
EXHIBIT 10.20

                        THE APPLETREE COMPANIES, INC.
                           1997 STOCK OPTION PLAN
                      ADOPTED BY THE BOARD OF DIRECTORS
                             on December 19, 1996


     1.     The Purpose of the Plan.  This stock option plan (the "Plan") is 
intended to provide an opportunity for officers, directors and other key 
personnel of The AppleTree Companies, Inc.  (the "Corporation") and its 
present and future subsidiary corporations, as "subsidiary corporation" is 
defined in Section 424 of the United States Internal Revenue Code of 1986, as 
amended (the "Code") (individually a "subsidiary" and collectively 
"subsidiaries"), to acquire shares of the Corporation's stock.  The Plan 
provides for the grant of "incentive stock options", as defined in Section 422 
of the Code ("Incentive Stock Options"), and stock options not qualifying as 
Incentive Stock Options ("Non-Qualified Stock Options"), providing an equity 
interest in the Corporation's business, as an incentive to service or 
continued service with the Corporation and to aid the Corporation in obtaining 
and retaining key personnel of outstanding ability.  

     2.     Stock Subject to the Plan.  The maximum number of shares of the 
common stock, $.01 par value, of the Corporation (the "Stock") which may be 
issued pursuant to Incentive Stock Options and Non-Qualified Stock Options 
granted under the Plan (collectively referred to herein as "Option" or 
"Options") shall be 44,000,000 shares of Stock, which may be either authorized 
and unissued Stock or Stock held in the treasury of the Corporation, as shall 
be determined from time to time by the committee of the Board of Directors of 
the Corporation described below.  If an Option expires or terminates for any 
reason without being exercised in full, the unpurchased shares of Stock 
subject to such Option shall again be available for purposes of the Plan.  The 
Corporation, at the time of adoption of this Plan by the Board of Directors, 
does not have sufficient authorized and unissued shares of Stock which are not 
otherwise reserved for issuance.  Therefore, the effectiveness of this Plan 
and the grant of any Options hereunder is subject to the shareholders of the 
Corporation authorizing sufficient additional shares of Stock so that the 
Corporation has, at all times, sufficient authorized and unissued shares of 
Stock, which are not otherwise reserved for issuance, reserved for issuance 
upon the exercise of Options hereunder.

     3.     Administration of the Plan.  This Plan shall be administered by a 
committee of the Board of Directors consisting of not less than two directors 
all of whom shall be "Non-Employee Directors" (as such term is used in Rule 
16b-3 promulgated by the United States Securities and Exchange Commission 
("SEC") under the United States Securities Exchange Act of 1934, as amended 
("1934 Act")).  As used herein, the term "Committee" refers to such committee.  
Except with respect to Formula Options (as defined below), the Committee shall 
have full authority in its discretion to determine the officers (other than 
officers who are also directors) and other key employees of the Corporation 
and its subsidiaries to whom Non-Formula Options (as defined below) shall be 
granted, the number of shares of Stock covered thereby and the terms and 
provisions thereof, subject to the Plan.  In making such determinations, the 
Committee may take into account the nature of the services rendered and to be 
rendered by the respective officers (other than officers who are also 
directors) and key employees, their present and potential contributions to the 
Corporation and its subsidiaries and any other factors which the Committee 
deems relevant.  Formula Options shall be granted in accordance with and 
subject to the terms of Paragraphs 4 and 5 below.  Except with respect to 
Paragraphs 4 and 5 below and subject to the provisions of the Plan, the 
Committee shall have full and conclusive authority to interpret the Plan to 
determine whether and to what extent Performance Targets (as defined below) 
have been met; to prescribe, amend and rescind rules and regulations relating 
to the Plan; to determine the terms and provisions of the respective option 
agreements; and to make all other determinations necessary or advisable for 
the proper administration of the Plan.  The Committee's determinations under 
the Plan need not be uniform and may be made by it selectively among persons 
who receive, or are eligible to receive, Options under the Plan (whether or 
not such persons are similarly situated).  The Committee's decisions shall be 
final and binding on all participants in the Plan.  

