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                                                                  Exhibit 10.27

                               SYNC RESEARCH, INC.

                     1996 NON-EXECUTIVE STOCK OPTION PLAN

          1.   PURPOSES OF THE PLAN.  The purposes of this Stock Option Plan 
are to attract and retain the best available personnel for positions of 
substantial responsibility, to provide additional incentive to the Employees 
and Consultants of the Company and to promote the success of the Company's 
business.  Options granted hereunder shall be Nonstatutory Stock Options.

     2.   DEFINITIONS.  As used herein, the following definitions shall apply:

          (a)  "ADMINISTRATOR" shall mean the Board or any of its Committees 
appointed pursuant to Section 4 of the Plan.

          (b)  "AFFILIATE" shall mean an entity other than a Subsidiary (as 
defined below) in which the Company owns an equity interest.

          (c)  "APPLICABLE LAWS" shall have the meaning set forth in Section 
4(a) below.

          (d)  "BOARD" shall mean the Board of Directors of the Company.

          (e)  "CODE" shall mean the Internal Revenue Code of 1986, as 
amended.

          (f)  "COMMITTEE" shall mean the Committee appointed by the Board of 
Directors in accordance with Section 4(a) of the Plan, if one is appointed.

          (g)  "COMMON STOCK" shall mean the Common Stock of the Company.

          (h)  "COMPANY" shall mean Sync Research, Inc., a Delaware 
corporation.

          (i)  "CONSULTANT" means any person, including an advisor, who is 
engaged by the Company or any Parent or Subsidiary to render services and is 
compensated for such services, provided that the term Consultant shall not 
include Directors or Officers.

          (j)  "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" shall mean 
the absence of any interruption or termination of service as an Employee or 
Consultant.  Continuous Status as an Employee or Consultant shall not be 
considered interrupted in the case of sick leave, military leave, or any 
other leave of absence approved by the Administrator; PROVIDED that such 
leave is for a period of not more than 90 days or reemployment upon the 
expiration of such leave is guaranteed by contract or statute.  For purposes 
of this Plan, a change in status from an Employee to a Consultant or from a 
Consultant to an Employee will not constitute a termination of employment.

          (k)  "DIRECTOR" shall mean a member of the Board.



                                      
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          (l)  "EMPLOYEE" shall mean any person (excluding any Officer or 
Director) employed by the Company or any Parent, Subsidiary or Affiliate of 
the Company.  Notwithstanding the foregoing, an Officer who was not 
previously employed by the Company and for whom an Option grant is an 
inducement essential to the Officer's entering into an employment 
relationship or contract with the Company shall be treated as an Employee for 
purposes of the Option grant made to the Officer in connection with 
commencement of the Officer's employment with the Company.

          (m)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, 
as amended.

          (n)  "FAIR MARKET VALUE" means, as of any date, the value of Common 
Stock determined as follows:

               (i)   If the Common Stock is listed on any established stock 
exchange or a national market system including without limitation the 
National Market of the National Association of Securities Dealers, Inc. 
Automated Quotation ("Nasdaq") System, its Fair Market Value shall be the 
closing sales price for such stock as quoted on such system on the date of 
determination (if for a given day no sales were reported, the closing bid on 
that day shall be used), as such price is reported in The Wall Street Journal 
or such other source as the Administrator deems reliable;

               (ii)  If the Common Stock is quoted on the Nasdaq System (but 
not on the National Market thereof) or regularly quoted by a recognized 
securities dealer but selling prices are not reported, its Fair Market Value 
shall be the mean between the bid and asked prices for the Common Stock or;

               (iii) In the absence of an established market for the Common 
Stock, the Fair Market Value thereof shall be determined in good faith by the 
Administrator.

          (o)  "NONSTATUTORY STOCK OPTION" shall mean an Option not intended 
to qualify as an Incentive Stock Option, as designated in the applicable 
written option agreement.

          (p)  "OFFICER" shall mean a person who is appointed or elected by 
the Board of Directors as an officer of the Company, including but not 
limited to a person who is an officer of the Company within the meaning of 
Section 16 of the Exchange Act and the rules and regulations promulgated 
thereunder.

