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                            CELLEX BIOSCIENCES, INC.

                             2000 STOCK OPTION PLAN








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                                TABLE OF CONTENTS

ARTICLE 1         ESTABLISHMENT AND PURPOSES...................................1
                  1.1      Establishment and Effective Date....................1
                  1.2      Purposes............................................1
                  1.3      References to Law...................................1

ARTICLE 2         AWARDS.......................................................2
                  2.1      Form of Awards......................................2
                  2.2      Maximum Shares Available; Maximum Annual Awards.....2
                  2.3      Return of Prior Awards..............................2

ARTICLE 3         ADMINISTRATION...............................................2
                  3.1      Committee...........................................2
                  3.2      Powers of the Committee.............................3
                  3.3      Delegation..........................................3
                  3.4      Interpretations.....................................3
                  3.5      Liability; Indemnification..........................3

ARTICLE 4         ELIGIBILITY..................................................4

ARTICLE 5         STOCK OPTIONS................................................4
                  5.1      Grant of Options....................................4
                  5.2      Designation as Non-Qualified Stock Option or
                           Incentive Stock Option..............................4
                  5.3      Purchase Price......................................4
                  5.4      Exercise and Payment................................5
                  5.6      No Rights as a Stockholder..........................6
                  5.7      Incentive Stock Options.............................6
                  5.8      Conversion of Incentive Stock Options...............6
                  5.9      Non-Qualified Stock Options for Outside Directors...7

ARTICLE 6         LEGENDS; NONTRANSFERABILITY OF OPTIONS ......................7
                  6.1      Legends.............................................7
                  6.2      Nontransferability of Options.......................7

ARTICLE 7         EFFECT OF TERMINATION OF EMPLOYMENT,
                  DISABILITY, RETIREMENT, OR DEATH.............................8
                  7.1      General Rule........................................8
                  7.2      Disability or Retirement............................8
                  7.3      Death...............................................9
                  7.4      Termination of Unvested Options.....................9


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ARTICLE 8         ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC...............9
                  8.1      Adjustments.........................................9
                  8.2      Stock-Dividends and Stock Splits....................9
                  8.3      Consolidation, Acquisition or Merger.  .............9
                  8.4      Recapitalization or Reorganization.................10
                  8.5      Modification of ISOs.  ............................10
                  8.6      Dissolution or Liquidation.........................10
                  8.7      Issuances of Securities............................10
                  8.8      Fractional Shares..................................10
                  8.9      Adjustments.  .....................................10

ARTICLE 9         TERM; AMENDMENT AND TERMINATION.............................11

ARTICLE 10        WRITTEN AGREEMENT ..........................................12

ARTICLE 11        MISCELLANEOUS PROVISIONS....................................12
                  11.1     Tax Withholding....................................12
                  11.2     Securities Laws....................................12
                  11.3     Compliance with Section 16(b)......................13
                  11.4     Successors.........................................13
                  11.5     General Creditor Status............................13
                  11.6     No Right to Employment.............................13
                  11.7     Notices............................................13
                  11.8     Severability.......................................14
                  11.9     Governing Law......................................14

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                            CELLEX BIOSCIENCES, INC.

                             2000 STOCK OPTION PLAN


                                    ARTICLE 1

                           ESTABLISHMENT AND PURPOSES


         1.1   ESTABLISHMENT AND EFFECTIVE DATE. Cellex Biosciences, Inc. a
Minnesota corporation (the "Corporation"), hereby establishes a stock option
plan to be known as the "Cellex Biosciences, Inc. 2000 Stock Option Plan" (the
"Plan"). The Plan shall become effective as of July 19, 2000, subject to the
approval of the stockholders of the Corporation (which is to be obtained within
twelve (12) months from the effective date of the Plan). Upon approval of the
Plan by the Board of Directors of the Corporation (the "Board"), awards may be
made by the Board, and through the agency of the committee appointed by the
Board under Article 3 of the Plan (the "Committee") after the Board appoints
such Committee. In the event that such stockholder approval is not obtained
within such 12 month period, any awards made hereunder shall be canceled and all
rights of optionees hereunder ("Optionees") with respect to such awards shall
thereupon automatically cease.

