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                                                                     EXHIBIT 4.4

                             AMENDED AND RESTATED
                           PATHOGENESIS CORPORATION
                            1997 STOCK OPTION PLAN
                      (As amended through April 1, 1998)

     SECTION 1. Purpose.  The purpose of the PathoGenesis Corporation 1997 Stock
Option Plan (this "Plan") is to provide a means whereby selected employees,
officers, directors, agents, consultants and independent contractors of
PathoGenesis Corporation (the "Company") or of any parent or subsidiary (as
defined in subsection 5.7 and referred to hereinafter as "related corporations")
thereof, may be granted incentive stock options and/or nonqualified stock
options to purchase the Common Stock (as defined in Section 3) of the Company,
in order to attract and retain the services or advice of such employees,
officers, directors, agents, consultants and independent contractors and to
provide added incentive to them by encouraging stock ownership in the Company.

     SECTION 2. Administration.

     (a) This Plan shall be administered by the Board of Directors of the
Company (the "Board"), except to the extent the Board delegates its authority to
a committee of the Board to administer this Plan. The administrator of this Plan
shall hereinafter be referred to as the "Plan Administrator."

     (b) For so long as the Company's Common Stock is registered under Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no
option shall be granted to a director or officer (subject to Section 16 of the
Exchange Act) of the Company by the Board unless (i) approved in advance by the
Board or the Plan Administrator in accordance with the provisions of Rule 16b-
3(d)(1) under the Exchange Act (where the Plan Administrator, if not the entire
Board, is a committee of the Board composed solely of two or more non-employee
directors who satisfy the requirements of Rule 16b-3(b)(3) under the Exchange
Act), (ii) approved in advance, or subsequently ratified by the stockholders in
accordance with the provisions of Rule 16b-3(d)(2) under the Exchange Act or
(iii) absent approval pursuant to subsections (i) or (ii), no officer or
director of the Company may sell shares received upon the exercise of an option
during the six-month period immediately following-the-grant of such option.

     2.1 Procedures.  The Board shall designate one of the members of the Plan
     Administrator as chairman. The Plan Administrator may hold meetings at such
     times and places as it shall determine. The acts of a majority of the
     members of the Plan Administrator present at meetings at which a quorum
     exists, or acts reduced to or approved in writing by all Plan Administrator
     members, stall be valid acts of the Plan Administrator.

     2.2 Responsibilities.  Except for the terms and conditions explicitly set
     forth in this Plan, the Plan Administrator shall have the authority, in its
     discretion, to determine all matters relating to the options to be granted
     under this Plan, including selection of the individuals
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     to be granted options, the number of shares to be subject to each option,
     the exercise price, and all other terms and conditions of the options,
     including the designation of such options as incentive stock options or
     nonqualified stock options. Grants under this Plan need not be identical in
     any respect, even when made simultaneously. The interpretation and
     construction by the Plan Administrator of any terms or provisions of this
     Plan or any option issued hereunder, or of any rule or regulation
     promulgated in connection herewith, shall be conclusive and binding on all
     interested parties, so long as such interpretation and construction with
     respect to incentive stock options corresponds to the requirements of
     Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
     and the regulations thereunder.

     2.3 Section 16(b) Compliance and Bifurcation of Plan.  It is the intention
     of the Company that this Plan comply in all respects with Section 16(b) and
     Rule 16b-3 under the Exchange Act, to the extent applicable, and, if any
     Plan provision is later found not to be in compliance with such Section or
     Rule, as the case may be, the provision shall be deemed null and void, and
     in all events the Plan shall be construed in favor of its meeting the
     requirements of Section 16(b) and Rule 16b-3 under the Exchange Act.
     Notwithstanding anything in the Plan to the contrary, the Board, in its
     absolute discretion, may bifurcate the Plan so as to restrict, limit or
     condition the use of any provision of the Plan to participants who are
     officers and directors or other persons subject to Section 16(b) of the
     Exchange Act without so restricting, limiting or conditioning the Plan with
     respect to other participants.

     2.4 Delegation of Authority.  The Plan Administrator may delegate its
     authority to grant options and to determine the exercise price and other
     terms and conditions of such options to the Chief Executive Officer of the
     Company (or to such other officers of the Company as the Chief Executive
     Officer may designate, acting under his supervision), subject to such
     limitations as the Plan Administrator may determine; provided, however,
     that no option shall be granted pursuant to such delegation to any person
     who, based upon the person's position at the time of grant, is subject to
     the provisions of either Section 16 of the Exchange Act or Section 162(m)
     of the Code, or who could not have been granted an option by the Plan
     Administrator.

