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                                                                   EXHIBIT 10.7


                               ICOS CORPORATION

                             1989 STOCK OPTION PLAN
                   AMENDED AND RESTATED AS OF JANUARY 8, 1997

SECTION 1.  PURPOSE

     The purpose of the ICOS Corporation 1989 Stock Option Plan (this "Plan") is
to provide a means whereby selected employees, officers, directors, agents,
consultants and independent contractors of ICOS Corporation (the "Company") or
of any parent or subsidiary (as defined in subsection 5.7 and referred to
hereinafter as "related corporations") thereof, may be granted incentive stock
options and/or nonqualified stock options to purchase the Common Stock (as
defined in Section 3) of the Company, in order to attract and retain the
services or advice of such employees, officers, agents, consultants and
independent contractors and to provide added incentive to them by encouraging
stock ownership in the Company.

SECTION 2.  ADMINISTRATION

     This Plan shall be administered by the Board of Directors of the Company
(the "Board") or a committee or committees (which term includes subcommittees)
appointed by, and consisting of two or more members of, the Board.  The
administrator of this Plan shall hereinafter be referred to as the "Plan
Administrator."  If and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Board shall consider, in selecting the Plan Administrator and the
membership of any committee acting as Plan Administrator of the Plan with
respect to any persons subject or likely to become subject to Section 16 under
the Exchange Act, the provisions regarding (a) "outside directors," as
contemplated by Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), and (b) "nonemployee directors," as contemplated by Rule 16b-3
under the Exchange Act.  The Board may delegate the responsibility for
administering this Plan with respect to designated classes of eligible
participants to different committees, subject to such limitations as the Board
deems appropriate.  Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time.

     2.1  PROCEDURES

     The Board shall designate one of the members of the Plan Administrator as
chairman. The Plan Administrator may hold meetings at such times and places as
it shall determine. The acts of a majority of the members of the Plan
Administrator

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present at meetings at which a quorum exists, or acts reduced to
or approved in writing by all Plan Administrator members, shall be valid acts of
the Plan Administrator.

     2.2  RESPONSIBILITIES

     Except for the terms and conditions explicitly set forth in this Plan, the
Plan Administrator shall have the authority, in its discretion, to determine all
matters relating to the options to be granted under this Plan, including
selection of the individuals to be granted options, the number of shares to be
subject to each option, the exercise price, and all other terms and conditions
of the options.  Grants under this Plan need not be identical in any respect,
even when made simultaneously.  The interpretation and construction by the Plan
Administrator of any terms or provisions of this Plan or any option issued
hereunder, or of any rule or regulation promulgated in connection herewith,
shall be conclusive and binding on all interested parties, so long as such
interpretation and construction with respect to incentive stock options
corresponds to the requirements of Section 422 of the Code, the regulations
thereunder, and any amendments thereto.

     2.3  SECTION 16(b) COMPLIANCE AND BIFURCATION OF PLAN

     Notwithstanding anything in this Plan to the contrary, the Board, in its
absolute discretion, may bifurcate this Plan so as to restrict, limit or
condition the use of any provision of this Plan to participants who are officers
and directors subject to Section 16(b) of the Exchange Act without so
restricting, limiting or conditioning this Plan with respect to other
participants.

SECTION 3.  STOCK SUBJECT TO THIS PLAN

     The stock subject to this Plan shall be the Company's Common Stock (the
"Common Stock") presently authorized but unissued or subsequently acquired by
the Company.  Subject to adjustment as provided in Section 7 hereof, the
aggregate amount of Common Stock to be delivered upon the exercise of all
options granted under this Plan shall not exceed 8,500,000 shares as such Common
Stock was constituted on the effective date of this Plan.  If any option granted
under this Plan shall expire, be surrendered, exchanged for another option,
canceled or terminated for any reason without having been exercised in full, the
unpurchased shares subject thereto shall thereupon again be available for
purposes of this Plan, including for replacement options which may be granted in
exchange for such surrendered, canceled or terminated options.

