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                                                              Exhibit 10.1

                        1988 EMPLOYEE STOCK OPTION PLAN
                                       OF
                              LIFE SCIENCES, INC.


         1.       THE PLAN. This 1988 Employee Stock Option Plan (the "Plan")
is intended to encourage ownership of stock of Life Sciences, Inc. (the
"Corporation") by specified employees of the Corporation and its subsidiaries
and to provide additional incentive for them to promote the success of the
business of the Corporation.

         2.       STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Paragraph 14 hereof, the total number of shares of the common stock, par value
$.10 per share, of the Corporation (the "Stock") which may be issued pursuant
to incentive stock options and non-incentive stock options granted under the
Plan (the "Options") shall not exceed 250,000. Such shares of Stock may be, in
whole or in part, either authorized and unissued shares or treasury shares, as
the Board of Directors of the Corporation (the "Board") shall from time to time
determine. If an Option shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares covered thereby shall (unless
the Plan shall have been terminated) again be available for Options under the
Plan.

         3.       ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Board which shall have plenary authority, in its discretion, to determine
the employees of the Corporation and its subsidiaries to whom Options shall be
granted (individually, an "Optionee," and collectively, the "Optionees"), the
number of shares to be subject to each Option and the terms of each Option. The
Board shall also have plenary authority, subject to the express provisions of
the Plan, to interpret the Plan, to prescribe, amend and rescind any rules and
regulations relating to the Plan and to take such other action in connection
with the Plan as it deems necessary or advisable. The interpretation and
construction by the Board of any provisions of the Plan or of any Option
granted thereunder shall be final, and no member of the Board shall be liable
for any action or determination made in good faith with respect to the Plan or
any Option granted thereunder.

         4.       EMPLOYEES ELIGIBLE FOR OPTIONS. All employees of the
Corporation or its subsidiaries shall be eligible for Options. In making the
determination as to employees to whom Options shall be granted and as to the
number of shares to be covered by such Options, the Board shall take into
account the duties of the respective employees, their present and potential
contributions to the success of the Corporation, and such other factors as it
shall deem relevant in connection with accomplishing the purposes of the Plan.

         5.       TERM OF PLAN. The Plan shall terminate on, and no Options
shall be granted after, October 1, 1998, provided that the Board may at any
time terminate the Plan prior thereto.


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         6.       MAXIMUM OPTION GRANT. The aggregate fair market value
(determined as of the time the Option is granted) of the Stock of the
Corporation, with respect to which incentive stock options are exercisable for
the first time by an employee during any calendar year (under this Plan or any
other plan of the Corporation or the parent or any subsidiary of the
Corporation), shall not exceed $100,000.

         7.       OPTION PRICE. Each Option shall state the option price, which
shall be not less than 100% of the fair market value of the Stock on the date
of the granting of the Option. The fair market value of shares of Stock shall
be determined by the Board and shall be the mean between the bid and ask prices
of the Stock in the over-the-counter market on the date of the granting of the
Option. Notwithstanding any other provision contained in this Plan, an Option
granted to an employee who, on the date of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of either
the Corporation or any parent or subsidiary, shall be granted at an option
price of 110% of fair market value on the date of grant and shall be
exercisable only during the five-year period immediately following the date of
grant. In calculating stock ownership of any person, the attribution rules of
Code ss. 425(d) will apply. Furthermore, in calculating stock ownership, any
stock that the employee may purchase under outstanding options will not be
considered.

         8.       TERM OF OPTIONS. The term of each Option shall be for a
maximum of ten years from the date of granting thereof, but may be for a lesser
period or be subject to earlier termination as hereinafter provided.

