EXHIBIT 4.4

                  GENETIC VECTORS, INC. 1999 STOCK OPTION PLAN


                                   ARTICLE I.

                        PURPOSE AND ADOPTION OF THE PLAN

      1.1.  Purpose. The purpose of the Genetic Vectors,  Inc. 1999 Stock Option
Plan  (hereinafter  referred  to as the  "Plan")  is to assist  the  Company  in
attracting and retaining highly  competent  employees and to act as an incentive
in  motivating  selected  officers and other key  employees of the Company,  and
directors  and  consultants  of the  Company,  to  achieve  long-term  corporate
objectives.

      1.2.  Adoption  and  Term.  The  Plan has been  approved  by the  Board of
Directors of Genetic Vectors, Inc., to be effective as of December 31, 1999 (the
"Effective  Date");  provided,  however,  that no Incentive  Stock Option may be
granted   hereunder  unless  and  until  the  Plan  has  been  approved  by  the
shareholders  of the Company  within 12 months before or after the date the Plan
is adopted by the Board.  The Plan shall  remain in effect until  terminated  by
action of the Board; provided,  however, that no Option may be granted hereunder
after the tenth anniversary of the Effective Date.

                                   ARTICLE II.

                                   DEFINITIONS

      For the purpose of this Plan, the following  capitalized  terms shall have
the following meanings:

      2.1   "Beneficiary" means an individual,  trust or estate who or which, by
a written  designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the Plan
and the Option Agreement upon the Participant's death.

      2.2   "Board" means the Board of Directors of the Company.

      2.3   "Change in Control" means, and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

            a) The acquisition in one or more transactions,  other than from the
Company,  by any  individual,  entity or group  (within  the  meaning of Section
13(d)(3) or 14(d)(2) of the Exchange  Act) of beneficial  ownership  (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company
Voting  Securities in excess of 15% of the Company Voting Securities unless such
acquisition has been approved by the Board;


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            b) Any  election  of persons to the Board that  causes a majority of
the Board to consist of persons  other than (i) persons who were  members of the
Board on the Effective  Date and (ii) persons who were nominated for election as
members of the Board at a time when a majority of the Board consisted of persons
who were members of the Board on the Effective Date; provided, however, that any
person nominated for election by a Board at least a majority of whom constituted
persons  described in clauses (i) and/or (ii) or by persons who were  themselves
nominated  by such  Board  shall,  for this  purpose,  be  deemed  to have  been
nominated by a Board composed of persons described in clause (i);

            c) Approval by the shareholders of the Company of a  reorganization,
merger  or  consolidation,  unless,  following  such  reorganization,  merger or
consolidation, all or substantially all of the individuals and entities who were
the respective  beneficial  owners of the  Outstanding  Common Stock and Company
Voting  Securities   immediately  prior  to  such   reorganization,   merger  or
consolidation,   following   such   reorganization,   merger  or   consolidation
beneficially own, directly or indirectly,  more than 80% of,  respectively,  the
then  outstanding  shares of common stock and the  combined  voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors or  trustees,  as the case may be, of the entity  resulting  from such
reorganization,  merger or consolidation in substantially the same proportion as
their  ownership of the Outstanding  Common Stock and Company Voting  Securities
immediately prior to such reorganization,  merger or consolidation,  as the case
may be; or

            d) Approval  by the  shareholders  of the  Company of (i) a complete
liquidation or dissolution of the Company or (ii) a sale or other disposition of
all or substantially all the assets of the Company.

      2.4.  "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.
References  to a  section  of the  Code  shall  include  that  section  and  any
comparable   section  or  sections  of  any  future   legislation  that  amends,
supplements or supersedes said section

      2.5.  "Committee" means the Committee defined in Section 3.1.

      2.6.  "Common  Stock" means  Common Stock of the Company,  par value $.001
per share.

      2.7.  "Company" means Genetic Vectors,  Inc., a Florida  corporation,  and
its successors.

      2.8.  "Company Voting  Securities"  means the combined voting power of the
Common Stock of the Company and all other outstanding  securities of the Company
entitled to vote generally in the election of directors of the Company.

      2.9.  "Date of Grant" means the date  designated  by the  Committee as the
date as of which it grants an Option,  which shall not be earlier  than the date
on which the Committee approves the granting of such Option.

