EXHIBIT 4.2



                                GOHEALTH.MD, INC.
                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into
as of this  27th day of  August,  1999,  by and  between  GOHEALTH.MD,  INC.,  a
Delaware corporation (the "Company"), and Harvey Benn ("Optionee").

                                   Background

         The Company  desires to grant Optionee an option to purchase  shares of
common stock of the Company.

         NOW,  THEREFORE,  in  consideration  of the premises and the  covenants
contained  herein,  and other good and  valuable  consideration,  including  the
consideration set forth in the Consulting Agreement, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound, it is agreed as
follows:

        1.  Non-Qualified Stock Options to Purchase Shares.
           ----------------------------------------------

                  (a) Number of Option  Shares and Exercise  Price.  The Company
hereby grants to the Optionee  non-qualified  stock options (the "Options"),  to
purchase the following number of shares of the Company's common stock, par value
$0.001 per share (the "Option Shares"):

                       (i)   150,000 shares  of  common  stock, with an exercise
price of $1.00  per share.

                  (b) Exercise  Period.  The Options  shall be  exercisable,  in
whole or in part, at any time and from time to time during the period commencing
on the date hereof, and ending on August 27, 2009 (the "Exercise Period").

         2.  Manner of Exercise and Terms of Payment.
             ---------------------------------------

                  (a) The Options may be exercised in whole or in part,  subject
to the limitations set forth in this Agreement,  upon delivery to the Company of
timely  written  notice of exercise,  accompanied  by full payment of the Option
Price for the Option Shares with respect to which the Options are exercised. The
exercise  price may be paid, in the Optionee's  discretion,  (i) by delivering a
certified check or wire transfer of immediately  available funds to the order of
the Company for the entire exercise price, or (ii) in accordance with provisions
of subparagraph 2(b), hereof, or (iii) by any combination  thereof determined by
the Optionee.  The person  entitled to the shares so purchased  shall be treated
for all purposes as the holder of such shares as of the close of business on the
date of exercise and  certificates for the shares of stock so purchased shall be
delivered to the person so entitled  within a  reasonable  time,  not  exceeding
thirty (30) days,  after such  exercise.  Unless this Option has expired,  a new
Option of like tenor and for

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such number of shares as the holder of this Option shall direct, representing in
the  aggregate  the right to purchase a number of shares  with  respect to which
this Option shall not have been exercised, shall also be issued to the holder of
this Option within such time.

                  (b) In  addition  to and  without  limiting  the  right of the
Optionee under any other terms set forth herein,  the Optionee shall have,  upon
written request by the Optionee delivered or transmitted to the Company together
with this Option,  the right (the "Conversion  Right") to require the Company to
convert this Option into shares of Common Stock as follows: upon exercise of the
Conversion  Right, the Company shall deliver to the Optionee (without payment by
the Optionee of any  Exercise  Price) that number of shares of Common Stock that
is equal to the quotient obtained by dividing (x) the value of the Option at the
time the Conversion Right is exercised  (determined by subtracting the aggregate
Exercise  Price in effect  immediately  prior to the exercise of the  Conversion
Right  from the  aggregate  Fair  Market  Value of the  shares of  Common  Stock
issuable  upon exercise of the Option  immediately  prior to the exercise of the
Conversion  Right) by (y) the current  Fair Market  Value of one share of Common
Stock (determined as provided in paragraph 11(c) below) immediately prior to the
exercise of the Conversion  Right.  The Conversion Right may be exercised by the
Optionee by  surrender  of this Option at the  principal  office of the Company,
together with a written  statement  specifying that the Optionee thereby intends
to  exercise  the  Conversion  Right.  Certificates  for shares of common  Stock
issuable  upon  exercise  of the  Conversion  Right  shall be  delivered  to the
Optionee  promptly  following the Company's receipt of this Option together with
the aforesaid written statement.

         3.  Rights as Stockholder.  Optionee  or a permitted  transferee of the
Options shall have no rights as a stockholder of the Company with respect to any
shares of common  stock  subject to such  Options  prior to his  exercise of the
Options.

