COPLEY PHARMACEUTICAL, INC.

                      1992 STOCK PLAN, AMENDED AND RESTATED



      1.  Purpose.  This 1992 Stock Plan (the  "Plan")  is  intended  to provide
incentives:  (a) to the officers and other  employees of Copley  Pharmaceutical,
Inc. (the "Company"), its parent (if any) and any present or future subsidiaries
of the Company  (collectively,  "Related  Corporations")  by providing them with
opportunities  to  purchase  stock in the Company  pursuant  to options  granted
hereunder which qualify as "incentive stock options" under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); (b) to
directors,  officers,  employees  and  consultants  of the  Company  and Related
Corporations  by  providing  them with  opportunities  to purchase  stock in the
Company  pursuant  to options  granted  hereunder  which do not  qualify as ISOs
("Non-Qualified Option" or "Non-Qualified Options"); (c) to directors, officers,
employees and  consultants of the Company and Related  Corporations by providing
them  with  awards of stock in the  Company  ("Awards");  and (d) to  directors,
officers,  employees and consultants of the Company and Related  Corporations by
providing  them with  opportunities  to make  direct  purchases  of stock in the
Company  ("Purchases").  Both ISOs and  Non-Qualified  Options  are  referred to
hereafter  individually as an "Option" and  collectively as "Options".  Options,
Awards  and   authorizations   to  make  Purchases  are  referred  to  hereafter
collectively  as  "Stock  Rights".  As  used  herein,  the  terms  "parent"  and
"subsidiary"   mean   "parent   corporation"   and   "subsidiary   corporation",
respectively, as those terms are defined in Section 424 of the Code.

      2.      Administration of the Plan.

              A.  Board  or   Committee   Administration.   The  Plan  shall  be
      administered  by the Board of Directors of the Company (the "Board") or by
      a committee appointed by the Board (the "Committee");  provided, that, (i)
      to the extent required by applicable  regulations  under Section 162(m) of
      the Code,  by two or more  "outside  directors"  (as defined in applicable
      regulations  thereunder) and (ii) to the extent required by Rule 16b-3, or
      any successor  provision ("Rule 16b-3"), of the Securities Exchange Act of
      1934, with respect to specific  grants of Stock Rights,  the Plan shall be
      administered by a disinterested administrator or administrators within the
      meaning of Rule 16b-3.  Hereinafter,  all  references  in this Plan to the
      "Committee"  shall  mean the  Board if no  Committee  has been  appointed.
      Subject to ratification of the grant or  authorization of each Stock Right
      by the Board (if so required by applicable  state law), and subject to the
      terms of the Plan, the Committee shall have the authority to (i) determine
      the  employees  of the Company and  Related  Corporations  (from among the
      class of employees  eligible  under  paragraph 3 to receive  ISOs) to whom
      ISOs may be granted, and to determine (from among the class of individuals
      and entities eligible under paragraph 3 to receive  Non-Qualified  Options
      and Awards and to make Purchases) to whom  Non-Qualified  Options,  Awards
      and  authorizations  to make Purchases may be granted;  (ii) determine the
      time or times at which Options or Awards may be granted or Purchases made;
      (iii)  determine the option price of shares subject to each Option,  which
      price shall not be less than the minimum  price  specified in paragraph 6,
      and the purchase price of shares subject to each Purchase;  (iv) determine
      whether each Option granted shall be an ISO or a Non-Qualified Option; (v)
      determine  (subject  to  paragraph  7) the time or times when each  Option
      shall become  exercisable  and the duration of the exercise  period;  (vi)
      determine  whether  restrictions  such  as  repurchase  options  are to be
      imposed on shares subject to Options,  Awards and Purchases and the nature
      of such  restrictions,  if any, and (vii) interpret the Plan and prescribe
      and  rescind  rules  and  regulations  relating  to it.  If the  Committee
      determines to issue a Non-Qualified Option, it shall take whatever actions
      it deems  necessary,  under  Section  422 of the Code and the  regulations
      promulgated  thereunder,  to ensure  that such Option is not treated as an
      ISO.  The   interpretation  and  construction  by  the  Committee  of  any
      provisions  of the Plan or of any Stock  Right  granted  under it shall be
      final unless  otherwise  determined  by the Board.  The Committee may from
      time to time adopt such rules and regulations for carrying out the Plan as
      it may deem best. No member of the Board or the Committee  shall be liable
      for any action or  determination  made in good  faith with  respect to the
      Plan or any Stock Right granted under it.

