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                                                                   EXHIBIT 10.1
                                   COCENSYS, INC.

                       1998 NON-OFFICER EQUITY INCENTIVE PLAN
                                          
           ADOPTED BY THE BOARD OF DIRECTORS EFFECTIVE SEPTEMBER 16, 1998



1.   PURPOSES.

     (a)  The purpose of the Plan is to provide a means by which selected 
Employees and Consultants may be given an opportunity to benefit from 
increases in value of the common stock of the Company ("Common Stock") 
through the granting of (i) Nonstatutory Stock Options, (ii) stock bonuses 
and (iii) rights to purchase restricted stock, all as defined below. 

     (b)  The Company, by means of the Plan, seeks to retain the services of 
persons who are now Employees or Consultants, to secure and retain the 
services of new Employees and Consultants and to provide incentives for such 
persons to exert maximum efforts for the success of the Company and its 
Affiliates.

     (c)  The Company intends that the Stock Awards issued under the Plan 
shall, in the discretion of the Board, be either (i) Nonstatutory Stock 
Options granted pursuant to Section 6 hereof, or (ii) stock bonuses or rights 
to purchase restricted stock granted pursuant to Section 7 hereof.  All 
Options shall be in such form as issued pursuant to Section 6.

2.   DEFINITIONS.

     (a)  "AFFILIATE" means a corporation or other organization or person 
that directly, or indirectly through one or more intermediaries, controls, or 
is controlled by, or is under common control with, the Company, as defined in 
Rule 144 of the Securities Act.

     (b)  "BOARD" means the Board of Directors of the Company.

     (c)  "CODE"" means the Internal Revenue Code of 1986, as amended.

     (d)  "COMMITTEE" means a committee appointed by the Board in accordance 
with subsection 3(c) of the Plan.

     (e)  "COMPANY" means CoCensys, Inc., a Delaware corporation.

     (f)  "CONSULTANT" means any person, including an advisor, engaged by the 
Company or an Affiliate to render consulting services and who is compensated 
for such services, provided that the term "Consultant" shall not include a 
Director.

     (g)  "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means the service 
relationship of a person, whether as an Employee or a Consultant, is not 
interrupted or terminated.  The Board or the Committee, in that party's sole 
discretion, may determine whether Continuous Status as an Employee or 
Consultant shall be considered interrupted in the case of:

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(i) any leave of absence approved by the Board, including sick leave, 
military leave, or any other personal leave or (ii) transfers between 
locations of the Company or between the Company, Affiliates or their 
successors.

     (h)  "DIRECTOR" means a member of the Board.

     (i)  "DISABILITY" means that an individual is unable to engage in any 
substantial gainful activity by reason of any medically determinable physical 
or mental impairment which can be expected to result in death or which has 
lasted for a sufficiently long period of time for the individual to be 
eligible under the Company's policy of long-term disability insurance.

     (j)  "EMPLOYEE" means any person employed by the Company or any 
Affiliate of the Company.  Neither service as a Director nor payment of a 
Director's fee by the Company shall be sufficient to constitute "employment" 
by the Company.

     (k)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
amended.

     (l)  "FAIR MARKET VALUE" means, as of any date, the value of the Common 
Stock of the Company determined as follows:

          (1)  If the Common Stock is listed on any established stock 
exchange or traded on the Nasdaq National Market or The Nasdaq SmallCap 
Market, the Fair Market Value of a Share shall be the closing sales price for 
such Share (or the closing bid, if no sales were reported) as quoted on such 
exchange or market (or the exchange or market with the greatest volume of 
trading in the Common Stock) on the last market trading day prior to the day 
of determination, as reported in THE WALL STREET JOURNAL or such other source 
as the Board deems reliable.

          (2)  In the absence of such markets for the Common Stock, the Fair 
Market Value shall be determined in good faith by the Board.

     (m)  "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify 
as an incentive stock option pursuant to Section 422 of the Code and the 
regulations promulgated thereunder.

     (n)  "OFFICER" means an Employee of the Company who holds the position 
of vice president or a more senior position or is an "executive officer" of 
the Company as defined in Section 16 of the Exchange Act.

     (0)  "OPTION" means a Nonstatutory Stock Option granted pursuant to the 
Plan.

     (p)  "OPTION AGREEMENT" means a written agreement between the Company 
and an Option Holder evidencing the terms and conditions of an individual 
Option grant.  Each Option Agreement shall be subject to the terms and 
conditions of the Plan.

