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Exhibit 10.3

                             PROCYTE CORPORATION

                1991 RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE
                                  DIRECTORS


                              ARTICLE I - PURPOSE

     The purpose of the ProCyte Corporation 1991 Restated Stock Option Plan for
Nonemployee Directors (the "Plan") are to attract and retain the services of
experienced and knowledgeable nonemployee directors of ProCyte Corporation (the
"Corporation") and to provide an incentive for such directors to increase their
proprietary interest in the Corporation's long-term success and progress.

                     ARTICLE II - SHARES SUBJECT TO THE PLAN

     The total number of shares of common stock (the "Shares") of the 
Corporation for which options may be granted under the Plan is 200,000, 
subject to adjustment in accordance with Article IV hereof.  Such Shares 
shall be shares presently authorized but unissued or subsequently acquired by 
the Corporation and shall include shares representing the unexercised portion 
of any option granted under the Plan which expires or terminates without 
being exercised in full.

                     ARTICLE III - ADMINISTRATION OF THE PLAN

     The administrator of the Plan (the "Plan Administrator") shall consist of
a committee appointed by the Board of Directors of the Corporation (the 
"Board"). Subject to the terms of the Plan, the Plan Administrator shall have 
the power to construe the provisions of the Plan, to determine all questions 
arising thereunder and to adopt and amend such rules and regulations for the 
administration of the Plan as it may deem desirable.

                      ARTICLE IV - PARTICIPATION IN THE PLAN

     Each Director of the Corporation elected or appointed who is not 
otherwise an employee of the Corporation or any subsidiary (an "Eligible 
Director") shall be eligible to receive the following option grants under the 
Plan:

     1. Initial Grants

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     An option to purchase 25,000 Shares (if granted prior to September 4, 
1996) or 12,000 Shares (if granted on or after September 4, 1996) (as 
adjusted pursuant to Article VI hereof) (an "Initial Grant") shall be granted 
to

     (a) each Eligible Director immediately following the Board's approval of
the Plan, and

     (b) each Eligible Director upon the earlier of such Eligible Director's
initial election or appointment.

2.   ADDITIONAL AND SUPPLEMENTAL GRANTS 

     Once an Eligible Director's Initial Grant for 25,000 Shares 
becomes fully vested, provided such vesting occurs prior to September 4, 
1996, such Eligible Director shall automatically receive an additional grant 
(an "Additional Grant") of an option for the acquisition of 18,000 Shares 
immediately following the annual meeting of shareholders of the Corporation 
as specified in the Corporation's Bylaws (an "Annual Meeting") at which an 
option previously granted thereunder becomes fully vested.

     Each Eligible Director in office on September 4, 1996 who will have 
continuously served as an Eligible Director for at least five years as of 
September 4, 1996, shall automatically receive the grant of an option to 
purchase 6,000 Shares (a "Supplemental Grant") on September 4, 1996.

     3. ANNUAL GRANTS

     Commencing with the 1997 Annual Meeting, each Eligible Director shall
     automatically receive an option to purchase 6,000 Shares immediately 
     following each year's Annual Meeting (each an "Annual Grant"); provided
     that any Eligible Director who received an Initial Grant for 25,000
     Shares, or who received an Initial Grant for 12,000 Shares within four
     months of an Annual Meeting, shall not receive an Annual Grant until
     immediately following the Annual Meeting at which such Initial Grant
     becomes fully vested.

                           ARTICLE V - OPTIONS TERMS

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

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1.   OPTION AGREEMENT     

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

2.   OPTION EXERCISE PRICE

     The option exercise price for an option granted under the Plan shall be 
the fair market value of the Shares covered by the option at the time the 
option is granted.  For purposes of the Plan, "fair market value" shall mean 
the average between the high and low sale prices quoted on the day of grant 
on the National Association of Securities Dealers Automated Quotation System 
or the closing price on the principal exchange on which such Shares are then 
traded.

3.   TIME AND MANNER OF EXERCISE OF OPTION

     Each Initial Grant for 25,000 Shares and each Additional Grant shall 
vest and become exercisable in accordance with the following schedule and 
vested portions may be exercised in full at one time or in part from time to 
time:
     
<TABLE>
<CAPTION>

     PERIOD OF OPTIONEE'S CONTINUOUS
Service as a Director With the Corporation          PORTION OF GRANT
   FROM THE DATE THE OPTION IS GRANTED             THAT IS EXERCISABLE
   -----------------------------------             -------------------
<S>                                                      <C>
First Subsequent Annual Meeting After Grant              33-1/3%
Second Subsequent Annual Meeting After Grant             66-2/3%
Third Subsequent Annual Meeting After Grant                100%

</TABLE>

     Provided that if such Initial Grant is made within four months of an 
Annual Meeting, the Initial Grant shall not begin to vest until the second 
subsequent Annual Meeting after grant and shall vest ratably upon the second, 
third and fourth subsequent Annual Meetings after grant.

     Subject to shareholder approval of the Plan as amended on September 4, 
1996, each Initial Grant for 12,000 Shares and each Supplemental Grant and 
Annual Grant shall vest and become exercisable upon the first subsequent 
Annual Meeting after grant; provided that if such Initial Grant is made 
within four months of an Annual

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Meeting, the Initial Grant shall vest and become exercisable upon the second 
Annual Meeting after grant.

     If the shareholders of the Corporation fail to approve the Plan at the 
next Annual Meeting, all options granted hereunder shall be deemed null and 
void. Any option may be exercised by giving written notice, signed by the 
person exercising the option, to the Corporation 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 in cash, 
check or (i) shares of the Common Stock of the Corporation already owned for 
at least six (6) months by the person exercising the option, valued at fair 
market value at the time of such exercise, or (ii) delivery of a properly 
executed exercise notice, together with irrevocable instructions to a broker, 
all in accordance with the regulations of the Federal Reserve Board, to 
properly deliver to the Corporation the amount of sale or loan proceeds to 
pay the exercise price and any federal, state or local withholding tax 
obligations that may arise in connection with the exercise.

