EXHIBIT 4.1

                               NOVADEL PHARMA INC.

               (FORMERLY FLEMINGTON PHARMACEUTICAL CORPORATION)

                             1998 STOCK OPTION PLAN

(Adopted  by  the  Board  of  Directors  as of  June  15,  1998,  and  by  the
Stockholders on November 23, 1998)

SECTION 1. PURPOSE; DEFINITIONS.

      1.1 PURPOSE. The purpose of Novadel Pharma Inc. (the" Company") 1998 Stock
Option Plan (the Plan") is to enable the Company to offer to its key  employees,
officers,  directors  and  consultants  whose  past,  present  and/or  potential
contributions  to the Company  and its  Subsidiaries  have been,  are or will be
important to the success of the Company, an opportunity to acquire a proprietary
interest in the Company.  The various types of long-term  incentive awards which
may be provided  under the Plan will enable the Company to respond to changes in
compensation  practices,  tax  laws,  accounting  regulations  and the  size and
diversity of its businesses.

      1.2  DEFINITIONS.  For purposes of the Plan, the following  terms shall be
defined as set forth below:

            (a)  "AGREEMENT"  means the  agreement  between  the Company and the
 Holder setting forth the terms and conditions of an award under the Plan.

            (b) "BOARD" means the Board of Directors of the Company.

            (c) "CODE" means the Internal  Revenue Code of 1986, as amended from
 time to  time,  and any  successor  thereto  and  the  regulations  promulgated
 thereunder.

            (d) "COMMITTEE" means the Compensation Committee of the Board or any
 other  committee of the Board,  which the Board may designate to administer the
 Plan or any  portion  thereof.  If no  Committee  is so  designated,  then  all
 references in this Plan to "committee" shall mean the Board.

            (e) "COMMON STOCK" means the Common Stock of the Company,  par value
 $.001 per share.

            (f)  "COMPANY"  means Novadel  Pharma Inc., a corporation  organized
 under the laws of the State of Delaware.

            (g)  "CONTINUOUS  STATUS AS AN  EMPLOYEE"  means the  absence of any
 interruption or termination of service as an Employee.  Continuous Status as an
 Employee  shall  not be  considered  interrupted  in the  case of  sick  leave,
 military leave, or any other leave of absence approved by the Board.

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            (h)  "EMPLOYEE"  shall  mean  any  person,  including  officers  and
 directors,  employed by the Company or any Parent or  Subsidiary of the Company
 and for whom a withholding  obligation exists under Section 3401 of the Code by
 the employing  corporation,  as applicable.  The payment of a director's fee by
 the Company shall not be sufficient to constitute employment by the Company.

            (i) "DEFERRED STOCK" means Stock to be received, under an award made
 pursuant to Section 8 below, at the end of a specified deferral period.

            (j)  "DISABILITY"  means  disability as determined  under procedures
 established by the Committee for purposes of the Plan.

            (k) "EFFECTIVE DATE" means the date set forth in Section 11.

            (l) "FAIR MARKET VALUE", unless otherwise required by any applicable
 provision of the Code or any regulations  issued  thereunder,  means, as of any
 given date: (i) if the Common Stock is listed on a national securities exchange
 or quoted on the NASDAQ  National Market or NASDAQ  SmallCap  Market,  the last
 sale price of the Common Stock in the principal  trading  market for the Common
 Stock  on the  last  trading  day  preceding  the  date of  grant  of an  award
 hereunder,  as reported by the exchange or NASDAQ,  as the case may be; (ii) if
 the Common Stock is not listed on a national  securities  exchange or quoted on
 the NASDAQ  National  Market or NASDAQ  SmallCap  Market,  but is traded in the
 over-the-counter market, the closing bid price for the Common Stock on the last
 trading day  preceding  the date of grant of an award  hereunder for which such
 quotations  are  reported by the  National  Quotation  Bureau  Incorporated  or
 similar publisher of such quotations; and (iii) if the fair market value of the
 Common Stock cannot be  determined  pursuant to clause (i) or (ii) above,  such
 price as the Committee shall determine, in good faith.

            (m)  "HOLDER"  means a person who has  received  an award  under the
 Plan.

            (n) "INCENTIVE  STOCK OPTION" means any Stock Option  intended to be
 and designated as an "incentive stock option" within the meaning of Section 422
 of the Code.