     (q)  "OPTION HOLDER" means a person to whom an Option is granted 
pursuant to the Plan.

     (r)  "PLAN" means this CoCensys, Inc. 1998 Non-Officer Equity Incentive 
Plan.

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     (s)  "SHARE" means a share of Common Stock of the Company.

     (t)  "STOCK AWARD" means any right granted under the Plan, including any 
Option, any stock bonus and any right to purchase restricted stock. 

     (u)  "SECURITIES ACT" means the Securities Act of 1933, as amended.

     (v)  "STOCK AWARD AGREEMENT" means a written agreement between the 
Company and a holder of a Stock Award evidencing the terms and conditions of 
an individual Stock Award grant.  Each Stock Award Agreement shall be subject 
to the terms and conditions of the Plan.

3.   ADMINISTRATION.

     (a)  The Plan shall be administered by the Board unless and until the 
Board delegates administration to a Committee, as provided in subsection 3(c).

     (b)  The Board shall have the power, subject to, and within the 
limitations of, the express provisions of the Plan:

          (1)  To determine from time to time which of the persons eligible 
under the Plan shall be granted Stock Awards; when and how each Stock Award 
shall be granted; whether a Stock Award will be an Option, a stock bonus, a 
right to purchase restricted stock, or a combination of the foregoing; the 
provisions of each Stock Award granted (which need not be identical), 
including the time or times when a person shall be permitted to receive 
Shares pursuant to a Stock Award and the number of Shares with respect to 
which a Stock Award shall be granted to each such person.

          (2)  To construe and interpret the Plan and Stock Awards granted 
under it, and to establish, amend and revoke rules and regulations for its 
administration.  The Board, in the exercise of this power, may correct any 
defect, omission or inconsistency in the Plan or in any Stock Award 
Agreement, in a manner and to the extent it shall deem necessary or expedient 
to make the Plan fully effective.

          (3)  To amend the Plan or a Stock Award as provided in Section 12.

          (4)  Generally, to exercise such powers and to perform such acts as 
the Board deems necessary or expedient to promote the best interests of the 
Company which are not in conflict with the provisions of the Plan.

     (c)  The Board may delegate administration of the Plan to a committee or 
committees ("Committee") of one or more members of the Board.  If 
administration is delegated to a Committee, the Committee shall have, in 
connection with the administration of the Plan, the powers theretofore 
possessed by the Board (and references in this Plan to the Board shall 
thereafter be to the Committee), subject, however, to such resolutions, not 
inconsistent with the provisions of the Plan, as may be adopted from time to 
time by the Board.  The Board may abolish the Committee at any time and 
revest in the Board the administration of the Plan.

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4.   SHARES SUBJECT TO THE PLAN.

     (a)  Subject to the provisions of Section 11 relating to adjustments 
upon changes in the Common Stock, the Shares that may be issued pursuant to 
Stock Awards shall not exceed in the aggregate two million (2,000,000) 
Shares.  If any Stock Award shall for any reason expire or otherwise 
terminate, in whole or in part, without having been exercised in full (or 
vested in the case of restricted stock), the Shares not acquired under such 
Stock Award shall revert to and again become available for issuance under the 
Plan.

     (b)  The Shares subject to the Plan may be unissued Shares or reacquired 
Shares bought on the market or otherwise.

5.   ELIGIBILITY.

     Stock Awards may be granted only to Employees or Consultants who are 
not, at the time of such grants, either (i) Directors or (ii) Officers.

6.   OPTION PROVISIONS.

     Each Option shall be in such form and shall contain such terms and 
conditions as the Board shall deem appropriate.  The provisions of separate 
Options need not be identical, but each Option shall include (through 
incorporation of provisions hereof by reference in the Option or otherwise) 
the substance of each of the following provisions:

     (a)  TERM.  No Option shall be exercisable after the expiration of ten 
(10) years from the date it was granted or such longer or shorter term as may 
be provided in the Option Agreement.

     (b)  PRICE.  The exercise price of each Option shall be as determined by 
the Board and shall be set forth in the Option Agreement.

