EXHIBIT 10.3(b)

                             1996 STOCK OPTION PLAN

                                       OF

                             OBJECTSOFT CORPORATION

                       (AS AMENDED AS OF JANUARY 18, 2000,
                        SUBJECT TO STOCKHOLDER APPROVAL)


                  1.  PURPOSES OF THE PLAN.  This stock option plan (the "Plan")
is designed to provide an incentive to key  employees  (including  directors and
officers who are key employees)  and to  consultants  and advisors and directors
who are not employees of ObjectSoft  Corporation,  a Delaware  corporation  (the
"Company"),  or its  present and future  Subsidiaries  or a Parent (as each such
term is defined in  Paragraph  19),  and to offer an  additional  inducement  in
obtaining  the  services of such  persons.  The Plan  provides  for the grant of
"incentive  stock  options"  ("ISOs")  within the  meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"),  and nonqualified  stock
options  which  do not  qualify  as ISOs  ("NQSOs"),  but the  Company  makes no
representation or warranty,  express or implied,  as to the qualification of any
option as an "incentive stock option" under the Code.

                  2. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions  of
Paragraph 12, the aggregate  number of shares of common stock,  $.0001 par value
per share,  of the Company  ("Common  Stock")  for which  options may be granted
under the Plan shall not exceed  1,000,000.  Such shares of Common Stock may, in
the  discretion  of the  Board  of  Directors  of the  Company  (the  "Board  of
Directors"),  consist  either  in whole or in part of  authorized  but  unissued
shares of Common  Stock or shares of Common  Stock held in the  treasury  of the
Company.  Subject to the  provisions of Paragraph 13, any shares of Common Stock
subject to an option which for any reason expires,  is canceled or is terminated
unexercised or which ceases for any reason to be exercisable  shall again become
available for the granting of options  under the Plan.  The Company shall at all
times  during the term of the Plan  reserve  and keep  available  such number of
shares of Common Stock as will be sufficient to satisfy the  requirements of the
Plan.

                  3.  ADMINISTRATION OF THE PLAN. The Plan shall be administered
by a  committee  of the  Board of  Directors  consisting  of not  less  than two
directors  (the  "Committee").  During  such time as the  Company has a class of
equity securities  registered under Section 12 of the Securities Exchange Act of
1934 (the  "Exchange  Act"),  to the extent  necessary to preserve any deduction
under Section 162(m) of the Code or to comply with Rule 16b-3  promulgated under
the Exchange Act, or any successor rule ("Rule 16b-3"),  any Committee appointed
by the Board of  Directors to  administer  the Plan shall be comprised of two or
more  directors,  each of whom shall be a  "non-employee  director,"  within the
meaning of Rule 16b-3,

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and an "outside  director,"  within the meaning of Treasury  Regulation  Section
1.162-27(e)(3),  and  the  delegation  of  powers  to  the  Committee  shall  be
consistent with applicable laws and regulations (including,  without limitation,
applicable  state  laws  and Rule  16b-3).  A  majority  of the  members  of the
Committee shall  constitute a quorum,  and the acts of a majority of the members
present at any  meeting at which a quorum is present,  and any acts  approved in
writing by all members without a meeting, shall be the acts of the Committee.

