EXHIBIT 10.48


                           VION PHARMACEUTICALS, INC.
             2003 STOCK OPTION PLAN, AS AMENDED (THROUGH JUNE 2004)


     1. Purpose. The purpose of the Vion Pharmaceuticals, Inc. 2003 Stock Option
Plan (the "Plan") is to establish a flexible vehicle through which Vion
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), can make (a)
discretionary grants of Options (as defined below) to purchase shares of the
Company's common stock, par value $0.01 (the "Common Stock") to members of the
Board of Directors of the Company (the "Board"), to officers and other employees
of the Company and its Affiliates (as defined below) and to consultants and
other independent contractors of the Company and its Affiliates, and (b)
automatic grants of Options to Non-Employee Directors (as defined below)
pursuant to Section 7, with a view toward promoting the long-term financial
success of the Company and enhancing stockholder value.

     2. Definitions. For purposes of the Plan, the following terms shall have
the following meanings:

         (a) "Affiliate" shall mean an entity that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Company.

         (b) "Cause" shall mean, unless otherwise determined by the Committee:
(i) in the case where there is no employment or consulting agreement between the
optionee and the Company or its Affiliates at the time of grant or where such an
agreement exists but does not define "cause" (or words of like import), the
optionee's dishonesty, fraud, insubordination, willful misconduct, refusal to
perform services, unsatisfactory performance of services or material breach of
any written agreement between the optionee and the Company or its Affiliates, or
(ii) in the case where there is an employment or consulting agreement between
the optionee and the Company or its Affiliates at the time of grant which
defines "cause" (or words of like import), the meaning ascribed to such term
under such agreement.

         (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (d) "Committee" shall mean the Compensation Committee of the Board or
such other committee or subcommittee, consisting of at least two (2) directors,
appointed by the Board from time to time to administer the Plan or, if no such
committee is appointed, the Board, provided, however, that the Board will serve
as the Committee with respect to discretionary awards made to any member of the
Board who is not an employee of the Company or its Affiliates.

         (e) "Detrimental Activities" shall mean any of the following, unless
authorized by the Company: (i) the rendering of services for any organization or
engaging directly or indirectly in any business which is or becomes competitive
with the Company or its Affiliates, or which organization or business, or the
rendering of services to such organization or



business, is or becomes otherwise prejudicial to or in conflict with the
interests of the Company or its Affiliates, (ii) the disclosure to anyone
outside the Company or its Affiliates or use in other than the Company's or its
Affiliates' business of any confidential information or material relating to the
business of the Company or its Affiliates, acquired by the optionee either
during or after employment or other service with the Company or its Affiliates,
(iii) the failure or refusal to disclose promptly and to assign to the Company
or its Affiliates all right, title and interest in any invention or idea,
patentable or not, made or conceived by the optionee during employment by or
other service with the Company or its Affiliates, relating in any manner to the
actual or anticipated business, research or development work of the Company or
its Affiliates or the failure or refusal to do anything reasonably necessary to
enable the Company or its Affiliates to secure a patent where appropriate in the
United States and in other countries, or (iv) any attempt directly or indirectly
to induce any employee of the Company or its Affiliates to be employed or
perform services elsewhere or any attempt directly or indirectly to solicit the
trade or business of any current or prospective customer, supplier or partner of
the Company or its Affiliates.

         (f) "Disability" shall mean, unless as otherwise determined by the
Committee or as provided in an employment or consulting agreement between the
Company or its Affiliates at the time of grant, the inability of an optionee to
perform the customary duties of his or her employment or other service for the
Company or its Affiliates by reason of a physical or mental illness or
incapacity which is expected to result in death or to be of indefinite duration.

         (g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         (h) "Fair Market Value" of a share of Common Stock of the Company as of
a specified date for the purposes of the Plan shall mean, unless otherwise
required by applicable law or determined by the Committee, the closing price of
a share of the Common Stock on the principal securities exchange on which such
shares are traded on the day immediately preceding the date as of which Fair
Market Value is being determined, or on the next preceding date on which such
shares are traded if no shares were traded on such immediately preceding day, or
if the shares are not traded on a securities exchange, Fair Market Value shall
be deemed to be the average of the high bid and low asked prices of the shares
in the over-the-counter market on the day immediately preceding the date as of
which Fair Market Value is being determined or on the next preceding date on
which such high bid and low asked prices were recorded. If the shares are not
publicly traded, Fair Market Value of a share of Common Stock shall be
determined in good faith by the Committee.

