Exhibit 10.7


                               OPTION CERTIFICATE
                          (NON-STATUTORY STOCK OPTION)

     THIS IS TO CERTIFY that BioSource International, Inc., a Delaware
corporation (the "Company"), has granted to the person named below a
non-statutory stock option (the "Option") to purchase shares of the Company's
Common Stock, par value $0.001 per share (the. "Shares"), as follows:

Name of Optionee:       David S. Fishman

Address of Optionee:    36 Angelica Drive
                        Framingham, Massachusetts 01701

Number of Shares:       25,000

Option Exercise Price:  12 13/16

Option Expiration Date: December 8, 2008

     EXERCISE SCHEDULE: The Option shall become exercisable as follows: the
option to purchase 12,500 shares vests on December 9, 1999 and the option to
purchase an additional 12,500 shares vests on December 9, 2000 (the "Vesting
Date").

     SUMMARY OF OTHER TERMS: This Option is defined in the Stock Option
Agreement (Non-Statutory Stock Option) (the "Option Agreement") which is
attached to this Option Certificate (the "Certificate") as Annex I. This
Certificate summarizes certain of the provisions of the Option Agreement for
your information, but is not complete. Your rights are governed by the Option
Agreement, not by this Summary. The Company strongly suggests that you carefully
review the full Option Agreement prior to signing this Certificate or exercising
the Option.

     Among the terms of the Option Agreement are the following:

     EMPLOYMENT: Unless otherwise provided in your Consulting Agreement with the
Company, dated as of December 9, 1998 ("Consulting Agreement"), the Option
Agreement obligates you to work for the Company (or hold office if you are a
director) for one (1) year from the Date of Grant of the Option. Note, however,
that should you fail to do so, the Company's sole remedy is to cancel the
portion of your Option which is not then exercisable


<PAGE>


(unless otherwise provided in your Consulting Agreement). The Option Agreement
does not obligate the Company to retain you for one (1) year. See Paragraph 3
and the Exercise Schedule, above. Unless otherwise agreed in writing, the
Company reserves the right to terminate any employee or consultant at any time,
with or without cause.

     TERMINATION OF EMPLOYMENT: Unless otherwise provided in your Consulting
Agreement, while the Option terminates on the Option Expiration Date, it will
terminate earlier if you cease to be employed by the Company (or hold office if
you are a director).

     TRANSFER: The Option is personal to you, and cannot be sold, transferred,
assigned or otherwise disposed of to any other person, except on your death. See
Paragraph 15(d).

     EXERCISE: You can exercise the Option (once it is exercisable), in whole or
in part, by delivering to the Company a Notice of Exercise identical to Exhibit
"A" attached to the Option Agreement, accompanied by payment of the Exercise
Price for the Shares to be purchased. The Company will then issue a certificate
to you for the Shares you have purchased. You are under no obligation to
exercise the Option. See Paragraph 4.

     ANTI-DILUTION PROVISIONS: The Option contains provisions which adjust your
Option to reflect stock splits, stock dividends, mergers and other major
corporate reorganizations which would change the nature of the Shares underlying
your Option. See Paragraph 7.

     WAIVER: By signing this Certificate, you will be agreeing to all of the
terms of the Option Agreement, including those not summarized in this
Certificate. You will waive your rights to options or stock which may have been
promised to you. See Paragraph 8.

     WITHHOLDING: The Company may require you to make any arrangements necessary
to insure the proper withholding of any amount of tax, if any, required to be
withheld by the Company as a result of the exercise of the Option. See Paragraph
13.


                                  EX-10-7 - 2
<PAGE>


                                    AGREEMENT

     BioSource International, Inc., a Delaware corporation (the "COMPANY"), and
the above-named person (the "OPTIONEE") each hereby agrees to be bound by all of
the terms and conditions of the Stock Option Agreement (Incentive Stock Option)
which is attached hereto as Annex I and incorporated herein by this reference as
if set forth in full is this document.

DATED: December 9, 1998

                                       BIOSOURCE INTERNATIONAL, INC.


