BENTLEY PHARMACEUTICALS, INC.
                              AMENDED AND RESTATED
                             1991 STOCK OPTION PLAN

1.         PURPOSES OF THE PLAN AND TYPES OF OPTIONS

           (a) The  purposes of this Stock  Option Plan (the  "Plan") of Bentley
Pharmaceuticals,  Inc., a Florida  corporation (the  "Corporation"),  are (i) to
make available shares of the Common Stock, par value $.02 per share (the "Common
Stock"),  of the  Corporation  for purchase on favorable terms by such employees
(including  officers) of the  Corporation  or its  subsidiaries  as the Board of
Directors of the Corporation (the "Board"),  or a committee thereof  constituted
for the  purpose,  may from  time to time  determine,  and thus to  promote  the
interests of the Corporation by attracting and retaining  executive,  management
and other  personnel  of  outstanding  ability by  enabling  such  personnel  to
participate in the long-term  growth and financial  success of the  Corporation,
and (ii) to attract and retain the  services of  experienced  and  knowledgeable
non-employee  directors ("Outside Directors") of the Corporation for the benefit
of the Corporation and its Stockholders and to provide additional  incentive for
such  Outside  Directors  to  continue  to work  for the best  interests  of the
Corporation  and its  Stockholders  through  continuing  ownership of its Common
Stock.

           (b)  Stock  options  granted  under  the  Plan  may be of two  types,
incentive  stock options  ("Incentive  Stock Options") and  non-qualified  stock
options.  It is intended that  Incentive  Stock  Options  granted under the Plan
shall constitute "incentive stock options" within the meaning of Section  422(b)
of the Internal  Revenue Code of 1986 as now in effect or as later  amended (the
"Code") and shall be subject to the tax  treatment  described  in Section 421 of
the Code.

2.         STOCK SUBJECT TO THE PLAN

           Subject to the  provisions  of Article 10, the total number of shares
of Common Stock which may be subject to options  under the Plan shall not exceed
500,000.  Such shares may, in the  discretion  of the Board of the  Corporation,
consist of either in whole or in part of  authorized  but  unissued  shares,  or
shares which shall have been purchased or acquired by the  Corporation  for this
or any other  purpose.  In the event any  option  granted  under the Plan  shall
expire,  be cancelled or terminate for any reason  without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, the
unpurchased  shares  subject  thereto  shall be available for the purpose of the
Plan.

3.         ADMINISTRATION OF THE PLAN

           (a) The Plan shall be  administered by the Board which, to the extent
it shall determine,  may delegate its powers with respect to the  administration
of the Plan


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to a committee (the "Committee") appointed by the Board and composed of not less
than two  directors  (or such greater  number as required by law),  each of whom
shall be a  "Non-Employee  Director"  under  Rule 16b-3 or any successor rule or
regulation  promulgated  under the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"). References hereinafter to determinations or actions by the
Committee shall be deemed to include  determinations and actions by the Board. A
majority of the members of the Committee shall constitute a quorum, and the acts
of a  majority  of the  members  present  at any  meeting  at which a quorum  is
present,  and any acts  approved  in writing by all  members  without a meeting,
shall be the acts of the Committee.

           (b) The Committee shall  determine,  within the limits of the express
provisions of the Plan, the individuals to whom, and the time or times at which,
options shall be granted, the number of shares to be subject to each option, the
duration of each option,  the option  price under each  option,  and the time or
times  within  which  (during  the term of the  option)  all or portions of each
option may be exercised.  In making such determinations,  the Committee may take
into  account the nature of the  services  rendered by such  individuals,  their
present and potential  contributions to the Corporation's success and such other
factors as the Committee in its discretion shall deem relevant.

           (c) The Committee, in its sole discretion shall determine whether and
to what extent  options under the Plan shall be  designated  as Incentive  Stock
Options.

           (d) Each  individual  to whom an option is granted shall enter into a
written  Agreement with the  Corporation,  dated the date the option is granted,
setting  forth the terms and  conditions  of the option  granted  to him,  which
agreement shall contain such terms and conditions,  consistent with the Plan, as
the Committee shall approve.