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SECTION 4.  ELIGIBILITY

     An incentive stock option may be granted only to any individual who, at the
time the option is granted, is an employee of the Company or any related
corporation.  A nonqualified stock option may be granted to any employee,
officer, director, agent, consultant or independent contractor of the Company or
any related corporation, whether an individual or an entity.  Any party to whom
an option is granted under this Plan shall be referred to hereinafter as an
"Optionee."

SECTION 5.  TERMS AND CONDITIONS OF OPTIONS

     Options granted under this Plan shall be evidenced by written agreements
which shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and which are not inconsistent with this
Plan.  Notwithstanding the foregoing, options shall include or incorporate by
reference the following terms and conditions:

     5.1  NUMBER OF SHARES AND PRICE

     The maximum number of shares that may be purchased pursuant to the exercise
of each option and the price per share at which such option is exercisable (the
"exercise price") shall be as established by the Plan Administrator.
Notwithstanding the foregoing, and subject to adjustment from time to time as
provided in Section 7 of this Plan, not more than an aggregate of 400,000 shares
of Common Stock may be subject to options granted under this Plan to any
Optionee in any one fiscal year of the Company; provided that an aggregate of
not more than 800,000 shares of Common Stock may be subject to options granted
under this Plan to any newly hired Optionee in any one fiscal year of the
Company, such limitations to be applied in a manner consistent with the
requirements of, and only to the extent required for compliance with, the
exclusion from the limitation on deductibility of compensation under Code
Section 162(m).

     The Plan Administrator shall act in good faith to establish the exercise
price which shall be not less than the fair market value per share of the Common
Stock at the time the option is granted with respect to incentive stock options
and not less than 85% of the fair market value per share of the Common Stock at
the time the option is granted with respect to nonqualified stock options;
provided that, with respect to incentive stock options granted to greater than
10% stockholders, the exercise price shall be as required by Section 6.

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     5.2  TERM AND MATURITY

     Subject to the restrictions contained in Section 6 with respect to granting
incentive stock options to greater than 10% stockholders, the term of each
incentive stock option shall be as established by the Plan Administrator and, if
not so established, shall be 10 years from the date it is granted but in no
event shall the term of any incentive stock option exceed 10 years.  The term of
each nonqualified stock option shall be as established by the Plan Administrator
and, if not so established, shall be 10 years from the date it is granted.  To
ensure that the Company or a related corporation will achieve the purpose and
receive the benefits contemplated in this Plan, any option granted to any
Optionee hereunder shall, unless the condition of this sentence is waived or
modified in the agreement evidencing the option or by resolution adopted by the
Plan Administrator, be exercisable according to the following schedule:
<TABLE>
<CAPTION>

            PERIOD OF OPTIONEE'S
           CONTINUOUS RELATIONSHIP
          WITH THE COMPANY OR RELATED
           CORPORATION FROM THE DATE      PORTION OF TOTAL OPTION
            THE OPTION IS GRANTED          WHICH IS EXERCISABLE
       --------------------------------   ------------------------
                <S>                        <C>
                after 1 month              1/48th
                each month thereafter      an additional 1/48th
                after 4 years              100%
</TABLE>

Unless the Plan Administrator (or the Company's Chief Executive Officer in the
case of optionees who are not subject to Section 16 of the Exchange Act)
determines otherwise, the vesting schedule of an option shall be adjusted
proportionately to the extent an Optionee's hours of employment or service are
reduced after the date of grant.

     5.3  EXERCISE

     Subject to the vesting schedule described in subsection 5.2 above, each
option may be exercised in whole or in part; provided, however, that no fewer
than 100 shares (or the remaining shares then purchasable under the option, if
less than 100 shares) may be purchased upon any exercise of option rights
hereunder and that only whole shares will be issued pursuant to the exercise of
any option.  During an Optionee's lifetime, any incentive stock options granted
under this Plan are personal to him or her and are exercisable solely by such
Optionee.  Options shall be exercised by delivery to the Company of notice of
the number of shares with respect to which the option is exercised, together
with payment of the exercise price.

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     5.4  PAYMENT OF EXERCISE PRICE

     Payment of the option exercise price shall be made in full at the time the
notice of exercise of the option is delivered to the Company and shall be in
cash, bank certified or cashier's check or personal check (unless at the time of
exercise the Plan Administrator in a particular case determines not to accept a
personal check) for the Common Stock being purchased.

