EXHIBIT 10.2

MELITA INTERNATIONAL CORPORATION

1992 DISCOUNTED STOCK OPTION PLAN
2

MELITA INTERNATIONAL CORPORATION
1992 DISCOUNTED STOCK OPTION PLAN

TABLE OF CONTENTS

Page
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SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 4. SHARES SUBJECT TO PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 5. TERMS AND CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 6. TERM OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 7. INDEMNIFICATION OF COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 8. AMENDMENT AND TERMINATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 9. NO OBLIGATION TO EXERCISE OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 10. CHANGE IN CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 11. GENERAL RESTRICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 12. RIGHTS AS A STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

MELITA INTERNATIONAL CORPORATION
1992 DISCOUNTED STOCK OPTION PLAN

THIS INDENTURE is made this 4th day of June 1992, by MELITA
INTERNATIONAL CORPORATION, a Georgia, USA corporation (hereinafter called the
"Company");

W I T N E S S E T H:

WHEREAS, the Company desires to promote in its employees the strongest
interest in the growth and success of the business of the Company, the
assurance that they will share in the prosperity of the business of the
Company, and the incentive to remain in the employ of the Company; and

WHEREAS, to that end the Company desires to provide those employees
who are eligible hereunder with options to purchase shares of the Company and,
accordingly, has formulated the discounted stock option plan herein embodied;
and

WHEREAS, the Board of Directors of the Company have approved and
authorized the discounted stock option plan herein embodied;

NOW, THEREFORE, the Company does hereby establish the Melita
International Corporation Discounted Stock Option Plan (hereinafter called the
"Plan") so that it shall read in its entirety as follows:

SECTION 1.

DEFINITIONS

Wherever used herein, the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context
clearly indicates otherwise, and the following words and phrases shall, when
used herein, have the meanings set forth below:

1.1 "Act" means the Securities Exchange Act of 1934.

1.2 "Affiliate" means (a) any corporation which is a member of the
same controlled group of corporation (within the meaning of Section 414(b) of
the Code, as defined herein) as is the Company, and (b) any other trade or
business (whether or not incorporated) controlling, controlled by, or under
common control (within the meaning of Section 414(c) of the Code) with the
Company.

1.3 "Agreement" means a Melita International Corporation 1992
Discounted Stock Option Agreement, which is an agreement subject to the terms
of the Plan.

1.4 "Board of Directors" means the Board of Directors of the
Company.

1.5 "Code" mans the Internal Revenue Code of 1986, as amended.

1.6 "Committee" means the committee appointed by the Board of
Directors to administer the Plan.

1.7 "Employee" means any person who is employed by the Company or
an Affiliate for purposes of the Federal Insurance Contributions Act.

1.8 "Option" means an option to purchase Shares of the Company
granted pursuant to and in accordance with the provisions of the Plan.

1.9 "Optionee" means an Employee who is granted an Option pursuant
to and in accordance with the provisions of the Plan.

1.10 "Option Shares" means Shares subject to and issued pursuant to
an exercise of an Option granted under the Plan.

1.11 "Share" means a share of the common stock of the Company.

SECTION 2.

ADMINISTRATION

2.1 Delegation to Committee. The Plan shall be administered by
the Committee. The Committee shall consist of at least two members of the
Board of Directors and shall be appointed by the Board of Directors, but, after
the first registration of an equity security of the Company under Section 12 of
the Act, no person shall be appointed as a member of the Committee who is, or
within one year prior to his becoming a member of the Committee was, granted or
awarded

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equity securities pursuant to the Plan or any other plan of the Company or an
"affiliate" within the meaning of Rule 16b-3 under Section 16(b) of the Act,
except that participation in any plan which does not disqualify a director from
being disinterested as provided in Rule 16b-3 shall not disqualify a person
from becoming a member of the Committee. The Board of Directors may from time
to time remove members from or add members to the Committee. Vacancies on the
Committee shall be filled by the Board of Directors.

2.2 Committee Actions. The Committee shall select one of its
members as chairman, and shall hold meetings at such times and places as it may
determine. Acts approved by the majority of the Committee in a meeting at
which a quorum is present or acts reduced to or approved in writing by a
majority of the members of the Committee shall be the valid acts of the
Committee. A quorum shall be present at any meeting of the Committee which a
majority of the Committee members attend.

2.3 Finality. The Committee shall have the authority in its sole
discretion to interpret the Plan, to grant Options under and in accordance with
the provisions of the Plan, and to make all other determinations and to take
all other actions it deems necessary or advisable for the implementation and
administration of the Plan or Agreements thereunder, except to the extent such
powers are herein reserved by the Board of Directors. All actions of the Board
of Directors and the Committee shall be final, conclusive, and binding upon the
Employee. No member of the Board of Directors or the Committee shall be liable
for any action taken or decision made in good faith relating to the Plan or any
grant of an Option thereunder.

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SECTION 3.

ELIGIBILITY

Employees who are designated by the Committee shall be eligible to
receive Options under the Plan on the terms and subject to the restrictions
hereinafter set forth.

SECTION 4.

SHARES SUBJECT TO PLAN

4.1 The aggregate number of Option Shares which may be issued
under the Plan shall at no time exceed 640,000. The number of Shares with
respect to which an Option may be granted to any individual shall be determined
by the Committee. The limitations established by this Section shall be subject
to adjustment in accordance with the provisions of the Plan.