     4.     Outside Director Formula Options.  Of the 44,000,000 shares of 
Stock which may be issued pursuant to Options granted under this Plan, up to 
4,000,000 shares of Stock shall be issuable pursuant to Options granted to 
directors of the Corporation as set forth in this Paragraph 4.  Options to 
purchase 800,000 shares of Stock shall be granted to each of George Kelly, 
David Klarman and Harold Rashbaum.  Said Options are hereinafter collectively 
referred to as "Initial OD Formula Options".  Subject to the Plan limits, upon 
the election or appointment of up to two (2) additional or replacement outside 
directors of the Corporation, such new outside directors shall be granted 
options (hereinafter "Additional OD Formula Options"; Initial OD Formula 
Options and Additional OD Formula Options being hereinafter collectively 
referred to as "OD Formula Options") on the date of election or appointment to 
purchase 800,000 shares of Stock.  The date on which the shareholders of the 
Corporation approve this Plan is referred to hereinafter as the "Approval 
Date".  Outside directors shall not be granted any Options under the Plan 
other than OD Formula Options pursuant to this Paragraph 4.
 
     Subject to the penultimate sentence of this Paragraph, Initial OD Formula 
Options vest as to the shares of Stock 50% upon grant and 50% one year from 
the date of grant.  Subject to the foregoing, the Initial OD Formula Options 
are exercisable for five years after the date of grant and the exercise price 
for each Initial Formula OD Option shall be $.0125 per share.  The Additional 
OD Formula Options shall vest as to the shares of Stock 50% upon the person 
becoming a director and 50% in one year.  Subject to the foregoing, the 
Additional OD Formula Options shall be exercisable for five years from the 
date of grant.  The exercise price for each Additional OD Formula Option shall 
be determined by the Committee at the date of grant.  Notwithstanding anything 
to the contrary contained in this Paragraph, no Formula OD Option shall be 
exercisable at any time prior to the date which is six months after the 
Approval Date.  All Formula OD Options shall be Non-Qualified Stock Options.

     5.     Formula Options for Directors Who Are Also Officers.  Of the 
44,000,000 shares of Stock which may be issued pursuant to Options granted 
under this Plan, up to 26,000,000 shares of Stock shall be issuable pursuant 
to Options granted to the officers of the Corporation as set forth in this 
Paragraph 5.  Options to purchase 10,000,000 shares of Stock shall be granted 
to John Donlevy, Options to purchase 6,000,000 shares of Stock shall be 
granted to Justin A. DiMacchia, Options to purchase 4,000,000 shares of Stock 
shall be granted to each of Allan C. Sorensen and _________ [VP sales] and 
Options to purchase 2,000,000 shares of Stock shall be granted to 
_________________ [VP Production].  Said Options are hereinafter collectively 
referred to as Other Formula Options (Other Formula Options and OD Formula 
Options are hereinafter referred to as "Formula Options").  No person other 
than as specified in this Paragraph 5 shall be granted Other Formula Options.

     Subject to the Corporation achieving Performance Targets for the fiscal 
years August 31, 1997 ("1997 Fiscal Year") and August 30, 1998 ("1998 Fiscal 
Year"), the Other Formula Options shall vest as to shares of Stock 60% for the 
1997 Fiscal Year and 40% for the 1988 Fiscal Year.  Subject to the foregoing, 
the Other Formula Options are exercisable for five years after the date of 
grant and the exercise price for each Other Formula Option shall be $.0125.  
Notwithstanding anything to the contrary contained in this Paragraph 5, no 
Other Formula Option shall be exercisable until the Committee determines 
whether and to what extent the Performance Targets for the respective fiscal 
year for which the respective Other Formula Options vest have been met.  All 
Other Formula Options shall be Non-Qualified Stock Options.