     (c)  CONSIDERATION.  The consideration to be paid for the Shares to be 
issued upon exercise of an Option, including the method of payment, shall be 
determined by the Board and may consist entirely of (i) cash or check, (ii) 
promissory note (except that payment of the Share's "par value", as defined 
in the Delaware General Corporation Law, shall not be made by deferred 
payment), (iii) other Shares having a fair market value on the date of 
surrender equal to the aggregate exercise price of the Shares as to which the 
Option shall be exercised, including by delivering to the Company an 
attestation of ownership of owned and unencumbered Shares in a form approved 
by the Company, (iv) payment pursuant to a program developed under Regulation 
T as promulgated by the Federal Reserve Board which, prior to the issuance of 
the Shares, results in either the receipt of cash (or check) by the Company 
or the receipt of irrevocable instructions to pay the aggregate exercise 
price to the Company from the sales proceeds, (v) any combination of such 
methods of payment or (vi) such other consideration and method of payment for 
the issuance of Shares to the extent permitted under applicable law.  In 
making its determination as to the type of consideration to accept, the Board 
shall consider if acceptance of such consideration may be reasonably expected 
to benefit the Company.  In the case of any deferred payment arrangement, 
interest shall be charged at the minimum rate of

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interest necessary to avoid the treatment as interest, under any applicable 
provisions of the Code, of any amounts other than amounts stated to be 
interest under the deferred payment arrangement.

     (d)  TRANSFERABILITY.  An Option may be transferred to the extent 
provided in the Option Agreement; provided that if the Option Agreement does 
not expressly permit the transfer of an Option, the Option shall not be 
transferable except by will or by the laws of descent and distribution and 
shall be exercisable during the lifetime of the person to whom the Option is 
granted only by such person.  Notwithstanding the foregoing, the person to 
whom the Option is granted may, by delivering written notice to the Company, 
in a form satisfactory to the Company, designate a third party who, in the 
event of the death of the Option Holder, shall thereafter be entitled to 
exercise the Option.

     (e)  VESTING.  The total number of Shares subject to an Option may, but 
need not, be allotted in periodic installments (which may, but need not, be 
equal).  The Option Agreement may provide that from time to time during each 
of such installment periods, the Option may become exercisable ("vest") with 
respect to some or all of the Shares allotted to that period, and may be 
exercised with respect to some or all of the Shares allotted to such period 
and/or any prior period as to which the Option became vested but was not 
fully exercised.  The Option may be subject to such other terms and 
conditions on the time or times when it may be exercised (which may be based 
on performance or other criteria) as the Board may deem appropriate.  The 
vesting provisions of individual Options may vary.  The provisions of this 
subsection 6(e) are subject to any Option provisions governing the minimum 
number of Shares as to which an Option may be exercised.

     (f)  TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.

          (1)  If an Option Holder's Continuous Status as an Employee or 
Consultant terminates (other than upon the Option Holder's death or 
disability), the Option Holder may exercise his or her Option within such 
period of time designated by the Board, which shall in no event be later than 
the expiration of the term of the Option as set forth in the Option Agreement 
(the "Post-Termination Exercise Period") and only to the extent that the 
Option Holder was entitled to exercise the Option on the date the Option 
Holder's Continuous Status as an Employee or Consultant terminates.  The 
Board may at any time extend the Post-Termination Exercise Period and provide 
for continued vesting during such extended period.  If, as of the date of 
termination, the Option Holder is not entitled to exercise his or her entire 
Option, the Shares covered by the unexercisable portion of the Option shall 
revert to the Plan.  If, after termination, the Option Holder does not 
exercise his or her Option within the time specified in the Option Agreement 
or as otherwise determined above, the Option shall terminate, and the Shares 
covered by such Option shall revert to the Plan.  Notwithstanding the 
foregoing, the Board shall have the power to permit an Option to vest, in 
whole or in part, during the Post-Termination Exercise Period.

          (2)  An Option Holder's Option Agreement may also provide that if 
the exercise of the Option following the termination of the Option Holder's 
Continuous Status as an Employee or Consultant (other than upon the Option 
Holder's death or disability) would be prohibited at any time solely because 
the issuance of Shares would violate the registration requirements under the 
Securities Act, then the Option shall terminate on the earlier of (i) the 

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expiration of the term of the Option set forth in the first paragraph of this 
subsection 6(f), or (ii) the expiration of a period of three (3) months after 
the termination of the Option Holder's Continuous Status as an Employee or 
Consultant during which the exercise of the Option would not be in violation 
of such registration requirements.