              B. Committee Actions.  The Committee may select one of its members
      as its chairman, and shall hold meetings at such time and places as it may
      determine.  Acts by a majority  of the  Committee,  or acts  reduced to or
      approved  in writing by a majority  of the  members of the  Committee  (if
      consistent  with  applicable  state  law),  shall be the valid acts of the
      Committee.  From  time to time  the  Board  may  increase  the size of the
      Committee and appoint additional members thereof,  remove members (with or
      without  cause) and  appoint new members in  substitution  therefor,  fill
      vacancies  however  caused,  or remove all  members of the  Committee  and
      thereafter directly administer the Plan.

              C. Grant of Stock  Rights to Board  Members.  Stock  Rights may be
      granted to  members of the Board  consistent  with the  provisions  of the
      first sentence of paragraph 2(A) above, if applicable. All grants of Stock
      Rights to  members  of the Board  shall in all other  respects  be made in
      accordance  with the provisions of this Plan  applicable to other eligible
      persons. Consistent with the provisions of the first sentence of paragraph
      2(A)  above,  members of the Board who are either (i)  eligible  for Stock
      Rights  pursuant to the Plan or (ii) have been  granted  Stock  Rights may
      vote on any matters affecting the  administration of the Plan or the grant
      of any Stock Rights pursuant to the Plan, except that no such member shall
      act upon the granting to himself of Stock Rights,  but any such member may
      be counted in determining  the existence of a quorum at any meeting of the
      Board  during which action is taken with respect to the granting to him of
      Stock Rights.

      3. Eligible  Employees and Others.  ISOs may be granted to any employee of
the Company or any Related  Corporation.  Those  officers  and  directors of the
Company  who  are  not  employees  may  not be  granted  ISOs  under  the  Plan.
Non-Qualified  Options,  Awards  and  authorizations  to make  Purchases  may be
granted to any employee,  officer or director  (whether or not also an employee)
or consultant of the Company or any Related Corporation.  The Committee may take
into consideration a recipient's individual circumstances in determining whether
to grant an ISO, a Non-Qualified  Option, an Award or an authorization to make a
Purchase.  Granting of any Stock Right to any individual or entity shall neither
entitle that individual or entity to, nor disqualify him from,  participation in
any other grant of Stock Rights.

      4. Stock.  The stock  subject to Options,  Awards and  Purchases  shall be
authorized  but unissued  shares of Common Stock of the Company,  par value $.01
per share (the  "Common  Stock"),  or shares of Common Stock  reacquired  by the
Company  in any  manner.  The  aggregate  number of  shares  which may be issued
pursuant  to the  Plan is  1,523,750,  subject  to  adjustment  as  provided  in
paragraph 13; provided, however, that such number of shares shall not be subject
to  adjustment  by reason of the 1.5 for one stock  split in the form of a stock
dividend declared by the Board of Directors of the Company at a meeting on April
9, 1992. Any such shares may be issued as ISOs, Non-Qualified Options or Awards,
or to persons or entities making  Purchases,  so long as the number of shares so
issued does not exceed such number, as adjusted. If any Option granted under the
Plan shall expire or terminate for any reason  without  having been exercised in
full or shall cease for any reason to be  exercisable  in whole or in part,  the
unpurchased  shares  subject  to such  Options  by the  Company  shall  again be
available  for grants of Stock  Rights  under the Plan.  For the purposes of the
foregoing  sentence,  shares  withheld from the Stock Right  exercise to pay the
exercise price shall be deemed to have been issued.

