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                                                                   Exhibit 10.17


                       APPLIED ANALYTICAL INDUSTRIES, INC.
                             1996 STOCK OPTION PLAN
                              AMENDED AND RESTATED


This 1996 Stock Option Plan has been amended and restated effective March 27,
2000 to (1) reflect changes effected due to the 1996 stock splits and subsequent
conversion of Class B Non-Voting Stock to Common Stock in 1996, and (2) amend
the 1996 Stock Option Plan Section 6 to provide employees thirty (30) days to
exercise options after termination of employment.

1.       PURPOSE

         The purpose of the Applied Analytical Industries, Inc. 1996 Stock
         Option Plan (the "Plan") is to promote the growth and profitability of
         Applied Analytical Industries, Inc. (the "Company") and its
         subsidiaries ("Subsidiaries") from time to time by increasing the
         personal participation of officers and key employees in the financial
         performance of the Company and by providing such officers and key
         employees with an equity opportunity in the Company. This purpose will
         be achieved through the grant of stock options ("Options") to purchase
         shares of Common Stock of the Company (the "Common Stock") subject to
         restrictions on transfer or such other restrictions as the
         administrators of the Plan may determine.

2.       ADMINISTRATION

         The Plan will be administered by the Company's Board of Directors (the
         "Board").

         The Board shall have complete authority to: (i) interpret all terms and
         provisions of the Plan consistent with law; (ii) select from the group
         of officers and key employees eligible to participate in the Plan the
         officers and key employees to whom Options shall be granted; (iii)
         within the limits established herein, determine the number of shares to
         be subject to and the exercise price of, each Option; (iv) prescribe
         the form of instruments) evidencing Options granted under the Plan; (v)
         determine the time or times at which Options shall be granted to
         officers or key employees; (vi) provide, if appropriate, for the
         exercisability of Options in installments or subject to specified
         conditions; (vii) determine the method of exercise of Options; (viii)
         adopt, amend and rescind general and special rules and regulations for
         the Plan's administration; and (ix) make all other determinations
         necessary or advisable for the administration of the Plan.

         Any action which the Board is authorized to take may be taken without a
         meeting if all the members of the Board sign a written document
         authorizing such action to be taken, unless different provision is made
         by the By-Laws of the Company or by resolution of the Board.

         The Board may designate selected Board members or certain employees of
         the Company to assist the Board in the administration of the Plan and
         may grant authority to such persons to execute documents, including
         Options, on behalf of the Board.

         No member of the Board or employee of the Company assisting the Board
         pursuant to the preceding paragraph shall be liable for any action
         taken or determination made in good faith.


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3.       STOCK SUBJECT TO PLAN

         The stock to be offered under the Plan shall be authorized but unissued
         shares of Common Stock. An aggregate of 495,627 shares of Common Stock
         are reserved for issuance upon exercise of Options. Any or all of the
         Options granted under Section 4 hereof may, at the Board's discretion,
         be intended to qualify as incentive stock options (`Incentive Stock
         Options') under Section 422 of the Internal Revenue Code of 1986, as
         amended (the `Code'). The number of shares reserved under the Plan may
         be adjusted to reflect any change in the capitalization of the Company
         as contemplated by Section 9 hereof and occurring after the adoption of
         the Plan. The Board will maintain records showing the cumulative total
         of all shares subject to Options outstanding under the Plan.

4.       OPTION AWARDS

         (a) Eligibility and Factors Considered in Granting Options

         The grant of Options under this Section 4 shall be limited to those
         officers and key employees of the Company or any of its Subsidiaries
         who have the greatest contribution to the Company's long-term
         performance and are selected by the Board. In making any determination
         as to the officer(s) and key employees) to whom Options shall be
         granted under this Section 4 and as to the number of shares to be
         subject thereto, the Board shall take into account, in each case, the
         level and responsibility of the person's position, the level of the
         person's performance, the person's level of compensation, the assessed
         potential of the person and such additional factors as the Board shall
         deem relevant to the accomplishment of the purposes of the Plan.

