Exhibit 10.2

                    FIRST HORIZON PHARMACEUTICAL CORPORATION
                      1997 NON-QUALIFIED STOCK OPTION PLAN


1.   Purposes of the Plan: The purposes of this Stock Plan are:

     *    to attract and retain the best  available  personnel  for positions of
          substantial responsibility,

     *    to provide  additional  incentive  to  Employees,  and to promote  the
          success of the Company's business.

     *    to promote the success of the Company's business.

2.   Definitions. As used herein, the following definitions shall apply:

     (a)  "Administrator"  means the Board or any of its  Committees as shall be
administering the Plan, in accordance with Section 4 of the Plan.

     (b)  "Applicable  Laws"  means  the  legal  requirements  relating  to  the
administration  of stock option plans under state  corporate and securities laws
and the Code.

     (c) "Code" means the Board of Directors of the Company.

     (e) "Code" means the Internal Revenue Code of 1986, as amended.

     (f) "Committee" means a Committee appointed by the Board in accordance with
Section 4 of the Plan.

     (g) "Common Stock" means the Common Stock of the Company.

     (h)  "Company"  means  Horizon  Pharmaceutical   Corporation,   a  Delaware
corporation.

     (i)   "Continuous   Status  as  an  Employee"  means  that  the  employment
relationship with the Company, any Parent, or Subsidiary,  is not interrupted or
terminated. Continuous Status as an Employee shall not be considered interrupted
in the  case of (i)  any  leave  of  absence  approved  by the  Company  or (ii)
transfers between  locations of the Company or between the Company,  any Parent,
any  Subsidiary,  or any successor.  A leave of absence  approved by the Company
shall include sick leave,  military  leave, or any other personal leave approved
by an authorized representative of the Company.

     (j) "Director" means a member of the Board.

     (k)  "Disability"  means total and  permanent  disability as defined in the
Company's long-term disability plan or, in the event the Company does not have a
long-term disability plan, as defined in Section 22(e)(3) of the Code.



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     (l) `Employee' means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company.  Neither service as a
Director  nor  payment  of a  director's  fee by the  Company  shall  be  solely
sufficient to constitute "employment" by the Company.

     (m) "Exchange Ace' means the Securities Exchange Act of 1934, as amended.

     (n) "Fair Market  Value" means,  as of any date,  the value of Common Stock
determined as follows:

          (i) If the Common Stock is listed on any established stock exchange or
a national  market system,  including  without  limitation  the Nasdaq  National
Market  of the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  "NASDAQ")  System,  the Fair Market  Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were  reported) as quoted on such system or exchange  (or the exchange  with the
greatest volume of trading in Common Stock) on the last market trading day prior
to the day of  determination,  as reported  in The Wall  Street  Journal or such
other source as the Administrator deems reliable;

          (ii) If the Common  Stock is quoted on the NASDAQ  System  (but not on
the Nasdaq  National  Market  thereof) or is  regularly  quoted by a  recognized
securities dealer but selling prices are not reported,  the Fair Market Value of
a Share of Common  Stock  shall be the mean  between  the high bid and low asked
prices for the Common  Stock on the last market  trading day prior to the day of
determination,  as reported in The Wall Street  Journal or such other  source as
the Administrator deems reliable;

          (iii) In the absence of an  established  market for the Common  Stock,
the Fair Market Value shall be determined in good faith by the Administrator.

     (o) "Notice of Grant" means a written notice  evidencing  certain terms and
conditions  of an individual  Option  grant.  The Notice of Grant is part of the
Option Agreement.

     (p)  "Officer"'  means a person who is an officer of the Company within the
meaning  of  Section  16 of the  Exchange  Act and  the  rules  and  regulations
promulgated thereunder.

     (q) "Option" means a stock option granted pursuant to the Plan.

     (r) "Option Agreement" means a written agreement between the Company and an
Optionee  evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

     (s) "Option Exchange Program" means a Program whereby  outstanding  options
are surrendered in exchange for options with a lower exercise price.



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<PAGE>

     (t) "Optioned  Stock" or "Option  Shares" means the Common Stock subject to
an Option.

     (u) "Optionee" means an Employee who holds an outstanding Option.

     (v)  "Parent"  means  a  `parent  corporation',  whether  now or  hereafter
existing, as defined in Section 424(e) of the Code.

     (w) "Plan" means this 1997 Non-Qualified Stock Option Plan.

