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                                                                 EXHIBIT 10.9(a)

                        1993 DIRECTOR STOCK OPTION PLAN

                                AMENDMENT NO. 2


I.     Section 4(a)(vii) of the 1993 Director Stock Option Plan (the "Director
       Plan") is hereby amended as follows:

       (vii)  The terms of a Subsequent Option granted hereunder shall be as
              follows:


              (A)    the term of the Subsequent Option shall be ten (10) years.

              (B)    the Subsequent Option shall be exercisable only while the
                     Outside Director remains a Director of the Company, except
                     as set forth in Section 8 hereof.

              (C)    the exercise price per Share shall be 100% of the Fair
                     Market Value per Share on the date of grant of the
                     Subsequent Option.

              (D)    The Subsequent Option shall vest and become exercisable as
                     to 25% of the Shares subject to the Subsequent Option on
                     the first anniversary of the date of grant of the
                     Subsequent Option and shall vest and become exercisable as
                     to 6.25% of the Shares subject to the Subsequent Option at
                     the end of each three month period thereafter, if on such
                     dates Optionee has remained in Continuous Status as a
                     Director.

II.    The foregoing amendment shall be effective as of November 4, 1996,
       including as to Subsequent Options that are outstanding as of such date.