     The Plan Administrator can determine at the time the option is granted for
incentive stock options, or at any time before exercise for nonqualified stock
options, that additional forms of payment will be permitted.  To the extent
permitted by applicable laws and regulations (including, but not limited to,
federal tax and securities laws and regulations and state corporate law), and
unless the Plan Administrator determines otherwise, an option may also be
exercised, either singly or in combination with one or more of the alternative
forms of payment authorized by this Section 5.4, by:

     (a) tendering (either actually or by attestation) shares of stock of the
Company held by an Optionee having a fair market value equal to the exercise
price, such fair market value to be determined in good faith by the Plan
Administrator; provided, however, that payment in stock held by an Optionee
shall not be made unless the stock shall have been owned by the Optionee for a
period of at least six months (or any shorter period necessary to avoid a charge
to the Company's earnings for financial accounting purposes); or

     (b) delivery of a properly executed exercise notice, together with
irrevocable instructions to a broker, all in accordance with the regulations of
the Federal Reserve Board, to promptly deliver to the Company the amount of sale
or loan proceeds to pay the exercise price and any federal, state or local
withholding tax obligations that may arise in connection with the exercise.

     5.5  WITHHOLDING TAX REQUIREMENT

     At its discretion, the Company may require an optionee receiving shares of
Common Stock to reimburse the Company for any taxes required by any government
to be withheld by the Company or otherwise deducted and paid with respect to an
option, and may withhold any distribution in whole or in part until the Company
is so reimbursed.  In lieu thereof, the Company shall have the right to withhold
from any cash or other amounts due or to become due from the Company to the
Optionee an amount equal to such taxes or retain and withhold a number of shares
having a market value not less than the amount of such taxes required to be
withheld by the Company

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to reimburse the Company for any such taxes and cancel (in whole or in part) any
such shares so withheld.

     5.6  TRANSFERABILITY OF OPTIONS

     Options granted under this Plan shall not be transferable, pledgable or
assignable other than (a) by will or the laws of descent and distribution or (b)
to the extent permitted by the Plan Administrator, in its sole discretion, and
by Section 422 of the Code, by gift or other transfer to either (i) any trust or
partnership in which the original option recipient or such person's spouse or
other immediate family member has a substantial beneficial interest or (ii) a
spouse or other immediate family member; provided that any option so assigned or
transferred shall be subject to all the same terms and conditions contained in
the instrument evidencing the award.  During an Optionee's lifetime, any options
granted under this Plan are personal to the Optionee and are exercisable solely
by the Optionee or a permitted assignee or transferee.  Notwithstanding the
foregoing, to the extent permitted by Section 422 of the Code, the Plan
Administrator may permit an Optionee, during the Optionee's lifetime, to
designate a person who may exercise an option after the Optionee's death by
giving written notice of such designation to the Company (such designation may
be changed from time to time by the Optionee by giving written notice to the
Company revoking any earlier designation and making a new designation).  Any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
option under this Plan or of any right or privilege conferred thereby, contrary
to the provisions of this Plan, or the sale or levy or any attachment or similar
process upon the rights and privileges conferred hereby, shall be null and void.

     5.7  TERMINATION OF RELATIONSHIP

     If the Optionee's relationship with the Company or any related corporation
ceases for any reason, then the portion of the Optionee's option that is not
exercisable at the time of such cessation shall terminate immediately upon such
cessation, unless the Plan Administrator determines otherwise.  If the
Optionee's relationship with the Company or any related corporation ceases for
any reason other than termination for cause, death or total disability, and
unless by its terms the option sooner terminates or expires, then the Optionee
may exercise, for a three-month period, that portion of the Optionee's option
which is exercisable at the time of such cessation, but the Optionee's option
shall terminate at the end of the three-month period following such cessation as
to all shares for which it has not theretofore been exercised, unless, in the
case of a nonqualified stock option, such provision is waived in the agreement
evidencing the option or by resolution adopted by the Plan Administrator within
90 days of such cessation.  If, in the case of an incentive stock option, an
Optionee's

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relationship with the Company or related corporation changes (i.e.,
from employee to nonemployee, such as a consultant), such change shall
constitute a termination of an Optionee's employment with the Company or related
corporation and the Optionee's incentive stock option shall terminate in
accordance with this subsection 5.7.