     (x) "Rule 16b-3"  means Rule 16b-3 of the Exchange Act or any  successor to
Rule 16b-3,  as in effect when discretion is being exercised with respect to the
Plan.

     (y) "Share"  means a share of the Common  Stock,  as adjusted in accordance
with Section 12 of the Plan.

     (z) "Subsidiary" means a `subsidiary corporation', whether now or hereafter
existing, as defined in Section 424(f) of the Code.

3.   Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 1,000,000 Shares. The Shares may be authorized,  but unissued,
or reacquired Common Stock.

     If  an  Option  expires  or  becomes  unexcersisable  without  having  been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased  Shares which were subject thereto shall become available for future
grant or sale  under  the Plan  (unless  the  Plan  has  terminated);  provided,
however,  that Shares that have actually been issued under the Plan shall not be
returned  to the Plan and shall not become  available  for  future  distribution
under the Plan.

4.   Administration of the Plan.

     (a) Procedure.

          (i) Multiple  Administrative  Bodies.  If permitted by Rule 16b-3,  if
applicable,  the Plan may be  administered  by different  bodies with respect to
Directors,  Officers  who are  not  Directors,  and  Employees  who are  neither
Directors nor Officers.

          (ii)  Administration with Respect to Directors and Officers Subject to
Section  16(b).  With respect to Option  grants made to  Employees  who are also
Officers or Directors  subject to Section  16(b) of the  Exchange  Act, the Plan
shall be  administered by (A) the Board, if the Board may administer the Plan in
compliance   with  the  rules   governing  a  plan  intended  to  qualify  as  a
discretionary plan under Rule 16b-3, or (B) a committee  designated by the Board
to administer the Plan,  which committee shall be constituted to comply with the
rules  governing a plan intended to qualify as a  discretionary  plan under Rule
16b-3. Once appointed,  such Committee shall continue to serve in its designated
capacity until otherwise  directed by the Board. From time to time the Board may
increase  the size of the  Committee  and  appoint  additional  members,  remove
members (with or without cause) and


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<PAGE>


substitute new members,  fill vacancies (however caused), and remove all members
of the Committee and thereafter  directly administer the Plan, all to the extent
permitted by the rules  governing a plan intended to qualify as a  discretionary
plan under Rule 16b-3.

          (iii)Administration with Respect to Directors and Officers Not Subject
to Section  16(b) and with  Respect  to Other  Persons.  With  respect to Option
grants made to  Directors  and  Officers  not subject to Section  16(b) and with
respect  to Option  grants  made to  Employees  who are  neither  Directors  nor
Officers of the Company,  the Plan shall be administered by (A) the Board or (B)
a committee  designated by the Board,  which  committee  shall be constituted to
satisfy  Applicable  Laws.  Once  appointed,  such Committee  shall serve in its
designated  capacity  until  otherwise  directed  by the  Board.  The  Board may
increase  the size of the  Committee  and  appoint  additional  members,  remove
members  (with or without  cause) and  substitute  new members,  fill  vacancies
(however  caused),  and  remove  all  members of the  Committee  and  thereafter
directly administer the Plan, all to the extent permitted by Applicable Laws.

     (b) Powers of the Administrator. Subject to the provisions of the Plan, and
in the case of a  Committee,  subject to the  specific  duties  delegated by the
Board  to  such  Committee,  the  Administrator  shall  have  authority,  in its
discretion:

          (i) to  determine  the Fair  Market  Value  of the  Common  Stock,  in
accordance with Section 2(m) of the Plan;

          (ii) to select the Employees to whom Options may be granted hereunder;

          (iii) to  determine  whether  and to what  extent  Options are granted
hereunder;

          (iv) to  determine  the number of shares of Common Stock to be covered
by each Option granted hereunder,

          (v) to approve forms of agreement for use under the Plan;

          (vi) to determine the terms and conditions,  not inconsistent with the
terms of the Plan, of any award  granted  hereunder.  Such terms and  conditions
include,  but are not limited  to, the  exercise  price,  the time or times when
Options  may be  exercised  (which may be based on  performance  criteria),  any
vesting  acceleration  or  waiver  of  forfeiture  restrictions,  any  right  to
repurchase  Option  Shares by the Company,  and any  restriction  or  limitation
regarding any Option or the shares of Common Stock  relating  thereto,  based in
each case on such factors as the  Administrator,  in its sole discretion,  shall
determine;