     The Committee shall adopt and annex hereto as Exhibit A a budget for the 
1997 Fiscal Year and a budget for the 1998 Fiscal Year (collectively, the 
"Budgets").  The Budgets shall provide that the Corporation will realize 
earnings before interest, taxes, depreciation and amortization for the 1998 
Fiscal Year.  Set forth below are the performance targets ("Performance 
Targets") and the percentage of Other Formula Options that shall actually vest 
for each of the two fiscal years:

   Actual
 Performance  Less       80% to   90% to     100% to    110% to    120% or
 vs. Budget   than 80%   89%      99%        109%       119%       more
-----------------------------------------------------------------------------
Percentage
of Options
Vesting for
a Specific
Fiscal Year   0%        60%       70%        80%        90%        100%

     6.     Non-Formula Options-Eligibility and Limits.  Options to purchase 
up to 14,000,000 shares of Stock (hereinafter referred to as "Non-Formula 
Options") may be granted by the Committee to officers (other than officers who 
are also directors) and other key employees of the Corporation and its 
subsidiaries.  The Committee, however, shall not grant Non-Formula Options to 
any director or officer who is also a director.   Any Incentive Stock Option 
granted to any person who, at the time such Non-Formula Option is granted, 
owns (as defined in Sections 422 and 424 of the Code) Stock possessing more 
than 10% of the total combined voting power of all classes of Stock of the 
Corporation or one of its parent (if any) or subsidiaries shall comply with 
any applicable provisions of Section 422 of the Code.  In the case of 
Incentive Stock Options, the aggregate fair market value (determined at the 
time an Incentive Stock Option is granted) of the Stock with respect to which 
Incentive Stock Options are exercisable for the first time by an individual 
during any calendar year under the Plan and all other plans of the Corporation 
and its parent and subsidiaries (within the meaning of Sections 422 and 424 of 
the Code) shall not exceed $100,000.

     The Committee shall determine those officers (other than officers who are 
also directors) and other key employees of the Corporation and its 
subsidiaries to whom Non-Formula Options shall be issued.  Subject to the 
Corporation achieving Performance Targets for the 1997 Fiscal Year and the 
1998 Fiscal Year as set forth in Paragraph 5 above, the Non-Formula Options 
shall vest as to shares of Stock 60% for the 1997 Fiscal Year and 40% for the 
1998 Fiscal Year.  Subject to the foregoing, the Non-Formula Options are 
exercisable for five years after the date of grant.  The exercise price for 
Non-Formula Options shall be determined by the Committee in its sole and 
absolute discretion.  Notwithstanding anything to the contrary contained in 
this Paragraph 6, no Non-Formula Option shall be exercisable until the 
Committee determines whether and to what extent the Performance Targets for 
the respective fiscal year for which the respective Non-Formula Options vest 
have been met.

     7.     Incentive Stock Options and Non-Qualified Stock Options.  At the 
time any Non-Formula Option is granted under the Plan, the Committee shall 
determine whether the Non-Formula Option is to be an Incentive Stock Option or 
a Non-Qualified Stock Option, and the Non-Formula Option shall be clearly 
identified as to its status as an Incentive Stock Option or a Non-Qualified 
Stock Option.  The number of shares of Stock as to which Incentive Stock 
Options and Non-Qualified Stock Options shall be granted shall be determined 
by the Committee in its sole discretion, subject to the provisions of the Plan 
as to the total number of shares of Stock available for Non-Formula Options 
under the Plan.

     8.     Terms and Conditions of Options.  Subject to the following 
provisions and the other provisions of the Plan, all Options shall be in such 
form and upon such terms and conditions as the Committee in its discretion may 
from time to time determine.

     (a)     Option Term.  An Option shall in no event be exercisable 
after the expiration of five years from the date such Option is granted.

