Securities and Exchange Commission
                     Washington, D.C. 20549
                      --------------------

                           FORM 10-K/A

           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 1998

                   Commission file number 0-25998

                    WASTE SYSTEMS INTERNATIONAL, INC.
           (Exact name of registrant as specified in its charter)
                       --------------------

             Delaware                                          95-4203626
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

      420 Bedford Street, Suite 300
          Lexington, Massachusetts                               02173
(Address of principal executive offices)                       (Zip Code)

                           (781) 862-3000
          (Registrant's telephone number, including area code)
                         --------------------

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities  registered pursuant to Section 12(g) of the Act:
     
                 Common Stock, $.01 par value per share


        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. ___

        As of March  24,  1999,  the  market  value of the  voting  stock of the
Registrant held by non-affiliates of the Registrant was $50,492,453.

        The number of shares of the  Registrant's  common stock,  par value $.01
per share, outstanding as of March 24, 1999 was 11,220,545.


<PAGE>



         This  report on Form  10-K/A  amends  the  Report on Form 10-K of Waste
Systems International, Inc. filed with the Securities and Exchange Commission on
March 31, 1999. Part IV, Item 14, sub-section C entitled  "Exhibits" of the Form
10-K is hereby amended as follows:

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

      (C) Exhibits

              Exhibit 10.5 ("1995 Stock Option  Plan") is hereby  deleted in
              its entirety and the following inserted therefor:


  Exhibit No.       Description
  ----------        -----------

  10.5              Amended and Restated 1995 Stock Option Plan for
                    Non-Employee Directors


                  Exhibit 10.8 is hereby added as a new exhibit.


  Exhibit No.       Description
  -----------       ----------- 

  10.8              Amended and Restated 1995 Stock Option and Incentive Plan



<PAGE>


                                SIGNATURES


           Pursuant to the  requirements  of  Section  13 or  15(d)  of the
           Securities  Exchange Act of 1934,  the  Registrant  has
           duly  caused  this report to be signed on its behalf by
           the undersigned thereunto duly authorized.


                         WASTE SYSTEMS INTERNATIONAL, INC.

                     Date: April 7, 1999 By /s/Robert Rivkin
                                               --------------
                                               Robert Rivkin
                                               Executive Vice President - 
                                               Acquisitions, Chief Financial 
                                               Officer, Treasurer and Secretary
                                               (Principal Financial and
                                               Accounting Officer)

<PAGE>



EXHIBIT 10.5


                        WASTE SYSTEMS INTERNATIONAL, INC.

                   AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


SECTION 1.        GENERAL PURPOSE OF THE PLAN; DEFINITIONS; ADMINISTRATION

         (a)      General Purpose.  The name of the plan is the Waste Systems 
International, Inc. Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors (the "Plan").  The purpose of the Plan is to provide equity-based 
incentives to the Directors of Waste Systems International, Inc. (the "Company"
who are not employees of the Company or its Subsidiaries.

         (b)      Definitions.  The following terms shall be defined as set 
forth below:

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

         "Board" means the Board of Directors of the Company.

         "Effective  Date"  means  the date on which  the  Plan is  approved  by
stockholders in accordance with the provisions hereof.

         "Fair  Market  Value" on any given  date means the last  reported  sale
price at which  Stock is  traded  on such date or, if no Stock is traded on such
date,  the next  preceding  date on which Stock was traded,  as reflected on the
principal stock exchange or, if applicable, any other national stock exchange on
which the Stock is traded or admitted to trading.

         "Independent Director" means a member of the Board who is not also an 
employee of the Company or any Subsidiary.

         "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 4 hereof.

         "Stock" means the common stock, par value $.01 per share, of the 
Company, subject to adjustments pursuant to Section 2 hereof.

         "Subsidiary"  means any  corporation  or other  entity  (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the  Company  if each of the  corporations  or  entities  (other  than  the last
corporation  or entity in the  unbroken  chain)  owns  stock or other  interests
possessing  50% or more of the economic  interest or the total  combined  voting
power  of all  classes  of  stock  or  other  interests  in  one  of  the  other
corporations or entities in the chain.

         (c)      Administration.  The Plan shall be administered by the Board 
of Directors.  The Board shall have the power and authority, consistent with the
terms of the Plan:
                  (i)  to  determine  and  modify  the  terms  and   conditions,
         including restrictions, not inconsistent with the terms of the Plan, of
         any Option,  which terms and  conditions  may differ  among  individual
         Options, and to approve the form of written instruments  evidencing the
         Options;

                  (ii) to accelerate the exercisability or vesting of all or any
         portion of any Option upon the  consummation of a merger or sale of all
         or substantially  all of the assets of the Company,  in accordance with
         the provisions of Section 2(c) hereof; and

                  (iii) to adopt,  alter and repeal such rules,  guidelines  and
         practices  for  administration  of the  Plan  and for its own  acts and
         proceedings  as it shall deem  advisable;  to  interpret  the terms and
         provisions  of the  Plan  and any  Option  (including  related  written
         instruments);  to make all  determinations  it deems  advisable for the
         administration   of  the  Plan;  to  decide  all  disputes  arising  in
         connection with the Plan; and to otherwise supervise the administration
         of the Plan.

         All decisions and  interpretations of the Board shall be binding on all
persons, including the Company and Plan participants.

SECTION 2.        STOCK OPTIONS ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

         (a)      Stock Options Issuable.  This Plan provides for the issuance 
to Independent Directors of options to purchase shares of Stock.

         (b)  Recapitalizations.  If,  through  or as a  result  of any  merger,
consolidation,  sale of all or  substantially  all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse  stock split or other similar  transaction,  the  outstanding  shares of
Stock are increased or decreased or are exchanged for a different number or kind
of shares or other  securities of the Company,  or  additional  shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities,  the Board
shall make an appropriate or proportionate adjustment in (i) the number of Stock
Options to be granted to each Independent  Director under Section 4 hereof, (ii)
the  number  and  kind  of  shares  or  other  securities  subject  to any  then
outstanding  Stock  Options  under the Plan,  and (iii) the price for each share
subject to any then outstanding  Stock Options under the Plan,  without changing
the aggregate  exercise price (i.e., the exercise price multiplied by the number
of Stock  Options  as to which  such  Stock  Options  remain  exercisable).  The
adjustment by the Board shall be final,  binding and  conclusive.  No fractional
shares  of  Stock  shall  be  issued  under  the  Plan  resulting  from any such
adjustment,  but the Board in its  discretion may make a cash payment in lieu of
fractional shares.
<PAGE>
         (c)      Change of Control.  Upon the occurrence of a Change of Control
as defined in this Section 2(c):
         (a)      Each outstanding Stock Option shall automatically become fully
exercisable notwithstanding any provision to the contrary herein.

