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                          DURA PHARMACEUTICALS, INC.
                            1992 STOCK OPTION PLAN

            EFFECTIVE DECEMBER 9, 1992; AS AMENDED JUNE 2, 1994; AS
                 AMENDED MAY 25, 1995; AS AMENDED MAY 29, 1996
             AS AMENDED JULY 1, 1996; AS AMENDED FEBRUARY 19, 1997
                         AS AMENDED FEBRUARY 19, 1998

                                  ARTICLE ONE
                              GENERAL PROVISIONS

I.   PURPOSE OF THE PLAN

     A.  IMPLEMENTATION.  This 1992 Stock Option Plan ("PLAN") is implemented 
as of December 9, 1992 ("EFFECTIVE DATE"), to enable Dura Pharmaceuticals, 
Inc. ("COMPANY") to grant options to the following eligible individuals 
("ELIGIBLE INDIVIDUALS") in order to attract them and to retain their 
services:  (a) key employees (including officers and directors) of the 
Company or its subsidiaries or any parent corporation who are primarily 
responsible for the management, growth and financial success of the Company 
or its subsidiaries, (b) non-employee members of the Board of Directors 
("BOARD") of the Company or any of its subsidiaries, and (c) consultants and 
independent contractors who perform valuable services for the Company or its 
subsidiaries.

     B.  SUCCESSOR PLAN.  This Plan is a successor to the Company Stock 
Option Plan that was adopted by the Board in 1983 ("1983 PLAN").  No further 
option grants (including, but not limited to automatic option grants) will be 
made under the 1983 Plan on and after the Effective Date of this Plan.  All 
options outstanding under the 1983 Plan on the Effective Date are hereby 
incorporated into this Plan and will be treated as outstanding options under 
this Plan.  Each outstanding option so incorporated will continue to be 
governed solely by the express terms and conditions of the instruments 
evidencing such grant.  No provision of this Plan will be deemed to affect or 
otherwise modify the rights or obligations of the holders of such 
incorporated options with respect to their acquisition of shares of the 
Company's Common Stock under the terms of the incorporated options.

II.  ADMINISTRATION OF THE PLAN

     A.  COMMITTEE.  The Plan will be administered by the Board of Directors 
or by a committee or committees appointed by the Board, and consisting of two 
or more members of the Board.  The Board may delegate the responsibility for 
administration of the Plan with respect to designated classes of optionees to 
different committees, subject to such limitations as the Board deems 
appropriate.  With respect to any matter, the term "COMMITTEE," when used in 
this Plan, will refer to the committee that has been delegated authority with 
respect to such matter.  Members of a committee will serve for such term as 
the Board may determine, and will be subject to removal by the Board at any 
time.

     B.  SECTION 16(b) COMMITTEE.  Notwithstanding any other provision of 
this Agreement, each grant of an option or other transaction between the 
Company and any Section 16 Insider shall be valid and enforceable only if 
approved by the Board of Directors or by a committee composed exclusively of 
two or more Non-Employee Directors.  For this purpose, a "Section 16 Insider" 
shall mean an officer or director of the Corporation subject to the 
short-swing profit liabilities of Section 16 of the 1934 Act, and a 
Non-Employee Director shall have the meaning set forth in Rule 16b-3(b)(3).

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     C.  AUTHORITY.  Any Committee will have full authority to administer the 
Plan within the scope of its delegated responsibilities, including authority 
to interpret and construe any relevant provision of the Plan, to adopt such 
rules and regulations as it may deem necessary, and to determine the terms of 
grants made under the Plan (which need not be identical).  Decisions of a 
Committee made within the discretion delegated to it by the Board will be 
final and binding on all persons.