         9.       EXERCISE OF OPTIONS. Any Option may be exercised from time to
time as to any part or all of the Stock to which the Optionee shall then be
entitled, provided, however, that an Option may not be exercised (a) as to less
than 100 shares at any one time (or for the remaining shares then purchasable
under the Option, if less that 100 shares), and (b) unless the Optionee shall
have been in the continuous employ of the Corporation or its subsidiaries from
the date of the granting of the Option to the date of its exercise, except as
provided in Paragraphs 12 and 13. The purchase price of the Stock issuable upon
exercise of an Option shall be paid in full at the time of exercise thereof (I)
in cash, or (ii) by the transfer to the Corporation of shares of its Stock with
a fair market value (as determined by the Board) equal to the purchase price of
the Stock issuable upon exercise of such Option. The holder of an Option shall
not have any rights as a stockholder with respect to the Stock issuable upon
exercise of an Option until certificates for such Stock shall have been
delivered to him after the exercise of the Option.

         10.      NON-TRANSFERABILITY OF OPTIONS. An Option shall not be
transferable otherwise than by will, or by the laws of descent and
distribution, and is exercisable during the lifetime of the Optionee only by
the Optionee.

         11.      FORM OF OPTION. Each Option granted pursuant to the Plan
shall be evidenced by an agreement (an "Option Agreement"), in such form as the
Board shall from time to time approve. The Option Agreement shall comply in all
respects with the terms and conditions of the Plan, and may contain such
additional provisions, including,



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without limitation, restrictions upon the exercise of the Option, as the Board
shall deem appropriate.

         12.      TERMINATION OF EMPLOYMENT. In the event that the employment
of an Optionee shall be terminated (otherwise than by reason of death), such
Option shall be exercisable (to the extent that the Optionee shall have been
entitled to do so at the termination of his employment) at any time before the
expiration of a period of time not exceeding three months after such
termination, but not more than ten years after the date on which such Option
shall have been granted. Nothing in the Plan or in the Option Agreement shall
confer upon any Optionee any right to be continued in the employ of the
Corporation or its subsidiaries, or to interfere in any way with the right of
the Corporation or any such subsidiary to terminate or otherwise modify the
terms of Optionee's duties or position shall not affect such Optionee's Option
so long as such Optionee is still an employee of the Corporation or its
subsidiaries.

         13.      DEATH OF EMPLOYEE. In the event of the death of an Optionee,
any unexercised Option shall be exercisable (to the extent that the Optionee
shall have been entitled to do so at the time of his death) at any time before
the expiration of a period not exceeding three months after his death but not
more that ten years after the date on which such Option shall have been
granted, and only by such person or persons to whom such deceased Optionee's
right shall pass under such Optionee's will or by the laws of descent and
distribution.

         14.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of
changes in the outstanding Stock of the Corporation by reason of stock
dividends, split-ups, capitalization, mergers, consolidations, combinations or
exchanges of shares, reorganizations or liquidations, the number and class of
shares available under the Plan and the maximum number of shares as to which
Options may be granted to an employee shall be correspondingly adjusted.

         15.      SHAREHOLDER APPROVAL. This Plan is subject to, and no Options
shall be exercisable hereunder until after, the approval of the Plan by a
majority of the outstanding Stock of the Corporation within twelve months after
the date of the adoption of the Plan by the Board.

         16.      AMENDMENT OF THE PLAN. The Board shall have complete power
and authority to modify or amend the Plan (including the form of Option
Agreement) from time to time in such respects as it shall deem appropriate,
provided, however, that the Board shall not, without the approval of a majority
of the outstanding Stock of the Corporation entitled to vote at a meeting of
the stockholders, (I) increase the maximum number of shares which in the
aggregate are subject to Options under the Plan except as set forth in
Paragraph 14, (ii) extend the period during which Options may be granted or
exercised, or (iii) reduce the Option price below 100% of the fair market value
of the Stock issuable upon exercise of Options at the time of the granting
thereof, other than to change the manner of determining the fair market value
thereof. No termination or amendment of the Plan shall, without consent of the
individual Optionee, adversely affect the right of such Optionee under an
Option theretofore granted to him or under such Optionee's Option Agreement.