         1.2   PURPOSES. The purposes of the Plan are (i) to encourage and
enable employees, directors and consultants (subject to such requirements as may
be prescribed by the Committee) of the Corporation, its subsidiaries and its
affiliates to acquire a proprietary interest in the growth and performance of
the Corporation, (ii) to generate an increased incentive for key employees and
directors to contribute to the Corporation's future success and prosperity (as
well as the success and prosperity of its subsidiaries and affiliates), thus
enhancing the value of the Corporation for the benefit of its stockholders, and
(iii) to enhance the ability of the Corporation, its subsidiaries and its
affiliates to attract and retain key employees and directors who are essential
to the progress, growth and profitability of the Corporation, its subsidiaries
and its affiliates, in each case through the ownership of the Corporation's
common stock ("Common Stock"), and certain other rights relating to the Common
Stock.

         1.3   REFERENCES TO LAW. References to specific provisions of law shall
be deemed to include references to amendments or supplements thereto or
subsequent provisions of law of similar import.

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                                    ARTICLE 2

                                     AWARDS

         2.1   FORM OF AWARDS. Awards under the Plan may be granted in either or
both of the following forms: (i) incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") and the terms of Sections 5.3 and 5.7 of this
Plan.; or (ii) non-qualified stock options ("Non-qualified Stock Options")
(unless otherwise indicated, references in the Plan to "Options" shall include
both Incentive Stock Options and Non-qualified Stock Options). The Plan also
provides for awards of non-qualified stock options to outside directors pursuant
to Section 5.9.

         2.2   MAXIMUM SHARES AVAILABLE; MAXIMUM ANNUAL AWARDS. The maximum
aggregate number of shares of Common Stock available for award under the Plan
(pursuant to the granting of Options) is 7,000,000, subject to adjustment
pursuant to Article 8 hereof. The maximum aggregate number of shares of Common
Stock that may be awarded under the Plan (pursuant to the granting of Options)
to any individual during any calender year is 1,000,000, subject to the
limitations of Section 5.7 as to Incentive Stock Options and also subject to
adjustment pursuant to Article 8 hereof. Shares of Common Stock issued under the
Plan (pursuant to the granting of Options) may be either authorized but unissued
shares or issued shares reacquired by the Corporation. In the event that prior
to the end of the period during which Options may be granted under the Plan, any
Option under the Plan expires unexercised or is terminated, surrendered or
canceled without being exercised in whole or in part for any reason, then such
unexercised shares shall be available for subsequent awards under the Plan upon
such terms and conditions as the Committee may determine.

         2.3   RETURN OF PRIOR AWARDS. As a condition to the issuance of any
replacement award to an Optionee under the Plan, the Committee shall have the
right, in its sole discretion, to require the Optionee to return to the
Corporation the awards previously granted under the Plan and are being replaced.
Subject to the provisions of the Plan, such new award shall be upon such terms
and conditions as are specified by the Committee at the time the new award is
granted.

                                    ARTICLE 3

                                 ADMINISTRATION

         3.1   COMMITTEE. Awards of Options shall be determined, and the Plan
shall be administered by the Committee. The Committee may be appointed from time
to time by the Board and shall serve at the pleasure of the Board. If no
Committee is appointed by the Board, the functions of the Committee shall be
carried out by the Board; PROVIDED, HOWEVER, after the Committee is appointed by
the Board, the

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Corporation shall not grant, designate or amend any Options hereunder except
through the Committee consisting solely of two or more persons, each of whom
shall qualify as (i) a "Non-Employee Director", as that term is defined in
subparagraph (b)(3)(i) of Rule 16b-3 ("Rule 16b-3") promulgated under the 1934
Act, and (ii) an "outside director", within the meaning of Section 162(m) of the
Code.

         3.2   POWERS OF THE COMMITTEE. Subject to the express provisions of the
Plan, the Committee shall have the power and authority: (i) to grant Options and
to determine the purchase price of the shares of Common Stock covered by each
Option, the term of each Option, the number of shares of Common Stock to be
covered by each Option, the time or times at which each Option shall become
exercisable and the duration of the exercise period applicable to each Option;
(ii) to designate Options as Incentive Stock Options or Non-qualified Stock
Options; (iii) to determine the employees and directors to whom, and the time or
times at which, Options shall be granted or made and; and (iv) to take all other
actions contemplated to be taken by the Committee under the Plan, including, but
not limited to, interpreting the Plan and authorizing any written agreement
relating to any award made hereunder, as well as any amendment thereto.
Notwithstanding the foregoing, (i) any acceleration of vesting as set forth
herein, (ii) any change in the purchase price per share of Common Stock under an
Option and (iii) any change in any of the provisions of any Option after such
Option has been granted, if effectuated by the Committee, must be approved by
the Board, in addition to the Committee.