III. STOCK SUBJECT TO THE PLAN

     A.  NUMBER OF SHARES.  Shares of the Company's Common Stock available 
for issuance under the Plan shall be drawn from either the Company's 
authorized but unissued shares of Common Stock or from reacquired shares of 
Common Stock, including shares repurchased by the Company on the open market. 
 The maximum number of shares of Common Stock that may be issued over the 
term of the Plan shall not exceed 8,307,360 shares, subject to adjustment 
from time to time in accordance with the provisions of this Section.  This 
authorized share reserve is comprised of (i) the number of shares remaining 
available for issuance under the 1983 Plan as of the Effective Date, 
including the shares subject to the outstanding options incorporated into 
this Plan and any other shares that would have been available for future 
option grant under the 1983 Plan, plus (ii) an additional 416,040 shares of 
Common Stock, plus (iii) an additional increase of 750,000 shares of Common 
Stock, plus (iv) an additional increase of 1,000,000 shares of Common Stock, 
plus (v) an additional increase of 1,500,000 shares of Common Stock, plus 
(vi) an additional increase of 1,600,000 shares of Common Stock, plus (vii) an 
additional increase of 1,000,000 shares of Common Stock. Accordingly, to the 
extent one or more outstanding options under the 1983 Plan that have been 
incorporated into this Plan are subsequently exercised, the number of shares 
issued with respect to each such option will reduce, on a share-for-share 
basis, the number of shares available for issuance under this Plan.

     B.  EXPIRED OPTIONS.  Should an outstanding option under this Plan 
(including any outstanding option under the 1983 Plan incorporated into this 
Plan) expire or terminate for any reason prior to exercise in full (including 
any option cancelled in accordance with the cancellation-regrant provisions 
of this Plan), the shares subject to the portion of the option not so 
exercised will be available for subsequent option grant under this Plan.  
Shares subject to any option or portion thereof cancelled in accordance with 
the stock appreciation (or limited stock appreciation) rights provisions of 
this Plan will NOT be available for subsequent option grant under the Plan.

     C.  ADJUSTMENTS.  If any change is made to the Common Stock issuable 
under the Plan (including Common Stock issuable under an Automatic Option 
Grant) by reason of any stock split, stock dividend, recapitalization, 
combination of shares, exchange of shares or other change affecting the 
outstanding Common Stock as a class without receipt of consideration, then 
appropriate adjustments will be made to (i) the number and/or class of shares 
issuable under the Plan, (ii) the number and/or class of shares and price per 
share in effect under each outstanding option under the Plan, and (iii) the 
number and/or class of shares and price per share in effect under each 
outstanding option incorporated into this Plan from the 1983 Plan.  The 
purpose of these adjustments will be to preclude the enlargement or dilution 
of rights and benefits under the options.


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                                  ARTICLE TWO
                          STANDARD OPTION PROVISIONS

I.   TERMS AND CONDITIONS OF OPTIONS

     A.  COMMITTEE DISCRETION.

         (1)  Except as provided under the Automatic Option Grant provisions 
of this Plan, the Committee will have full authority to determine which 
Eligible Individuals are to receive option grants under the Plan, the number 
of shares to be governed by each such grant, whether the option is to be an 
incentive stock option ("INCENTIVE OPTION") that satisfies the requirements 
of Section 422 of the Internal Revenue Code or a non-qualified option not 
intended to satisfy such requirements ("NON-QUALIFIED OPTION"), the time or 
times at which each such option is to become exercisable, and the maximum 
term for which the option is to remain outstanding.

         (2)  Notwithstanding any other provision of this Plan, no individual 
shall be granted options to acquire more than 400,000 shares in any fiscal 
year or 1,500,000 shares over the lifetime of the Plan.

     B.  TERM.  No option granted under the Plan will be exercisable after 
the expiration of 10 years from the date the option was granted. 

     C.  PRICE.  The exercise price per share shall be fixed by the Plan 
Administrator but shall not be less than 100% percent of the Fair Market 
Value per share of Common Stock on the option grant date, provided that the 
Plan Administrator may fix the exercise price at less than 100% if the 
optionee, at the time of the option grant, shall have made a payment to the 
Company (including payment made by means of an agreed salary reduction) equal 
to the excess of the Fair Market Value of the Common Stock on the option 
grant date over such exercise price.