                                       By:   /S/ JAMES CHAMBERLAIN
                                             -----------------------------------
                                             Its: President & Chief Executive
                                                  Officer


                                       By:  /S/ DAVID S. FISHMAN
                                             -----------------------------------
                                             Employee Signature

                                              -------------------------------
                                              (Please print your name exactly
                                              as you wish it to appear on any
                                             stock certificates issued to you
                                               upon exercise of the Option)


                                  EX-10-7 - 3
<PAGE>


                                     ANNEX I

                             STOCK OPTION AGREEMENT
                          (Non-Statutory Stock Option)

     This STOCK OPTION AGREEMENT (this "Option Agreement") is made and entered
into on the execution date of the Option Certificate to which it is attached
(the "Certificate"), by and between BioSource International, Inc., a Delaware
corporation (the "Company"), and the person named in the Certificate
("Optionee").

     The Board of Directors of the Company (the "Board") has authorized the
grant to Optionee of a non-statutory stock option to purchase shares of the
Company's Common Stock, par value $0.001 per share (the "Common Stock"), upon
the terms and subject to the conditions set forth in this Option Agreement.

     The Company and Optionee agree as follows:

     1. Grant of Option.

     The Company hereby grants to Optionee the right and option (the "Option"),
upon the terms and subject to the conditions set forth in this Option Agreement,
to purchase all or any portion of that number of shares of the Common Stock (the
"Shares") set forth in the Certificate, at the Option exercise price set forth
in the Certificate (the "Exercise Price").

     2. Term of Option.

     The Option shall terminate and expire on the Option Expiration Date set
forth in the Certificate, unless sooner terminated as provided herein.

     3. Exercise Period.

          (a) Subject to the provisions of Paragraphs 3(b), 5, 7(c) and 7(d) of
     this Option Agreement and except as otherwise provided in your Consulting
     Agreement with the Company (the "Consulting Agreement"), the Option shall
     become exercisable (in whole or in part) upon and after the dates set forth
     under the caption "Exercise Schedule" in the Certificate. The installments
     shall be cumulative; i.e., the Option may be exercised, as to any or all
     Shares covered by an installment, at any time or times after the
     installment first becomes exercisable and until expiration or termination
     of the Option.

          (b) Notwithstanding anything to the contrary, contained in this Option
     Agreement, the Option may not be exercised, in whole or in part, unless and
     until any then-


                                  EX-10-7 - 4
<PAGE>


applicable requirements of all federal, state and local laws and regulatory
agencies shall have been fully complied with to the satisfaction of the Company
and its counsel.

     4. Exercise of Option.

     There is no obligation to exercise the Option, in whole or in part. The
Option may be exercised, in whole or in part, only by delivery to the Company
of:

          (a) written notice of exercise in form and substance identical to
     Exhibit "A" attached to this Option Agreement stating the number of shares
     of Common Stock then being purchased (the "Purchased Shares"); and

          (b) payment of the Exercise Price of the Purchased Shares, either in
     cash, by check, by cancellation of any indebtedness of the Company to
     Optionee for accrued and unpaid salary or, with the consent of the Board
     (or a committee thereof), by transfer to the Company of issued and
     outstanding shares of Common Stock which have been held by Optionee for a
     period of at least six calendar months preceding the date of surrender and
     which have a fair market value equal to the exercise price, or by any
     combination of the above methods of payment. If payment is made, in whole
     or in part, by transfer to the Company of issued and outstanding shares of
     Common Stock, the value of such shares shall be determined as follows: (i)
     if the Stock is listed on an exchange or exchanges, or admitted for trading
     in a market system which provides last sale data under Rule 11Aa3-1 of the
     General Rules and Regulations of the Securities and Exchange Commission
     under the Securities and Exchange Act of 1934, as amended (a "Market
     System"), the last reported sales price per share on the last business day
     prior to such date on the principal exchange on which it is traded, or in
     such a Market System, as applicable, or if no sale was made on such day on
     such principal exchange or in such a Market System, as applicable, the last
     reported sales price per share on the most recent day prior to such date on
     which a sale was reported on such exchange or such Market System, as
     applicable; or (ii) if the Common Stock is not then traded on an exchange
     or in such a Market System, the average of the closing bid and asked prices
     per share for the Common Stock in the over-the-counter market as quoted on
     NASDAQ on the day prior to such date; or (iii) if the Common Stock is not
     listed on an exchange or quoted on NASDAQ, an amount determined in good
     faith by the Board (or a committee thereof).