          (q)  "OPTION" shall mean a stock option granted pursuant to the 
Plan.

          (r)  "OPTIONED STOCK" shall mean the Common Stock subject to an 
Option.

          (s)  "OPTIONEE" shall mean an Employee or Consultant who receives 
an Option.




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          (t)  "PARENT" shall mean a "parent corporation," whether now or 
hereafter existing, as defined in Section 424(e) of the Code.

          (u)  "PLAN" shall mean this 1996 Non-Executive Stock Option Plan.

          (v)  "RULE 16h-3" shall mean Rule 16b-3 promulgated under the 
Exchange Act as the same may be amended from time to time, or any successor 
provision.

          (w)  "SHARE" shall mean a share of the Common Stock, as adjusted in 
accordance with Section 14 of the Plan.

          (x)  "SUBSIDIARY" shall mean a "subsidiary corporation," whether 
now or hereafter existing, as defined in Section 424(f) of the Code.

     3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 14 
of the Plan, the maximum aggregate number of shares that may be optioned and 
sold under the Plan is 1,880,219 shares of Common Stock.  The Shares may be 
authorized, but unissued, or reacquired Common Stock.

     If an Option should expire or become unexercisable for any reason 
without having been exercised in full, the unpurchased Shares that were 
subject thereto shall, unless the Plan shall have been terminated, become 
available for future grant under the Plan.  Notwithstanding any other 
provision of the Plan, shares issued under the Plan and later repurchased by 
the Company shall not become available for future grant under the Plan.

     4.   ADMINISTRATION OF THE PLAN.

          (a)  COMPOSITION OF ADMINISTRATOR.  With respect to grants of 
Options to Employees or Consultants, the Plan shall be administered by (A) 
the Board or (B) a Committee designated by the Board, which Committee shall 
be constituted in such a manner as to satisfy the Applicable Laws.  If a 
Committee has been appointed pursuant to this Section 4(a), such Committee 
shall continue to serve in its designated capacity until otherwise directed 
by the Board.  From time to time the Board may increase the size of any 
Committee and appoint additional members thereof, remove members (with or 
without cause) and appoint new members in substitution therefor, fill 
vacancies (however caused) and remove all members of a Committee and 
thereafter directly administer the Plan, all to the extent permitted by the 
Applicable Laws.

          (b)  POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the 
Plan and in the case of a Committee, the specific duties delegated by the 
Board to such Committee, the Administrator shall have the authority, in its 
discretion:

               (i)   to determine the Fair Market Value of the Common Stock, 
in accordance with Section 2(m) of the Plan;

               (ii)  to select the Employees and Consultants to whom Options 
may from time to time be granted hereunder;




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               (iii) to determine whether and to what extent Options are 
granted hereunder;

                (iv) to determine the number of shares of Common Stock to be 
covered by each such award granted hereunder;

                 (v) to approve forms of agreement for use under the Plan;

                (vi) to determine the terms and conditions, not inconsistent 
with the terms of the Plan, of any award granted hereunder (including, but 
not limited to, the share price and any restriction or limitation, or any 
vesting acceleration or waiver of forfeiture restrictions regarding any 
Option and/or the shares of Common Stock relating thereto, based in each case 
on such factors as the Administrator shall determine, in its sole discretion);

               (vii) to reduce the exercise price of any Option to the then 
current Fair Market Value if the Fair Market Value of the Common Stock 
covered by such Option shall have declined since the date the Option was 
granted.

          (c)  EFFECT OF ADMINISTRATOR'S DECISION.  All decisions, 
determinations and interpretations of the Administrator shall be final and 
binding on all Optionees and any other holders of any Options.

     5.   ELIGIBILITY.

          (a)  RECIPIENTS OF GRANTS.  Nonstatutory Stock Options may be 
granted to Employees and Consultants.  An Employee or Consultant who has been 
granted an Option may, if he or she is otherwise eligible, be granted an 
additional Option or Options.

