As filed with the Securities and Exchange Commission on March 6, 1997

                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                        AUDITS & SURVEYS WORLDWIDE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                           13-1809586
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

650 Avenue of the Americas, New York, New York                   10011
(Address of Principal Executive Offices)                       (Zip Code)

                             1994 Stock Option Plan
                                       of
                        Audits & Surveys Worldwide, Inc.
                            (Full title of the plan)

                      Alan J. Ritter, Senior Vice President
                        Audits & Surveys Worldwide, Inc.
                           650 Avenue of the Americas
                            New York, New York 10011
                     (Name and address of agent for service)

                                 (212) 627-9700
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              Michael J. Shef, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                      Proposed       Proposed
                                      maximum        maximum
Title of            Amount            offering       aggregate     Amount of
securities          to be             price per      offering      registration
to be registered    registered(1)     share          price         fee
--------------------------------------------------------------------------------
Common Stock, par
value $.01 per share  430,500 shares   $2.00 (2)  $  861,000.00(2)  $ 260.91
                        1,500 shares   $2.15 (2)  $    3,225,00(2)  $    .98
                      159,050 shares   $2.75 (2)  $  437,387.50(2)  $ 132.54
                       58,950 shares   $3.125(3)  $  184,218.75(3)  $  55.82
--------------------------------------------------------------------------------
Total                 650,000 shares              $1,485,831.25     $ 450.25
--------------------------------------------------------------------------------


<PAGE>



(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1994 Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant to Rule 457(h),  the  exercise  price of presently
      outstanding options.

(3)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant  to Rule  457(c),  the average of the high and low
      sales  prices per share of the  registrant's  Common Stock on the American
      Stock Exchange on March 4, 1997.



<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents  heretofore  filed by the  registrant
with the  Securities  and  Exchange  Commission  (Commission  File  No.  1-7675)
pursuant  to Section  13(a) of the  Securities  Exchange  Act of 1934 (the "1934
Act") are incorporated herein by reference:

                  (a)      The  registrant's  Annual Report on Form 10-K for the
year ended December 31, 1995;

                  (b)      The registrant's  Quarterly  Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; and

                  (c)      The  description  of the  registrant's  Common  Stock
contained in the  registrant's  Registration  Statement on Form 8-A/A (Amendment
No. 1) filed on February 26, 1997,  including  any amendment or report filed for
the purpose of updating such descriptions.

                  All   documents   filed   subsequent   to  the  date  of  this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not Applicable.




<PAGE>



Item 6.           Indemnification of Directors and Officers.

                  (a) Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL")  provides,  in general,  that a  corporation  incorporated
under the laws of the State of Delaware,  such as the registrant,  may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action  by or in the right of the  corporation)  by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.

                  In the case of a derivative action, a Delaware corporation may
indemnify any such person against expenses (including  attorneys' fees) actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if such  person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

                  (b)  Section  NINTH  of  the   registrant's   Certificate   of
Incorporation,  as amended,  provides:  "No director of the corporation shall be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that the foregoing shall not eliminate or
limit  liability  of a director  (i) for any breach of such  director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) under  Section 174 of Title 8 of the Delaware  Code, or (iv) for any
transaction  from which such  director  derived an  improper  personal  benefit.
Neither the amendment nor repeal of this Article Ninth,  nor the adoption of any
provision of this Restated  Certificate of Incorporation  inconsistent with this
Article  Ninth,  shall  eliminate or reduce the effect of this Article  Ninth in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article Ninth would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision."

                  (c) Article VII of the  registrant's  By-Laws  provides:  "The
corporation shall indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
is or was or has agreed to become a director,  officer, employee or agent of the
corporation,  or is or was  serving or has agreed to serve at the request of the
corporation as a director, officer, employee


<PAGE>



or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  or by reason of any action alleged to have been taken or omitted in
such capacity,  against expenses,  including,  without  limitation,  expenses of
investigations,  judicial or administrative proceedings or appeals, amounts paid
in  settlement  by  or  on  behalf  of  the  indemnitee,   attorneys'  fees  and
disbursements and any expenses of establishing a right to indemnification  under
this Article VII (the "Expenses"),  judgments,  fines and penalties actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or  proceeding  and any  appeal  therefrom,  if he acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plead of nolo  contendere  or its  equivalent,  shall not,  of itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful."

                  "The  corporation  shall  indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its favor by reason of the fact that he is or was or has  agreed to
become a director,  officer, employee or agent of the corporation,  or is or was
serving or has agreed to serve at the request of the  corporation as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity,  against  Expenses,  judgments,  fines or penalties
actually and reasonably  incurred by him or on his behalf in connection with the
defense or  settlement  of such action or suit and any appeal  therefrom,  if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim,  issue or matter as to which such  person
shall have been adjudged to be liable to the corporation  unless and only to the
extent  that the Court of Chancery of Delaware or the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of such liability but in view of all the circumstances of the case,
such  person is fairly and  reasonably  entitled  to  indemnity  for such costs,
charges and expenses which the Court of Chancery of Delaware or such other court
shall deem proper."

                  "Notwithstanding  the other provisions of this Article VII, to
the extent that a director,  officer,  employee or agent of the  corporation has
been successful on the merits or otherwise,  including,  without limitation, the
dismissal  of an action  without  prejudice  in defense of any  action,  suit or
proceeding  referred  to in the  immediately  preceding  two  paragraphs,  or in
defense of any claim, issue or matter therein,  he shall be indemnified  against
all  Expenses  actually  and  reasonably  incurred  by him or on his  behalf  in
connection therewith."

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.


<PAGE>



Item 8.           Exhibits.

Exhibit
Number            Description
------            -----------

4.01              Restated  and  Amended  Certificate  of  Incorporation  of the
                  registrant.  Incorporated  by  reference to Exhibit 4.1 to the
                  registrant's Report on Form 10-Q/A for the quarter ended March
                  31, 1995.

4.02              Amended and Restated  By-Laws of the registrant.  Incorporated
                  by reference to Exhibit 2(b) to the registrant's  registration
                  statement  on Form 8-A/A  (Amendment  No.  1),  filed with the
                  Securities and Exchange Commission on February 26, 1997.

4.03              Registration Rights Agreement among the registrant,  H. Arthur
                  Bellows,  Jr.,  Carl  Ravitch  and the  Estate  of  Irving  I.
                  Roshwalb,  dated March 24, 1995.  Incorporated by reference to
                  Exhibit 4.3 to the registrant's  Report on Form 10-Q/A for the
                  quarter ended March 31, 1995.

4.04              Shareholders   Agreement  among  the  registrant,   H.  Arthur
                  Bellows,  Jr.,  Solomon  Dutka,  Solomon Dutka Trust for James
                  Dutka,  Solomon Dutka Trust for Michael  Dutka,  Solomon Dutka
                  Trust for Joyce Dutka, Carl Ravitch, Anthony Timiraos,  Dexter
                  Neadle,  Lawrence Karp,  George Fabian,  Fred Winkel,  Joel S.
                  Klein,  William  Liebman,  Nagesh  Gupta,  Thomas  Ryan,  Joel
                  Dorfman,  Josh  Libresco,   Donald  Pace,  Paul  Donato,  Fred
                  Nicholson   and  Joel  J.  Klein,   dated   March  24,   1995.
                  Incorporated  by reference to Exhibit 4.4 to the  registrant's
                  Report on Form 10-Q/A for the quarter ended March 31, 1995.

4.05              Shareholders  Agreement  between The Triangle  Corporation and
                  the  Estate of Irving I.  Roshwalb,  dated  February  9, 1995.
                  Incorporated  by reference to Exhibit 4.5 to the  registrant's
                  Report on Form 10-Q/A for the quarter ended March 31, 1995.

*4.06             1994 Stock Option Plan.

*5.01             Opinion  of Parker  Chapin  Flattau  &  Klimpl,  LLP as to the
                  legality of the Common Stock being offered.

*23.01            Consent of Deloitte & Touche LLP.

*23.02            Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page).

------------------
*  Filed herewith.


<PAGE>




Item 9.           Undertakings.

                          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 of 1933;

                              (ii) To  reflect  in the  prospectus  any facts or
events  arising after the effective date of the  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 the
registration statement;

                              (iii) To include  any  material  information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                          (2) That, for the purpose of determining any liability
under the Securities Act of 1933,  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.

                          (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 offering.

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



<PAGE>



             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the foregoing provisions described 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 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 Act and
will be governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on the 28th day of
February,1997.


                                 AUDITS & SURVEYS WORLDWIDE, INC.


                                 By:       /s/ H. Arthur Bellows, Jr.
                                           ---------------------------------
                                           H. Arthur Bellows, Jr.
                                           President and Chief Operating Officer

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature below constitutes and appoints each of H. Arthur Bellows, Jr. and Alan
J. Ritter his true and lawful  attorney-in-fact  and agent, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent,  full power and  authority to do and perform each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent or either of them or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on the 28th day of February, 1997.


        Signature                                         Title
        ---------                                         -----

    /s/ Soloman Dutka             Chairman, Chief Executive Officer and Director
    -----------------
     Solomon Dutka
    
    /s/ H. Arthur Bellows, Jr.    President and Chief Operating Officer and 
    -------------------------     Director
     H. Arthur Bellows, Jr.
    
    /s/ Carl Ravitch              Executive Vice President and Director
    ----------------
     Carl Ravitch


<PAGE>





 /s/ Alan J. Ritter            Senior Vice President and Treasurer (Principal
 ---------------------------   Financial and Accounting Officer)
  Alan J. Ritter               

 /s/ Charles E. Bradley        Director
 ---------------------------
 Charles E. Bradley

 /s/ Brian G. Dyson            Director
 ---------------------------
 Brian G. Dyson

 /s/ Matthew Goldstein         Director
 ---------------------------
 Matthew Goldstein

 /s/ Robert Miller             Director
 ---------------------------
 Robert Miller

 /s/ William Newman            Director
 ---------------------------
 William Newman

 ---------------------------   Director
  Sol Young

 ---------------------------   Director
  William A. Zebedee



<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number            Description
------            -----------

4.01              Restated  and  Amended  Certificate  of  Incorporation  of the
                  registrant.  Incorporated  by  reference to Exhibit 4.1 to the
                  registrant's Report on Form 10-Q/A for the quarter ended March
                  31, 1995.