     (b)     Payment.  Payment for all shares of Stock purchased 
pursuant to exercise of an Option shall be made by certified check.  In 
lieu of a check, the holder may, with the approval of the Committee in 
its sole discretion, submit certificates for Stock of the Corporation 
tendered as full or partial payment of the option exercise price.  
Certificates for Stock tendered must be endorsed or accompanied by 
signed stock powers with the signature guaranteed by a commercial bank 
or trust company or by a brokerage firm acceptable to the Corporation.  
Stock tendered in payment will be valued at the average of the closing 
bid and asked prices as listed on NASDAQ on the date of exercise of the 
Option or, if no trading in the Stock has occurred on such date, on the 
next preceding date on which trading occurred.  Any deficiency in the 
option exercise price shall be paid by certified check.  Subject to the 
provisions of Paragraph 8(e) below, such payment shall be made at the 
time that the Option or any part thereof is exercised, and no shares of 
Stock shall be issued or delivered until full payment therefor has been 
made.

     (c)     Nontransferability of Options.  An Option shall not be 
transferable or assignable except by will or by the laws of descent and 
distribution or pursuant to a qualified domestic relations order as 
defined by the Code, Title 1 of the United States Employee Retirement 
Income Security Act of 1974, as amended ("ERISA"), or the rules 
thereunder, and shall be exercisable during the holder's lifetime, only 
by the holder. 

     (d)     Termination of Employment or Death.  Upon any termination 
of employment or resignation or removal from the Board of Directors of 
the holder for any reason other than death or disability, any Option 
held at the date of such termination may, to the extent exercisable, be 
exercised within three months after the date of such termination.  Upon 
any termination of employment or resignation or removal from the Board 
of Directors of the holder by reason of disability within the meaning of 
Section 22(e)(3) of the Code, any Option held at the date of such 
termination may, to the extent exercisable, be exercised within twelve 
months after the date of such termination.  If the holder of an Option 
dies, any Option held at the date of death may, to the extent 
exercisable, be exercised by a legatee or legatees of the holder under 
the holder's last will, or by the holder's personal representatives or 
distributees, within twelve months after the holder's death.  This 
Paragraph 8(d) shall not extend the term of the Option specified in or 
pursuant to Paragraph 8(a) above.  For purposes of this Paragraph 8(d), 
employment of a holder shall not be deemed terminated so long as the 
holder is employed by the Corporation, by a subsidiary of the 
Corporation or by another corporation (or a parent or subsidiary 
corporation of such other corporation) which has assumed the Option of 
the holder in a transaction to which Section 424(a) of the Code is 
applicable.  For purposes of this Paragraph 8(d), the extent to which an 
Option is exercisable shall be determined as of the date of termination 
of employment.

     (e)     Special Procedure for Certain Credit Assisted Transactions.  
To the extent not inconsistent with the provisions of Section 422 of the 
Code or the provisions of Rule 16b-3 under the 1934 Act, any Option 
holder desiring to obtain credit from a broker, dealer or other 
"creditor" as defined in Regulation T issued by the Board of Governors 
of the United States Federal Reserve System to assist in exercising an 
Option may deliver to such creditor a written exercise notice executed 
by such holder with respect to such Option, together with written 
instructions to the Corporation to deliver the Stock issued upon such 
exercise of the Option to the creditor for deposit into an account 
designated by the Option holder; upon receipt of such exercise notice 
and instructions in a form acceptable to the Corporation, the 
Corporation shall confirm to the creditor that it will deliver to the 
creditor on behalf of the Option holder the Stock issued upon such 
exercise of the Option and covered by such instructions promptly 
following receipt of the exercise price from the creditor.  To the 
extent not inconsistent with the provisions of Section 422 of the Code 
or the provisions of Rule 16b-3 under the 1934 Act, upon written 
request, the Corporation may in its discretion, but shall not be 
obligated to, deliver to the creditor on behalf of the Option holder 
shares of Stock resulting from such a credit assisted exercise prior to 
receipt of the exercise price for such shares if the creditor has 
delivered to the Corporation, in addition to the other documents 
contemplated by this Paragraph 8(e), the creditor's written agreement to 
pay the Corporation such exercise price in cash within five days after 
delivery of such shares.  The credit assistance contemplated by this 
Paragraph 8(e) may include a margin loan by the creditor secured by the 
Stock purchased upon exercise of an Option or an immediate sale of some 
or all of such Stock by the creditor to obtain or recover the exercise 
price which the creditor has committed to pay to the Corporation on 
behalf of the Option holder.

