Ixion Biotechnology, Inc.
                           1994 Stock Compensation Plan
                            as amended March 30, 2001

1.  Purpose of Plan.  The purpose of the Ixion  Biotechnology,  Inc.  1994 Stock
Compensation  Plan (formerly  called the Board Retainer Plan) (the "Plan") is to
provide a means by which Ixion  Biotechnology,  Inc. (the "Company") may attract
and retain Outside  Directors,  Members of the Scientific  Advisory  Board,  and
employees,  and  consultants by providing those personnel with an opportunity to
participate  in the growth,  development  and  financial  success of the Company
which their efforts, initiative, and skill have helped produce.

2. Definitions.  Wherever the following  capitalized terms are used in the Plan,
they shall have the following respective meaning:

2.1 "Award"  means a grant of  fully-paid  and  non-assessable  shares of Common
Stock under the Plan.

2.2 "Board of Directors" means the board of directors of the Company.

2.3 "Change in Control" shall be deemed to have occurred if:

     (a) any "person"  (as such term is used in Sections  13(d) and 14(d) of the
Exchange Act), other than a trustee or other fiduciary holding  securities under
an  employee  benefit  plan of the  Company,  a  corporation  owned  directly or
indirectly  by the  stockholders  of  the  Company  in  substantially  the  same
proportions  as their  ownership of the Common  Stock,  becomes the  "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  of securities of the Company  representing 50% or more of the total
voting power represented by the Company's then outstanding securities which vote
generally  in  the  election  of  Directors   (referred  to  herein  as  "Voting
Securities"); or

     (b) during  any period of two  consecutive  years,  individuals  who at the
beginning of such period constitute the Board of Directors and any new Directors
whose  election by the Board of  Directors  or  nomination  for  election by the
Company's  stockholders  was approved by a vote of at least  two-thirds (2/3) of
the Directors then still in office who either were Directors at the beginning of
the period or whose  election or  nomination  for  election  was  previously  so
approved, cease for any reason to constitute a majority thereof; or

     (c) the  stockholders of the Company approve a merger or  consolidation  of
the Company with any other entity,  other than a merger or  consolidation  which
would result in the voting  securities  of the Company  outstanding  immediately
prior thereto  continuing to represent  (either by remaining  outstanding  or by
being converted into voting securities of surviving entity) more then 50% of the
total voting power  represented by the voting  securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or

     (d) the stockholders of the Company approve a plan of complete  liquidation
of the Company or an agreement for the sale or disposition by the Company of (in
one transaction or a series of  transactions)  all or  substantially  all of the
Company's assets.

2.4 "Committee" means the Audit and Benefits Committee of the Company.

2.5 "Common  Stock" means the Common  Stock of the Company,  par value $0.01 per
share.

2.6 "Company" means Ixion Biotechnology, Inc., a Delaware corporation.

2.7  "Director" or "Outside  Director"  means a member of the Board of Directors
who is not an officer or employee of the Company.

2.8 "Disability" or "disabled"  means,  with respect to a Participant a physical
or mental condition resulting from any medically determinable physical or mental
impairment  that  renders such person  incapable of engaging in any  substantial
gainful  employment  and that can be  expected  to  result  in death or that has
lasted or can be expected to last for a  continuous  period of not less than six
consecutive months.

2.9 "Exchange Act" means the Securities Exchange Action of 1934, as amended.

2.10 "Fair  Market  Value" means the per share value of the Common Stock as of a
given date, determined as follows:

     (a) If the Common  Stock is listed or admitted  for trading on any national
securities  exchange,  the Fair Market  Value of the Common Stock is the closing
quotation for such stock on the day preceding  such date, or, if shares were not
traded on the day preceding such date,  then on the next  preceding  trading day
during which a sale occurred.

     (b) If the Common Stock is not traded on any national securities  exchange,
but is quoted on the National Association of Securities Dealers,  Inc. Automated
Quotation   System   (Nasdaq   System)  or  any  similar   system  of  automated
dissemination  of  quotations  of prices in common use, the Fair Market Value of
the  Common  Stock is the last  sales  price (if the  stock is then  listed as a
national  market issue under the Nasdaq  System) or the mean between the closing
representative  bid and asked  prices (in all other  cases) for the stock on the
day preceding such date as reported by Nasdaq System (or such similar  quotation
system).  (c) If  neither  clause  (a) nor  clause  (b) of this  Section  2.9 is
applicable,  the Fair Market  Value of the Common Stock is the fair market value
per share as of such valuation  date, as determined by the Board of Directors in
good faith and in accordance with uniform principles  consistently applied. Such
Fair  Market  Value  shall be  determined  on a  regular  basis,  not less  than
annually.