          (b)  TYPE OF OPTION.  Each Option shall be designated in the 
written option agreement as a Nonstatutory Stock Option.

          (c)  NO EMPLOYMENT RIGHTS.  The Plan shall not confer upon any 
Optionee any right with respect to continuation of employment or consulting 
relationship with the Company, nor shall it interfere in any way with his or 
her right or the Company's right to terminate his or her employment or 
consulting relationship at any time, with or without cause.

     6.   TERM OF PLAN.  The Plan shall become effective upon the earlier to 
occur of its adoption by the Board or its approval by the stockholders of the 
Company as described in Section 20 of the Plan.  It shall continue in effect 
for a term of ten (10) years unless sooner terminated under Section 16 of the 
Plan.

     7.   TERM OF OPTION.  The term of each Option shall be the term stated 
in the Option Agreement.  However, in the case of an Option granted to an 
Optionee who, at the time the Option is granted, owns stock representing more 
than ten percent (10%) of the voting power of all classes of stock of the 
Company or any Parent or Subsidiary, the term of the Option shall be 



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five (5) years from the date of grant thereof or such shorter term as may be 
provided in the Option Agreement.

     8.   LIMITATION ON GRANTS TO EMPLOYEES.  Subject to adjustment as 
provided in this Plan, the maximum number of Shares which may be subject to 
options granted to any one Employee under this Plan for any fiscal year of 
the Company shall be 50,000.

     9.   OPTION EXERCISE PRICE AND CONSIDERATION.

          (a)  EXERCISE PRICE.  The per Share exercise price for the Shares 
to be issued pursuant to exercise of an Option shall be such price as is 
determined by the Administrator, provided, however, that the per Share 
exercise price shall be no less than 85% of the Fair Market Value per Share 
on the date of grant. Notwithstanding anything to the contrary in the 
immediately preceding sentence, in the case of an Option granted on or after 
the effective date of registration of any class of equity security of the 
Company pursuant to Section 12 of the Exchange Act and prior to six months 
after the termination of such registration, the per Share exercise price 
shall be no less than 100% of the Fair Market Value per Share on the date of 
grant.

          (b)  PERMISSIBLE CONSIDERATION.  The consideration to be paid for 
the Shares to be issued upon exercise of an Option, including the method of 
payment, shall be determined by the Administrator and may consist entirely of 
(1) cash, (2) check, (3) other Shares that (x) in the case of Shares acquired 
upon exercise of an Option either have been owned by the Optionee for more 
than six months on the date of surrender or were not acquired, directly or 
indirectly, from the Company, and (y) have a Fair Market Value on the date of 
surrender equal to the aggregate exercise price of the Shares as to which 
said Option shall be exercised, (4) authorization from the Company to retain 
from the total number of Shares as to which the Option is exercised that 
number of Shares having a Fair Market Value on the date of exercise equal to 
the exercise price for the total number of Shares as to which the Option is 
exercised, (5) delivery of a properly executed exercise notice together with 
irrevocable instructions to a broker to deliver promptly to the Company the 
amount of sale or loan proceeds required to pay the exercise price, (7) a 
combination of any of the foregoing methods of payment, (8) a combination of 
any of the foregoing methods of payment at least equal in value to the stated 
capital represented by the Shares to be issued, plus a promissory note for 
the balance of the exercise price, or (9) such other consideration and method 
of payment for the issuance of Shares to the extent permitted under 
Applicable Laws.  In making its determination as to the type of consideration 
to accept, the Administrator shall consider if acceptance of such 
consideration may be reasonably expected to benefit the Company.

     10.  EXERCISE OF OPTION.

          (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER.  Any Option 
granted hereunder shall be exercisable at such times and under such 
conditions as determined by the Administrator, including performance criteria 
with respect to the Company and/or the Optionee, and as shall be permissible 
under the terms of the Plan.

          An Option may not be exercised for a fraction of a Share.