         (b) Allotment of Shares

         The Board, in its sole discretion and subject to the provisions of the
         Plan, may grant to participants eligible under this Section 4, on or
         after the date hereof, Options. Options may be, at the discretion of
         the Board: (i) Options that are intended to qualify as Incentive Stock
         Options; or (ii) Options that are not intended to be Incentive Stock
         Options; or (iii) both of the foregoing, if granted separately, and not
         in tandem. Each Option granted under the Plan must be clearly
         identified as to its status as an Incentive Stock Option or not.

         Options granted under this Section 4 may be allotted to participants in
         such amounts, subject to the limitations specified in the Plan, as the
         Board, in its sole discretion, may from time to time determine,
         provided that no participant may be granted Options with respect to
         more than 253,000 shares of Common Stock.

         In the case of Options intended to be Incentive Stock Options, the
         aggregate fair market value (determined at the time of such Incentive
         Stock Options' respective grants) of the shares with respect to which
         Incentive Stock Options are exercisable for the first time by a
         participant hereunder during any calendar year (under all plans taken
         into account pursuant to Section 422(d) of the Code) shall not exceed
         $100,000. Options under this Section 4 not intended to qualify as
         Incentive Stock Options may be granted to any Plan participant without
         regard to the Section 422(d) limitations.


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         (c) Time of Granting Options

         The date of grant of an Option under this Section 4 shall be, for all
         purposes, the date on which the Board makes the determination of
         granting such Option (each such date, a "Grant Date"). Notice of the
         determination shall be given to each officer or key employee to whom an
         Option is so granted under this Section 4 within a reasonable time
         after the Grant Date.

         (d)      Exercise Price for Options

         The price per share at which each Option granted under this Section 4
         may be exercised shall be such price as shall be determined by the
         Board at the time of grant based on such criteria as may be adopted by
         the Board at the time of grant in good faith, taking into account, in
         each case, the market price of the common stock, the level and
         responsibility of the person's position, the level of the person's
         performance, the person's level of compensation, the assessed potential
         of the person, and such additional factors as the Board shall deem
         relevant to the accomplishment of the purposes of the Plan; provided,
         however, that in no event shall the exercise price per share of an
         Option be less than 100% of the fair market value of the Company's
         shares of common stock on the Grant Date for such Option unless such
         grant is approved by all directors and in no event shall be less than
         75% of the fair market value of the Company's shares of common stock on
         the Grant Date for such Option. In the case of an Option intended to
         qualify as an Incentive Stock Option, the price per share shall not be
         less than 100% (or 110% for owners of more than 10% of the total
         combined voting power of all classes of stock of the Company or any
         Subsidiary) of the fair market value of the Common Stock on the Grant
         Date for such Option.

         If the Company's shares of Common Stock are:

         (1)      actively traded on any national securities exchange or NASDAQ
                  system that reports their sales prices, fair market value
                  shall be the average of the high and low sales prices per
                  share on any Grant Date;

         (2)      otherwise traded over the counter, fair market value shall be
                  the average of the final bid and asked prices for the shares
                  of Common Stock as reported for any Grant Date; or

         (3)      not traded, the Board shall consider any factor or factors
                  that it believes affects fair market value, and shall
                  determine fair market value without regard to any restriction
                  other than a restriction that by its terms will never lapse.

         (e)      Term of Options

                  The term of each Option granted under this Section 4 shall be
                  established by the Board, but shall not exceed 10 years (or 5
                  years for owners of more than 10% of the total combined voting
                  power of all classes of stock of the Company or of a
                  Subsidiary) from the Grant Date for such Option.

         (f)      Cancellation and Replacement of Options

                  The Board may at any time or from time to time permit the
                  voluntary surrender by the holder of any outstanding Option
                  granted under this Section 4 where such surrender is



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                  conditioned upon the granting under this Section 4 to such
                  holder of new Option(s) for such number of shares as the Board
                  shall determine, or may require such a voluntary surrender as
                  a condition precedent to the grant under this Section 4 of new
                  Option(s) to such holder.

                  The Board shall determine the terms and conditions of any such
                  new Option(s), including their exercise price and the periods
                  during which they may be exercised, subject to and in
                  accordance with the provisions of the Plan, all or any of
                  which may differ from the terms and conditions of the
                  Option(s) surrendered. Any such new Option(s) shall be subject
                  to all the relevant provisions of the Plan.