2.11 "Member of the Scientific  Advisory  Board" means a member of the Company's
Scientific Advisory Board.

2.12  "Officer"  means an officer of the  Company,  as defined in Rule  16a-1(f)
under the Exchange Act, as such rule may be amended from time to time.

2.13  "Participant"  means an  Director,  or Member of the  Scientific  Advisory
Board,  key employee,  or key  consultant to whom an award is granted under this
Plan.

2.14 "Plan" means the Ixion Biotechnology, Inc. 1994 Stock Compensation Plan, as
it may be amended from time to time.

2.15 "Rule 16b-3" means Rule 16b-3  promulgated  under the Exchange Act, as such
rule may be amended from time to time.

2.16 "Secretary" means the Secretary of the Company.

2.17 "Securities Act" means the Securities Act of 1933, as amended.

2.18 "Termination of Relationship" means with respect to any Director, Member of
the Scientific  Advisory Board, or employee,  or consultant,  the time when such
person ceases to be a Director,  Member of the  Scientific  Advisory  Board,  or
employee,  or consultant of the Company for any reason,  with or without  cause,
including  without  limitation,  a termination by resignation,  removal,  death,
disability,   or  failure  to  be  nominated  or  reelected  by  the   Company's
stockholders.  Nothing in this Plan shall confer upon any such person  Director,
Member of the Scientific Advisory Board, or employee,  any right to continue his
or her  association  with the Company or shall interfere with or restrict in any
way the rights of the Company and its  stockholders,  which are hereby expressly
reserved, to remove any such person at any time for any reason whatsoever,  with
or without cause.

3. Stock Subject to Plan.

3.1 Stock Subject to Plan.  The stock subject to an Award shall be shares of the
Company's  Common  Stock.  The  aggregate  number  of  such  shares  issued  and
outstanding  Directors or Members of the  Scientific  Advisory Board pursuant to
Awards shall not exceed 250,000.

3.2  Changes in Company  Capitalization.  In the event that (i) the  outstanding
shares of Common Stock are  hereafter  changed into or exchanged for a different
number or kind of shares  or other  securities  of the  Company,  or of  another
entity, by reason of reorganization,  merger,  consolidation,  recapitalization,
reclassification,  or (ii) the number of shares is  increased  or  decreased  by
reason of a stock  split,  stock  dividend,  combination  of shares or any other
increase  or  decrease  in the number of such  shares of Common  Stock  effected
without  receipt  of  consideration  by the  Company  (provided,  however,  that
conversion  or exchange of any  convertible  or  exchangeable  securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration"),  then the Committee shall make  appropriate  adjustments in the
number and kind of shares  available for Awards,  including  adjustments  to the
limitations in Section 3.1 on the maximum number and kind of shares which may be
issued and outstanding pursuant to Awards.

4. Granting of Awards

4.1  Eligibility.  Any serving  Outside  Director or,  Member of the  Scientific
Advisory  Board,  and any or newly-hired  key employee or  consultant,  shall be
eligible for Awards.

4.2 Grants.  Each person who is an Outside  Director or Member of the Scientific
Advisory  Board of the Company at the date of the adoption of this Plan shall be
granted  an Award of 5,000  shares  of  Common  Stock.  Thereafter,  immediately
following the Annual Meeting of the Company, the Committee shall grant a further
Award of 1,000 shares of Common Stock to each  Participant (so long as he or she
is an Outside  Director or Member of the Scientific  Advisory Board on each such
date).  Employees  and  consultants  may be granted  Awards in  connection  with
employment or otherwise upon recommendation by the Committee and approval by the
Board.

4.3 Administration of the Plan.

     (a) The Plan shall be  administered  by the Committee.  The Committee shall
consist of at least two Outside  Directors  (if there are such)  selected by the
Board of Directors. Committee members may resign by delivering written notice to
the  Secretary.  Vacancies  on the  Committee  shall be  filled  by the Board of
Directors.