         4.  Adjustment of Purchase  Price and Number of Shares.  The number and
kind of securities purchasable upon the exercise of this Option and the exercise
price shall be subject to adjustment  from time to time, as provided in Schedule
A attached hereto.

         5.  Investment Representation.
             -------------------------

                  (a)  Optionee  represents  and  warrants to the  Company  that
Optionee is acquiring  these  Options and the Option Shares for  Optionee's  own
account for the purpose of investment and not with a view toward resale or other
distribution  thereof in violation of the 1933 Act.  Optionee  acknowledges that
the effect of the  representations  and  warranties is that the economic risk of
the  investment  in the Options and Option  Shares must be borne by the Optionee
for an indefinite  period of time.  This  representation  and warranty  shall be
deemed to be a continuing representation and warranty and shall be in full force
and effect upon such exercise of the Options granted hereby.

                  (b)  Prior  to  such  time  as the  Option  Shares  have  been
registered  under  the 1933  Act,  the  Company  shall  place a  legend  on each
certificate  for the Option Shares issued  pursuant  hereto,  or any certificate
issued in exchange  therefore,  stating that such  securities are not registered
under the 1933 Act and state  securities  laws and setting forth or referring to
the restriction on  transferability  and sale thereof imposed by the 1933 Act or
any applicable  state  securities  law, and that the holder thereof agrees to be
bound by such restrictive legend.

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         6.  Exercisability.  The Options shall be  exercisable only by Optionee
during his lifetime or by his assigns,  heirs,  executors or administrators,  as
the case may be. Any assignment  hereof shall be in compliance  with  applicable
securities laws. The Options granted  hereunder and the registration  rights may
be assigned together only, but may not be separately assigned.

         7.  Piggyback Registrations.
             -----------------------

                  (a) Right to  Piggyback.  At any time after the first to occur
of the date (i) a registration statement covering the Initial Public Offering of
the  Company's  securities  shall  become  effective  or (ii)  upon the  Company
becoming a reporting  company under Section 12 of the Securities Act of 1934, as
amended  whenever the Company  proposes to register any of its securities  under
the 1933 Act (other than a registration  on Form S-4 or S-8 or such  replacement
form), and the registration  form to be used may be used for the registration of
Registrable  Securities  (a  "Piggyback  Registration"),  the Company  will give
prompt  written  notice  to the  Optionee  and will  include  in such  Piggyback
Registration,  subject  to the  allocation  provisions  below,  all  Registrable
Securities  of Optionee  with respect to which the Company has received  written
requests for inclusion  within fifteen (15) days after the Company's  mailing of
such notice.

                  (b)  Piggyback Expenses.  In all Piggyback Registrations,  the
Company will pay all of the Registration Expenses.

                  (c) Priority on Registrations.  If a Piggyback Registration is
initiated as an underwritten primary or secondary  registration on behalf of the
Company or holders of the Company's  securities,  and the managing  underwriters
advise the  Company in writing  that in their  reasonable  opinion the number of
securities requested to be included in such registration exceeds the number that
can be sold in such offering,  at a price reasonably  related to fair value, the
Company  may  limit  the  number  of  Registrable  Securities  included  in such
registration.

                  (d) Selection of Underwriters.  If any Piggyback  Registration
is  underwritten,  the selection of investment  banker(s) and manager(s) and the
other decisions regarding the underwriting arrangements for the offering will be
made by the Company.

                  (e)  Continuing Obligations.   The Company's  agreements  with
respect  to the  registration  of the  Option  Shares  in this  Section  8 shall
continue in effect regardless of the exercise and surrender of the Option.

