EXHIBIT 10.2


                               CYTOGEN CORPORATION

                 2004 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
                 -----------------------------------------------

1.  Purpose
    -------

     The purpose of this 2004  Non-Employee  Director Stock  Incentive Plan (the
"Plan") of Cytogen Corporation,  a Delaware  corporation (the "Company"),  is to
advance the interests of the Company's  stockholders  by enhancing the Company's
ability  to  attract,  retain  and  motivate  persons  who  act as  Non-Employee
Directors of the Company (as such term is defined in the Securities Exchange Act
of  1934,  as  amended),   by  providing  such  persons  with  equity  ownership
opportunities and  performance-based  incentives and thereby better aligning the
interests of such persons with those of the Company's stockholders. Except where
the context  otherwise  requires,  the term  "Company"  shall include any of the
Company's  present or future  parent or  subsidiary  corporations  as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations  promulgated  thereunder (the "Code") and any other business venture
(including,  without limitation,  joint venture or limited liability company) in
which the Company has a  controlling  interest,  as  determined  by the Board of
Directors of the Company (the "Board").

2.  Eligibility
    -----------

     All of the  Company's  Non-Employee  Directors  are  eligible to be granted
options  (each,  an "Option")  and  Compensation  Shares,  as defined in Section
5(a)(5)  hereof,  under the Plan.  Each person who has been granted an Option or
Compensation Shares under the Plan shall be deemed a "Participant."

3.  Administration and Delegation
    -----------------------------

     (a)  Administration  by Board.  The Plan will be administered by the Board.
The Board shall have  authority to adopt,  amend and repeal such  administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency  in the Plan or any award of options or issuance  of  Compensation
Shares in the manner and to the extent it shall deem expedient to carry the Plan
into  effect and it shall be the sole and final  judge of such  expediency.  All
decisions by the Board shall be made in the Board's sole discretion and shall be
final and binding on all persons  having or claiming any interest in the Plan or
in any Option or Compensation  Shares.  No Director or person acting pursuant to
the  authority  delegated  by the  Board  shall  be  liable  for any  action  or
determination relating to or under the Plan made in good faith.

     (b) Appointment of Committees.  To the extent  permitted by applicable law,
the Board may  delegate  any or all of its powers  under the Plan to one or more
committees or subcommittees of the Board (a "Committee").  All references in the
Plan to the  "Board"  shall  mean the Board or a  Committee  of the Board to the
extent that the Board's  powers or authority  under the Plan have been delegated
to such Committee.
<PAGE>

4.  Stock Available Under the Plan
    ------------------------------

     Subject to adjustment under Section 6, Options and Compensation  Shares may
be made under the Plan for up to three hundred  seventy five thousand  (375,000)
shares of common stock,  $0.01 par value per share,  of the Company (the "Common
Stock"). If any Option expires or is terminated, surrendered or canceled without
having been fully  exercised or is forfeited in whole or in part  (including  as
the result of shares of Common Stock subject to such Option being repurchased by
the Company at the original issuance price pursuant to a contractual  repurchase
right) or results in any Common Stock not being issued,  the unused Common Stock
covered by such Option shall again be available  for the grant of Options  under
the  Plan.  Shares  issued  under  the Plan may  consist  in whole or in part of
authorized but unissued shares or treasury shares.

5.  Stock Options
    -------------

     (a) Option Grants.
         --------------

          (1) Each person who is  newly-elected  a Director of the Company at an
     annual meeting of the  stockholders of the Company,  such person not having
     previously served as a Director of the Company and such person not being an
     employee of the Company,  shall, as of the date of such annual meeting,  be
     granted an Option to purchase ten thousand (10,000) shares of Common Stock;
     provided,  however, that the Board may, from time to time, by resolution of
     the Board,  increase or decrease the number of shares granted to such newly
     elected Directors.

          (2) Each person who is  appointed a Director of the Company  after the
     date of the most recent annual meeting of the  stockholders of the Company,
     and who is not an employee  of the Company as of such date of  appointment,
     shall be granted on such date an Option to  purchase a pro rata  portion of
     ten thousand (10,000) shares of Common Stock, based upon the number of full
     calendar  months  remaining  after  the date of  appointment  until but not
     including the one year anniversary  month of such preceding annual meeting;
     provided,  however,  the Board may, from time to time, by resolution of the
     Board, increase or decrease such number of shares of Common Stock.

