder.



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         2.19 "Subsidiary" or "Subsidiaries" means a subsidiary corporation or
corporations of the Company as defined in Section 424(f) of the Code or, solely
for purposes of granting Nonqualified Stock Options hereunder, any partnership
in which the Company is a partner with at least a 50 percent ownership interest.

                                   ARTICLE III

                                  PARTICIPANTS

         Options may be granted under the Plan to any person who is or who
agrees to become an officer or key employee of the Company or any of its
Subsidiaries, or a consultant, advisor or other person providing services to the
Company. An employee may be a member of the Board of Directors of the Company or
of any Subsidiary, but no member of the Board of Directors shall be considered
an employee solely by reason of his membership on such Board of Directors. The
Committee may grant options to such persons in accordance with such
determinations as the Committee from time to time in its sole discretion may
make. A member of the Committee shall not act on any determination to grant an
Option to such member and any such determination shall be made by the other
member or members of the Committee.

                                   ARTICLE IV

                                 ADMINISTRATION

         4.1 Committee. The Plan shall be administered by the Healthdyne Stock
Option Committee, and effective upon the Registration Date, the Plan shall be
administered by a Committee comprised of three persons (or such lessor or
greater number of persons as may be required or permitted from time to time by
Rule 16b-3 under the 1934 Act) selected by the Board. Effective upon the
Registration Date, each Committee member shall be ineligible, and shall have
been ineligible for the one-year period prior to appointment thereto, for
selection as a person to whom stock of the Company may be allocated or to whom
Options, performance units, or restricted stock may be granted pursuant to this
Plan or, solely to the extent necessary to be deemed a "disinterested person"
within the meaning of Rule 16b-3 under the 1934 Act (or any successor rule of
similar import), in any other similar plan of the Company or any affiliate.
Subject to the express provisions of the Plan, the Committee shall have sole
discretion and authority to determine from among eligible officers, key
employees, advisors, consultants and other persons providing services to the
Company, those to whom and the time or times at which Options may be granted and
the number of shares of Common Stock to be subject to each Option. Subject to
the express provisions of the Plan, the Committee shall also have complete
authority to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to it, to determine the details and provisions of each
Stock Option Agreement, and to make all the determinations necessary or
advisable in the administration of the Plan. All such actions and determinations
by the Committee shall be conclusive and binding for all purposes and upon all
persons.



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         4.2 Majority Rule. A majority of the members of the Committee (or, if
less than three, all of the members) shall constitute a quorum, and any action
taken by a majority present at a meeting at which a quorum is present or any
action taken without a meeting evidenced by a writing executed by a majority of
the whole Committee shall constitute the action of the Committee.

         4.3 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible officers,
employees, consultants and advisors, their employment or engagement, death,
retirement, disability or other termination of employment or engagement, and
such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

                                    ARTICLE V

                         SHARES OF STOCK SUBJECT TO PLAN

         5.1 Limitations. Subject to adjustment pursuant to the provisions of
Section 5.3 hereof, the number of shares of Common Stock which may be issued and
sold hereunder shall One Million, Nineteen Thousand, Seven Hundred Eighty-Three
(1,019,783) shares of Common Stock. Such shares may be either authorized but
unissued shares, shares issued and reacquired by the Company or shares bought on
the market for the purposes of the Plan.

         5.2 Options Granted Under the Plan. Shares of Common Stock with respect
to which an Option granted hereunder shall have been exercised shall not again
be available for the grant of an Option hereunder. If an Option granted
hereunder shall terminate for any reason (including, without limitation, the
surrender of the Option by the Optionee in connection with the grant of a new
Option on the same or different terms or the expiration of the Option for any
reason) without being wholly exercised, the number of shares to which such
Option termination relates shall again be available for grant hereunder.

         5.3 Antidilution. In the event that the outstanding shares of Common
Stock hereafter are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason of
merger, consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend, or in the event that
there should be any other stock splits, stock dividends or other relevant
changes in capitalization occurring after the effective date of this Plan:

                  (a) The aggregate number and kind of shares subject to Options
which may be granted hereunder shall be adjusted appropriately;



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                  (b) Rights under outstanding Options granted hereunder, both
as to the number of subject shares and the Option price per share, shall be
adjusted appropriately; and

                  (c) Where dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation is
involved, each outstanding Option granted hereunder shall terminate, but the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger, or combination, to exercise his Option in whole or in part,
to the extent that it shall not have been exercised, without regard to any
vesting or installment exercise provisions.

