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Exhibit  10.21

                             PROCYTE CORPORATION

                            1996 STOCK OPTION PLAN

                            SECTION 1.     PURPOSE

     The purpose of the ProCyte Corporation 1996 Stock Option Plan (the 
"Plan") is to enhance the long-term shareholder value of ProCyte Corporation, 
a Washington corporation (the "Company"), by offering opportunities to 
employees, directors, officers, consultants, agents, advisors and independent 
contractors of the Company and its Subsidiaries (as defined in Section 2) to 
participate in the Company's growth and success, and to encourage them to 
remain in the service of the Company and its Subsidiaries and to acquire and 
maintain stock ownership in the Company.

                          SECTION 2.     DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below:

2.1  AWARD

     "Award" means an award or grant made to a Participant pursuant to the 
Plan, including awards or grants of Incentive Stock Options and Nonqualified 
Stock Options or any combination of the foregoing.

2.2  BOARD

     "Board" means the Board of Directors of the Company.

2.3  CAUSE

     "Cause" means dishonesty, fraud, misconduct, unauthorized use or disclosure
of confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined by
the Plan Administrator, and its determination shall be conclusive and binding.

2.4  CODE

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

2.5  COMMON STOCK

     "Common Stock" means the common stock of the Company.

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2.6  CORPORATE TRANSACTION

     "Corporate Transaction" means any of the following events:

            (a)  Consummation of any merger or consolidation of the Company in
     which the Company is not the continuing or surviving corporation,
     or pursuant to which shares of the Common Stock are converted into cash,
     securities or other property, if following such merger or consolidation the
     holders of the Company's outstanding voting securities immediately prior to
     such merger or consolidation own less than 66-2/3% of the outstanding
     voting securities of the surviving corporation;

            (b)  Consummation of any sale, lease, exchange or other transfer in
     one transaction or a series of related transactions of all or substantially
     all of the Company's assets other than a transfer of the Company's assets
     to a majority-owned subsidiary corporation (as the term "subsidiary
     corporation" is defined in Section 8.3) of the Company; 

            (c)  Approval by the holders of the Common Stock of any plan or
     proposal for the liquidation or dissolution of the Company; or

            (d)  Acquisition by a person, within the meaning of Section 3(a)(9) 
     or of Section 13(d)(3) (as in effect on the date of adoption of the Plan) 
     of the Exchange Act of a majority or more of the Company's outstanding 
     voting securities (whether directly or indirectly, beneficially or of 
     record). 

     Ownership of voting securities shall take into account and shall include
ownership as determined by applying Rule 13d-3(d)(1)(i) (as in effect on the
date of adoption of the Plan) pursuant to the Exchange Act.

2.7  DISABILITY

     "Disability" means "disability" as that term is defined for purposes of
Section 22(e)(3) of the Code.

2.8  EXCHANGE ACT

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.9  FAIR MARKET VALUE

     "Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the closing selling price for the Common Stock as reported by the Nasdaq
National Market for a single trading day or (b) if the Common Stock is listed on
the New York Stock Exchange or the American Stock Exchange, the closing selling
price for the Common Stock as such price is officially quoted in the composite
tape of transactions on such exchange for a single trading day.  If there is no
such reported price for 

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the Common Stock for the date in question, then such price on the last 
preceding date for which such price exists shall be determinative of Fair 
Market Value.

2.10 GOOD REASON

     "Good Reason" means the occurrence of any of the following events or
conditions and the failure of the Successor Corporation to cure such event or
condition within 30 days after receipt of written notice by the Holder:

            (a)  a change in the Holder's status, title, position or 
responsibilities (including reporting responsibilities) that, in the Holder's
reasonable judgment, represents a substantial reduction in the status, title,
position or responsibilities as in effect immediately prior thereto; the
assignment to the Holder of any duties or responsibilities that, in the Holder's
reasonable judgment, are materially inconsistent with such status, title,
position or responsibilities; or any removal of the Holder from or failure to
reappoint or reelect the Holder to any of such positions, except in connection
with the termination of the Holder's employment for Cause, for Disability or as
a result of his or her death, or by the Holder other than for Good Reason;

