EXHIBIT 4.7
                         AMENDMENT TO STOCK OPTION PLAN

         The Company's 1995 Stock Option Plan (The "Stock Option Plan" or the
"Plan") permits the Company to grant awards of options to purchase Common Stock
to eligible persons. An aggregate of 550,000 shares of Common Stock may be
issued upon the exercise of stock options granted under the Stock Option Plan.

         On January 23, 1998, the Company's Board of Directors approved
amendments to the Stock Option Plan (the "Plan Amendments"), subject to the
approval of the company's shareholders, to (i) to increase by 750,000 to
1,300,000 the maximum number of shares of Common stock that may be issued
pursuant to awards granted under the Stock Option Plan and (ii) provide for the
granting of awards of shares of Common stock, which may be subject to such
restrictions as the committee administering the Stock Option Plan may determine.
The Company's shareholders are being requested to consider and approve the Plan
Amendments.

         PURPOSE. The Company's Board of Directors believes that awards under
the Stock Option Plan serve to attract, retain and motivate key employees and
enhance the incentive of employees to perform at the highest level. The Stock
Option Plan enables the Company to offer long term performance-based
compensation in the form of stock options, thereby aligning employees' interests
more closely with those of the Company's shareholders. The availability of
awards under the Plan also serves to encourage qualified persons to seek and
accept employment with the Company.

         SHARES AVAILABLE FOR ISSUANCE. The Stock Option Plan currently provides
for up to 550,000 shares of Common stock to be available pursuant to options
granted under the Stock Option Plan. As of December 31, 1997, the Company had
issued 82,175 shares of Common Stock upon the exercise of options granted under
the Stock Option Plan and options to purchase an addition 352,065 shares
remained outstanding (after giving effect to options which have been forfeited
without being exercised). Accordingly, 115,760 shares of Common Stock remain
available for additional option grants. The Board of Directors believes this
number of shares is insufficient to adequately serve the purposes and objectives
of the Stock Option Plan, and has therefore adopted the Plan Amendments to make
an additional 750,000 shares of Common Stock available for issuance under the
Stock Option Plan. The Plan Amendments will also provide the company with
additional flexibility in structuring stock-based incentive compensation, by
enabling the Company to grant awards under the Stock Option Plan consisting of
shares of Common Stock, which awards may be subject to vesting requirements,
risks of forfeiture and other restrictions determined by the committee
administering the Stock Option Plan. Upon approval of the Plan Amendments by the
shareholders, an aggregate of 865,760 shares of Common Stock (having a market
value of $7,358,960 based on the closing price of the Common stock on February
26, 1998) will be available for issuance pursuant to future awards granted under
the Stock Option Plan, which, together with options currently outstanding,
represents approximately 11.54% of the total issued and outstanding shares of
Common Stock (assuming the issuance of all such shares). Shares of Common Stock
subject to options which expire unexercised or are terminated shall again be
available for the granting of awards under the Stock Option Plan.

         ELIGIBILITY. All salaried employees, non-employee directors who do not
own more than 5% of any class of the outstanding capital stock of the Company,
consultants or advisors of the Company and its affiliates are eligible to
participate in the Stock Option Plan. Non-employee directors, consultants and
advisors are eligible to receive only non-qualified stock options.

         ADMINISTRATION. The Plan is currently administered by the Board of
Directors (the "Plan Administrators"). The Plan Administrators have the
authority to select those eligible persons to whom awards are granted, to
determine the types of awards and the number of shares subject thereto, and to
set

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the terms, conditions and provisions of such awards. The Plan Administrators are
authorized to interpret the Stock Option Plan, to establish, amend and rescind
any rules and regulations relating to the Stock Option Plan, and to make all
other determinations which may be necessary or advisable for the administration
of the stock Option Plan.

         Awards under the STOCK OPTION PLAN. The Stock Option Plan permits the
granting of the following types of awards: (i) stock options, which may be
either options which qualify as "incentive stock options ("ISOs") under the
Internal Revenue Code of 1986, as amended (the "Code"), or options which do not
so qualify ("NQSOs"), and (ii) other awards valued in whole or in part by
reference to, or otherwise based on Common Stock.

