Exhibit 10.27

                                    RESTATED
                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                             1994 STOCK OPTION PLAN
                       (As Amended Through March 20, 1997)



1.   Purpose of the Plan

     This Stock  Option Plan (the  "Plan") is intended  as an  incentive  to key
employees of Digital Descriptor Systems, Inc. (the "Company").  Its purposes are
to retain employees with a high degree of training,  experience and ability,  to
attract new employees  whose  services are  considered  unusually  valuable,  to
encourage  the sense of  proprietorship  of such  persons and to  stimulate  the
active interest of such persons in the development and financial  success of the
Company.

2.   Administration of the Plan

     (a) Stock  Option  Committee.  The Board of  Directors  shall  appoint  and
maintain a Stock Option  Committee (the  "Committee")  which shall consist of at
least two (2) members of the Board of  Directors,  none of whom is an officer or
employee  of the  Company,  who shall serve at the  pleasure  of the Board.  The
Committee may from time to time grant incentive stock options and  non-qualified
stock  options  ("Stock  Options")  under the Plan to the persons  described  in
Section 3 hereof. No member of such Committee shall be eligible to receive Stock
Options  under this Plan during his or her tenure on the  Committee.  Members of
the  Committee  shall be subject to any  additional  restrictions  necessary  to
satisfy the  disinterested  administration of the Plan as required in Rule 16b-3
under the United States Securities Exchange Act of 1934 (the "Act") as it may be
amended from time to time.

     (b) Powers of Committee.  The Committee shall have full power and authority
to interpret the  provisions of the Plan and supervise its  administration.  All
decisions and selections made by the Committee pursuant to the provisions of the
Plan shall be made by a majority of its members. Any decision reduced to writing
and signed by a majority of the members  shall be fully  effective as if adopted
by a majority at a meeting duly held.  The  Committee  shall have full and final
authority to determine (i) the persons to whom Stock Options  hereunder shall be
granted,  (ii) the number of shares to be covered  by each Stock  Option  except
that no  optionee  may be granted  Stock  Options for more than  300,000  Shares
during  the life of the Plan,  and (iii)  whether  such  Stock  Option  shall be
designated an "incentive stock option" or a "non-qualified stock option."

     (c) Limitation of Committee  Member  Liability.  No member of the Committee
shall be liable for anything  done or omitted to be done by him or by her or any
other member of the Committee in


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connection  with the Plan,  except for his or her own willful  misconduct  or as
expressly provided by statute.

     (d) Forfeiture of Options For Detrimental  Activity. If the exercise period
of an outstanding Stock Option is continued following a holder's  termination of
employment due to retirement as provided in Section 5(c)(v), the Committee shall
have the authority in its  discretion to cause such Stock Option to be forfeited
in the event that such holder engages in "detrimental  activity" as described in
Section 5(c)(v).

3.   Grants of Stock Options

     (a)  Eligibility.  The persons  eligible for  participation  in the Plan as
recipients of Stock  Options shall include only  employees of the Company or its
subsidiary  corporations  as defined in Section  424(f) of the Internal  Revenue
Code of 1986, as amended from time to time (the "Code") and hereinafter referred
to  as  "subsidiaries",  who  are  executive,  administrative,  professional  or
technical  personnel  who  have   responsibilities   affecting  the  management,
direction, development and financial success of the Company or its subsidiaries.
An employee may receive more than one grant of Stock Options at the  Committee's
discretion including simultaneous grants of different forms of Stock Options.