            (b)  a reduction in the Holder's annual base salary;

            (c)  the Successor Corporation's requiring the Holder (without the
Holder's consent) to be based at any place outside a 35-mile radius of his or
her place of employment prior to a Corporate Transaction, except for reasonably
required travel on the Successor Corporation's business that is not materially
greater than such travel requirements prior to the Corporate Transaction;

            (d)  the Successor Corporation's failure to (i) continue in 
effect any material compensation or benefit plan (or the substantial 
equivalent thereof) in which the Holder was participating at the time of a 
Corporate Transaction, including, but not limited to, the Plan, or (ii) 
provide the Holder with compensation and benefits substantially equivalent 
(in terms of benefit levels and/or reward opportunities) to those provided 
for under each material employee benefit plan, program and practice as in 
effect immediately prior to the Corporate Transaction;

            (e)  any material breach by the Successor Corporation of its
obligations to the Holder under the Plan or any substantially equivalent plan of
the Successor Corporation; or

            (f)  any purported termination of the Holder's employment or service
for Cause by the Successor Corporation that does not comply with the terms of
the Plan or any substantially equivalent plan of the Successor Corporation.

2.11 GRANT DATE

     "Grant Date" means the date the Plan Administrator adopted the granting
resolution or a later date designated in a resolution of the Plan Administrator
as the date an Award is to be granted.

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2.12 HOLDER

     "Holder" means the Participant to whom an Award is granted or, for a Holder
who has died, the personal representative of the Holder's estate, the person(s)
to whom the Holder's rights under the Award have passed by will or the
applicable laws of descent and distribution or the beneficiary designated
pursuant to Section 10.

2.13 INCENTIVE STOCK OPTION

     "Incentive Stock Option" means an Option to purchase Common Stock granted
under Section 7 with the intention that it qualify as an "incentive stock
option" as that term is defined in Section 422 of the Code.

2.14 NONQUALIFIED STOCK OPTION

     "Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Section 7 other than an Incentive Stock Option.

2.15 OPTION

     "Option" means the right to purchase Common Stock granted under Section 7.

2.16 PARTICIPANT

     "Participant" means an individual who is a Holder of an Award or, as the
context may require, any employee, director, officer, consultant, agent, advisor
or independent contractor of the Company or a Subsidiary who has been designated
by the Plan Administrator as eligible to participate in the Plan.

2.17 PLAN ADMINISTRATOR

     "Plan Administrator" means the Board or any committee of the Board
designated to administer the Plan under Section 3.1.

2.18 SECURITIES ACT

     "Securities Act" means the Securities Act of 1933, as amended.

2.19 SUBSIDIARY

     "Subsidiary," except as provided in Section 8.3 in connection with
Incentive Stock Options, means any entity that is directly or indirectly
controlled by the Company or in which the Company has a significant ownership
interest, as determined by the Plan Administrator, and any entity that may
become a direct or indirect parent of the Company.

2.20 SUCCESSOR CORPORATION

     "Successor Corporation" has the meaning set forth under Section 11.2.

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                       SECTION 3.     ADMINISTRATION

3.1  PLAN ADMINISTRATOR

     The Plan shall be administered by the Board or a committee or committees
(which term includes subcommittees) appointed by, and consisting of two or more
members of, the Board.  If and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in
selecting the Plan Administrator and the membership of any committee acting as
Plan Administrator for any persons subject or likely to become subject to
Section 16 under the Exchange Act the provisions regarding (a) "outside
directors" as contemplated by Section 162(m) of the Code and (b) "nonemployee
directors" as contemplated by Rule 16b-3 under the Exchange Act.  The Board may
delegate the responsibility for administering the Plan with respect to
designated classes of eligible Participants to different committees, subject to
such limitations as the Board deems appropriate.  Committee members shall serve
for such term as the Board may determine, subject to removal by the Board at any
time.