      No  employee  of the  Company or any  Related  Corporation  may be granted
Options to acquire,  in the aggregate,  more than 750,000 shares of Common Stock
under the Plan.  If any Option  granted under the Plan shall expire or terminate
for any reason  without  having  been  exercised  in full or shall cease for any
reason  to be  exercisable  in whole or in part or shall be  repurchased  by the
Company,   the  shares   subject  to  such  Option  shall  be  included  in  the
determination  of the aggregate  number of shares of Common Stock deemed to have
been granted to such employee under the Plan.

      5. Granting of Stock Rights. Stock Rights may be granted under the Plan at
any time on or after April 9, 1992 and prior to April 9, 2002. The date of grant
of a Stock Right under the Plan will be the date  specified by the  Committee at
the time it grants the Stock Right; provided,  however, that such date shall not
be prior to the date on which the  Committee  acts to  approve  the  grant.  The
Committee shall have the right, with the consent of the optionee,  to convert an
ISO granted under the Plan to a  Non-Qualified  Option pursuant to paragraph 16.
Options  granted  under the Plan are  intended  to qualify as  performance-based
compensation to the extent required under Proposed Treasury  Regulation  Section
1.162-27.

      6.      Minimum Option Price; ISO Limitations.

              A. Price for Non-Qualified  Options.  The exercise price per share
      specified in the agreement relating to each  Non-Qualified  Option granted
      under  the  Plan  shall  in no  event  be  less  than  the  minimum  legal
      consideration  required therefor under the laws of Delaware or the laws of
      any jurisdiction in which the Company or its successors in interest may be
      organized.  Non-Qualified Options granted under the Plan, with an exercise
      price  less than the fair  market  value per share of Common  Stock on the
      date of grant, are intended to qualify as  performance-based  compensation
      under  Section  162(m)  of  the  Code  and  any   applicable   regulations
      thereunder. Any such Non-Qualified Options granted under the Plan shall be
      exercisable  only  upon the  attainment  of a  pre-established,  objective
      performance  goal  established by the Committee.  If the Committee  grants
      Non-Qualified  Options  with an  exercise  price less than the fair market
      value per share of Common  Stock on the date of grant,  such grant will be
      submitted for, and will be contingent upon shareholder approval.

              B. Price for ISOs. The exercise  price per share  specified in the
      agreement  relating to each ISO  granted  under the Plan shall not be less
      than the fair market  value per share of Common  Stock on the date of such
      grant.  In the case of an ISO to be granted to an  employee  owning  stock
      possessing  more than ten percent (10%) of the total combined voting power
      of all  classes of stock of the Company or any  Related  Corporation,  the
      price per share specified in the agreement  relating to such ISO shall not
      be less than one hundred ten percent  (110%) of the fair market  value per
      share of Common Stock on the date of grant.

              C. $100,000 Annual  Limitation on ISOs. Each eligible employee may
      be granted ISOs only to the extent that, in the aggregate  under this Plan
      and all  incentive  stock  option  plans of the  Company  and any  Related
      Corporation,  such ISOs do not  become  exercisable  for the first time by
      such employee during any calendar year in a manner which would entitle the
      employee to purchase more than  $100,000 in fair market value  (determined
      at the time the ISOs were  granted)  of  Common  Stock in that  year.  Any
      options granted to an employee in excess of such amount will be granted as
      Non-Qualified Options.

              D.  Determination  of Fair Market Value. If, at the time an Option
      is granted under the Plan, the Company's  Common Stock is publicly traded,
      "fair market  value" shall be  determined  as of the last business day for
      which the prices or quotes  discussed in this sentence are available prior
      to the date such Option is granted and shall mean (i) the average (on that
      date) of the high and low  prices  of the  Common  Stock on the  principal
      national  securities  exchange on which the Common Stock is traded, if the
      Common Stock is then traded on a national securities exchange; or (ii) the
      last  reported sale price (on that date) of the Common Stock on the NASDAQ
      National Market List, if the Common Stock is not then traded on a national
      securities  exchange;  or (iii) the  closing  bid price (or average of bid
      prices) last quoted (on that date) by an established quotation service for
      over-the-counter  securities,  if the Common  Stock is not reported on the
      NASDAQ National Market List.  However, if the Common Stock is not publicly
      traded at the time an  Option is  granted  under  the Plan,  "fair  market
      value"  shall be  deemed  to be the  fair  value  of the  Common  Stock as
      determined by the Committee  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.

