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                                                                   EXHIBIT 10.12

                         NARRATIVE COMMUNICATIONS CORP.

                             1995 STOCK OPTION PLAN

1.      PURPOSE

        The purpose of this 1995 Stock Option Plan (the "Plan") is to advance 
the interests of NARRATIVE COMMUNICATIONS CORP. (the "Company") by enhancing 
the ability of the Company and its subsidiaries to attract and retain 
employees, directors, consultants or advisers who are in a position to make 
significant contributions to the success of the Company, to reward them for 
their contributions and to encourage them to take into account the long-term 
interests of the Company.

        The Plan provides for the award of options to purchase shares of the 
Company's common stock ("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 from time to time amended, the "Code") (any option that is intended 
to qualify as an incentive stock option being referred to herein as an 
"incentive option"), or options that are not incentive options, or both. 
Options granted pursuant to the Plan shall be presumed to be non-incentive 
options unless expressly designated as incentive options.

2.      ELIGIBILITY FOR AWARDS

        Persons eligible to receive awards under the Plan shall be all 
executive officers of the Company and its subsidiaries and other employees, 
consultants and advisers who, in the opinion of the Board, are in a position to 
make a significant contribution to the success of the Company and its 
subsidiaries. Directors, including directors who are not employees, of the 
Company shall be eligible to receive awards under the Plan to the extent that 
their eligibility would not disqualify them as disinterested persons for 
purposes of Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of 
1934, as amended (the "Exchange Act"). Incentive options shall be granted only 
to "employees" as defined in the provisions of the Code or regulations 
thereunder applicable to incentive stock options. A subsidiary for purposes of 
the Plan shall be a corporation in which the Company owns, directly or 
indirectly, stock possessing 50% of more of the total combined voting power of 
all classes of stock. Persons selected for awards under the Plan are referred 
to herein as "participants."

3.      ADMINISTRATION

        The Plan shall be administered by the Board of Directors (the "Board") 
of the Company. The Board shall have authority, not inconsistent with the 
express provisions of the Plan, (a) to grant awards consisting of options, to 
such participants as the Board may select;
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(b) to determine the time or times when awards shall be granted and the number 
of shares of Stock subject to each award; (c) to determine which options are, 
and which options are not, incentive options; (d) to determine the terms and 
conditions of each award; (e) to prescribe the form or forms of any instruments 
evidencing awards and any other instruments required under the Plan and to 
change such forms from time to time; (f) to adopt, amend and rescind rules and 
regulations for the administration of the Plan; and (g) to interpret the Plan 
and to decide any questions and settle all controversies and disputes that may 
arise in connection with the Plan. Such determinations of the Board shall be 
conclusive and shall bind all parties. Subject to Section 8 the Board shall 
also have the authority, both generally and in particular instances, to waive 
compliance by a participant with any obligation to be performed by the 
participant under an award, to waive any condition or provision of an award, 
and to amend or cancel any award (and if an award is canceled, 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 6(c) 
and Section 6(i).

     The Board may, in its discretion, delegate some or all of its powers with 
respect to the Plan to a committee (the "Committee"), in which even all 
references in this Plan (as appropriate) to the Board shall be deemed to refer 
to the Committee. The Committee, if one is appointed, shall consist of at least 
two directors. A majority of the members of the 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. On and after registration of the Stock under the 
Exchange Act, the Board shall delegate the power to select directors and 
executive officers to receive awards under the Plan and the timing, pricing and 
amount of such awards to a committee or committees, the number of which shall 
satisfy the requirements of Rule 16b-3 applicable to the Company and all 
members of which shall be disinterested persons within the meaning of the 
applicable provisions of Rule 16b-3 and, with respect to executive officers 
only, "outside directors" within the meaning of section 162(m) under the Code.

4.    EFFECTIVE DATE AND TERM OF PLAN

     The Plan shall become effective on the date on which it is approved by the 
shareholders of the Company. Grants of awards under the Plan may be made prior 
to that date (but contemporaries with or after Board adoption of the Plan), 
subject to approval of the Plan by such shareholders.

     No awards shall be granted under the Plan after the completion of ten 
years from the date on which the plan was adopted by the Board, but awards 
previously granted may extend beyond that date.

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5. SHARES SUBJECT TO THE PLAN

     (a) NUMBER OF SHARES.  Subject to adjustment as provided in Section 5(c), 
the aggregate number of shares of Stock that may be delivered upon the exercise 
of awards granted under the Plan shall be 1,000,000. If any award granted under 
the Plan terminates without having been exercised in full, or upon exercise is 
satisfied other than by delivery of Stock, the number of shares of Stock as to 
which such award was not exercised shall be available for future grants within 
the limits set forth in this Section 5(a).