     D.  EXERCISE AND PAYMENT.  After any option granted under the Plan 
becomes exercisable, it may be exercised by notice to the Company at any time 
prior to the termination of such option.  The option price will be payable in 
full in cash or check made payable to the Company; provided, however, that 
the Committee may, either at the time the option is granted or at the time it 
is exercised and subject to such limitations as it may determine, authorize 
payment of all or a portion of the option price in one or more of the 
following alternative forms:

         (1)  a promissory note authorized pursuant to Section IV of this 
Article; or

         (2)  full payment in shares of Common Stock valued as of the 
exercise date and held for the requisite period to avoid a charge to the 
Company's earnings; or

         (3)  full payment through a sale and remittance procedure under 
which the option holder delivers a properly executed exercise notice together 
with irrevocable instructions to a broker to promptly deliver to the Company 
the amount of sale proceeds to pay the option prices.

For purposes of Subparagraphs (1) and (3) immediately above, the Exercise 
Date shall be the date on which written notice of the exercise of the option 
is delivered to the Company.  In all other cases, the Exercise Date will be 
the date on which written notice and actual payment is received by the 
Company.


                                       -3-

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     The sale and remittance procedure authorized for the exercise of 
outstanding options under this Plan shall be available for all options 
granted under this Plan on or after the Effective Date and for all 
non-qualified options outstanding under the 1983 Plan and incorporated into 
this Plan.  The Plan Administrator may also allow such procedure to be 
utilized in connection with one or more disqualifying dispositions of 
Incentive Option shares effected after the Effective Date, whether such 
Incentive Options were granted under this Plan or the 1983 Stock Option Plan.

     E.  SHAREHOLDER RIGHTS.  An option holder will have no shareholder 
rights with respect to any shares covered by an option (including an 
Automatic Option Grant) prior to the Exercise Date of the option, as defined 
in the immediately preceding Paragraph and in the Automatic Option Grant 
provisions of Section II of Article Three of this Plan.

     F.  SEPARATION FROM SERVICE.  The Committee will determine whether 
options will continue to be exercisable, and the terms of such exercise, on 
and after the date that an optionee ceases to be employed by, or to provide 
services to, the Company or its subsidiaries PROVIDED, however, that in no 
event will an option be exercisable after the specified expiration date of 
the option term. The date of termination of an optionee's employment or 
services will be determined by the Committee, which determination will be 
final.

     G.  INCENTIVE OPTIONS.  Options granted under the Plan that are intended 
to be Incentive Options will be subject to the following additional terms:

         (1)  DOLLAR LIMITATION.  The aggregate fair market value (determined 
as of the respective date or dates of grant) of the Common Stock for which 
one or more options granted to any Employee after December 31, 1986 under 
this Plan (or any other option plan of the Company or its parent or 
subsidiary corporations) may for the first time become exercisable as 
incentive stock options under the Federal tax laws during any one calendar 
year shall not exceed the sum of $100,000.  To the extent the Employee holds 
two or more such options which become exercisable for the first time in the 
same calendar year, the foregoing limitation on the exercisability of such 
options as incentive stock options under the Federal tax laws shall be 
applied on the basis of the order in which such options are granted.

         (2)  10% SHAREHOLDER.  If any employee to whom an Incentive Option 
is to be granted pursuant to the provisions of the Plan is, on the date of 
grant, the owner of stock (determined with application of the ownership 
attribution rules of Section 424(d) of the Internal Revenue Code) possessing 
more than 10% of the total combined voting power of all classes of stock of 
his or her employer corporation or of its parent or subsidiary corporation 
("10% SHAREHOLDER"), then the following special provisions will apply to the 
option granted to such individual:

              (i)   The option price per share of the stock subject to such 
Incentive Option will not be less than 110% of the Fair Market Value of the 
option shares on the date of grant; and

              (ii)  The option will not have a term in excess of 5 years from 
the date of grant.