         3.3   DELEGATION. The Committee may delegate to one or more of its
respective members or to any other person or persons such ministerial duties
hereunder as it may deem advisable; PROVIDED, HOWEVER, that the Committee may
not delegate any of its responsibilities hereunder to any person who is not both
a "Non-Employee Director", as that term is defined in subparagraph (b)(3)(i) of
Rule 16b-3, and an "outside director", within the meaning of Section 162(m) of
the Code. The Committee may also employ attorneys, consultants, accountants or
other professional advisors and shall be entitled reasonably to rely upon the
advice opinions or valuations of any such advisors.

         3.4   INTERPRETATIONS. The Committee shall have discretionary authority
to interpret the terms of the Plan, to adopt and revise rules, regulations and
policies to administer the Plan and to make any other factual determinations
which it believes to be necessary or advisable for the administration of the
Plan. All actions taken and interpretations and determinations made by the
Committee in good faith shall be final and binding upon the Corporation, all
Optionees and all other interested persons.

         3.5   LIABILITY; INDEMNIFICATION. No member of the Board or the
Committee, nor any person to whom ministerial duties have been delegated, shall
be personally liable for any action, interpretation or determination made with
respect to the Plan or awards made thereunder, and each member of the Committee
shall be fully indemnified, held harmless and protected by the Corporation with
respect to any liability he or she may incur with respect to any such action,
interpretation or determination, to the extent permitted by applicable law and,
in addition, to the extent provided in the Corporation's articles of
incorporation and by-laws, as amended from time to time, or under any agreement
between any such member and the Corporation.

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                                    ARTICLE 4

                                   ELIGIBILITY

         Awards may be made to all employees, directors and consultants of the
Corporation or any of its subsidiaries or affiliates (subject to such
requirements as may be prescribed by the Committee). In determining the
employees, directors and consultants to whom awards shall be granted and the
number of shares of Common Stock to be covered by each award the Committee shall
take into account the nature of the services rendered by such employees,
directors and consultants their present and potential contributions to the
success of the Corporation, its subsidiaries and its affiliates and such other
factors as the Committee in its sole discretion shall deem relevant.
Notwithstanding the foregoing, only employees of the Corporation and any
corporation which is a "subsidiary corporation" of the Corporation (as such term
is defined in Section 424(f) of the Code) shall be eligible to receive Incentive
Stock Options.

                                    ARTICLE 5

                                  STOCK OPTIONS

         5.1   GRANT OF OPTIONS. Options may be granted under the Plan for the
purchase of shares of Common Stock. Options shall be granted in such form and
upon such terms and conditions, including the satisfaction of corporate or
individual performance objectives and other vesting standards as the Committee
shall from time to time determine.

         5.2   DESIGNATION AS NON-QUALIFIED STOCK OPTION OR INCENTIVE STOCK
OPTION. In connection with any grant of Options, the Committee shall designate
in the written agreement required pursuant to Article 10 hereof whether the
Options granted shall be Incentive Stock Options or Non-qualified Stock Options,
or in case both are granted, the number of shares of Common Stock of each.

         5.3   PURCHASE PRICE. The purchase price per share of Common Stock
under each Incentive Stock Option shall be not less than the Market Price (as
hereinafter defined) of the Common Stock on the date the Incentive Stock Option
is granted. The purchase price per share of Common Stock under each
Non-Qualified Stock Option shall be determined by the Committee or the Board of
Directors, as the case may be. In the case of an Incentive Stock Option granted
to an Optionee owning (actually or constructively under Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock
of the Corporation or of a subsidiary (a "10% Stockholder"), the purchase price
shall not be less than 110% of the Market Price of the Common Stock on the date
of grant. "Market Price" shall mean the per share value of the Common Stock and
shall be determined as follows: (i) if the Common Stock is not listed on a
national stock exchange, quoted on NASDAQ or reported on by the National
Quotation Bureau, Inc., the Market Price on any day shall be the fair market
value of one share of

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Common Stock on such day as determined by the Committee, which shall take into
account any valuation of the Common Stock by an independent valuation firm made
within 90 days of such determination; (ii) if the Common Stock is listed on a
national securities exchange or quoted through the NASDAQ National Market
System, the Market Price on any day shall be, in the sole discretion of the
Committee, either (x) the average of the high and low reported consolidated
trading sales prices, or if no such sale is made on such day, the average of the
closing bid and asked prices reported on the consolidated trading listing for
such day or (y) the closing price reported on the consolidated trading listing
for such day; (iii) if the Common Stock is quoted on the NASDAQ interdealer
quotation system, the Market Price on any day shall be the average of the
representative bid and asked prices at the close of business for such day; or
(iv) if the Common Stock is not listed on a national stock exchange or quoted on
NASDAQ, the Market Price on any day shall be the average of the high bid and low
asked prices reported by the National Quotation Bureau, Inc. for such day. In no
event shall the Market Price of a share of Common Stock subject to an Incentive
Stock Option be less than the fair market value as determined for purposes of
Section 422(b)(4) of the Code.