                  Subject to the express  provisions of the Plan,  the Committee
shall  have  the  authority,  in its  sole  discretion,  to  determine  the  key
employees,  consultants  and directors who shall be granted  options;  the times
when options shall be granted;  whether an Employee  Option shall be an ISO or a
NQSO;  the number of shares of Common  Stock to be subject to each  option;  the
term of each option; the date each option shall become  exercisable;  whether an
option shall be  exercisable  in whole,  in part or in  installments  and, if in
installments,  the  number  of  shares of  Common  Stock to be  subject  to each
installment,  whether  the  installments  shall be  cumulative,  the  date  each
installment shall become  exercisable and the term of each installment;  whether
to accelerate the date of exercise of any option or installment;  whether shares
of Common Stock may be issued upon the exercise of an option as partly paid and,
if so, the dates when future installments of the exercise price shall become due
and the amounts of such  installments;  the exercise  price of each option;  the
form of payment of the  exercise  price;  whether to restrict  the sale or other
disposition  of the shares of Common  Stock  acquired  upon the  exercise  of an
option and, if so, whether to waive any such restriction; whether to subject the
exercise of all or any portion of an option to the fulfillment of  contingencies
as  specified in the  contract  referred to in  Paragraph  11 (the  "Contract"),
including without limitation, contingencies relating to entering into a covenant
not to compete with the Company, any of its Subsidiaries or a Parent (as defined
in  Paragraph  19),  to  financial  objectives  for  the  Company,  any  of  its
Subsidiaries or a Parent, a division of any of the foregoing,  a product line or
other category,  and/or the period of continued  employment of the optionee with
the Company,  any of its Subsidiaries or a Parent, and to determine whether such
contingencies  have been met;  whether an optionee  is  Disabled  (as defined in
Paragraph 19); and, the amount,  if any,  necessary to satisfy the obligation of
the Company,  a Subsidiary or a Parent to withhold taxes or other  amounts;  the
fair  market  value of a share of  Common  Stock;  to  construe  the  respective
Contracts and the Plan; with the consent of the optionee, to cancel or modify an
option,  provided, that the modified provision is permitted to be included in an
option  granted  under the Plan on the date of the  modification,  and  further,
provided,  that in the case of a  modification  (within  the  meaning of Section
424(h) of the Code) of an ISO, such option as modified  would be permitted to be
granted  on the  date of such  modification  under  the  terms of the  Plan;  to
prescribe,  amend and rescind  rules and  regulations  relating to the Plan;  to
approve any  provision of the Plan or any option  granted  under the Plan or any
amendment  to either  which,  under Rule  16b-3 or  Section  162(m) of the Code,
requires  approval  by the  Board of  Directors,  a  committee  of  Non-Employee
Directors or the  stockholders  to be exempt under Section 16(b) of the Exchange
Act (unless otherwise specifically provided herein) or to preserve any deduction
under Section 162(m) of the Code; and to make all other determinations necessary
or advisable for administering the Plan. Any controversy or claim arising out of
or relating to the Plan, any option granted under the Plan or any Contract shall
be  determined  unilaterally  by the  Committee  in  its  sole  discretion.  The
determinations  of the

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Committee on the matters referred to in this Paragraph 3 shall be conclusive and
binding on the parties.

                  No member or former  member of the  Committee  shall be liable
for any action or  determination  made in good faith with respect to the Plan or
any option granted hereunder. In addition to any other rights of indemnification
they may have as  directors  or as members or former  members of the  Committee,
each such member and former member shall be indemnified and held harmless by the
Company  from  and  against  any  reasonable  expenses   (including   reasonable
attorneys'  fees)  actually  and  necessarily  incurred in  connection  with the
defense, of any claim, action, suit, proceeding or appeal (collectively, "Case")
to which he is a party by  reason of an  action  or  failure  to act under or in
connection  with the Plan or any  option  granted  hereunder,  and  against  all
amounts paid by him in  settlement  of such Case  (provided  such  settlement is
approved  by the  Company) or paid in  satisfaction  of a judgment in such Case;
provided,  however,  that such member or former  member shall not be entitled to
indemnification  (a) if he did not within 60 days after the  institution of such
Case offer to the  Company in writing the  opportunity  to handle and defend the
Case at its own expense,  or (b) to the extend the Case  resulted from his gross
negligence or willful misconduct.

