EXHIBIT 10.11


                               CYTOGEN CORPORATION

                              AMENDED AND RESTATED
                             1995 STOCK OPTION PLAN

                         (last amended as of June, 2002)


1.       Purpose; Effective Date.

     (a) The  purposes  of this Plan are to  further  the  interests  of Cytogen
Corporation  (the  "Company") and its  Subsidiaries by retaining the services of
persons now serving as officers and other employees, consultants and advisors of
the Company and its  Subsidiaries,  attracting  and  retaining  the  services of
persons  capable of serving as employees and  consultants of the Company and its
Subsidiaries  and providing  incentives  for such  employees and  consultants to
exert   maximum   efforts  to  promote  the  success  of  the  Company  and  its
Subsidiaries.

     (b) The  effective  date of this  Plan is March  28,  1995.  This Plan will
become  effective  on that date,  subject to approval of the Plan not later than
September  30, 1995 by a majority of the votes cast at a duly held  stockholders
meeting at which a quorum  representing  a majority  of all  outstanding  voting
stock is, either in person or by proxy,  present and voting on the Plan. Nothing
in this Plan  shall  affect  the  rights or  obligations  of  holders of options
granted under any other Company stock option plan.

2.       Definitions.

         Whenever used in this Plan, the following  terms will have the meanings
set forth in this paragraph:

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

         "Code" means the U.S. Internal Revenue Code of 1986, as amended.

         "Committee" means the committee described in paragraph 3.

         "Common  Stock" means the common stock,  par value $. 01 per share,  of
the Company.

         "Date of Grant" means with respect to any Option the date the Committee
approves  the grant of the Option or such later date as may be  specified by the
Committee as the date the option will become effective.

         "Eligible Consultant" means a consultant providing services to, and who
is not an employee of, the Company or any of its Subsidiaries.
<PAGE>

         "Employee"  means any  person  employed  by the  Company  or any of its
Subsidiaries (including, without limitation, a person employed by the Company or
any of its Subsidiaries who is also an officer or director of the Company or any
of its Subsidiaries).

         "Exercise  Price"  means with respect to any Option the price per share
which must be paid upon exercise of the Option.

         "Fair Market Value" means (i) if the Common Stock is traded in a market
in which actual  transactions are reported,  the mean of the high and low prices
at which the Common Stock is reported to have traded on the relevant date in all
markets  on which  trading in the Common  Stock is  reported,  or if there is no
reported sale of the Common Stock on the relevant  date, the mean of the highest
reported bid price and lowest  reported  asked price for the Common Stock on the
relevant date,  (ii) if the Common Stock is Publicly  Traded but only in markets
in which there is no reporting of actual  transactions,  the mean of the highest
reported bid price and the lowest  reported  asked price for the Common Stock on
the relevant  date,  or (iii) if the Common Stock is not  Publicly  Traded,  the
value of a share of Common  Stock as  determined  by the most  recent  valuation
prepared by an independent expert at the request of the Committee.

         "Incentive Stock Option" means any Option that at the time of the grant
qualifies and is  designated as an incentive  stock option within the meaning of
Section 422 of the Code.

         "Non-Employee   Director"  means  a  member  of  the  Board  who  is  a
"Non-Employee  Director"  within  the  meaning  of Rule  16b-3(b)(3)  under  the
Securities Exchange Act of 1934, as amended, or any successor provision.

         "Non-Qualified  Option" means any Option that is not an Incentive Stock
Option.

         "Option"  means any  Incentive  Stock  Option or  Non-Qualified  Option
granted under this Plan.

         "Option Agreement" means an agreement in such form as may be determined
by he  Committee,  executed  and  delivered  by the Company to the holder of any
Option with respect to that Option.

         "Outside  Director"  means a member  of the  Board who is not a current
employee of the Company (or a related  entity),  is not a former employee who is
receiving   compensation  for  prior  services  (other  than  benefits  under  a
tax-qualified  retirement  plan), was not an officer of the Company at any time,
and is not currently receiving remuneration,  either directly or indirectly,  in
any capacity  other than as a director.  An Outside  Director shall satisfy such
criteria as required under Section 162(m) of the Code.

         "Plan" means the Cytogen Corporation 1995 Stock Option Plan, as
amended.