         (i) "Incentive Stock Option" shall mean an Option that is intended to
be an "incentive stock option" within the meaning of Section 422 of the Code.

         (j) "Non-Employee Director" shall mean a member of the Board who is not
an employee of the Company or its Affiliates or a "beneficial owner" (within the
meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, of five
percent (5%) or more of the issued and outstanding Common Stock.


         (k) "Non-Qualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.

         (l) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option granted pursuant to the Plan.

         (m) "Securities Act" shall mean the Securities Act of 1933, as amended.

         (n) "Subsidiary" shall mean any current or future "subsidiary
corporation" of the Company within the meaning of Section 424(f) of the Code.

         (o) "Ten Percent Stockholder" shall mean a person owning, at the time
of grant, stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Subsidiary.

     3. Administration.

         (a) Committee. The Plan shall be administered and interpreted by the
Committee.

         (b) Authority of Committee. Subject to the limitations of the Plan, the
Committee, acting in its sole and absolute discretion, shall have full power and
authority to: (i) select the persons to whom Options shall be granted, (ii)
grant Options to such persons and prescribe the terms and conditions of such
Options (including, but not limited to, the exercise and vesting conditions
applicable thereto), (iii) interpret and apply the provisions of the Plan and of
any agreement or other instrument evidencing an Option, (iv) carry out any
responsibility or duty specifically reserved to the Committee under the Plan,
and (v) make any and all determinations and interpretations and take such other
actions as may be necessary or desirable in order to carry out the provisions,
intent and purposes of the Plan. A majority of the members of the Committee
shall constitute a quorum. The Committee may act by the vote of a majority of
its members present at a meeting at which there is a quorum or by unanimous
written consent. The determinations of the Committee, including with regard to
questions of construction, interpretation and administration, shall be final,
binding and conclusive on all persons.

         (c) Indemnification. The Company shall indemnify and hold harmless each
member of the Committee and the Board and any employee of the Company who
provides assistance with the administration of the Plan from and against any
loss, cost, liability (including any sum paid in settlement of a claim with the
approval of the Board), damage and expense (including the advancement of
reasonable legal and other expenses incident thereto) arising out of or incurred
in connection with the Plan, unless and except to the extent attributable to
such person's fraud or willful misconduct.

     4. Eligibility. Options may be granted under the Plan to any member of the
Board (whether or not an employee of the Company or its Affiliates), to any
officer or other employee of the Company or its Affiliates and to any consultant
or other independent contractor who performs or will perform services for the
Company or its Affiliates. Notwithstanding the foregoing, Incentive Stock
Options may only be granted to persons who are employed by the Company or a



Subsidiary at the time of grant. In addition, Non-Employee Directors shall
receive automatic grants of Options pursuant to Section 7.

     5. Available Shares. Subject to adjustment as provided in Section 12, (a)
the maximum number of shares of Common Stock that may be issued under the Plan
shall not exceed 2,000,000 shares, and (b) the maximum number of shares of
Common Stock with respect to which Options may be granted to any employee of the
Company or its Affiliates in any calendar year shall not be more than 750,000.
Shares of Common Stock available for issuance under the Plan may be either
authorized and unissued or held by the Company in its treasury. New Options may
be granted under the Plan with respect to shares of Common Stock which are
covered by the unexercised portion of an Option which has terminated or expired,
by cancellation or otherwise. No fractional shares of Common Stock may be issued
under the Plan.

     6. Discretionary Stock Options.

         (a) Type of Options. Subject to the provisions hereof, the Committee
may grant Incentive Stock Options and Non-Qualified Stock Options to eligible
personnel upon such terms and conditions as the Committee deems appropriate.