         STOCK OPTIONS. Stock options may be granted, from time to time, to
those salaried employees, consultants and other persons providing services to
the Company and its affiliates as may be selected by the Plan Administrators.
The purchase price per share of Common Stock purchasable under any stock option
granted is determined by the Plan administrators, but may not be less than 100%
of the fair market value of a share of Common Stock on the date of grant. The
term of each such option, and the time or times when it may be exercised, is
fixed by the Plan Administrators, provided, however, that in the case of NQSOs,
the term shall expire on the earlier of six years from the date of the grant or
in the case of non-employee Directors, the date which is 30 days after the
optionee shall no longer serve as a member of the Board. All terms and
conditions relating to the options are the subject of separate stock option
agreements between the Company and the grantees and approved by the Plan
Administrators. The grant and terms of ISOs are restricted to the extent
required by the Code. Options may be exercised by payment of the purchase price
either (i) in cash, (ii) at the discretion of the Plan Administrators, in Common
Stock having a fair market value on the date the option is exercised equal to
the option exercise price, (iii) at the discretion of the Plan Administrators,
by delivery of the optionee's personal recourse note bearing interest payable at
least annually at no less than 100% of the lowest Federal rate, or (iv) any
combination of (i), (ii) or (iii) above. Participants have no shareholder rights
with respect to any options granted until shares have been issued upon the
proper exercise of the option.

         TERMINATION. Each stock option shall expire on such date or dates as
the Plan Administrators shall determine at the time the stock option is granted.
Any NQSO granted to a non-employee Director shall expire on the earlier of (i)
the date which is six years from the date of its grant or (ii) the date which is
30 days after the date that such optionee ceases to serve as a member of the
board. Stock options may also be terminated under certain circumstances
following a Change of Control. See "-Change of Control" below.

         RESTRICTED STOCK. If the Plan Amendments are approved by the
shareholders, the Company will be permitted to grant awards to salaried
employees under the Stock Option Plan consisting of shares of Common Stock,
which may be subject to such restrictions and on such terms and conditions as
the Plan Administrators may determine, including the time period over which such
shares shall become vested, the date or dates as of which the risk of forfeiture
of the shares shall lapse, the establishment of conditions for the lapse or
termination of the risk of forfeiture other than the expiration of the vesting
period, and the circumstances under which vesting requirements will be waived or
accelerated. The Plan Administrators will select the recipients of such awards.
Shares of Common Stock awarded under the Stock Option Plan which are subject to
restrictions shall not be transferable, nor shall the recipient be entitled to
receive stock certificates representing such shares, until the lapse or
termination of all such restrictions. Recipients of such awards will otherwise
have all rights as a shareholder of the Company with respect to the shares of
Common Stock so awarded, including the right to vote such shares and to receive
dividends paid on the Common Stock.

         NONASSIGNABILITY OF AWARDS. The Stock Option Plan provides that no
award granted under the Stock Option Plan may be sold, assigned, transferred;
pledged or otherwise encumbered by a participant, otherwise than by will or by
the laws of descent and distribution. Each stock option awarded is

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exercisable, during the participant's lifetime, only by the participant.

         ADJUSTMENTS. The Stock Option Plan provides that, in the event of any
change in the corporate structure or shares of the Company, the Plan
Administrators will make such substitution or adjustment in the aggregate number
or class of shares which may be distributed under the Stock Option Plan and in
the number, class and option price or other price of shares subject to the
outstanding awards granted under the Stock Option Plan as it deems to be
appropriate in order to maintain the purpose of the original grant. For purposes
of the Stock Option Plan, a change in the corporate structure or shares of the
company shall include, but is not limited to, changes resulting from
recapitalization, stock split, reverse stock split, consolidation, rights
offering, stock dividend, reorganization, or liquidation.

