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                                    XYTRONYX, INC.

                                EQUITY INCENTIVE PLAN

    Section 1.  Purpose of the Plan

    The purpose of the Xytronyx, Inc. Equity Incentive Plan (the "Plan") is to
further the interests of Xytronyx, Inc. (the "Company") and its shareholders by
providing long-term performance incentives to those key employees and
consultants of the Company and its Subsidiaries who provide valuable services
contributing to the growth and protection of the business of the Company and its
Subsidiaries.  

    Section 2.  Definitions

    For purposes of the Plan, the following terms shall be defined as set forth
below:

         (a)  "Award" means any Option, SAR (including a Limited SAR),
Restricted Stock, Stock granted as a bonus or in lieu of other awards, other
Stock-Based Award, Tax Bonus or other cash payments granted to a Participant
under the Plan.  

         (b)  "Award Agreement" shall mean the written agreement, instrument or
document evidencing an Award.

         (c)  "Change of Control" means and includes each of the following: 
(i) the acquisition, in one or more transactions, of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) by any person or
entity or any group of persons or entities who constitute a group (within the
meaning of Section 13(d)(3) of the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a
Subsidiary, of any securities of the Company such that, as a result of such
acquisition, such person, entity or group either (A) beneficially owns (within
the meaning of Rule l3d-3 under the Exchange Act), directly or indirectly, more
than 20% of the Company's outstanding voting securities entitled to vote on a
regular basis for a majority of the members of the Board of Directors of the
Company or (B) otherwise has the ability to elect, directly or indirectly, a
majority of the members of the Board; (ii) a change in the composition of the
Board of Directors of the Company such that a majority of the members of the
Board of Directors of the Company are not Continuing Directors; or (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
total voting power represented by the voting securities of the Company or such
surviving entity

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outstanding immediately after such merger or consolidation, or the 
stockholders of the Company approve a plan of complete liquidation of the 
Company or an agreement for the sale or disposition by the Company of (in one 
or more transactions) all or substantially all of the Company's assets.

    Notwithstanding the foregoing, the preceding events shall not be deemed to
be a Change of Control if, prior to any transaction or transactions causing such
change, a majority of the Continuing Directors shall have voted not to treat
such transaction or transactions as resulting in a Change of Control.

         (d)  "Code" means the Internal Revenue Code of 1986, as amended from
time to time.  

         (e)  A "Continuing Director" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a member of such
Board on the effective date of the Plan or (ii) was nominated for election or
elected to such Board with the affirmative vote of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election.

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

         (g)  "Fair Market Value" means, with respect to Stock, Awards, or
other property, the fair market value of such Stock, Awards, or other property
determined by such methods or procedures as shall be established from time to
time by the Committee in good faith and in accordance with applicable law. 
Unless otherwise determined by the Committee, the Fair Market Value of Stock
shall mean the mean of the high and low sales prices of Stock on the relevant
date as reported on the stock exchange or market on which the Stock is primarily
traded, or if no sale is made on such date, then the Fair Market Value is the
weighted average of the mean of the high and low sales prices of the Stock on
the next preceding day and the next succeeding day on which such sales were
made, as reported on the stock exchange or market on which the Stock is
primarily traded.

         (h)  "ISO" means any Option designated as an incentive stock option
within the meaning of Section 422 of the Code.

         (i)  "Limited SAR" means an SAR exercisable only for cash upon a
Change of Control or other event, as specified by the Committee.

         (j)  "Option" means a right granted to a Participant pursuant to
Section 6(b) to purchase Stock at a specified price during specified time
periods.  An Option may be either an ISO or a nonstatutory Option (an Option not
designated as an ISO).

         (k)  "Restricted Stock" means Stock awarded to a Participant pursuant
to Section 6(d) that may be subject to certain restrictions and to a risk of
forfeiture.

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      1. (l)  "Stock-Based Award" means a right that may be denominated or 
payable in, or valued in whole or in part by reference to the market value 
of, Stock, including, but not limited to, any Option, SAR (including a 
Limited SAR), Restricted Stock, Stock granted as a bonus or Awards in lieu of 
cash obligations.

