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                                                                   Exhibit 10.10


                         FOUNTAIN PHARMACEUTICALS, INC.

                             1998 STOCK OPTION PLAN

         SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS. The name of the
plan is the Fountain Pharmaceuticals, Inc. 1998 Stock Option Plan (the "Plan").
The purpose of the Plan is to encourage and enable the officers, employees,
directors and consultants of Fountain Pharmaceuticals, Inc. (the "Company") and
its subsidiaries upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company and its shareholders, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.

         The following terms shall be defined as set forth below:

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

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

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Effective Date" means the date on which the Plan is approved by the
Board as set forth in Section 14.

         "Fair Market Value" of the Stock on any given date means (i) if the
Stock is admitted to quotation on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the Fair Market Value on any given date
shall be the average of the highest bid and lowest asked prices of the Stock
reported for such date or, if no bid and asked prices were reported for such
date, for the last day preceding such date for which such prices were reported,
or (ii) if the Stock is admitted to trading on a United States securities
exchange or the NASDAQ National Market System, the Fair Market Value on any date
shall be the closing price reported for the Stock on such exchange or system for
such date or, if no sales were reported for such date, for the last day
preceding such date for which a sale was reported; and (iii) if the Fair Market
Value cannot be determined on the basis previously set forth in this definition
on the date that Fair Market Value is to be determined, the Board shall in good
faith determine the Fair Market Value of the Stock on such date.

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Independent Director" means a member of the Board who is not an
employee or officer of the Company or any Subsidiary.


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         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Option" or "Stock Option" means any Option to purchase shares of Stock
granted pursuant to Section 6.

         "Stock" means the Common Stock, par value $.001 per share, of the
Company, subject to adjustments pursuant to Section 9.

         "Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the Company, if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain.

         SECTION 2. ADMINISTRATION. The Plan shall be administered by the full
Board of Directors of the Company or a committee of such Board of Directors
comprised of two or more "Non-Employee Directors" within the meaning of Rule
16b-3(a)(3) promulgated under the Act (the "Plan Administrator"). Subject to the
provisions of the Plan, the Plan Administrator is authorized to:

         (a)      construe the Plan and any Option under the Plan;

         (b)      select the directors, officers, employees and consultants of
                  the Company and its Subsidiaries to whom Options may be
                  granted;

         (c)      determine the number of shares of Stock to be covered by any
                  Option;

         (d)      determine and modify from time to time the terms and
                  conditions, including restrictions, of any Option and to
                  approve the form of written instrument evidencing Options;

         (e)      accelerate at any time the exercisability or vesting of all or
                  any portion of any Option and/or to include provisions in
                  options providing for such acceleration;

         (f)      impose limitations on Options, including limitations on
                  transfer and repurchase provisions;

         (g)      extend the exercise period within which Stock Options may be
                  exercised; and

         (h)      determine at any time whether, to what extent, and under what
                  circumstances Stock and other amounts payable with respect to
                  an Option shall be deferred either automatically or at the
                  election of the participant and whether and to what extent the
                  Company shall pay or credit amounts


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                  constituting interest (at rates determined by the Plan
                  Administrator) or dividends or deemed dividends on such
                  deferrals.

The determination of the Plan Administrator on any such matters shall be
conclusive.

         SECTION 3. DELEGATION OF AUTHORITY TO GRANT OPTIONS. The Plan
Administrator, in its discretion, may delegate to the Chief Executive Officer
and President of the Company all or part of the Plan Administrator's authority
and duties with respect to granting Options to individuals who are not subject
to the reporting provisions of Section 16 of the Act or "covered employees"
within the meaning of Section 162(m) of the Code. The Plan Administrator may
revoke or amend the terms of such a delegation at any time, but such revocation
shall not invalidate prior actions of the Co-Chairmen that were consistent with
the terms of the Plan.

         SECTION 4. ELIGIBILITY. Directors, officers, full-time employees and
consultants of the Company or its Subsidiaries who, in the opinion of the Plan
Administrator, are mainly responsible for the continued growth and development
and future financial success of the business shall be eligible to participate in
the Plan.