         5.4   EXERCISE AND PAYMENT. Options may be exercised in whole or in
part. Shares of Common Stock purchased upon the exercise of Options shall be
paid for at the time of purchase. Such payment may be made as follows (or by any
combination of the following), in the sole discretion of the Committee: (i) in
United States currency by delivery of a certified check, bank draft or postal or
express money order payable to the order of the Corporation, (ii) by surrender
of a number of Mature Shares (as defined below) of Common Stock held by the
optionee exercising the Option equal to the quotient obtained by dividing (A)
the aggregate purchase price payable with respect to the Options then being
exercised by (B) the Market Price on the date of exercise or (iii) if the
Corporation has established a program for the cashless exercise of Options
through a broker or other similar arrangements or programs, then in accordance
with the terms and conditions of such programs and arrangements. Any shares so
delivered shall be valued at their Market Price on the date of exercise. Upon
receipt of a notice of exercise and payment in accordance with procedures set
forth above, the Corporation or its agent shall deliver to the persons
exercising the Option(s) (or his or her designee) a certificate for such Shares.
In the event that payment for exercised Options is made through the surrender of
Mature Shares of Common Stock, the Committee in accordance with procedures
established by it may grant Non-qualified Stock Options ("Restoration Options")
to the person exercising the Option(s) for the purchase of a number of shares
equal to the number of shares of Common Stock delivered to the Corporation in
connection with the payment of the exercise price of the Option(s) and the
payment of or surrender of shares for any withholding taxes due upon such
exercise. The purchase price per share under each Restoration Option shall be
the Market Price of the Common Stock on the date the Restoration Option is
granted. "Mature Shares" shall mean shares of Common Stock owned by the optionee
for a period of at least six consecutive months prior to the exercise of the
Option(s) in question. The Committee may in its sole discretion, pursuant to a
general program established by it in connection with the Plan and made available
to all Optionees under the Plan, lend money to an optionee, the proceeds of
which shall be used by the Optionee to exercise all or a portion of the Options
granted hereunder. If a loan is made by the Corporation to the Optionee as
contemplated in the foregoing sentence, the Optionee shall execute a promissory
note evidencing such loan and such note

                                        5

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shall (i) provide for full recourse to the maker, (ii) be secured by collateral
which is satisfactory to the Committee (other than the pledge of the shares of
Common Stock issued upon exercise of the option), (iii) bear interest at a rate
no less than the applicable Federal rate (within the meaning of Section 1274 of
the Code, and (iv) contain such other terms as the Committee in its sole
discretion shall require.

         5.5   VESTING. Vesting refers to an Option's becoming exercisable for
the first time. Except as provided to the contrary in an Option agreement
authorized by the Board or the Committee and subject to the provisions of
Article Seven, Options granted hereunder shall vest as follows:

               (a) The Option shall be exercisable as to one third of the shares
subject to such Option on the date of grant.

               (b) The Option shall be exercisable as to an additional one
third of the shares subject to such Option on the second anniversary of the date
of grant.

               (c) The Option shall be exercisable as to all of the shares
subject to the Option on the third anniversary of the date of the grant of such
Option.

         5.6   NO RIGHTS AS A STOCKHOLDER. A recipient of Options shall have no
rights as a stockholder with respect to any shares issuable or transferable upon
exercise thereof until the date a stock certificate representing such shares is
issued to such recipient. Except as otherwise expressly provided in the Plan or
by the Committee, no adjustment shall be made for cash dividends or other rights
for which the record date is prior to the date such stock certificate is issued.

