PEOPLESOFT INC, S-8, 1999-05-06

PEOPLESOFT INC
S-8, 1999-05-06
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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999
REGISTRATION NO. 333-_____________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------

PEOPLESOFT, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 68-0137069
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)

4460 HACIENDA DRIVE
PLEASANTON, CALIFORNIA 94588
(Address of Principal Executive Offices) (Zip Code)

----------------------

TRIMARK TECHNOLOGIES, INC. 1998 DIRECTOR AND EXECUTIVE OFFICER NON-STATUTORY
STOCK OPTION PLAN

TRIMARK TECHNOLOGIES, INC. 1995 DIRECTOR AND EXECUTIVE OFFICER STOCK OPTION PLAN

TRIMARK TECHNOLOGIES, INC. 1995 EMPLOYEES AND CONSULTANTS STOCK OPTION PLAN

TRIMARK TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN
(Full title of the Plans)

----------------------

DAVID A. DUFFIELD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PEOPLESOFT, INC.
4460 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
(Name and Address of Agent for Service)

(925) 694-3000
(Telephone number, including area code, of agent for service)

----------------------

<PAGE> 2
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered (1) per Share (2) Offering Price (2) Registration Fee
- ---------------------- -------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>

Common Stock, par value 596,750 shares $ 13.75 $ 8,205,313 $ 1,881
$.01 per share
</TABLE>

(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the TriMark Technologies, Inc.
1998 Director and Executive Officer Non-Statutory Stock Option Plan,
1995 Director and Executive Officer Stock Option Plan, 1995 Employees
and Consultants Stock Option Plan, and the 1993 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of
PeopleSoft, Inc. Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the maximum
offering price per share as such options may be exercised.

<PAGE> 3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

PeopleSoft, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998;

(b) The description of the Registrant's Common Stock to
be offered hereby contained in the Registrant's
Registration Statement on Form 8-A dated October 7,
1992, filed pursuant to Section 12(g) of the Exchange
Act including any amendment or report filed for the
purpose of updating such description.

(d) The description of the Registrant's Preferred Share
Purchase Rights contained in its Registration
Statement on Form 8-A/A filed with the Commission on
March 25, 1998 including any amendment or report
filed for the purpose of updating such description.

All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933 ( the "1933 Act"). Article
XIII of the Registrant's currently effective Certificate of Incorporation and
Article VI of

<PAGE> 4
the Registrant's Bylaws provide for indemnification of its directors, officers,
employees and other agents. In addition, the Registrant has entered into
indemnification agreements with its officers and directors.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statements on Form 8-A which are
incorporated herein by reference pursuant to Items 3(b) and
(c).

5 Opinion and consent of Gibson, Dunn & Crutcher LLP.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

23.2 Consent of Gibson, Dunn & Crutcher is contained in Exhibit 5.

24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.

99.1 TriMark Technologies, Inc. 1998 Director and Executive Officer
Non-Statutory Stock Option Plan and forms of option agreements
thereunder

99.2 TriMark Technologies, Inc. 1995 Director and Executive Officer
Stock Option Plan (as amended) and forms of option agreements
thereunder

99.3 TriMark Technologies, Inc. 1995 Employees and Consultants
Stock Option Plan and forms of option agreements thereunder

99.4 TriMark Technologies, Inc. 1993 Stock Option Plan (as amended)
and form of option agreement thereunder
</TABLE>

Item 9. Undertaking

A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering

II-2
<PAGE> 5
thereof, and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the following TriMark Technologies, Inc. stock option plans: 1998
Director and Executive Officer Non-Statutory Stock Option Plan, 1995 Director
and Executive Officer Stock Option Plan (as amended), 1995 Employees and
Consultants Stock Option Plan, and 1993 Stock Option Plan (as amended).

B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

II-3
<PAGE> 6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pleasanton, State of California, on this 6th day
of May, 1999.

PEOPLESOFT, INC.

By: /s/ Alfred J. Castino
---------------------------------------
Alfred J. Castino

Senior Vice President, Finance and
Administration, and Chief Financial
Officer (Principal Financial and
Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of PeopleSoft, Inc., a Delaware
corporation, do hereby constitute and appoint David A. Duffield, Alfred J.
Castino and Robert D. Finnell, and each of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

II-4
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE

<S> <C> <C>
/s/ David A. Duffield Chairman of the Board of Directors, May 6, 1999
- ----------------------------------
David A. Duffield President and Chief Executive Officer
(Principal Executive Officer)

/s/ Alfred J. Castino Senior Vice President of Finance, May 6, 1999
- -----------------------------------
Alfred J. Castino Chief Financial Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)

/s/ Aneel Bhusri Vice Chairman of the Board of Directors May 6, 1999
- -----------------------------------
Aneel Bhusri

/s/ A. George "Skip" Battle Director May 6, 1999
- -----------------------------------
A. George "Skip" Battle

/s/ Edgar F. Codd Director May 6, 1999
- -----------------------------------
Edgar F. Codd

/s/ Albert W. Duffield Director May 6, 1999
- -----------------------------------
Albert W. Duffield

/s/ George J. Still, Jr. Director May 6, 1999
- -----------------------------------
George J. Still, Jr.

/s/ Cyril J. Yansouni Director May 6, 1999
- -----------------------------------
Cyril J. Yansouni
</TABLE>

II-5
<PAGE> 8
EXHIBIT INDEX

Exhibit
Number Exhibit

4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statements on Form 8-A which are
incorporated herein by reference pursuant to Items 3(b) and
(c).

5 Opinion and consent of Gibson, Dunn & Crutcher LLP.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

23.2 Consent of Gibson, Dunn & Crutcher LLP is contained in
Exhibit 5.

24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.

99.1 TriMark Technologies, Inc. 1998 Director and Executive Officer
Non-Statutory Stock Option Plan and forms of option agreements
thereunder

99.2 TriMark Technologies, Inc. 1995 Director and Executive Officer
Stock Option Plan (as amended) and forms of option agreements
thereunder

99.3 TriMark Technologies, Inc. 1995 Employees and Consultants
Stock Option Plan and forms of option agreements thereunder

99.4 TriMark Technologies, Inc. 1993 Stock Option Plan (as amended)
and form of option agreement thereunder

<PAGE> 1
EXHIBIT 5

May 6, 1999

(650) 849-5300 C 72711-00010

PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, CA 94588

Re: Registration Statement on Form S-8 of PeopleSoft, Inc.

Ladies and Gentlemen:

We refer to the registration statement on Form S-8 ("Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), filed by PeopleSoft, Inc., a Delaware corporation (the "Company"), with
respect to the proposed offering by the Company of up to 596,750 shares (the
"Shares") of the common stock of the Company, $.01 par value per share (the
"Common Stock"), under the TriMark Technologies, Inc. 1998 Director and
Executive Officer Non-Statutory Stock Option Plan, the 1995 Director and
Executive Officer Stock Option Plan, the 1995 Employees and Consultants Stock
Option Plan, and the 1993 Stock Option Plan (collectively, the "Plans").

We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.

Based on our examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Company of the Shares has been duly authorized for issuance and (ii) when issued
in accordance with the terms of the Plans, the Shares will be duly and validly
issued, fully paid and non-assessable shares of Common Stock.

We are admitted to practice in the State of California, and are not admitted to
practice in the State of Delaware. However, for the limited purposes of our
opinion set forth above, we are generally familiar with the General Corporation
Law of the State of Delaware (the "DGCL") as presently in effect and have made
such inquiries as we consider necessary to render this opinion with respect to a
Delaware corporation. This opinion letter is limited to the laws of the State of

<PAGE> 2
California and, to the limited extent set forth above, the DGCL, as such laws
presently exist and to the facts as they presently exist. We express no opinion
with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.

Very truly yours,

GIBSON, DUNN & CRUTCHER LLP

LC/GTD/brg

<PAGE> 1
EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Trimark Technologies, Inc. 1998 Director and Executive
Officer Non-Statutory Stock Option Plan, the Trimark Technologies, Inc. 1995
Director and Executive Officer Stock Option Plan, the Trimark Technologies, Inc.
1995 Employees and Consultants Stock Option Plan, and the Trimark Technologies,
Inc. 1993 Stock Option Plan of our report dated January 26, 1999 with respect to
the consolidated financial statements of PeopleSoft, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1998 filed with the
Securities and Exchange Commission.

ERNST & YOUNG LLP

Walnut Creek, California
May 6, 1999

<PAGE> 1
EXHIBIT 99.1

TRiMARK TECHNOLOGIES, INC.

1998 DIRECTOR AND EXECUTIVE OFFICER

NON-STATUTORY STOCK OPTION PLAN

1. PURPOSE.

The purpose of this TRiMARK Technologies, Inc. (the "Company") 1998
Director and Executive Officer Non-Statutory Stock Option Plan (the "Plan") is
to advance the interests of the Company and its shareholders by providing those
directors and executive officers of the Company and its Affiliates, upon whose
judgment, initiative and efforts the successful conduct of the business of the
Company and its Affiliates largely depends, with additional incentive to perform
in a superior manner. A purpose of the Plan is also to attract people of
experience and ability to the service of the Company and its Affiliates.

2. DEFINITIONS.

(a) "Affiliate" means (i) a member of a controlled group of
corporations of which the Company is a member or (ii) an unincorporated trade or
business which is under common control with the Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).

(b) "Award" means a grant of Non-statutory Stock Options under the
provisions of this Plan.

(c) "Board of Directors" or "Board" means the board of directors
of the Company or any duly authorized committee thereof.