         The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, in accordance
with Treasury Regulation Section 1.425-1(a) or its successor regulation or
ruling such that the adjustment shall not cause a reissuance of the Option, and
any such adjustment may provide for the elimination of fractional share
interests.


                                   ARTICLE VI

                                     OPTIONS

         6.1 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement dated as of the Date of Grant and executed by
the Company and the Optionee. Each Option granted by the Committee shall be
designated by the Committee as an Incentive Stock Option or a Nonqualified Stock
Option and, once granted, may not be amended to be the other kind of Option
unless such amendment shall cause the provisions of the Option to conform to the
requirements of this Plan in respect to the other kind of Option. The Stock
Option Agreement shall set forth such terms and conditions as may be determined
by the Committee to be consistent with the Plan, but may include additional
provisions and restrictions, provided that they are not inconsistent with the
Plan. Nothing in this Plan shall preclude the Committee from issuing or agreeing
to issue new Options to any holder upon the condition that all or any portion of
such holder's then outstanding Options be surrendered for cancellation
regardless of whether the exercise price of such new Options is higher or lower
than, or the other terms different from, the surrendered Options.

         6.2 Option Price. The per share Option price of the Common Stock
subject to each Option shall be determined by the Committee, provided that the
per share price shall not be less than the Fair Market Value of the Common Stock
on the date the Option is granted.


         6.3 Option Vesting. Unless otherwise specifically approved by the
Committee and until terminated as provided in the corresponding Stock Option
Agreement, each Option granted 



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hereunder shall become exercisable in full on the fifth anniversary of the
corresponding Stock Option Agreement; provided the Optionee shall have been in
the continuous full-time employ of the Company or any Subsidiary or affiliate
thereof or engaged to provide consulting services thereto since the date of such
Stock Option Agreement. Notwithstanding the foregoing, to the extent that prior
to such fifth anniversary, Healthdyne or Company completes a sale to the public
or Healthdyne completes a distribution to its shareholders of the Company's
Common Stock in an amount such that following the transaction the Company (i) no
longer qualifies for inclusion as part of Healthdyne's or its successor's
affiliated group for purposes of filing consolidated federal income tax returns
and (ii) the Common Stock is registered under Section 12 of the 1934 Act, the
Option shall become exercisable upon and after the six (6) month anniversary of
the completion of such sale or distribution as to the percentage of the shares
of Common Stock then subject to this Option indicated by the table below or such
other percentage as may be established by the Committee with respect to the
Option, based upon the number of years from the date of this Option:

<TABLE>
<CAPTION>
                 Number of Years from                   Percentage of Shares
                     Date of Grant
--------------------------------------------------------------------------------
                 <S>                                    <C>
                      Less than 1                                      0%

                    At least 1 but                                33-1/3%
                      less than 2

                    At least 2 but                                66-2/3%
                      less than 3

                      At least 3                                     100%
</TABLE>

Although the Option may remain exercisable after a termination of employment
under the limited circumstances specifically set forth in Paragraph 4 of the
corresponding Stock Option Agreement, vesting of the Option shall cease as of
the applicable date of termination or disability referred to in Paragraph 4 of
the corresponding Stock Option Agreement and the Option shall be exercisable
during such extent periods of the time only to the extend that it was
exercisable on such date of termination or disability.

         6.4 Option Period. Each Option granted hereunder may be granted at any
time after the effective date of the Plan and prior to the termination of the
Plan, provided that no Incentive Stock Option may be granted at any time more
than ten years after the earlier of the date this Plan is adopted by the Board
or approved by the shareholders of the Company. The period for the exercise of
each Option shall be determined by the Committee, provided, however, that (i)
except as otherwise expressly provided in this Plan, the Committee may, in its
discretion, terminate outstanding Options or accelerate the exercise dates
thereunder, upon sixty (60) days' written notice given to the Optionee and (ii)
the period during which each Nonqualified or Incentive Stock Option may be
exercised shall not be later than ten years from the date such Nonqualified or
Incentive Stock Option is granted, provided that Incentive Stock Options granted


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to a "10-percent owner" (as defined in Article VII) must be exercised within
five years from the date thereof.