          (3)  Effective  upon  approval of the Plan by the  stockholders,  each
     person who,  upon the  conclusion  of such  meeting of  stockholders,  is a
     Director and not an employee of the Company (an "Eligible Director"), shall
     be granted an option to purchase  ten  thousand  (10,000)  shares of Common
     Stock.

          (4) On the day following  each annual meeting of the  stockholders  of
     the Company, commencing with the 2004 annual meeting, each person who is on
     that date an Eligible Director and who was re-elected at that meeting shall
     be granted an Option to purchase  ten  thousand  (10,000)  shares of Common
     Stock;  provided,  however,  that the  Board  may,  from  time to time,  by
     resolution of the Board,  increase or decrease the number of shares granted
     to such  re-elected  Directors.  In addition,  on each such date,  the then
     Chairman  of the Board shall  receive an Option to  purchase an  additional
     seven  thousand  five hundred  (7,500)  shares of Common  Stock;  provided,
     however, that the Board may, from time to time, by resolution of the Board,
     increase or decrease the number of shares so granted to the Chairman of the
     Board.

                                      -2-
<PAGE>

          (5) Eligible  Directors  shall receive,  at the sole discretion of and
     after formal action by the Board, Compensation Shares, as defined below, in
     such  number of shares of  Common  Stock  that is equal to each  respective
     Eligible Director's Cash Component, as defined below,  compensation divided
     by the Fair Market  Value of the  Company's  Common Stock as of the date of
     issuance of such  Compensation  Shares,  which shall be no earlier than the
     date on which the applicable  Cash Component  compensation  becomes due and
     payable  by the  Company,  subject  to the terms and  conditions  set forth
     herein.  Compensation  Shares  shall not be  issued  for  services  not yet
     rendered  by an Eligible  Director  to the  Company.  As used  herein:  (i)
     Compensation  Shares  means any shares of Common  Stock  issued to Eligible
     Directors  hereunder in payment of such Eligible  Director's Cash Component
     of compensation;  and (ii) Cash Component means Director cash compensation,
     including but not limited to annual  services fees,  fees payable for board
     and committee meetings attended and fees for committees chaired.

          (6) Subject to Section 5(a)(5) hereof, and subject to adjustment under
     Section 6, Eligible Directors shall receive  Compensation Shares in lieu of
     the Cash Component of such Eligible Director's  compensation until at least
     such time as: (i) such Eligible  Director owns two thousand  (2,000) shares
     of the Company's Common Stock, excluding options or other rights to acquire
     shares of the Company's Common Stock, whether exercisable or unexercisable;
     or (ii) if fewer than 2,000  shares are so owned,  such  smaller  number of
     shares having a Fair Market Value,  as defined  below,  of in excess of one
     hundred  thousand  dollars  ($100,000),  excluding  the value,  if any,  of
     options to purchase Common Stock, whether exercisable or unexercisable,  or
     other rights to acquire Common Stock of the Company.

          (7) Upon  achieving  either of the milestones (i) or (ii) set forth in
     Section  5(a)(6)  hereof,  each such  Eligible  Director may, at his or her
     option,  elect to cease  receiving his or her Cash Component to which he or
     she is  entitled  in  shares  of Common  Stock  under  the Plan;  provided,
     however,  that such Eligible  Director must make such election by providing
     notice of such election to the Company.  Additionally, any Director who has
     reached either of the  milestones (i) or (ii) set forth in Section  5(a)(6)
     hereof may thereafter choose to receive subsequent  compensation in cash or
     Compensation Shares upon written election made from time to time and to the
     Company in advance of the provision of all services provided therefor.

          (8) Each Option and Compensation Shares provided for in this Section 5
     shall be granted  automatically  and without further action by the Board or
     the Company's stockholders. Promptly after the date of grant of each Option
     provided for in this Section 5, the Company shall cause an Option Agreement
     to be executed and delivered to the holder of the Option.  No other Options
     may be  granted  at any time  under  this  Plan.  All  Compensation  Shares
     required  to be issued  pursuant  to the  terms of this  Section 5 shall be
     valued at, and issued on, the next business day  immediately  following the
     date upon which the Cash Component becomes due and payable to such Eligible
     Director.