     (g)  DISABILITY OF OPTION HOLDER.  If an Option Holder's Continuous 
Status as an Employee or Consultant terminates as a result of the Option 
Holder's Disability, the Option Holder may exercise his or her Option (to the 
extent that the Option Holder was entitled to exercise it as of the date of 
termination), but only within such period of time ending on the earlier of 
(i) the date twelve (12) months following such termination (or such longer or 
shorter period specified in the Option Agreement), or (ii) the expiration of 
the term of the Option as set forth in the Option Agreement.  If, at the date 
of termination, the Option Holder is not entitled to exercise his or her 
entire Option, the Shares covered by the unexercisable portion of the Option 
shall revert to and again become available for issuance under the Plan.  If, 
after termination, the Option Holder does not exercise his or her Option 
within the time specified herein, the Option shall terminate, and the Shares 
covered by such Option shall revert to and again become available for 
issuance under the Plan.

     (h)  DEATH OF OPTION HOLDER.  In the event of the death of an Option 
Holder during, or within a period specified in the Option Agreement after the 
termination of, the Option Holder's Continuous Status as an Employee or 
Consultant, the Option may be exercised (to the extent the Option Holder was 
entitled to exercise the Option as of the date of death) by the Option 
Holder's estate, by a person who acquired the right to exercise the Option by 
bequest or inheritance, but only within the period ending on the earlier of 
(i) the date twelve (12) months following the date of death (or such longer 
or shorter period specified in the Option Agreement), or (ii) the expiration 
of the term of such Option as set forth in the Option Agreement.  If, at the 
time of death, the Option Holder was not entitled to exercise his or her 
entire Option, the Shares covered by the unexercisable portion of the Option 
shall revert to and again become available for issuance under the Plan.  If, 
after death, the Option is not exercised within the time specified herein, 
the Option shall terminate, and the Shares covered by such Option shall 
revert to and again become available for issuance under the Plan.

     (i)  EARLY EXERCISE.  The Option may, but need not, include a provision 
whereby the Option Holder may elect at any time while an Employee or 
Consultant to exercise the Option as to any part or all of the Shares subject 
to the Option prior to the full vesting of the Option.  Any unvested Shares 
so purchased may be subject to a repurchase right in favor of the Company or 
to any other restriction the Board determines to be appropriate.

     (j)  RE-LOAD OPTIONS.

          (1)  Without in any way limiting the authority of the Board to make 
or not to make grants of Options hereunder, the Board shall have the 
authority (but not an obligation) to include as part of any Option Agreement 
a provision entitling the Option Holder to a further Option (a "Re-Load 
Option") if the Option Holder exercises the Option evidenced by the Option 
Agreement, in whole or in part, by surrendering other Shares in accordance 
with this Plan and the terms and conditions of the Option Agreement.  Any 
such Re-Load Option (i) shall be for a number of Shares equal to the number 
of Shares surrendered as part or all of the exercise price of

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such Option, (ii) shall have an expiration date which is the same as the 
expiration date of the Option the exercise of which gave rise to such Re-Load 
Option and (iii) shall have an exercise price which is equal to one hundred 
percent (100%) of the Fair Market Value of the Shares subject to the Re-Load 
Option on the date of exercise of the original Option.

          (2)  There shall be no Re-Load Options on a Re-Load Option.  Any 
such Re-Load Option shall be subject to the availability of sufficient Shares 
under subsection 4(a) and shall be subject to such other terms and conditions 
as the Board may determine which are not inconsistent with the express 
provisions of the Plan regarding the terms of Options.

7.   TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

     Each stock bonus or restricted stock purchase agreement shall be in such 
form and shall contain such terms and conditions as the Board shall deem 
appropriate.  The terms and conditions of stock bonus or restricted stock 
purchase agreements may change from time to time, and the terms and 
conditions of separate agreements need not be identical, but each stock bonus 
or restricted stock purchase agreement shall include (through incorporation 
of provisions hereof by reference in the agreement or otherwise) the 
substance of each of the following provisions as appropriate:

     (a)  PURCHASE PRICE.  The purchase price under each restricted stock 
purchase agreement shall be such amount as the Board shall determine and 
designate in such agreement.  Notwithstanding the foregoing, the Board may 
determine that eligible participants in the Plan may be awarded stock 
pursuant to a stock bonus agreement in consideration for past services 
actually rendered to the Company or for its benefit.

     (b)  TRANSFERABILITY.  No rights under a stock bonus or restricted stock 
purchase agreement shall be transferable except by will or the laws of 
descent and distribution so long as stock awarded under such agreement 
remains subject to the terms of any restrictive covenant (such as a 
repurchase option or reacquisition option) in favor of the Company.

