COGNITRONICS CORP
RESTRICTED STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>rsp.txt
<DESCRIPTION>RESTRICTED STOCK PLAN
<TEXT>
                COGNITRONICS CORPORATION
             RESTRICTED STOCK PLAN, AS AMENDED


Section 1.  Purpose.

The purpose of the Cognitronics Corporation Restricted Stock Plan is:
    (a) to increase the proprietary interest in the Company of those
        Key Employees whose responsibilities and decisions directly
        affect the performance of the Company and its subsidiaries;

    (b) to provide rewards for those Key Employees who make
        contributions to the success of the Company and its
        subsidiaries; and

    (c) to attract and retain persons of superior ability as Key
        Employees of the Company and its subsidiaries.

Section 2.  Definitions.

"Award" means an award of Restricted Stock granted to any Key
Employee in accordance with the provisions of the Plan.

"Award Agreement" means the written agreement evidencing each
Award between the Key Employee and the Company.

"Board" means the Board of Directors of the Company.

"Cause" means (i) the Key Employee is convicted of a felony
involving moral turpitude; or (ii) the Key Employee is guilty of
willful gross neglect or willful gross misconduct in carrying out
his duties, resulting, in either case, in material economic harm
to the Company, unless the Key Employee believed in good faith
that such act or nonact was in the best interests of the Company.

"Change in Control"  means an event in which:



(a)	the stockholders of the Company approve (i) any consolidation
or merger of the Company or any of its subsidiaries where the
stockholders of the Company, immediately prior to the
consolidation or merger, would not, immediately after the
consolidation or merger, beneficially own, directly or
indirectly, shares representing in the aggregate more than
50% of all votes to which all stockholders of the corporation
issuing cash or securities in the consolidation or merger (or
of its ultimate parent corporation, if any) would be entitled
under ordinary circumstances to vote in an election of
directors or where the members of the Board, immediately
prior to the consolidation or merger, would not, immediately
after the consolidation or merger, constitute a majority of
the Board of Directors of the corporation issuing cash or
securities in the consolidation or merger (or of its ultimate
parent corporation, if any), (ii) any sale, lease, exchange
or other transfer (in one transaction or a series of
transactions contemplated or arranged by any person as a
single plan) of all or substantially all of the assets of the
Company or (iii) any plan or proposal for the liquidation or
dissolution of the Company;

(b)	persons who, as of the effective date hereof, constitute the
entire Board (as of the date hereof the "Incumbent
Directors") cease for any reason to constitute at least a
majority of the Board, provided, however, that any person
becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's
stockholders, is approved by a vote of at least a majority of
the then Incumbent Directors (other than an election or
nomination of a person whose assumption of office is the
result of an actual or threatened election contest relating
to the election of directors of the Company, as such terms
are used in Rule 14a-11 under the Exchange Act), shall be
considered an Incumbent Director; or

(c)	any "person", as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any of its
subsidiaries, any employee benefit plan of the Company or any
of its subsidiaries or any entity organized, appointed or
established by the Company for or pursuant to the terms of
such plan), together with all "affiliates" and "associates"
(as such terms are defined in Rule 12b-2 under the Exchange
Act) of such person, becomes the "beneficial owner" or
"beneficial owners" (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of
securities of the Company representing in the aggregate 20%
or more of either (i) the then outstanding shares of Stock or
(ii) the combined voting power of all then outstanding
securities of the Company having the right under ordinary
circumstances to vote in an election of directors to the
Board ("Voting Securities") (in either such case other than
as a result of acquisitions of such securities directly from
the Company).



Notwithstanding the foregoing, a "Change in Control" will not have
occurred for purposes of clause (c) solely as the result of an
acquisition of securities by the Company which, by reducing the
number of shares of Stock or other Voting Securities outstanding,
increases (i) the proportionate number of shares of Stock
beneficially owned by any person to 20% or more of the shares of
Stock then outstanding or (ii) the proportionate voting power
represented by the Voting Securities beneficially owned by any
person to 20% or more of the combined voting power of all then
outstanding Voting Securities; provided, however, that if any
person referred to in clause (i) or (ii) of this sentence
thereafter becomes the beneficial owner of any additional shares
of Stock or other Voting Securities (other than pursuant to a
stock split, stock dividend or similar transaction), then a
"Change in Control" will have occurred for purposes of clause (c).

"Committee" means the Committee appointed by the Board to
administer the Plan pursuant to Section 4(a) hereof.

"Company" means Cognitronics Corporation and its successors and
assigns.

