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                                                                   EXHIBIT 10.10

                                      PDT, INC.
                               STOCK COMPENSATION PLAN

                              RESTRICTED SHARE AGREEMENT

    THIS RESTRICTED SHARE AGREEMENT (THE "AGREEMENT") is made and entered into
at Santa Barbara, California, on the date hereinafter set forth by and between
PDT, INC., a Delaware corporation, hereinafter called the "COMPANY", and the
person whose name is set forth on the signature page hereof, hereinafter called
the "HOLDER", who is an officer, key employee, employee director, independent
contractor or agent of the Company or one of its subsidiaries, who is
responsible for or contributes to the management, growth, or profitability of
the business of the Company or one of its subsidiaries.

WHEREAS:

    A.   The Board of Directors of the Company (THE "BOARD") adopted on May 17,
1996, with subsequent stockholder approval, the PDT, Inc. 1996 Stock
Compensation Plan (THE "PLAN");

    B.   The Plan provides for the awarding of restricted shares of the
Company's Common Stock, par value $0.01 (THE "STOCK") under the Restricted Share
Program ("THE RESTRICTED PROGRAM") by a committee to be appointed by the Board
(THE "PLAN ADMINISTRATORS") to officers, key employees, employee directors,
independent contractors or agents of the Company or any subsidiary of the
Company as the Plan Administrators may determine, subject to terms, conditions
or restrictions as the Plan Administrators may deem appropriate, in accordance
with the terms and provisions of the Plan; and

    C.   The Plan Administrators have awarded, pursuant to the Restricted Plan,
a restricted stock award to the Holder conditioned upon the execution of this
Agreement by the Company and the Holder setting forth all the terms and
conditions applicable to such award as documented herein.

    NOW, THEREFORE, in consideration of the mutual promise and covenant
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:

    1.   AWARD OF STOCK.    Under the terms and conditions of the Plan and as
hereinafter set forth, the Company, with the approval and at the direction of
the Plan Administrators, hereby awards and transfers to the Holder a restricted
stock award on the Date of Grant set forth on the signature page hereof,
covering the number of shares of Stock set forth on the signature page hereof
(THE "SHARES") subject to the terms, conditions and restrictions set forth in
this Agreement.  This transfer of the Shares shall constitute a transfer of such
property in connection with the Holder's performance of service to the Company,
which transfer is intended to constitute a "transfer" for purposes of Section 83
of the Internal Revenue Code (THE "CODE").


    2.   SHARE RESTRICTIONS.    During the period beginning on the Date of
Grant as set forth on the signature page hereof and ending on the End of
Restriction set forth on the signature page hereof (THE "RESTRICTION PERIOD"),
the Holder's ownership of the Shares shall be subject to a risk of forfeiture
(which risk is intended to constitute a "substantial risk of forfeiture" for
purposes of Section

                                                    RESTRICTED SHARE AGREEMENT
                                             PDT, INC. STOCK COMPENSATION PLAN
                                                                       Page-1-

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83 of the Code).  The transfer of the Shares shall become nonforfeitable upon
the achievement of the service or performance conditions specified on the
signature page hereof (THE "PERFORMANCE CONDITIONS") within the Restriction
Period.  The Holder will be required to pay an amount equal to the aggregate par
value of the Shares, which amount will be returned to the Holder in the event
the Shares are forfeited.

    3.   ISSUANCE OF SHARES.    The Company shall cause a stock certificate
evidencing the Shares in the name of the Holder, such certificate shall be
registered in the name of the Holder and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
restricted shares, substantially in the following form:

    The transferability of this certificate and the shares of stock represented
    hereby are subject to the terms and conditions (including forfeiture) of
    the PDT, Inc. Restricted Share Agreement entered into between the
    registered owner hereof and PDT, Inc., a  copy of which is on file at the
    offices of PDT, Inc.