         (b)      "Change of Control" shall mean the occurrence of any one of 
the following events:

                  (i) any  "person," as such term is used in Sections  13(d) and
         14(d) of the Act (other than the Company,  any of its Subsidiaries,  or
         any trustee,  fiduciary or other  person or entity  holding  securities
         under any  employee  benefit plan or trust of the Company or any of its
         Subsidiaries), together with all "affiliates" and "associates" (as such
         terms are  defined in Rule 12b-2 under the Act) of such  person,  shall
         become  the  "beneficial  owner" (as such term is defined in Rule 13d-3
         under the Act),  directly or  indirectly,  of securities of the Company
         representing 60% or more of either (A) the combined voting power of the
         Company's then  outstanding  securities  having the right to vote in an
         election of the Company's Board of Directors  ("Voting  Securities") or
         (B) the then outstanding shares of Stock of the Company (in either such
         case other than as a result of an  acquisition  of securities  directly
         from the Company); or

                  (ii)  persons  who, as of the  effective  date of this Section
         2(c),  constitute  the  Company's  Board of Directors  (the  "Incumbent
         Directors") cease for any reason,  including,  without limitation, as a
         result of a tender offer, proxy contest, merger or similar transaction,
         to  constitute  at least a  majority  of the Board,  provided  that any
         person  becoming a director of the Company  subsequent to the effective
         date of this Section 2(c) whose election or nomination for election was
         approved  by a vote of at least a majority of the  Incumbent  Directors
         shall, for purposes of this Plan, be considered an Incumbent  Director;
         or

                  (iii) the  stockholders  of the Company  shall approve (A) any
         consolidation  or merger of the  Company  or any  Subsidiary  where the
         shareholders of the Company,  immediately prior to the consolidation or
         merger,  would  not,  immediately  after the  consolidation  or merger,
         beneficially own (as such term is defined in Rule 13d-3 under the Act),
         directly or  indirectly,  shares  representing  in the aggregate 80% or
         more of the voting shares of the corporation issuing cash or securities
         in the consolidation or merger (or of its ultimate parent  corporation,
         if any),  (B) any  sale,  lease,  exchange  or other  transfer  (in one
         transaction or a series of transactions contemplated or arranged by any
         party as a single  plan) of all or  substantially  all of the assets of
         the  Company  or (C)  any  plan or  proposal  for  the  liquidation  or
         dissolution of the Company;

         Notwithstanding  the  foregoing,  a "Change  of  Control"  shall not be
deemed to have  occurred for purposes of this Section 2(c) solely as a result of
an  acquisition  of securities by the Company  which,  by reducing the number of
shares  of Stock or  other  Voting  Securities  outstanding,  increases  (x) the
proportionate  number of shares of Stock beneficially owned by any person to 60%
or more of the shares of Stock then outstanding or (y) the proportionate  voting
power represented by the Voting Securities  beneficially  owned by any person to
60% or  more  of the  combined  voting  power  of all  then  outstanding  Voting
Securities;  provided,  however, that if any person referred to in clause (x) or
(y) of this  sentence  shall  thereafter  become  the  beneficial  owner  of any
additional  shares of Stock or other Voting Securities (other than pursuant to a
stock split, stock dividend, or similar transaction), then a "Change of Control"
shall be deemed to have occurred for purposes of this Section 2(c).

SECTION 3.  ELIGIBILITY

         Stock  Options  shall be issued  under  this  Plan only to  Independent
Directors  of the Company.  All Stock  Options  granted  under the Plan shall be
non-qualified.

SECTION 4.  STOCK OPTIONS

         (a)      Automatic Grant of Options.

                  (i) Each Independent  Director who first becomes a Director of
         the  Company  on or after  December  15,  1997 shall  automatically  be
         granted on the date he or she becomes a Director of the Company a Stock
         Option to purchase  20,000 shares of Stock.  Notwithstanding  any other
         provision  of this  Plan  to the  contrary,  such  Options  shall  vest
         immediately.

                  (ii) Each  Independent  Director who is serving as Director of
         the Company on the first business day of the calendar year of each year
         beginning with January 1, 1998, shall  automatically be granted on such
         day or the first  business  day  thereafter  a Stock  Option to acquire
         10,000 shares of Stock.

                  (iii) Each  Independent  Director who first becomes a Director
         of the Company  other than on January 1 in a given  calendar year shall
         automatically  be granted on the date he or she becomes such  Director,
         in addition to any Stock  Option  granted  pursuant to Section  4(a)(i)
         hereof, a Stock Option to purchase a number of shares of Stock equal to
         10,000  multiplied by the quotient of (x) the number of days  remaining
         in such  calendar  year after the date of issuance of the Stock Option,
         divided by (y) the number of days in such calendar year, rounded to the
         nearest whole number.
<PAGE>
                  (iv) The exercise  price per share for the Stock  covered by a
         Stock Option  granted under this Plan shall be equal to the Fair Market
         Value of the Stock on the date the Stock Option is granted.

         (b)      Exercise; Termination.

                  (i) Except as otherwise provided in Section 4(a)(i) hereof, an
         Option granted under this Plan shall vest at a rate of 25% of the total
         number of shares of Stock  purchasable  under such Option for each year
         that the holder remains a Director of the Company, such vesting to take
         place at the end of each of the first  four  calendar  years  following
         issuance of such Option.  An Option issued under this Plan shall not be
         exercisable after the expiration of ten years from the date of grant.

                  (ii) If an  Independent  Director  ceases to be a Director for
         any reason  other than  death,  an Option  granted to such  Independent
         Director under this Plan may thereafter be exercised,  to the extent it
         was exercisable on the date such optionee ceases to be a Director,  for
         a period of six months  from such date or until the  expiration  of the
         stated term of the Option, if earlier.

                  (iii) If an Independent  Director ceases to be a Director as a
         result of death,  any Option  granted to an  Independent  Director  and
         outstanding on the date of his death shall become fully exercisable and
         may thereafter be exercised by the legal  representative  or legatee of
         the  optionee for a period of 12 months from the date of death or until
         the expiration of the stated term of the option, if earlier.

                  (iv) Options  granted under this Plan may be exercised only by
         written  notice to the  Company  specifying  the number of shares to be
         purchased.  Payment  of the full  purchase  price of the  shares  to be
         purchased  may be  made  by one or more  of the  methods  specified  in
         Section 4(e) hereof. An optionee shall have the rights of a stockholder
         only as to shares  acquired upon the exercise of a Stock Option and not
         as to unexercised Stock Options.

         (c)      Limited to Independent Directors.  The provisions of this Plan
shall apply only to Options granted or to be granted to Independent Directors.

         (d)   Non-transferability   of  Options.   No  Stock  Option  shall  be
transferable  by the optionee  otherwise  than by will or by the laws of descent
and  distribution  and all  Stock  Options  shall  be  exercisable,  during  the
optionee's lifetime,  only by the optionee.  Notwithstanding the foregoing,  the
optionee may transfer, without consideration for the transfer, his Stock Options
to members of his  immediate  family,  to trusts for the  benefit of such family
members and to partnerships in which such family members are the only partners.

         (e) Method of Exercise.  Stock  Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the number
of shares to be purchased.  Payment of the purchase  price may be made by one or
more of the following methods:

                  (i)      In cash, by certified or bank check or other 
         instrument acceptable to the Board; or

                  (ii) In the form of shares of Stock that are not then  subject
         to  restrictions  under any Company plan and that have been held by the
         optionee  for at least six  months,  if  permitted  by the Board in its
         discretion.  Such  surrendered  shares  shall be valued at Fair  Market
         Value on the exercise date; or
                  (iii) By the  optionee  delivering  to the  Company a properly
         executed  exercise notice together with  irrevocable  instructions to a
         broker to promptly  deliver to the Company cash or a check  payable and
         acceptable to the Company to pay the purchase  price;  provided that in
         the  event  the  optionee  chooses  to pay  the  purchase  price  as so
         provided, the optionee and the broker shall comply with such procedures
         and enter into such agreements of indemnity and other agreements as the
         Board shall prescribe as a condition of such payment procedure.

         Payment  instruments  will  be  received  subject  to  collection.  The
delivery  of  certificates  representing  the  shares  of Stock to be  purchased
pursuant to the exercise of a Stock Option will be contingent  upon receipt from
the  optionee  (or a  purchaser  acting  in his  stead  in  accordance  with the
provisions of the Stock  Option) by the Company of the full  purchase  price for
such shares and the fulfillment of any other requirements contained in the Stock
Option or applicable provisions of laws.

SECTION 5.  AMENDMENTS AND TERMINATION

         The Board may, at any time, amend or discontinue the Plan.

SECTION 6.  GENERAL PROVISIONS

         (a) No Distribution;  Compliance with Legal Requirements. The Board may
require each person  acquiring  Stock pursuant to the exercise of a Stock Option
to  represent  to and agree  with the  Company in  writing  that such  person is
acquiring the shares without a view to distribution thereof.