     (b) Committee  Determines Terms and Conditions of Options. The Committee in
granting Stock Options  hereunder  shall have  discretion to determine the terms
and  conditions  upon which such Stock Options may be  exercisable,  including a
designation  of Stock Options as "incentive  stock options" under Section 422 of
the Code, and shall so designate at the time of any grant if the Stock Option is
to be an incentive stock option. Each grant of a Stock Option shall be confirmed
by an Agreement consistent with this Plan which shall be executed by the Company
and by the person to whom such Stock Option is granted. The Committee shall have
the right to determine  the period of time,  if any,  during which the recipient
must remain in the  employment  of the Company or a subsidiary as a condition to
the  exercise  of any  Stock  Option.  Any Stock  Option  may  provide  that the
exercisablity  thereof,  or of any installment or portion thereof, is subject to
the  satisfaction  of any  other  terms  and  conditions  as the  Committee  may
determine,  such as,  but not  limited  to,  the  market  price  of the  Shares,
satisfaction of goals for the employee or performance of the Company.

     (c) Employment Includes Employment With Subsidiaries.  For purposes of this
Plan,  employment with the Company shall include  employment with any subsidiary
of the  Company,  and the Stock  Options  granted  under  this Plan shall not be
affected  by  an  employee's  transfer  of  employment  from  the  Company  to a
subsidiary, from a subsidiary to the Company or between subsidiaries.


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     (d) Method of Exercise. Subject to the provisions of this Plan, an optionee
may  exercise  Stock  Options,  in whole or in part,  at any time when the Stock
Option is  exercisable  by written  notice of  exercise to the Company on a form
provided by the Committee  specifying  the number of Shares subject to the Stock
Option to be purchased.  Except where waived by the Committee, such notice shall
be accompanied by payment in full of the purchase price by cash or check or such
other form of payment as the Company may accept.  If approved by the  Committee,
payment  in full or in part may also be made (i) by  delivering  Shares  already
owned by the  optionee  (which  Shares shall have been owned by the optionee for
not less than 6 months if the optionee is subject to Section 16 of Act) having a
total  Fair  Market  Value on the date of such  delivery  equal to the  purchase
price;  (ii) by the  execution  and  delivery  of a note or  other  evidence  of
indebtedness  (and  any  security  agreement  thereunder)  satisfactory  to  the
Committee;  (iii) by  authorizing  the  Company  to retain  Shares  which  would
otherwise  be issuable  upon  exercise of the Stock  Option  having a total Fair
Market Value on the date of delivery  equal to the purchase  price;  (iv) by the
delivery  of cash or the  extension  of  credit by a  broker-dealer  to whom the
optionee has submitted a notice of exercise or otherwise  indicated an intent to
exercise a Stock Option (in accordance with applicable  regulations of the board
of governors of the Federal Reserve System,  and any other requirement of law, a
so-called  "cashless"  exercise);  (v) by certifying  ownership of Shares to the
satisfaction  of the Committee for later delivery to the Company as specified by
the Committee; or (vi) by any combination of the foregoing.

4.   Shares Subject to the Plan

     Subject to  adjustment  as  provided  in Section 8 hereof,  there  shall be
subject to the Plan 300,000 shares of Common Stock,  par value $0.001 per share,
of the Company (the  "Shares").  The Shares subject to the Plan shall consist of
authorized and unissued Shares or previously  issued Shares  reacquired and held
by the  Company  or  any  subsidiary.  Should  any  Stock  Option  expire  or be
terminated  prior to its  exercise in full and prior to the  termination  of the
Plan, the Shares theretofore subject to such Stock Option shall be available for
further grants under the Plan. Until termination of the Plan, the Company and/or
one or more  subsidiaries  shall at all times make available a sufficient number
of Shares to meet the requirements of the Plan.  After  termination of the Plan,
the number of Shares  reserved  for purposes of the Plan from time to time shall
be only such  number of Shares as are  issuable  under  then  outstanding  Stock
Options.

5.   Terms of Stock Options

     (a) Incentive  Stock Options.  Stock Options  granted under this Plan which
are  designated  as incentive  stock  options may be granted with respect to any
numbers of Shares, subject to the


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<PAGE>

limitation that the aggregate "Fair Market Value" of such Shares  (determined in
accordance  with  Section  5(b) of the  Plan at the  time the  Stock  Option  is
granted) with respect to which such Stock Options are  exercisable for the first
time by an employee  during any one  calendar  year (under all such plans of the
Company and any  subsidiary of the Company)  shall not exceed  $100,000.  To the
extent  that the  aggregate  Fair Market  Value of Shares with  respect to which
incentive  stock options  (determined  without  regard to this  subsection)  are
exercisable  for the first time by any employee  during any calendar year (under
all  plans  of  the  employer   corporation   and  its  parent  and   subsidiary
corporations)  exceeds  $100,000,  such Stock  Options shall be treated as Stock
Options which are not incentive stock options.