     Following receipt of the notice and payment referred to above, the Company
shall issue and deliver to Optionee a stock certificate or stock certificates
evidencing the Purchased Shares; provided, however, that the Company shall not
be obligated to issue a fraction or o fractions of a share of its Common Stock,
and may pay to Optionee, in cash or by check, the fair market value of any
fraction or fractions of a share exercised by Optionee, which fair market value
shall be determined as set forth in the preceding paragraph.


                                  EX-10-7 - 5
<PAGE>


     5. Termination of Employment/Consultancy.

     Unless otherwise provided in your Consulting Agreement, if Optionee shall
cease to be a Director of the Company, or to be in the employ of, or a
consultant to the Company, any Subsidiary or any Parent by reason of Optionee's
death, permanent disability, or retirement (a "Special Terminating Event"), then
Optionee, Optionee's executors or administrators or any person or persons
acquiring the Option directly from Optionee by bequest or inheritance, shall
have the right to exercise the Option with respect to all Shares granted under
the Option at any time after such Special Terminating Event.

     6. Restrictions on Purchased Shares.

     None of the Purchased Shares shall be transferred (with or without
consideration), sold, offered for sale, assigned, pledged, hypothecated or
otherwise disposed of (each a "Transfer") and the Company shall not be required
to register any such Transfer and the Company may instruct its transfer agent
not to register any such Transfer, unless and until all of the following events
shall have occurred:

          (a) the Purchased Shares are Transferred pursuant to and in conformity
     with (i) (x) an effective registration statement filed with the Securities
     and Exchange Commission (the "Commission") pursuant to the Securities Act
     of 1933, as amended (the "Act"), or (y) an exemption from registration
     under the Act; and (ii) the securities laws of any state of the United
     States; and

          (b) Optionee has, prior to the Transfer of such Purchased Shares,
     provided all relevant information to Company's counsel so that upon
     Company's request, Company's counsel is able to, and actually prepares and
     delivers to the Company a written opinion that the proposed Transfer (i)
     (x) is pursuant to a registration statement which has been filed with the
     Commission and is then effective, or (y) is exempt from registration under
     the Act as then in effect, and the Rules and Regulations of the Commission
     thereunder; and (ii) is either qualified or registered under any applicable
     state securities laws, or exempt from such qualification or registration.
     The Company shall bear all reasonable costs of preparing such opinion.

     Any attempted Transfer which is not in full compliance with this Paragraph
6 shall be null and void ab initio, and of no force or effect.

     7. Adjustments upon Recapitalization.

     Subject to any required action by the shareholders of the Company:

          (a) If the outstanding shares of the Common Stock shall be subdivided
     into a greater number of shares of the Common Stock, or a dividend in
     shares of Common Stock


                                  EX-10-7 - 6
<PAGE>


     or other securities of the Company convertible into or exchangeable for
     shares of the Common Stock (in which latter event the number of shares of
     Common Stock issuable upon the conversion or exchange of such securities
     shall be deemed to have been distributed) shall be paid in respect of the
     shares of Common Stock, the Exercise Price in effect immediately prior to
     such subdivision or at the record date of such dividend shall,
     simultaneously with the effectiveness of such subdivision or immediately
     after the record date of such dividend, be proportionately reduced, and
     conversely, if the outstanding shares of Common Stock shall be combined
     into a smaller number of shares of Common Stock, the Exercise Price in
     effect immediately prior to such combination shall, simultaneously with the
     effectiveness of such combination, be proportionately increased.

          (b) When any adjustment is required to be made in the Exercise Price,
     the number of Shares purchasable upon the exercise of the Option shall be
     adjusted to that number of Shares determined by (i) multiplying an amount
     equal to the number of Shares purchasable on the exercise of the Option
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment, and then (ii) dividing that product
     by the Exercise Price in effect immediately after such adjustment.