         No shares of Stock shall be issued  pursuant to the exercise of a Stock
Option until all applicable securities law and other legal and stock exchange or
similar  requirements have been satisfied.  The Board may require the placing of
such  stop-orders  and restrictive  legends on certificates  for Stock and Stock
Options as it deems appropriate.
<PAGE>
         (b) Delivery of Stock  Certificates.  Delivery of stock certificates to
participants  under this Plan shall be deemed effected for all purposes when the
Company  or a stock  transfer  agent  of the  Company  shall  have  mailed  such
certificates  in the United States mail,  addressed to the  participant,  at the
participant's last known address on file with the Company.

         (c) Other  Compensation  Arrangements;  No Employment  Rights.  Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally  applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Stock Options do not confer upon any Independent  Director
any right to continued retention as a Director of the Company.

SECTION 7.  EFFECTIVE DATE OF PLAN

         This Plan shall  become  effective  upon  approval  by the holders of a
majority  of the  shares of Stock of the  Company  present  or  represented  and
entitled to vote at a meeting of  stockholders.  Subject to such approval by the
stockholders  and to the requirement that no Stock may be issued hereunder prior
to such approval,  Stock Options may be granted  hereunder on and after adoption
of this Plan by the Board.

SECTION 8.  GOVERNING LAW

         This Plan shall be governed  by Delaware  law except to the extent such
law is preempted by federal law.

DATE APPROVED BY BOARD OF DIRECTORS:                 November 29, 1995

DATE APPROVED BY SHAREHOLDERS:                       June 24, 1996

DATE Amendment approved by Board of Directors:       June 30, 1997

DATE Amendment approved by Shareholders:             October 24, 1997

DATE Amendment approved by Board of Directors:       December 15, 1997

DATE Amendment approved by Shareholders:             August 19, 1998

<PAGE>


EXHIBIT 10.8

                        Waste Systems International, Inc.

            AMENDED AND RESTATED 1995 STOCK OPTION AND INCENTIVE PLAN


I.                GENERAL PURPOSE OF THE PLAN; DEFINITIONS

         The name of the plan is the Waste Systems  International,  Inc. Amended
and Restated 1995 Stock Option and Incentive  Plan (the "Plan").  The purpose of
the  Plan  is to  encourage  and  enable  the  officers,  employees,  Directors,
consultants,  and other key persons of Waste  Systems  International,  Inc. (the
"Company") and its Subsidiaries upon whose judgment,  initiative and efforts the
Company largely depends for the successful  conduct of its business to acquire a
proprietary  interest in the Company.  It is  anticipated  that  providing  such
persons  with a  direct  stake in the  Company's  welfare  will  assure a closer
identification of their interests with those of the Company, thereby stimulating
their efforts on the Company's behalf and  strengthening  their desire to remain
with the Company.

         The following terms shall be defined as set forth below:

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

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Awards,  Unrestricted Stock
Awards, Performance Share Awards and Dividend Equivalent Rights.

         "BioSafe Merger" shall mean the Merger of Zoe Investment, Inc., a 
wholly-owned subsidiary of the Company, into BioSafe, Inc., pursuant to the 
Agreement and Plan of Merger among the Company, Zoe Investment, Inc. and 
BioSafe, Inc. dated March 17, 1995.

         "Board" means the Board of Directors of the Company.

         "Cause"  means  the  occurrence  of one or more of the  following:  (i)
Participant  (as defined in Section 4) is  convicted  of,  pleads  guilty to, or
confesses to any felony or any act of fraud,  misappropriation  or  embezzlement
which has an  immediate  and  materially  adverse  effect on the  Company or any
Subsidiary,  as  determined  by the Board in good faith in its sole  discretion,
(ii) Participant engages in a fraudulent act to the material damage or prejudice
of the Company or any Subsidiary or in conduct or activities materially damaging
to the property, business or reputation of the Company or any Subsidiary, all as
determined by the Board in good faith in its sole discretion, (iii) any material
act or  omission by  Participant  involving  malfeasance  or  negligence  in the
performance  of  Participant's  duties to the Company or any  Subsidiary  to the
material detriment of the Company or any Subsidiary,  as determined by the Board
in  good  faith  in its  sole  discretion,  which  has  not  been  corrected  by
Participant within 30 days after written notice from the Company of any such act
or omission,  (iv) failure by Participant to comply in any material respect with
the terms of his  employment  agreement,  if any,  or any  written  policies  or
directives  of the Board as  determined  by the Board in good  faith in its sole
discretion,  which has not been  corrected by  Participant  within 30 days after
written  notice  from the Company of such  failure,  or (v)  material  breach by
Participant  of his  noncompetition  agreement  with  the  Company,  if any,  as
determined by the Board in good faith in its sole discretion.

         "Change of Control" is defined in Section 15.

         "Code" means the Internal  Revenue  Code of 1986,  as amended,  and any
successor Code, and related rules, regulations and interpretations.

         "Committee" means the Committee of the Board referred to in Section 2.

         "Disability"  means an  individual's  inability  to perform  his normal
required  services  for the  Company  and its  Subsidiaries  for a period of six
consecutive months by reason of the individual's mental or physical  disability,
as determined by the Committee in good faith in its sole discretion.

         "Dividend Equivalent Right" means Awards granted pursuant to Section 10

         "Effective  Date"  means  the date on which  the  Plan is  approved  by
stockholders as set forth in Section 17.

         "Fair  Market  Value" on any given  date means the last  reported  sale
price at which  Stock is  traded  on such date or, if no Stock is traded on such
date,  the most  recent  date on which Stock was  traded,  as  reflected  on the
principal  market on which the Stock is traded or, if the stock is not traded on
any market, the value of the stock as determined by the Board.

         "Incentive  Stock  Option"  means  any  Stock  Option   designated  and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Independent Director" means a member of the Board who is not also an 
employee of the Company or any Subsidiary.

         "Non-Qualified  Stock  Option"  means any Stock  Option  that is not an
Incentive Stock Option.
<PAGE>
         "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

         "Performance Share Award" means Awards granted pursuant to Section 9.

         "Restricted Stock Award" means Awards granted pursuant to Section 7.
         "Retirement"  means the  Participant's  termination of employment  with
(or,  with respect to an  Independent  Director,  termination  of service on the
Board of Directors of) the Company or its  Subsidiaries  after attainment of the
age and/or service  requirements to qualify for early or normal retirement under
the Company's qualified retirement plan.

         "Stock"  means the  Common  Stock,  par value  $.01 per  share,  of the
Company, subject to adjustments pursuant to Section 3.

         "Stock Appreciation Right" means Awards granted pursuant to Section 6.

         "Subsidiary"  means any  corporation  or other  entity  (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the  Company  if each of the  corporations  or  entities  (other  than  the last
corporation  or entity in the  unbroken  chain)  owns  stock or other  interests
possessing  50% or more of the economic  interest or the total  combined  voting
power  of all  classes  of  stock  or  other  interests  in  one  of  the  other
corporations or entities in the chain.

         "Unrestricted Stock Award" means Awards granted pursuant to Section 8.

I.       ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS AND 
DETERMINE AWARDS

A. Committee.  The Plan shall be administered by all of the Independent Director
members of the  Compensation  Committee of the Board,  or any other committee of
not  less  than two  Independent  Directors  performing  similar  functions,  as
appointed by the Board from time to time.  Each member of the Committee shall be
a "non-employee director" within the meaning of Rule 16b-3(b)(3)(i)  promulgated
under the Act and an "outside  director" within the meaning of Section 162(m) of
the Code and the regulations promulgated thereunder.

