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                                                                    Exhibit 10.5


                                 INCONTROL, INC.

                1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                  AS AMENDED AND RESTATED ON SEPTEMBER 24, 1996





                               SECTION 1. PURPOSES

      The purpose of the InControl, Inc. Stock Option Plan for Nonemployee
Directors (this "Plan") is to attract and retain the services of experienced and
knowledgeable nonemployee directors for InControl, Inc. (the "Company") and to
provide added incentive to such directors by providing an opportunity for stock
ownership in the Company.


                            SECTION 2. ADMINISTRATION

      The administrator of this Plan (the "Plan Administrator") shall be the
Board of Directors of the Company (the "Board"). Subject to the terms of this
Plan, the Plan Administrator shall have the power to construe the provisions of
this Plan, to determine all questions arising thereunder and to adopt and amend
such rules and regulations for the administration of this Plan as it may deem
desirable. No member of the Plan Administrator shall participate in any vote by
the Plan Administrator on any matter materially affecting the rights of any such
member under this Plan.


                      SECTION 3. SHARES SUBJECT TO THE PLAN

      Subject to adjustment in accordance with Section 6 hereof, the total
number of shares of the Company's common stock (the "Common Stock") for which
options may be granted under this Plan is 200,000 as such Common Stock was
constituted on the effective date of this Plan (the "Shares").(1) The Shares
shall be shares currently authorized but unissued or subsequently acquired by
the Company and shall include shares representing the unexercised portion of any
option granted under this Plan which expires or terminates without being
exercised in full.

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(1) The number of shares subject to this Plan, and all other share numbers
referred to in this Plan, have been adjusted to reflect the 3:4 reverse stock
split, which was effective on June 29, 1994.


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                             SECTION 4. ELIGIBILITY

      Each member of the Board elected or appointed who is not otherwise an
employee of the Company or any parent or subsidiary corporation (an "Eligible
Director") shall be eligible to participate in this Plan. Each member of the
Board on the date of adoption of this Plan who is an Eligible Director shall
automatically receive the grant of an option to purchase 10,000 shares on the
effective date of this Plan. Each Eligible Director who is elected or appointed
for the first time after the date of adoption of this Plan shall automatically
receive the grant of an option to purchase 10,000 Shares on the day such
Eligible Director is initially elected or appointed, or, if later, the effective
date of this Plan.


                  SECTION 5. TERMS AND CONDITIONS OF OPTIONS

      Each option granted to an Eligible Director under this Plan and the
issuance of Shares thereunder shall be subject to the following terms:

      5.1   OPTION AGREEMENT

      Each option shall be evidenced by an option agreement (an "Agreement")
duly executed on behalf of the Company. Each Agreement shall comply with and be
subject to the terms and conditions of this Plan. Any Agreement may contain such
other terms, provisions and conditions not inconsistent with this Plan as may be
determined by the Plan Administrator.

      5.2   OPTION EXERCISE PRICE

      The option exercise price for an option shall be the closing price, or if
there is no closing price, the mean between the high and the low sale price of
shares of Common Stock on the Stock Market on the day the option is granted or,
if no Common Stock was traded on such date, on the next succeeding day on which
Common Stock is so traded.

      5.3   VESTING AND EXERCISABILITY

      Subject to stockholder approval of the Plan, each option granted to an
Eligible Director shall vest and become exercisable in accordance with the
following schedule; provided, however, that options granted to Eligible
Directors who were members of the Board on the date of adoption of this Plan
shall be exercisable twelve months from the date such options are granted.


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<TABLE>
<CAPTION>
 Period of Eligible Director's Continuous
  Service as a Director With the Company    Portion of Total Option Which
    From the Date the Option is Granted            Is Exercisable
------------------------------------------  -----------------------------
<S>                                                      <C>
         Less than twelve months                              0%
              Twelve months                              33 1/3%
            Twenty-four months                           66 2/3%
            Thirty-six months                               100%
</TABLE>

      5.4   TIME AND MANNER OF EXERCISE OF OPTION

      Each option may be exercised in whole or in part at any time and from time
to time, subject to stockholder approval of this Plan; provided, however, that
no fewer than 20% of the Shares purchasable under the option (or the remaining
Shares then purchasable under the option, if less than 20%) may be purchased
upon any exercise of any option hereunder and that only whole Shares will be
issued pursuant to the exercise of any option.