         "Publicly  Traded" means,  with respect to any class of stock, that the
class of stock is required to be registered  under Section 12 of the  Securities
Exchange  Act of 1934,  as  amended,  or that  stock of that class has been sold
within the preceding 12 months in an underwritten public offering.

                                       2
<PAGE>

         "Subsidiary"  means any corporation  that, at the time in question is a
subsidiary  corporation  of the Company  within the meaning of section 424(f) of
the Code.

         "Ten  Percent  Shareholder"  means,  with  respect  to the grant of any
Option,  a person  who at the Date of  Grant  is the  beneficial  owner of stock
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the Company.

         "Termination of Service" means (a) the time when the  employee-employer
relationship between an Employee and the Company ceases to exist for any reason,
or (b) the time  when an  officer  who is not also an  Employee  ceases to be an
officer  of the  Company  for any  reason  or (c)  the  time  when  an  Eligible
Consultant  ceases to be such a consultant  for any reason,  including,  but not
limited to, a termination by resignation,  discharge, death, Total Disability or
retirement.  Any leave of absence  taken with the  consent of the  Company for a
period of not more than 90 days shall not be a  Termination  of  Service,  or if
longer,  so long as the  optionee's  right to  reemployment  with the Company is
guaranteed by statute or contract. If the period of leave exceeds 90 days and if
the  right to  reemployment  is not  guaranteed  by  statute  or  contract,  the
Termination of Service will be deemed to occur on the 91st day of the leave.

         "Total   Disability"   means  inability  of  an  Employee  or  Eligible
Consultant  to  engage  in any  substantial  gainful  activity  by  reason  of a
medically  determinable  physical or mental  impairment which can be expected to
result in death or which has lasted or can be expected to last for a  continuous
period of not less than 12 months.  All determinations as to the date and extent
of  disability  of an  Employee  or  Eligible  Consultant  will  be  made by the
Committee.

3.       Administration.

     (a) This Plan shall be administered by a Committee, which shall be composed
of not less than two Outside Directors who are also Non-Employee Directors.  The
Committee  may, from time to time,  adopt or rescind rules and  regulations  for
carrying out the  provisions  and purposes of this Plan.  Subject to the express
provisions  of this  Plan,  the  Committee  shall  have sole  authority,  in its
absolute discretion, to determine which Employees and Eligible Consultants shall
receive  Options,  the  time  when  Options  shall be  granted,  the  terms  and
provisions  of the  Options  (which  may  differ  from  one  another)  and to do
everything necessary or appropriate to administer this Plan, including,  without
limitation,  interpreting  the  provisions  of this  Plan and the  Options.  All
determinations  made by the Committee  with respect to this Plan and the Options
shall be final, binding and conclusive.

     (b) No member of the  Committee  shall be liable for any act or omission of
the Committee or any other member of the  Committee,  or for any act or omission
on his own part, in connection with the  administration  of this Plan, unless it
resulted from the member's own willful misconduct.

                                       3
<PAGE>

4. Persons Eligible to Receive Options.

     (a) Options may be granted  under this Plan only to persons who at the Date
of Grant either (i) are Employees or Eligible  Consultants of the Company or any
of its  Subsidiaries  or (ii)  have  agreed  to  become  Employees  or  Eligible
Consultants of the Company or any of its Subsidiaries,  and, in either case, are
determined  by the Committee to be of  substantial  importance to the Company or
any of its Subsidiaries.

     (b)  Options  granted  to persons  who are not yet  Employees  or  Eligible
Consultants  at the Date of Grant may not be  exercised  until the  optionee has
become an Employee  or Eligible  Consultant,  and shall  expire if the  optionee
fails to  commence  service as an Employee  or  Eligible  Consultant  within six
months (or such other period as the Committee may  determine)  after the Date of
Grant.

     (c)  Incentive  Stock  Options  may be  granted  only  to  persons  who are
Employees  at the Date of  Grant,  and only on such  terms  as are  provided  in
paragraphs 6, 7 and 8 hereof.

     (d) No Employee or Eligible Consultant to whom Options may be granted under
this Plan may be granted Options to purchase more than 200,000 shares in any one
calendar year.