4.2 In the event that an Option expires or is terminated for any
reason, the Option Shares allocable to the unexercised portion of such Option
may again be subjected to an Option under the Plan.

SECTION 5.

TERMS AND CONDITIONS

5.1 Grant of Option. Each Option granted pursuant to the Plan
shall be authorized by the Committee.

5.2 Stock Option Agreement. Each Option shall be evidenced by an
Agreement, in such form and containing such terms and conditions as the
Committee from time to time may determine, provided that each Agreement:
(a) shall state the number of Option Shares to which it
pertains;

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(b) shall state the exercise price and exercise period;
(c) shall provide that the Option is exercisable, with
respect to the number of Shares to which it pertains, only if and to
the extent that the Optionee is vested pursuant to the vesting formula
provided in the Agreement.

SECTION 6.

TERM OF PLAN

The Plan shall be effective on the date hereof and shall continue to
be effective until terminated by the Board of Directors.

SECTION 7.

INDEMNIFICATION OF COMMITTEE

In addition to such other rights of indemnification that the members
of the Committee may have, each member of the Committee shall be indemnified by
the Company against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which it may
be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted thereunder, and against all
amounts paid by it in settlement thereof (provided the settlement has received
the prior approval of the Company) or paid by it in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in the action, suit or proceeding that the Committee
member is liable for negligence or misconduct in the performance of its duties;
provided that promptly after institution of the action, suit or proceeding the
Committee member shall in writing offer the

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Company the opportunity, at its own expense, to handle and defend such matter.
Upon the delivery to the Committee member of written notice of assumption by
the Company of the defense of such matter, the Company will not be responsible
to the Committee member for any further fees and disbursements relating to the
defense of such matter, including fees and disbursements of counsel.

SECTION 8.

AMENDMENT AND TERMINATION OF THE PLAN

The Board of Directors may, insofar as permitted by law, from time to
time, with respect to any Shares at the time not subject to Options, suspend or
terminate the Plan or revise or amend it in any respect whatsoever.

SECTION 9.

NO OBLIGATION TO EXERCISE OPTION

The granting of an Option shall impose no obligation upon the Optionee
to exercise the Option.

SECTION 10.

CHANGE IN CAPITALIZATION

If the number of Shares shall be increased or reduced by a change in
par value, split-up, stock split, reverse stock split, reclassification,
merger, consolidation, distribution of stock dividends or similar capital
adjustments, an appropriate adjustment shall be made by the Committee in the
number and kind of Shares available for the granting of Options under the Plan.
In addition, the Committee shall make an appropriate adjustment in the number
and kind

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of Shares as to which outstanding Options, or the portions thereof then
unexercised, shall be exercisable, to the end that the Optionee's proportionate
interest shall be maintained as before the occurrence of the event. The
adjustment in outstanding Options shall be made without change in the total
price applicable to the unexercised portion of the Option and with a
corresponding adjustment in the Option price per share. Any fractional Shares
resulting from such adjustments shall be eliminated. All adjustments made by
the Committee under this Section shall be conclusive.

Notwithstanding the foregoing paragraph, the Committee reserves the
right in the event of a sale of substantially all the Shares or property of the
Company or the merger or consolidation of the Company into another corporation,
or a dissolution or liquidation of the Company, to terminate the Options
granted under the Plan prior to the times set forth in Section 5 of the Plan,
in consideration of the payment to the Optionees of the difference between (a)
and (b) where (a) equals (1) the then fair market value of the Option Shares to
the extent vested and (b) equals the Option price of the Option Shares to the
extent vested.

SECTION 11.

GENERAL RESTRICTION

Notwithstanding anything contained herein or in any of the Agreements
to the contrary, no purported exercise of any Option shall be effective without
the written approval of the Company, which may be withheld to the extent that
the exercise, either individually or in the aggregate together with the
exercise of other previously exercised stock options and/or offers and sales
pursuant to any prior or contemplated offering of securities, would, in the
sole and absolute judgment of the Company, require the filing of a registration
statement with the United States

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Securities and Exchange Commission or with the securities commission of any
state or result in the Company's loss of status as an "S Corporation" within
the meaning of Section 1361(a) of the Code. The Company shall avail itself of
any exemptions from registration contained in applicable federal and state
securities laws which are reasonably available to the Company on terms which,
in its sole and absolute discretion, it deems reasonable and not unduly
burdensome or costly. Each Optionee shall, prior to the exercise of an Option,
deliver to the Company such information, representations and warranties as the
Company may reasonably request in order for the Company to be able to satisfy
itself that the Shares to be acquired pursuant to the exercise of an Option is
being acquired in accordance with the terms of an applicable exemption from the
securities registration requirements of applicable federal and state securities
laws.

SECTION 12.

RIGHTS AS A STOCKHOLDER

An Optionee or a transferee of an Option shall have no rights as a
stockholder with respect to any Option or Option Shares until the date of the
issuance of a stock certificate to him for the Option Shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date the stock certificate is issued, except as
otherwise provided in the Plan.

IN WITNESS WHEREOF, the Company has caused the Plan to be executed on
the ___ day of ______________1992.