           (e) Subject to the express  provisions of the Plan, the Committee may
interpret  the Plan;  correct any defect,  supply any omission or reconcile  any
inconsistency  in the Plan;  prescribe,  amend and rescind rules and regulations
relating  to the Plan;  determine  the terms and  provisions  of the  respective
option   agreements   (which  need  not  be  identical);   and  make  all  other
determinations necessary or advisable for the administration of the Plan.

           (f) The  determination of the Committee on the matters referred to in
this Article 3 shall be conclusive.

4.         ELIGIBILITY

           (a) Subject to the  provisions  of  paragraph  (b) of this Article 4,
options may be granted  only to persons who are  employees  (which term shall be
deemed to include officers) of the Corporation or of any subsidiary  corporation
of the Corporation  (such  subsidiary  corporation  being  hereinafter  called a
"Subsidiary"). An employee who has been granted an option or options at any time
may be granted an  additional  option or options at a later time or times if the
Committee shall so determine.

           (b) Options may be granted to Outside Directors,  subject to the same
terms and conditions


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as options granted to employees,  except that clauses (a) through (c) of Article
9 and Article 11 shall not apply in any event.

           (c) No Incentive  Stock Option may be granted  under the Plan if such
grant, together with any other applicable grant of Incentive Stock Options under
the Plan or any other  plan of the  Corporation  (and any  parent or  subsidiary
corporation  within the  meaning of  Section  424(e) and (f) of the Code)  would
exceed any  applicable  maximum  established  under  Section 422 of the Code for
incentive stock options. The aggregate fair market value (determined at the time
the option is granted) of the shares as to which  Incentive Stock Options may be
granted  under the Plan or any other  plan of the  Corporation,  (and any parent
corporation or subsidiary  corporation  within the meaning of Section 424(e) and
(f) of the Code)  which are  exercisable  for the  first  time by such  employee
during any calendar year shall not exceed  $100.000.  If an option granted under
the Plan exceeds such  limitations,  such option,  to the extent of such excess,
shall be a separate non-qualified option.

5.         OPTION PRICE

           The  price at which  shares  of the  Common  Stock  may be  purchased
pursuant  to options  granted  under the Plan shall be not less than 100% of the
fair market  value of the Common  Stock on the date an option is granted.  If an
optionee owns (or is deemed to own under  applicable  provisions of the Code and
rules and  regulations  promulgated  thereunder)  more than 10% of the  combined
voting  power of all classes of the stock of the  Corporation  (or any parent or
subsidiary  corporation within the meaning of Section 424(e) or (f) of the Code)
and an option  granted to such  optionee is intended to qualify as an  Incentive
Stock  Option,  the option  price  shall be no less than 110% of the fair market
value of the Common  Stock on the date the option is  granted.  The fair  market
value of the Common  Stock on any day shall be the mean  between the highest and
the lowest quoted  selling prices of the Common Stock on such day as reported by
any national  securities exchange that the Common Stock is listed on or the mean
between the highest bid and lowest ask prices of the Common Stock on such day as
reported by the National  Association of Securities Dealers Automated  Quotation
System  ("NASDAQ").  If fair market value cannot be  calculated  on such date on
either of the  foregoing  bases,  fair market  value will be  determined  by the
Committee.  However,  with respect to Incentive Stock Options, fair market value
may be  computed  in any  manner  required  or  permitted  by the  Code  and the
regulations promulgated thereunder. The date on which the Committee approves the
granting  of an option  shall be  considered  the date on which  such  option is
granted.  Notwithstanding  the foregoing,  no option may be granted at an option
price  that is less  than the  book  value  per  share  of the  Common  Stock as
determined  from  the  balance  sheet  of the  Corporation  as of the end of the
quarter  immediately  preceding the date of grant (unaudited for the first three
quarters of the fiscal year and audited for the last quarter).



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6.         TERM OF EACH OPTION

           The term of each  option  shall be for such  period as the  Committee
shall  determine,  but not more  than ten  years  from the date of the  granting
thereof,  or such shorter  period as is  prescribed in Articles 9 and 11 hereof,
provided that an option  intended to qualify as an Incentive  Stock Option shall
have a term of not more than ten years, and further provided that if an optionee
owns (or is deemed to own under applicable  provisions of the Code and rules and
regulations  promulgated  thereunder) more than 10% of the combined voting power
of all  classes of the stock of the  Corporation  (or any  parent or  subsidiary
corporation  within the  meaning  of Section  424(e) and (f) of the Code) and an
option  granted to such  optionee is intended to qualify as an  Incentive  Stock
Option,  the term of such option  shall be no more than five years.  The term of
each option granted to an Outside  Director shall be ten years,  or such shorter
period as is prescribed in Article 9 hereof.