5.       Stock Subject to the Plan.

     (a)  Subject to any  adjustment  as provided  in  paragraph  9, the maximum
number of shares of Common Stock as to which  Options may be granted  under this
Plan is 4,502,635  shares reduced by the number of outstanding  options  granted
under the Cytogen  Corporation 1989 Employee Stock Option Plan (the "1989 Plan")
that are exercised  after the effective date of this Plan. If any Option expires
or is cancelled or  surrendered  without being  exercised in full, the number of
shares as to which the Option is not exercised  will once again become shares as
to which  new  Options  may be  granted.  The  Common  Stock  which is issued on
exercise of Options may be authorized  but unissued  shares or shares which have
been issued and reacquired by the Company.

     (b) For  administrative  purposes  only, the Committee  shall  establish an
account  indicating the number of shares of Common Stock as to which Options may
then be granted under this Plan (the "Current  Account"),  and the Committee may
issue  Options  only with respect to the shares of Common  Stock  available  for
grant as set forth in the Current Account. The Current Account shall contain the
number of shares available for grant calculated as follows: (a) 4,502,635, minus
(b) the number of shares of Common Stock  subject to options  granted  under the
1989 Plan that are exercised  after the effective  date of this Plan,  minus (c)
the number of shares of Common  Stock  subject to  outstanding  options  granted
under the 1989 Plan and this Plan, plus (d) the number of shares of Common Stock
subject to outstanding options granted under the 1989 Plan and/or this Plan that
expire, are cancelled or surrendered without being exercised in full.


                                       4
<PAGE>

6.       Grants of Options.

     (a) Subject to paragraph 4(d), the Committee will have complete  discretion
to determine when, and to which Employees or Eligible  Consultants,  Options are
to be granted,  the number of shares of Common Stock to which Options granted to
each Employee or Eligible  Consultant,  will relate,  whether and to what extent
Options granted to an Employee or Eligible  Consultant,  will be Incentive Stock
Options or Non-Qualified  Options and, subject to the provisions of paragraphs 7
and 8, the Exercise Price and the term of each Option. The Committee may, in its
discretion at the time of granting the Option,  provide that the Exercise  Price
may be paid in cash,  by the  surrender of Common  Stock,  by a promissory  note
bearing an interest rate not less than the market rate of interest at such time,
or by other means; subject, however, to any requirements of applicable law which
may limit  the type or amount of such  non-cash  consideration.  If  payment  by
promissory note is permitted:  (i) the optionee shall be required to make a cash
payment upon exercise of the Option of not less than 20% of the Exercise  Price;
(ii) the note shall provide for full recourse  against the maker;  and (iii) the
note shall be payable in full prior to its stated  maturity upon the  optionee's
Termination of Service for any reason other than death or Total Disability.

     (b) Any Options which are not  designated  as Incentive  Stock Options when
they are granted will be Non-Qualified Options.

     (c)  Promptly  after the Date of Grant of each  Option,  the Company  shall
cause an Option  Agreement  to be executed  and  delivered  to the holder of the
Option.  The Option  Agreement shall clearly state whether the Option granted is
or is not an Incentive Stock Option.  Separate Option  Agreements  shall be used
for Incentive Stock Options and Non-Qualified Stock Options.

     (d) Except as otherwise  determined  by the  Committee,  and subject to the
requirements  of  applicable  law,  the entire  Exercise  Price  received by the
Company upon the exercise of an option shall  constitute  stated  capital to the
extent of the  aggregate  par value of the Common Stock issued upon  exercise of
the Option.

     (e) Any  Option  granted  under  this  Plan  prior  to the date the Plan is
approved by the Company's stockholders shall not be exercisable unless and until
the Plan is so approved.

7.       Option  Provisions.

     (a) Exercise Price. No  consideration  shall be payable by any optionee for
the grant of an Option.  Subject to the  provisions  of  paragraph  7(a)(i)  and
paragraph  8, the  Exercise  Price of each Option will be as  determined  by the
Committee.

               (i)  The   Committee   shall  not  grant  any  Option  (or  stock
          appreciation  right, if otherwise  permissible) with an exercise price
          that is less  than  100% of the Fair  Market  Value of the  underlying
          stock on the date of grant or reduce the exercise  price of any Option
          (or stock appreciation right, if otherwise  permissible) granted or to
          be granted under the Plan; and

                                       5
<PAGE>
               (ii) The Committee shall not: (1) cancel and re-grant  Options at
          a lower  exercise  price  (including  entering into any "6 month and 1
          day" cancellation and re-grant  scheme),  whether or not the cancelled
          Options are put back into the  available  pool for grant;  (2) replace
          underwater  Options with restricted stock in an exchange,  buy-back or
          other  scheme;  or (3) replace any Options  with new Options  having a
          lower exercise price or accelerated  vesting  schedule in an exchange,
          buy-back or other scheme.