     (c)  CONSIDERATION.  The purchase price of Shares acquired pursuant to a 
stock purchase agreement shall be paid either:  (i) in cash or by check at 
the time of purchase, (ii) at the discretion of the Board, according to a 
deferred payment documented by use of a promissory note or other arrangement 
with the person to whom the Shares are sold on such terms approved by the 
Board, except that payment of the common stock's "par value" (as defined in 
the Delaware General Corporation Law) shall not be made by deferred payment, 
or (iii) in any other form of legal consideration that may be acceptable to 
the Board in its discretion.  Notwithstanding the foregoing, the Board may 
award stock pursuant to a stock bonus agreement in consideration for past 
services actually rendered to the Company or for its benefit.

     (d)  VESTING.  Shares sold or awarded under the Plan may, but need not, 
be subject to a repurchase option or reacquisition option in favor of the 
Company in accordance with a vesting schedule to be determined by the Board.

     (e)  TERMINATION OF CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT.  If 
a Participant's Continuous Status as an Employee or Consultant terminates, 
the Company may repurchase or otherwise reacquire any or all of the Shares 
held by that person which have not

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vested as of the date of termination under the terms of the stock bonus or 
restricted stock purchase agreement between the Company and such person.

8.   CANCELLATION AND RE-GRANT OF OPTIONS.

     The Board shall have the authority to effect, at any time and from time 
to time, (i) the repricing of any outstanding Options under the Plan and/or 
(ii) with the consent of any adversely affected holders of Options, the 
cancellation of any outstanding Options under the Plan and the grant in 
substitution therefor of new Options under the Plan covering the same or 
different numbers of Shares.

9.   COVENANTS OF THE COMPANY.

     (a)  During the terms of the Stock Awards, the Company shall keep 
available at all times the number of Shares required to satisfy such Stock 
Awards.

     (b)  The Company shall seek to obtain from each regulatory commission or 
agency having jurisdiction over the Plan such authority as may be required to 
issue and sell Shares under Stock Awards; provided, however, that this 
undertaking shall not require the Company to register under the Securities 
Act either the Plan, any Stock Award or any Shares issued or issuable 
pursuant to any such Stock Award.  If, after reasonable efforts, the Company 
is unable to obtain from any such regulatory commission or agency the 
authority which counsel for the Company deems necessary for the lawful 
issuance and sale of Shares under the Plan, the Company shall be relieved 
from any liability for failure to issue and sell Shares upon exercise of such 
Stock Awards unless and until such authority is obtained.

10.  USE OF PROCEEDS FROM SHARES.

     Proceeds from the sale of Shares pursuant to Stock Awards shall 
constitute general funds of the Company.

11.  MISCELLANEOUS.

     (a)  The Board shall have the power to accelerate the time at which all 
or any part of a Stock Award may first be exercised or the time during which 
a Stock Award or any part thereof will vest, notwithstanding the provisions 
in the Stock Award stating the time at which it may first be exercised or the 
time during which it will vest.

     (b)  No Employee, Consultant or any person to whom a Stock Award is 
transferred in accordance with the Plan shall be deemed to be the holder of, 
or to have any of the rights of a holder with respect to, any Shares subject 
to such Stock Award unless and until such person has satisfied all 
requirements for exercise of the Stock Award pursuant to its terms.

     (c)  Nothing in the Plan or any instrument executed or Stock Award 
granted pursuant thereto shall confer upon any Employee, Consultant or other 
holder of Stock Awards any right to continue in the employ of the Company or 
any Affiliate or to continue serving as a Consultant or shall affect the 
right of the Company or any Affiliate to terminate the employment of any 
Employee with or without notice and with or without cause, or the right to 
terminate the

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relationship of any Consultant pursuant to the terms of such Consultant's 
agreement with the Company or Affiliate.

     (d)  The Company may require any person to whom a Stock Award is 
granted, or any person to whom a Stock Award is transferred in accordance 
with the Plan, as a condition of exercising or acquiring Shares under any 
Stock Award, (i) to give written assurances satisfactory to the Company as to 
such person's knowledge and experience in financial and business matters 
and/or to employ a purchaser representative reasonably satisfactory to the 
Company who is knowledgeable and experienced in financial and business 
matters, and that he or she is capable of evaluating, alone or together with 
the purchaser representative, the merits and risks associated with the Stock 
Award, and (ii) to give written assurances satisfactory to the Company 
stating that such person is acquiring the Shares subject to the Stock Award 
for such person's own account and not with any present intention of selling 
or otherwise distributing the Shares.  The foregoing requirements, and any 
assurances given pursuant to such requirements, shall be inoperative if (1) 
the issuance of the Shares upon the exercise or acquisition of Shares under 
the Stock Award has been registered under a then currently effective 
registration statement under the Securities Act, or (2) as to any particular 
requirement, a determination is made by counsel for the Company that such 
requirement need not be met in the circumstances under the then applicable 
securities laws.  The Company may, upon advice of counsel to the Company, 
place legends on stock certificates issued under the Plan as such counsel 
deems necessary or appropriate in order to comply with applicable securities 
laws, including, but not limited to, legends restricting the transfer of the 
Shares.

