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                                                                      Exhibit 10


                                  BIOGEN, INC.
                      1985 NON-QUALIFIED STOCK OPTION PLAN
                (AS AMENDED AND RESTATED THROUGH APRIL 27, 2001)



I.       PURPOSE OF THE PLAN

         The Plan is intended to encourage ownership of shares of Common Stock
of the Company by certain employees and Directors of the Company and its
Affiliates and to provide an additional incentive to those employees and
Directors to promote the success of the Company and its Affiliates.

II.      DEFINITIONS

         1. "Affiliate" means (a) a corporation in respect of which the Company
owns directly or indirectly fifty percent (50%) or more of the voting securities
thereof or which is otherwise controlled by the Company; or (b) to the extent
not inconsistent with Section 423(a) of the Internal Revenue Code of 1986, as
amended, an unincorporated trade or business controlled by the Company which has
elected, for federal income tax purposes, to be either (i) classified as an
association taxable as a corporation or (ii) disregarded as an entity separate
from its owner (as provided in Section 301.7701-3 of the federal income tax
regulations). For purposes of this definition, the Company shall be deemed to
control another entity if the Company possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of such
entity, whether through ownership of voting securities, by contract or
otherwise.

         2. "Committee" means the Stock and Option Plan Administration Committee
of the Board of Directors of the Company.

         3. "Company" means Biogen, Inc., a Massachusetts corporation.

         4. "Corporate Change in Control" shall be deemed to have occurred upon:

                  (i) the acquisition of beneficial ownership (as determined
         pursuant to the provisions of Rule 13d-3 under the Exchange Act) of
         securities of the Company representing more than fifty percent (50%) of
         the combined voting power of the Company's then outstanding securities
         by a person, entity or "group", within the meaning of Section 13(d)(3)
         or 14(d)(2) of the Exchange Act (excluding for this purpose, the
         Company or its Affiliates, or any employee benefit plan of the
         Company), pursuant to a transaction or series of related transactions
         which the Board of Directors does not approve; or

                  (ii) at such time as individuals who as of April 27, 2001
         constitute the Board of Directors (the "Incumbent Board") cease for any
         reason to constitute a majority of the Board of Directors of the
         Company, provided that any person becoming a director subsequent to
         April 27, 2001 whose election or nomination for election by the
         Company's stockholders was approved by a vote of at least a majority of
         the directors then comprising the Incumbent Board, shall, for purposes
         of the Plan, be considered as though such person were a member of the
         Incumbent Board (other than an individual
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         whose initial assumption of office is in connection with an actual or
         threatened election contest related to the election of the directors of
         the Company, as such terms are used in Rule 14a-11 of Regulation 14A
         promulgated under the Exchange Act); or

                  (iii) the occurrence of any other event which the Incumbent
         Board in its sole discretion determines should be considered a
         Corporate Change of Control;

         5. "Corporate Transaction" shall mean the following unless and until
the transaction becomes a Corporate Change of Control:

                  (i) a reorganization, recapitalization, merger or
         consolidation unless more than fifty percent (50%) of the Company's
         outstanding voting stock or the voting stock of the corporation
         resulting from the transaction (or the parent of such corporation) is
         held subsequent to the transaction by the persons who held the stock of
         the Company immediately prior to such transaction, or

                  (ii) the sale, transfer or other disposition of all or
         substantially all of the assets of the Company to a successor in
         interest to the business of the Company.

         6. "Designated Employee" shall mean an employee or Director of the
Company designated by the Committee, in its sole discretion, as a "Designated
Employee" for purposes of this Plan at any time prior to the effective date of a
Corporate Transaction.

         7. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         8. "For Cause" shall have the meaning set forth in Section VI (F).

         9. "Incumbent Board" shall have the meaning set forth in the definition
of "Corporate Change of Control."

         10. "Involuntary Employment Action" shall have the meaning set forth in
Section VI(Q).

         11. "ISO Plan" shall have the meaning set forth in Article III.

         12. "Option" means a stock option granted under this Plan.

