EXHIBIT 10.12

                          AQUILA BIOPHARMACEUTICALS, INC.
                         1996 STOCK AWARD AND OPTION PLAN


        I.   Purpose

             This 1996 Stock Award and Option Plan is intended to be an
        equity compensation plan which will advance the best interests of
        Aquila Biopharmaceuticals, Inc. (the "Corporation") by providing
        the Corporation's employees, officers, directors (if declared
        eligible under Section 3), consultants and advisors with
        additional incentives for performance which furthers the interest
        and success of the Corporation.

        II.  Definitions

             Whenever used in this Plan, the following terms will have the
        indicated meanings:

        Affiliate:  Any person controlled by or under common control with
        the Corporation or, as determined by the board, a person in which
        the Corporation has a substantial direct or indirect equity
        interest.

        Award:  Any award of Deferred Stock, Restricted Stock, Options,
        Discounted Options, or Stock Appreciation Rights under this Plan.

        Board.  The Board of Directors of the Corporation.

        Change of Control:  Has the meaning specified in Section 17.2
        hereof.

        Code:  The Internal Revenue Code of 1986, as amended, and any
        successor statute.

        Common Stock:  The common stock of the Corporation, $0.01 par
        value per share, or other class or kind of security as may be
        applicable under Section 12.

        Corporation:  Aquila Biopharmaceuticals, Inc., a Delaware
        corporation, and any successor to substantially all of its
        business.

        Committee:  The body designated by the Board to administer this
        Plan pursuant to Section 4.

        Deferred Stock:  Common Stock rights awarded pursuant to Section 6
        of this Plan.

        Discounted Options:  Options granted pursuant to Section 1O of
        this Plan.




        Exchange Act:  The Securities Exchange Act of 1934, as amended,
        and any successor statute.

        Exercise Value:  Has the meaning specified in Section 9.2.

        Fair Market Value:

                  (a)  If the Corporation's Common Stock is publicly
             traded (i) in the over-the-counter market and not on the
             Nasdaq National Market nor on any national securities
             exchange, the closing bid price of the Common Stock on the
             trading day in question, as reported by Nasdaq or an
             equivalent generally accepted reporting service, or (ii) on
             the Nasdaq National Market or on a national securities
             exchange, the closing sale price of the Common Stock on the
             National Market or the principal national securities exchange
             on which it is traded on the trading day in question.  For
             purposes of clause (i) above, if trading in the Common Stock
             is not reported by Nasdaq, the bid price referred to in said
             clause shall be the lowest bid price as reported in the "pink
             sheets" published by National Quotation Bureau, Incorporated
             or the NASD Electronic Bulletin Board.  For purposes of
             clause (ii) above, the closing price shall be the last
             reported sale price on the trading day in question or, if no
             reported sale took place on such day, the average of the
             reported closing bid and asked prices on such day.

                  (b)  If the Common Stock is not publicly traded, the
             fair value of the Common Stock as determined in good faith by
             the Board after taking into consideration all factors which
             it deems appropriate, including without limitation recent
             sale and offer prices of the Common Stock in private
             transactions negotiated at arm's length.

        Incentive Stock Option:  Any Option granted under this Plan which
        is intended to satisfy the requirements of an incentive stock
        option as defined in Section 422 of the Internal Revenue Code of
        1986, as amended.

        Non-Employee Director:  Has the meaning specified in Rule 16b-3.

        Non-Qualified Option:  Any Option granted under this Plan which is
        not intended to be an Incentive Stock Option.

        Option:  An Option or options granted from time to time pursuant
        to Section 8 of this Plan.

        Parent Corporation:  Has the meaning specified in Section 424(e)
        of the Code.

        Participant:  Any person who becomes eligible to receive an Award
        pursuant to the provisions of Section 3 of this Plan.




        Plan:  This 1996 Aquila Biopharmaceuticals, Inc. Stock Award and
        Option Plan, as it may be amended from time to time.