MELITA INTERNATIONAL CORPORATION

By:_____________________________
Title:__________________________
ATTEST:

_____________________________

Title: ______________________
(CORPORATE SEAL)

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MELITA INTERNATIONAL CORPORATION

1992 STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of the Date of Grant by and between MELITA
INTERNATIONAL CORPORATION, a Georgia, U.S.A. corporation (the "Company"), and
[Optionee] (the "Optionee").

Upon and subject to the Additional Terms and Conditions attached
hereto and incorporated herein by reference as part of this Agreement, the
Company hereby awards as of the Date of Grant to Optionee an option under the
Melita International Corporation 1992 Stock Option Plan (the "Plan"), as
described below, to purchase the Option Shares. Capitalized terms not defined
or described have the meanings set forth in the Additional Terms and
Conditions.

A. Date of Grant: [Grant Date]
-------------
B. Exercise Price: $[Exercise Price] per share
--------------

C. Option Shares: All of any part of [Shares] shares of the Company's common stock ("Common
------------- Stock")

D. Vesting Schedule:
----------------

Years of Service After Date of Grant Percentage of Option Shares Vested
------------------------------------ ----------------------------------

0 0%
1 10%
2 20%
3 40%
4 75%
5 100%

The Optionee shall only receive credit for a year of
service after the Date of Grant if he remains at all times
a full-time Employee of the Company or an Affiliate (as
reflected on the Company's or an Affiliate's business
records), for the twelve (12) consecutive month period
beginning on the first of January 1 or July 1 immediately
following the Date of Grant. In the event the Optionee
dies or becomes subject to a Disability while a full-time
Employee (as reflected on the Company's or an Affiliate's
business records), the Option shall be vested only to the
extent the Optionee was vested in the Option as of his or
her date of death or Disability.

Except as provided in the following sentence, in the
event the Optionee voluntarily terminates his or her
employment with the Company, at any time prior to the date
on which the Optionee would otherwise become one hundred
percent (100%) vested in the Option pursuant to the vesting
schedule set forth above, the Optionee shall forfeit all
rights under the Option, including the previously vested
percentage of the Option. Notwithstanding the foregoing,
if a "Change of Control" (as defined below) occurs prior to
the date on which the Optionee would become one hundred
percent (100%) vested in the Option pursuant to the vesting
schedule set forth above, and the Optionee voluntarily
terminates employment with the Company after the date on
which the Change of Control occurred, but prior to the date
on which the Optionee would become one hundred percent
(100%) vested in the Option according to the above vesting
schedule, the Optionee shall forfeit only that portion of
the Option in which the Optionee became vested after the
date on which the Change of Control occurred.

E. Contingent Grant: The effectiveness of this grant is
expressly conditioned on the Optionee receiving credit
(pursuant to D above) for a full year of service after the
Date of Grant. If the Optionee does not receive such
credit, this grant shall be null and void and without
effect from the Date of Grant.

F. Exercise Period: The Option may be exercised as to
the percentage of vested Option Shares determined according
to the chart below during the Exercise Period which
commences as shown in the chart below and ends at the close
of business on the tenth anniversary of the Date of Grant.

Exercise Period Percentage Vested Option Shares
--------------- -------------------------------

January 1, 2002 33-1/3%
January 1, 2003 66-2/3%
January 1, 2004 100%

Notwithstanding the foregoing, if there is a "Change of
Control" (as defined below), the Exercise Period shall
commence no later than the date fourteen (14) months after
the date on which the Change of Control occurs as to one
hundred percent (100%) of the vest Option Shares.

For purposes of this Agreement, "Change of Control"
means (i) any transaction, or series of related
transactions occurring within a ninety (90) day period,
whereby the beneficial ownership of fifty-one percent (51%)
or more of the then outstanding common stock (or other
securities having generally the right to vote for election
of the Board of Directors) shall be sold, assigned or
otherwise transferred, directly or indirectly, to one
party, other than an existing shareholder or option holder,
whether by sale or issuance of common stock or other
securities or otherwise, (ii) any transaction, or series of
related transactions occurring within a ninety (90) day
period, whereby the Company shall sell, assign or otherwise
transfer, directly or indirectly, assets (including stock
or other securities of subsidiaries, but other than the
grant of licenses to intangible assets in the ordinary
course of business) having a fair market value of fifty-one
percent (51%) or more of the total value of the assets of
the Company to one party, other than an existing
shareholder or option holder (or an Affiliate), or (iii) an
initial public offering of the Company's common stock under
the securities act of 1933, as amended (the "1933 Act").
Notwithstanding the above, the following shall not
constitute a Change of Control: (a) with respect to
subsection (ii) above only, any conveyance, transfer or
grant to a bank or other financial institution of a
collateral assignment of, security title to, or security
interest, in any goods, accounts, inventory, general
intangibles or other assets of the Company, or an
Affiliate, to secure the obligations of the Company or an
Affiliate, to such bank or other financial institution, or
the exercise of any rights or remedies by such bank or
other financial institution after a default of corporate
indebtedness and corporate reorganizations where the
resulting corporate entities are controlled by the current
shareholders of the Company, or (b) any sale, assignment or
other transfer, directly or indirectly, by an existing
shareholder to, or for the benefit of, a member of the
existing shareholder's family.

IN WITNESS WHEREOF, the Company has executed and sealed this Agreement
as of the Date of Grant set forth above.