3.2  ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR

     Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Awards under the Plan, including the selection
of individuals to be granted Awards, the type of Awards, the number of shares of
Common Stock subject to an Award, all terms, conditions, restrictions and
limitations, if any, of an Award and the terms of any instrument that evidences
the Award.  The Plan Administrator shall also have exclusive authority to
interpret the Plan and may from time to time adopt, and change, rules and
regulations of general application for the Plan's administration.  The Plan
Administrator's interpretation of the Plan and its rules and regulations, and
all actions taken and determinations made by the Plan Administrator pursuant to
the Plan, shall be conclusive and binding on all parties involved or affected. 
The Plan Administrator may delegate administrative duties to such of the
Company's officers as it so determines.

                    SECTION 4.     STOCK SUBJECT TO THE PLAN

4.1  AUTHORIZED NUMBER OF SHARES

     Subject to adjustment from time to time as provided in Section 11.1, a
maximum of 550,000 shares of Common Stock shall be available for issuance under
the Plan.  Shares issued under the Plan shall be drawn from authorized and
unissued shares.

4.2  LIMITATIONS

     Subject to adjustment from time to time as provided in Section 11.1, not
more than 150,000 shares of Common Stock may be made subject to Awards under the
Plan to any individual Participant in the aggregate in any one fiscal year of
the Company; except that the Company may make additional one-time grants of up
to 300,000 shares to newly hired Participants such limitation shall be applied
in a manner consistent with the requirements of, and only to the extent required
for compliance with, the exclusion from the limitation on deductibility of
compensation under Section 162(m) of the Code.

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4.3  REUSE OF SHARES

     Any shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment of
the Award to the extent it is exercised for in shares), shall again be available
for issuance in connection with future grants of Awards under the Plan;
provided, however, that any such shares shall be counted in accordance with the
requirements of Section 162(m) of the Code.

                        SECTION 5.     ELIGIBILITY

     Awards may be granted under the Plan to those officers, directors and key
employees of the Company and its Subsidiaries as the Plan Administrator from
time to time selects.  Awards may also be made to consultants, agents, advisors
and independent contractors who provide services to the Company and its
Subsidiaries.  

                           SECTION 6.     AWARDS

6.1  FORM AND GRANT OF AWARDS

     The Plan Administrator shall have the authority, in its sole discretion, to
determine the type or types of Awards to be made under the Plan.  Such Awards
may consist of Incentive Stock Options and/or Nonqualified Stock Options. 
Awards may be granted singly or in combination.

6.2  ACQUIRED COMPANY AWARDS

     Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Awards under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other acquired entities ("Acquired
Entities") (or the parent of the Acquired Entity) and the new Award is
substituted, or the old award is assumed, by reason of a merger, consolidation,
acquisition of property or of stock, reorganization or liquidation (the
"Acquisition Transaction").  In the event that a written agreement pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding awards of the Acquired Entity, said terms and
conditions shall be deemed to be the action of the Plan Administrator without
any further action by the Plan Administrator, except as may be required for
compliance with Rule 16b-3 under the Exchange Act, and the persons holding such
Awards shall be deemed to be Participants and Holders.

                       SECTION 7.     AWARDS OF OPTIONS

7.1  GRANT OF OPTIONS

     The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock
Options, which shall be appropriately designated.

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7.2  OPTION EXERCISE PRICE

     The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator, but shall not be less than 100% of the
Fair Market Value of the Common Stock on the Grant Date with respect to
Incentive Stock Options and not less than 85% of the Fair Market Value of the
Common Stock on the Grant Date with respect to Nonqualified Stock Options.

7.3  TERM OF OPTIONS

     The term of each Option shall be as established by the Plan Administrator
or, if not so established, shall be 10 years from the Grant Date.

7.4  EXERCISE OF OPTIONS

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which or the installments in which the
Option shall become exercisable, which provisions may be waived or modified by
the Plan Administrator at any time.  If not so established in the instrument
evidencing the Option, the Option will become exercisable according to the
following schedule, which may be waived or modified by the Plan Administrator at
any time:
     
Period of Holder's Continuous Employment or 
Service With the Company or Its Subsidiaries       Percent of Total Option 
        From the Option Grant Date                   That Is Exercisable
        --------------------------                   -------------------

               After 1 year                                  1/3

               After 2 years                                 2/3

               After 3 years                                100%

Unless the Plan Administrator determines otherwise, the vesting schedule of an
Option shall be adjusted proportionately to the extent the Holder works less
than "full time" as that term is defined by the Plan Administrator.