            (o) "NON-QUALIFIED  STOCK OPTION" means any Stock Option that is not
 an Incentive Stock Option.

            (p) "NORMAL RETIREMENT" means retirement from active employment with
 the Company or any Subsidiary on or after age 65.

            (q) "OTHER  STOCK-BASED  AWARD" means an award under Section 9 below
 that is valued in whole or in part by reference to, or is otherwise based upon,
 Stock.

            (r) "PARENT"  means any present or future parent  corporation of the
 Company, as such term is defined in Section 424(e) of the Code.

            (s) "PLAN" means the Novadel  Pharma Inc. 1998 Stock Option Plan, as
 hereinafter amended from time to time.

            (t)  "RESTRICTED  STOCK" means Stock,  received  under an award made
 pursuant to Section 7 below, that is subject to restrictions under said Section
 7.

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            (u) "SAR VALUE" [Intentionally omitted]

            (v) "STOCK"  means the Common Stock of the Company,  par value $.001
 per share.

            (w) "STOCK APPRECIATION RIGHT" [Intentionally omitted]

            (x) "STOCK OPTION" or "Option"  means any option to purchase  shares
 of Stock which is granted pursuant to the Plan.

            (y) "STOCK RELOAD OPTION" means any option granted under Section 5.3
 as a result of the payment of the exercise  price of a Stock Option  and/or the
 withholding tax related thereto in the form of Stock owned by the Holder or the
 withholding of Stock by the Company.

            (z) "SUBSIDIARY" means any present or future subsidiary  corporation
 of the Company, as such term is defined in Section 424(f) of the Code.

SECTION 2. ADMINISTRATION.

      2.1   COMMITTEE MEMBERSHIP.  The Plan shall be administered by the Board
or a Committee.  Committee  members shall serve for such term as the Board may
in each case  determine,  and shall be  subject  to removal at any time by the
Board.

      2.2 POWERS OF COMMITTEE. The Committee shall have full authority,  subject
to Section 4.2 hereof,  to award,  pursuant to the terms of the Plan:  (i) Stock
Options, (ii) Restricted Stock; (iii) Deferred Stock; (iv) Stock Reload Options;
and/or (v) Other  Stock-Based  Awards.  For purposes of illustration  and not of
limitation,  the  Committee  shall have the  authority  (subject  to the express
provisions of this Plan):

            (a) to select the officers, key employees, directors and consultants
of the  Company or any  Subsidiary  to whom  Stock  Options,  Restricted  Stock,
Deferred Stock,  Stock Reload Options and/or Other  Stock-Based  Awards may from
time to time be awarded hereunder.

            (b) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted  hereunder  (including,  but not limited
to, number of shares,  share price,  any  restrictions or  limitations,  and any
vesting, exchange, surrender; cancellation,  acceleration, termination, exercise
or forfeiture provisions, as the Committee shall determine);

            (c) to  determine  any  specified  performance  goals or such  other
factors  or  criteria  which  need to be  attained  for the  vesting of an award
granted hereunder;

            (d) to determine the terms and conditions under which awards granted
hereunder are to operate on a tandem basis and/or in  conjunction  with or apart
from other equity awarded under this Plan and cash awards made by the Company or
any Subsidiary outside of this Plan;

            (e) to permit a Holder  to elect to defer a  payment  under the Plan
under such rules and  procedures as the Committee may  establish,  including the
crediting of interest on deferred  amounts  denominated  in cash and of dividend
equivalents on deferred amounts denominated in Stock;

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            (f) to determine the extent and circumstances  under which Stock and
other amounts payable with respect to an award hereunder shall be deferred which
may be either automatic or at the election of the Ho1der; and

            (g) to substitute (i) new Stock Options for previously granted Stock
Options,  which  previously  granted Stock  Options have higher option  exercise
prices and/or  contain other less  favorable  terms,  and (ii) new awards of any
other type for  previously  granted  awards of the same type,  which  previously
granted awards are upon less favorable terms.

       2.3  INTERPRETATION OF PLAN.

            (a) COMMITTEE AUTHORITY. Subject to Section 10 hereof, the Committee
shall have the authority to adopt, alter and repeal such  administrative  rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable,  to  interpret  the  terms and  provisions  of the Plan and any award
issued under the Plan (and to determine the form and substance of all Agreements
relating  thereto),  and to otherwise  supervise the administration of the Plan.
Subject to Section 10 hereof,  all decisions  made by the Committee  pursuant to
the provisions of the Plan shall be made in the Committee's  sole discretion and
shall be final  and  binding  upon  all  persons,  including  the  Company,  its
Subsidiaries and Holders.