      2.10. "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended.


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      2.11. "Fair Market Value" means,  as of any  applicable  date:  (i) if the
Common Stock is listed on a national  securities  exchange or is authorized  for
quotation on The Nasdaq  National  Market  System  ("NMS"),  the closing  price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on
the next  preceding date on which there was such a reported sale; or (ii) if the
Common  Stock is not listed for  trading on a national  securities  exchange  or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap  Market on such date,  or if no such price shall have been reported for
such date, on the next preceding  date for which such price was so reported;  or
(iii) if the Common  Stock is not listed  for  trading on a national  securities
exchange or authorized  for quotation on NMS or The Nasdaq  SmallCap  Market (if
applicable),  the last  reported  bid price  published  in the "pink  sheets" or
displaced on the National  Association  of  Securities  Dealers,  Inc.  ("NASD")
Over-the-Counter Bulletin Board, as the case may be; or (iv) if the Common Stock
is not listed for trading on a national securities  exchange,  is not authorized
for quotation on NMS or The Nasdaq  SmallCap  Market and is not published in the
"pink  sheets" or  displayed on the NASD  Electronic  Bulletin  Board,  the fair
market value of the Common Stock as  determined  in good faith under  procedures
established by the Board which  determination  shall be final and binding on all
Participants.

      2.12. "Incentive  Stock Option" means a stock option within the meaning of
Section 422 of the Code.

      2.13. "Merger"  means any  merger,  reorganization,  consolidation,  share
exchange,  transfer  of  assets  or  other  transaction  having  similar  effect
involving the Company.

      2.14. "Nonstatutory  Stock  Option"  means a stock  option which is not an
Incentive Stock Option.


      2.15. "Option Agreement" means a written agreement between the Company and
a Participant  specifically  setting forth the terms and conditions of an Option
granted under the Plan.

      2.16. "Option Price", with respect to Options,  shall have the meaning set
forth in Section 6.1(b).

      2.17. "Option Term" means,  with respect to an Option,  the period of time
set forth in the Option Agreement during which the Option may be exercised.

      2.18. "Options" means all  Nonstatutory  Stock Options and Incentive Stock
Options granted at any time under the Plan.

      2.19. "Outstanding  Common  Stock"  means,  at any time,  the  issued  and
outstanding shares of Common Stock.

      2.20. "Participant"  means a person  designated to receive an Option under
the Plan in accordance with Section 5.1.


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      2.21  "Plan"  means the Genetic  Vector,  Inc.  1999 Stock  Option Plan as
described herein, as the same may be amended from time to time.

      2.22. "Subsidiary" means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

      2.23. "Ten Percent  Shareholder" means any individual who, at the time the
Option is granted,  owns stock  possessing  more than ten  percent  (10%) of the
total combined voting power of all classes of stock of the Company.

                                  ARTICLE III.

                                 ADMINISTRATION


      3.1.  Committee.  The Plan shall be  administered  by the Board or, in the
discretion  of the  Board,  by the  Compensation  Committee  of the  Board  (the
"Committee") comprised of one or more persons. The Committee or Board shall have
exclusive and final  authority in each  determination,  interpretation  or other
action  affecting the Plan and its  Participants.  The Board or Committee  shall
have the sole  discretionary  authority to interpret  the Plan, to establish and
modify  administrative  rules  for the  Plan,  to  impose  such  conditions  and
restrictions on Options as it determines appropriate,  and to take such steps in
connection with the Plan and Options granted  hereunder as it may deem necessary
or  advisable.  The Board or  Committee  may  delegate  such of its  powers  and
authority  under the Plan as it deems  appropriate  to  designated  officers  or
employees  of the  Company.  In the event of such  delegation  of  authority  or
exercise of authority by the Board or  Committee,  references in the Plan to the
Committee  shall  be  deemed  to  refer  to the  delegate  of the  Board  or the
Committee,  as the case may be. For  purposes  of this Plan,  references  to the
Committee  shall be deemed  references to the Board to the extent that the Board
has not appointed a Committee to administer the Plan.

                                   ARTICLE IV.