          (vii) to reduce the  exercise  price of any Option to the then current
Fair Market Value if the Fair Market  Value of the Common Stock  covered by such
Option shall have declined since the date the Option was granted;



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<PAGE>

          (viii) to  construe  and  interpret  the terms of the Plan and  awards
granted pursuant to the Plan;

          (ix) to prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plans  established for
the purpose of qualifying for preferred tax treatment under foreign tax laws;

          (x) to modify or amend each Option  (subject  to Section  14(c) of the
Plan),  including  the  discretionary  authority to extend the  post-termination
exercisability  period of Options  longer than is otherwise  provided for in the
Plan;

          (xi) to  authorize  any person to execute on behalf of the Company any
instrument  required to effect the grant of an Option previously  granted by the
Administrator;

          (xii) to institute an Option Exchange Program;

          (xiii) to determine the terms and restrictions  applicable to Options;
and

          (xiv) to make all other  determinations  deemed necessary or advisable
for administering the Plan.

     (c) Effect of  Administrator's  Decision.  The  Administrator's  decisions,
determinations and  interpretations  shall be final and binding on all Optionees
and any other holders of Options.

5. Eligibility. Options may be granted to Employees as provided in Section 21 of
the Plan. If otherwise eligible,  an Employee who has been granted an Option may
be granted additional Options.

6. Limitations.

     (a) Each Option shall be designated in the Notice of Grant.

     (b) Neither the Plan nor any Option shall confer upon an Optionee any right
with respect to continuing the Optionee's employment with the Company, nor shall
they  interfere in any way with the Optionee's  right or the Company's  right to
terminate such employment at any time, with or without cause.

     (c)  The  following  limitations  shall  apply  to  grants  of  Options  to
Employees:

          (i) The foregoing  limitations  shall be adjusted  proportionately  in
connection  with any change in the  Company's  capitalization  as  described  in
Section 12.

          (ii) If an Option is  canceled  in the same fiscal year of the Company
in which it was granted (other than in connection  with a transaction  described
in Section 12), the canceled  Option will be counted against the limit set forth
in Section  6(c)(i).  For this  purpose,  if the exercise  price of an Option is
reduced, the transaction will be treated as a cancellation of the Option and the
grant of a new Option.



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<PAGE>

7. Term of Plan.  Subject  to  Section  18 of the Plan,  the Plan  shall  become
effective upon the earlier to occur of its adoption by the Board or its approval
by the  shareholders  of the Company as described in Section 18 of the Plan.  It
shall continue in effect for a term of ten (10) years unless terminated  earlier
under Section 14 of the Plan.

8. Term of  Option.  The term of each  Option  shall be stated in the  Notice of
Grant.

9. Option Exercise Price and Consideration.

     (a)  Exercise  Price.  The per share  exercise  price for the  Shares to be
issued   pursuant  to  exercise  of  an  Option  shall  be   determined  by  the
Administrator.

     (b) Waiting  Period and Exercise  Dates.  At the time an Option is granted,
the Administrator  shall fix the period within which the Option may be exercised
and shall determine any conditions which must be satisfied before the Option may
be exercised.  In so doing, the Administrator may specify that an Option may not
be exercised until the completion of a service period

     (c) Form of Consideration. The Administrator shall determine the acceptable
form of consideration for exercising an Option, including the method of payment.
Such consideration may consist entirely of:

          (i) cash,

          (ii) check;

          (iii)  other  Shares  which  (A) in the case of Shares  acquired  upon
exercise  of an Option,  have been owned by the  Optionee  for more than six (6)
months on the date of surrender, and (B) have a Fair Market Value on the date of
surrender  equal to the aggregate  exercise price of the Shares as to which said
Option shall be exercised;

          (iv) delivery of a properly  executed  exercise  notice  together with
such other  documentation as the  Administrator  and the broker,  if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price;

          (v) a  reduction  in  the  amount  of  any  Company  liability  to the
Optionee,  including any liability attributable to the Optionee's  participation
in any Company-sponsored deferred compensation program or arrangement;

          (vi) any combination of the foregoing methods of payment; or

          (vii) such other  consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws.



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<PAGE>

10. Exercise of Option.

     (a) Procedure for Exercise;  Rights as a  Shareholder.  Any Option  granted
hereunder  shall be  exercisable  according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement.

     An Option may not be exercised for a fraction of a Share.