      7.  Option  Duration.  Subject  to  earlier  termination  as  provided  in
paragraphs  9 and 10,  each Option  shall  expire on the date  specified  by the
Committee, but not more than (i) ten years and one day from the date of grant in
the case of Non-Qualified  Options, (ii) ten years from the date of grant in the
case of ISOs generally,  and (iii) five years from the date of grant in the case
of ISOs  granted to an employee  owning stock  possessing  more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
or any  Related  Corporation.  Subject to earlier  termination  as  provided  in
paragraphs  9 and 10,  the term of each ISO  shall be the term set  forth in the
original  instrument  granting such ISO, except with respect to any part of such
ISO that is converted into a Non-Qualified Option pursuant to paragraph 16.

      8. Exercise of Option.  Subject to the  provisions of paragraphs 9 through
12, each Option granted under the Plan shall be exercisable as follows:

              A.     Vesting.  The Option shall either be fully exercisable on
      the date of grant or shall become exercisable thereafter in such
      installments as the Committee may specify.

              B. Full  Vesting  of  Installments.  Once an  installment  becomes
      exercisable it shall remain exercisable until expiration or termination of
      the Option, unless otherwise specified by the Committee.

              C.     Partial Exercise.  Each Option or installment may be
      exercised at any time or from time to time, in whole or in part, for up to
      the total number of shares with respect to which it is then exercisable.

              D. Acceleration of Vesting.  The Committee shall have the right to
      accelerate the date of exercise of any installment of any Option; provided
      that  the  Committee  shall  not,  without  the  consent  of an  optionee,
      accelerate  the exercise date of any  installment of any Option granted to
      any employee as an ISO (and not previously  converted into a Non-Qualified
      Option  pursuant to paragraph 16) if such  acceleration  would violate the
      annual  vesting  limitation  contained in Section  422(d) of the Code,  as
      described in paragraph 6(C).

      9. Termination of Employment.  If an ISO optionee ceases to be employed by
the  Company  and all  Related  Corporations  other  than by  reason of death or
disability as defined in paragraph 10, no further installments of his ISOs shall
become  exercisable,  and his ISOs shall  terminate  after the passage of ninety
(90) days from the date of termination of his employment,  but in no event later
than on their specified  expiration  dates,  except to the extent that such ISOs
(or  unexercised  installments  thereof) have been converted into  Non-Qualified
Options  pursuant to paragraph 16.  Employment shall be considered as continuing
uninterrupted  during any bona fide leave of absence (such as those attributable
to illness,  military  obligations or  governmental  service)  provided that the
period of such leave does not  exceed 90 days or, if longer,  any period  during
which such optionee's  right to  reemployment  is guaranteed by statute.  A bona
fide leave of absence with the written  approval of the  Committee  shall not be
considered  an  interruption  of employment  under the Plan,  provided that such
written approval contractually  obligates the Company or any Related Corporation
to continue the employment of the optionee after the approved period of absence.
ISOs  granted  under the Plan shall not be affected by any change of  employment
within or among the Company and Related  Corporations,  so long as the  optionee
continues to be an employee of the Company or any Related  Corporation.  Nothing
in the Plan shall be deemed to give any  grantee of any Stock Right the right to
be  retained  in  employment  or other  service by the  Company  or any  Related
Corporation for any period of time.

      10.     Death; Disability.

              A. Death.  If an ISO optionee ceases to be employed by the Company
      and all Related Corporations by reason of his death, any ISO of his may be
      exercised,  to the extent of the number of shares with respect to which he
      could have exercised it on the date of his death, by his estate,  personal
      representative  or beneficiary  who has acquired the ISO by will or by the
      laws of descent and distribution,  at any time prior to the earlier of the
      specified  expiration  date of the ISO or 180  days  from  the date of the
      optionee's death.