         13. "Plan" shall mean this 1985 Non-Qualified Stock Option Plan.

         14. "Retirement" shall have the meaning set forth in Section VI(I).

III.     SHARES SUBJECT TO THE PLAN

         The aggregate number of shares as to which Options may be granted from
time to time shall be 49,208,000 of the shares of Common Stock of the Company
(par value $.01); provided,


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however that such aggregate number shall be reduced by the number of shares
which has been sold under, or may be sold pursuant to options granted from time
to time under, the Company's 1982 Incentive Stock Option Plan (the "ISO Plan"),
to the same extent as if such sales had been made or options granted pursuant to
this Plan.

         If any option granted under this Plan or the ISO Plan ceases to be
"outstanding", in whole or in part, other than by reason of the exercise of such
option, the shares which were subject to such option shall be available for the
granting of other Options. Any option shall be treated as "outstanding" until
such option is exercised in full, terminates under the provisions of this Plan
or the ISO Plan, as the case may be, or expires by reason of lapse of time.

         The aggregate number of shares as to which Options may be granted shall
be subject to change only by means of an amendment adopted in accordance with
Article XI below, subject to the provisions of Article VIII.

IV.      ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Committee. The membership of the
Committee shall be determined, and shall be subject to change without cause and
without notice from time to time, by the Board of Directors of the Company.

         The Committee is authorized to interpret the provisions of the Plan or
of any Option and to make all rules and determinations necessary or advisable
for the administration of the Plan. The interpretation and construction by the
Committee of any provision of the Plan or of any Option granted under it shall
be final, unless otherwise determined by the Incumbent Board. The Committee's
determinations under the Plan do not need to be uniform and may be made by it
selectively among persons who receive, or are eligible to receive Options under
the Plan (whether or not such persons are similarly situated). Subject to the
provisions of the Plan, Options may be granted upon such terms and conditions as
the Committee may prescribe.

         This Plan is intended to comply in all respects with Rule 16b-3 or its
successors promulgated under the Securities Exchange Act of 1934 ("1934 Act")
with respect to participants who are subject to Section 16 of the 1934 Act, and
any provision in this Plan with respect to such persons contrary to Rule 16b-3
shall be deemed null and void to the extent permissible by law and deemed
appropriate by the Committee.

V.       ELIGIBILITY FOR PARTICIPATION

         The Committee shall determine which employees and Directors shall be
eligible to participate in the Plan. Without limiting the generality of the
foregoing, Options may be awarded for reasons of performance, merit, promotion,
bonus or upon new employees joining the Company or any Affiliate.

         The Committee may grant to one or more such employees or Directors one
or more Options, and shall designate the number of shares to be optioned under
each Option so granted;


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provided, however, that no Options shall be granted after December 31, 2002. In
no event shall any employee be granted in any calendar year options to purchase
or receive more than 2,400,000 shares of the Company's Common Stock pursuant to
this Plan.

VI.      TERMS AND CONDITIONS OF OPTIONS

         No Option issued pursuant to this Plan shall be an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended. Each
Option shall be set forth in writing in an Option agreement, duly executed on
behalf of the Company and by the person to whom such Option is granted. No
Option shall be deemed to have been granted and no purported grant of any Option
shall be effective until such Option shall have been approved by the Committee.
The Committee may provide that Options be granted subject to such conditions as
the Committee may deem appropriate, including without limitation, subsequent
approval by the shareholders of the Company of this Plan or any amendments
thereto. Each such Option agreement shall be subject to at least the following
terms and conditions:

         A. Option Price: Except as otherwise determined by the Committee, the
Option price per share for Options granted under the Plan shall be equal to the
fair market value per share of Common Stock on the date of grant of the Option;
provided, however, that in no event shall the Option price be less than the par
value per share of Common Stock. Fair market value shall be the average of the
"high" and "low" sale prices as reported in the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") for the date of grant
of the Option or, if none, for the most recent trading date thirty (30) days or
less prior to the date of grant of the Option on which the Common Stock was
traded.