A.                         Powers of Committee.  The Committee shall have the 
power and authority to grant Awards consistent with the terms of the Plan, 
including the power and authority:

1.                         to select the officers, employees, Directors, 
consultants and other key persons of the Company and its Subsidiaries to whom
Awards may from time to time be granted;

1.                         to determine the time or times of grant, and the 
extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock 
Appreciation Rights, Restricted Stock Awards, Unrestricted Stock Awards and 
Performance Share Awards, or any combination of the foregoing, granted to any
one or more Participants;

1.                         to determine the number of shares of Stock to be 
covered by any Award;

1.                         to determine and modify the terms and conditions, 
including restrictions, not inconsistent with the terms of the Plan, of any 
Award, which terms and conditions may differ among individual Awards and 
Participants, and to approve the form of written instruments evidencing the
Awards;

1.                         to accelerate the exercisability or vesting of all or
 any portion of any Award;

1.                         subject to the provisions of Section 5(a)(iii), to 
extend the period in which Stock Options may be exercised;

1. to determine whether,  to what extent, and under what circumstances Stock and
other  amounts  payable  with  respect  to an  Award  shall be  deferred  either
automatically  or at the  election  of the  Participant  and whether and to what
extent the Company shall pay or credit amounts  constituting  interest (at rates
determined by the Committee) or dividends or deemed dividends on such deferrals;
and

1. to  adopt,  alter  and  repeal  such  rules,  guidelines  and  practices  for
administration of the Plan and for its own acts and proceedings as it shall deem
advisable;  to  interpret  the  terms and  provisions  of the Plan and any Award
(including  related written  instruments);  to make all  determinations it deems
advisable for the  administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise  supervise the  administration of the
Plan.

         All decisions and  interpretations of the Committee shall be binding on
all persons, including the Company and Participants.

I.                STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

A. Stock Issuable.  The maximum number of shares of Stock reserved and available
for  issuance  under the Plan shall be  3,000,000  shares.  For purposes of this
limitation,  the  shares of Stock  underlying  any Awards  which are  forfeited,
cancelled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise  terminated (other than by exercise) shall be added back to the shares
of Stock  available  for  issuance  under  the  Plan.  Subject  to such  overall
limitation,  shares of Stock may be issued up to such maximum number pursuant to
any type or types of Award.  Options to purchase an aggregate of 599,375  shares
previously granted under the Company's 1993 Stock Option Plan and outstanding as
of March 17,  1995  shall be  treated  as  options  subject  to the Plan for all
purposes;  provided,  however, that the number of shares subject to such options
outstanding  as of February 13, 1998 shall be divided by five,  and the exercise
price of such options multiplied by five, to account for the one-for-one reverse
stock split with respect to the Company's Stock effected on such date.
<PAGE>
A. Recapitalizations.  If, through or as a result of any merger,  consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or  other  similar  transaction,  the  outstanding  shares  of  Stock  are
increased or decreased or are exchanged for a different number or kind of shares
or other  securities of the Company,  or  additional  shares or new or different
shares  or  other  securities  of the  Company  or  other  non-cash  assets  are
distributed  with  respect  to such  shares  of Stock or other  securities,  the
Committee  shall make an  appropriate  or  proportionate  adjustment  in (i) the
maximum number of shares  reserved for issuance under the Plan,  (ii) the number
of Stock  Options or Stock  Appreciation  Rights  that can be granted to any one
individual Participant,  (iii) the number and kind of shares or other securities
subject to any then outstanding Awards and Stock  Appreciation  Rights under the
Plan,  and (iv) the price for each share subject to any then  outstanding  Stock
Options  under the Plan,  without  changing the aggregate  exercise  price as to
which such Stock Options and Stock Appreciation Rights remain  exercisable.  The
adjustment  by  the  Committee  shall  be  final,  binding  and  conclusive.  No
fractional  shares of Stock shall be issued  under the Plan  resulting  from any
such adjustment,  but the Committee in its discretion may make a cash payment in
lieu of fractional shares. This Section 3(b) shall not apply to the transactions
effected in connection with the BioSafe Merger.

A.  Mergers.  In  the  event  a  consolidation  or  merger  or  sale  of  all or
substantially  all of the assets of the Company in which  outstanding  shares of
Common Stock are exchanged for  securities,  cash or other property of any other
corporation or business  entity or in the event of a liquidation of the Company,
the Board, or the board of directors of any corporation assuming the obligations
of the Company,  may, in its  discretion,  take any one or more of the following
actions,  as to outstanding  Stock Options and Stock  Appreciation  Rights:  (i)
provide that such Stock Options shall be assumed or equivalent  options shall be
substituted,  by the  acquiring  or  succeeding  corporation  (or  an  affiliate
thereof),  (ii)  upon  written  notice  to  the  optionees,   provide  that  all
unexercised  Stock  Options  and  Stock   Appreciation   Rights  will  terminate
immediately  prior to the consummation of such  transaction  unless exercised by
the optionee within a specified period following the date of such notice, and/or
(iii) in the event of a business combination under the terms of which holders of
the Stock of the Company will receive upon  consummation  thereof a cash payment
for each share  surrendered in the business  combination,  make or provide for a
cash payment to the optionees equal to the difference  between (A) the value (as
determined  by the  Committee) of the  consideration  payable per share of Stock
pursuant to the business  combination  (the "Merger  Price") times the number of
shares of Stock subject to such outstanding Stock Options and Stock Appreciation
Rights (to the  extent  then  exercisable  at prices not in excess of the Merger
Price)  and (B) the  aggregate  exercise  price  of all such  outstanding  Stock
Options and Stock  Appreciation  Rights in exchange for the  termination of such
Stock Options and Stock Appreciation  Rights.  This Section 3(c) shall not apply
to the transactions effected in connection with the BioSafe Merger.

A.  Substitute  Awards.  The  Committee  may  grant  Awards  under  the  Plan in
substitution  for stock and stock  based  awards  held by  employees  of another
corporation who concurrently  become employees of the Company or a Subsidiary as
the result of a merger or  consolidation  of the employing  corporation with the
Company or a Subsidiary  or the  acquisition  by the Company or a Subsidiary  of
property or stock of the  employing  corporation.  The Committee may direct that
the  substitute  awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.

I.                ELIGIBILITY

         Participants  in the  Plan  will be such  full or  part-time  officers,
employees,  Directors,  consultants and other key persons of the Company and its
Subsidiaries who are responsible for or contribute to the management,  growth or
profitability of the Company and its Subsidiaries and who are selected from time
to  time  by  the  Committee,   in  its  sole  discretion   (collectively,   the
"Participants,"  and each individually,  a "Participant").  All Participants are
eligible  to receive  all types of Awards  under the Plan  other than  Incentive
Stock Options, for which only employees are eligible.

I.                STOCK OPTIONS

         Any Stock  Option  granted  under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock  Options  granted  under the Plan may be either  Incentive  Stock
Options or Non-Qualified Stock Options.  Pursuant to applicable federal law, all
Participants other than employees are prohibited from receiving  Incentive Stock
Options.  To the extent that any Option does not qualify as an  Incentive  Stock
Option, it shall constitute a Non-Qualified Stock Option.

         No Incentive  Stock Option shall be granted  under the Plan after March
17, 2005 (10 years from the date plan is approved by Board of Directors).