         (m)  "SAR" or "Stock Appreciation Right" means the right granted to a
Participant pursuant to Section 6(e) to be paid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right, with payment to be made in cash, Stock or as
specified in the Award, as determined by the Committee.

         (n)  "Subsidiary" shall mean any corporation, partnership, joint
venture or other business entity of which 50% or more of the outstanding voting
power is beneficially owned, directly or indirectly, by the Company.

         (o)  "Tax Bonus" means a payment in cash in the year in which an 
amount is included in the gross income of a Participant in respect of an 
Award of an amount equal to the federal, foreign, if any, and applicable 
state and local income and employment tax liabilities payable by the 
Participant as a result of (i) the amount included in gross income in respect 
of the Award and (ii) the payment of the amount in clause (i) and the amount 
in this clause (ii). For purposes of determining the amount to be paid to the 
Participant pursuant to the preceding sentence, the Participant shall be 
deemed to pay federal, foreign, if any, and state and local income taxes at 
the highest marginal rate of tax imposed upon ordinary income for the year in 
which an amount in respect of the Award is included in gross income, after 
giving effect to any deductions therefrom or credits available with respect 
to the payment of any such taxes.

    Section 3.  Administration of the Plan

    The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the "Committee").  No member of the Committee while
serving as such shall be eligible for participation in the Plan.  Any action of
the Committee in administering the Plan shall be final, conclusive and binding
on all persons, including the Company, its Subsidiaries, employees,
Participants, persons claiming rights from or through Participants and
stockholders of the Company.

    Subject to the provisions of the Plan, the Committee shall have full and
final authority in its discretion (a) to select the key employees and
consultants who will receive Awards pursuant to the Plan ("Participants"), (b)
to determine the type or types of Awards to be granted to each Participant, (c)
to determine the number of shares of Stock to which an Award will relate, the
terms and conditions of any Award granted under the Plan (including, but not
limited to, restrictions as to transferability or forfeiture, exercisability or
settlement of an Award and waivers or accelerations thereof, and waivers of or
modifications to performance conditions relating to an Award, based in each case
on such considerations as the Committee shall deter-

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mine) and all other matters to be determined in connection with an Award; (d) 
to determine whether, to what extent, and under what circumstances an Award 
may be settled, or the exercise price of an Award may be paid, in cash, 
Stock, other Awards or other property, or an Award may be canceled, 
forfeited, or surrendered; (e) to determine whether, and to certify that, 
performance goals to which the settlement of an Award is subject are 
satisfied; (f) to correct any defect or supply any omission or reconcile any 
inconsistency in the Plan, and to adopt, amend and rescind such rules and 
regulations as, in its opinion, may be advisable in the administration of the 
Plan; and (g) to make all other determinations as it may deem necessary or 
advisable for the administration of the Plan.  The Committee may delegate to 
officers or managers of the Company or any Subsidiary or to unaffiliated 
service providers the authority, subject to such terms as the Committee shall 
determine, to perform administrative functions and to perform such other 
functions as the Committee may determine, to the extent permitted under Rule 
16b-3, and applicable law.

    Section 4.  Participation in the Plan

    Participants in the Plan shall be selected by the Committee from among the
key employees and consultants of the Company and its Subsidiaries.  

    Section 5.  Plan Limitations; Shares Subject to the Plan

    Subject to the provisions of Section 8(a) hereof, the aggregate number of
shares of common stock, $0.02 par value, of the Company (the "Stock") available
for issuance as Awards under the Plan shall not exceed 3,000,000 shares.  

    No Award may be granted if the number of shares to which such Award
relates, when added to the number of shares previously issued under the Plan and
the number of shares which may then be acquired pursuant to other outstanding,
unexercised Awards, exceeds the number of shares available for issuance pursuant
to the Plan.  If any shares subject to an Award are forfeited or such Award is
settled in cash or otherwise terminates for any reason whatsoever without an
actual distribution of shares to the Participant, any shares counted against the
number of shares available for issuance pursuant to the Plan with respect to
such Award shall, to the extent of any such forfeiture, settlement, or
termination, again be available for Awards under the Plan; provided, however,
that the Committee may adopt procedures for the counting of shares relating to
any Award to ensure appropriate counting, avoid double counting, and provide for
adjustments in any case in which the number of shares actually distributed
differs from the number of shares previously counted in connection with such
Award.