     SECTION 3. Stock Subject to This Plan.  The stock subject to this Plan
shall be the Company's common stock, par value $.001 per share (the "Common
Stock"), presently authorized but unissued or held in the Company's treasury or
subsequently acquired by the Company. Subject to adjustment as provided in
Section 7 hereof, the aggregate amount of Common Stock to be delivered upon the
exercise of all options granted under this Plan shall not exceed 2,000,000
shares as such Common Stock was constituted on the effective date of this Plan.
If any option granted under this Plan shall expire, be surrendered, exchanged
for another option, canceled or terminated for any reason without having been
exercised in full, the unpurchased shares subject thereto shall thereupon again
be available for purposes of this Plan, including for replacement options which
may be granted in exchange for such surrendered, canceled or terminated options.

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     SECTION 4. Eligibility.  An incentive stock option may be granted only to
any individual who, at the time the option is granted, is an employee of the
Company or any related corporation. A nonqualified stock option may be granted
to any director, employee, officer, agent, consultant or independent contractor
of the Company or any related corporation, whether an individual or an entity.
Any party to whom an option is granted under this Plan shall be referred to
hereinafter as an "Optionee".

     SECTION 5. Terms and Conditions of Options.  Options granted under this
Plan shall be evidenced by written agreements which shall contain such terms,
conditions, limitations and restrictions as the Plan Administrator shall deem
advisable and which are not inconsistent with this Plan (the "Option
Agreement"). Notwithstanding the foregoing, options shall include or incorporate
by reference the following terms and conditions:

     5.1 Number of Shares and Price.  The maximum number of shares that may be
     purchased pursuant to the exercise of each option and the price per share
     at which such option is exercisable (the "exercise price") shall be as
     established by the Plan Administrator, provided that the Plan Administrator
     shall act in good faith to establish the exercise price which shall be not
     less than the fair market value per share of the Common Stock at the time
     the option is granted with respect to incentive stock options and not less
     than 85% of the fair market value per share of the Common Stock at the time
     the option is granted with respect to nonqualified stock options and also
     provided that, with respect to incentive stock options granted to greater
     than 10% stockholders, the exercise price shall be as required by Section
     6. In addition, in any five-year period, no individual may be granted
     options under the Plan to purchase more than 500,000 shares of Common
     Stock, subject to adjustment as set forth in Section 7.

     5.2 Term and Maturity.  Subject to the restrictions contained in Section 6
     with respect to granting incentive stock options to greater than 10%
     stockholders, the term of each incentive stock option shall be as
     established by the Plan Administrator and, if not so established, shall be
     10 years from the date it is granted but in no event shall the term of any
     incentive stock option exceed 10 years. The term of each nonqualified stock
     option shall be as established by the Plan Administrator and, if not so
     established, shall be 10 years from the date it is granted. To ensure that
     the Company or related corporation will achieve the purpose and receive the
     benefits contemplated in this Plan, any option granted to any Optionee
     hereunder shall, unless the condition of this sentence is waived or
     modified in the agreement evidencing the option or by resolution adopted by
     the Plan Administrator, be exercisable according to the following schedule:

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                  Period of Optionee's
                  Continuous Relationship
                With the Company or Related
                Corporation From the Date          Portion of Total Option
                   the Option is Granted             Which is Exercisable
              -----------------------------        -----------------------

                    after 1 year                            25%
                    after 2 years                           50%
                    after 3 years                           75%
                    after 4 years                          100%

     5.3 Exercise.  Subject to the vesting schedule described in subsection 5.2
     above, each option may be exercised in whole or in part; provided, however,
     that no fewer than 100 shares (or the remaining shares then purchasable
     under the option, if less than 100 shares) may be purchased upon any
     exercise of option rights hereunder and that only whole shares will be
     issued pursuant to the exercise of any option. Options shall be exercised
     by delivery to the Company of notice of the number of shares with respect
     to which the option is exercised, together with payment of the exercise
     price.

     5.4 Payment of Exercise Price.  Payment of the option exercise price shall
     be made in full at the time the notice of exercise of the option is
     delivered to the Company and shall be in cash, bank certified or cashier's
     check or personal check (unless at the time of exercise the Plan
     Administrator in a particular case determines not to accept a personal
     check) for the Common Stock being purchased.