     If an Optionee is terminated for cause, any option granted hereunder shall
automatically terminate as of the first discovery by the Company of any reason
for termination for cause, and such Optionee shall thereupon have no right to
purchase any shares pursuant to such option.  "Termination for cause" shall mean
dismissal for dishonesty, conviction or confession of a crime punishable by law
(except minor violations), fraud, misconduct or disclosure of confidential
information.  If an Optionee's relationship with the Company or any related
corporation is suspended pending an investigation of whether or not the Optionee
shall be terminated for cause, all Optionee's rights under any option granted
hereunder likewise shall be suspended during the period of investigation.

     If an Optionee's relationship with the Company or any related corporation
ceases because of a total disability, the portion of Optionee's option that is
exercisable at the time of such cessation shall not terminate or, in the case of
an incentive stock option, cease to be treated as an incentive stock option
until the end of the 12 month period following such cessation (unless by its
terms it sooner terminates and expires).  As used in this Plan, the term "total
disability" refers to a mental or physical impairment of the Optionee which is
expected to result in death or which has lasted or is expected to last for a
continuous period of 12 months or more and which causes the Optionee to be
unable, in the opinion of the Company and two independent physicians, to perform
his or her duties for the Company and to be engaged in any substantial gainful
activity.  Total disability shall be deemed to have occurred on the first day
after the Company and the two independent physicians have furnished their
opinion of total disability to the Plan Administrator.

     For purposes of this subsection 5.7, a transfer of relationship between or
among the Company and/or any related corporation shall not be deemed to
constitute a cessation of relationship with the Company or any of its related
corporations.  For purposes of this subsection 5.7, with respect to incentive
stock options, employment shall be deemed to continue while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined by
the Plan Administrator).  The foregoing notwithstanding, employment shall not be
deemed to continue beyond the first 90 days of such leave, unless the Optionee's
re-employment rights are guaranteed by statute or by contract.

     As used herein, the term "related corporation," when referring to a
subsidiary corporation, shall mean any corporation (other than the Company) in,
at the time of

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the granting of the option, an unbroken chain of corporations
ending with the Company, if stock possessing 50% or more of the total combined
voting power of all classes of stock of each of the corporations other than the
Company is owned by one of the other corporations in such chain.  When referring
to a parent corporation, the term "related corporation" shall mean any
corporation in an unbroken chain of corporations ending with the Company if, at
the time of the granting of the option, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

     5.8  DEATH OF OPTIONEE

     If an Optionee dies while he or she has a relationship with the Company or
any related corporation or within the three month period (or 12 month period in
the case of totally disabled Optionees) following cessation of such
relationship, any option held by such Optionee to the extent that the Optionee
would have been entitled to exercise such option, may be exercised within one
year after his or her death by the personal representative of his or her estate
or by the person or persons to whom the Optionee's rights under the option shall
pass by will or by the applicable laws of descent and distribution.

     5.9  STATUS OF STOCKHOLDER

     Neither the Optionee nor any party to which the Optionee's rights and
privileges under the option may pass shall be, or have any of the rights or
privileges of, a stockholder of the Company with respect to any of the shares
issuable upon the exercise of any option granted under this Plan unless and
until such option has been exercised.

     5.10  CONTINUATION OF EMPLOYMENT

     Nothing in this Plan or in any option granted pursuant to this Plan shall
confer upon any Optionee any right to continue in the employ of the Company or
of a related corporation, or to interfere in any way with the right of the
Company or of any such related corporation to terminate his or her employment or
other relationship with the Company at any time.

     5.11  MODIFICATION AND AMENDMENT OF OPTION

     Subject to the requirements of Code Section 422 with respect to incentive
stock options and to the terms and conditions and within the limitations of this
Plan, the Plan Administrator may modify or amend outstanding options granted
under this Plan.