     An Option shall be deemed exercised when the Company receives:  (i) written
notice of exercise (in  accordance  with the Option  Agreement)  from the person
entitled  to  exercise  the  Option,  and (ii) full  payment for the Shares with
respect  to which the  Option is  exercised.  Full  payment  may  consist of any
consideration  and  method  of  payment  authorized  by  the  Administrator  and
permitted by the Option  Agreement and the Plan.  Shares issued upon exercise of
an  Option  shall  be  issued  in the  name of the  Optionee.  Until  the  stock
certificate  evidencing  such Shares is issued (as evidenced by the  appropriate
entry on the books of the Company or of a duly authorized  transfer agent of the
Company),  no  rights to vote or  receive  dividends  or any  other  rights as a
shareholder shall exist with respect to the Optioned Stock,  notwithstanding the
exercise of the Option.  The  Company  shall issue (or cause to be issued)  such
stock certificate promptly after the Option is exercised.  No adjustment will be
made for a dividend  or other  right for which the  record  date is prior to the
date the stock  certificate  is issued,  except as provided in Section 12 of the
Plan.

     Exercising  an Option in any  manner  shall  decrease  the number of Shares
thereafter  available,  both for  purposes  of the Plan and for sale  under  the
Option, by the number of Shares as to which the Option is exercised.

     (b) Termination of Employment.

     Unless otherwise specified by the Administrator in writing at or subsequent
to the grant,  upon termination of employment for any reason other than upon the
Optionee's Disability,  death or retirement at or after age 65, the Option shall
terminate and the Optionee's  right to exercise any Option shall end immediately
upon  the  termination  of  employment.  For  purposes  of this  Section  10(b),
"termination  of  employment"  shall be deemed to have  occurred at the close of
business on the last day on which the Optionee is carried as an active  employee
on the records of the Company.

     If the Optionee is given the right in writing to exercise such Option for a
specified period of time following  termination of employment,  the Optionee may
exercise  such  Option,  but only within such period of time as is  specified in
such writing,  and only to the extent that the Optionee was entitled to exercise
it at the date of  termination  of  employment  (but in no event  later than the
expiration of the term of such Option as set forth in the Notice of Grant).  If,
at the date of  termination  of  employment  , the  Optionee is not  entitled to
exercise the entire Option,  the Shares covered by the unexercisable  portion of
the Option shall revert to the Plan. If, after  termination  of employment,  the
Optionee  does not exercise  the Option  within the time  specified,  the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.



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     (c)  Disability  of Optionee.  In the event that an  Optionee's  Continuous
Status as an Employee terminates as a result of the Optionee's  Disability,  the
Optionee may exercise the Option at any time within  twelve (12) months from the
date of such termination,  but only to the extent that the Optionee was entitled
to exercise it at the date of such  termination  (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant).  If,
at the date of termination,  the Optionee is not entitled to exercise the entire
Option,  the Shares  covered by the  unexercisable  portion of the Option  shall
revert to the Plan.  If, after  termination,  the Optionee does not exercise the
Option within the time specified  herein,  the Option shall  terminate,  and the
Shares covered by such Option shall revert to the Plan.

     (d) Death of Optionee. In the event of death of an Optionee, the Option may
be exercised at any time within  twelve (12) months  following the date of death
(but in no event  later than the  expiration  of the term of such  Option as set
forth in the  Notice of  Grant),  by the  Optionee's  estate or by a person  who
acquired  the right to exercise the Option by bequest or  inheritance,  but only
the extent that the  Optionee was entitled to exercise the Option at the date of
death.  If, at the time of death,  the Optionee was not entitled to exercise the
entire  Option,  the Shares covered by the  unexercisable  portion of the Option
shall immediately  revert to the Plan. If, after death, the Optionee's estate or
a person who acquired the right to exercise the Option by bequest or inheritance
does not exercise the Option within the time specified herein,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

     (e) Rule 16b-3.  Options granted to individual subject to Section 16 of the
Exchange Act  ("Insiders")  must comply with the  applicable  provisions of Rule
16b-3 and shall contain such  additional  conditions or  restrictions  as may be
required  thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

     (f) Retirement At or After Age 65. Upon  retirement  from the Company at or
after age 65, the Option may be  exercised  by the retired  Employee at any time
during the  Option's  term as set forth in the Notice of Grant.  In the event of
the death of such retired  Employee  prior to the expiration of the term of such
Option as set forth in the Notice of Grant,  the  provisions of Paragraph (d) of
this Section 10 shall apply.