            (b) INCENTIVE  STOCK  OPTIONS.  Anything in the Plan to the contrary
notwithstanding,  no term or provision of the Plan  relating to Incentive  Stock
Options  (including  but  limited  to Stock  Reload  Options  rights  granted in
conjunction  with an Incentive  Stock  Option) or any  Agreement  providing  for
Incentive Stock Options shall be interpreted,  amended or altered, nor shall any
discretion  or  authority  granted  under  the  Plan be so  exercised,  so as to
disqualify  the Plan under Section 422 of the Code;  or,  without the consent of
the  Holder(s)  affected,  to disqualify  any Incentive  Stock Option under such
Section 422.

SECTION 3. STOCK SUBJECT TO PLAN.

       3.1 NUMBER OF SHARES. The total number of shares of Common Stock reserved
and available for distribution under the Plan shall be 3,400,000 shares.  Shares
of Stock under the Plan may  consist,  in whole or in part,  of  authorized  and
unissued  shares or  treasury  shares.  If any  shares  of Stock  that have been
optioned  cease to be subject to a Stock Option,  or of any shares of Stock that
are subject to any Restricted Stock,  Deferred Stock award,  Stock Reload Option
or Other  Stock-Based  Award  granted  hereunder are forfeited or any such award
otherwise  terminates  without a payment being made to the Holder in the form of
Stock,  such shares shall again be available for distribution in connection with
future  grants  and  awards  under  the  Plan.  Only net  shares  issued  upon a
stock-for-stock  exercise  (including stock used for withholding taxes) shall be
counted against the number of shares available under the Plan.

      3.2 ADJUSTMENT  UPON CHANGES IN  CAPITALIZATION,  ETC. In the event of any
merger, reorganization, consolidation,  recapitalization, dividend (other than a
cash dividend),  stock split,  reverse stock split, or other change in corporate
structure  affecting the Stock, such substitution or adjustment shall be made in
the  aggregate  number of shares  reserved for issuance  under the Plan,  in the
number and  exercise  price of shares  subject to  outstanding  Options,  in the
number of shares and in the  number of shares  subject  to,  and in the  related
terms of,  other  outstanding  awards  (including  but not  limited to awards of

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Restricted  Stock,  Deferred Stock,  Stock Reload Options and Other  Stock-Based
Awards)  granted under the Plan as may be determined  to be  appropriate  by the
Committee in order to prevent  dilution or enlargement of rights,  provided that
any  fractional  shares  resulting from such  adjustment  shall be eliminated by
rounding to the next lower whole number of shares.

SECTION 4. ELIGIBILITY.

      4.1  GENERAL.  Awards may be made or granted to key  employees,  officers,
directors  and  consultants  who are  deemed to have  rendered  or to be able to
render  significant  services  to the  Company or its  Subsidiaries  and who are
deemed to have contributed or to have the potential to contribute to the success
of the Company.  No Incentive Stock Option shall be granted to any person who is
not an employee of the Company or Subsidiary at the time of grant.

      4.2 DIRECTORS AWARDS. [Intentionally Omitted]

SECTION 5. STOCK OPTIONS.

      5.1 GRANT AND EXERCISE. Stock Options granted under the Plan may be of two
types:  (i) Incentive Stock Options and (ii)  Non-Qualified  Stock Options.  Any
Stock Option granted under the Plan shall contain such terms,  not  inconsistent
with this Plan,  or with respect to Incentive  Stock  Options,  the Code, as the
Committee may from time to time approve.  The Committee shall have the authority
to grant Incentive Stock Options,  Non-Qualified Stock Options, or both types of
Stock  Options and may be granted  alone or in addition to other awards  granted
under the Plan.  To the extent that any Stock  Option  intended to qualify as an
Incentive  Stock  Option does not so  qualify,  it shall  constitute  a separate
Non-Qualified Stock Option. An Incentive Stock Option may only be granted within
the ten year period commencing from the Effective Date and may only be exercised
within ten years of the date of grant (or five years in the case of an Incentive
Stock Option granted to optionee (10%  Stockholder")  who, at the time of grant,
owns Stock  possessing  more than 10% of the total combined  voting power of all
classes of stock of the Company or a Parent or Subsidiary.