     (b) Exercise  Price.  The exercise price of each Option will be 100% of the
Fair  Market  Value of the Common  Stock on the date of grant of the Option (the
"Exercise  Price").  Fair Market  value shall mean:  (i) if the Common  Stock is
traded in a market in which actual transactions are reported, the average of the
high and low prices at which the Common  Stock is reported to have traded on the
relevant  date in all markets on which  trading in the Common Stock is reported,
or if there is no reported  sale of the Common Stock on the relevant  date,  the

                                      -3-
<PAGE>
mean of the highest  reported bid price and lowest  reported asked price for the
Common Stock on the relevant date,  (ii) if the Common Stock is publicly  traded
but only in markets in which there is no reporting of actual  transactions,  the
mean of the highest  reported bid price and the lowest  reported asked price for
the Common  Stock on the  relevant  date,  or (iii) if the  Common  Stock is not
publicly  traded,  the value of a share of  Common  Stock as  determined  by the
Board.

     (c) Duration of Options.
         --------------------

          (1) No Option  granted  under this Plan may be exercised  more than 10
     years after the date of grant of the option.

          (2) Except as provided in Sections 5(f) and 5(g), Options shall become
     exercisable in full on the first anniversary of the date of grant.

     (d) Exercise of Option.  Options may be exercised,  in whole or in part, at
any time, by delivery to the Company of a written  notice of exercise  signed by
the proper person or by any other form of notice (including  electronic  notice)
approved by the Board together with payment in full as specified in Section 5(e)
for the number of shares for which the Option is exercised.

     (e) Payment Upon Exercise.  Common Stock  purchased upon the exercise of an
Option granted under the Plan shall be paid for in cash,  which may be satisfied
by a check, in an amount equal to Exercise Price of the Option.

     (f) Termination of Service of Director Holding an Option Other Than Because
of Death,  Disability Retirement or Certain Voluntary  Resignations.  Subject to
the  provisions  of  Section  5(c),  if there is a  termination  of service of a
Director  to whom an  Option  has been  granted,  other  than by  reason  of the
Director's  death or disability or  retirement or voluntary  resignation,  after
three years' service as an Eligible Director, upon or after turning age 55, each
Option held by the Director may be exercised until the earlier of (x) the end of
the three-month period immediately following the date of termination of service,
or (y) the expiration of the term of the option.

     (g) Death or Disability of Director Holding an Option.  Notwithstanding the
provisions of Section  5(c), if there is a termination  of service of a Director
to whom an  option  has  been  granted  by  reason  of the  Director's  death or
disability,  or a former Director dies within three months following the date of
his or her termination of service,  each option held by the Director on the date
of the  Director's  termination  of service may be exercised  in full (i.e.,  in
respect of up to 100% of the Option shares, regardless of the time elapsed since
the date of  grant)  until the  earlier  of (x) the end of the  one-year  period
immediately  following the date of  termination of service or (y) the expiration
of the term of the Option. In the event of an Eligible  Director's death, all of
such person's  outstanding Options will transfer to the maximum extent permitted
by law to such person's designated beneficiary. Each Eligible Director may name,
from  time to  time,  any  beneficiary  or  beneficiaries  (which  may be  named
contingently  or  successively)  as his or her  beneficiary for purposes of this
Plan. Each  designation  shall be on a form  prescribed by the Company,  will be
effective  only when  delivered to the Company,  when  effective will revoke all
prior  designations  by the  Eligible  Director  and will be allowed only to the
extent  permitted by applicable  law. If an Eligible  Director dies with no such

                                      -4-
<PAGE>
beneficiary designation in effect, such person's Options will be transferable by
will or  pursuant  to the laws of descent and  distribution  applicable  to such
person.

     (h) Retirement or Certain Voluntary Resignations. If there is a termination
of service of a Director by reason of the  Director's  retirement  or  voluntary
resignation  at any time after the Director has reached age 55 and, in each such
case,  such  Director  has  provided  a minimum  of three  years'  service as an
Eligible  Director,  each  Option  held  by  the  Director  on the  date  of the
Director's  termination of service may be exercised in full (i.e., in respect of
up to 100% of the option  shares,  regardless of the time elapsed since the date
of grant)  until the earlier of (x) the end of the five year period  immediately
following the date of  termination  of service or (y) the expiration of the term
of the option.

