Exhibit 10.27


                            AMENDMENT NO. 2 TO THE
                         RESPONSE TECHNOLOGIES, INC.
                    1990 NON-QUALIFIED STOCK OPTION PLAN

This amendment to the 1990 Non-Qualified Stock Option Plan (the "Plan") of 
Response Technologies, Inc. (the "Corporation") was adopted by the 
Corporation's Board of Directors on April ___, 1995, subject to approval by 
the shareholders of the Corporation at the Corporation's annual meeting to 
be held on May 26, 1995. All capitalized terms used in this amendment shall 
have the meanings ascribed to such terms in the Plan.

1. Section 2 of the Plan is hereby amended by adding as subsection (d) the 
definition of "Change in Control" as follows:

"Change in Control" means any transaction pursuant to which (i) the 
Corporation merges with another corporation, limited partnership, limited 
liability company or other business entity and is not the surviving entity; 
(ii) substantially all of the Corporation's assets are sold to persons or 
entities not affiliated with the Corporation; (iii) shares of Common Stock 
are issued to or acquired by persons (as defined in Section 13(d)(3) under 
the Securities Exchange Act of 1934), their Affiliates and associates (as 
defined in Rule 12b-2 under the Securities Exchange Act of 1934) not 
affiliated with the Corporation who, immediately after such issuance or 
acquisition, own Common Stock comprising more than 20% of the number of 
shares of Common Stock issued and outstanding immediately after such 
issuance or acquisition; or (iv) any other transaction of a nature similar 
to the foregoing.

The remaining subsections of Section 2 are renumbered to account for the 
foregoing addition.

1.    Section 3 of the Plan is hereby amended by deleting the number 
"3,300,000" in the first sentence of section 3 and inserting the number 
"4,300,000" in its place.

2.    Section 8(g) of the Plan is hereby amended as follows;

The fourth sentence of Section 8(g) is amended to read as follows: "A 
dissolution or liquidation of the Corporation will cause each outstanding 
Option to terminate, except for Options as to which another company assumes 
or substitutes another Option in a transaction to which Section 425(a) of 
the Code is applicable; provided, however, that, as to any Options which so 
terminate, each holder will have the right immediately prior to such 
dissolution or liquidation to exercise his Options in whole or in part 
without regard to any provisions deferring exercise contained herein."

3.    New Section 8(j) entitled "Accelerated Vesting on Change in Control" 
is hereby added to read as follows:

Notwithstanding any other provision of this Plan or in any Option 
Agreement, all Options granted pursuant hereto shall vest and become 
immediately exercisable as of the time of occurrence of a Change in Control 
of the Company; provided, however, that if the Change in Control occurs in 
a transaction that affects the rights of any shareholder of the Corporation 
(i.e. a merger, share exchange, tender offer or sale of substantially all 
of the Corporation's assets) each Option holder shall be deemed to have 
exercised his or her Options immediately prior to the Change in Control 
with the effect that such Option holder shall be entitled to participate in 
such transaction. In such event, no consideration payable to shareholders 
of the Corporation by reason of such transaction shall be delivered to an 
Option holder unless and until the Option holder shall have paid the full 
exercise price for the shares of Common Stock with respect to which such 
exercise relates.