         B. Term of Option: Each Option shall terminate not more than ten (10)
years from the date of the grant thereof, or at such earlier or later time as
the Committee shall expressly resolve.

         C. Date of Exercise: The Committee may prescribe the date or dates on
which the Option becomes exercisable, and may provide that the Option rights
accrue or become exercisable in installments over a period of months or years,
or upon the attainment of stated goals. The Committee shall have the right to
accelerate the date of exercise of any installment of any Option.

         D. Cancellation and Repurchase Rights: The Committee may stipulate that
any Option which becomes exercisable shall be subject to cancellation or that
shares purchased upon the exercise of such Option shall be subject to repurchase
rights in favor of the Company. In such event the Committee shall determine the
date or dates, or event or events, upon which such cancellation or repurchase
rights shall become effective or shall lapse, as the case may be.

         E. Medium of Payment: The Option price shall be payable upon the
exercise of the Option. It shall be payable in cash, or, if permitted by the
Committee, in shares held by the Option holder for at least six months or other
consideration.


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         F. Termination of Employment: An Option holder who ceases (for any
reason other than death, total and permanent disability, Retirement or
termination of employment for cause) to be an employee or Director of the
Company or of an Affiliate may exercise any Option granted to the extent that
the right to purchase shares thereunder has accrued on the date of such
termination. Such Option shall be exercisable only within three (3) months after
such date of termination, or, if earlier, within the originally prescribed term
of the Option, unless the Committee shall authorize a different period.
Employment shall not be deemed terminated by reason of a transfer to another
employer which is the Company or an Affiliate. If any Option is not exercised
following the Option Holder's termination within the time specified, the Option
shall terminate and the shares covered by such Option shall revert to the Plan.

         An Option holder whose employment with the Company or an Affiliate is
terminated by his/her employer for cause or a Director who is removed from the
Board of Directors for cause shall forthwith upon such termination cease to have
any right to exercise any Option, and the Option shall terminate and the shares
covered by such option shall revert to the Plan. For purposes of this Plan,
termination "for cause" shall be deemed to include dishonesty with respect to
the employer, insubordination, substantial malfeasance or non-feasance of duty,
unauthorized disclosure of confidential information, and conduct substantially
prejudicial to the business of the Company or any Affiliate. The determination
of the Committee as to the existence of cause shall be conclusive.

         An Option holder to whom an Option has been granted under the Plan who
is absent from work with the Company or with an Affiliate because of temporary
disability, or who is on a permitted leave of absence for any purpose, shall
not, during the period of any such absence, be deemed by virtue of such absence
alone, to have terminated his employment with the Company or with an Affiliate
except as the Committee may otherwise expressly provide.

         G. Total and Permanent Disability: If an Option holder ceases to be an
employee or Director of the Company or of an Affiliate by reason of total and
permanent disability, as determined by the Committee, any Option held by him or
her on the date of disability shall be exercisable as to all or any part of the
shares subject to the Option, all of which shares shall be fully vested as of
the date of such disability. A disabled Option holder may exercise such Option
only within a period of one (1) year after the date as of which the Committee
determines that he or she became disabled or within such different period as may
be determined by the Committee, or, if earlier, within the originally prescribed
term of the Option. If any Option is not exercised following the Option Holder's
total and permanent disability within the time specified, the Option shall
terminate and the shares covered by such Option shall revert to the Plan.

         H. Death: If an Option holder dies while the Option holder is an
employee or Director of the Company or of an Affiliate, any Option held by him
or her at the date of death shall be exercisable as to all or any part of the
shares subject to the Option, all of which shares shall be fully vested as of
the date of the Option holder's death. A deceased Option holder's legal
representatives or one who acquires the Option by will or by the laws of descent
and distribution may exercise such Option only within a period of one (1) year
after the date of death or within such different period as may be determined by
the Committee, or, if earlier, within the originally


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prescribed term of the Option. If any Option is not exercised following the
Option Holder's death within the time specified, the Option shall terminate and
the shares covered by such Option shall revert to the Plan.

