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                                                                   EXHIBIT 10.27


                           AMENDED AND RESTATED 1996
                               STOCK OPTION PLAN
                       FOR DIRECTORS, EXECUTIVE OFFICERS,
                         KEY EMPLOYEES AND CONSULTANTS
                                       OF
                            PERIMMUNE HOLDINGS, INC.


        PerImmune Holdings, Inc., a corporation organized under the laws of the 
State of Delaware, hereby adopts this Amended and Restated 1996 Stock Option 
Plan for Directors, Executive Officers, Key Employees and Consultants of 
PerImmune Holdings, Inc. and its Subsidiaries. The purposes of this Plan are as 
follows:

        1.  To further the growth, development and financial success of the 
Company by providing additional incentives to certain of its directors, 
executive officers, other key Employees and consultants who have been or will 
be given responsibility for the management or administration of the Company's 
business affairs, by assisting them to become owners of the Company's Common 
Stock and thus to benefit directly from its growth, development and financial 
success.

        2.  To enable the Company to obtain and retain the services of the type 
of professional, technical and managerial employees considered essential to the 
long-range success of the Company by providing and offering them an opportunity 
to become owners of the Company's Common Stock under options, including options 
that are intended to qualify as "incentive stock options" under Section 422 of 
the Code.

                                   ARTICLE I
                                  DEFINITIONS

        Whenever the following terms are used in this plan, they shall have the 
meaning specified below unless the context clearly indicates to the contrary. 
The masculine pronoun shall include the feminine and neuter and the singular 
shall include the plural, where the context so indicates.

        SECTION 1.1. - BOARD

        "Board" shall mean the Board of Directors of the Company.

        SECTION 1.2. - CODE

        "Code" shall mean the Internal Revenue Code of 1986, as amended.

        SECTION 1.3. - COMMITTEE

        "Committee" shall mean the Stock Option Committee of the Board, 
appointed as provided in Section 6.1.

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          SECTION 1.4. - COMPANY

          "Company" shall mean PerImmune Holdings, Inc., a Delaware 
corporation. In addition, "Company" shall mean any corporation assuming, or 
issuing new employee stock options in substitution for, Incentive Stock 
Options, outstanding under the Plan, in a transaction to which Section 424(a) 
of the Code applies.

          SECTION 1.5. - DIRECTOR

          "Director" shall mean a member of the Board.

          SECTION 1.6. - EMPLOYEE

          "Employee" shall mean any employee (as defined in accordance with the 
regulations and revenue rulings then applicable under Section 3401(c) of the 
Code) of the Company, or of any corporation which is then a Parent Corporation 
or a Subsidiary, whether such employee is so employed at the time this Plan is 
adopted or becomes so employed subsequent to the adoption of this Plan.

          SECTION 1.7. - EXCHANGE ACT

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.

          SECTION 1.8. - Incentive Stock Option

          "Incentive Stock Option" shall mean an Option which qualifies under 
Section 422 of the Code and which is designated as an Incentive Stock Option by 
the Committee.

          SECTION 1.9. - INDEPENDENT DIRECTOR

          "Independent Director" shall mean a member of the Board who is not an 
Employee of the Company.

          SECTION 1.10. - NON-QUALIFIED OPTION

          "Non-Qualified Option" shall mean an Option which is not an Incentive 
Stock Option and which is designated as a Non-Qualified Option by the Committee.

          SECTION 1.11. - OFFICER

          "Officer" shall mean an officer of the Company, as defined in Rule 
16a-1(f) under the Exchange Act, as such Rule may be amended in the future.



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          SECTION 1.12. - OPTION

          "Option" shall mean an option to purchase Common Stock of the Company,
granted under the Plan. "Options" includes both Incentive Stock Options and
Non-Qualified Options.

          SECTION 1.13. - OPTIONEE

          "Optionee" shall mean an Employee, consultant or Independent Director
to whom an Option is granted under the Plan.

          SECTION 1.14. - PARENT CORPORATION

          "Parent Corporation" shall mean any corporation in an unbroken chain
of corporations ending with the Company if each of the corporations other than
the Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

          SECTION 1.15. - PLAN

           "Plan" shall mean this 1996 Stock Option Plan for Directors, 
Executive Officers, Key Employees and Consultants of the Company.