(d) "Common Stock" means the common stock of the Company.

(e) "Date of Grant" means the date an Award is effective pursuant
to the terms hereof.

(f) "Director" means a member of the Board.

(g) "Disability" means the permanent and total inability by reason
of mental or physical infirmity, or both, of a Participant to perform the work
customarily assigned to the Participant. Additionally, a medical doctor selected
or approved by the Board must advise the Board that it is either not possible to
determine when such Disability will terminate or that it

<PAGE> 2
appears probable that such Disability will be permanent during the remainder of
said Participant's lifetime.

(h) "Executive Officer" means the president, any vice president in
charge of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy making
function, or any other person who performs similar policy making functions for
the Company.

(i) "Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the fair market value as determined in good
faith by the Board.

(j) "Non-statutory Stock Option" or "Option" means an option to
purchase Common Stock granted to an Executive Officer or Director pursuant to
Section 7 of this Plan.

(k) "Participant" means an Executive Officer or Director of the
Company or its Affiliates chosen by the Board to participate in the Plan.

(l) "Plan Year(s)" means a calendar year or years commencing on or
after January 1, 1998.

3. ADMINISTRATION.

The Plan shall be administered by the Board. The Board is authorized,
subject to the provisions of the Plan, to establish such rules and regulations
as it sees necessary for the proper administration of the Plan and to make
whatever determinations and interpretations in connection with the Plan it sees
as necessary or advisable. All determinations and interpretations made by the
Board shall be binding and conclusive.

4. TYPE OF AWARD.

Awards under the Plan to Directors and Executive Officers may only be
granted as Non-statutory Stock Options.

5. OPTIONS AVAILABLE PURSUANT TO THE PLAN.

Subject to adjustment as provided in Section 13, the maximum number of
options granted under the Plan shall be 800,000 Non-statutory Stock Options.
These options may be granted with respect to shares of Common Stock which are
either authorized but unissued shares or shares previously issued and reacquired
by the Company. To the extent that options are granted under the Plan, such
options will be unavailable for future grants under the Plan except that, to the
extent that options granted under the Plan terminate, expire or are canceled
without having been exercised, such options may be reissued.

6. ELIGIBILITY.

Executive Officers and Directors shall be eligible to receive
Non-statutory Stock Options under the Plan.

<PAGE> 3
7. NON-STATUTORY STOCK OPTIONS.

7.1 Grant of Non-statutory Stock Options.

The Board may, from time to time, grant Non-statutory Stock Options to
Executive Officers and Directors upon such terms and conditions as the Board may
determine.

(a) Terms of Non-Statutory Options. Non-statutory Stock Options
granted under this Plan are subject to the following terms and conditions:

(i) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Non-statutory Stock Option shall be
determined on the date the option is granted by the Board. Shares may be
purchased only upon full payment of the purchase price. Payment of the purchase
price may be made, in whole or in part, through the surrender of shares of the
Common Stock of the Company at the Fair Market Value of such shares on the date
of surrender determined in the manner described in Section 2(i) of the Plan.

(ii) Terms of Options. The term during which each
Non-statutory Stock Option may be exercised shall be five years from the Date of
Grant, or such shorter period determined by the Board as of the Date of Grant.
The Board shall determine the date on which each Non-statutory Stock Option
shall become exercisable and may provide that a Non-statutory Stock Option shall
become exercisable in installments. The shares comprising each installment may
be purchased in whole or in part at any time after such installment becomes
purchasable. The Board may, in its sole discretion, accelerate the time at which
any Non-statutory Stock Option may be exercised in whole or in part.

(iii) Termination of Service. Upon the termination of a
Participant's service for any reason other than Disability or death, the
Participant's Non-statutory Stock Options shall expire upon termination. In the
event of the death or Disability of any Participant, all Non-statutory Stock
Options held by the Participant, whether or not vested at such time, shall be
exercisable by the Participant or the legal representatives or beneficiaries of
the Participant for one year or such longer period as determined by the Board
following the date of the Participant's death or cessation of service due to
Disability, provided that in no event shall the period extend beyond the
expiration of the Non-statutory Stock Option term.

8. SURRENDER OPTION.

In the event of a Participant's termination of employment as a result
of death, Disability or retirement, the Participant (or the Participant's legal
representative(s), heir(s), or devisee(s)) may, in a form acceptable to the
Board make application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Company of an amount equal
to the difference between the Fair Market Value of the Common Stock on the date
of termination and the exercise price per share of the option on the Date of
Grant. Whether the Board accepts such application or determines to make payment,
in whole or part, is within its absolute and sole discretion, it being expressly
understood that the Board is under no obligation to any Participant whatsoever
to make such payments. In the event that the Board accepts such application and
the
<PAGE> 4
Company determines to make payment, such payment shall be in lieu of the
exercise of the underlying option and such option shall cease to be exercisable.

9. RIGHTS OF A SHAREHOLDER; NON-TRANSFERABILITY.

No Participant shall have any rights as a shareholder with respect to
any shares covered by a Non-statutory Stock Option until the date of issuance of
a stock certificate for such shares. Nothing in this Plan or in any Award
granted confers on any person any right to continue in the employ of the Company
or its Affiliates or to continue to perform services for the Company or its
Affiliates or interferes in any way with the right of the Company or its
Affiliates to terminate a Participant's services as an Executive Officer or
Director at any time.

No Award under the Plan shall be transferable by the Participant other
than by will or the laws of descent and distribution. Each option granted
hereunder may be only exercised during the Participant's lifetime by the
Participant or by a guardian or legal representative as set forth herein.

10. AGREEMENT WITH GRANTEES.

Each Award of Options will be evidenced by a written agreement,
executed by the Participant and the Company or its Affiliates which describes
the conditions for receiving the Awards including the date of Award, the
purchase price if any, applicable periods, and any other terms and conditions as
may be required by applicable securities law.

11. DESIGNATION OF BENEFICIARY.

A Participant may, with the consent of the Board, designate a person or
persons to receive, in the event of death, any stock option to which the
Participant would then be entitled. Such designation will be made upon forms
supplied by and delivered to the Company and may be revoked in writing. If a
Participant fails effectively to designate a beneficiary, then the Participant's
estate will be deemed to be the beneficiary.

12. DILUTION AND OTHER ADJUSTMENTS.

In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such
outstanding shares without receipt or payment of consideration by the Company,
the Board will make such adjustments to previously granted Awards, to prevent
dilution or enlargement of the rights of the Participant, including any or all
of the following:

(a) adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded under the Plan;

(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan; and

<PAGE> 5
(c) adjustments in the purchase price of outstanding Non-statutory
Stock Options.

No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award. Nothing
herein shall be construed to require any adjustment in the event the Company
pays cash dividends on the Common Stock.

13. WITHHOLDING.

There may be deducted from each distribution of cash and/or Common
Stock under the Plan the amount of tax required by any governmental authority to
be withheld.

14. SHAREHOLDERS AGREEMENT.

All Common Stock issued pursuant to this Plan shall be subject to the
Shareholders Agreement which now exists or may hereafter be entered into with
respect to the Company's Common Stock. Prior to issuance of any Common Stock
pursuant to this Plan, the Participant shall execute such documents as are
necessary in the opinion of counsel for the Company to make the Participant
subject to any such Shareholders Agreement with respect to such Common Stock.

15. AMENDMENT OF THE PLAN.

The Board may at any time, and from time to time, modify or amend the
Plan in any respect.

No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award.

16. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as of __________, 1998, the date of its
adoption by the Board.

17. TERMINATION OF THE PLAN.

The right to grant Awards under the Plan will terminate upon the
earlier of five (5) years after the effective date of the Plan or the issuance
of Common Stock or the exercise of options equivalent to the maximum number of
shares reserved under the Plan as set forth in Section 5. The Board of Directors
has the right to suspend or terminate the Plan at any time. No termination
shall, without the consent of a Participant, adversely affect such individual's
rights under a previously granted Award.

18. APPLICABLE LAW.

The Plan will be administered in accordance with the laws of the State
of Illinois to the extent not preempted by federal law as now or hereafter in
effect.

<PAGE> 6
- --------------------------- ------------------------------
Date Adopted (Signature)
Title

------------------------------
Secretary

<PAGE> 7
TRiMARK TECHNOLOGIES, INC.

1998 DIRECTOR AND EXECUTIVE OFFICER

STOCK OPTION PLAN

STOCK OPTION AGREEMENT

THIS AGREEMENT effective as of __________________ (hereinafter
referred to as the "Grant Date") by and between TRiMARK Technologies, Inc.
(hereinafter referred to as the "Company") and __________________________
(hereinafter referred to as the "Optionee");

PREMISES:

The Company has adopted the TRiMARK Technologies, Inc. 1998
Director and Executive Officer Stock Option Plan (hereinafter referred to as the
"Plan") to permit options to purchase shares of the Company's common stock
(hereinafter referred to as "Stock"), to be granted to certain Directors and
Executive Officers of the Company and its Affiliates; and

The Optionee is a Director and/or an Executive Officer of the
Company or an Affiliate and such corporation wishes to retain Optionee in such
capacity by providing Optionee a means to acquire and/or increase his or her
proprietary interest in the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually covenant
and agree as follows:

l. Grant of Options. Subject to the terms and conditions of the
Plan, a copy of which is attached hereto and made a part hereof, and this
Agreement, the Company grants to the Optionee the options to purchase from the
Company all or any part of an aggregate number of ________ shares of Stock
(hereinafter such shares of Stock are referred to as the "Optioned Shares" and
the options to purchase the Optioned Shares are referred to as the "Options").
Options to purchase all shares shall be Non-Statutory Stock Options.

