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EXHIBIT 10.63


                      INCARA PHARMACEUTICALS CORPORATION

                      1994 STOCK OPTION PLAN, AS AMENDED

1.        Purpose.
          -------

          The purpose of this plan (the "Plan") is to secure for INCARA
PHARMACEUTICALS CORPORATION (the "Company") and its shareholders the benefits
arising from capital stock ownership by employees, officers and directors of,
and consultants or advisors to, the Company and the Company's subsidiary
corporations who are expected to contribute to the Company's future growth and
success. Those provisions of the Plan which make express reference to Section
422 shall apply only to Incentive Stock Options (as that term is defined in the
Plan).

2.        Type of Options and Administration.
          ----------------------------------

          (a)  Types of Options.  Options granted pursuant to the Plan shall be
               ----------------
authorized by action of the Board of Directors of the Company (or a Committee
designated by the Board of Directors) and may be either incentive stock options
("Incentive Stock Options") meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code") or non-statutory options which are not intended to meet the requirements
of Section 422 of the Code.

          (b)  Administration.  The Plan will be administered by the Board of
               --------------
Directors or a committee (the "Committee") appointed by the Board of Directors
of the Company, whose construction and interpretation of the terms and
provisions of the Plan shall be final and conclusive. The delegation of powers
to the Committee shall be consistent with applicable laws or regulations
(including, without limitation, applicable state law and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule ("Rule 16b-3")). The Committee may in its sole discretion grant options to
purchase shares of the Company's Common Stock, $.001 par value per share
("Common Stock"), and issue shares upon exercise of such options as provided in
the Plan. The Committee shall have authority, subject to the express provisions
of the Plan, to construe the respective option agreements and the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the respective option agreements, which
need not be identical, and to make all other determinations in the judgment of
the Committee necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. No director or person acting pursuant
to authority delegated by the Board of Directors shall be liable for any action
or determination under the Plan made in good faith. Subject to adjustment as
provided in Section 15 below, the aggregate number of shares of Common Stock
that may be subject to options granted to any person in a calendar year shall
not exceed 300,000 shares.

          (c)  Applicability of Rule 16b-3.  Those provisions of the Plan which
               ---------------------------
make express reference to Rule 16b-3 shall apply to the Company only at such
time as the Company's Common Stock is registered under the Exchange Act, subject
to the last sentence of Section 3(b), and then only to such persons as are
required to file reports under Section 16(a) of the Exchange Act (a "Reporting
Person").
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3.        Eligibility.
          -----------

          (a)  General.  Options may be granted to persons who are, at the time
               -------
of grant, employees, officers or directors of, or consultants or advisors to,
the Company or any subsidiaries of the Company as defined in Sections 424(e) and
424(f) of the Code ("Participants") provided, that Incentive Stock Options may
                                    --------
only be granted to individuals who are employees of the Company (within the
meaning of Section 3401(c) of the Code).  A person who has been granted an
option may, if he or she is otherwise eligible, be granted additional options if
the Committee shall so determine.

          (b)  Grant of Options to Reporting Persons.  The selection of a
               -------------------------------------
director or an officer who is a Reporting Person (as the terms "director" and
"officer" are defined for purposes of Rule 16b-3) as a recipient of an option,
the timing of the option grant, the exercise price of the option and the number
of shares subject to the option shall be determined either (i) by the Board of
Directors, (ii) by a committee of the Board of Directors that is composed solely
of two or more Non-Employee Directors having full authority to act in the matter
or (iii) pursuant to provisions for automatic grants set forth in Section 3(c)
below. For the purposes of the Plan, a director shall be deemed to be a "Non-
Employee Director" only if such person is described in Rule 16b-3(b)(3) as
interpreted from time to time.

          (c)  Fair Market Value.  "Fair Market Value" of a share of Common
               -----------------
Stock of the Company as of a specified date for the purposes of the Plan shall
mean the closing price of a share of the Common Stock on the principal
securities exchange (including the Nasdaq National Market) on which such shares
are traded on the day as of which Fair Market Value is being determined, or on
the next preceding date on which such shares are traded if no shares were traded
on such day, or if the shares are not traded on a securities exchange, Fair
Market Value shall be deemed to be the average of the high bid and low asked
prices of the shares in the over-the-counter market on the day immediately
preceding the date as of which Fair Market Value is being determined or on the
next preceding date on which such high bid and low asked prices were recorded.
If the shares are not publicly traded, Fair Market Value of a share of Common
Stock (including, in the case of any repurchase of shares, any distributions
with respect thereto which would be repurchased with the shares) shall be
determined in good faith by the Board of Directors. In no case shall Fair Market
Value be determined with regard to restrictions other than restrictions which,
by their terms, will never lapse.