     (f)     Special Provisions for Certain Substitute Options.  
Notwithstanding anything to the contrary in this Paragraph 8, any Option 
issued by the Corporation pursuant to the Plan in substitution for an 
option previously issued by another entity, which substitution occurs in 
connection with a transaction to which Section 424(a) of the Code is 
applicable, may provide for an exercise price computed in accordance 
with such Code section and the regulations thereunder and may contain 
such other terms and conditions as the Committee may prescribe to cause 
such substitute Option to contain as nearly as possible the same terms 
and conditions (including the applicable vesting and termination 
provisions) as those contained in the previously issued option being 
replaced thereby.

     9.     Terms and Conditions of Non-Formula Options.  In addition to the 
terms and conditions contained in Paragraph 8 above, all Non-Formula Options 
shall be in such form and subject to the following additional terms and 
conditions which shall be determined by the Committee in its discretion:

     (a)     Exercise Price.  Subject to Paragraph 11 below and the 
other provisions of this Paragraph 9(a), the exercise price per share of 
Stock purchasable under any Non-Formula Option granted under the Plan 
shall be fixed by the Committee and set forth in the applicable option 
agreement.  With respect to each grant of an Incentive Stock Option, the 
exercise price per share shall not be less than the fair market value of 
a share of Stock (as determined in good faith by the Committee) on the 
date such Non-Formula Option is granted.  The date a Non-Formula Option 
is granted shall be the date on which the Committee has approved the 
terms and conditions of an option agreement evidencing the Non-Formula 
Option and has determined the recipient of the Non-Formula Option and 
the number of shares of Stock covered by the Non-Formula Option and has 
taken all such other action as is necessary to complete the grant of the 
Non-Formula Option.  In the event that the Stock is listed on NASDAQ or 
on another established stock exchange, its fair market value shall equal 
the average of the closing bid and asked prices for shares of Stock on 
NASDAQ or the closing price of the Stock on such other exchange, on the 
date such Non-Formula Option is granted or, if no trading in the Stock 
has occurred on such date, its fair market value shall be deemed to be 
such price for the next preceding date on which trading occurred.

     (b)     Conditions to Exercise of a Non-Formula Option.  Each Non-
Formula Option granted under the Plan shall be exercisable at such time 
or times, or upon the occurrence of such event or events, and in such 
amounts as the Committee shall specify in the applicable option 
agreement, except that no Non-Formula Option when initially granted 
shall provide that it may be exercisable to any extent during the first 
six months following the date of grant; provided, however, that 
subsequent to the grant of a Non-Formula Option, the Committee, at any 
time before complete termination of such Non-Formula Option, may 
accelerate the time or times at which such Non-Formula Option may be 
exercised in whole or in part.

     10.     Withholding.  Whenever the Corporation is required to issue or 
transfer shares of Stock under the Plan, the Corporation shall have the right 
to require the recipient to remit to the Corporation an amount sufficient to 
satisfy any federal, state and local withholding tax requirements prior to the 
delivery of any certificate or certificates for such shares.