4.02              Amended and Restated  By-Laws of the registrant.  Incorporated
                  by reference to Exhibit 2(b) to the registrant's  registration
                  statement  on Form 8-A/A  (Amendment  No.  1),  filed with the
                  Securities and Exchange Commission on February 26, 1997.

4.03              Registration Rights Agreement among the registrant,  H. Arthur
                  Bellows,  Jr.,  Carl  Ravitch  and the  Estate  of  Irving  I.
                  Roshwalb,  dated March 24, 1995.  Incorporated by reference to
                  Exhibit 4.3 to the registrant's  Report on Form 10-Q/A for the
                  quarter ended March 31, 1995.

4.04              Shareholders   Agreement  among  the  registrant,   H.  Arthur
                  Bellows,  Jr.,  Solomon  Dutka,  Solomon Dutka Trust for James
                  Dutka,  Solomon Dutka Trust for Michael  Dutka,  Solomon Dutka
                  Trust for Joyce Dutka, Carl Ravitch, Anthony Timiraos,  Dexter
                  Neadle,  Lawrence Karp,  George Fabian,  Fred Winkel,  Joel S.
                  Klein,  William  Liebman,  Nagesh  Gupta,  Thomas  Ryan,  Joel
                  Dorfman,  Josh  Libresco,   Donald  Pace,  Paul  Donato,  Fred
                  Nicholson   and  Joel  J.  Klein,   dated   March  24,   1995.
                  Incorporated  by reference to Exhibit 4.4 to the  registrant's
                  Report on Form 10-Q/A for the quarter ended March 31, 1995.

4.05              Shareholders  Agreement  between The Triangle  Corporation and
                  the  Estate of Irving I.  Roshwalb,  dated  February  9, 1995.
                  Incorporated  by reference to Exhibit 4.5 to the  registrant's
                  Report on Form 10-Q/A for the quarter ended March 31, 1995.

*4.06             1994 Stock Option Plan.

*5.01             Opinion  of Parker  Chapin  Flattau & Klimpl,  LLP,  as to the
                  legality of the Common Stock being offered.

*23.01            Consent of Deloitte & Touche LLP.

*23.02            Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page). 

-----------------
* Filed herewith


<PAGE>



                                                   EXHIBIT 4.06


<PAGE>



                             1994 STOCK OPTION PLAN
                                       of
                        AUDITS & SURVEYS WORLDWIDE, INC.

                  1.  PURPOSES OF THE PLAN.  This stock option plan (the "Plan")
is designed to provide an incentive to key  employees  (including  directors and
officers who are key employees) and to  consultants,  advisors and directors who
are not employees of Audits & Surveys  Worldwide,  Inc., a Delaware  corporation
(the "Company"), and its present and future subsidiary corporations,  as defined
in Paragraph  19  ("Subsidiaries"),  and to offer an  additional  inducement  in
obtaining the services of such  individuals.  The Plan provides for the grant of
"incentive  stock  options"  ("ISOs")  within the  meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"),  and nonqualified  stock
options ("NQSOs"),  but the Company makes no warranty as to the qualification of
any option as an "incentive stock option" under the Code.

                  2. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions  of
Paragraph 12, the aggregate number of shares of Common Stock, $.01 par value per
share,  of the Company  ("Common  Stock") for which options may be granted under
the Plan shall not  exceed  650,000.  Such  shares of Common  Stock may,  in the
discretion of the Board of Directors of the Company (the "Board of  Directors"),
consist either in whole or in part of authorized  but unissued  shares of Common
Stock or shares of Common Stock held in the treasury of the Company. The Company
shall at all times during the term of the Plan reserve and keep  available  such
number  of  shares  of  Common  Stock  as  will be  sufficient  to  satisfy  the
requirements of the Plan.  Subject to the provisions of Paragraph 13, any shares
of Common Stock subject to an option which for any reason expires,  is cancelled
or is terminated  unexercised  or which ceases for any reason to be  exercisable
shall again become available for the granting of options under the Plan.

                  3.  ADMINISTRATION OF THE PLAN. The Plan shall be administered
by a committee of the Board of Directors  (the  "Committee")  consisting  of not
less than two  directors.  During such time as the Company has a class of equity
securities  registered under Section 12 of the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"), each member of the Committee shall be (a) until
November 21, 1996 a "disinterested  person" within the meaning of Rule 16b-3 (or
any successor  rule or  regulation)  promulgated  under the Exchange Act and (b)
from and after November 21, 1996 a "non-employee director" within the meaning of
Rule  16b-3 (as the same may be in  effect  and  interpreted  from time to time,
"Rule  16b-3").  A majority of the members of the Committee  shall  constitute a
quorum,  and the acts of a majority  of the  members  present at any  meeting at
which a quorum is  present,  and any acts  approved  in writing  by all  members
without a meeting, shall be the acts of the Committee.

                  Subject to the express  provisions of the Plan,  the Committee
shall have the authority, in its sole discretion, to determine the key employees
who shall receive Employee Options (as defined in Paragraph 19), the consultants
and advisors who shall receive  Consultant Options (as defined in Paragraph 19),
and the  directors  who shall receive  Outside  Director  Options (as defined in
Paragraph  19); the times when they shall receive  options;  whether an Employee
Option  shall be an ISO or a NQSO;  the  number of shares of Common  Stock to be
subject to each  option;  the term of each  option;  the date each option  shall
become exercisable; whether an option shall be exercisable in whole, in part


<PAGE>



or in  installments,  and,  if in  installments,  the number of shares of Common
Stock to be subject  to each  installment;  whether  the  installments  shall be
cumulative;  the date each installment shall become  exercisable and the term of
each installment; whether to accelerate the date of exercise of any installment;
whether  shares of Common Stock may be issued on exercise of an option as partly
paid, and, if so, the dates when future installments of the exercise price shall
become due and the  amounts of such  installments;  the  exercise  price of each
option;  the form of payment of the exercise  price;  the fair market value of a
share of Common Stock;  whether to restrict the sale or other disposition of the
shares of Common Stock  acquired upon the exercise of an option and to waive any
such  restriction;  whether to subject the  exercise of all or any portion of an
option to the fulfillment of contingencies as specified in the contract referred
to in Paragraph 11 (the "Contract"), including without limitation, contingencies
relating to  entering  into a covenant  not to compete  with the Company and its
Parent (as defined in Paragraph 19) and  Subsidiaries,  to financial  objectives
for the Company,  a Subsidiary,  a division,  a product line or other  category,
and/or the period of continued  employment  of the optionee  with the Company or
its Subsidiaries, and to determine whether such contingencies have been met; the
amount, if any, necessary to satisfy the Company's  obligation to withhold taxes
or other  amounts;  with the  consent  of the  optionee,  to cancel or modify an
option,  provided  such option as modified  would be  permitted to be granted on
such date under the terms of the Plan; to construe the respective  Contracts and
the Plan; to prescribe,  amend and rescind rules and regulations relating to the
Plan;  and  to  make  all  other  determinations   necessary  or  advisable  for
administering  the Plan.  The  determinations  of the  Committee  on the matters
referred to in this Paragraph 3 shall be conclusive.

                  No member or former  member of the  Committee  shall be liable
for any action or  determination  made in good faith with respect to the Plan or
any option granted hereunder.  In addition, each member and former member of the
Committee shall be indemnified and held harmless by the Company from and against
any liability,  claim for damages and expenses in connection therewith by reason
of any  action or  failure  to act under or in  connection  with the Plan or any
option  granted  hereunder  to the  fullest  extent  permitted  with  respect to
directors  under  the  Company's  certificate  of  incorporation,   by-laws  and
applicable law.

                  4.   ELIGIBILITY.   The  Committee  may  from  time  to  time,
consistent  with the  purposes of the Plan,  grant (a)  Employee  Options to key
employees  (including  officers  and  directors  who are key  employees)  of the
Company or any of its  Subsidiaries,  (b) Consultant  Options to consultants and
advisors of the Company or any of its  Subsidiaries,  (c) prior to November  21,
1996  Outside  Director  Options to  directors of the Company who at the time of
grant  are  neither  common  law  employees  of  the  Company  or of  any of its
Subsidiaries nor a member of the Committee and (d) on or after November 21, 1996
Outside  Director  Options to  directors of the Company who at the time of grant
are not common law employees of the Company or of any of its Subsidiaries.  Such
options  granted  shall  cover  such  number of  shares  of Common  Stock as the
Committee may determine;  provided,  however,  that the maximum number of shares
subject to Employee  Options  that may be granted to any  individual  during any
calendar  year under the Plan  shall not exceed  100,000  shares;  and  provided
further that the aggregate  market value  (determined  at the time the option is
granted) of the shares of Common  Stock for which any  eligible  employee may be
granted ISOs under the Plan or any other plan of the Company,  or of a Parent or
a Subsidiary of the Company,  which are  exercisable  for the first time by such
optionee  during any calendar year shall not exceed  $100,000.  The $100,000 ISO
limitation  shall be applied by taking  ISOs into  account in the order in which
they


<PAGE>



were  granted.  Any option (or the  portion  thereof)  granted in excess of such
amount shall be treated as a NQSO.

                  5. EXERCISE PRICE.  The exercise price of the shares of Common
Stock under each option shall be determined by the Committee; provided, however,
that the  exercise  price of an ISO shall not be less than the fair market value
of the Common  Stock  subject to such option on the date of grant;  and provided
further that if, at the time an ISO is granted,  the optionee owns (or is deemed
to own under Section 424(d) of the Code) stock  possessing  more than 10% of the
total  combined  voting power of all classes of stock of the Company,  of any of
its  Subsidiaries  or of a Parent,  the exercise  price of such ISO shall not be
less than 110% of the fair market value of the Common Stock  subject to such ISO
on the date of grant.