          (c) In case of any capital reorganization, any reclassification of the
     Common Stock (other than a change in par value or recapitalization
     described in Paragraph 7(a) of this Option Agreement), or the consolidation
     of the Company with, or a sale of substantially all of the assets of the
     Company to (which sale is followed by a liquidation or dissolution of the
     Company), or merger of the Company with another person (a "Reorganization
     Event"), the Board (or a committee thereof) shall be obligated to determine
     whether the Reorganization Event shall constitute a "Liquidity Event," and
     to deliver to Optionee at least 15 days prior to such Reorganization Event
     a notice which shall (i) indicate whether the Reorganization Event is a
     Liquidity Event; (ii) indicate whether the Liquidity Event shall result in
     the acceleration of the vesting provisions of this Option; and (iii) advise
     Optionee of his or her rights pursuant to this Option Agreement. If the
     Reorganization Event is determined to be a Liquidity Event, in its sole and
     absolute discretion, the surviving corporation may, but shall not be
     obligated .to, (i) tender to Optionee Stock Options with respect to the
     surviving corporation which shall contain terms and provisions that
     substantially preserve the rights and benefits of this Option, and (ii) in
     the event that no Stock Options have been tendered by the surviving
     corporation pursuant to the terms of item (i) immediately above, Optionee
     shall have the right exercisable during a ten-day period ending on the
     fifth day prior to the Reorganization Event (or ending on the fifth day
     prior to the date of record for shareholders entitled to share in the
     securities or property distributed in the Reorganization Event, if a record
     date is set) to exercise his or her Stock Options in whole or in part, and
     if so determined by the Board (or a committee thereof), without regard to
     any installment provisions under his or her Stock Option Agreement, on the
     condition, however, that the Reorganization Event is actually


                                  EX-10-7 - 7
<PAGE>


     effected; and if the Reorganization Event is actually effected, such
     exercise shall be deemed effective (and, if applicable, the Optionee shall
     be deemed a shareholder with respect to the Stock Options exercised)
     immediately preceding the effective time of the Reorganization Event (or on
     the date of record for shareholders entitled to share in the securities or
     property distributed in the Reorganization Event, if a record date is set).
     If the Reorganization Event is not determined to be a Liquidity Event,
     Optionee shall thereafter be entitled upon exercise of the Option to
     purchase the kind and number of shares of stock or other securities or
     property of the surviving corporation receivable upon such event by a
     holder of the number of shares of the Common Stock which the Option
     entitles Optionee to purchase from the Company immediately prior to such
     event, and in any such case, appropriate adjustment shall be made in the
     application of the provisions set forth in this Option Agreement with
     respect to Optionee's rights and interests thereafter, to the end that the
     provisions set forth in this Option Agreement (including the specified
     changes and other adjustments to the Exercise Price) shall thereafter be
     applicable in relation to any shares or other property thereafter
     purchasable upon exercise of the Option.

          (d) In the event of the proposed dissolution or liquidation of the
     Company, or in the event of any corporate separation or division,
     including, but not limited to, a split-up, split-off or spin-off (each, a
     "Liquidating Event"), the holder of any Stock Option then exercisable shall
     have the right to exercise such Stock Option (at the price provided in the
     Stock Option Agreement) subsequent to the Liquidating Event, and for the
     balance of its term, solely for the kind and amount of shares of Stock and
     other securities, property, cash or any combination thereof receivable upon
     such Liquidating Event by a holder of the number of shares of Stock for or
     with respect to which such Stock Option might have been exercised
     immediately prior to such Liquidating Event; or, in the alternative, that
     each Stock Option granted shall terminate as of a date to be fixed by the
     Board (or a committee thereof); provided, however, that not less than 30
     days written notice of the date so fixed shall be given to each Option
     Holder and if such notice is given, each Option Holder shall have the
     right, during the period of 30 days preceding such termination, to exercise
     the Stock Option as to all or any part of the shares of Stock covered
     thereby, without regard to installment or vesting provisions in Section 3
     of this Option Agreement, on the condition, however, that the Liquidating
     Event actually occurs; and if the Liquidating Event actually occurs, such
     exercise shall be deemed effective (and, if applicable, the Option Holder
     shall be deemed a shareholder with respect to the Stock Options exercised)
     immediately preceding the occurrence of the Liquidating Event, or the date
     of record for shareholders entitled to share in such Liquidating Event, if
     a record date is set.

          (e) To the extent that the foregoing adjustments relate to stock or
     securities of the Company, such adjustments shall be made by the Board (or
     a committee thereof), and their determination shall be final, binding and
     conclusive.


                                  EX-10-7 - 8
<PAGE>


          (f) The provisions of this Paragraph 7 are intended to be exclusive,
     and Optionee shall have no other rights upon the occurrence of any of the
     events described in this Paragraph 7.

