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EXHIBIT 4.2
BOCA RESEARCH, INC.
SECOND AMENDMENT OF 1992 STOCK OPTION PLAN
In accordance with the provisions of Section 19 of the Boca Research,
Inc. 1992 Stock Option Plan (the "Plan"), the Plan is hereby amended effective
as of the date of stockholder approval hereof, as follows:
1. Section 2 of the Plan is hereby amended by increasing the number of
shares subject to the Plan from One Million Three Hundred Thousand Shares
(1,300,000) to One Million Seven Hundred Thousand Shares (1,700,000) of the
common stock, par value $.01 per share, of the Corporation.
2. This Amendment shall take effect as of the date of its adoption by
the Board of Directors of Boca Research, Inc. and upon its approval by the
Stockholders of Boca Research, Inc. in accordance with the provisions of Section
19 of the Plan.
3. Except as hereinabove provided, the Plan is hereby ratified and
confirmed in all respects.
Boca Research, Inc.
By: /s/ Robert W. Federspiel
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Robert W. Federspiel
Secretary
Adopted by the Board of Directors: February 6, 1996
Adopted by the Stockholders: May 20, 1996