                  The fair  market  value of a share of Common  Stock on any day
shall  be (a) if the  principal  market  for  the  Common  Stock  is a  national
securities exchange, the average between the high and low sales prices per share
of  the  Common  Stock  on  such  day  as  reported  by  such  exchange  or on a
consolidated tape reflecting transactions on such exchange, (b) if the principal
market for the Common Stock is not a national securities exchange and the Common
Stock is quoted on the National  Association  of  Securities  Dealers  Automated
Quotations  System  ("NASDAQ"),  and (i) if actual  sales price  information  is
available with respect to the Common Stock, the average between the high and low
sales  prices  per share of the Common  Stock on such day on NASDAQ,  or (ii) if
such  information is not available,  the average between the highest bid and the
lowest asked prices per share for the Common Stock on such day on NASDAQ, or (c)
if the  principal  market  for the  Common  Stock is not a  national  securities
exchange and the Common Stock is not quoted on NASDAQ,  the average  between the
highest bid and lowest  asked  prices per share for the Common Stock on such day
as reported on the NASDAQ OTC Bulletin Board Service, National Quotation Bureau,
Incorporated or a comparable service;  provided that if clauses (a), (b) and (c)
of this  Paragraph  are all  inapplicable,  or if no trades have been made or no
quotes are  available  for such day,  the fair market value of a share of Common
Stock  shall be  determined  by the  Committee  by any  method  consistent  with
applicable  regulations  adopted by the  Treasury  Department  relating to stock
options.  The  determination of the Committee shall be conclusive in determining
the fair market value of the Common Stock.

                  6. TERM. The term of each option granted  pursuant to the Plan
shall be such term as is established by the Committee,  in its sole  discretion,
at or before the time such option is granted;  provided,  however, that the term
of each ISO granted  pursuant to the Plan shall be for a period not exceeding 10
years from the date of grant thereof,  and provided further that if, at the time
an ISO is granted,  the optionee owns (or is deemed to own under Section  424(d)
of the Code) stock  possessing  more than 10% of the total combined voting power
of all  classes  of stock of the  Company,  of any of its  Subsidiaries  or of a
Parent,  the term of the ISO shall be for a period not exceeding five years from
the  date  of  grant.  Options  shall  be  subject  to  earlier  termination  as
hereinafter provided.

                  7. EXERCISE.  An option (or any part or installment  thereof),
to the extent then  exercisable,  shall be exercised by giving written notice to
the Company at its principal  office  stating  which option is being  exercised,
specifying the number of shares of Common Stock as to which such option is being
exercised and  accompanied  by payment in full of the aggregate  exercise  price
therefor


<PAGE>



(or the amount due on exercise if the Contract permits installment payments) (a)
in cash or by certified check, or (b) if the applicable  Contract permits,  with
previously  acquired  shares of Common  Stock  having an  aggregate  fair market
value,  on the date of exercise,  equal to the aggregate  exercise  price of all
options being  exercised,  or with any  combination of cash,  certified check or
shares of Common Stock.  In such case, the fair market value of the Common Stock
shall be determined in accordance with Paragraph 5.

                  The Committee  may, in its  discretion,  permit payment of the
exercise  price of an option by delivery by the optionee of a properly  executed
notice,  together  with  a copy  of his  irrevocable  instructions  to a  broker
acceptable  to the  Committee  to deliver  promptly to the Company the amount of
sale or loan  proceeds  sufficient  to pay such  exercise  price.  In connection
therewith, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

                  A person entitled to receive Common Stock upon the exercise of
an option shall not have the rights of a stockholder with respect to such shares
of Common  Stock until the date of issuance  of a stock  certificate  to him for
such shares; provided, however, that until such stock certificate is issued, any
option holder using previously  acquired shares of Common Stock in payment of an
option  exercise price shall  continue to have the rights of a stockholder  with
respect to such previously acquired shares.

                  In no case  may a  fraction  of a share  of  Common  Stock  be
purchased or issued under the Plan.

                  8.  TERMINATION  OF  RELATIONSHIP.  Except as may otherwise be
expressly provided in the applicable Contract,  any holder of an Employee Option
whose  employment  with  the  Company  and  its  Parent  and  Subsidiaries)  has
terminated  for any reason  other than his death or  Disability  (as  defined in
Paragraph 19) may exercise such option, to the extent exercisable on the date of
such termination, at any time within three months after the date of termination,
but not  thereafter  and in no event after the date the option  would  otherwise
have expired; provided, however, that if his employment is terminated either (a)
for  cause,  or (b)  without  the  consent of the  Company,  such  option  shall
terminate  immediately.  Except as may  otherwise be  expressly  provided in the
applicable  Contract,  Employee  Options  granted  under  the Plan  shall not be
affected by any change in the status of the holder so long as he continues to be
an employee or a consultant or advisor of the Company,  its Parent or any of the
Subsidiaries  (regardless  of having been  transferred  from one  corporation to
another).

                  For the purposes of the Plan, an employment relationship shall
be deemed to exist  between an individual  and a corporation  if, at the time of
the  determination,  the  individual  was an  employee of such  corporation  for
purposes of Section 422(a) of the Code. As a result,  an individual on military,
sick leave or other bona fide leave of absence  shall  continue to be considered
an  employee  for  purposes  of the Plan  during such leave if the period of the
leave does not exceed 90 days, or, if longer, so long as the individual's  right
to reemployment with the Company (or a related corporation) is guaranteed either
by statute or by contract. If the period of leave exceeds 90 days and the


<PAGE>



individual's  right to reemployment is not guaranteed by statute or by contract,
the employment  relationship  shall be deemed to have terminated on the 91st day
of such leave.

                  Except  as  may   otherwise  be  expressly   provided  in  the
applicable  Contract,  the holder of a  Consultant  Option whose  consulting  or
advisory  relationship  with the Company (and its Parent and  Subsidiaries)  has
terminated for any reason may exercise such option to the extent  exercisable on
the date of such termination,  at any time within three months after the date of
termination,  but not thereafter and in no event after the date the option would
otherwise  have  expired;  provided,  however,  that  if such  relationship  was
terminated either (a) for cause or (b) without the consent of the Company (other
than as a result of the death or  Disability  of the holder or a key employee of
the holder), such option shall terminate immediately. Except as may otherwise be
expressly provided in the applicable Contract,  Consultant Options granted under
the Plan shall not be affected by a change in the relationship  with the holder,
so long as the holder of the option continues to be a consultant of the Company,
its  Parent or any of its  Subsidiaries  (regardless  of  having  ceased to be a
consultant for any other of such corporations).

                  Except  as  may   otherwise  be  expressly   provided  in  the
applicable Contract, the holder of an Outside Director Option whose directorship
with  the  Company  has  terminated  for any  reason  other  than  his  death or
Disability  may exercise such option,  to the extent  exercisable on the date of
such termination, at any time within three months after the date of termination,
but not  thereafter  and in no event after the date the option  would  otherwise
have expired;  provided,  however,  that if his directorship shall be terminated
for cause, such option shall terminate immediately.

                  Nothing  in the Plan or in any option  granted  under the Plan
shall  confer  on any  person  any  right  to  continue  in the  employ  or as a
consultant or advisor of the Company, its Parent or any of its Subsidiaries,  or
as a director  of the  Company,  or  interfere  in any way with any right of the
Company,  its  Parent  or any of its  Subsidiaries  to  terminate  the  holder's
relationship  at any time for any reason  whatsoever  without  liability  to the
Company, its Parent or any of its Subsidiaries.

                  9. DEATH OR DISABILITY OF AN OPTIONEE. Except as may otherwise
be expressly provided in the applicable Contract,  if an optionee dies (a) while
he is employed by the Company, its Parent or any of its Subsidiaries, (b) within
three months after the  termination of his employment  (unless such  termination
was for cause or  without  the  consent of the  Company)  or (c) within one year
following  the  termination  of his  employment  by  reason of  Disability,  his
Employee Option may be exercised,  to the extent  exercisable on the date of his
death,  by his Legal  Representative  (as defined in Paragraph  19), at any time
within one year after death,  but not  thereafter and in no event after the date
the option would  otherwise  have expired.  Except as may otherwise be expressly
provided  in  the  applicable  Contract,   any  optionee  whose  employment  has
terminated  by reason of  Disability  may exercise his Employee  Option,  to the
extent  exercisable  upon the effective  date of such  termination,  at any time
within one year after such date,  but not  thereafter  and in no event after the
date the option would otherwise have expired.

                  The  termination  of a  Consultant  Option  as a result of the
death or  Disability  of the holder of the option  (or a key  employee  thereof)
shall be governed by Paragraph 8.



<PAGE>



                  Except  as  may   otherwise  be  expressly   provided  in  the
applicable  Contract,  if an  optionee  dies (a) while he is a  director  of the
Company,  (b) within three months after the termination of his directorship with
the Company (unless such termination was for cause) or (c) within one year after
the  termination  following the  termination  of his  directorship  by reason of
Disability,  his  Outside  Director  Options  may be  exercised,  to the  extent
exercisable on the date of his death,  by his Legal  Representative  at any time
within one year after death,  but not  thereafter and in no event after the date
the option would  otherwise  have expired.  Except as may otherwise be expressly
provided in the applicable  Contract,  an optionee whose  directorship  with the
Company  has  terminated  by reason of  Disability,  may  exercise  his  Outside
Director  Options,  to the  extent  exercisable  on the  effective  date of such
termination, at any time within one year after such date, but not thereafter and
in no event after the date the option would otherwise have expired.

                  10.   COMPLIANCE  WITH  SECURITIES  LAWS.  The  Committee  may
require,  in its  discretion,  as a condition to the exercise of any option that
either (a) a Registration Statement under the Securities Act of 1933, as amended
(the "Securities  Act"), with respect to the shares of Common Stock to be issued
upon such exercise  shall be effective  and current at the time of exercise,  or
(b) there is an exemption  from  registration  under the  Securities Act for the
issuance of shares of Common Stock upon such  exercise.  Nothing herein shall be
construed  as  requiring  the Company to register  shares  subject to any option
under the Securities Act.