A. Stock Options  Granted to  Participants.  The Committee in its discretion may
grant Stock Options to eligible  Participants  of the Company or any Subsidiary.
Stock  Options  granted to  Participants  pursuant to this Section 5(a) shall be
subject to the following  terms and conditions and shall contain such additional
terms and  conditions,  not  inconsistent  with the  terms of the  Plan,  as the
Committee shall deem desirable:

1. Exercise Price. The exercise price per share for the Stock covered by a Stock
Option  granted  pursuant  to this  Section  5(a)  shall  be  determined  by the
Committee  at the time of grant  but  shall  not be less  than  100% of the Fair
Market Value on the date of grant in the case of Incentive Stock Options, or 85%
of the Fair  Market  Value on the date of  grant,  in the case of  Non-Qualified
Stock  Options.  Notwithstanding  the foregoing,  with respect to  Non-Qualified
Stock  Options which are granted in lieu of cash bonus,  the exercise  price per
share shall not be less than 50% of the Fair Market  Value on the date of grant.
If a Participant  owns or is deemed to own (by reason of the  attribution  rules
applicable  under  Section  424(d)  of the Code)  more than 10% of the  combined
voting power of all classes of stock of the Company or any  Subsidiary or parent
corporation  and an Incentive Stock Option is granted to such  Participant,  the
option price of such  Incentive  Stock Option shall be not less than 110% of the
Fair Market Value on the grant date.
<PAGE>
1. Grant of  Discount  Options  in Lieu of Cash  Bonus.  Upon the  request of an
eligible Participant and with the consent of the Committee, such Participant may
elect each calendar year to receive a Non-Qualified Stock Option in lieu of cash
bonus to  which he may  become  entitled  during  the  following  calendar  year
pursuant to any other plan of the Company, but only if such Participant makes an
irrevocable  election  to waive  receipt of all or a portion of such cash bonus.
Such  election  shall be made on or before the date set by the  Committee  which
date shall be no later than 15 days (or such  shorter  period  permitted  by the
Committee)  preceding  January 1 of the  calendar  year in which the cash  bonus
would otherwise be paid. A  Non-Qualified  Stock Option shall be granted to each
Participant  who made such an  irrevocable  election on the date the waived cash
bonus would  otherwise be paid. The exercise price per share shall be determined
by the  Committee but shall not be less than 50% of the Fair Market Value of the
Stock on the date the Stock  Option is  granted.  The  number of shares of Stock
subject to the Stock  Option shall be  determined  by dividing the amount of the
waived cash bonus by the  difference  between the Fair Market Value of the Stock
on the date the Stock Option is granted and the exercise price per Stock Option.
The Stock Option shall be granted for whole number of shares so determined;  the
value of any  fractional  share shall be paid in cash. A Participant  may revoke
his election  under this Section  5(a)(ii) on a  prospective  basis at any time;
provided,  however, that with respect to a Participant who is subject to Section
16 of the Act,  such  revocation  shall only be effective six months and one day
following the date of such revocation.

1. Option Term.  The term of each Stock Option shall be fixed by the  Committee,
but no Incentive Stock Option shall be exercisable more than ten years after the
date the option is granted. If a Participant owns or is deemed to own (by reason
of the  attribution  rules of  Section  424(d) of the Code) more than 10% of the
combined  voting power of all classes of stock of the Company or any  Subsidiary
or  parent  corporation  and an  Incentive  Stock  Option  is  granted  to  such
Participant,  the term of such option  shall be no more than five years from the
date of grant.

1.  Exercisability;  Rights of a Stockholder.  Stock Options shall become vested
and exercisable at such time or times, whether or not in installments,  as shall
be determined by the  Committee at or after the grant date;  provided,  however,
that  Stock  Options  granted  in  lieu  of  cash  bonus  shall  be  exercisable
immediately.  The Committee may at any time accelerate the exercisability of all
or any  portion  of any Stock  Option.  An  optionee  shall have the rights of a
stockholder  only as to shares  acquired upon the exercise of a Stock Option and
not as to unexercised Stock Options. 2. Method of Exercise. Stock Options may be
exercised  in whole or in part,  by giving  written  notice of  exercise  to the
Company,  specifying  the  number  of  shares to be  purchased.  Payment  of the
purchase price may be made by one or more of the following methods:

a) In cash, by certified or bank check or other instrument acceptable to the 
Committee;

a) In the form of  shares of Stock  that are not then  subject  to  restrictions
under any Company  plan and that have been held by the optionee for at least six
months, if permitted by the Committee in its discretion. Such surrendered shares
shall be valued at Fair Market Value on the exercise date; or

a) By the optionee delivering to the Company a properly executed exercise notice
together with  irrevocable  instructions to a broker to promptly  deliver to the
Company  cash  or a check  payable  and  acceptable  to the  Company  to pay the
purchase  price;  provided  that in the event the  optionee  chooses  to pay the
purchase  price as so  provided,  the  optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements
as the Committee shall prescribe as a condition of such payment procedure.

         Payment  instruments  will  be  received  subject  to  collection.  The
         delivery  of  certificates  representing  the  shares  of  Stock  to be
         purchased pursuant to the exercise of a Stock Option will be contingent
         upon receipt  from the optionee (or a purchaser  acting in his stead in
         accordance  with the  provisions of the Stock Option) by the Company of
         the full  purchase  price for such  shares and the  fulfillment  of any
         other  requirements   contained  in  the  Stock  Option  or  applicable
         provisions of laws.

1.  Termination  by Reason of Death.  Any Stock Option held by an optionee whose
employment by (or, in the case of an Independent Director,  service on the Board
of Directors  of) the Company or its  Subsidiaries  is  terminated  by reason of
death shall  become fully  exercisable  and may  thereafter  be exercised by the
legal  representative or legatee of the optionee,  for a period of twelve months
(or such longer period as the Committee shall specify at any time) from the date
of death, or until the expiration of the stated term of the Option, if earlier.

1.                         Termination by Reason of Disability.

a) Any Stock Option held by an optionee whose  employment by (or, in the case of
an Independent Director, whose service on the Board of Directors of) the Company
or its  Subsidiaries  is terminated  by reason of Disability  shall become fully
exercisable  and may thereafter be exercised,  for a period of twelve months (or
such longer period as the Committee  shall specify at any time) from the date of
such  termination,  or until the expiration of the stated term of the Option, if
earlier.

a) The Committee shall have sole authority and discretion to determine whether a
Participant's employment by (or, in the case of an Independent Director, service
on the Board of Directors of) the Company or any Subsidiary has been  terminated
by reason of Disability.
<PAGE>
a) Except as otherwise  provided by the  Committee at any time,  the death of an
optionee during the period  provided in this Section  5(a)(vii) for the exercise
of a Stock  Option  shall  extend  such  period for six months  from the date of
death,  subject to  termination  on the  expiration  of the  stated  term of the
Option, if earlier.

1.                         Termination by Reason of Retirement.

a) Any Stock Option held by an optionee whose  employment by (or, in the case of
an Independent Director, whose service on the Board of Directors of) the Company
or its  Subsidiaries  is terminated by reason of  Retirement  may  thereafter be
exercised, to the extent it was exercisable at the time of such termination, for
a period of twelve months (or such other period as the  Committee  shall specify
at any time) from the date of such termination of employment (or, in the case of
an Independent Director,  termination of service on the Board of Directors),  or
until the expiration of the stated term of the Option, if earlier.

a) Except as otherwise  provided by the  Committee at any time,  the death of an
optionee during a period provided in this Section 5(a)(viii) for the exercise of
a Stock  Option  shall extend such period for six months from the date of death,
subject to termination  on the  expiration of the stated term of the Option,  if
earlier.

1. Termination for Cause. If any optionee's employment by (or, in the case of an
Independent Director, whose service on the Board of Directors of) the Company or
its  Subsidiaries  is  terminated  for  Cause,  any  Stock  Option  held by such
optionee, including any Stock Option that is immediately exercisable at the time
of such termination,  shall immediately terminate and be of no further force and
effect;  provided,  however,  that the  Committee  may, in its sole  discretion,
provide that such Stock  Option can be  exercised  for a period of up to 30 days
from the date of  termination  of employment  (or, in the case of an Independent
Director,  termination  of  service  on the  Board of  Directors)  or until  the
expiration of the stated term of the Option, if earlier.  2. Other  Termination.
Unless  otherwise  determined by the Committee,  if an optionee's  employment by
(or, with respect to an Independent Director,  service on the Board of Directors
of) the Company or its Subsidiaries  terminates for any reason other than death,
Disability, Retirement, or for Cause, any Stock Option held by such optionee may
thereafter  be  exercised,  to the  extent  it was  exercisable  on the  date of
termination of employment (or service, as the case may be), for three months (or
such longer period as the Committee  shall specify at any time) from the date of
termination  of  employment  (or  service,  as the  case  may be) or  until  the
expiration of the stated term of the Option, if earlier.