      Any option may be exercised by giving written notice, signed by the person
exercising the option, to the Company stating the number of Shares with respect
to which the option is being exercised, accompanied by payment in full for such
Shares, which payment may be in whole or in part (a) in cash or by check, (b) in
shares of Common Stock already owned for at least six months by the person
exercising the option, valued at fair market value at the time of such exercise,
or (c) by delivery of a properly executed exercise notice, together with
irrevocable instructions to a broker, to properly deliver to the Company the
amount of sale or loan proceeds to pay the exercise price, all in accordance
with the regulations of the Federal Reserve Board.

      5.5  TERM OF OPTIONS

      Each option shall expire ten years from the date of the granting thereof,
but shall be subject to earlier termination as follows:

            (a) In the event that an Optionee ceases to be a director of the
Company for any reason other than the death of the Optionee, the unvested
portion of the options granted to such Optionee shall terminate immediately and
the vested portion of the options granted to such Optionee may be exercised by
him or her only within three months after the date such Optionee ceases to be a
director of the Company.

            (b) In the event of the death of an Optionee, whether during the
Optionee's service as a director or during the three-month period referred to in
Section 5.5(a), the unvested portion of the options granted to such Optionee
shall terminate immediately and the vested portion of the options granted to
such Optionee shall be exercisable, and such options shall expire 


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unless exercised within twelve months after the date of the Optionee's death, by
the legal representatives or the estate of such Optionee, by any person or
persons whom the Optionee shall have designated in writing on forms prescribed
by and filed with the Company or, if no such designation has been made, by the
person or persons to whom the Optionee's rights have passed by will or the laws
of descent and distribution.

      5.6   TRANSFERABILITY

      During an Optionee's lifetime, an option may be exercised only by the
Optionee or a permitted transferee or assignee. Options granted under this Plan
and the rights and privileges conferred thereby shall not be subject to
execution, attachment or similar process and may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than by (a) will or by the applicable laws of descent and distribution,
(b) designation by the Optionee in writing during the Optionee's lifetime of a
beneficiary to receive and exercise options in the event of the Optionee's death
(as provided in Section 5.5(b) or (c) gift or other transfer to either (i) a
spouse or other immediate family member or (ii) any trust, partnership or other
entity in which the Optionee or such Optionee's spouse or other immediate family
member has a substantial beneficial interest, except that any option so assigned
or transferred shall be subject to all the same terms and conditions contained
in this Plan. Any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of any option under this Plan or of any right or privilege conferred
thereby, contrary to the provisions of this Plan, or the sale or levy or any
attachment or similar process upon the rights and privileges conferred hereby,
shall be null and void.

      5.7   HOLDING PERIOD

      Shares of Common Stock obtained upon the exercise of any option granted
under this Plan may not be sold by persons subject to Section 16 of the Exchange
Act until six (6) months after the date the option was granted; provided that
this restriction shall lapse to the extent the vesting of an option is
accelerated pursuant to Section 6.2.

      5.8   PARTICIPANT'S OR SUCCESSOR'S RIGHTS AS STOCKHOLDER

      Neither an Optionee nor the Optionee's successor in interest shall have
any rights as a stockholder of the Company with respect to any Shares subject to
an option granted to such person until such person becomes a holder of record of
such Shares.

      5.9   LIMITATION AS TO DIRECTORSHIP

      Neither this Plan, nor the granting of an option, nor any other action
taken pursuant to this Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that an Optionee has a right to continue as a
director for any period of time or at any particular rate of compensation.


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      5.10  REGULATORY APPROVAL AND COMPLIANCE

      The Company shall not be required to issue any certificate or certificates
for Shares upon the exercise of an option granted under this Plan, or record as
a holder of record of Shares the name of the individual exercising an option
under this Plan, without obtaining to the complete satisfaction of the Plan
Administrator the approval of all regulatory bodies deemed necessary by the Plan
Administrator, and without complying, to the Plan Administrator's complete
satisfaction, with all rules and regulations under federal, state or local law
deemed applicable by the Plan Administrator.