          (d)  Directors' Options.  Directors of the Company who are not
               ------------------
employees ("Eligible Directors") will receive an option ("Initial Director
Option") to purchase 10,000 shares of Common Stock on the date that such person
first becomes an Eligible Director. As long as an Eligible Director is a member
of the Board of Directors, such Eligible Director will automatically be granted
a stock option ("Automatic Grant") to purchase 6,000 shares of Common Stock on
the day of each annual meeting of stockholders ("Stockholder Meeting"), except
for Eligible Directors who received an Initial Director Option since the most
recent Automatic Grant. The exercise price for each share subject to a Director
Option shall be equal to the Fair Market Value of the Common Stock on the date
of grant. Director Options shall become exercisable in 36 equal monthly
installments commencing one month from the date the option is granted and will
expire 10 years after the date of grant.

          (e)  Directors' Compensation.  On the date that each Eligible Director
               -----------------------
is elected or re-elected to the Board of Directors, the Director will receive an
annual retainer ("Annual Retainer") of an amount to be determined by the Board
of Directors. Directors may elect to receive all or a portion of their Annual
Retainer as an option to purchase Common Stock ("Retainer Option"). Any
remainder will be paid in cash. Any Retainer Option elected will enable the
Director to purchase a number of shares equal to three times the number of
shares that could have been purchased with the portion of the Annual Retainer
elected to be received as a Retainer

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Option. The exercise price per share for the Retainer Option will be the Fair
Market Value of the Common Stock on the date of the grant. The date of grant
will be the date the Annual Retainer is granted to the director. The Retainer
Options will be fully vested and will be exercisable for ten years from the date
of the grant. This director compensation program was adopted on January 18,
2000, subject to the following transition rule. The date of the Annual Retainer
and the grant date shall be January 18, 2000 for each Eligible Director who was
a Director on the date the program was adopted and the Director shall not
receive any additional retainer at the Stockholder Meeting to be held in 2000.

4.        Stock Subject to Plan.
          ---------------------

          The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 15 below, the maximum number of shares of Common Stock of
the Company which may be issued and sold under the Plan is 3,500,000. If an
option granted under the Plan shall expire, terminate or is cancelled for any
reason without having been exercised in full, the unpurchased shares subject to
such option shall again be available for subsequent option grants under the
Plan.

5.        Forms of Option Agreements.
          --------------------------

          As a condition to the grant of an option under the Plan, each
recipient of an option shall execute an option agreement in such form not
inconsistent with the Plan as may be approved by the Board of Directors. Such
option agreements may differ among recipients.

6.        Purchase Price.
          --------------

          (a)  General.  The purchase price per share of stock deliverable upon
               -------
the exercise of an option shall be determined by the Board of Directors or the
Committee at the time of grant of such option; provided, however, that in the
                                               --------  -------
case of an Incentive Stock Option, the exercise price shall not be less than
100% of the Fair Market Value of such stock, at the time of grant of such
option, or less than 110% of such Fair Market Value in the case of options
described in Section 11(b).

          (b)  Payment of Purchase Price.  Options granted under the Plan may
               -------------------------
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or by any other means which the Board of Directors in its discretion
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board).

7.        Option Period.
          -------------

          Subject to earlier termination as provided in the Plan, each option
and all rights thereunder shall expire on such date as determined by the Board
of Directors or the Committee and set forth in the applicable option agreement,
provided, that such date shall not be later than (10) ten years after the date
--------
on which the option is granted.

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8.        Exercise of Options.
          -------------------

          Each option granted under the Plan shall be exercisable either in full
or in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan. If an option is not at the time of grant immediately exercisable,
the Board of Directors may (i) in the agreement evidencing such option, provide
for the acceleration of the exercise date or dates of the subject option upon
the occurrence of specified events, and/or (ii) at any time prior to the
complete termination of an option, accelerate the exercise date or dates of such
option.