         (b) Option Term. Unless sooner terminated, all Options shall expire not
more than ten (10) years after the date the Option is granted (or, in the case
of an Incentive Stock Option granted to a Ten Percent Stockholder, not more than
five (5) years).

         (c) Exercise Price. The exercise price per share of Common Stock
covered by an Option may not be less than the Fair Market Value of a share of
Common Stock on the date the Option is granted (or, in case of an Incentive
Stock Option granted to a Ten Percent Stockholder, one hundred ten percent
(110%) of the Fair Market Value of a share of Common Stock on the date the
Option is granted).

         (d) Exercise of Options. The Committee may establish such vesting and
other conditions and restrictions on the exercise of an Option and/or upon the
issuance of Common Stock in connection with the exercise of an Option as it
deems appropriate. All or part of the exercisable portion of an Option may be
exercised at any time during the Option term.

         (e) Payment of Exercise Price. An Option may be exercised by
transmitting to the Company: (i) a written notice specifying the number of
shares to be purchased, and (ii) payment of the exercise price, together with
the amount, if any, necessary to enable the Company to satisfy its tax
withholding obligations with respect to such exercise. The Committee may
establish such rules and procedures as it deems appropriate for the exercise of
Options. The exercise price of an Option may be paid in cash, certified or bank
check and/or such other form of payment as may be approved by the Committee and
permitted under applicable law from time to time, including, without limitation,
(i) with shares of Common Stock which, to the extent necessary to avoid adverse
accounting consequences to the Company, have been owned by the holder for at
least six (6) months (free and clear of any liens and encumbrances), or (ii)
pursuant to a "cashless" exercise procedure approved by the Committee and
permitted by law.


     7. Automatic Grants of Options to Non-Employee Directors.

         (a) Automatic Grants. Without further action by the Board (but subject
to adjustment as provided in Section 12),

                  (i) Initial Option Grant. Each individual who is initially
appointed or elected to the Board as a Non-Employee Director on or after the
Effective Date (as defined below) shall receive an automatic grant of an Option
to purchase Twenty Thousand (20,000) shares of Common Stock on the date that
such person is first elected or appointed as a director (an "Initial Director
Option"); and

                  (ii) Annual Option Grant. Each Non-Employee Director, other
than the Chairman of the Board, shall receive an automatic grant of an Option to
purchase Fifteen Thousand (15,000) shares of Common Stock on the day immediately
following the date of each Annual Meeting of Stockholders held subsequent to the
Effective Date, provided that such director did not receive an Initial Director
Option (under this Plan or any predecessor plan) during the one hundred eighty
(180) day period preceding such Annual Meeting of Stockholders. The Chairman of
the Board, if a Non-Employee Director, shall receive an automatic grant of an
Option to purchase Twenty Thousand (20,000) shares of Common Stock on the day
immediately following the date of each Annual Meeting of Stockholders held
subsequent to the Effective Date, provided that such director did not receive an
Initial Director Option (under this Plan or any predecessor plan) during the one
hundred eighty (180) day period preceding such Annual Meeting of Stockholders.

         (b) Terms of Director Options. The exercise price for each share
subject to an Option granted pursuant to this Section 7 (a "Director Option")
shall be equal to the Fair Market Value of the Common Stock on the date of grant
and, unless sooner terminated, each Director Option shall expire ten (10) years
after the date of grant. Each Director Option shall become fully exercisable on
the first anniversary of the date of grant, provided that the director remains
in continuous service on the Board through such date. Upon the termination of a
director's service on the Board: (i) that portion of a Director Option that is
not exercisable on the date of termination shall immediately terminate, and (ii)
that portion of a Director Option that is exercisable on the date of termination
shall remain exercisable during the one year period following the date of
termination or, if sooner, until the expiration of the stated term thereof and,
to the extent not exercised during such period, shall thereupon terminate.