     (b) Term.  The term of each Option will be as determined by the  Committee,
but in no event  will the term of an Option be  longer  than ten years  from the
Date of Grant, or five years in the case of an Incentive Stock Option granted to
a Ten Percent Shareholder.  Options may not be exercised before six months after
the Date of Grant.  Options will cease to be exercisable prior to the expiration
of their term under certain  circumstances  as provided in paragraphs 7(f), (g),
and (h).  Subject  to the  foregoing,  and to any  vesting  or other  conditions
imposed at the time it is  granted,  an Option may be  exercised  in whole or in
part at any time, or from time to time, during its term.

     (c) Manner of Exercise.  To exercise an Option,  the person  exercising the
Option must deliver to the Company, at its principal office:

               (i) a notice of  exercise,  which  states the extent to which the
          Option is being exercised;

               (ii) a certified or bank cashier's check in an amount,  or Common
          Stock with a Fair Market  Value,  equal to the  Exercise  Price of the
          Option  times the number of shares as to which it is being  exercised,
          or  consideration  in such  other form as may be  permitted  under the
          terms on which the Option is granted; and

               (iii)  a  certified  or  bank   cashier's   check  equal  to  any
          withholding  taxes the  Company  is  required  to pay  because  of the
          exercise of the Option.

          The Committee may permit an Employee,  as an alternative to making the
          payment  described  in clause  (iii),  to  authorize  the  Company  to
          withhold a sum equal to the withholding  taxes the Company is required
          to pay from the Employee's  salary and bonus payments over a period of
          not more than six months (or such  longer  period as the  Company  may
          approve).  The  date on  which  the  Company  receives  all the  items
          specified in this  subsection  will be the date on which the Option is
          exercised to the extent described in the notice of election.

     (d) Delivery of Stock  Certificates.  As promptly as  practicable  after an
Option is  exercised,  the Company will deliver to the person who  exercises the
Option certificates,  registered in that person's name,  representing the number
of shares of Common  Stock which were  purchased  by the exercise of the Option.
Each  certificate  may bear a legend to indicate,  if  applicable,  that (i) the
Common Stock  represented by the certificate  was issued in a transaction  which
was not registered under the Securities Act of 1933, as amended, and may only be
sold or  transferred in a transaction  which is registered  under that Act or is


                                       6
<PAGE>

exempt from the registration requirements of that Act, and (ii) the Common Stock
represented by the certificate is subject to the obligation of the holder to pay
any unpaid balance of the Exercise Price (whether  pursuant to a promissory note
or  otherwise),  and/or  that the  Common  Stock is  pledged  to secure  such an
obligation.

     (e)  Nontransferability  of Options.  During the  lifetime of the person to
whom an Option is issued, the Option may be exercised only by that person or his
or her guardian or legal representative.  An Option may not be assigned, pledged
or  hypothecated  in any way, will not be subject to execution,  and will not be
transferable otherwise than by will or the laws of descent and distribution. The
Company will not recognize any attempt to assign, transfer,  pledge, hypothecate
or otherwise  dispose of an Option  contrary to the  provisions of this Plan, or
any levy of any attachment or similar  process upon any Option,  and,  except as
expressly  stated in this Plan,  the Company  will not be required  to, and will
not,  issue  Common  Stock on exercise of an Option to anyone who claims to have
acquired that Option from the person to whom it was granted.

     (f)  Termination of Service of Holder of Option Other Than Because of Total
Disability or Death. If there is a Termination of Service of a person to whom an
Option has been  granted,  other than by reason of the  person's  death or Total
Disability,  each  Option  held by the person  may be  exercised  (if  otherwise
exercisable)  until  the  earlier  of (i)  the  end of  the  three-month  period
immediately  following  the  date  of  the  Termination  of  Service,  (ii)  the
expiration  of the term  specified in the Option,  or (iii) such earlier time as
may be determined by the Committee at the time of granting the Option.

     (g) Total  Disability  of Holder of Option.  If there is a  Termination  of
Service of a person to whom an Option  has been  granted by reason of his or her
Total Disability,  each Option held by the person may be exercised (if otherwise
exercisable) until the earlier of (i) the end of the one-year period immediately
following the date of the  Termination  of Service,  (ii) the  expiration of the
term specified in the Option, or (iii) such earlier time as may be determined by
the Committee at the time of granting the Option.