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          An Option shall be deemed to be exercised when written notice of 
such exercise has been given to the Company in accordance with the terms of 
the Option by the person entitled to exercise the Option and full payment for 
the Shares with respect to which the Option is exercised has been received by 
the Company.  Full payment may, as authorized by the Administrator, consist 
of any consideration and method of payment allowable under Section 9(b) of 
the Plan. Until the issuance (as evidenced by the appropriate entry on the 
books of the Company or of a duly authorized transfer agent of the Company) 
of the stock certificate evidencing such Shares, no right to vote or receive 
dividends or any other rights as a stockholder shall exist with respect to 
the Optioned Stock, notwithstanding the exercise of the Option.  The Company 
shall issue (or cause to be issued) such stock certificate promptly upon 
exercise of the Option.  No adjustment will be made for a dividend or other 
right for which the record date is prior to the date the stock certificate is 
issued, except as provided in Section 14 of the Plan.

          Exercise of an Option in any manner shall result in a decrease in 
the number of Shares which thereafter may be available, both for purposes of 
the Plan and for sale under the Option, by the number of Shares as to which 
the Option is exercised.

          (b)  TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT.  In the 
event of termination of an Optionee's Continuous Status as an Employee or 
Consultant, such Optionee may, but only within thirty (30) days or such other 
period of time, not exceeding six (6) months in the case of a Nonstatutory 
Stock Option, as is determined by the Administrator, after the date of such 
termination (but in no event later than the date of expiration of the term of 
such Option as set forth in the Option Agreement), exercise his or her Option 
to the extent that he or she was entitled to exercise it at the date of such 
termination.  To the extent that the Optionee was not entitled to exercise 
the Option at the date of such termination, or if the Optionee does not 
exercise such Option (which he or she was entitled to exercise) within the 
time specified herein, the Option shall terminate.

          (c)  DISABILITY OF OPTIONEE.  Notwithstanding Section 10(b) above, 
in the event of termination of an Optionee's Continuous Status as an Employee 
or Consultant as a result of his or her total and permanent disability (as 
defined in Section 22(e)(3) of the Code), he or she may, but only within six 
(6) months (or such other period of time not exceeding twelve (12) months as 
is determined by the Administrator, from the date of such termination (but in 
no event later than the date of expiration of the term of such Option as set 
forth in the Option Agreement), exercise his or her Option to the extent he 
or she was entitled to exercise it at the date of such termination.  To the 
extent that he or she was not entitled to exercise the Option at the date of 
termination, or if he does not exercise such Option (which he was entitled to 
exercise) within the time specified herein, the Option shall terminate.

          (d)  DEATH OF OPTIONEE.  In the event of the death of an Optionee:

               (i)   during the term of the Option who is at the time of his 
death an Employee or Consultant of the Company and who shall have been in 
Continuous Status as an Employee or Consultant since the date of grant of the 
Option, the Option may be exercised, at any time within six (6) months (or 
such other period of time, not exceeding twelve (12) months, 



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as is determined by the Administrator) following the date of death (but in no 
event later than the date of expiration of the term of such Option as set 
forth in the Option Agreement), by the Optionee's estate or by a person who 
acquired the right to exercise the Option by bequest or inheritance but only 
to the extent of the right to exercise that would have accrued had the 
Optionee continued living and remained in Continuous Status as an Employee or 
Consultant three (3) months (or such other period of time as is determined by 
the Administrator as provided above) after the date of death, subject to the 
limitation set forth in Section 5(b); or

               (ii)  within thirty (30) days (or such other period of time 
not exceeding three (3) months as is determined by the Administrator) after 
the termination of Continuous Status as an Employee or Consultant, the Option 
may be exercised, at any time within six (6) months following the date of 
death (but in no event later than the date of expiration of the term of such 
Option as set forth in the Option Agreement), by the Optionee's estate or by 
a person who acquired the right to exercise the Option by bequest or 
inheritance, but only to the extent of the right to exercise that had accrued 
at the date of termination.

     11.  WITHHOLDING TAXES.  As a condition to the exercise of Options 
granted hereunder, the Optionee shall make such arrangements as the 
Administrator may require for the satisfaction of any federal, state, local 
or foreign withholding tax obligations that may arise in connection with the 
exercise, receipt or vesting of such Option.  The Company shall not be 
required to issue any Shares under the Plan until such obligations are 
satisfied.