         6.5 Option Exercise. Except as provided in Section 6.7, an Incentive
Stock Option may not be exercised at any time unless the holder thereof is then
an employee of the Company, its Parent (if any) or any Subsidiary. Options may
be exercised in whole at any time, or in part from time to time, with respect to
whole shares only, within the period permitted for the exercise thereof, and
shall be exercised by written notice of intent to exercise the Option with
respect to a specified number of shares delivered to the Company at its
principal office, and payment in full to the Company at said office of the
amount of the Option price for the number of shares of the Common Stock with
respect to which the Option is then being exercised. In addition to and at the
time of payment of the Option price, Optionee shall pay to the Company or any
Subsidiary in cash or in Common Stock of the Company, the full amount, if any,
that the Company or any Subsidiary is required to withhold or pay under federal
or state law with respect to the exercise of the Option. Alternatively, the
number of shares delivered by the Company upon exercise of the Option shall be
appropriately reduced to reimburse the Company or the Subsidiary for such
payment.

         6.6 Payment. The purchase price for shares of Common Stock purchased
upon exercise of Options shall be paid in cash, in shares of Common Stock of the
Company (not subject to limitations on transfer) valued at the Fair Market Value
of such shares on the trading day immediately preceding the date of purchase, or
a combination of cash and such Common Stock; provided that any shares of Common
Stock tendered for payment shall have been owned for a period of six (6) months
or such other period as in the opinion of the Committee shall be sufficient for
such shares to be considered "mature" shares for purposes of accounting for the
transaction.

         6.7 Nontransferability of Option. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee the Option shall be exercisable only by him, or, in
the case of an Optionee who is mentally incapacitated, the Option shall be
exercisable by his guardian or legal representative.

         6.8 Effect of Death or Other Termination of Employment or Engagement.

             (a) Except as otherwise provided in this Section 6.7, if, prior to 
a date thirty (30) days from the Date of Grant of an Option (or such longer time
as may be established by the Committee), an Optionee's employment with the
Company or a Subsidiary or engagement by the Company or a Subsidiary as a
consultant or advisor shall be terminated for any reason, or by the act of the
Optionee, the Optionee's right to exercise such Option shall terminate and all
rights thereunder shall cease.

             (b) If, on or after thirty (30) days from the date an Option shall 
have been granted (or such longer time as may be established by the Committee),
an Optionee's 



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employment with or engagement as a consultant or advisor by the Company or its
Subsidiaries shall be terminated for any reason other than death, permanent and
total disability, for cause, or, in the event of a Nonqualified Stock Option,
retirement, the Optionee shall have the right, during the period ending sixty
(60) days (or such longer time as may be established by the Committee at the
Date of Grant or afterwards) after such termination, to exercise such Option to
the extent that it was exercisable at the date of such termination of employment
or engagement and shall not have been exercised.

                  (c) If an Optionee shall die at any time after the Date of
Grant and while in the employ or engagement of the Company or its Subsidiaries
or within 60 days (or such length of time as may be established by the Committee
after the Date of Grant or afterwards) after termination of such employment or
engagement, the executor or administrator of the estate of the decedent or the
person or persons to whom an Option granted hereunder shall have been validly
transferred by the executor or the administrator pursuant to will or the laws of
descent and distribution shall have the right, during the period ending one year
after the date of the Optionee's death, to exercise the Optionee's Option to the
extent that it was exercisable at the date of termination of employment by death
or otherwise and shall not have been exercised; provided, however, such time
period may be shortened in accordance with the provisions of Section 6.3 if a
shortened exercise period is applied to Optionee in general.