                  The  Committee may require the optionee to execute and deliver
to the  Company  his  representations  and  warranties,  in form  and  substance
satisfactory to the Committee,  that (a) the shares of Common Stock to be issued
upon the  exercise of the option are being  acquired by the optionee for his own
account,  for investment  only and not with a view to the resale or distribution
thereof, and (b) any subsequent resale or distribution of shares of Common Stock
by such  optionee  will be made only  pursuant to (i) a  Registration  Statement
under the  Securities  Act which is  effective  and current  with respect to the
shares of  Common  Stock  being  sold,  or (ii) a  specific  exemption  from the
registration requirements of the Securities Act, but in claiming such exemption,
the  optionee  shall prior to any offer of sale or sale of such shares of Common
Stock provide the Company with a favorable  written opinion of counsel,  in form
and  substance  satisfactory  to the Company,  as to the  applicability  of such
exemption to the proposed sale or distribution.

                  In addition,  if at any time the Committee  shall determine in
its discretion that the listing or  qualification  of the shares of Common Stock
subject to such option on any securities  exchange or under any applicable  law,
or the consent or approval of any governmental  regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an option or
the issue of shares of Common Stock thereunder, such option may not be exercised
in whole or in part  unless  such  listing,  qualification,  consent or approval
shall have been effected or obtained free of any  conditions  not  acceptable to
the Committee.

                  11.      STOCK   OPTION   CONTRACTS.   Each  option  shall  be
evidenced by an appropriate Contract which shall be duly executed by the Company
and the optionee,  and shall contain such terms and conditions not  inconsistent
herewith as may be determined by the Committee.



<PAGE>



                  12.      ADJUSTMENTS UPON CHANGES IN COMMON STOCK.
Notwithstanding  any other provisions of the Plan, in the event of any change in
the outstanding  Common Stock by reason of a stock  dividend,  recapitalization,
merger in which the Company is the surviving corporation,  split-up, combination
or  exchange  of shares or the like,  the  aggregate  number  and kind of shares
subject to the Plan,  the  aggregate  number and kind of shares  subject to each
outstanding  option and the exercise  price  thereof,  and the maximum number of
shares subject to Employee  Options that may be granted to any individual in any
calendar year, shall be appropriately adjusted by the Board of Directors,  whose
determination shall be conclusive.

                  13.  AMENDMENTS  AND  TERMINATION  OF THE  PLAN.  The Plan was
adopted by the Board of  Directors on August 7, 1994 and amended on November 21,
1996. No option may be granted under the Plan after August 6, 2004. The Board of
Directors,  without further approval of the Company's  stockholders,  may at any
time suspend or terminate  the Plan,  in whole or in part, or amend it from time
to  time  in  such  respects  as  it  may  deem  advisable,  including,  without
limitation,  in order that ISOs  granted  hereunder  meet the  requirements  for
"incentive  stock options" under the Code, to comply with the provisions of Rule
16b-3 promulgated the Exchange Act or Section 162(m) of the Code, and to conform
to any change in applicable law or to  regulations or rulings of  administrative
agencies;  provided,  however,  that no amendment shall be effective without the
requisite  prior or subsequent  stockholder  approval  which would (a) except as
contemplated  in Paragraph 12,  increase the maximum  number of shares of Common
Stock for which options may be granted under the Plan, (b) prior to November 21,
1996 materially increase the benefits to participants under the Plan, (c) change
the  eligibility  requirements  for  individuals  entitled  to  receive  options
hereunder  or (d)  make  any  change  for  which  applicable  law or  regulatory
authority requires stockholder approval. No termination, suspension or amendment
of the Plan  shall,  without  the  consent of the holder of an  existing  option
affected  thereby,  adversely affect his rights under such option.  The power of
the  Committee to construe and  administer  any options  granted  under the Plan
prior to the termination or suspension of the Plan  nevertheless  shall continue
after such termination or during such suspension.

                  14.  NON-TRANSFERABILITY  OF OPTIONS.  No option granted under
the Plan shall be transferable otherwise than by will or the laws of descent and
distribution,  and options may be  exercised,  during the lifetime of the holder
thereof, only by him or his legal representatives. Except to the extent provided
above,  options  may not be  assigned,  transferred,  pledged,  hypothecated  or
disposed of in any way (whether by operation of law or otherwise)  and shall not
be subject to execution, attachment or similar process.

                  15.  WITHHOLDING  TAXES.  The Company may withhold cash and/or
shares of Common  Stock to be issued with  respect  thereto  having an aggregate
fair market  value  equal to the amount  which it  determines  is  necessary  to
satisfy its  obligation  to withhold  Federal,  state and local  income taxes or
other  amounts  incurred by reason of the grant or  exercise  of an option,  its
disposition,  or the  disposition  of the  underlying  shares of  Common  Stock.
Alternatively,  the Company  may  require the holder to pay to the Company  such
amount,  in cash,  promptly  upon demand.  The Company  shall not be required to
issue any shares of Common Stock  pursuant to any such option until all required
payments  have been made.  Fair market value of the shares of Common Stock shall
be determined in accordance with Paragraph 5.


<PAGE>



                  16.      LEGENDS; PAYMENT OF EXPENSES. The Company may endorse
such legend or legends upon the  certificates  for shares of Common Stock issued
upon  exercise  of an option  under the Plan and may issue such "stop  transfer"
instructions  to its transfer  agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation of,
or to perfect an exemption from, the registration requirements of the Securities
Act, (b)  implement  the  provisions  of the Plan or any  agreement  between the
Company and the  optionee  with respect to such shares of Common  Stock,  or (c)
permit the Company to determine the occurrence of a "disqualifying disposition,"
as  described  in  Section  421(b) of the Code,  of the  shares of Common  Stock
transferred upon the exercise of an ISO granted under the Plan.

                  The Company  shall pay all issuance  taxes with respect to the
issuance of shares of Common Stock upon the exercise of an option  granted under
the Plan, as well as all fees and expenses incurred by the Company in connection
with such issuance.

                  17.      USE  OF PROCEEDS.  The cash proceeds from the sale of
shares of Common Stock  pursuant to the exercise of options under the Plan shall
be  added  to the  general  funds of the  Company  and  used for such  corporate
purposes as the Board of Directors may determine.

                  18.      SUBSTITUTIONS  AND  ASSUMPTIONS OF OPTIONS OF CERTAIN
CONSTITUENT CORPORATIONS. Anything in this Plan to the contrary notwithstanding,
the Board of  Directors  may,  without  further  approval  by the  stockholders,
substitute  new  options  for prior  options of a  Constituent  Corporation  (as
defined  in  Paragraph  19) or assume  the  prior  options  of such  Constituent
Corporation.

                  19.      DEFINITIONS.

                           (a)  Subsidiary. The term "Subsidiary" shall have the
same definition as "subsidiary corporation" in Section 424(f) of the Code.

                           (b)  Parent.  The term  "Parent"  shall have the same
definition as "parent corporation" in Section 424(e) of the Code.

                           (c)  Constituent  Corporation.  The term "Constituent
Corporation"  shall mean any  corporation  which  engages with the Company,  its
Parent or any  Subsidiary in a transaction  to which Section  424(a) of the Code
applies (or would apply if the option  assumed or  substituted  were an ISO), or
any Parent or any Subsidiary of such corporation.

                           (d)  Disability.  The term "Disability"  shall mean a
permanent  and total  disability  within the meaning of Section  22(e)(3) of the
Code.

                           (e)  Employee  Option.  The term  "Employee   Option"
shall mean an option granted  pursuant to the Plan to an individual  who, at the
time of grant, is a key employee of the Company or a Subsidiary of the Company.



<PAGE>



                           (f)  Consultant Option. The term "Consultant  Option"
shall mean a NQSO  granted  pursuant to the Plan to a person who, at the time of
grant, is a consultant or advisor of the Company or a Subsidiary of the Company,
and at such time is neither a common law  employee  of the Company or any of its
Subsidiaries nor a director of the Company.

                           (g)   Outside  Director  Option.  The  term  "Outside
Director Option" shall mean a NQSO granted pursuant to the Plan to a director of
the Company who, at the time of the grant,  (x) is neither a common law employee
of the Company or any of its  Subsidiaries  nor a member of the Committee if the
grant is made prior to November 21, 1996 and (y) is not a common law employee of
the Company or any of its Subsidiaries if the grant is made on or after November
21, 1996.

                           (h)    Legal   Representative.    The   term   "Legal
Representative"  shall  mean,  with  respect  to  an  optionee,   his  executor,
administrator or other person at the time entitled by law to his rights under an
option granted pursuant to the Plan.

                  20.      GOVERNING  LAW.  The  Plan,  such  options  as may be
granted hereunder and all related matters shall be governed by, and construed in
accordance  with, the laws of the State of Delaware,  without regard to conflict
of law provisions.

                  21.      PARTIAL  INVALIDITY.  The invalidity or illegality of
any provision herein shall not affect the validity of any other provision.