9.        Transferability of Options.
          --------------------------

          (a)  No Incentive Stock Option granted under this Plan shall be
assignable or otherwise transferable by the optionee except by will or by the
laws of descent and distribution. An Incentive Stock Option may be exercised
during the lifetime of the optionee only by the optionee.

          (b)  Any option granted under the Plan other than an Incentive Stock
Option shall be transferable by the optionee to members of his or her family or
otherwise by will or by the laws of descent and distribution or 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. For purposes
of the Plan, an optionee's "family members" shall be deemed to consist of his or
her spouse, parents, children, grandparents, grandchildren and any trusts
created for the benefit of such individuals. A family member to whom an option
has been transferred pursuant to this Section 9(b) shall be hereinafter referred
to as a "Permitted Transferee". An option shall be transferred to a Permitted
Transferee in accordance with the foregoing provisions by the optionee's
execution of an assignment in writing in such form approved by the Board of
Directors or the Committee. The Company shall not be required to recognize the
rights of a Permitted Transferee until such time as it receives a copy of the
assignment from the optionee.

          (c)  In the event an optionee dies during his employment by the
Company or any of its subsidiaries, or during the three-month period following
the date of termination of such employment, his options shall thereafter be
exercisable, during the period specified in the option agreement, by his
executors, administrators or Permitted Transferees to the full extent to which
such options were exercisable by the optionee at the time of his death during
the periods set forth in Section 10 or 11(d).

10.       Effect of Termination of Employment or Other Relationship.
          ---------------------------------------------------------

          Except as provided in Section 11(d) with respect to Incentive Stock
Options and except as otherwise determined by the Committee at the date of grant
of an option, and subject to the provisions of the Plan, an optionee or his
Permitted Transferee may exercise an option at any time within three (3) months
following the termination of the optionee's employment or other relationship
with the Company or within one (1) year if such termination was due to the death
or disability of the optionee but, except in the case of the optionee's death,
in no event later than the expiration date of the option. If the termination of
the optionee's employment or other relationship with the Company is for cause or
is otherwise attributable to a breach by the optionee of an employment,
consulting, confidentiality or non-disclosure agreement, the option shall expire
immediately upon such termination. The Board or Directors shall have the power
to determine what constitutes a termination for cause or a breach of an
employment, consulting, confidentiality or non-disclosure agreement, whether an
optionee has been terminated for cause or has breached such an agreement, and
the date upon such termination for cause or breach occurs. Any such
determinations shall be final and conclusive and binding upon

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the optionee.

11.       Incentive Stock Options
          -----------------------

          Options granted under the Plan which are intended to be Incentive
Stock Options shall be subject to the following additional terms and conditions:

          (a)  Express Designation.  All Incentive Stock Options granted under
               -------------------
the Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.

          (b)  10% Stockholder.  If any employee to whom an Incentive Stock
               ---------------
Option is to be granted under the Plan is, at the time of the grant of such
option, the owner of stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (after taking into account the
attribution of stock ownership rules of Section 424(d) of the Code), then the
following special provisions shall be applicable to the Incentive Stock Option
granted to such individual:

               (i)    the purchase price per share of the Common Stock subject
     to such Incentive Stock Option shall not be less than 110% of the Fair
     Market Value of one share of Common Stock at the time of grant; and

               (ii)   the option exercise period shall not exceed five years
     from the date of grant.

          (c)  Dollar Limitation.  For so long as the Code shall so provide,
               -----------------
options granted to any employee under the Plan (and any other incentive stock
option plans of the Company) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value, as
of the respective date or dates of grant, of more than $100,000.

          (d)  Termination of Employment, Death or Disability.  No Incentive
               ----------------------------------------------
Stock Option may be exercised unless, at the time of such exercise, the optionee
is, and has been continuously since the date of grant of his or her option,
employed by the Company, except that:

               (i)    an Incentive Stock Option may be exercised within the
     period of three months after the date the optionee ceases to be an employee
     of the Company (or within such lesser period as may be specified in the
     applicable option agreement), provided, that the agreement with respect to
                                   --------
     such option may designate a longer exercise period and that the exercise
     after such three-month period shall be treated as the exercise of a non-
     statutory option under the Plan;

               (ii)   if the optionee dies while in the employ of the Company,
     or within three months after the optionee ceases to be such an employee,
     the Incentive Stock Option may be exercised by the person to whom it is
     transferred by will or the laws of descent and distribution within the
     period of one year after the date of death (or within such lesser period as
     may be specified in the applicable option agreement); and

               (iii)  if the optionee becomes disabled (within the meaning of
     Section 22(e)(3) of the Code or any successor provisions thereto) while in
     the employ of the Company, the Incentive Stock Option may be exercised
     within the period of one year after the date the optionee ceases to be such
     an employee because of such disability (or within such lesser period as may
     be specified in the applicable option agreement).

