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                                                                    EXHIBIT 10.1


                              PROCYTE CORPORATION

                     1998 NONEMPLOYEE DIRECTOR STOCK PLAN

SECTION 1.  PURPOSES

     The purposes of the ProCyte Corporation 1998 Nonemployee Director Stock
Plan (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
interests in the Corporation's long-term success and progress.

SECTION 2.  DEFINITIONS

     When used herein, the following terms shall have the respective meanings
set forth below:

     (a) "Board" or "Board of Directors" means the Board of Directors of the
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Corporation.

     (b) "Common Stock" means the common stock, $0.01 par value, of the
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Corporation.

     (c) "Corporation" means ProCyte Corporation, a Washington corporation, or
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any successor corporation as provided in Section 13.

     (d) "Employee" means any employee of the Corporation or of any Subsidiary.
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Directors who are not otherwise employed by the Corporation or any Subsidiary
shall not be considered employees for purposes of the Plan.

     (e) "Excess Quarterly Retainer" has the meaning set forth in Section 7(a).
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     (f) "Market Price" means the closing sales price on the National
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Association of Securities Dealers Automated Quotation System or the principal
exchange on which shares of such Common Stock are then traded for a specified
day.

     (g) "Nonemployee Director" or "Participant" means any person who is elected
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or appointed to the Board of Directors and who is not an Employee.

     (h) "Plan" means the Corporation's 1998 Nonemployee Director Stock Plan as
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set forth herein, as it may be amended from time to time.
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     (i) "Plan Administrator" means the Board or a committee whose members meet
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the requirements of Section 4(a), appointed from time to time by the Board to
administer the Plan.

     (j) "Quarterly Retainer" means the quarterly retainer payable to all
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Nonemployee Directors (exclusive of any per-meeting fees, fees for serving as
chairman of the Board or a committee, or expense reimbursements).  The Quarterly
Retainer shall be prorated based on the number of calendar months (including
partial calendar months) a director has served as a Nonemployee Director during
the fiscal quarter for which the Quarterly Retainer is payable.

     (k) "Stock Payment" means the fixed portion of the Quarterly Retainer to be
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paid to Nonemployee Directors in shares of Common Stock rather than cash for
services rendered as a director of the Corporation as provided in Section 6 and
that portion of the Quarterly Retainer to be paid to Nonemployee Directors in
shares of Common Stock resulting from the election specified in Section 7.

     (l) "Subsidiary" means any corporation that is a "subsidiary corporation"
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of the Corporation, as that term is defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended.

SECTION 3.  SHARES SUBJECT TO THE PLAN

     Subject to adjustment in accordance with Section 9 hereof, the maximum
aggregate number of shares of Common Stock that may be issued under the Plan is
200,000 shares.  The shares shall be shares presently authorized but unissued or
subsequently acquired by the Corporation.

SECTION 4.  ADMINISTRATION OF THE PLAN

     (a) The Plan shall be administered by the Board or by a committee appointed
by the Board consisting of one or more persons who are not eligible to
participate in the Plan (the "Plan Administrator").  Members of such committee
need not be members of the Board.  The Corporation shall pay all costs of
administration of the Plan.

     (b) Subject to the express provisions of the Plan, the Plan Administrator
has and may exercise such powers and authority as may be necessary or
appropriate for the Plan Administrator to carry out its functions under the
Plan.  Without limiting the generality of the foregoing, the Plan Administrator
shall have full power and authority to (i) determine all questions of fact that
may arise under the Plan; (ii) interpret the Plan and make all other
determinations necessary or advisable for the administration

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of the Plan; and (iii) prescribe, amend and rescind rules and regulations
relating to the Plan, including, without limitation, any rules the Plan
Administrator determines are necessary or appropriate to ensure that the
Corporation and the Plan will be able to comply with all applicable provisions
of any federal, state or local law, including securities laws. All
interpretations, determinations and actions by the Plan Administrator shall be
final, conclusive and binding upon all parties. Any action of the Plan
Administrator with respect to the administration of the Plan shall be taken
pursuant to a majority vote at a meeting of the Plan Administrator (at which
members may participate by telephone) or by the unanimous written consent of its
members.

SECTION 5.  ELIGIBILITY TO PARTICIPATE IN THE PLAN

     All Nonemployee Directors shall participate in the Plan, subject to the
conditions and limitations of the Plan, so long as they remain eligible to
participate in the Plan as set forth below.

SECTION 6.  DETERMINATION OF QUARTERLY RETAINERS AND STOCK PAYMENTS

     (a) The Board, in its sole discretion, shall determine the Quarterly
Retainer for all Nonemployee Directors.

     (b) Each Nonemployee Director in office immediately following the 1998
Annual Meeting of Shareholders and thereafter at any time during a calendar year
shall receive a Stock Payment as all or as a portion of the Quarterly Retainer
payable to such director.  Stock Payments shall be made with respect to
Quarterly Retainers payable on or after July 1, 1998.  The number of shares of
Common Stock to be issued to each Participant as a Stock Payment shall be
determined by dividing the average Market Price of the Common Stock for the last
20 business days of a fiscal quarter into the first $3,000 of any Quarterly
Retainer payable to such Participant for that fiscal quarter; provided, however,
that no fractional shares shall be issued, and in lieu thereof the number of
shares in the Stock Payment shall be rounded to the nearest whole number of
shares.  Certificates evidencing the shares of Common Stock constituting Stock
Payments shall be registered in the respective names of, or as directed by, the
Participants and shall be issued to each Participant.  The Stock Payment shall
be made as soon as possible following a fiscal quarter end.