          The Plan Administrator can determine at the time the option is granted
     for incentive stock options, or at any time before exercise for
     nonqualified stock options, that additional forms of payment will be
     permitted. To the extent permitted by the Plan Administrator and applicable
     laws and regulations (including, but not limited to, federal tax and
     securities laws and regulations and state corporate law), an option may be
     exercised by:

          (a) delivery of shares of stock of the Company held by an Optionee
     having a fair market value equal to the exercise price, such fair market
     value to be determined in good faith by the Plan Administrator;

          (b) delivery of a properly executed exercise notice, together with
     irrevocable instructions to a broker, all in accordance with the
     regulations of the Federal Reserve Board, to promptly deliver to the
     Company the amount of sale or loan proceeds to pay the exercise price and
     any federal, state or local withholding tax obligations that may arise in
     connection with the exercise; provided, that the Plan Administrator, in its
     sole discretion, may at any time determine that this subparagraph (b), to
     the extent the instructions to the broker call for an immediate sale of the
     shares, shall not be applicable to any Optionee whose relationship with the
     Company has terminated prior to the time of exercise; or

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          (c) delivery of a properly executed exercise notice together with
     instructions to the Company to withhold from the shares that would
     otherwise be issued upon exercise that number of shares having a fair
     market value equal to the option exercise price.

     5.5 Withholding Tax Requirement.  The Company or any related corporation
shall have the right to retain and withhold from any payment of cash or Common
Stock under the Plan the amount of taxes required by any government to be
withheld or otherwise deducted and paid with respect to such payment. At its
discretion, the Company may require an Optionee receiving shares of Common Stock
to reimburse the Company for any such taxes required to be withheld by the
Company and withhold such shares in whole or in part until the Company is so
reimbursed. In lieu thereof, the Company shall have the right to withhold from
any other cash amounts due or to become due from the Company to the Optionee an
amount equal to such taxes or retain and withhold a number of shares having a
market value not less than the amount of such taxes required to be withheld by
the Company to reimburse the Company for any such taxes and cancel (in whole or
in part) any such shares so withheld. If required by Section 16(b) of the
Exchange Act, the election to pay withholding taxes by delivery of shares held
by any person who at the time of exercise is subject to Section 16(b) of the
Exchange Act, shall be made either six months prior to the date the option
exercise becomes taxable or at such other times as the Company may determine as
necessary to comply with Section 16(b) of the Exchange Act.

     5.6 Assignability and Transferability of Option.  Options granted under
this Plan and the rights and privileges conferred hereby may not be transferred,
assigned, pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than (i) by will or by the applicable laws of descent and
distribution, (ii) pursuant to a qualified domestic relations order as defined
in Section 414(p) of the Code, or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder, or (iii) as otherwise
determined by the Plan Administrator and set forth in the applicable Option
Agreement. Any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of any option under this Plan or of any right or privilege conferred
hereby, contrary to the Code or to the provisions of this Plan, or the sale or
levy or any attachment or similar process upon the rights and privileges
conferred hereby shall be null and void. The designation by an Optionee of a
beneficiary does not, in and of itself, constitute an impermissible transfer
under this Section.

     5.7 Termination of Relationship.  If the Optionee's relationship with the
Company or any related corporation ceases for any reason other than termination
for cause, death or total disability, and unless by its terms the option sooner
terminates or expires, then the Optionee may exercise, for a three-month period,
that portion of the Optionee's option which is exercisable at the time of such
cessation, but the Optionee's option shall terminate at the end of the three-
month period following such cessation as to all shares for which it has not
theretofore been exercised, unless, in the case of a nonqualified stock option,
such provision is waived in the agreement evidencing the option or by resolution
adopted by the Plan Administrator within 90 days of such cessation.

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     If an Optionee is terminated for cause, any option granted hereunder shall
automatically terminate as of the first discovery by the Company of any reason
for termination for cause, and such Optionee shall thereupon have no right to
purchase any shares pursuant to such option. "Termination for cause" shall mean
dismissal for dishonesty, conviction or confession of a crime punishable by law
(except minor violations), fraud, misconduct or disclosure of confidential
information. If an Optionee's relationship with the Company or any related
corporation is suspended pending an investigation of whether or not the Optionee
shall be terminated for cause, all Optionee's rights under any option granted
hereunder likewise shall be suspended during the period of investigation.