              B.  Disability.  If an ISO  optionee  ceases to be employed by the
      Company and all Related Corporations by reason of his disability, he shall
      have the right to exercise any ISO held by him on the date of  termination
      of employment, to the extent of the number of shares with respect to which
      he could have  exercised it on that date, at any time prior to the earlier
      of the specified  expiration  date of the ISO or 180 days from the date of
      the  termination  of the  optionee's  employment.  For the purposes of the
      Plan, the term "disability" shall mean "permanent and total disability" as
      defined in Section 22(e)(3) of the Code or successor statute.

      11.  Assignability.  No Option shall be assignable or  transferable by the
optionee  except by will or by the laws of descent  and  distribution  or,  with
respect to Non-Qualified  Options,  pursuant to a qualified  domestic  relations
order  as  defined  in the  Code or Title I of the  Employee  Retirement  Income
Security Act, or the rules thereunder.  During the lifetime of the optionee each
Option shall be exercisable only by him.

      12.  Terms and  Conditions  of  Options.  Options  shall be  evidenced  by
instruments  (which need not be  identical)  in such forms as the  Committee may
from time to time  approve.  Such  instruments  shall  conform  to the terms and
conditions  set forth in  paragraphs  6 through 11 hereof and may  contain  such
other  provisions as the Committee deems  advisable  which are not  inconsistent
with the Plan,  including  restrictions  applicable  to  shares of Common  Stock
issuable upon exercise of Options.  In granting any  Non-Qualified  Option,  the
Committee  may specify  that such  Non-Qualified  Option shall be subject to the
restrictions set forth herein with respect to ISOs, or to such other termination
and  cancellation  provisions as the Committee may determine.  The Committee may
from time to time confer authority and  responsibility on one or more of its own
members  and/or one or more  officers of the Company to execute and deliver such
instruments.  The proper  officers of the Company are authorized and directed to
take any and all action  necessary or  advisable  from time to time to carry out
the terms of such instruments.

      13.  Adjustments.  Upon the occurrence of any of the following  events, an
optionee's  rights with  respect to Options  granted to him  hereunder  shall be
adjusted as hereinafter provided,  unless otherwise specifically provided in the
written agreement between the optionee and the Company relating to such Option:

              A. 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  Company  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.

              B. Consolidations or Mergers. If the Company is to be consolidated
      with  or  acquired  by  another  entity  in  a  merger,  sale  of  all  or
      substantially all of the Company's assets or otherwise (an "Acquisition"),
      the  Committee  or the  board of  directors  of any  entity  assuming  the
      obligations of the Company hereunder (the "Successor Board"), shall, as to
      outstanding  Options,  either  (i)  make  appropriate  provision  for  the
      continuation of such Options by substituting 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;  or (ii) upon written notice to the  optionees,  provide that
      all Options must be exercised,  to the extent then  exercisable,  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  equal to the excess of the fair market value
      of the shares  subject to such  Options (to the extent  then  exercisable)
      over the exercise price thereof.

              C.   Recapitalization  or  Reorganization.   In  the  event  of  a
      recapitalization   or   reorganization   of  the  Company  (other  than  a
      transaction   described  in   subparagraph  B  above)  pursuant  to  which
      securities  of the  Company 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 prior to such recapitalization or reorganization.

              D.  Modification  of  ISOs.  Notwithstanding  the  foregoing,  any
      adjustments  made pursuant to subparagraphs A, B or C with respect to ISOs
      shall be made only after the Committee,  after consulting with counsel for
      the  Company,  determines  whether  such  adjustments  would  constitute a
      "modification" of such ISOs (as that term is defined in Section 424 of the
      Code) or would cause any adverse tax  consequences for the holders of such
      ISOs. If the Committee  determines that such adjustments made with respect
      to ISOs would  constitute a modification of such ISOs, it may refrain from
      making such adjustments.

              E.  Dissolution  or  Liquidation.  In the  event  of the  proposed
      dissolution  or  liquidation  of the Company,  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.