     To the extent that the right to purchase shares has accrued thereunder, an
Option may be exercised from time to time by written notice to the Company, in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised and
accompanied by payment in full as described in Section 7.5.  The Plan
Administrator may determine at any time that an Option may not be exercised as
to less than 100 shares at any one time (or the lesser number of remaining
shares covered by the Option).

7.5  PAYMENT OF EXERCISE PRICE

     The exercise price for shares purchased under an Option shall be paid in
full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased.  Such consideration
must be paid in cash or by check, or a combination of cash and/or check and one
or more of the following alternative forms:  

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(a) tendering (either actually or, if and so long as the Common Stock is 
registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) 
Common Stock already owned by the Holder for at least six months (or any 
shorter period necessary to avoid a charge to the Company's earnings for 
financial reporting purposes) having a Fair Market Value on the day prior to 
the exercise date equal to the aggregate Option exercise price; (b) if and so 
long as the Common Stock is registered under Section 12(b) or 12(g) of the 
Exchange Act, delivery of a properly executed exercise notice, together with 
irrevocable instructions, to (i) a brokerage firm designated by the Company 
to deliver promptly to the Company the aggregate amount of sale or loan 
proceeds to pay the Option exercise price and any withholding tax obligations 
that may arise in connection with the exercise and (ii) the Company to 
deliver the certificates for such purchased shares directly to such brokerage 
firm, all in accordance with the regulations of the Federal Reserve Board; if 
permitted by the Plan Administrator, in its sole discretion, either at the 
time the Option is granted or at any time before it is exercised and subject 
to such limitations as the Plan Administrator may determine, (c) a promissory 
note delivered pursuant to Section 9; or (d) such other consideration as the 
Plan Administrator may permit.

7.6  POST-TERMINATION EXERCISES

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option will continue to be exercisable, and
the terms and conditions of such exercise, if a Holder ceases to be employed by,
or to provide services to, the Company or its Subsidiaries, which provisions may
be waived or modified by the Plan Administrator at any time.  If not so
established in the instrument evidencing the Option, the Option will be
exercisable according to the following terms and conditions, which may be waived
or modified by the Plan Administrator at any time.  

     In case of termination of the Holder's employment or services other than by
reason of death or Cause, the Option shall be exercisable, to the extent of the
number of shares purchasable by the Holder at the date of such termination, only
(a) within three months after the date the Holder ceases to be an employee,
director, officer, consultant, agent, advisor or independent contractor of the
Company or a Subsidiary if termination of the Holder's employment or services is
for any reason other than Disability or (b) within one year if such termination
is because of Disability, but in no event later than the remaining term of the
Option.  Any Option exercisable at the time of the Holder's death may be
exercised, at any time or from time to time within one year after the date of
death, but in no event later than the remaining term of the Option, to the
extent of the number of shares purchasable by the Holder at the date of the
Holder's death, by the personal representative of the Holder's estate the
person(s) to whom the Holder's rights under the Award have passed by will or the
applicable laws of descent and distribution or the beneficiary designated
pursuant to Section 10.  In case of termination of the Holder's employment or
services for Cause, the Option shall automatically terminate upon first
notification to the Holder of such termination, unless the Plan Administrator
determines otherwise.  If a Holder's employment or services with the Company are
suspended pending an investigation of whether the Holder shall be terminated for
Cause, all the Holder's rights under any Option likewise shall be suspended
during the period of investigation.  

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     A transfer of employment or services between or among the Company and its
Subsidiaries shall not be considered a termination of employment or services. 
The effect of a Company-approved leave of absence on the terms and conditions of
an option shall be determined by the Plan Administrator, in its sole discretion.

             SECTION 8.     INCENTIVE STOCK OPTION LIMITATIONS

     To the extent required by Section 422 of the Code, Incentive Stock 
Options shall be subject to the following additional terms and conditions:

8.1  DOLLAR LIMITATION

     To the extent the aggregate Fair Market Value (determined as of the Grant
Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Nonqualified Stock Option.  In the
event the Participant holds two or more such Options that become exercisable for
the first time in the same calendar year, such limitation shall be applied on
the basis of the order in which such Options are granted.  