         (3)  PARENT AND SUBSIDIARY.  For purposes of this Section, "PARENT 
CORPORATION" and "SUBSIDIARY CORPORATION" will have the meaning attributed to 
those terms, as they are used in Section 422(b) of the Internal Revenue Code.


                                       -4-

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         (4)  EMPLOYEES.  Incentive Options may only be granted to employees 
of the Company or its subsidiaries.

     H.  FAIR MARKET VALUE.  For all purposes under this Plan (including, but 
not limited to Automatic Option Grants) the fair market value per share of 
Common Stock on any relevant date under the Plan ("FAIR MARKET VALUE") will 
be determined as follows:

         (1)  If the Common Stock is not at the time listed or admitted to 
trading on any national stock exchange but is traded in the over-the-counter 
market, the fair market value will be the mean between the highest bid and 
lowest asked prices (or, if such information is available, the closing 
selling price) per share of Common Stock on the date in question in the 
over-the-counter market, as such prices are reported by the National 
Association of Securities Dealers through its NASDAQ system or any successor 
system.  If there are no reported bid and asked prices (or closing selling 
price) for the Common Stock on the date in question, then the mean between 
the highest bid price and lowest asked price (or the closing selling price) 
on the last preceding date for which such quotations exist will be 
determinative of fair market value.

         (2)  If the Common Stock is at the time listed or admitted to 
trading on any national stock exchange, then the fair market value will be 
the closing selling price per share of Common Stock on the date in question 
on the stock exchange determined by the Committee to be the primary market 
for the Common Stock, as such price is officially quoted in the composite 
tape of transactions on such exchange.  If there is no reported sale of 
Common Stock on such exchange on the date in question, then the fair market 
value will be the closing selling price on the exchange on the last preceding 
date for which such quotation exists.

         (3)  If the Common Stock is at the time neither listed nor admitted 
to trading on any stock exchange nor traded in the over-the-counter market, 
then the fair market value will be determined by the Committee after taking 
into account such factors as the Committee shall deem appropriate.

     I.  LIMITED TRANSFERABILITY OF OPTIONS.  During the lifetime of the 
Optionee, Incentive Options shall be exercisable only by the Optionee and 
shall not be assignable or transferable other than by will or by the laws of 
descent and distribution following the Optionee's death.  However, a 
Non-Qualified Option may be assigned in whole or in part during the 
Optionee's lifetime.  The assigned portion may only be exercised by the 
person or persons who acquire a proprietary interest in the option pursuant 
to the assignment. The terms applicable to the assigned portion shall be the 
same as those in effect for the option immediately prior to such assignment 
and shall be set forth in such documents issued to the assignee as the Plan 
Administrator may deem appropriate.

II.  STOCK APPRECIATION RIGHTS

     If, and only if the Committee, in its discretion, elects to implement an 
option surrender program under the Plan, one or more option holders may, upon 
such terms as the Committee may establish at the time of the option grant or 
at any time thereafter, be granted the right to surrender all or part of an 
unexercised option in exchange for a distribution equal in amount to the 
difference between (i) the Fair Market Value (at date of surrender) of the 
shares for which the surrendered option or portion thereof is at the time 
exercisable and (ii)  the aggregate option price payable for such shares.  
The distribution to which an option holder becomes entitled under this 


                                       -5-

<PAGE>

Section may be made in shares of Common Stock, valued at Fair Market Value at 
the date of surrender, in cash, or partly in shares and partly in cash, as 
the Committee, in its sole discretion, deems appropriate.  The option 
surrender provisions of this Section will not apply to options granted 
pursuant to the Automatic Option Grant provisions of this Plan.