     12.  STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS.  At the 
discretion of the Administrator, Optionees may satisfy withholding 
obligations as provided in this paragraph.  When an Optionee incurs tax 
liability in connection with an Option which tax liability is subject to tax 
withholding under applicable tax laws, and the Optionee is obligated to pay 
the Company an amount required to be withheld under applicable tax laws, the 
Optionee may satisfy the withholding tax obligation by one or some 
combination of the following methods:  (a) by cash payment, or (b) out of 
Optionee's current compensation, or (c) if permitted by the Administrator, in 
its discretion, by surrendering to the Company Shares that (i) in the case of 
Shares previously acquired from the Company, have been owned by the Optionee 
for more than six months on the date of surrender, and (ii) have a fair 
market value on the date of surrender equal to or less than Optionee's 
marginal tax rate times the ordinary income recognized, or (d) by electing to 
have the Company withhold from the Shares to be issued upon exercise of the 
Option that number of Shares having a fair market value equal to the amount 
required to be withheld.  For this purpose, the fair market value of the 
Shares to be withheld shall be determined on the date that the amount of tax 
to be withheld is to be determined (the "TAX DATE").

          All elections by an Optionee to have Shares withheld to satisfy tax 
withholding obligations shall be made in writing in a form acceptable to the 
Administrator and shall be subject to the following restrictions:

          (a)  the election must be made on or prior to the applicable Tax 
Date;




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          (b)  once made, the election shall be irrevocable as to the 
particular Shares of the Option as to which the election is made; and

          (c)  all elections shall be subject to the consent or disapproval 
of the Administrator.

          In the event the election to have Shares withheld is made by an 
Optionee and the Tax Date is deferred under Section 83 of the Code because no 
election is filed under Section 83(b) of the Code, the Optionee shall receive 
the full number of Shares with respect to which the Option is exercised but 
such Optionee shall be unconditionally obligated to tender back to the 
Company the proper number of Shares on the Tax Date.

     13.  NON-TRANSFERABILITY OF OPTIONS.  The Option may not be sold, 
pledged, assigned, hypothecated, transferred, or disposed of in any manner 
other than by will or by the laws of descent or distribution; PROVIDED that 
the Administrator may in its discretion grant transferable Nonstatutory Stock 
Options pursuant to option agreements specifying (i) the manner in which such 
Nonstatutory Stock Options are transferable and (ii) that any such transfer 
shall be subject to the Applicable Laws.  The designation of a beneficiary by 
an Optionee will not constitute a transfer.  An Option may be exercised, 
during the lifetime of the Optionee, only by the Optionee or a transferee 
permitted by this Section 13.

     14.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS.

          (a)  ADJUSTMENT.  Subject to any required action by the 
stockholders of the Company, the number of shares of Common Stock covered by 
each outstanding Option, the number of shares of Common Stock that have been 
authorized for issuance under the Plan but as to which no Options have yet 
been granted or which have been returned to the Plan upon cancellation or 
expiration of an Option, the maximum number of shares of Common Stock for 
which Options may be granted to any employee under Section 8 of the Plan, and 
the price per share of Common Stock covered by each such outstanding Option, 
shall be proportionately adjusted for any increase or decrease in the number 
of issued shares of Common Stock resulting from a stock split, reverse stock 
split, stock dividend, combination or reclassification of the Common Stock, 
or any other increase or decrease in the number of issued shares of Common 
Stock effected without receipt of consideration by the Company; provided, 
however, that conversion of any convertible securities of the Company shall 
not be deemed to have been "effected without receipt of consideration."  Such 
adjustment shall be made by the Administrator, whose determination in that 
respect shall be final, binding and conclusive.  Except as expressly provided 
herein, no issuance by the Company of shares of stock of any class, or 
securities convertible into shares of stock of any class, shall affect, and 
no adjustment by reason thereof shall be made with respect to, the number or 
price of shares of Common Stock subject to an Option.