          SECTION 1.16. - RULE 16b-3

          "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange 
Act, as such Rule may be amended in the future.

          SECTION 1.17. - SECRETARY

          "Secretary" shall mean the Secretary of the Company.

          SECTION 1.18. - SECURITIES ACT

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          SECTION 1.19. - SUBSIDIARY

          "Subsidiary" shall mean any corporation in an unbroken chain of 
corporations beginning with the Company if each of the corporations other than 
the last corporation in the unbroken chain then owns stock possessing 50% or 
more of the total combined voting power of all classes of stock in one of the 
other corporations in such chain.

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     SECTION 1.20. - TERMINATION OF CONSULTANCY

     "Termination of Consultancy" shall mean the time when the engagement of an
Optionee as a consult to the Company, a Parent Corporation or a Subsidiary is
terminated for any reason, with or without cause, including, but not by way of
limitation, by resignation, discharge, death or retirement; but excluding
terminations where there is a simultaneous commencement of employment with the
Company, a Parent Corporation or any Subsidiary. The Committee, in its sole
discretion, shall determine the effect of all matters and questions relating to
Termination of Consultancy, including, but not by way of limitation, the
question of whether a Termination of Consultancy resulted from a discharge for
good cause, and questions of whether a particular leave of absence constitutes a
Termination of Consultancy. Notwithstanding any other provision of this Plan,
the Company, a Parent Corporation or any Subsidiary has an absolute and
unrestricted right to terminate a consultant's service at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.

     SECTION 1.21. - TERMINATION OF DIRECTORSHIP

     "Termination of Directorship" shall mean the time when an Optionee who is
an Independent Director ceases to be a Director for any reason, including, but
not by way of limitation, a termination by resignation, failure to be elected,
removal, death or retirement. The Board, in its sole discretion, shall determine
the effect of all matters and questions relating to Termination of Directorship
with respect to Independent Directors.

     SECTION 1.22. - TERMINATION OF EMPLOYMENT

     "Termination of Employment" shall mean the time when the employee-employer
relationship between the Optionee and the Company, a Parent Corporation or a
Subsidiary is terminated for any reason, with or without cause, including, but
not by way of limitation, a termination by resignation, discharge, death or
retirement but excluding terminations where there is a simultaneous reemployment
by the Company, a Parent Corporation or a Subsidiary. The Committee, in its
absolute discretion, shall determine the effect of all other matters and
questions relating to Termination of Employment, including, but not by way of
limitation, the question of whether a Termination of Employment resulted from a
discharge for good cause, and all questions of whether particular leaves of
absence constitute Terminations of Employment; provided, however, that, with
respect to Incentive Stock Options, a leave of absence shall constitute a
Termination of Employment if, and to the extent that, such leave of absence
interrupts employment for the Purposes of Section 422(a)(2) of the Code and the
then applicable regulations and revenue rulings under said Section.

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                                   ARTICLE II
                             SHARES SUBJECT TO PLAN

          SECTION 2.1.- SHARES SUBJECT TO PLAN

          The shares of stock subject to Options shall be shares of the
Company's $0.01 par value Common Stock. The aggregate number of such shares
which may be issued upon exercise of Options shall not exceed 500.

          SECTION 2.2.- UNEXERCISED OPTIONS

          If any Option expires or is cancelled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
optioned hereunder, subject to the limitations of Section 2.1.

          SECTION 2.3.- CHANGES IN COMPANY'S SHARES

          In the event that the outstanding shares of Common Stock of the
Company are hereafter changed into or exchanged for a different number or kind
of shares or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Committee in the number and kind of
shares for the purchase of which Options may be granted, including adjustments
of the limitations in Section 2.1 on the maximum number and kind of shares which
may be issued on exercise of Options.

                                  ARTICLE III
                              GRANTING OF OPTIONS

          SECTION 3.1.- ELIGIBILITY

          Any executive officer, other key Employee, Independent Director, or
consultant of the Company or of any corporation which is then a Parent
Corporation or a Subsidiary shall be eligible to be granted Options, except as
provided in Section 3.2 and subject to the limitations set forth in Section 3.3.