     11.     Changes in Capitalization; Merger; Liquidation. In the event of 
any reconstruction (including consolidation, subdivision, reduction or return) 
of the issued capital of the Corporation, the number of Options under the Plan 
or the exercise price of the Options or both shall be reconstructed (as 
appropriate) in a manner which will not result in any benefits being conferred 
on the holders of Options which are not conferred on shareholders and (subject 
to the provisions with respect to rounding of entitlements as sanctioned by 
the meeting of shareholders approving the reconstruction of capital) in all 
other respects the terms for the exercise of Options shall remain unchanged.  
Subject to the foregoing, the number of shares of Stock as to which Options 
may be granted, the number of shares covered by each outstanding Option, and 
the price per share of each outstanding Option shall be proportionately 
adjusted for any increase or decrease in the number of issued shares of Stock 
resulting from a subdivision or combination of shares or the payment of a 
stock dividend in shares of Stock to holders of outstanding shares of Stock or 
any other increase or decrease in the number of such shares effected without 
receipt of consideration by the Corporation.  If the Corporation shall be the 
surviving corporation in any merger or consolidation, recapitalization, 
reclassification of shares or similar reorganization, the holder of each 
outstanding Option shall be entitled to purchase, at the same times and upon 
the same terms and conditions as are then provided in the Option, the number 
and class of shares of stock or other securities to which a holder of the 
number of shares of Stock subject to the Option at the time of such 
transaction would have been entitled to receive as a result of such 
transaction.  In the event of any such changes in capitalization of the 
Corporation, the Committee may make such additional adjustments in the number 
and class of shares of Stock or other securities with respect to which 
outstanding Options are exercisable and with respect to which future options 
may be granted as the Committee in its sole discretion shall deem equitable or 
appropriate, subject to the provisions of Paragraph 16 below, in the 
Committee's discretion, for the elimination of any fractional shares that 
might otherwise become subject to any Option without payment therefor.  In the 
event of a dissolution or liquidation of the Corporation or a merger or 
consolidation in which the Corporation is not the surviving corporation, each 
outstanding Option shall terminate except to the extent that another 
corporation assumes such Option or substitutes another option therefor but the 
Optionee shall have the right, immediately prior to such dissolution, 
liquidation, merger or consolidation, to exercise his Option in full, without 
regard to any installment exercise provisions, to the extent that it shall not 
have been exercised.  In the event of a change of the Corporation's shares of 
Stock with par value into the same number of shares with a different par value 
or without par value, the shares resulting from any such change shall be 
deemed to be the Stock within the meaning of the Plan.  Except as expressly 
provided in this Paragraph 11, the holder of an Option shall have no rights by 
reason of any subdivision or combination of shares of Stock of any class or 
the payment of any stock dividend or any other increase or decrease in the 
number of shares of Stock of any class or by reason of any dissolution, 
liquidation, merger or consolidation or distribution to the Corporation's 
shareholders of assets or stock of another corporation.  Except as expressly 
provided herein, any issue by the Corporation of shares of stock of any class, 
or securities convertible into shares of stock of any class, shall not affect, 
and no adjustment by reason thereof shall be made with respect to, the number 
or price of shares of Stock subject to any Option.  The existence of the Plan 
and Options granted pursuant to the Plan shall not affect in any way the right 
or power of the Corporation to make or authorize any adjustment, 
reclassification, reorganization or other change in its capital or business 
structure, any merger or consolidation of the Corporation, any issue of debt 
or equity securities having preferences or priorities as to the Stock or the 
rights thereof, the dissolution of the Corporation, any sale or transfer of 
all or any part of its business or assets, or any other corporate act or 
proceeding.

     12.     Compliance with Code; Compliance with Rule 16b-3.  All Incentive 
Stock Options granted hereunder are intended to comply with Section 422 of the 
Code and, to the extent applicable, Section 424 of the Code, and all 
provisions of this Plan and all Incentive Stock Options granted hereunder 
shall be construed in such manner as to effectuate that intent.  This Plan and 
all Options granted hereunder are intended to satisfy the conditions of Rule 
16b-3 under the 1934 Act and all provisions of this Plan and all Options 
granted hereunder shall be construed in such manner as to effectuate that 
intent.

