As filed with the Securities and Exchange Commission on February 14, 2000
Registration No. 333-_______
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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

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

Delaware                                       95-2588496
(State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

1515 South Manchester Avenue, Anaheim, California  92802-2907
(Address of principal executive offices) (Zip Code)

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

ODETICS, INC. 1997 STOCK INCENTIVE PLAN

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

(Full title of the Plan)

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

GREGORY A. MINER
Chief Financial Officer
Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California  92802
(Name and address of agent for service)
(714) 774-5000
(Telephone number, including area code, of agent for service)

------------------------
CALCULATION OF REGISTRATION FEE

================================================================================================================================
Amount           Proposed Maximum     Proposed Maximum  
Title of Securities                     to be         Offering Price           Aggregate          Amount of   
to be Registered                    Registered(1)      per Share           Offering Price      Registration Fee 
--------------------------------------------------------------------------------------------------------------------------------

Odetics, Inc.
1997 Stock Incentive Plan
Class A Common Stock, $0.10 par value      400,000 shares     $ 18.1875(2)        $7,275,000(2)              $1,920.60
--------------------------------------------------------------------------------------------------------------------------------
Total                                                                                                            $1,920.60
=============================================================================================================================

(1) This Registration Statement shall also cover any additional shares of Class
A Common Stock which become issuable under the 1997 Stock Incentive 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 Class A Common Stock
of Odetics, Inc.

(2) Calculated solely for the purpose of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "Securities Act") on the basis of
the high and low selling prices per share of Class A Common Stock of
Odetics, Inc. on February 8, 2000, as reported on the Nasdaq National
Market.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference
---------------------------------------

Odetics, Inc. hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission:

(a)  Our Annual Report on Form 10-K, as amended, for the fiscal year
ended March 31, 1999;

(b)  Our Quarterly Report on Form 10-Q for the fiscal quarters ended
June 30, 1999 and September 30, 1999;

(c)  Our definitive proxy statement filed with the Securities and
Exchange Commission on July 29, 1999 in connection with our 1999
annual meeting of stockholders;

(d)  Our Current Report on Form 8-K filed with the SEC on July 8, 1999;

(e)  The description of our Class A common stock contained in our
registration statement on Form 8-A filed with the Securities and
Exchange Commission on October 14, 1987 under Section 12 of the
Exchange Act, including any amendment or report filed for the
purpose of updating such; and

(f)  The description of our preferred stock purchase rights contained in
our registration statement on Form 8-A filed with the Securities
and Exchange Commission on May 1, 1998 under Section 12 of the
Exchange Act, including any amendment or report filed for the
purpose of updating such

All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, 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 de-registers 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities
-------------------------

Not Applicable.

Item 5. Interests of Named Experts and Counsel
--------------------------------------

Not Applicable.

II-1

Item 6. Indemnification of Directors and Officers
-----------------------------------------

The Certificate of Incorporation of Odetics, Inc. limits, to the
fullest extent permitted by law, the liability of its directors to Odetics and
its stockholders for monetary damages for breach of the directors' fiduciary
duty. This provision is intended to afford the Registrant's directors the
benefit of the Delaware General Corporation Law (the "Delaware Law"), which
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
except for liability for (i) any breach of their duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii)
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law, or (iv) any
transaction from which the director derives an improper personal benefit.

The Certificate of Incorporation and Bylaws of Odetics, Inc.
requires indemnification of its directors and officers to the maximum extent
permitted by Delaware Law. Section 145 of the Delaware General Corporation Law
authorizes indemnification by a Delaware corporation when a person is made a
party to any proceeding by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or was serving as a
director, officer, employee or agent of another enterprise, at the request of
the corporation, and if such person acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or her conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred and amounts paid
in such proceeding (including attorneys' fees) if actually and reasonably
incurred by him or her in connection therewith. If such a proceeding is brought
by or on behalf of Odetics, such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of Odetics. There can be no indemnification with respect to any matter
as to which such person is adjudged to be liable to Odetics; however, a court
may, even in such case, allow such indemnification to such person for such
expenses as the court deems proper. Where such person is successful in any such
proceeding, he or she is entitled to be indemnified against expenses actually
and reasonably incurred by him or her. In all other cases, indemnification is
made by Odetics upon determination by it that indemnification of such person is
proper because such person has met the applicable standard of conduct.

Odetics has also entered into contractual arrangements with its
directors and officers pursuant to which such persons may be entitled to
indemnity from the Registrant against certain liabilities arising from the
discharge of their duties in such capacities.

Odetics maintains an errors and omissions liability policy for the
benefit of its officers and directors, which may cover certain liabilities of
such individuals to Odetics and its stockholders.

Item 7. Exemption from Registration Claimed
-----------------------------------

Not Applicable.

II-2

Item 8. Exhibits
--------

Exhibit Number   Exhibit
--------------   -------

4.1            Instruments Defining the Rights of Stockholders. Reference is
made to Odetics' Registration Statement No. 001-08762 on Form 
8-A, together with the amendments and exhibits thereto, which
is incorporated herein by reference pursuant to Item 3(e).
5.1            Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1            Consent of Ernst & Young LLP, Independent Auditors.
23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1.
24.1            Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
99.1            Amended and Restated Odetics, Inc. 1997 Stock Incentive Plan.
99.2            Form of Notice of Grant of Stock Option.
99.3            Form of Stock Option Agreement.
99.4            Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction/Change in Control).
99.5            Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Rights)
99.6            Form of Stock Issuance Agreement.
99.7            Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Corporate Transaction/Change in Control).
99.8            Form of Notice of Grant of Automatic Stock Option (Initial
Grant).
99.9            Form of Notice of Grant of Automatic Stock Option (Annual 
Grant)
99.10           Form of Automatic Stock Option Agreement.

Item 9. Undertakings
------------

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 Securities 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 clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities 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 thereof; and (3) to
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the 1997
Stock Incentive Plan.

B.  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange 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.

II-3

C.  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the indemnification provisions summarized in Item
6 above, or otherwise, the registrant has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.

II-4

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 Anaheim, California, on this 11th day of
February, 2000.

ODETICS, INC.

By: /s/ Joel Slutzky,
------------------------------------
Joel Slutzky,
Chairman of the Board and Chief
Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers
and directors of Odetics, Inc., a Delaware corporation, do hereby constitute and
appoint Joel Slutzky and Gregory A. Miner and each of them, their 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 any 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 any one 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. 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.

Signature                      Title                       Date
---------                      -----                       ----

/s/ Joel Slutzky           Chief Executive Officer and
----------------------     Chairman of the Board
Joel Slutzky               (Principal Executive Officer)      February 11, 2000

/s/ Gregory A. Miner       Chief Operating Officer, Chief
----------------------     Financial Officer and Vice         February 11, 2000
Gregory A. Miner           President Finance (Principal
Financial and Accounting
Officer)

II-5

/s/ Kevin C. Daly, Ph.D. 
------------------------   Director                           February 11, 2000
Kevin C. Daly, Ph.D.

/s/ Crandall Gudmundson
------------------------   Director                           February 11, 2000
Crandall Gudmundson

------------------------   Director                          
Ralph R. Mickelson

------------------------   Director                                            
John Seazholtz 

/s/ Jerry F. Muench
------------------------   Director                           February 11, 2000
Jerry F. Muench

------------------------   Director                           
Thomas Thomas

------------------------   Director                                             
Paul E. Wright

II-6

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

TO

FORM S-8

UNDER

SECURITIES ACT OF 1933

ODETICS, INC.

EXHIBIT INDEX

Exhibit Number  Exhibit
--------------  -------

4.1           Instruments Defining the Rights of Stockholders. Reference is
made to Odetics' Registration Statement No. 001-08762 on Form 8-
A, together with the amendments and exhibits thereto, which is
incorporated herein by reference pursuant to Item 3(e).
5.1           Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1           Consent of Ernst & Young LLP, Independent Auditors.
23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1.
24.1           Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
99.1           Amended and Restated Odetics, Inc. 1997 Stock Incentive Plan.
99.2           Form of Notice of Grant of Stock Option.
99.3           Form of Stock Option Agreement.
99.4           Form of Addendum to Stock Option Agreement (Involuntary
Termination
Following Corporate Transaction/Change in Control).
99.5           Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Rights
99.6           Form of Stock Issuance Agreement.
99.7           Form of Addendum to Stock Issuance Agreement (Involuntary
Termination
Following Corporate Transaction/Change in Control).
99.8           Form of Notice of Grant of Automatic Stock Option (Initial
Grant).
99.9           Form of Notice of Grant of Automatic Stock Option (Annual
Grant).
99.10          Form of Automatic Stock Option Agreement.

EXHIBIT 5.1

OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

February 11, 2000

Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California 92802

Re:  Odetics, Inc. Registration Statement on Form S-8 for 400,000
Shares of Class A Common Stock

Ladies and Gentlemen:

We have acted as counsel to Odetics, Inc., a Delaware corporation (the
"Company") in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 400,000 shares of
the Company's Class A Common Stock (the "Shares") under the Odetics, Inc. 1997
Stock Incentive Plan, as amended to date (the "Plan").

This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Plan.  Based on such review, we are of the opinion that if, as and when the
Shares are issued and sold (and the consideration therefor received) pursuant to
(a) the provisions of option agreements duly authorized under the Plan and in
accordance with the Registration Statement, or (b) duly authorized direct stock 
issuance in accordance with the Plan and in accordance with the Registration 
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.  In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.

This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.

Very truly yours,

BROBECK, PHLEGER & HARRISON LLP

EXHIBIT 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement on 
Form S-8, pertaining to the Odetics, Inc. 1997 Stock Incentive Plan, of our 
report dated May 11, 1999, except for Note 1 as to which the date is June 24, 
1999, with respect to the consolidated financial statements and schedule of 
Odetics, Inc. included in its Annual Report (Form 10-K/A) for the year ended 
March 31, 1999, filed with the Securities and Exchange Commission.

Orange County, California                            /s/ Ernst & Young LLP
February 11, 2000 

Exhibit 99.1

AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
----------------------------------------------

It is not necessary that optionees receive a copy of the Amended and
Restated 1997 Stock Incentive Plan (the "Incentive Plan"). The Plan Summary and
Prospectus for the Incentive Plan is designed to provide each optionee with all
the information he or she should need regarding the Incentive Plan and any
outstanding options.

The Incentive Plan includes three separate programs:  the
Discretionary Option Grant Program, the Stock Issuance Program and the Automatic
Option Grant Program.

A total of 1,330,000 shares of the Company's Class A Common Stock are
currently reserved for issuance under the Incentive Plan.  These shares will be
registered under the federal securities laws by means of a Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission.
The Incentive Plan will be updated by Brobeck, Phleger & Harrison LLP to reflect
any future share increases or amendments which may be required by law.

ODETICS, INC.
AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
----------------------------------------------

ARTICLE ONE

GENERAL PROVISIONS
------------------

I.   PURPOSE OF THE PLAN

This 1997 Stock Incentive Plan is intended to promote the interests of
Odetics, Inc., a Delaware corporation, by providing eligible persons with the
opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in
the service of the Corporation.

Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

II.  STRUCTURE OF THE PLAN

A.   The Plan shall be divided into three separate equity programs:

-    the Discretionary Option Grant Program under which eligible
persons may, at the discretion of the Plan Administrator, be granted options to
purchase shares of Class A Common Stock,

-    the Stock Issuance Program under which eligible persons may,
at the discretion of the Plan Administrator, be issued shares of Class A Common
Stock directly, either through the immediate purchase of such shares or as a
bonus for services rendered the Corporation (or any Parent or Subsidiary), and

-    the Automatic Option Grant Program under which eligible non-
employee Board members shall automatically receive option grants at periodic
intervals to purchase shares of Class A Common Stock.

B.   The provisions of Articles One and Five shall apply to all equity
programs under the Plan and shall govern the interests of all persons under the
Plan.

III. ADMINISTRATION OF THE PLAN

A.   The Primary Committee shall have sole and exclusive authority to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to Section 16 Insiders. Administration of the Discretionary Option Grant
and Stock Issuance Programs with respect to all other persons eligible to
participate in those programs may, at the Board's discretion, be vested in the
Primary Committee or a Secondary Committee, or the Board may retain the power to
administer those programs with respect to all such persons.

B.   Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

C.   Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant and
Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of such programs and any outstanding options
or stock issuances thereunder as it may deem necessary or advisable. Decisions
of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the
Discretionary Option Grant and Stock Issuance Programs under its jurisdiction or
any option or stock issuance thereunder.

D.   Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan. 

E.   Administration of the Automatic Option Grant Program shall be
self executing in accordance with the terms of that program, and no Plan
Administrator shall exercise any discretionary functions with respect to any
option grants or stock issuances made under such program.

IV.  ELIGIBILITY

A.   The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

(i)    employees,

2.

(ii)   non-employee members of the Board or the board of
directors of any Parent or Subsidiary, and

(iii)  consultants and other independent advisors who
provide services to the Corporation (or any Parent or Subsidiary).

B.   Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority to determine,
(i) with respect to the option grants under the Discretionary Option Grant
Program, which eligible persons are to receive option grants, the time or times
when such option grants are to be made, the number of shares to be covered by
each such grant, the status of the granted option as either an Incentive Option
or a Nonstatutory Option, the time or times when each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible
persons are to receive stock issuances, the time or times when such issuances
are to be made, the number of shares to be issued to each Participant, the
vesting schedule (if any) applicable to the issued shares and the consideration
to be paid for such shares.

C.   The Plan Administrator shall have the absolute discretion either
to grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program.

D.   The individuals who shall be eligible to participate in the
Automatic Option Grant Program shall be limited to (i) those individuals serving
as non-employee Board members on the Plan Effective Date, (ii) those individuals
who first become non-employee Board members on or after the Plan Effective Date,
whether through appointment by the Board or election by the Corporation's
stockholders, and (ii) those individuals who continue to serve as non-employee
Board members at one or more Annual Stockholders Meetings held after the Plan
Effective Date.

V.   STOCK SUBJECT TO THE PLAN

A.   The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Class A Common Stock, including shares repurchased by
the Corporation on the open market. The maximum number of shares of Class A
Common Stock reserved for issuance over the term of the Plan shall not exceed
1,330,000 shares, subject to certain changes in the Corporation's capital
structure.

B.   No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than 80,000 shares of Class A Common Stock in the aggregate per calendar
year, beginning with the 1997 calendar year.

3.

C.   Shares of Class A Common Stock subject to outstanding options
shall be available for subsequent issuance under the Plan to the extent (i)
those options expire or terminate for any reason prior to exercise in full or
(ii) those options are cancelled in accordance with the option
cancellation/regrant provisions of Section IV of Article Two. Unvested shares
issued under the Plan and subsequently cancelled or repurchased by the
Corporation, at the original exercise or direct issue price paid per share,
pursuant to the Corporation's repurchase rights under the Plan shall be added
back to the number of shares of Class A Common Stock reserved for issuance under
the Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan. However,
shares subject to any options surrendered in connection with the stock
appreciation right provisions of the Plan shall not be available for reissuance.
Should the exercise price of an option under the Plan be paid with shares of
Class A Common Stock or should shares of Class A Common Stock otherwise issuable
under the Plan be withheld by the Corporation in satisfaction of the withholding
taxes incurred in connection with the exercise of an option or the vesting of a
stock issuance under the Plan, then the number of shares of Class A Common Stock
available for issuance under the Plan shall be reduced by the gross number of
shares for which the option is exercised or which vest under the stock issuance,
and not by the net number of shares of Class A Common Stock issued to the holder
of such option or stock issuance.

D.   If any change is made to the Class A Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Class A Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and/or class of securities
issuable under the Plan, (ii) the number and/or class of securities for which
any one person may be granted stock options, separately exercisable stock
appreciation rights and direct stock issuances under the Plan per calendar year,
(iii) the number and/or class of securities for which grants are subsequently to
be made under the Automatic Option Grant Program to new and continuing non-
employee Board members, and (iv) the number and/or class of securities and the
exercise price per share in effect under each outstanding option under the Plan.
Such adjustments to the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits under such
options. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive.