         5.7   INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the provisions of
Section 422 of the Code, or any successor provision thereto, and any regulations
promulgated thereunder and the Plan shall be interpreted accordingly. The
aggregate Market Price (determined at the time of grant of the Incentive Stock
Option) of the Common Stock with respect to which the Incentive Stock Options
become exercisable for the first time by an optionee in any calendar year (under
all plans of the Corporation and its subsidiaries) shall not exceed $100,000.
Any Option grants that exceed such amount shall be granted as Non-qualified
Stock Options. No grant of an Incentive Stock Option shall be made under the
Plan more than ten (10) years after the effective date of the Plan, nor shall
any Incentive Stock Option be exercisable after the expiration of ten (10) years
from the date such Option is granted, or 5 years from the date the Option is
granted in the case of a 10% Stockholder (as defined in Section 5.3).

         5.8   CONVERSION OF INCENTIVE STOCK OPTIONS. The Committee, at the
written request of any Optionee, may in its discretion, take such actions as may
be necessary to convert such Optionee's Incentive Stock Options (or any portions
thereof) that have not been exercised on the date of conversion into
Non-qualified Stock Options at any time prior to the expiration of such
Incentive Stock Options. At the time of such conversion, the Committee may
impose such conditions on the exercise of the resulting Non-

                                        6

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qualified Stock Options, consistent with this Plan, as the Committee in its
discretion may determine. Nothing in the Plan shall be deemed to give any
Optionee the right to have such Optionee's Incentive Stock Options converted
into Non-qualified Stock Options.

         5.9   NON-QUALIFIED STOCK OPTIONS FOR OUTSIDE DIRECTORS. Beginning with
the date of the annual shareholders' meeting in calendar year 2002 and each
subsequent annual shareholders' meeting thereafter, each individual who is
elected to serve as a nonemployee director of the Corporation at the meeting
shall receive a Non-qualified Stock Option for 5,000 shares of Common Stock.

         The exercise price of such Non-qualified Stock Option shall be equal to
the Market Price of the Common Stock on the date of grant. Each such
Non-qualified Stock Option shall be for a term of ten (10) years and shall be
fully exercisable at all times. No action by the Committee shall be required in
order for the grant of the Non-qualified Stock Option under this Section 5.9 to
be effective, it being the intention of the Corporation that such Option will be
granted automatically.

                                    ARTICLE 6

                     LEGENDS; NONTRANSFERABILITY OF OPTIONS


         6.1   LEGENDS. All certificates evidencing shares of Common Stock
acquired pursuant to the exercise of an Option granted hereunder shall bear
a securities legend concerning the unregistered nature of the transaction.

         6.2   NONTRANSFERABILITY OF OPTIONS. No Option may be transferred,
assigned, pledged or hypothecated (whether by operation of law or otherwise),
except as provided by will or the applicable laws of descent and distribution,
and no Option shall be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of an
Option not specifically permitted herein shall be null and void and without
effect. An Option may be exercised only by the recipient during his or her
lifetime, or following his or her death pursuant to Section 7.3 hereof.
Notwithstanding anything to the contrary in the preceding paragraph, the
Committee may, in its sole discretion, cause the written agreement relating to
any Non-qualified Stock Options granted hereunder to provide that the recipient
of such Non-qualified Stock Options may transfer any of such Non-qualified Stock
Options other than by will or the laws of descent and distribution in any manner
authorized under applicable law; PROVIDED, HOWEVER, that in no event may the
Committee permit any transfers which would cause the Plan to fail to satisfy the
applicable requirements of Rule 16b-3 under the 1934 Act or which would cause
any recipient of awards hereunder to fail to be entitled to the benefits Rule
16b-3 or other exemptive rules under Section 16 of the 1934 Act or be subject to
liability thereunder.

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                                    ARTICLE 7

                      EFFECT OF TERMINATION OF EMPLOYMENT,
                        DISABILITY, RETIREMENT, OR DEATH

         7.1   GENERAL RULE. Except as expressly provided in the written
agreement relating to any Option or as otherwise expressly determined by the
Committee in its sole discretion, in the event an Optionee ceases to be an
employee or director of the Corporation, its subsidiaries or affiliates (a
"Terminated Person") for any reason other than Disability or Retirement (as
hereinafter defined) or death, any Options which were held by such Terminated
Person on the date on which he or she ceased to be an employee or director (the
"Termination Date") and which were otherwise exercisable on such date shall
terminate unless exercised within the period of 60 days following the
Termination Date, but in no event after the expiration of the exercise period of
such Options. Except as expressly provided in the written agreement relating to
the Options or as otherwise expressly determined by the Committee in its sole
discretion, it may cause any Option to be forfeited upon an employee's
termination of employment or a director's removal from the Board or any board of
directors of a subsidiary or affiliate of the Corporation, if the Optionee was
terminated for "cause". For purposes of this Section 7.1, the term "cause" shall
mean any one (or more) of the following: (i) the optionees's commission of any
fraud, misappropriation or misconduct which causes demonstrable injury to the
Company or a subsidiary or affiliate; or (ii) an act of dishonesty by the
optionee resulting or intended to result, directly or indirectly, in gain or
personal enrichment at the expense of the Company or a subsidiary or affiliate;
or (iii) in the case of an employee such meaning, if any, as set forth in any
employment agreement between the employee and the Company. It shall be within
the sole discretion of the Committee to determine whether an employee's
termination was for one of the foregoing reasons, and its decision shall be
final and conclusive.