7.         EXERCISE OF OPTIONS

           (a) Subject to the  provisions of Article 9, no option  granted under
the  Plan  shall  be  exercisable  for one year  after  the date it is  granted.
Thereafter,  an option shall become  exercisable on such terms and at such times
as the Committee  shall  determine.  An option holder  purchasing  less than the
number of shares  available to him in any year under the option may purchase any
such  unpurchased  shares in any subsequent  year of the option term. The option
shall not be  exercisable  at any time in an amount less than 100 shares (or the
remaining  shares then covered by and purchasable  under the option if less than
100  shares).  The option  may not be  exercised  in respect of a fraction  of a
share.

           (b) The  purchase  price of the shares as to which an option shall be
exercised plus any required Federal income tax or other withholding amount shall
be paid in full at the time of exercise by one or more of the following methods,
as  determined  by the  Committee:  (i) in cash or by certified  check,  (ii) by
transferring to the Corporation  previously  acquired shares of the Common Stock
having an aggregate  fair market value equal to the  aggregate  option  exercise
price  of all  options  being  exercised  and/or  (iii) by  transferring  to the
Corporation  previously  acquired shares of the Common Stock having an aggregate
fair market value less than the aggregate  option  exercise price of all options
being  exercised  and cash or certified  check for the balance of the  aggregate
option exercise price of all options being  exercised.  The fair market value of
the shares so transferred to the  Corporation  shall be determined in accordance
with the methods  described  in Article 5, but as of the date of exercise of the
option.  The Corporation shall not be required to deliver  certificates for such
shares until such payment has been made.

8.         NON-TRANSFERABILITY OF OPTIONS

           Except as  provided in Article 9, no option may be  exercised  at any
time unless the holder  thereof is then an employee of the  Corporation  or of a
Subsidiary,  an Outside Director or a Director Emeritus (as that term is defined
in paragraph (g) of Article 9), as the case may be. No option  granted under the
Plan shall be transferable otherwise than by will or by the laws of descent and



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distribution,  and an option may be exercised, during the lifetime of the holder
thereof, only by him or by his guardian or legal representative.

9.         TERMINATION OF EMPLOYMENT OR SERVICE ON THE BOARD OF DIRECTORS

           (a) In the event that the employment of an employee to whom an option
has been granted under the Plan shall be terminated (otherwise than by reason of
death, disability or retirement),  such option may, subject to the provisions of
Article 11 hereof, be exercised (to the extent that the employee was entitled to
do so at the  termination  of his  employment)  at any time within  three months
after such  termination  but not  thereafter,  and in no event after the date on
which,  except for such  termination of employment,  the option would  otherwise
expire;  provided,  however,  that if the Corporation  terminates the employee's
employment  within  a  three-year  period  after  a  change  in  control  of the
Corporation (as defined in paragraph (g) of this Article 9), the employee during
such three-month  period after  termination (but not after the date on which the
option would  otherwise  expire) may  exercise all or any part of the  remaining
unexercised  portion of the option  notwithstanding  that the option had not yet
become  exercisable  with  respect to all or part of such  shares at the date of
termination.

           (b) In the event that the employment of an employee to whom an option
has been granted  under the Plan shall be terminated by disability or retirement
(as those terms are defined in paragraph  (g) of this Article 9), the  remaining
unexercised   portion  of  the  option  may  be   exercised   by  the   employee
(notwithstanding  that the option had not yet become exercisable with respect to
all or part of such shares at the date of termination) at any time within twelve
months  after such  termination  but not  thereafter  (except  that an  optionee
holding  Incentive  Stock  Option  cannot  exercise  such option more than three
months after  termination  of his employment  unless he was disabled  within the
meaning of Section  22(e)(3)  of the  Code),  and in no event  after the date on
which,  except for such  termination of employment,  the option would  otherwise
expire.

