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                                                                EXHIBIT 10.13(B)

                          PHYSICIANS' SPECIALTY CORP.

                       1996 STOCK OPTION PLAN, AS AMENDED


1.                Purpose.

                  The purpose of this plan (the "Plan") is to secure for
Physicians' Specialty Corp. (the "Company") and its shareholders the benefits
arising from capital stock ownership by employees, officers and directors of,
and consultants or advisors to, the Company who are expected to contribute to
the Company's future growth and success. Except where the context otherwise
requires, the term "Company" shall include all present and future subsidiaries
of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue
Code of 1986, as amended or replaced from time to time (the "Code"). Those
provisions of the Plan which make express reference to Section 422 shall apply
only to Incentive Stock Options (as that term is defined in the Plan).

2.                Type of Options and Administration.

                  (a)      Types of Options. Options granted pursuant to the 
Plan shall be authorized by action of the Board of Directors of the Company (or
a Committee designated by the Board of Directors) and may be either incentive
stock options ("Incentive Stock Options") meeting the requirements of Section
422 of the Code or non-statutory options which are not intended to meet the
requirements of Section 422 of the Code.

                  (b)      Administration. The Plan will be administered by a
committee (the "Committee") appointed by the Board of Directors of the Company,
whose construction and interpretation of the terms and provisions of the Plan
shall be final and conclusive. The delegation of powers to the Committee shall
be consistent with applicable laws or regulations (including, without
limitation, applicable state law and Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), or any successor rule
("Rule 16b-3")). The Committee may in its sole discretion grant options to
purchase shares of the Company's Common Stock, $.001 par value per share
("Common Stock") and issue shares upon exercise of such options as provided in
the Plan. The Committee shall have authority, subject to the express provisions
of the Plan, to construe the respective option agreements and the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the respective option agreements, which
need not be identical, and to make all other determinations in the judgment of
the Committee necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of such expediency. No director or person acting
pursuant to authority delegated by the Board of


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Directors shall be liable for any action or determination under the Plan made
in good faith. Subject to adjustment as provided in Section 15 below, the
aggregate number of shares of Common Stock that may be subject to Options
granted to any person in a calendar year shall not exceed 35% of the maximum
number of shares which may be issued and sold under the Plan, as set forth in
Section 4 hereof, as such section may be amended from time to time.

                  (c)      Applicability of Rule 16b-3. Those provisions of the
Plan which make express reference to Rule 16b-3 shall apply to the Company only
at such time as the Company's Common Stock is registered under the Exchange
Act, subject to the last sentence of Section 3(b), and then only to such
persons as are required to file reports under Section 16(a) of the Exchange Act
(a "Reporting Person").

3.                Eligibility.

                  (a)      General. Options may be granted to persons who are,
at the time of grant, employees, officers or directors of, or consultants or
advisors to, the Company or any subsidiaries of the Company as defined in
Sections 424(e) and 424(f) of the Code ("Participants") provided, that
Incentive Stock Options may only be granted to individuals who are employees of
the Company (within the meaning of Section 3401(c) of the Code). A person who
has been granted an option may, if he or she is otherwise eligible, be granted
additional options if the Committee shall so determine.

                  (b)      Grant of Options to Reporting Persons. The selection
of a director or an officer who is a Reporting Person (as the terms "director"
and "officer" are defined for purposes of Rule 16b-3) as a recipient of an
option, the timing of the option grant, the exercise price of the option and
the number of shares subject to the option shall be determined either (i) by
the Board of Directors, (ii) by a committee consisting of two or more directors
having full authority to act in the matter, each of whom shall be an
"Independent Director" as defined by Rule 1.62-27 of the Code or (iii) pursuant
to provisions for automatic grants set forth in Section 3(c) below.