         8.  Registration Procedures.
             -----------------------

                  Whenever  the  Optionee  has  requested  that any  Registrable
Securities be registered  pursuant to Section 7 of this  Agreement,  the Company
will, as expeditiously as possible:

                  (a)  prepare  and  file  with  the   Securities  and  Exchange
Commission a registration  statement with respect to such Registrable Securities
and use its best  reasonable  efforts to cause such  registration  statement  to
become effective as promptly as practical;

                  (b)  prepare  and  file  with  the   Securities  and  Exchange
Commission such amendments and  supplements to such  registration  statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
registration statement effective for a period of not less than 90 days;

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                  (c) furnish to each Selling Holder such  reasonable  number of
copies of such registration statement, each amendment and supplement thereto and
the  prospectus  included  in  such  registration   statement   (including  each
preliminary prospectus and any term sheet associated therewith),  and such other
documents as such Optionee may  reasonably  request in order to  facilitate  the
disposition of the Registrable Securities owned by each seller;

                  (d) use its best  reasonable  efforts to  register  or qualify
such Registrable Securities under such other securities or blue sky laws of such
states as the managing underwriter(s) may reasonably request, or if the offering
is not underwritten in New York, New Jersey and Pennsylvania.

                  (e) notify each  Selling  Holder at any time when a prospectus
relating  thereto  is  required  to be  delivered  under the 1933 Act within the
period that the Company is required to keep the registration statement effective
of the  happening of any event as a result of which the  prospectus  included in
such registration  statement,  together with any associated term sheet, contains
an untrue  statement of a material fact or omits and fact  necessary to make the
statement  therein not misleading,  and, at the request of any such seller,  the
Company will prepare a supplement  or amendment to such  prospectus  so that, as
thereafter  delivered to the  purchasers of such  Registrable  Securities,  such
prospectus  will not contain an untrue  statement of a material  fact or omit to
state any fact necessary to make the statement therein not misleading;

                  (f)  cause  all such  Registrable  Securities  to be listed or
included on each national  securities  exchange,  if any, or on the NASDAQ Stock
Market, on which the other outstanding shares of Common Stock of the Company are
then listed;

                  (g)  provide  a  transfer  agent  and  registrar  for all such
Registrable  Securities not later than the effective  date of such  registration
statement;

                  (h)  enter  into  such  customary  agreements   (including  an
underwriting  agreement in customary form) and take such other customary actions
as may be reasonably necessary to expedite or facilitate the disposition of such
Registrable Securities;

                  (i) obtain a "comfort"  letter  addressed  to the Company from
its independent  public  accountants in customary form and covering such matters
of the type customarily covered by "comfort" letters; and

                  (j)  make  available  for  inspection  by  the  Optionee,  any
underwriter  participating  in any  disposition  pursuant  to such  registration
statement,  and any  attorney,  accountant  or other agent  retained by any such
seller, or any underwriter, all financial and other records, pertinent corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors and employees to supply all  information  reasonably  requested by any
such seller or any such underwriter, attorney, accountant or agent in connection
with such registration statement.

         9.  Indemnification.
             ---------------

                  (a) The Company hereby indemnifies, to the extent permitted by
law, each Holder and their respective officers, directors, employees and agents,
if any,  and each person who controls any of them within the meaning of the 1933
Act (each, an "indemnified Party") against all losses, claims, damages,

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liabilities and expenses  arising out of or resulting from any untrue or alleged
untrue  statement  of material  fact  contained in any  registration  statement,
prospectus or preliminary prospectus or associated term sheet or any omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances  in  which  made  except  insofar  as the same  are  caused  by or
contained  in any  information  furnished  in  writing  to the  Company  by such
Indemnified  Party  expressly  for use  therein  or by any  Indemnified  Party's
failure to deliver a copy of the  registration  statement or  prospectus  or any
amendments  or  supplements   thereto  after  the  Company  has  furnished  such
Indemnified  Party with a sufficient number of copies of the same. In connection
with an  underwritten  offering,  the Company will  indemnify the  underwriters,
their  officers and  directors,  and each person who controls such  underwriters
(within the  meaning of the 1933 Act) to the same extent as provided  above with
respect to the indemnification of any Indemnified Party.