     (h) Death of Holder of Option.  If there is a  Termination  of Service of a
person to whom an Option has been  granted  by reason of his or her death,  or a
former  Employee or Eligible  Consultant  dies  following the date of his or her
Termination  of Service but at a time when an Option still would be  exercisable
by that person but for the death of the  person,  each Option held by the person
at the time of his or her death may be  exercised  by the  person or  persons to
whom the Option passed by will or by the laws of descent and  distribution  (but
by no other  persons)  until the earlier of (i) the end of the  one-year  period
immediately  following  the  date of  death  (or  such  other  period  as may be
determined  by the  Committee  at the time of  granting  the  Option),  (ii) the
expiration  of the term  specified  in the Option,  or (iii) if the death occurs
after the  Termination  of  Service,  the end of the  period in which the Option
could be exercised under paragraph 7(f) or (g).

8.       Special Provisions Relating to Incentive Stock Options.
         No  Incentive  Stock Option may be granted  after March 27,  2005.  The
Exercise  Price of an  Incentive  Stock Option will be not less than 100% of the
Fair Market  Value of the Common  Stock on the Date of Grant of the  Option.  An


                                       7
<PAGE>
Incentive  Stock  Option  may not be granted  to a person  who,  at the time the
Option is granted, is a Ten Percent  Shareholder,  unless (i) the Exercise Price
of the Option is at least 110% of the Fair Market  Value of the Common  Stock on
the Date of Grant and (ii) the Option by its terms is not exercisable  after the
expiration  of five  years  from  the  Date of  Grant.  To the  extent  that the
aggregate Fair Market Value (determined at the time an Incentive Stock Option is
granted) of the Common Stock with respect to which  Incentive  Stock Options are
first  exercisable by an Employee  during any calendar year (under this Plan and
any other incentive stock option plans of the Company)  exceeds  $100,000,  such
Options shall be treated as Non-Qualified Options.

9.       Recapitalization.

     (a) The  existence of  outstanding  Options shall not affect in any way the
right or power of the Company or its  stockholders  to make or authorize  any or
all  adjustments,  recapitalizations,  reorganizations  or other  changes in the
Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock  ahead of or  affecting  the Common  Stock or the rights  thereof,  or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business or any other corporate act or proceeding, whether
of a similar character or otherwise.  Unless otherwise  determined by the Board,
the  issue  by the  Company  of  shares  of stock of any  class,  or  securities
convertible  into  shares of stock of any class,  for cash or  property,  or for
labor or services  either  upon  direct  sale or upon the  exercise of rights or
warrants to subscribe therefor, or on conversion of shares or obligations of the
Company convertible into such shares or other securities,  shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number, class
or price of shares of Common Stock then subject to outstanding Options.

     (b) If as a result of any (i)  reorganization or liquidation of the Company
or (ii)  reclassification of the Company's capital stock, or (iii) consolidation
or merger of the Company  with or into  another  corporation,  or sale of all or
substantially  all the assets of the Company (a reorganization or liquidation of
the Company or  reclassification  of the Company's  capital stock,  or a merger,
consolidation  or  sale  of the  type  described  in  this  subsection  being  a
"Corporate  Transaction")  while an Option is  outstanding,  the  holders of the
Common  Stock become  entitled to receive  with  respect to their Common  Stock,
securities  or assets other than,  or in addition to, their Common  Stock,  upon
exercise of that Option the holder will receive what the holder would have owned
if the  holder  had  exercised  the  Option  immediately  before  the  Corporate
Transaction which occurred while the Option was outstanding and had not disposed
of  anything  the  holder  would  have  received  as a  result  of that  and all
subsequent Corporate Transactions.

10.      Rights of Option Holder.

     (a) The holder of an Option  will not have any rights as a  stockholder  by
reason of holding that Option.  Upon  exercise of an Option,  the holder will be
deemed to acquire the rights of a stockholder when, but not before, the issuance
of Common Stock as a result of the exercise is recorded in the stock  records of
the Company.