Melita International Corporation

By:
-------------------------------------
Aleksander Szlam
Title: Chairman and CEO

ATTEST:
---------------------------------
Halina Szlam
Title: Secretary

(CORPORATE SEAL)

OPTIONEE:
-------------------------------
[Optionee]

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ADDITIONAL TERMS AND CONDITIONS
OF MELITA INTERNATIONAL CORPORATION
1992 STOCK OPTION AGREEMENT

1. Definitions

(a) "Affiliate" means (a) any corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Internal Revenue Code) as is the Company, and (b) any other trade or
business (whether or not incorporated) controlling, controlled by, or under
common control (within the meaning of Section 414(c) of the Internal Revenue
Code) with the Company.

(b) "Disability" means a disability of an Optionee such that the
Optionee is entitled to disability retirement benefits under the federal Social
Security Act or such that the Optionee is entitled to recover benefits under
any long-term disability plan or policy maintained by the Company or an
Affiliate. The determination of whether a disability exists shall be made by
the Committee and shall be substantiated by competent medical advice.

(c) "Employee" means any person who is employed by the Company or
an Affiliate for purposes of the Federal Insurance Contributions Act.

(d) "Fair Market Value" means (1) the most recent price per share
at which shares of Common Stock were sold in an arm's length transaction, if
there has been any such transaction in the twelve-month period preceding the
relevant time for determining Fair Market Value, or (2) if no such transaction
has occurred or if such transaction has occurred but is deemed irrelevant by
the Committee based on significant differences in circumstances, a price that
the Committee determines in good faith reflects, as of the most recent fiscal
year end of the Company unless the Committee determines there is a more recent
valuation date, the value of an Option Share in light of relevant factors,
including, without limitation, earnings, discounts reflective of minority
ownership, restrictions on transfer, and the absence of a regular trading
market for Common Stock, the value per Option Share at the relevant time as
determined in good faith by the Committee.

(e) "Option" means an option under the Melita International
Corporation 1992 Stock Option Plan to purchase an Option Share.

(f) "Option Shares" means the shares of Melita International
Corporation common stock owned by the Optionee as a result of the Exercise of
an Option.

(g) "Termination for Cause" means a termination of the employment
relationship between the Optionee and the Company or Affiliate due to any of
the following reasons: (1) willful and continued failure (other than any such
failure resulting from his incapacity during physical or mental illness) to
substantially perform his duties with the Company or an Affiliate continuing 30
days after notice by the Company to the Optionee of such failure, (2) any act
of fraud, misappropriation, dishonesty, embezzlement or similar conduct against
the Company or an Affiliate, as finally determined through arbitration or final
judgment

of a court of competent jurisdiction (which arbitration or judgment, due to the
passage of time or otherwise, is not subject to further appeal); or (3)
conviction of the Optionee for a felony or any other crime involving moral
turpitude (which conviction, due to the passage of time or otherwise, is not
subject to further appeal).

2. Term and Exercise of Option

(a) Except as otherwise provided in this Agreement, Optionee shall
have the right to exercise the Option from time to time during the Exercise
Period defined previously in the Agreement with respect to all or any part of
the vested Option Shares.

(b) (1) As a condition to exercising this Option, Optionee
must deliver to the President of the Company on any business day (A) written
notice, signed by the person exercising the Option, specifying the number of
Option Shares being exercised and, if required, making the representations and
covenants in substantially the same form as provided in the Notice of Exercise,
attached as Exhibit A hereto; (B) payment in cash or in shares of Common Stock
that have been held by the Optionee for at least six months of the Purchase
Price (defined in Section 3); (C) payment in cash of the tax withholding
liability arising from the exercise; and (D) an executed shareholders'
agreement, containing terms and conditions substantially similar to any
shareholders' agreement executed by and applicable to the holders of a majority
of the shares of Common Stock, if so required by the Committee.

(2) In lieu of payment of all tax withholding by Optionee
as provided above, Optionee may elect to have the number of Option Shares he is
to receive upon exercise of an Option reduced by the smallest number of whole
Option Shares which, when multiplied by the fair market value of the Shares
determined as of the Tax Date (defined below), is sufficient to satisfy
required federal, state, and local, if any, withholding taxes arising from
exercise of the Option (a "Withholding Election"). An Optionee may make a
Withholding Election only if all of the following conditions are met:

(A) the Withholding Election must be made prior
to the date on which the amount of tax required to be withheld is determined
(the "Tax Date") by executing and delivering to the Company a properly
completed Notice of Withholding Election, attached as Exhibit B hereto;

(B) any Withholding Election made will be
irrevocable; however, the Committee may at its sole discretion disapprove and
give no effect to any Withholding Election; and

(C) if the Optionee is required to file
beneficial ownership reports pursuant to Subsection (a) of Section 16 of the
Securities Exchange Act of 1934 (the "Act"), at any time during the period in
which the Option is exercisable, then:

(i) no Option to which any Withholding
Election relates may be exercised until the earlier of either (I) one year
after the Company has been subject to the reporting requirements of Section 15
of the Act and has filed all reports and

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statements required to be filed pursuant to that Section during that year, or
(II) at least six months after the date of grant (except in the event of death
or Disability of the Optionee prior to the expiration of the six month period);
and

(ii) the Withholding Election must be
made either (I) at least six months prior the Tax Date, or (II) prior to the
Tax Date and in any ten business day period beginning on the third business day
following the release of the Company's quarterly or annual summary statement of
sales and earnings.