     The maximum number of shares for which options may be granted to any 
individual over the life of the Plan shall be 125,000. The per-individual 
limitations described in this paragraph shall be construed and applied 
consistent with the rules and regulations under section 162(m) of the Code.

     (b) SHARES TO BE DELIVERED.  Shares delivered under the Plan shall be 
authorized but unissued Stock or, if the Board so decides in its sole 
discretion, previously issued Stock acquired by the Company and held in its 
treasury. No factional shares of Stock shall be delivered under the Plan.

     (c) CHANGES IN STOCK.  In the event of a stock dividend, stock split or 
combination of shares, recapitalization or other change in the Company's 
capital stock, the number and kind of shares of Stock subject to awards then 
outstanding or subsequently granted under the Plan, the exercise price of such 
awards, the maximum number of shares of Stock that may be delivered under the 
Plan, and other relevant provisions shall be appropriately adjusted by the 
Board, whose determination shall be binding on all persons.

     The Board may also adjust the number of shares subject to outstanding 
awards and the exercise price and the terms of outstanding awards to take into 
consideration material changes in accounting practices or principles, 
extraordinary dividends, consolidations or mergers (except those described in 
Section 6(i)), 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, provided that no such 
adjustment shall be made in the case of an incentive option, without the 
consent of the participant, if it would constitute a modification, extension or 
renewal of the option within the meaning of section 424(h) of the Code.

6.    TERMS AND CONDITIONS OF OPTIONS

     (a) EXERCISE PRICE OF OPTIONS.  The exercise price of each option shall 
be determined by the Board but in the case of an incentive option 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 at the time the 
option is granted; nor shall the exercise price be less, in the case of an 
original issue of authorized stock, than par value. For this purpose, "fair

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market value" in the case of incentive options shall have the same meaning as it
does in the provisions of the Code and the regulations thereunder applicable to
incentive options; and "ten-percent shareholder" shall mean any participant who
at the time of grant owns directly, or by reason of the attribution rules set
forth in section 424(d) of the Code is deemed to own, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or
of any of its parent or subsidiary corporations.

        (b)     Duration of Options. Options 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 that is ten years
(five years, in the case of an incentive option granted to a "ten-percent
shareholder" as defined in (a) above) from the date the option was granted or
such earlier date as the Board may specify at the time the option is granted.

        (c)     Exercise of Options.

        (1)     Options shall become exercisable at such time or times and upon
                such conditions as the Board shall specify. In the case of an
                option not immediately exercisable in full, the Board may at any
                time accelerate the time at which all or any part of the option
                may be exercised.

        (2)     Options may be exercised only in writing. Written notice of
                exercise must be signed by the proper person and furnished to
                the Company, together with (i) such documents as the Board may
                require and (ii) payment in full as specified below in Section
                6(d) for the number of shares for which the option is exercised.

        (3)     The delivery of Stock upon the exercise of an option shall be
                subject to compliance with (i) applicable federal and state laws
                and regulations, (ii) if the outstanding Stock is at the time
                listed on any stock exchange, the listing requirements of such
                exchange, and (iii) Company counsel's approval of all other
                legal matters in connection with the issuance and delivery of
                such Stock. If the sale of Stock has not been registered under
                the Securities Act of 1933, as amended, the Company may require,
                as a condition to exercise of the option, such representations
                or agreements as counsel for the Company may consider
                appropriate to avoid violation of such Act and may require that
                the certificates evidencing such Stock bear an appropriate
                legend restricting transfer.

        (4)     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
                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


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          such manner as the Board may prescribe, to satisfy such withholding 
          obligation by (1) delivering to the Company Stock (which in the case 
          of Stock acquired from the Company shall have been owned by the 
          participant for at least six months prior to the delivery date) 
          having a fair market value equal to such withholding obligation or 
          (ii) requesting that the Company withhold from the shares of Stock to 
          be delivered upon the exercise a number of shares of 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 or state tax with respect to a disposition of the 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 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.

     (5)  If an option is exercised 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 shall be under no obligation 
          to deliver Stock pursuant to such exercise until the Company is 
          satisfied as to the authority of the person or persons exercising the 
          option. 