E.   Should the Corporation effect a divestiture of one or more
Subsidiaries through a distribution or spin-off to the Corporation's
stockholders of the securities of the Subsidiary held by the Corporation
("Divestiture"), then the Plan Administrator may, in its sole discretion, make
appropriate adjustments to the number and/or class of securities subject to each
outstanding option and the exercise price payable per share in order to reflect
the effect of the Divestiture on the Corporation's capital structure and the
relative Fair Market Values of the Class A Common Stock and the distributed
securities of the Subsidiary following the Divestiture. Such adjustment may
include the division of the option into two separate options, one for the shares
of Class A Common Stock at the time subject to the option and a second option
for the securities

4.

of the Subsidiary distributable with respect to those shares. The Plan
Administrator may also, in its sole discretion, accelerate the vesting and
exercisability of the option (or any separated option) with respect to one or
more shares of the Class A Common Stock or distributed securities at the time
subject to such option (or the separated option), if and to the extent the
Optionee is to remain in the Corporation's Service following such Divestiture or
is otherwise to provide services to the divested Subsidiary.

5.

ARTICLE TWO

DISCRETIONARY OPTION GRANT PROGRAM
----------------------------------

I.   OPTION TERMS

Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
--------                                  
shall comply with the terms specified below.  Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A.   Exercise Price.
-------------- 

1.   The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Class A Common Stock on the option grant date.

2.   The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Five and the documents evidencing the option, be payable in one or more
of the forms specified below:

(i)    cash or check made payable to the Corporation,

(ii)   shares of Class A Common Stock held for the requisite
period necessary to avoid a charge to the Corporation's earnings for
financial reporting purposes and valued at Fair Market Value on the
Exercise Date, or

(iii)  to the extent the option is exercised for vested
shares, through a special sale and remittance procedure pursuant to which
the Optionee shall concurrently provide irrevocable instructions to (a) a
Corporation designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be
withheld by the Corporation by reason of such exercise and (b) the
Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

6.

B.   Exercise and Term of Options.  Each option shall be exercisable
----------------------------                                   
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option.  However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

C.   Effect of Termination of Service.
-------------------------------- 

1.   The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

(i)    Any option outstanding at the time of the Optionee's
cessation of Service for any reason shall remain exercisable for such
period of time thereafter as shall be determined by the Plan Administrator
and set forth in the documents evidencing the option, but no such option
shall be exercisable after the expiration of the option term.

(ii)   Any option exercisable in whole or in part by the
Optionee at the time of death may be subsequently exercised by the personal
representative of the Optionee's estate or by the person or persons to whom
the option is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution.

(iii)  During the applicable exercise period following
termination of Service, the option may not be exercised in the aggregate
for more than the number of vested shares for which the option is
exercisable on the date of the Optionee's cessation of Service. Upon the
expiration of the applicable exercise period or (if earlier) upon the
expiration of the option term, the option shall terminate and cease to be
outstanding for any vested shares for which the option has not been
exercised. However, the option shall, immediately upon the Optionee's
cessation of Service, terminate and cease to be outstanding to the extent
the option is not otherwise at that time exercisable for vested shares.

(iv)   Should the Optionee's Service be terminated for
Misconduct, then all outstanding options held by the Optionee shall
terminate immediately and cease to be outstanding.

2.   The Plan Administrator shall have complete discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

(i)    extend the period of time for which the option is to
remain exercisable following the Optionee's cessation of Service from the
limited exercise period otherwise in effect for that option to such greater
period of time as the Plan Administrator shall deem appropriate, but in no
event beyond the

7.

expiration of the option term, and/or

(ii)   permit the option to be exercised, during the
applicable Service exercise period following termination of service, not
only with respect to the number of vested shares of Class A Common Stock
for which such option is exercisable at the time of the Optionee's
cessation of Service but also with respect to one or more additional
installments in which the Optionee would have vested had the Optionee
continued in Service.

D.   Stockholder Rights.  The holder of an option shall have no
------------------                                        
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

E.   Repurchase Rights.  The Plan Administrator shall have the
-----------------                                        
discretion to grant options which are exercisable for unvested shares of Class A
Common Stock. Should the Optionee cease Service while holding such unvested
shares, the Corporation shall have the right to repurchase, at the exercise
price paid per share, any or all of those unvested shares. The terms upon which
such repurchase right shall be exercisable (including the period and procedure
for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the document
evidencing such repurchase right.

F.   Limited Transferability of Options.  During the lifetime of the
----------------------------------                             
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Optionee's death. However, a Nonstatutory Option
may, in connection with the Optionee's estate plan, be assigned in whole or in
part during the Optionee's lifetime to one or more members of the Optionee's
immediate family or to a trust established exclusively for one or more such
family members. The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

II.  INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Five shall be applicable to Incentive
Options. Options which are specifically designated as Nonstatutory Options when
issued under the Plan shall not be subject to the terms of this Section II.
---                                            

A.   Eligibility.  Incentive Options may only be granted to Employees.
-----------                                                      

8.

B.   Dollar Limitation.  The aggregate Fair Market Value of the shares
-----------------                                                
of Class A Common Stock (determined as of the respective date or dates of grant)
for which one or more options granted to any Employee under the Plan (or any
other option plan of the Corporation or any Parent or Subsidiary) may for the
first time become exercisable as Incentive Options during any one calendar year
shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

C.   10% Stockholder.  If any Employee to whom an Incentive Option is
---------------                                                 
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Class A Common Stock on the option grant date, and the option term shall not
exceed five (5) years measured from the option grant date.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL

A.   In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable with respect to the total number of shares of Class A Common
Stock at the time subject to such option and may be exercised for any or all of
those shares as fully vested shares of Class A Common Stock. However, an
outstanding option shall not become exercisable on such an accelerated basis if
and to the extent: (i) such option is, in connection with the Corporate
Transaction, to be assumed by the successor corporation (or parent thereof) or
(ii) such option is to be replaced with a cash incentive program of the
successor corporation which preserves the spread existing at the time of the
Corporate Transaction on any shares for which the option is not otherwise at
that time exercisable and provides for subsequent payout in accordance with the
same exercise/vesting schedule applicable to those option shares or (iii) the
acceleration of such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant.

B.   All outstanding repurchase rights shall automatically terminate,
and the shares of Class A Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Corporate Transaction, except to
the extent: (i) those repurchase rights are to be assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction or
(ii) such accelerated vesting is precluded by other limitations imposed by the
Plan Administrator at the time the repurchase right is issued.

C.   Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

D.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the 

9.

number and class of securities which would have been issuable to the Optionee in
consummation of such Corporate Transaction had the option been exercised
immediately prior to such Corporate Transaction. Appropriate adjustments to
reflect such Corporate Transaction shall also be made to (i) the exercise price
payable per share under each outstanding option, provided the aggregate exercise
--------    
price payable for such securities shall remain the same, (ii) the maximum number
and/or class of securities available for issuance over the remaining term of the
Plan and (iii) the maximum number and/or class of securities for which any one
person may be granted stock options, separately exercisable stock appreciation
rights and direct stock issuances under the Plan per calendar year.

E.   The Plan Administrator shall have the discretionary authority to
provide for the automatic acceleration of one or more outstanding options under
the Discretionary Option Grant Program upon the occurrence of a Corporate
Transaction, whether or not those options are to be assumed in the Corporate
Transaction, so that each such option shall, immediately prior to the effect
date of such Corporate Transaction, become fully exercisable with respect to the
total number of shares of Class A Common Stock at the time subject to that
option and may be exercised for any or all of those shares as fully vested
shares of Class A Common Stock. In addition, the Plan Administrator shall have
the discretionary authority to structure one or more of the Corporation's
repurchase rights under the Discretionary Option Grant Program so that those
rights shall not be assignable in connection with such Corporate Transaction and
shall accordingly terminate upon the consummation of such Corporate Transaction,
and the shares subject to those terminated rights shall thereupon vest in full.

F.   The Plan Administrator shall have full power and authority,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to provide for the automatic acceleration of one or
more outstanding options under the Discretionary Option Grant Program in the
event the Optionee's Service is subsequently terminated by reason of an
Involuntary Termination within a designated period (not to exceed eighteen (18)
months) following the effective date of any Corporate Transaction in which those
options are assumed and do not otherwise accelerate. Any options so accelerated
shall remain exercisable for fully vested shares until the earlier of (i) the
-------
expiration of the option term or (ii) the expiration of the one (1) year period
measured from the effective date of the Involuntary Termination. In addition,
the Plan Administrator may provide that one or more of the Corporation's
outstanding repurchase rights with respect to shares held by the Optionee at the
time of such Involuntary Termination shall immediately terminate, and the shares
subject to those terminated repurchase rights shall accordingly vest in full.

G.   The Plan Administrator shall have the discretionary authority to
provide for the automatic acceleration of one or more outstanding options under
the Discretionary Option Grant Program upon the occurrence of a Change in
Control so that each such option shall, immediately prior to the effect date of
such Change in Control, become fully exercisable with respect to the total
number of shares of Class A Common Stock at the time subject to that option and
may be exercised for any or all of those shares as fully vested shares of Class
A Common Stock.  Each such accelerated option shall remain exercisable until the
expiration or sooner termination of the option 

10.

term. In addition, the Plan Administrator shall have the discretionary authority
to structure one or more of the Corporation's repurchase rights under the
Discretionary Option Grant Program so that those rights shall terminate
automatically upon the consummation of such Change in Control, and the shares
subject to those terminated rights shall thereupon vest in full. Alternatively,
the Plan Administrator may condition the automatic acceleration of one or more
outstanding options under the Discretionary Option Grant Program and the
termination of one or more of the Corporation's outstanding repurchase rights
under such program upon the subsequent termination of the Optionee's Service by
reason of an Involuntary Termination within a designated period (not to exceed
eighteen (18) months) following the effective date of such Change in Control.
Each option so accelerated shall remain exercisable for fully vested shares
until the earlier of (i) the expiration of the option term or (ii) the
-------
expiration of the one (1) year period measured from the effective date of such
Involuntary Termination.

H.   The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded.  To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Nonstatutory Option under the Federal tax laws.

I.   The outstanding options shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

IV.  CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program and to grant in substitution new options covering the same or
different number of shares of Class A Common Stock but with an exercise price
per share equal to the Fair Market Value per share of Class A Common Stock on
the new grant date.

V.   STOCK APPRECIATION RIGHTS

A.   The Plan Administrator shall have the authority to grant to
selected Optionees tandem stock appreciation rights and/or limited stock
appreciation rights.

B.   The following terms shall govern the grant and exercise of tandem
stock appreciation rights:

11.

(i)     One or more Optionees may be granted the right, exercisable
upon such terms as the Plan Administrator may establish, to elect between
the exercise of the underlying option for shares Class A Common Stock and
the surrender of that option in exchange for a distribution from the
Corporation in an amount equal to the excess of (a) the Fair Market Value
(on the option surrender date) of the number of shares in which the
Optionee is at the time vested under the surrendered option (or surrendered
portion) over (b) the aggregate exercise price payable for those shares.

(ii)    No such option surrender shall be effective unless it is
approved by the Plan Administrator, either at the time of the actual option
surrender or at any earlier time. If the surrender is so approved, then the
distribution to which the Optionee shall be entitled may be made in shares
of Class A Common Stock valued at Fair Market Value on the option surrender
date, in cash, or partly in shares and partly in cash, as the Plan
Administrator shall in its sole discretion deem appropriate.

(iii)   If the surrender of an option is not approved by the Plan
Administrator, then the Optionee shall retain whatever rights the Optionee
had under the surrendered option (or surrendered portion) on the option
surrender date and may exercise such rights at any time prior to the later
----- 
of (a) five (5) business days after the receipt of the rejection notice or
(b) the last day on which the option is otherwise exercisable in accordance
with the terms of the documents evidencing such option, but in no event may
such rights be exercised more than ten (10) years after the option grant
date.

C.     The following terms shall govern the grant and exercise of
limited stock appreciation rights:

(i)    One or more Section 16 Insiders may be granted limited
stock appreciation rights with respect to their outstanding options.

(ii)   Upon the occurrence of a Hostile Takeover, each individual
holding one or more options with such a limited stock appreciation right
shall have the unconditional right (exercisable for a thirty (30) day
period following such Hostile Takeover) to surrender each such option to
the Corporation, to the extent the option is at the time exercisable for
vested shares of Class A Common Stock. In return for the surrendered
option, the Optionee shall receive a cash distribution from the Corporation
in an amount equal to the excess of (A) the Takeover Price of the shares of
Class A Common Stock which are at the time vested under each surrendered
option (or surrendered portion) over (B) the aggregate exercise price
payable for those shares. Such cash distribution shall be paid within five
(5) days following the option surrender date.

12.

(iii)    The Plan Administrator shall pre-approve, at the time the
limited right is granted, the subsequent exercise of that right in
accordance with the terms of the grant and the provisions of this Section
V. No additional approval of the Plan Administrator or the Board shall be
required at the time of the actual option surrender and cash distribution.

(iv)       The balance of the option (if any) shall remain outstanding
and exercisable in accordance with the documents evidencing such option.

13.

ARTICLE THREE

STOCK ISSUANCE PROGRAM
----------------------

I.   STOCK ISSUANCE TERMS

Shares of Class A Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants.  Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below.

A.   Purchase Price.
-------------- 

1.   The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Class A Common Stock on the issuance date.

2.   Subject to the provisions of Section I of Article Five,
shares of Class A Common Stock may be issued under the Stock Issuance Program
for any combination of the following items of consideration which the Plan
Administrator may deem appropriate in each individual instance:

(i)   cash or check made payable to the Corporation, or

(ii)  past services rendered to the Corporation (or any
Parent or Subsidiary).

B.   Vesting Provisions.
------------------ 

1.   Shares of Class A Common Stock issued under the Stock
Issuance Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
shares of Class A Common Stock issued under the Stock Issuance Program shall be
determined by the Plan Administrator and incorporated into the Stock Issuance
Agreement.

2.   Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Class A Common Stock by reason of any stock dividend, stock
split, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Class A Common Stock as a class without the
Corporation's receipt of consideration shall be issued subject to (i) the same
vesting requirements applicable to the Participant's unvested shares of Class A
Common Stock and (ii) such escrow arrangements as the Plan Administrator shall
deem appropriate.

14.

3.    The Participant shall have full stockholder rights with
respect to any shares of Class A Common Stock issued to the Participant under
the Stock Issuance Program, whether or not the Participant's interest in those
shares is vested.  Accordingly, the Participant shall have the right to vote
such shares and to receive any regular cash dividends paid on such shares.

4.    Should the Participant cease to remain in Service while
holding one or more unvested shares of Class A Common Stock issued under the
Stock Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Class A Common Stock, then those
shares shall be immediately surrendered to the Corporation for cancellation, and
the Participant shall have no further stockholder rights with respect to those
shares.  To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase money note of
the Participant attributable to the surrendered shares.

5.    The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Class A Common
Stock which would otherwise occur upon the cessation of the Participant's
Service or the non attainment of the performance objectives applicable to those
shares.  Such waiver shall result in the immediate vesting of the Participant's
interest in the shares as to which the waiver applies.  Such waiver may be
effected at any time, whether before or after the Participant's cessation of
Service or the attainment or non attainment of the applicable performance
objectives.

II.  CORPORATE TRANSACTION/CHANGE IN CONTROL

A.   All of the Corporation's outstanding repurchase rights under the
Stock Issuance Program shall terminate automatically, and all the shares of
Class A Common Stock subject to those terminated rights shall immediately vest
in full, in the event of any Corporate Transaction, except to the extent (i)
those repurchase rights are to be assigned to the successor corporation (or
parent thereof) in connection with such Corporate Transaction or (ii) such
accelerated vesting is precluded by other limitations imposed in the Stock
Issuance Agreement.

B.   The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued under the Stock
Issuance Program or any time while the Corporation's repurchase rights with
respect to those shares remain outstanding, to structure one or more of those
repurchase rights so that such rights shall not be assignable in connection with
a Corporate Transaction and shall accordingly terminate upon the consummation of
such Corporate Transaction, and the shares subject to those terminated
repurchase rights shall thereupon vest in full. 

15.