     (b)  Except as  otherwise  provided  in the Plan and  except  as  otherwise
expressly stated to the contrary in the Company's  Certificate of Incorporation,
Bylaws, or elsewhere,  the Committee shall have the sole discretionary authority
(i) to impose  such  conditions  and  restrictions  on  Awards as it  determines
appropriate,  (ii) to interpret the Plan, (iii) to prescribe, amend, and rescind
rules and regulations  relating to the Plan, (iv) to determine Fair Market Value
in  accordance  with  Section  2.9 (c),  and (v) to take any  other  actions  in
connection with the Plan and to make all determinations under the Plan as it may
deem   necessary  or  advisable  for  the   administration   of  the  Plan.  The
determinations  of the  Committee  on the matters  referred to in this Section 4
shall be binding and conclusive on all persons.

     (c) A majority of the members of the Committee  shall  constitute a quorum.
All  determinations of the Committee shall be made by a majority of its members.
Any  decision  or  determination  reduced  to  writing  and signed by all of the
members of the  Committee  shall be fully  effective as if it had been made by a
majority vote at a meeting duly called and held.

     (d) The Committee may delegate to one or more persons any of its powers, or
designate  one or more  persons  to do or  perform  those  matters to be done or
performed by the Committee,  including administration of the Plan. Any person or
persons  delegated or designated  by the Committee  shall be subject to the same
obligations and requirements  imposed on the Committee and its members under the
Plan.

     (e) Members of the  Committee  shall  receive such  compensation  for their
services as members as may be determined by the Board of Directors. All expenses
and  liabilities  incurred by members of the  Committee in  connection  with the
administration  of the Plan shall be borne by the  Company.  The  Committee  may
employ  attorneys,  consultants,  accountants,  appraisers,  brokers,  or  other
persons.  The Committee,  the Company,  and its Officers and Directors  shall be
entitled to rely upon the advice,  opinions,  or valuations of any such persons.
All  elections  taken and all  interpretations  and  determinations  made by the
Committee  in good faith shall be final and binding upon all  Participants,  the
Company,  and all other interested  persons. No member of the Committee shall be
personally liable for any action,  determination or interpretation  made in good
faith with  respect to the Plan.  Members of the  Committee  and each  person or
persons   designed  or  delegated  by  the   Committee   shall  be  entitled  to
indemnification  by  the  Company  for  any  action  or  any  failure  to act in
connection  with  services  performed by or on behalf of the  Committee  for the
benefit of the  Company to the  fullest  extent  provided  or  permitted  by the
Company's  Certificate of Incorporation,  Bylaws, any insurance policy, or other
agreement intended for the benefit of the Committee, or by any applicable law.

5. Terms of Grants

5.1 Grant Agreement. Each Grant shall be evidenced by a written Grant Agreement,
which shall be signed by the  Participant  and by an  authorized  Officer of the
Company  and which  shall refer to such terms and  conditions  as the  Committee
shall determine, consistent with the Plan.

5.2  Issuance  of  Shares.  Participants  shall  be  issued  a  certificate  for
fully-paid  and  nonassessable  shares of Common  Stock for the number of shares
covered  by the Award,  which  certificate  may  contain a legend  referring  to
restrictions  on vesting and transfer and such other terms and conditions as the
Committee shall determine, consistent with the Plan.

5.3  Forfeiture of Unvested  Shares.  Shares which have been awarded but not yet
vested under this Section 5.3 shall be forfeited if the Participant ceases to be
a Director,  Member of the Scientific Advisory Board, or employee, or consultant
of the  Company  for  any  reason,  with or  without  cause,  including  without
limitation, a termination by resignation, removal, death, disability, or failure
to be nominated or reelected by the Company's  stockholders,  unless provided to
the  contrary  in any Grant  Agreement  approved  by the  Committee  between the
Participant and the Company, which Agreement shall govern any further vesting of
shares pursuant to Awards.

5.4 Fair  Market  Value.  The  Company  shall  provide to each  Participant  who
receives an Award  information  regarding the Fair Market Value of the Company's
shares on the date such Award is granted.  Such information shall be provided to
permit the Participant to determine his or her federal income tax liability,  if
any,  for  such  Award,  or to  permit  the  Participant  to make  the  election
contemplated by Section 78 of the Internal Revenue Code.