        Recipient:  A Participant to whom an Award is made under the
        provisions of this Plan.

        Related Company:  Any entity which is either (i) a Parent
        Corporation or (ii) a Subsidiary Corporation.

        Restricted Stock:  Common Stock awarded pursuant to Section 7 of
        this Plan.

        Rule 16b-3:  Rule 16b-3 under Section 16 of the Exchange Act, or
        any successor rule promulgated by the Securities and Exchange
        Commission pursuant thereto.

        Stock Appreciation Rights or SAR:  Rights awarded pursuant to
        Section 9 of this Plan.

        Subsidiary Corporation:  Has the meaning specified in
        Section 424(f) of the Code.

        Ten Percent Stockholder:  An individual who directly or indirectly
        owns or possesses more than ten percent of the total combined
        voting power of all classes of capital stock of the Corporation or
        a Related Company.

        III. Eligibility

             A.   Eligible Participants:  The individuals who shall be
        eligible to participate in the Plan shall be such employees,
        officers, consultants and advisors of the Corporation, or of any
        Related Company, as the Committee shall determine from time to
        time; provided, however, that only employees of the Corporation or
        of any Related Company shall be eligible to receive an Option
        which is an Incentive Stock Option.

             B.   Eligibility of Directors:  A director shall not be
        eligible for selection as a person to whom an Award may be granted
        under the Plan unless and until such director is expressly
        declared eligible to participate in the Plan by action of the
        Board or the Committee.  Such initial declaration of eligibility
        shall be prospective in nature and shall be for a period of
        specific duration.

        IV.  Plan Administration

             A.   Administration:  The Plan may be administered by a
        committee of two or more Non-Employee Directors, but the fact that
        one or more members of the Committee is not a Non-Employee
        Director shall not affect the authority of the Committee to
        administer this Plan, except as provided in Section 11 of this
        Plan.  The Board may, in its discretion, elect to administer the
        Plan rather than delegating such task to the Committee, and, in




        such case, references to the Committee herein shall be deemed to
        include the Board acting in such capacity.

             B.   Administrative Powers:  The Committee shall have the
        power to interpret and administer the Plan and full authority to
        act in selecting the Participants to whom awards will be granted,
        in determining the type and amount of Award to be granted to each
        such Participant, the terms and conditions of Awards granted under
        the Plan, and the terms of agreements which will be entered into
        with each Recipient.  In determining individuals who are to
        receive Awards, the Committee shall consider the individual's
        position, responsibilities, service, accomplishments, present and
        future value to the Corporation, the anticipated length of his
        future service, and other relevant factors.  The Committee shall
        have the power to make regulations for carrying out the Plan and
        to make changes in such regulations as it from time to time deems
        proper.  Any interpretation by the Committee of the terms and
        provisions of the Plan and the administration thereof and all
        action taken by the Committee, shall be final, binding and
        conclusive on the Corporation, its stockholders, Affiliates, all
        Participants, their respective legal representatives, successors
        and assigns and upon all other persons claiming under or through
        any of them.

             C.   Limitations on Liability:  Members of the Committee
        acting under the Plan shall be fully protected in relying in good
        faith upon the advice of counsel and shall incur no liability
        except for gross negligence or willful misconduct in the
        performance of their duties.

        V.   Shares Subject to the Plan

             A.   Aggregate Number:  Subject to adjustment as provided in
        this Section 5 and in Section 12, the total number of shares of
        Common Stock which shall be reserved by the Corporation and which
        shall be available for issuance in the form of any stock based
        Award (excluding Stock Appreciation Rights) under the Plan shall
        be 2,000,000 shares of Common Stock in the aggregate.  Shares of
        Common Stock available for issuance under this Plan are available
        for any stock based Award under this Plan.  Shares of Common Stock
        awarded under this Plan may consist, in whole or in part, of
        authorized and unissued shares or of treasury shares.  No more
        than 2,000,000 Stock Appreciation Rights shall be available for
        issuance under this Plan.