         SECTION 5. SHARES SUBJECT TO THE PLAN. The number of shares of Stock
which may be issued pursuant to the Plan shall be 750,000. For purposes of the
foregoing limitation, the shares of Stock underlying any Options which are
forfeited, canceled, reacquired by the Company, satisfied without the issuance
of Stock or otherwise terminated (other than by exercise) shall be added back to
the number of shares of Stock available for issuance under the Plan.
Notwithstanding the foregoing, on and after the date that the Plan is subject to
Section 162(m) of the Code, Stock Options with respect to no more than 500,000
shares of Stock may be granted to any one individual participant. Common Stock
to be issued under the Plan may be either authorized and unissued shares or
shares held in treasury by the Company.

         SECTION 6. STOCK OPTIONS. Options granted pursuant to the Plan may be
either Options which are Incentive Stock Options or Non-Qualified Stock Options.
Incentive Stock Options and Non-Qualified Stock Options shall be granted
separately hereunder. The Plan Administrator, shall determine whether and to
what extent Options shall be granted under the Plan and whether such Options
granted shall be Incentive Stock Options or Non-Qualified Stock Options;
provide, however, that: (a) Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code; and (b) No Incentive Stock
Option may be granted following the tenth anniversary of the effective date of
the Plan. The provisions of the Plan and any stock Option agreement pursuant to
which Incentive Stock Options shall be issued shall be construed in a manner
consistent with Section 422 of the Code (or any successor provision) and rules
and regulations promulgated thereunder.

         SECTION 7. TERMS OF OPTIONS. Each Option granted under the Plan shall
be evidenced by an agreement between the Company and the person to whom such
Option is granted and shall be subject to the following terms and conditions:


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         (a)      Subject to adjustment as provided in Section 9 of this Plan,
                  the price at which each share covered by an Option may be
                  purchased shall be determined in each case by the Plan
                  Administrator; provided, however, that such price shall not,
                  in the case of an Incentive Stock Option, be less than the
                  Fair Market Value of the underlying Stock at the time the
                  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 ten percent
                  (10%) of the combined voting power of all classes of the stock
                  of the Company 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 covered by the Option on the date the Option
                  is granted.

         (b)      The aggregate Fair Market Value of shares of Stock with
                  respect to which Incentive Stock Options are first exercisable
                  by the optionee in any calendar year (under all plans of the
                  Company) shall not exceed the limitations, if any, imposed by
                  Section 422(d) of the Code (or any successor provision). If
                  any Option designated as an Incentive Stock Option, either
                  alone or in conjunction with any other Option or Options,
                  exceeds the foregoing limitation, the portion of such Option
                  in excess of such limitation shall automatically be
                  reclassified (in whole share increments and without fractional
                  share portions) as a Non-Qualified Stock Option, with later
                  granted Options being so reclassified first.

         (c)      Options shall not be transferable by the participant otherwise
                  than by will or by the laws of descent and distribution or
                  pursuant to a domestic relations order.

         (d)      Options may be exercised in whole at any time, or in part from
                  time to time, within such period or periods as may be
                  determined by the Plan Administrator and set forth in the
                  agreement (such period or periods being hereinafter referred
                  to as the "Option Period"), provided that such period may not
                  exceed ten years, unless the agreement provides otherwise:

                  (i)      If a participant who is an employee of the Company
                           shall cease to be employed by the Company, all
                           Options which the employee is then entitled to
                           exercise may be exercised only within three months
                           after the termination of employment and within the
                           Option Period or, if such termination was due to
                           death, disability or retirement (as hereinafter
                           defined), within six months after termination of
                           employment and within the Option Period.
                           Notwithstanding the foregoing: (a) in the event that
                           any termination of employment shall be for Cause (as
                           defined herein) or the participant becomes an officer
                           or director of, a consultant to or employed by a
                           Competing Business (as defined herein), during the
                           Option Period, then any and all Options held by such
                           participant shall forthwith terminate;


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                           and (b) the Plan Administrator may, in its sole
                           discretion, extend the post termination Option Period
                           of any Option provided that such extension does not
                           extend beyond the original Option Period.