2. Option Exercise Price. The price to be paid for the Optioned
Shares shall be _______________ ($____) per share.

3. Vesting. The Optionee may only exercise Options to the extent
such Options are vested at the time the Options are exercised. The schedule for
vesting of Options is as follows:

Percentage of Granted Options
Date which are Vested
---- -----------------------------

<PAGE> 8
4. Minimum Exercise Amount. The minimum number of Options which
may be exercised at one time shall be 100 or, if less are outstanding, the
remaining vested Options.

5. Expiration of Options. None of the Optioned Shares may be
purchased after _________________ (which date shall not be more than five (5)
years from the Grant Date).

6. Exercise of Options. An Option may be exercised only by
written notice, delivered or mailed by postpaid, registered or certified mail
addressed to the President and Chief Executive Officer of the Company specifying
the number of Optioned Shares being purchased. Such notice shall be accompanied
by payment in cash or its equivalent of the entire purchase price of the
Optioned Shares being purchased, by tendering previously acquired shares of
Stock having a Fair Market Value equal to the entire purchase price of the
Optioned Shares being purchased, or by any combination of cash and Stock in
which the cash or its equivalent paid and the Fair Market Value of the Stock
tendered is equal to the entire purchase price of the Optioned Shares being
purchased.

Shares of Stock tendered shall be duly endorsed in blank or accompanied
by stock powers duly endorsed in blank. Upon receipt of the payment of the
entire purchase price of the Optioned Shares so purchased, certificates for such
Optioned Shares shall be issued to the Optionee. The Optioned Shares so
purchased shall be fully paid and nonassessable. Such Optioned Shares shall bear
a legend restricting their transferability in substantially the following form:

"Transfer of the securities evidenced by this certificate is not valid
except to the extent that such transfer has complied with the
provisions regarding transfer contained in a Shareholder Agreement,
dated as of May 14, 1996, as may be amended from time to time. A copy
of the Shareholder Agreement, which imposes various restrictions upon
the holder of this certificate, is available to interested parties for
inspection at the offices of the Company."

"The securities evidenced by this certificate have not been registered
under the Securities Act of 1933, as amended, or the securities laws of
any state, but have been issued in reliance upon exemptions therefrom.
The securities may not be offered, sold, pledged or otherwise
transferred without registration under the Act or the opinion of
counsel satisfactory to the corporation that an exemption from
registration is available or that such transfer may otherwise lawfully
be made."

7. Surrender of Options. A Participant who terminates work for
which the Director was engaged as a result of death, Disability or normal
retirement may make application to surrender all or part of the Options held by
such Participant in exchange for a cash payment. Acceptance of such application
by the Board is within the Board's absolute and sole discretion.

8. Termination of Optionee. (a) If the Optionee ceases to be a
Director and/or an Executive Officer of the Company or an Affiliate for any
reason other than Disability of death, the Option shall expire on termination.

<PAGE> 9
(b) If the Optionee ceases to be a Director and/or an
Executive Officer of the Company or an Affiliate for reasons of Disability or
death, the Options may be exercised, to the extent otherwise exercisable at the
date of Optionee's Disability or death, in whole or in part, within one year
after the date of Disability or death and not thereafter, by the person or
persons entitled to do so under the Optionee's will or, if the Optionee shall
fail to make a testamentary disposition of the Options or shall die intestate,
by the Optionee's legal representative or representatives.

9. Optionee's Rights as Shareholder. The Optionee shall not be
deemed for any purposes to be a shareholder of the Company and shall not have
any shareholder privileges with respect to any Optioned Shares except to the
extent that the Option shall have been exercised with respect thereto and a
stock certificate issued therefor. All rights as a holder of the stock shall be
subject to the Company's Shareholders Agreement. Optionee shall execute such
documents as are reasonably necessary in the opinion of the Company's counsel to
make the Optionee subject to the Shareholders Agreement with respect to the
Optioned Shares.

10. Withholding. The Company may require as a condition precedent
to the issuance or transfer of any shares of Stock upon exercise of any Options
that the Optionee make such arrangements as the Board or its designee may
require for the satisfaction of any federal, state or local withholding tax
obligations that may arise in connection with the exercise of the Options. If
the amount so requested is not paid, the Company may refuse to issue or transfer
shares of Stock upon exercise of the Options.

11. Nontransferability of Options. The Options herein granted
shall not be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and may be exercised during the life of the Optionee
only by the Optionee.

12. Dilution and Other Adjustments. The existence of the Options
herein granted shall not affect in any way the right or power of the Company or
its shareholders to make or authorize any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares, or other similar corporate change, or other increase or
decrease in such shares without receipt or payment of consideration by the
Company; provided, however, that the Board will make such adjustments to
previously granted Awards, to prevent dilution or enlargement of the rights of
the Participant as provided in the Plan. Nothing herein shall be construed to
require an adjustment in the event the Company pays cash dividends.

13. Definitions. The definition of any term not defined in this
Agreement shall be defined as such term is defined in the Plan.

<PAGE> 10
determined in good faith by the Board in its sole discretion, and any such
interpretation by the Board of the terms of this Agreement or the Plan shall be
final, binding, and conclusive.

15. Professional Advice. The acceptance and exercise of the
Options and the sale of Stock issued pursuant to exercise of the Options may
have consequences under federal and state tax and securities laws which may vary
depending on the individual circumstances of the Optionee. Accordingly, the
Optionee acknowledges that the Optionee has been advised to consult his or her
personal legal and tax advisor in connection with this Agreement and his or her
dealing with respect to the Options or the Stock and has received no advice from
the Company in connection therewith.

IN WITNESS WHEREOF, the Company has caused this instrument to
be executed by its duly authorized officers, and the Optionee has hereunto
affixed his or her hand and seal, the day and year first above written.

TRiMARK TECHNOLOGIES, INC.

______________________ By:_________
Optionee President and
Chief Executive Officer

Attest:_______________

<PAGE> 1
EXHIBIT 99.2

TRiMARK TECHNOLOGIES, INC.
1995 DIRECTOR AND EXECUTIVE OFFICER STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1997)

1. PURPOSE.

The purpose of this TRiMARK Technologies, Inc. (the "Company") Director
and Executive Officer 1995 Stock Option Plan (the "Plan") is to advance the
interests of the Company and its shareholders by providing those directors and
executive officers of the Company and its Affiliates, upon whose judgment,
initiative and efforts the successful conduct of the business of the Company and
its Affiliates largely depends, with additional incentive to perform in a
superior manner. A purpose of the Plan is also to attract people of experience
and ability to the service of the Company and its Affiliates.

2. DEFINITIONS.

(b) "Award" means a grant of Non-statutory Stock Options or
Incentive Stock Options under the provisions of this Plan.

(c) "Board of Directors" or "Board" means the board of directors
of the Company or any duly authorized committee thereof.

(d) "Common Stock" means the common stock of the Company.

(e) "Date of Grant" means the date an Award is effective pursuant
to the terms hereof.

(f) "Director" means a member of the Board.

(g) "Disability" means the permanent and total inability by reason
of mental or physical infirmity, or both, of Participant to perform the work
customarily assigned to the Participant. Additionally, a medical doctor selected
or approved by the Board must advise the Board that it is either not possible to
determine when such Disability will terminate or that it appears probable that
such Disability will be permanent during the remainder of said Participant's
lifetime.

<PAGE> 2
(h) "Executive Officer" means the president, any vice president in
charge of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy making
function, or any other person who performs similar policy making functions for
the Company.

(i) "Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the fair market value as determined in good
faith by the Board.

(j) "Incentive Stock Option" means an Option granted by the Board
to an Executive Officer, which Option is designed as an Incentive Stock Option
pursuant to Section 8 of this Plan.

(k) "Non-statutory Stock Option" means an Option granted to an
Executive Officer or Director and which is not an Incentive Stock Option.

(l) "Option" means an Award granted under Section 7 or Section 8
of this Plan.

(m) "Participant" means an Executive Officer or Director of the
Company or its Affiliates chosen by the Board to participate in the Plan.

(n) "Plan Year(s)" means a calendar year or years commencing on or
after January 1, 1995.

3. ADMINISTRATION.

4. TYPES OF AWARDS.

Awards under the Plan to Directors may be granted as Non-statutory
Stock Options. Awards under the Plan to Executive Officers may be granted in any
one or a combination of:

(a) Non-statutory Stock Options;

(b) Incentive Stock Options; and

as defined in Sections 7 and 8 of the Plan.

<PAGE> 3
5. OPTIONS AVAILABLE PURSUANT TO THE PLAN.

Subject to adjustment as provided in Section 13, the maximum number of
options granted under the Plan shall be 10,000 Incentive Stock Options and
1,950,000 Nonstatutory Stock Options. These options may be granted with respect
to shares of Common Stock which are either authorized but unissued shares or
shares previously issued and reacquired by the Company. To the extent that
options are granted under the Plan, such options will be unavailable for future
grants under the Plan except that, to the extent that options granted under the
Plan terminate, expire or are canceled without having been exercised, such
options may be reissued.

6. ELIGIBILITY.

Executive Officers shall be eligible to receive Incentive Stock Options
and Non-statutory Stock Options under the Plan. Directors shall be eligible to
receive Non-statutory Stock Options under the Plan.

7. NON-STATUTORY STOCK OPTIONS.

7.1 Grant of Non-statutory Stock Options.

The Board may, from time to time, grant Non-statutory Stock Options to
Executive Officers and Directors and, upon such terms and conditions as the
Board may determine, grant Non-statutory Stock Options in exchange for and upon
surrender of previously granted Awards under this Plan.