                  (c)      Directors' Options. Commencing on the date this plan
is adopted by the Board of Directors, directors of the Company who are not
employees or stockholders of the Company owning in excess of 5% of the
outstanding Common Stock of the Company ("Eligible Directors") will receive an
option ("Director Option") to purchase 7,500 shares of Common Stock. Future
Eligible Directors of the Company will be granted a Director Option to purchase
7,500 shares of Common Stock on the date that such person is first elected or
appointed a director ("Initial Director Option"). The exercise price for each
share subject to a Director Option shall be equal to the fair market value of
the Common Stock on the date of grant. Director Options shall become
exercisable as set forth in the option agreement and will expire the earlier of
10 years after the date of grant or 90 days after the termination of the
director's service on the Board unless such Director Option is an Incentive
Stock Option in which case


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such Director Option shall be subject to the additional terms and conditions
set forth in Section 11. 

4.                Stock Subject to Plan.

                  The stock subject to options granted under the Plan shall be
shares of authorized but unissued or reacquired Common Stock. Subject to
adjustment as provided in Section 15 below, the maximum number of shares of
Common Stock of the Company which may be issued and sold under the Plan is
2,000,000 shares. If an option granted under the Plan shall expire, terminate
or is cancelled for any reason without having been exercised in full, the
unpurchased shares subject to such option shall again be available for
subsequent option grants under the Plan.

5.                Forms of Option Agreements.

                  As a condition to the grant of an option under the Plan, each
recipient of an option shall execute an option agreement in such form not
inconsistent with the Plan as may be approved by the Board of Directors. Such
option agreements may differ among recipients.

6.                Purchase Price.

                  (a)      General. The purchase price per share of stock
deliverable upon the exercise of an option shall be determined by the Board of
Directors at the time of grant of such option; provided, however, that in the
case of an Incentive Stock Option, the exercise price shall not be less than
100% of the Fair Market Value (as hereinafter defined) of such stock, at the
time of grant of such option, or less than 110% of such Fair Market Value in
the case of options described in Section 11(b). "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 the closing price of a share of the Common Stock on the
principal securities exchange (including the Nasdaq National Market) 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
(including, in the case of any repurchase of shares, any distributions with
respect thereto which would be repurchased with the shares) shall be determined
in good faith by the Board of Directors. In no case shall Fair Market Value be
determined with regard to restrictions other than restrictions which, by their
terms, will never lapse.

                  (b)      Payment of Purchase Price. Options granted under the
Plan may provide for the payment of the exercise price by delivery of cash or a
check to the order of the Company in an amount equal to the exercise price of
such options, or by any other means which the Board


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of Directors determines are consistent with the purpose of the Plan and with
applicable laws and regulations (including, without limitation, the provisions
of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board).

7.                Option Period.

                  Subject to earlier termination as provided in the Plan, each
option and all rights thereunder shall expire on such date as determined by the
Board of Directors and set forth in the applicable option agreement, provided,
that such date shall not be later than (10) ten years after the date on which
the option is granted.

8.                Exercise of Options.

                  Each option granted under the Plan shall be exercisable
either in full or in installments at such time or times and during such period
as shall be set forth in the option agreement evidencing such option, subject
to the provisions of the Plan. Subject to the requirements in the immediately
preceding sentence, if an option is not at the time of grant immediately
exercisable, the Board of Directors may (i) in the agreement evidencing such
option, provide for the acceleration of the exercise date or dates of the
subject option upon the occurrence of specified events, and/or (ii) at any time
prior to the complete termination of an option, accelerate the exercise date or
dates of such option.

9.                Nontransferability of Options.

                  No option granted under this Plan shall be assignable or
otherwise transferable by the optionee except by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
in the Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder. An option may be exercised during the lifetime of the
optionee only by the optionee. In the event an optionee dies during his
employment by the Company or any of its subsidiaries, or during the three-month
period following the date of termination of such employment, his option shall
thereafter be exercisable, during the period specified in the option agreement,
by his executors or administrators to the full extent to which such option was
exercisable by the optionee at the time of his death during the periods set
forth in Section 10 or 11(d).

10.               Effect of Termination of Employment or Other Relationship.

                  Except as provided in Section 11(d) with respect to Incentive
Stock Options and except as otherwise determined by the Committee at the date
of grant of an Option, and subject to the provisions of the Plan, an optionee
may exercise an option at any time within three months following the
termination of the optionee's employment or other relationship with the Company
or within one (1) year if such termination was due to the death or disability
of the optionee but, 


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except in the case of the optionee's death, in no event later than the
expiration date of the Option. If the termination of the optionee's employment
is for cause or is otherwise attributable to a breach by the optionee of an
employment or confidentiality or non-disclosure agreement, the option shall
expire immediately upon such termination. The Board of Directors shall have the
power to determine what constitutes a termination for cause or a breach of an
employment or confidentiality or non-disclosure agreement, whether an optionee
has been terminated for cause or has breached such an agreement, and the date
upon which such termination for cause or breach occurs. Any such determinations
shall be final and conclusive and binding upon the optionee.

