EXHIBIT 10 (i-2)


                            AMENDED SECTION 9 OF THE

          1997 NON-EMPLOYEE DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN


     9.   (a)  NON-TRANSFERABILITY  OF  OPTIONS.  Options  and all other  rights
thereunder  and  hereunder  may not be  assigned  or  transferred  by a Director
otherwise than by will or the laws of descent and distribution,  and Options may
be exercised or surrendered  during the  Director's  lifetime only by him or his
guardian or legal representative.

          (b)  Notwithstanding  the  foregoing,  the Board may in the applicable
option  certificate  or at any time  after  the  date of grant by an  instrument
amending terms provided for in the option  certificate  provide that Options may
be transferred by a Director without consideration, subject to such rules as the
Board may adopt consistent with the terms of the applicable  option  certificate
to preserve the purposes of the Plan, to:

               (A)  any person who is a "family member" of the Director, as such
                    term is used in the instructions to Form S-8  (collectively,
                    the "Immediate Family Members");

               (B)  a trust  solely for the benefit of the  Director  and his or
                    her Immediate Family Members;

               (C)  a  partnership  or  limited  liability  company  whose  only
                    partners or  shareholders  are the  Director  and his or her
                    Immediate Family Members; or

               (D)  any other  transferee  as may be approved  either (a) by the
                    Board  in its sole  discretion,  or (b) as  provided  in the
                    terms of the applicable option certificate;

(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter
referred to as a "Permitted  Transferee");  PROVIDED that the Director gives the
Board advance written notice describing the terms and conditions of the proposed
transfer  and the Board  notifies  the  Director in writing that such a transfer
would comply with the  requirements  of the Plan and the terms of any applicable
option certificate.

          (c)  The  terms  of any  Option  transferred  in  accordance  with the
immediately  preceding sentence shall apply to the Permitted  Transferee and any
reference in the Plan or in an option  certificate to a Director shall be deemed
to refer to the  Permitted  Transferee,  except that (a)  Permitted  Transferees
shall not be entitled to transfer any Options, other than by will or the laws of
descent and  distribution;  (b) Permitted  Transferees  shall not be entitled to
exercise any transferred  Options unless there shall be in effect a registration
statement on an appropriate form covering the shares to be acquired  pursuant to
the exercise of such Option if the Board  determines,  consistent with the terms
of any applicable  option  certificate,  that such a  registration  statement is
necessary or appropriate,  (c) the Board or the Company shall not be required to
provide any notice to a Permitted  Transferee,  whether or not such notice is or
would otherwise have been required to be given to the Director under the Plan or
otherwise,  and (d) the  consequences,  if any, of termination of the Director's
services as a member of the Board under the terms of the Plan and the applicable
option  certificate  shall  continue to be applied with respect to the Director,
following  which the Options shall be  exercisable  by the Permitted  Transferee
only to the extent, and for the periods,  specified in the Plan and the terms of
the applicable option certificate.

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