EXHIBIT 4.3

                                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 Frank J. Gettson ("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,  the
receipt  and  adequacy  of which is hereby  acknowledged,  and  intending  to be
legally bound, it is agreed as follows:

2.   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)  25,000 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, 2006 (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 such number of shares as the holder
          of this Option shall direct,  representing  in the aggregate the right
          to

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          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.

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


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     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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     (d)  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:    Frank J. Gettson
                                                  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/ Frank J. Gettson
         -----------------------------               --------------------
         Leonard F. Vernon                           Frank J. Gettson
         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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