    Section 6.  Awards

         (a)  GENERAL.  Awards may be granted on the terms and conditions set 
forth in this Section 6.  In addition, the Committee may impose on any Award 
or the exercise thereof, at the date of grant or thereafter (subject to 
Section 8(a)), such additional terms and


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conditions, not inconsistent with the provisions of the Plan, as the 
Committee shall determine, including terms requiring forfeiture of Awards in 
the event of termination of employment by the Participant; provided, however, 
that the Committee shall retain full power to accelerate or waive any such 
additional term or condition as it may have previously imposed.  All Awards 
shall be evidenced by an Award Agreement.

         (b)  OPTIONS.  The Committee may grant Options to Participants on 
the following terms and conditions:

              (i)  Exercise Price.  The exercise price of each Option shall be
determined by the Committee at the time the Option is granted, but (except as
provided in Section 7(a)) the exercise price of any Option shall not be less
than the Fair Market Value of the shares covered thereby at the time the Option
is granted.  

              (ii)  Time and Method of Exercise.  The Committee shall determine
the time or times at which an Option may be exercised in whole or in part,
whether the exercise price shall be paid in cash or by the surrender at Fair
Market Value of Stock, or by any combination of cash and shares of Stock,
including, without limitation, cash, Stock, other Awards, or other property
(including notes or other contractual obligations of Participants to make
payment on a deferred basis, such as through "cashless exercise" arrangements,
to the extent permitted by applicable law), and the methods by which Stock will
be delivered or deemed to be delivered to Participants.  
              (iii)  Incentive Stock Options.  The terms of any Option granted
under the Plan as an ISO shall comply in all respects with the provisions of
Section 422 of the Code, including, but not limited to, the requirement that no
ISO shall be granted more than ten years after the effective date of the Plan.

         (c)  RESTRICTED STOCK.  The Committee is authorized to grant 
Restricted Stock to Participants on the following terms and conditions: 

              (i)  Restricted Period.  Restricted Stock awarded to a 
Participant shall be subject to such restrictions on transferability and 
other restrictions for such periods as shall be established by the Committee, 
in its discretion, at the time of such Award, which restrictions may lapse 
separately or in combination at such times, under such circumstances, or 
otherwise, as the Committee may determine.

              (ii)  Forfeiture.  Restricted Stock shall be forfeitable to the 
Company upon termination of employment during the applicable restricted 
periods. The Committee, in its discretion, whether in an Award Agreement or 
anytime after an Award is made, may accelerate the time at which restrictions 
or forfeiture conditions will lapse or remove any such restrictions, 
including upon death, disability or retirement, whenever the Committee 
determines that such action is in the best interests of the Company.


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              (iii)  Certificates for Stock.  Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine.  If
certificates representing Restricted Stock are registered in the name of the
Participant, such certificates may bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Restricted Stock.

              (iv)  Rights as a Shareholder.  Subject to the terms and
conditions of the Award Agreement, the Participant shall have all the rights of
a stockholder with respect to shares of Restricted Stock awarded to him or her,
including, without limitation, the right to vote such shares and the right to
receive all dividends or other distributions made with respect to such shares. 
If any such dividends or distributions are paid in Stock, the Stock shall be
subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which the Stock has been distributed.

         (d)  STOCK APPRECIATION RIGHTS.  The Committee is authorized to 
grant SARs to Participants on the following terms and conditions:

              (i)  Right to Payment.  An SAR shall confer on the Participant to
whom it is granted a right to receive, upon exercise thereof, the excess of (A)
the Fair Market Value of one share of Stock on the date of exercise over (B) the
grant price of the SAR as determined by the Committee as of the date of grant of
the SAR, which grant price (except as provided in Section 7(a)) shall not be
less than the Fair Market Value of one share of Stock on the date of grant.