     If an Optionee's relationship with the Company or any related corporation
ceases because of a total disability, the Optionee's option shall not terminate
or, in the case of an incentive stock option, cease to be treated as an
incentive stock option until the end of the 12-month period following such
cessation (unless by its terms it sooner terminates and expires). As used in
this Plan, the term "total disability" refers to a mental or physical impairment
of the Optionee which is expected to result in death or which has lasted or is
expected to last for a continuous period of 12 months or more and which-causes
the Optionee to be unable, in the opinion of the Company and two independent
physicians, to perform his or her duties for the Company and to be engaged in
any substantial gainful activity. Total disability shall be deemed to have
occurred on the first day after the Company and the two independent physicians
have furnished their opinion of total disability to the Plan Administrator.

     For purposes of this subsection 5.7, a transfer of relationship between or
among the Company and/or any related corporation shall not be deemed to
constitute a cessation of relationship with the Company or any of its related
corporations. For purposes of this subsection 5.7, with respect to incentive
stock options, employment shall be deemed to continue while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined by
the Plan Administrator). The foregoing notwithstanding, employment shall not be
deemed to continue beyond the first 90 days of such leave, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.

     As used herein, the term "related corporation," when referring to a
subsidiary, shall mean any corporation (other than the Company) or other entity
in, at the time of the granting of the option, an unbroken chain of corporations
or other entities ending with the Company, if stock or other interests
possessing 50% or more of the total combined voting power of all classes of
stock or other interests of each of the corporations or other entities other
than the Company is owned by one of the other corporations or other entities in
such chain. When referring to a parent corporation or other entity, the term
"related corporation" shall mean any corporation or other entity in an unbroken
chain of corporations or other entities ending with the Company if, at the time
of the granting of the option, each of the corporations or other entities other
than the Company owns stock or other interests possessing 50% or more of the
total combined voting power of all classes of stock or other interests in one of
the other corporations or other entities in such chain.

     5.8 Death of Optionee. If an Optionee dies while he or she has a
relationship with the Company or any related corporation or within the three-
month period (or 12-month period in

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the case of totally disabled Optionees) following cessation of such
relationship, any option held by such Optionee to the extent that the Optionee
would have been entitled to exercise such option, may be exercised within one
year after his or her death by the personal representative of his or her estate
or by the person or persons to whom the Optionee's rights under the option shall
pass by will or by the applicable laws of descent and distribution.

     5.9  Status of Shareholder. Neither the Optionee nor any party to which the
Optionee's rights and privileges under the option may pass shall be, or have any
of the rights or privileges of, a shareholder of the Company with respect to any
of the shares issuable upon the exercise of any option granted under this Plan
unless and until such option has been exercised.

     5.10 Continuation of Employment.  Nothing in this Plan or in
any option granted pursuant to this Plan shall confer upon any Optionee any
right to continue in the employ of the Company or of a related corporation, or
to interfere in any way with the right of the Company or of any such related
corporation to terminate his or her employment or other relationship with the
Company at any time.

     5.11 Modification and Amendment of Option. Subject to the requirements of
Code Section 422 with respect to incentive stock options and to the terms and
conditions and within the limitations of this Plan, the Plan Administrator may
modify or amend outstanding options granted under this Plan. The modification or
amendment of an outstanding option shall not, without the consent of the
Optionee, impair or diminish any of his or her rights or any of the obligations
of the Company under such option. Except as otherwise provided in this Plan, no
outstanding option shall be terminated without the consent of the Optionee.
Unless the Optionee agrees otherwise, any changes or adjustments made to
outstanding incentive stock options granted under this Plan shall be made in
such a manner so as not to constitute a "modification" as defined in Code
Section 424(h) and so as not to cause any incentive stock option issued
hereunder to fail to continue to qualify as an incentive stock option as defined
in Code Section 422(b).

     5.12 Limitation on Value for Incentive Stock Options. As to all incentive
stock options granted under the terms of this Plan, to the extent that the
aggregate fair market value (determined at the time the incentive stock option
is granted) of the stock with respect to which incentive stock options are
exercisable for the first time by the Optionee during any calendar year (under
this Plan and all other incentive stock option plans of the Company, a related
corporation or a predecessor corporation) exceeds $100,000, such options shall
be treated as nonqualified stock options. The previous sentence shall not apply
if the Code is amended or if the Internal Revenue Service publicly rules, issues
a private ruling to the Company, any Optionee, or any legatee, personal
representative or distributee of an Optionee or issues regulations, changing or
eliminating such annual limit, in which case the limitation shall be that
provided by the Code or the Internal Revenue Service, as the case may be.