Upon receipt of such notice and payment in full of the Purchase Price
and tax withholding liability, the Company shall cause to be issued a
certificate representing the shares of Common Stock purchases.

(c) Except as otherwise provided in this Agreement, the
Option shall terminate on the earliest of (1) the last day of the Exercise
Period; (2) the date the Committee exercises its right pursuant to Section 2(d)
to terminate the Option; (3) if Optionee ceases to be an employee as a result
of a Termination for Cause, the time of such termination; (4) if the Optionee
engages to work in the USA within seven years following his termination of
employment with the Company or an Affiliate, in any capacity directly or
indirectly with any organization which directly or indirectly for itself or
through or for others is involved in the same or a similar business as the
Company's, which is designing, developing, manufacturing, marketing, selling,
and/or providing services in connection with outbound predictive dialing and
call management systems, the time of such engagement; or (5) if the Optionee
uses, copies, reproduces, discloses, or otherwise disseminates any Confidential
Information in any way that is not clearly necessary to perform his duties with
the Company or an Affiliate, the time of such act; or (6) if the Optionee fails
after his termination of employment with the Company or an Affiliate to deliver
promptly to the Company all Confidential Information which he used, had, or
controlled in connection with his employment with the Company or an Affiliate,
the time of such failure. For purposes of this Agreement, "Confidential
Information" means any information of any kind and in any form, whether
tangible (e.g., written specifications or hardware) or intangible (e.g.,
software programs, business strategies, or ideas), used by or related to the
Company or an Affiliate which is or could be economically valuable because it
is not generally known (or could not be readily known by proper methods or
means) by others who could otherwise derive economic value from it and which is
the subject of reasonable efforts to keep it secret, and all reproductions,
modifications, and other derivatives of such information, and any information
received from a third party which the Company or an Affiliate has agreed to
treat as confidential, such as information from customers, prospective
customers, or vendors (e.g., International Business Machines Corporation,
Oracle Corporation, and Dialogic Corporation).

(d) Notwithstanding any other provision of this
Agreement, the Committee reserves the right at all times to terminate the
Option in consideration of the payment to the Optionee of the difference
between (1) and (2) where (1) equals the Fair Market Value of the unexercised
Option Shares to the extent vested and (2) equals the Purchase Price of the
unexercised Option Shares to the extent vested.

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(e) The price paid by the Company shall be payable at the
Company's option (1) by delivery to the Optionee of the entire price in the
form of cash or check; or (2) by payment of four substantially equal annual
installments, the first installment being due at the date of termination of the
Option and the second, third and fourth installment being due on the first,
second and third anniversaries of the date of termination of the Option,
respectively.

3. Purchase Price. Optionee must pay to the Company the Exercise
Price (subject to adjustment pursuant to Section 8) multiplied by the number of
the Option Shares being acquired through the exercise of this Option (the
"Purchase Price"). Shares of Common Stock tendered by the Optionee in
satisfaction of the Purchase Price shall be credited at their Fair Market
Value.

4. Non-Transferability of Option. Except for any transfer of the
Option by bequest or inheritance, the Optionee shall not have the right to make
or permit to exist any transfer or hypothecation, whether outright or as
security, with or without consideration, voluntary or involuntary, of all or
any part of any right, title or interest in the Option. Any such disposition
not made in accordance with this Agreement shall be deemed null and void. The
Option shall be exercisable during the lifetime of Optionee only by Optionee,
and after his death by a legatee or legatees under Optionee's last will and
testament or by his personal representative or representatives, who shall be
bound by the same terms of this Agreement as apply to the Optionee.

5. Restrictions on Transfer of Option Shares. Except as provided
in this Agreement or for any transfer of Option Shares by gift, bequest, or
inheritance to the Optionee's or a subsequent shareholder's family member,
estate, heirs, or legatees or for any transfer after the closing of an initial
public offering of Common Stock, the Optionee shall not have the right to make
or permit to exist any transfer or hypothecation, whether outright or as
security, with or without consideration, voluntary or involuntary, of all or
any part of any right, title or interest (including, but not limited to, voting
rights) in or to any Option Shares. Any such disposition not made in
accordance with this Agreement shall be deemed null and void. Any permitted
transferee under this Section shall be bound by the same terms of this
Agreement as apply to the Optionee.

6. No Rights as Shareholder. Optionee, or his permitted
transferee under Section 4 shall have no rights as a stockholder with respect
to any Option Shares until the issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
on or with respect to Option Shares purchases pursuant to this Option for which
the record date is prior to the date of exercise hereof, except as provided in
Section 8 below.

7. Right to Repurchase Option Shares.

(a) (1) At all times prior to the closing of an initial
public offering of Common Stock, (2) within ninety (90) days following a
Termination for Cause, or (3) at any time following an act described in Section
2(c)(4), or 2(c)(5) hereof or any failure described in Section 2(c)(6) hereof,
the Company shall have the right to repurchase from the Optionee all Option
Shares. For this purpose, a notice of exercise given by the Company to the
Optionee

-4-
17

pursuant to this Section 7 shall be effective to perfect the Company's right of
repurchase, subject to the remaining provisions of this Section 7.