III. CORPORATE TRANSACTION/CHANGE OF CONTROL/HOSTILE TAKEOVER

     A.  CORPORATE TRANSACTION.  In the event of any of the following 
transactions ("CORPORATE TRANSACTION"):

         (1)  a merger or consolidation in which the Company is not the 
surviving entity, except for a transaction the principal purpose of which is 
to change the state of the Company's incorporation,

         (2)  the sale, transfer or other disposition of all or substantially 
all of the assets of the Company in liquidation or dissolution of the 
Company,

         (3)  any reverse merger in which the Company is the surviving entity 
but in which fifty percent (50%) or more of the Company's outstanding voting 
stock is transferred to holders different from those who held such securities 
immediately prior to such merger, or

         (4)  an acquisition by any person or related group of persons (other 
than the Company or a person that directly or indirectly controls, is 
controlled by or is under common control with, the Company) of ownership of 
more than fifty percent (50%) of the Company's outstanding Common Stock, 
pursuant to a tender or exchange offer,

the exercisability of each option at the time outstanding under this Article Two
shall automatically accelerate so that each such option shall, immediately 
prior to the specified effective date for the Corporate Transaction, become 
fully exercisable with respect to the total number of shares of Common Stock 
at the time subject to such option and may be exercised for all or any 
portion of such shares.  Upon the consummation of the Corporate Transaction, 
all outstanding options under this Article Two shall terminate and cease to 
be outstanding.

     B.  HOSTILE TAKEOVER.  One or more officers of the Company subject to 
the short-swing profit restrictions of the Federal securities laws may, in 
the Committee's sole discretion, be granted, in tandem with their outstanding 
options, limited stock appreciation rights as described below.  In addition 
all Automatic Option Grants under this Plan will be made in tandem with 
limited stock appreciation rights as described below.

         (1)  Upon the occurrence of a Hostile Takeover, each outstanding 
option with such a limited stock appreciation right in effect for at least 
six (6) months will automatically be cancelled in return for a cash 
distribution from the Company in an amount equal to the excess of (i) the 
Takeover Price (defined below) of the shares of Common Stock at the time 
subject to the cancelled option (whether or not the option is otherwise at 
the time exercisable for such shares) over (ii) the aggregate exercise price 
payable for such shares. The cash distribution payable upon such cancellation 
shall be made within five (5) days following the consummation of the Hostile 
Takeover.  Neither the approval of the Committee nor the consent of the Board 
shall be required in connection with such option cancellation and cash 
distribution.

         (2)  For purposes of the limited stock appreciation rights described 
above, the following definitions shall be in effect:


                                       -6-

<PAGE>

              (i)   A Hostile Takeover shall be deemed to occur upon the 
acquisition by any person or related group of persons (other than the Company 
or a person that directly or indirectly controls, is controlled by, or is 
under common control with, the Company) of ownership of more than 50% of the 
Company's outstanding Common Stock (excluding the Common Stock holdings of 
officers and directors of the Company who participate in this Plan) pursuant 
to a tender or exchange offer which the Board does not recommend the 
Company's shareholders accept.

              (ii)  The Takeover Price per share shall be deemed to be equal 
to the GREATER of (a) the Fair Market Value per share on the date of 
cancellation, or (b) the highest reported price per share paid in effecting 
the Hostile Takeover.  However, if the cancelled option is an Incentive 
Option, the Takeover Price shall not exceed the clause (a) price per share.

     C.  COMPANY RIGHTS.  The grant of options (including Automatic Option 
Grants) under this Plan shall in no way affect the right of the Company to 
adjust, reclassify, reorganize or otherwise change its capital or business 
structure or to merge, consolidate, dissolve, liquidate or sell or transfer 
all or any part of its business or assets.