                  (d) If an Optionee shall become permanently and totally
disabled or, with respect to a Nonqualified Stock Option, shall retire at any
time after the Date of Grant, the Optionee (or in the case of an Optionee who is
mentally incapacitated, his guardian or legal representative) shall have the
right, during a period ending one year after such retirement or disability, to
exercise such Option to the extent that it was exercisable at the date of
termination of employment or engagement by retirement or disability and shall
not have been exercised; provided, however, such time period may be shortened in
accordance with the provisions of Section 6.3 if a shortened exercise period is
applied to Optionee in general.

                  (e) If an Optionee's employment with or engagement by the
Company or its Subsidiaries shall be terminated by the Company or any Subsidiary
for serious misconduct, the Optionee's right to exercise such Option shall
immediately terminate and all rights thereunder shall cease. For purposes of
this Plan, the term "serious misconduct" shall include, but not be limited to,
embezzlement or misappropriation of corporate funds, other acts of dishonesty,
significant activities harmful to the reputation of the Company or the
Subsidiaries, a significant violation of Company or Subsidiary policy, willful
refusal to perform, or substantial disregard of, the duties properly assigned to
the Optionee, or a significant violation of any contractual, statutory or common
law duty of loyalty to the Company or the Subsidiaries.

                  (f) No transfer of an Option by the Optionee by will or by
laws or descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other



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evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferees or transferees of the terms and
conditions of such Option.

         6.9  Rights as Shareholder. An Optionee or a transferee of an Option
shall have no rights as a shareholder with respect to any shares subject to such
Option prior to the purchase of such shares by exercise of such Options as
provided herein. Nothing contained herein or in the Stock Option Agreement shall
create an obligation on the part of the Company to repurchase any shares of
Common Stock purchased hereunder.

         6.10 Dividend or Distribution Equivalents. An Optionee, whether or not
his Options are exercisable, shall, in the sole discretion of the Committee, if
specifically approved by the Committee at the Date of Grant or at any time
thereafter, be entitled to receive a payment in cash, stock, rights, warrants,
assets or other securities from the Company, as and when cash dividends or other
distributions of stock, rights, warrants, assets or other securities are payable
or distributed to the holders of the Common Stock of the Company, in the amount
equal to the cash dividend or distribution which would be paid to said Optionee
in respect of all shares subject to such Options were such Optionee the holder
of such shares on the record date for such cash dividend or distribution.

         6.11 Notice of Disqualifying Disposition. Each Incentive Stock Option
granted under the Plan shall provide that the employee receiving such Incentive
Stock Option shall notify the Company, in writing, to the attention of the Chief
Financial Officer, in the event that, prior to the later of two years after the
Date of Grant of such Incentive Stock Option or one year after the transfer of
any share to him pursuant to such Option, he shall dispose of such share, such
notice to state the date of disposition, the nature of the disposition and the
price, if any, received for the share.

                                   ARTICLE VII

                               TEN PERCENT OWNERS

         Notwithstanding any other provisions of this Plan, the following terms
and conditions shall apply to Incentive Stock Options granted hereunder to a
"10-percent owner." For this purpose, a "10-percent owner" shall mean an
Optionee who, at the time the Incentive Stock Option is granted, owns stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of any Parent or Subsidiary. With respect to
a 10-percent owner:

                  (a) the price at which shares of stock may be purchased under
an Incentive Stock Option granted pursuant to this Plan shall not be less than
110 percent of the Fair Market Value thereof, said Fair Market Value being
determined in the manner described in Section 2.7, above; and



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                  (b) the period during which any such Incentive Stock Option
may be exercised, to be fixed by the Committee in the manner described in
Section 6.3, above, shall expire not later than five (5) years from the date the
Incentive Stock Option is granted.

                                  ARTICLE VIII

                                  ANNUAL LIMITS

         In no event shall the aggregate fair market value (determined as of the
time an Incentive Stock Option is granted) of shares with respect to which an
Incentive Stock Option is initially exercisable by the holder thereof, in any
calendar year (under all Incentive Stock Options granted under all plans of the
Company, its Parent (if any), or its Subsidiaries) exceed $100,000.

                                   ARTICLE IX

                           OTHER TERMS AND CONDITIONS

         Any Incentive Stock Options granted hereunder shall contain such and
additional terms, not inconsistent with the terms of this Plan, which are deemed
necessary or desirable by the Committee, which terms, together with the terms of
this Plan, shall constitute such Incentive Stock Option as an "Incentive Stock
Option" within the meaning of Section 422 of the Code and lawful regulations
thereunder.