                  22.  STOCKHOLDER  APPROVAL.  The  Plan  shall  be  subject  to
approval  by a majority  of the votes  present in person or by proxy at the next
duly held meeting of the Company's stockholders at which a quorum is present. No
options granted hereunder may be exercised prior to such approval, provided that
the date of grant of any options granted hereunder shall be determined as if the
Plan had not been subject to such approval.  Notwithstanding  the foregoing,  if
the Plan is not  approved  by a vote of the  stockholders  of the  Company on or
before  August  6,  1995,  the  Plan and any  options  granted  hereunder  shall
terminate.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 59176}]
{"company-data": {"conformed-name": "AUDITS & SURVEYS WORLDWIDE INC", "cik": "0000099703", "assigned-sic": "8700", "irs-number": "570486003", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22875", "film-number": "97551828"}, "business-address": {"street1": "650 AVENUE OF THE AMERICAS", "street2": "ONE STAMFORD LANDING", "city": "NEW YORK", "state": "NY", "zip": "10011", "phone": "2126279700"}, "mail-address": {"street1": "650 AVENUE OF THE AMERICAS", "street2": "62 SOUTHFIELD AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10011"}, "former-company": [{"former-conformed-name": "TRIANGLE CORP", "date-changed": "19920703"}, {"former-conformed-name": "TRIANGLE PACIFIC FOREST PRODUCTS CORP", "date-changed": "19730619"}]}
As filed with the Securities and Exchange Commission on March 6, 1997

                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                        AUDITS & SURVEYS WORLDWIDE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                           13-1809586
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

650 Avenue of the Americas, New York, New York                   10011
(Address of Principal Executive Offices)                       (Zip Code)

                             1994 Stock Option Plan
                                       of
                        Audits & Surveys Worldwide, Inc.
                            (Full title of the plan)

                      Alan J. Ritter, Senior Vice President
                        Audits & Surveys Worldwide, Inc.
                           650 Avenue of the Americas
                            New York, New York 10011
                     (Name and address of agent for service)

                                 (212) 627-9700
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              Michael J. Shef, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                      Proposed       Proposed
                                      maximum        maximum
Title of            Amount            offering       aggregate     Amount of
securities          to be             price per      offering      registration
to be registered    registered(1)     share          price         fee
--------------------------------------------------------------------------------
Common Stock, par
value $.01 per share  430,500 shares   $2.00 (2)  $  861,000.00(2)  $ 260.91
                        1,500 shares   $2.15 (2)  $    3,225,00(2)  $    .98
                      159,050 shares   $2.75 (2)  $  437,387.50(2)  $ 132.54
                       58,950 shares   $3.125(3)  $  184,218.75(3)  $  55.82
--------------------------------------------------------------------------------
Total                 650,000 shares              $1,485,831.25     $ 450.25
--------------------------------------------------------------------------------
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1994 Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant to Rule 457(h),  the  exercise  price of presently
      outstanding options.

(3)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant  to Rule  457(c),  the average of the high and low
      sales  prices per share of the  registrant's  Common Stock on the American
      Stock Exchange on March 4, 1997.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents  heretofore  filed by the  registrant
with the  Securities  and  Exchange  Commission  (Commission  File  No.  1-7675)
pursuant  to Section  13(a) of the  Securities  Exchange  Act of 1934 (the "1934
Act") are incorporated herein by reference:

                  (a)      The  registrant's  Annual Report on Form 10-K for the
year ended December 31, 1995;

                  (b)      The registrant's  Quarterly  Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; and

                  (c)      The  description  of the  registrant's  Common  Stock
contained in the  registrant's  Registration  Statement on Form 8-A/A (Amendment
No. 1) filed on February 26, 1997,  including  any amendment or report filed for
the purpose of updating such descriptions.

                  All   documents   filed   subsequent   to  the  date  of  this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not Applicable.
Item 6.           Indemnification of Directors and Officers.

                  (a) Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL")  provides,  in general,  that a  corporation  incorporated
under the laws of the State of Delaware,  such as the registrant,  may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action  by or in the right of the  corporation)  by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.

                  In the case of a derivative action, a Delaware corporation may
indemnify any such person against expenses (including  attorneys' fees) actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if such  person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

                  (b)  Section  NINTH  of  the   registrant's   Certificate   of
Incorporation,  as amended,  provides:  "No director of the corporation shall be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that the foregoing shall not eliminate or
limit  liability  of a director  (i) for any breach of such  director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) under  Section 174 of Title 8 of the Delaware  Code, or (iv) for any
transaction  from which such  director  derived an  improper  personal  benefit.
Neither the amendment nor repeal of this Article Ninth,  nor the adoption of any
provision of this Restated  Certificate of Incorporation  inconsistent with this
Article  Ninth,  shall  eliminate or reduce the effect of this Article  Ninth in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article Ninth would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision."

                  (c) Article VII of the  registrant's  By-Laws  provides:  "The
corporation shall indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
is or was or has agreed to become a director,  officer, employee or agent of the
corporation,  or is or was  serving or has agreed to serve at the request of the
corporation as a director, officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  or by reason of any action alleged to have been taken or omitted in
such capacity,  against expenses,  including,  without  limitation,  expenses of
investigations,  judicial or administrative proceedings or appeals, amounts paid
in  settlement  by  or  on  behalf  of  the  indemnitee,   attorneys'  fees  and
disbursements and any expenses of establishing a right to indemnification  under
this Article VII (the "Expenses"),  judgments,  fines and penalties actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or  proceeding  and any  appeal  therefrom,  if he acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plead of nolo  contendere  or its  equivalent,  shall not,  of itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful."

                  "The  corporation  shall  indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its favor by reason of the fact that he is or was or has  agreed to
become a director,  officer, employee or agent of the corporation,  or is or was
serving or has agreed to serve at the request of the  corporation as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity,  against  Expenses,  judgments,  fines or penalties
actually and reasonably  incurred by him or on his behalf in connection with the
defense or  settlement  of such action or suit and any appeal  therefrom,  if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim,  issue or matter as to which such  person
shall have been adjudged to be liable to the corporation  unless and only to the
extent  that the Court of Chancery of Delaware or the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of such liability but in view of all the circumstances of the case,
such  person is fairly and  reasonably  entitled  to  indemnity  for such costs,
charges and expenses which the Court of Chancery of Delaware or such other court
shall deem proper."

                  "Notwithstanding  the other provisions of this Article VII, to
the extent that a director,  officer,  employee or agent of the  corporation has
been successful on the merits or otherwise,  including,  without limitation, the
dismissal  of an action  without  prejudice  in defense of any  action,  suit or
proceeding  referred  to in the  immediately  preceding  two  paragraphs,  or in
defense of any claim, issue or matter therein,  he shall be indemnified  against
all  Expenses  actually  and  reasonably  incurred  by him or on his  behalf  in
connection therewith."

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.
Item 8.           Exhibits.

Exhibit
Number            Description
------            -----------

4.01              Restated  and  Amended  Certificate  of  Incorporation  of the
                  registrant.  Incorporated  by  reference to Exhibit 4.1 to the
                  registrant's Report on Form 10-Q/A for the quarter ended March
                  31, 1995.

4.02              Amended and Restated  By-Laws of the registrant.  Incorporated
                  by reference to Exhibit 2(b) to the registrant's  registration
                  statement  on Form 8-A/A  (Amendment  No.  1),  filed with the
                  Securities and Exchange Commission on February 26, 1997.

4.03              Registration Rights Agreement among the registrant,  H. Arthur
                  Bellows,  Jr.,  Carl  Ravitch  and the  Estate  of  Irving  I.
                  Roshwalb,  dated March 24, 1995.  Incorporated by reference to
                  Exhibit 4.3 to the registrant's  Report on Form 10-Q/A for the
                  quarter ended March 31, 1995.

4.04              Shareholders   Agreement  among  the  registrant,   H.  Arthur
                  Bellows,  Jr.,  Solomon  Dutka,  Solomon Dutka Trust for James
                  Dutka,  Solomon Dutka Trust for Michael  Dutka,  Solomon Dutka
                  Trust for Joyce Dutka, Carl Ravitch, Anthony Timiraos,  Dexter
                  Neadle,  Lawrence Karp,  George Fabian,  Fred Winkel,  Joel S.
                  Klein,  William  Liebman,  Nagesh  Gupta,  Thomas  Ryan,  Joel
                  Dorfman,  Josh  Libresco,   Donald  Pace,  Paul  Donato,  Fred
                  Nicholson   and  Joel  J.  Klein,   dated   March  24,   1995.
                  Incorporated  by reference to Exhibit 4.4 to the  registrant's
                  Report on Form 10-Q/A for the quarter ended March 31, 1995.

4.05              Shareholders  Agreement  between The Triangle  Corporation and
                  the  Estate of Irving I.  Roshwalb,  dated  February  9, 1995.
                  Incorporated  by reference to Exhibit 4.5 to the  registrant's
                  Report on Form 10-Q/A for the quarter ended March 31, 1995.

*4.06             1994 Stock Option Plan.

*5.01             Opinion  of Parker  Chapin  Flattau  &  Klimpl,  LLP as to the
                  legality of the Common Stock being offered.

*23.01            Consent of Deloitte & Touche LLP.

*23.02            Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page).

------------------
*  Filed herewith.
Item 9.           Undertakings.

                          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 of 1933;

                              (ii) To  reflect  in the  prospectus  any facts or
events  arising after the effective date of the  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 the
registration statement;

                              (iii) To include  any  material  information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                          (2) That, for the purpose of determining any liability
under the Securities Act of 1933,  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.

                          (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 offering.

                          The undersigned registrant hereby undertakes that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.
Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the foregoing provisions described 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 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on the 28th day of
February,1997.

                                 AUDITS & SURVEYS WORLDWIDE, INC.

                                 By:       /s/ H. Arthur Bellows, Jr.
                                           ---------------------------------
                                           H. Arthur Bellows, Jr.
                                           President and Chief Operating Officer

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature below constitutes and appoints each of H. Arthur Bellows, Jr. and Alan
J. Ritter his true and lawful  attorney-in-fact  and agent, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent,  full power and  authority to do and perform each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent or either of them or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on the 28th day of February, 1997.

        Signature                                         Title
        ---------                                         -----

    /s/ Soloman Dutka             Chairman, Chief Executive Officer and Director
    -----------------
     Solomon Dutka
    
    /s/ H. Arthur Bellows, Jr.    President and Chief Operating Officer and 
    -------------------------     Director
     H. Arthur Bellows, Jr.
    