         7.2   DISABILITY OR RETIREMENT. Except as expressly provided otherwise
in the written agreement relating to any Options granted under the Plan or as
otherwise determined by the Committee in its sole discretion, in the event of a
termination of employment arrangement of a Terminated Person due to the
Disability (as defined below) or Retirement (as defined below) of such Person,
any Options which were held by such Person on the Termination Date and which
were otherwise exercisable on such date shall expire unless exercised within the
period of one year following such date, but in no event after the expiration
date of the exercise period of such Options; PROVIDED, HOWEVER, that any
Incentive Stock Option of such Terminated Person shall no longer be treated as
an Incentive Stock Option unless exercised within three (3) months of the
Termination Date (or within one (1) year of the Termination Date, in the case of
an employee whose termination of employment occurs by reason of a Disability).
"Disability" shall have the meaning set forth in Section 22(e)(3) of the Code.
"Retirement" shall mean a termination of employment arrangement with the
Corporation or a subsidiary or affiliate with the written consent of the
Committee in its sole discretion. The decision of the Committee shall be final
and conclusive.

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         7.3   DEATH. Except as expressly provided in the written agreement
relating to the Options or as otherwise expressly determined by the Committee in
its sole discretion, in the event of the death of a recipient of Options, any
Options which were held by such Terminated Person at the date of death and which
were otherwise exercisable on such date shall be exercisable by the beneficiary
designated by the Optionee for such purpose (the "Designated Beneficiary") or if
no Designated Beneficiary shall be appointed or if the Designated Beneficiary
shall predecease the Optionee, by the Optionee's personal representatives, heirs
or legatees for a period of two (2) years from the date of death, but in no
event later than the expiration date of the exercise period of such Options, at
which time such Options shall expire.

         7.4   TERMINATION OF UNVESTED OPTIONS. All Options which were not
exercisable by a Terminated Person as of the Termination Date of such Terminated
Person shall terminate as of such date, except as expressly provided in the
written agreement relating to the Options or as otherwise expressly determined
by the Committee in its sole discretion. Options shall not be affected by any
change of employment so long as the recipient continues to be employed by either
the Corporation or a subsidiary or affiliate.

                                    ARTICLE 8

                 ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.

         8.1   ADJUSTMENTS. Upon the occurrence of any of the events described
in subparagraphs 8.2, 8.3 or 8.4, an Optionee's rights with respect to Options
shall be adjusted as and to the extent hereinafter required, unless otherwise
specifically provided in the written agreement between the Optionee and the
Corporation relating to such Option:

         8.2   STOCK-DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or if
the Corporation shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, the number of shares of Common Stock deliverable
upon the exercise of Options shall be appropriately increased or decreased
proportionately and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

         8.3   CONSOLIDATION, ACQUISITION OR MERGER. If the Corporation is to be
consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Corporation's assets or otherwise (an "Acquisition"),
the Committee or the board of directors of any entity assuming the obligations
of the Corporation hereunder (the "Successor Board"), shall, as to outstanding
Options, either (i) make appropriate provision for the continuation of such
Options by substitution on an equitable basis for the shares then subject to
such Options the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition; (ii) upon written notice to the
Optionees, provide that all Options must be exercised, to the extent then
exercisable (or in the discretion of the Committee or the Successor Board, also
provide that all unvested options shall be, or become at the time which the

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Committee shall determine, either immediately exercisable or immediately
terminate), within a specified number of days of the date of such notice, at the
end of which period the Options shall terminate; or (iii) terminate all Options
in exchange for a cash payment or other consideration equal to the excess of the
Market Price of the shares subject to such Options (to the extent then
exercisable, or in the discretion of the Committee or the Successor Board,
whether or not then exercisable) over the exercise price thereof.