              (ii)  Other Terms.  The Committee shall determine the time or
times at which an SAR may be exercised in whole or in part, the method of
exercise, method of settlement, form of consideration payable in settlement,
method by which Stock will be delivered or deemed to be delivered to
Participants, whether or not an SAR shall be in tandem with any other Award, and
any other terms and conditions of any SAR.  Limited SARs may be granted on such
terms, not inconsistent with this Section 6(e), as the Committee may determine. 
Limited SARs may be either freestanding or in tandem with other Awards.

         (e)  BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS.  The 
Committee is authorized to grant Stock as a bonus, or to grant Stock or other 
Awards in lieu of Company or Subsidiary obligations to pay cash or deliver 
other property under other plans or compensatory arrangements; provided that, 
in the case of Participants subject to Section 16 of the Exchange Act, such 
cash amounts are determined under such other plans in a manner that complies 
with applicable requirements of Rule 16b-3 so that the acquisition of Stock 
or Awards hereunder shall be exempt from Section 16(b) liability.  Stock or 
Awards granted hereunder shall be subject to such other terms as shall be 
determined by the Committee.

         (f)  OTHER STOCK-BASED AWARDS.  The Committee is authorized, subject 
to limitations under applicable law, to grant to Participants such other 
Stock-Based Awards in addition to those provided

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in this Section 6, as deemed by the Committee to be consistent with the 
purposes of the Plan.  The Committee shall determine the terms and conditions 
of such Awards.  Stock delivered pursuant to an Award in the nature of a 
purchase right granted under this Section 6(f) shall be purchased for such 
consideration and paid for at such times, by such methods, and in such forms, 
including, without limitation, cash, Stock, other Awards, or other property, 
as the Committee shall determine.

         (g)  CASH PAYMENTS.  The Committee is authorized, subject to 
limitations under applicable law, to grant to Participants Tax Bonuses and 
other cash payments, whether awarded separately or as a supplement to any 
Stock-Based Award.  The Committee shall determine the terms and conditions of 
such Awards.

    Section 7.  Additional Provisions Applicable to Awards

         (a)  STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS.  Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for, any
other Award granted under the Plan or any award granted under any other plan of
the Company or any Subsidiary, or any business entity acquired by the Company or
any Subsidiary, or any other right of a Participant to receive payment from the
Company or any Subsidiary.  If an Award is granted in substitution for another
Award or award, the Committee shall require the surrender of such other Award or
award in consideration for the grant of the new Award.  Awards granted in
addition to, or in tandem with other Awards or awards may be granted either as
of the same time as, or a different time from, the grant of such other Awards or
awards.  The per share exercise price of any Option, grant price of any SAR, or
purchase price of any other Award conferring a right to purchase Stock:

              (i)  granted in substitution for an outstanding Award or award,
shall be not less than the lesser of (A) the Fair Market Value of a share of
Stock at the date such substitute Award is granted or (B) such Fair Market Value
at that date, reduced to reflect the Fair Market Value at that date of the Award
or award required to be surrendered by the Participant as a condition to receipt
of the substitute Award; or

              (ii)  retroactively granted in tandem with an outstanding Award
or award, shall not be less than the lesser of the Fair Market Value of a share
of Stock at the date of grant of the later Award or at the date of grant of the
earlier Award or award.

         (b)  EXCHANGE AND BUY OUT PROVISIONS.  The Committee may at any time 
offer to exchange or buy out any previously granted Award for a payment in 
cash, Stock, other Awards (subject to Section 7(a)), or other property based 
on such terms and conditions as the Committee shall determine and communicate 
to a Participant at the time that such offer is made.

         (c)  PERFORMANCE CONDITIONS.  The right of a Participant to exercise
or receive a grant or settlement of any Award, and the timing

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thereof, may be subject to such performance conditions as may be specified by 
the Committee.

         (d)  TERM OF AWARDS.  The term of each Award shall, except as 
provided herein, be for such period as may be determined by the Committee; 
provided, however, that in no event shall the term of any ISO, or any SAR 
granted in tandem therewith, exceed a period of ten years from the date of 
its grant (or such shorter period as may be applicable under Section 422 of 
the Code).