8.2  10% SHAREHOLDERS

     If a Participant owns more than 10% of the total voting power of all
classes of the Company's stock, then the exercise price per share of an
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Grant Date and the Option term shall not exceed five
years.  The determination of 10% ownership shall be made in accordance with
Section 422 of the Code.

8.3  ELIGIBLE EMPLOYEES

     Individuals who are not employees of the Company or one of its parent
corporations or subsidiary corporations may not be granted Incentive Stock
Options.  For purposes of this Section 8.3, "parent corporation" and "subsidiary
corporation" shall have the meanings attributed to those terms for purposes of
Section 422 of the Code.

8.4  TERM

     The term of an Incentive Stock Option shall not exceed 10 years.

8.5  EXERCISABILITY

     To qualify for Incentive Stock Option tax treatment, an Option designated
as an Incentive Stock Option must be exercised within three months after
termination of employment for reasons other than death, except that, in the case
of termination of employment due to total disability, such Option must be
exercised within one year after such termination.  Employment shall not be
deemed to continue beyond the first 90 days of a leave of absence unless the
Participant's reemployment rights are guaranteed by statute or contract.  For
purposes of this Section 8.5, 

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"total disability" shall mean a mental or physical impairment of the 
Participant which is expected to result in death or which has lasted or is 
expected to last for a continuous period of 12 months or more and which 
causes the Participant to be unable, in the opinion of the Company and two 
independent physicians, to perform his or her duties for the Company and to 
be engaged in any substantial gainful activity.  Total disability shall be 
deemed to have occurred on the first day after the Company and the two 
independent physicians have furnished their opinion of total disability to 
the Plan Administrator.

8.6  TAXATION OF INCENTIVE STOCK OPTIONS

     In order to obtain certain tax benefits afforded to Incentive Stock Options
under Section 422 of the Code, the Participant must hold the shares issued upon
the exercise of an Incentive Stock Option for two years after the Grant Date of
the Incentive Stock Option and one year from the date of exercise.  A
Participant may be subject to the alternative minimum tax at the time of
exercise of an Incentive Stock Option.  The Plan Administrator may require a
Participant to give the Company prompt notice of any disposition of shares
acquired by the exercise of an Incentive Stock Option prior to the expiration of
such holding periods.

8.7  PROMISSORY NOTES

     The amount of any promissory note delivered pursuant to Section 9 in
connection with an Incentive Stock Option shall bear interest at a rate
specified by the Plan Administrator but in no case less than the rate required
to avoid imputation of interest (taking into account any exceptions to the
imputed interest rules) for federal income tax purposes.

        SECTION 9.     LOANS, INSTALLMENT PAYMENTS AND LOAN GUARANTEES

     To assist a Holder (including a Holder who is an officer or director of the
Company) in acquiring shares of Common Stock pursuant to an Award granted under
the Plan, the Plan Administrator, in its sole discretion, may authorize, either
at the Grant Date or at any time before the acquisition of Common Stock pursuant
to the Award, (a) the extension of a loan to the Holder by the Company, (b) the
payment by the Holder of the purchase price, if any, of the Common Stock in
installments, or (c) the guarantee by the Company of a loan obtained by the
grantee from a third party.  The terms of any loans, installment payments or
loan guarantees, including the interest rate and terms of repayment, will be
subject to the Plan Administrator's discretion.  Loans, installment payments and
loan guarantees may be granted with or without security.  The maximum credit
available is the purchase price, if any, of the Common Stock acquired, plus the
maximum federal and state income and employment tax liability that may be
incurred in connection with the acquisition.

                  SECTION 10.     ASSIGNABILITY

     No Award granted under the Plan may be assigned, pledged or transferred 
by the Holder other than by will or by the laws of descent and distribution, 
and during the Holder's lifetime, such Awards may be exercised only by the 
Holder. Notwithstanding the foregoing, and to the extent 

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permitted by Section 422 of the Code, the Plan Administrator, in its sole 
discretion, may permit such assignment, transfer and exercisability and may 
permit a Holder of such Awards to designate a beneficiary who may exercise 
the Award or receive compensation under the Award after the Holder's death; 
provided, however, that any Award so assigned or transferred shall be subject 
to all the same terms and conditions contained in the instrument evidencing 
the Award.