     8. Non-Transferability. No Option shall be transferable by an optionee
other than upon the optionee's death to a beneficiary designated by the
optionee, or, if no designated beneficiary shall survive the optionee, pursuant
to the optionee's will or by the laws of descent and distribution. All Options
shall be exercisable during an optionee's lifetime only by the optionee. Any
attempt to transfer any Option shall be void, and no such Option shall in any
manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such Option, nor
shall it be subject to attachment or legal process for or against such person.
Notwithstanding the foregoing, the Committee may, in its sole discretion, permit
an optionee to transfer a Non-Qualified Stock Option, in whole or in part, to
such persons as are approved by the Committee time to time and subject to such
terms and conditions as the



Committee may determine from time to time, including, without limitation, such
terms and conditions as are necessary or desirable to comply with applicable
law.

     9. Effect of Termination of Employment or Other Service. Except as
otherwise provided herein or determined by the Committee, the following rules
shall apply with regard to Options held by an optionee, other than Director
Options, at the time of his or her termination of employment or other service
with the Company and its Affiliates:

         (a) Termination due to Death or Disability. If an optionee's employment
or other service terminates due to his or her death or Disability (or if the
optionee's employment or other service is terminated by reason of his or her
Disability and the optionee dies within one year of such termination of
employment or other service), then: (i) that portion of an Option that is not
exercisable on the date of termination shall immediately terminate, and (ii)
that portion of an Option that is exercisable on the date of termination shall
remain exercisable, to the extent exercisable on the date of termination, by the
optionee (or the optionee's designated beneficiary or representative) during the
one year period following the date of termination (or, during the one year
period after the later death of a disabled optionee) or, if sooner, until the
expiration of the stated term thereof and, to the extent not exercised during
such period, shall thereupon terminate.

         (b) Termination for Cause. If an optionee's employment or other service
is terminated by the Company or an Affiliate for Cause, then any Option held by
the optionee (whether or not then exercisable) shall immediately terminate and
cease to be exercisable.

         (c) Other Termination. If an optionee's employment or other service
terminates for any reason (other than due to death, Disability or Cause) or no
reason, then: (i) that portion of an Option held by the optionee that is not
exercisable on the date of termination shall immediately terminate, and (ii)
that portion of an Option that is exercisable on the date of termination shall
remain exercisable, to the extent exercisable on the date of termination, by the
optionee during the three (3) month period following the date of termination or,
if sooner, until the expiration of the stated term thereof and, to the extent
not exercised during such period, shall thereupon terminate.

     10. Effect of Non-Compliance or Detrimental Activities. Unless an Option
agreement specifies otherwise, the Committee may cancel, rescind, suspend,
withhold or otherwise limit or restrict any unexpired Option (other than a
Director Option) at any time if (a) the optionee is not in compliance with all
material provisions of the award agreement and the Plan, or (b) the optionee
engages in any Detrimental Activities. Upon exercise of an Option, if so
requested by the Company, the optionee shall certify in a manner acceptable to
the Company that he or she is in compliance with the terms and conditions of the
Plan and has not engaged in any Detrimental Activities.

     11. Limitation on Repricing of Options. Unless and except to the extent
otherwise approved by the stockholders of the Company, the "repricing" of
options granted under the Plan shall not be permitted. For this purpose,
"repricing" means: (1) amending the terms of an option after it is granted to
lower its exercise price, (2) any other action that is treated as a repricing
under generally accepted accounting principles, and (3) canceling an option at a
time when its



strike price is equal to or greater than the fair market value of the underlying
shares, in exchange for another option, restricted stock, or other equity;
provided, however, that a cancellation, exchange or other modification to an
option that occurs in connection with a merger, acquisition, spin-off or other
corporate transaction, including under Section 11 (relating to capital and other
corporate changes) will not be deemed a repricing. A cancellation and exchange
described in clause (3) of the preceding sentence will be considered a repricing
regardless of whether the option, restricted stock or other equity is delivered
simultaneously with the cancellation, regardless of whether it is treated as a
repricing under generally accepted accounting principles, and regardless of
whether it is voluntary on the part of the option holder.


