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                                                                    EXHIBIT 4.4


                                    EXHIBIT A


         The 1993 Director Stock Option Plan (the "Director Plan") is amended
effective as of April 23, 1996, as follows:

         Section 3 of the Director Plan is amended to read in its entirety as
follows:

         Stock Subject to the Plan. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 30,000 Shares(1) (the "Pool") of Common Stock. The Shares may
be authorized but unissued, or reacquired Common Stock.

         If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan.



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       (1)   Includes an increase of 10,000 Shares on April 23, 1996.