1.  Annual  Limit  on  Incentive  Stock  Options.  To the  extent  required  for
"incentive stock option"  treatment under Section 422 of the Code, the aggregate
Fair Market  Value  (determined  as of the time of grant) of the shares of Stock
with respect to which  Incentive  Stock Options  granted under this Plan and any
other plan of the Company or its Subsidiaries  become  exercisable for the first
time by an optionee during any calendar year shall not exceed  $100,000.  To the
extent that all of any Stock Option  exceeds this limit,  it shall  constitute a
Non-Qualified Stock Option.

A.  Reload Options.  At the discretion of the Committee, Options granted under 
Section 5(a) may include a so-called "reload" feature pursuant to which an 
optionee exercising an option by the delivery of a number of shares of Stock in
accordance with Section 5(a)(v)(B) hereof would automatically be granted an 
additional Option (with an exercise price equal to the Fair Market Value of the 
Stock on the date the additional Option is granted and with the same expiration
date as the original Option being exercised, and with such other terms as the 
Committee may provide) to purchase that number of shares of Stock equal to the
number delivered to exercise the original Option.

A.  Non-transferability of Options. No Stock Option shall be transferable by the
optionee  otherwise than by will or by the laws of descent and  distribution and
all Stock Options shall be exercisable,  during the optionee's lifetime, only by
the optionee.  Notwithstanding  the  foregoing,  the Committee may provide in an
option agreement that the optionee may transfer,  without  consideration for the
transfer,  his Stock Options to members of his immediate  family,  to trusts for
the benefit of such  family  members  and to  partnerships  in which such family
members are the only partners.

A.                         Form of Settlement.  Shares of Stock issued upon 
exercise of a Stock Option shall be free of all
restrictions under the Plan, except as otherwise provided in the Plan.

I.                STOCK APPRECIATION RIGHTS.

A. Nature of Stock  Appreciation  Rights. A Stock Appreciation Right is an Award
entitling  the  recipient  to  receive an amount in cash or shares of Stock or a
combination  thereof having a value equal to the excess of the Fair Market Value
of the  Stock  on the  date of  exercise  over  the  exercise  price  per  Stock
Appreciation  Right set by the Committee at the time of grant, which price shall
not be less than 85% of the Fair Market  Value of the Stock on the date of grant
(or over the option  exercise price per share, if the Stock  Appreciation  Right
was granted in tandem with a Stock Option) multiplied by the number of shares of
Stock  with  respect  to which  the Stock  Appreciation  Right  shall  have been
exercised, with the Committee having the right to determine the form of payment.

A. Grant and Exercise of Stock Appreciation  Rights.  Stock Appreciation  Rights
may be granted to any eligible  Participant  by the Committee in tandem with, or
independently of, any Stock Option granted pursuant to Section 5 of the Plan. In
the case of a Stock  Appreciation  Right granted in tandem with a  Non-Qualified
Stock Option,  such Stock  Appreciation  Right may be granted either at or after
the time of the grant of such Option. In the case of a Stock  Appreciation Right
granted in tandem with an Incentive Stock Option,  such Stock Appreciation Right
may be granted only at the time of the grant of the Option.
<PAGE>
         A Stock  Appreciation  Right or applicable  portion  thereof granted in
tandem with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Option.

A. Terms and Conditions of Stock Appreciation Rights.  Stock Appreciation Rights
shall be subject to such terms and conditions as shall be determined from time 
to time by the Committee, subject to the following:

1. Stock Appreciation Rights granted in tandem with Options shall be exercisable
at such time or times and to the extent that the related  Stock Options shall be
exercisable.

1. Upon exercise of a Stock Appreciation Right, the applicable portion of any
related Option shall be surrendered.

1.  Stock  Appreciation  Rights  granted  in  tandem  with an  Option  shall  be
transferable  only when and to the extent that the  underlying  Option  would be
transferable.  Stock  Appreciation  Rights not  granted in tandem  with a Option
shall  not be  transferable  otherwise  than by will or the laws of  descent  or
distribution.  All Stock  Appreciation  Rights shall be  exercisable  during the
Participant's  lifetime  only  by the  Participant  or the  Participant's  legal
representative.

1. No Stock Appreciation Right may be exercised for a period of six months after
the date of grant.

I.                RESTRICTED STOCK AWARDS

A. Nature of Restricted  Stock Awards.  The Committee may grant Restricted Stock
Awards to any  Participant.  A Restricted  Stock Award is an Award entitling the
recipient  to  acquire,  at no cost or for a purchase  price  determined  by the
Committee,  shares of Stock subject to such  restrictions  and conditions as the
Committee may determine at the time of grant  ("Restricted  Stock").  Conditions
may be based on continuing employment, service to the Company or any Subsidiary,
and/or achievement of pre-established performance goals and objectives.

A.  Acceptance of Award. A Participant  who is granted a Restricted  Stock Award
shall have no rights with  respect to such Award  unless the  Participant  shall
have  accepted the Award  within 60 days (or such shorter date as the  Committee
may  specify)  following  the award date by making  payment to the  Company,  if
required,  by  certified  or bank check or other  instrument  or form of payment
acceptable to the Committee in an amount equal to the specified  purchase price,
if any, of the shares  covered by the Award and by executing  and  delivering to
the Company a written instrument that sets forth the terms and conditions of the
Restricted Stock Award in such form as the Committee shall determine.

A.  Rights  as  a  Stockholder.  Upon  complying  with  Section  7(b)  above,  a
Participant shall have the rights of a stockholder with respect to the voting of
the  Restricted  Stock,  subject to such  conditions  contained  in the  written
instrument  evidencing the Restricted  Stock Award.  Unless the Committee  shall
otherwise determine,  certificates  evidencing the Restricted Stock shall remain
in the  possession  of the  Company  until  such  Restricted  Stock is vested as
provided in Section 7(e) below.

A.  Restrictions.  Restricted  Stock  may not be  sold,  assigned,  transferred,
pledged or otherwise  encumbered or disposed of except as specifically  provided
herein or in the written  instrument  evidencing the Restricted  Stock Award. In
the event of  termination  of employment  by (or, in the case of an  Independent
Director,  termination  of service on the Board of Directors of) the Company and
its  Subsidiaries  for any reason  other than death or  Disability,  the Company
shall  have  the  right,  at the  discretion  of the  Committee,  to  repurchase
Restricted  Stock  with  respect  to which  conditions  have not lapsed at their
purchase  price,  or to  require  forfeiture  of such  shares to the  Company if
acquired  at  no  cost,  from  the  Participant  or  the   Participant's   legal
representative. The Company must exercise such right of repurchase or forfeiture
not later than the 90th day following such  termination of employment or service
(unless otherwise specified in the written instrument  evidencing the Restricted
Stock Award).

A. Vesting of Restricted Stock. The Committee at the time of grant shall specify
the date or dates and/or the attainment of  pre-established  performance  goals,
objectives  and  other  conditions  on  which  the  non-transferability  of  the
Restricted  Stock and the Company's  right of  repurchase  or  forfeiture  shall
lapse.  Subsequent  to  such  date  or  dates  and/or  the  attainment  of  such
pre-established  performance goals, objectives and other conditions,  the shares
on which all  restrictions  have lapsed shall no longer be Restricted  Stock and
shall be deemed "vested." A Participant whose employment by (or, with respect to
an  Independent  Director,  service on the Board of Directors of) the Company or
any  Subsidiary  is terminated  for reason of death or  Disability  shall become
fully vested in his Restricted  Stock on his termination date to the extent such
vesting is  otherwise  contingent  only on  continued  service with the Company.
Where vesting is contingent on attainment of pre-established  performance goals,
the vesting of Restricted  Stock in the case of death or Disability shall remain
dependent on the  attainment  of such goals and shall be  determined  as of such
date or dates specified by the Committee.