     (c) Subject to Section 7, any portion of a Quarterly Retainer in excess of
$3,000 shall be paid to Nonemployee Directors in cash at such times and in such
manner as may be determined by the Board.

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     (d) Notwithstanding the foregoing, for future fiscal quarters, the Plan
Administrator may increase or decrease the portion of a Quarterly Retainer that
shall be paid in shares of Common Stock pursuant to Sections 6(b) and 6(c).

7.   ELECTION TO INCREASE AMOUNT OF STOCK PAYMENT

     (a) In lieu of receiving the cash portion of any Quarterly Retainer (the
"Excess Quarterly Retainer"), a Participant may make a written election to
reduce up to 100% of all Excess Quarterly Retainers to be paid during a calendar
year by a specified percentage or dollar amount and have such amount applied
toward the purchase of additional shares of Common Stock.

     (b) The election shall be made on a form provided by the Plan Administrator
and must be returned to the Plan Administrator on a date the Plan Administrator
shall establish, but in any case no later than the first day of the calendar
year to which the election relates or within 60 days after the effective date of
the Plan with respect to the Excess Quarterly Retainers or within 60 days after
the Participant first becomes a Nonemployee Director.  The election form shall
state the amount by which the Participant desires to reduce the cash portion of
his or her Quarterly Retainers for the calendar year, which shall be applied
toward the purchase of Common Stock in the same manner and on the same dates
that the Stock Payments are made pursuant to Section 6; provided, however, that
no fractional shares may be purchased, and in lieu thereof the number of shares
in the Stock Payment shall be rounded to the nearest whole number of shares.  No
Participant shall be allowed to change or revoke any election for the relevant
calendar year, but may change his or her election for any subsequent calendar
year.

8.   SHAREHOLDER RIGHTS

     Nonemployee Directors shall not be deemed for any purpose to be, or have
rights as, shareholders of the Corporation with respect to any shares of Common
Stock except as and when such shares are issued and then only from the date of
the certificate therefor.  No adjustment shall be made for dividends or
distributions or other rights for which the record date precedes the date of
such stock certificate.

9.   ADJUSTMENT FOR CHANGES IN CAPITALIZATION

     If the outstanding shares of Common Stock of the Corporation are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the property of the Corporation, 

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reorganization or recapitalization, reclassification, stock dividend, stock
split, reverse stock split, combinations of shares, rights offering or other
distribution with respect to such shares of Common Stock or other securities or
other change in the corporate structure or shares of Common Stock, the maximum
number of shares and/or the kind of shares that may be issued under the Plan
shall be appropriately adjusted by the Plan Administrator. Any determination by
the Plan Administrator as to any such adjustment will be final, binding and
conclusive. The maximum number of shares issuable under the Plan as a result of
any such adjustment shall be rounded down to the nearest whole share.

10.  CONTINUATION OF DIRECTORS IN SAME STATUS

     Nothing in the Plan or in any instrument executed pursuant to the Plan, and
no action taken pursuant to the Plan, shall be construed as creating or
constituting evidence of any agreement or understanding, express or implied,
that a Nonemployee Director will have any right to continue as a director or in
any other capacity for any period of time or at a particular retainer or other
rate of compensation.

11.  NONTRANSFERABILITY OF RIGHTS

     No Participant shall have the right to assign the right to receive any
Stock Payment or any other right or interest under the Plan, contingent or
otherwise, or to cause or permit any encumbrance, pledge or charge of any nature
to be imposed on any such Stock Payment (prior to the issuance of stock
certificates evidencing such Stock Payment) or any such right or interest.

12.  AMENDMENT AND TERMINATION OF PLAN

     (a) The Board will have the power, in its discretion, to amend, suspend or
terminate the Plan at any time.

     (b) No amendment, suspension or termination of the Plan will, without the
consent of the Participant, alter, terminate, impair or adversely affect any
right or obligation under any Stock Payment previously granted under the Plan to
such Participant, unless such amendment, suspension or termination is required
by applicable law.

13.  SUCCESSORS

     All obligations of the Corporation under the Plan shall be binding on any
successor to the Corporation, whether the existence of such successor is the
result of a

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direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Corporation.

14.  SEVERABILITY

     In the event any provision of the Plan shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.

15.  GOVERNING LAW

     The Plan shall be construed in accordance with, and governed by, the laws
of the state of Washington.

16.  EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall become effective as of the date it is approved by the
Corporation's shareholders.  The Plan shall remain in effect, subject to the
right of the Board to terminate the Plan at any time pursuant to Section 12,
until all shares subject to the Plan have been purchased or acquired according
to the Plan's provisions.


     Adopted by the Corporation's Board of Directors in April 1998 and approved
by the Corporation's shareholders on June 10, 1998.

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