             B.   Adjustments:  The number of shares of Common Stock
        available under this Plan shall not be increased by the number of
        shares subject to any Option or part thereof which shall have been
        canceled as a result of the exercise of Stock Appreciation Rights
        issued in tandem with such Option.  In addition, the number of
        shares and SARs available under this Plan shall be increased by
        the number of shares or SARs with respect to which Awards are made
        under this Plan by the assumption of or substitution for
        outstanding grants of another company acquired




        by the Corporation.  If any shares subject to any Award granted
        hereunder are forfeited or such Award otherwise terminates without
        the issuance of such shares or of other consideration in lieu of
        such shares, the shares subject to such Award, to the extent of
        any such forfeiture or termination, shall again be available for
        grant under this Plan except as provided in Section 9.3 with
        respect to certain Stock Appreciation Rights.  Notwithstanding
        anything to the contrary in this Section 5.2, no more than the
        aggregate number of shares and Stock Appreciation Rights provided
        in Section 5.1 shall be available for issuance to under this Plan.

        VI.  Deferred Stock

             The grant of Deferred Stock shall be upon the following rules
        and conditions:

             A.   Deferred Stock Grants:  Deferred Stock refers to the
        grant of a present right to receive Common Stock at some future
        date, subject to certain conditions or events.  Deferred Stock
        shall be evidenced by Deferred Stock agreements.  Such agreements
        shall conform to the requirements of the Plan and may contain such
        other provisions (including, but not limited to, vesting and
        forfeiture provisions or provisions for the protection of Deferred
        Stock in the event of mergers, consolidations, dissolutions and
        liquidation, affecting either the agreement or the stock issued
        thereunder) as the Committee shall deem advisable at the time of
        grant.

             B.   Crediting of Deferred Stock:  Upon determination of the
        number of shares of Deferred Stock to be granted to a Recipient,
        the Committee shall direct that the same be credited to the
        Recipient's account on the books of the Corporation, but that
        issuance and delivery of the same shall be deferred until the date
        or dates provided in Section 6.4 hereof.  Prior to issuance and
        delivery hereunder, the Recipient shall have no rights as a
        stockholder with respect to any shares of Deferred Stock credited
        to his or her account.

             C.   Payments Equivalent to Dividends:  During the period
        that shares of Deferred Stock remain credited to the account of a
        Recipient and before their issuance and delivery, the Board may
        determine that a Recipient shall have the right to receive
        payments equivalent to dividends.  In the event the Board
        determines to pay the Recipient payments equivalent to dividends,
        the Corporation shall pay to the Recipient as additional
        compensation, on each date dividends on Common Stock are paid, a
        sum of money equal to what would have been received if the shares
        of Deferred Stock credited to the account of the Recipient had
        been owned by him outright.

             D.   Delivery:  Subject to the terms and conditions described
        herein and contained in the Deferred Stock agreement, the shares
        of Deferred Stock credited to the account of a




        Recipient shall be issued and delivered to the Recipient in one or
        more installments beginning with such date as the Committee may
        determine.  The Committee may, in its sole discretion, modify,
        waive restrictions on, or accelerate the delivery of any shares of
        Deferred Stock under such circumstances as it deems appropriate.

        VII. Restricted Stock

             The grant of Restricted Stock shall be upon the following
        rules and conditions:

             A.   Restricted Stock Grants:  Restricted Stock refers to
        shares of Common Stock issued to the Recipient pursuant to a grant
        hereunder which are subject to substantial restrictions on
        transfer or are subject to forfeiture under certain circumstances.
        The restrictions may lapse as a result of the passage of time, the
        occurrence of certain events, or for other reasons.  Restricted
        Stock shall be evidenced by Restricted Stock agreements.  Such
        agreements shall conform to the requirements of the Plan and may
        contain such other provisions (including, but not limited to,
        forfeiture provisions for the protection of Restricted Stock in
        the event of mergers, consolidations, dissolutions and
        liquidation, affecting either the agreement or the stock issued
        thereunder) as the Committee shall deem advisable at the time of
        award of Restricted Stock grants.