         8.4   RECAPITALIZATION OR REORGANIZATION. In the event of a
recapitalization or reorganization of the Corporation (other than a transaction
described in subparagraph 8.3 above) pursuant to which securities of the
Corporation or of another corporation are issued with respect to the outstanding
shares of Common Stock, an Optionee upon exercising an Option shall be entitled
to receive for the purchase price paid upon such exercise, the securities he
would have received if he had exercised his Option immediately prior to such
recapitalization or reorganization.

         8.5   MODIFICATION OF ISOS. Notwithstanding the foregoing, any
adjustments made pursuant to subparagraphs 8.2, 8.3 or 8.4 with respect to
Incentive Stock Options shall be made only after the Committee, after consulting
with counsel for the Corporation, determines whether such adjustments would
constitute a "modification" of such Incentive Stock Options (as that term is
defined in Section 424 of the Code) or would cause any adverse tax consequences
for the holders of such Incentive Stock Options. If the Committee determines
that such adjustments made with respect to Incentive Stock Options would
constitute a modification of such Incentive Stock Options, it may refrain from
making such adjustments.

         8.6   DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Corporation, each Option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the
Committee.

         8.7   ISSUANCES OF SECURITIES. Except as expressly provided herein, no
issuance by the Corporation 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
subject to Options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Corporation.

         8.8   FRACTIONAL SHARES. No fractional shares shall be issued under the
Plan and the Optionee shall receive from the Corporation cash in lieu of such
fractional shares.

         8.9   ADJUSTMENTS. Upon the happening of any of the events described in
subparagraphs 8.2, 8.3 or 8.4 above, the class and aggregate number of shares
set forth in Section 2.2 hereof that are subject to Options which previously
have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs. If
changes in the capitalization of the Corporation shall occur other than those
referred to above in this Article 8, the Committee shall make such adjustments,
if any, in the number of shares covered by each Option and in the per share
purchase price as the Committee in its discretion may consider appropriate. The
Committee or, if applicable, the

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Successor Board, shall determine the specific adjustments to be made under this
Section 8 and its determination shall be conclusive.

               If any person or entity owning Common Stock obtained by exercise
of an Option made hereunder receives shares or securities or cash in connection
with a corporate transaction described in subparagraphs 8.2, 8.3 or 8.4 above as
a result of owning Common Stock subject to restrictions including any rights of
first refusal imposed by Section 6.1, such shares or securities or cash shall be
subject to all of the conditions and restrictions applicable to the restricted
Common Stock with respect to which such shares or securities or cash were
issued, unless otherwise determined by the Committee or the Successor Board.


                                    ARTICLE 9

                         TERM; AMENDMENT AND TERMINATION

         No Option shall be granted under the Plan after the earlier of (i) ten
(10) years from the effective date of the Plan, or (ii) the termination of the
Plan pursuant to this Article 9. However, unless otherwise expressly provided in
the Plan or in an applicable written agreement required pursuant to Article 10,
any Option theretofore granted may extend beyond such date, and any authority of
the Committee to amend, alter, suspend, discontinue or terminate any such
Option, or to waive any conditions or rights under any such Option and the
authority of the Board to amend the Plan, shall extend beyond such date. The
Board may suspend, terminate, modify or amend the Plan, provided that any
amendment that would (i) materially increase the aggregate number of shares
which may be issued under the Plan, (ii) materially increase the benefits
accruing to Optionee s under the Plan, or (iii) materially modify the
requirements as to eligibility for participation in the Plan, shall be subject
to the approval of the Corporation's stockholders, except that any such increase
or modification that may result from adjustments authorized by Article 8 hereof
shall not require such stockholder approval. If the Plan is terminated, the
terms of the Plan shall, notwithstanding such termination, continue to apply to
awards granted prior to such termination. No suspension, termination,
modification or amendment of the Plan may, without the consent of the Optionee
to whom an award shall theretofore have been granted, adversely affect the
rights of such under such award and provided further that if any amendment would
require stockholder approval to satisfy the requirements of Rule 16b-3 under the
1934 Act, then such amendment shall be presented to stockholders for approval,
provided however that failure to obtain such approval shall not affect the
validity of this Plan or the options granted hereunder.


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<PAGE>


                                   ARTICLE 10

                                WRITTEN AGREEMENT

         Each award of Options shall be evidenced by a written agreement
containing such restrictions, terms and conditions, if any, as the Committee may
require. In the event of any conflict between a written agreement and the Plan,
the terms of the Plan shall govern.