          SECTION 3.2.- QUALIFICATION OF INCENTIVE STOCK OPTIONS

          No Incentive Stock Option shall be granted unless such Option, when
granted, qualifies as an "incentive stock option" under Section 422 of the Code.

          SECTION 3.3.- GRANTING OF OPTIONS

          (a)  The Committee shall from time to time, in its absolute
discretion:



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          (i)  Determine which Employees are executive officers or other key 
     Employees and, select from among the executive officers, other key 
     Employees, Independent Directors, or consultants (including those to whom 
     Options have been previously granted under the Plan) such of them as in 
     its opinion should be granted Options; and

         (ii)  Determine the number of shares to be subject to such Options 
     granted to such selected executive officers, other key Employees, 
     Independent Directors or consultants, and determine whether such Options 
     are to be Incentive Stock Options or Non-Qualified Options; and

        (iii)  Determine the terms and conditions of such Options, consistent 
     with the Plan.

     (b)  Upon the selection of an executive officer, other key Employee, 
Independent Director, or consultant to be granted an Option, the Committee 
shall instruct the Secretary to issue such Option and may impose such 
conditions on the grant of such Option as it deems appropriate. Without 
limiting the generality of the preceding sentence, the Committee may, in its 
discretion and on such terms as it deems appropriate, require as a condition on 
the grant of an Option to an Employee, Independent Director or consultant, that 
the Employee, Independent Director or consultant, respectively, surrender for 
cancellation some or all of the unexercised Options which have been previously 
granted to him. An Option the grant of which is conditioned upon such surrender 
may have an option price lower (or higher) than the option price of the 
surrendered Option, may cover the same (or a lesser or greater) number of 
shares as the surrendered Option, may contain such other terms as the Committee 
deems appropriate and shall be exercisable in accordance with its terms, 
without regard to the number of shares, price, option period or any other term 
or condition of the surrendered Option.


                                   ARTICLE IV
                                TERMS OF OPTIONS

     SECTION 4.1. -- OPTION AGREEMENT

     Each Option shall be evidenced by a written Stock Option Agreement, which 
shall be executed by the Optionee and an authorized Officer of the Company and 
which shall contain such terms and conditions as the Committee shall determine, 
consistent with the Plan. Stock Option Agreements evidencing Incentive Stock 
Options shall contain such terms and conditions as may be necessary to qualify 
such Options as "incentive stock options" under Section 422 of the Code.


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     SECTION 4.2 - OPTION PRICE

     (a)  The price of the shares subject to each Option shall be set by the
Committee; provided, however, that (i) in the case of an Incentive Stock Option,
the price per share shall not be less than 100% of the fair market value of such
shares on the date such option is granted, and (ii) in the case of an Incentive
Stock Option which is granted to an individual then owning (within the meaning
of Section 424(d) of the Code) more than 10% of the total combined voting power
of all classes of stock of the Company, any Subsidiary or any Parent
Corporation, the price per share shall be not less than 110% of the fair market
value of such shares on the date such Option is granted.

     (b) For purposes of the Plan, the fair market value of a share of the
Company's Common Stock as of a given date shall be: (i) the closing price of a
share of the Company's Common Stock on the principal exchange on which shares of
the Company's Common Stock are then trading, if any, on the day previous to such
date, or, if shares were not traded on the day previous to such date, then on
the next preceding trading day during which a sale occurred; or (ii) if such
Common Stock is not traded on an exchange but is quoted on Nasdaq or a successor
quotation system, (1) the last sales price (if the Company's Common Stock is
then listed as a National Market Issue under the Nasdaq National Market System)
or (2) the mean between the closing representative bid and asked prices (in all
other cases) for the Company's Common Stock on the day previous to such date as
reported by Nasdaq or such successor quotation system; or (iii) if such Common
Stock is not publicly traded on an exchange and not quoted on Nasdaq or a
successor quotation system, the mean between the closing bid and asked prices
for the Company's Common Stock, on the day previous to such date, as determined
in good faith by the Committee; or (iv) if the Company's Common Stock is not
publicly traded, the fair market value established by the Committee acting in
good faith. 