          (g) The grant of the Option shall not affect in any way the right or
     power of the Company to make adjustments, reclassifications,
     reorganizations or changes

     8. Waiver of Rights to Purchase Stock.

     By signing this Option Agreement, Optionee acknowledges and agrees that
neither the Company nor any other person or entity is' under any obligation to
sell or transfer to Optionee any option or equity security of the Company, other
than the shares of Common Stock subject to the Option and any other fight or
option to purchase Common Stock which was previously granted to Optionee by the
Board (or a committee thereof). By signing this Option Agreement, Optionee
specifically waives all rights which he may have had prior to the date of this
Option Agreement to receive any option or equity security of the Company.

     9. Investment Intent.

     Optionee represents and agrees that if he exercises the Option in whole or
in part and if at the time of such exercise the Purchased Shares have not been
registered under the Act, he will acquire the Shares upon such exercise for the
purpose of investment and not with a view to the distribution of such Shares,
and that upon each exercise of the Option he will furnish to the Company a
written statement to such effect, if so requested by the Company.

     10. Legend on Stock Certificates.

     Optionee agrees that all certificates representing the Purchased Shares
will be subject to such stock transfer orders and other restrictions (if any) as
the Company may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed and any applicable federal or state
securities laws, and the Company may cause a legend or legends to be put on such
certificates to make appropriate reference to such restrictions.

     11. No Rights as Shareholder.

     Optionee shall have no rights as a shareholder with respect to the Shares
until the date of the issuance to Optionee of a stock certificate or stock
certificates evidencing such Shares. Except as may be provided in Paragraph 7 of
this Option Agreement, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other fights for which the record date is prior to the date such stock
certificate is issued.


                                  EX-10-7 - 9
<PAGE>


     12. Modification.

     The Board (or a committee thereof) may modify, extend or renew the Option
or accept the surrender of, and authorize the grant of a new option in
substitution for, the Option (to the extent not previously exercised).

     13. Withholding.

          (a) The Company shall be entitled to require as a condition of
     delivery of any Purchased Shares upon exercise of any Option that the
     Optionee agree to remit, at the time of such delivery or at such later date
     as the Company may determine, an amount sufficient to satisfy all federal,
     state and local withholding tax requirements relating thereto, and Optionee
     agrees to take such other action required by the Company to satisfy such
     withholding requirements.

          (b) With the consent of the Board (or a committee thereof), and in
     accordance with any rules and procedures from time to time adopted by the
     Board (or a committee thereof), Optionee may elect to satisfy his or her
     obligations under Paragraph 13(a) above by (i) directing the Company to
     withhold a portion of the Shares otherwise deliverable (or to tender back
     to the Company a portion of the Shares issued where the Optionee (a
     "Section 16(b) Recipient") is required to report the ownership of the
     Shares pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
     amended, and has not made an election under Section 83(b) of the Code (a
     "Withholding Right")); or (ii) tendering other shares of the Common Stock
     of the Company which are already owned by Optionee which in all cases have
     a fair market value (as determined in accordance with the provisions of
     Paragraph 4(b) hereof) on the date as of which the amount of tax to be
     withheld is determined (the "Tax Date") equal to the amount of taxes to be
     paid by such method.

          (c) To exercise a Withholding Right, the Optionee must follow the
     election procedures set forth below, together with such additional
     procedures and conditions set forth in this Option Agreement or otherwise
     adopted by the Board (or a committee thereof):

               (i) the Optionee must deliver to the Company his or her written
          notice of election (the "Election") and specify whether all or a
          stated percentage of the applicable taxes will be paid in accordance
          with Paragraph 13(b) above and whether the amount so paid shall be
          made in accordance with the "fiat" withholding rates for supplemental
          wages or as determined in accordance with Optionee's form W-4 (or
          comparable state or local form);

               (ii) unless disapproved by the Board (or a committee thereof) or
          as provided in Subsection (iii) below, the Election once made will be
          irrevocable; and


                                  EX-10-7 - 10
<PAGE>


               (iii) no Election is valid unless the Board (or a committee
          thereof) consents to the Election; the Board (or a committee thereof)
          has the right and power, in its sole discretion, with or without cause
          or reason therefor, to consent to the Election, to refuse to consent
          to the Election, or to disapprove the Election; and if the Board (or a
          committee thereof) has not consented to the Election on or prior to
          the Tax Date, the Election will be deemed approved.