             B.   Issuance of Restricted Stock:  Upon determination of the
        number of shares of Restricted Stock to be awarded to a Recipient,
        the Committee shall direct that a certificate representing the
        number of shares of Common Stock be issued to the Recipient as the
        registered owner.  The certificate representing such shares shall
        either bear a legend as to restrictions on sale, transfer,
        assignment, pledge or as to other encumbrances during the
        restriction period, or be deposited by the Recipient, together
        with a stock power endorsed in blank, with the Corporation.

             C.   Dividends and Voting Rights:  During the restriction
        period, the Recipient shall have the right to receive dividends
        from, and to vote the shares of, Restricted Stock.

             D.   Delivery:  The Restricted Stock agreement shall specify
        the duration of the restriction period and the performance and/or
        employment conditions under which the Restricted Stock may be
        forfeited to the Corporation.  At the end of the restricted period
        the restrictions imposed hereunder shall lapse with respect to the
        number of shares of Restricted Stock subject to that restriction
        and the legend shall be removed or the shares delivered, as the
        case may be, with respect to such number.  The Committee may, in
        its sole discretion, modify or accelerate the vesting of shares of
        Restricted Stock.




        VIII.     Options

             The Grant of Options shall be upon the following rules and
        conditions:

             A.   Option Grants:  Options shall be evidenced by Option
        agreements.  Such agreement shall conform to the requirements of
        the Plan, and may contain such other provisions (including, but
        not limited to, vesting provisions, restrictions upon the exercise
        of the Option, or provisions for the protection of Options in the
        event of mergers, consolidations, dissolutions, and liquidation
        affecting either the agreement or the shares subject to such
        Options) as the Committee shall deem advisable at the time of
        grant.

             B.   Option Price:  The price at which Common Stock may be
        purchased upon exercise of an Option shall be determined by the
        Committee, but shall not be less than the greater of the Fair
        Market Value of such shares on the date the Option is granted or
        the par value of such Common Stock.  In the case of a Ten Percent
        Stockholder, the price at which Common Stock may be purchased upon
        the exercise of the Option intended to be an Incentive Stock
        Option shall not be less than 110% of Fair Market Value of such
        shares on the date of grant.

             C.   Terms of Options:  The Option agreements shall specify
        when an Option may be exercisable and the terms and conditions
        applicable in the event of the Recipient's termination of
        employment during the Option's term.  In any case, no Incentive
        Stock Option may be granted after 10 years from the Consummation
        Date and the term of an Option which is an Incentive Stock Option
        shall in no event be greater than 10 years.  In the case of a Ten
        Percent Stockholder, the term of an Incentive Stock Option shall
        in no event be greater than 5 years.

             D.   Incentive Stock Options:  Each provision of the Plan and
        each Option agreement relating to an Option intended to be an
        Incentive Stock Option shall be construed so that it will qualify
        as an incentive stock option as defined in Section 422 of the Code
        to the maximum extent possible.  In no event may a Recipient be
        granted Incentive Stock Options which do not comply with such
        grant and vesting limitations as may be prescribed by the Code.
        To the extent that the aggregate Fair Market Value of Common Stock
        with respect to which Incentive Stock Options are exercisable for
        the first time by any individual during any calendar year, under
        all plans of the Corporation and any Parent or Subsidiary
        Corporation, exceeds $100,000, such excess Options shall be
        treated as Options which are not Incentive Stock Options.