11.  Non-Transferability  of  Options.  An  Option  may  not be  sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

12.  Adjustments upon Changes in  Capitalization,  Dissolution,  Merger or Asset
Sale.

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Option,  and the number of shares of Common  Stock which have
been  authorized for issuance under the Plan but as to which no Options have yet
been  granted  or which  have been  returned  to the Plan upon  cancellation  or


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<PAGE>

expiration of an Option,  as well as the price per share of Common Stock covered
by each such  outstanding  Option,  shall be  proportionately  adjusted  for any
increase or decrease in the number of issued  shares of Common  Stock  resulting
from a  stock  split,  reverse  stock  split,  stock  dividend,  combination  or
reclassification  of the Common Stock,  or any other increase or decrease in the
number  of  issued  shares  of  Common  Stock   effected   without   receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

     (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company,  to the extent that an Option has not
been  previously   exercised,   it  will  terminate  immediately  prior  to  the
consummation of such proposed action. The Board may, in the exercise of its sole
discretion in such  instances,  declare that any Option shall  terminate as of a
date fixed by the Board and give each  Optionee the right to exercise the Option
as to all or any part of the Optioned  Stock,  including  Shares as to which the
Option would not otherwise be exercisable.

     (c) Merger, Reorganization or Asset Sale. "For purposes of this Section 12,
"Reorganization  of the Company" shall mean a merger of the Company with or into
another  corporation,  a reorganization or consolidation in which the Company is
not the  surviving or acquiring  company,  a sale of  securities  of the Company
whereby the Company becomes a wholly-owned subsidiary of another company, or the
sale of  substantially  all of the  assets  of the  Company.  In the  event of a
Reorganization  of the  Company,  each  outstanding  Option may be assumed or an
equivalent option or right may be substituted by the successor  corporation or a
Parent of the successor  corporation.  For purposes of this paragraph,  the term
"successor  corporation" shall include the acquiring  company,  the purchaser of
substantially  all of the assets of the Company,  and any successor company in a
merger,  reorganization or consolidation,  as the case may be. In the event each
outstanding  Option is not so assumed or any  equivalent  option or right not so
substituted,  then (i) any vesting  period  shall end and any  unvested  Options
shall become immediately  exercisable,  and (ii) the Administrator  shall notify
the  Optionee  that the  Option  shall be fully  exercisable  to the  extent not
exercised  for a period of twenty  (20) days from the date such notice is given,
and the Option  will  terminate  upon the  expiration  of such  period.  For the
purposes of this paragraph, the Option shall be considered assumed if, following
the Reorganization of the Company, the option confers the right to purchase, for
each Share of  Optioned  Stock  subject to the Option  immediately  prior to the
Reorganization of the Company,  the consideration  (whether stock, cash or other
securities or property) received in the Reorganization of the Company by holders
of Common  Stock for each Share held on the  effective  date of the  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);
provided,  however, that if such consideration received in the Reorganization of
the Company was not solely  common  stock of the  successor  corporation  or its
Parent,  the Administrator  may, with the consent of the successor  corporation,
provide for the  consideration  to be received  upon the exercise of the Option,
for each Share of  Optioned  Stock  subject to the Option,  to be solely  common
stock of the successor  corporation  or its Parent equal in fair market value to
the  per  share  consideration  received  by  holders  of  Common  Stock  in the
Reorganization of the Company.



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13. Date of Grant.  The date of grant of an Option  shall be, for all  purposes,
the date on which  the  Administrator  makes  the  determination  granting  such
Option, or such other later date as is determined by the  Administrator.  Notice
of the determination shall be provided to each Optionee within a reasonable time
after the date of such grant.

14. Amendment and Termination of the Plan.

     (a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
suspend or terminate  the Plan,  except the following  amendments  shall require
majority shareholder approval:

          (i) increase in the total number of shares subject to the Plan, except
under Section 12 of the Plan relating to Adjustments; or

          (ii) change in the term of the Plan set forth in Section 7 hereof.

     (b) Shareholder Approval.  The Company shall obtain shareholder approval of
any Plan  amendment to the extent  necessary  and  desirable to comply with Rule
16b-3  (or any  successor  rule or  statute  or other  applicable  law,  rule or
regulation,  including the  requirements of any exchange or quotation  system on
which the Common  Stock is listed or  quoted).  Such  shareholder  approval,  if
required, shall be obtained in such a manner and to such a degree as is required
by the applicable law, rule or regulation.