                                     SHARES

      4.1.  Number of Shares  Issuable.  The maximum number of shares  initially
authorized to be issued under the Plan shall be four hundred thousand  (400,000)
shares of Common Stock.  The number of shares  available for issuance  under the
Plan shall be further  subject to adjustment in accordance with Section 7.6. The
shares to be offered  under the Plan shall be  authorized  and  unissued  Common
Stock, or issued Common Stock which shall have been reacquired by the Company.

      4.2.  Shares  Subject to Terminated  Options.  Common Stock covered by any
unexercised  portions of terminated Options (including canceled Options) granted
under  Article VI and Common Stock  subject to any Options  which are  otherwise
surrendered  by the  Participant  may again be subject to new Options  under the
Plan.


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                                   ARTICLE V.

                                  PARTICIPATION

      5.1  Eligible  Participants.  Participants  in  the  Plan  shall  be  such
officers,  key  employees,  directors  and  consultants  of the  Company  as the
Committee,  in its  sole  discretion,  may  designate  from  time to  time.  The
Committee's  designation  of a  Participant  in any year shall not  require  the
Committee  to  designate  such person to receive  Options or grants in any other
year.  The  Committee  shall  consider  such  factors as it deems  pertinent  in
selecting  Participants  and  in  determining  the  type  and  amount  of  their
respective Options.

                                   ARTICLE VI.

                                  STOCK OPTIONS

      6.1.  Option Awards.

            a)  General.  The Committee may grant, to such  Participants  as the
Committee may select,  Options  entitling the  Participant to purchase shares of
Common Stock from the Company in such number,  at such price,  and on such terms
and subject to such conditions, not inconsistent with the terms of this Plan, as
may be established by the Committee.  The terms of any Option granted under this
Plan shall be set forth in an Option Agreement.

            b)  Purchase  Price of  Options.  The Option  Price of each share of
Common Stock which may be purchased  upon  exercise of any Option  granted under
the Plan shall be determined by the Committee;  provided, however, that (i) with
respect to  Incentive  Stock  Options,  the Option  Price per share shall in all
cases be equal to or  greater  than the Fair  Market  Value of a share of Common
Stock on the Date of Grant as required  under Section 422 of the Code,  and (ii)
with  respect  to  any  Incentive  Stock  Option  granted  to  any  Ten  Percent
Shareholder,  the  Option  Price  per  share  shall in all  cases be equal to or
greater  than 110 percent of the Fair Market Value of a share of Common Stock on
the Date of Grant as required under Section 422 of the Code.

            c)  Designation of Options.  Except as otherwise  expressly provided
in the  Plan,  the  Committee  may  designate,  at the time of the grant of each
Option, the Option as an Incentive Stock Option or a Nonstatutory Stock Option.

            d)  Incentive Stock Option Share  Limitation.  No Participant may be
granted  Incentive  Stock  Options  under  the Plan (or any  other  plans of the
Company)  which would  result in shares  with an  aggregate  Fair  Market  Value
(measured on the Date of Grant) of more than $100,000 first becoming exercisable
in any one calendar year.

            e)  Rights as a  Shareholder.  A  Participant  or a transferee of an
Option  pursuant  to  Section  7.4 shall  have no rights as a  shareholder  with
respect to Common Stock covered by an Option until the Participant or transferee
shall have  become the holder of record of any such  shares,  and no  adjustment
shall be made for dividends in cash or other property or  distributions or other
rights with  respect to any such Common Stock for which the record date is prior
to the date on which the  Participant  or a transferee  of the Option shall have
become the holder of record of any such shares covered by the Option;  provided,
however,  that Participants are entitled to share adjustments to reflect capital
changes under Section 7.6.


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      6.2.  Terms of Stock Options.

            a)  Conditions  on  Exercise.  An Option  Agreement  with respect to
Options may contain such waiting  periods,  exercise dates and  restrictions  on
exercise  (including,  but not  limited  to,  periodic  installments)  as may be
determined by the Committee as of the Date of Grant.

            b)  Duration of Options.  Options shall terminate after the first to
occur of the following events:

                (i)   Expiration  of  the  Option  as  provided  in  the  Option
Agreement;

                (ii)  Termination  of the Option as  provided  in  Section  6.3,
following the Participant's termination of employment; or

                (iii) Ten years from the Date of Grant (five years from the Date
of Grant in the case of any  Incentive  Stock  Option  granted to a Ten  Percent
Shareholder).