      5.2 TERMS AND  CONDITIONS.  Stock Options  granted under the Plan shall be
subject to the following terms and conditions:

            (a)  EXERCISE   PRICE.   The  exercise  price  per  share  of  Stock
purchasable  under a Stock Option shall be  determined  by the  Committee at the
time of grant and may be less than 100% of the Fair Market Value of the Stock as
defined above  provided,  however,  that (i) the exercise  price of an Incentive
Stock  Option  shall not be less than 100% of the Fair Market Value of the Stock
(110%,  in the  case of 10%  Stockholder);  and  (ii)  the  exercise  price of a
Non-Qualified  Stock  Option shall not be less than 85% of the Fair Market Value
of the Stock as defined above.

            (b) OPTION TERM. Subject to the limitations in Section 5.1, the term
of each Stock Option shall be fixed by the Committee.

            (c) EXERCISABILITY.  Stock Options shall be exercisable at such time
or times and subject to such terms and  conditions as shall be determined by the
Committee.  If the Committee provides, in its discretion,  that any Stock Option

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is  exercisable  only in  installments,  i.e.,  that it  vests  over  time,  the
Committee may waive such installment exercise provisions at any time at or after
the time of grant in whole or in part,  based upon such factors as the Committee
shall determine.

            (d) METHOD OF EXERCISE.  Subject to whatever  installment,  exercise
and waiting period provisions are applicable in a particular case, Stock Options
may be  exercised in whole or in part at any time during the term of the Option,
by giving  written  notice of exercise to the Company  specifying  the number of
shares of Stock to be purchased.  Such notice shall be accompanied by payment in
full of the purchase price, which shall be in cash or, unless otherwise provided
in the  Agreement,  in shares  of Stock  (including  Restricted  Stock and other
contingent  awards under this Plan) or, partly in cash and partly in such Stock,
or such other means  which the  Committee  determines  are  consistent  with the
Plan's  purpose  and  applicable  law.  Cash  payments  shall  be made by  wire,
transfer, certified or bank check or personal check, in each case payable to the
order of the Company; provided,  however, that the Company shall not be required
to deliver  certificates  for shares of Stock with respect to which an Option is
exercised  until the Company  has  confirmed  the receipt of good and  available
funds in payment of the purchase  price  thereof.  Payments in the form of Stock
shall be valued at the Fair  Market  Value of a share of Stock on the date prior
to the date of  exercise.  Such  payments  shall be made by  delivery  of' stock
certificates  in negotiable  form which are effective to transfer good and valid
title thereto to the Company, free of any liens or encumbrances.  Subject to the
terms of the  Agreement,  the  Committee  may,  in its sole  discretion,  at the
request of the Holder, deliver upon the exercise of a Non-Qualified Stock Option
a  combination  of shares of Deferred  Stock and Common  Stock;  provided  that,
notwithstanding  the  provisions of Section 8 of the Plan,  such Deferred  Stock
shall be fully vested and not subject to forfeiture. A Holder shall have none of
the rights of a  stockholder  with  respect to the shares  subject to the Option
until such shares  shall be  transferred  to the Holder upon the exercise of the
Option.

            (e)  TRANSFERABILITY.  No Stock Option shall be  transferable by the
Holder  otherwise than by will or by the laws of descent and  distribution,  and
all Stock Options shall be exercisable,  during the Holder's  lifetime,  only by
the Holder.

            (f) TERMINATION BY REASON OF DEATH. If a Holder's  employment by the
Company or a Subsidiary  terminates by reason of death, any Stock Option held by
such Holder,  unless otherwise  determined by the Committee at the time of grant
and set forth in the  Agreement,  shall be fully  vested and may  thereafter  be
exercised  by the legal  representative  of the estate or by the  legatee of the
Holder  under the will of the  Holder,  for a period of one year (or such  other
greater or lesser period as the Committee may specify at grant) from the date of
such  death or until the  expiration  of the stated  term of such Stock  Option,
which ever period is the shorter.