C.   The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase rights remain outstanding under the Stock Issuance
Program, to provide that those rights shall automatically terminate in whole or
in part, and the shares of Class A Common Stock subject to those terminated
rights shall immediately vest, in the event the Participant's Service should
subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Corporate Transaction in which those repurchase rights are assigned
to the successor corporation (or parent thereof).

D.   The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase rights with respect to those shares remain
outstanding under the Stock Issuance Program, to structure one or more of those
repurchase rights so that such rights shall automatically terminate in whole or
in part, and the shares of Class A Common Stock subject to those terminated
rights shall immediately vest, upon (i) a Change in Control or (ii) the
subsequent termination of the Participant's Service by reason of an Involuntary
Termination within a designated period (not to exceed eighteen (18) months)
following the effective date of such Change in Control or Involuntary
Termination.

III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.

16.

ARTICLE FOUR

AUTOMATIC OPTION GRANT PROGRAM
------------------------------

I.   OPTION TERMS

A.   Grant Dates.  Option grants shall be made on the dates specified
-----------                                                     
below:

1.   Each individual serving as a non-employee Board member on
the Plan Effective Date shall automatically be granted at that time a
Nonstatutory Option to purchase 5,000 shares of Class A Common Stock, provided
that individual has not previously been in the employ of the Corporation or any
Parent or Subsidiary.

2.   Each individual who is first elected or appointed as a 
non-employee Board member on or after the Plan Effective Date shall
automatically be granted, on the date of such initial election or appointment, a
Nonstatutory Option to purchase 5,000 shares of Class A Common Stock, provided
that individual has not previously been in the employ of the Corporation or any
Parent or Subsidiary.

3.   On the date of each Annual Stockholders Meeting, beginning
with the 1998 Annual Stockholders Meeting, each individual who is to continue to
serve as a non-employee Board member, whether or not that individual is standing
for reelection to the Board at that particular Annual Meeting, shall
automatically be granted a Nonstatutory Option to purchase 4,000 shares of Class
A Common Stock, provided such individual has served as a non-employee Board
member for at least six (6) months.  There shall be no limit on the number of
such 4,000 share option grants any one non-employee Board member may receive
over his or her period of Board service, and non-employee Board members who have
previously been in the employ of the Corporation (or any Parent or Subsidiary)
shall be eligible to receive one or more such annual option grants over their
period of continued Board service.

Stockholder approval of the Plan on the Plan Effective Date will
constitute pre-approval of each option granted pursuant to the express terms of
this Automatic Option Grant Program and the subsequent exercise of that option
in accordance with its terms.

B.   Exercise Price.
-------------- 

1.   The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Class A Common Stock on the
option grant date.

2.   The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

17.

C.   Option Term.  Each option shall have a term of ten (10) years
-----------                                                  
measured from the option grant date.

D.   Exercise and Vesting of Options.  Each initial 5,000 share option
-------------------------------                                  
grant shall be immediately exercisable for any or all of the option shares as
fully vested shares of Class A Common Stock and shall remain so exercisable
until the expiration or sooner termination of the option term.  Each annual
4,000 share grant shall also be immediately exercisable for any or all of the
option shares.  However, the shares of Class A Common Stock purchased under each
annual 4,000 share grant shall be subject to repurchase by the Corporation, at
the exercise price paid per share, upon the Optionee's cessation of Board
service prior to vesting in those shares.  Each annual 4,000 share grant shall
vest, and the Corporation's repurchase right shall lapse, in a series of four
(4) successive equal annual installments upon the Optionee's completion of each
year of Board service over the four (4) year period measured from the automatic
grant date.

E.   Termination of Board Service.  The following provisions shall
----------------------------                                 
govern the exercise of any options held by the Optionee at the time the Optionee
ceases to serve as a Board member:

(i)   The Optionee (or, in the event of Optionee's death,
the personal representative of the Optionee's estate or the person or
persons to whom the option is transferred pursuant to the Optionee's will
or in accordance with the laws of descent and distribution) shall have a
twelve (12) month period following the date of such cessation of Board
service in which to exercise each such option.

(ii)  During the twelve (12) month exercise period, the
option may not be exercised in the aggregate for more than the number of
vested shares of Class A Common Stock for which the option is exercisable
at the time of the Optionee's cessation of Board service.

(iii) Should the Optionee cease to serve as a Board member
by reason of death or Permanent Disability, then all shares at the time
subject to the option shall immediately vest so that such option may,
during the twelve (12) month exercise period following such cessation of
Board service, be exercised for all or any portion of those shares as fully
vested shares of Class A Common Stock.

18.

(iv)  In no event shall the option remain exercisable after
the expiration of the option term. Upon the expiration of the twelve (12)
month exercise period or (if earlier) upon the expiration of the option
term, the option shall terminate and cease to be outstanding for any vested
shares for which the option has not been exercised. However, the option
shall, immediately upon the Optionee's cessation of Board service for any
reason other than death or Permanent Disability, terminate and cease to be
outstanding to the extent the option is not otherwise at that time
exercisable for vested shares.

II.  CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKEOVER

A.   The shares of Class A Common Stock subject to each option
outstanding under this Article Four at the time of a Corporate Transaction but
not otherwise vested shall automatically vest in full so that each such option
shall, immediately prior to the effective date of the Corporate Transaction,
become fully exercisable for all of the shares of Class A Common Stock at the
time subject to such option and may be exercised for all or any portion of those
shares as fully vested shares of Class A Common Stock.  Immediately following
the consummation of the Corporate Transaction, each automatic option grant shall
terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof).

B.   The shares of Class A Common Stock subject to each option
outstanding under this Article Four at the time of a Change in Control but not
otherwise vested shall automatically vest in full so that each such option
shall, immediately prior to the effective date of the Change in Control, become
fully exercisable for all of the shares of Class A Common Stock at the time
subject to such option and may be exercised for all or any portion of those
shares as fully vested shares of Class A Common Stock. Each such option shall
remain exercisable for such fully vested option shares until the expiration or
sooner termination of the option term or the surrender of the option in
connection with a Hostile Takeover.

C.   All outstanding repurchase rights under the Automatic Option
Grant Program shall automatically terminate, and the unvested shares of Class A
Common Stock subject to those terminated rights shall immediately vest in full,
in the event of any Corporate Transaction or Change in Control.

D.   Upon the occurrence of a Hostile Takeover, the Optionee shall
have a thirty (30) day period in which to surrender to the Corporation each of
his or her outstanding automatic option grants.  The Optionee shall in return be
entitled to a cash distribution from the Corporation in an amount equal to the
excess of (i) the Takeover Price of the shares of Class A Common Stock at the
time subject to each surrendered option (whether or not the Optionee is
otherwise at the time vested in those shares) over (ii) the aggregate exercise
price payable for such shares.  Such cash distribution shall be paid within five
(5) days following the surrender of the option to the Corporation. Stockholder
approval of the Plan on the Plan Effective Date shall constitute pre-approval of
the grant of each such option surrender right under this Automatic Option Grant

19.

Program and the subsequent exercise of that right in accordance with the terms
and provisions of this Section II.D.  No additional approval or consent of the
Plan Administrator or the Board shall be required at the time of the actual
option surrender and cash distribution.

E.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to the exercise price payable per
share under each outstanding option, provided the aggregate exercise price
--------                             
payable for such securities shall remain the same.

F.   The grant of options under the Automatic Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

III. REMAINING TERMS

The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for option grants made
under the Discretionary Option Grant Program.

20.

ARTICLE FIVE

MISCELLANEOUS
-------------

I.   FINANCING

The Plan Administrator may permit any Optionee or Participant to pay
the option exercise price under the Discretionary Option Grant Program or the
purchase price of shares issued under the Stock Issuance Program by delivering a
full recourse, interest bearing promissory note payable in one or more
installments. The terms of any such promissory note (including the interest rate
and the terms of repayment) shall be established by the Plan Administrator in
its sole discretion. In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise
price or purchase price payable for the purchased shares (less the par value of
those shares) plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.

II.  TAX WITHHOLDING

A.   The Corporation's obligation to deliver shares of Class A Common
Stock upon the exercise of options or the issuance or vesting of such shares
under the Plan shall be subject to the satisfaction of all applicable Federal,
state and local income and employment tax withholding requirements.

B.   The Plan Administrator may, in its discretion, provide any or all
holders of Nonstatutory Options or unvested shares of Class A Common Stock under
the Plan (other than the options granted or the shares issued under the
Automatic Option Grant Program) with the right to use shares of Class A Common
Stock in satisfaction of all or part of the Taxes incurred by such holders in
connection with the exercise of their options or the vesting of their shares.
Such right may be provided to any such holder in either or both of the following
formats:

Stock Withholding: The election to have the Corporation withhold,
-----------------
from the shares of Class A Common Stock otherwise issuable upon the exercise of
such Nonstatutory Option or the vesting of such shares, a portion of those
shares with an aggregate Fair Market Value equal to the percentage of the Taxes
(not to exceed one hundred percent (100%)) designated by the holder.

Stock Delivery: The election to deliver to the Corporation, at
-------------- 
the time the Nonstatutory Option is exercised or the shares vest, one or more
shares of Class A Common Stock previously acquired by such holder (other than in
connection with the option exercise or share vesting triggering the Taxes) with
an aggregate Fair Market Value equal to the percentage of the Taxes (not to
exceed one hundred percent (100%)) designated by the holder.

21.

III. EFFECTIVE DATE AND TERM OF THE PLAN

A.   The Plan was adopted by the Board on July 25, 1997 and shall
become effective upon approval by the Corporation's stockholders at the 1997
Annual Meeting held on the Plan Effective Date.

B.   The Plan shall terminate upon the earliest to occur of (i)
--------                
September 4, 2007, (ii) the date on which all shares available for issuance
under the Plan shall have been issued as fully vested shares or (iii) the
termination of all outstanding options in connection with a Corporate
Transaction.  Upon such plan termination, all outstanding option grants and
unvested stock issuances shall thereafter continue to have force and effect in
accordance with the provisions of the documents evidencing those grants or
issuances.

IV.  AMENDMENT OF THE PLAN

A.   The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects.  However, no such amendment
or modification shall adversely affect the rights and obligations with respect
to stock options or unvested stock issuances at the time outstanding under the
Plan unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

B.   Options to purchase shares of Class A Common Stock may be granted
under the Discretionary Option Grant Program and shares of Class A Common Stock
may be issued under the Stock Issuance Program that are in each instance in
excess of the number of shares then available for issuance under the Plan,
provided any excess shares actually issued under those programs shall be held in
escrow until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Class A Common Stock available for issuance
under the Plan.  If such stockholder approval is not obtained within twelve (12)
months after the date the first such excess issuances are made, then (i) any
unexercised options granted on the basis of such excess shares shall terminate
and cease to be outstanding and (ii) the Corporation shall promptly refund to
the Optionees and the Participants the exercise or purchase price paid for any
excess shares issued under the Plan and held in escrow, together with interest
(at the applicable Short Term Federal Rate) for the period the shares were held
in escrow, and such shares shall thereupon be automatically cancelled and cease
to be outstanding.

V.   USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares
of Class A Common Stock under the Plan shall be used for general corporate
purposes.

22.

VI.  REGULATORY APPROVALS

A.   The implementation of the Plan, the granting of any stock option
under the Plan and the issuance of any shares of Class A Common Stock (i) upon
the exercise of any granted option or (ii) under the Stock Issuance Program
shall be subject to the Corporation's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the stock
options granted under it and the shares of Class A Common Stock issued pursuant
to it.

B.   No shares of Class A Common Stock or other assets shall be issued
or delivered under the Plan unless and until there shall have been compliance
with all applicable requirements of Federal and state securities laws, including
the filing and effectiveness of the Form S-8 registration statement for the
shares of Class A Common Stock issuable under the Plan, and all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which Class A Common Stock is then listed for trading.

VII. NO EMPLOYMENT/SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

23.

APPENDIX
--------

The following definitions shall be in effect under the Plan:

A.   Automatic Option Grant Program shall mean the automatic option grant
------------------------------                                      
program in effect under the Plan.

B.   Board shall mean the Corporation's Board of Directors.
-----                                                 

C.   Change in Control shall mean a change in ownership or control of the
-----------------                                                   
Corporation effected through either of the following transactions:

(i)  the acquisition, directly or indirectly by any person or related
group of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of
the 1934 Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding securities
pursuant to a tender or exchange offer made directly to the Corporation's
stockholders, or

(ii) a change in the composition of the Board over a period of thirty-
six (36) consecutive months or less such that a majority of the Board
members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (A) have been Board
members continuously since the beginning of such period or (B) have been
elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (A) who were
still in office at the time the Board approved such election or nomination.

D.   Class A Common Stock shall mean the Corporation's Class A Common
--------------------                                            
Stock, which shall be registered under Section 12(g) of the 1934 Act and shall
be entitled to one-tenth of one vote per share on all matters subject to
stockholder approval.

E.   Code shall mean the Internal Revenue Code of 1986, as amended.
----                                                          

F.   Corporate Transaction shall mean either of the following stockholder
---------------------                                               
approved transactions to which the Corporation is a party:

(i)  a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or

A-1.

(ii)  the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

G.   Corporation shall mean Odetics, Inc., a Delaware corporation, and its
-----------                                                          
successors.

H.   Discretionary Option Grant Program shall mean the discretionary option
----------------------------------                                    
grant program in effect under the Plan.

I.   Eligible Director shall mean a non-employee Board member eligible to
-----------------                                                   
participate in the Automatic Option Grant Program in accordance with the
eligibility provisions of Article One.

J.   Employee shall mean an individual who is in the employ of the
--------                                                     
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

K.   Exercise Date shall mean the date on which the Corporation shall have
-------------                                                        
received written notice of the option exercise.

L.   Fair Market Value per share of Class A Common Stock on any relevant
-----------------                                                  
date shall be determined in accordance with the following provisions:

(i)  If the Class A Common Stock is at the time traded on the
Nasdaq National Market, then the Fair Market Value shall be deemed equal to
the closing selling price per share of Class A Common Stock on the date in
question, as such price is reported on the Nasdaq National Market or any
successor system. If there is no closing selling price for the Class A
Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such
quotation exists.

(ii) If the Class A Common Stock is at the time listed on any
Stock Exchange, then the Fair Market Value shall be deemed equal to the
closing selling price per share of Class A Common Stock on the date in
question on the Stock Exchange determined by the Plan Administrator to be
the primary market for the Class A Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.
If there is no closing selling price for the Class A Common Stock on the
date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.

A-2.

M.   Hostile Takeover shall mean the acquisition, directly or indirectly,
----------------                                                    
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities  pursuant to a tender or exchange offer made directly to
the Corporation's stockholders which the Board does not recommend such
stockholders to accept.

N.   Incentive Option shall mean an option which satisfies the requirements
----------------                                                      
of Code Section 422.

O.   Involuntary Termination shall mean the termination of the Service of
-----------------------                                             
any individual which occurs by reason of:

(i)  such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(ii) such individual's voluntary resignation following (A) a
change in his or her position with the Corporation which materially reduces
his or her duties and responsibilities or the level of management to which
he or she reports, (B) a reduction in his or her level of compensation
(including base salary, fringe benefits and target bonus under any
corporate performance based bonus or incentive programs) by more than
fifteen percent (15%) or (C) a relocation of such individual's place of
employment by more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Corporation without the
individual's consent.

P.   Misconduct shall mean the commission of any act of fraud, embezzlement
----------                                                            
or dishonesty by the Optionee or Participant, any unauthorized use or disclosure
by such person of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any other intentional misconduct by such
person adversely affecting the business or affairs of the Corporation (or any
Parent or Subsidiary) in a material manner.  The foregoing definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge
of any Optionee, Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).

Q.   1934 Act shall mean the Securities Exchange Act of 1934, as amended.
--------                                                            

R.   Nonstatutory Option shall mean an option not intended to satisfy  the
-------------------                                                  
requirements of Code Section 422.

S.   Optionee shall mean any person to whom an option is granted under the
--------                                                             
Discretionary Option Grant or Automatic Option Grant Program.

A-3.

T.   Parent shall mean any corporation (other than the Corporation) in an
------                                                              
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

U.   Participant shall mean any person who is issued shares of Class A
-----------                                                      
Common Stock under the Stock Issuance Program.