                                       8
<PAGE>

     (b)  Nothing in this Plan or in the grant of an Option will confer upon any
Employee  the  right  to  continue  in the  employment  of the  Company  or will
interfere with or restrict in any way the rights of the Company to discharge any
Employee at any time for any reason whatsoever,  with or without cause, nor will
it impose any obligation on the Employee to remain in the employ of the Company.


11.      Laws and Regulations.
         The  obligation  of the  Company to sell and  deliver  shares of Common
Stock on exercise of Options will be subject to the condition that legal counsel
for the Company be  satisfied  that the sale and  delivery  will not violate the
Securities  Act of 1933,  as amended,  or any other  applicable  laws,  rules or
regulations.

12. Withholding of Taxes.

     (a) In  addition  to the  requirement  in  paragraph  7(c) that in order to
exercise  an Option a person  must make a payment to the  Company  or  authorize
withholding in order to enable the Company to pay any withholding taxes due as a
result of the  exercise,  if a person who  exercised an  Incentive  Stock Option
disposes of shares of Common Stock acquired  through  exercise of that Incentive
Stock  Option  either  (i)  within  two  years  after  the  Date of Grant of the
Incentive  Stock Option or (ii) within one year after the issuance of the shares
on exercise of the Incentive  Stock  Option,  the person will notify the Company
promptly of the  occurrence of the event and, if the event was a disposition  of
Common  Stock  acquired on exercise of an  Incentive  Stock  Option,  the amount
realized upon the disposition.

     (b) If,  whether  because of a  disposition  of Common  Stock  acquired  on
exercise of an Incentive Stock Option, or otherwise,  the Company is required to
pay withholding  taxes to any Federal,  state or other taxing  authority and the
Employee  fails to  provide  the  Company  with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment of salary or
bonus to the  Employee  (which  will be in  addition  to any other  required  or
permitted  withholding),  until the Company has been  reimbursed  for the entire
withholding tax it was required to pay.

     (c) The  obligations  contained  in  this  paragraph  12  shall  bind  each
optionee,  and each optionee, by accepting and/or exercising an Option, shall be
deemed to agree to observe and comply with them.

13.      Reservation of Shares.
The Company will at all times keep  reserved for issuance on exercise of Options
a number of authorized  but unissued or reacquired  shares of Common Stock equal
to the maximum number of shares the Company may be required to issue on exercise
of outstanding  Options (assuming no subsequent  adjustments under paragraph 9).

14. Amendment of the Plan.
         The Board of Directors  may at any time and from time to time modify or
amend  this Plan in any  respect  effective  at any date the Board of  Directors
determines;  provided,  that  without the  approval of the  stockholders  of the
Company the Board of  Directors  may not, (i) except as provided in paragraph 9,

                                       9
<PAGE>

increase  the  maximum  number of shares of Common  Stock which may be issued on
exercise  of Options  granted  under this Plan;  (ii) change the  categories  of
persons  eligible to receive  Options;  (iii)  increase the  per-optionee  limit
specified in paragraph 4(d); or (iv) modify the provisions of paragraphs 7(a)(i)
or 7(a)(ii). No modification or amendment of this Plan will, without the consent
of the holder of an outstanding  Option,  adversely  affect the holder's  rights
under that Option.

15.      Interpretation
         The  Committee  shall have the power to interpret  the Plan and to make
and amend rules for putting it into effect and  administering it. It is intended
that the  Incentive  Stock  Options  granted  under  the Plan  shall  constitute
incentive  stock options within the meaning of section 422 of the Code, that the
Non-Qualified  Options shall  constitute  property subject to federal income tax
pursuant  to the  provisions  of  section 83 of the Code and that the Plan shall
qualify for the  exemption  available  under Rule 16b-3 (or any similar rule) of
the  Securities  and  Exchange   Commission.   It  is  also  intended  that  all
compensation  income  recognized  by  optionees as the result of the exercise of
Options or the disposition of Common Stock acquired on exercise of Options shall
be considered  performance-based  compensation  excludable  from such optionee's
"applicable employee remuneration" pursuant to section 162(m)(4)(C) of the Code.
The provisions of the Plan shall be interpreted  and applied insofar as possible
to carry out such intent.

16.      Termination of the Plan.
         This Plan shall  terminate on March 27, 2005 unless sooner  terminated.
The Board of Directors  may suspend or  terminate  this Plan at any time or from
time to time,  but no such  action may  adversely  affect the rights of a person
holding an outstanding Option.






                                       10