    The stock certificate evidencing the Shares shall be held in the custody of
the Company until the restrictions thereon shall have lapsed and the Holder
shall deliver a stock power, endorsed in blank, relating to the Shares to the
Company.  At the expiration of the Restriction Period, the Company shall deliver
to the Holder any certificates held by the Company representing the Shares with
respect to which the applicable Performance Conditions have been satisfied and
destroy said stock power.

    The obligation of the Company to deliver the Shares hereunder shall be
subject to the condition that, if at any time the Plan Administrators determine
in their sole discretion that the listing, registration or qualification of the
Shares upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the Shares or the issuance
or purchase of Stock thereunder, the Shares may not be released by the Company
in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Plan Administrators.

    4.   RESTRICTED SHARE RIGHTS UPON TERMINATION OF EMPLOYMENT OR SERVICES.
If the Holder terminates employment with or service to the Company or any of its
subsidiaries prior to the expiration of the Restriction Period and the
applicable Performance Conditions have not been met, the Shares granted to him
or her subject to such Restriction Period shall be forfeited by Holder and shall
be transferred to the Company.  The Plan Administrators may, in their sole
discretion, accelerate the lapsing of or waive such restrictions in whole or in
part based upon such factors and such circumstances as the Plan Administrators
may determine, in their sole discretion, including, but not limited to, the Plan
Participant's retirement, death or disability, all changes in the terms of the
Restriction Period to be evidenced in the Restricted Share Agreement or an
amendment thereto in writing.

    5.   STOCKHOLDER RIGHTS. At the discretion of the Plan Administrators, the
Holder may have, with respect to the restricted shares granted, all of the
rights of a stockholder of the Company, including the right to vote the shares,
and the right to receive any dividends thereon.  The Plan Administrators may
(but are not obligated to) require that any dividends on such shares shall be
automatically deferred and reinvested in additional restricted shares subject to
the same restrictions as the underlying restricted shares.  Certificates for
shares of unrestricted stock shall be delivered to the


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Holder promptly after, and only after, the Restriction Period shall expire
without forfeiture in respect of such restricted shares, all in accordance to
the terms of the Restricted Share Agreement.

    6.   CHANGE OF CONTROL.    If a Change of Control (as defined below) occurs
prior to the end of the Restriction Period, then from and after the Acceleration
Date (as defined below), the Restriction Period shall lapse, whether or not the
Performance Conditions have been met and certificates representing such Shares
shall be delivered to the Holder no later than the fifth day following the
Acceleration Date.

    As defined herein, "CHANGE OF CONTROL" shall mean the occurrence of any of
the following: (i) any "person" or "group" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities and Exchange Act of 1934, as amended ( the
"Exchange Act")), other than the Company, a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a company owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 20% or more of the
total combined voting power represented by the Company's then outstanding voting
securities; or (ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board and any new director (other
than a director designated by a person who has entered into an agreement with
the Company to effect a transaction described in clause (i),  (iii) or (iv) of
this definition) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds (2/3) of
the directors who either were directors at the beginning of the two-year period
or whose election or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof;  (iii) any Reorganization as
defined below; or (iv) the stockholders of the Company adopt a plan of complete
liquidation of the Company.

    The term "REORGANIZATION" as used herein shall mean: (i) the approval by
the stockholders of the Company of any statutory merger, consolidation or share
exchange to which the Company is a party as a result of which the persons who
were stockholders of the Company immediately prior to the effective date of such
Reorganization shall have beneficial ownership of less than fifty percent (50%)
of the total combined voting power in the election of directors of the surviving
corporation following the effective date of such Reorganization; or (ii) the
approval by stockholders of an agreement for the sale or disposition by the
Company of all or substantially all of the assets of the Company.