V.   Permanent Disability or Permanently Disabled shall mean the inability
--------------------------------------------                         
of the Optionee or the Participant to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more.  However, solely for purposes of the Automatic Option Grant Program,
Permanent Disability or Permanently Disabled shall mean the inability of the
non-employee Board member to perform his or her usual duties as a Board member
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more.

W.   Plan shall mean the Corporation's 1997 Stock Incentive Plan, as set
----                                                               
forth in this document.

X.   Plan Administrator shall mean the particular entity, whether the
------------------                                              
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction.

Y.   Plan Effective Date shall mean September 5, 1997, the date of the 1997
-------------------                                                   
Annual Stockholders Meeting at which the Plan is approved by the Corporation's
stockholders.

Z.   Primary Committee shall mean the committee of two (2) or more non-
-----------------                                                
employee Board members appointed by the Board to administer the Discretionary
Option Grant and Stock Issuance Programs with respect to Section 16 Insiders.

AA.  Secondary Committee shall mean a committee of one (1) or more Board
-------------------                                                
members appointed by the Board to administer the Discretionary Option Grant and
Stock Issuance Programs with respect to eligible persons other than Section 16
Insiders.

AB.  Section 16 Insider shall mean an officer or director of the
------------------                                         
Corporation subject to the short swing profit liabilities of Section 16 of the
1934 Act.

A-4

AC.  Service shall mean the performance of services for the Corporation (or
-------                                                               
any Parent or Subsidiary) by a person in the capacity of an Employee, a non-
employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

AD.  Stock Exchange shall mean either the American Stock Exchange or the
--------------                                                     
New York Stock Exchange.

AE.  Stock Issuance Agreement shall mean the agreement entered into by the
------------------------                                             
Corporation and the Participant at the time of issuance of shares of Class A
Common Stock under the Stock Issuance Program.

AF.  Stock Issuance Program shall mean the stock issuance program in effect
----------------------                                                
under the Plan.

AG.  Subsidiary shall mean any corporation (other than the Corporation) in
----------                                                           
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

AH.  Takeover Price shall mean the greater of (i) the Fair Market Value per
--------------                -------                                 
share of Class A Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Takeover or (ii) the highest reported
price per share of Class A Common Stock paid by the tender offeror in effecting
such Hostile Takeover.  However, if the surrendered option is an Incentive
Option, the Takeover Price shall not exceed the clause (i) price per share.

AI.  Taxes shall mean the Federal, state and local income and employment
-----                                                              
tax liabilities incurred by the holder of Nonstatutory Options or unvested
shares of Class A Common Stock in connection with the exercise of those options
or the vesting of those shares.

AJ.  10% Stockholder shall mean the owner of stock (as determined under
---------------                                                   
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

A-5.

Exhibit 99.2

DISCRETIONARY OPTION GRANT PROGRAM
----------------------------------

NOTICE OF GRANT OF STOCK OPTION
-------------------------------

The short-form notice should be used for all options granted under the
Discretionary Option Grant Program, whether to employees, consultants, or
Section 16 Insiders.  It is designed to incorporate all of the variable data
--------     
applicable to the option grant. This Form is not appropriate for automatic
---                          
option grants to non-employee Board members.

This form is used to evidence both incentive and non-statutory stock
options.  It incorporates the Company's standard four (4)-year installment
exercise schedule.

The Notice of Grant should be completed by adding the following
details:

1.   Optionee's name.

2.   Grant Date.  This will generally be the date of the Compensation
Committee Meeting approving the option grant.  However, if the
Committee approves an option grant for an individual who has not
yet commenced service with the Company, then the Grant Date must
be the later date on which that individual actually commences
service, and the exercise price must be set at that time.

3.   Exercise Price.  This will be the closing selling price of the
Company's Class A Common Stock on the Nasdaq National Market on
the Grant Date.

4.   Number of Option Shares.

5.   Expiration Date.  The standard term for options granted under the
Incentive Plan is ten (10) years from the Grant Date.
Accordingly, the Expiration Date must be the date immediately
preceding the tenth anniversary of the Grant Date.  For example,
the Expiration Date of an option granted on December 1, 1997
would be November 30, 2007.  This is important to protect the
status of incentive stock options for Federal tax law purposes.

6.   Option's status as an incentive or non-statutory stock option.
Again this should be determined by the Compensation Committee at
the time of grant.  An incentive stock option may only be granted
to an employee of the Company.  Consultants or other non-
employees may only receive non-statutory stock options.
Incentive stock options are also subject to an annual $100,000-
limitation on initial exercisability per calendar year.
Accordingly, attention should be paid to the aggregate value of
the shares granted pursuant to an incentive stock option.  If
that value exceeds $100,000, the advice of Brobeck, Phleger &
Harrison LLP should be sought to correctly document the option.

ODETICS, INC.
NOTICE OF GRANT OF STOCK OPTION
-------------------------------

Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Class A Common Stock of Odetics, Inc. (the
"Corporation"):

Optionee: ____________________________________________________________
-------- 
Grant Date: __________________________________________________________
---------- 
Vesting Commencement Date: ___________________________________________
------------------------- 
Exercise Price:$ ____________________________________________per share
--------------                                              
Number of Option Shares: _______________________________________shares
-----------------------                                   
Expiration Date: _____________________________________________________
--------------- 
Type of Option:  ______  Incentive Stock Option
--------------                                 
______  Nonstatutory Stock Option

Exercise Schedule:  The Option shall become exercisable for twenty
-----------------
five percent (25%) of the Option Shares upon Optionee's completion of
one (1) year of Service measured from the Vesting Commencement Date
and shall become exercisable for the balance of the Option Shares in
thirty-six (36) successive equal monthly installments upon Optionee's
completion of each additional month of Service over the thirty-six
(36) month period measured from the first anniversary of the Vesting
Commencement Date. In no event shall the Option become exercisable for
any additional Option Shares after Optionee's cessation of Service.

Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the Odetics, Inc. 1997 Stock Incentive Plan
(the "Plan"). Optionee further agrees to be bound by the terms of the Plan and
the terms of the Option as set forth in the Stock Option Agreement attached
hereto as Exhibit A. Optionee hereby acknowledges receipt of a copy of the
official prospectus for the Plan in the form attached hereto as Exhibit B. A
copy of the Plan is available upon request made to the Corporate Secretary at
the Corporation's principal offices.

No Employment or Service Contract.  Nothing in this Notice or in the
---------------------------------                                   
attached Stock Option Agreement or in the Plan shall confer upon Optionee any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of Optionee, which
rights are hereby expressly reserved by each, to terminate Optionee's Service at
any time for any reason, with or without cause.

Definitions.  All capitalized terms in this Notice shall have the
-----------                                                      
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

DATED:________________________, 199__

ODETICS, INC.

By: _______________________________________

Title: ____________________________________

___________________________________________
OPTIONEE

Address: __________________________________

___________________________________________

ATTACHMENTS
-----------
Exhibit A - Stock Option Agreement
Exhibit B - Plan Summary and Prospectus

2.

1.

EXHIBIT A
---------

STOCK OPTION AGREEMENT
----------------------

3.

2.

EXHIBIT A
---------

STOCK OPTION AGREEMENT
----------------------

EXHIBIT B
---------

PLAN SUMMARY AND PROSPECTUS
---------------------------

EXHIBIT 99.3

ODETICS, INC.
STOCK OPTION AGREEMENT
----------------------

RECITALS
--------

A.   The Board has adopted the Plan for the purpose of retaining the
services of selected Employees, non-employee members of the Board or of the
board of directors of any Parent or Subsidiary and consultants and other
independent advisors who provide services to the Corporation (or any Parent or
Subsidiary).

B.   Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

NOW, THEREFORE, it is hereby agreed as follows:

1.  Grant of Option.  The Corporation hereby grants to Optionee, as of
---------------                                                   
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice.  The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

2.  Option Term.  This option shall have a maximum term of ten (10)
-----------                                                    
years measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.

3.  Limited Transferability.  This option shall be neither
-----------------------                               
transferable nor assignable by Optionee other than by will or by the laws of
descent and distribution following Optionee's death and may be exercised, during
Optionee's lifetime, only by Optionee.  However, if this option is designated a
Nonstatutory Option in the Grant Notice, then this option may, in connection
with the Optionee's estate plan, be assigned in whole or in part during
Optionee's lifetime to one or more members of the Optionee's immediate family or
to a trust established for the exclusive benefit of one or more such family
members.  The assigned portion shall be exercisable only by the person or
persons who acquire a proprietary interest in the option pursuant to such
assignment.  The terms applicable to the assigned portion shall be the same as
those in effect for this option immediately prior to such assignment.

4.  Dates of Exercise.  This option shall become exercisable for the
-----------------                                               
Option Shares in one or more installments as specified in the Grant Notice.  As
the option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.

5.  Cessation of Service.  The option term specified in Paragraph 2
--------------------                                           
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

(a) Should Optionee cease to remain in Service for any
reason (other than death, Permanent Disability or Misconduct) while this
option is outstanding, then the period for which this options shall remain
exercisable shall be limited to a period of three (3) months commencing
with the date of such cessation of Service, but in no event shall this
option be exercisable at any time after the Expiration Date.

(b) Should Optionee die while holding this option, then
the personal representative of Optionee's estate or the person or persons
to whom the option is transferred pursuant to Optionee's will or in
accordance with the laws of inheritance shall have the right to exercise
this option. Such right shall lapse, and this option shall cease to be
outstanding, upon the earlier of (i) expiration of the twelve (12)-month
-------
period measured from the date of Optionee's death or (ii) the Expiration
Date.

(c) Should Optionee cease Service by reason of
Permanent Disability while this option is outstanding, then the period for
exercising this option shall be limited to a period of twelve (12) months
commencing with the date of such cessation of Service. In no event,
however, shall this option be exercisable at any time after the Expiration
Date.

(d) During the limited period of post-Service
exercisability, this option may not be exercised in the aggregate for more
than the number of vested Option Shares for which the option is exercisable
at the time of Optionee's cessation of Service. Upon the expiration of such
limited exercise period or (if earlier) upon the Expiration Date, this
option shall terminate and cease to be outstanding for any vested Option
Shares for which the option has not been exercised. However, this option
shall, immediately upon Optionee's cessation of Service for any reason,
terminate and cease to be outstanding with respect to any Option Shares in
which Optionee is not otherwise at that time vested or for which this
option is not otherwise at that time exercisable.

(e) Should Optionee's Service be terminated for

2.

Misconduct, then this option shall terminate immediately and cease to remain
outstanding.

6.   Special Acceleration of Option.
------------------------------ 

(a) This option to the extent outstanding at the time of a
Corporate Transaction, but not otherwise fully exercisable, shall automatically
accelerate so that this option shall, immediately prior to the effective date of
such Corporate Transaction, become exercisable for all of the Option Shares at
the time subject to this option and may be exercised for any or all of those
Option Shares as fully vested shares of Class A Common Stock. No such
acceleration of this option shall occur, however, if and to the extent: (i) this
option is, in connection with the Corporate Transaction, to be assumed by the
successor corporation (or parent thereof) or (ii) this option is to be replaced
with a cash incentive program of the successor corporation which preserves the
spread existing at the time of the Corporate Transaction on the Option Shares
for which this option is not otherwise at that time exercisable (the excess of
the Fair Market Value of those Option Shares over the aggregate Exercise Price
payable for such shares) and provides for subsequent payout in accordance with
the same option exercise/vesting schedule set forth in the Grant Notice.

(b) Immediately following the Corporate Transaction, this option
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof) in connection with the Corporate
Transaction.

(c) If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately after
such Corporate Transaction, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Corporate
Transaction had the option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the Exercise
Price, provided the aggregate Exercise Price shall remain the same.
--------                                                    

(d) This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

7.   Adjustment to Option Shares.
--------------------------- 

(a) Should any change be made to the Class A Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Class A
Common Stock as a class without the Corporation's receipt of consideration,
appropriate adjustments shall be made to (i) the total number and/or class of
securities subject to this option and (ii) the Exercise Price in order to
reflect such change and thereby preclude a dilution or enlargement of benefits
hereunder.

(b) Should the Corporation effect a divestiture of one or more
Subsidiaries through a distribution or spin-off to the Corporation's
stockholders of the securities of the Subsidiary held by the Corporation
("Divestiture"), then the Plan Administrator may, in its sole

3.

discretion, make appropriate adjustments to the number and/or class of
securities subject to this option and the Exercise Price in order to reflect the
effect of the Divestiture on the Corporation's capital structure and the
relative Fair Market Values of the Class A Common Stock and the distributed
securities of the Subsidiary following the Divestiture. Such adjustment may
include, without limitation, the division of this option into two separate
options, one for the shares of Class A Common Stock at the time subject to this
option and a second option for the securities of the Subsidiary distributable
with respect to those shares. The Plan Administrator may also, in its sole
discretion, accelerate the vesting and exercisability of this option (or any
separated option) for one or more shares of the Class A Common Stock or
distributed securities at the time subject to this option (or any separated
option), if and to the extent the Optionee is to remain in the Corporation's
Service following such Divestiture or is otherwise to provide services to the
divested Subsidiary.

8.   Stockholder Rights.  The holder of this option shall not have any
------------------                                               
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

9.   Manner of Exercising Option.
--------------------------- 

(a) In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:

(i)      Execute and deliver to the Corporation a
Notice of Exercise for the Option Shares for which the option is exercised.

(ii)     Pay the aggregate Exercise Price for the
purchased shares in one or more of the following forms:

(A) cash or check made payable to the Corporation;

(B) a promissory note payable to the Corporation,
but only to the extent authorized by the Plan Administrator in
accordance with Paragraph 13;

(C) shares of Class A Common Stock held by
Optionee (or any other person or persons exercising the option) for
the requisite period necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at Fair Market
Value on the Exercise Date; or

(D) through a special sale and remittance
procedure pursuant to which Optionee (or any other person or persons
exercising the option) shall concurrently provide irrevocable
instructions (I) to a Corporation-designated brokerage firm to effect
the immediate sale of

4.

the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover
the aggregate Exercise Price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such exercise
and (II) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete
the sale.

Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the
Exercise Price must accompany the Notice of Exercise delivered to the
Corporation in connection with the option exercise.

(iii)  Furnish to the Corporation appropriate
documentation that the person or persons exercising the option (if other
than Optionee) have the right to exercise this option.

(iv)   Make appropriate arrangements with the
Corporation (or Parent or Subsidiary employing or retaining Optionee) for
the satisfaction of all Federal, state and local income and employment tax
withholding requirements applicable to the option exercise.

(b) As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.

(c) In no event may this option be exercised for any fractional
shares.

10.  Compliance with Laws and Regulations.
------------------------------------ 

(a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Class A Common Stock may be listed for trading at the
time of such exercise and issuance.

(b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Class A Common Stock pursuant to this option
shall relieve the Corporation of any liability with respect to the non-issuance
or sale of the Class A Common Stock as to which such approval shall not have
been obtained. The Corporation, however, shall use its best efforts to obtain
all such approvals.

11.  Successors and Assigns.  Except to the extent otherwise provided
----------------------                                          
in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the
benefit of, and be binding

5.

upon, the Corporation and its successors and assigns and Optionee, Optionee's
assigns and the legal representatives, heirs and legatees of Optionee's estate.

12.  Notices.  Any notice required to be given or delivered to the
-------                                                      
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices.  Any notice required to
be given or delivered to Optionee shall be in writing and addressed to Optionee
at the address indicated below Optionee's signature line on the Grant Notice.
All notices shall be deemed effective upon personal delivery or upon deposit in
the U.S. mail, postage prepaid and properly addressed to the party to be
notified.

13.  Financing.  The Plan Administrator may, in its absolute
---------                                              
discretion and without any obligation to do so, permit Optionee to pay the
Exercise Price for the purchased Option Shares by delivering a full-recourse
promissory note payable to the Corporation.  The terms of any such promissory
note (including the interest rate, the requirements for collateral and the terms
of repayment) shall be established by the Plan Administrator in its sole
discretion.

14.  Construction.  This Agreement and the option evidenced hereby are
------------                                                     
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan.  All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this option.

15.  Governing Law.  The interpretation, performance and enforcement
-------------                                                  
of this Agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.