     SECTION 4.3 - COMMENCEMENT OF EXERCISABILITY

     (a) Except as the Committee may otherwise provide with respect to Options 
granted to consultants or Employees who are not Officers, no Option may be 
exercised in whole or in part during the six months after such Option is 
granted.

     (b) Subject to the provisions of Sections 4.3(a), 4.3(c) and 7.3, Options 
shall become exercisable at such times and in such installments (which may be 
cumulative) as the Committee shall provide in the terms of each individual 
Option; provided, however, that by a resolution adopted after an Option is 
granted the Committee may, on such terms and conditions as it may determine to 
be appropriate and subject to Sections 4.3(a), 4.3(c) and 7.3, accelerate the 
time at which such Option or any portion thereof may be exercised.

     (c) No portion of an Option which is unexercisable at Termination of 
Employment, Termination of Consultancy, or Termination of Directorship, shall 
thereafter become exercisable.

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          (d) To the extent that the aggregate fair market value of stock with 
respect to which "incentive stock options" (within the meaning of Section 422 
of the code, but without regard to Section 422(d) of the Code) are exercisable 
for the first time by an Optionee during any calendar year (under the Plan and 
all other incentive stock option plans of the Company, any Subsidiary and any 
Parent Corporation) exceeds $100,000, such options shall be taxed as 
Non-Qualified Options. The rule set forth in the preceding sentence shall be 
applied by taking options into account in the order in which they were granted. 
For purposes of this Section 4.3(d), the fair market value of stock shall be 
determined as of the time the option with respect to such stock is granted.

          SECTION 4.4. - EXPIRATION OF OPTIONS

          (a) No Option may be exercised to any extent by anyone after the 
first to occur of the following events:

               (i) The expiration of ten years from the date the Option was 
          granted;

               (ii) With respect to an Incentive Stock Option, in the case of
          an Optionee owning (within the meaning of Section 424(d) of the Code),
          at the time the Incentive Stock Option was granted, more than 10% of 
          the total combined voting power of all classes of stock of the 
          Company, any Subsidiary or any Parent Corporation, the expiration of 
          five years from the date the Incentive Stock Option was granted;

               (iii) With respect to an Incentive Stock Option, except in the 
          case of any Optionee who is disabled (within the meaning of 
          Section 22(e)(3) of the Code), the expiration of three months from the
          date of the Optionee's Termination of Employment for any reason other 
          than such Optionee's death unless the Optionee dies within said 
          three-month period;

               (iv) With respect to an Incentive Stock Option, in the case of
          an Optionee who is disabled (within the meaning of Section 22(e)(3) of
          the Code), the expiration of one year from the date of the Optionee's
          Termination of Employment for any reason other than such Optionee's 
          death unless the Optionee dies within said one-year period; or

               (v) With respect to an Incentive Stock Option, the expiration of 
          one year from the date of the Optionee's death.

          (b) Subject to the provisions of Section 4.4(a), the Committee shall 
provide, in the terms of each individual Option, when such Option expires and 
becomes unexercisable; and 


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(without limiting the generality of the foregoing) the Committee may provide in
the terms of individual Options that said Options expire immediately upon a
Termination of Employment for any reason, Termination of Directorship for any
reason, or Termination of Consultancy for any reason.

     SECTION 4.5 -- CONSIDERATION  

     In consideration of the granting of an Option, the Optionee shall agree, in
the written Stock Option Agreement, to render faithful and efficient services to
the Company, a Parent Corporation or a Subsidiary. Nothing in this Plan or in
any Stock Option Agreement hereunder shall confer upon any Optionee any right to
continue in the employ of, or as a director of or consultant for the Company,
any Parent Corporation or any Subsidiary or shall interfere with or restrict in
any way the rights of the Company, its Parent Corporations and its Subsidiaries,
which are hereby expressly reserved, to discharge any Optionee at any time for
any reason, whatsoever, with or without cause.