IV.  LOANS OR GUARANTEE OF LOANS

     The Committee may assist any optionee (including any officer) in the 
exercise of one or more outstanding options under this Article by 
(a) authorizing the extension of a loan to such optionee from the Company, 
(b) permitting the optionee to pay the option price for the purchased Common 
Stock in installments over a period of years or (c) authorizing a guarantee 
by the Company of a third-party loan to the optionee.  The terms of any loan, 
installment method of payment or guarantee (including the interest rate and 
terms of repayment) will be established by the Committee in its sole 
discretion. Loans, installment payments and guarantees may be granted without 
security or collateral (other than to optionees who are consultants or 
independent contractors, in which event the loan must be adequately secured 
by collateral other than the purchased shares), but the maximum credit 
available to the optionee shall not exceed the SUM of (i) the aggregate 
option price (less par value) of the purchased shares plus (ii) any federal 
and state income and employment tax liability incurred by the optionee in 
connection with the exercise of the option.  Automatic Option Grants will not 
be subject to these loan and loan guarantee provisions.

V.   CANCELLATION AND REGRANT OF OPTIONS

     The Committee shall have the authority to effect, at any time and from 
time to time, with the consent of the affected optionees, the cancellation of 
any or all outstanding options under this Article (including outstanding 
options under the 1983 Plan incorporated into this Plan) and to grant in 
substitution new options under the Plan covering the same or different 
numbers of shares of Common Stock but having an option price per share not 
less than 100% of the fair market value of the Common Stock on the new grant 
date.  Automatic Option Grants will not be subject to these cancellation and 
regrant provisions.

VI.  REPURCHASE RIGHTS

     The Committee may in its discretion determine that it shall be a term 
and condition of one or more options exercised under the Plan that the 
Company (or its assigns) shall have the right, exercisable upon the 
optionee's separation from service with the Company and its subsidiaries, to 
repurchase any or all of the shares of Common Stock previously acquired by 
the optionee upon the exercise of such option.  Any such repurchase right 
shall be exercisable upon such terms and conditions (including the 
establishment of the appropriate vesting schedule and 


                                       -7-

<PAGE>

other provisions for the expiration of such right in one or more 
installments) as the Committee may specify in the instrument evidencing such 
right.  The Committee shall also have full power and authority to provide for 
the automatic termination of these repurchase rights, in whole or in part, 
and thereby accelerate the vesting of any or all of the purchased shares.

                                 ARTICLE THREE
                        AUTOMATIC OPTION GRANT PROGRAM

I.   GRANTS

     A.  AUTOMATIC OPTION GRANTS.  Non-employee members of the Board will 
automatically be granted Non-Qualified Options to purchase the number of 
shares of Common Stock set forth below (subject to adjustment under 
Section III(C) of Article One of this Plan) on the dates and pursuant to the 
terms set forth below ("AUTOMATIC OPTION GRANTS").

     B.  CONTINUING DIRECTORS.  On the date of each Annual Shareholders 
Meeting of the Company held after the Effective Date of this Plan, each 
continuing non-employee member of the Board will receive an Automatic Option 
Grant to purchase 8,000 shares of Common Stock; provided, however, that an 
individual who has not served as a non-employee member of the Board for the 
immediately preceding 180 days will not receive such a grant.

     C.  NEW DIRECTORS.  Each individual person who is newly elected or 
appointed as a non-employee member of the Board on or after the Effective 
Date of this Plan will receive, on the effective date of such election or 
appointment, an Automatic Option Grant to purchase 30,000 shares of Common 
Stock.

II.  TERMS

     The terms applicable to each Automatic Option Grant will be as follows:

     A.  PRICE.  The option price per share will be equal to 100% of the Fair 
Market Value of a share of Common Stock on the date of grant.

     B.  OPTION TERM.  Each Automatic Option Grant will have a maximum term 
of 10 years measured from the automatic grant date.

     C.  EXERCISABILITY.  Each Automatic Option Grant will become exercisable 
for all Automatic Option Grant shares one (1) year after the automatic grant 
date, provided the optionee continues to serve as a Board member throughout 
that one (1)-year period.