     13.     Right to Terminate Employment; No Rights as Stockholder.  Nothing 
in the Plan or in any Option granted under the Plan shall confer upon any 
holder thereof the right to continue as an employee of the Corporation or any 
of its subsidiaries or affect the right of the Corporation or any of its 
subsidiaries to terminate the holder's employment at any time.  The holder of 
an Option shall, as such, have none of the rights of a stockholder.

     14.     Leaves of Absence.  Except as otherwise provided by law or 
regulation with respect to Incentive Stock Options, the Committee may in its 
discretion determine whether any leave or absence constitutes a termination of 
employment for purposes of the Plan and the impact, if any, of such leave of 
absence on Options previously granted to a holder who takes a leave of 
absence.

     15.     Restrictions on Delivery and Sale of Shares.  Each Option granted 
under the Plan is subject to the condition that if at any time the Committee, 
in its discretion, shall determine that the listing, registration or 
qualification of the shares covered by such Option upon any securities 
exchange or under any state or federal law is necessary or desirable as a 
condition of or in connection with the granting of such Option or the purchase 
or delivery of shares thereunder, the delivery of any or all shares pursuant 
to such Option may be withheld unless and until such listing, registration or 
qualification shall have been effected.  If a registration statement is not in 
effect under the United States Securities Act of 1933, as amended ("1933 
Act"), or any applicable state securities laws with respect to the shares of 
Stock purchasable or otherwise deliverable under Options then outstanding, the 
Committee may require, as a condition of exercise of any Option, that the 
optionee or other recipient of a Option represent, in writing, that the shares 
received pursuant to the Option are being acquired for investment and not with 
a view to distribution and agree that the shares will not be disposed of 
except pursuant to an effective registration statement, unless the Corporation 
shall have received an opinion of counsel that such disposition is exempt from 
such requirement under the 1933 Act and any applicable state securities laws.  
The Corporation may endorse on certificates representing shares delivered 
pursuant to an Option such legends referring to the foregoing representations 
or restrictions or any other applicable restrictions on resale as the 
Corporation, in its discretion, shall deem appropriate.

     16.     Termination and Amendments of the Plan.  The Plan shall terminate 
on December 18, 2006, the date ten years after adoption of the Plan by the 
Board of Directors, and no Option shall be granted under the Plan after that 
date, but Options granted before termination of the Plan shall remain 
exercisable thereafter until they expire or lapse according to their terms.  
The Plan may be terminated, modified or amended by the Board of Directors of 
the Corporation; provided, however, that:

     (a)     no such termination, modification or amendment without the 
consent of the holder of an Option shall adversely affect his rights 
under such Option;

     (b)     any modification or amendment which would (i) increase the 
aggregate number of shares of Stock which may be issued under the Plan 
(other than an increase merely reflecting a change in capitalization 
such as a stock dividend or stock split), or (ii) modify the designation 
of the employees eligible to receive Options under the Plan, shall be 
effective only if it is approved by the shareholders of the Corporation 
at the next annual meeting of shareholders after the date of adoption by 
the Board of Directors of such modification or amendment; and

     (c)     notwithstanding the above, the provisions of the Plan 
relating to the timing, amount and exercise price of Formula Options 
shall not be amended more than once every six months, except with 
respect to amendments to comport with changes in the Code, ERISA, or the 
rules thereunder, as the same may be amended from time to time.


     17.     Effective Date of Plan; Shareholder Approval.  The Plan shall 
become effective on the date of its adoption by the Board of Directors, 
subject, however, to the approval of the Plan by the Corporation shareholders 
at their next annual meeting.  Options granted hereunder prior to such 
approval shall be conditioned upon such approval.

* * *


a	The respective dollar value of each Formula Option granted under the 1997 
Option Plan depends upon the fair market value of Option Stock at the time of
the exercise of such Formula Option and is thus not determinable at this time.



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