5.5 Transfer Restrictions; Vesting.

     (a) Unless  otherwise  approved in writing by the  Committee,  no shares of
Common  Stock  issued  pursuant  to an  Award  may be sold,  assigned,  pledged,
encumbered, or otherwise transferred until (i) they have vested, and (ii) either
the  Company  has made an  offering  of its shares to the public  pursuant  to a
registration  statement  under the  Securities Act or there has been a Change of
Control of the  Company,  except as may be provided in Section  5.5(c) or as may
otherwise be provided for in an Grant  Agreement  which has been approved by the
Committee.  The  Committee,  in its absolute  discretion,  may impose such other
restrictions on the  transferability  of the shares granted pursuant to an Award
as it deems  appropriate.  Any such other  restriction shall be set forth in the
respective Grant Agreement and may be referred to on the certificates evidencing
such shares.

     (b) Shares  issued to members of the Board of Directors,  or employees,  or
consultants  pursuant  to Awards  shall vest 20% at the end of the first year of
service  after the date of the  Award  and 1/12 of 20% at the end of each  month
thereafter.  Subject to the  provisions  of Sections  5.3,  5.5(c),  and 5.5(d),
Awards  shall  otherwise  become  vested at such times and in such  installments
(which may be  cumulative)  as the Committee  shall provide in the terms of each
individual Grant Agreement;  provided, however, that by resolution adopted after
an Award is granted the  Committee  may, on such terms and  conditions as it may
determine to be  appropriate  and subject to Sections 5.3,  5.5(c),  and 5.5(d),
accelerate the time at which such Award or any portion thereof may be vested, or
such rights may be set forth in an  agreement  between the  Participant  and the
Company  which has been approved by the  Committee.  Shares issued to members of
the Scientific  Advisory Board shall vest 25% at the end of each three months of
service after the date of the award.

     (c) No portion of an Award which is unvested at Termination of Relationship
shall thereafter become vested;  provided,  however,  that provision may be made
that  such  Award  shall  become  vested  in  the  event  of  a  Termination  of
Relationship  as may be determined by the  Committee,  or such rights may be set
forth in a Grant  Agreement  between the  Participant  and the Company which has
been approved by the Committee.

     (d)  Subject to the  provisions  of Section  5.5(a),  the  Committee  shall
provide,  in terms of each  individual  Grant  Agreement when such Award becomes
vested, and (without limiting the generality of the foregoing) the Committee may
provide in the terms of individual  Grant  Agreements that unvested shares shall
be forfeited immediately upon a Termination of Relationship;  provided, however,
that  provision may be made that such shares shall become vested in the event of
a Termination of Relationship  because of the Participant's  retirement,  death,
disability, or as may otherwise be determined by the Committee.

5.6 No Right to  Continued  Relationship.  Nothing  in this Plan or in any Grant
Agreement  issued  hereunder  shall  confer upon any  Participant,  any right to
continue  his or her  association  with the Company or shall  interfere  with or
restrict in any way the rights of the Company  and its  stockholders,  which are
hereby expressly reserved,  to remove any such person at any time for any reason
whatsoever, with or without cause.

6. Additional Provisions.

6.1  Nontransferability.  No  unvested  shares  issued  pursuant  to an Award or
interest  or right  therein  or part  thereof  shall be  liable  for the  debts,
contracts or  engagements  of the  Participant  or his successors in interest or
shall be subject to disposition by transfer, alienation,  anticipation,  pledge,
encumbrance,  assignment,  or  any  other  means  whether  such  disposition  be
voluntary or involuntary or by operation of law by judgment,  levy,  attachment,
garnishment or any other legal or equitable  proceedings  (including  bankruptcy
and divorce proceeding), and any attempted disposition thereof shall be null and
void and of no effect.

6.2  Securities  Act.  Upon  issuance  of  Common  Stock of the  Company  to the
Participant,  or his heirs, the recipient of that stock shall represent that the
shares of stock are taken for  investment  and not  resale  and shall  make such
other  representations as may be necessary to qualify the issuance of the shares
as exempt from the Securities Act and  applicable  federal and state  securities
laws and  regulations,  and shall  represent that he or she shall not dispose of
those shares in violation of the  Securities  Act or of  applicable  federal and
state securities laws and regulations. The Company reserves the right to place a
legend on any stock certificate issued pursuant to the Plan to assure compliance
with this  Section  and with the  vesting and  transferability  requirements  of
Section 5. No shares of Common  Stock of the  Company  shall be  required  to be
distributed  until the Company shall have taken such action,  if any, as is then
required to comply with the  provisions of the  Securities Act or any other then
applicable federal or state securities law or regulation.