     D.  PAYMENT.  Upon exercise of the option, the option price for the 
purchased shares will become payable immediately in one or more of the 
following alternative forms:  cash, shares of Common Stock held for the 
requisite period to avoid a charge to the Company's reported earnings and 
valued at Fair Market Value on the Exercise Date (as defined below), or 
pursuant to a sale and remittance procedure under which the option holder 
delivers a properly executed exercise notice together with irrevocable 
instructions to a broker to promptly deliver to the Company the amount of 
sale proceeds to pay the option price.  For these purposes, the Exercise Date 
shall be the date on which written notice of the exercise of the option is 
delivered to the Company.  Except to the extent the sale and remittance 
procedure specified above is utilized for the exercise of the option, payment 
of the exercise price for the purchased shares must accompany the notice.


                                       -8-

<PAGE>

     E.  EFFECT OF TERMINATION OF BOARD MEMBERSHIP.

         (1)  Should the optionee cease to be a Board member for any reason 
(other than death) while holding one or more Automatic Option Grants, then 
the optionee will have 6 months following the date of such cessation of Board 
membership in which to exercise each such option for any or all of the shares 
of Common Stock for which the option is exercisable at the time Board 
membership ceases; provided however, that in no event may such an option be 
exercised after the expiration of its 10-year term.

         (2)  Should the optionee die while holding one or more Automatic 
Option Grants, then each such option may subsequently be exercised, for any 
or all of the shares of Common Stock for which the option is exercisable at 
the time of the optionee's death, by the personal representative of the 
optionee's estate or by the person or persons to whom the option is 
transferred pursuant to the optionee's Will or in accordance with the laws of 
descent and distribution. Any such exercise must, however, occur before the 
earlier of (i) the expiration of the option's 10-year term, or (ii) 12 months 
after the date of the optionee's death.

     F.  ACCELERATION.  Automatic Option Grants will be subject to 
acceleration and termination in the event of a Corporate Transaction as 
described in Article Two, Section III.A. of this Plan.

     G.  HOSTILE TAKEOVER.  Automatic Option Grants will be granted in tandem 
with limited stock appreciation rights, as described in the Hostile Takeover 
provisions contained in Article Two, Section III.B. of this Plan.

                                 ARTICLE FOUR
                                 MISCELLANEOUS

I.   AMENDMENT OF THE PLAN

     A.  GENERAL RULES.  The Board shall have complete and exclusive power 
and authority to amend or modify the Plan in any or all respects whatsoever. 
However, no such amendment or modification shall, without the consent of the 
option holders, adversely affect rights and obligations with respect to 
options at the time outstanding under the Plan.  In addition, certain 
amendments may be made conditional on first having obtained stockholder 
approval if required by the Board or pursuant to any applicable laws or 
regulations.

     B.  AUTOMATIC OPTION GRANTS.  Amendment of the Automatic Option Grant 
provisions of this Plan is subject to the requirements outlined above.  In 
addition, the Automatic Option Grant provisions of this Plan may not be 
amended more than once every 6 months, other than to comport with changes in 
the Internal Revenue Code or rules thereunder.

     C.  AMENDMENT OF OPTIONS.  The Committee shall have full power and 
authority to modify or waive any or all of the terms, conditions or 
restrictions applicable to any outstanding option, to the extent not 
inconsistent with the Plan; provided, however, that no such modification or 
waiver shall (1) without the consent of the option holder, adversely affect 
the holder's rights thereunder or (2) affect any outstanding option granted 
pursuant to the Automatic Option Grant provisions of this Plan except to the 
extent necessary to conform to any amendment to this Plan.


                                       -9-

<PAGE>

II.  TAX WITHHOLDING

     A.  OBLIGATION.  The Company's obligation to deliver shares or cash upon 
the exercise of stock options or stock appreciation rights granted under the 
Plan is subject to the satisfaction of all applicable Federal, State and 
local income and employment tax withholding requirements.