     5.13  Valuation of Common Stock Received Upon Exercise

               5.13.1  Exercise of Options Under Sections 5.4(a) and (c).  The
     value of Common Stock received by the Optionee from an exercise under
     Sections 5.4(a)

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     and 5.4(c) hereof shall be the fair market value as determined by the Plan
     Administrator, provided that, if the Common Stock is traded in a public
     market, such valuation shall be the average of the high and low trading
     prices or bid and asked prices, as applicable, of the Common Stock for the
     date of receipt by the Company of the Optionee's delivery of shares under
     Section 5.4(a) hereof or delivery of the exercise notice under Section
     5.4(c) hereof.

               5.13.2  Exercise of Option Under Section 5.4(b).  The value of
     Common Stock received by the Optionee from an exercise under Section 5.4(b)
     hereof shall equal (a) in the case of the sale of the Common Stock received
     as a result of the exercise by a broker on the date of receipt by the
     Company of the Optionee's exercise notice, the sales price received for
     such shares; and (b) in all other cases, the average of the high and low
     trading prices or bid and asked prices, as applicable, of the Common Stock
     for the date of receipt by the Company of the Optionee's exercise notice.

     SECTION 6. Greater Than 10% Stockholders.

     6.1 Exercise Price and Term of Incentive Stock Options. If incentive stock
options are granted under this Plan to employees who own more than 10% of the
total combined voting power of all classes of stock of the Company or any
related corporation, the term of such incentive stock options shall not exceed
five years and the exercise price shall be not less than 110% of the fair market
value of the Common Stock at the time the incentive stock option is granted.
This provision shall control notwithstanding any contrary terms contained in an
option agreement or any other document. The term and exercise price limitations
of this provision shall be amended to conform to any change required by a change
in the Code or by a ruling or pronouncement of the Internal Revenue Service.

     6.2 Attribution Rule. For purposes of subsection 6.1, in determining stock
ownership, an employee shall be deemed to own the stock owned, directly or
indirectly, by or for his or her brothers, sisters, spouse, ancestors and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be deemed to be owned proportionately by or
for its stockholders, partners or beneficiaries. If an employee or a person
related to the employee owns an unexercised option or warrant to purchase stock
of the Company, the stock subject to that portion of the option or warrant which
is unexercised shall not be counted in determining stock ownership. For purposes
of this Section 6, stock owned by an employee shall include all stock owned by
him which is actually issued and outstanding immediately before the grant of the
incentive stock option to the employee.

     SECTION 7. Adjustments Upon Changes in Capitalization. The aggregate number
and class of shares for which options may be granted under this Plan, the number
and class of shares covered by each outstanding option, and the exercise price
per share thereof (but not the total price), and each such option, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a split-up or consolidation
of shares or any like capital adjustment, or the payment of any stock dividend.

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     7.1. Effect of Liquidation, Reorganization or Change in Control. Any option
granted to any Optionee hereunder, shall, unless any of the terms and conditions
of this Section 7.1 are waived or modified in the agreement evidencing the
option or by resolution adopted by the Plan Administrator, be subject to the
following terms and conditions:

               7.1.1 Cash, Stock or Other Property for Stock. Except
     as provided in subsection 7.1.2, upon a merger (other than a
     merger of the Company in which the holders of Common Stock
     immediately prior to the merger have the same proportionate
     ownership of common stock in the surviving corporation
     immediately after the merger), consolidation, acquisition of
     property or stock, separation, reorganization (other than a mere
     reincorporation or the creation of a holding company) or
     liquidation of the Company, as a result of which the stockholders
     of the Company receive cash, stock or other property in exchange
     for or in connection with their shares of Common Stock, any
     option granted hereunder shall terminate, but the Optionee shall
     have the right immediately prior to any such merger,
     consolidation, acquisition of property or stock, separation,
     reorganization or liquidation to exercise such Optionee's option
     in whole or in part whether or not the vesting requirements set
     forth in the option agreement have been satisfied.

               7.1.2 Conversion of Options on Stock for Stock
     Exchange. If the stockholders of the Company receive capital
     stock of another corporation ("Exchange Stock") in exchange for
     their shares of Common Stock in any transaction involving a
     merger (other than a merger of the Company in which the holders
     of Common Stock immediately prior to the merger have the same
     proportionate ownership of common stock in the surviving
     corporation immediately after the merger), consolidation,
     acquisition of property or stock, separation or reorganization
     (other than a mere reincorporation or the creation of a holding
     company), all options granted hereunder shall be converted into
     options to purchase shares of Exchange Stock unless the Company
     and corporation issuing the Exchange Stock, in their sole
     discretion, determine that any or all such options granted
     hereunder shall not be converted into options to purchase shares
     of Exchange Stock but instead shall terminate in accordance with
     the provisions of subsection 7.1.1. The amount and price of
     converted options shall be determined by adjusting the amount and
     price of the options granted hereunder in the same proportion as
     used for determining the number of shares of Exchange Stock the
     holders of the Common Stock receive in such merger,
     consolidation, acquisition of property or stock, separation or
     reorganization. Unless the Board determines otherwise, the
     converted options shall be fully vested whether or not the
     vesting requirements set forth in the option agreement have been
     satisfied.