     (e)  To the extent provided by the terms of a Stock Award Agreement, the 
person to whom a Stock Award is granted may satisfy any federal, state or 
local tax withholding obligation relating to the exercise or acquisition of 
Shares under a Stock Award by any of the following means or by a combination 
of such means:  (i) tendering a cash payment, (ii) authorizing the Company to 
withhold Shares from the Shares otherwise issuable to the participant as a 
result of the exercise or acquisition of Shares under the Stock Award or 
(iii) delivering to the Company owned and unencumbered Shares, including by 
delivering to the Company an attestation of ownership of owned and 
unencumbered Shares in a form approved by the Company.

12.  ADJUSTMENTS UPON CHANGES IN STOCK.

     (a)  If any change is made in the Shares subject to the Plan, or subject 
to any Stock Award, without the receipt of consideration by the Company 
(through merger, consolidation, reorganization, recapitalization, 
reincorporation, stock dividend, dividend in property other than cash, stock 
split, liquidating dividend, combination of Shares, exchange of Shares, 
change in corporate structure or other transaction not involving the receipt 
of consideration by the Company), the Plan will be appropriately adjusted in 
the class(es) and maximum number of Shares subject to the Plan pursuant to 
subsection 4(a), and the outstanding Stock Awards will be appropriately 
adjusted in the class(es) and number of Shares and price per Share subject to 
such outstanding Stock Awards. Such adjustments shall be made by the Board, 
the determination of which shall be final, binding and conclusive.  (The 
conversion of any convertible securities of the Company shall not be treated 
as a "transaction not involving the receipt of consideration by the Company".)

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     (b)  In the event of:  (1) a dissolution, liquidation, or sale of all or 
substantially all of the assets of the Company, (2) a merger or consolidation 
in which the Company is not the surviving corporation, (3) a reverse merger 
in which the Company is the surviving corporation but Shares outstanding 
immediately preceding the merger are converted by virtue of the merger into 
other property, whether in the form of securities, cash or otherwise, then to 
the extent permitted by applicable law:  (i) any surviving corporation (or an 
Affiliate thereof) shall assume any Stock Awards outstanding under the Plan 
or shall substitute similar Stock Awards for those outstanding under the 
Plan, or (ii) such Stock Awards shall continue in full force and effect.  If 
any surviving corporation (or Affiliate) refuses to assume such Stock Awards, 
or to substitute similar Stock Awards for those outstanding under the Plan, 
then with respect to Stock Awards held by persons then performing services as 
Employees or Consultants, the time during which such Stock Awards may be 
exercised shall be accelerated to allow the Option Holders a reasonable 
amount of time to exercise all Shares covered by such Stock Award and the 
Stock Awards terminated if not exercised during such time.

13.  AMENDMENT OF THE PLAN AND STOCK AWARDS.

     (a)  The Board at any time, and from time to time, may amend the Plan.

     (b)  The Board, in its sole discretion, may submit the Plan and/or any 
amendment to the Plan for stockholder approval.

     (c)  Rights and obligations under any Stock Award granted before 
amendment of the Plan shall not be impaired by any amendment of the Plan 
unless (i) the Company requests the consent of the person to whom the Stock 
Award was granted and (ii) such person consents in writing.

     (d)  The Board at any time, and from time to time, may amend the terms 
of any one or more Stock Awards; provided, however, that the rights and 
obligations under any Stock Award shall not be impaired by any such amendment 
unless (i) the Company requests the consent of the person to whom the Stock 
Award was granted and (ii) such person consents in writing.

14.  TERMINATION OR SUSPENSION OF THE PLAN.

     (a)  The Board may suspend or terminate the Plan at any time.  Unless 
sooner terminated, the Plan shall terminate when all Shares reserved for 
issuance under the Plan have been issued and all such issued Shares are no 
longer subject to a repurchase option or a reacquisition option in favor of 
the Company.  No Stock Awards may be granted under the Plan while the Plan is 
suspended or after it is terminated.

     (b)  Rights and obligations under any Stock Award granted while the Plan 
is in effect shall not be impaired by suspension or termination of the Plan, 
except with the written consent of the person to whom the Stock Award was 
granted.