A. Waiver, Deferral and Reinvestment of Dividends.  The written instrument 
evidencing the Restricted Stock Award may require or permit the immediate 
payment, waiver, deferral or investment of dividends paid on the Restricted 
Stock.
<PAGE>
I.                UNRESTRICTED STOCK AWARDS

A.  Grant  or Sale  of  Unrestricted  Stock.  The  Committee  may,  in its  sole
discretion,  grant (or sell at a purchase price  determined by the Committee) an
Unrestricted Stock Award to any Participant,  pursuant to which such Participant
may  receive  shares of Stock free of any  restrictions  ("Unrestricted  Stock")
under the Plan. Unrestricted Stock Awards may be granted or sold as described in
the preceding sentence in respect of past services or other valid consideration,
or in lieu of any cash compensation due to such Participant.

A. Elections to Receive  Unrestricted  Stock In Lieu of  Compensation.  Upon the
request of a Participant and with the consent of the Committee, each Participant
may,  pursuant to an irrevocable  written  election  delivered to the Company no
later than the date or dates  specified by the  Committee,  receive a portion of
the cash compensation otherwise due to such Participant in the form of shares of
Unrestricted  Stock  (valued at Fair Market  Value on the date or dates the cash
compensation would otherwise be paid).

A.  Elections  to Receive  Unrestricted  Stock in Lieu of  Director  Fees.  Each
Independent  Director may, pursuant to an irrevocable written election delivered
to the Company, receive all or a portion of such Independent Director's director
fees that would  otherwise be payable in cash, if any, in shares of Unrestricted
Stock  (valued at Fair Market Value on the date or dates that the director  fees
would  otherwise be paid in cash).  Such election  shall be effective no earlier
than six months and one day following the date of such election.  Any revocation
of such election shall be effective six months and one day following the date of
the revocation.

A.  Deferral of Awards.  Each  Independent  Director who has made an election to
receive  shares of  Unrestricted  Stock under  Section  8(c) above will have the
right  to defer  receipt  of up to 100% of such  shares  of  Unrestricted  Stock
payable  to  such  Independent  Director  in  accordance  with  such  rules  and
procedures  as may from  time to time be  established  by the  Company  for that
purpose.  The deferred  Unrestricted Stock shall be entitled to receive Dividend
Equivalent Rights settled in shares of Stock.

I.                PERFORMANCE SHARE AWARDS

A. Nature of  Performance  Share Awards.  A Performance  Share Award is an award
entitling  the  recipient  to  acquire  shares of Stock upon the  attainment  of
specified  performance  goals. The Committee may make  Performance  Share Awards
independent  of or in connection  with the granting of any other Award under the
Plan.   Performance   Share  Awards  may  be  granted  under  the  Plan  to  any
Participants,  including  those who qualify for awards  under other  performance
plans of the Company.  The  Committee  in its sole  discretion  shall  determine
whether and to whom  Performance  Share  Awards shall be made,  the  performance
goals applicable under each such Award, the periods during which  performance is
to be measured,  and all other  limitations  and  conditions  applicable  to the
awarded Performance Shares;  provided,  however,  that the Committee may rely on
the performance  goals and other standards  applicable to other performance unit
plans of the Company in setting the standards for Performance Share Awards under
the Plan.

A. Restrictions on Transfer.  Performance Share Awards and all rights with 
respect to such Awards may not be sold, assigned, transferred, pledged or 
otherwise encumbered.

A. Rights as a Stockholder.  A Participant  receiving a Performance  Share Award
shall have the rights of a stockholder  only as to shares  actually  received by
the  Participant  under the Plan and not with  respect to shares  subject to the
Award but not  actually  received by the  Participant.  A  Participant  shall be
entitled to receive a stock certificate  evidencing the acquisition of shares of
Stock under a Performance  Share Award only upon  satisfaction of all conditions
specified in the written  instrument  evidencing the Performance Share Award (or
in a performance plan adopted by the Committee).

A. Termination.  Except as may otherwise be provided by the Committee at any 
time prior to termination of employment by (or, with respect to an Independent 
Director, termination of service on the Board of Directors of) the Company or 
any Subsidiary, a Participant's rights in all Performance Share Awards shall 
automatically terminate upon the Participant's termination of employment by (or,
with respect to an Independent Director, termination of service on the Board of 
Directors of) the Company and its Subsidiaries for any reason.

A. Acceleration, Waiver, Etc. At any time prior to the Participant's termination
of employment by (or, with respect to an Independent Director, termination of 
service on the Board of Directors of) the Company and its Subsidiaries, the
Committee may in its sole discretion accelerate, waive or, subject to 
Section 12, amend any or all of the goals, restrictions or
conditions imposed under any Performance Share Award.

I.         DIVIDEND EQUIVALENT RIGHTS

A. Dividend Equivalent Rights. A Dividend Equivalent Right is an award entitling
the recipient to receive  credits based on cash  dividends that would be paid on
the shares of Stock specified in the Dividend  Equivalent  Right (or other award
to which it  relates)  if such  shares  were held by the  recipient.  A Dividend
Equivalent  Right may be granted  hereunder  to an  eligible  Participant,  as a
component of another award or as a freestanding  award. The terms and conditions
of  Dividend  Equivalent  Rights  shall  be  specified  in the  grant.  Dividend
equivalents  credited to the holder of a Dividend  Equivalent  Right may be paid
currently or may be deemed to be reinvested in additional shares of Stock, which
may thereafter accrue additional equivalents.  Any such reinvestment shall be at
Fair Market  Value on the date of  reinvestment  or such other price as may then
apply under a dividend  reinvestment  plan  sponsored  by the  Company,  if any.
Dividend  Equivalent  Rights  may be  settled  in cash or  shares  of Stock or a
combination  thereof,  in a  single  installment  or  installments.  A  Dividend
Equivalent  Right  granted as a component of another award may provide that such
Dividend Equivalent Right shall be settled upon exercise, settlement, or payment
of, or lapse of  restrictions  on,  such  other  award,  and that such  Dividend
Equivalent  Right  shall  expire  or be  forfeited  or  annulled  under the same
conditions  as such  other  award.  A  Dividend  Equivalent  Right  granted as a
component of another award may also contain terms and conditions  different from
such other award.
<PAGE>
A. Interest Equivalents.  Any award under this Plan that is settled in whole or 
in part in cash on a deferred basis may provide in the grant for interest 
equivalents to be credited with respect to such cash payment.  Interest 
equivalents may be compounded and shall be paid upon such terms and conditions 
as may be specified by the grant.

I.         TAX WITHHOLDING

A.                Payment by Participant.  Each Participant shall, no later than
                  the date as of which  the value of an Award or of any Stock or
                  other amounts received  thereunder first becomes includable in
                  the gross  income of the  Participant  for Federal  income tax
                  purposes,   pay  to  the   Company,   or   make   arrangements
                  satisfactory  to  the  Committee  regarding  payment  of,  any
                  Federal,  state, or local taxes of any kind required by law to
                  be withheld  with respect to such income.  The Company and its
                  Subsidiaries  shall, to the extent  permitted by law, have the
                  right to deduct any such  taxes  from any  payment of any kind
                  otherwise due to the Participant.

A. Payment in Stock. Subject to the approval of the Committee, a Participant may
elect to have such tax withholding obligation satisfied, in whole or in part, by
(i)  authorizing  the  Company  to  withhold  from  shares of Stock to be issued
pursuant to any Award a number of shares with an aggregate Fair Market Value (as
of the date the  withholding  is effected)  that would  satisfy the  withholding
amount due,  or (ii)  transferring  to the Company  shares of Stock owned by the
Participant  with an aggregate Fair Market Value (as of the date the withholding
is effected) that would satisfy the withholding amount due.
II.        TRANSFER, LEAVE OF ABSENCE, ETC.