         I. Retirement: Unless otherwise provided by the Committee, immediately
upon an Option holder's Retirement, such individual's then unvested Options,
including those held by a permitted transferee of such individual, shall
automatically accelerate and become fully vested for fifty percent (50%) of the
number of shares covered by such unvested Options and for an additional ten
percent (10%) of the number of shares covered by such unvested Options for every
year of employment by the Company or any of its Affiliates beyond ten (10)
years, up to the remaining number of unvested Options. Upon Retirement, a
retired Option holder (or permitted transferee of such individual) may exercise
any then outstanding Options solely to the extent the right to purchase shares
has accrued or has been accelerated only within a period of one (1) year after
the date of Retirement or within such different period as may be determined by
the Committee, or, if earlier, within the originally prescribed term of the
Option. If any Option is not exercised following the Option Holder's Retirement
within the time specified, the Option shall terminate and the shares covered by
such Option shall revert to the Plan. For purposes of the Plan, the term
"Retirement" as to any employee or Director of the Company or any of its
Affiliates shall mean such person's leaving the employment of the Company and
its Affiliates after reaching age 55 with ten (10) years of service with the
Company or its Affiliates, but not including pursuant to any termination for
cause or pursuant to any termination for insufficient performance, as determined
by the Company.

         The provisions of this Section I shall be retroactive and shall apply
to all outstanding Options granted under the Plan, regardless of the date of
grant.

         J. Exercise of Option and Issue of Shares: Options shall be exercised
by giving written notice to the Company, addressed to the Company at the address
specified by the Company, with which the Option holder shall tender the Option
price. Such written notice shall be signed by the person exercising the Option,
shall state the number of shares with respect to which the Option is being
exercised, and shall contain any warranty required by Article VII of the Plan.
The issuance of the Option shares may be delayed by the Company if any law or
regulation requires the Company to take any action with respect to the Option
shares prior to the issuance thereof. Without limiting the generality of the
foregoing, nothing contained herein shall be deemed to require the Company to
issue any Option shares if prohibited by law or applicable regulation.

         The shares shall, upon issuance, be evidenced by an appropriate
certificate or certificates in respect of paid-up, non-assessable shares.

         K. Assignability and Transferability of Option: By its terms, an Option
granted to an Option holder shall not be transferable by such Option holder
other than (i) by will or by the laws of descent and distribution or (ii)
pursuant to a qualified domestic relations order, as defined by the Code or
Title 1 of the Employee Retirement Income Security Act or the rules thereunder,
or (iii) as otherwise determined by the Committee. The designation of a
beneficiary of an Option


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by an Option holder shall not be deemed a transfer prohibited by this paragraph.
Except as provided in the preceding sentence, an Option shall be exercisable,
during an Option holder's lifetime, only by the Option holder (or by his or her
legal representative) and shall not be assigned, pledged, or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation, or other disposition of any Option or of any rights
granted thereunder contrary to the provisions of this Paragraph, or the levy of
any attachment or similar process upon an Option or other such rights, shall be
null and void.

         L. Other Provisions: The Option agreements authorized under the Plan
shall be subject to such other terms and conditions, including, without
limitation, restrictions upon the exercise of the Option, as the Committee shall
deem advisable.

         M. Non-Employee, Non-Scientific Board Directors' Options: Each Director
who is not (i) an employee of the Company or any of its Affiliates, or (ii) a
member of the Scientific Board of the Company, or (iii) elected pursuant to an
agreement or arrangement between shareholders of the Company or between the
Company and its shareholders, upon first being appointed or elected to the Board
of Directors, and upon every third anniversary thereof, shall be granted an
Option to purchase 30,000 shares of Common Stock. Each such Option shall have an
exercise price equal to the fair market value per share of Common Stock on the
date of grant, as determined under Section VI.A. above, and a term of ten (10)
years, and shall be exercisable as to one-third (1/3) of the shares subject
thereto upon completion of one full year of service on the Board of Directors
after the date of grant, and as to an additional one-third (1/3) upon completion
of each full year of service thereafter. For any such Director serving in office
on December 6, 1991, the first such Option shall be granted on the date on which
the most recent Option previously granted to him, the vesting of which is
contingent upon continued service on the Board of Directors, becomes fully
vested, and subsequent Options under this Paragraph shall be granted on every
third anniversary of such date. Notwithstanding the provision of Section XI
concerning amendment of the Plan, the provisions of this Section VI.M. shall not
be amended more than once every six months, other than to comport with changes
in the Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act, or the rules thereunder. The grants of options under this
Paragraph M are intended to be non-discretionary formula awards within the
meaning of Rule 16b-3(c)(2)(ii). Paragraph F of Article VI, which cancels the
Options of any Participant determined by the Committee to have been terminated
for cause, shall not apply to the awards under this Paragraph M.