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The modification or amendment of an outstanding option shall not, without the
consent of the Optionee, impair or diminish any of his or her rights or any of
the obligations of the Company under such option. Except as otherwise provided
in this Plan, no outstanding option shall be terminated without the consent of
the Optionee. Unless the Optionee agrees otherwise, any changes or adjustments
made to outstanding incentive stock options granted under this Plan shall be
made in such a manner so as not to constitute a "modification" as defined in
Code Section 425(h) and so as not to cause any incentive stock option issued
hereunder to fail to continue to qualify as an incentive stock option as defined
in Code Section 422(b).

     5.12  LIMITATION ON VALUE FOR INCENTIVE STOCK OPTIONS

     As to all incentive stock options granted under the terms of this Plan, to
the extent that the aggregate fair market value (determined at the time the
incentive stock option is granted) of the stock with respect to which incentive
stock options are exercisable for the first time by the Optionee during any
calendar year (under this Plan and all other incentive stock option plans of the
Company, a related corporation or a predecessor corporation) exceeds $100,000,
such options shall be treated as nonqualified stock options to the extent
required by Section 422 of the Code.

     5.13  HOLDING PERIODS

     If an individual subject to Section 16 of the Exchange Act sells shares of
Common Stock obtained upon the exercise of any option granted under this Plan
within six (6) months after the date the option was granted, such sale may
result in short-swing profit recovery under Section 16(b) of the Exchange Act.

SECTION 6.  GREATER THAN 10% STOCKHOLDERS

     6.1  EXERCISE PRICE AND TERM OF INCENTIVE STOCK OPTIONS

     If incentive stock options are granted under this Plan to employees who own
more than 10% of the total combined voting power of all classes of stock of the
Company or any related corporation, the term of such incentive stock options
shall not exceed five years and the exercise price shall be not less than 110%
of the fair market value of the Common Stock at the time the incentive stock
option is granted.  This provision shall control notwithstanding any contrary
terms contained in an option agreement or any other document.

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     6.2  ATTRIBUTION RULE

     For purposes of subsection 6.1, in determining stock ownership, an employee
shall be deemed to own the stock owned, directly or indirectly, by or for his or
her brothers, sisters, spouse, ancestors and lineal descendants.  Stock owned,
directly or indirectly, by or for a corporation, partnership, estate or trust
shall be deemed to be owned proportionately by or for its stockholders, partners
or beneficiaries.  If an employee or a person related to the employee owns an
unexercised option or warrant to purchase stock of the Company, the stock
subject to that portion of the option or warrant which is unexercised shall not
be counted in determining stock ownership.  For purposes of this Section 6,
stock owned by an employee shall include all stock actually issued and
outstanding immediately before the grant of the incentive stock option to the
employee.

SECTION 7.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     The aggregate number and class of shares for which options may be granted
under this Plan, the number and class of shares covered by each outstanding
option and the exercise price per share thereof (but not the total price), and
the limitations set forth in Section 5.1, shall all be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock of
the Company resulting from a split-up or consolidation of shares or any like
capital adjustment, or the payment of any stock dividend.

     7.1  EFFECT OF LIQUIDATION, REORGANIZATION OR CHANGE IN CONTROL

          7.1.1  CASH, STOCK OR OTHER PROPERTY FOR STOCK

     Except as provided in subsection 7.1.2, upon a merger (other than a merger
of the Company in which the holders of Common Stock immediately prior to the
merger have the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere reincorporation
or the creation of a holding company) or liquidation of the Company, as a result
of which the stockholders of the Company receive cash, stock or other property
in exchange for or in connection with their shares of Common Stock, any option
granted hereunder shall terminate, but the Optionee shall have the right
immediately prior to any such merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation to exercise such Optionee's
option in whole or in part whether or not the vesting requirements set forth in
the option agreement have been satisfied.