                     SECTION 11.     ADJUSTMENTS

11.1 ADJUSTMENT OF SHARES

     In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to shareholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Common Stock of the Company, then the Plan
Administrator, in its sole discretion, shall make such equitable adjustments as
it shall deem appropriate in the circumstances in (i) the maximum number and
class of securities subject to the Plan as set forth in Section 4.1, (ii) the
maximum number and class of securities that may be made subject to Awards to any
individual Participant as set forth in Section 4.2, and (iii) the number and
class of securities that are subject to any outstanding Award and the per share
price of such securities, without any change in the aggregate price to be paid
therefor.  The determination by the Plan Administrator as to the terms of any of
the foregoing adjustments shall be conclusive and binding.

11.2 CORPORATE TRANSACTION

     Except as otherwise provided in the instrument that evidences the Award, in
the event of any Corporate Transaction, each Award that is at the time
outstanding shall automatically accelerate so that each such Award shall,
immediately prior to the specified effective date for the Corporate Transaction,
become 100% vested, except that such acceleration will not occur, if in the
opinion of the Company's accountants, it would render unavailable "pooling of
interest" accounting for a Corporate Transaction that would otherwise qualify
for such accounting treatment.  Such Award shall not so accelerate, however, if
and to the extent that (a) such Award is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation or parent thereof
(the "Successor Corporation") or to be replaced with a comparable award for the
purchase of shares of the capital stock of the Successor Corporation or (b) such
Award is to be replaced with a cash incentive program of the Successor
Corporation that preserves the spread existing at the time of the Corporate
Transaction and provides for subsequent payout in accordance with the same
vesting schedule applicable to such Award.  The determination of Award
comparability under clause (a) above shall be made by the Plan Administrator,
and its determination shall be conclusive and binding.  All such Awards shall
terminate and cease to remain outstanding immediately following the consummation
of the Corporate Transaction, except to the extent assumed by the Successor
Corporation.  Any such Awards that are assumed or replaced in the Corporate
Transaction and do not otherwise 

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accelerate at that time shall be accelerated in the event the Holder's 
employment or services should subsequently terminate within two years 
following such Corporate Transaction, unless such employment or services are 
terminated by the Successor Corporation for Cause or by the Holder 
voluntarily without Good Reason.

11.3 FURTHER ADJUSTMENT OF AWARDS

     Subject to the preceding Section 11.2, the Plan Administrator shall have
the discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change in control of the Company, as defined by
the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to Participants, (but shall not
be limited to) establishing, amending or waiving the type, terms, conditions or
duration of, or restrictions on, Awards so as to provide for earlier, later,
extended or additional time for exercise and other modifications, and the Plan
Administrator may take such actions with respect to all Participants, to certain
categories of Participants or only to individual Participants.  The Plan
Administrator may take such actions before or after granting Awards to which the
action relates and before or after any public announcement with respect to such
sale, merger, consolidation, reorganization, liquidation or change in control
that is the reason for such action.

11.4 LIMITATIONS

     The grant of Awards will in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

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                       SECTION 12.     WITHHOLDING

     The Company may require the Holder to pay to the Company the amount of any
withholding taxes that the Company is required to withhold with respect to the
grant or exercise of any Award.  In such instances, the Plan Administrator may,
in its discretion and subject to the Plan and applicable law, permit the Holder
to satisfy withholding obligations, in whole or in part, by paying cash, by
electing to have the Company withhold shares of Common Stock or by transferring
shares of Common Stock to the Company, in such amounts as are equivalent to the
Fair Market Value of the withholding obligation.  The Company shall have the
right to withhold from any shares of Common Stock issuable pursuant to an Award
or from any cash amounts otherwise due or to become due from the Company to the
Participant an amount equal to such taxes.  The Company may also deduct from any
Award any other amounts due from the Participant to the Company or a Subsidiary.