                  The shares subject to any Option so surrendered or terminated
                  shall no longer be charged against the limitation or
                  limitations provided in Section 3 of the Plan and may
                  thereafter become the subject of new Option grants under the
                  Plan.

                  The granting of new Option(s) in connection with the surrender
                  of outstanding Option(s) under the Plan shall be considered
                  for the purposes of the Plan as the grant of new Option(s) and
                  not an alteration, amendment or modification of the Plan or of
                  the Option(s) being surrendered.

         (g)      Vesting

                  Except as otherwise determined by the Board or the Committee,
                  Options shall vest as follows:

                                                         Aggregate Percentage of
                                                          Shares under Options
                  Date                                     Vested on such Date
                  ----                                   -----------------------

                  Six months after Grant Date                      25%
                  Eighteen months after Grant Date                 50%
                  Thirty months after Grant Date                   75%
                  Forty-two months after Grant Date               100%

Notwithstanding the foregoing, any Option granted pursuant to this Plan shall be
deemed fully vested immediately prior to an Acquisition Transaction. For the
purposes of the Plan, an "Acquisition Transaction" shall mean and include the
following:

                           (i) The consummation of a tender offer or exchange
                           offer for the ownership of securities of the Company
                           representing 51 % or more of the combined voting
                           powers of the Company's then outstanding voting
                           securities;


                           (ii) The adoption by the Company's stockholders of a
                           plan of merger or consolidation providing for the
                           merger or consolidation of the Company with another
                           corporation (other than an affiliate of the Company
                           within the meaning of the Securities Exchange Act of
                           1934, as amended) and as a result of such merger or
                           consolidation less than 75% of the outstanding voting
                           securities of the surviving or resulting corporation
                           would then be owned in the aggregate by the former
                           stockholders of the Company; or



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                           (iii) The transfer by the Company of substantially
                           all of its assets to another corporation or entity
                           which is not a wholly owned subsidiary of the
                           Company.

5.       NON-TRANSFERABILITY

         An Option granted to a participant under the Plan shall not be
         transferable by him or her except: (i) by will; (ii) by the laws of
         descent and distribution; or (iii) pursuant to a qualified domestic
         relations order as defined by the Code or in Title I of the Employee
         Retirement Income Security Act, or the rules thereunder. In the case of
         an Option intended to be an Incentive Stock Option, such Option shall
         not be transferable by a participant other than by will or the laws of
         descent and distribution and during the optionee's lifetime shall be
         exercisable only by him or her.

6.       EXERCISABILITY OF OPTIONS

         Subject to the provisions of the Plan, Options granted under Section 4
         hereof shall be exercisable at such time or times after the Grant Date
         to the extent such Options are vested.

         Any Option shall terminate in full (whether or not previously
         exercisable) prior to the expiration of its term on the date thirty
         (30)days after the date the optionee ceases to be an employee of the
         Company or any Subsidiary of the Company, unless (i) the optionee shall
         (a) die while an employee of the Company or such Subsidiary, in which
         case the participant's legatee(s) under his or her last will or the
         participant's personal representative or representatives may exercise
         all or part of the previously unexercised portion of such Option at any
         time within one year, but not beyond the expiration of its term, after
         the participant's death to the extent the optionee could have exercised
         the Option immediately prior to his or her death, (b) become
         permanently or totally disabled within the meaning of section 22(e)(3)
         of the Code (or any successor provision) while an employee of the
         Company or such Subsidiary, in which case the participant or his or her
         personal representative may exercise the previously unexercised portion
         of such Option at any time within one year, but not beyond the
         expiration of its term, after termination of his or her employment or
         directorship to the extent the optionee could have exercised the Option
         immediately prior to such termination, or (c) resign or retire after
         age 62 with the consent of the Company, in which case the participant
         may exercise the previously unexercised portion of such Option at any
         time within six months, but not beyond the expiration of its term,
         after the participant's resignation or retirement to the extent the
         optionee could have exercised the Option immediately prior to such
         resignation or retirement, or (ii) the Board shall determine otherwise.

         In no event may an Option be exercised after the expiration of its
         fixed term.