     SECTION 4.6 -- ADJUSTMENTS IN OUTSTANDING OPTIONS

     In the event that the outstanding shares of the stock subject to Options
are changed into or exchanged for a different number or kind of shares of the
Company or other securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend or
combination of shares, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares as to which all outstanding Options,
or portions thereof then unexercised, shall be exercisable, to the end that
after such event the Optionee's proportionate interest shall be maintained as
before the occurrence of such event. Such adjustment in an outstanding Option
shall be made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in Option price per share; provided, however,
that, in the case of Incentive stock Options, each such adjustment shall be made
in such manner as not to constitute a "modification" within the meaning of
Section 424(h)(3) of the Code. Any such adjustment made by the Committee shall
be final and binding upon all Optionees, the Company and all other interested
persons.

     SECTION 4.7. -- MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR 
                     DISSOLUTION

     Notwithstanding the provisions of Section 4.6, in its absolute discretion,
and on such terms and conditions as it deems appropriate, the Committee may
provide by the terms of any Option that such Option cannot be exercised after
one or more of the following events: the merger or consolidation of the Company
with or into another corporation, the acquisition (through sale, lease or other
transfer) by another corporation or person (other than the principals of the
company and their related parties) of all or substantially all of the Company's
assets, 50% or more of the Company's then outstanding voting stock or the
liquidation or dissolution of the Company; and if the Committee so provides, it
may, in its absolute discretion and on such terms and conditions as it deems
appropriate, also provide, either by the terms of such Option or by a



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resolution adopted prior to the occurrence of such merger, consolidated, 
acquisition, liquidation or dissolution, that, for some period of time prior to 
such event, such Option shall be exercisable as to all shares covered thereby, 
notwithstanding anything to the contrary in Section 4.3(a), Section 4.3(b) 
and/or any installment provisions of such Option.

                                   ARTICLE V
                              EXERCISE OF OPTIONS

          SECTION 5.1. -- SECTION 5.1 - PERSON ELIGIBLE TO EXERCISE

          During the lifetime of the Optionee, only such Optionee may exercise 
an Option (or any portion thereof) granted to him. After the death of the 
Optionee, any exercisable portion of an Option may, prior to the time when such 
portion becomes unexercisable under the Plan or the applicable Stock Option 
Agreement, be exercised by his personal representative or by any person 
empowered to do so under the deceased Optionee's will or under the then 
applicable laws of descent and distribution.

          SECTION 5.2. -- PARTIAL EXERCISE

          At any time and from time to time prior to the time when any 
exercisable Option or exercisable portion thereof becomes unexercisable under 
the Plan or the applicable Stock Option Agreement, such Option or portion 
thereof may be exercised in whole or in part; provided, however, that the 
Company shall not be required to issue fractional shares and the Committee may, 
by the terms of the Option, require any partial exercise to be with respect to 
a specified minimum number of shares.

          SECTION 5.3. -- MANNER OF EXERCISE

          An exercisable Option, or any exercisable portion thereof, may be 
exercised solely by delivery to the Secretary or his office of all of the 
following prior to the time when such Option or such portion becomes 
unexercisable under the Plan or the applicable Stock Option Agreement:

          (a)   Notice in writing signed by the Optionee or other person then 
entitled to exercise such Option or portion, stating that such Option or 
portion is exercised, such notice complying with all applicable rules 
established by the Committee; and

          (b)   Full  payment (in cash or by check) for the shares with respect 
to which such Option or portion is thereby exercised;

                (i)    With the consent of the Committee, (A) shares of the
          Company's Common Stock owned by the Optionee duly endorsed for 
          transfer to the Company or (B) shares of the Company's Common Stock 
          issuable to the Optionee upon exercise of the Option, with a fair 
          market value (as determined under Section

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         4.2(b)) on the date of Option exercise equal to the aggregate Option 
         price of the shares with respect to which such Option or portion is 
         thereby exercised;

                  (ii)  With the consent of the Committee, a full recourse 
         promissory note bearing interest (at no less than such rate as shall 
         then preclude the imputation of interest under the Code or any 
         successor provision) and payable upon such terms as may be prescribed
         by the Committee. The Committee may also prescribe the form of such 
         note and the security to be given for such note. No Option may, 
         however, be exercised by delivery of a promissory note or by a loan 
         from the Company when or where such loan or other extension of credit
         is prohibited by law; or

                  (iii)  With the consent of the Committee, any combination of
         the consideration provided in the foregoing subsections (i), (ii) and
         (iii); and