"Constructive Termination Without Cause"  means a termination of a
Key Employee's employment at his initiative following the
occurrence, without the Key Employee's prior written consent, of
one or more of the following events (except in consequence of a
prior termination):
(i)	a reduction in the Key Employee's base salary or the
termination or material reduction of any employee benefit or
perquisite enjoyed by him (other than as part of an
across-the-board reduction applicable to all executive
officers of the Company);

(ii)	a material diminution in the Key Employee's duties or
the assignment to the Key Employee of duties which are
materially inconsistent with his duties or which materially
impair the Key Employee's ability to function in his position
with the Company.

(iii)	the failure to continue the Key Employee's
participation in any incentive compensation plan unless a
plan providing a substantially similar opportunity is
substituted; or

(iv)	the relocation of the Key Employee's office location as
assigned to him by the Company to a location more than 50
miles from his prior office location.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

"Key Employee" means an officer or other key employee of any
Participating Company who, in the judgment of the Committee, is
responsible for or contributes to the management, growth,
technology or profitability of the business of any Participating
Company.

"Participating Company" means the Company or any subsidiary or
other affiliate of the Company.

"Plan" means the Cognitronics Corporation Restricted Stock Plan.



"Restricted Stock" means Stock delivered under the Plan subject to
the requirements of Section 7 hereof and such other restrictions
as the Committee deems appropriate or desirable.

"Stock"means the common stock ($.20 par value) of the Company.

"Total Disability" means the complete and permanent inability of a
Key Employee to perform substantially all of his or her duties
under the terms of his or her employment with any Participating
Company, as determined by the Committee upon the basis of such
evidence, including independent medical reports or data, as the
Committee deems appropriate or necessary.

Section 3.  Effective Date.

The effective date of the Plan shall be January 1, 1995, subject
to approval of the Plan by a majority of the Company's stockholders.
Notwithstanding anything in the Plan to the contrary, if the Plan shall
have been approved by the Board prior to such stockholder approval, Key
Employees may be selected and Award criteria may be determined and
Awards may be made as provided herein subject to subsequent stockholder
approval.

Section 4.  Plan Administration.

(a)	Committee.  The Plan shall be administered by a Committee
appointed by the Board and serving at the Board's pleasure.  The
Committee shall be comprised of not less than two (2) members of
the Board.  Members of the Committee shall be members of the Board
who are "non-employee directors" within the meaning of Rule 16b-3
under the Exchange Act or a successor rule or regulation.

(b)	Powers.  The Committee is authorized, subject to the
provisions of the Plan, to establish such rules and regulations as
it deems necessary or advisable for the proper administration of
the Plan and to take such other action in connection with or in
relation to the Plan as it deems necessary or advisable.  Each
decision made or action taken pursuant to the Plan, including
interpretation of the Plan and the Awards granted hereunder by the
Committee, shall be final and conclusive for all purposes and upon
all persons, including without limitation, the Participating
Companies, the Committee, the Board, Key Employees and their
respective successors in interest.



(c)	Indemnification.  No member or former member of the Committee
or the Board shall be liable for any action or determination made
in good faith with respect to the Plan or any Award granted under
it.  Each member or former member of the Committee or the Board
shall be indemnified and held harmless by the Company against all
costs and expenses (including counsel fees) and liability
(including any sum paid  in settlement of a claim with the
approval of the Board) arising out of any act or omission to act
in connection with the Plan unless arising out of such member's
own fraud or bad faith.  Such indemnification shall be in addition
to any rights of indemnification the members or former members may
have as directors or under the by-laws of the Company.

(d)	Independent Advisors.  The Committee may employ such
independent professional advisors, including without limitation
independent legal counsel and counsel regularly employed by the
Company, consultants and agents as the Committee may deem
appropriate for the administration of the Plan and may rely upon
any opinion received from any such counsel or consultant and any
computations received from any such consultant or agent.  All
expenses incurred by the Committee in interpreting and
administering the Plan, including without limitation meeting fees
and expenses and professional fees, shall be paid by the Company.

Section 5.  Participation.

Participation in the Plan shall be limited to Key Employees of the
Participating Companies who have received written notification from the
Committee, or from a person designated by the Committee, that they have
been selected to participate in the Plan.  No employee shall at any time
have any right to be selected to participate in the Plan.  No Key
Employee having been granted an Award shall have any right to be granted
an additional Award in the future.  Neither the Plan nor any action
taken thereunder shall be construed as giving any Key Employee any right
to be retained in the employ of the Participating Companies.  The right
and power of the Participating Companies to dismiss or discharge any Key
Employee, with or without cause, is specifically reserved.

Section 6.  Award Grants and Agreements.

(a)	Grants.  The Chief Executive Officer ("CEO") of the Company
may recommend Key Employees to participate in the Plan, and may
recommend the timing, amount and restrictions, if any, and other
terms and conditions of an Award, subject to the terms of the
Plan.  The Committee, in its sole discretion, has the authority to
grant Awards under the Plan, which may be made in accordance with
the recommendations of the CEO or otherwise.