7.       METHOD OF EXERCISE

         Each Option granted under the Plan shall be deemed exercised when the
         holder (a) shall indicate the decision to do so in writing delivered to
         the Company, (b) shall at the same time tender to the Company payment
         in full of the exercise price for the shares for which the Option is
         exercised, which payment may be made in cash, and (e) shall comply with
         such other reasonable requirements as the Board may establish; provided
         that in order to enable an optionee (including but not limited to
         officers) to exercise options granted under the Plan, the



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         Board may determine, in the exercise of its discretion, to (i) cause
         the Company to lend money or other property to such optionee upon such
         terms and conditions and in such amounts as the Board may determine,
         (ii) grant such optionee permission to pay the exercise price in
         installments, or to accept such optionee's note as whole or partial
         payment, (iii) permit such optionee to repay loans made by the Company
         to such optionee for the exercise of options with issued and
         outstanding shares of common stock, (iv) grant such optionee permission
         to pay the exercise price by delivering for cancellation Options having
         an aggregate value (calculated by subtracting the exercise price per
         share from the fair market value of a share of Common Stock) equal to
         the total amount of the exercise price, or (v) provide such financial
         assistance to such optionee as the Board determines to be desirable.
         The exercise of any option granted under the Plan may be made subject
         to the condition that, if at any time the Board shall determine, in its
         discretion, that the satisfaction of withholding tax or other
         withholding liabilities under any state or federal law is necessary or
         desirable as a condition of, or in connection with, such exercise or
         the delivery or purchase of shares pursuant thereto, then in such
         event, the exercise of the option shall not be effective unless such
         withholding tax or other withholding liabilities shall have been
         satisfied in a manner acceptable to the Company, which may include the
         withholding by the Company of shares of Common Stock to be issued upon
         exercise of an Option having a fair market value equal to the required
         withholding amount. With respect to the foregoing sentences, the value
         of the shares of Common Stock shall be the fair market value determined
         in accordance with Section 4(d) of the Plan as of the day of such
         payment or withholding.

         No person, estate or other entity shall have any of the rights of a
         shareholder with reference to shares subject to an Option until a
         certificate for the shares has been delivered.

         An Option granted under the Plan may be exercised for any lesser number
         of shares than the full amount for which it could be exercised. Such a
         partial exercise of an Option shall not affect the right to exercise
         the Option from time to time in accordance with the Plan for the
         remaining shares subject to the Option.

8.       TERMINATION OF OPTIONS

         An Option granted under the Plan shall be considered terminated in
         whole or in part, to the extent that, in accordance with the provisions
         of the Plan and such Option, it can no longer be exercised for any
         shares originally subject to the Option.


9.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         In the event of any change in the outstanding Common Stock of the
         Company by reason of a stock dividend, stock split, stock
         consolidation, recapitalization, reorganization, merger, split up or
         the like, the shares available for purposes of the Plan or under option
         in outstanding option agreements pursuant to the Plan (and the option
         price under such agreements) shall be appropriately adjusted so as to
         preserve, but not increase, the benefits of the Plan to the Company and
         the benefits to the holders of such Options; Provided, however, that
         for any Incentive Stock Options, in the case of a corporate merger,
         consolidation, acquisition of property or stock, separation,
         reorganization or liquidation, the excess of the aggregate fair market
         value of the shares subject to any Options immediately after such event
         over the aggregate option price of such shares is not more than the
         excess of the aggregate fair market



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         value of all shares subject to such Options immediately before such
         event over the aggregate option price of such shares.

         Adjustments under this Section shall be made by the Board, whose
         determination as to what adjustments shall be made and the extent
         thereof, shall be final, binding and conclusive.

10.      COMPLIANCE WITH SECURITIES LAWS AND OTHER REQUIREMENTS

         No certificate(s)for shares shall be executed and delivered upon
         exercise of an Option until the Company shall have taken such action,
         if any, as is then required to comply with the provisions of the
         Securities Act of 1933, as amended, the North Carolina Uniform
         Securities Act, as amended, any other applicable state securities
         law(s) and the requirements of any exchange on which the Common Stock
         may, at the time, be listed.

         In the case of the exercise of an Option by a person or estate
         acquiring the right to exercise the Option by bequest or inheritance,
         the Board may require reasonable evidence as to the ownership of the
         Option and may require such consents and releases of taxing authorities
         as it may deem advisable.