                  4. ELIGIBILITY;  GRANTS.  The Committee may from time to time,
in its sole discretion, consistent with the purposes of the Plan, grant Employee
Options  to  key  employees  (including  officers  and  directors  who  are  key
employees) of, Consultant Options to consultants and advisors to, the Company or
any of its  Subsidiaries  or a  Parent  and  Non-Employee  Director  Options  to
Non-Employee  Directors.  Such options granted shall cover such number of shares
of  Common  Stock  as the  Committee  may  determine,  in its  sole  discretion;
provided,  however,  that,  if on the date of grant of an  option,  any class of
equity  securities is required to be registered under Section 12 of the Exchange
Act,  the  maximum  number of shares  subject to  Employee  Options  that may be
granted to any  individual  during any calendar year under the Plan (the "162(m)
Maximum")  shall not exceed  500,000  shares;  and further,  provided,  that the
aggregate  market  value  (determined  at the  time the  option  is  granted  in
accordance  with  Paragraph  5) of the  shares  of  Common  Stock  for which any
eligible  employee  may be granted  ISOs under the Plan or any other plan of the
Company,  or of a Parent or a Subsidiary of the Company,  which are  exercisable
for the first time by such  optionee  during any calendar  year shall not exceed
$100,000.  Such  limitation  shall be applied by taking ISOs into account in the
order in which they were granted. Any option (or the portion thereof) granted in
excess of such amount shall be treated as a NQSO.

                  5. EXERCISE PRICE.  The exercise price of the shares of Common
Stock  under  each  option  shall be  determined  by the  Committee  in its sole
discretion;  provided,  however,  that the exercise price of an ISO shall not be
less than the fair market  value of the Common  Stock  subject to such option on
the  date of  grant;  and  further,  provided,  that  if,  at the time an ISO is
granted,  the  optionee  owns (or is deemed to own under  Section  424(d) of the
Code) stock  possessing  more than 10% of the total combined voting power of all
classes of stock of the Company,  of any of its Subsidiaries or of a Parent, the
exercise  price of such ISO shall not be less than 110% of the fair market value
of the Common Stock subject to such ISO on the date of grant.


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<PAGE>

                  The fair  market  value of a share of Common  Stock on any day
shall  be (a) if the  principal  market  for  the  Common  Stock  is a  national
securities exchange, the average between the high and low sales prices per share
of Common Stock on such day as reported by such exchange or on a composite  tape
reflecting  transactions on such exchange,  (b) if the principal  market for the
Common  Stock is not a national  securities  exchange  and the  Common  Stock is
quoted on The Nasdaq  Stock  Market  ("Nasdaq"),  and (i) if actual  sales price
information is available with respect to the Common Stock,  the average  between
the high and low sales  prices per share of Common  Stock on such day on Nasdaq,
or (ii) if such  information is not available,  the average  between the highest
bid and lowest asked prices per share of Common Stock on such day on Nasdaq,  or
(c) if the  principal  market for the Common Stock is not a national  securities
exchange and the Common Stock is not quoted on Nasdaq,  the average  between the
highest  bid and lowest  asked  prices per share of Common  Stock on such day as
reported on the OTC  Bulletin  Board  Service or by National  Quotation  Bureau,
Incorporated or a comparable service;  provided,  however,  that if clauses (a),
(b) and (c) of this  Paragraph are all  inapplicable,  or if no trades have been
made or no quotes  are  available  for such day,  the fair  market  value of the
Common  Stock shall be  determined  by the Board by any method  consistent  with
applicable  regulations  adopted by the  Treasury  Department  relating to stock
options.  The  determination  of the Committee shall be exclusive in determining
the fair market value of the stock.

                  6. TERM. The term of each option granted  pursuant to the Plan
shall be such term as is established by the Committee,  in its sole  discretion;
provided,  however, that the term of each ISO granted pursuant to the Plan shall
be for a period  not  exceeding  ten years from the date of grant  thereof;  and
further, provided, that if, at the time an ISO is granted, the optionee owns (or
is deemed to own under Section  424(d) of the Code) stock  possessing  more than
10% of the total  combined  voting power of all classes of stock of the Company,
of any of its  Subsidiaries  or of a Parent,  the term of the ISO shall be for a
period not exceeding five years from the date of grant. Options shall be subject
to earlier termination as hereinafter provided.