(a) Terms of Non-Statutory Options. Non-statutory Stock Options
granted under this Plan are subject to the following terms and conditions:

(ii) Terms of Options. The term during which each
Non-statutory Stock Option may be exercised shall be 10 years from the Date of
Grant, or such shorter period determined by the Board as of the Date of Grant.
The Board shall determine the date on which each Non-statutory Stock Option
shall become exercisable and may provide that a Non-statutory Stock Option shall
become exercisable in installments. The shares comprising each installment may
be purchased in whole or in part at any time after such installment becomes
purchasable. The Board may, in its sole discretion, accelerate the time at which
any Non-statutory Stock Option may be exercised in whole or in part.

<PAGE> 4
(iii) Termination of Service. Upon the termination of a
Participant's service for any reason other than Disability or death, the
Participant's Non-statutory Stock Options shall expire upon termination. In the
event of the death or Disability of any Participant, all Non-statutory Stock
Options held by the Participant, whether or not vested at such time, shall be
exercisable by the Participant or the legal representatives or beneficiaries of
the Participant for one year or such longer period as determined by the Board
following the date of the Participant's death or cessation of service due to
Disability, provided that in no event shall the period extend beyond the
expiration of the Non-statutory Stock Option term.

8. INCENTIVE STOCK OPTIONS.

8.1 Grant of Incentive Stock Options.

The Board may, from time to time, grant Incentive Stock Options to
Executive Officers. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:

(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall be not less
than 100% of the Fair Market Value of the Company's Common Stock on the Date of
Grant. However, if an Executive Officer owns Common Stock possessing more than
10% of the total combined voting power of all classes of Common Stock of the
Company (or under Section 425(d) of the Code is deemed to own Common Stock
representing more than 10% of the total combined voting power of all such
classes of Common Stock), the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall not be less
than 110% of the Fair Market Value of the Company's Common Stock on the Date of
Grant. Shares may be purchased only upon payment of the full purchase price.
Payment of the purchase price may be made, in whole or in part, through the
surrender of shares of the Common Stock of the Company at the Fair Market Value
of such shares on the date of surrender determined in the manner described in
Section 2(i).

(b) Amounts of Options. Incentive Stock Options may be granted to
any Executive Officer in such amounts as determined by the Board. In the case of
an option intended to qualify as an Incentive Stock Option, the aggregate Fair
Market Value (determined as of the time the option is granted) of the Common
Stock with respect to which Incentive Stock Options granted are exercisable for
the first time by the Participant during any calendar year (under all plans of
the Participant's employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000. The provisions of this Section 8.1(b)
shall be construed and applied in accordance with Section 422(d) of the Code and
the regulations, if any, promulgated thereunder. To the extent an Award under
this Section 8.1 exceeds this $100,000 limit, the portion of the Award in excess
of such limit shall be deemed a Non-statutory Stock Option.

(c) Terms of Options. The term during which each Incentive Stock
Option may be exercised shall be determined by the Board at the Date of Grant,
but in no event shall an Incentive Stock Option be exercisable in whole or in
part more than 10 years from the Date of Grant. If at the time an Incentive
Stock Option is granted to an Executive Officer, the Executive Officer owns

<PAGE> 5
Common Stock representing more than 10% of the total combined voting power of
the Company (or, under Section 425(d) of the Code, is deemed to own Common Stock
representing more than 10% of the total combined voting power of all such
classes of Common Stock) the Incentive Stock Option granted to such Executive
Officer shall not be exercisable after the expiration of five years from the
Date of Grant. No Incentive Stock Option granted under this Plan is transferable
except by will or the laws of descent and distribution and is exercisable in his
or her lifetime only by the Executive Officer to whom it is granted.

The Board shall determine the date on which each Incentive Stock Option
shall become exercisable and may provide that an Incentive Stock Option shall
become exercisable in installments. The shares comprising each installment may
be purchased in whole or in part at any time after such installment becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent with the terms of Section 422 of the Code. The Board may, in its
sole discretion, accelerate the time at which any Incentive Stock Option may be
exercised in whole or in part, provided that it is consistent with the terms of
Section 422 of the Code.

(d) Termination of Employment. Upon the termination of a
Participant's service for any reason other than Disability or death, the
Incentive Stock Options shall expire upon termination.

In the event of death or Disability of any Participant, all Incentive
Stock Options held by such Participant, whether or not vested at such time,
shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries for one year following the date of the
Participant's death or cessation of employment due to Disability. In no event
shall the exercise period extend beyond the expiration of the Incentive Stock
Option term.

(e) Compliance with Code. The options granted under this Section 8
of the Plan are intended to qualify as incentive stock options within the
meaning of Section 422 of the Code, but the Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code or the tax consequences associated with any such
qualification or non-qualification.

9. SURRENDER OPTION.

In the event of a Participant's termination of employment as a result
of death, Disability or retirement, the Participant (or the Participant's legal
representative(s), heir(s), or devisee(s)) may, in a form acceptable to the
Board make application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Company of an amount equal
to the difference between the Fair Market Value of the Common Stock on the date
of termination and the exercise price per share of the option on the Date of
Grant. Whether the Board accepts such application or determines to make payment,
in whole or part, is within its absolute and sole discretion, it being expressly
understood that the Board is under no obligation to any Participant whatsoever
to make such payments. In the event that the Board accepts such application and
the Company determines to make payment, such payment shall be in lieu of the
exercise of the underlying option and such option shall cease to be exercisable.

<PAGE> 6
10. RIGHTS OF A SHAREHOLDER; NON-TRANSFERABILITY.

No Participant shall have any rights as a shareholder with respect to
any shares covered by a Non-statutory and/or Incentive Stock Option until the
date of issuance of a stock certificate for such shares. Nothing in this Plan or
in any Award granted confers on any person any right to continue in the employ
of the Company or its Affiliates or to continue to perform services for the
Company or its Affiliates or interferes in any way with the right of the Company
or its Affiliates to terminate a Participant's services as an Executive Officer
or Director at any time.

11. AGREEMENT WITH GRANTEES.

12. DESIGNATION OF BENEFICIARY.

13. DILUTION AND OTHER ADJUSTMENTS.

(a) adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded under the Plan;

(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan; and

<PAGE> 7
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award. Nothing
herein shall be construed to require any adjustment in the event the Company
pays cash dividends on the Common Stock.

14. WITHHOLDING.

There may be deducted from each distribution of cash and/or Common
Stock under the Plan the amount of tax required by any governmental authority to
be withheld.

15. SHAREHOLDERS AGREEMENT

16. AMENDMENT OF THE PLAN.

The Board may at any time, and from time to time, modify or amend the
Plan in any respect.

No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award.

17. EFFECTIVE DATE OF PLAN.

The Plan was effective upon adoption by the Board in 1995. The Plan as
amended and restated shall become effective as of December 1, 1997.

18. TERMINATION OF THE PLAN.

<PAGE> 8
The right to grant Awards under the Plan will terminate upon the
earlier of ten (10) years after the effective date of the Plan or the issuance
of Common Stock or the exercise of options equivalent to the maximum number of
shares reserved under the Plan as set forth in Section 5. The Board of Directors
has the right to suspend or terminate the Plan at any time. No termination
shall, without the consent of a Participant, adversely affect such individual's
rights under a previously granted Award.

19. APPLICABLE LAW.

The Plan will be administered in accordance with the laws of the State
of Illinois to the extent not preempted by federal law as now or hereafter in
effect.

- --------------------------- ------------------------------
Date Adopted (Signature)
Title

------------------------------
Secretary

<PAGE> 9
TRiMARK TECHNOLOGIES, INC.
1995 DIRECTOR AND EXECUTIVE OFFICER
STOCK OPTION PLAN

STOCK OPTION AGREEMENT
FOR DIRECTORS

PREMISES:

The Company has adopted the TRiMARK Technologies, Inc. 1995
Director and Executive Officer Stock Option Plan (hereinafter referred to as the
"Plan") to permit options to purchase shares of the Company's common stock
(hereinafter referred to as "Stock"), to be granted to certain Directors and
Executive Officers of the Company and its Affiliates; and

The Optionee is a Director of the Company or an Affiliate and
such corporation wishes to retain Optionee in such capacity by providing
Optionee a means to acquire and/or increase his or her proprietary interest in
the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually covenant
and agree as follows:

2. Option Exercise Price. The price to be paid for the Optioned
Shares shall be _______________ ($____) per share.

3. Vesting. The Optionee may only exercise Options to the extent
such Options are vested at the time the Options are exercised. The schedule for
vesting of Options is as follows:

<PAGE> 10
Percentage of Granted Options
Date which are Vested
---- -----------------------------

4. Minimum Exercise Amount. The minimum number of Options which
may be exercised at one time shall be 100 or, if less are outstanding, the
remaining vested Options.

5. Expiration of Options. None of the Optioned Shares may be
purchased after _________________ (which date shall not be more than 10 years
from the Grant Date).

6. Exercise of Options. An Option may be exercised only by
written notice, delivered or mailed by postpaid, registered or certified mail
addressed to the President and Chief Executive Officer of the Company specifying
the number of Optioned Shares being purchased. Such notice shall be accompanied
by payment in cash or its equivalent of the entire purchase price of the
Optioned Shares being purchased, by tendering previously acquired shares of
Stock having a fair market value equal to the entire purchase price of the
Optioned Shares being purchased, or by any combination of cash and Stock in
which the cash or its equivalent paid and the fair market value of the Stock
tendered is equal to the entire purchase price of the Optioned Shares being
purchased.