             E.   Payment of Exercise Price:  The exercise price of the
        Option shall be paid as follows:  (i) in full in cash at the time
        of the exercise; (ii) with the consent of the Committee, in whole
        or in part in Common Stock valued at Fair Market Value, whether




        such Common Stock be (a) tendered by the Recipient or (b) withheld
        by the Corporation pursuant to a request by the Recipient to have
        part of the shares covered by the Option withheld in payment of
        the exercise price; (iii) in whole or in part through the exercise
        of an SAR; or (iv) by any other means determined by the Committee.
        A Recipient shall have the rights of a stockholder with respect to
        any shares subject to an Option from and after its exercise until
        a certificate for such shares shall have been issued to him.

        IX.  Stock Appreciation Rights

             The grant of Stock Appreciation Rights ("SARs") shall be
        subject to the following rules and conditions:

             A.   Stock Appreciation Right Grants:  Stock Appreciation
        Rights are rights to receive a payment in cash, Common Stock,
        Restricted Stock or Deferred Stock, as selected by the Committee.
        These rights, which are determined by the appreciation in Common
        Stock, shall be evidenced by Stock Appreciation Rights agreements.
        Such agreements shall conform to the requirements of the Plan and
        may contain such other provisions (including, but not limited to,
        vesting and forfeiture provisions, or provisions for protection of
        such SARs in the event of mergers, consolidations, dissolutions
        and liquidation affecting either the agreement or the shares on
        which the SARs are based) as the Committee shall deem advisable at
        the time of grant.  An SAR may be granted in tandem with all or a
        portion of a related Option under the Plan ("Tandem SAR") or may
        be granted separately ("Freestanding SAR").  A Tandem SAR may be
        granted either at the time of the grant of the related Option or
        at any time thereafter during the term of the related Option,
        shall have a term equal to the remaining term of the related
        Option, and shall be capable of being exercised only to the extent
        that the related Option is capable of being exercised.  In no
        event shall a Freestanding SAR be exercisable within the first six
        months of its grant, or in the case of a Tandem SAR within the
        first six months of the grant of the related Option.  In no event
        shall the term of a Freestanding SAR exceed 5 years.  The term of
        a Freestanding SAR shall be set by the Committee at the time of
        grant.

             B.   SAR Exercise Value:  The Exercise Value of a Tandem SAR
        shall be the exercise price under the related Option.  The
        Exercise Value of a Freestanding SAR shall not be less than 100%
        of the Fair Market Value of the Common Stock, as determined by the
        Committee, on the date of grant of the Freestanding SAP.

             C.   Exercise of SAR:  A Tandem SAR and a Freestanding SAR
        shall entitle the Recipient to receive a payment equal to the
        excess of the Fair Market Value of the shares of Common Stock
        covered by the SAR on the date of exercise over the exercise value
        of the SAR.  Notwithstanding the foregoing, at any time prior to
        the exercise of the SAR, the Committee may unilaterally limit the
        amount it will pay in excess of the Exercise Value on




        account of the SAR. Such payment may be in cash, in shares of
        Common Stock, Deferred Stock, Restricted Stock or any combination
        as the Committee shall determine.  As determined by the Committee
        at the time of grant, a Tandem SAR may be issued either as an
        irrevocable alternative to the exercise of the related Option, or
        as a right to be automatically exercised in connection with the
        exercise of the related Option.  Upon exercise of a Tandem SAR
        which is issued as an irrevocable alternative to the related
        Option, the related Option shall be canceled automatically to the
        extent of the number of shares covered by such exercise, and such
        shares shall no longer be available for grant under this Plan.
        Upon exercise of an Option with respect to which a Tandem SAR has
        been issued as an irrevocable alternative to the Option, the
        Tandem SAR shall be canceled automatically to the extent of the
        number of shares covered by the exercise of the related Option and
        such SARs shall no longer be available for grant under this Plan.