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For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

12.       Additional Provisions.
          ---------------------

          (a)  Additional Option Provisions.  The Board of Directors or the
               ----------------------------
Committee may, in its sole discretion, include additional provisions in option
agreements covering options granted under the Plan, including without limitation
restrictions on transfer, repurchase rights, rights of first refusal,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors; provided, that such
                                                             --------
additional provisions shall not be inconsistent with any other term or condition
of the Plan and such additional provisions shall not cause any Incentive Stock
Option granted under the Plan to fail to qualify as an Incentive Stock Option
within the meaning of Section 422 of the Code.

          (b)  Acceleration, Extension, Etc.  The Board of Directors may, in its
               -----------------------------
sole discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under the
Plan may be exercised; provided, however, that no such extension shall be
                       --------  -------
permitted if it would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3 (if applicable).

13.       General Restrictions.
          --------------------

          (a)  Investment Representations. The Company may require any person to
               --------------------------
whom an option is granted, as a condition of exercising such option or award, to
give written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option or
award, for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock, including any "lock-up" or other restriction on
transferability.

          (b)  Compliance With Securities Law.  Each option shall be subject to
               ------------------------------
the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option or award upon any securities exchange or automated quotation system or
under any state or federal law, or the consent or approval of any governmental
or regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with the issuance or purchase of shares thereunder, such option or
award may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval, or satisfaction of such
condition shall have been effected or obtained on conditions acceptable to the
Board of Directors or the Committee.  Nothing herein shall be deemed to require
the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.

14.       Rights as a Stockholder.
          -----------------------

          The holder of an option shall have no rights as a stockholder with
respect to any shares covered by the option (including, without limitation, any
rights to receive dividends or non-cash distributions with respect to such
shares) until the date of issue of a stock certificate to him or her for such
shares.  No adjustment

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shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.

15.       Adjustment Provisions for Recapitalizations, Reorganizations and
          ----------------------------------------------------------------
          Related Transactions.
          --------------------

          (a)  Recapitalizations and Related Transactions.  If, through or as a
               ------------------------------------------
result of any recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased, decreased or exchanged for a different number or
kind of shares or other securities of the Company, or (ii) additional shares or
new or different shares or other non-cash assets are distributed with respect to
such shares of Common Stock or other securities, an appropriate and
proportionate adjustment shall be made in (x) the maximum number and kind of
shares reserved for issuance under or otherwise referred to in the Plan, (y) the
number and kind of shares or other securities subject to any then outstanding
options under the Plan, and (z) the price for each share subject to any then
outstanding options under the Plan, without changing the aggregate purchase
price as to which such options remain exercisable.  Notwithstanding the
foregoing, no adjustment shall be made pursuant to this Section 15 if such
adjustment (i) would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3 or (ii) would be considered as the adoption of a new
plan requiring stockholder approval.

          (b)  Reorganization, Merger and Related Transactions.  All outstanding
               -----------------------------------------------
options under the Plan shall become fully exercisable for a period of sixty (60)
days following the occurrence of any Trigger Event, whether or not such options
are then exercisable under the provisions of the applicable agreements relating
thereto. For purposes of the Plan, a "Trigger Event" is any one of the following
events:

               (i)    the date on which shares of Common Stock are first
     purchased pursuant to a tender offer or exchange offer (other than such an
     offer by the Company, any Subsidiary, any employee benefit plan of the
     Company or of any Subsidiary or any entity holding shares or other
     securities of the Company for or pursuant to the terms of such plan),
     whether or not such offer is approved or opposed by the Company and
     regardless of the number of shares purchased pursuant to such offer;