                  7. EXERCISE.  An option (or any part or installment  thereof),
to the extent then  exercisable,  shall be exercised by giving written notice to
the Company at its principal office (at present 50 East Palisade  Avenue,  Suite
411, Englewood,  New Jersey 07631) stating which ISO or NQSO is being exercised,
specifying the number of shares of Common Stock as to which such option is being
exercised and  accompanied  by payment in full of the aggregate  exercise  price
therefor  (or the amount due on  exercise  if the  Contract  with  respect to an
Employee Option permits installment  payments) (a) in cash or by certified check
or (b) if the applicable  Contract permits,  with previously  acquired shares of
Common  Stock  having an  aggregate  fair  market  value on the date of exercise
(determined  in accordance  with  Paragraph 5) equal to the  aggregate  exercise
price of all options being exercised, or with any combination of cash, certified
check or shares of Common Stock; provided,  however, that in no case without the
consent of the Committee may shares be tendered if such tender would require the
Company  to  incur a  charge  against  its  earnings  for  financial  accounting
purposes.  The Company shall not be required to issue any shares of Common Stock
pursuant to the exercise of any option until all required  payments with respect
thereto,  including  payments for any required  withholding  amounts,  have been
made. The Committee may, in its sole discretion,  permit payment of the exercise
price of


                                      -4-
<PAGE>

an option by delivery by the optionee of a properly  executed  notice,  together
with a copy  of his  irrevocable  instructions  to a  broker  acceptable  to the
Committee to deliver promptly to the Company the amount of sale or loan proceeds
sufficient to pay such exercise price. In connection therewith,  the Company may
enter into  agreements  for  coordinated  procedures  with one or more brokerage
firms.

                  A person entitled to receive Common Stock upon the exercise of
an option shall not have the rights of a stockholder with respect to such shares
of Common  Stock until the date of issuance  of a stock  certificate  to him for
such shares; provided, however, that until such stock certificate is issued, any
optionee  using  previously  acquired  shares of Common  Stock in  payment of an
option  exercise price shall  continue to have the rights of a stockholder  with
respect to such previously acquired shares.

                  In no case  may a  fraction  of a share  of  Common  Stock  be
purchased or issued under the Plan.

                  8.  TERMINATION  OF  RELATIONSHIP.  Except as may otherwise be
expressly provided in the applicable Contract,  any holder of an Employee Option
or  Consultant  Option  whose  relationship  with the  Company,  its  Parent and
Subsidiaries  as an employee,  a consultant or an advisor has terminated for any
reason other than in the case of an individual  optionee his death or Disability
(as defined in Paragraph 19) may exercise such option, to the extent exercisable
on the date of such termination,  at any time within three months after the date
of  termination,  but not  thereafter  and in no event after the date the option
would otherwise have expired;  provided,  however,  that if such relationship is
terminated either (a) for cause, or (b) without the consent of the Company, such
option  shall  terminate  immediately.  Except  as may  otherwise  be  expressly
provided in the applicable  Contract,  Employee  Options and Consultant  Options
granted  under the Plan shall not be affected by any change in the status of the
optionee so long as the optionee continues to be an employee of, or a consultant
or an  advisor  to,  the  Company,  or  any  of  the  Subsidiaries  or a  Parent
(regardless of having  changed from one to the other or having been  transferred
from one corporation to another).

                  For the purposes of the Plan, an employment relationship shall
be deemed to exist  between an individual  and a corporation  if, at the time of
the  determination,  the  individual  was an  employee of such  corporation  for
purposes of Section 422(a) of the Code. As a result,  an individual on military,
sick leave or other bona fide leave of absence  shall  continue to be considered
an  employee  for  purposes  of the Plan  during such leave if the period of the
leave does not exceed 90 days, or, if longer, so long as the individual's  right
to reemployment with the Company (or a related corporation) is guaranteed either
by  statute  or by  contract.  If the  period of leave  exceeds  90 days and the
individual's  right to reemployment is not guaranteed by statute or by contract,
the employment  relationship  shall be deemed to have terminated on the 91st day
of such leave.