     (c)  The payment to the Company (or other employer corporation) of all 
amounts which it is required to withhold under federal, state or local law in 
connection with the exercise of the Option; with the consent of the Committee,
(i) shares of the Company's Common Stock owned by the Optionee duly endorsed 
for transfer or (ii) shares of the Company's Common Stock issuable to the 
Optionee upon exercise of the Option, valued in accordance with Section 4.2(b)
at the date of Option exercise, may be used to make all or part of such payment;

     (d)  Such representations and documents as the Committee, in its absolute
discretion, deems necessary or advisable to effect compliance with all 
applicable provisions of the Securities Act and any other federal or state 
securities laws or regulations. The Committee may, in its absolute discretion,
also take whatever additional actions it deems appropriate to effect such 
compliance including, without limitation, placing legends on share certificate
and issuing stop-transfer orders to transfer agents and registrars; and

     (e)  In the event that the Option or portion thereof shall be exercised 
pursuant to Section 5.1 by any person or persons other than the Optionee, 
appropriate proof of the right of such person or persons to exercise the Option
or portion thereof.

     SECTION 5.4.--CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

     The shares of stock issuable and deliverable upon the exercise of an 
Option, or any portion thereof, may be either previously authorized but 
unissued shares or issued shares which have then been reacquired by the Company.
The Company shall not be required to issue or deliver any certificate or 
certificates for shares of stock purchased upon the exercise of any Option or 
portion thereof prior to fulfillment of all of the following conditions:



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          (a)  The admission of such shares to listing on all stock exchanges 
on which such class of stock is then listed;

          (b)  The completion of any registration or other qualification of 
such shares under any state or federal law or under the rulings or regulations 
of the Securities and Exchange Commission or any other governmental regulatory 
body, which the Committee shall, in its absolute discretion, deem necessary or 
advisable;

          (c)  The obtaining of any approval or other clearance from any state 
or federal governmental agency which the Committee shall, in its absolute 
discretion, determine to be necessary or advisable;

          (d)  The payment to the Company (or other employer corporation) of 
all amounts which it is required to withhold under federal, state or local law 
in connection with the exercise of the Option; and

          (e)  The lapse of such reasonable period of time following the
exercise of the Option as the Committee may establish from time to time for 
reasons of administrative convenience.

          SECTION 5.5. - RIGHTS AS SHAREHOLDERS

          The holders of Options shall not be, nor have any of the rights or 
privileges of, shareholders of the Company in respect of any shares purchasable 
upon the exercise of any part of an Option unless and until certificates 
representing such shares have been issued by the Company to such holders.

          SECTION 5.6. - TRANSFER RESTRICTIONS

          The Committee in its absolute discretion, may impose such other 
restrictions on the transferability of the shares purchasable upon the exercise 
of an Option as it deems appropriate. Any such other restriction shall be set 
forth in the respective Stock Option Agreement and may be referred to on the 
certificates evidencing such shares. The Committee may require the Employee to 
give the Company prompt notice of any disposition of shares of stock, acquired 
by exercise of an Incentive Stock Option, within two years from the date of 
granting such Option or one year after the transfer of such shares to such 
Employee. The Committee may direct that the certificates evidencing shares 
acquired by exercise of an Incentive Stock Option refer to such requirement to 
give prompt notice of disposition.


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                                   ARTICLE VI
                                 ADMINISTRATION

      SECTION 6.1 - STOCK OPTION COMMITTEE

      The Stock Option Committee shall consist of two or more Directors, 
appointed by and holding office at the pleasure of the Board, each of whom, to 
the extent required by Rule 16b-3, is a "non-employee person" as defined by 
Rule 16b-3. Appointment of Committee members shall be effective upon acceptance 
of appointment, and removal of Committee members may be effected at any time by 
action of the Board. Committee members may resign at any time by delivering 
written notice to the Board. Vacancies in the Committee shall be filled by the 
Board. At the pleasure of the Board, if the Directors determine to not 
constitute a Stock Option Committee, then the entire Board shall discharge the 
functions of the Stock Option Committee hereunder without there being any need 
for a separately constituted Stock Option Committee. In such event, all 
references herein to the Stock Option Committee or the Committee shall be 
deemed to be references to the Board of Directors.