           (c) If an employee to whom an option has been granted  under the Plan
shall die while he is employed by the  Corporation or a Subsidiary or during the
period following  termination of employment in which the employee had a right to
exercise  the option under  paragraph  (a) or (b) of this Article 9, such option
may be exercised (i) in the case of death while employed,  as to all or any part
of the remaining  unexercised  portion of the option,  notwithstanding  that the
option  had not yet  become  exercisable  with  respect to all or a part of such
shares at the date of death,  or (ii) in the case of death after  termination of
employment, to the extent that the employee was entitled to do so at the date of
his death giving  effect to the  provisions  of  paragraphs  (a) and (b) of this
Article 9, in either  case by a legatee or  legatees  of such  option  under the
employee's last will, or by his personal representatives or distributees, at any
time within such period,  not exceeding  twelve months after his death, as shall
be prescribed in the option agreement,  but in no event after the date on which,
except for such death, the option would otherwise expire.

           (d) In the event that an Outside  Director to whom an option has been
granted  under the Plan  shall  cease to serve on the Board,  otherwise  than by
reason of death or disability


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<PAGE>



(as that term is defined in  paragraph  (g) of this  Article 9),  without  being
designated  as a Director  Emeritus (as that term is defined in paragraph (g) of
this  Article  9), or if a Director  Emeritus  shall cease to retain such status
(otherwise than by reason of death or disability),  such option may be exercised
(to the extent that the Outside  Director or the Director  Emeritus was entitled
to do so at the time of cessation of service or termination  of status),  at any
time within  three  months after such  cessation  of service or  termination  of
status but not thereafter,  and in no event after the date on which,  except for
such cessation of service or termination of status,  the option would  otherwise
expire;  provided,  however, that if the Outside Director's cessation of service
is the result of his removal or failure to be nominated for  re-election  to the
Board,  or if the  termination of the Director  Emeritus  status occurs,  within
three  years  after a change  in  control  of the  Corporation  (as  defined  in
paragraph  (g) of this  Article  9), the Outside  Director or Director  Emeritus
during such three month period  after  cessation  of service or  termination  of
status may exercise all or any part of the remaining  unexercised portion of the
option  notwithstanding  that the  option had not yet  become  exercisable  with
respect  to all or part of such  shares at the date of  cessation  of service or
termination  of status.  Except  hereinabove  provided,  in the event an Outside
Director to whom an option has been granted  under the Plan shall cease to serve
on the Board but shall have been designated as a Director  Emeritus,  his option
shall continue to be exercisable as though such Director  Emeritus  continued to
serve as an Outside Director.

           (e) In the event that an Outside  Director to whom an option has been
granted  under the Plan shall cease on the Board by reason of  disability  or he
shall  become  disabled  (as such  terms are  defined in  paragraph  (g) of this
Article  9) while  holding  the  status  of  Director  Emeritus,  the  remaining
unexercised  portion of the option may be exercised  by the Outside  Director or
Director  Emeritus   (notwithstanding   that  the  option  had  not  yet  become
exercisable  with  respect  to all or  part  of  such  shares  at  the  date  of
disability)  at any time within  twelve  months  after such  disability  but not
thereafter, and in no event after the date on which, except for such disability,
the option would otherwise expire.

           (f) If an Outside  Director to whom an option has been granted  under
the Plan  shall die (i) when he is  serving  on the Board or while  holding  the
status of Director  Emeritus,  or (ii) within three  months  after  cessation of
service  on  the  Board  without  the  status  of  Director  Emeritus  or  after
termination  of Director  Emeritus  status,  or (iii) within twelve months after
cessation  of service on the Board or after  termination  of  Director  Emeritus
status by reason of  disability,  such option may be exercise (x) in the case of
death  while  serving  on the Board or while  holding  the  status  of  Director
Emeritus,  as to all or any part of the  remaining  unexercised  portion  of the
option,  notwithstanding  that the option had not yet  become  exercisable  with
respect to all or part of such  shares at the date of death,  or (y) in the case
of death after  cessation of service on the Board without the status of Director
Emeritus  or after  termination  of  Director  Emeritus  status  or death  after
termination  of such  service or status by reason of  disability,  to the extent
that the Outside Director or Director Emeritus was entitled to do so at the date
of his death giving effect to the  provisions of paragraphs  (d) and (e) of this
Article  9, in each case by a  legatee  or  legatees  of such  option  under the
Outside  Director's  or  Director  Emeritus'  last  will,  or  by  his  personal
representatives  or  distributees,  at any time within  twelve months after this
death, but in


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no event  after the date on which,  except  for such  death,  the  option  would
otherwise expire.