15.  EFFECTIVE DATE OF PLAN.

     The Plan shall become effective on September 16, 1998.

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                             NONSTATUTORY STOCK OPTION
                                          
                       1998 NON-OFFICER EQUITY INCENTIVE PLAN

__________________________, Optionholder:

     CoCensys, Inc. (the "Company"), pursuant to its 1998 Non-Officer Equity 
Incentive Plan (the "Plan"), has granted to you, the optionholder named 
above, an option to purchase shares of the common stock of the Company 
("Common Stock").  This option is NOT intended to qualify as an "incentive 
stock option" within the meaning of Section 422 of the Internal Revenue Code 
of 1986, as amended (the "Code").

     The grant hereunder is in connection with and in furtherance of the 
Company's compensatory benefit plan for participation of the Company's 
employees or consultants.  Defined terms not explicitly defined in this 
agreement but defined in the Plan shall have the same definitions as in the 
Plan.

     The details of your option are as follows:

     1.   TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION.  The total number of
shares of Common Stock subject to this option is ____________________ (______).

     2.   VESTING.  Subject to the limitations contained herein, [25%] of the 
shares will vest (become exercisable) on ____________, ____ and the remaining 
[_____________] shares will vest in [thirty-six (36)] equal monthly 
installments thereafter until either (i) you cease to provide services to the 
Company for any reason, or (ii) this option becomes fully vested.

     3.   EXERCISE PRICE AND METHOD OF PAYMENT.

          (a)  EXERCISE PRICE.  The exercise price of this option is 
_________________ ($____) per share, being not less than eighty-five percent 
(85%) of the fair market value of the Common Stock on the date of grant of 
this option.

          (b)  METHOD OF PAYMENT.  Payment of the exercise price per share is 
due in full upon exercise of all or any part of each installment which has 
accrued to you.  You may elect, to the extent permitted by applicable 
statutes and regulations, to make payment of the exercise price under one of 
the following alternatives:

                    (i)   Payment of the exercise price per share in cash 
(including check) at the time of exercise;

                   (ii)   Payment pursuant to a program developed under 
Regulation T as promulgated by the Federal Reserve Board which, prior to the 
issuance of Common Stock, results in either the receipt of cash (or check) by 
the Company or the receipt of irrevocable instructions to pay the aggregate 
exercise price to the Company from the sales proceeds;

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<PAGE>

                  (iii)   Provided that at the time of exercise the Company's 
Common Stock is publicly traded and quoted regularly in the Wall Street 
Journal, payment by delivery of already-owned shares of Common Stock, held 
for the period required to avoid a charge to the Company's reported earnings, 
and owned free and clear of any liens, claims, encumbrances or security 
interests, which Common Stock shall be valued at its fair market value on the 
date of exercise; or

                   (iv)   Payment by a combination of the methods of payment 
permitted by subparagraph 3(b)(i) through 3(b)(iii) above.

     4.   WHOLE SHARES.  This option may only be exercised for whole shares.

     5.   SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the 
contrary contained herein, this option may not be exercised unless the shares 
issuable upon exercise of this option are then registered under the 
Securities Act or, if such shares are not then so registered, the Company has 
determined that such exercise and issuance would be exempt from the 
registration requirements of the Securities Act.

     6.   TERM.  The term of this option commences on ____________, ____, the 
date of grant, and expires on _________________ (the "Expiration Date"), 
which date shall be no more than ten (10) years from date this option is 
granted, unless this option expires sooner as set forth below or in the Plan. 
 In no event may this option be exercised on or after the Expiration Date.  
This option shall terminate prior to the Expiration Date as follows:  three 
(3) months after the termination of your Continuous Status as an Employee or 
Consultant with the Company or an Affiliate of the Company unless one of the 
following circumstances exists:

          (a)  Your termination of Continuous Status as an Employee or 
Consultant is due to your disability.  This option will then expire on the 
earlier of the Expiration Date set forth above or twelve (12) months 
following such termination of Continuous Status as an Employee or Consultant.

          (b)  Your termination of Continuous Status as an Employee or 
Consultant is due to your death or your death occurs within three (3) months 
following your termination of Continuous Status as an Employee or Consultant 
for any other reason.  This option will then expire on the earlier of the 
Expiration Date set forth above or twelve (12) months after your death.