(b) (1) The Company upon exercising this right of
repurchase shall give written notice to the Optionee of the number of shares of
Option Shares to be repurchased, of the repurchase price, which shall be
determined pursuant to Section 7(c) hereof, and of the time and date of the
closing of the repurchase of the Option Shares, which shall be no later than
sixty (60) days from the date of the notice and shall be held at the principal
office of the Company. At closing, the Company shall deliver the application
portion of the repurchase price and the Optionee shall deliver the Option
Shares to be repurchased duly endorsed for transfer and with all required
revenue stamps attached, and the title to the Option Shares shall be
transferred to the Company free and clear of all liens, claims, and
encumbrances, however described, except for restrictions imposed by applicable
securities laws.

(2) If the Company decides to repurchase less
than all of the Option Shares owned by the Optionee, the Company shall employ
such method as it shall deem appropriate in determining the number of Option
Shares to be repurchased.

(3) The price for Option Shares repurchased by
the Company shall be payable by delivery to the Optionee at the closing of the
entire repurchase price in the form of cash or check; provided, however, except
for repurchases pursuant to written notice given within ninety (90) days
following a Termination for Cause or repurchases following any act described in
Section 2(c)(4) or 2(c)(5) hereof or any failure described in Section 2(c)(6)
hereof, the Company may pay the entire repurchase price in four substantially
equal annual installments consisting of principal and interest at the "Prime
Rate" reported in the Wall Street Journal on the first business day preceding
the date of repurchase, the first installment being due at the closing and the
second, third, and fourth installment being due on the first, second, and third
anniversaries of the closing, respectively.

(4) If the Optionee fails to consummate the sale
or deliver the Option Shares certificates properly assigned when requested to
do so, the Company, or its designee, shall cancel the Option Shares
certificates of the Optionee and deposit the payment pursuant to Section
7(b)(3) hereof which was to be made to the Optionee in exchange for the
certificates to the credit or account of the Optionee in escrow with any
clearinghouse bank in the City of Atlanta, Georgia, at the expense and risk of
the Optionee, or his successors or assigns, whereupon the Company shall treat
the Option Shares represented thereby as having been repurchased by the Company
or its designees.

(c) The repurchase price for each Option Share shall be
an amount equal to the Fair Market Value, except if the Option Shares are
repurchased by the Company (1) pursuant to written notice given within ninety
days following a Termination for Cause, in which case the repurchase price for
each Option

-5-
18

Share shall be the lowest of Fair Market Value, book value per share of Common
Stock as most recently determined by the Committee, or the Exercise Price paid
by the Optionee, or (2) following any act described in Section 2(c)(4) or
2(c)(5) hereof or failure described in Section 2(c)(6) hereof, in which case
the repurchase price for each Option Share shall be the lower of (A) Fair
Market Value or (B) the greater of (i) the Exercise Price paid by the Optionee
or (ii) book value per share of Common Stock as most recently determined by the
Committee.

8. Change in Capitalization. Subject to the Committee's right to
terminate the Option pursuant to Section 2(d) of this Agreement, the total
number of Option Shares to be received upon exercise of the Option (both as to
the number of Option Shares and the Purchase Price) shall be appropriately
adjusted for any change in par value, split-up, stock split, reverse stock
split, reclassification, merger, consolidation, distribution of stock dividends
or similar capital adjustments, to the end that the Optionee's proportionate
interest in value shall be maintained as before the occurrence of the event.
The adjustment shall be made without change in the total price applicable to
the unexercised portion of the Option and with a corresponding adjustment in
the Exercise Price.

The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any adjustment may provide for the elimination of any fractional
Option Shares.

9. Governing Laws. This Agreement part shall be construed,
administered and enforced according to the laws of the State of Georgia, USA;
provided, however, the Option may not be exercised except, in the reasonable
judgment of the Board of Directors, in compliance with exemptions under
applicable state securities laws of the state in which Optionee resides, and/or
any other applicable securities laws.

10. Successors. This Agreement shall inure to the benefit of the
heirs, legal representatives, successors and permitted assigns of the Company
and Optionee.

11. Notice. Any notice which either party hereto may be required
or permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the President
of the Company, or to the Company (attention of the President), at 5051
Peachtree Corners Circle, Norcross, Georgia USA 30092-2500, or at any other
address as the Company, by notice to Optionee, may designate in writing from
time to time; to Optionee, at Optionee's address as shown on the records of the
Company, or at any other address as Optionee, by notice to the Company, may
designate in writing from time to time.

12. Severability. In the event that any one or more of the
provisions or portion thereof contained in this Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect, the same shall
not invalidate or otherwise affect any other provisions of this Agreement, and
this Agreement shall be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.

13. Entire Agreement. Subject to the terms and conditions of the
Melita International Corporation 1992 Stock Option Plan, which is incorporated
herein by reference, this Agreement expresses the entire understanding and
agreement of the parties hereto with respect to such terms, restrictions and
limitations.

-6-
19

14. Headings. Section headings used herein are for convenience of
reference only and shall not be considered in construing this Agreement.

15. Specific Performance. In the event of any actual or
threatened default in, or breach of, any of the terms, conditions and
provisions of this Agreement, the party or parties who are thereby aggrieved
shall have the right to specific performance and injunction in addition to any
and all other rights and remedies at law or in equity, and all such rights and
remedies shall be cumulative.

16. Resolution of Disputes. Any determination or interpretation
by the Committee shall be final, binding and conclusive on all persons affected
thereby.