     (b) Purchase Price For Shares Subject to Stock Options.  The purchase price
of each Share  subject to a Stock Option shall be  determined  by the  Committee
prior to granting a Stock Option. The Committee shall set the purchase price for
each  Share  at  such  price  as the  Committee  in its  sole  discretion  shall
determine. If such Stock Option is an incentive stock option, the purchase price
shall be not less than the fair market value (the "Fair  Market  Value") of each
Share on the date the Stock Option is granted, or where granted to an individual
who owns or who is deemed to own stock possessing more than ten percent (10%) of
the combined voting power of all classes of stock of the Company,  not less than
one  hundred ten percent  (110%) of such Fair Market  Value per Share.  The Fair
Market  Value of a Share on a  particular  date  shall be  deemed to be the mean
between  the highest  and lowest  composite  sales price per share of the Common
Stock in the National  Association  of Securities  Dealers  Automated  Quotation
System  ("NASDAQ"),  as reported for that date,  or, if there shall have been no
such  reported  prices  for  that  date,  the  reported  mean  price on the last
preceding date on which a sale or sales were effected on NASDAQ.

     (c) Installments

          (i) Exercisable in Installments.  Each Stock Option granted  hereunder
     shall be exercisable in one or more installments  (annual or other) on such
     date or dates as the Committee may in its sole  discretion  determine,  and
     the terms of such exercise shall be set forth in the Stock Option Agreement
     covering the grant of the Stock  Option,  provided that no Stock Option may
     be  exercised  after the  expiration  of ten (10)  years from the date such
     Stock Option is granted.

          (ii) Installments are Cumulative.  Except as provided in paragraph (e)
     below,  the right to purchase  Shares  pursuant to a Stock  Option shall be
     cumulative  so that when the right to purchase  any Shares has accrued such
     Shares or any part thereof may be purchased  at any time  thereafter  until
     the expiration or termination of the Stock Option.


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     (d) Amendment of Options. At any time at or after the granting of any Stock
Option,  the  Committee  shall  have the right to amend any  provision  thereof,
including,  without limitation, to change the exercise price and the installment
exercise  dates,  subject,  however,  to any applicable  limitations  concerning
options designated as incentive stock options and to any limitations provided by
the Act,  by Rule 16b-3 and by any other rule  issued  under the Act;  provided,
however,  that no Stock Option shall be amended to increase the exercise  price,
extend the date on which  such Stock  Option or any  installment  thereof  shall
become  exercisable  or shorten the term of the Stock Option without the consent
of the optionee.

          (i) Termination of Employment.

               (A) If the optionee's  employment  with the Company is terminated
          with the consent of the Company and provided  such  employment  is not
          terminated for cause (of which the Committee shall be the sole judge),
          the  Committee  may permit such Stock  Option to be  exercised by such
          optionee at any time during the period of three (3) months  after such
          termination,  provided that such Stock Option may be exercised  before
          expiration  and within such  three-month  period only to the extent it
          was exercisable on the date of such termination.

               (B) In the  event an  optionee  dies  while in the  employ of the
          Company  or dies  after  termination  of  employment  but prior to the
          exercise in full of any Stock Option which was exercisable on the date
          of  such  termination,  such  Stock  Option  may be  exercised  before
          expiration by the optionee's personal representative during the period
          of  twelve  (12)  months  after  the  date  of  death  to  the  extent
          exercisable by the optionee at the date of death.