                                    ARTICLE X

                               STOCK CERTIFICATES

         10.1 Conditions. The Company shall not be required to issue or deliver
any certificate for shares of Common Stock purchased upon the exercise of any
Option granted hereunder or any portion thereof prior to fulfillment of all of
the following conditions:

                  (a) The completion of any registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body, or the receipt of a written representation that the shares to
be acquired upon such exercise are to be acquired for investment and not for
resale or with a view to the distribution thereof, which the Committee shall in
its sole discretion deem necessary or advisable;

                  (b) The obtaining of any approval or other clearance from any
federal or state governmental agency which the Committee shall in its sole
discretion determine to be necessary or advisable;




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                  (c) The lapse of such reasonable period of time following the
exercise of the Option as the Committee from time to time may establish for
reasons of administrative convenience; and

                  (d) Satisfaction by the Optionee of all applicable withholding
taxes or other withholding liabilities.

         10.2     Legends. The Company reserves the right to legend any 
certificate for shares of Common Stock, conditioning sales of such shares upon
compliance with applicable federal and state securities laws and regulations.

                                   ARTICLE XI

                TERMINATION, AMENDMENT, AND MODIFICATION OF PLAN

         The Board may at any time, upon recommendation of the Committee,
terminate, and may at any time and from time to time and in any respect, amend
or modify the Plan; provided, however, that no such action shall impair the
rights of any holder of an Option theretofore granted; and further provided,
that (unless and until such time as shareholder approval is no longer required
under the 1934 Act, applicable exchange listing requirements or NASDAQ
requirements and applicable corporate law) no such action of the Board without
approval of the shareholders of the Company may:

                   (a) Increase the total number of shares of Common Stock
subject to the Plan, except as contemplated in Section 5.3 hereof;

                   (b) Change the manner of determining the Option price; or

                   (c) Change the class of people who may become participants in
the Plan; provided, further, that, except to the extent otherwise permitted in
Section 6.3, no termination, amendment, or modification of the Plan shall in any
manner affect any option theretofore granted under the Plan without the consent
of the Optionee or transferee of the Option, shall extend the maximum period
during which Options may be exercised, or withdraw the administration of the
Plan from the Committee or the Board.


                                   ARTICLE XII

                                  MISCELLANEOUS

         12.1     Employment or Engagement. Nothing in the Plan or in any Option
granted hereunder or in any Stock Option Agreement relating thereto shall confer
upon any director,



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officer, employee, advisor or consultant the right to continue as such with the
Company or any Subsidiary.

         12.2     Other Compensation Plans. The adoption of the Plan shall not
affect any other stock option or incentive or other compensation plans in effect
for the Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees of
the Company or any Subsidiary.

         12.3     Plan Binding on Successors. The Plan shall be binding upon the
Company, its successors and assigns, and the Optionee, his executor,
administrator and permitted transferees.

         12.4     Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

         12.5     Headings, etc., Not Part of Plan. Headings of Articles and
Sections hereof are inserted for convenience and reference; they constitute no
part of the Plan.

         12.6     Effective Date. The Plan shall become effective upon its
approval by the Board of Directors, subject to ratification of the Plan by the
holders of a majority of the outstanding shares of Common Stock of the Company
within one year preceding or following the date the Plan is approved by the
Board. If the Plan is not so approved by the shareholders, the Plan shall
terminate and any Options granted hereunder shall be void and have no force or
effect whatsoever.

         12.7     Compliance With Laws. The Plan, the grant and exercise of
Options hereunder, and the obligation of the Company to sell and deliver shares
under such Options, shall be subject to all applicable laws, rules, and
regulations, including, but not limited to, those of the United States and its
states, and to such approvals by any government or regulatory agency as may be
required.

         12.8     Governing Law. This Plan shall be construed and interpreted in
accordance with and governed by Georgia law, to the extent such construction and
interpretation does not adversely affect the treatment of any Option as an
Incentive Stock Option under the Code.








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