              F. Issuances of Securities.  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  subject  to  Options.  No  adjustments  shall be made for
      dividends  paid  in cash  or in  property  other  than  securities  of the
      Company.

              G. Fractional  Shares.  No fractional shares shall be issued under
      the Plan and the optionee  shall  receive from the Company cash in lieu of
      such fractional shares.

              H. Adjustments.  Upon the happening of any of the events described
      in subparagraphs A, B or C above, the class and aggregate number of shares
      set forth in  paragraph 4 hereof that are  subject to Stock  Rights  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.  The Committee or the Successor  Board shall  determine the
      specific  adjustments to be made under this  paragraph 13 and,  subject to
      paragraph 2, its determination shall be conclusive.

      If any  person  or entity  owning  restricted  Common  Stock  obtained  by
exercise of a Stock Right made hereunder  receives  shares or securities or cash
in connection with a corporate  transaction described in subparagraphs A, B or C
above as a result  of  owning  such  restricted  Common  Stock,  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.

      14.  Means of  Exercising  Stock  Rights.  A Stock  Right  (or any part or
installment  thereof) shall be exercised by giving written notice to the Company
at its  principal  office  address.  Such notice shall  identify the Stock Right
being exercised and specify the number of shares as to which such Stock Right is
being exercised,  accompanied by full payment of the purchase price therefor (a)
in United  States  dollars  in cash or by check,  (b) at the  discretion  of the
Committee, through delivery of shares of Common Stock having a fair market value
equal as of the date of the  exercise  to the cash  exercise  price of the Stock
Right,  (c) at the  discretion  of the  Committee,  by delivery of the grantee's
personal  recourse  note bearing  interest  payable not less than annually at no
less than 100% of the  lowest  applicable  Federal  rate,  as defined in Section
1274(d) of the Code, (d) at the discretion of the Committee and consistent  with
applicable  law,  through  the  delivery  of an  assignment  to the Company of a
sufficient  amount of the proceeds  from the sale of the Common  Stock  acquired
upon exercise of the Stock Right and an  authorization  to the broker or selling
agent  to  pay  that  amount  to  the  Company,  which  sale  shall  be  at  the
participant's direction at the time of exercise, or (e) at the discretion of the
Committee,  by any  combination of (a), (b), (c) and (d) above. If the Committee
exercises its  discretion to permit  payment of the exercise  price of an ISO by
means of the methods set forth in clauses (b),  (c), (d) or (e) of the preceding
sentence, such discretion shall be exercised in writing at the time of the grant
of the ISO in question. The holder of a Stock Right shall not have the rights of
a  shareholder  with respect to the shares  covered by his Stock Right until the
date of  issuance  of a stock  certificate  to him for such  shares.  Except  as
expressly   provided   above  in   paragraph  13  with  respect  to  changes  in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar  rights  for  which  the  record  date is  before  the date  such  stock
certificate is issued.

      15.  Term and  Amendment  of Plan.  This Plan was  adopted by the Board on
April 9, 1992, subject (with respect to the validation of ISOs granted under the
Plan) to  approval  of the Plan by the  stockholders  of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the approval
of stockholders is not obtained prior to April 9, 1993, any grants of ISOs under
the Plan made prior to that date will be rescinded. The Plan shall expire at the
end of the day on April 8, 2002 (except as to Options outstanding on that date).
Subject to the  provisions  of  paragraph 5 above,  Stock  Rights may be granted
under the Plan prior to the date of stockholder  approval of the Plan. The Board
may terminate or amend the Plan in any respect at any time, except that, without
the approval of the  stockholders  obtained within 12 months before or after the
Board adopts a resolution  authorizing  any of the  following  actions:  (a) the
total  number of shares that may be issued  under the Plan may not be  increased
(except by adjustment  pursuant to paragraph  13); (b) the benefits  accruing to
participants in the Plan may not be materially  increased;  (c) the requirements
as to eligibility to participate in the Plan may not be materially modified; (d)
the provisions of paragraph 3 regarding  eligibility  for grants of ISOs may not
be modified;  (e) the  provisions of paragraph 6(B) regarding the exercise price
at which shares may be offered  pursuant to ISOs may not be modified  (except by
adjustment  pursuant to paragraph 13); and (f) the  expiration  date of the Plan
may not be extended.  Except as otherwise  provided in this  paragraph 15, in no
event may  action of the Board or  stockholders  alter or impair the rights of a
grantee, without his consent, under any Stock Right previously granted to him.