      SECTION 6.2 - DUTIES AND POWERS OF COMMITTEE

      It shall be the duty of the Committee to conduct the general 
administration of the Plan in accordance with its provisions. The Committee 
shall have the power to interpret the Plan and the Options and to adopt such 
rules for the administration interpretation and application of the Plan as are 
consistent therewith and to interpret, amend or revoke any such rules. Any such 
interpretations and rules in regard to Incentive Stock Options shall be 
consistent with the basic purpose of the Plan to grant "incentive stock 
options" within the meaning of Section 422 of the Code. The Board shall have no 
right to exercise any of the rights or duties of the Committee under the Plan.

      SECTION 6.3 - MAJORITY RULE

      The Committee shall act by a majority of its members in office. The 
Committee may act either by vote at a meeting or by a memorandum or other 
written instrument signed by a majority of the Committee.

      SECTION 6.4. - COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS

      Members of the Committee shall receive such compensation for their 
services as members as may be determined by the Board. All expenses and 
liabilities incurred by members of the Committee in connection with the 
administration of the Plan shall be borne by the Company. The Committee may 
employ attorneys, consultants, accountants, appraisers, brokers or other 
persons. The Committee, the Company and its Officers and Directors shall be 
entitled to rely upon the advice, opinions or valuations of any such persons. 
All actions taken and all interpretations and determinations made by the 
Committee in good faith shall be final and binding upon all Optionees, the 
Company and all other interested persons. No member of the Committee shall be 
personally liable for any action, determination or interpretation made in good


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faith with respect to the Plan or the Options, and all members of the Committee 
shall be fully protected by the Company in respect to any such action, 
determination or interpretation.

                                  ARTICLE VII
                                OTHER PROVISIONS

        SECTION 7.1. - OPTIONS NOT TRANSFERABLE

        No Option or interest or right therein or part thereof shall be liable 
for the debts, contracts or engagements of the Optionee or his successors in  
interest or shall be subject to disposition by transfer, alienation, 
anticipation, pledge, encumbrance, assignment or any other means whether such 
disposition be voluntary or involuntary or by operation of law by judgment 
levy, attachment, garnishment or any other legal or equitable proceedings 
(including bankruptcy), and any attempted disposition thereof shall be null and 
void and of no effect; provided, however, that nothing in this Section 7.1 
shall prevent transfers by will or by the applicable laws of descent and 
distribution.

        SECTION 7.2. - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

        (a)  The Plan may be wholly or partially amended or otherwise modified, 
suspended or terminated at any time or from time to time by the Committee. 
However, without approval of the Company's shareholders given within 12 months 
before or after the action by the Committee, no action of the Committee may, 
except as provided in Section 2.3, increase any limit imposed in Section 2.1 
on the maximum number of shares which may be issued on exercise of Options, 
materially modify the eligibility requirements of Section 3.1, reduce the 
minimum Option price requirements of Section 4.2(a) or extend the limit imposed 
in this Section 7.2 on the period during which Options may be granted or amend 
or modify the Plan in a manner requiring shareholder approval under Rule 16b-3. 
Neither the amendment, suspension nor termination of the Plan shall, without 
the consent of the holder of the Option, impair any rights or obligations under 
any Option theretofore granted. No Option may be granted during any period of 
suspension nor after termination of the Plan, and in no event may any Option be 
granted under this Plan after the expiration of ten years from the date the 
Plan is adopted by the Board.

        SECTION 7.3. - APPROVAL OF PLAN BY SHAREHOLDERS

        This Plan will be submitted for the approval of the Company's 
shareholders within 12 months after the date of the Board's initial adoption of 
the Plan. Options may be granted prior to such shareholder approval; provided, 
however, that such Options shall not be exercisable prior to the time when the 
Plan is approved by the shareholders; provided, further, that if such approval 
has not been obtained at the end of said 12-month period, all Options 
previously granted under the Plan shall thereupon be cancelled and become null 
and void. The Company shall take such actions with respect to the Plan as may 
be necessary to satisfy the requirements of Rule 16b-3(b).


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          SECTION 7.4.- EFFECT OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS

          The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for employees of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.





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