                  (b) In connection with any  registration  statement in which a
Selling Holder is participating, each such Holder will furnish to the Company in
a timely manner in writing such  information  as is reasonably  requested by the
Company  for use in any  such  registration  statement  or  prospectus  and will
indemnify,  to the extent  permitted  by law,  the Company,  its  directors  and
officers  and each person who  controls  the Company  (within the meaning of the
1933  Act)  against  any  losses,  claims,  damages,  liabilities  and  expenses
resulting  from any untrue or alleged  untrue  statement of material fact or any
omission  or alleged  omission of a material  fact  required to be stated in the
registration  statement or  prospectus  or any  amendment  thereof or supplement
thereto or necessary to make the statements therein not misleading,  but only to
the extent that such untrue statement or omission is contained in information so
furnished  in writing  by such  Holder  specifically  for use in  preparing  the
registration  statement.  Notwithstanding  the  foregoing,  the  liability  of a
Selling  Holder  under this  Section 9(b) shall be limited to an amount equal to
the net  proceeds  actually  received  by the  Selling  Holder  from the sale of
Registrable Securities covered by the registration statement.

                  (c) Any person entitled to indemnification  hereunder will (i)
give prompt notice to the indemnifying  party of any claim with respect to which
it seeks  indemnification  and (ii) unless in such indemnifying  party's counsel
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties  may  exist  with  respect  to  such  claim,  permit  such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory to the indemnified  party.  Any failure to give prompt notice shall
deprive a party of its right to  indemnification  hereunder  only to the  extent
that such failure shall have adversely  affected the indemnifying  party. If the
defense of any claim is assumed,  the indemnifying  party will not be subject to
any liability for any settlement made without its consent (but such consent will
not be unreasonably  withheld).  An indemnifying  party who is not entitled,  or
elects not, to assume the  defense of a claim will not be  obligated  to pay the
fees and expenses or more than one counsel for all parties  indemnified  by such
indemnifying  party  with  respect  to  such  claim,  unless  in the  reasonable
judgement  of any  indemnified  party's  counsel a conflict of  interest  exists
between such indemnified party and any other of such  indemnifying  parties with
respect to such claim.

         10.  Participation in Underwritten Registrations.
              -------------------------------------------

         The  Optionee  may not  participate  in any  underwritten  registration
hereunder  unless he (i) agrees to sell his  securities on the basis provided in
any  underwriting  arrangements  approved by the persons  entitled  hereunder to
approve such  arrangements  under Section 7(e),  and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

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         11.  Definitions.
              -----------

                  (a) The term  "Additional  Shares of Capital Stock" shall mean
all shares of Capital Stock issued by the Company, except those shares of Common
Stock of the  Company  issuable  upon the  exercise  of this Option or any other
shares of Common Stock issued to the Optionee.

                  (b) The term "Capital  Stock" shall mean the Company's  common
stock,  and any other stock of any class,  whether now or hereafter  authorized,
which has the right to participate in the distribution of earnings and assets of
the Company without limit as to amount or percentage.

                  (c) The term "Fair Market  Value" per share of Common Stock as
to any date shall mean the average of the daily closing  prices (as such term is
hereinafter defined) immediately prior to such date; provided,  however, that in
the event the Fair  Market  Value of the  Common  Stock is  determined  during a
period  following  the  announcement  by  the  Company  of  (i)  a  dividend  or
distribution on the Common stock payable in shares of Common Stock or securities
convertible  into  Common  Stock,  or  (ii)  any  subdivision,   combination  or
reclassification  of Common Stock and prior to the  expiration of 30 consecutive
Trading days after the ex-dividend  date for such dividend or  distribution,  or
the record date for such subdivision, combination or reclassification,  then and
in each such case,  the Fair  Market  Value shall be  appropriately  adjusted to
reflect the Fair Market  Value  equivalent  of the Common  Stock.  The  "closing
price" for each day shall be the last quoted price, or if not so reported by the
National Association of Securities Dealers,  Inc. Automated Quotations System or
such  other  system  then in use,  or, if on any such date the  security  is not
quoted by any such organization, the average of the closing bid and asked prices
as  furnished  by a  professional  market  maker making a market in the security
selected by the Board of Directors  of the  Company.  If the Common Stock in not
publicly  held or so listed and traded,  "Fair market Value" shall mean the fair
value of the Common Stock as  determined in good faith by the Board of Directors
of the Company whose determination shall be conclusive and shall be described in
a statement filed with the Optionee.  The term "Trading Day" shall mean a day on
which the securities  exchange or automated quotation system on which the Common
Stock is listed or admitted to listing is open for the  transaction  of business
or, if the Common  Stock is not listed or admitted to trading on any  securities
exchange or automated quotations system, a business day.