4.   TERM OF OPTIONS 

     Each option shall expire not more than ten (10) years from the date of 
the granting thereof, but shall be subject to earlier termination as follows: 

     (a)  In the event of the death of an optionee, the unvested portion of 
the option granted to such optionee shall terminate immediately and the 
vested portion of the option granted to such optionee may be exercised only 
within one (1) year after the date of death of such optionee or prior to the 
date on which the option expires by its terms, whichever is earlier, by the 
estate of such optionee, or by any person or persons whom the optionee shall 
have designated in writing on forms prescribed by and filed with the 
Corporation, 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.    

     (b)  In the event that an optionee has ceased to be a Director of the 
Corporation, the unvested portion of the option granted to such optionee 
shall terminate immediately and the vested portion of the option granted to 
such optionee may be exercised by him or her only within one (1) year after 
the date such optionee ceased to be a Director of the Corporation or prior to 
the date on which the option expires by its terms, whichever is earlier.

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5.   TRANSFERABILITY 

     The right of any optionee to exercise an option granted to him or her 
under the Plan may not be assigned, pledged or transferred by any such 
optionee otherwise than (a) by will or the laws of descent and distribution, 
(b) in accordance with the terms of a domestic relations order as defined in 
the Internal Revenue Code of 1986, as amended, or (c) by 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 original optionee or such 
person's spouse or other immediate family member has a substantial beneficial 
interest; provided that any option so assigned or transferred shall be 
subject to all the same terms and conditions contained in the Plan. Any 
option granted under the Plan shall be exercisable during the lifetime of the 
optionee only by the optionee or a permitted transferee or assignee.  Any 
attempt to assign, pledge, transfer, 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 any similar process upon the rights and privileges conferred 
hereby, shall be null and void.

6.   HOLDING PERIOD 

     If an individual subject to Section 16 of the Securities Exchange Act of 
1934, as amended (the "Exchange Act") sells shares of Common Stock obtained 
upon the exercise of any option granted under this Plan within six (6) months 
after the date the option was granted, such sale may result in short swing 
profit recovery under Section 16(b) of the Exchange.

7.   PARTICIPANT'S OR SUCCESSOR'S RIGHTS AS SHAREHOLDER

     Neither the recipient of an option under the Plan nor his or her 
successor(s) in interest shall have any rights as a shareholder of the 
Corporation with respect to any Shares subject to an option granted to such 
person until such person becomes a holder of record of such Shares.

8.   REGULATORY APPROVAL AND COMPLIANCE 

     The Corporation shall not be required to issue any certificate or 
certificates for Shares upon the exercise of an option granted under the 
Plan, or record as a holder of record of Shares the name of the individual 
exercising an option under the 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

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regulations under federal, state or local law deemed applicable by the Plan 
Administrator.

                       ARTICLE VI - CAPITAL ADJUSTMENTS

     The aggregate number of Shares with respect to which options may 
be granted under the Plan, as provided in Article II, the additional 
aggregate number of Shares with respect to which an option may be granted 
under the Plan as provided in Article IV, the number of Shares subject to 
each outstanding option and the price per share specified in each such option 
shall all be proportionally adjusted for any increases or decreases in the 
number of issued shares of the Corporation's common stock resulting from a 
subdivision or consolidation of shares or any other similar capital 
adjustments, the payment of a stock dividend, or other increase or decrease 
in such shares effected without receipt of consideration by, or a merger or 
consolidation of, the Corporation, or the sale of all or substantially all of 
the assets of, or the liquidation of, the Corporation.

                      ARTICLE VII - EXPENSES OF THE PLAN

     All costs and expenses of the adoption and administration of the Plan 
shall be borne by the Corporation, and none of such expenses shall be charged 
to any optionee.

                   ARTICLE VIII - APPROVAL OF SHAREHOLDERS

     The Plan shall be effective upon adoption by the Board so long as it 
receives any required approval by the holders of a majority of the 
Corporation's outstanding shares of voting capital stock at the next Annual 
Meeting. 

                                ARTICLE IX

                         COMPLIANCE WITH RULE 16b-3

     It is the intention of the Corporation that the 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 promulgated 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 the Plan shall be construed in favor 
of its meeting such requirements.

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              ARTICLE X - TERMINATION AND AMENDMENT OF THE PLAN

     The Board may amend, terminate or suspend the Plan at any time, in its 
sole and absolute discretion; provided, however, that if required to qualify 
the Plan as a formula plan for purposes of Rule 16b-3 promulgated under 
Section 16 of the Exchange Act, no amendment may be made more than once every 
six months that would change the amount, price or timing of Grants any option 
granted under the Plan, other than to comport with changes in the Internal 
Revenue Code of 1986, as amended, or the rules and regulations promulgated 
thereunder; and provided, further, that if required by any applicable law or 
regulation, no amendment that would

     (a)  materially increase the number of Shares that may be issued under 
the Plan, or  

     (b)  otherwise require approval under any applicable law or regulation 
shall be made without the approval of the Corporation's shareholders.

     Adopted by the Board of Directors on September 27, 1991 and approved by 
the shareholders on May 8, 1992.  Plan amended and restated by the Board of 
Directors on February 24, 1994 and approved by the shareholders on May 10, 
1994. Plan amended and restated by the Board of Directors on September 4, 
1996 and approved by the shareholders on               .

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