    /s/ Carl Ravitch              Executive Vice President and Director
    ----------------
     Carl Ravitch
/s/ Alan J. Ritter            Senior Vice President and Treasurer (Principal
 ---------------------------   Financial and Accounting Officer)
  Alan J. Ritter               

 /s/ Charles E. Bradley        Director
 ---------------------------
 Charles E. Bradley

 /s/ Brian G. Dyson            Director
 ---------------------------
 Brian G. Dyson

 /s/ Matthew Goldstein         Director
 ---------------------------
 Matthew Goldstein

 /s/ Robert Miller             Director
 ---------------------------
 Robert Miller

 /s/ William Newman            Director
 ---------------------------
 William Newman

 ---------------------------   Director
  Sol Young

 ---------------------------   Director
  William A. Zebedee
EXHIBIT INDEX

Exhibit
Number            Description
------            -----------

4.01              Restated  and  Amended  Certificate  of  Incorporation  of the
                  registrant.  Incorporated  by  reference to Exhibit 4.1 to the
                  registrant's Report on Form 10-Q/A for the quarter ended March
                  31, 1995.

4.02              Amended and Restated  By-Laws of the registrant.  Incorporated
                  by reference to Exhibit 2(b) to the registrant's  registration
                  statement  on Form 8-A/A  (Amendment  No.  1),  filed with the
                  Securities and Exchange Commission on February 26, 1997.

4.03              Registration Rights Agreement among the registrant,  H. Arthur
                  Bellows,  Jr.,  Carl  Ravitch  and the  Estate  of  Irving  I.
                  Roshwalb,  dated March 24, 1995.  Incorporated by reference to
                  Exhibit 4.3 to the registrant's  Report on Form 10-Q/A for the
                  quarter ended March 31, 1995.

4.04              Shareholders   Agreement  among  the  registrant,   H.  Arthur
                  Bellows,  Jr.,  Solomon  Dutka,  Solomon Dutka Trust for James
                  Dutka,  Solomon Dutka Trust for Michael  Dutka,  Solomon Dutka
                  Trust for Joyce Dutka, Carl Ravitch, Anthony Timiraos,  Dexter
                  Neadle,  Lawrence Karp,  George Fabian,  Fred Winkel,  Joel S.
                  Klein,  William  Liebman,  Nagesh  Gupta,  Thomas  Ryan,  Joel
                  Dorfman,  Josh  Libresco,   Donald  Pace,  Paul  Donato,  Fred
                  Nicholson   and  Joel  J.  Klein,   dated   March  24,   1995.
                  Incorporated  by reference to Exhibit 4.4 to the  registrant's
                  Report on Form 10-Q/A for the quarter ended March 31, 1995.

4.05              Shareholders  Agreement  between The Triangle  Corporation and
                  the  Estate of Irving I.  Roshwalb,  dated  February  9, 1995.
                  Incorporated  by reference to Exhibit 4.5 to the  registrant's
                  Report on Form 10-Q/A for the quarter ended March 31, 1995.

*4.06             1994 Stock Option Plan.

*5.01             Opinion  of Parker  Chapin  Flattau & Klimpl,  LLP,  as to the
                  legality of the Common Stock being offered.

*23.01            Consent of Deloitte & Touche LLP.

*23.02            Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

*24.01            Power of attorney of certain  officers  and  directors  of the
                  registrant (contained in the signature page). 

-----------------
* Filed herewith
EXHIBIT 4.06
1994 STOCK OPTION PLAN
                                       of
                        AUDITS & SURVEYS WORLDWIDE, INC.

                  1.  PURPOSES OF THE PLAN.  This stock option plan (the "Plan")
is designed to provide an incentive to key  employees  (including  directors and
officers who are key employees) and to  consultants,  advisors and directors who
are not employees of Audits & Surveys  Worldwide,  Inc., a Delaware  corporation
(the "Company"), and its present and future subsidiary corporations,  as defined
in Paragraph  19  ("Subsidiaries"),  and to offer an  additional  inducement  in
obtaining the services of such  individuals.  The Plan provides for the grant of
"incentive  stock  options"  ("ISOs")  within the  meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"),  and nonqualified  stock
options ("NQSOs"),  but the Company makes no warranty as to the qualification of
any option as an "incentive stock option" under the Code.

                  2. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions  of
Paragraph 12, the aggregate number of shares of Common Stock, $.01 par value per
share,  of the Company  ("Common  Stock") for which options may be granted under
the Plan shall not  exceed  650,000.  Such  shares of Common  Stock may,  in the
discretion of the Board of Directors of the Company (the "Board of  Directors"),
consist either in whole or in part of authorized  but unissued  shares of Common
Stock or shares of Common Stock held in the treasury of the Company. The Company
shall at all times during the term of the Plan reserve and keep  available  such
number  of  shares  of  Common  Stock  as  will be  sufficient  to  satisfy  the
requirements of the Plan.  Subject to the provisions of Paragraph 13, any shares
of Common Stock subject to an option which for any reason expires,  is cancelled
or is terminated  unexercised  or which ceases for any reason to be  exercisable
shall again become available for the granting of options under the Plan.

                  3.  ADMINISTRATION OF THE PLAN. The Plan shall be administered
by a committee of the Board of Directors  (the  "Committee")  consisting  of not
less than two  directors.  During such time as the Company has a class of equity
securities  registered under Section 12 of the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"), each member of the Committee shall be (a) until
November 21, 1996 a "disinterested  person" within the meaning of Rule 16b-3 (or
any successor  rule or  regulation)  promulgated  under the Exchange Act and (b)
from and after November 21, 1996 a "non-employee director" within the meaning of
Rule  16b-3 (as the same may be in  effect  and  interpreted  from time to time,
"Rule  16b-3").  A majority of the members of the Committee  shall  constitute a
quorum,  and the acts of a majority  of the  members  present at any  meeting at
which a quorum is  present,  and any acts  approved  in writing  by all  members
without a meeting, shall be the acts of the Committee.

                  Subject to the express  provisions of the Plan,  the Committee
shall have the authority, in its sole discretion, to determine the key employees
who shall receive Employee Options (as defined in Paragraph 19), the consultants
and advisors who shall receive  Consultant Options (as defined in Paragraph 19),
and the  directors  who shall receive  Outside  Director  Options (as defined in
Paragraph  19); the times when they shall receive  options;  whether an Employee
Option  shall be an ISO or a NQSO;  the  number of shares of Common  Stock to be
subject to each  option;  the term of each  option;  the date each option  shall
become exercisable; whether an option shall be exercisable in whole, in part
or in  installments,  and,  if in  installments,  the number of shares of Common
Stock to be subject  to each  installment;  whether  the  installments  shall be
cumulative;  the date each installment shall become  exercisable and the term of
each installment; whether to accelerate the date of exercise of any installment;
whether  shares of Common Stock may be issued on exercise of an option as partly
paid, and, if so, the dates when future installments of the exercise price shall
become due and the  amounts of such  installments;  the  exercise  price of each
option;  the form of payment of the exercise  price;  the fair market value of a
share of Common Stock;  whether to restrict the sale or other disposition of the
shares of Common Stock  acquired upon the exercise of an option and to waive any
such  restriction;  whether to subject the  exercise of all or any portion of an
option to the fulfillment of contingencies as specified in the contract referred
to in Paragraph 11 (the "Contract"), including without limitation, contingencies
relating to  entering  into a covenant  not to compete  with the Company and its
Parent (as defined in Paragraph 19) and  Subsidiaries,  to financial  objectives
for the Company,  a Subsidiary,  a division,  a product line or other  category,
and/or the period of continued  employment  of the optionee  with the Company or
its Subsidiaries, and to determine whether such contingencies have been met; the
amount, if any, necessary to satisfy the Company's  obligation to withhold taxes
or other  amounts;  with the  consent  of the  optionee,  to cancel or modify an
option,  provided  such option as modified  would be  permitted to be granted on
such date under the terms of the Plan; to construe the respective  Contracts and
the Plan; to prescribe,  amend and rescind rules and regulations relating to the
Plan;  and  to  make  all  other  determinations   necessary  or  advisable  for
administering  the Plan.  The  determinations  of the  Committee  on the matters
referred to in this Paragraph 3 shall be conclusive.

                  No member or former  member of the  Committee  shall be liable
for any action or  determination  made in good faith with respect to the Plan or
any option granted hereunder.  In addition, each member and former member of the
Committee shall be indemnified and held harmless by the Company from and against
any liability,  claim for damages and expenses in connection therewith by reason
of any  action or  failure  to act under or in  connection  with the Plan or any
option  granted  hereunder  to the  fullest  extent  permitted  with  respect to
directors  under  the  Company's  certificate  of  incorporation,   by-laws  and
applicable law.

                  4.   ELIGIBILITY.   The  Committee  may  from  time  to  time,
consistent  with the  purposes of the Plan,  grant (a)  Employee  Options to key
employees  (including  officers  and  directors  who are key  employees)  of the
Company or any of its  Subsidiaries,  (b) Consultant  Options to consultants and
advisors of the Company or any of its  Subsidiaries,  (c) prior to November  21,
1996  Outside  Director  Options to  directors of the Company who at the time of
grant  are  neither  common  law  employees  of  the  Company  or of  any of its
Subsidiaries nor a member of the Committee and (d) on or after November 21, 1996
Outside  Director  Options to  directors of the Company who at the time of grant
are not common law employees of the Company or of any of its Subsidiaries.  Such
options  granted  shall  cover  such  number of  shares  of Common  Stock as the
Committee may determine;  provided,  however,  that the maximum number of shares
subject to Employee  Options  that may be granted to any  individual  during any
calendar  year under the Plan  shall not exceed  100,000  shares;  and  provided
further that the aggregate  market value  (determined  at the time the option is
granted) of the shares of Common  Stock for which any  eligible  employee may be
granted ISOs under the Plan or any other plan of the Company,  or of a Parent or
a Subsidiary of the Company,  which are  exercisable  for the first time by such
optionee  during any calendar year shall not exceed  $100,000.  The $100,000 ISO
limitation  shall be applied by taking  ISOs into  account in the order in which
they
were  granted.  Any option (or the  portion  thereof)  granted in excess of such
amount shall be treated as a NQSO.