            (g) TERMINATION BY REASON OF DISABILITY. If a Holder's employment by
the Company or any  Subsidiary  terminates  by reason of  Disability,  any Stock
Option held by such Holder,  unless otherwise determined by the Committee at the
time of grant  and set forth in the  Agreement,  shall be fully  vested  and may
thereafter  be  exercised  by the Holder for a period of one year (or such other
greater or lesser period as the Committee may specify at the time of grant) from
the date of such termination of employment or until the expiration of the stated
term of such Stock Option, whichever period is the shorter.

            (h) OTHER  TERMINATION.  Subject to the  provisions  of Section 12.3
below and unless otherwise  determined by the Committee at the time of grant and
set forth in the  Agreement,  if a Holder is an  employee  of the  Company  or a

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Subsidiary at the time of grant and if such  Holder's  employment by the Company
or any Subsidiary terminates for any reason other than death or Disability,  the
Stock  Option  shall  thereupon  automatically  terminate,  except  that  if the
Holder's  employment is terminated by the Company or a Subsidiary  without cause
or due to Normal  Retirement,  then the portion of such Stock  Option  which has
vested on the date of  termination of employment may be exercised for the lesser
of three months after  termination  of  employment  or the balance of such Stock
Option's term.

            (i) ADDITIONAL INCENTIVE STOCK OPTION LIMITATION.  In the case of an
Incentive  Stock  Option,  the amount of  aggregate  Fair Market  Value of Stock
(determined at the time of grant of the Option) with respect to which  Incentive
Stock Options are exercisable for the first time by a Holder during any calendar
year  (under all such plans of the  Company  and its Parent and any  Subsidiary)
shall not exceed $100,000.

            (f) BUYOUT AND SETTLEMENT PROVISIONS.  The Committee may at any time
offer to buy out a Stock Option  previously  granted,  based upon such terms and
conditions as the Committee shall establish and communicate to the Holder at the
time that such offer is made.

            (k) STOCK  OPTION  AGREEMENT.  Each grant of a Stock Option shall be
confirmed  by, and shall be subject to the terms of, the  Agreement  executed by
the Company and the Holder.

      5.3 STOCK  RELOAD  OPTION.  The  Committee  may also  grant to the  Holder
(concurrently  with the grant of an  Incentive  Stock Option and at or after the
time of grant in the case of a Non-Incentive Stock Option) a Stock Reload Option
up to the  amount of shares of Stock  held by the Holder for at least six months
and used to pay all or part of the  exercise  price of an  Option  and,  if any,
withheld by the  Company as payment for  withholding  taxes.  Such Stock  Reload
Option  shall have an exercise  price of the Fair Market Value as of the date of
the Stock Reload Option  grant.  Unless the Committee  determines  otherwise,  a
Stock Reload Option may be exercised commencing one year after it is granted and
shall expire on the date of  expiration of the Option to which the Reload Option
is related.

SECTION 6. STOCK APPRECIATION RIGHTS. [INTENTIONALLY OMITTED.]

SECTION 7. RESTRICTED STOCK.

      7.1 GRANT.  Shares of Restricted  Stock may be awarded  either alone or in
addition to other awards granted under the Plan. The Committee  shall  determine
the  eligible  persons  to  whom,  and the time or times  at  which,  grants  of
Restricted  Stock will be awarded the number of shares to be awarded,  the price
(if any) to be paid by the Holder,  the time or times  within  which such awards
may be subject to forfeiture (the  "Restriction  Period"),  the vesting schedule
and rights to  acceleration  thereof,  and all other terms and conditions of the
awards.

      7.2 TERMS AND CONDITIONS.  Each Restricted Stock award shall be subject to
the following terms and conditions:

            (a) CERTIFICATES. Restricted Stock, when issued, will be represented
by a stock  certificate or certificates  registered in the name of the Holder to
whom such  Restricted  Stock  shall have been  awarded.  During the  Restriction
Period,  certificates  representing  the  Restricted  Stock  and any  securities
constituting  Retained  Distributions  (as defined below) shall bear a legend to
the  effect  that  ownership  of  the   Restricted   Stock  (and  such  Retained
Distributions), and the enjoyment of all rights appurtenant thereto, are subject

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to the  restrictions,  terms  and  conditions  provided  in  the  Plan  and  the
Agreement.  Such certificates shall be deposited by the Holder with the Company,
together with stock powers or other instruments of assignment,  each endorsed in
blank,  which will  permit  transfer to the Company of all or any portion of the
Restricted Stock and any securities  constituting  Retained  Distributions  that
shall be forfeited or that shall not become vested in  accordance  with the Plan
and the Agreement.