             D.   Terms of SAR:  SARs shall be subject to the same terms
        and conditions applicable to Options as stated in Section 8.3.
        SARs shall also be subject to such other terms and conditions not
        inconsistent with this Plan as shall be determined by the
        Committee at the time of grant. Vesting of a Freestanding SAR
        shall be determined by the Committee at the time of grant. Vesting
        of a Tandem SAR shall be the same as the related Option.

        X.   Discounted Option

             The grant of Discounted Options shall be subject to the
        following rules and conditions:

             A.   Discounted Option Grant:  Discounted Options shall be
        evidenced by Discounted Option agreements.  Such agreements shall
        conform to the requirements of the plan, and may contain such
        other provisions (including, but not limited to, vesting and
        forfeiture provisions, restrictions upon the exercise of the
        Discounted Option, or provisions for the protection of the
        Discounted Option in the event of mergers, consolidations,
        dissolutions and liquidation affecting either the agreements of
        the shares subject to such Options) as the Committee shall deem
        advisable at the time of grant.  A Discounted Option can be
        granted in order to allow a Participant to defer current
        compensation (including director's fees) or as an additional
        benefit to a Participant.

             B.   Discounted Option Price:  The price at which Common
        Stock may be purchased upon exercise of a Discounted Option shall
        be a stated percentage of the Fair Market Value or as otherwise
        determined by the Committee at the tine of grant.  The price of a
        Discounted Option at the discretion of the Committee, may include
        a cost guarantee against a decline in the Fair Market Value of the
        Shares subject to the Option where appropriate, or a provision
        that the original discount shall be paid in cash, without
        interest, if the Option expires unexercised.




             C.   Terms of Discounted Option:  The Discounted Option
        agreement shall specify when a Discounted Option may be
        exercisable and the terms and conditions applicable in the event
        of the termination of Recipient's employment or association with
        the Corporation during the discounted Option term.

             D.   Payment of Discounted Option Exercise Price:  The
        exercise price of the Discounted Option shall be paid in full in
        cash or, with the consent of the Committee, in whole or in part
        with Common Stock valued at Fair Market Value.  The Committee may
        permit Common Stock used as payment to be (i) tendered by the
        Recipient or (ii) withheld by the Corporation pursuant to an
        election by the Recipient to have part of the shares covered by
        the Option withheld in payment of the exercise price.  A Recipient
        shall have the rights of a stockholder with respect to any Shares
        subject to a Discounted Option from and after its exercise until a
        stock certificate for such shares shall have been received by him.

        XI.  Awards to Officers and Directors

             A.   General:  Awards may be granted to officers or directors
        of the Corporation only (i) if approved by the full Board, (ii) if
        approved by, or only in accordance with the recommendations of a
        committee of two or more Non-Employee Directors, (iii) if approved
        by the stockholders of the Corporation before or after the grant
        but not later than the date of the next annual meeting of
        stockholders, or (iv) if the Award granted hereunder or received
        upon exercise of any Award granted hereunder must by its terms be
        held for at least six months from the date of grant.

             B.   Change of Rule:  Notwithstanding Section 11.1, in the
        event that Rule 16b-3 is further amended after August 15, 1996 the
        Committee may, to the extent it determines appropriate, adopt any
        different rules for administration of the Plan so that any Awards
        to officers or directors will qualify for exemption under
        Rule 16b-3.

        XII. Adjustments Upon Changes in Capitalization

             In the event of a reorganization, recapitalization, stock
        split, stock dividend, combination of shares, merger,
        consolidation or any other change in the corporate structure of
        the Corporation affecting Common Stock, or a sale by the
        Corporation of all or part of its assets, or any distribution to
        stockholders other than a normal cash dividend, the Board shall
        make appropriate adjustments in the number and kind of shares
        authorized by the Plan and any adjustments to outstanding Awards
        as it determines appropriate.  No fractional shares of Common
        Stock shall be issued pursuant to such an adjustment, however, and
        the Fair Market Value of any fractional shares resulting from
        adjustments pursuant to this section shall be paid in cash to the
        Recipient.