6.3  Withholding  of Tax.  The  Company  shall have the right to deduct from any
Award  made under the Plan any  federal,  state or local  income or other  taxes
required  by law to be  withheld  with  respect  to such  Award.  It  shall be a
condition to the obligation of the Company to deliver Common Stock upon an Award
that the  Participant  pay to the Company such amount as may be requested by the
Company for the purpose of satisfying any liability for such withholding  taxes.
Any grant  under this Plan may  provide by its terms  that the  Participant  may
elect, in accordance with any applicable regulations, to pay a portion or all of
the amount of such minimum required or additional permitted withholding taxes in
shares of Common Stock,  subject to the timing restrictions set forth in Section
6 hereof.  The  Participant  shall  authorize the Company to withhold,  or shall
agree to surrender  back to the Company,  on or about the date such  withholding
tax liability is  determinable,  shares of Common Stock previously owned by such
Participant  or a  portion  of the  shares  that  were  or  otherwise  would  be
distributed  to such  Participant  pursuant  to such award  having a Fair Market
Value equal to the amount of such required or permitted  withholding taxes to be
paid in shares.

6.4  Termination and Amendment of Plan. The Committee may at any time suspend or
terminate  the Plan,  or make such  modifications  of the Plan as it shall  deem
advisable,  provided  that the Plan not be changed to  increase  the cost of the
Plan to the Company.  Notwithstanding anything to the contrary contained herein,
the  Committee  shall not amend or modify  the Plan more than once every six (6)
months  or in any  other  manner  inconsistent  with  the  requirements  of Rule
16b-3(c)(2)(ii) except to the extent required by changes in the Internal Revenue
Code, the Employee  Retirement  Income  Security Act of 1974, or regulations and
rules issued  thereunder.  No termination or amendment of the Plan may,  without
the consent of a Participant,  adversely  affect the rights of such  Participant
notwithstanding  anything to the contrary herein. No Award may be granted during
any period of suspension of the Plan nor after  termination  of the Plan, and in
no event may any Award be granted under this Plan after August 30, 2004.

6.5 Duties of the Company.  The Company shall pay all original  issue taxes with
respect to the issuance or delivery of shares pursuant to an Award and all other
fees and expenses necessarily incurred by the Company in connection therewith.

6.6 Absence of a Committee.  Should the Board of  Directors  fail to appoint the
Committee or should there be no Committee  for any other  reason,  then the Plan
shall be administered by the Board of Directors.  In the absence of a Committee,
the Board of Directors (or that portion  thereof  comprised in  accordance  with
this Section 6.6) shall have all the powers of the Committee as set forth herein
in administration of the Plan.

7. General Provisions.

7.1 No Rights. Neither the adoption and maintenance of the Plan, the granting of
Awards  pursuant to the Plan, nor issuance of shares pursuant to Awards shall be
deemed to  constitute  a contract  of  employment  between  the  Company and any
Participant or to be a condition of the  employment of any person.  The Plan and
any Awards  granted  under the Plan shall not confer  upon any  Participant  any
right with respect to a continued  relationship with the Company, nor shall they
interfere  in any way  with the  right of the  Company  or its  shareholders  to
terminate the  relationship of any Participant with the Company at any time, and
for any reason, with or without cause.

7.2 Costs of  Administration.  The Company  shall pay all costs and  expenses of
administering the Plan.

7.3  Controlling  Laws.  The  issuance of shares of Common  Stock under the Plan
shall be subject to all  applicable  laws,  rules and  regulations,  and to such
approvals by any governmental  agencies or national securities  exchanges as may
be required.  The  provisions of this Plan shall be  interpreted so as to comply
with the conditions and  requirements  of the Securities  Act, the Exchange Act,
and rules and regulations issued  thereunder,  including without limitation Rule
16b-3,  unless  a  contrary  interpretation  of any  such  provisions  otherwise
required by applicable law. Except to the extent  preempted by Federal law, this
Plan and all Stock  Option  Agreements  entered  into  pursuant  hereto shall be
construed  and  enforced in  accordance  with,  and governed by, the laws of the
State of Delaware, determined without regard to its conflict of laws rules.2