AMENDMENT NO. 1
                                 1994 STOCK INCENTIVE PLAN



7    AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS.

     (a)  GRANTS OF OPTIONS.  At such time as, following the effective date of 
the Plan, new Non-Employee Directors are first elected or appointed to the 
Board of Directors to fill new directorships or to fill vacancies, such 
Non-Employee Directors will be granted automatically, on a one-time basis on 
the date of their election or appointment, a Non-Statutory Stock Option to 
purchase 10,000 shares of Common Stock (subject to adjustment as provided in 
Section 4.3 of the Plan).  In addition, on the date of each Annual Meeting of 
Shareholders of the Company following the date a Non-Employee Director is 
first elected or appointed to the Board of Directors, each person who is a 
Non-Employee Director as of such date will be granted automatically a 
Non-Statutory Stock Option to purchase 4,000 shares of Common Stock (subject 
to adjustment as provided in Section 4.3 of the Plan).


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