         N. Tax Withholding: In the event that any federal, state, or local
income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.")
withholdings or other amounts are required by applicable law or governmental
regulation to be withheld from the Option holder's salary in connection with the
exercise of an Option, the Option holder shall advance in cash to the Company,
or to any Affiliate of the Company which employs or employed the Option holder,
the amount of such withholdings unless a different withholding arrangement,
including the use of shares of the Company's Common Stock, is authorized by the
Committee (and permitted by law), provided, however, that with respect to
persons subject to Section 16 of the 1934 Act, any such withholding arrangement
involving use of shares shall be in compliance


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with any applicable provisions of Rule 16b-3 promulgated under Section 16 of the
1934 Act. If the Committee allows withholding through use of shares, it shall be
only to the statutory minimum amount. For purposes hereof, the fair market value
of the shares withheld for purposes of payroll withholding shall be determined
in the manner provided in Section VI.A. above, as of the date of exercise. If
the fair market value of the shares withheld is less than the amount of payroll
withholdings required, the Option holder may be required to advance the
difference in cash to the Company or the Affiliate employer.

         O. Reload Options: The Committee may authorize reload options ("Reload
Options") to purchase for cash or shares a number of shares of Common Stock. The
number of Reload Options shall equal (i) the number of shares of Common Stock
used to exercise the underlying Options and (ii) to the extent authorized by the
Committee, the number of shares of Common Stock used to satisfy any tax
withholding requirement incident to the exercise of the underlying Options. The
grant of a Reload Option will become effective upon the exercise of underlying
Options through the use of shares of Common Stock held by the optionee for at
least 6 months. Reload Options must be evidenced in Option agreements or
amendments to those agreements. The Option price per share of Common Stock
deliverable upon the exercise of a Reload Option shall be the fair market value
of a share of Common Stock on the date the grant of the Reload Option becomes
effective. The term of each Reload Option shall be equal to the remaining option
term of the underlying Option. No additional Reload Options shall be granted to
Option holders when Options and/or Reload Options are exercised pursuant to the
terms of this Plan following termination of the Option holder's employment or on
account of death or total and permanent disability. All other provisions of this
Plan with respect to Options shall apply equally to Reload Options.

         P. Rights as a Shareholder: No Option holder shall have rights as a
shareholder with respect to any shares covered by such Option except as to such
shares as have been registered in the Company's share register in the name of
such person upon the due exercise of the Option.

         Q.Effect of Corporate Transaction: In the event of a Corporate
Transaction, the Committee shall, prior to the effective date of the Corporate
Transaction, as to each outstanding Option under the Plan either (i) make
appropriate provisions for the Options to be assumed by the successor
corporation or its parent or be replaced with a comparable options to purchase
shares of the capital stock of the successor corporation or its parent; or (ii)
upon written notice to the Option holders provide that all Options must be
exercised and the Plan will terminate (all Options having been made fully
exercisable as set forth below in this Section Q); or (iii) terminate all
Options in exchange for a cash payment equal to the excess of the then fair
market value of the shares subject to such Options (all Options having been made
fully exercisable as set forth below in this Section Q) over the Option price
thereof. The determination of comparability under this Section shall be made by
the Committee and its determination shall be final, binding and conclusive.