           (g) For the  purpose  of this  Article  9,  "retirement"  shall  mean
retirement no earlier than the normal  retirement age pursuant to any pension or
retirement plan of the  Corporation or a Subsidiary;  "disability" or "disabled"
shall  mean  permanent  mental  or  physical  disability  as  determined  by the
Committee subject,  in the case of Incentive Stock Options,  to the requirements
of Section  22(e)(3)  of the Code;  "Director  Emeritus"  shall mean an honorary
title  granted by majority  vote of the members of the Board then  serving;  and
"change  in  control  of the  Corporation"  shall  mean any  acquisition  by any
corporation,  person  or  entity,  of  the  beneficial  ownership,  directly  or
indirectly,  of voting stock of the Corporation  resulting in such  corporation,
person or entity  owning,  directly  or  indirectly,  50% or more of such voting
stock.  For the purpose of the foregoing  definition of change in control of the
Corporation,  any corporation,  person or other entity shall be deemed to be the
beneficial  owner of any shares of voting stock of the  Corporation (i) which it
has the  right to  acquire,  hold or vote  pursuant  to any  agreement,  or upon
exercise of conversion rights,  warrants or options, or otherwise, or (ii) which
are beneficially  owned,  directly or indirectly  (including shares deemed owned
through  application of clause (i) above), by any other  corporation,  person or
entity (A) with which it or its  "affiliate" or "associate"  (as those terms are
defined in Rule 12b-2 of the General Rules and Regulations  under the Securities
Exchange  Act of 1934 as in  effect  on  August  24,  1978)  has any  agreement,
arrangement or understanding  for the purpose of acquiring,  holding,  voting or
disposing of voting stock of the Corporation, or (B) which is its "affiliate" or
"associate".  In computing the aforesaid  percentage,  the outstanding shares of
voting stock of the  Corporation  shall  include  shares  deemed  owned  through
application of clauses (i) and (ii) but shall not include any other shares which
may be  issuable  pursuant to any  agreement,  or upon  exercise  of  conversion
rights, warrants or options or otherwise.

           (h) Options granted under the Plan to employees shall not be affected
by any change of employment so long as the holder continues to be an employee of
the  Corporation  or a Subsidiary.  Nothing in the Plan or in any option granted
under the Plan  shall  confer on any  individual  any right to  continue  in the
employ of the  Corporation  or a Subsidiary  or limit or restrict in any way the
right of the  Corporation  or any  Subsidiary to terminate his employment at any
time for any reason whatsoever.

10.        ADJUSTMENT OF AND CHANGES IN COMMON STOCK

           Notwithstanding   any  other  provisions  of  the  Plan,  the  option
agreements  may  contain  such  provisions  as the Board shall  determine  to be
appropriate  for the  adjustment of the number of shares of Common Stock subject
to each outstanding option, the option prices and the number of shares which may
be  exercised  in any one year in the event of changes  in the  Common  Stock by
reason of any stock dividend,  stock split-up,  stock  combination,  exchange of
shares,  recapitalization,  merger,  consolidation,  acquisition  of property or
stock, separation, reorganization or liquidation and the like; and, in the event
of any such change in the Common Stock, the aggregate number of shares available
under the Plan shall be  appropriately  adjusted by the Board or the  Committee,
whose determination shall be conclusive.