     7.2 Fractional Shares. In the event of any adjustment in the number of
shares covered by an option, any fractional shares resulting from such
adjustment shall be disregarded and each such option shall cover only the number
of full shares resulting from such adjustment.

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     7.3 Determination of Board to Be Final. All Section 7 adjustments shall be
made by the Board, and its determination as to what adjustments shall be made,
and the extent thereof, shall be final, binding and conclusive. Unless an
Optionee agrees otherwise, any change or adjustment to an incentive stock option
shall be made in such a manner so as not to constitute a "modification" as
defined in Code Section 425(h) and so as not to cause his or her incentive stock
option issued hereunder to fail to continue to qualify as an incentive stock
option as defined in Code Section 422(b).

     SECTION 8. Securities Regulation. Shares shall not be issued with respect
to an option granted under this Plan unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange or inter-dealer quotation system upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance, including the availability of an exemption from
registration for the issuance and sale of any shares hereunder. Inability of the
Company to obtain from any regulatory body having jurisdiction the authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares hereunder or the unavailability of an exemption from registration
for the issuance and sale of any shares hereunder shall relieve the Company of
any liability in respect of the nonissuance or sale of such shares as to which
such requisite authority shall not have been obtained.

     As a condition to the exercise of an option, the Company may require the
Optionee to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company,
such representation is required by any relevant provision of the aforementioned
laws. At the option of the Company, a stop-transfer order against any shares of
stock may be placed on the official stock books and records of the Company, and
a legend indicating that the stock may not be pledged, sold or otherwise
transferred unless an opinion of counsel is provided (concurred in by counsel
for the Company) stating that such transfer is not in violation of any
applicable law or regulation, may be stamped on stock certificates in order to
assure exemption from registration. The Company may also require such other
action or agreement by the Optionees as it may from time to time deem to be
necessary or advisable. THE COMPANY SHALL NOT BE OBLIGATED, BY REASON OF THIS
PROVISION OR OTHERWISE, TO UNDERTAKE REGISTRATION OF THE OPTIONS OR STOCK
HEREUNDER.

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     Should any of the Company's capital stock of the same class as the stock
subject to options granted hereunder be listed on a national securities
exchange, all stock issued hereunder if not previously listed on such exchange
or inter-dealer quotation system shall be authorized by that exchange or system
for listing thereon prior to the issuance thereof.

     SECTION 9. Amendment and Termination.

     9.1 Board Action. The Board may at any time suspend, amend or terminate
this Plan, provided that except as set forth in Section 7, the approval of the
holders of a majority of the Company's outstanding shares of voting capital
stock present and entitled to vote at any meeting is necessary for the adoption
by the Board of any amendment which will:

               (a)  increase the number of shares which are to be reserved for
     the issuance of options under this Plan;

               (b)  permit the granting of stock options to a class of persons
     other than those presently permitted to receive stock options under this
     Plan; or

               (c)  require shareholder approval under applicable law, including
     Section 16(b) of the Exchange Act.

     9.2 Automatic Termination. Unless sooner terminated by the Board, this Plan
shall terminate ten years from the earlier of (a) the date on which this Plan is
adopted by the Board or (b) the date on which this Plan is approved by the
stockholders of the Company. No option may be granted after such termination or
during any suspension of this Plan. The amendment or termination of this Plan
shall not, without the consent of the option holder, alter or impair any rights
or obligations under any option theretofore granted under this Plan.

     SECTION 10. Effectiveness Of This Plan. This Plan shall become effective
upon adoption by the Board so long as it is approved by the holders of a
majority of the Company's outstanding shares of voting capital stock present and
entitled to vote at any meeting at any time within 12 months before or after the
adoption of this Plan.

     Adopted by the Board of Directors on January 8,1997 and approved by the
stockholders on June 25, 1997; amended on November 7, 1997 and April 1, 1998.

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