         Each outstanding Option under the Plan which is assumed in connection
with a Corporate Transaction or is otherwise to continue in effect shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities


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which would have been issued, in consummation of such Corporate Transaction, to
an actual holder of the same number of shares of Common Stock as are subject to
such Option immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to the Option price payable per share, provided
the aggregate Option price payable for such securities shall remain the same. In
addition, the class and number of securities available for issuance under the
Plan on both an aggregate and per participant basis shall be appropriately
adjusted to reflect the effect of the Corporate Transaction upon the Company's
capital structure.

         If at any time within two (2) years of the effective date of a
Corporate Transaction there is an Involuntary Employment Action with respect to
any Designated Employee, each then outstanding Option assumed or replaced under
this Section and held by such Designated Employee (or a permitted transferee of
such person) shall, upon the occurrence of such Involuntary Employment Action,
automatically accelerate so that each such Option shall immediately become
exercisable for the total number of shares of Common Stock at the time subject
to such Option, as assumed or replaced, and may be exercised for all or any
portion of those shares to the extent not previously exercised. Upon the
occurrence of an Involuntary Employment Action with respect to a Designated
Employee, any outstanding Options held by such Designated Employee (and his or
her permitted transferees) shall be exercisable only within one (1) year of the
Involuntary Employment Action or, if earlier, within the originally prescribed
term of the Option. An "Involuntary Employment Action" as to any Designated
Employee shall mean the involuntary termination of the Designated Employee's
employment with the Company or an Affiliate other than "for cause", as defined
in Article II, or the termination by the Designated Employee of his or her
employment with the Company and its Affiliates upon the occurrence, without the
Option holder's express written consent, of any of the following circumstances
unless such circumstances are corrected (provided such circumstances are capable
of correction): (i) any adverse and material alteration and diminution in the
Option holder's position, title or responsibilities (other than a mere change in
title or reporting relationship) as they existed immediately prior to the
Corporate Transaction or as the same may be increased from time to time
thereafter, (ii) a reduction of the Option holder's annual base salary or
targeted bonus opportunity, in each case as in effect on the date prior to the
Corporate Transaction or as the same may be increased from time to time
thereafter, or (iii) relocation of the offices at which the Option holder is
employed which increases the Option holder's daily commute by more than 100
miles on a round trip basis.

         In the event the Company terminates this Plan or elects to cash out the
Options in accordance with clauses (ii) and (iii) of the first paragraph of this
Section Q, then the exercisability of each Option outstanding under this Plan
shall be automatically accelerated so that each such Option shall immediately
prior to such Corporate Transaction, become exercisable for the full number of
shares purchasable under such Option to the extent not previously exercised and
may be exercised prior to such Corporate Transaction for all or any portion of
such shares. The Committee shall, in its discretion, determine the timing and
mechanics required to implement the foregoing sentence.

         R. Acceleration Upon Corporate Change in Control: In the event of any
of a Corporate Change in Control then the exercisability of each Option
outstanding under this Plan


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shall be automatically accelerated so that each such Option shall immediately
prior to such Corporate Change in Control, become exercisable for the full
number of shares purchasable under such Option to the extent not previously
exercised and may be exercised for all or any portion of such shares consistent
with Section VIII within the originally prescribed term of the Option . The
Committee shall, in its discretion, determine the timing and mechanics required
to implement the foregoing sentence. However, an outstanding Option under this
Plan shall not be accelerated under this Section if and to the extent one or
more limitations imposed by the Committee at the time of grant preclude such
acceleration upon a Corporate Change in Control.

         S. The provisions of Sections Q and R shall be retroactive and shall
apply to all Options granted under the Plan, regardless of the date of grant.

