DATE) * * * INCENTIVE STOCK OPTION AGREEMENT * * * * * *AWARD AGREEMENT * * * PERSONAL AND CONFIDENTIAL Dear : I am pleased to confirm that, pursuant to the terms and provisions of the Trion, Inc. 1995 Incentive Stock Option Plan (the "1995 Plan"),...

                                EXHIBIT 10.14 


                                                           (DATE)



               * * * INCENTIVE STOCK OPTION AGREEMENT * * *
                       * * *AWARD AGREEMENT * * *


PERSONAL AND CONFIDENTIAL



Dear :

I am pleased to confirm that, pursuant to the terms and provisions of the
Trion, Inc. 1995 Incentive Stock Option Plan (the "1995 Plan"), the Board of
Directors has granted you an incentive stock option as defined in the Plan. 
This option is intended to be an "incentive stock option" under Section 422A
of the Internal Revenue Code.

This agreement between you and Trion, Inc., entered into and effective (DATE),
is subject to all the terms and conditions set forth in the "1995 Plan", a
reference copy of which is enclosed.

With respect to Article VI of the 1995 Plan (Options):

     6.01(a) - Your option right is for _____ shares of Trion, Inc. common 
          stock; 

     6.01(b) - The fair market value as quoted by NASDAQ at the close of 
          trading on (DATE),  was $X,XXX per share;

     6.03(a) - The term of this option is XXX years from (DATE);

     6.03(a) - This option may be exercised only (indicate vesting schedule).

     6.04(b) - Payment for shares will be due (indicate method of payment);
and
            
By the execution of this Agreement and the acceptance of the stock option
hereby granted, you agree that you have none of the rights or privileges of a
shareholder of the Company in respect of any of the shares issuable under the
stock option, and will not acquire the status of a shareholder of the Company
or any rights or privileges as such unless and until certificates representing
such shares shall have been issued and delivered to you.

The grant and exercise of rights hereunder and the obligation of the Company
to sell and deliver shares under the stock option hereby granted shall be
subject to all applicable laws, rules and regulations and to such approvals by
governmental agencies as may be required.

This agreement is delivered to you in two counterparts.  Kindly complete the
acceptance in the space below provided in both of such counterparts, retain
one for your file, and return the other to me, whereupon this letter shall
constitute an Incentive Stock Option Agreement between you and the Company all
on the terms above provided, and shall be binding upon and inure to the
benefit of any successor or successors of the Company and your personal
representatives.

Very truly yours,

TRION, INC.



Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer

SLS/gh
Enclosures:  copy of Trion, Inc. 1995 Incentive Stock Option Plan;
             copy of Trion, Inc. 1995 Stock Incentive Plan Information For
              Participants

ACCEPTED AND AGREED ON

This _____ day of _______________, 199___


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