6.  Adjustments for Changes in Common Stock and Certain Other Events.
    -----------------------------------------------------------------

     (a) Changes in  Capitalization.  In the event of any stock  split,  reverse
stock  split,   stock   dividend,   recapitalization,   combination  of  shares,
reclassification  of shares,  spin-off or other similar change in capitalization
or event, or any  distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number of shares  received  under Section  5(a)(6) and (iii) the number
and class of securities and exercise price per share subject to each outstanding
Option shall be  appropriately  adjusted by the Company (or substituted  Options
may be made, if applicable).  If this Section 6(a) applies and Section 6(d) also
applies to any event,  Section 6(d) shall be applicable to such event,  and this
Section 6(a) shall not be applicable.

     (b)  Company   Discretion.   The  existence  of   outstanding   Options  or
Compensation  Shares  shall  not  affect  in any way the  right  or power of the
Company  or its  stockholders  to  make  or  authorize  any or all  adjustments,
recapitalizations,  reorganizations  or other changes in the  Company's  capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds,  debentures,  preferred  or prior  preference  stock ahead of or
affecting  the  Common  Stock  or the  rights  thereof,  or the  dissolution  or
liquidation  of the  Company,  or any sale or transfer of all or any part of its
assets or  business  or any other  corporate  act or  proceeding,  whether  of a
similar  character  or  otherwise.  Except as  expressly  provided  herein,  the
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible  into  shares of stock of any class,  for cash or  property,  or for
labor or services  either  upon  direct  sale or upon the  exercise of rights or
warrants to subscribe therefor, or on conversion of shares or obligations of the
Company convertible into such shares or other securities,  shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number, class
or price of shares of Common Stock then subject to outstanding options.

     (c) Liquidation or Dissolution.  In the event of a proposed  liquidation or
dissolution  of  the  Company,  the  Board  shall  upon  written  notice  to the
Participants   provide  that  all  then  unexercised  Options  will  (i)  become
exercisable  in full as of a specified  time at least 10 business  days prior to
the  effective  date of such  liquidation  or  dissolution  and  (ii)  terminate
effective upon such  liquidation or dissolution,  except to the extent exercised
before the effective date.

                                      -5-
<PAGE>


     (d) Corporate Transactions; Major Events.
         -------------------------------------

          (1)  If  as a  result  of  any  (i)  reorganization,  (ii)  merger  or
     consolidation  of the Company  with or into  another  entity as a result of
     which all of the Common Stock of the Company is converted into or exchanged
     for the right to receive cash,  securities or other property,  or (iii) any
     exchange of all of the Common Stock of the Company for cash,  securities or
     other property pursuant to a share exchange  transaction (each of (i), (ii)
     and (iii) being a "Corporate  Transaction") while an Option is outstanding,
     or the  execution  by  the  Company  of any  agreement  with  respect  to a
     Corporate  Transaction,  then  (regardless of whether the transaction  will
     also  constitute a Major Event (as defined  below)) the Board shall provide
     that all outstanding  Options shall be assumed, or equivalent options shall
     be substituted, by the acquiring or succeeding corporation (or an affiliate
     thereof).  For purposes hereof, an Option shall be considered to be assumed
     if, following consummation of the Corporate Transaction, the Option confers
     the right to purchase, for each share of Common Stock subject to the Option
     immediately  prior to the  consummation of the Corporate  Transaction,  the
     consideration  (whether cash,  securities or other property)  received as a
     result of the  Corporate  Transaction  by holders of Common  Stock for each
     share of Common Stock held  immediately  prior to the  consummation  of the
     Corporate   Transaction   (and  if  holders   were   offered  a  choice  of
     consideration,  the  type  of  consideration  chosen  by the  holders  of a
     majority of the  outstanding  shares of Common Stock);  provided,  however,
     that if the consideration received as a result of the Corporate Transaction
     is not solely common stock of the acquiring or succeeding  corporation  (or
     an affiliate  thereof),  the Company may, with the consent of the acquiring
     or succeeding  corporation,  provide for the  consideration  to be received
     upon the  exercise  of  Options to  consist  solely of common  stock of the
     acquiring or succeeding corporation (or an affiliate thereof) equivalent in
     fair  market  value to the per share  consideration  received by holders of
     outstanding   shares  of  Common  Stock  as  a  result  of  the   Corporate
     Transaction.