16.  Excess Shares.  If the Option Shares covered by this Agreement
-------------                                                 
exceed, as of the Grant Date, the number of shares of Class A Common Stock which
may without stockholder approval be issued under the Plan, then this option
shall be void with respect to those excess shares, unless stockholder approval
of an amendment sufficiently increasing the number of shares of Class A Common
Stock issuable under the Plan is obtained in accordance with the provisions of
the Plan.

17.  Additional Terms Applicable to an Incentive Option.  In the even
--------------------------------------------------               
this option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

(a) This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this option is
exercised for one or more Option Shares: (A) more than three (3) months
after the date Optionee ceases to be an Employee for any reason other than
death or Permanent Disability or (B) more than twelve (12) months after the
date Optionee ceases to be an Employee by reason of Permanent Disability.

(b) No installment under this option shall qualify for
favorable tax treatment as an Incentive Option if (and to the extent) the

6.

aggregate Fair Market Value (determined at the Grant Date) of the Class A Common
Stock for which such installment first becomes exercisable hereunder would, when
added to the aggregate value (determined as of the respective date or dates of
grant) of the Class A Common Stock or other securities for which this option or
any other Incentive Options granted to Optionee prior to the Grant Date (whether
under the Plan or any other option plan of the Corporation or any Parent or
Subsidiary) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred
Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this
option shall nevertheless become exercisable for the excess shares in such
calendar year as a Nonstatutory Option.

(c) Should the exercisability of this option be accelerated
upon a Corporate Transaction, then this option shall qualify for favorable tax
treatment as an Incentive Option only to the extent the aggregate Fair Market
Value (determined at the Grant Date) of the Class A Common Stock for which this
option first becomes exercisable in the calendar year in which the Corporate
Transaction occurs does not, when added to the aggregate value (determined as of
the respective date or dates of grant) of the Class A Common Stock or other
securities for which this option or one or more other Incentive Options granted
to Optionee prior to the Grant Date (whether under the Plan or any other option
plan of the Corporation or any Parent or Subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in
the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000)
limitation be exceeded in the calendar year of such Corporate Transaction, the
option may nevertheless be exercised for the excess shares in such calendar year
as a Nonstatutory Option.

(d) Should Optionee hold, in addition to this option, one or
more other options to purchase Class A Common Stock which become exercisable for
the first time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.

7.

EXHIBIT I
NOTICE OF EXERCISE

I hereby notify Odetics, Inc. (the "Corporation") that I elect to
purchase___________shares of the Corporation's Class A Common Stock (the
"Purchased Shares") at the option exercise price of $_______________________per
share (the "Exercise Price") pursuant to that certain option (the "Option")
granted to me under the Corporation's 1997 Stock Incentive Plan on_____________,
199___.

Concurrently with the delivery of this Exercise Notice to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise.  Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price.

_______________________________, 199__
Date

____________________________________________
Optionee

Address:____________________________________

____________________________________________

Print name in exact manner
it is to appear on the
stock certificate:                  ____________________________________________

Address to which certificate
is to be sent, if different
from address above:                 ___________________________________________

Social Security Number:              ___________________________________________

Employee Number:                     ___________________________________________

APPENDIX
--------

The following definitions shall be in effect under the Agreement:

A.   Agreement shall mean this Stock Option Agreement.
---------                                        

B.   Board shall mean the Corporation's Board of Directors.
-----                                                 

C.   Class A Common Stock shall mean shares of the Corporation's Class A
--------------------                                               
common stock.

D.   Code shall mean the Internal Revenue Code of 1986, as amended.
----                                                          

E.   Corporate Transaction shall mean either of the following stockholder-
---------------------                                               
approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction, or

(ii) the sale, transfer or other disposition of all or substantially
all of the Corporation's assets in complete liquidation or dissolution of the
Corporation.

F.   Corporation shall mean Odetics, Inc., a Delaware corporation.
-----------                                                  

G.   Divestiture shall have the meaning assigned to such term in Paragraph
-----------                                                          
7(b).

H.   Employee shall mean an individual who is in the employ of the
--------                                                     
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

I.   Exercise Date shall mean the date on which the option shall have been
-------------                                                        
exercised in accordance with Paragraph 9 of the Agreement.

J.   Exercise Price shall mean the exercise price per Option Share as
--------------                                                  
specified in the Grant Notice.

K.   Expiration Date shall mean the date on which the option expires as
---------------                                                   
specified in the Grant Notice.

A-1.

L.   Fair Market Value per share of Class A Common Stock on any relevant
-----------------                                                  
date shall be determined in accordance with the following provisions:

(i) If the Class A Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be deemed equal to the closing
selling price per share of Class A Common Stock on the date in question, as the
price is reported by the National Association of Securities Dealers on the
Nasdaq National Market or any successor system.  If there is no closing selling
price for the Class A Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for which
such quotation exists.

(ii) If the Class A Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be deemed equal to the closing
selling price per share of Class A Common Stock on the date in question on the
Stock Exchange determined by the Plan Administrator to be the primary market for
the Class A Common Stock, as such price is officially quoted in the composite
tape of transactions on such exchange.  If there is no closing selling price for
the Class A Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which such
quotation exists.

M.   Grant Date shall mean the date of grant of the option as specified in
----------                                                           
the Grant Notice.

N.   Grant Notice shall mean the Notice of Grant of Stock Option
------------                                               
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

O.   Incentive Option shall mean an option which satisfies the requirements
----------------                                                      
of Code Section 422.

P.   Misconduct shall mean the commission of any act of fraud, embezzlement
----------                                                            
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner.  The foregoing definition shall not be deemed to be inclusive
of all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of Optionee or any other
individual in the Service of the Corporation (or any Parent or Subsidiary).

Q.   Nonstatutory Option shall mean an option not intended to satisfy the
-------------------                                                 
requirements of Code Section 422.

R.   Notice of Exercise shall mean the notice of exercise in the form
------------------                                              
attached hereto as Exhibit I.

A-2.

S.   Option Shares shall mean the number of shares of Class A Common Stock
-------------                                                        
subject to the option as specified in the Grant Notice.

T.   Optionee shall mean the person to whom the option is granted as
--------                                                       
specified in the Grant Notice.

U.   Parent shall mean any corporation (other than the Corporation) in an
------                                                              
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

V.   Permanent Disability shall mean the inability of Optionee to engage in
--------------------                                                  
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or has lasted
or can be expected to last for a continuous period of twelve (12) months or
more.

W.   Plan shall mean the Corporation's 1997 Stock Incentive Plan.
----                                                        

X.   Plan Administrator shall mean either the Board or a committee of the
------------------                                                  
Board acting in its capacity as administrator of the Plan.

Y.   Service shall mean the Optionee's performance of services for the
-------                                                          
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-
employee member of the board of directors or a consultant or independent
advisor.

Z.   Stock Exchange shall mean the American Stock Exchange or the New York
--------------                                                       
Stock Exchange.

AA.  Subsidiary shall mean any corporation (other than the Corporation) in
----------                                                           
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

A-3.

Exhibit 99.4

DISCRETIONARY OPTION GRANT PROGRAM
----------------------------------

ADDENDUM TO STOCK OPTION AGREEMENT

ACCELERATION UPON INVOLUNTARY TERMINATION
FOLLOWING CORPORATE TRANSACTION OR CHANGE IN CONTROL

Article Two, Section III.F. and Section III.G. of the Incentive Plan
provide the Plan Administrator with discretion to provide for the automatic
acceleration of outstanding options upon the involuntary termination of the
optionee's service with the Company within a designated period (not to exceed
eighteen (18) months) following a Corporate Transaction in which the option was
assumed or following a Change in Control.  This Addendum should be included as
part of the option documentation only in the limited cases in which the Plan
Administrator deems it appropriate.

In order to complete the Addendum, the optionee's name should be
inserted in the first paragraph of the Addendum and the Company should sign and
date the Addendum.

ADDENDUM
TO
STOCK OPTION AGREEMENT

The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement (the "Option Agreement") by
and between Odetics, Inc. (the "Corporation") and _____________________________
("Optionee") evidencing the stock option (the "Option") granted on ________, 
199 ___ to Optionee under the terms of the Corporation's 1997 Stock Incentive
Plan, and such provisions shall be effective immediately. All capitalized terms
in this Addendum, to the extent not otherwise defined herein, shall have the
meanings assigned to them in the Option Agreement.

INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION/CHANGE IN CONTROL

1.   To the extent the Option is, in connection with a Corporate
Transaction, to be assumed in accordance with Paragraph 6 of the Option
Agreement, the Option shall not accelerate upon the occurrence of that Corporate
Transaction, and the Option shall accordingly continue, over Optionee's period
of Service after the Corporate Transaction, to become exercisable for the Option
Shares in one or more installments in accordance with the provisions of the
Option Agreement. However, immediately upon an Involuntary Termination of
Optionee's Service within eighteen (18) months following such Corporate
Transaction, the assumed Option, to the extent outstanding at the time but not
otherwise fully exercisable, shall automatically accelerate so that the Option
shall become immediately exercisable for all the Option Shares at the time
subject to the Option and may be exercised for any or all of those Option Shares
as fully vested shares.

2.   The Option shall not accelerate upon the occurrence of a Change
in Control, and the Option shall, over Optionee's period of Service following
such Change in Control, continue to become exercisable for the Option Shares in
one or more installments in accordance with the provisions of the Option
Agreement. However, immediately upon an Involuntary Termination of Optionee's
Service within eighteen (18) months following the Change in Control, the Option,
to the extent outstanding at the time but not otherwise fully exercisable, shall
automatically accelerate so that the Option shall become immediately exercisable
for all the Option Shares at the time subject to the Option and may be exercised
for any or all of those Option Shares as fully vested shares.

3.   The Option as accelerated under Paragraph 1 or 2 shall remain so
exercisable until the earlier of (i) the Expiration Date or (ii) the expiration
-------                                                  
of the one (1)-year period measured from the date of the Optionee's Involuntary
Termination.

4.   For purposes of this Addendum the following definitions shall be
in effect:

(i)  An Involuntary Termination shall mean the termination of
Optionee's Service by reason of:

(A) Optionee's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(B) Optionee's voluntary resignation following (A) a change
in Optionee's position with the Corporation (or Parent or Subsidiary
employing Optionee) which materially reduces Optionee's duties and
responsibilities or the level of management to which Optionee reports,
(B) a reduction in Optionee's level of compensation (including base
salary, fringe benefits and target bonus under any corporate
performance based bonus or incentive programs) by more than fifteen
percent (15%) or (C) a relocation of Optionee's place of employment by
more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Corporation without
Optionee's consent.

(ii) A Change in Control shall be deemed to occur in the event of
a change in ownership or control of the Corporation effected through either of
the following transactions:

(A) the acquisition, directly or indirectly, by any
person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is
under common control with, the Corporation) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities pursuant to a tender
or exchange offer made directly to the Corporation's stockholders, or

(B) a change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases, by reason of one or more
contested elections for Board membership, to be comprised of
individuals who either (i) have been Board members continuously since
the beginning of such period or (ii) have been elected or nominated
for election as Board members during such period by at least a
majority of the Board members described in clause (i) who were still
in office at the time the Board approved such election or nomination.

5.   The provisions of Paragraph 1 of this Addendum shall govern the
period for which the Option is to remain exercisable following the Involuntary
Termination of Optionee's Service within eighteen (18) months after the
Corporate Transaction or Change in Control and shall supersede any provisions to
the contrary in Paragraph 5 of the Option Agreement.

2.

IN WITNESS WHEREOF, Odetics, Inc. has caused this Addendum to be
executed by its duly-authorized officer as of the Effective Date specified
below.

ODETICS, INC.                 

By: ____________________________

Title:__________________________

EFFECTIVE DATE:  _________________, 199__

3.

Exhibit 99.5

DISCRETIONARY OPTION GRANT PROGRAM
----------------------------------

ADDENDUM TO STOCK OPTION AGREEMENT

LIMITED STOCK APPRECIATION RIGHT

Article Two, Section V of the Incentive Plan allows the Plan
Administrator, discretion to grant two different types of Stock Appreciation
Right ("SAR").  Any optionee may be awarded a right to surrender all or part of
his/her unexercised option in exchange for a cash payment from the Company equal
to the excess of the fair market value of the vested shares of Class A Common
Stock subject to the option on the surrender date over the aggregate exercise
price for those shares.  Surrender of the option is, however, subject to the
discretion of the Plan Administrator.  This is not a right that would normally
be offered to optionees because of the adverse compensation expense associated
with such right.  If the Company decides to offer this feature, Brobeck, Phleger
& Harrison LLP will prepare the necessary documentation.

The second type of SAR is available only to Section 16 Insiders and
-------------------    
should be provided to each such individual in connection with any option grant
made under the Incentive Plan.  In the event of a hostile take-over of the
Company, the option, to the extent it is exercisable for vested shares of Class
A Common Stock, may be surrendered to the Company for a cash payment equal to
the excess of the fair market value of the vested shares on the option surrender
date over the aggregate exercise price for those shares.  The Limited Stock
Appreciation Right Addendum provides for this right.

The purpose of this feature is the following: non-officer employees
may exercise their options and sell their shares in connection with a hostile
take-over; however, a Section 16 Insider may be prevented from exercising his or
her option and selling the shares in the hostile take-over because such sale may
trigger a short-swing profit liability if matched against any non-exempt
purchase of the Company's stock (e.g. open-market purchase) made within six (6)
months before or after the date of such sale.  The exercise of the SAR will not
trigger such short-swing profit liability.  A more detailed explanation of this
SAR can be found in the Plan Summary and Prospectus for Section 16 Insiders.

The Addendum should be added to all option agreements prepared for
Section 16 Insiders.

The Addendum should be completed by adding the optionee's name and the
Grant Date of the option on page one. The Company should then sign and date the
Addendum.

ADDENDUM
TO
STOCK OPTION AGREEMENT

The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement (the "Option Agreement") by
and between Odetics, Inc. (the "Corporation") and _________________ ("Optionee")
evidencing the stock option (the "Option") granted on ____________, 199__ to
Optionee under the terms of the Corporation's 1997 Stock Incentive Plan, and
such provisions shall be effective immediately. All capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to them in the Option Agreement.

LIMITED STOCK APPRECIATION RIGHT

1.   Optionee is hereby granted a limited stock appreciation right
exercisable upon the following terms and conditions:

(i)       Optionee shall have the unconditional right,
exercisable at any time during the thirty (30)-day period immediately
following a Hostile Takeover, to surrender the Option to the Corporation,
to the extent the Option is at the time exercisable for one or more shares
of Class A Common Stock. In return for the surrendered Option, Optionee
shall receive a cash distribution from the Corporation in an amount equal
to the excess of (A) the Takeover Price of the shares of Class A Common
Stock for which the surrendered option (or surrendered portion) is at the
time exercisable over (B) the aggregate Exercise Price payable for such
shares.

(ii)      To exercise this limited stock appreciation right,
Optionee must, during the applicable thirty (30)-day exercise period,
provide the Corporation with written notice of the option surrender in
which there is specified the number of Option Shares as to which the Option
is being surrendered. Such notice must be accompanied by the return of
Optionee's copy of the Option Agreement, together with any written
amendments to such Agreement. The cash distribution shall be paid to
Optionee within five (5) business days following such delivery date. The
exercise of the limited stock appreciation right in accordance with the
terms of this Addendum is hereby approved by the Plan Administrator in
advance of such exercise, and no further approval of the Plan Administrator
shall be required at the time of the actual option surrender and cash
distribution. Upon receipt of such cash distribution, the Option shall be
cancelled with respect to the Option Shares for which the Option has been
surrendered, and Optionee shall cease to have any further right to acquire
those Option Shares under the Option Agreement. The Option shall, however,
remain outstanding and exercisable for the balance of the Option Shares (if
any) in accordance with the terms of the Option

Agreement, and the Corporation shall issue a replacement stock option
agreement (substantially in the same form of the surrendered Option
Agreement) for those remaining Option Shares.

(iii)     In no event may this limited stock appreciation
right be exercised when there is not a positive spread between the Fair
Market Value of the Option Shares subject to the surrendered option and the
aggregate Exercise Price payable for such shares. This limited stock
appreciation right shall in all events terminate upon the expiration or
sooner termination of the Option term and may not be assigned or
transferred by Optionee, except to the extent the Option is transferable in
accordance with the provisions of the Option Agreement.

