AMENDMENT TO 1989 STOCK OPTION PLAN OF CERTRON CORPORATION



     The 1989 Stock Option Plan of Certron Corproation (the "Plan") is hereby
amended as follows:

     1.   The name of the Plan is changed to the "Executive Stock Option Plan
of Certron Corporation" and Section 1 of the Plan is hereby amended by
substituting in lieu of the words "1989 Stock Option Plan" appearing in the
first sentence thereof the words "Executive Stock Option Plan."

     2.   Paragraph (a) of Section 5 of the Plan is amended by changing the
number "150,000" appearing therein to the number "300,000."

     3.   Section 16 of the Plan is amended by deleting the first sentence
thereof in its entirety and substituted in lieu  thereof the following
sentence: "The Plan shall terminate on January 27, 2005 but such termination
shall not affect the validity of any outstanding options or Stock Appreciation
Rights or any restrictions or agreement contained therein."






















                               EXHIBIT 10.5