Exhibit 10.1

         CORCOM 1997 KEY EMPLOYEES' INCENTIVE STOCK OPTION PLAN


1.	Purpose.

The purpose of this stock option plan ("the Plan") is to assist CORCOM, INC.
("Corcom") in retaining and developing strong management by providing a means
whereby officers and other key management employees of Corcom and of its
subsidiaries will be given an opportunity to purchase the stock of Corcom.
The word "subsidiary," as used herein, means any corporation in which Corcom
owns, directly or indirectly, stock possessing 50 percent or more of the total
combined voting power of all classes of stock.

2.	Administration.

This Plan shall be administered by the Executive Compensation Committee of the
Board of Directors of Corcom (the "Committee"), which shall be composed of
such members (not less than two) as shall be appointed from time to time by
the Board.  No member of the Committee shall be appointed who does not qualify
as a non-employee director, as defined by SEC Rule 16b-3.  Subject to the
provisions of this Plan, the Committee shall have the exclusive power to:

(a)	Determine from time to time which of the eligible persons shall be
granted Options under the Plan, and the time or times when, and the number of
shares for which, an Option or Options shall be granted to each;

(b)	Construe and interpret the Plan and Options, granted under it, and 
establish, amend, and revoke rules and regulations for its administration.
The Committee, in the exercise of this power, may correct any defect, supply
any omission, or reconcile any inconsistency in the Plan, or in any option
agreement, in a manner and to the extent it shall deem necessary or expedient
to make the Plan fully effective;

(c)	 Prescribe the terms and provisions of each Option granted (which 
need not be identical); and

(d)	Determine all questions of policy and expediency that may arise in 
the administration of the Plan, and generally, exercise such powers and
perform such acts as are deemed necessary or expedient to promote the best
interests of Corcom.

Decisions and determinations by the Committee shall be final and binding upon
all parties, including Corcom, its shareholders, participants and other
employees.

3.	Shares Subject to the Plan.

Subject to the provisions of paragraph 10 (relating to the adjustment upon
changes in stock), the stock that may be sold pursuant to Options granted
under the Plan shall not exceed in the aggregate 170,000 shares of Corcom's
authorized, no par value Common Stock, and may be unissued shares, reacquired
shares or shares bought on the market for the purposes of the Plan.  If any
Options granted under the Plan shall for any reason terminate or expire or be
surrendered without having been exercised in full, the stock not purchased
under such Options shall be available again for the purposes of the Plan.

4.	Eligibility.

Options may be granted only to salaried officers and other salaried key
management employees of Corcom or of its subsidiaries (whether or not
directors of Corcom or any subsidiary).  A director of Corcom shall not be
eligible for the benefits of the Plan unless he also is a salaried officer or
other salaried key management employee of Corcom or of a subsidiary.  A person
otherwise eligible nevertheless shall not be eligible for an Option under the
Plan at any time when he owns stock possessing more than ten percent of the
total combined voting power or value of all classes of stock of Corcom or of
a subsidiary of Corcom, unless, anything herein to the contrary
notwithstanding, the purchase price under an Option granted to such person
shall not be less than 110% of the fair market value of the stock subject to
such an Option on the date the Option is granted, and the Option by its terms
is not exercisable after five years from the date granted.
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A person otherwise eligible shall not be granted an incentive stock option
under this Plan or any other such plans of Corcom or its subsidiaries, during
any one calendar year if the aggregate fair market value (determined at the
time the option is granted) of the stock with respect to which incentive stock
options are exercisable for the first time by any person during any calendar
year (under all plans of Corcom and its parent and subsidiary corporations)
shall exceed $100,000.

5.	Terms of Option Agreements.

Each option agreement shall be in such form and shall contain such provisions
as the Committee from time to time shall deem appropriate.  Option agreements
need not be identical, but each option agreement by appropriate language shall
include the substance of all of the following provisions:

(a)      The purchase price under each Option shall not be less than 100% of
the fair market value of the stock subject to the Option on the date the
Option is granted.

(b)	The purchase price shall be payable in full in cash upon exercise 
of the Option; provided, however, that in lieu of cash an option holder may 
make payment in whole or in part by tendering to Corcom shares of Common stock
of Corcom held for at least six months and valued at fair market value.

(c)	The maximum term of any Option shall be ten years from the date it 
was granted.

(d)	No Option shall be exercisable within the first six months 
following its grant; provided, however, that this limitation shall not apply
in the event of the death of the option holder; provided, further, that in no
event shall any Option be exercisable prior to the approval of this Plan by
the holders of a majority of the shares of Corcom's Common Stock at its next
annual shareholders' meeting.

(e)	An Option shall not be transferable except by will or by the laws 
of descent and distribution, and during the lifetime of the person to whom the
Option is granted he alone may exercise it.