            (b) RIGHTS OF HOLDER.  Restricted Stock shall constitute  issued and
outstanding shares of Common Stock for all corporate  purposes.  The Holder will
have the right to vote such Restricted  Stock, to receive and retain all regular
cash dividends and other cash equivalent  distributions  as the Board may in its
sole discretion  designate,  pay or distribute on such  Restricted  Stock and to
exercise all other  rights,  powers and  privileges  of a holder of Common Stock
with respect to such Restricted  Stock,  with the exceptions that (i) the Holder
will not be  entitled  to  delivery  of the stock  certificate  or  certificates
representing  such  Restricted  Stock until the  Restriction  Period  shall have
expired and unless all other  vesting  requirements  with respect  thereto shall
have  been  fulfilled;  (ii)  the  Company  will  retain  custody  of the  stock
certificate  or  certificates  representing  the  Restricted  Stock  during  the
Restriction  Period;  (iii) other than  regular  cash  dividends  and other cash
equivalent  distributions as the Board may in its sole discretion designate, pay
or distribute,  the Company will retain custody of all distributions  ("Retained
Distribution")  made or declared with respect to the Restricted  Stock (and such
Retained  Distributions  will be  subject  to the same  restrictions,  terms and
conditions as are applicable to the Restricted  Stock) until such time, if ever,
as the Restricted Stock with respect to which such Retained  Distributions shall
have been made,  paid or declared  shall have become  vested and with respect to
which the  Restriction  Period shall have  expired;  (iv) a breach of any of the
restrictions,  terms or  conditions  contained in this Plan or the  Agreement or
otherwise  established by the Committee with respect to any Restricted  Stock or
Retained  Distributions will cause a forfeiture of such Restricted Stock and any
Retained Distributions with respect thereto.

            (c) VESTING;  FORFEITURE.  Upon the  expiration  of the  Restriction
Period with respect to each award of Restricted  Stock and the  satisfaction  of
any other applicable restrictions,  terms and conditions (i) all or part of such
Restricted  Stock  shall  become  vested  in  accordance  with the  terms of the
Agreement,  and (ii) any Retained  Distributions with respect to such Restricted
Stock  shall  become  vested to the extent  that the  Restricted  Stock  related
thereto  shall  have  become  vested.  Any such  Restricted  Stock and  Retained
Distributions  that do not vest shall be forfeited to the Company and the Holder
shall not thereafter have any rights with respect to such  Restricted  Stock and
Retained Distributions that shall have been so forfeited.

SECTION 8. DEFERRED STOCK.

      8.1 GRANT.  Shares of  Deferred  Stock may be awarded  either  alone or in
addition to other awards granted under the Plan. The Committee  shall  determine
the  eligible  persons to whom and the time or times at which grants of Deferred
Stock shall be awarded,  the number of shares of Deferred Stock to be awarded to
any person, the duration of the period (the "Deferral Period") during which, and
the conditions under which receipt of the shares will be deferred, and all other
terms and conditions of the awards.

      8.2 TERMS AND  CONDITIONS.  Each Deferred  Stock award shall be subject to
the following terms and conditions:

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            (a)  CERTIFICATES.  At the expiration of the Deferral Period (or the
Additional   Deferral  Period  referred  to  in  Section  8.2(c)  below,   where
applicable),  share  certificates shall be delivered to the Holder, or his legal
representative,  representing  the  number  equal to the  shares  covered by the
Deferred Stock award.

            (b) VESTING;  FORFEITURE. Upon the expiration of the Deferral Period
(or the Additional Deferral Period, where applicable) with respect to each award
of Deferred  Stock and the  satisfaction  of any other  applicable  limitations,
terms or conditions,  such Deferred Stock shall become vested in accordance with
the terms of the  Agreement.  Any  Deferred  Stock  that does not vest  shall be
forfeited  to the Company and the Holder  shall not  thereafter  have any rights
with respect to such Deferred Stock that has been so forfeited.

            (c)  ADDITIONAL  DEFERRAL  PERIOD.  A Holder may request to, and the
Committee may at any time,  defer the receipt of an award (or an  installment of
an award) for an  additional  Specified  period or until a specified  event (the
"Additional  Deferral  Period").  Subject  to  any  exceptions  adopted  by  the
Committee,  such  request  must  generally  be made at least  one year  prior to
expiration  of the  Deferral  Period  for such  Deferred  Stock  award  (or such
installment).