2.   For purposes of this Addendum, the following definitions shall be
in effect:

(i)       A Hostile Takeover shall be deemed to occur upon
the acquisition, directly or indirectly, by any person or related group of
persons (other than the Corporation or a person that directly or indirectly
controls, is controlled by, or is under common control with, the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of
the 1934 Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding securities
pursuant to a tender or exchange offer made directly to the Corporation's
stockholders which the Board does not recommend such stockholders to
accept.

(ii)      The Takeover Price per share shall be deemed to be
equal to the greater of (A) the Fair Market Value per Option Share on the
-------  
option surrender date or (B) the highest reported price per share of Class
A Common Stock paid by the tender offeror in effecting the Hostile
Takeover. However, if the surrendered Option is designated as an Incentive
Option in the Grant Notice, then the Takeover Price shall not exceed the
clause (A) price per share. 

2.

IN WITNESS WHEREOF, Odetics, Inc. has caused this Addendum to be
executed by its duly-authorized officer as of the Effective Date specified
below.

ODETICS, INC.

By: ___________________________________________

Title: ________________________________________

EFFECTIVE DATE:  ___________________, 199__

3.

EXHIBIT 99.6

STOCK ISSUANCE PROGRAM
----------------------

STOCK ISSUANCE AGREEMENT

The form Stock Issuance Agreement provides for vesting of the issued
shares in accordance with the following four (4)-year schedule:  twenty-five
percent (25%) after one year and the balance in thirty-six (36) equal monthly
installments.

ODETICS, INC.

STOCK ISSUANCE AGREEMENT
------------------------

AGREEMENT made this _____ day of ___________________ 19____, by and
between Odetics, Inc., a Delaware corporation, and ______________________, a
Participant in the Corporation's 1997 Stock Incentive Plan.

All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

A.   PURCHASE OF SHARES
------------------

1.   Purchase.  Participant hereby purchases _____________ shares of
--------                                                       
Class A Common Stock (the "Purchased Shares") pursuant to the provisions of the
Stock Issuance Program at the purchase price of $______ per share (the "Purchase
Price").

2.   Payment.  Concurrently with the delivery of this Agreement to the
-------                                                          
Corporation,  Participant shall pay the Purchase Price for the Purchased Shares
in cash or check payable to the Corporation and shall deliver a duly-executed
blank Assignment Separate from Certificate (in the form attached hereto as
Exhibit I) with respect to the Purchased Shares.

3.   Stockholder Rights.  Until such time as the Corporation exercises
------------------                                               
the Repurchase Right, Participant (or any successor in interest) shall have all
the rights of a stockholder (including voting, dividend and liquidation rights)
with respect to the Purchased Shares, subject, however, to the transfer
restrictions of this Agreement.

4.   Escrow.  The Corporation shall have the right to hold the
------                                                   
Purchased Shares in escrow until those shares have vested in accordance with the
Vesting Schedule.

5.   Compliance with Law.  Under no circumstances shall shares of
-------------------                                         
Class A Common Stock or other assets be issued or delivered to Participant
pursuant to the provisions of this Agreement unless, in the opinion of counsel
for the Corporation or its successors, there shall have been compliance with all
applicable requirements of Federal and state securities laws, all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Class A Common Stock is at the time listed for trading
and all other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery.

B.   TRANSFER RESTRICTIONS
---------------------

1.   Restriction on Transfer.  Except for any Permitted Transfer,
-----------------------                                     
Participant shall not transfer, assign, encumber or otherwise dispose of any of
the Purchased Shares which are subject to the Repurchase Right.

2.   Restrictive Legend.  The stock certificate for the Purchased
------------------                                          
Shares shall be endorsed with the following restrictive legend:

"The shares represented by this certificate are unvested and
subject to certain repurchase rights granted to the Corporation and
accordingly may not be sold, assigned, transferred, encumbered, or in any
manner disposed of except in conformity with the terms of a written
agreement dated ____________, 199__ between the Corporation and the
registered holder of the shares (or the predecessor in interest to the
shares).  A copy of such agreement is maintained at the Corporation's
principal corporate offices."

3.   Transferee Obligations.  Each person (other than the Corporation)
----------------------                                           
to whom the Purchased Shares are transferred by means of a Permitted Transfer
must, as a condition precedent to the validity of such transfer, acknowledge in
writing to the Corporation that such person is bound by the provisions of this
Agreement and that the transferred shares are subject to the Repurchase Right to
the same extent such shares would be so subject if retained by Participant.

C.   REPURCHASE RIGHT
----------------

1.   Grant.  The Corporation is hereby granted the right (the
-----                                                   
"Repurchase Right"), exercisable at any time during the ninety (90)-day period
following the date Participant ceases for any reason to remain in Service, to
repurchase at the Purchase Price all or any portion of the Purchased Shares in
which Participant is not, at the time of his or her cessation of Service, vested
in accordance with the Vesting Schedule or the special vesting acceleration
provisions of Paragraph C.5 of this Agreement (such shares to be hereinafter
referred to as the "Unvested Shares").

2.   Exercise of the Repurchase Right.  The Repurchase Right shall be
--------------------------------                                
exercisable by written notice delivered to each Owner of the Unvested Shares
prior to the expiration of the ninety (90)-day exercise period.  The notice
shall indicate the number of Unvested Shares to be repurchased and the date on
which the repurchase is to be effected, such date to be not more than thirty
(30) days after the date of such notice.  The certificates representing the
Unvested Shares to be repurchased shall be delivered to the Corporation on or
before the close of business on the date specified for the repurchase.
Concurrently with the receipt of such stock certificates, the Corporation shall
pay to Owner, in cash or cash equivalent (including the cancellation of any
purchase-money indebtedness), an amount equal to the Purchase Price previously
paid for the Unvested Shares to be repurchased from Owner.

3.   Termination of the Repurchase Right.  The Repurchase Right shall
-----------------------------------                             
terminate with respect to any Unvested Shares for which it is not timely
exercised under Paragraph C.2.  In addition, the Repurchase Right shall
terminate and cease to be exercisable with respect to any and all Purchased
Shares in which Participant vests in accordance with the following Vesting
Schedule:

(i) Upon Participant's completion of one (1) year of 

2.

Service measured from ______________, 199__, Participant shall acquire a
vested interest in, and the Repurchase Right shall lapse with respect to,
twenty-five percent (25%) of the Purchased Shares.

(ii) Participant shall acquire a vested interest in, and the
Repurchase Right shall lapse with respect to, the remaining Purchased
Shares in a series of thirty six (36) successive equal monthly installments
upon Participant's completion of each additional month of Service over the
thirty-six (36)-month period measured from the date on which the first
twenty-five percent (25%) of the Purchased Shares vest under subparagraph
(i) above.

4.   Recapitalization/Divestiture.
---------------------------- 

(a) Any new, substituted or additional securities or other
property (including cash paid other than as a regular cash dividend) which is by
reason of any Recapitalization distributed with respect to the Purchased Shares
shall be immediately subject to the Repurchase Right and any escrow requirements
hereunder, but only to the extent the Purchased Shares are at the time covered
by such right or escrow requirements. Appropriate adjustments to reflect such
distribution shall be made to the number and/or class of securities subject to
this Agreement and to the price per share to be paid upon the exercise of the
Repurchase Right in order to reflect the effect of any such Recapitalization
upon the Corporation's capital structure; provided, however, that the aggregate
--------                             
purchase price shall remain the same.

(b) Should the Corporation effect a divestiture of one or more
Subsidiaries through a distribution or spin-off to the Corporation's
stockholders of the securities of the Subsidiary held by the Corporation
("Divestiture"), then any of those securities which are distributed with respect
to the Purchased Shares in connection with the Divestiture shall be immediately
subject to the Repurchase Right and the Vesting Schedule, but only to the extent
the Purchased Shares are at the time covered by such Repurchase Right.
Appropriate adjustments shall be made to the price per share payable by the
Corporation upon the exercise of the Repurchase Right for any unvested
securities (whether the Purchased Shares or the distributed securities) subject
to this Agreement immediately after such Divestiture to reflect the effect of
the Divestiture on the Corporation's capital structure and the relative fair
market values of the Class A Common Stock and the distributed securities
following the Divestiture. However, the Plan Administrator may, in its sole
discretion, accelerate the Vesting Schedule for one or more shares of the Class
A Common Stock or the distributed securities at the time subject to the
Repurchase Right, if and to the extent those securities are at the time of the
Divestiture held by an Owner who is to remain in the Corporation's Service
following such Divestiture or who is to provide services to the divested
Subsidiary.

5.   Corporate Transaction.
--------------------- 

(a) Immediately prior to the consummation of any Corporate
Transaction, the Repurchase Right shall automatically lapse in its entirety and
the Purchased Shares shall vest in full, except to the extent the Repurchase
Right is to be assigned to the successor 

3.

corporation (or parent thereof) in connection with the Corporate Transaction.

(b) To the extent the Repurchase Right remains in effect
following a Corporate Transaction, such right shall apply to the new capital
stock or other property (including any cash payments) received in exchange for
the Purchased Shares in consummation of the Corporate Transaction, but only to
the extent the Purchased Shares are at the time covered by such right.
Appropriate adjustments shall be made to the price per share payable upon
exercise of the Repurchase Right to reflect the effect of the Corporate
Transaction upon the Corporation's capital structure; provided, however, that
-------- 
the aggregate purchase price shall remain the same. The new securities or other
property (including cash payments) issued or distributed with respect to the
Purchased Shares in consummation of the Corporate Transaction shall immediately
be deposited in escrow with the Corporation (or the successor entity) and shall
not be released from escrow until Participant vests in such securities or other
property in accordance with the same Vesting Schedule in effect for the
Purchased Shares.

(c) The Repurchase Right may also be subject to termination in
whole or in part on an accelerated basis, and the Purchased Shares subject to
immediate vesting, in accordance with the terms of any special Addendum attached
to this Agreement.

D.   SPECIAL TAX ELECTION
--------------------

1.   Section 83(b) Election.  Under Code Section 83, the excess of
----------------------                                       
the fair market value of the Purchased Shares on the date any forfeiture
restrictions applicable to such shares lapse over the Purchase Price paid for
such shares will be reportable as ordinary income on the lapse date.  For this
purpose, the term "forfeiture restrictions" includes the right of the
Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right.
Participant may elect under Code Section 83(b) to be taxed at the time the
Purchased Shares are acquired, rather than when and as such Purchased Shares
cease to be subject to such forfeiture restrictions.  Such election must be
filed with the Internal Revenue Service within thirty (30) days after the date
of this Agreement.  Even if the fair market value of the Purchased Shares on the
date of this Agreement equals the Purchase Price paid (and thus no tax is
payable), the election must be made to avoid adverse tax consequences in the
future.

THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II
HERETO. PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE
APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY
INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

2.   FILING RESPONSIBILITY.  PARTICIPANT ACKNOWLEDGES THAT IT IS
---------------------                                      
PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY
ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION
OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

4.

E.   GENERAL PROVISIONS
------------------

1.   Assignment.  The Corporation may assign the Repurchase Right to
----------                                                     
any person or entity selected by the Board, including (without limitation) one
or more stockholders of the Corporation.

2.   No Employment or Service Contract.  Nothing in this Agreement or
---------------------------------                               
in the Plan shall confer upon Participant any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Participant) or of Participant, which rights are hereby expressly
reserved by each, to terminate Participant's Service at any time for any reason,
with or without cause.

3.   Notices.  Any notice required to be given under this Agreement
-------                                                       
shall be in writing and shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, registered or certified, postage prepaid and properly
addressed to the party entitled to such notice at the address indicated below
such party's signature line on this Agreement or at such other address as such
party may designate by ten (10) days advance written notice under this paragraph
to all other parties to this Agreement.

4.   No Waiver.  The failure of the Corporation in any instance to
---------                                                    
exercise the Repurchase Right shall not constitute a waiver of any other
repurchase rights that may subsequently arise under the provisions of this
Agreement or any other agreement between the Corporation and Participant.  No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.

5.   Cancellation of Shares.  If the Corporation shall make available,
----------------------                                           
at the time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased shall no longer have any rights as a
holder of such shares (other than the right to receive payment of such
consideration in accordance with this Agreement).  Such shares shall be deemed
purchased in accordance with the applicable provisions hereof, and the
Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement.

6.   Participant Undertaking.  Participant hereby agrees to take
-----------------------                                    
whatever additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either Participant or the
Purchased Shares pursuant to the provisions of this Agreement.

7.   Agreement is Entire Contract.  This Agreement constitutes the
----------------------------                                 
entire contract between the parties hereto with regard to the subject matter
hereof.  This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the terms of the Plan.

5.

8.   Governing Law.  This Agreement shall be governed by, and
-------------                                           
construed in accordance with, the laws of the State of California without resort
to that State's conflict-of-laws rules.

9.   Counterparts.  This Agreement may be executed in counterparts,
------------                                                  
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

10.  Successors and Assigns.  The provisions of this Agreement shall
----------------------                                         
inure to the benefit of, and be binding upon, the Corporation and its successors
and assigns and upon Participant, Participant's assigns and the legal
representatives, heirs and legatees of Participant's estate, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.

6.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.

ODETICS, INC.  

By:_____________________________________

Title:__________________________________

Address:________________________________

________________________________________

________________________________________
PARTICIPANT    

Address:________________________________

________________________________________

7.

SPOUSAL ACKNOWLEDGMENT

The undersigned spouse of the Participant has read and hereby approves the
foregoing Stock Issuance Agreement.  In consideration of the Corporation's
granting the Participant the right to acquire the Purchased Shares in accordance
with the terms of such Agreement, the undersigned hereby agrees to be
irrevocably bound by all the terms of such Agreement, including (without
limitation) the right of the Corporation (or its assigns) to purchase any
Purchased Shares in which the Participant is not vested at the time of his or
her termination of Service.

________________________
PARTICIPANT'S SPOUSE

Address:   _____________

_____________

8.

EXHIBIT I
ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED ______________________  hereby sell(s), assign(s)
and transfer(s) unto Odetics, Inc. (the "Corporation"),
___________________(_______) shares of the Class A Common Stock of the
Corporation standing in his or her name on the books of the Corporation
represented by Certificate No. ___________________ herewith and do(es) hereby
irrevocably constitute and appoint _______________________________ Attorney to
transfer the said stock on the books of the Corporation with full power of
substitution in the premises.

Dated:  ________________, 199__.

Signature________________________________________

Instruction:  Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued stock
certificate.  The purpose of this assignment is to enable the Corporation to
exercise the Repurchase Right without requiring additional signatures on the
part of Participant.

EXHIBIT II

SECTION 83(b) TAX ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code,
pursuant to Treas. Reg. Section 1.83-2.

(1)  The taxpayer who performed the services is:

Name:
Address:
Taxpayer Ident. No.:

(2)  The property with respect to which the election is being made is
____________ shares of the Class A common stock of Odetics, Inc.

(3)  The property was issued on _____________, 199___.

(4)  The taxable year in which the election is being made is the calendar year
199__.

(5)  The property is subject to a repurchase right pursuant to which the issuer
has the right to acquire the property at the original purchase price if for
any reason taxpayer's service with the issuer terminates.  The issuer's
repurchase right lapses in a series of annual and monthly installments over
a four (4)-year period ending on _______________.

(6)  The fair market value at the time of transfer (determined without regard to
any restriction other than a restriction which by its terms will never
lapse) is $_____________per share.

(7)  The amount paid for such property is $____________ per share.

(8)  A copy of this statement was furnished to Odetics, Inc. for whom taxpayer
rendered the services underlying the transfer of property.

(9)  This statement is executed on ________________________, 199__.

____________________________________    ________________________________________
Spouse (if any)                         Taxpayer

This election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Stock Issuance Agreement.  This
filing should be made by registered or certified mail, return receipt requested.
Participant must retain two (2) copies of the completed form for filing with his
or her Federal and state tax returns for the current tax year and an additional
copy for his or her records.