         (e)  FORM OF PAYMENT.  Subject to the terms of the Plan and any 
applicable Award Agreement, payments or transfers to be made by the Company 
or a Subsidiary upon the grant or exercise of an Award may be made in such 
forms as the Committee shall determine, including, without limitation, cash, 
Stock, other Awards, or other property (and may be made in a single payment 
or transfer, in installments, or on a deferred basis), in each case 
determined in accordance with rules adopted by, and at the discretion of, the 
Committee.  (Such payments may include, without limitation, provisions for 
the payment or crediting of reasonable interest on installments or deferred 
payments.)  The Committee, in its discretion, may accelerate any payment or 
transfer upon a change in control as defined by the Committee.  The Committee 
may also authorize payment upon the exercise of an Option by net issuance or 
other cashless exercise methods.

         (f)  LOAN PROVISIONS.  With the consent of the Committee, and 
subject at all times to laws and regulations and other binding obligations or 
provisions applicable to the Company, the Company may make, guarantee, or 
arrange for a loan or loans to a Participant with respect to the exercise of 
any Option or other payment in connection with any Award, including the 
payment by a Participant of any or all federal, state, or local income or 
other taxes due in connection with any Award.  Subject to such limitations, 
the Committee shall have full authority to decide whether to make a loan or 
loans hereunder and to determine the amount, terms, and provisions of any 
such loan or loans, including the interest rate to be charged in respect of 
any such loan or loans, whether the loan or loans are to be with or without 
recourse against the borrower, the terms on which the loan is to be repaid 
and the conditions, if any, under which the loan or loans may be forgiven.

         (g)  CHANGE OF CONTROL.  In the event of a Change of Control of the 
Company, all Awards granted under the Plan that are still outstanding and not 
yet vested or exercisable or which are subject to restrictions shall become 
immediately 100% vested in each Participant or shall be free of any 
restrictions, as of the first date that the definition of Change of Control 
has been fulfilled, and shall be exercisable for the remaining duration of 
the Award.  All Awards that are exercisable as of the effective date of the 
Change of Control will remain exercisable for the remaining duration of the 
Award.

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    Section 8.  Adjustments upon Changes in Capitalization; Acceleration in
                Certain Events

         (a)  In the event that the Committee shall determine that any stock
dividend, recapitalization, forward split or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase or share exchange, or
other similar corporate transaction or event, affects the Stock or the book
value of the Company such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares of Stock which may thereafter be issued in
connection with Awards, (ii) the number and kind of shares of Stock issuable in
respect of outstanding Awards, (iii) the aggregate number and kind of shares of
Stock available under the Plan, and (iv) the exercise price, grant price, or
purchase price relating to any Award or, if deemed appropriate, make provision
for a cash payment with respect to any outstanding Award; provided, however, in
each case, that no adjustment shall be made which would cause the Plan to
violate Section 422(b)(1) of the Code with respect to ISOs.

         (b)  In addition, the Committee is authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, events
described in the preceding paragraph) affecting the Company or any Subsidiary,
or in response to changes in applicable laws, regulations, or accounting
principles.  

    Section 9.  General Provisions

         (a)  CHANGES TO THE PLAN AND AWARDS.  The Board of Directors of the
Company may amend, alter, suspend, discontinue, or terminate the Plan or the
Committee's authority to grant Awards under the Plan without the consent of the
Company's stockholders or Participants, except that any such amendment,
alteration, suspension, discontinuation, or termination shall be subject to the
approval of the Company's stockholders within one year after such Board action
if such stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which the Stock may then be listed or quoted, and the Board may otherwise, in
its discretion, determine to submit other such changes to the Plan to the
stockholders for approval; provided, however, that without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of such
Participant under any Award theretofore granted and any Award Agreement relating
thereto.  The Committee may waive any conditions or rights under, or amend,
alter, suspend, discontinue, or terminate, any Award theretofore granted and any
Award Agreement relating thereto; provided, however, that without the consent of
an affected Participant, no such amendment, alteration, suspension,
discontinuation, or termination of any Award may materially and adversely affect
the rights of such Participant under such Award.