          (b)  CORPORATE TRANSACTIONS.  In the event of the proposed 
dissolution or liquidation of the Company, the Option will terminate 
immediately prior to the consummation of such proposed action, unless 
otherwise provided by the Administrator.  The Administrator may, in the 
exercise of its sole discretion in such instances, declare that any Option 
shall terminate as 



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of a date fixed by the Administrator and give each Optionee the right to 
exercise his or her Option as to all or any part of the Optioned Stock, 
including Shares as to which the Option would not otherwise be exercisable.  
In the event of a proposed sale of all or substantially all of the assets of 
the Company, or the merger of the Company with or into another corporation, 
the Option shall be assumed or an equivalent option shall be substituted by 
such successor corporation or a parent or subsidiary of such successor 
corporation, unless the Administrator determines, in the exercise of its sole 
discretion and in lieu of such assumption or substitution, that the Optionee 
shall have the right to exercise the Option as to some or all of the Optioned 
Stock, including Shares as to which the Option would not otherwise be 
exercisable.  If the Administrator makes an Option exercisable in lieu of 
assumption or substitution in the event of a merger or sale of assets, the 
Administrator shall notify the Optionee that the Option shall be exercisable 
for a period of fifteen (15) days from the date of such notice, and the 
Option will terminate upon the expiration of such period.

     15.  TIME OF GRANTING OPTIONS.  The date of grant of an Option shall, 
for all purposes, be the date on which the Administrator makes the 
determination granting such Option or such other date as is determined by the 
Administrator. Notice of the determination shall be given to each Employee or 
Consultant to whom an Option is so granted within a reasonable time after the 
date of such grant.

     16.  AMENDMENT AND TERMINATION OF THE PLAN.

          (a)  AMENDMENT AND TERMINATION.  The Board may amend or terminate 
the Plan from time to time in such respects as the Board may deem advisable; 
provided that, the following revisions or amendments shall require approval 
of the stockholders of the Company in the manner described in Section 20 of 
the Plan:

               (i)  any change in the designation of the class of persons 
eligible to be granted Options; or

               (ii) any change in the limitation on grants to employees as 
described in Section 8 of the Plan or other changes which would require 
stockholder approval to qualify options granted hereunder as 
performance-based compensation under Section 162(m) of the Code.

          (b)  EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or 
termination of the Plan shall not affect Options already granted and such 
Options shall remain in full force and effect as if this Plan had not been 
amended or terminated, unless mutually agreed otherwise between the Optionee 
and the Board, which agreement must be in writing and signed by the Optionee 
and the Company.

     17.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued 
pursuant to the exercise of an Option unless the exercise of such Option and 
the issuance and delivery of such Shares pursuant thereto shall comply with 
all relevant provisions of law, including, without limitation, the Securities 
Act of 1933, as amended, the Exchange Act, the rules and regulations 
promulgated thereunder, and the requirements of any stock exchange upon which 
the Shares may 



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then be listed, and shall be further subject to the approval of counsel for 
the Company with respect to such compliance.

          As a condition to the exercise of an Option, the Company may 
require the person exercising such Option to represent and warrant at the 
time of any such exercise that the Shares are being purchased only for 
investment and without any present intention to sell or distribute such 
Shares if, in the opinion of counsel for the Company, such a representation 
is required by any of the aforementioned relevant provisions of law.

     18.  RESERVATION OF SHARES.  The Company, during the term of this Plan, 
will at all times reserve and keep available such number of Shares as shall 
be sufficient to satisfy the requirements of the Plan.  The inability of the 
Company to obtain authority from any regulatory body having jurisdiction, 
which authority is deemed by the Company's counsel to be necessary to the 
lawful issuance and sale of any Shares hereunder, shall relieve the Company 
of any liability in respect of the failure to issue or sell such Shares as to 
which such requisite authority shall not have been obtained.

     19.  OPTION AGREEMENT.  Options shall be evidenced by written option 
agreements in such form as the Board shall approve.
     




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