                  5. EXERCISE PRICE.  The exercise price of the shares of Common
Stock under each option shall be determined by the Committee; provided, however,
that the  exercise  price of an ISO shall not be less than the fair market value
of the Common  Stock  subject to such option on the date of grant;  and provided
further that if, at the time an ISO is granted,  the optionee owns (or is deemed
to own under Section 424(d) of the Code) stock  possessing  more than 10% of the
total  combined  voting power of all classes of stock of the Company,  of any of
its  Subsidiaries  or of a Parent,  the exercise  price of such ISO shall not be
less than 110% of the fair market value of the Common Stock  subject to such ISO
on the date of grant.

                  The fair  market  value of a share of Common  Stock on any day
shall  be (a) if the  principal  market  for  the  Common  Stock  is a  national
securities exchange, the average between the high and low sales prices per share
of  the  Common  Stock  on  such  day  as  reported  by  such  exchange  or on a
consolidated tape reflecting transactions on such exchange, (b) if the principal
market for the Common Stock is not a national securities exchange and the Common
Stock is quoted on the National  Association  of  Securities  Dealers  Automated
Quotations  System  ("NASDAQ"),  and (i) if actual  sales price  information  is
available with respect to the Common Stock, the average between the high and low
sales  prices  per share of the Common  Stock on such day on NASDAQ,  or (ii) if
such  information is not available,  the average between the highest bid and the
lowest asked prices per share for the Common Stock on such day on NASDAQ, or (c)
if the  principal  market  for the  Common  Stock is not a  national  securities
exchange and the Common Stock is not quoted on NASDAQ,  the average  between the
highest bid and lowest  asked  prices per share for the Common Stock on such day
as reported on the NASDAQ OTC Bulletin Board Service, National Quotation Bureau,
Incorporated or a comparable service;  provided that if clauses (a), (b) and (c)
of this  Paragraph  are all  inapplicable,  or if no trades have been made or no
quotes are  available  for such day,  the fair market value of a share of Common
Stock  shall be  determined  by the  Committee  by any  method  consistent  with
applicable  regulations  adopted by the  Treasury  Department  relating to stock
options.  The  determination of the Committee shall be conclusive in determining
the fair market value of the Common Stock.

                  6. TERM. The term of each option granted  pursuant to the Plan
shall be such term as is established by the Committee,  in its sole  discretion,
at or before the time such option is granted;  provided,  however, that the term
of each ISO granted  pursuant to the Plan shall be for a period not exceeding 10
years from the date of grant thereof,  and provided further that if, at the time
an ISO is granted,  the optionee owns (or is deemed to own under Section  424(d)
of the Code) stock  possessing  more than 10% of the total combined voting power
of all  classes  of stock of the  Company,  of any of its  Subsidiaries  or of a
Parent,  the term of the ISO shall be for a period not exceeding five years from
the  date  of  grant.  Options  shall  be  subject  to  earlier  termination  as
hereinafter provided.

                  7. EXERCISE.  An option (or any part or installment  thereof),
to the extent then  exercisable,  shall be exercised by giving written notice to
the Company at its principal  office  stating  which option is being  exercised,
specifying the number of shares of Common Stock as to which such option is being
exercised and  accompanied  by payment in full of the aggregate  exercise  price
therefor
(or the amount due on exercise if the Contract permits installment payments) (a)
in cash or by certified check, or (b) if the applicable  Contract permits,  with
previously  acquired  shares of Common  Stock  having an  aggregate  fair market
value,  on the date of exercise,  equal to the aggregate  exercise  price of all
options being  exercised,  or with any  combination of cash,  certified check or
shares of Common Stock.  In such case, the fair market value of the Common Stock
shall be determined in accordance with Paragraph 5.

                  The Committee  may, in its  discretion,  permit payment of the
exercise  price of an option by delivery by the optionee of a properly  executed
notice,  together  with  a copy  of his  irrevocable  instructions  to a  broker
acceptable  to the  Committee  to deliver  promptly to the Company the amount of
sale or loan  proceeds  sufficient  to pay such  exercise  price.  In connection
therewith, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

                  A person entitled to receive Common Stock upon the exercise of
an option shall not have the rights of a stockholder with respect to such shares
of Common  Stock until the date of issuance  of a stock  certificate  to him for
such shares; provided, however, that until such stock certificate is issued, any
option holder using previously  acquired shares of Common Stock in payment of an
option  exercise price shall  continue to have the rights of a stockholder  with
respect to such previously acquired shares.

                  In no case  may a  fraction  of a share  of  Common  Stock  be
purchased or issued under the Plan.

                  8.  TERMINATION  OF  RELATIONSHIP.  Except as may otherwise be
expressly provided in the applicable Contract,  any holder of an Employee Option
whose  employment  with  the  Company  and  its  Parent  and  Subsidiaries)  has
terminated  for any reason  other than his death or  Disability  (as  defined in
Paragraph 19) may exercise such option, to the extent exercisable on the date of
such termination, at any time within three months after the date of termination,
but not  thereafter  and in no event after the date the option  would  otherwise
have expired; provided, however, that if his employment is terminated either (a)
for  cause,  or (b)  without  the  consent of the  Company,  such  option  shall
terminate  immediately.  Except as may  otherwise be  expressly  provided in the
applicable  Contract,  Employee  Options  granted  under  the Plan  shall not be
affected by any change in the status of the holder so long as he continues to be
an employee or a consultant or advisor of the Company,  its Parent or any of the
Subsidiaries  (regardless  of having been  transferred  from one  corporation to
another).

                  For the purposes of the Plan, an employment relationship shall
be deemed to exist  between an individual  and a corporation  if, at the time of
the  determination,  the  individual  was an  employee of such  corporation  for
purposes of Section 422(a) of the Code. As a result,  an individual on military,
sick leave or other bona fide leave of absence  shall  continue to be considered
an  employee  for  purposes  of the Plan  during such leave if the period of the
leave does not exceed 90 days, or, if longer, so long as the individual's  right
to reemployment with the Company (or a related corporation) is guaranteed either
by statute or by contract. If the period of leave exceeds 90 days and the
individual's  right to reemployment is not guaranteed by statute or by contract,
the employment  relationship  shall be deemed to have terminated on the 91st day
of such leave.

                  Except  as  may   otherwise  be  expressly   provided  in  the
applicable  Contract,  the holder of a  Consultant  Option whose  consulting  or
advisory  relationship  with the Company (and its Parent and  Subsidiaries)  has
terminated for any reason may exercise such option to the extent  exercisable on
the date of such termination,  at any time within three months after the date of
termination,  but not thereafter and in no event after the date the option would
otherwise  have  expired;  provided,  however,  that  if such  relationship  was
terminated either (a) for cause or (b) without the consent of the Company (other
than as a result of the death or  Disability  of the holder or a key employee of
the holder), such option shall terminate immediately. Except as may otherwise be
expressly provided in the applicable Contract,  Consultant Options granted under
the Plan shall not be affected by a change in the relationship  with the holder,
so long as the holder of the option continues to be a consultant of the Company,
its  Parent or any of its  Subsidiaries  (regardless  of  having  ceased to be a
consultant for any other of such corporations).

                  Except  as  may   otherwise  be  expressly   provided  in  the
applicable Contract, the holder of an Outside Director Option whose directorship
with  the  Company  has  terminated  for any  reason  other  than  his  death or
Disability  may exercise such option,  to the extent  exercisable on the date of
such termination, at any time within three months after the date of termination,
but not  thereafter  and in no event after the date the option  would  otherwise
have expired;  provided,  however,  that if his directorship shall be terminated
for cause, such option shall terminate immediately.

                  Nothing  in the Plan or in any option  granted  under the Plan
shall  confer  on any  person  any  right  to  continue  in the  employ  or as a
consultant or advisor of the Company, its Parent or any of its Subsidiaries,  or
as a director  of the  Company,  or  interfere  in any way with any right of the
Company,  its  Parent  or any of its  Subsidiaries  to  terminate  the  holder's
relationship  at any time for any reason  whatsoever  without  liability  to the
Company, its Parent or any of its Subsidiaries.

                  9. DEATH OR DISABILITY OF AN OPTIONEE. Except as may otherwise
be expressly provided in the applicable Contract,  if an optionee dies (a) while
he is employed by the Company, its Parent or any of its Subsidiaries, (b) within
three months after the  termination of his employment  (unless such  termination
was for cause or  without  the  consent of the  Company)  or (c) within one year
following  the  termination  of his  employment  by  reason of  Disability,  his
Employee Option may be exercised,  to the extent  exercisable on the date of his
death,  by his Legal  Representative  (as defined in Paragraph  19), at any time
within one year after death,  but not  thereafter and in no event after the date
the option would  otherwise  have expired.  Except as may otherwise be expressly
provided  in  the  applicable  Contract,   any  optionee  whose  employment  has
terminated  by reason of  Disability  may exercise his Employee  Option,  to the
extent  exercisable  upon the effective  date of such  termination,  at any time
within one year after such date,  but not  thereafter  and in no event after the
date the option would otherwise have expired.

                  The  termination  of a  Consultant  Option  as a result of the
death or  Disability  of the holder of the option  (or a key  employee  thereof)
shall be governed by Paragraph 8.
Except  as  may   otherwise  be  expressly   provided  in  the
applicable  Contract,  if an  optionee  dies (a) while he is a  director  of the
Company,  (b) within three months after the termination of his directorship with
the Company (unless such termination was for cause) or (c) within one year after
the  termination  following the  termination  of his  directorship  by reason of
Disability,  his  Outside  Director  Options  may be  exercised,  to the  extent
exercisable on the date of his death,  by his Legal  Representative  at any time
within one year after death,  but not  thereafter and in no event after the date
the option would  otherwise  have expired.  Except as may otherwise be expressly
provided in the applicable  Contract,  an optionee whose  directorship  with the
Company  has  terminated  by reason of  Disability,  may  exercise  his  Outside
Director  Options,  to the  extent  exercisable  on the  effective  date of such
termination, at any time within one year after such date, but not thereafter and
in no event after the date the option would otherwise have expired.