     12. Capital Changes; Reorganization; Sale.

         (a) Adjustments upon Changes in Capitalization. The maximum number and
class of shares which may be issued under the Plan, the maximum number and class
of shares with respect to which an Option may be granted to any employee during
any calendar year, the number and class of shares to be subject to future awards
of Director Options and the number and class of shares and the exercise price
per share in effect under each outstanding Option (including Director Options)
shall all be adjusted proportionately for any increase or decrease in the number
of issued shares of Common Stock resulting from a split-up or consolidation of
shares or any like capital adjustment, or the payment of any stock dividend.

         (b) Acceleration of Vesting Upon Change of Control. If there is a
Change of Control (as defined in subsection (f) below) of the Company, then all
outstanding Options shall become fully exercisable whether or not the vesting
conditions, if any, set forth in the related option agreements have been
satisfied, and each optionee shall have the right to exercise his or her Options
prior to such Change of Control and for as long thereafter as the Option shall
remain in effect in accordance with its terms and the provisions hereof.

         (c) 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 the Company's voting securities immediately prior to the merger have
the same proportionate ownership of the Company's voting securities 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), 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 which case the Company shall (i) notify the optionees in writing
or electronically, at least fifteen (15) days prior to the consummation of the
transaction, that the Options shall become fully exercisable whether or not the
vesting conditions, if any, set forth in the related option agreements have been
satisfied for the period specified in the notice (but in any case not less than
fifteen (15) days from the date of such notice), or (ii) provide for payment to
each optionee of an amount in cash or other property equal to the difference
between the Fair Market Value of the shares of Common Stock



covered by his or her outstanding Options, whether or not the vesting
conditions, if any, set forth in the related option agreements have been
satisfied, reduced by the aggregate exercise price thereof. 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. To the extent provided in subsection (b) above, the converted
options shall be fully vested whether or not the vesting requirements set forth
in the option agreement have been satisfied.

         (d) Fractional Shares. In the event of any adjustment in the number of
shares covered by any Option pursuant to the provisions hereof, any fractional
shares resulting from such adjustment will be disregarded and each such Option
will cover only the number of full shares resulting from the adjustment.

         (e) Determination of Board to be Final. All adjustments under this
Section 12 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 Section 424(h) of the Code and so as not to cause
the optionee's Incentive Stock Option issued hereunder to fail to continue to
qualify as an Incentive Stock Option.

         (f) Change of Control Defined. For purposes hereof, a "Change of
Control" of the Company is deemed to occur if (i) there occurs (A) any
consolidation or merger in which the Company is not the continuing or surviving
entity or pursuant to which shares of the Common Stock would be converted into
cash, securities or other property, other than (x) a consolidation or merger of
the Company in which the holders of the Company's voting securities immediately
prior to the consolidation or merger have the same proportionate ownership of
voting securities of the surviving corporation immediately after the
consolidation or merger, or (y) a consolidation or merger which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (by being converted into voting securities of the
continuing or surviving entity) more than fifty percent (50%) of the combined
voting power of the voting securities of the surviving or continuing entity
immediately after such consolidation or merger and which would result in the
members of the Board immediately prior to such consolidation or merger
(including, for this purpose, any individuals whose election or nomination for
election was approved by a vote of at least two-thirds of such members),
constituting a majority of the board of directors (or equivalent governing body)
of the surviving or continuing entity immediately after such consolidation or
merger; or (B) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all the Company's
assets; (ii) the Company's stockholders approve any plan or proposal for the
liquidation or dissolution of the Company; (iii) any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act) shall become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
forty percent (40%) or more of the Company's voting securities other than
pursuant to a plan or arrangement entered into by such person and the Company;
or (iv) during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the entire Board shall cease for any reason
to constitute



a majority of the Board unless the election or nomination for election by the
Company's stockholders of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.

     13. Rights as a Stockholder. No shares of Common Stock shall be issued in
respect of the exercise of an Option until full payment therefor has been made,
and any applicable tax withholding obligation has been satisfied. The holder of
an Option shall have no rights as a stockholder with respect to any shares
covered by the Option until the date a stock certificate for such shares is
issued to the holder. No adjustments shall be made for dividend distributions or
other rights for which the record date is prior to the date such stock
certificate is issued.