      16. Conversion of ISOs into  Non-Qualified  Options;  Termination of ISOs.
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  ISOs (or any
installments or portions of  installments  thereof) that have not been exercised
on the date of conversion  into  Non-Qualified  Options at any time prior to the
expiration  of such ISOs,  regardless  of whether the optionee is an employee of
the  Company  or a  Related  Corporation  at the time of such  conversion.  Such
actions may include,  but not be limited to,  extending  the exercise  period or
reducing the exercise price of the appropriate installments of such ISOs. At the
time of such  conversion,  the Committee  (with the consent of the optionee) may
impose such conditions on the exercise of the resulting Non-Qualified Options as
the Committee in its  discretion may  determine,  provided that such  conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any  optionee  the  right  to have  such  optionee's  ISOs  converted  into
Non-Qualified  Options,  and no such conversion shall occur until and unless the
Committee  takes  appropriate  action.  The  Committee,  with the consent of the
optionee,  may also terminate any portion of any ISO that has not been exercised
at the time of such termination.

      17.  Application Of Funds.  The proceeds  received by the Company from the
sale of shares  pursuant to Options granted and Purchases  authorized  under the
Plan shall be used for general corporate purposes.

      18. Governmental Regulation.  The Company's obligation to sell and deliver
shares of the Common  Stock  under this Plan is subject to the  approval  of any
governmental  authority required in connection with the authorization,  issuance
or sale of such shares.

      19.  Withholding  of  Additional  Income  Taxes.  Upon the  exercise  of a
Non-Qualified  Option, the grant of an Award, the making of a Purchase of Common
Stock  for less  than its fair  market  value,  the  making  of a  Disqualifying
Disposition  (as defined in paragraph  20) or the vesting of  restricted  Common
Stock  acquired on the  exercise of a Stock Right  hereunder,  the  Company,  in
accordance  with Section  3402(a) of the Code,  may require the optionee,  Award
recipient  or purchaser to pay  additional  withholding  taxes in respect of the
amount that is considered compensation includible in such person's gross income.
The  Committee in its  discretion  may  condition (i) the exercise of an Option,
(ii) the grant of an Award,  (iii) the making of a Purchase of Common  Stock for
less than its fair market value, or (iv) the vesting of restricted  Common Stock
acquired  by  exercising  a  Stock  Right,  on the  grantee's  payment  of  such
additional withholding taxes.

      20.  Notice to Company of  Disqualifying  Disposition.  Each  employee who
receives  an ISO must agree to notify the Company in writing  immediately  after
the employee  makes a  Disqualifying  Disposition  of any Common Stock  acquired
pursuant  to  the  exercise  of an  ISO.  A  Disqualifying  Disposition  is  any
disposition  (including  any sale) of such Common  Stock before the later of (a)
two years after the date the employee was granted the ISO, or (b) one year after
the date the  employee  acquired  Common  Stock by  exercising  the ISO.  If the
employee has died before such stock is sold,  these holding period  requirements
do not apply and no Disqualifying Disposition can occur thereafter.

      21. Compliance with Regulations.  It is the Company's intent that the Plan
comply  in all  respects  with  Rule  16b-3 and any  applicable  Securities  and
Exchange  Commission  interpretations  thereof. If any provision of this Plan is
deemed not to be in compliance with Rule 16b-3,  the provision shall be null and
void.

      22. Governing Law; Construction. The validity and construction of the Plan
and the instruments evidencing Stock Rights shall be governed by the laws of the
State of Delaware,  or the laws of any  jurisdiction in which the Company or its
successors in interest may be organized.  In construing  this Plan, the singular
shall include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.