APPENDIX
--------

The following definitions shall be in effect under the Agreement:

A.   Agreement shall mean this Stock Issuance Agreement.
---------                                          

B.   Board shall mean the Corporation's Board of Directors.
-----                                                 

C.   Class A Common Stock shall mean shares of the Corporation's Class A
--------------------                                               
common stock.

D.   Code shall mean the Internal Revenue Code of 1986, as amended.
----                                                          

E.   Corporate Transaction shall mean either of the following stockholder-
---------------------                                               
approved transactions:

(i)  a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or

(ii) the sale, transfer or other disposition of all or substantially
all of the Corporation's assets in complete liquidation or dissolution of
the Corporation.

F.   Corporation shall mean Odetics, Inc., a Delaware corporation.
-----------                                                  

G.   Divestiture shall have the meaning assigned to such term in Paragraph
-----------                                                          
C.4.

H.   Owner shall mean Participant and all subsequent holders of the
-----                                                         
Purchased Shares who derive their chain of ownership through a Permitted
Transfer from Participant.

I.   Parent shall mean any corporation (other than the Corporation) in an
------                                                              
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

J.   Participant shall mean the person to whom the Purchased Shares are
-----------                                                       
issued under the Stock Issuance Program.

A-1.

K.   Permitted Transfer shall mean (i) a gratuitous transfer of the
------------------                                            
Purchased Shares, provided and only if Participant obtains the Corporation's
--------------------                                      
prior written consent to such transfer, (ii) a transfer of title to the
Purchased Shares effected pursuant to Participant's will or the laws of
intestate succession following Participant's death or (iii) a transfer to the
Corporation in pledge as security for any purchase-money indebtedness incurred
by Participant in connection with the acquisition of the Purchased Shares.

L.   Plan shall mean the Corporation's 1997 Stock Incentive Plan.
----                                                        

M.   Plan Administrator shall mean either the Board or a committee of the
------------------                                                  
Board acting in its administrative capacity under the Plan.

N.   Purchase Price shall have the meaning assigned to such term in
--------------                                                
Paragraph A.1.

O.   Purchased Shares shall have the meaning assigned to such term in
----------------                                                
Paragraph A.1.

P.   Recapitalization shall mean any stock split, stock dividend,
----------------                                            
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation's outstanding Class A Common Stock as a class without
the Corporation's receipt of consideration.

Q.   Repurchase Right shall mean the right granted to the Corporation in
----------------                                                   
accordance with Article C.

R.   Service shall mean the Participant's performance of services for the
-------                                                             
Corporation (or any Parent or Subsidiary) in the capacity of an employee,
subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance, a non-employee member
of the board of directors or a consultant.

S.   Stock Issuance Program shall mean the Stock Issuance Program under the
----------------------                                                
Plan.

T.   Subsidiary shall mean any corporation (other than the Corporation) in
----------                                                           
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

U.   Vesting Schedule shall mean the vesting schedule specified in
----------------                                             
Paragraph C.3, subject to the special vesting acceleration provisions of
Paragraph C.5.

V.   Unvested Shares shall have the meaning assigned to such term in
---------------                                                
Paragraph C.1.

A-2.

EXHIBIT 99.7

STOCK ISSUANCE PROGRAM
----------------------

ADDENDUM TO STOCK ISSUANCE AGREEMENT

INVOLUNTARY TERMINATION
FOLLOWING CORPORATE TRANSACTION OR CHANGE IN CONTROL

Article Three Section II.C. and Section II.D. of the Incentive Plan
provide the Plan Administrator with discretion to provide for the automatic
acceleration of unvested shares upon the involuntary termination of the
participant's service with the Company within a designated period (not to exceed
eighteen (18) months) following a Corporate Transaction or Change in Control.
This Addendum should be included as part of the stock issuance documentation
only in the limited cases in which the Plan Administrator deems it appropriate.

The Addendum should be completed by inserting the participant's name
and the date of the Stock Issuance Agreement in the first paragraph, and the
Company should sign and date the Addendum.

ADDENDUM
TO
STOCK ISSUANCE AGREEMENT

The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement dated ____________, 199__
(the "Issuance Agreement") by and between Odetics, Inc. (the "Corporation") and
____________________ _("Participant") evidencing the stock issuance made on such
date to Participant under the terms of the Corporation's 1997 Stock Incentive
Plan, and such provisions shall be effective immediately. All capitalized terms
in this Addendum, to the extent not otherwise defined herein, shall have the
meanings assigned to such terms in the Issuance Agreement.

INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION/CHANGE IN CONTROL

1.   To the extent the Repurchase Right is assigned to the successor
corporation (or parent thereof) in connection with a Corporate Transaction, no
accelerated vesting of the Purchased Shares shall occur upon such Corporate
Transaction, and the Repurchase Right shall continue to remain in full force and
effect in accordance with the provisions of the Issuance Agreement.  The
Participant shall, over Participant's period of Service following the Corporate
Transaction, continue to vest in the Purchased Shares in one or more
installments in accordance with the provisions of the Issuance Agreement.

2.   No accelerated vesting of the Purchased Shares shall occur upon a
Change in Control, and the Repurchase Right shall continue to remain in full
force and effect in accordance with the provisions of the Issuance Agreement.
The Participant shall, over Participant's period of Service following the Change
in Control, continue to vest in the Purchased Shares in one or more installments
in accordance with the provisions of the Issuance Agreement.

3.   Immediately upon an Involuntary Termination of Participant's
Service within eighteen (18) months following the Corporate Transaction or
Change in Control, the Repurchase Right shall terminate automatically and all
the Purchased Shares shall vest in full.

4.   For purposes of this Addendum, the following definitions shall be
in effect:

An Involuntary Termination shall mean the termination of
Participant's Service by reason of:

(i)   Participant's involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or

(ii)  Participant's voluntary resignation following (A) a 

change in Participant's position with the Corporation (or Parent or
Subsidiary employing Participant) which materially reduces Participant's
duties and responsibilities or the level of management to which Participant
reports, (B) a reduction in Participant's level of compensation (including
base salary, fringe benefits and target bonus under any corporate
performance based bonus or incentive programs) by more than fifteen percent
(15%) or (C) a relocation of Participant's place of employment by more than
fifty (50) miles, provided and only if such change, reduction or relocation
is effected by the Corporation without Participant's consent.

A Change in Control shall be deemed to occur in the event of a change
in ownership or control of the Corporation effected through either of the
following transactions:

(i)   the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's stockholders, or

(ii)  a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such election or
nomination.

Misconduct shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Participant, any unauthorized use or disclosure by the
Participant of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by the
Participant adversely affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner.  The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which the Corporation
(or any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of the Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).

2.

IN WITNESS WHEREOF, Odetics, Inc. has caused this Addendum to be
executed by its duly-authorized officer as of the Effective Date specified
below.

ODETICS, INC.

By: ________________________________________

Title: _____________________________________

EFFECTIVE DATE:  _________________, 199__

3.

Exhibit 99.8

AUTOMATIC OPTION GRANT PROGRAM
------------------------------

NOTICE OF GRANT OF AUTOMATIC STOCK OPTION
INITIAL 5,000-SHARE GRANTS

This notice is used to evidence the initial 5,000-share automatic
option grants to newly elected or appointed non-employee Board members.  Unlike
options granted under the Discretionary Option Grant Program which become
exercisable in a series of installments over a four (4)-year period, the
automatic option grants are immediately exercisable for any or all of the option
shares as fully-vested shares of Class A Common Stock.

The following information relating to the individual's grant should be
inserted in the appropriate spaces in the Notice of Grant:

1.   Optionee's name.

2.   Grant Date.  This will be the date on which the optionee is in
fact appointed to the Board as a new non-employee Board member.

3.   Exercise Price.  This will be the closing selling price per share
of the Company's Class A Common Stock on the Nasdaq National
Market.

4.   Expiration Date.  The option term is ten (10) years from the
Grant Date. Accordingly, the Expiration Date must be the date
immediately preceding the tenth anniversary of the Grant Date.
For example, the Expiration Date of an option granted on 
December 1, 1997 would be November 30, 2007.

INITIAL GRANT
-------------

ODETICS, INC.
NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
----------------------------------------
AUTOMATIC STOCK OPTION
----------------------

Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Class A Common Stock of Odetics, Inc. (the
"Corporation"):

Optionee:_________________________________________________________
-------- 
Grant Date:_______________________________________________________
---------- 
Exercise Price:  $___________________________________ per share
--------------                                                 
Number of Option Shares: 5,000 shares
-----------------------              
Expiration Date:__________________________________________________
--------------- 
Type of Option:  Nonstatutory Stock Option
--------------                            
Date Exercisable:  Immediately Exercisable
----------------                          

Vesting Schedule:  The Option Shares shall be fully vested.
----------------                                           

Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under the
Odetics, Inc. 1997 Stock Incentive Plan (the "Plan").  Optionee further agrees
to be bound by the terms of the Plan and the terms of the Option as set forth in
the Automatic Stock Option Agreement attached hereto as Exhibit A.

Optionee hereby acknowledges receipt of a copy of the official
prospectus for the Plan in the form attached hereto as Exhibit B.  A copy of the
Plan is available upon request made to the Corporate Secretary at the
Corporation's principal offices.

No Impairment of Rights.  Nothing in this Notice or the attached
-----------------------                                         
Automatic Stock Option Agreement or in the Plan shall interfere with or
otherwise restrict in any way the rights of the Corporation and the
Corporation's stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.

Definitions.  All capitalized terms in this Notice shall have the
-----------                                                      
meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.

_________, 199__
Date

ODETICS, INC.

By: ____________________________

Title: _________________________

________________________________
OPTIONEE                        

Address: _______________________

________________________________

ATTACHMENTS
-----------
Exhibit A - Automatic Stock Option Agreement
Exhibit B - Plan Summary and Prospectus

2.

EXHIBIT A
---------

AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------

EXHIBIT B
---------

PLAN SUMMARY AND PROSPECTUS
---------------------------

EXHIBIT 99.9

AUTOMATIC OPTION GRANT PROGRAM
------------------------------

NOTICE OF GRANT OF STOCK OPTION
ANNUAL 4,000-SHARE GRANT

This notice is used to evidence the annual 4,000-share option grants
to be made each year at the Annual Stockholders Meeting to the non-employee
Board members who are to continue to serve on the Board.  As with the initial
5,000-share automatic option grants, these options are immediately exercisable.
However, any shares purchased under the option will be unvested and subject to
repurchase by the Company at the original exercise price paid per share, in the
event the optionee leaves the Board prior to vesting in those shares.  The
annual option grants vest, and the Company's repurchase rights lapse, in a
series of four (4) successive equal annual installments upon the optionee's
completion of each year of service as a Board member over the four (4)-year
period measured from the grant date.

The following information relating to the individual's grant should be
inserted in the appropriate spaces of the Notice of Grant:

1.   Optionee's name.

2.   Grant Date.  This will be the date of the Annual Stockholders
Meeting.

3.   Exercise Price.  This will be the closing selling price per share
of the Company's Class A Common Stock on the Nasdaq National
Market on the grant date.

4.   Expiration Date.  The option term is ten (10) years from the
Grant Date.  Accordingly, the Expiration Date must be the date
immediately preceding the tenth anniversary of the Grant Date.
For example, the Expiration Date of an option granted on December
1, 1997 would be November 30, 2007.

ANNUAL GRANT
------------

ODETICS, INC.
NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
----------------------------------------
AUTOMATIC STOCK OPTION
----------------------

Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Class A Common Stock of Odetics, Inc. (the
"Corporation"):

Optionee:
--------  ____________________________________________________________

Grant Date:
----------  __________________________________________________________

Exercise Price:  
--------------     $____________________per share

Number of Option Shares: 4,000 shares
-----------------------

Expiration Date:
---------------  _____________________________________________________

Type of Option:    Nonstatutory Stock Option
--------------  

Date Exercisable:  Immediately Exercisable
----------------

Vesting Schedule:  The Option Shares shall initially be unvested and
----------------
subject to repurchase by the Corporation at the Exercise Price paid
per share. Optionee shall acquire a vested interest in, and the
Corporation's repurchase right shall accordingly lapse with respect
to, the Option Shares in a series of four (4) successive equal annual
installments upon Optionee's completion of each year of service as a
member of the Corporation's Board of Directors (the "Board") over the
four (4)-year period measured from the Grant Date. In no event shall
any additional Option Shares vest after Optionee's cessation of Board
service.

Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under the
Odetics, Inc. 1997 Stock Incentive Plan (the "Plan"). Optionee further agrees to
be bound by the terms of the Plan and the terms of the Option as set forth in
the Automatic Stock Option Agreement attached hereto as Exhibit A.

Optionee hereby acknowledges receipt of a copy of the official
prospectus for the Plan in the form attached hereto as Exhibit B. A copy of the
Plan is available upon request made to the Corporate Secretary at the
Corporation's principal offices.

REPURCHASE RIGHT.  OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION
----------------
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO A REPURCHASE
RIGHT EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHT
SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION
EXERCISE.

No Impairment of Rights. Nothing in this Notice or the attached
-----------------------
Automatic Stock Option Agreement or in the Plan shall interfere with or
otherwise restrict in any way the rights of the Corporation and the
Corporation's stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.

Definitions. All capitalized terms in this Notice shall have the
-----------
meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.

_____________,199_
Date

ODETICS, INC.

By:    ____________________________________

Title: ____________________________________

____________________________________________
OPTIONEE

Address: ___________________________________

____________________________________________

ATTACHMENTS
-----------
Exhibit A - Automatic Stock Option Agreement
Exhibit B - Plan Summary and Prospectus

2.

EXHIBIT A
---------

AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------

EXHIBIT B
---------

PLAN SUMMARY AND PROSPECTUS
---------------------------

EXHIBIT 99.10

AUTOMATIC OPTION GRANT PROGRAM
------------------------------

AUTOMATIC STOCK OPTION AGREEMENT

The Automatic Stock Option Agreement should be attached to the Notice
of Grant of Automatic Stock Option as Exhibit A.  The Agreement should be used
for all options granted to non-employee Board members under the Automatic Option
Grant Program.

To exercise the option for vested shares, the optionee must execute an
------                                     
appropriate notice of exercise and pay the option price for the purchased
shares.

In the event the optionee wishes to purchase shares subject to the
annual 4,000-share option grant which have not yet vested in accordance with the
--------------                       
vesting schedule set forth in the Notice of Grant, a stock purchase agreement
will be required to evidence the Company's right to repurchase any unvested
shares held by the optionee at the time of his termination of Board service.
Brobeck, Phleger & Harrison LLP should be contacted to obtain the form of such
agreement.

ODETICS, INC.
AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------

RECITALS
--------

A.   The Corporation has implemented an automatic option grant program
under the Plan pursuant to which eligible non-employee members of the Board will
automatically receive special option grants at periodic intervals over their
period of Board service in order to provide such individuals with a meaningful
incentive to continue to serve as members of the Board.

B.   Optionee is an eligible non-employee Board member, and this Agreement
is executed pursuant to, and is intended to carry out the purposes of, the Plan
in connection with the automatic grant of an option to purchase shares of Class
A Common Stock under the Plan.

C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

NOW, THEREFORE, it is hereby agreed as follows:

1.   Grant of Option. The Corporation hereby grants to Optionee, as 
---------------                                                  
of the Grant Date, a Nonstatutory Option to purchase up to the number of Option
Shares specified in the Grant Notice. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the
Exercise Price.

2.   Option Term. This option shall have a term of ten (10) years
-----------                                                  
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5, 6 or 7.

3.   Limited Transferability.  This option may, in connection with the
-----------------------                                          
Optionee's estate plan, be assigned in whole or in part during Optionee's
lifetime to one or more members of the Optionee's immediate family or to a trust
established for the exclusive benefit of one or more such family members. The
assigned portion shall be exercisable only by the person or persons who acquire
a proprietary interest in the option pursuant to such assignment. The terms
applicable to the assigned portion shall be the same as those in effect for this
option immediately prior to such assignment. Should the Optionee die while
holding this option, then this option shall be transferred in accordance with
Optionee's will or the laws of descent and distribution.

4.   Exercisability/Vesting.
---------------------- 

(a)     This option shall be immediately exercisable for any or
all of the Option Shares, whether or not the Option Shares are at the time
vested in accordance with the Vesting Schedule, and shall remain so exercisable
until the Expiration Date or sooner termination of the option term under
Paragraph 5, 6 or 7.