          (c)  If during any part of such three (3)-month period you may not 
exercise your option solely because of the condition set forth in paragraph 5 
above, then your option will not expire until the earlier of the Expiration 
Date set forth above or until this option shall have been exercisable for an 
aggregate period of three (3) months after your termination of Continuous 
Status as an Employee or Consultant.

          (d)  If your exercise of the option within three (3) months after 
termination of your Continuous Status as an Employee or Consultant with the 
Company or with an Affiliate of the Company would result in liability under 
section 16(b) of the Securities Exchange Act of 1934, then your option will 
expire on the earlier of (i) the Expiration Date set forth above, (ii) the 
tenth (10th) day after the last date upon which exercise would result in such 
liability or (iii) six

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<PAGE>

(6) months and ten (10) days after the termination of your Continuous Status 
as an Employee or Consultant with the Company or an Affiliate of the Company.

     However, this option may be exercised following termination of 
Continuous Status as an Employee or Consultant only as to that number of 
shares as to which it was exercisable on the date of termination of 
Continuous Status as an Employee or Consultant under the provisions of 
paragraph 2 of this option.

     7.   EXERCISE.

          (a)  This option may be exercised, to the extent specified above, 
by delivering a notice of exercise (in a form designated by the Company) 
together with the exercise price to the Secretary of the Company, or to such 
other person as the Company may designate, during regular business hours, 
together with such additional documents as the Company may then require 
pursuant to subsection 11(d) of the Plan.

          (b)  By exercising this option you agree that, as a precondition to 
the completion of any exercise, the Company may require you to enter an 
arrangement providing for the payment by you to the Company of any tax 
withholding obligation of the Company arising by reason of (1) the exercise 
of this option; (2) the lapse of any substantial risk of forfeiture to which 
the shares are subject at the time of exercise; or (3) the disposition of 
shares acquired upon such exercise.  You also agree that the exercise of this 
option has not been completed and that the Company is under no obligation to 
issue any shares of Common Stock to you until such an arrangement is 
established or the Company's tax withholding obligations are satisfied, as 
determined by the Company.

     8.   TRANSFERABILITY.  This option is not transferable, except by will 
or by the laws of descent and distribution, and is exercisable during your 
life only by you.  Notwithstanding the foregoing, by delivering written 
notice to the Company, in a form satisfactory to the Company, you may 
designate a third party who, in the event of your death, shall thereafter be 
entitled to exercise this option.

     9.   OPTION NOT A SERVICE CONTRACT.  This option is not an employment 
contract and nothing in this option shall be deemed to create in any way 
whatsoever any obligation on your part to continue in the employ of the 
Company, or of the Company to continue your employment with the Company.  In 
addition, nothing in this option shall obligate the Company or any Affiliate 
of the Company, or officers or employees to continue any relationship which 
you might have as a Consultant for the Company or Affiliate of the Company.

     10.  NOTICES.  Any notices provided for in this option or the Plan shall 
be given in writing and shall be deemed effectively given upon receipt or, in 
the case of notices delivered by the Company to you, five (5) days after 
deposit in the United States mail, postage prepaid, addressed to you at the 
address specified below or at such other address as you hereafter designate 
by written notice to the Company.

     11.  GOVERNING PLAN DOCUMENT.  This option is subject to all the 
provisions of the Plan, a copy of which is attached hereto and its provisions 
are hereby made a part of this option, including without limitation the 
provisions of Section 6 of the Plan relating to option provisions,

                                     13

<PAGE>

and is further subject to all interpretations, amendments, rules and 
regulations which may from time to time be promulgated and adopted pursuant 
to the Plan.  In the event of any conflict between the provisions of this 
option and those of the Plan, the provisions of the Plan shall control.

     Dated                     ,         .
           --------------------  --------

                              
                              Very truly yours,

                              COCENSYS, INC.


                              Signed:                            
                                     -----------------------------
                                     Duly authorized on behalf 
                                     of the Board of Directors


                                          
                           ACKNOWLEDGEMENT AND AGREEMENT

The undersigned optionholder:

     (a)  Acknowledges receipt of the foregoing option and the attachments 
referenced therein and understands that all rights and liabilities with 
respect to this option are set forth in the option and the Plan; and

     (b)  Acknowledges that as of the date of grant of this option, it sets 
forth the entire understanding between the undersigned option holder and the 
Company and its Affiliates regarding the acquisition of stock in the Company 
under this option and supersedes and terminates all prior oral and written 
agreements on that subject.


                              ------------------------------------
                              OPTIONHOLDER

                              Address:                            
                                      ----------------------------
                              ------------------------------------


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