    For purposes of this definition of Reorganization, the term "sale or
disposition by the Company of all or substantially all of the assets of the
Company" shall mean a sale or other disposition transaction or series of related
transactions involving assets of the Company or any subsidiary thereof
(including the stock of any direct or indirect subsidiary of the Company) in
which the value of the assets or stock being sold or otherwise disposed of (as
measured by the purchase price being paid therefor or by such other method as
the Board of Directors of the Company determines is appropriate in a case where
there is no readily ascertainable purchase price) constitutes more than
two-thirds of the fair market value of the Company (as hereinafter defined).
For purposes of the preceding sentence, the "fair market value of the Company"
shall be the aggregate market value of the outstanding shares of Common Stock of
the Company (on a fully diluted basis) plus the aggregate market value of the
Company's other outstanding equity securities.  The aggregate market value of
the shares of Common Stock of the Company shall be determined by multiplying the
number of shares of the Company's Common Stock (on a fully diluted basis)
outstanding on the date of the execution and delivery of a


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definitive agreement with respect to the transaction or series of related
transactions (the "Transaction Date") by the average closing price of the shares
of Common Stock of the Company for the ten trading days immediately preceding
the Transaction Date.  The aggregate market value of any other equity securities
of the Company shall be determined in a manner similar to that prescribed in the
immediately preceding sentence for determining the aggregate market value of the
shares of Common Stock of the Company or by such other method as the Board shall
determine is appropriate.

    As defined herein, "ACCELERATION DATE" shall mean the earliest date on
which any of the following events shall have first occurred: (i) the acquisition
described in clause (i) of the definition of Change of Control above; (ii) the
change in the composition of the Board of Directors of the Company described in
clause (ii) above; or (iii) the stockholder approval or adoption described in
clauses (iii) and (iv) above.

    7.   NONTRANSFERABILITY OF SHARES.    During the Restriction Period the
Holder shall not sell, pledge, assign, transfer in any manner, exchange or
otherwise encumber of make subject to any creditor's process, whether
voluntarily, involuntarily or by operation of law, the Shares, other than by
will or the laws of descent and distribution pursuant to Article I, Section 19
of the Plan and any attempt to do so shall be of no effect.

    8.   COMPLIANCE WITH SECURITIES LAWS.    Upon the lapse of the Restriction
Period, the Shares shall not be delivered to the Holder unless such delivery
shall comply with all applicable provisions of foreign, state and federal law
including, without limitation, the Securities Act of 1933, as amended, and the
Exchange Act, and the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares of Common Stock may
then be listed.  As a condition of the delivery of the Shares to the Holder, the
Plan Administrators may require the Holder to furnish evidence satisfactory to
the Company, including a written and signed representation letter and consent to
be bound by any transfer restriction imposed by law, legend, condition or
otherwise, that the Shares are being purchased only for investment and without
any present intention to sell or distribute the Shares in violation of any state
or federal law, rule or regulation, if required by the Company.  Further, the
Holder shall consent to the imposition of a legend on the Shares and the
imposition of stop-transfer instructions restricting their transferability as
may be required by the Plan Administrators in their discretion to ensure
compliance with such laws.

    9.   CONTINUED EMPLOYMENT.  Nothing in the Plan or in this Agreement shall
confer upon the Holder any right to continued employment by, or service to, the
Company or its subsidiaries or limit in any way the right of the Company or its
subsidiaries at any time to terminate or alter the terms of that employment or
service agreement.  In the discretion of the Plan Administrators, the Holder may
also be required to agree to non-competition, non-disclosure, non-solicitation
or any other terms or provisions not inconsistent with the Plan in consideration
of the grant of the Shares.

    10.  WITHHOLDING.    The grant of the Shares are subject to the condition
that if, at any time, the Company shall determine in its sole discretion, that
the satisfaction of withholding tax or other withholding liabilities under any
state or federal law is necessary or desirable as a condition of, or in
connection with, such grant of Shares pursuant hereto, then in such event, the
grant of the Shares shall not be effective unless such withholding shall have
been effected or obtained in a manner acceptable to the Company.  At the Plan
Administrators sole and complete discretion, the Company may, from time to time
unilaterally withhold or voluntarily accept shares of Stock already issued to
the


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Holder and/or stock subject to an Award as defined in the Plan as the source of
payment for such liabilities.