               (C) If the optionee's  employment  with the Company is terminated
          without the consent of the Company for any reason other than the death
          of the optionee,  or if the optionee's  employment with the Company is
          terminated  for cause,  his rights  under any then  outstanding  Stock
          Option shall  terminate  immediately.  The Committee shall be the sole
          judge of whether the optionee's  employment is terminated  without the
          consent of the Company or for cause.

          (ii) Termination at Retirement.

               (A) If the optionee's  employment  with the Company is terminated
          due to  retirement  in the  Committee's  sole  discretion,  such Stock
          Option shall be  exercisable  by such  optionee at any time during the
          period of sixty (60)


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<PAGE>

          months after such  termination  or the remainder of the option period,
          whichever is less,  provided that such Stock Option may be exercisable
          after such  termination and before  expiration only to the extent that
          it is exercisable on the date of such termination.

               (B) In the event an optionee dies during such  extended  exercise
          period,  such Stock Option may be exercised by the optionee's personal
          representative  during the period of twelve (12) months after the date
          of death to the  extent  exercisable  by the  optionee  at the date of
          death and to the extent the Stock  Option does not expire  within such
          twelve (12) months.

               (C)  Notwithstanding   the  foregoing,   if  at  any  time  after
          termination  due to retirement  the optionee  engages in  "detrimental
          activity" (as  hereinafter  defined),  the Committee in its discretion
          may cause the  optionee's  right to exercise  such Stock  Option to be
          forfeited.  Such  forfeiture  may occur at any time  subsequent to the
          date that is three (3)  months  after the  optionee's  termination  of
          employment  and prior to the  exercise  of such  Stock  Option.  If an
          allegation  of  detrimental  activity  by an  optionee  is made to the
          Committee,  the exercisability of the optionee's Stock Options will be
          suspended  for up to two  months to permit the  investigation  of such
          allegation.  For  purposes  of  this  Section  5(c)(v),   "detrimental
          activity"  means  activity  that is determined by the Committee in its
          sole and absolute discretion to be detrimental to the interests of the
          Company  or any of its  subsidiaries,  including  but not  limited  to
          situations  where such  optionee:  (1) divulges  trade  secrets of the
          company,  proprietary data or other confidential  information relating
          to the Company or to the business of the Company and any subsidiaries,
          (2) enters  into  employment  with a  competitor  under  circumstances
          suggesting  that  such  optionee  will  be  using  unique  or  special
          knowledge  gained as a Company  employee to compete  with the Company,
          (3) is convicted by a court of competent jurisdiction of any felony or
          a crime  involving  moral  turpitude,  (4) uses  information  obtained
          during  the course of his or her prior  employment  for his or her own
          purposes,  such as for the solicitation of business, (5) is determined
          to  have  engaged   (whether  or  not  prior  to  termination  due  to
          retirement) in either gross misconduct or criminal activity harmful to
          the  Company,  or  (6)  takes  any  action  that  harms  the  business
          interests,   reputation,   or  goodwill  of  the  Company  and/or  its
          subsidiaries.

          (iii) Ten Year Term Limitation on Options.  Notwithstanding  the other
     provisions of this paragraph (d), in


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     no event may a Stock Option be exercised  after the  expiration of ten (10)
     years from the date such Stock Option is granted.

     (e) Restrictions on Transfer of Shares. At the time of the grant of a Stock
Option, the Committee may determine that the Shares covered by such Stock Option
shall be restricted as to transferability.  If so restricted,  such Shares shall
not be sold, transferred or disposed of in any manner, and such Shares shall not
be pledged or otherwise hypothecated until the restriction expires by its terms.
The  circumstances  under  which  any such  restriction  shall  expire  shall be
determined by the Committee and shall be set forth in the Stock Option Agreement
covering the grant of the Stock Option to purchase such Shares.

