STOCK OPTION AGREEMENT

     AGREEMENT,  dated September 11, 2000, between SELECT THERAPEUTICS INC. (the
"Company"),  a Delaware  corporation  with offices at 124 Mount  Auburn  Street,
Suite  200  North,  Cambridge,  Massachusetts,  02138,  and BONNI  DUTCHER  (the
"Optionee"), residing at 13304 Sunny Brook Place, Potomac, Maryland 20854.

     WHEREAS,  in  consideration  for the  termination of optionee's  consulting
agreement with the Company dated May 18, 2000,  the Company  desires to give the
Optionee an  opportunity  to purchase  shares of its common  stock (the  "Common
Stock"), subject to the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1.   Option  Grant.  The Company  hereby  grants to the Optionee the option (the
     "Option") to purchase 15,000 shares (the "Optioned Shares") of Common Stock
     from the Company at a price of US $4.00 per share.  The Optionee shall have
     the right to exercise  the Option  immediately  upon the  execution of this
     Agreement  through and  including  September  10,  2002.  The Option may be
     exercised  in whole at any time or in part  from  time to time  during  the
     exercise  period  and is subject  to  adjustment  as to price and number of
     shares as set forth in Section 5 hereof.

2.   Option Exercise;  Cashless Exercise.  The Option may be exercised by notice
     to the Company of the intent to exercise the

<PAGE>

     Option, an acceptable form of which notice is set forth as Exhibit A hereto
     and made a part hereof, specifying the number of Optioned Shares in respect
     of which the Option is being  exercised and the Option  exercise  price and
     accompanied by payment for such Shares by cash,  wire transfer or a bank or
     certified  check  payable to the order of the Company.  This Option also is
     exercisable by a  broker-dealer,  acting on behalf of the Optionee,  if (a)
     such  broker-dealer  and the  Optionee  shall  agree  to  comply  with  the
     applicable provisions of Section 220.3(e)(4) of Regulation T of the Federal
     Reserve Board, (b) if the broker-dealer agrees to remit the Option exercise
     price to the Company out of the net sales  proceeds of the Optioned  Shares
     being acquired and (c) if the Company receives written instructions, signed
     by the  Optionee,  requesting  the  Company to deliver  such Shares to such
     broker dealer and  specifying  the account into which such Shares should be
     deposited.  The Optionee agrees to make adequate  provision for the payment
     of any withholding taxes due upon exercise of the Option.

3.   Option Transferable Only Upon the Death of the Optionee. During the life of
     the  Optionee,  the Option shall not be  transferable  and may be exercised
     only by the Optionee;  provided, however, that in the event of the death of
     the Optionee  prior to the Expiration  Date, the Option,  to the extent not
     theretofore  exercised,  shall be exercisable in full by the person to whom
     the Option is transferred by will or by the applicable  laws of descent and
     distribution,  and the Option shall  terminate upon its expiration date and
     not prior to such date.


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<PAGE>

4.   Reservation of Common Stock.  During the period within which the Option may
     be exercised  the Company shall at all times have  authorized  and reserved
     for issuance  upon such  exercise a  sufficient  number of shares of Common
     Stock to provide for its exercise.  The Company agrees that its issuance of
     this  Agreement  shall  constitute  full  authority to its officers who are
     charged with the duty of causing the issuance of stock  certificates of the
     Company to take all action  necessary or  appropriate to cause to be issued
     the necessary  stock  certificates  for the shares of Common Stock issuable
     upon the proper exercise of the Option.