                           For purposes of this Plan, the term "Cause" shall
                           mean (a) with respect to an individual who is party
                           to a written agreement with the Company which
                           contains a definition of "cause" or "for cause" or
                           words of similar import for purposes of termination
                           of employment thereunder by the Company, "cause" or
                           "for cause" as defined in such agreement; (b) in all
                           other cases (I) the willful commission by an employee
                           of a criminal or other act that causes substantial
                           economic damage to the Company or substantial injury
                           to the business reputation of the Company; (II) the
                           commission of an act of fraud in the performance of
                           such person's duties to or on behalf of the Company;
                           or (III) the continuing willful failure of a person
                           to perform the duties of such person to the Company
                           (other than a failure to perform duties resulting
                           from such person's incapacity due to illness) after
                           written notice thereof (specifying the particulars
                           thereof in reasonable detail) and a reasonable
                           opportunity to cure such failure are given to the
                           person by the Board of Directors of the Company or
                           the Plan Administrator. For purposes of the Plan, no
                           act, or failure to act, on the part of any person
                           shall be considered "willful" unless done or omitted
                           to be done by the person other than in good faith and
                           without reasonable belief that the person's action or
                           omission was in the best interest of the Company.

                  (ii)     If a participant who is a director of the Company
                           shall cease to serve as a director of the Company,
                           any Options then exercisable by such director may be
                           exercised only within three months after the
                           cessation of service and within the Option Period
                           unless such cessation was due to death or disability,
                           in which case such optionee may exercise such Option
                           within six months after cessation of service and
                           within the Option Period. Notwithstanding the
                           foregoing (a) if any cessation of service as a
                           director was the result of removal for cause (as
                           determined under the corporation laws of Delaware)
                           any Options held by such participant shall forthwith
                           terminate; and (b) the Plan Administrator may in its
                           sole discretion extend the post service Option Period
                           of any Option provided that such extension does not
                           extend beyond the original Option Period;

                  (iii)    Options may not be exercised for more shares (subject
                           to adjustment as provided in Section 9) after the
                           termination of the participant's employment,
                           cessation of service as a director or the
                           participant's death, as the case may be, than the
                           participant was


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                           entitled to purchase thereunder at the time of the
                           termination of the participant's employment or the
                           participant's death; and

                  (iv)     If a participant owns (or is deemed to own under
                           applicable provisions of the Code and regulations
                           promulgated thereunder) more than 10% of the combined
                           voting power of all classes of stock of the Company
                           (or any parent or subsidiary corporation of the
                           Company) and an Option granted to such participant is
                           intended to qualify as an Incentive Stock Option, the
                           Option by its terms may not be exercisable after the
                           expiration of five years from the date such Option is
                           granted.

         (e)      The Option exercise price of each share purchased pursuant to
                  an Option shall be paid in full at the time of each exercise
                  (the "Payment Date") of the Option (i) in cash; (ii) by
                  delivering to the Company a notice of exercise with an
                  irrevocable direction to a broker-dealer registered under the
                  Act to sell a sufficient portion of the shares and deliver the
                  sale proceeds directly to the Company to pay the exercise
                  price; (iii) in the discretion of the Plan Administrator,
                  through the delivery to the Company of previously-owned shares
                  of Common Stock having an aggregate Fair Market Value equal to
                  the Option exercise price of the shares being purchased
                  pursuant to the exercise of the Option; provided, however,
                  that shares of Common Stock delivered in payment of the Option
                  price must have been held by the participant for at least six
                  (6) months in order to be utilized to pay the Option price;
                  (iv) in the discretion of the Plan Administrator, through an
                  election to have shares of Common Stock otherwise issuable to
                  the optionee withheld to pay the exercise price of such
                  Option; or (v) in the discretion of the Plan Administrator,
                  through any combination of the payment procedures set forth in
                  subsections (i)-(iv) of this Section 7(e).

