Exhibit 10.8

                                INTERCARDIA, INC.

                       1994 STOCK OPTION PLAN, AS AMENDED


1.                Purpose.

                  The purpose of this plan (the "Plan") is to secure for
INTERCARDIA, INC. (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, the Company's parent, Interneuron Pharmaceuticals,
Inc. ("Interneuron") 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.

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                  (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").

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, Interneuron, 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, [provided all members thereof are "Non-Employee Directors" as
hereinafter defined] (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. [If at least two of the members of
the Board of Directors do not qualify as Non-Employee Directors within the
meaning of Rule 16b-3, as such term is interpreted from time to time, then the
granting of options to officers and directors who are Reporting Persons under
the Plan shall not be determined in accordance with this Section 3(b) but shall
be determined in accordance with the other provisions of the Plan].

                  (c) Directors' Options. On the date on which the Company's
registration statement relating to its initial public offering is declared
effective by the Securities and Exchange Commission (the "Effective Date")
directors of the Company who are not employees or beneficial owners of at least
10% of the voting power of the Company's securities ("Eligible Directors") will
receive an option ("Initial Director Option") to purchase 10,000 shares of
Common Stock. Future Eligible Directors of the Company will be granted an
Initial Director Option to purchase 5,000 shares of Common Stock on the date
that such person is first elected or appointed a director. Commencing on the day
immediately following the date of the annual meeting of stockholders for the
Company's fiscal year ending after the fiscal year in which the Effective Date
occurs, each Eligible Director will receive an automatic grant ("Automatic
Grant") of an Option to purchase 3,000 shares of Common Stock, other than
Eligible Directors who received an Initial Director Option since the most recent
Automatic Grant, on the day immediately following the date of each annual
meeting of stockholders, as long as such director is a member of the Board of
Directors. The exercise price for each share subject to a Director Option shall
be equal to the fair


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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 the earlier of 10 years after the
date of grant or 90 days after the termination of the director's service on the
Board .

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
1,500,000. 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 (as hereinafter defined) 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). "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 immediately preceding the date 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 immediately preceding 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.

                  (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

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in an amount equal to the exercise price of such options, or by any other means
which the Board of Directors 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.

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. No option granted to a Reporting Person for purposes of
the Exchange Act, however, shall be exercisable during the first six months
after the date of grant. Subject to the requirements in the immediately
preceding sentence, 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 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. 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.

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                  (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
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

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         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).

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

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



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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, Interneuron, 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;

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                           (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:

                                    (A) The merger of 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 80% or more 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 

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Company, Interneuron, or a subsidiary of the Company, Interneuron, as 
the result of a merger or consolidation of the employing corporation 
with the Company or a subsidiary of the Company, Interneuron, or as 
a result of the acquisition by the Company, Interneuron, 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 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(c) 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.

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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 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 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.

                  (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 shall become effective when
adopted by the Board of Directors, but no Incentive Stock Option granted under
the Plan shall become exercisable unless and until the Plan shall have been
approved by the Company's stockholders. If

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such stockholder approval is not obtained within twelve months after the date of
the Board's adoption of the Plan, no options previously granted under the Plan
shall be deemed to be Incentive Stock Options and no Incentive Stock Options
shall be granted thereafter. 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) 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.

                  Adopted by the Board of Directors on October 31, 1994
                  Amended by the Board of Directors on October 27, 1995, June
                  13, 1996 and December 11, 1996.



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