                  (d) The term "Initial Public  Offering" means the first public
offering under the 1933 Act of any of the Company's equity securities.

                  (e) The term  "Registrable  Securities"  means (i) the  Common
Stock issuable upon the exercise of the Options and (ii) any  securities  issued
or to be issued  with  respect to the  securities  referred to above by way of a
stock  dividend or stock split or in connection  with a  combination  of shares,
recapitalization,  merger,  consolidation  or  other  reorganization.  As to any
particular Registrable Securities,  such securities will cease to be Registrable
Securities  when they have been  effectively  registered  under the 1933 Act and
disposed of in accordance with the registration statement covering them.

                  (f)  The  term  "Registration  Expenses"  means  all  expenses
incident to the  Company's  performance  of or compliance  with this  Agreement,
including without limitation all registration and filing fees, fees and expenses
of  compliance  with  securities  or blue sky laws  (in such  states  reasonably
determined by the Company), printing expenses,  messenger and delivery expenses,
expenses and fees for listing the  securities  to be  registered on exchanges or
electronic quotation systems on which similar

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securities issued by the Company are then listed,  and fees and disbursements of
counsel for the Company  (but not  Optionee's  counsel)  and of all  independent
certified public accountants, underwriters (other than Underwriting Commissions)
and other persons retained by the Company.

                  (g) The term "Underwriting Commissions" means all underwriting
discounts or commissions relating to the sale of securities of the Company.

         12. Rule 144 Reporting.  With a view to making available to the Holders
the  benefits  of  certain  rules and  regulations  of the U.S.  Securities  and
Exchange  Commission (the "SEC") which may permit the sale of the Options or the
shares  underlying the Options to the public without  registration,  at any time
after  the  first to occur of the date (i) a  registration  statement  under the
Securities Act covering the Initial Public Offering of the Company's  securities
shall become  effective,  or (ii) upon the Company becoming a reporting  company
under Section 12 of the Securities Exchange Act of 1934, as amended, the Company
agrees to: (a) make and keep public  information  available,  as those terms are
understood  and defined in Rule 144 under the 1933 Act; (b) file with the SEC in
a timely  manner all reports and other  documents  required of the Company under
the 1993  Act and the  Securities  Exchange  Act of 1934,  as  amended;  and (c)
furnish to Optionee upon its written request a written  statement by the Company
as to its compliance with the public information  requirements of Rule 144 and a
copy of the most recent annual or quarterly report of the Company.

         13.  Miscellaneous.
              -------------

                  (a) Termination of Other Agreements. This Agreement sets forth
the entire understanding of the parties hereto with respect to the rights to the
registration   of  capital  stock  of  the  Company  and  supercedes  all  prior
arrangements or understandings among the parties regarding such matters.

                  (b) Notices. Any notices required hereunder shall be deemed to
be given  upon the  earlier  of the date  when  received  at,  or (i) the  third
business day after the date when sent by certified or registered  mail, (ii) the
next business day after the date sent by guaranteed  overnight courier, or (iii)
the date sent by telecopier or delivered by hand, in each case, to the addresses
set forth below:

                           If to the Company:      GoHealth.MD, Inc.
                                                   2051 Springdale Road
                                                   Cherry Hill, New Jersey 08003
                                                   Attention:  President

                           If to the Optionee:     Harvey Benn
                                                   1014 Broadway
                                                   Camden, NJ 08103

or to such other addresses as the parties may specify in writing.