17. Compliance with Securities Laws and Tax Laws. Notwithstanding
anything contained herein to the contrary, no purported exercise of the Option
shall be effective without the written approval of the Company, which may be
withheld to the extent that its exercise, either individually or in the
aggregate together with the exercise of other previously exercised stock
options and/or offers and sales pursuant to any prior or contemplated offering
of securities, would, in the sole and absolute judgment of the Company, require
the filing of a registration statement with the United States Securities and
Exchange Commission, or with the securities commission of any state or result
in the Company's loss of status as an "S Corporation" within the meaning of
Section 1361(a) of the Internal Revenue Code. The Company shall avail itself
of any exemptions from registration contained in applicable federal and state
securities laws which, in its sole and absolute discretion, it deems reasonable
and not unduly burdensome or costly. The Optionee shall deliver to the
Company, prior to the exercise of the Option, such information, representations
and warranties as the Company may request in order for the Company to be able
to satisfy itself that the Common Stock to be acquired pursuant to the exercise
of the Option is being acquired in accordance with the terms of an applicable
exemption from the securities registration requirements of applicable federal
and state securities laws.

In the event that the exercise of the Option is withheld for more than
180 days pursuant to the preceding paragraph, the Committee shall be required
to terminate the Option in accordance with the provisions of Sections 2(d) and
2(e) hereof.

*****

-7-
20

EXHIBIT A

NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE
COMMON STOCK OF
MELITA INTERNATIONAL CORPORATION

Name
--------------------------
Address
-----------------------

------------------------------
Date
--------------------------

Melita International Corporation
Attention: President
5051 Peachtree Corners Circle
Norcross, Georgia USA 30092-2500

Re: Exercise of Non-Qualified Stock Option

Gentlemen:

Subject to acceptance hereof in writing by Melita International
Corporation (the "Company") pursuant to the provisions of the Melita
International Corporation 1992 Stock Option Plan (the "Plan"), I hereby give at
least ten days, but not more than thirty days, prior notice of my election to
exercise options granted to me to purchase _____ shares of Common Stock of the
Company under the Melita International Corporation 1992 Stock Option Agreement
granted on __________________________ (the "Agreement"). The purchase shall
take place as of _______________, 19___ (the "Effective Date").

On or before the Exercise Date, I will pay the applicable purchase
price as follows:

[ ] by delivery of a certified check for the full purchase price
payable to the order of Melita International Corporation.

[ ] by delivery of a certified check for $__________ representing
a portion of the purchase price to the order of Melita International
Corporation with the balance to consist of shares of Common Stock that I have
owned for at least six months and that are represented by a stock certificate,
I will surrender to the Company with my endorsement. If the number of shares
of Common Stock represented by such stock certificate exceeds the number to be
applied against the purchase price, I understand that a new stock certificate
will be issued to me reflecting the excess number of shares.

[ ] by delivery of a stock certificate representing shares of
Common Stock that I have owned for at least six months which I will surrender
to the Company with my endorsement as payment of the purchase price. If the
number of shares of Common Stock represented by such

EXHIBIT A to Stock Option Agreement
21

certificate exceeds the number to be applied against the purchase price, I
understand that a new certificate will be issued to me reflecting the excess
number of shares.

The required federal, state and local income tax withholding, if any,
on the exercise of the option shall be paid in cash on or before the Exercise
Date.

Covenants and Representations of Optionee. Optionee represents,
warrants, covenants, and agrees with the Company as follows as of the
date of exercising the Option:

(a) The Option is being exercised for Optionee's own account
without the participation of any other person, with the intent of holding the
Option Shares issuable pursuant thereto for investment and without the intent
of participating, directly or indirectly, in a distribution of the Option
Shares and not with a view to, or for resale in connection with, any
distribution of the Option Shares or any portion thereof;

(b) Optionee is not acquiring the Option Shares based upon any
representation, oral or written, by any person with respect to the future value
of, or income from, the Option, but rather upon an independent examination and
judgment as to the prospects of the Company;

(c) Optionee has received a copy of the Plan, is familiar with the
business and affairs of the Company, and realizes that the receipt of the
Option Shares is a speculative investment and that any possible profit
therefrom is uncertain;

(d) Optionee has had the opportunity to ask questions of and
receive answers from the Company and any person acting on its behalf and to
obtain all information available with respect to the Plan, the Company and its
affairs, and has received all information and data with respect to the Plan and
the Company that he has requested and which he has deemed relevant in
connection with his receipt of the Option and the Option Shares subject
thereto;

(e) Optionee is able to bear the economic risk of the investment,
including the risk of a complete loss of his investment, and Optionee
acknowledges that he must continue to bear the economic risk of the investment
in the Option Shares received upon Option exercise for an indefinite period;

(f) Optionee understands and agrees that the Option Shares subject
to the Option may be issued and sold to Optionee without registration under any
state or federal law relating to the registration of securities for sale, and
in that event will be issued and sold in reliance on exemptions from
registration under appropriate state and federal laws;

(g) The Option Shares issued to Optionee upon exercise of the
Option will not, subject to any other applicable restrictions set forth in the
Plan or the Agreement, be offered for sale, sold or transferred by Optionee
other than pursuant to:

(1) an effective registration under applicable state
securities laws or in a transaction which is otherwise in compliance with those
laws;

EXHIBIT A to Stock Option Agreement -2-
22

(2) an effective registration under the Securities Act of
1933 (the "1933 Act"), or a transaction otherwise in compliance with the 1933
Act; and

(3) evidence satisfactory to the Company of compliance
with the applicable securities laws.