     14. Tax Withholding. As a condition to the exercise of any Option or the
lapse of restrictions on any shares of Common Stock, or in connection with any
other event under the Plan that gives rise to a federal or other governmental
tax withholding obligation on the part of the Company or its Affiliates: (a) the
Company may deduct or withhold (or cause to be deducted or withheld) from any
payment or distribution to an optionee whether or not pursuant to the Plan, and
(b) the Company shall be entitled to require that the optionee remit cash to the
Company (through payroll deduction or otherwise), in each case in an amount
sufficient to satisfy such withholding obligation. If the event giving rise to
the withholding obligation involves a transfer of shares of Common Stock, then,
unless the applicable agreement provides otherwise, at the discretion of the
Committee, the optionee may satisfy the withholding obligation described under
this Section 14 by electing to have the Company withhold shares of Common Stock
(which withholding shall, to the extent necessary to avoid adverse accounting
consequences to the Company, be at a rate not in excess of the statutory minimum
rate) or by tendering previously-owned shares of Common Stock, in each case
having a Fair Market Value equal to the amount of tax to be withheld (or by any
other mechanism as may be required or appropriate to conform with local tax and
other rules).

     15. Amendment and Termination. The Board may amend or terminate the Plan at
any time, provided that no such action may adversely affect the rights of the
holder of any outstanding Option without his or her consent. Except as otherwise
provided in Section 12, any amendment which increases the maximum number of
shares of Common Stock that may be issued under the Plan (in the aggregate or on
an individual basis), modifies the class of employees eligible to receive
Options under the Plan or otherwise requires stockholder approval under
applicable law or stock exchange rules or requirements shall be subject to the
approval of the Company's stockholders. The Committee may amend the terms of any
agreement or certificate made or issued hereunder at any time and from time to
time provided that any amendment which would adversely affect the rights of the
holder may not be made without his or her consent.

     16. Term of the Plan. The Plan shall be effective on the date of its
adoption by the Board (the "Effective Date"), subject to the approval of the
Company's stockholders within twelve (12) months of such date. The Plan will
terminate on the tenth anniversary of the Effective Date, unless sooner
terminated by the Board. The rights of any person with respect to an Option
granted under the Plan that is outstanding at the time of the termination of the
Plan shall not be affected solely by reason of the termination of the Plan and
shall continue in



accordance with the terms of the Option (as then in effect or thereafter
amended) and the Plan.

         17. Miscellaneous.

         (a) Documentation. Each Option granted under the Plan shall be
evidenced by a written agreement or other written instrument the terms of which
shall be established by the Committee. To the extent not inconsistent with the
provisions of the Plan, the written agreement or other instrument evidencing an
Option shall govern the rights and obligations of the optionee (and any person
claiming through the optionee) with respect to the Option.

         (b) No Rights Conferred. Nothing contained herein shall be construed to
confer upon any individual any right to be retained in the employ or other
service of the Company or its Affiliates or to interfere with the right of the
Company or its Affiliates to terminate an optionee's employment or other service
at any time.

         (c) Governing Law. The Plan shall be governed by the laws of the State
of Delaware, without regard to its principles of conflicts of law.

         (d) Decisions and Determinations. All decisions or determinations made
by the Board and, except to the extent rights or powers under the Plan are
reserved specifically to the discretion of the Board, all decisions and
determinations of the Committee, shall be final, binding and conclusive.

         (e) Requirements of Law. The grant of Options and issuance of shares
under the Plan shall be subject to compliance with all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or national
securities exchanges as the Committee deems necessary or desirable.

         (f) Listing and Other Conditions. As long as the Common Stock is listed
on a national securities exchange or system sponsored by a national securities
association, the issue of any shares of Common Stock pursuant to an Option shall
be conditioned upon such shares being listed on such exchange or system. If at
any time counsel to the Company shall be of the opinion that any sale or
delivery of shares of Common Stock pursuant to an Option is or may in the
circumstances be unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act or otherwise with respect to shares of Common Stock or
Options, and the right to exercise any Option shall be suspended until, in the
opinion of said counsel, such sale or delivery shall be lawful or shall not
result in the imposition of excise taxes on the Company.