        XIII.     Effective Date, Termination and Amendment

             The Plan shall become effective on the Consummation Date
        under the Plan of Reorganization of Cambridge Biotech Corporation
        under Chapter 11 of the United States Bankruptcy Code confirmed by
        the United States Bankruptcy Court for the District of
        Massachusetts (Case No. 94-43054-JFQ).  The Plan shall remain in
        full force and effect until terminated by the Board, which shall
        have the power to amend, suspend or terminate the Plan at any time
        including, without limitation, the power to amend the Plan so as
        to allow the Plan to conform to any exemption now available or to
        become available under the provisions of the Rule or any
        subsequent rule or regulation enacted in its place; provided, that
        no such amendment shall be made without stockholder approval which
        shall:

                  a.   Increase (except as provided in Section 5 and
             Section 12) the total number of shares available for issuance
             pursuant to the Plan.

                  b.  Change the class of person eligible to be
             Recipients.

                  c. Decease the exercise price of Options stated in
             Section 8 and Section 10 or the exercise value of the SARs
             stated in Section 9.

                  d.  Change the Plan in such a way as to require
             stockholder approval of such change under Section 424 of the
             Code.

        XIV. Forfeiture

             Awards may provide that they are forfeitable if the Recipient
        terminates his or her employment with the Corporation or a Related
        Company, for any reasons other than death or retirement, except
        that the Committee shall have the authority to provide for their
        continuation in whole or in part whenever in its judgment the
        Committee shall determine that such continuation is in the best
        interests of the Corporation.  Awards may furthermore be forfeited
        by a Recipient if the Committee determines that the Recipient is
        at any time engaged in any activity harmful to the interest of, or
        in competition with, the (Corporation or a Related Company or
        accepts employment with a competitor.

        XV.  Non-Assignability

             Awards of Incentive Stock Options may not be pledged,
        assigned or transferred for any reason during the Recipient's
        lifetime except pursuant to a qualified domestic relations order,
        and any attempt to do so shall be void.  The pledge, assignment or
        transfer of any other Award may be restricted to the extent




        determined by the Committee on a case-by-case basis in granting
        any Award.

        XVI. Beneficiary Upon Recipient's Death

             In the event of the death of a Recipient, all of such
        Recipient's interest in any Award shall pass to such Recipient's
        personal representative, heir or distributee, which personal
        representative, heir or distributee shall be subject to all of the
        terms mad conditions of the Award.

        XVII.     Change of Control

             A.   Vesting:  Notwithstanding any other provisions of the
        Plan to the contrary, upon the occurrence of a Change of Control
        (as defined below) the forfeitability provisions with respect to
        any Awards, including Awards of Deferred Stock, Restricted Stock,
        Options, Discounted Options or Stock Appreciation Rights, and any
        restrictions on exercise of an Award resulting from termination of
        employment, will lapse and such Awards shall be fully vested and
        nonforfeitable.  Upon the occurrence of a Change of Control, all
        the restrictions on Restricted Stock shall lapse and be of no
        effect and the Corporation shall deliver to the holder of such
        shares certificates representing the number of shares and
        securities on which restrictions have so lapsed, within 30 days of
        the Change of Control.  The replacement shares will only be
        delivered upon tender by the holder of such certificates which may
        have been previously delivered to the Recipient of Restricted
        Stock bearing legends with respect to such restrictions.

             B.   Change of Control Defined:  A "Change of Control" shall
        be deemed to have occurred on the earlier of (i) the close of
        business on the 10th day after the date of the first public
        announcement (including a press release or a report filed pursuant
        to Section 13(d) of the Exchange Act) by the Corporation or any
        person that such person has become the owner of 20% or more of the
        (Corporation's Voting Power or (ii) immediately prior to
        consummation of a tender or exchange offer if, upon consummation
        thereof, the person making such offer would become owner of 20% or
        more of the Corporation's Voting Power.  Notwithstanding the
        foregoing, no person shall be considered to have become the owner
        of 20% or more of the Voting Power merely as a result of
        acquisitions of Common Stock by the Corporation which, by reducing
        the number of shares outstanding, increased the proportionate
        shares beneficially owned, directly or indirectly, by such person;
        except that if such person becomes the owner of 20% or more of the
        Voting Power in such manner, then the acquisition of any
        additional shares by such person will be deemed to be a Change of
        Control.