7. Surrender of Options. A Director who terminates work for which
the Director was engaged as a result of death, Disability or normal retirement
may make application to surrender all or part of the Options held by such
Director in exchange for a cash payment. Acceptance of such application by the
Board is within the Board's absolute and sole discretion.

<PAGE> 11
8. Termination of Optionee. (a) If the Optionee ceases to be a
Director of the Company or an Affiliate for any reason other than Disability of
death, the Option shall expire on termination.

(b) If the Optionee ceases to be a Director of the
Company or an Affiliate for reasons of Disability or death, the Options may be
exercised, to the extent otherwise exercisable at the date of Optionee's
Disability or death, in whole or in part, within one year after the date of
Disability or death and not thereafter, by the person or persons entitled to do
so under the Optionee's will or, if the Optionee shall fail to make a
testamentary disposition of the Options or shall die intestate, by the
Optionee's legal representative or representatives.

13. Definitions. The definition of any term not defined in this
Agreement shall be defined as such term is defined in the Plan.

<PAGE> 12
14. Interpretation. As a condition of the granting of the Options,
the Optionee agrees for himself or herself and Optionee's legal representatives,
that any dispute or disagreement which may arise under or as a result of or
pursuant to this Agreement or the Plan shall be determined in good faith by the
Board in its sole discretion, and any interpretation by the Board of the terms
of this Agreement or the Plan shall be final, binding, and conclusive.

<PAGE> 13
IN WITNESS WHEREOF, the Company has caused this instrument to
be executed by its duly authorized officers, and the Optionee has hereunto
affixed his or her hand and seal, the day and year first above written.

TRiMARK TECHNOLOGIES, INC.

_________________________ By:
Optionee President and
Chief Executive Officer

Attest:

__________________

<PAGE> 1
EXHIBIT 99.3

TRiMARK TECHNOLOGIES, INC.
1995 EMPLOYEES AND CONSULTANTS
STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1997)

1. PURPOSE.

The purpose of this TRiMARK Technologies, Inc. (the "Company")
Employees and Consultants 1995 Stock Option Plan (the "Plan") is to advance the
interests of the Company and its shareholders by providing those employees and
consultants of the Company and its Affiliates, upon whose judgment, initiative
and efforts the successful conduct of the business of the Company and its
Affiliates largely depends, with additional incentive to perform in a superior
manner. A purpose of the Plan is also to attract people of experience and
ability to the service of the Company and its Affiliates.

2. DEFINITIONS.

(b) "Award" means a grant of Non-statutory Stock Options or
Incentive Stock Options under the provisions of this Plan.

(d) "Consultant" means an individual performing consulting
services for the Company or Affiliate.

(e) "Common Stock" means the common stock of the Company.

(f) "Date of Grant" means the date an Award is effective pursuant
to the terms hereof.

<PAGE> 2
either not possible to determine when such Disability will terminate or that it
appears probable that such Disability will be permanent during the remainder of
said Participant's lifetime.

(h) "Employee" means any individual who is currently employed by
the Company or any Affiliate.

(i) "Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the fair market value as determined in good
faith by the Board.

(j) "Incentive Stock Option" means an Option granted by the Board
to an Employee, which Option is designed as an Incentive Stock Option pursuant
to Section 8 of this Plan.

(k) "Non-statutory Stock Option" means an Option granted to an
Employee or Consultant and which is not an Incentive Stock Option.

(l) "Option" means an Award granted under Section 7 or Section 8
of this Plan.

(m) "Participant" means an Employee or Consultant of the Company
or its Affiliates chosen by the Board to participate in the Plan.

(n) "Plan Year(s)" means a calendar year or years commencing on or
after January 1, 1995.

3. ADMINISTRATION.

4. TYPES OF AWARDS.

Awards under the Plan to Consultants may be granted as Non-statutory
Stock Options. Awards under the Plan to Employees may be granted in any one or a
combination of:

(a) Non-statutory Stock Options;

(b) Incentive Stock Options; and

as defined in Sections 7 and 8 of the Plan.

<PAGE> 3
5. OPTIONS AVAILABLE PURSUANT TO THE PLAN.

Subject to adjustment as provided in Section 13, the maximum number of
options granted under the Plan shall be 90,000 Incentive Stock Options and
200,000 Nonstatutory Stock Options. These options may be granted with respect to
shares of Common Stock which are either authorized but unissued shares or shares
previously issued and reacquired by the Company. To the extent that options are
granted under the Plan, such options will be unavailable for future grants under
the Plan except that, to the extent that options granted under the Plan
terminate, expire or are canceled without having been exercised, such options
may be reissued.

6. ELIGIBILITY.

Employees shall be eligible to receive Incentive Stock Options and
Non-statutory Stock Options under the Plan. Consultants shall be eligible to
receive Non-Statutory Stock Options under the Plan.

7. NON-STATUTORY STOCK OPTIONS.

7.1 Grant of Non-statutory Stock Options.

The Board may, from time to time, grant Non-statutory Stock Options to
Employees and Consultants and, upon such terms and conditions as the Board may
determine, grant Non-statutory Stock Options in exchange for and upon surrender
of previously granted Awards under this Plan.

(a) Terms of Non-Statutory Options. Non-statutory Stock Options
granted under this Plan are subject to the following terms and conditions:

(ii) Terms of Options. The term during which each
Non-statutory Stock Option may be exercised shall be 10 years from the Date of
Grant, or such shorter period determined by the Board at the Date of Grant. The
Board shall determine the date on which each Non-statutory Stock Option shall
become exercisable and may provide that a Non-statutory Stock Option shall
become exercisable in installments. The shares comprising each installment may
be purchased in whole or in part at any time after such installment becomes
purchasable. The Board may, in its sole discretion, accelerate the time at which
any Non-statutory Stock Option may be exercised in whole or in part.

<PAGE> 4
(iii) Termination of Service. Upon the termination of a
Participant's service for any reason other than Disability or death, the
Participant's Non-statutory Stock Options shall expire upon termination, except
Non-Statutory Stock Options granted to Consultants may continue for such
additional period (up to the original term) as is determined by the Board at the
Date of Grant. In the event of the death or Disability of any Employee, all
Non-statutory Stock Options held by such Participant, whether or not vested at
such time, shall be exercisable by the Participant or the legal representatives
or beneficiaries of the Participant for one year or such longer period as
determined by the Board following the date of the Participant's death or
cessation of service due to Disability, provided that in no event shall the
period extend beyond the expiration of the Non-statutory Stock Option term.

8. INCENTIVE STOCK OPTIONS.

8.1 Grant of Incentive Stock Options.

The Board may, from time to time, grant Incentive Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall be not less
than 100% of the Fair Market Value of the Company's Common Stock on the Date of
Grant. However, if an Employee owns Common Stock possessing more than 10% of the
total combined voting power of all classes of Common Stock of the Company (or
under Section 425(d) of the Code is deemed to own Common Stock representing more
than 10% of the total combined voting power of all such classes of Common
Stock), the purchase price per share of Common Stock deliverable upon the
exercise of each Incentive Stock Option shall not be less than 110% of the Fair
Market Value of the Company's Common Stock on the Date of Grant. Shares may be
purchased only upon payment of the full purchase price. Payment of the purchase
price may be made, in whole or in part, through the surrender of shares of the
Common Stock of the Company at the Fair Market Value of such shares on the date
of surrender determined in the manner described in Section 2(i).

(b) Amounts of Options. Incentive Stock Options may be granted to
any Employee in such amounts as determined by the Board. In the case of an
option intended to qualify as an Incentive Stock Option, the aggregate Fair
Market Value (determined as of the time the option is granted) of the Common
Stock with respect to which Incentive Stock Options granted are exercisable for
the first time by the Employee during any calendar year (under all plans of the
Employee's employer corporation and its parent and subsidiary corporations)
shall not exceed $100,000. The provisions of this Section 8.1(b) shall be
construed and applied in accordance with Section 422(d) of the Code and the
regulations, if any, promulgated thereunder. To the extent an Award under this
Section 8.1 exceeds this $100,000 limit, the portion of the Award in excess of
such limit shall be deemed a Non-statutory Stock Option.

<PAGE> 5
time an Incentive Stock Option is granted to an Employee, the Employee owns
Common Stock representing more than 10% of the total combined voting power of
the Company (or, under Section 425(d) of the Code, is deemed to own Common Stock
representing more than 10% of the total combined voting power of all such
classes of Common Stock) the Incentive Stock Option granted to such Employee
shall not be exercisable after the expiration of five years from the Date of
Grant. No Incentive Stock Option granted under this Plan is transferable except
by will or the laws of descent and distribution and is exercisable in his or her
lifetime only by the Employee to whom it is granted.

(d) Termination of Employment. Upon the termination of an
Employee's service for any reason other than Disability or death, the Incentive
Stock Options shall expire upon termination.

In the event of death or Disability of any Employee, all Incentive
Stock Options held by such Participant, whether or not vested at such time,
shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries for one year following the date of the
Participant's death or cessation of employment due to Disability. In no event
shall the exercise period extend beyond the expiration of the Incentive Stock
Option term.