     (d)  Payment for and Delivery of Stock. Stock purchased upon exercise of
an option under the Plan shall be paid for as follows:

     (i)  in cash or by personal check, certified 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 the method of payment at the time of grant,
          (A) through the delivery of shares of Stock (which, in the case of 
          Stock acquired from the Company, shall have been held for at least 
          six months prior to delivery) 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 participant 
          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 (D) by any 
          combination of the permissible forms of payment; provided, that if

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              the Stock delivered upon exercise of the option is an original
              issue of authorized Stock,  at least so much of the exercise price
              as represents the par value of such Stock shall be paid other than
              by a personal check or promissory note of the person exercising
              the option.

       (e)    Rights as Shareholder. A participant shall not have the rights of
a shareholder with regard to awards under the Plan except as to Stock actually
received by the participant under the Plan.

       (f)    Nontransferability of Awards. Except as the Board may otherwise
determine, no award may be transferred other than by will or by the laws of
descent and distribution, and during a participant's lifetime as award may be
exercised only by the participant.

       (g)    Death. If a participant dies, each option held by the participant
immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by the participant's executor or administrator or by
the person or persons to whom the option is transferred by will or the
applicable laws of descent and distribution, at any time within the one-year
period (or such longer or shorter period as the Board may determine) beginning
with the date of the participant's death but in no event beyond the Final
Exercise Date. All options held by a participant immediately prior to death that
are not then exercisable shall terminate on the date of death.

       (h)    Termination of Service Other Than By Death. If an employee's
employment with the Company and its subsidiaries terminates for any reason other
than by death, all options held by the employee that are not then exercisable
shall terminate. Options that are exercisable on the date employment terminates
shall continue to be exercisable for a period of sixty (60) days (or such longer
period as the Board may determine, but in no event beyond the Final Exercise
Date) unless the employee was discharged for cause that in the opinion of the
Board casts such discredit on the employee as to justify termination of the
employee's options. After completion of the post-termination exercise period,
such options shall terminate to the extent not previously exercised, expired or
terminated. For purposes of this Section 6(h), 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
employee's right to reemployment is guaranteed either by statute or by contract,
or (ii) in the case of a transfer of employment between the Company and a
subsidiary, 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.

       (i)    Mergers, etc. 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 by a group of persons and/or entities acting in concert, 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 20


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days prior to the effective date of any such merger, consolidation or sale of 
assets, the Board shall either (i) make all outstanding awards exercisable 
immediately prior to consummation of such merger, consolidation or sale of 
assets or (ii) if there is a surviving or acquiring corporation, arrange, 
subject to consummation of the merger, consolidation or sale of assets, to have 
that corporation or an affiliate of that corporation grant to participants 
replacement awards, which awards in the case of incentive options shall 
satisfy, in the determination of the Board, the requirements of section 424(a) 
of the Code.

      The board may grant awards under the Plan in substitution for awards held 
by employees, directors, consultants or advisers or another corporation who 
concurrently become employees, directors, consultants or advisers of the 
Company or a subsidiary of the Company as the result of a merger or 
consolidation of that corporation with the Company or a subsidiary of the 
Company, or as the result of the acquisition by the Company or a subsidiary of 
the Company of property or stock of that corporation. The Company may direct 
that substitute awards be granted on such terms and conditions as the Board 
considers appropriate in the circumstances.

7.    EMPLOYMENT RIGHTS

      Neither the adoption of the Plan nor the grant of awards shall confer 
upon any participant any right to continue as an employee or director of, or 
consultant or adviser to, the Company or any parent or subsidiary or affect in 
any way the right of the Company or parent or subsidiary to terminate them at 
any time. Except as specifically provided by the Board 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.

8.    EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

      Neither adoption of the Plan nor the grant of awards to a participant 
shall affect the Company's right to make awards to such participant that are 
not subject to the Plan, to issue to such participant Stock as a bonus or 
otherwise, or to adopt other plans or arrangements under which Stock may be 
issued.

      The Board may at any time discontinue granting awards under the Plan. 
With the consent of the participant, the Board may at any time cancel an 
existing award in whole or in part and grant another award for such number of 
shares as the Board specifies. The Board may at any time or times amend the 
Plan or any outstanding award for the purpose of satisfying the requirements of 
section 422 of the Code or of any changes in applicable laws or regulations or 
for any other purpose that may at the time be permitted by law, or may at any 
time terminate the Plan as to further grants of awards, but no such amendment 
shall adversely 
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affect the rights of any participant (without the participant's consent) under 
any award previously granted.







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