            c)  Acceleration  of  Exercise  Time.  The  Committee,  in its  sole
discretion,  shall  have the right  (but  shall  not in any case be  obligated),
exercisable  at any time after the Date of Grant,  to permit the exercise of any
Option prior to the time such Option would otherwise  become  exercisable  under
the terms of the Option Agreement.

            d)  Extension  of  Exercise  Time.   The  Committee,   in  its  sole
discretion,  shall  have the right  (but  shall  not in any case be  obligated),
exercisable  on or at any time  after the Date of Grant,  to permit  any  Option
granted  under this Plan to be exercised  after its  expiration  date,  subject,
however, to the limitation described in Section 6.2(b)(iii).

      6.3.  Exercise of Options upon Termination of Employment.

            a)  General.  In  event  of the  termination  of  employment  of the
Participant by the  Participant or the Company for any reason  whatsoever  other
than death or Permanent Disability (as defined in Section 6.3(b)), any vested or
nonvested Options which are not exercised (or exercisable)  prior to the date of
such  termination  of employment  shall  terminate on such date and shall not be
exercisable  at  any  time  thereafter.   For  purposes  of  this  Section  6.3,
termination  of employment  with respect to a  Participant  who is a director or
consultant  and who is not  otherwise  an  employee  of the  Company  shall mean
voluntary  or  involuntary  termination  of  Board  service  or  the  consulting
relationship, as the case may be, for any reason.

            b)  Death or Complete Disability. In the event of the termination of
the employment of the  Participant  by reason of death or Permanent  Disability,
any Options  that were vested prior to the date of such  termination  (and which
were not previously  exercised),  together with any other Options  designated in
writing by the  Committee,  shall  terminate  on the earliest of (i) one hundred
eighty  days  after  the date of such  termination,  or (ii) the last day of the
Option  Term.  Any  Options  that  were  not  vested  prior  to the date of such
termination  and do not become  vested  pursuant  to the  immediately  preceding
sentence  shall  terminate as of the date of such  termination  and shall not be
exercisable  at any time  thereafter.  As used in this Plan,  the term "Complete


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Disability" means the inability of the Participant,  due to illness, accident or
any other physical or mental  incapacity,  to perform  services on behalf of the
Company  for an  aggregate  of sixty (60) days  within any period of twelve (12)
consecutive months during the term hereof.

      6.4.  Exercise  Procedures.  Each Option  granted  under the Plan shall be
exercised by written notice to the Company which must be received by the officer
or employee of the Company  designated in the Option  Agreement on or before the
close of business on the  expiration  date of the  Option.  The Option  Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid
in full in cash by the Participant  pursuant to the Option Agreement;  provided,
however, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) Common Stock (which may include
shares otherwise issuable in connection with the exercise of the Option, subject
to such rules as the Committee deems  appropriate),  (b) any combination of cash
and Common  Stock,  (c) by the delivery to the Company by the  Participant  of a
full  recourse  promissory  note  containing  such  terms as the  Committee  may
determine,  or (d) such other  consideration as the Committee deems appropriate.
In the event  that any  Common  Stock  shall be  transferred  to the  Company to
satisfy  all or any part of the Option  Price,  the part of the  Purchase  Price
deemed to have been satisfied by such transfer of Common Stock shall be equal to
the product  derived by  multiplying  the Fair Market Value of a share of Common
Stock as of the date of  exercise  times the  number  of shares of Common  Stock
transferred to the Company.  The  Participant may not transfer to the Company in
satisfaction of the Option Price any fractional  share of Common Stock. Any part
of the Option  Price paid in cash upon the exercise of any Option shall be added
to the general  funds of the  Company  and may be used for any proper  corporate
purpose.  Unless the  Committee  shall  otherwise  determine,  any Common  Stock
transferred  to the  Company as payment of all or part of the Option  Price upon
the exercise of any Option shall be held as treasury shares.

      6.5.  Change in Control. Unless otherwise provided by the Committee in the
applicable  Option Agreement,  in the event of a Change in Control,  all Options
outstanding  on the date of such  Change in  Control  that  have not  previously
vested or terminated  under the terms of the applicable  Option  Agreement shall
become  immediately  and fully  exercisable.  The provisions of this Section 6.5
shall not be applicable to any Options granted to a Participant if any Change in
Control results from such Participant's beneficial ownership (within the meaning
of rule 13d-3 under the Exchange Act) of Company Voting Securities.

