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                                                     EXHIBIT 10(b)


The following amendment was made to the Registrant's 1988 Stock
Option Plan:

  Section 6(e) was amended by adding the following paragraph at
  the end thereof:

      The Committee may, with the consent of the Optionee, cancel
      any outstanding Option in consideration of a cash payment
      in an amount not in excess of the difference between the
      aggregate Fair Market Value (on the date of purchase) of
      the shares subject to the Option and the aggregate Option
      price of such shares.



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