         (f)      The Plan Administrator, in its discretion, may authorize
                  "stock retention Options" which provide, upon the exercise of
                  an Option previously granted under this Plan (a "prior
                  Option"), using previously owned shares, for the automatic
                  issuance of a new Option under this Plan with an exercise
                  price equal to the current Fair Market Value and for up to the
                  number of shares equal to the number of previously-owned
                  shares delivered in payment of the exercise price of the prior
                  Option. Such stock retention Option shall have the same Option
                  Period as the prior Option.

         (g)      Nothing contained in the Plan nor in any Option agreement
                  shall confer upon any participant any right with respect to
                  the continuance of employment by the Company nor interfere in
                  any way with the right of the Company to terminate his
                  employment or change his compensation at any time.


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         (h)      The Plan Administrator may include such other terms and
                  conditions not inconsistent with the foregoing as the Plan
                  Administrator shall approve. Without limiting the generality
                  of the foregoing sentence, the Plan Administrator shall be
                  authorized to determine that Options shall be exercisable in
                  one or more installments during the term of the Option,
                  subject to the attainment of performance goals and objectives
                  and the right to exercise may be cumulative as determined by
                  the Plan Administrator.

SECTION 8. TAX WITHHOLDING.

         (a)      Whenever shares are to be issued under the Plan, the Company
                  shall have the right to require the participant to remit to
                  the Company an amount sufficient to satisfy federal, state and
                  local tax withholding requirements prior to the delivery of
                  any certificate for shares or any proceeds. If a participant
                  makes a disposition of shares acquired upon the exercise of an
                  Incentive Stock Option within either two years after the
                  Option was granted or one year after its exercise by the
                  participant, the participant shall promptly notify the Company
                  and the Company shall have the right to require the
                  participant to pay to the Company an amount sufficient to
                  satisfy federal, state and local tax withholding requirements.

         (b)      A participant who is obligated to pay the Company an amount
                  required to be withheld under applicable tax withholding
                  requirements may pay such amount (i) in cash; (ii) in the
                  discretion of the Plan Administrator, through the delivery to
                  the Company of previously-owned shares of Common Stock having
                  an aggregate Fair Market Value on the relevant date equal to
                  the tax obligation provided that the previously owned shares
                  delivered in satisfaction of the withholding obligations must
                  have been held by the participant for at least six (6) months;
                  or (iii) in the discretion of the Plan Administrator, through
                  a combination of the procedures set forth in subsections (i)
                  and (ii) of this Section 8(b).

         (c)      A participant who is obligated to pay to the Company an amount
                  required to be withheld under applicable tax withholding
                  requirements in connection with either the exercise of a
                  Non-Qualified Stock Option, in the discretion of the Plan
                  Administrator, elect to satisfy this withholding obligation,
                  in whole or in part, by requesting that the Company withhold
                  shares of stock otherwise issuable to the participant having a
                  Fair Market Value on the relevant date equal to the amount of
                  the tax required to be withheld. Any fractional amount shall
                  be paid to the Company by the participant in cash or shall be
                  withheld from the participant's next regular paycheck.

         (d)      An election by a participant to have shares of stock withheld
                  to satisfy federal, state and local tax withholding
                  requirements pursuant to Section 8(c) must be in writing and
                  delivered to the Company prior to the relevant date.


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SECTION 9. ADJUSTMENT OF NUMBER AND PRICE OF SHARES.

         Any other provision of the Plan notwithstanding:

         (a)      If, through or as a result of any merger, consolidation, sale
                  of all or substantially all of the assets of the Company,
                  reorganization, recapitalization, reclassification, stock
                  dividend, stock split, reverse stock split or other similar
                  transaction, the outstanding shares of Stock are increased or
                  decreased or are exchanged for a different number or kind of
                  shares or other securities of the Company, or additional
                  shares or new or different shares or other securities of the
                  Company or other non-cash assets are distributed with respect
                  to such shares of Stock or other securities, the Plan
                  Administrator shall make an appropriate or proportionate
                  adjustment in (i) the number of Stock Options that can be
                  granted to any one individual participant, (ii) the number and
                  kind of shares subject to any then outstanding Options Plan,
                  and (iii) the price for each share subject to any then
                  outstanding Stock Options under the Plan, without changing the
                  aggregate exercise price (i.e., the exercise price multiplied
                  by the number of shares) as to which such Stock Options remain
                  exercisable. The adjustment by the Plan Administrator shall be
                  final, binding and conclusive.