         T. The grant of Options 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.


VII.     PURCHASE FOR INVESTMENT

         If and to the extent that the issuance of shares pursuant to the
exercise of Options is deemed by the Company to be subject to the United States
Securities Act of 1933, as now in force or hereafter amended ("1933 Act"), or to
the securities law of any other jurisdiction, the Company shall be under no
obligation to issue shares covered by such exercise unless the person or persons
who exercises or who exercise such Option shall make such warranty or take such
action as may be required by any applicable securities law of any applicable
jurisdiction and shall, in the case of the applicability of the 1933 Act, in the
absence of an effective registration under such Act with respect to such shares,
warrant to the Company, at the time of such exercise, that such person is or
that they are acquiring the shares to be issued to such person or to them,
pursuant to such exercise of the Option, for investment and not with a view to,
or for sale in connection with, the distribution of any such shares; and in such
events the person or persons acquiring such shares shall be bound by the
provisions of a legend endorsed upon any share certificates expressing the
requirements of any applicable non-United States securities law, or, in cases
deemed governed by the 1933 Act, substantially the following legend, which shall
be endorsed upon the certificate or certificates evidencing the shares issued by
the Company pursuant to such exercise:

         "The shares have not been registered under the securities laws of any
         country, including the United States Securities Act of 1933, as
         amended, and the Company may refuse to permit the sale or transfer of
         all or any of the shares until (1) the Company has received an opinion
         of Counsel satisfactory to the Company that any such transfer is exempt
         from registration under all applicable securities laws or (2) in the
         case of sales or transfers to which the United States Securities Act of
         1933 is applicable, unless a registration statement with respect to
         such shares shall be effective under such Act, as amended."


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Without limiting the generality of the foregoing, the Company may delay issuance
of the shares until completion of any action or obtaining of any consent which
the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

VIII.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         In the event that the outstanding Common Stock, $.01 par value, of the
Company is changed into or exchanged for a different number or kind of shares or
other securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification,
change in par value, stock split-up, combination of shares or dividend payable
in capital stock, or the like except in a Corporate Transaction for which such
adjustments are set forth in Article VI Q, appropriate adjustment shall be made
in the number and kind of shares for the purchase of which Options may be
granted under the Plan, including Options to be granted pursuant to Article VI M
hereof, and, in addition, appropriate adjustment shall be made in the number and
kind of shares and in the Option price per share subject to outstanding Options
so that each Option holder shall be in a position equivalent to the position the
Option holder would have been in had the Option holder exercised the Options
immediately prior to the applicable event.

IX.      DISSOLUTION OR LIQUIDATION OF THE COMPANY

         Upon the dissolution or liquidation of the Company other than in
connection with transactions to which the preceding Article VIII is applicable,
all Options granted hereunder shall terminate and become null and void;
provided, however, that if the rights hereunder of an Option holder or one who
acquired an Option by will or by the laws of descent and distribution have not
otherwise terminated and expired, the Option holder or such person shall have
the right immediately prior to such dissolution or liquidation to exercise any
Option granted hereunder to the extent that the right to purchase shares
thereunder has accrued as of the date of exercise immediately prior to such
dissolution or liquidation.

X.       TERMINATION OF THE PLAN

         Unless the Committee shall decide to reduce or, subject to shareholder
approval, if required under Article XI, to extend the duration of the Plan, the
Plan shall terminate on December 31, 2002. Termination of the Plan shall not
affect any Options granted or any Option agreements executed prior to the
effective date of termination.


XI.      AMENDMENT OF THE PLAN

         The Plan may be amended by the Committee or the Board of Directors of
the Company provided, however, that if the scope of any amendment is such as to
require shareholder approval in order to comply with Rule 16b-3 under the 1934
Act such amendment shall require approval by the shareholders. Any amendment
shall not affect any Options theretofore granted and any


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Option agreements theretofore executed by the Company and any Option holder
unless such amendment shall expressly so provide. No amendment shall adversely
affect any Option holder with respect to an outstanding Option without the
written consent of such Option holder. With the consent of the Option holder
affected, the Committee may amend any outstanding Option agreement in a manner
not inconsistent with the Plan, including, without limitation, to accelerate the
date of exercise of any installment of any Option.

XII.     EMPLOYMENT RELATIONSHIP

         Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating the employment of any employee, nor to prevent any
employee from terminating his/her employment with the Company or an Affiliate.

XIII.    EFFECTIVE DATE

         This Plan first became effective on January 2, 1985.


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