9. SURRENDER OPTION.

In the event of a Participant's termination of service as a result of
death, Disability or retirement, the Participant (or the Participant's Personal
representative(s), heir(s), or devisee(s)) may, in a form acceptable to the
Board make application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Company of an amount equal
to the difference between the Fair Market Value of the Common Stock on the date
of termination and the exercise price per share of the option on the Date of
Grant. Whether the Board accepts such application or determines to make payment,
in whole or part, is within its absolute and sole discretion, it being expressly
understood that the Board is under no obligation to any Participant whatsoever
to make such payments. In the event that the Board accepts such application and
the

<PAGE> 6
Company determines to make payment, such payment shall be in lieu of the
exercise of the underlying option and such option shall cease to be exercisable.

10. RIGHTS OF A SHAREHOLDER; NON-TRANSFERABILITY.

11. AGREEMENT WITH GRANTEES.

12. DESIGNATION OF BENEFICIARY.

13. DILUTION AND OTHER ADJUSTMENTS.

(a) adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded under the Plan;

(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan; and

<PAGE> 7
(c) adjustments in the purchase price of outstanding Incentive
and/or Non-statutory Stock Options.

14. WITHHOLDING.

There may be deducted from each distribution of cash and/or Common
Stock under the Plan the amount of tax required by any governmental authority to
be withheld.

15. SHAREHOLDERS AGREEMENT

All Common Stock issued pursuant to this Plan shall be subject to the
Shareholders Agreement which now exists or may be hereafter entered into with
respect to Company Stock. Prior to issuance of any Common Stock pursuant to this
Plan, the Participant shall execute such documents as are necessary in the
opinion of counsel for the Company to make the Participant subject to such
Shareholders Agreement with respect to such Common Stock.

16. AMENDMENT OF THE PLAN.

The Board may at any time, and from time to time, modify or amend the
Plan in any respect.

No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award.

17. EFFECTIVE DATE OF PLAN.

The Plan was effective upon adoption by the Board in 1995. The Plan as
amended and restated shall become effective as of December 1, 1997.

18. TERMINATION OF THE PLAN.

The right to grant Awards under the Plan will terminate upon the
earlier of ten (10) years after the effective date of the Plan or the issuance
of Common Stock or the exercise of options equivalent to the maximum number of
shares reserved under the Plan as set forth in Section 5. The Board of Directors
has the right to suspend or terminate the Plan at any time. No termination
shall, without the consent of a Participant, adversely affect such individual's
rights under a previously granted Award.

19. APPLICABLE LAW.

<PAGE> 8
The Plan will be administered in accordance with the laws of the State
of Illinois to the extent not preempted by federal law as now or hereafter in
effect.

- --------------------------- ------------------------------
Date Adopted (Signature)
Title

------------------------------
Secretary

<PAGE> 9
TRiMARK TECHNOLOGIES, INC.
1995 EMPLOYEES AND CONSULTANTS
STOCK OPTION PLAN

STOCK OPTION AGREEMENT
FOR EMPLOYEES

PREMISES:

The Company has adopted the TRiMARK Technologies, Inc. 1995
Employees and Consultants Stock Option Plan (hereinafter referred to as the
"Plan") to permit options to purchase shares of the Company's common stock
(hereinafter referred to as "Stock"), to be granted to certain Employees and
Consultants of the Company and its Affiliates; and

The Optionee is an Employee of the Company or an Affiliate and
such corporation wishes to retain Optionee in such capacity by providing
Optionee a means to acquire and/or increase his or her proprietary interest in
the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually covenant
and agree as follows:

2. Option Exercise Price. The price to be paid for the Optioned
Shares shall be _______________ ($____) per share. The Option exercise price
with respect to Incentive Stock Options shall not be less than 100% of the fair
market value of the Optioned Shares on the grant date.

3. Vesting. The Optionee may only exercise Options to the extent
such Options are vested at the time the Options are exercised. The schedule for
vesting of Options is as follows:

Percentage of Granted Options
Date which are Vested
---- -----------------------------

<PAGE> 10
4. Minimum Exercise Amount. The minimum number of Options which
may be exercised at one time shall be 100 or, if less are outstanding, the
remaining vested Options.

5. Expiration of Options. None of the Optioned Shares may be
purchased after _________________ (which date shall not be more than 10 years
from the Grant Date).

6. Exercise of Options. An Option may be exercised only by
written notice, delivered or mailed by postpaid, registered or certified mail
addressed to the President and Chief Executive Officer of the Company specifying
the number of Optioned Shares being purchased and, if applicable, whether the
Options exercised are Incentive Stock Options or Nonstatutory Stock Options.
Such notice shall be accompanied by payment in cash or its equivalent of the
entire purchase price of the Optioned Shares being purchased, by tendering
previously acquired shares of Stock having a fair market value equal to the
entire purchase price of the Optioned Shares being purchased, or by any
combination of cash and Stock in which the cash or its equivalent paid and the
fair market value of the Stock tendered is equal to the entire purchase price of
the Optioned Shares being purchased.

7. Surrender of Options. A Participant who terminates employment
as a result of death, Disability or normal retirement may make application to
surrender all or part of the Options held by such Participant in exchange for a
cash payment. Acceptance of such application by the Board is within the Board's
absolute and sole discretion.

<PAGE> 11
8. Termination of Optionee. (a) If the Optionee ceases to be an
employee of the Company or an Affiliate for any reason other than Disability or
death, the Option shall expire on termination.

(b) If the Optionee ceases to be an employee of the
Company or an Affiliate for reasons of Disability or death, the Options may be
exercised, to the extent otherwise exercisable at the date of Optionee's
Disability or death, in whole or in part, within one year after the date of
Disability or death and not thereafter, by the person or persons entitled to do
so under the Optionee's will or, if the Optionee shall fail to make a
testamentary disposition of the Options or shall die intestate, by the
Optionee's legal representative or representatives.

13. Definitions. The definition of any term not defined in this
Agreement shall be defined as such term is defined in the Plan.

<PAGE> 12
14. Interpretation. As a condition of the granting of the Options,
the Optionee agrees for himself or herself and Optionee's legal representatives,
that any dispute or disagreement which may arise under or as a result of or
pursuant to this Agreement or the Plan shall be determined in good faith by the
Board in its sole discretion, and any such interpretation by the Board of the
terms of this Agreement or the Plan shall be final, binding, and conclusive.

TRiMARK TECHNOLOGIES, INC.

__________________ By:
Optionee President and
Chief Executive Officer

Attest:

<PAGE> 13
TRiMARK TECHNOLOGIES, INC.
1995 EMPLOYEES AND CONSULTANTS
STOCK OPTION PLAN

STOCK OPTION AGREEMENT
FOR CONSULTANTS

PREMISES:

The Optionee is a Consultant of the Company or an Affiliate
and such corporation wishes to retain Optionee in such capacity by providing
Optionee a means to acquire and/or increase his or her proprietary interest in
the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually covenant
and agree as follows:

2. Option Exercise Price. The price to be paid for the Optioned
Shares shall be _______________ ($____) per share.

3. Vesting. The Optionee may only exercise Options to the extent
such Options are vested at the time the Options are exercised. The schedule for
vesting of Options is as follows:

Percentage of Granted Options
Date which are Vested
---- -----------------------------

<PAGE> 14
Notwithstanding the foregoing, options shall not vest unless
the work for which the Consultant has been engaged is being diligently pursued
to the reasonable satisfaction of the Company or has been completed and accepted
by the Company.

4. Minimum Exercise Amount. The minimum number of Options which
may be exercised at one time shall be 100 or, if less are outstanding, the
remaining vested Options.

5. Expiration of Options. None of the Optioned Shares may be
purchased after _________________ (which date shall not be more than 10 years
from the Grant Date).

6. Exercise of Options. An Option may be exercised only by
written notice, delivered or mailed by postpaid, registered or certified mail
addressed to the President and Chief Executive Officer of the Company specifying
the number of Optioned Shares being purchased. Such notice shall be accompanied
by payment in cash or its equivalent of the entire purchase price of the
Optioned Shares being purchased, by tendering previously acquired shares of
Stock having a fair market value equal to the entire purchase price of the
Optioned Shares being purchased, or by any combination of cash and Stock in
which the cash or its equivalent paid and the fair market value of the Stock
tendered is equal to the entire purchase price of the Optioned Shares being
purchased.

7. Termination of Optionee. (a) If the Optionee ceases to be a
Consultant of the Company or an Affiliate for any reason other than Disability
of death, the Option shall expire: (Check one)

<PAGE> 15
( )(i) on termination.

( )(ii) a period of ___________ following completion
of the work for which the Consultant was
engaged and acceptance thereof by the
Company.

( )(iii) on ________________

(b) If the Optionee ceases to be a Consultant of the
Company or an Affiliate for reasons of Disability or death, the Options may be
exercised, to the extent otherwise exercisable at the date of Optionee's
Disability or death, in whole or in part, within one year after the date of
Disability or death and not thereafter, by the person or persons entitled to do
so under the Optionee's will or, if the Optionee shall fail to make a
testamentary disposition of the Options or shall die intestate, by the
Optionee's legal representative or representatives.

8. Surrender of Options. A Consultant who terminates work for
which the Consultant was engaged as a result of death, Disability or normal
retirement may make application to surrender all or part of the Options held by
such Consultant in exchange for a cash payment. Acceptance of such application
by the Board is within the Board's absolute and sole discretion.

12. Dilution and Other Adjustments. The existence of the Options
herein granted shall not affect in any way the right or power of the Company or
its shareholders to make or authorize

<PAGE> 16
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other similar corporate
change, or other increase or decrease in such shares without receipt or payment
of consideration by the Company; provided, however, that the Board will make
such adjustments to previously granted Awards, to prevent dilution or
enlargement of the rights of the Participant as provided in the Plan. Nothing
herein shall be construed to require an adjustment in the event the Company pays
cash dividends.