     (c)  Effect  of  Amendment  or  Termination.   No  amendment,   alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless mutually  agreed  otherwise  between the Optionee and the  Administrator,
which agreement must be in writing and signed by the Optionee and the Company.

15. Conditions upon Issuance of Shares.

     (a) Legal  Compliance.  Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation,  the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, Applicable Laws, and the requirements of
any stock exchange or quotation  system upon which the Shares may then be listed
or quoted,  and shall be  further  subject to the  approval  of counsel  for the
Company with respect to such compliance.

     (b)  Investment  Representations.  As a  condition  to the  exercise  of an
Option,  the Company may require the person  exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the company,  such a representation  is
required.



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<PAGE>

     (c) Restrictions.  Restrictions may be imposed on Shares issued pursuant to
an Option  and a legend  may be  stamped  or  otherwise  imprinted  on the Share
certificates.

     (d) Other Conditions. If the Company determines that listing,  registration
or qualification of Shares (or attempt to obtain an exemption  therefrom) of any
regulatory  body is necessary or  desirable,  the Option may not be exercised in
whole or in part until such  listing,  registration,  qualification,  consent or
approval is effected free of any conditions not acceptable to the Company.

16. Liability of Company.

     (a) Inability to Obtain  Authority.  The inability of the Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     (b) Grants Exceeding  Allotted Shares.  If the Optioned Stock covered by an
Option  exceeds,  as of the date of grant,  the  number  of Shares  which may be
issued under the Plan without additional shareholder approval, such Option shall
be void with respect to such excess Optioned Stock, unless shareholder  approval
of an amendment sufficiently increasing the number of Shares subject to the Plan
is timely obtained in accordance with Section 14 of the Plan.

17.  Reservation of Shares.  The Company,  during the term of this Plan, will at
all  times  reserve  and  keep  available  such  number  of  Shares  as shall be
sufficient to satisfy the requirements of the Plan.

18. Shareholder  Approval.  Continuance of the Plan shall be subject to approval
by the shareholders of the Company within twelve (12) months before or after the
date the Plan is adopted.  Such  shareholder  approval  shall be obtained in the
manner and to the degree  required  under  applicable  Federal and state law. An
Option  shall  not be  exercisable  in  whole  or in part  prior  to the date of
approval of the Plan by the shareholders of the Company.

19.  Exchange  Act. At the time of adoption of the Plan,  it is not  anticipated
that the Company will be subject to the Exchange Act, but provisions relating to
the Exchange Act are included  herein to be  applicable at such time, if any, as
the Company becomes subject to the Exchange Act.

20. Taxes  Withheld.  The Company may require,  as a condition to the  exercise,
that the  Optionee  pay the Company an amount equal to the amount of the tax the
Company  may be  required  to withhold  from  compensation  or collect  from the
Optionee and pay to the applicable taxing authorities.

21.  Eligibility  for  Consideration.  Only  the  following  Employees  shall be
eligible to be considered to receive grant(s) of Options under the Plan:



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<PAGE>

     (a) Employees who were in the  employment of the Company  before January 1,
1996 and who have Continuous Status as an Employee as of the date of grant.

     (b)  Employees who are employed by the Company on or after January 1, 1996,
upon expiration of twelve (12) months' employment with the Company, and who have
Continuous Status as an Employee as of the date of grant.

22.  Determinations  of  Administrator  or  Board.  All  determinations  of  the
Administrator  and the Board in  connection  with the Plan or Options  hereunder
shall be evidenced by minutes or other written  documentation setting forth such
determinations.

23.  Documentation with Respect to Options.  Each Option granted hereunder shall
be evidenced by a written Stock Option  Agreement  dated as of the date of grant
and executed by the Company and the Optionee,  in such form as the Administrator
shall approve from time to time.

24. Temporary or Permanent  Suspension of Grant of Options. The Administrator in
its  discretion  may decide not to grant any Options at any time or from time to
time.

25.  No Right to  Continued  Employment.  Nothing  in the Plan or in any  Option
granted hereunder or in any Stock Option Agreement relating thereto shall confer
upon any Employee the right to continue in the employ of the Company.

26.  Other  Plans.  The  adoption  of the Plan shall not affect any other  stock
option, stock purchase,  incentive or other compensation plans in effect for the
Company,  nor shall the Plan  preclude the Company from  establishing  any other
plans or forms of incentive or other compensation for Employees.