6.   Assignability of Stock Options

     Stock  Options  granted under the Plan shall not be assignable or otherwise
transferable  by the  recipient  except  by will  or the  laws  of  descent  and
distribution,  subject to the provisions of Sections 5(c)(iv)(B) and 5(c)(v)(B).
Otherwise, Stock Options granted under this Plan shall be exercisable during the
lifetime  of the  recipient  (except as  otherwise  provided  in the Plan or the
applicable  Agreement for Stock Options other than incentive stock options) only
by the recipient for his or her individual account,  and no purported assignment
or transfer of such Stock Options thereunder,  whether voluntary or involuntary,
by  operation  of law or  otherwise,  shall vest in the  purported  assignee  or
transferee  any interest or right therein  whatsoever but  immediately  upon any
such  purported  assignment or transfer,  or any attempt to make the same,  such
Stock Options thereunder shall terminate and become of no further effect.

7.   Taxes

     The Committee may make such provisions and rules as it may deem appropriate
for the  withholding of taxes in connection with any Stock Options granted under
the Plan. An optionee, in the discretion of the Committee,  may elect to satisfy
all or any  portion of the United  States tax  required  to be  withheld  by the
Company in connection with the exercise of such Stock Option by electing to have
the Company  withhold a number of Shares  having a Fair Market Value on the date
of  exercise  equal to or less  than the  amount  required  to be  withheld.  An
optionee's election pursuant to the preceding sentence must be made on or before
the date of exercise and must be irrevocable.

8.   Reorganizations and Recapitalization of the Company

     (a) Plan Does Not Limit  Company  Actions.  The  existence of this Plan and
Stock Options  granted  hereunder shall not affect in any way the right or power
of the Company or its  stockholders to make or authorize any or all adjustments,
recapitalization,


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<PAGE>

reorganizations  or other  changes in the  Company's  capital  structure  or its
business,  or any merger or consolidated of the Company,  or any issue of bonds,
debentures,  preferred or prior  preference  stocks  ahead of or  affecting  the
Shares or the rights thereof,  or the dissolution or liquidation of the Company,
or any sale or  transfer  of all or any part of its assets or  business,  or any
other corporate act or proceeding, whether of a similar character or otherwise.

     (b) No Adjustment  for Future  Issuances of Shares.  Except as  hereinafter
provided,  the  issue  by the  Company  of  shares  of stock  of any  class,  or
securities  convertible into shares of stock of any class, for cash or property,
or for labor or services,  either upon direct sale or upon exercise of rights or
warrants to subscribe  therefor,  or upon conversion of shares or obligations of
the Company convertible into such shares or other securities,  shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number of
Shares subject to Stock Options granted hereunder.

     (c) Antidilution For Certain Capital  Adjustments.  The Shares with respect
to which Stock  Options may be granted  hereunder are shares of the Common Stock
of the Company as  presently  constituted,  but if, and  whenever,  prior to the
delivery by the Company or a  subsidiary  of all of the Shares which are subject
to the Stock  Options or rights  granted  hereunder,  the Company shall effect a
subdivision  or  consolidation  of shares or other  capital  readjustments,  the
payment of a stock  dividend  or other  increase or  reduction  of the number of
shares of the Common Stock outstanding without receiving  compensation  therefor
in money,  services or property,  the number of Shares subject to the Plan shall
be proportionately adjusted and the number of Shares with respect to which Stock
Options granted hereunder may thereafter be exercised shall:

          (i) in the event of an increase in the number of  outstanding  Shares,
     be proportionately  increased,  and the cash consideration (if any) payable
     per Share shall be proportionately reduced; and

          (ii) in the event of a reduction in the number of outstanding  Shares,
     be proportionately reduced, and the cash consideration (if any) payable per
     Share shall be proportionately increased.