11.               Incentive Stock Options.

                  Options granted under the Plan which are intended to be
Incentive Stock Options shall be subject to the following additional terms and
conditions:

                  (a)      Express Designation. All Incentive Stock Options 
granted under the Plan shall, at the time of grant, be specifically designated
as such in the option agreement covering such Incentive Stock Options.

                  (b)      10% Shareholder. If any employee to whom an 
Incentive Stock Option is to be granted under the Plan is, at the time of the
grant of such option, the owner of stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company (after taking into
account the attribution of stock ownership rules of Section 424(d) of the
Code), then the following special provisions shall be applicable to the
Incentive Stock Option granted to such individual:

                        (i)         The purchase price per share of the Common 
                  Stock subject to such Incentive Stock Option shall not be
                  less than 110% of the Fair Market Value of one share of
                  Common Stock at the time of grant; and

                        (ii)        The option exercise period shall not exceed
                  five years from the date of grant.

                  (c)      Dollar Limitation. For so long as the Code shall so
provide, options granted to any employee under the Plan (and any other
incentive stock option plans of the Company) which are intended to constitute
Incentive Stock Options shall not constitute Incentive Stock Options to the
extent that such options, in the aggregate, become exercisable for the first
time in any one calendar year for shares of Common Stock with an aggregate Fair
Market Value, as of the respective date or dates of grant, of more than
$100,000.

                  (d)      Termination of Employment, Death or Disability. No
Incentive Stock Option may be exercised unless, at the time of such exercise,
the optionee is, and has been continuously since the date of grant of his or
her option, employed by the Company, except that:


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                        (i)         an Incentive Stock Option may be exercised
                  within the period of three months after the date the optionee
                  ceases to be an employee of the Company (or within such
                  lesser period as may be specified in the applicable option
                  agreement), provided, that the agreement with respect to such
                  option may designate a longer exercise period and that the
                  exercise after such three-month period shall be treated as
                  the exercise of a non-statutory option under the Plan;

                        (ii)        if the optionee dies while in the employ of
                  the Company, or within three months after the optionee ceases
                  to be such an employee, the Incentive Stock Option may be
                  exercised by the person to whom it is transferred by will or
                  the laws of descent and distribution within the period of one
                  year after the date of death (or within such lesser period as
                  may be specified in the applicable option agreement); and

                        (iii)       if the optionee becomes disabled (within 
                  the meaning of Section 22(e)(3) of the Code or any successor
                  provisions thereto) while in the employ of the Company, the
                  Incentive Stock Option may be exercised within the period of
                  one year after the date the optionee ceases to be such an
                  employee because of such disability (or within such lesser
                  period as may be specified in the applicable option
                  agreement).

For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

12.               Additional Provisions.

                  (a)      Additional Option Provisions. The Board of Directors
may, in its sole discretion, include additional provisions in option agreements
covering options granted under the Plan, including without limitation
restrictions on transfer, repurchase rights, rights of first refusal,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors; provided, that
such additional provisions shall not be inconsistent with any other term or
condition of the Plan and such additional provisions shall not cause any
Incentive Stock Option granted under the Plan to fail to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Code.

                  (b)      Acceleration, Extension, Etc. The Board of Directors
may, in its sole discretion, (i) accelerate the date or dates on which all or
any particular option or options granted under the Plan may be exercised or
(ii) extend the dates during which all, or any particular, option or options
granted under the Plan may be exercised; provided, however, that no such


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extension shall be permitted if it would cause the Plan to fail to comply with
Section 422 of the Code or with Rule 16b-3 (if applicable).