SECTION 9. OTHER STOCK-BASED AWARDS.

      9.1 GRANT AND EXERCISE.  Other Stock-Based Awards may be awarded,  subject
to limitations  under applicable law, that are denominated or payable in, valued
in whole or in part by  reference  to, or  otherwise  based on, or  related  to,
shares of Common Stock,  as deemed by the  Committee to be  consistent  with the
purposes of the Plan including,  without limitation,  purchase rights, shares of
Common Stock awarded which are not subject to any  restrictions  or  conditions,
convertible or exchangeable debentures,  or other rights convertible into shares
of Common Stock and awards  valued by reference to the value of securities of or
the  performance  of specified  Subsidiaries.  Other  Stock-Based  Awards may be
awarded  either alone or in addition to or in tandem with any other awards under
this Plan or any other plan of the Company.

      9.2  ELIGIBILITY.  The Committee shall  determine the eligible  persons to
whom and the time or times at which  grants of such  awards  shall be made,  the
number of shares of Common Stock to be awarded pursuant to such awards,  and all
other terms and conditions of the awards.

      9.3 TERMS AND CONDITIONS. Each Other Stock-Based Award shall be subject to
such terms and conditions as may be determined by the Committee.

SECTION 10. AMENDMENT AND TERMINATION.

      The Board may at any time, and from time to time, amend, alter, suspend or
discontinue  any of the  provisions of the Plan,  but no amendment,  alteration,
suspension  or  discontinuance  shall be made which would impair the rights of a
Holder  under any  Agreement  theretofore  entered into  hereunder,  without his
consent.

SECTION 11. TERM OF PLAN.

      11.1  EFFECTIVE  DATE.  The Plan shall be  effective  as of June 15,  1998
("Effective  Date").  Any awards  granted  under the Plan prior to such approval
shall be effective when made (unless otherwise specified by the Committee at the
time of grant),  but shall be conditioned upon, and subject to, such approval of
the Plan by the  Company's  stockholders  and no awards  shall vest or otherwise
become free of restrictions prior to such approval.

<PAGE>

      11.2 TERMINATION  DATE.  Unless  terminated by the Board,  this Plan shall
continue to remain  effective  until such time no further  awards may be granted
and all awards granted under the Plan are no longer outstanding. Notwithstanding
the foregoing, grants of Incentive Stock Options may only be made during the ten
year period following the Effective Date.

SECTION 12. GENERAL PROVISIONS.

      12.1  WRITTEN  AGREEMENTS.  Each  award  granted  under the Plan  shall be
confirmed by, and shall be subject to the terms of the Agreement executed by the
Company and the Holder.  The  Committee  may  terminate any award made under the
Plan if the  Agreement  relating  thereto is not  executed  and  returned to the
Company  within sixty (60) days after the  Agreement  has been  delivered to the
Holder for his or her execution.

      12.2  UNFUNDED  STATUS OF PLAN.  The Plan is  intended  to  constitute  an
"unfunded"  plan for  incentive and deferred  compensation.  With respect to any
payments not yet made to a Holder by the Company, nothing contained herein shall
give any such  Holder  any  rights  that are  greater  than  those of a  general
creditor of the Company.

      12.3 EMPLOYEES.

            (a)  ENGAGING  IN  COMPETITION  WITH THE  COMPANY.  In the  event an
employee  Holder  terminates his employment with the Company or a Subsidiary for
any  reason  whatsoever,  and within  one year  after the date  thereof  accepts
employment with any competitor of, or otherwise engages in competition with, the
Company, the Committee, in its sole discretion may require such Holder to return
to the Company the  economic  value of any award which was  realized or obtained
(measured  at the date of  exercise,  vesting or  payment) by such Holder at any
time during the period  beginning  on that date which is six months prior to the
date of such Holder's termination of employment with the Company.

            (b)  TERMINATION  FOR  CAUSE.  The  Committee  may,  in the event an
employee is  terminated  for cause,  annul any award  granted under this Plan to
such employee and, in such event,  the Committee,  in its sole  discretion,  may
require  such Holder to return to the Company  the  economic  value of any award
which was realized or obtained  (measured  at the date of  exercise,  vesting or
payment)  by such Holder at any time  during the period  beginning  on that date
which is six months prior to the date of such Holder's termination of employment
with the Company.