(b)     Optionee shall, in accordance with the Vesting Schedule
set forth in the Grant Notice, vest in the Option Shares in one or more
installments over his or her period of Board service. Vesting in the Option
Shares may be accelerated pursuant to the provisions of Paragraph 5, 6 or 7. In
no event, however, shall any additional Option Shares vest following Optionee's
cessation of service as a Board member.

5.   Cessation of Board Service.  Should Optionee's service as a Board
--------------------------                                       
member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:

(a)     Should Optionee cease to serve as a Board member for any
reason (other than death or Permanent Disability) while this option is
outstanding, then the period for exercising this option shall be limited to a
twelve (12)-month period commencing with the date of such cessation of Board
service, but in no event shall this option be exercisable at any time after the
Expiration Date. During such limited period of exercisability, this option may
not be exercised in the aggregate for more than the number of Option Shares (if
any) in which Optionee is vested on the date of his or her cessation of Board
service. Upon the earlier of (i) the expiration of such twelve (12)-month period
-------
or (ii) the specified Expiration Date, the option shall terminate and cease to
be exercisable with respect to any vested Option Shares for which the option has
not been exercised.

(b)     Should Optionee die during the twelve (12)-month period
following his or her cessation of Board service and hold this option at the time
of his or her death, then the personal representative of Optionee's estate or
the person or persons to whom the option is transferred pursuant to Optionee's
will or in accordance with the laws of descent and distribution shall have the
right to exercise this option for any or all of the Option Shares in which
Optionee is vested at the time of Optionee's cessation of Board service (less
any Option Shares purchased by Optionee after such cessation of Board service
but prior to death). Such right of exercise shall terminate, and this option
shall accordingly cease to be exercisable for such vested Option Shares, upon
the earlier of (i) the expiration of the twelve (12)-month period measured from
-------
the date of Optionee's cessation of Board service or (ii) the specified
Expiration Date.

(c)     Should Optionee cease service as a Board member by reason
of death or Permanent Disability, then all Option Shares at the time subject to
this option but not otherwise vested shall vest in full so that this option may
be exercised for any or all of the Option Shares as fully vested shares of Class
A Common Stock at any time prior to the earlier of (i) the expiration of the
-------
twelve (12)-month period measured from the date of Optionee's cessation of Board
service or (ii) the specified Expiration Date, whereupon this option shall
terminate and cease to be outstanding.

(d)     Upon Optionee's cessation of Board service for any reason
other than death or Permanent Disability, this option shall immediately
terminate and cease to be outstanding with respect to any and all Option Shares
in which Optionee is not otherwise at that time vested in

2.

accordance with the normal Vesting Schedule or the special vesting acceleration
provisions of Paragraph 6 or 7 below.

6.   Corporate Transaction.
--------------------- 

(a)     In the event of a Corporate Transaction, all Option
Shares at the time subject to this option but not otherwise vested shall
automatically vest so that this option shall, immediately prior to the specified
effective date for the Corporate Transaction, become exercisable for all of the
Option Shares as fully-vested shares and may be exercised for all or any portion
of those fully-vested shares. Immediately following the consummation of the
Corporate Transaction, this option shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation or its parent company.

(b)     If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately after
such Corporate Transaction, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Corporate
Transaction had the option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the Exercise
Price, provided the aggregate Exercise Price shall remain the same.
--------       

7.   Change in Control/Hostile Takeover.
---------------------------------- 

(a)    All Option Shares subject to this option at the time of a
Change in Control but not otherwise vested shall automatically vest so that this
option shall, immediately prior to the effective date of such Change in Control,
become exercisable for all of the Option Shares as fully-vested shares and may
be exercised for all or any portion of those fully-vested shares. This option
shall remain exercisable for such fully-vested Option Shares until the earliest
--------
to occur of (i) the specified Expiration Date, (ii) the sooner termination of
this option in accordance with Paragraph 5 or 6 or (iii) the surrender of this
option under Paragraph 7(b).

(b)     Optionee shall have an unconditional right, exercisable
at any time during the thirty (30)-day period immediately following the
consummation of a Hostile Takeover, to surrender this option to the Corporation
in exchange for a cash distribution from the Corporation in an amount equal to
the excess of (i) the Takeover Price of the Option Shares at that time subject
to the surrendered option (whether or not those Option Shares are otherwise at
the time vested) over (ii) the aggregate Exercise Price payable for such shares.
This Paragraph 7(b) limited stock appreciation right shall in all events
terminate upon the expiration or sooner termination of the option term and may
not be assigned or transferred by Optionee.

(c)     To exercise the Paragraph 7(b) limited stock appreciation
right, Optionee must, during the applicable thirty (30)-day exercise period,
provide the Corporation with written notice of the option surrender in which
there is specified the number of Option Shares as to which the option is being
surrendered. Such notice must be accompanied by the return of Optionee's copy of
this Agreement, together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) business days following
such delivery  

3.

date. The exercise of such limited stock appreciation right in accordance with
the terms of this Paragraph 7 has been pre-approved pursuant to the express
provisions of the automatic option grant program in effect under the Plan, and
neither the approval of the Plan Administrator nor the consent of the Board
shall be required at the time of the actual option surrender and cash
distribution. Upon receipt of such cash distribution, this option shall be
cancelled with respect to the shares subject to the surrendered option (or the
surrendered portion), and Optionee shall cease to have any further right to
acquire those Option Shares under this Agreement. The option shall, however,
remain outstanding for the balance of the Option Shares (if any) in accordance
with the terms and provisions of this Agreement, and the Corporation shall
accordingly issue a replacement stock option agreement (substantially in the
same form as this Agreement) for those remaining Option Shares.

8.   Adjustment to Option Shares.
--------------------------- 

(a)     Should any change be made to the Class A Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Class A
Common Stock as a class without the Corporation's receipt of consideration,
appropriate adjustments shall be made to (i) the total number and/or class of
securities subject to this option and (ii) the Exercise Price in order to
reflect such change and thereby preclude a dilution or enlargement of benefits
hereunder.

(b)     Should the Corporation effect a divestiture of one or
more Subsidiaries through a distribution or spin-off to the Corporation's
stockholders of the securities of the Subsidiary held by the Corporation
("Divestiture"), then the Plan Administrator may, in its sole discretion, make
appropriate adjustments to the number and/or class of securities subject to this
option and the Exercise Price in order to reflect the effect of the Divestiture
on the Corporation's capital structure and the relative Fair Market Values of
the Class A Common Stock and the distributed securities of the Subsidiary
following the Divestiture. Such adjustment may include, without limitation, the
division of this option into two separate options, one for the shares of Class A
Common Stock at the time subject to this option and a second option for the
securities of the Subsidiary distributable with respect to those shares. The
Plan Administrator may also, in its sole discretion, accelerate the vesting of
one or more shares of the Class A Common Stock or distributed securities at the
time subject to this option (or any separated option), if and to the extent the
Optionee is to continue in Board service following such Divestiture or is
otherwise to provide services to the divested Subsidiary.

9.   Stockholder Rights.  The holder of this option shall not have any
------------------                                               
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

10.  Manner of Exercising Option.
--------------------------- 

(a)     In order to exercise this option with respect to all or
any part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:

4.

(i)       To the extent the option is exercised for vested
Option Shares, execute and deliver to the Corporation a Notice of Exercise for
the Option Shares for which the option is exercised. To the extent this option
is exercised for unvested Option Shares, execute and deliver to the Corporation
a Purchase Agreement for those unvested Option Shares.

(ii)      Pay the aggregate Exercise Price for the purchased
shares in one or more of the following forms:

(A)  cash or check made payable to the Corporation,

(B)  shares of Class A Common Stock held by Optionee
(or any other person or persons exercising the option) for the requisite
period necessary to avoid a charge to the Corporation's earnings for
financial reporting purposes and valued at Fair Market Value on the
Exercise Date, or

(C)  to the extent the option is exercised for vested
Option Shares, through a special sale and remittance procedure pursuant to
which Optionee (or any other person or persons exercising the option) shall
concurrently provide irrevocable instructions (I) to a Corporation-
designated brokerage firm to effect the immediate sale of the purchased
shares and remit to the Corporation, out of the sale proceeds available on
the settlement date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable Federal, state and
local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (II) to the Corporation to
deliver the certificates for the purchased shares directly to such
brokerage firm in order to complete the sale.

(iii)     Furnish to the Corporation appropriate
documentation that the person or persons exercising the option (if other than
Optionee) have the right to exercise this option.

(b)     Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the Exercise Price
must accompany the Notice of Exercise (or the Purchase Agreement) delivered to
the Corporation in connection with the option exercise.

(c)     As soon after the Exercise Date as practical, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto. To the extent any such Option
Shares are unvested, the certificates for those Option Shares shall be endorsed
with an 

5.

appropriate legend evidencing the Corporation's repurchase rights and may be
held in escrow with the Corporation until such shares vest.

(d)     In no event may this option be exercised for any
fractional shares.

11.  No Impairment of Rights. This Agreement shall not in any way
-----------------------                                      
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. In addition, this Agreement shall not in any way be
construed or interpreted so as to affect adversely or otherwise impair the right
of the Corporation or the stockholders to remove Optionee from the Board at any
time in accordance with the provisions of applicable law.

12.  Compliance with Laws and Regulations.
------------------------------------ 

(a)     The exercise of this option and the issuance of the
Option Shares upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange (or the Nasdaq
National Market, if applicable) on which the Class A Common Stock may be listed
for trading at the time of such exercise and issuance.

(b)     The inability of the Corporation to obtain approval from
any regulatory body having authority deemed by the Corporation to be necessary
to the lawful issuance and sale of any Class A Common Stock pursuant to this
option shall relieve the Corporation of any liability with respect to the non-
issuance or sale of the Class A Common Stock as to which such approval shall not
have been obtained. The Corporation, however, shall use its best efforts to
obtain all such approvals.

13.  Successors and Assigns. Except to the extent otherwise provided
----------------------                                          
in Paragraph 3 or 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns and the legal representatives, heirs and legatees
of Optionee's estate.

14.  Notices. Any notice required to be given or delivered to the
-------                                                      
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

15.  Construction. This Agreement and the option evidenced hereby are
------------                                                     
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan.

16.  Governing Law.  The interpretation, performance and enforcement
-------------                                                  
of this Agreement shall be governed by the laws of the State of California
without resort to that State's

6.

conflict-of-laws rules.

7.

EXHIBIT I

NOTICE OF EXERCISE

I hereby notify Odetics, Inc. (the "Corporation") that I elect to
purchase __________ shares of the Corporation's Class A Common Stock (the
"Purchased Shares") at the option exercise price of $___________ per share (the
"Exercise Price") pursuant to that certain option (the "Option") granted to me
under the Corporation's 1997 Stock Incentive Plan on ____________________,
199___.

Concurrently with the delivery of this Exercise Notice to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise. Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price for any Purchased Shares in which I am vested at the time of exercise of
the Option.

___________________,199_
Date

______________________________________  
Optionee

Address:______________________________

______________________________________ 

Print name in exact manner
it is to appear on the
stock certificate:                     ______________________________________

Address to which certificate
is to be sent, if different
from address above:                    ______________________________________

______________________________________

Social Security Number:                ______________________________________ 

APPENDIX
--------

The following definitions shall be in effect under the Agreement:

A.   Agreement shall mean this Automatic Stock Option Agreement.
---------                                                  

B.   Board shall mean the Corporation's Board of Directors.
-----                                                 

C.   Change in Control shall mean a change in ownership or control of the
-----------------                                                   
Corporation effected through either of the following transactions:

(i)       the acquisition, directly or indirectly, by any
person or related group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's stockholders, or

(ii)      a change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a majority
of the Board members ceases, by reason of one or more contested elections
for Board membership, to be comprised of individuals who either (A) have
been Board members continuously since the beginning of such period or (B)
have been elected or nominated for election as Board members during such
period by at least a majority of the Board members described in clause (A)
who were still in office at the time the Board approved such election or
nomination.

D.   Class A Common Stock shall mean shares of the Corporation's Class A
--------------------                                               
common stock.

E.   Code shall mean the Internal Revenue Code of 1986, as amended.
----                                                          

F.   Corporate Transaction shall mean either of the following stockholder-
---------------------                                               
approved transactions to which the Corporation is a party:

(i)       a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting power
of the Corporation's outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately
prior to such transaction, or

(ii)      the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

A-1.

G.   Corporation shall mean Odetics, Inc., a Delaware corporation.
-----------                                                  

H.   Divestiture shall have the meaning assigned to such term in Paragraph
-----------                                                          
7(b).

I.   Exercise Date shall mean the date on which the option shall have been
-------------                                                        
exercised in accordance with Paragraph 10 of the Agreement.

J.   Exercise Price shall mean the exercise price per share as specified in
--------------                                                        
the Grant Notice.

K.   Expiration Date shall mean the date on which the option expires as
---------------                                                   
specified in the Grant Notice.

L.   Fair Market Value per share of Class A Common Stock on any relevant
-----------------                                                  
date shall be determined in accordance with the following provisions:

(i)       If the Class A Common Stock is at the time traded
on the Nasdaq National Market, then the Fair Market Value shall be the
closing selling price per share of Class A Common Stock on the date in
question, as the price is reported by the National Association of
Securities Dealers on the Nasdaq National Market or any successor system.
If there is no closing selling price for the Class A Common Stock on the
date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.

(ii)      If the Class A Common Stock is at the time listed
on any Stock Exchange, then the Fair Market Value shall be the closing
selling price per share of Class A Common Stock on the date in question on
the Stock Exchange which serves as the primary market for the Class A
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the
Class A Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which
such quotation exists.

M.   Grant Date shall mean the date of grant of the option as specified in
----------                                                           
the Grant Notice.

N.   Grant Notice shall mean the Notice of Grant of Automatic Stock Option
------------                                                         
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

O.   Hostile Takeover shall mean the acquisition, directly or indirectly,
----------------                                                    
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities 

A-2.

pursuant to a tender or exchange offer made directly to the Corporation's
stockholders which the Board does not recommend such stockholders to accept.

P.   1934 Act shall mean the Securities Exchange Act of 1934, as amended.
--------                                                            

Q.   Nonstatutory Option shall mean an option not intended to satisfy the
-------------------                                                 
requirements of Code Section 422.

R.   Notice of Exercise shall mean the notice of exercise in the form of
------------------                                                 
Exhibit I.

S.   Option Shares shall mean the number of shares of Class A Common Stock
-------------                                                        
subject to the option.

T.   Optionee shall mean the person to whom the option is granted as
--------                                                       
specified in the Grant Notice.

U.   Plan Administrator shall mean either the Board or a committee of the
------------------                                                  
Board acting in its capacity as administrator of the Plan.

V.   Permanent Disability shall mean the inability of Optionee to perform
--------------------                                                
his or her usual duties as a member of the Board by reason of any medically
determinable physical or mental impairment which is expected to result in death
or has lasted or can be expected to last for a continuous period of twelve (12)
months or more.

W.   Plan shall mean the Corporation's 1997 Stock Incentive Plan.
----                                                        

X.   Purchase Agreement shall mean the stock purchase agreement (in form
------------------                                                 
and substance satisfactory to the Corporation) which grants the Corporation the
right to repurchase, at the Exercise Price, any and all unvested Option Shares
held by Optionee at the time of Optionee?s cessation of Board service and which
precludes the sale, transfer or other disposition of any purchased Option Shares
while those shares are unvested and subject to such repurchase right.

Y.   Stock Exchange shall mean the American Stock Exchange or the New York
--------------                                                       
Stock Exchange.

Z.   Takeover Price shall mean the greater of (i) the Fair Market Value per
--------------                -------                                 
share of Class A Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Takeover or (ii) the highest reported
price per share of Class A Common Stock paid by the tender offeror in effecting
the Hostile Takeover.

AA.  Vesting Schedule shall mean the vesting schedule specified in the
----------------                                                 
Grant Notice, pursuant to which the Option Shares will vest in one or more
installments over the Optionee's period of Board service, subject to
acceleration in accordance with the provisions of the Agreement.

A-3.