                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

         11.1  TAX WITHHOLDING. The Corporation shall have the right to require
Optionees or their beneficiaries or legal representatives to remit to the
Corporation an amount sufficient to satisfy Federal, state and local withholding
tax requirements, or to deduct from all payments under the Plan amounts
sufficient to satisfy all withholding tax requirements. Whenever payments under
the Plan are to be made to an Optionee in cash, such payments shall be net of
any amounts sufficient to satisfy all Federal, state and local withholding tax
requirements. The Committee may, in its sole discretion, permit an Optionee to
satisfy his or her tax withholding obligations either by (i) surrendering of
Common Stock owned by the Optionee or (ii) having the Corporation withhold from
shares of Common Stock, or other compensation, otherwise deliverable or payable
to the Optionee. Shares of Common Stock surrendered or withheld shall be valued
at their Market Price as of the date on which income is required to be
recognized for income tax purposes.

         11.2  SECURITIES LAWS. Each Option granted under the Plan shall be
subject to the requirement that, if at any time the Board shall determine, in
its sole discretion, that the listing, registration or qualification of the
shares of Common Stock issuable or transferable upon exercise thereof upon any
securities exchange or under any state or Federal law, including without
limitation the Securities Act of 1933, as amended, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of such Option or the issue, transfer, or
purchase of the shares of Common Stock thereunder, such Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Board. The foregoing shall not be construed to require the
Corporation to effect or obtain any such listing, registration, qualification,
consent or approval. The Committee may, in connection with the granting of any
Option, require the individual to whom the Option is to be granted to enter into
an agreement with the Corporation stating that as a condition precedent to each
exercise of the Option, in whole or in part, such individual shall if then
required by the Corporation, represent to the Corporation in writing that such
exercise is for investment only and not with a view to distribution, and also
setting forth such other terms and conditions as the Committee may prescribe.


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<PAGE>


         11.3  COMPLIANCE WITH SECTION 16(B). In the case of Optionees who are
or may be subject to Section 16 of the 1934 Act, it is the intent of the
Corporation that the Plan and any award granted hereunder satisfy and be
interpreted in a manner that satisfies the applicable requirements of Rule 16b-3
so that such persons will be entitled to the benefits of Rule 16b-3 or other
exemptive rules under Section 16 of the 1934 Act and will not be subjected to
liability thereunder. If any provision of the Plan or any award would otherwise
conflict with the intent expressed herein, that provision, to the extent
possible, shall be interpreted and deemed amended so as to avoid such conflict.
To the extent of any remaining irreconcilable conflict with such intent, such
provision shall be deemed void as applicable to Optionee s who are or may be
subject to Section 16 of the 1934 Act.

         11.4  SUCCESSORS. The obligations of the Corporation under the Plan
shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Corporation, or upon
any successor corporation or organization succeeding to all or substantially all
of the assets and business of the Corporation. In the event of any of the
foregoing, the Committee may, in its discretion prior to the consummation of the
transaction and subject to Article 9 hereof, cancel, offer to purchase,
exchange, adjust or modify any outstanding awards, at such time and in such
manner as the Committee deems appropriate and in accordance with applicable law.

         11.5  GENERAL CREDITOR STATUS. Optionees shall have no right, title, or
interest whatsoever in or to any investments which the Corporation may make to
aid it in meeting its obligations under the Plan. Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Corporation
and any Optionee, beneficiary or legal representative of such Optionee. To the
extent that any person acquires a right to receive payments from the Corporation
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Corporation. All payments to be made hereunder shall be
paid from the general funds of the Corporation and no special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts except as expressly set forth in the Plan.

         11.6  NO RIGHT TO EMPLOYMENT. Nothing in the Plan or in any written
agreement entered into pursuant to Article 10 hereof, nor the grant of any
award, shall confer upon any Optionee any right to continue in the employ of the
Corporation or a subsidiary or affiliate or to be entitled to any remuneration
or benefits not set forth in the Plan or such written agreement or interfere
with or limit the right of the Corporation or a subsidiary or affiliate to
modify the terms of or terminate such Optionee's employment at any time.

         11.7  NOTICES. Notices required or permitted to be given under the Plan
shall be sufficiently given if in writing and personally delivered to the
Optionee or sent by regular mail addressed (a) to the Optionee at the Optionee's
address as set forth in the books and records of the Corporation or its
subsidiaries or affiliates, or (b) to the Corporation or the Committee at the
principal office of the Corporation clearly marked "Attention: Compensation
Committee."


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

         11.9  GOVERNING LAW. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the state of New York.

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