EXHIBIT 4.2


ARTICLE IV.  STOCK:

     The stock subject to the Options to be issued hereunder shall be Common
Stock. The maximum number of such shares to be issued upon the exercise of the
Options hereby granted shall be an aggregate of four million five hundred
thousand (4,500,000) shares of Common Stock (the "Available Shares").

     For each Offering Period hereunder, an eligible employee (hereinafter
called "Optionee") shall have an option to purchase up to the largest number
of whole and fractional shares available at the Option Price (as described in
Article V(a) obtained by having deducted from such Optionee's Compensation for
each payroll period during an Offering Period an amount not less than one
percent (1%) or more than ten percent (10%) of such Optionee's Compensation
for the payroll period.  The term "Compensation" as used herein includes
regular base pay (including any shift differentials) at the rate in effect on
the Offering Date, but excludes any bonus, overtime payment, sales commission,
contribution to any Code (S)125 or 401(k) plan or other form of extra
compensation.

     If in any Offering Period the total number of shares of Common Stock for
which Options are exercised exceeds the number of Available Shares remaining
under the Plan, the Administrator shall make a pro rata allocation of the
Available Shares in as nearly a uniform manner as shall be practicable and as
it shall deem to be equitable, and the balance of payroll deductions credited
to the Purchase Account of each Optionee shall be returned to each Optionee
as promptly as possible.

     Except as expressly provided otherwise in Article III hereof, payment for
Common Stock purchased under the Option shall be made only by payroll
deductions over a designated Offering Period.

     Notwithstanding the foregoing provisions of this Plan, no Option shall
permit an Optionee to purchase in any single calendar year a number of shares
which together with all other shares in the corporation and any Subsidiaries
which such Optionee may be entitled to purchase in such year pursuant to
options issued under any employee stock purchase plan, has an aggregate fair
market value (determined in each case as of the date such options are granted)
in excess of $25,000.  This limitation applies only to options granted under
"employee stock purchase plans" as defined by (S)423 of the Code, and does not
limit the amount of stock which an Optionee may purchase under any other stock
option or bonus plans then in effect.


ARTICLE VI.   TERM OF PLAN:

     The term of said Plan shall be for a period commencing on January 1,
1997, and ending on December 31, 2008, unless terminated earlier by the
exhaustion of the Available Shares or pursuant to Article VIII.


ARTICLE VIII.   AMENDMENT AND TERMINATION BY THE COMMITTEE:

     The Committee may, from time to time, alter, amend, suspend or
discontinue the Plan at any time without notice, including the right to
revoke future Offering Periods, provided that no Optionee's existing rights
in the then-current Offering Period are adversely affected thereby; provided
further, upon any such amendment or modification, all Optionees shall continue
to have the same rights and privileges as other Optionees (except as otherwise
provided for in Article IV hereof); and provided further, that no such
amendment of the Plan shall, except as provided in subsection (h) of Article V
hereof: (a) increase above four million five hundred thousand (4,500,000) the
Available Shares which may be offered under the Plan; (b) change the formula
by which the price for which the Common Stock shall be sold is determined; or
(c) increase the maximum number of shares which any Optionee may purchase.
The Board of Directors shall submit any amendments to the shareholders of the
Corporation for approval to the extent necessary to maintain compliance with
the requirements of Rule 16b-3 of the Exchange Act.