                                  ARTICLE VII.

                                  MISCELLANEOUS

      7.1   Plan Provisions Control  Option  Terms.  The terms of the Plan shall
govern all Options  granted under the Plan,  and in no event shall the Committee
have the power to grant any Option  under the Plan which is  contrary  to any of
the  provisions of the Plan.  In the event any provision of any Options  granted
under the Plan shall  conflict with any term in the Plan as  constituted  on the
Date of Grant of such Option, the term in the Plan as constituted on the Date of
Grant of such  Option  shall  control.  Except as  provided  in Section  7.3 and
Section 7.6, the terms of any Option  granted  under the Plan may not be changed
after the Date of Grant of such Option so as to materially decrease the value of
the Option without the express written approval of the holder.


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      7.2.  Option  Agreement.  No person shall have any rights under any Option
granted under the Plan unless and until the Company and the  Participant to whom
such Option shall have been granted  shall have executed and delivered an Option
Agreement  or  received  any  other  Option  acknowledgment  authorized  by  the
Committee expressly granting the Option to such person and containing provisions
setting forth the terms of the Option.

      7.3.  Modification of Option After Grant. No Option granted under the Plan
to a Participant may be modified (unless such  modification  does not materially
decrease  the value of the  Option)  after the Date of Grant  except by  express
written  agreement  between the Company and the  Participant,  provided that any
such change (a) shall not be  inconsistent  with the terms of the Plan,  and (b)
shall be approved by the Committee.

      7.4. Limitation on Transfer. A Participant's rights and interest under the
Plan  may not be  assigned  or  transferred  other  than by will or the  laws of
descent and  distribution,  and during the lifetime of a  Participant,  only the
Participant  personally  (or  the  Participant's  personal  representative)  may
exercise rights under the Plan. The  Participant's  Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant.

      7.5.  Taxes.  The Company  shall be entitled,  if the  Committee  deems it
necessary or desirable,  to withhold (or secure payment from the  Participant in
lieu of withholding)  the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount  payable and/or
shares issuable with respect to such  Participant's  Option,  or with respect to
any  income  recognized  upon a  disqualifying  disposition  of shares  received
pursuant to the exercise of an Incentive Stock Option, and the Company may defer
payment or issuance of shares upon exercise of an Option unless  indemnified  to
its  satisfaction  against any  liability  for any such tax.  The amount of such
withholding  or tax payment  shall be  determined  by the Committee and shall be
payable  by the  Participant  at such  time  as the  Committee  determines.  The
Participant  shall meet his or her withholding  requirement by direct payment to
the  Company in cash of the amount of any taxes  required  to be  withheld  with
respect to such Option; provided, however, that the Committee may (but shall not
be  required  to)  permit  the  Participant  to  meet  his  or  her  withholding
requirement by (i) having withheld from such Option at the appropriate time that
number of shares of Common Stock, rounded up to the next whole share, whose Fair
Market  Value  is  equal to the  amount  of  withholding  taxes  due,  or (ii) a
combination of shares and cash.

      7.6.  Adjustments to Reflect Capital Changes.

            a)  Recapitalization.  The  number  and kind of  shares  subject  to
outstanding  Options,  the Option Price for such shares,  the number and kind of
shares available for Options subsequently granted under the Plan and the maximum
number of shares in respect of which Options can be made to any  Participant  in
any calendar year shall be appropriately adjusted to reflect any stock dividend,
stock split,  combination or exchange of shares, merger,  consolidation or other


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change in capitalization  with a similar substantive effect upon the Plan or the
Options  granted  under the Plan.  The  Committee  shall have the power and sole
discretion to determine the amount of the adjustment to be made in each case.