13. Definitions. The definition of any term not defined in this
Agreement shall be defined as such term is defined in the Plan.

14. Interpretation. As a condition of the granting of the Options,
the Optionee agrees for himself or herself and Optionee's legal representatives,
that any dispute or disagreement which may arise under or as a result of or
pursuant to this Agreement or the Plan shall be determined in good faith by the
Board in its sole discretion, and any interpretation by the Board of the terms
of this Agreement or the Plan shall be final, binding, and conclusive.

<PAGE> 17
IN WITNESS WHEREOF, the Company has caused this instrument to
be executed by its duly authorized officers, and the Optionee has hereunto
affixed his or her hand and seal, the day and year first above written.

TRiMARK TECHNOLOGIES, INC.

_______________________ By:
Optionee President and
Chief Executive Officer

Attest: ______________________

<PAGE> 1
EXHIBIT 99.4
TRIMARK TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN
(AS AMENDED ON 9/1/95 AND 5/22/98)

1. PURPOSE. This Stock Option Plan (the "Plan") is intended to
encourage ownership of stock of TriMark Technologies, Inc.
(the "Company") by employees of the Company and its
subsidiaries, and to provide additional long term incentive
for them to continue their association with the Company and to
promote the success of the business by using their maximum
efforts in its behalf. The term "Subsidiary" means any
corporation 50% or more of the voting shares of which are
owned, directly or indirectly, by the Company.

2. STOCK SUBJECT TO THE PLAN. An aggregate of 1,000,000 shares of
the Common Stock (no par value per share) of the Company will
be reserved for use upon the exercise of Options to be granted
from time to time under the Plan. These shares may be either
authorized but unissued shares, or issued shares which shall
have been reacquired by the Company. It is intended that
Options granted pursuant to the Plan shall be "Incentive Stock
Options", as defined in Section 422A of the Internal Revenue
Code of 1986, as amended (the "Code").

3. ADMINISTRATION. The Plan shall be administered by the
Company's Board of Directors (the "Board"). The Board shall
have authority in its discretion, but subject to the express
provisions of the Plan to:

(a) determine the employees of the Company and
its subsidiaries to whom Options shall be
granted;

(b) determine the number of shares to be covered
by each Option;

(d) interpret the Plan;

(e) prescribe, amend, and rescind rules and
regulations relating to the Plan;

(f) hold its meetings at times and places which
it deems to be appropriate; and

(g) make all other determinations deemed
necessary or advisable for the
administration of the Plan.

All actions of the Board with respect to the Plan shall be taken by a
majority of its members. Any action may be taken by a written instrument signed
by a majority of the members, and action so taken shall be fully effective as if
it had been taken by a vote of a majority of the members at a meeting duly
called and held. The Board shall keep minutes of its meetings with respect to
the Plan, and shall make such rules and regulations for the conduct of its
business as it shall deem advisable. The Board shall administer the Plan in
order to preserve the

<PAGE> 2
characterization, as such, of Options which are granted as Incentive Stock
Options pursuant to the Plan.

The Board may, from time to time, appoint members in substitution for
or in addition to members previously appointed and may fill vacancies, however
caused, in the Board. The Board shall select one of the members as its chairman.

4. ELIGIBILITY. An Option may be granted to any employee of the
Company or a subsidiary, provided that no Option may be
granted hereunder to an individual who immediately after such
Option is granted owns, within the meaning of Section 422A (b)
(6) of the Code, shares possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of
the Company or its subsidiaries.

5. OPTION PRICES. The Option price of each share of Common Stock
offered under this Plan shall be determined by the Board but
in no event shall be less than the par value of the Company's
Common Stock, and in the case of Incentive Stock Options shall
not be less than 100% of the fair market value of the Common
Stock at the time the Option is granted.

6. GRANTING OF OPTIONS. Whenever the Board shall designate an
employee to receive either an Incentive Stock Option pursuant
to this Plan, the CEO, President, or Executive Vice President
of the Company hall notify such employee in writing with
respect thereto, clearly identifying Options as being
"Incentive" Stock Options, giving the number of shares subject
to the Option, the price per share, the dates on and after
which such Option may be exercised, and the date on which such
Options shall expire, and shall attach a copy o this Plan to
such Notice. Such Notice shall also advise the optionee of any
requirement to hold Option shares for a period of time in
order to receive preferential tax treatment, and such Notice
shall furthermore require the optionee to give the Company
prompt written notice of disposition made prior to the end of
such holding period requirement. The date of the Board's
designation shall be the date such Option is granted. Such
Notice may be accompanied by or be in the form of an agreement
to be signed by the Company and the optionee, containing such
terms and provisions as the Board shall prescribe.

7. TERM OF OPTIONS. The term of each Option shall be for such
period as the Board shall determine, but not more than ten
years from the date of granting thereof, and shall be subject
to earlier termination as hereinafter provided.

8. EXERCISE OF OPTIONS. Subject to specific terms thereof, an
Option may be exercised, at any time or from time to time, as
to any part of or all of the shares which shall be covered
thereby; the purchase price of the shares as to which an
Option shall be exercised shall be paid in full at the time of
exercise. Payment of the purchase price shall be made in cash
or in such other form as the Board may approve, including
shares of Company Common Stock valued at fair market value on
the date of exercise of the Option or a combination of cash
and shares. The holder of an Option shall not have any

<PAGE> 3
of the rights of a stockholder with respect to the shares covered by
this Option, except to the extent that one or more certificates for
such shares shall be delivered to him upon the due exercise of the
Option. Subject to approval by the Board, a person by whom an Option is
exercisable under this Plan may elect in writing to forfeit his Option
with respect to any number of unpurchased shares under such Option, in
which case he shall receive an amount equal to the excess of the fair
market value of such shares on the date such written shares in the form
of: (a) cash; or (b) shares of the common Stock of the Company valued
at fair market value on the date his written election is approved by
the Board; (c) a combination of (a) and (b) above with respect to those
shares as to which he forfeits his Option. For purposes of this
paragraph, "fair market value" shall have the same meaning as used for
purposes of paragraph 5 above. Any shares as to which an Option is
forfeited shall not be available for granting further Options under
this Plan.

No incentive Stock Option granted under the Plan shall be exercisable
while there is outstanding any Incentive Stock Option which was granted
before the granting of such Option to the optionee to purchase stock in
his employer corporation or in a corporation which (at the time of
granting such Option) is a parent or subsidiary corporation of the
employer corporation, or in a predecessor corporation of any of such
corporations. For the purposes of the preceding sentence, any Incentive
Stock Option shall be treated as outstanding until such Option is
exercised in full or expires by reason of lapse of time or by
forfeiture.

9. NON-TRANSFERABILITY OF OPTIONS. An Option shall not be
transferable otherwise than by will or the laws of descent and
distribution, and an Option may be exercised, during the
lifetime of an employee, only by the employee.

10. MAXIMUM ALLOTMENT OF OPTIONS. The aggregate fair market value
(determined as of the date the Option is granted) of the
shares for which any individual may be granted Incentive Stock
Options in any calendar year under the Plan, and Incentive
Stock Options under all other Stock Option Plans of the
Company or any subsidiary of the Company shall not exceed
$100,00 plus any unused limit carryover (as defined in Section
422A c (4) of the Code) applicable to any such year.

11. TERMINATION OF EMPLOYMENT. An Option granted to an employee
shall terminate upon the termination, for any reason, of the
person's employment with the Company or a subsidiary, and no
shares may thereafter be purchased under such Option except in
the case of:

a. Retirement. Upon retirement from the employ
of the Company or a subsidiary pursuant to
the Company's retirement program, the
employee may purchase, within three years
following such retirement, all or a part of
the shares which the employee was entitled
to purchase immediately prior to such
retirement. In order to receive preferential
tax treatment of an Incentive Stock Option
an employee must exercise such Option prior
to, or within three months after, his or her
retirement.

<PAGE> 4
b. Total and Permanent Disability. An employee
may purchase, within one year after
termination due to total and permanent
disability, all or part of the shares which
the employee was entitled to purchase
immediately prior to such termination.

c. Death. Upon the death of an employee or upon
the death of a retired employee within three
years following retirement from the employ
of the Company or a subsidiary, all or a
part of the shares which such employee was
entitled to purchase immediately prior to
death may be purchased within one year after
the death by any person or persons
(including the legal representatives of such
employee's estate) to whom the rights of the
deceased employee under the Option shall
pass by will or the laws of descent and
distribution.

In no event, however, may any Option be exercised after ten (10) years
from the date it was granted or after expiration of the term of the
Option specifically provided for at the time of its grant.

12. OTHER CONSIDERATIONS. In order to receive preferential tax
treatment of an Incentive Stock Option, an employee must not
dispose of stock acquired by exercise of such Option within
two years from the date of its grant and must hold the stock
itself for at least one year.

Nothing in the Plan or in any Option granted pursuant to the Plan shall
confer upon any employee any right to continue in the employ of the
Company or any of its subsidiaries or interfere with the right of the
Company or of the subsidiary by which he is employed to terminate his
employment at any time.

13. SECURITIES REGISTRATION. In the event that the Company shall
deem it necessary to register any stock, with respect to which
an Option granted hereunder has been exercised, under the
Securities Act of 1933, or other applicable federal or state
law, or to qualify any such shares for exemption from
registration under any such law, or under any regulation
issued under any such law, the company shall take such action
at its own expense before delivery of such stock. If such
stock shall be listed on a national stock exchange at the time
an Option granted hereunder is exercised and registration of
such stock shall be required under the Securities Exchange Act
of 1934 and listing thereof shall be required on such stock
exchange, the Company shall take such action at its own
expense.