11.      NO RIGHT TO EMPLOYMENT

         Neither the adoption of the Plan nor its operation, nor any document
         describing or referring to the Plan, or any part thereof, shall confer
         upon any employee participant under the Plan any right to continue in
         the employ of the Company, or shall in any way affect the right and
         power of the Company to terminate the employment or position with the
         Company of any participant under the Plan at any time with or without
         assigning a reason therefor, to the same extent as the Company might
         have done if the Plan had not been adopted.

12.      EFFECTIVE DATE OF THE PLAN

         The Plan was adopted by the Board on November 16, 1995, and shall be
         effective until November 16, 2005, after which time no Option shall be
         granted, but such termination shall not affect any Option previously
         granted under the Plan.


13.      STOCK CERTIFICATE LEGEND.

         Each stock certificate issued for options intended to be Incentive
         Stock Options shall bear the following legend:

         THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED PURSUANT TO A
         STOCK OPTION PLAN AND WERE INTENDED TO BE A QUALIFIED OPTION AS SET
         FORTH IN SECTION 422 OF THE INTERNAL REVENUE CODE. IF THESE SHARES ARE
         TRANSFERRED OR SOLD PRIOR TO ____________, ______, YOU ARE REQUIRED TO
         NOTIFY THE CORPORATION'S HUMAN RESOURCES DEPARTMENT AT 910 254-7000.



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Dear

In accordance with the 1996 Stock Option Plan (the "Plan") of Applied Analytical
Industries, Inc. (the "Company"), you, as an officer or a key employee of the
Company or its subsidiaries, and in order to give you an added proprietary
interest in the Company and an additional incentive to advance the interest of
the Company, were granted on ___________, ______ an option to purchase _____
shares of the common stock of the Company upon the following terms and
conditions:

         (1)      The exercise price shall be $_______ (_____% of the fair
                  market value of a share as determined in accordance with
                  Section 4(d) of the Plan on the date of grant - ___________,
                  ___);

         (2)      This Option will vest and become exercisable according to the
                  schedule set forth in the Plan;

         (3)      Once exercisable, this Option may be exercised until
                  ________, ____ subject to the terms and conditions of the
                  Plan, a copy of which is attached hereto and incorporated
                  herein by reference. This Option is granted subject to the
                  Plan and shall be construed in accordance with the Plan.

         (4)      This Option is (is not) intended to be treated as an
                  "incentive stock option" for purposes of Section 422 of the
                  Internal Revenue Code.

         (5)      To exercise this Option, the holder must deliver written
                  notice of the decision to do so and at the same time tender to
                  the Company payment in full of the exercise price for the
                  shares for which the Option is exercised, which payment may be
                  made in cash or as otherwise provided for in accordance with
                  Section 7 of the Plan.

         (6)      The exercise of this Option shall be subject to the condition
                  that, if at any time the Board (as defined in the Plan) shall
                  determine, in its discretion, that the satisfaction of
                  withholding tax or other withholding liabilities under any
                  state or federal law is necessary or desirable as a condition
                  of, or in connection with, such exercise or the delivery or
                  purchase of shares pursuant thereto, then in such event, the
                  exercise of the option shall not be effective unless such
                  withholding tax or other withholding liabilities shall have
                  been satisfied in a manner acceptable to the Company, which
                  may include the withholding by the Company of shares of Common
                  Stock to be issued upon exercise of an Option having a fair
                  market value equal to the required withholding amount.

         (7)      Other terms and conditions: Prior to the issuance of any
                  shares of Common Stock upon exercise of an Option, you must
                  agree to be obligated by the terms of the Stockholder
                  Agreement between the Company and the holders of the Common
                  Stock as such Stockholder Agreement is then in effect.


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This Option is not transferable except pursuant to the terms and conditions of
the Plan.

                                       Very truly yours,

                                       APPLIED ANALYTICAL INDUSTRIES, INC.



                                       By: _____________________________________

                                       Title: __________________________________


I hereby accept the within Option and
acknowledge receipt of a copy of the Plan.



Optionee: _______________________________

Date: ___________________________________


























Revised 2/18/00