             SECTION 13.     AMENDMENT AND TERMINATION OF PLAN

13.1 AMENDMENT OF PLAN

     The Plan may be amended by the shareholders of the Company.  The Board may
also amend the Plan in such respects as it shall deem advisable; however, to the
extent required for compliance with Section 422 of the Code or any applicable
law or regulation, shareholder approval will be required for any amendment that
will (a) increase the aggregate number of shares as to which Options may be
granted, (b) modify the employees or class of employees eligible to receive
Incentive Stock Options, or (c) otherwise require shareholder approval under any
applicable law or regulation.  Amendments made to the Plan which would
constitute "modifications" to Incentive Stock Options outstanding on the date of
such Amendments shall not be applicable to such outstanding Incentive Stock
Options but shall have prospective effect only.

13.2 TERMINATION OF PLAN

     The Company's shareholders or the Board may suspend or terminate the Plan
at any time.  The Plan will have no fixed expiration date; provided, however,
that no Incentive Stock Options may be granted more than 10 years after the
earlier of the Plan's adoption by the Board or approval by the shareholders.

13.3 CONSENT OF HOLDER

     The amendment or termination of the Plan shall not, without the consent of
the Holder of any Award under the Plan, alter or impair any rights or
obligations under any Award theretofore granted under the Plan.

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                       SECTION 14.     GENERAL

14.1 AWARD AGREEMENTS

     Awards granted under the Plan shall be evidenced by a written agreement
which shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and which are not inconsistent with the
Plan.

14.2 CONTINUED EMPLOYMENT OR SERVICES; RIGHTS IN AWARDS

     None of the Plan, participation in the Plan as a Participant or any action
of the Plan Administrator taken under the Plan shall be construed as giving any
Participant or employee of the Company any right to be retained in the employ of
the Company or limit the Company's right to terminate the employment or services
of the Participant.

14.3 REGISTRATION; CERTIFICATES FOR SHARES

     The Company shall be under no obligation to any Participant to register for
offering or resale or to qualify for exemption under the Securities Act, or to
register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue certificates for shares with such legends and subject to
such restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws.

     Inability of the Company to obtain, from any regulatory body having
jurisdiction, the authority deemed by the Company's counsel to be necessary for
the lawful issuance and sale of any shares hereunder or the unavailability of an
exemption from registration for the issuance and sale of any shares hereunder
shall relieve the Company of any liability in respect of the nonissuance or sale
of such shares as to which such requisite authority shall not have been
obtained.

14.4 NO RIGHTS AS A SHAREHOLDER

     No Award shall entitle the Holder to any dividend, voting or other right of
a shareholder unless and until the date of issuance under the Plan of the shares
that are the subject of such Award, free of all applicable restrictions.

14.5 COMPLIANCE WITH LAWS AND REGULATIONS

     Notwithstanding anything in the Plan to the contrary, the Board, in its
sole discretion, may bifurcate the Plan so as to restrict, limit or condition
the use of any provision of the Plan to Participants who are officers or
directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other Participants. 
Additionally, in interpreting and applying the provisions of the Plan, any
Option granted as an Incentive Stock Option pursuant to the Plan shall, to the
extent permitted by law, be construed as an "incentive stock option" within the
meaning of Section 422 of the Code.

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<PAGE>

14.6 NO TRUST OR FUND

     The Plan is intended to constitute an "unfunded" plan.  Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no
Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.

14.7 SEVERABILITY

     If any provision of the Plan or any Award is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Award under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction,
person or Award, and the remainder of the Plan and any such Award shall remain
in full force and effect.

                       SECTION 15.     EFFECTIVE DATE

     The Plan's effective date is the date on which it is adopted by the 
Board, so long as it is approved by the Company's shareholders at any time 
within 12 months of such adoption or, if earlier, and to the extent required 
for compliance with Rule 16b-3 under the Exchange Act, at the next annual 
meeting of the Company's shareholders after adoption of the Plan by the Board.

     ADOPTED BY THE BOARD ON July 23, 1996 AND APPROVED BY THE COMPANY'S 
SHAREHOLDERS ON           , 199  .

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                  PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
   Date of 
   Adoption/
   Amendment/                                                Date of Shareholder
   Adjustment            Section      Effect of Amendment         Approval
   ----------            -------      -------------------         --------


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