(b)	Agreements.  Each Award shall be evidenced by a written Award
Agreement, in a form adopted by the Committee.  Each Award
Agreement shall be subject to and incorporate the express terms
and conditions, if any, required by the Plan, and contain such
restrictions, terms and conditions as the Committee may determine.

Section 7.  Restricted Stock.

(a)	Shares Subject to the Plan.  An aggregate of 635,000 shares
of Stock may be awarded under the Plan as Restricted Stock.  Any
share of Restricted Stock that is subject to an Award but that for
any reason does not vest shall again become available for an Award
under the Plan.


(b)	Adjustments.  In the event of any change in the Stock subject
to the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, split-up, spin-off, combination
of shares, exchange of shares, issuance of rights to subscribe or
other change in capital structure), the Committee shall make
appropriate adjustments in the amount of Stock available for
Awards under the Plan or subject to outstanding Awards, or the
terms, conditions or restrictions of such Awards as the Committee
deems equitable to prevent the dilution or enlargement of the
benefits intended pursuant to the Plan.




(c)	Custody of Shares.

(i)	Each certificate representing shares of Restricted
Stock issued pursuant to an Award shall be registered in the
name of the Key Employee and held, together with a stock
power endorsed in blank, by the Company.  Unless and until
such shares of Restricted Stock fail to vest and are
forfeited as provided herein, the Key Employee shall be
entitled to vote all such shares of Restricted Stock and
receive all cash dividends, if any, with respect thereto.
All other distributions with respect to such Restricted
Stock, including, but not limited to, Stock received as a
result of a stock dividend, stock split, combination of
shares or otherwise, shall be retained by the Company in
escrow.  Each certificate of Restricted Stock issued pursuant
to an Award shall bear the following (or similar) legend:

                "The transferability of this
                 certificate and of the shares of
                 Common Stock represented hereby are
                 subject to the terms and conditions
                 (including vesting) contained in the
                 Cognitronics Corporation Restricted
                 Stock Plan and an Award Agreement
                 entered into between the registered
                 owner and Cognitronics Corporation.  A
                 copy of such Plan and Award Agreement
                 is on file in the office of the
                 Secretary of Cognitronics Corporation."

In lieu of the foregoing, the Company may issue stop transfer
instructions to its transfer agent or take such other steps
as are necessary to preclude the transfer of Restricted
Stock.



(ii)	Certificates representing shares of Restricted Stock
which have become vested pursuant to Section 7 hereof and
which have been held by the Company pursuant to Section 7(c)
hereof shall be delivered by the Company to the Key Employee
(or the Key Employee's legal representative) in the form of a
freely transferable certificate, without legend (provided
that the Key Employee is not an "affiliate" of the Company
within the meaning of Rule 405 adopted pursuant to the
Securities Act of 1933, as amended) promptly after becoming
vested, provided, however, that the Company need not deliver
such certificates to a Key Employee until the Key Employee
has paid or caused to be paid all taxes required to be
withheld pursuant to Section 8 hereof.

(d)	Restriction Period.

(i)	Vesting Schedule.  Except as provided in Section
7(d)(ii), 7(d)(iii) or 7(d)(iv) hereof, to the extent that a
Key Employee remains continuously employed by a Participating
Company, Restricted Stock received as an award shall become
vested and shall not be subject to forfeiture in accordance
with the following schedule:


         Period of Employment                  Portion of Award Vested
Prior to the second anniversary date of
 the Award                                                 0%

On or after the second anniversary date,
 but prior to the third anniversary date
 of the Award                                              20%

On or after the third anniversary date,
 but prior to the fourth anniversary date
 of the Award                                              40%

On or after the fourth anniversary date,
 but prior to the fifth anniversary date of
 the Award                                                  60%

On or after the fifth anniversary date,
 but prior to the sixth anniversary date of
 the Award                                                  80%

On or after the sixth anniversary date of
 the Award                                                 100%

(ii)	Waiver of Vesting Schedule.  Notwithstanding the
provisions of Section 7(d)(i) hereof, with respect to any Key
Employee or group of Key Employees, the Committee may elect to
waive or accelerate the vesting schedule set forth in Section
7(d)(i) hereof, in whole or in part, at any time at or after the
time an Award is granted.

(iii)	Death, Disability and Retirement.  Notwithstanding the
provisions of Section 7(d)(i) hereof, upon a Key Employee's death,
Total Disability or retirement on or after reaching the age of 62,
shares of Restricted Stock shall vest on a pro rata basis,
comparing the number of years from the date of the Award to the
date of death, Total Disability or retirement to six years.
Shares of Restricted Stock which do not so vest shall be forfeited
to the Company.