          Notwithstanding   the  foregoing,   if  the  acquiring  or  succeeding
     corporation  (or an  affiliate  thereof)  does  not  agree  to  assume,  or
     substitute  for,  such  Options,  or  in  the  event  of a  liquidation  or
     dissolution  of the Company,  the Board shall,  upon written  notice to the
     Participants,  provide  that  all  then  unexercised  Options  will  become
     exercisable  in  full  as  of a  specified  time  prior  to  the  Corporate
     Transaction  and will terminate  immediately  prior to the  consummation of
     such  Corporate  Transaction,   except  to  the  extent  exercised  by  the
     Participants  before  the  consummation  of  such  Corporate   Transaction;
     provided,  however,  that in the event of a Corporate Transaction under the
     terms of which  holders of Common  Stock  will  receive  upon  consummation
     thereof a cash payment for each share of Common Stock surrendered  pursuant
     to such Corporate Transaction (the "Acquisition Price"), then the Board may
     instead  provide  that  all   outstanding   Options  shall  terminate  upon
     consummation of such Corporate  Transaction and that each Participant shall
     receive, in exchange therefor,  a cash payment equal to the amount (if any)
     by which (A) the  Acquisition  Price  multiplied by the number of shares of
     Common  Stock  subject to such  outstanding  Options  (whether  or not then
     exercisable) exceeds (B) the aggregate exercise price of such Options.

          In the event of a Corporate Transaction,  Compensation Shares shall be
     adjusted in the same manner as the Company's Common Stock.

                                      -6-
<PAGE>
          (2) Upon the  occurrence of a Major Event  (regardless of whether such
     event also constitutes a Corporate  Transaction),  all of the Option Shares
     covered by an Option shall become  immediately  available for purchase upon
     exercise of the option, without regard to the vesting provisions of Section
     5(c)(2).  "Major Event" shall mean when (i) the Company  enters into one or
     more definitive agreements to merge or consolidate the Company with or into
     another   corporation,   or  to  sell  or  otherwise   dispose  of  all  or
     substantially  all  of  the  Company's  assets,  or  to  effect  any  other
     transaction,  share exchange consolidation or reorganization having similar
     results or effect; (ii) any person other than the Company makes a tender or
     exchange  offer  for  more  than  50% of  Common  Stock  pursuant  to which
     purchases of any amount of Common Stock are made; (iii) stock  representing
     more than 50% of the voting  power of the Company is acquired by any person
     other than the Company in any one or more transactions  occurring in any 24
     month period.

7.  General Provisions Applicable to Options and Compensation Shares.
    -----------------------------------------------------------------

     (a) (i)  Transferability  of  Options.  Except as the  Board may  otherwise
determine  or  provide  in an  Option,  Options  shall  not be  sold,  assigned,
transferred,  pledged  or  otherwise  encumbered  by the person to whom they are
granted,  either  voluntarily or by operation of law, except by will or the laws
of descent and distribution,  and, during the life of the Participant,  shall be
exercisable only by the Participant.  References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

     (ii)Transferability  of Compensation Shares. For one year after the date of
issuance of  Compensation  Shares to any Eligible  Director,  such  Compensation
Shares shall not be transferable by such Eligible Director. During this one year
period,  Compensation Shares may not be assigned, pledged or hypothecated in any
way, and will not be transferable  otherwise than by will or the laws of descent
and  distribution.  The  Company  will not  recognize  any  attempt  to  assign,
transfer,  pledge,  hypothecate  or  otherwise  dispose of  Compensation  Shares
contrary  to the  provisions  of this  Plan,  or any levy of any  attachment  or
similar process upon any Compensation Shares, and, except as expressly stated in
this Plan, the Company will not be required to, and will not, remove any related
restrictive  legend from the Compensation  Shares until such one year period has
expired. The Compensation Shares shall bear a restrictive legend evidencing such
lock-up (the  "Lock-up  Legend").  Upon the  expiration of such one year lock-up
period,  Compensation  Shares  shall become  fully  transferable  by the holder,
subject  to the  terms of the  Securities  Act of 1933,  as  amended  and  state
securities  laws. The Company shall take reasonable  steps to remove the Lock-up
Legend  from  the  Compensation  Shares  within  a  reasonable  time  after  the
expiration   of  such  period   upon  the  request  of  an  Eligible   Director.
Notwithstanding  such  lock-up  provision,  upon the  occurrence  of a Corporate
Transaction,  all  of the  Compensation  Shares  issued  hereunder  to  Eligible
Directors shall be treated in a like manner as are the outstanding shares of the
Company's Common Stock upon the occurrence of such Corporate Transaction.

