On July 1, 1996,  the Board of  Directors  approved a proposal to amend
the Company's  1994 Stock Option Plan (the "1994 Plan"),  subject to approval by
the  Company's  stockholders,  to increase  the number of shares of common stock
that may be issued pursuant to the 1994 Plan from 343,125 to 543,125 shares. The
proposal was approved at the Annual Meeting of  Stockholders  held on August 27,
1996.
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