5.   Adjustment of Option Price and Number of Optioned  Shares.  With respect to
     the Option granted  hereunder,  the Option price and the number and kind of
     securities  purchasable upon the exercise of the Option shall be subject to
     adjustment  from  time to time upon the  occurrence  of  certain  events as
     follows:

          (a) In case the  Company  shall  (i) pay a  dividend  in shares of its
     capital stock, (ii) subdivide its outstanding shares of Common Stock, (iii)
     reduce, consolidate, or combine its outstanding shares of Common Stock into
     a smaller number of shares, or (iv) issue by reclassification of its shares
     of Common Stock any shares of Common Stock of the Company, the Option price
     in effect  immediately  prior  thereto  shall be adjusted  to that  amount,
     determined by multiplying the Option price in effect  immediately  prior to
     such date by a  fraction,  of which the  numerator  shall be the  number of
     shares of Common Stock  outstanding  on such date before  giving  effect to
     such event,  and of which the denominator  shall be the number of shares of
     Common Stock outstanding after


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<PAGE>

     giving effect  thereto.  An  adjustment  made pursuant to this Section 5(a)
     shall become effective retroactively,  immediately after the record date in
     the case of a dividend,  and  immediately  after the effective  date in the
     case  of  a   subdivision,   reduction,   consolidation,   combination   or
     reclassification.  Each such adjustment shall be made successively whenever
     any such effective date or record date shall occur.

          (b) If the Common Stock issuable upon the exercise of the Option shall
     be changed  into the same or a  different  number of shares of any class or
     classes of stock,  whether by capital  reorganization,  reclassification or
     otherwise  (other  than a  subdivision  or  combination  of shares or stock
     dividend,  or a  reorganization,  merger,  consolidation  or sale of assets
     provided for in this Section 5), then, and in each such event, the Optionee
     shall  have  the  right  thereafter  to  receive,  without  payment  of any
     additional  consideration therefor, the kind and amount of shares of Common
     Stock and other securities  properly  receivable upon such  reorganization,
     reclassification  or other  change by  holders  of the  number of shares of
     Common Stock into which the Option might have been exercised, as reasonably
     determined by the Company's Board of Directors,  immediately  prior to such
     reorganization,   reclassification   or  change,  all  subject  to  further
     adjustment as provided in this Section 5.

          (c) If at any  time or from  time to time  there  shall  be a  capital
     reorganization of the Common Stock (other than a subdivision,  combination,
     reclassification or exchange of shares provided for in this Section 5) or a
     merger or consolidation of the Company with or into another corporation, or
     the sale of all or substantially all of the Company's properties and assets
     to any


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<PAGE>

     other person, then, as a part of such reorganization, merger, consolidation
     or sale, provision shall be made as reasonably  determined by the Company's
     Board of  Directors so that the Optionee  shall  thereafter  be entitled to
     receive  upon  exercise of the Option,  without  payment of any  additional
     consideration  therefor,  the  number of shares of  capital  stock or other
     securities  or  property  of the  Company or of the  successor  corporation
     resulting from such merger or  consolidation  or sale, to which a holder of
     Common  Stock  deliverable  upon  exercise  of the  Option  would have been
     entitled on such capital reorganization, merger, consolidation or sale.

          (d) Upon each adjustment in the Option price,  the number of shares of
     Common Stock purchasable  hereunder shall be adjusted, to the nearest whole
     share to the  product  obtained,  by  multiplying  the  number of shares of
     Common Stock purchasable immediately prior to such adjustment in the Option
     price by a  fraction,  the  numerator  of which  shall be the Option  price
     immediately  prior to such adjustment and the denominator of which shall be
     the Option price immediately thereafter.

          (e) The adjustments  provided for in this Section 5 are cumulative and
     shall   apply   to   successive   divisions,   subdivisions,    reductions,
     combinations,   consolidations,   issues,  distributions  or  other  events
     contemplated  herein  resulting in any  adjustment  under the provisions of
     this  Section  5;  provided,   however,  that,  notwithstanding  any  other
     provision  of this  Section 5, no  adjustment  of the Option price shall be
     required  if (1) the issue of Common  Stock is being made  pursuant  to any
     stock option or stock purchase plan in force from time to time for officers
     and/or employees of the Company,  or any other  option(including  warrants)


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<PAGE>

     outstanding  at the date of  issuance  of this  Option or (2)  unless  such
     adjustment  would require an increase or decrease of more than five percent
     (5%) in the Option  price then in effect;  and provided  further,  however,
     that any  adjustments in the Option price,  which by reason of this Section
     5(e),  are not required then to be made shall be carried  forward and taken
     into account in any subsequent adjustment.