27. Piggyback Registration.

     (a) Registration  Rights.  If the Company shall take action to register the
Shares under the Securities  Act (as then in effect),  the Company will give the
holders of the  Options  acquired  pursuant  to the Plan,  and  Shares  acquired
pursuant to any Option,  written  notice of its intention in that regard and use
all  reasonable  efforts to effect  the  registration  under  said Act,  if such
registration is permissible,  of the Shares  available to Optionees  pursuant to
unexercised and unexpired  Options and Shares acquired by Optionees  pursuant to
this  Plan  (collectively,  "Registrable  Securities")  as may be  specified  by
written notice from any such  Optionees  delivered to the Company within fifteen
(15) business  days after  receipt of the  Company's  notice of its intention to
register any of its securities.

     Nevertheless,  if the offering to which the proposed registration statement
relates  is to be  distributed  by or  through an  underwriter  selected  by the
Company,  each  Optionee  shall  agree  either to sell his Shares  through  such
underwriter on the same terms and conditions as the  underwriter  agrees to sell
securities on behalf of the Company or to withhold any Shares (whether  acquired
before or after  the  effective  date of the  registration  statement)  from the


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<PAGE>

market for a period of one hundred twenty (120) days after the effective date of
the  registration  statement.  Furthermore,  if a  greater  number  of shares of
Registrable Securities is offered for participation in the proposed underwriting
than can be accommodated  without adversely affecting the proposed  underwriting
(in the opinion of the managing underwriter  proposing to underwrite  securities
to be sold by the  Company),  the  Company  may  elect to reduce  the  amount of
Registrable  Securities proposed to be offered for registration for the accounts
of all  persons  other  than the  Company,  including  the  number  of shares of
Registrable  Securities such Optionee was otherwise entitled to register,  to an
aggregate number deemed satisfactory by the managing underwriter.

     (b) Cost of  Registration.  The  costs  and  expenses  of  registration  as
provided herein,  including legal fees,  special audit fees,  printing expenses,
filing  fees and  premiums  for  insurance,  if any,  incurred by the Company in
connection with any Securities Act  registration  shall be borne entirely by the
Company.  The holders of the  Registrable  Securities  who are selling shares of
common stock shall pay only underwriters discounts and commissions in connection
with the sale of  their  Registrable  Securities  pursuant  to the  registration
statements filed.

     (c) Indemnification of Company.  The obligations of the Company to register
any of the Shares hereunder shall be subject to the condition that each Optionee
agrees in writing to indemnify the Company, its officers and directors,  against
all losses,  claims,  damages and liabilities  caused by any untrue statement or
omission  based on  information  furnished  in writing by each  Optionee  to the
Company  expressly for use in a registration  statement,  prospectus or offering
circular.

     (d) Termination of Registration  Rights. The piggyback  registration rights
described  in this  Section 27 shall  terminate  as to any portion of the Shares
when:

          (i) Such portion of the Shares shall have been effectively  registered
under the Securities Act and applicable  state  securities  acts and sold by the
holder thereof in accordance with registration; or

          (ii) A written opinion to the effect a registration is not required or
necessary  under any federal or applicable  state law or  regulation  shall have
been received from legal counsel for the Company; or

          (iii) A "no-action"  letter has been received from the  Securities and
Exchange Commission and the applicable states to the effect that distribution of
such  portion  of  the  Shares  without   registration  will  not  result  in  a
recommendation  by the  staff of the  Commission  or the  respective  states  to
prosecute a violation of the Securities Act or applicable blue sky law, but only
as to the Shares described in the no-action letter.

28. Miscellaneous.

     (a) Whenever used herein,  nouns in the singular  shall include the plural,
and pronouns  shall  include the  masculine  and feminine  gender as the meaning
shall require.



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<PAGE>

     (b) Headings of Sections and Paragraphs hereof are inserted for convenience
of reference only and do not constitute a part of the Plan.

     (c) All  notices to be given  pursuant to the terms of the Plan shall be in
writing.  Notices  required  or  permitted  to be  given  under  the Plan by the
Administrator or the Company under Sections 12 or 27 of the Plan shall be deemed
to have been given on the date which is five (5) days following  deposit of same
in the U.S. mail, registered or certified mail or Express Mail, postage prepaid,
or with a nationally or internationally recognized courier service, prepaid, for
no more than five  (5)-day  delivery,  addressed  to the  addressee  at the last
address shown on the records of the Company.

                                  [END OF PLAN]



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