(f)	An Option shall terminate and may not be exercised if the person 
to whom it is granted ceases to be employed by Corcom, or by a subsidiary of 
Corcom, except that, subject to the limitation hereafter stated in this 
subparagraph (e), (i) if his employment is terminated by any reason other than
his death or conduct which in the judgment of the Committee involves
dishonesty or action by him which is detrimental to the best interest of
Corcom, he may at any time within three months after termination of his
employment exercise his Option but only to the extent that it was exercisable
by him on the date of termination of his employment; and (ii) if he dies while
in the employ of Corcom or of a subsidiary, or within three months after
termination of his employment, his Option may be exercised at any time within
18 months following his death by the person or persons to whom his rights
under the Option shall pass by will or by the laws of descent or distribution,
but only to the extent that such Option was exercisable by him on the date of
termination of his employment.  The limitation mentioned above is that an
Option may not be exercised to any extent by anyone after the expiration of
its term.

(g)	Neither a person to whom an Option is granted, nor his legal 
representative, heir, legates, or distributee, shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any
shares subject to such Option unless and until he has received a certificate
or certificates therefor.

(h)	The minimum number of shares with respect to which an Option may 
be exercised in part at any time is 100.
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6.	Restrictions on Shares.

As a condition to exercise of any Option, the option holder shall represent,
warrant and agree with Corcom as follows:

(a)	He is purchasing the shares with respect to which such Option is 
being exercised for his own account for investment and not with any present 
intention to resell or distribute the same.

(b)	He has been advised that the issuance of said shares to him has 
not been registered under the Securities Act of 1933, as amended (the "Act"), 
and that said shares must be held by him indefinitely unless (i) distribution
of said shares has been registered under the Act, (ii) a sale of said shares
is made in conformity with the provisions of SEC Rule 144 or (iii) in the
opinion of counsel acceptable to Corcom some other exemption from registration
is available.

(c)	He will not make any sale, transfer or other disposition of said 
shares except in compliance with the Act and the Rules and Regulations 
thereunder.  He is familiar with all of the provisions of Rule 144, including 
(without limitation) the holding period thereunder.

(d)	He understands that Corcom is under no obligation to him to 
register the sale, transfer or other disposition of said shares by him or on 
his behalf or to take any other action necessary in order to make compliance 
with an exemption from registration available.  In particular (but without 
limitation), Corcom is under no obligation to him to make available adequate 
current public information to enable him to utilize Rule 144.

(e)	He understands that stop transfer instructions will be given 
Corcom's transfer agent with respect to said shares and that there will be 
placed on the certificates for said shares a legend stating in substance:

"The shares represented by this certificate have not been 
registered under the Securities Act of 1933 and may not be sold, 
pledged or otherwise transferred except pursuant to an effective 
registration statement under said Act, SEC Rule 144 or an opinion 
of counsel acceptable to Corcom that some other exemption from 
registration is available."

If Corcom should elect in the future to register under the Act shares issuable
under this Plan, the Committee may modify or eliminate each of the foregoing
representations and warranties as the Committee may deem appropriate.

If at any time Corcom shall be advised by counsel that certain requirements
under the federal or state securities laws must be met before shares may be
issued under the Plan, Corcom shall notify option holders thereof and Corcom
shall have no liability for failure to issue shares upon any exercise of
Options because of a delay pending the meeting of any such requirements.

7.	Use of Proceeds from Stock.

Proceeds from the sale of stock pursuant to Options granted under the Plan
shall constitute general funds of Corcom.

8.	No Implied Covenants.

No employee or other person shall have any claim or right to be granted an
Option under this Plan.  Neither this Plan nor any action taken hereunder
shall be construed as giving any employee any right to be retained in the
employ of Corcom or any subsidiary.

9.	Withholding.

Corcom or the subsidiary which employs a participant under this Plan, as the
case may be, may take such action as it deems necessary or appropriate for
the withholding of any taxes which Corcom or such subsidiary is required by
any law or regulation of any governmental authority, whether federal, state
or local, domestic or foreign, to withhold in connection with the grant or
exercise of Options.  Such action may include, but shall not be limited to,
the withholding of all or any portion of the shares of stock subject to such
Option until the participant reimburses Corcom or its subsidiary for the
amount which Corcom or such subsidiary is required to withhold with respect
to such taxes.
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10.	Adjustment Upon Changes in Stock.

If any change is made in the stock subject to the Plan, or subject to any
Option granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, split-up, combination of shares, exchange of
shares, change in corporate structure, or otherwise) appropriate adjustments
shall be made by the Board of Directors as to the kind and maximum number of
shares subject to the Plan, and the kind and number of shares and price per
share of stock subject to outstanding Options.

11.	Amendment of the Plan.

The Board of Directors at any time, and from time to time, may amend the Plan,
subject to the limitation, however, that, except as provided in paragraph 10
(relating to adjustments upon changes in stock), no amendment shall be made,
except upon approval by vote of a majority of the outstanding shares of
Corcom, which will:

(a)	Increase the number of shares reserved for Options under the Plan; 
or

(b)	Reduce the Option price below 100% of fair market value at the 
time an Option is granted.

12.	Termination or Suspension of the Plan.

The Board of Directors at any time may suspend or terminate the Plan.  Unless
previously terminated by the Board, this Plan shall terminate on March 1,
2007.

Rights and obligations under any Option granted while the Plan is in effect
shall not be altered or impaired by, suspension or termination of the Plan,
except by consent of the person to whom the Option was granted.

13.	Effective Date.

Subject to approval by the holders of a majority of the shares of Corcom
prior to May 31, 1997, this Plan shall become effective as of March 6, 1997.
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