               (iv) If the Optionee on the date of delivery of the Election to
          the Company is a Section 16(b) Recipient, the following additional
          provisions will apply:

                    (a) the Election cannot be made during the six calendar
               month period commencing with the date of grant of the Withholding
               Right (even if the Option to which such Withholding Right relates
               has been granted prior to such date); and

                    (b) the Election must be made on a date which is six
               calendar months or more prior to the Tax Date.

     14. Character of Option.

     The Option is not intended to qualify as an "incentive stock option" as
that term is defined in Section 422 of the Code.

     15. General Provisions.

          (a) Further Assurances. Optionee shall promptly take all actions and
     execute all documents requested by the Company which the Company deems to
     be reasonably necessary to effectuate the terms and intent of this Option
     Agreement.

          (b) Notices. All notices, requests, demands and other communications
     under this Option Agreement shall be in writing and shall be given to the
     parties hereto as follows:

          If to the Company, to:

                   BIOSOURCE INTERNATIONAL, INC.
                   820 Flynn Road
                   Camarillo, California 93012

          If to Optionee, to the address set forth in the records of the
     Company,

or at such other address or addresses as may have been furnished by such either
party, in writing to the other party hereto. Any such notice, request, demand or
other communication


                                  EX-10-7 - 11
<PAGE>


shall be effective (i) if given by mail. 72 hours after such communication is
deposited in the mail by first-class certified mail, return receipt requested,
postage prepaid, addressed as aforesaid, or (ii) if given by any other means,
when delivered at the address specified in this subparagraph (b).

          (c) Transfer of Rights under this Option Agreement. The Company may at
     any time .transfer and assign its rights and delegate its obligations under
     this Option Agreement to any other person, corporation, firm or entity,
     including its officers, directors and stockholders, with or without
     consideration.

          (d) Option Non-Transferable. Optionee may not sell, transfer, assign
     or otherwise dispose of the Option except by will or the laws of descent
     and distribution and Stock Options may be exercised during the lifetime of
     the Option Holder only by the Option Holder or by his or her guardian or
     legal representative.

          (e) Successors and Assigns. Except to the extent specifically limited
     by the terms and provisions of this Option Agreement, this Option Agreement
     shall be binding upon and inure to the benefit of the parties hereto and
     their respective successors, assigns, heirs and personal representatives.

          (f) Governing Law. THIS OPTION AGREEMENT SHALL BE GOVERNED BY AND
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE LAWS OF THE STATE OF
     CALIFORNIA APPLICABLE TO CONTRACTS MADE IN, AND TO BE PERFORMED WITHIN,
     THAT STATE.

          (g) Miscellaneous. Titles and captions contained in this Option
     Agreement are inserted for convenience of reference only and do not
     constitute a part of this Option Agreement for any other purpose. Except as
     specifically provided herein, neither this Option Agreement nor any right
     pursuant hereto or interest herein shall be assignable by any of the
     parties hereto without the prior written consent of the other party hereto.

                  The Signature Page to this Option Agreement
                 consists of the last page of the Certificate.


                                  EX-10-7 - 12
<PAGE>


                                   Exhibit "A"

                               NOTICE OF EXERCISE

                 (To be signed only upon exercise of the Option)

TO: BioSource International, Inc.

     The undersigned, the holder of the enclosed Stock Option Agreement (Nora
Statutory Stock Option), hereby irrevocably elects to exercise the purchase
rights represented by the Option and to purchase thereunder __________________ *
shares of Common Stock of BioSource International, Inc. (the "Company"), and
herewith encloses payment of $_______ and/or _______ shares of the Company's
Common Stock in full payment of the purchase price of such shares being
purchased.

Dated: ________________________

                                             --------------------------------
                                              (Signature must conform in all
                                              respects to name of holder as
                                            specified on the face of the Option)



                                             -----------------------------------
                                             (Please Print Name)



                                             -----------------------------------
                                             (Address)


                                  EX-10-7 - 13
<PAGE>


     * Insert here the number of shares called for on the face of the Option
(or, in the case of a partial exercise, the number of shares being exercised),
in either case without making any adjustment for additional Common Stock of the
Company, other securities or property which, pursuant to the adjustment
provisions of the Option, may be deliverable upon exercise.


                                  EX-10-7 - 14