     (b)  Documentation.  Each Option shall be evidenced in such form  (written,
electronic or otherwise) as the Board shall  determine.  Each Option may contain
terms and conditions in addition to those set forth in the Plan.

                                      -7-
<PAGE>
     (c) Amendment of Option. Subject to the provisions of the Company's Bylaws,
the Board may amend, modify or terminate any outstanding  Option,  including but
not limited to, substituting  therefor another Option of the same or a different
type,  provided that the Participant's  consent to such action shall be required
unless the Board  determines  that the action,  taking into  account any related
action, would not materially and adversely affect the Participant.

     (d)  Conditions on Delivery of Stock.  The Company will not be obligated to
deliver  any  shares  of  Common  Stock  pursuant  to  the  Plan  or  to  remove
restrictions  from  shares  previously  delivered  under the Plan  until (i) all
conditions  of the Option  have been met or removed to the  satisfaction  of the
Company,  (ii) in the opinion of the Company's counsel,  all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable  securities  laws and any applicable  stock exchange or
stock market rules and  regulations,  and (iii) the Participant has executed and
delivered to the Company such  representations  or agreements as the Company may
consider  appropriate to satisfy the  requirements of any applicable laws, rules
or regulations.

     (e) Deferred Delivery of Shares Issuable  Pursuant to an Option.  The Board
may, at the time any Option is granted,  provide  that, at the time Common Stock
would  otherwise  be delivered  pursuant to the Option,  the  Participant  shall
instead receive an instrument  evidencing the right to future delivery of Common
Stock at such time or times, and on such conditions, as the Board shall specify.
The Board may at any time  accelerate  the time at which  delivery of all or any
part of the Common Stock shall take place.

     (f)  Acceleration.  The Board may at any time  provide that any Award shall
become  immediately  exercisable  in  full  or in  part,  free  of  some  or all
restrictions or conditions,  or otherwise  realizable in full or in part, as the
case may be.

8.  Miscellaneous
    -------------

     (a) No Rights As  Stockholder.  Subject to the provisions of the applicable
Option,  no  Participant  or designated  beneficiary  shall have any rights as a
stockholder  with respect to any shares of Common Stock to be  distributed  with
respect  to  an  Option  until  becoming  the  record  holder  of  such  shares.
Notwithstanding  the foregoing,  in the event the Company effects a split of the
Common  Stock by means of a stock  dividend  and the  exercise  price of and the
number of shares  subject  to such  Option  are  adjusted  as of the date of the
distribution  of the  dividend  (rather  than as of the  record  date  for  such
dividend),  then an optionee who exercises an Option between the record date and
the distribution  date for such stock dividend shall be entitled to receive,  on
the  distribution  date, the stock dividend with respect to the shares of Common
Stock  acquired upon such Option  exercise,  notwithstanding  the fact that such
shares were not  outstanding  as of the close of business on the record date for
such stock dividend.

     (b) Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board, but no Option granted to a Participant
that is intended to comply with Section 162(m) shall become exercisable,  vested
or realizable,  as applicable to such Option, unless and until the Plan has been
approved by the Company's  stockholders  to the extent  stockholder  approval is
required  by  Section  162(m)  in  the  manner  required  under  Section  162(m)
(including the vote required under Section 162(m)).  No Options shall be granted

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<PAGE>

under the Plan after the  completion  of ten years  from the  earlier of (i) the
date on which  the Plan was  adopted  by the Board or (ii) the date the Plan was
approved  by the  Company's  stockholders,  but Options  previously  granted may
extend beyond that date.

     (c) Amendment of Plan.  Subject to the provisions of the Company's  Bylaws,
the Board may amend, suspend or terminate the Plan or any portion thereof at any
time,  provided that to the extent required by Section 162(m), no Option granted
to a Participant  that is intended to comply with Section  162(m) after the date
of such amendment shall become exercisable,  realizable or vested, as applicable
to such Option,  unless and until such amendment shall have been approved by the
Company's  stockholders  if  required  by  Section  162(m)  (including  the vote
required under Section 162(m)).

     (d)  Governing  Law.  The  provisions  of the  Plan  and all  Options  made
hereunder  shall be governed by and  interpreted in accordance  with the laws of
the State of Delaware, without regard to any applicable conflicts of law.




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