            b)  Merger.  After any Merger in which the Company is the  surviving
corporation, each Participant shall, at no additional cost, be entitled upon any
exercise of an Option or receipt of another  Option to  receive,  subject to any
required action by shareholders, in lieu of the number of shares of Common Stock
receivable  or  exercisable  pursuant  to such  Option,  the number and class of
shares or other  securities to which such  Participant  would have been entitled
pursuant  to the  terms  of the  Merger  if,  at the  time of the  Merger,  such
Participant  had been the  holder of  record of a number of shares  equal to the
number of shares receivable or exercisable  pursuant to such Option.  Comparable
rights shall accrue to each  Participant  in the event of successive  Mergers of
the character  described above. In the event of a Merger in which the Company is
not  the  surviving  corporation,  the  surviving,  continuing,   successor,  or
purchasing corporation, as the case may be (the "Acquiring Corporation"),  shall
either assume the Company's  rights and  obligations  under  outstanding  Option
Agreements or substitute awards in respect of the Acquiring  Corporation's stock
for such outstanding Options. In the event the Acquiring  Corporation elects not
to assume or substitute for such  outstanding  Options,  the Board shall provide
that any unexercisable  and/or unvested portion of the outstanding Options shall
be  immediately  exercisable  and  vested as of a date  prior to such  merger or
consolidation,  as the Board so determines.  The exercise  and/or vesting of any
Option that was  permissible  solely by reason of this  Section  7.6(b) shall be
conditioned  upon the consummation of the merger or  consolidation.  Any Options
which are neither  assumed by the Acquiring  Corporation nor exercised as of the
date of the Merger shall  terminate  effective as of the  effective  date of the
Merger.

            c)  Options to Purchase Shares of Stock of Acquired Companies. After
any  merger  in  which  the  Company  or  a  Subsidiary  shall  be  a  surviving
corporation, the Committee may grant substituted options under the provisions of
the Plan,  pursuant to Section 424 of the Code,  replacing  old options  granted
under a plan of another party to the merger whose shares of stock subject to the
old  options  may no  longer be  issued  following  the  merger.  The  foregoing
adjustments  and manner of  application  of the  foregoing  provisions  shall be
determined by the Committee in its sole  discretion.  Any such  adjustments  may
provide for the  elimination  of any  fractional  shares  which might  otherwise
become subject to any Options.

      7.7.  No Right to  Employment.  No employee or other person shall have any
claim of right to be granted an Option under this Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company.

      7.8.  Options Not Includable for Benefit  Purposes.  Common Stock received
by a Participant pursuant to the provisions of the Plan shall not be included in
the  determination  of benefits  under any  pension,  group  insurance  or other
benefit plan applicable to the  Participant  which is maintained by the Company,
except as may be  provided  under the terms of such plans or  determined  by the
Board.


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<PAGE>


      7.9.  Governing Law. All determinations made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Florida and  construed in
accordance therewith.

      7.10. No  Strict  Construction.  No rule of strict  construction  shall be
implied against the Company,  the Board,  the Committee,  or any other person in
the interpretation of any of the terms of the Plan, any Option granted under the
Plan or any rule or procedure established by the Committee.

      7.11. Captions. The captions (i.e., all Section headings) used in the Plan
are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit,  characterize  or affect in any way any provisions of the Plan,
and all  provisions  of the Plan shall be construed as if no captions  have been
used in the Plan.

      7.12.  Severability.  Whenever  possible,  each  provision in the Plan and
every Option at any time  granted  under the Plan shall be  interpreted  in such
manner as to be effective and valid under  applicable  law, but if any provision
of the Plan or any Option at any time granted under the Plan shall be held to be
prohibited by or invalid under  applicable law, then (a) such provision shall be
deemed  amended to  accomplish  the  objectives  of the  provision as originally
written to the fullest extent  permitted by law and (b) all other  provisions of
the Plan and every other Option at any time granted  under the Plan shall remain
in full force and effect.

      7.13. Amendment and Termination.

            a) Amendment.  The Board shall have complete  power and authority to
amend the Plan at any time. No termination or amendment of the Plan may, without
the consent of the  Participant to whom any Option shall  theretofore  have been
granted under the Plan, adversely affect the right of such individual under such
Option.

            b)  Termination.  The  Board  shall  have the right and the power to
terminate  the Plan at any time. No Option shall be granted under the Plan after
the  termination of the Plan, but the termination of the Plan shall not have any
other effect and any Option  outstanding  at the time of the  termination of the
Plan may be  exercised  after  termination  of the Plan at any time prior to the
expiration  date of such Option to the same  extent such Option  would have been
exercisable had the Plan not terminated.

                                      * * *