         (b)      In the event that, by reason of a corporate merger,
                  consolidation, acquisition of property or stock, separation,
                  reorganization or liquidation, the Board of Directors shall
                  authorize the issuance or assumption of a Stock Option or
                  Stock Options in a transaction to which Section 424(a) of the
                  Code applies, then, notwithstanding any other provision of the
                  Plan, the Plan Administrator may grant an Option or Options
                  upon such terms and conditions as it may deem appropriate for
                  the purpose of assumption of the old Option, or substitution
                  of a new Option for the old Option, in conformity with the
                  provisions of Code Section 424(a) and the rules and
                  regulations thereunder, as they may be amended from time to
                  time.

         (c)      No adjustment or substitution provided for in this Section 9
                  shall require the Company to issue or to sell a fractional
                  share under any stock Option agreement or share award
                  agreement and the total adjustment or substitution with
                  respect to each stock Option and share award agreement shall
                  be limited accordingly.

         (d)      In the case of (i) the dissolution or liquidation of the
                  Company, (ii) a merger, reorganization or consolidation in
                  which the Company is acquired by another person or entity
                  (other than a holding company formed by the Company), (iii)
                  the sale of all or substantially all of the assets of the
                  Company to an unrelated person or entity, or (iv) the sale of
                  all of the stock of the Company to a unrelated person or
                  entity (in each case, a "Fundamental Transaction"), the Plan
                  and all Options granted hereunder shall terminate, unless
                  provision is made in connection with the


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                  Fundamental Transaction for the assumption of the Options
                  heretofore granted, or the substitution of such Options with
                  new awards of the successor entity, with appropriate
                  adjustment as to the number and kind of shares and, if
                  appropriate, the per share exercise price as provided in
                  Subsections (a) and (b) of this Section 9. In the event of
                  such termination each participant shall be notified of such
                  proposed termination and permitted to exercise for a period of
                  at least 15 days prior to the date of such termination all
                  Options held by such participant which are then exercisable.

         SECTION 10. AMENDMENT AND DISCONTINUANCE. The Board of Directors may
alter, amend, suspend or discontinue the Plan at any time, provided that no such
action shall deprive any person without such person's consent of any rights
theretofore granted pursuant hereto.

         SECTION 11. COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Notwithstanding
any provision of the Plan or the terms of any agreement entered into pursuant to
the Plan, the Company shall not be required to issue any shares hereunder prior
to registration of the shares subject to the Plan under the Securities Act of
1933 or the Act, if such registration shall be necessary, or before compliance
by the Company or any participant with any other provisions of either of those
acts or of regulations or rulings of the Securities and Exchange Commission
thereunder, or before compliance with other federal and state laws and
regulations and rulings thereunder, including the rules of any applicable
exchange or of the Nasdaq Stock Market. The Company shall use its best efforts
to effect such registrations and to comply with such laws, regulations and
rulings forthwith upon advice by its counsel that any such registration or
compliance is necessary.

         SECTION 12. COMPLIANCE WITH SECTION 16. With respect to persons subject
to Section 16 of the Act, transactions under this Plan are intended to comply
with all applicable conditions of Rule 16b-3 (or its successor rule and shall be
construed to the fullest extent possible in a manner consistent with this
intent). To the extent that any Option fails to so comply, it shall be deemed to
be modified to the extent permitted by law and to the extent deemed advisable by
the Plan Administrator in order to comply with Rule 16b-3.

         SECTION 13. PARTICIPATION BY FOREIGN NATIONALS. The Plan Administrator
may, in order to fulfill the purposes of the Plan and without amending the Plan,
modify grants to foreign nationals or United States citizens employed abroad in
order to recognize differences in local law, tax policy or custom.

         SECTION 14. EFFECTIVE DATE OF PLAN. The Plan became effective on
December 8, 1998.


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