                  The holder of a Consultant Option whose consulting or advisory
relationship  with the Company (and its Parent and  Subsidiaries) has terminated
for any reason may exercise such option to the extent exercisable on the date of
such  termination,  but not thereafter and in no event


                                      -5-
<PAGE>

after the date the option would otherwise have expired; provided,  however, that
if such  relationship  was  terminated  either (a) for cause or (b)  without the
consent of the Company (other than as a result of the death or Disability of the
holder or a key employee of the holder) the option shall terminate immediately.

                  Except  as  may   otherwise  be  expressly   provided  in  the
applicable Contract,  the Non-Employee  Director Option shall not be affected by
the  optionee's  ceasing to be a director of the Company or becoming an employee
of the Company, any of its Subsidiaries or a Parent; provided,  however, that if
the optionee is terminated for cause, such option shall terminate immediately.

                  Nothing  in the Plan or in any option  granted  under the Plan
shall  confer on any  optionee  any right to  continue in the employ of, or as a
consultant or advisor to, the Company,  any of its Subsidiaries or a Parent,  or
as a director  of the  Company,  or  interfere  in any way with any right of the
Company,  any of its  Subsidiaries  or a  Parent  to  terminate  the  optionee's
relationship  at any time for any reason  whatsoever  without  liability  to the
Company, any of its Subsidiaries or a Parent.

                  9. DEATH OR DISABILITY OF AN OPTIONEE. Except as may otherwise
be expressly provided in the applicable Contract,  if an optionee dies (a) while
he is an  employee  of, or  consultant  or advisor to, the  Company,  any of its
Subsidiaries or a Parent,  (b) within three months after the termination of such
relationship  (unless such  termination  was for cause or without the consent of
the  Company)  or  (c)  within  one  year  following  the  termination  of  such
relationship  by reason of his  Disability,  his Employee  Option or  Consultant
Option may be exercised,  to the extent exercisable on the date of his death, by
his Legal  Representative  (as defined in  Paragraph  19) at any time within one
year after death,  but not  thereafter and in no event after the date the option
would otherwise have expired.

                  Except  as  may   otherwise  be  expressly   provided  in  the
applicable  Contract,  any  optionee  whose  relationship  as an employee of, or
consultant  or  advisor  to,  the  Company,  its  Parent  and  Subsidiaries  has
terminated  by reason of such  optionee's  Disability  may exercise his Employee
Option or Consultant  Option, to the extent  exercisable upon the effective date
of such  termination,  at any time  within one year  after  such  date,  but not
thereafter  and in no event  after  the date the  option  would  otherwise  have
expired.

                  The  term  of a  Non-Employee  Director  Option  shall  not be
affected by the death or Disability of the  optionee.  If an optionee  holding a
Non-Employee Director Option dies during the term of such option, the option may
be exercised at any time during its term by his Legal Representative.

                  10.   COMPLIANCE  WITH  SECURITIES  LAWS.  The  Committee  may
require,  in its sole  discretion,  as a condition to the exercise of any option
that either (a) a  Registration  Statement  under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock to be
issued  upon  such  exercise  shall  be  effective  and  current  at the time of
exercise,  or (b) there is an exemption from  registration  under the Securities


                                      -6-
<PAGE>

Act for the issuance of the shares of Common Stock upon such  exercise.  Nothing
herein shall be construed as requiring the Company to register shares subject to
any  option  under  the  Securities  Act or to keep any  Registration  Statement
effective or current.

                  The  Committee  may  require,  in its  sole  discretion,  as a
condition to the exercise of any option that the optionee execute and deliver to
the Company the optionee's  representations and warranties,  in form,  substance
and scope  satisfactory  to the  Committee  which the  Committee  determines  is
necessary or convenient to facilitate  the  perfection of an exemption  from the
registration  requirements of the Securities Act,  applicable  state  securities
laws or other legal  requirements,  including without  limitation,  that (a) the
shares of Common  Stock to be issued  upon the  exercise of the option are being
acquired by the optionee for the optionee's own account, for investment only and
not with a view to the resale or  distribution  thereof,  and (b) any subsequent
resale or  distribution  of shares of Common Stock by such optionee will be made
only pursuant to (i) a Registration  Statement under the Securities Act which is
effective  and current with respect to the shares of Common Stock being sold, or
(ii) a specific  exemption from the registration  requirements of the Securities
Act, but in claiming such  exemption,  the optionee  shall prior to any offer of
sale or sale of such shares of Common Stock provide the Company with a favorable
written opinion of counsel  satisfactory to the Company, in form,  substance and
scope satisfactory to the Company,  as to the applicability of such exemption to
the proposed sale or distribution.