         For purposes of the Plan,  the  following  events shall not be deemed a
termination of employment:

A. a transfer to the employment of the Company from a Subsidiary or from the 
Company to a Subsidiary, or from one Subsidiary to another; or

A. an approved  leave of absence for military  service or  sickness,  or for any
other  purpose  approved  by  the  Company,   if  the  Participant's   right  to
re-employment  is  guaranteed  either by a statute or by  contract  or under the
policy  pursuant to which the leave of absence  was granted or if the  Committee
otherwise so provides in writing.

I.         AMENDMENTS AND TERMINATION

         The Board  may,  at any  time,  amend or  discontinue  the Plan and the
Committee may, at any time,  amend or cancel any  outstanding  Award (or provide
substitute  Awards at the same or reduced  exercise or purchase price or with no
exercise  or  purchase  price,   but  such  price,  if  any,  must  satisfy  the
requirements  which would apply to the  substitute  or amended  Award if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose,  but no such action shall adversely  affect
rights under any outstanding Award without the holder's  consent.  If and to the
extent  determined  by the  Committee  to be  required by the Act to ensure that
Awards granted under the Plan are exempt under Rule 16b-3  promulgated under the
Act, or that Incentive  Stock Options granted under the Plan are qualified under
Section  422 of the Code,  Plan  amendments  shall be subject to approval by the
Company stockholders.

I.         STATUS OF PLAN

         With  respect to the portion of any Award which has not been  exercised
and any  payments  in cash,  Stock  or other  consideration  not  received  by a
Participant,  a Participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards.  In its sole  discretion,  the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards  hereunder,
provided that the existence of such trusts or other  arrangements  is consistent
with the foregoing sentence.

I.         CHANGE OF CONTROL PROVISIONS

         Upon the  occurrence  of a Change of Control as defined in this Section
15:

A. Each outstanding Stock Option and Stock Appreciation Right shall 
automatically become fully exercisable notwithstanding any provision to the 
contrary herein.

A. Each Restricted  Stock Award and Performance  Share Award shall be subject to
such terms, if any, with respect to a Change of Control as have been provided by
the Committee in connection with such Award.

A. "Change of Control" shall mean the occurrence of any one of the following 
events:

1. any  "person,"  as such term is used in  Sections  13(d) and 14(d) of the Act
(other than the Company, any of its Subsidiaries,  or any trustee,  fiduciary or
other person or entity  holding  securities  under any employee  benefit plan or
trust of the Company or any of its Subsidiaries), together with all "affiliates"
and "associates" (as such terms are defined in Rule 12b-2 under the Act) of such
person,  shall  become the  "beneficial  owner" (as such term is defined in Rule
13d-3  under the Act),  directly or  indirectly,  of  securities  of the Company
representing  60% or more  of  either  (A)  the  combined  voting  power  of the
Company's then outstanding securities having the right to vote in an election of
the  Company's  Board  of  Directors  ("Voting  Securities")  or  (B)  the  then
outstanding  shares of Stock of the Company (in either such case other than as a
result of an acquisition of securities directly from the Company); or
<PAGE>
1. persons who, as of the Effective  Date,  constitute  the  Company's  Board of
Directors (the "Incumbent Directors") cease for any reason,  including,  without
limitation,  as a result of a tender  offer,  proxy  contest,  merger or similar
transaction,  to constitute at least a majority of the Board,  provided that any
person becoming a director of the Company subsequent to the Effective Date whose
election  or  nomination  for  election  was  approved  by a vote of at  least a
majority  of the  Incumbent  Directors  shall,  for  purposes  of this Plan,  be
considered an Incumbent Director; or

1. the stockholders of the Company shall approve (A) any consolidation or merger
of  the  Company  or any  Subsidiary  where  the  stockholders  of the  Company,
immediately prior to the consolidation or merger,  would not,  immediately after
the  consolidation or merger,  beneficially own (as such term is defined in Rule
13d-3  under  the Act),  directly  or  indirectly,  shares  representing  in the
aggregate  80% or more of the voting shares of the  corporation  issuing cash or
securities  in  the   consolidation   or  merger  (or  of  its  ultimate  parent
corporation,  if any), (B) any sale,  lease,  exchange or other transfer (in one
transaction or a series of transactions contemplated or arranged by any party as
a single plan) of all or  substantially  all of the assets of the Company or (C)
any plan or proposal for the liquidation or dissolution of the Company;

         Notwithstanding  the  foregoing,  a "Change  of  Control"  shall not be
deemed to have  occurred  for  purposes of this Section 15 solely as a result of
(A) the BioSafe Merger or (B) an acquisition of securities by the Company which,
by  reducing  the  number  of  shares  of  Stock  or  other  Voting   Securities
outstanding,   increases  (x)  the  proportionate  number  of  shares  of  Stock
beneficially  owned by any  person to 60% or more of the  shares  of Stock  then
outstanding  or (y) the  proportionate  voting power  represented  by the Voting
Securities  beneficially  owned  by any  person  to 60% or more of the  combined
voting power of all then outstanding Voting Securities;  provided, however, that
if any person referred to in clause (x) or (y) of this sentence shall thereafter
become the beneficial  owner of any  additional  shares of Stock or other Voting
Securities  (other than pursuant to a stock split,  stock  dividend,  or similar
transaction),  then a "Change of Control"  shall be deemed to have  occurred for
purposes of this Section 15.

I.         GENERAL PROVISIONS

A.       No Distribution; Compliance with Legal Requirements.  The Committee may
require each person acquiring Stock pursuant to an Award to represent to and 
agree with the Company in writing that such person is acquiring the shares 
without a view to distribution thereof.

         No  shares  of Stock  shall be issued  pursuant  to an Award  until all
applicable  securities  law and  other  legal  and  stock  exchange  or  similar
requirements have been satisfied.  The Committee may require the placing of such
stop-orders and restrictive  legends on certificates  for Stock and Awards as it
deems appropriate.

A.  Delivery  of  Stock   Certificates.   Delivery  of  stock   certificates  to
Participants  under this Plan shall be deemed effected for all purposes when the
Company  or a stock  transfer  agent  of the  Company  shall  have  mailed  such
certificates  in the United States mail,  addressed to the  Participant,  at the
Participant's last known address on file with the Company.

A. Other Compensation  Arrangements;  No Employment Rights. Nothing contained in
this Plan shall prevent the Board from adopting other or additional compensation
arrangements,  including  trusts,  and such arrangements may be either generally
applicable or applicable only in specific  cases.  The adoption of this Plan and
the grant of Awards do not confer upon any  Participant  any right to  continued
employment  with (or,  with  respect  to any  Director,  service on the Board of
Directors of) the Company or any Subsidiary.

I.         EFFECTIVE DATE OF PLAN

         This Plan shall  become  effective  upon  approval  by the holders of a
majority  of the  shares of Stock of the  Company  present  or  represented  and
entitled to vote at a meeting of  stockholders.  Subject to such approval by the
stockholders  and to the requirement that no Stock may be issued hereunder prior
to such approval, Stock Options and other Awards may be granted hereunder on and
after adoption of this Plan by the Board.

I.         GOVERNING LAW

         This Plan shall be governed  by Delaware  law except to the extent such
law is preempted by federal law.



DATE ORIGINALLY APPROVED BY BOARD OF DIRECTORS:      March 17, 1995

DATE ORIGINALLY APPROVED BY SHAREHOLDERS:            March 27, 1995

DATE AMENDMENT APPROVED BY BOARD OF DIRECTORS:       September 19, 1995

DATE AMENDMENT APPROVED BY SHAREHOLDERS:             June 24, 1996

DATE AMENDMENT APPROVED BY BOARD OF DIRECTORS:       June 30, 1997

DATE AMENDMENT APPROVED BY SHAREHOLDERS:             October 24, 1997

DATE AMENDMENT APPROVED BY DIRECTORS:                December 15, 1997

DATE AMENDMENT APPROVED BY SHAREHOLDERS:             August 19, 1998
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