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          7.1.2  CONVERSION OF OPTIONS ON STOCK FOR STOCK EXCHANGE

     If the stockholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their shares of Common Stock in
any transaction involving a merger (other than a merger of the Company in which
the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, separation
or reorganization (other than a mere reincorporation or the creation of a
holding company) (each a "Corporate Transaction"), all options granted hereunder
shall be converted into options to purchase shares of Exchange Stock unless the
Company and the corporation issuing the Exchange Stock, in their sole discretion
determine that any or all such options granted hereunder shall not be converted
into options to purchase shares of Exchange Stock but instead shall terminate in
accordance with the provisions of subsection 7.1.1.  The amount and price of
converted options shall be determined by adjusting the amount and price of the
options granted hereunder in the same proportion as used for determining the
number of shares of Exchange Stock the holders of the Common Stock receive in
such merger, consolidation, acquisition of property or stock, separation or
reorganization.  Each converted option shall, immediately following the
consummation of the Corporate Transaction, become fully vested and exercisable
in whole or in part whether or not the vesting requirements set forth in the
option agreement have been satisfied, except that such acceleration will not
occur if, in the opinion of the Company's outside accountants, such acceleration
would render unavailable "pooling of interests" accounting treatment for any
Corporate Transaction for which pooling of interests accounting treatment is
sought by the Company.

     Such options shall not so accelerate, however, if and to the extent that:
(i) such option is, in connection with the Corporate Transaction, either to be
assumed by the successor corporation or parent thereof or to be replaced with a
comparable option for the purchase of shares of the capital stock of the
successor corporation or its parent corporation or (ii) such option is to be
replaced with a cash incentive program of the successor corporation that
preserves the spread existing at the time of the Corporate Transaction and
provides for subsequent payout in accordance with the same vesting schedule
applicable to such option.  The determination of option comparability under
clause (i) above shall be made by the Plan Administrator, and its determination
shall be conclusive and binding.  All such options shall terminate and cease to
remain outstanding immediately following the consummation of the Corporate
Transaction, except to the extent assumed by the successor corporation or its
parent corporation.  Any such options that are assumed or replaced in the
Corporate Transaction and do not otherwise accelerate at that time shall be
accelerated in the event the Optionee's

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employment or services should subsequently terminate within two years following
such Corporate Transaction, unless such employment or services are terminated by
the successor corporation for cause (as defined in Section 5.7) or by the
Optionee voluntarily without good reason.

     Notwithstanding the foregoing, no incentive stock option shall become
exercisable pursuant to this Section 7.1 without the Optionee's consent, if the
result would be to cause such option not to be treated as an incentive stock
option (whether by reason of the annual limitation described in Section 5.12 of
this Plan or otherwise).

     Upon a merger of the Company in which the holders of Common Stock
immediately prior to the merger have the same proportionate ownership of common
stock in the surviving corporation immediately after the merger, a mere
reincorporation or the creation of a holding company, each option outstanding
under this Plan shall be assumed or an equivalent option shall be substituted by
the successor corporation or a parent or subsidiary of such corporation, and the
vesting schedule set forth in the instrument evidencing the option shall
continue to apply to such assumed or equivalent option.

     "Good reason" means the occurrence of any of the following events or
conditions:

          (a) the assignment to the Optionee of any duties materially
inconsistent with the Optionee's position, authority, duties or responsibilities
as in effect immediately prior thereto or any other action by the successor
corporation which results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated and
inadvertent action not taken in bad faith and which is remedied by the successor
corporation promptly after receipt of notice thereof given by the Optionee;

          (b) a reduction in the Optionee's annual base salary;

          (c) the successor corporation's requiring the Optionee (without the
Optionee's consent) to be based at any place outside a 35-mile radius of his or
her place of employment prior to a Corporate Transaction, except for reasonably
required travel on the successor corporation's business that is not materially
greater than such travel requirements prior to the Corporate Transaction;

          (d) the successor corporation's failure to provide the Optionee with
compensation and benefits at least equal in the aggregate (in terms of benefit
levels and/or reward opportunities) to those provided for under any employee
benefit plan, program or practice as in effect immediately prior to the
Corporate Transaction,

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except for changes in general welfare and benefit plans in a manner consistent
with similar plans applicable to the employees of the successor corporation and
its affiliates in general, which changes on the whole (after consideration of
any additional benefits provided after the consummation of the Corporate
Transaction) are not material decreases; or

          (e) any material breach by the successor corporation of its obligation
to Optionee under this Plan.