                  (c)  Amendments and Waivers.  The provisions of this Agreement

may be amended or terminated  unless in a writing signed by the Optionee and the
Company.



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                  (d) Binding Effect.  This Agreement will bind and inure to the
benefit of the respective  successors  (including any successor resulting from a
merger or similar reorganization),  assigns, heirs, and personal representatives
of the parties hereto.

                  (e)  Governing Law.  This Agreement shall be  governed by  and
construed and enforced in accordance with the laws of the State of New Jersey.

                  (f) Counterparts. This Agreement may be executed in any number
of counterparts,  each of which shall be considered to be an original instrument
and to be effective as of the date first written above.  Each such copy shall be
deemed an  original,  and it shall  not be  necessary  in  making  proof of this
Agreement to produce or account for more than one such counterpart.

                  (g)  Interpretation.  Unless  the  context  of this  Agreement
clearly requires  otherwise,  (a) references to the plural include the singular,
the  singular  the  plural,  the part the whole,  (b)  references  to one gender
include all genders,  (c) "or" has the inclusive meaning  frequently  identified
with  the  phrase  "and/or"  and  (d)  "including"  has  the  inclusive  meaning
frequently  identified  with the phrase  "but not  limited  to." The section and
other headings  contained in this Agreement are for reference  purposes only and
shall  not  control  or  affect  the   construction  of  the  Agreement  or  the
interpretation thereof in any respect.

         IN WITNESS WHEREOF, the undersigned have executed,  or have caused this
Agreement to be executed, as of the day and year first above written.

                           GOHEALTH.MD, INC. OPTIONEE



By:      /s/ Leonard F. Vernon                                 /s/ Harvey Benn
         -----------------------------                         ---------------
         Leonard F. Vernon                                    Harvey Benn
         Chief Executive Officer



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                                   SCHEDULE A

         Adjustment of Purchase Price and Number of Shares

1.   Adjustment. The number and kind of securities purchasable upon the exercise
     of this Option and the Exercise  Price shall be subject to adjustment  from
     time to time upon the happening of certain events as follows:

     (a)  Reclassification,  Consolidation  or  Merger.  At any time  while this
          Option  remains  outstanding  and  unexpired,   in  case  of  (i)  any
          reclassification  or change of  outstanding  securities  issuable upon
          exercise of this Option (other than a change in par value, or from par
          value to no par value per share, or from no par value per share to par
          value or as a result of a subdivision  or  combination  of outstanding
          securities  issuable  upon  the  exercise  of this  Option),  (ii) any
          consolidation   or  merger  of  the  Company   with  or  into  another
          corporation (other than a merger with another corporation in which the
          Company is a continuing  corporation  and which does not result in any
          reclassification or change,  other than a change in par value, or from
          par value to no par value per share, or from no par value per share to
          par  value,  or  as  a  result  of a  subdivision  or  combination  of
          outstanding  securities issuable upon the exercise of this Option), or
          (iii) any sale or transfer to another  corporation  of the property of
          the  Company as an  entirety  or  substantially  as an  entirety,  the
          Company, or such successor or purchasing corporation,  as the case may
          be, shall without  payment of any additional  consideration  therefor,
          execute a new Option  providing  that the holder of this Option  shall
          have the  right to  exercise  such new  Option  (upon  terms  not less
          favorable to the holder than those then applicable to this Option) and
          to receive upon such  exercise,  in lieu of each share of Common Stock
          theretofore issuable upon exercise of this Option, the kind and amount
          of shares of stock,  other  securities,  money or property  receivable
          upon such  reclassification,  change,  consolidation,  merger, sale or
          transfer. Such new Option shall provide for adjustments which shall be
          as nearly equivalent as may be practicable to the adjustments provided
          for in this Section 1 of Schedule A. The provisions of this subsection
          1(a) shall similarly apply to successive  reclassifications,  changes,
          consolidations, mergers, sales and transfers.