         CHANGE OF CONTROL. Upon the occurrence of any dissolution or
liquidation of the company, or a reorganization, merger or consolidation of the
Company with one or more corporations in which the Company is not the surviving
corporation, or a transfer of substantially all of the Company's property or
more than 80% of the then outstanding shares of the Company to another
corporation not controlled by the Company's stockholders (a "Change of
Control"), the Plan and any outstanding Options shall be terminated unless
provision is made in connection with such transaction for the assumption and
continuation of the Plan and such Options or the substitution of new Options
covering the shares of a successor corporation, and all vesting requirements,
risks of forfeiture and other restrictions on awards of Common Stock shall lapse
and terminate. If no such provision for Options is made, the Company is required
to give all option holders advanced written notice of the Change of Control, all
options shall become fully exercisable and the option holders shall have 30 days
in which to exercise their Options.

         FEDERAL INCOME TAX ASPECTS OF THE STOCK OPTION PLAN. The following is a
summary of the federal income tax consequences generally arising with respect to
awards under the Stock Option Plan. The grant and exercise of an ISO result in
no taxable income to the participant and no tax deduction for the Company,
except that, upon exercise, the difference between the fair market value of the
underlying shares of Common Stock and the exercise price of the ISO is
includable in the participant's income for alternative minimum tax purposes. If
the participant holds the shares acquired upon exercise of an ISO for at least
two years from the date of the grant of the ISO and at least one year from the
date of exercise, he will recognize taxable capital gain or capital loss upon a
subsequent sale of the shares based upon the difference between the sale
proceeds and the fair market value of the shares on the exercise date. In either
of these events, no deduction would be allowed to the Company for federal income
tax purposes. If the participant disposes of the shares acquired upon exercise
of an ISO within either of the holding periods described above, the option will
be treated as an NQSO.

         The grant of an NQSO has no tax consequences to the Company or to the
participant. Upon exercise of an NQSO, however, the participant will recognize
taxable ordinary income in the amount of the excess of the fair market value on
the date of exercise of the shares of Common Stock acquired over the exercise
price, and such amount will be deductible for federal income tax purposes by the
Company. The holder of such shares will, upon a subsequent disposition of the
shares, recognize short-term or long-term capital gain or loss, depending on the
holding period of the shares.

         An award of shares of Common Stock has no tax consequences to the
recipient or the company so long as the shares so awarded are subject to a
substantial risk of forfeiture. When the substantial risk of forfeiture
terminates with respect to any shares included in such award, the then fair
market value of such shares will constitute taxable ordinary income to the
recipient, and the Company will be allowed a tax deduction in the same amount.
Dividends received by the participant during the restriction period are treated
as compensation income and therefore are taxed as ordinary income to the
participant and are deductible by the Company. Awards of shared of Common Stock
which are not subject to a substantial risk of forfeiture will result in taxable
ordinary income to the recipient equal to the fair market value of the shares on
the grant date, and the Company will receive a tax deduction in the same amount.

         The participant may, under Section 83(b) of the Code, elect to report
the current fair market value 


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of restricted stock as ordinary income in the year the award is made, even
though the stock is subject to restrictions. In such a case, the Company will
receive a tax deduction for such fair market value in the year of grant, but
will receive no deduction for any subsequent appreciation during or after the
restriction period. In addition, dividends paid during or after the restriction
period would be treated as dividends to the participant and therefore would not
be deductible by the Company. If a Section 83(b) election is made, any
appreciation in the value of the stock after the date of grant will not be
recognized as capital gain by the participant until such time as the participant
disposes of the stock in a taxable transaction. If the participant forfeits the
stock (i.e., because he has not met the requirements for lapse of restrictions),
the participant will receive no refund or deduction on account of taxes paid in
the year of grant as a result of the Section 83(b) election.

         Approval of the Plan Amendments requires the affirmative vote of the
holders of a majority of the shares present in person or represented by proxy at
the Annual Meeting. Unless authority to so vote is withheld, the persons named
in the proxy card intend to vote shares as to which proxies are received in
favor of the Plan Amendments.