     B.  STOCK WITHHOLDING.  The Plan Administrator may, in its discretion 
and upon such terms and conditions as it may deem appropriate (including the 
applicable safe-harbor provisions of SEC Rule 16b-3) provide any or all 
holders of outstanding option grants under the Plan with the election to have 
the Company withhold, from the shares of Common Stock otherwise issuable upon 
the exercise of such options, one or more of such shares with an aggregate 
fair market value equal to the designated percentage (any multiple of 5% 
specified by the optionee) of the Federal and State income taxes ("Taxes") 
incurred in connection with the acquisition of such shares.  In lieu of such 
direct withholding, one or more optionees may also be granted the right to 
deliver shares of Common Stock to the Company in satisfaction of such Taxes.  
The withheld or delivered shares shall be valued at the Fair Market Value on 
the applicable determination date for such Taxes or such other date required 
by the applicable safe-harbor provisions of SEC Rule 16b-3.

III. EFFECTIVE DATE AND TERM OF PLAN

     A.  IMPLEMENTATION.  This Plan, as successor to the Company's 1983 Stock 
Option Plan, shall become effective as of the Effective Date, and no further 
option grants shall be made under the 1983 Plan on or after the Effective 
Date of this Plan.  If shareholder approval of the 1,600,000-share increase 
is not obtained by February 19, 1998, then each option granted under this 
Plan subject to this share increase shall terminate without ever becoming 
exercisable for the option shares and all shares issued hereunder shall be 
repurchased by the Corporation at the purchase price paid, together with 
interest (at the applicable Short Term Federal Rate).  Subject to the 
foregoing limitations, options may be granted under this Plan at any time 
from and after the Effective Date of the Plan and before the date fixed 
herein for termination of the Plan.

     B.  TERMINATION.  Unless sooner terminated due to a Corporate 
Transaction or a Change in Control, the Plan will terminate upon the EARLIER 
of (i) December 8, 2002, or (ii) the date on which all shares available for 
issuance under the Plan have been issued or cancelled pursuant to exercise, 
surrender or cash-out of options. If the date of termination is determined 
under clause (i) above, then options outstanding on such date shall 
thereafter continue to have force and effect in accordance with the 
provisions of the instruments evidencing those options.

     C.  ADDITIONAL SHARES.  Options to purchase shares of Common Stock may 
be granted under the Plan which are in excess of the number of shares then 
available for issuance under the Plan, provided any excess shares actually 
issued are held in escrow until shareholder approval is obtained for a 
sufficient increase in the number of shares available for issuance under the 
Plan.  If such shareholder approval is not obtained within twelve (12) months 
after the date the first such excess option grants are made, then (I) any 
unexercised excess options shall terminate and cease to be exercisable and 
(II) the Corporation shall promptly refund the purchase price paid for any 
excess shares actually issued under the Plan and held in escrow, together 
with interest (at the applicable Short Term Federal Rate) for the period the 
shares were held in escrow.

III. USE OF PROCEEDS

     Any cash proceeds received by the Company from the sale of shares 
pursuant to options granted under the Plan shall be used for general 
corporate purposes.


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<PAGE>

IV.  REGULATORY APPROVALS

     The implementation of the Plan, the granting of any option under the 
Plan, and the issuance of stock upon the exercise or surrender of any such 
option shall be subject to the procurement by the Company of all approvals 
and permits required by regulatory authorities having jurisdiction over the 
Plan, the options granted under it and the stock issued pursuant to it.

V.   NO EMPLOYMENT/SERVICE RIGHTS

     Neither the establishment of this Plan, nor any action taken under the 
terms of this Plan, nor any provision of this Plan shall be construed so as 
to grant any individual the right to remain in the employ or service of the 
Company (or any parent or subsidiary corporation) for any period of specific 
duration, and the Company (or any parent or subsidiary corporation retaining 
the services of such individual) may terminate such individual's employment 
or service at any time and for any reason, with or without cause.


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