            SECTION 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

      6.1   RECAPITALIZATION

      The aggregate number and class of shares for which options may be granted
under this Plan, the number and class of shares covered by each outstanding
option and the exercise price per share thereof (but not the total price), shall
all be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock of the Company resulting from a split or
consolidation of shares or any like capital adjustment, or the payment of any
stock dividend.

      6.2   EFFECT OF LIQUIDATION OR REORGANIZATION

      Upon a merger (other than a merger of the Company in which the holders of
shares of Common Stock immediately prior to the merger have the same
proportionate ownership of shares of Common Stock in the surviving corporation
immediately after the merger), consolidation, acquisition of property or stock,
separation, reorganization (other than a mere reincorporation or creation of a
holding company) or liquidation of the Company (each a "corporate transaction"),
as a result of which the stockholders of the Company receive cash, stock or
other property in exchange for or in connection with their shares of Common
Stock, then the exercisability of each option outstanding under the Plan shall
be automatically accelerated so that each such option shall, immediately prior
to the specified effective date for any such transaction, become fully
exercisable with respect to the total number of shares of Common Stock
purchasable under such option and may be exercised for all or any portion of
such shares. To the extent such option is not exercised, it shall terminate,
except that in the event of a corporate transaction in which stockholders of the
Company receive capital stock of another corporation in exchange for their
shares of Common Stock, such unexercised option shall be assumed or an
equivalent option shall be substituted by the successor corporation or a parent
or subsidiary of such successor corporation. Any such assumed or equivalent
option shall be 100% vested and exercisable with respect to the total number of
shares purchasable under such option. Upon a merger of the Company in which the
holders of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger or a mere reincorporation or the creation of a holding company,
each option outstanding under the Plan shall be assumed or an equivalent option
shall be substituted by the successor



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corporation or a parent or subsidiary of such corporation, and the vesting
schedule set forth in the option agreement shall continue to apply to such
assumed or equivalent option.

      6.3   FRACTIONAL SHARES

      In the event of any adjustment in the number of shares covered by any
option, any fractional shares resulting from such adjustment shall be
disregarded and each such option shall cover only the number of full shares
resulting from such adjustment.


                               SECTION 7. EXPENSES

      All costs and expenses of the adoption and administration of this Plan
shall be borne by the Company; none of such expenses shall be charged to any
Optionee.


                      SECTION 8. COMPLIANCE WITH RULE 16B-3

      It is the intention of the Company that this Plan comply in all respects
with the requirements for a "formula plan" within the meaning attributed to that
term for purposes of Rule 16b-3 under Section 16(b) of the Exchange Act.
Therefore, if any Plan provision is later found not to be in compliance with
such requirements, that provision shall be deemed null and void, and in all
events this Plan shall be construed in favor of its meeting such requirements.


                      SECTION 9. AMENDMENT AND TERMINATION

      The Board may amend, terminate or suspend this Plan at any time, in its
sole and absolute discretion; provided, however, that if required to qualify
this Plan as a formula plan for purposes of Rule 16b-3 under Section 16(b) of
the Exchange Act, no amendment may be made more than once every six months that
would change the amount, price, timing or vesting of the options, other than to
comply with changes in the Internal Revenue Code of 1986, as amended, or the
rules and regulations thereunder; provided further that to the extent required
by any applicable law or regulation, no amendment shall be made without the
approval of the Company's stockholders.

                   SECTION 10. EFFECTIVE DATE AND DURATION

      This Plan shall be effective on September 15, 1994, the fifth trading day
after the effective date of the Company's registration statement filed by the
Company under the Securities Act of 1933, as amended, in connection with the
Company's initial underwritten public offering, so long as this Plan receives
the approval of the Company's stockholders at or before the next annual meeting
of stockholders of the Company as defined in the Company's Bylaws. A "trading
day" shall be a day on which Shares of Common Stock are traded on the Nasdaq
Stock Market. This 


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Plan shall continue in effect until June 1, 2004 unless it is
sooner terminated by action of the Board or the Company's stockholders, but such
termination shall not affect the then-outstanding terms of any options.

      Adopted by the Company's Board of Directors on June 1, 1994 and approved
by the Company's stockholders on June 29, 1994. Amended and Restated by the
Board on September 24, 1996.



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