(iv)	Termination of Employment Following a Change in
Control.  Notwithstanding the provisions of Section 7(d)(i)
hereof, if following a Change in Control, a Key Employee's
employment is terminated without Cause or there is a Constructive
Termination Without Cause, all shares of Restricted Stock held by
that Key Employee shall become immediately vested.

(e)	Restrictions.

Until shares of Restricted Stock have vested in accordance with
Section 7(d) hereof, an Award shall be subject to the following
restrictions:

(i)	Nontransferability.  Except as otherwise required by
law, Restricted Stock which has not vested may not be sold,
assigned, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, except to the Company as provided
herein.

(ii)	Other Restrictions.  The Committee may impose such
other restrictions on any Award as it may deem advisable,
including without limitation, stop-transfer orders and other
restrictions set forth in the terms of the Award Agreement or
as the Committee may deem advisable under the rules and
regulations, and other requirements of the Securities and
Exchange Commission, and any applicable federal or state
securities or other laws.

Section 8. Miscellaneous.

(a)	Awards Not Considered Compensation.  No Award made
under the Plan shall be deemed salary or compensation for the
purpose of computing benefits under any employee benefit plan or
other arrangement of any Participating Company for the benefit of
its employees unless the Company shall determine otherwise.

(b)	Absences.  Absence on leave approved by a duly
constituted officer of the Company shall not be considered
interruption or termination of employment for any purposes of the
Plan; provided, however, that no Award may be granted to an
employee while he or she is absent on leave.

(c)	Delivery to Persons Other Than Key Employee.  If the
Committee finds that shares of Restricted Stock are to be
delivered under the Plan to a Key Employee who is unable to care
for his or her affairs because of illness or accident, then any
payment due him or her (unless a prior claim therefor has been
made by a duly appointed legal representative) may, if the
Committee so directs, be paid to his or her spouse, a child, a
relative, an institution maintaining or having custody of such
person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to delivery.
 Any such delivery shall be a complete discharge of the liability
of the Company therefor.



(d)	Plan Copies.  Copies of the Plan and all amendments,
administrative rules and procedures and
interpretations shall be made available to all Key Employees at
all reasonable times at the Company's headquarters.

(e)	Withholding Taxes.  The Company may withhold any taxes
in connection with the Plan that the Company determines it is
required to withhold under the laws and regulations of any
governmental authority, whether federal, state or local and
whether domestic or foreign, including, without limitation, taxes
in connection with the delivery of shares of Restricted Stock or
the vesting of Restricted Stock.  A Key Employee may elect to
satisfy such withholding requirements either by (i) delivery to
the Company of a certified check prior to the delivery of shares
of Restricted Stock which are vested pursuant to Section 7 hereof,
(ii) instructing the Company to retain a sufficient number of
shares of Stock to cover the withholding requirements, or (iii)
instructing the Company to satisfy the withholding requirements
from the Key Employee's salary.

(f)	Governing Law.  The Plan and all rights hereunder shall
be governed by and construed in accordance with the law as of the
State of New York, without giving effect to its rules on conflicts
of law.

(g)	Key Employee Communications.  All elections,
designations, requests, notices, instructions and other
communications from a Key Employee or other person to the
Committee required or permitted under the Plan shall be in such
form as is prescribed from time to time by the Committee and shall
be mailed by first class or delivered to such location as shall be
specified by the Committee.

(h)	Binding on Successors.  The terms of the Plan shall be
binding upon the Company and its successors and assigns.

(i)	Captions.  Captions preceding the sections and clauses
hereof are inserted solely as a matter of convenience and in no
way define or limit the scope or intent of any provisions hereof.

(j)	Severability.  Whenever possible, each provision of the
Plan shall be interpreted in such manner as to be effective and
valid under applicable law.  If any provision of the Plan or the
application thereof to any person or circumstances is prohibited
by or invalid under applicable law, such provision shall be
ineffective to the minimal extent of such prohibition or
invalidity without invalidating the remainder of such provision or
the remaining provisions of the Plan or the application of such
provision to other persons or circumstances.



(k)	Duration,  Amendment, and Termination.  The Plan shall
continue in effect until terminated by the Board  The Board may at
any time amend or terminate this Plan as of any date specified in
a resolution adopted by the Board.  The Plan may also be amended
by the Committee, provided that all such amendments are reported
to the Board.  Amendments may be made without stockholder approval
except as required to satisfy applicable law or stock exchange
requirements.  No amendment of the Plan may affect an Award
theretofore granted under the Plan without the written consent of
the Key Employee affected.  No Award may be granted after this
Plan has terminated.  After the Plan has terminated, the functions
of the Committee shall be limited to supervising the
administration of Awards previously granted.  Termination of the
Plan shall not affect any Award previously granted.








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