     (d) Mergers  and  Consolidations.  If the  Company  merges with one or more
corporations,  or  consolidates  with one or more  corporations  and the Company
shall be the  surviving  corporation,  thereafter,  upon any  exercise  of Stock
Options  granted  hereunder,  the recipient  shall, at no additional cost (other
than the option price,  if any) be entitled to receive  (subject to any required
action by stockholders) in lieu of the number of Shares as to which


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such Stock Options shall then be  exercisable  the number and class of shares of
stock or other  securities  to which the  recipient  would  have  been  entitled
pursuant  to  the  terms  of  the  agreement  of  merger  or  consolidation,  if
immediately  prior to such merger or  consolidation  the  recipient had been the
holder of record of the number of shares of Common Stock of the Company equal to
the number of Shares as to which such Stock Options shall be  exercisable.  Upon
any  reorganization,  merger  or  consolidation  where  the  Company  is not the
surviving  corporation or upon  liquidation  or dissolution of the Company,  all
outstanding  Stock Options shall,  unless provisions are made in connection with
such  reorganization,  merger or consolidation  for the assumption of such Stock
Options,  be  canceled  by the  Company  as of the  effective  date of any  such
reorganization, merger or consolidation, or of any dissolution or liquidation of
the  Company,  by giving  notice to each holder  thereof or his or her  personal
representative  of its intention to do so and by permitting the exercise  during
the  thirty-day  period next  preceding such effective date of all Stock Options
which are outstanding as of such date, whether or not otherwise exercisable.

9.   Plan Term

     The Plan  shall be  effective  July 13,  1994.  No Stock  Options  shall be
granted pursuant to this Plan after June 30, 2004.

10.  Stock Appreciation Rights

     (a) General. The Committee shall have authority to grant Stock Appreciation
Rights  under  the  Plan at any  time  or from  time  to  time.  Subject  to the
employee's  satisfaction in full of any conditions,  restrictions or limitations
imposed in accordance with the Plan or an Agreement,  a Stock Appreciation Right
shall  entitle the employee to  surrender to the Company the Stock  Appreciation
Right and to be paid therefor in Shares, cash or a combination thereof as herein
provided, the amount described in Section 10(c)(ii) below.

     (b) Grant. Stock Appreciation Rights may be granted in conjunction with all
or part of any Stock  Option  granted  under the Plan and the exercise of such a
Stock  Appreciation  Right shall  require the  cancellation  of a  corresponding
portion of the Stock  Option (and the exercise of a Stock Option shall result in
a corresponding  cancellation of the Stock Appreciation Right). In the case of a
Stock Option other than an incentive  stock  option,  such rights may be granted
either at or after  the time of grant of such  Stock  Option.  In the case of an
incentive stock option,  such rights may be granted only at the time of grant of
such Stock  Option.  A Stock  Appreciation  Right may also be granted on a stand
alone basis. The grant of a Stock  Appreciation Right shall occur as of the date
the Committee  determines.  Each Stock Appreciation Right granted under the Plan
shall be evidenced by an Agreement,  which shall embody the terms and conditions
of such Stock Appreciation


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<PAGE>

Right and which  shall be subject to the terms and  conditions  set forth in the
Plan.

     (c) Terms and  Conditions.  Stock  Appreciation  Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

          (i) Period and Exercise.  The term of a Stock Appreciation Right shall
     be  established by the  Committee.  If granted in conjunction  with a Stock
     Option, the Stock Appreciation Right shall have a term which is the same as
     the period for the Stock Option and shall be exercisable  only at such time
     or times and to the extent the related Stock Options would be  exercisable.
     A Stock Appreciation Right which is granted on a stand alone basis shall be
     for such  period and shall be  exercisable  at such times and to the extent
     provided in an Agreement.  Stock Appreciation  Rights shall be exercised by
     the employee's  giving written notice of exercise on a form provided by the
     Committee (if available) to the Company specifying the portion of the Stock
     Appreciation Right to be exercised.

          (ii)  Amount.  Upon the  exercise of a Stock  Appreciation  Right,  an
     employee shall be entitled to receive an amount in cash,  Shares or both as
     determined by the Committee or as otherwise permitted in an Agreement equal
     in value to the  excess of the Fair  Market  Value per Share over the price
     per Share of Common Stock specified in the related Agreement  multiplied by
     the number of Shares in respect  of which the Stock  Appreciation  Right is
     exercised.  In  the  case  of  a  Stock  Appreciation  Right  granted  on a
     stand-alone basis, the Agreement shall specify the value to be used in lieu
     of the price per Share.  The aggregate Fair Market Value per Share shall be
     determined as of the date of exercise of such Stock Appreciation Right.