14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Appropriate
adjustments of the number of shares reserved for use under the
Plan and in the number of shares and price per share covered
by outstanding Options granted under the Plan shall be made to
give effect to any stock splits, stock dividends, or other
relevant changes in capitalization occurring on or after the
effective date of the Plan. The decisions of the Board of
Directors of the company as to the amount and timing of any
such adjustments shall be conclusive. If the Company is
reorganized, merged or consolidated with another corporation,
each optionee shall be entitled to receive options

<PAGE> 5
covering shares of such reorganized, merged or consolidated stock, at
an equivalent price, and subject to the same conditions that governed
the options held by the optionee in the Company immediately prior to
the reorganization, merger or consolidation.

15. APPROVAL, TERMINATION, AND AMENDMENT OF THE PLAN. The Plan
will not go into effect unless approved by the affirmative
vote of the holders of at least a majority of the Company's
outstanding Common Stock. When so approved, the Plan shall
become effective as of March 16, 1993. The Plan shall
terminate on December 31, 1998, and no Option shall be granted
under the Plan after that date. The Plan may be terminated at
any time or may, from time to time, be modified or amended by
the vote of holders of a majority of the outstanding voting
stock of the Company or their proxies. The Board of Directors
may, at any time and from time to time, modify or amend the
Plan in such respects as it shall deem advisable to conform to
any change in the law or regulations pursuant to the law, or
in any other respect which shall not change: (a) the maximum
number of shares for which Options may be granted under the
Plan; or (b) the Option prices; or (c) the periods during
which Options may be granted or exercised; or (d) the
provisions relating to the determination of employees to whom
Options shall be granted and the number of shares covered by
such Options; or (e) the provisions relating to adjustments to
be made upon changes in capitalization. The termination or
modification or amendment of the Plan shall not, without the
consent of an employee, affect his rights under an Option
thereto fore granted to him.

<PAGE> 6
TRIMARK TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN
STOCK OPTION AGREEMENT

This agreement effective as of __________________, 1998 (hereinafter
referred to as the "Grant Date") by and between TriMark Technologies, Inc.,
(hereinafter referred to as the "Company") and _________________ (hereinafter
referred to as the "Optionee");

PREMISES

The Company has adopted the TriMark Technologies, Inc. 1993 Stock
Option Plan (hereinafter referred to as the "Plan") to permit options to
purchase shares of the Company's common stock (hereinafter referred to as
"Stock"), to be granted to certain key Employees and Consultants of the Company
and its Affiliates; and

The Optionee is an Employee of the Company or an Affiliate and such
corporation wishes to retain Optionee in such a capacity by providing Optionee a
means to acquire and/or increase his or her proprietary interest in the Company.

AGREEMENT

Now, Therefore, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:

1. Grant of Options. Subject to the terms and conditions of the
Plan, a copy of which is attached hereto and made a part
hereof, and this Agreement, the Company grants to the Optionee
the options to purchase from the Company all or any part of an
aggregate number of _______ shares of Stock (hereinafter such
shares of Stock are referred to as the "Optioned Shares" and
the options to purchase the Optioned Shares are referred to as
the "Options"). Options to purchase ________ shares shall be
Incentive Stock Options.

2. Option Exercise Price. The price to be paid for the Optioned
Shares shall be _________ ($._____) per share. The Option
exercise price with respect to Incentive Stock Options shall
not be less than 100% of the fair market value of the Optioned
Shares on the grant date.

3. Vesting. The Optionee may only exercise Options to the extent
such Options are vested at the time the Options are exercised.
The schedule for vesting of Options is as follows:

Percentage of Granted Options
Date which are Vested
---- -----------------------------

<PAGE> 7
4. Minimum Exercise Amount. The minimum number of Options which
may be exercised at one time shall be 100 or, if less are
outstanding, the remaining vested Options.

5. Expiration of Options. None of the Optioned Shares may be
purchased after ______________ (which date shall not be more
than 10 years from the Grant Date).

6. Exercise of Options. An Option may be exercised only by
written notice, delivered or mailed by postpaid, registered or
certified mail addressed to the President and Chief Executive
Officer of the Company specifying the number of Optioned
Shares being purchased and, if applicable, whether the Options
exercised are Incentive Stock Options or Nonstatutory Stock
Options. Such notice shall be accompanied by payment in cash
or its equivalent of the entire purchase price of the Optioned
Shares being purchased by tendering previously acquired shares
of Stock having a fair market value equal to the entire
purchase price of the Optioned Shares being purchased, or any
combination of cash and Stock in which the cash or its
equivalent paid and the fair market value of the Stock
tendered is equal to the entire purchase price of the Optioned
Shares being purchased.

Shares of Stock tendered shall be duly endorsed in blank or accompanied
by stock powers duly endorsed in blank. Upon receipt of the payment of
the entire purchase price of the Optioned Shares so purchased,
certificates for such Optioned Shares shall be issued to the Optionee.
The Optioned Shares so purchased shall be fully paid and nonassessable.
Such Optioned Shares shall bear a legend restricting their
transferability in substantially the following form:

"Transfer of the securities evidenced by this certificate is
not valid except to the extent that such transfer has complied
with the provisions regarding transfer contained in a
Shareholder Agreement, dated as of May 14, 1996, as may be
amended from time to time. A copy of the Shareholder
Agreement, which imposes various restrictions upon the holder
of this certificate, is available to interested parties for
inspection at the offices of the Company."

"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended, or
the securities laws of any state, but have been issued in
reliance upon exemptions therefrom. The securities may not be
offered, sold, pledged or otherwise transferred without
registration under the Act or the opinion of counsel
satisfactory to the corporation that an exemption from
registration is available or that such transfer may otherwise
lawfully be made."

7. Surrender of Options. A Participant who terminates employment
as a result of death, Disability or normal retirement may make
application to surrender all or part of the Options held by
such Participant in exchange for a cash payment. Acceptance of
such application by the Board is within the Board's absolute
and sole discretion.

8. Termination of Optionee. (a) If the Optionee ceases to be an
employee of the Company or an Affiliate for any reason other
than Disability or Death, the Option shall expire on
termination.

<PAGE> 8
(b) If the Optionee ceases to be an employee of
the Company or an Affiliate for reasons of
Disability or death, the Options may be
exercised, to the extent otherwise
exercisable at the date of Optionee's
Disability or death, in whole or in part,
within one year after the date of Disability
or death and not thereafter, by the person
or persons entitled to do so under the
Optionee's will or, if the Optionee shall
fail to make a testamentary disposition of
the Options or shall die intestate, by the
Optionee's legal representative or
representatives.

9. Optionee's Rights as Shareholder. The Optionee shall not be
deemed for any purposes to be a shareholder of the Company and
shall not have any shareholder privileges with respect to any
Optioned Shares except to the extent that the Option shall
have been exercised with respect thereto and a stock
certificate issued therefor. All rights as a holder of the
stock shall be subject to the Company's Stockholders
Agreement. Optionee shall execute such documents as are
reasonably necessary in the opinion of the Company's counsel
to make the Optionee subject to the Stockholder's Agreement
with respect to the Optioned Shares.

10. Withholding. The Company may require as a condition precedent
to the issuance or transfer of any shares of Stock upon
exercise of any Options that the Optionee make such
arrangements as the Board or its designee may require for the
satisfaction of any federal, state or local withholding tax
obligations that may arise in connection with the exercise of
the Options. If the amount so requested is not paid, the
Company may refuse to issue or transfer shares of Stock upon
exercise of the Options.

11. Nontransferability of Options. The Options herein granted
shall not be transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and may be
exercised during the life of the Optionee only by the
Optionee.

12. Dilution and Other Adjustments. The existence of the Options
herein granted shall not affect in any way the right or power
of the Company or its shareholders to make or authorize any
stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or
exchange of shares, or other similar corporate change, or
other increase or decrease in such shares without receipt or
payment of consideration by the Company; provided, however,
that the Board will make such adjustments to previously
granted Awards, to prevent dilution or enlargement of the
rights of the Participant as provided in the Plan. Nothing
herein shall be construed to require an adjustment in the
event the Company pays cash dividends.

13. Definitions. The definition of any term not defined in this
Agreement shall be defined as such term is defined in the
Plan.

14. Interpretation. As a condition of the granting of the Options,
the Optionee agrees for himself or herself and Optionee's
legal representatives, that any dispute or disagreement which
may arise under or as a result of or pursuant to this
Agreement or the Plan shall be determined in good faith by the
Board in its sole discretion, and any such interpretation by
the Board of the terms of this Agreement or the Plan shall be
final, binding, and conclusive.

<PAGE> 9
15. Professional Advice. The acceptance and exercise of the
Options and the sale of Stock issued pursuant to exercise of
the Options may have consequences under federal and state tax
and securities laws which may vary depending on the individual
circumstances of the Optionee. Accordingly, the Optionee
acknowledges that the Optionee has been advised to consult his
or her personal legal and tax advisor in connection with this
Agreement and his or her dealing with respect to the Options
or the Stock and has received no advice from the Company in
connection therewith.

In witness whereof, the Company has caused this instrument to be
executed by its duly authorized officers, and the Optionee has hereunto affixed
his or her hand and seal, the day and year first above written.

TriMark Technologies, Inc.

______________________________ By:_________________________________________
Optionee President and Chief Executive Officer

Attest:

____________________________________________