                  In addition, if at any time the Committee shall determine,  in
its sole  discretion,  that the listing or qualification of the shares of Common
Stock  subject to such option on any  securities  exchange,  Nasdaq or under any
applicable  law,  or the  consent  or  approval  of any  governmental  agency or
regulatory  body,  is necessary or desirable as a condition to, or in connection
with,  the  granting  of an  option  or the  issue of  shares  of  Common  Stock
thereunder,  such  option may not be granted  or  exercised  in whole or in part
unless such listing, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Committee.

                  11. STOCK OPTION CONTRACTS.  Each option shall be evidenced by
an  appropriate  Contract  which  shall be duly  executed by the Company and the
optionee,   and  shall  contain  such  terms,   provisions  and  conditions  not
inconsistent herewith as may be determined by the Committee.

                  12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK.  Notwithstanding
any other  provisions of the Plan, in the event of any change in the outstanding
Common Stock by reason of a stock  dividend,  recapitalization,  merger in which
the Company is the surviving corporation,  split-up,  combination or exchange of
shares or the like which  results in a change in the number or kind of shares of
Common  Stock  which  are  outstanding  immediately  prior  to such  event,  the
aggregate  number and kind of shares subject to the Plan,  the aggregate  number
and kind of shares subject to each outstanding  option, the 162(m) Maximum,  and
the  exercise  price  thereof  shall be  appropriately  adjusted by the Board of
Directors, whose determination shall be conclusive. Such adjustments may provide
for the  elimination  of  fractional  shares that might  otherwise be subject to
options without payment therefor.

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<PAGE>

Notwithstanding  the  foregoing,  no  adjustment  shall be made pursuant to this
Paragraph 12 if such  adjustment (a) would cause the Plan to fail to comply with
Section 422 of the Code or with Rule 16b-3 of the Exchange Act (if applicable to
such option), or (b) would be considered as the adoption of a new plan requiring
Stockholder approval.

                  In the  event of (a) the  liquidation  or  dissolution  of the
Company,  or (b) a merger in which the Company is not the surviving  corporation
or a  consolidation,  or (c) a merger  (or  similar  transaction)  in which  the
Company is the surviving corporation but more than 50% of the outstanding Common
Stock is transferred or exchanged for other  consideration or in which shares of
Common Stock are issued in an amount in excess of the number of shares of Common
Stock outstanding immediately preceding the merger (or similar transaction), any
outstanding  options shall terminate upon the earliest of any such event, unless
other provision is made therefor in the transaction under the Contract otherwise
provided.

                  13.  AMENDMENTS  AND  TERMINATION  OF THE  PLAN.  The Plan was
adopted  by the Board of  Directors  on March 15,  1996 and  amended on March 3,
1998, on March 15, 1999 and on January 18, 2000. No ISO may be granted under the
Plan after March 14, 2006. The Board of Directors,  without further  approval of
the  Company's  stockholders,  may at any time suspend or terminate the Plan, in
whole or in part,  or amend it from time to time in such respects as it may deem
advisable,  including,  without limitation, in order that ISOs granted hereunder
meet the  requirements  for "incentive  stock options" under the Code, to comply
with the provisions of Rule 16b-3,  Section 162(m) of the Code, or any change in
applicable  law,  regulations,  rulings  or  interpretations  of  administrative
agencies;  provided,  however,  that no amendment shall be effective without the
requisite  prior or subsequent  stockholder  approval  which would (a) except as
contemplated  in Paragraph 12,  increase the maximum  number of shares of Common
Stock for which options may be granted under the Plan or the 162(m) Maximum, (b)
materially  increase the benefits  accruing to participants  under the Plan, (c)
change the eligibility requirements to receive options hereunder or (d) make any
other  change which under  applicable  law  requires  approval of the  Company's
stockholders. No termination, suspension or amendment of the Plan shall, without
the  consent  of the  holder of an  existing  and  outstanding  option  affected
thereby,  adversely  affect  his  rights  under  such  option.  The power of the
Committee to construe and administer any options granted under the Plan prior to
the termination or suspension of the Plan nevertheless shall continue after such
termination or during such suspension.