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    The foregoing notwithstanding, any performance condition specified in
connection with an Award shall not be deemed a fixed contractual term, but shall
remain subject to adjustment by the Committee, in its discretion at any time in
view of the Committee's assessment of the Company's strategy, performance of
comparable companies, and other circumstances.  

    Notwithstanding the foregoing, if the Plan is ratified by the stockholders
of the Company at the Company's 1997 Annual Meeting of Stockholders or at any
Special Meeting of the Stockholders, then unless approved by the stockholders of
the Company, no amendment will:  (i) change the class of persons eligible to
receive Awards; (ii) materially increase the benefits accruing to Participants
under the Plan, or (iii) increase the number of shares of Stock subject to the
Plan.

         (b)  NO RIGHT TO AWARD OR EMPLOYMENT.  No employee or other person
shall have any claim or right to receive an Award under the Plan.  Neither the
Plan nor any action taken hereunder shall be construed as giving any employee
any right to be retained in the employ of the Company or any Subsidiary.

         (c)  TAXES.  The Company or any Subsidiary is authorized to withhold 
from any Award granted, any payment relating to an Award under the Plan, 
including from a distribution of Stock or any payroll or other payment to a 
Participant amounts of withholding and other taxes due in connection with any 
transaction involving an Award, and to take such other action as the 
Committee may deem advisable to enable the Company and Participants to 
satisfy obligations for the payment of withholding taxes and other tax 
obligations relating to any Award.  This authority shall include authority to 
withhold or receive Stock or other property and to make cash payments in 
respect thereof in satisfaction of a Participant's tax obligations.

         (d)  LIMITS ON TRANSFERABILITY; BENEFICIARIES.  No Award or other
right or interest of a Participant under the Plan shall be pledged, encumbered,
or hypothecated to, or in favor of, or subject to any lien, obligation, or
liability of such Participants to, any party, other than the Company or any
Subsidiary, or assigned or transferred by such Participant otherwise than by
will or the laws of descent and distribution, and such Awards and rights shall
be exercisable during the lifetime of the Participant only by the Participant or
his or her guardian or legal representative.  Notwithstanding the foregoing, the
Committee may, in its discretion, provide that Awards or other rights or
interests of a Participant granted pursuant to the Plan (other than an ISO) be
transferable, without consideration, to immediate family members (I.E.,
children, grandchildren or spouse), to trusts for the benefit of such immediate
family members and to partnerships in which such family members are the only
partners.  The Committee may attach to such transferability feature such terms
and conditions as it deems advisable.  In addition, a Participant may, in the
manner established by the Committee, designate a beneficiary (which may be a
person or a trust) to exercise the rights of the Participant, and to receive any
distribution, with respect to any Award upon the death of the Participant.  A
beneficiary, guardian, legal representative or other person claiming any

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rights under the Plan from or through any Participant shall be subject to all 
terms and conditions of the Plan and any Award Agreement applicable to such 
Participant, except as otherwise determined by the Committee, and to any 
additional restrictions deemed necessary or appropriate by the Committee.

         (e)  NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS.  No Participant 
shall have any claim to be granted any Award under the Plan, and there is no 
obligation for uniformity of treatment of Participants.  No Award shall 
confer on any Participant any of the rights of a stockholder of the Company 
unless and until Stock is duly issued or transferred to the Participant in 
accordance with the terms of the Award.

         (f)  DISCRETION.  In exercising, or declining to exercise, any grant 
of authority or discretion hereunder, the Committee may consider or ignore 
such factors or circumstances and may accord such weight to such factors and 
circumstances as the Committee alone and in its sole judgment deems 
appropriate and without regard to the affect such exercise, or declining to 
exercise such grant of authority or discretion, would have upon the affected 
Participant, any other Participant, any employee, the Company, any 
Subsidiary, any stockholder or any other person.

         (g)  EFFECTIVE DATE.  The effective date of the Plan is December 17,
1996.  




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