13.               General Restrictions.

                  (a)      Investment Representations. The Company may require
any person to whom an Option is granted, as a condition of exercising such
option, to give written assurances in substance and form satisfactory to the
Company to the effect that such person is acquiring the Common Stock subject to
the option or award, for his or her own account for investment and not with any
present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply
with federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock, including any "lock-up" or other restriction on
transferability.

                  (b)      Compliance With Securities Law. Each Option shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such option upon any securities exchange or automated quotation system or
under any state or federal law, or the consent or approval of any governmental
or regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with the issuance or purchase of shares thereunder, such option may
not be exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, or satisfaction of such condition shall
have been effected or obtained on conditions acceptable to the Board of
Directors. Nothing herein shall be deemed to require the Company to apply for
or to obtain such listing, registration or qualification, or to satisfy such
condition.

14. Rights as a Stockholder.

                  The holder of an option shall have no rights as a stockholder
with respect to any shares covered by the option (including, without
limitation, any rights to receive dividends or non-cash distributions with
respect to such shares) until the date of issue of a stock certificate to him
or her for such shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.

15.               Adjustment Provisions for Recapitalizations, Reorganizations
                  and Related Transactions.

                  (a)      Recapitalizations and Related Transactions. If, 
through or as a result of any recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar transaction, (i)
the outstanding shares of Common Stock are increased, decreased or exchanged
for a different number or kind of shares or other securities of the Company, or


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(ii)additional shares or new or different shares or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment shall be made in (x) the maximum
number and kind of shares reserved for issuance under or otherwise referred to
in the Plan, (y) the number and kind of shares or other securities subject to
any then outstanding options under the Plan, and (z) the price for each share
subject to any then outstanding options under the Plan, without changing the
aggregate purchase price as to which such options remain exercisable.
Notwithstanding the foregoing, no adjustment shall be made pursuant to this
Section 15 if such adjustment (i) would cause the Plan to fail to comply with
Section 422 of the Code or with Rule 16b-3 or (ii) would be considered as the
adoption of a new plan requiring stockholder approval.

                  (b)      Reorganization, Merger and Related Transactions. All
outstanding Options under the Plan shall become fully exercisable for a period
of sixty (60) days following the occurrence of any Trigger Event, whether or
not such Options are then exercisable under the provisions of the applicable
agreements relating thereto. For purposes of the Plan, a "Trigger Event" is any
one of the following events:

                                    (i)      the date on which shares of Common
                  Stock are first purchased pursuant to a tender offer or
                  exchange offer (other than such an offer by the Company, any
                  Subsidiary, any employee benefit plan of the Company or of
                  any Subsidiary or any entity holding shares or other
                  securities of the Company for or pursuant to the terms of
                  such plan), whether or not such offer is approved or opposed
                  by the Company and regardless of the number of shares
                  purchased pursuant to such offer;

                                    (ii)     the date the Company acquires
                  knowledge that any person or group deemed a person under
                  Section 13(d)-3 of the Exchange Act (other than the Company,
                  any Subsidiary, any employee benefit plan of the Company or
                  of any Subsidiary or any entity holding shares of Common
                  Stock or other securities of the Company for or pursuant to
                  the terms of any such plan or any individual or entity or
                  group or affiliate thereof which acquired its beneficial
                  ownership interest prior to the date the Plan was adopted by
                  the Board), in a transaction or series of transactions, has
                  become the beneficial owner, directly or indirectly (with
                  beneficial ownership determined as provided in Rule 13d-3, or
                  any successor rule, under the Exchange Act), of securities of
                  the Company entitling the person or group to 30% or more of
                  all votes (without consideration of the rights of any class
                  or stock to elect directors by a separate class vote) to
                  which all shareholders of the Company would be entitled in
                  the election of the Board of Directors were an election held
                  on such date;

                                    (iii)    the date, during any period of two
                  consecutive years, when individuals who at the beginning of
                  such period constitute the Board of Directors 


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                  of the Company cease for any reason to constitute at least a
                  majority thereof, unless the election, or the nomination for
                  election by the stockholders of the Company, 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 such period; and

                                    (iv)     the date of approval by the
                  stockholders of the Company of an agreement (a
                  "reorganization agreement") providing for:

                                    (A)      The merger or consolidation of the
                  Company with another corporation where the stockholders of
                  the Company, immediately prior to the merger or
                  consolidation, do not beneficially own, immediately after the
                  merger or consolidation, shares of the corporation issuing
                  cash or securities in the merger or consolidation entitling
                  such shareholders to 80% or more of all votes (without
                  consideration of the rights of any class of stock to elect
                  directors by a separate class vote) to which all stockholders
                  of such corporation would be entitled in the election of
                  directors or where the members of the Board of Directors of
                  the Company, immediately prior to the merger or
                  consolidation, do not, immediately after the merger or
                  consolidation, constitute a majority of the Board of
                  Directors of the corporation issuing cash or securities in
                  the merger or consolidation; or

                                    (B)      The sale or other disposition of 
                  all or substantially all the assets of the Company.

                  (c)      Board Authority to Make Adjustments. Any adjustments
under this Section 15 will be made by the Board of Directors, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional shares will be
issued under the Plan on account of any such adjustments.

16.               Merger, Consolidation, Asset Sale, Liquidation, etc.

                  (a)      General. In the event of any sale, merger, transfer
or acquisition of the Company or substantially all of the assets of the Company
in which the Company is not the surviving corporation, and provided that after
the Company shall have requested the acquiring or succeeding corporation (or an
affiliate thereof), that equivalent options shall be substituted and such
successor corporation shall have refused or failed to assume all options
outstanding under the Plan or issue substantially equivalent options, then any
or all outstanding options under the Plan shall accelerate and become
exercisable in full immediately prior to such event. The Committee will notify
holders of options under the Plan that any such options shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the options will terminate upon expiration of such notice.


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                  (b)      Substitute Options. The Company may grant options 
under the Plan in substitution for options held by employees of another
corporation who become employees of the Company, or a subsidiary of the
Company, as the result of a merger or consolidation of the employing
corporation with the Company or a subsidiary of the Company, or as a result of
the acquisition by the Company, or one of its subsidiaries, of property or
stock of the employing corporation. The Company may direct that substitute
options be granted on such terms and conditions as the Board of Directors
considers appropriate in the circumstances.

17.               No Special Employment Rights.

                  Nothing contained in the Plan or in any option shall confer
upon any optionee any right with respect to the continuation of his or her
employment by the Company or interfere in any way with the right of the Company
at any time to terminate such employment or to increase or decrease the
compensation of the optionee.

18.               Other Employee Benefits.

                  Except as to plans which by their terms include such amounts
as compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares
received upon such exercise will not constitute compensation with respect to
which any other employee benefits of such employee are determined, including,
without limitation, benefits under any bonus, pension, profit-sharing, life
insurance or salary continuation plan, except as otherwise specifically
determined by the Board of Directors.

19.               Amendment of the Plan.

                  (a)      The Board of Directors may at any time, and from 
time to time, modify or amend the Plan in any respect; provided, however, that
if at any time the approval of the stockholders of the Company is required
under Section 422 of the Code or any successor provision with respect to
Incentive Stock Options, the Board of Directors may not effect such
modification or amendment without such approval; and provided, further, that
the provisions of Section 3(c) hereof shall not be amended more than once every
six months, other than to comport with changes in the Code, the Employer
Retirement Income Security Act of 1974, as amended, or the rules thereunder.

                  (b)      The modification or amendment of the Plan shall not,
without the consent of an optionee, affect his or her rights under an option
previously granted to him or her. With the consent of the optionee affected,
the Board of Directors may amend outstanding option agreements in a manner not
inconsistent with the Plan. The Board of Directors shall have the right to
amend or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such


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options for such favorable federal income tax treatment (including deferral of
taxation upon exercise) as may be afforded incentive stock options under
Section 422 of the Code and (ii) the terms and provisions of the Plan and of
any outstanding option to the extent necessary to ensure the qualification of
the Plan under Rule 16b-3.