                  14.  NON-TRANSFERABILITY  OF OPTIONS.  No option granted under
the Plan shall be transferable otherwise than by will or the laws of descent and
distribution, and options may be exercised, during the lifetime of the optionee,
only by the optionee or his Legal Representatives. Except to the extent provided
above,  options  may not be  assigned,  transferred,  pledged,  hypothecated  or
disposed of in any way (whether by operation of law or otherwise)  and shall not
be subject to execution,  attachment or similar process,  and any such attempted
assignment,  transfer,  pledge,  hypothecation or disposition  shall be null and
void ab initio and of no force or effect.


                                      -8-
<PAGE>

                  15.  WITHHOLDING  TAXES. The Company (and/or its Subsidiary or
Parent,  as applicable)  may withhold (a) cash,  (b) subject to any  limitations
under Rule  16b-3,  shares of Common  Stock to be issued  with  respect  thereto
having an  aggregate  fair market  value on the  exercise  date  (determined  in
accordance with Paragraph 5), or (c) any combination thereof, in an amount equal
to the amount  which the  Committee  determines  is  necessary  to  satisfy  the
obligation of the Company,  a Subsidiary or a Parent to withhold Federal,  state
and  local  income  taxes or other  amounts  incurred  by reason of the grant or
exercise of an option,  its  disposition,  or the  disposition of the underlying
shares of Common Stock. Alternatively, the Company may require the holder to pay
to the Company (or to the Subsidiary or Parent) such amount,  in cash,  promptly
upon  demand.  The  Company  shall not be required to issue any shares of Common
Stock  pursuant to any such option until all required  payments  have been made.
Fair  market  value  of the  shares  of  Common  Stock  shall be  determined  in
accordance with Paragraph 5.

                  16. LEGENDS; PAYMENT OF EXPENSES. The Company may endorse such
legend or legends upon the  certificates  for shares of Common Stock issued upon
exercise  of an  option  under  the  Plan and may  issue  such  "stop  transfer"
instructions  to its transfer  agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation of,
or to perfect an exemption from, the registration requirements of the Securities
Act and any applicable  state  securities  laws, (b) implement the provisions of
the Plan or any  agreement  between the Company and the optionee with respect to
such  shares of Common  Stock,  or (c)  permit  the  Company  to  determine  the
occurrence of a  "disqualifying  disposition," as described in Section 421(b) of
the Code, of the shares of Common Stock issued or transferred  upon the exercise
of an ISO granted under the Plan.

                  The Company  shall pay all issuance  taxes with respect to the
issuance of shares of Common Stock upon the exercise of an option  granted under
the Plan, as well as all fees and expenses incurred by the Company in connection
with such issuance.

                  17. USE OF PROCEEDS. The cash proceeds from the sale of shares
of Common  Stock  pursuant to the  exercise  of options  under the Plan shall be
added to the general funds of the Company and used for such  corporate  purposes
as the Board of Directors may determine.

                  18.  SUBSTITUTIONS  AND  ASSUMPTIONS  OF  OPTIONS  OF  CERTAIN
CONSTITUENT CORPORATIONS. Anything in this Plan to the contrary notwithstanding,
the Board of  Directors  may,  without  further  approval  by the  stockholders,
substitute  new  options  for prior  options of a  Constituent  Corporation  (as
defined  in  Paragraph  19) or assume  the  prior  options  of such  Constituent
Corporation.