               (ii)   the date the Company acquires knowledge that any person or
     group deemed a person under Section 13(d)-3 of the Exchange Act (other than
     the Company, any Subsidiary, any employee benefit plan of the Company or of
     any Subsidiary or any entity holding shares of Common Stock or other
     securities of the Company for or pursuant to the terms of any such plan or
     any individual or entity or group or affiliate thereof which acquired its
     beneficial ownership interest prior to the date the Plan was adopted by the
     Board), in a transaction or series of transactions, has become the
     beneficial owner, directly or indirectly (with beneficial ownership
     determined as provided in Rule 13d-3, or any successor rule, under the
     Exchange Act), of securities of the Company entitling the person or group
     to 30% or more of all votes (without consideration of the rights of any
     class or stock to elect directors by a separate class vote) to which all
     stockholders of the Company would be entitled in the election of the Board
     of Directors were an election held on such date;

               (iii)  the date, during any period of two consecutive years, when
     individuals who at the beginning of such period constitute the Board of
     Directors of the Company cease for any reason to constitute at least a
     majority thereof, unless the election, or the nomination for election by
     the stockholders of the Company, of each new director was approved by a
     vote of at least two-thirds of the directors then still in office who were
     directors at the beginning of such period; and

               (iv)   the date of approval by the stockholders of the Company of
     an agreement (a "reorganization agreement") providing for:

                                       7
<PAGE>

                    (A)  the merger or consolidation of the Company with another
          corporation where the stockholders of the Company, immediately prior
          to the merger or consolidation, do not beneficially own, immediately
          after the merger or consolidation, shares of the corporation issuing
          cash or securities in the merger or consolidation entitling such
          stockholders to more than 50% of all votes (without consideration of
          the rights of any class of stock to elect directors by a separate
          class vote) to which all stockholders of such corporation would be
          entitled in the election of directors or where the members of the
          Board of Directors of the Company, immediately prior to the merger or
          consolidation, do not, immediately after the merger or consolidation,
          constitute a majority of the Board of Directors of the corporation
          issuing cash or securities in the merger or consolidation; or

                    (B)  the sale or other disposition of all or substantially
          all the assets of the Company.

          (c)  Board Authority to Make Adjustments.  Any adjustments under this
               -----------------------------------
Section 15 will be made by the Board of Directors or the Committee, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional shares will be
issued under the Plan on account of any such adjustments.

16.       Merger, Consolidation, Asset Sale, Liquidation, Etc.
          ----------------------------------------------------

          (a)  General.  In the event of any sale, merger, transfer or
               -------
acquisition of the Company or substantially all of the assets of the Company in
which the Company is not the surviving corporation, and provided that after the
Company shall have requested the acquiring or succeeding corporation (or an
affiliate thereof), that equivalent options shall be substituted and such
successor corporation shall have refused or failed to assume all options
outstanding under the Plan or issue substantially equivalent options, then any
or all outstanding options under the Plan shall accelerate and become
exercisable in full immediately prior to such event.  The Committee will notify
holders of options under the Plan that any such options shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the options will terminate upon expiration of such notice.

          (b)  Substitute Options.  The Company may grant options under the Plan
               ------------------
in substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation.  The
Company may direct that substitute options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.

17.       No Special Employment Rights.
          ----------------------------

          Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.

18.       Other Employee Benefits.
          -----------------------

          Except as to plans which by their terms include such amounts as
compensation, the amount of

                                       8
<PAGE>

any compensation deemed to be received by an employee as a result of the
exercise of an option or the sale of shares received upon such exercise will not
constitute compensation with respect to which any other employee benefits of
such employee are determined, including, without limitation, benefits under any
bonus, pension, profit-sharing, life insurance or salary continuation plan,
except as otherwise specifically determined by the Board of Directors.

19.       Amendment of the Plan.
          ---------------------

          (a)  The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect; provided, however, that if at any time
the approval of the stockholders of the Company is required under Section 422 of
the Code or any successor provision with respect to Incentive Stock Options, or
under Rule 16b-3, the Board of Directors may not effect such modification or
amendment without such approval; and provided, further, that the provisions of
Section 3(d) hereof shall not be amended more than once every six months, other
than to comport with changes in the Code, the Employer Retirement Income
Security Act of 1974, as amended, or the rules thereunder.