20.               Withholding.

                  (a)      The Company shall have the right to deduct from 
payments of any kind otherwise due to the optionee any federal, state or local
taxes of any kind required by law to be withheld with respect to any shares
issued upon exercise of options under the Plan. Subject to the prior approval
of the Company, which may be withheld by the Company in its sole discretion,
the optionee may elect to satisfy such obligations, in whole or in part, (i) by
causing the Company to withhold shares of Common Stock otherwise issuable
pursuant to the exercise of an option or (ii) by delivering to the Company
shares of Common Stock already owned by the optionee. The shares so delivered
or withheld shall have a Fair Market Value equal to such withholding obligation
as of the date that the amount of tax to be withheld is to be determined. An
optionee who has made an election pursuant to this Section 20(a) may only
satisfy his or her withholding obligation with shares of Common Stock which are
not subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.

                  (b)      The acceptance of shares of Common Stock upon 
exercise of an Incentive Stock Option shall constitute an agreement by the
optionee (i) to notify the Company if any or all of such shares are disposed of
by the optionee within two years from the date the option was granted or within
one year from the date the shares were issued to the optionee pursuant to the
exercise of the option, and (ii) if required by law, to remit to the Company,
at the time of and in the case of any such disposition, an amount sufficient to
satisfy the Company's federal, state and local withholding tax obligations with
respect to such disposition, whether or not, as to both (i) and (ii), the
optionee is in the employ of the Company at the time of such disposition.

                  (c)      Notwithstanding the foregoing, in the case of a
Reporting Person whose options have been granted in accordance with the
provisions of Section 3(b) herein, no election to use shares for the payment
of withholding taxes shall be effective unless made in compliance with any
applicable requirements of Rule 16b-3.

21.               Cancellation and New Grant of Options, Etc.

                  The Board of Directors shall have the authority to effect, at
any time and from time to time, with the consent of the affected optionees, (i)
the cancellation of any or all outstanding options under the Plan and the grant
in substitution therefor of new options under the Plan covering the same or
different numbers of shares of Common Stock and having an option exercise price
per share which may be lower or higher than the exercise price per share of the
cancelled options or (ii) the amendment of the terms of any and all outstanding
options under the


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Plan to provide an option exercise price per share which is higher or lower
than the then-current exercise price per share of such outstanding options.

22.               Effective Date and Duration of the Plan.

                  (a)      Effective Date. The Plan shall become effective when
adopted by the Board of Directors, but no Incentive Stock Option granted under
the Plan shall become exercisable unless and until the Plan shall have been
approved by the Company's stockholders. If such stockholder approval is not
obtained within twelve months after the date of the Board's adoption of the
Plan, no options previously granted under the Plan shall be deemed to be
Incentive Stock Options and no Incentive Stock Options shall be granted
thereafter. Amendments to the Plan not requiring stockholder approval shall
become effective when adopted by the Board of Directors; amendments requiring
shareholder approval (as provided in Section 21) shall become effective when
adopted by the Board of Directors, but no Incentive Stock Option granted after
the date of such amendment shall become exercisable (to the extent that such
amendment to the Plan was required to enable the Company to grant such
Incentive Stock Option to a particular optionee) unless and until such
amendment shall have been approved by the Company's stockholders. If such
stockholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Incentive Stock Options granted on or after the
date of such amendment shall terminate to the extent that such amendment to the
Plan was required to enable the Company to grant such option to a particular
optionee. Subject to this limitation, options may be granted under the Plan at
any time after the effective date and before the date fixed for termination of
the Plan.

                  (b)      Termination. Unless sooner terminated in accordance
with Section 16, the Plan shall terminate upon the earlier of (i) the close of
business on the day next preceding the tenth anniversary of the date of its
adoption by the Board of Directors, or (ii) the date on which all shares
available for issuance under the Plan shall have been issued pursuant to the
exercise or cancellation of options granted under the Plan. If the date of
termination is determined under (i) above, then options outstanding on such
date shall continue to have force and effect in accordance with the provisions
of the instruments evidencing such options.

23.               Provision for Foreign Participants.

                  The Board of Directors may, without amending the Plan, modify
awards or options granted to participants who are foreign nationals or employed
outside the United States to recognize differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities,
currency, employee benefit or other matters.


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<PAGE>   13


24.               Governing Law.

                  The provisions of this Plan shall be governed and construed
in accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws.

                  Adopted by the Board of Directors on November 25, 1996,
amended on March 11, 1998, and most recently amended on November 4, 1998.


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