6.   Certificate  of  Adjustment.  Whenever  the Option  price is  adjusted,  as
     provided in Section 5 above,  the  Company  shall  promptly  deliver to the
     Optionee a certificate  of the principal  financial  officer of the Company
     setting  forth the Option price after such  adjustment  and setting forth a
     brief statement of the facts requiring such adjustments and the calculation
     thereof.

7.   No Fractional  Shares.  No fractional shares of Common Stock will be issued
     in connection  with any exercise of the Option.  In lieu of any  fractional
     shares which would otherwise be issuable,  the Company shall pay cash equal
     to the product of such fraction multiplied by the Option price in effect on
     the date of exercise.

8.   Notice of Certain  Events.  If at any time prior to the  expiration or full
     exercise of the Option, the Company shall:

          (a) Take a record of the  holders  of any class of  securities  of the
     Company for the purpose of determining the holders thereof who are entitled
     to receive any dividend (other than a cash dividend at the same rate as the
     rate of the last cash dividend theretofore paid) or other distribution,  or
     any rights to subscribe  for,  purchase or otherwise  acquire any shares of
     capital


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<PAGE>

     stock of any class or any other  securities or property,  or to receive any
     other right;

          (b) Offer for  subscription pro rata to holders of Common Stock of the
     Company  any  additional  shares  of  capital  stock of any  class or other
     rights;

          (c)  Propose  any  capital   reorganization   of  the   Company,   any
     reclassification or recapitalization of the capital stock of the Company or
     any  consolidation  or  merger  of the  Company  with,  or  sale  of all or
     substantially  all  of its  assets  to,  another  corporation  or  business
     organization;  or

          (d) Be  the  subject  of any  voluntary  or  involuntary  dissolution,
     liquidation or winding-up;

then,  in each such  event,  the  Company  shall  mail to the  Optionee a notice
specifying (i) the date or expected date on which any such record is to be taken
for the purpose of such dividend,  distribution  or right,  and (ii) the date or
expected   date   upon   which   any  such   reorganization,   reclassification,
recapitalization,  dissolution,  liquidation,  winding-up or offering is to take
place and the time,  if any,  to be fixed,  as of which the holders of record of
Common  Stock shall be entitled to  exchange  their  shares of Common  Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification, recapitalization, dissolution, liquidation or winding-up. Such
notice shall be mailed at least forty-five (45) days prior to the earlier of the
dates specified in clauses (i) and (ii) above.


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<PAGE>


9.   Rights as a Stockholder.

          (a)  The  Optionee  shall  not be  deemed  for  any  purposes  to be a
     stockholder  of the  Company  with  respect to any of the  Optioned  Shares
     except to the extent that the Option  shall have been duly  exercised  with
     respect thereto.

          (b) The  existence  of an Option shall not affect in any way the right
     or power of the Company or its stockholders to make or authorize any or all
     adjustments,  recapitalization,  reorganizations  or other  changes  in the
     Company's capital structure or its business, or any merger or consolidation
     of the  Company,  or any issue of  bonds,  debentures,  preferred  or prior
     preference  stock  ahead of or  affecting  the  Common  Stock or the rights
     thereof,  or  dissolution  or  liquidation  of the  Company  or any sale or
     transfer  of all or any  part  of its  assets  or  business,  or any  other
     corporate act or proceeding, whether of a similar character or otherwise.

10.  Compliance with Securities Laws.

          (a) Until such time as the  Optioned  Shares  shall  have been  either
     registered  under the Securities  Act of 1933, as amended (the  "Securities
     Act"),  or sold  pursuant to an exemption  from  registration,  the Company
     shall utilize its best efforts to comply with the reporting requirements of
     Sections 13 and 15(d) of the  Securities  Exchange Act of 1934  (whether or
     not it shall be required to do so pursuant to such  sections)  and will use
     its best  efforts to comply  with all other  public  information  reporting
     requirements  of  the  Securities  and  Exchange   Commission  (the  "SEC")
     (including,  without limitation,  Rule 144 promulgated by the SEC under the
     Securities   Act)  from  time  to  time  in  effect  and  relating


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<PAGE>

     to the availability of an exemption from registration  under the Securities
     Act for the sale of restricted securities.  The Company also will cooperate
     with the Optionee in supplying such information as may be necessary for the
     Optionee to complete and file any information  reporting forms presently or
     hereafter required by the SEC as a condition to the availability of such an
     exemption.