                  10.   COMPLIANCE  WITH  SECURITIES  LAWS.  The  Committee  may
require,  in its  discretion,  as a condition to the exercise of any option that
either (a) a Registration Statement under the Securities Act of 1933, as amended
(the "Securities  Act"), with respect to the shares of Common Stock to be issued
upon such exercise  shall be effective  and current at the time of exercise,  or
(b) there is an exemption  from  registration  under the  Securities Act for the
issuance of shares of Common Stock upon such  exercise.  Nothing herein shall be
construed  as  requiring  the Company to register  shares  subject to any option
under the Securities Act.

                  The  Committee may require the optionee to execute and deliver
to the  Company  his  representations  and  warranties,  in form  and  substance
satisfactory to the Committee,  that (a) the shares of Common Stock to be issued
upon the  exercise of the option are being  acquired by the optionee for his own
account,  for investment  only and not with a view to the resale or distribution
thereof, and (b) any subsequent resale or distribution of shares of Common Stock
by such  optionee  will be made only  pursuant to (i) a  Registration  Statement
under the  Securities  Act which is  effective  and current  with respect to the
shares of  Common  Stock  being  sold,  or (ii) a  specific  exemption  from the
registration requirements of the Securities Act, but in claiming such exemption,
the  optionee  shall prior to any offer of sale or sale of such shares of Common
Stock provide the Company with a favorable  written opinion of counsel,  in form
and  substance  satisfactory  to the Company,  as to the  applicability  of such
exemption to the proposed sale or distribution.

                  In addition,  if at any time the Committee  shall determine in
its discretion that the listing or  qualification  of the shares of Common Stock
subject to such option on any securities  exchange or under any applicable  law,
or the consent or approval of any governmental  regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an option or
the issue of shares of Common Stock thereunder, such option may not be exercised
in whole or in part  unless  such  listing,  qualification,  consent or approval
shall have been effected or obtained free of any  conditions  not  acceptable to
the Committee.

                  11.      STOCK   OPTION   CONTRACTS.   Each  option  shall  be
evidenced by an appropriate Contract which shall be duly executed by the Company
and the optionee,  and shall contain such terms and conditions not  inconsistent
herewith as may be determined by the Committee.
12.      ADJUSTMENTS UPON CHANGES IN COMMON STOCK.
Notwithstanding  any other provisions of the Plan, in the event of any change in
the outstanding  Common Stock by reason of a stock  dividend,  recapitalization,
merger in which the Company is the surviving corporation,  split-up, combination
or  exchange  of shares or the like,  the  aggregate  number  and kind of shares
subject to the Plan,  the  aggregate  number and kind of shares  subject to each
outstanding  option and the exercise  price  thereof,  and the maximum number of
shares subject to Employee  Options that may be granted to any individual in any
calendar year, shall be appropriately adjusted by the Board of Directors,  whose
determination shall be conclusive.

                  13.  AMENDMENTS  AND  TERMINATION  OF THE  PLAN.  The Plan was
adopted by the Board of  Directors on August 7, 1994 and amended on November 21,
1996. No option may be granted under the Plan after August 6, 2004. The Board of
Directors,  without further approval of the Company's  stockholders,  may at any
time suspend or terminate  the Plan,  in whole or in part, or amend it from time
to  time  in  such  respects  as  it  may  deem  advisable,  including,  without
limitation,  in order that ISOs  granted  hereunder  meet the  requirements  for
"incentive  stock options" under the Code, to comply with the provisions of Rule
16b-3 promulgated the Exchange Act or Section 162(m) of the Code, and to conform
to any change in applicable law or to  regulations or rulings of  administrative
agencies;  provided,  however,  that no amendment shall be effective without the
requisite  prior or subsequent  stockholder  approval  which would (a) except as
contemplated  in Paragraph 12,  increase the maximum  number of shares of Common
Stock for which options may be granted under the Plan, (b) prior to November 21,
1996 materially increase the benefits to participants under the Plan, (c) change
the  eligibility  requirements  for  individuals  entitled  to  receive  options
hereunder  or (d)  make  any  change  for  which  applicable  law or  regulatory
authority requires stockholder approval. No termination, suspension or amendment
of the Plan  shall,  without  the  consent of the holder of an  existing  option
affected  thereby,  adversely affect his rights under such option.  The power of
the  Committee to construe and  administer  any options  granted  under the Plan
prior to the termination or suspension of the Plan  nevertheless  shall continue
after such termination or during such suspension.

                  14.  NON-TRANSFERABILITY  OF OPTIONS.  No option granted under
the Plan shall be transferable otherwise than by will or the laws of descent and
distribution,  and options may be  exercised,  during the lifetime of the holder
thereof, only by him or his legal representatives. Except to the extent provided
above,  options  may not be  assigned,  transferred,  pledged,  hypothecated  or
disposed of in any way (whether by operation of law or otherwise)  and shall not
be subject to execution, attachment or similar process.

                  15.  WITHHOLDING  TAXES.  The Company may withhold cash and/or
shares of Common  Stock to be issued with  respect  thereto  having an aggregate
fair market  value  equal to the amount  which it  determines  is  necessary  to
satisfy its  obligation  to withhold  Federal,  state and local  income taxes or
other  amounts  incurred by reason of the grant or  exercise  of an option,  its
disposition,  or the  disposition  of the  underlying  shares of  Common  Stock.
Alternatively,  the Company  may  require the holder to pay to the Company  such
amount,  in cash,  promptly  upon demand.  The Company  shall not be required to
issue any shares of Common Stock  pursuant to any such option until all required
payments  have been made.  Fair market value of the shares of Common Stock shall
be determined in accordance with Paragraph 5.
16.      LEGENDS; PAYMENT OF EXPENSES. The Company may endorse
such legend or legends upon the  certificates  for shares of Common Stock issued
upon  exercise  of an option  under the Plan and may issue such "stop  transfer"
instructions  to its transfer  agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation of,
or to perfect an exemption from, the registration requirements of the Securities
Act, (b)  implement  the  provisions  of the Plan or any  agreement  between the
Company and the  optionee  with respect to such shares of Common  Stock,  or (c)
permit the Company to determine the occurrence of a "disqualifying disposition,"
as  described  in  Section  421(b) of the Code,  of the  shares of Common  Stock
transferred upon the exercise of an ISO granted under the Plan.

                  The Company  shall pay all issuance  taxes with respect to the
issuance of shares of Common Stock upon the exercise of an option  granted under
the Plan, as well as all fees and expenses incurred by the Company in connection
with such issuance.

                  17.      USE  OF PROCEEDS.  The cash proceeds from the sale of
shares of Common Stock  pursuant to the exercise of options under the Plan shall
be  added  to the  general  funds of the  Company  and  used for such  corporate
purposes as the Board of Directors may determine.

                  18.      SUBSTITUTIONS  AND  ASSUMPTIONS OF OPTIONS OF CERTAIN
CONSTITUENT CORPORATIONS. Anything in this Plan to the contrary notwithstanding,
the Board of  Directors  may,  without  further  approval  by the  stockholders,
substitute  new  options  for prior  options of a  Constituent  Corporation  (as
defined  in  Paragraph  19) or assume  the  prior  options  of such  Constituent
Corporation.

                  19.      DEFINITIONS.

                           (a)  Subsidiary. The term "Subsidiary" shall have the
same definition as "subsidiary corporation" in Section 424(f) of the Code.

                           (b)  Parent.  The term  "Parent"  shall have the same
definition as "parent corporation" in Section 424(e) of the Code.

                           (c)  Constituent  Corporation.  The term "Constituent
Corporation"  shall mean any  corporation  which  engages with the Company,  its
Parent or any  Subsidiary in a transaction  to which Section  424(a) of the Code
applies (or would apply if the option  assumed or  substituted  were an ISO), or
any Parent or any Subsidiary of such corporation.

                           (d)  Disability.  The term "Disability"  shall mean a
permanent  and total  disability  within the meaning of Section  22(e)(3) of the
Code.

                           (e)  Employee  Option.  The term  "Employee   Option"
shall mean an option granted  pursuant to the Plan to an individual  who, at the
time of grant, is a key employee of the Company or a Subsidiary of the Company.
(f)  Consultant Option. The term "Consultant  Option"
shall mean a NQSO  granted  pursuant to the Plan to a person who, at the time of
grant, is a consultant or advisor of the Company or a Subsidiary of the Company,
and at such time is neither a common law  employee  of the Company or any of its
Subsidiaries nor a director of the Company.

                           (g)   Outside  Director  Option.  The  term  "Outside
Director Option" shall mean a NQSO granted pursuant to the Plan to a director of
the Company who, at the time of the grant,  (x) is neither a common law employee
of the Company or any of its  Subsidiaries  nor a member of the Committee if the
grant is made prior to November 21, 1996 and (y) is not a common law employee of
the Company or any of its Subsidiaries if the grant is made on or after November
21, 1996.

                           (h)    Legal   Representative.    The   term   "Legal
Representative"  shall  mean,  with  respect  to  an  optionee,   his  executor,
administrator or other person at the time entitled by law to his rights under an
option granted pursuant to the Plan.

                  20.      GOVERNING  LAW.  The  Plan,  such  options  as may be
granted hereunder and all related matters shall be governed by, and construed in
accordance  with, the laws of the State of Delaware,  without regard to conflict
of law provisions.

                  21.      PARTIAL  INVALIDITY.  The invalidity or illegality of
any provision herein shall not affect the validity of any other provision.

                  22.  STOCKHOLDER  APPROVAL.  The  Plan  shall  be  subject  to
approval  by a majority  of the votes  present in person or by proxy at the next
duly held meeting of the Company's stockholders at which a quorum is present. No
options granted hereunder may be exercised prior to such approval, provided that
the date of grant of any options granted hereunder shall be determined as if the
Plan had not been subject to such approval.  Notwithstanding  the foregoing,  if
the Plan is not  approved  by a vote of the  stockholders  of the  Company on or
before  August  6,  1995,  the  Plan and any  options  granted  hereunder  shall
terminate.