             C.   Other Definitions:  For purposes of determining a Change
        of Control, a "person" as used in this Section 17 shall not
        include (i) the Corporation, (ii) any Affiliate of the
        Corporation, (iii) any employee benefit plan of the Corporation




        or of any Affiliate of the Corporation, or (iv) any entity or
        person holding shares of Common Stock, organized, appointed or
        established by the Corporation or any Affiliate for or pursuant to
        the terms of any such plan.

             For purposes of this Section 17, a Disinterested Director is
        any person who is not (i) an employee of the Corporation or any
        Affiliate, (ii) a person who owns 20% or more of the Voting Power
        of the Corporation, or a representative or a nominee of such
        person, or (iii) a person who becomes a member of the Board
        subsequent to the date of this Plan, unless such person's
        nomination is recommended or approved by a majority of directors
        who are not described in (i) or (ii) above.

             References herein to a person's Voting Power means the
        beneficial ownership (as defined in Rule 13d-3 under the Exchange
        Act), directly or indirectly, by that person of securities
        possessing the specified level of the combined voting power of all
        the Corporation's then outstanding securities entitled to vote in
        election of directors.

        XVIII.    General Provisions

             A.   No Employment:  Nothing contained in the Plan or in any
        Award granted pursuant to the Plan shall confer upon any Employee
        any right with respect to continuance of employment by the
        Corporation or an Affiliate, nor interfere in any way with the
        right of the Corporation or an Affiliate to terminate the
        employment of any employee at any time with or without assigning
        any reason therefor.

             B.   Transfers:  For purposes of this Plan, transfer of
        employment between the Corporation and its Affiliates shall not be
        deemed termination of employment.

             C.   Taxes:  Appropriate provision may be made for all taxes
        required to be withheld in connection with any Award, the exercise
        thereof and the transfer of shares of Common Stock with respect of
        any federal, state or local withholding taxes whether domestic or
        foreign.

             D.   Business Days:  If any day on or before which action
        under the Plan must be taken falls on a Saturday, Sunday or legal
        holiday, such action may be taken on the next succeeding day not a
        Saturday, Sunday or legal holiday.

             E.   Foreign Participants:  Without amending the Plan, Awards
        may be granted to employees who are foreign nationals or employed
        outside the United States or both, on such terms and conditions
        different from those specified in the Plan as may, in the judgment
        of the Committee, be necessary or desirable to further the purpose
        of the Plan.




             F.   Governing Law:  To the extent that federal laws (such as
        the Exchange Act, the Code, or the Employee Retirement Income
        Security Act of 1974) do not otherwise control, the Plan and all
        determinations made and actions taken pursuant hereto shall be
        governed by the law of Delaware and interpreted accordingly.

             G.   Amendment:  The Committee may amend any outstanding
        Awards to the extent it deems appropriate.  Such amendment may be
        unilateral by the Committee, except in the case of amendments
        adverse to the Recipient, in which case the Recipient's consent is
        required to any such amendment.  The Committee may permit a
        Recipient to exchange rights of any kind awarded hereunder for
        other rights hereunder at any time.  Incentive Stock Options
        awarded hereunder may be converted to Non-Qualified Options upon
        approval of the Committee.  The Committee may grant Awards under
        this plan to evidence the assumption by the Corporation of, and in
        substitution for, outstanding grants from an acquired company.

        Approved by the Board of Directors:     October 28, 1996