     (b)  Subdivision or Combination of Shares. If the Company at any time while
          this Option  remains  outstanding  and unexpired,  shall  subdivide or
          combine its Capital Stock, the Exercise Price shall be proportionately
          reduced,  in case of subdivision  of such shares,  as of the effective
          date of such  subdivision,  or, if the Company  shall take a record of
          holders of its Capital Stock for the purpose of so subdividing,  as of
          such record date,  whichever is earlier,  or shall be  proportionately
          increased,  in the  case  of  combination  of such  shares,  as of the
          effective  date of such  combination,  or, if the Company shall take a
          record  of  holders  of  its  Capital  Stock  for  the  purpose  of so
          combining, as of such record date, whichever is earlier.

     (c)  Stock  Dividends.  If the  Company at any time  while  this  Option is
          outstanding  and unexpired  shall pay a dividend in shares of, or make
          other  distribution of shares of, its Capital Stock, then the Exercise
          Price  shall be  adjusted,  as of the date the  Company  shall  take a
          record  of the  holders  of its  Capital  Stock  for  the  purpose  of
          receiving such dividend or other distribution (or if no such record is
          taken, as at the date of such payment or other distribution),  to that
          price   determined  by  multiplying   the  exercise  price  in  effect
          immediately prior to such payment or other  distribution by a fraction
          (a) the  numerator  of which  shall be the  total  number of shares of
          Capital  Stock  outstanding  immediately  prior  to such  dividend  or
          distribution,  and (b) the  denominator  of which  shall be the  total
          number of shares of Capital Stock  outstanding  immediately after such
          dividend or distribution. The provisions of this

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          subsection  1(c) shall not apply  under any of the  circumstances  for
          which an adjustment is provided in subsection 1(a) or 1(b).

     (d)  Liquidating  Dividends,  Etc.  If the  Company  at any time while this
          Option is outstanding and unexpired makes a distribution of its assets
          to the holders of its Capital Stock as a dividend in liquidation or by
          way of return of capital or other  than as a dividend  payable  out of
          earnings or surplus legally  available for dividends under  applicable
          law or any distribution to such holders made in respect of the sale of
          all or substantially all of the Company's assets (other than under the
          circumstances  provided for in the foregoing  subsections  (a) through
          (c)),  the holder of this Option shall be entitled to receive upon the
          exercise hereof,  in addition to the shares of Common Stock receivable
          upon such exercise,  and without  payment of any  consideration  other
          than the exercise  price, an amount in cash equal to the value of such
          distribution  per share of Common  Stock  multiplied  by the number of
          shares  of  Common   Stock   which,   on  the  record  date  for  such
          distribution,  are  issuable  upon  exercise of this  Option  (with no
          further  adjustment  being made  following  any event  which  causes a
          subsequent adjustment in the number of shares of Common Stock issuable
          upon the  exercise  hereof),  and an  appropriate  provision  therefor
          should  be  made a part  of any  such  distribution.  The  value  of a
          distribution  which is paid in other than cash shall be  determined in
          good faith by the Board of Directors.

2.   Notice of Adjustments.  Whenever any of the exercise price or the number of
     shares of Common Stock  purchasable  under the terms of this Option at that
     exercise price shall be adjusted pursuant to Section 1 hereof,  the Company
     shall  promptly  make  a  certificate  signed  by its  President  or a Vice
     President and by its  Treasurer or Assistant  Treasurer or its Secretary or
     Assistant Secretary, setting forth in reasonable detail the event requiring
     the  adjustment,  the  amount of the  adjustment,  the method by which such
     adjustment  was  calculated  (including a description of the basis on which
     the Company's Board of Directors made any determination hereunder), and the
     exercise  price and number of shares of Common  Stock  purchasable  at that
     exercise price after giving effect to such  adjustment,  and shall promptly
     cause copies of such  certificate  to be mailed (by first class and postage
     prepaid ) to the registered holder of this Option.

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