C O L O N I A L    D A T A    T E C H N O L O G I E S    C O R P.

Incentive Stock Option Agreement


     Incentive Stock Option Agreement (the "Agreement") made as
of this ____ day of ____________, 1995 between COLONIAL DATA
TECHNOLOGIES CORP., a Delaware corporation, (hereinafter called
the "Corporation") and __________________ (hereinafter called the
"Employee").

     In consideration of the premises, the mutual covenants
hereinafter set forth, and other good and valuable consideration,
the Corporation and the Employee agree as follows:

     1.   Award of Option.  The Corporation hereby awards to the
Employee, as a matter of separate inducement and agreement, and
not in lieu of salary or any other compensation for services, the
option (the "Option") to purchase an aggregate of _____ shares of
the Corporation's Common Stock pursuant to the incentive stock
option provisions contained in Section 7 of the Colonial Data
Technologies Corp. 1994 Long-Term Incentive Plan (the "Plan"), on
terms and conditions hereinafter set forth, at the purchase price
of $______ per share (such shares, number of shares and purchase
price being subject to adjustment as provided the Plan).  The
date of grant of this Option is _____________, 1995.  Capitalized
terms used herein and not otherwise defined herein shall have the
meanings set forth in the Plan.

     2.   Terms of the Plan.  The Plan, a copy of which is
attached hereto, is incorporated herein by reference and is made
part of this Agreement as if fully set forth herein.  This
Agreement is subject to, and the Corporation and the Employee
agree to be bound by, all of the terms and conditions of the Plan
as the same exists at the time this Agreement was entered.  The
Plan shall control in the event there is any express conflict
between the Plan and the terms hereof, and on such matters that
are not expressly covered in the Agreement.  Subsequent
amendments of the Plan shall not adversely affect the Employee's
rights under this Agreement.

     3.   Exercise of Option.  The Option granted pursuant to
this Agreement shall become exercisable in installments in
accordance with the following schedule, in which time periods are
calculated from the date of grant of the Option covered by this
Agreement:

     (a)  First one-third of the aggregate number of shares
underlying the Option on or after one year provided the Employee
is then employed by the Corporation and/or one of its
subsidiaries;

     (b)  Second one-third of the aggregate number of shares
underlying the Option on or after two years provided the Employee
is then employed by the Corporation and/or one of its
subsidiaries; and

     (c)  Third one-third of the aggregate number of shares
underlying the Option on or after three years provided the
Employee is then employed by the Corporation and/or one of its
subsidiaries.

     Each exercise must encompass at least one installment or 100
shares, whichever is less.  In the event the Employee's exercise
includes a fractional share, the Corporation will not be required
to issue a fractional share but will pay the Employee in cash the
value of such fraction.  All unexercised rights shall lapse and
forever terminate after the expiration of ten years from the date
the Option was granted, provided that if the Employee is a Ten
Percent Shareholder, all unexercised rights shall lapse and
forever terminate after the expiration of five years from the
date the Option was granted.

     4.   Termination of Employment.

     (a)  If the Employee's employment is terminated for any
reason other than death or Retirement, the term of any then
outstanding Option under this Agreement and Employee's rights, if
any, to exercise that portion of the Options which was
exercisable as of the last date of employment, shall terminate
thirty (30) days after the date of such termination of
employment.

     (b)  If the Employee's employment is terminated because of
Retirement, the term of any then outstanding Option under this
Agreement and Employee's rights, if any, to exercise that portion
of the Option which was exercisable as of the last date of
employment, shall terminate three months after the date of such
termination of employment.

     (c)  If the Grantee's employment is terminated because of
death, the term of any then outstanding Option under this
Agreement and Employee's rights, if any, to exercise that portion
of the Option which was exercisable as of the last date of
employment, shall terminate one year after the date of such
termination of employment.

     (d)  In no event may the period for exercising the Option
extend beyond the date on which the Option would otherwise
expire.

     5.   Manner of Exercise.  Full payment for the shares
purchased shall be made at the time of any exercise of the Option
pursuant to this Agreement.  The purchase price shall be payable
to the Corporation in United States dollars in cash or by check,
bank draft, or postal or express money order.  Subject to the
terms and conditions hereof, the Option shall be exercisable by
notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto.  In the event
that the Option is being exercised by any person or persons other
than the Employee, the notice shall be accompanied by proof,
satisfactory to the Corporation, of the right of such person or
persons to exercise any right under this Agreement.