          (b) As a condition  precedent  to the valid  exercise of an Option the
     Optionee  shall  represent  in writing to the Company  that he is acquiring
     such Shares for his own account as an investment and not with a view to, or
     for sale in  connection  with,  the  distribution  of any  thereof and each
     certificate  representing Optioned Shares shall bear a legend customary for
     securities not registered under the Securities Act.

11.  Notices.  All notices required or desired to be given hereunder shall be in
     writing  and  shall be  deemed  properly  given  to a party  if  personally
     delivered or mailed by certified mail,  return receipt  requested,  to such
     party at the  address  set forth at the head of this  Agreement  or to such
     other address as shall be specified by notice duly given.  Notices given by
     certified  mail shall be deemed given three business days after the date of
     mailing,  and notices delivered in person shall be deemed given on the date
     of delivery.

12.  Entire Agreement;  Breach and Waiver.  The provisions hereof constitute the
     entire  agreement  between the parties with  respect to the subject  matter
     hereof  and  supersede  any  prior  written  or  oral  understanding.  This
     Agreement  may not be  amended  or  modified  in any  manner,  except by an
     instrument in writing


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<PAGE>


     signed by both  parties  hereto.  The  failure  of either  party  hereto to
     enforce  at any  time  any  of the  provisions  hereof  shall  in no way be
     construed to be a waiver of any such provision or any other  provision,  or
     of the right of such  party  thereafter  to  enforce  each and  every  such
     provision  or other  provision  in the event of a  subsequent  breach.  Any
     waiver must be in writing and duly authorized.

13.  Agreement  Binding  Upon  Successors.  This  Agreement  shall  inure to the
     benefit  of, and shall be binding  upon the  Company,  its  successors  and
     assigns,  and  upon  the  Optionee,  his  successors  and  assigns,  heirs,
     executors, administrators and legal representatives.

14.  Counterparts.  This Agreement may be executed in several counterparts, each
     of which  shall be  deemed an  original,  but all of which  together  shall
     constitute one and the same instrument.

15.  Construction.  This  Agreement  shall be  governed  by,  and  construed  in
     accordance with, the local laws of the State of New York.

16.  Headings.  The headings  herein are solely for the convenience of reference
     and shall be given no effect in the construction or  interpretation  hereof
     and shall not constitute, or be deemed to constitute, a part hereof.


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<PAGE>

     IN WITNESS  WHEREOF,  the  Company  and the  Optionee  have  executed  this
Agreement as of the day and year first above written.

                                          SELECT THERAPEUTICS INC.


                                          By:  /s/ Robert Bender
                                               --------------------------------
                                               Robert Bender, Chairman


                                          Optionee:


                                          /s/ Bonni Dutcher
                                          --------------------------------------
                                          Bonni Dutcher


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<PAGE>

                                    EXHIBIT A

                                              Date:                      , 200
                                                   ----------------------     --

Select Therapeutics Inc.
124 Mount Auburn Street
Suite 200 North
Cambridge, Massachusetts 02138

Attn: Chairman

         Re: Exercise of Stock Option

Gentlemen:

     Please be advised  that I wish to  exercise my Stock  Option by  purchasing
_________  shares of Common Stock of the Company at the option price of US $ per
share. I enclose herewith a check in the amount of US  $_______________  in full
payment for said shares.

     Please deliver the certificate(s) to me at the following address:

                                                Sincerely,


                                                Name:______________________


                                                Address:___________________

                                                ___________________________

                                                ___________________________

                                                Social Security Number:
                                                ___________________________

Enclosure


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