            (C) NO RIGHT OF EMPLOYMENT.  Nothing contained in the Plan or in any
award  hereunder  shall be deemed to confer upon any  employee of the Company or
any  Subsidiary  any  right to  continued  employment  with the  Company  or any
Subsidiary,  nor shall it  interfere in any way with the right of the Company or
any Subsidiary to terminate the employment of any of its employees at any time.

      12.4  INVESTMENT  REPRESENTATIONS.  The  Committee may require each person
acquiring  shares of Stock  pursuant to a Stock  Option or other award under the
Plan to  represent  to and agree with the Company in writing  that the Holder is
acquiring the shares for investment without a view to distribution thereof.

<PAGE>

      12.5  ADDITIONAL  INCENTIVE  ARRANGEMENTS.  Nothing  contained in the Plan
shall  prevent  the Board  from  adopting  such  other or  additional  incentive
arrangements  as it may deem  desirable,  including,  but not  limited  to,  the
granting of stock  options and the  awarding  of stock and cash  otherwise  than
under the Plan;  and such  arrangements  may be either  generally  applicable or
applicable only in specific cases.

      12.6  WITHHOLDING  TAXES.  Not  later  than the date as of which an amount
first becomes  includable  in the gross income of the Holder for Federal  income
tax  purposes  with  respect to any Option or other  award  under the Plan,  the
Holder  shall  pay to the  Company,  or make  arrangements  satisfactory  to the
Committee  regarding  the payment of, any Federal,  state and local taxes of any
kind  required  by law to be withheld or paid with  respect to such  amount.  If
permitted  by the  Committee,  tax  withholding  or payment  obligations  may be
settled with Common Stock, including Common Stock that is part of the award that
gives rise to the withholding requirement.  The obligations of the Company under
the Plan shall be conditional upon such payment or arrangements  satisfactory to
the Company and the Company or the Holder's employer (if not the Company) 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  Holder  from  the  Company  or any
Subsidiary.

      12.7  GOVERNING  LAW.  The Plan and all  awards  made  and  actions  taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Delaware (without regard to choice of law provisions).

      12.8 OTHER  BENEFIT  PLANS.  Any award granted under the Plan shall not be
deemed compensation for purposes of computing benefits under any retirement plan
of the Company or any  Subsidiary  and shall not affect any  benefits  under any
other benefit plan no or subsequently in effect under which the  availability or
amount of benefits is related to the level of compensation  (unless  required by
specific reference in any such other plan to awards under this plan).

      12.9  NON-TRANSFERABILITY.  Except as otherwise  expressly provided in the
Plan,  no right or  benefit  under the Plan may be  alienated,  sold,  assigned,
hypothecated, pledged, exchanged, transferred,  encumbranced or charged, and any
attempt to alienate,  sell, assign,  hypothecate,  pledge,  exchange,  transfer,
encumber or charge the same shall be void.

      12.10  APPLICABLE LAWS. The obligations of the Company with respect to all
Stock  Options and awards under the Plan shall be subject to (i) all  applicable
laws, rules and regulations and such approvals by any  governmental  agencies as
may  be  required,   including,  without  limitation,  the  effectiveness  of  a
registration  statement  under the Securities Act of 1933, as amended (the "1933
Act"),  and (ii) the rules and  regulations of any securities  exchange on which
the Stock may be listed.

      12.11  CONFLICTS.  If any of the terms or  provisions of the Plan conflict
with the requirements of (with respect to Incentive Stock Options),  Section 422
of the Code,  then such terms or provisions  shall be deemed  inoperative to the
extent they so conflict with the  requirements  of said Section 422 of the Code.
Additionally,  if this  Plan  does not  contain  any  provision  required  to be
included herein under Section 422 of the Code, such provision shall be deemed to
be  incorporated  herein with the same force and effect as if such provision had
been set out at length herein.

<PAGE>

      12.12  NON-REGISTERED  STOCK. The shares of Stock being  distributed under
this Plan have not been registered  under the 1933 Act, or any applicable  state
or foreign  securities  laws and the Company has no  obligation to any Holder to
register  the  Stock or to assist  Holder in  obtaining  an  exemption  from the
various registration requirements, or to list the Stock on a national securities
exchange or inter-dealer quotation system.