The Company shall be entitled to rely upon an opinion of counsel satisfactory
to it with respect to the compliance with the foregoing laws.

(h) The Company will be under no obligation to register the Option
Shares issuable pursuant to the Option or to comply with any exemption
available for sale of the Option Shares by the Optionee without registration,
and the Company is under no obligation to act in any manner so as to make Rule
144 promulgated under the 1933 Act available with respect to sale of the Option
Shares by the Optionee.

(i) A legend indicating that the Option Shares issued pursuant to
the Option has not been registered under the applicable securities laws and
referring to any applicable restrictions on transferability and sale of the
Option Shares may be placed on the certificate or certificates delivered to
Optionee and any transfer agent of the Company may be instructed to require
compliance therewith;

As soon as the stock certificate is registered in my name, please
deliver it to me at the above address.

Very truly yours,

----------------------------------------
Legal Signature

AGREED TO AND ACCEPTED

MELITA INTERNATIONAL CORPORATION

By:
-----------------------------
Title:
--------------------------
Number of Shares Exercised:
-----
Number of Shares Remaining: DATE:
----- -----------------------

EXHIBIT A to Stock Option Agreement -3-
23

EXHIBIT B

NOTICE OF WITHHOLDING ELECTION

Name
--------------------------
Address
-----------------------

------------------------------
Date
--------------------------
Social Security No.
-----------

Melita International Corporation
Attention: President
5051 Peachtree Corners Circle
Norcross, Georgia USA 30092-2500

This election relates to the Option defined in Paragraph 3 below. I
hereby certify that:

(1) My correct name and social security number and my current
address are set forth at the end of this document.

(2) I am (check one, whichever is applicable).

[ ] the original recipient of the Option.

[ ] the legal representative of the estate of the
original recipient of the Option.

[ ] a legatee of the original recipient of the Option.

[ ] the legal guardian of the original recipient of the
Option.

(3) The Option pursuant to which this election is made is dated
_________________ and was issued under the Melita International Corporation
1992 Stock Option Agreement dated the ___ day of ________________, 19__ (the
"Agreement") in the name of _________________ for ________ Shares. This
election relates to __________ Shares issuable upon whole or partial
exercise(s) of the Option (the "Option Shares"); provided that the numbers set
forth above shall be deemed changed as appropriate to reflect stock splits and
other adjustments contemplated by the applicable Agreement provisions.

(4) In connection with any future exercise of the Option with
respect to the Option Shares, I hereby elect to have certain of the Option
Shares issuable pursuant to the exercise withheld by the Company for the
purpose of having the value of the Option Shares applied to pay federal, state,
and local, if any, taxes arising from the exercise. The Option Shares to be
withheld shall have, as of the Tax Date applicable to the exercise, a fair
market value equal to the minimum statutory tax withholding requirement under
federal, state, and local law in connection with the exercise.

EXHIBIT B to Stock Option Agreement
24

(5) This Withholding Election is made prior to the Tax Date and is
otherwise made pursuant to Section 2 of the Agreement.

(6) I understand that this Withholding Election may not be
revised, amended or revoked by me but is subject to the disapproval of the
Board of Directors.

(7) I further understand that, if this Withholding Election is not
disapproved by the Board of Directors, the Company shall withhold from the
Option Shares a number of Option Shares having the value specified in Paragraph
4 above.

(8) The Agreement has been made available to me by the Company, I
have read and understand the Agreements and I have no reason to believe that
any of the conditions therein to the making of this Withholding Election have
not been met. Capitalized terms used in this Notice of Withholding Election
without definition shall have the meanings given to them in the Agreement.

Very truly yours,

----------------------------------
Legal Signature

AGREED TO AND ACCEPTED

MELITA INTERNATIONAL CORPORATION

By:
-----------------------------
Title:
--------------------------
Number of Shares Exercised:
-----
Number of Shares Remaining: Date:
----- ---------------------

EXHIBIT B to Stock Option Agreement -2-
25

SECOND AMENDMENT TO
1992 DISCOUNTED STOCK OPTION PLAN

THIS SECOND AMENDMENT (this "Amendment") to the 1992 Discounted
Stock Option Plan, as amended (the "Plan"), is made and entered as of
the 1st day of March, 1997, by Melita International Corporation (the
"Company").

WHEREAS, the Company desires to correct a provision of the Plan
which would otherwise result in unfavorable accounting consequences to
the Company following its initial public offering;

NOW, THEREFORE, the Company hereby amends the Plan as follows:

1. The first sentence Section 7(a) of the Additional Terms and
Conditions of the Plan is hereby amended to read as follows:

(a) At all times prior to the closing of an initial public offering
of Common Stock, but not thereafter, the Company shall have the right to
repurchase from the Optionee all Option Shares.

2. Except as specifically amended hereby, the Plan shall remain in
full force and effect. Nevertheless, this Amendment shall be deemed to
modify the terms and conditions of all existing options granted under
the Plan.

IN WITNESS THEREOF, this Amendment is executed on behalf of the
Company as of the date first written above.

MELITA INTERNATIONAL CORPORATION

By: /s/ Aleksander Szlam
------------------------------------
Aleksander Szlam
Chairman of the Board and
Chief Executive Officer