          (iii) Special Rules. In the case of Stock Appreciation Rights relating
     to Stock Options held by employees who are actually or potentially  subject
     to Section 16(b) of the Act:

               (A) The Committee may require that such Stock Appreciation Rights
          be exercised only in accordance  with the applicable  "window  period"
          provisions of Rule 16b-3;

               (B) The  Committee  may  provide  that the amount to be paid upon
          exercise of such Stock Appreciation  Rights (other than those relating
          to incentive  stock options) during a Rule 16b-3 "window period" shall
          be  based  on the  highest  mean  sales  price  of the  Shares  on the
          principal  exchange  on which the Shares are  traded,  NASDAQ or other
          relevant market for  determining  value on any day during such "window
          period"; and


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<PAGE>

               (C) no Stock  Appreciation  Right shall be exercisable during the
          first six months of its term,  except that this  limitation  shall not
          apply in the event of death of the employee prior to the expiration of
          the six-month period.

          (iv)   Non-transferability   of  Stock  Appreciation   Rights.   Stock
     Appreciation  Rights shall be transferable only when and to the extent that
     a Stock  Option  would be  transferable  under  the Plan  unless  otherwise
     provided in an Agreement.

          (v) Termination.  A Stock  Appreciation  Right shall terminate at such
     time as a Stock Option would  terminate  under the Plan,  unless  otherwise
     provided in an Agreement.

          (vi) Effect on Shares Under the Plan.  To the extent  required by Rule
     16b-3, upon the exercise of a Stock Appreciation Right, the Stock Option or
     part  thereof to which such Stock  Appreciation  Right is related  shall be
     deemed to have been  exercised for the purpose of the  limitation set forth
     in Section 4 on the number of Shares to be issued under the Plan,  but only
     to the  extent of the number of Shares  covered  by the Stock  Appreciation
     Right at the time of exercise based on the value of the Stock  Appreciation
     Right at such time.

          (vii) Incentive Stock Option.  A Stock  Appreciation  Right granted in
     tandem with an incentive  stock option shall not be exercisable  unless the
     Fair  Market  Value of the  Shares  on the  date of  exercise  exceeds  the
     exercise  price.  In no event shall any amount  paid  pursuant to the Stock
     Appreciation  Right exceed the difference  between the Fair Market Value on
     the date of exercise and the exercise price.

11.  Amendment or Termination

     The Board of Directors may amend, alter or discontinue the Plan at any time
insofar as  permitted  by law,  but no  amendment  or  alteration  shall be made
without the approval of the stockholders:

     (a) if and to the extent  such  amendment  is  required  to be  approved by
stockholders  to  continue  the  exemption  provided  for in Rule  16b-3 (or any
successor provision) under the Act; or

     (b) if and to the extent such amendment requires stockholder approval under
Section 422 of the Code (or any successor provision).


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<PAGE>

12.  Government Regulations

     Notwithstanding  any of the  provisions  hereof,  or of  any  Stock  Option
granted  hereunder,  the obligation of the Company or any subsidiary to sell and
deliver  Shares  under such  Stock  Option or to make cash  payments  in respect
thereto shall be subject to all applicable  laws,  rules and  regulations and to
such approvals by any governmental  agencies or national securities exchanges as
may be  required,  and the  recipient  shall agrees that he will not exercise or
convert  any  Stock  Option  granted  hereunder,  and  that the  Company  or any
subsidiary  will not be  obligated  to issue  any  Shares or make  Amendment  or
Termination any payments under any such Stock Option if the exercise  thereof or
if the  issuance  of such  Shares or if the  payment  made  shall  constitute  a
violation by the recipient or the Company or any  subsidiary of any provision of
any applicable law or regulation of any governmental authority.


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