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                                                                  EXHIBIT 10.31

                             TITAN PHARMACEUTICALS, INC.

                                1998 STOCK OPTION PLAN


1.        PURPOSE.

          The purpose of this plan (the "Plan") is to secure for Titan 
Pharmaceuticals, 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 who are expected to contribute to 
the Company's future growth and success.  Except where the context otherwise 
requires, the term "Company" shall include all present and future 
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the 
Internal Revenue Code of 1986, as amended or replaced from time to time (the 
"Code").  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 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 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 


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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.  

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

          (b)  GRANT OF OPTIONS TO REPORTING PERSONS.  The selection of a 
director or an officer who is a Reporting Person (as the terms "director" and 
"officer" are defined for purposes of Rule 16b-3) as a recipient of an 
option, the timing of the option grant, the exercise price of the option and 
the number of shares subject to the option shall be determined either (i) by 
the Board of Directors,  (ii) by a committee consisting of two or more 
directors having full authority to act in the matter, each of whom shall be 
an "Independent Director" as defined by Rule 1.62-27 of the Code or (iii) 
pursuant to provisions for automatic grants set forth in Section 3(c) below.  

          (c)  DIRECTORS' OPTIONS.    Directors of the Company who are not 
stockholders of the Company owning in excess of 10% of the outstanding Common 
Stock of the Company ("Eligible Directors") will be granted a Director Option 
to purchase 10,000 shares of Common Stock on the date that such person is 
first elected or appointed a director ("Initial Director Option"), in the 
event and to the extent that such options are not available under the 
Company's 1995 Stock Option Plan (the "1995 Plan").  Commencing on the day 
immediately following the date of the annual meeting of stockholders for the 
Company's fiscal year ending December 31, 1997, each Eligible Director, other 
than Eligible Directors who received an Initial Director Option since the 
most recent automatic grant ("Automatic Grant"), will receive an Automatic 
Grant of a Director Option to purchase 3,000 shares of Common Stock 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.   At such time 
as there are no options available under the 1995 Plan, the Automatic Grant 
shall increase to a Director Option to purchase 5,000 shares of Common Stock, 
inclusive of any portion of an automatic grant of a Director Option received 
by an Eligible Director under the 1995 Plan for such year.  The exercise 
price for each share subject to a Director Option shall be equal to the fair 
market value of the Common Stock on the date of grant.  Director Options 
shall become exercisable in full twelve months from the date such options are 


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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, unless 
such Director Option is an Incentive Stock Option in which case such Director 
Option shall be subject to the additional terms and conditions set forth in 
Section 11.

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 1,000,000 
shares.  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 
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.


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          (b)  PAYMENT OF PURCHASE PRICE.  Options granted under the Plan may 
provide for the payment of the exercise price by delivery of cash or a check 
to the order of the Company in an amount equal to the exercise price of such 
options, by surrender of shares having a Fair Market Value equal to the 
purchase price, or by any other means, including pursuant to provisions for 
cashless exercise, which the Board of Directors or Committee 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 and set forth in the applicable option agreement, 
PROVIDED, that such date shall not be later than 10 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.  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.        NONTRANSFERABILITY OF OPTIONS.

          No 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 option may be exercised during the lifetime of the 
optionee only by the optionee.  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 
option shall thereafter be exercisable, during the period specified in the 
option agreement, by his executors or administrators to the full extent to 
which such option was 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.


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          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 
may exercise an option at any time within three months following the 
termination of the optionee's employment or other relationship with the 
Company or within one 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 is for cause or is otherwise attributable to a 
breach by the optionee of an employment or confidentiality or non-disclosure 
agreement, the option shall expire immediately upon such termination.  The 
Board of Directors shall have the power to determine what constitutes a 
termination for cause or a breach of an employment or confidentiality or 
non-disclosure agreement, whether an optionee has been terminated for cause 
or has breached such an agreement, and the date upon which 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% SHAREHOLDER.  If any employee to whom an Incentive Stock 
Option is to be granted under the Plan is, at the time of the grant of such 
option, the owner of stock possessing more than 10% of the total combined 
voting power of all classes of stock of the Company (after taking into 
account the attribution of stock ownership rules of Section 424(d) of the 
Code), then the following special provisions shall be applicable to the 
Incentive Stock Option granted to such individual:

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

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

          (c)  DOLLAR LIMITATION.  For so long as the Code shall so provide, 
options granted to any employee under the Plan (and any other incentive stock 
option plans of the Company) which are intended to constitute Incentive Stock 
Options shall not constitute Incentive Stock Options to the extent that such 
options, in the aggregate, become exercisable for the first 


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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 may, in 
its sole discretion, include additional provisions in option agreements 
covering options granted under the Plan, including without limitation 
restrictions on transfer, repurchase rights, rights of first refusal, 
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to 
transfer other property to optionees upon exercise of options, or such other 
provisions as shall be determined by the Board of Directors; PROVIDED, that 
such additional provisions shall not be inconsistent with any other term or 
condition of the Plan and such additional provisions shall not 


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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, 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 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 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. 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, 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 

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          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 shareholders of the Company would be entitled in 
          the election of the Board of Directors were an election held on 
          such date; and

               (iii) 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 shareholders 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, 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.


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

17.       NO SPECIAL EMPLOYMENT RIGHTS.

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

18.       OTHER EMPLOYEE BENEFITS.

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


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options for such favorable federal income tax treatment (including deferral 
of taxation upon exercise) as may be afforded incentive stock options under 
Section 422 of the Code and (ii) the terms and provisions of the Plan and of 
any outstanding option to the extent necessary to ensure the qualification of 
the Plan under Rule 16b-3.

20.       WITHHOLDING.

          (a)  The Company shall have the right to deduct from payments of 
any kind otherwise due to the optionee any federal, state or local taxes of 
any kind required by law to be withheld with respect to any 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 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 


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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 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 
shareholder approval (as provided in Section 21) 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.       PROVISION FOR FOREIGN PARTICIPANTS.

          The Board of Directors may, without amending the Plan, modify 
awards or options granted to participants who are foreign nationals or 
employed outside the United States to recognize differences in laws, rules, 
regulations or customs of such foreign jurisdictions with respect to tax, 
securities, currency, employee benefit or other matters.


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24.       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 June 10, 1998.


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