<PAGE>


                                                                   EXHIBIT 10.12

                                    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 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(e)(ii)(C),
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(e)(ii)(C).
<PAGE>

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.

         (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
the 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.
<PAGE>

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 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 anyone 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 (i) if the
Common Stock is listed on any established stock exchange or a national market
system, including without limitation the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System,
the Fair Market Value of a Share shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such system or
exchange (or the exchange with the greatest volume of trading in Common Stock)
on the date of grant, as reported in The Wall Street Journal or such other
source as the Committee deems reliable; (ii) if the Common Stock is quoted on
the NASDAQ System (but not on the National Market System thereof) or regularly
quoted by a recognized securities dealer but selling prices are not reported,
the Fair Market Value of a Share of Common Stock shall be the mean between the
bid and asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in the Wall Street Journal or such
other source as the Committee deems reliable, or (iii) in the absence of an
established market for the Common Stock, the Fair Market Value thereof shall be
determined in accordance with a formula fixed in good faith by the Committee.

         (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.
<PAGE>

                  (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.

         (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.

         (e) Termination

                  (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) 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.
<PAGE>

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

         (f) 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.
<PAGE>

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 Section 5(e). 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 1 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, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation 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.
<PAGE>

         (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 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 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.
<PAGE>

                  (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

                           (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:
<PAGE>

         (a) if and to the extent such amendment if: 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). No amendment of the
Plan shall alter or impair any of the rights or obligations of any person,
without his consent, under any option or right theretofore granted under the
Plan.

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 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.


