1. Section 11 of the Plan is amended by adding the following
after the last sentence of the paragraph:
11. TRANSFERABILITY OF OPTIONS
Notwithstanding the foregoing, an optionee may transfer non-qualified
Options granted under this Plan to the optionees spouse or children or to a
trust for the benefit of the optionee or the optionees spouse
2. Except as modified hereby, the Plan is hereby ratified and
confirmed in all respects.
By: \s\ Anthony J. Medaglia, Jr.
Adopted by the Board of Directors:
December 16, 1997