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11.        EMPLOYEE'S AGREEMENT TO SERVE

           Each employee receiving an option,  shall as one of the conditions of
receiving  such option,  and as an inducement to the  Corporation  to grant such
option to him, agree that he will remain in the employ of the Corporation,  or a
Subsidiary,  for a period  of at  least  one year  from the date the  option  is
granted to him, and that he will, during such employment,  serve the Corporation
or such  Subsidiary  in good  faith  and use his best  efforts  at all  times to
promote its  interests.  Except as  otherwise  provided  in a written  agreement
between the  Corporation or such  Subsidiary and such employee,  such employment
shall be at the pleasure of the  Corporation or such  Subsidiary and shall be at
such rate of base  compensation  as the  Corporation  or such  Subsidiary  shall
determine  from time to time.  If, during such one-year  period,  the employee's
employment shall be terminated by the Corporation  (otherwise than a termination
within a  three-year  period  after a change in  control of the  Corporation  as
defined in Article 9) or he shall  terminate his  employment,  otherwise than by
death, disability,  retirement (as these terms are defined in Article 9) or with
the  consent  or  approval  of the  Corporation  or such  Subsidiary,  or  shall
otherwise  violate the  provisions of the agreement  referred to in this Article
11,  the  option or  options  then held by him shall  forthwith  terminate.  The
provisions of this Article 11 shall be incorporated  in the option  agreement to
be executed  and  delivered by the  Corporation  and the  individual  to whom an
option is to be granted.

12.        COMPLIANCE WITH SECURITIES LAWS

           The Committee may, in their discretion, require as a condition to the
exercise of any option that the shares  reserved  for issue upon the exercise of
the option shall have been duly listed, upon official notice of issuance, by the
American  Stock  Exchange or by such other  securities  exchange upon which such
shares are then listed,  and either that (a) a Registration  Statement under the
Securities Act of 1933, as amended,  or any succeeding act, with respect to such
shares is  effective  at the time of such  exercise or (b) there is an exemption
from registration under such Act for the issuance of shares of Common Stock upon
such exercise.

13.        AMENDMENT AND TERMINATION OF THE PLAN

           The Board,  without further  approval of the Company's  stockholders,
may at any time suspend or terminate  the Plan, in whole or in part, or amend it
from time to time in such respects as it may deem advisable,  including, without
limitation,  to comply with the provisions of Rule 16b-3  promulgated  under the
Exchange Act and to conform to any change in applicable law or to regulations or
rulings of administrative agencies;  provided,  however, that no amendment shall
be effective  without the  requisite  prior or subsequent  Stockholder  approval
which  would (a) change  the class of  eligible  participants  as  described  in
Article 4 hereof;  (b)  increase  the total number of shares of Common Stock for
which  options  may be granted  under the Plan  except as provided in Article 10
hereof;  (c) extend the term of the Plan or the maximum  option period  provided
under the Plan;  (d)  decrease the minimum  option  price  provided in Article 5
hereof or (e) materially  increase the benefits  accruing to participants  under
the Plan.  No options may be granted  under the Plan after  September  30, 2001,
though  options  outstanding  on  such  date  shall  not  be  affected  by  such
termination.


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<PAGE>


           Notwithstanding the foregoing,  the Board is expressly  authorized to
further  amend the Plan or any  portion  thereof  and/or to amend or direct  the
Committee  to amend the terms of any option  granted  under the Plan in order to
quality any previously granted option and/or any subsequently  granted option as
an Incentive Stock Option under Section 422 of the Code.

14.        DUTIES OF THE CORPORATION

           The  Corporation  shall at all times  during the term of each  option
reserve and keep  available  for  issuance or delivery  such number of shares of
Common Stock as will be sufficient to satisfy the requirements of all options at
the time outstanding,  shall pay all original issue taxes or transfer taxes with
respect to the  issuance or delivery of shares  pursuant to the exercise of such
options and all other fees and expenses  necessarily incurred by the Corporation
in  connection  therewith,  except  for  required  Federal  income  tax or other
withholding amount.

15.        EFFECTIVE DATE OF PLAN

           The Plan is  subject  to  approval  at the  1991  Annual  Meeting  of
Stockholders  of the Corporation by the vote of the holders of a majority of the
votes present in person or by proxy at such meeting. If approved, the Plan shall
be effective as of September 30, 1991, the date of its adoption by the Board. If
the Plan is not so approved, any options granted under the Plan will be void and
of no further effect,  and the Plan shall terminate.  Any other provision of the
Plan to the contrary  notwithstanding,  no options granted under the Plan may be
exercised  until after such  stockholder  approval,  and if such approval is not
obtained, such options shall be null and void.


                                       A-9