          (b)  The modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights under an option previously
granted to him or her.  With the consent of the optionee affected, the Board of
Directors or the Committee may amend outstanding option agreements in a manner
not inconsistent with the Plan.  The Board of Directors shall have the right to
amend or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code and (ii) the terms and provisions of
the Plan and of any outstanding option to the extent necessary to ensure the
qualification of the Plan under Rule 16b-3.

20.       Withholding.
          -----------

          (a)  The Company shall have the right to deduct from payments of any
kind otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any options or shares issued upon
exercise of options under the Plan.  Subject to the prior approval of the
Company, which may be withheld by the Company in its sole discretion, the
optionee may elect to satisfy such obligations, in whole or in part, (i) by
causing the Company to withhold shares of Common Stock otherwise issuable
pursuant to the exercise of an option or (ii) by delivering to the Company
shares of Common Stock already owned by the optionee.  The shares so delivered
or withheld shall have a Fair Market Value equal to such withholding obligation
as of the date that the amount of tax to be withheld is to be determined.  An
optionee who has made an election pursuant to this Section 20(a) may only
satisfy his or her withholding obligation with shares of Common Stock which are
not subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.

          (b)  The acceptance of shares of Common Stock upon exercise of an
Incentive Stock Option shall constitute an agreement by the optionee (i) to
notify the Company if any or all of such shares are disposed of by the optionee
within two years from the date the option was granted or within one year from
the date the shares were issued to the optionee pursuant to the exercise of the
option, and (ii) if required by law, to remit to the Company, at the time of and
in the case of any such disposition, an amount sufficient to satisfy the
Company's federal, state and local employment and withholding tax obligations
with respect to such disposition, whether or not, as to both (i) and (ii), the
optionee is in the employ of the Company at the time of such disposition.

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<PAGE>

          (c)  Notwithstanding the foregoing, in the case of a Reporting Person
whose options have been granted in accordance with the provisions of Section
3(b) herein, no election to use shares for the payment of withholding taxes
shall be effective unless made in compliance with any applicable requirements of
Rule 16b-3.

21.       Cancellation and New Grant of Options, Etc.
          ------------------------------------------

          The Board of Directors or the Committee shall have the authority to
effect, at any time and from time to time, with the consent of the affected
optionees, (i) the cancellation of any or all outstanding options under the Plan
and the grant in substitution therefor of new options under the Plan covering
the same or different numbers of shares of Common Stock and having an option
exercise price per share which may be lower or higher than the exercise price
per share of the cancelled options or (ii) the amendment of the terms of any and
all outstanding options under the Plan to provide an option exercise price per
share which is higher or lower than the then-current exercise price per share of
such outstanding options.

22.       Effective Date and Duration of the Plan.
          ---------------------------------------

          (a)  Effective Date. The Plan was adopted by the Board of Directors on
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October 31, 1994 and was approved by the Company's stockholders on October 31,
1994.  Amendments to the Plan not requiring stockholder approval shall become
effective when adopted by the Board of Directors; amendments requiring
stockholder approval (as provided in Section 19) shall become effective when
adopted by the Board of Directors, but no Incentive Stock Option granted after
the date of such amendment shall become exercisable (to the extent that such
amendment to the Plan was required to enable the Company to grant such Incentive
Stock Option to a particular optionee) unless and until such amendment shall
have been approved by the Company's stockholders.  If such stockholder approval
is not obtained within twelve months of the Board's adoption of such amendment,
any Incentive Stock Options granted on or after the date of such amendment shall
terminate to the extent that such amendment to the Plan was required to enable
the Company to grant such option to a particular optionee.  Subject to this
limitation, options may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan.

          (b)  Termination.  Unless sooner terminated in accordance with Section
               -----------
16, the Plan shall terminate upon the earlier of (i) October 30, 2004, which is
the close of business on the day next preceding the tenth anniversary of the
date of its adoption by the Board of Directors, or (ii) the date on which all
shares available for issuance under the Plan shall have been issued pursuant to
the exercise or cancellation of options granted under the Plan.  If the date of
termination is determined under (i) above, then options outstanding on such date
shall continue to have force and effect in accordance with the provisions of the
instruments evidencing such options.

23.       Governing Law.
          -------------

          The provisions of this Plan shall be governed and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws.


As amended by the Board of Directors through March 27, 2001.

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