     7.2  FRACTIONAL SHARES

     In the event of any adjustment in the number of shares covered by any
option, any fractional shares resulting from such adjustment shall be
disregarded and each such option shall cover only the number of full shares
resulting from such adjustment.

     7.3  DETERMINATION OF BOARD TO BE FINAL

     All Section 7 adjustments shall be made by the Board, and its determination
as to what adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive.  Unless an Optionee agrees otherwise, any change or
adjustment to an incentive stock option shall be made in such a manner so as not
to constitute a "modification" as defined in Code Section 425(h) and so as not
to cause his or her incentive stock option issued hereunder to fail to continue
to qualify as an incentive stock option as defined in Code Section 422(b).

SECTION 8.  SECURITIES REGULATION

     Shares shall not be issued with respect to an option granted under this
Plan unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, any applicable state securities laws, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance, including the
availability of an exemption from registration for the issuance and sale of any
shares hereunder.  Inability of the Company to obtain from any regulatory body
having jurisdiction, the authority deemed by the Company's counsel to be
necessary for the lawful issuance and sale of any shares hereunder or the
unavailability of an exemption from registration for the issuance and sale of
any shares hereunder shall relieve the Company of any liability in respect of
the nonissuance or sale of such shares as to which such requisite authority
shall not have been obtained.

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     As a condition to the exercise of an option, the Company may require the
Optionee to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company,
such a representation is required by any relevant provision of the
aforementioned laws.  At the option of the Company, a stop-transfer order
against any shares of stock may be placed on the official stock books and
records of the Company, and a legend indicating that the stock may not be
pledged, sold or otherwise transferred unless an opinion of counsel is provided
(concurred in by counsel for the Company) stating that such transfer is not in
violation of any applicable law or regulation, may be stamped on stock
certificates in order to assure exemption from registration.  The Plan
Administrator may also require such other action or agreement by the Optionees
as may from time to time be necessary to comply with the federal and state
securities laws.  THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE
REGISTRATION OF THE OPTIONS OR STOCK HEREUNDER.

     Should any of the Company's capital stock of the same class as the stock
subject to options granted hereunder be listed on a national securities
exchange, all stock issued hereunder if not previously listed on such exchange
shall be authorized by that exchange for listing thereon prior to the issuance
thereof.

SECTION 9.  AMENDMENT AND TERMINATION

     9.1  BOARD ACTION

     The Board may at any time suspend, amend or terminate this Plan, provided
that except as set forth in Section 7 and to the extent required by any
applicable law or regulation, the approval of the holders of a majority of the
stock held by stockholders present in person or by proxy and entitled to vote on
the matter at a duly held stockholders' meeting is necessary within 12 months
after the adoption by the Board of any amendment which will:

     (a) increase the total number of shares which are to be reserved for the
issuance of options under this Plan;

     (b) modify the class of persons eligible to receive stock options under
this Plan; or

     (c) require stockholder approval under applicable law or regulation.

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<PAGE>

     9.2  AUTOMATIC TERMINATION

     Unless sooner terminated by the Board, this Plan shall terminate ten years
from the earlier of (a) the date on which this Plan is adopted by the Board or
(b) the date on which this Plan is approved by the stockholders of the Company.
No option may be granted after such termination or during any suspension of this
Plan.  The amendment or termination of this Plan shall not, without the consent
of the option holder, impair or diminish any rights or obligations under any
option theretofore granted under this Plan.

SECTION 10.  EFFECTIVENESS OF THIS PLAN

     This Plan shall become effective upon adoption by the Board so long as it
is approved by the holders of a majority of the Company's outstanding shares of
voting capital stock at any time within 12 months before or after the adoption
of this Plan.

     Adopted by the Board of Directors on December 11, 1989 and approved by the
stockholders on December 11, 1989.  Amended and restated by the Compensation
Committee and the Board of Directors on December 6, 1995 and approved by the
stockholders on May 8, 1996 with respect to amendments to Sections 3 and 5.1.
Amended and restated by the Board of Directors on January 8, 1997.

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