    11.  BINDING EFFECT; AMENDMENT.   This Agreement shall be binding upon and
inure to the benefit of the heirs, executors, administrators and successors of
the parties hereto.  The Agreement may be amended by the Plan Administrators at
any time (i) if the Plan Administrators determine, in their sole discretion,
that amendment is necessary or advisable in the light of any addition to or
change in the Code or in the regulations issued thereunder, or any federal or
state securities law or other law or regulation, which change occurs after the
Date of Grant and by its terms applies to the Shares; or (ii) other than in the
circumstances described in clause (i) above, with the written consent of the
Holder.

    12.  NOTICES.    All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or by certified mail, return receipt requested, to the
Company's and the Holder's addresses as set forth on the signature page hereof.

    13.  INCORPORATION OF PLAN BY REFERENCE.    This Agreement is granted
pursuant to the terms of the PDT, Inc. 1996 Stock Compensation Plan, the terms
of which are incorporated herein by reference and the Agreement shall, in all
respects, be interpreted in accordance with the Plan.  A copy of the plan has
been given to the Holder and the Holder agrees to be bound by the Plan.  The
Plan Administrators shall interpret and construe the Plan and the Agreement, and
their interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.  In case of any conflict in the
terms of the Plan, or between the Plan and this Agreement, the provisions in the
Article IV of the Plan shall control those in a different Article and the
provisions of the Plan shall control those which are inconsistent with this
Agreement.  All capitalized terms used in this agreement shall have the same
meaning as in the Plan.

    14.  CHOICE OF LAW AND VENUE.    This Agreement, the Plan and all related
documents shall be governed by, and construed in accordance with, the laws of
the State of California (except to the extent the provisions of Delaware
corporate law may be applicable).  Acceptance of this Agreement shall be deemed
to constitute consent to the jurisdiction and venue of the Superior Court of
Santa Barbara County, California and the United States District Court of the
Central District of California for all purposes in connection with any suit,
action or other proceeding relating to this Agreement, including the enforcement
of any rights under the Plan or any agreement or other document, and shall be
deemed to constitute consent to any process or notice of motion in connection
with such proceeding being served by certified or registered mail or personal
service within or without the State of California, provided a reasonable time
for appearance is allowed.

    15.  FORCE AND EFFECT.    The various provisions of this Agreement are
severable in their entirety.  Any determination of invalidity or
unenforcEability of any one provision shall have no effect on the continuing
force and effect of the remaining provisions.

    16.  ENTIRE AGREEMENT.    This Agreement and the Plan contain the entire
understanding of the parties and except as provided herein and in the Plan, this
Agreement shall not be modified or amended except in writing and duly signed by
the parties hereto.  No waiver by either party of any default under this
Agreement shall be deemed a waiver of any later default.


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    IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute this Restricted Share Agreement and the Holder has placed his or her
signature hereon, effective as of the Date of Grant.


--------------------------------------------------------------------------------
                         RESTRICTED SHARE AGREEMENT: #RS ____
--------------------------------------------------------------------------------

DATE OF GRANT:                         END OF RESTRICTED PERIOD:

-------------------                    --------------------

NUMBER OF RESTRICTED SHARES:           HOLDER:

-------------------                    ----------------------------------------

PERFORMANCE CONDITIONS:

--------------------------------------------------------------------------------


THE "COMPANY"
PDT, INC.

BY: _________________________________________
         GARY S. KLEDZIK, PH.D.
TITLE    C.E.O. & CHAIRMAN

ADDRESS: 7408 HOLLISTER AVENUE
         SANTA BARBARA, CALIFORNIA 93117
         805/685-9880


ACCEPTED AND AGREED TO:

THE "HOLDER"

SIGNATURE:    ___________________________________________

PRINTED NAME:      ______________________________________

ADDRESS:      ___________________________________________

              ___________________________________________

SOCIAL SECURITY #:  _____________________________________


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