     6.   Rights of Employee.  The grant of the Option shall give
the Employee neither any right to similar grants in future years
nor any right to be retained as an employee of the Corporation. 
The right and power of the Corporation to dismiss or discharge
the Employee is specifically unqualifiedly unimpaired by this
Agreement.  Neither the Employee nor any other person legally
entitled to exercise any rights under this Agreement shall be
entitled to any of the rights or privileges of a stockholder of
the Corporation with respect to any shares which may be issuable
upon any exercise pursuant to this Agreement, unless and until a
certificate or certificates representing such shares shall have
been actually issued and delivered to the Employee or such
person.

     7.   Non-Transferability of Option.  Except as otherwise
provided herein, the Option and the rights and privileges
conferred hereby may not be sold, transferred, assigned,
exchanged, encumbered, pledged or otherwise hypothecated or
disposed of in any way, other than by will or the laws of descent
and distribution, and the Option shall be exercisable during the
Employee's lifetime only by the Employee.

     8.   Termination of Option upon Certain Events.  In the
event the Corporation merges with or consolidates into another
corporation, or sells or transfers all or substantially all of
its assets, or distributes all or substantially all of its assets
to its stockholders in liquidation, or dissolves and terminates
its corporate existence (other than a merger in which the
Corporation is the surviving corporation and under the terms of
which the shares of Common Stock outstanding immediately prior
the merger remain outstanding and unchanged), all rights of the
Employee to exercise any then outstanding Option under this
Agreement, and such Option, shall wholly and completely terminate
at the time of any such merger, consolidation, sale or transfer
of assets, liquidation or dissolution, except to the extent that
any agreement or undertaking of any party to any such merger,
consolidation , or sale or transfer of assets, or any plan
pursuant to which such liquidation or dissolution is effected,
shall make specific provision with respect to such Option and the
rights of the Employee entitled to exercise such Option. 
Notwithstanding the foregoing, the Committee may determine that
the Employee shall have the right, immediately prior to such
merger, consolidation, sale or transfer of assets, liquidation or
dissolution, to exercise the Option with respect to any or all of
the shares remaining subject to the Option, whether or not such
shares are then purchasable by him.  To the extent that any such
exercise relates to the shares which are not otherwise
purchasable by the Employee at such time such exercise shall be
contingent upon the consummation of such merger, consolidation,
sale or transfer of assets, liquidation or dissolution.  The
Committee shall notify the Employee of the provisions of any such
merger, consolidation, sale or transfer of assets, liquidation or
dissolution, not less that twenty (20) days prior to the
effective date thereof.

     9.   Notices.  Each notice to the Corporation relating to
this Agreement shall be in writing and delivered in person or by
registered mail to the Corporation at its office, 80 Pickett
District Road, New Milford, Connecticut 06776, to the attention
of the Chief Financial Officer.  All notices to the Employee or
other person or persons then entitled to exercise any right
pursuant to this Agreement shall be delivered to the Employee or
such other person or persons at the Employee's address specified
below or at such other address as the Employee or such other
person may specify in writing to the Corporation by a notice
delivered in accordance with this paragraph.

     10.  Restriction of Shares:  The Corporation's obligation to
issue or deliver any certificate or certificates for shares of
Common Stock under this Agreement, and the transferability of
shares acquired by the exercise of the Option, shall be subject
to all of the following conditions:

     (a)  any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Corporation shall, in its absolute discretion upon the advice
of counsel, deem necessary or advisable provided that, the
Corporation shall have no obligation to register any securities
of the Corporation issued to or held by the Employee;

     (b)  the obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice of
counsel, determine to be necessary or advisable;

     (c)  each stock certificate issued pursuant to this
Agreement shall bear any legend deemed to be required by the
Corporation under federal and state securities laws including the
following legend unless the Corporation determines that such
legend is not required:

     "The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended (the
"Act") or under state securities laws.  The securities may not be
sold, transferred, pledged or hypothecated unless such securities
are registered under the Act or pursuant to an opinion of counsel
acceptable to Colonial Data Technologies Corp. that such
registration is not required."

     11.  Miscellaneous.  This Agreement comprises the whole
agreement between the parties hereto.  It may not be modified or
terminated orally.  This Agreement shall be governed by the laws
of the State of Delaware.

     This Agreement shall inure to the benefit of, and be binding
upon, each successor of the Corporation and, to the extent
specifically provided herein and in the Plan, shall inure to the
benefit of and be binding upon the Employee's heirs, legal
representatives, and successors.

     IN WITNESS WHEREOF, this Agreement is executed by the
Employee and by the Corporation through its duly authorized
officer or officers as of the day and year first above written.



COLONIAL DATA TECHNOLOGIES CORP.



By:___________________________________________
         Robert J. Schock
         President


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