                  19. DEFINITIONS. For purposes of the Plan, the following terms
shall be defined as set forth below:

                     (1)   Constituent   Corporation.   The  term   "Constituent
Corporation"  shall mean any corporation which engages with the Company,  any of
its  Subsidiaries  or a Parent in a

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<PAGE>

transaction  to which Section  424(a) of the Code applies (or would apply if the
option assumed or  substituted  were an ISO), or any Parent or any Subsidiary of
such corporation.

                     (2) Consultant Option.  The term "Consultant  Option" shall
mean a NQSO granted  pursuant to the Plan to a person who, at the time of grant,
is a consultant to the Company or a Subsidiary of the Company,  and at such time
is neither a common law employee of the Company or any of its Subsidiaries nor a
director of the Company.

                     (3)  Disability.   The  term  "Disability"   shall  mean  a
permanent  and total  disability  within the meaning of Section  22(e)(3) of the
Code.

                     (4) Employee Option.  The term "Employee Option" shall mean
an option  granted  pursuant  to the Plan to an  individual  who, at the time of
grant, is a key employee of the Company or any of its Subsidiaries.

                     (5) Legal Representative.  The term "Legal  Representative"
shall  mean  the  executor,  administrator  or other  person  who at the time is
entitled by law to exercise the rights of a deceased or  incapacitated  optionee
with respect to an option granted under the Plan.

                     (6) Non-Employee Director. The term "Non-Employee Director"
shall mean a person who is a director  of the  Company,  but is not a common law
employee of the Company, any of its Subsidiaries or a Parent.

                     (7) Non-Employee  Director Option.  The term  "Non-Employee
Director Option" shall mean a NQSO granted pursuant to the Plan to a person who,
at the time of the grant, is a Non-Employee Director.

                     (8)  Parent.   The  term  "Parent"   shall  have  the  same
definition as "parent corporation" in Section 424(e) of the Code.

                     (9) Subsidiary.  The term "Subsidiary"  shall have the same
definition as "subsidiary corporation" in Section 424(f) of the Code.

                  20. GOVERNING LAW; CONSTRUCTION. The Plan, such options as may
be granted hereunder and all related matters shall be governed by, and construed
in  accordance  with,  the laws of the  State of  Delaware,  without  regard  to
conflict of law provisions.

                  Neither  the  Plan nor any  Contract  shall  be  construed  or
interpreted  with any  presumption  against the Company by reason of the Company
causing the Plan or Contract to be drafted. Whenever from the context it appears
appropriate,  any term stated in either the singular or plural shall include the
singular and plural,  and any term stated in the  masculine,  feminine or neuter
gender shall include the masculine, feminine and neuter.

                  21.  PARTIAL   INVALIDITY.   The  invalidity,   illegality  or
unenforceability  of any provision in the Plan or any Contract  shall not affect
the validity,  legality or enforceability


                                      -10-
<PAGE>

of any other  provision,  all of which shall be valid,  legal and enforceable to
the fullest extent permitted by applicable law.

                  22. STOCKHOLDER APPROVAL.  The amendments to the provisions of
the Plan  contained  in  Section 2 whereby  the  number of  options  that may be
granted is increased  to 1,000,000  and cotained in Section 4 whereby the 162(m)
Maximum is  increased  shall be subject to  approval  by a majority of the votes
cast at the next duly held  meeting  of the  Company's  stockholders  at which a
majority of the  outstanding  voting shares are present,  in person or by proxy,
and entitled to vote.  No options  granted  pursuant to such  amendments  may be
exercised prior to such approval, provided that the date of grant of any options
granted  hereunder  shall be  determined  as if the Plan had not been subject to
such approval unless otherwise  specified by the Committee.  Notwithstanding the
foregoing,  if the  amendments  to the  Plan are not  approved  by a vote of the
stockholders  of the Company on or before January 1, 2001,  any options  granted
thereunder shall terminate, but the Plan shall continue in full force and effect
as it existed immediately prior to the adoption of such amendments.


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