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                                                                   EXHIBIT 10.94


                        INTERNEURON PHARMACEUTICALS, INC.

                         1998 EMPLOYEE STOCK OPTION PLAN


1.   PURPOSE.

     The purpose of this plan (the "Plan") is to secure for INTERNEURON
PHARMACEUTICALS, INC. (the "Company") and its stockholders the benefits arising
from capital stock ownership by employees, officers and directors of, and
consultants to, the Company who are expected to contribute to the Company's
future growth and success. Except where the context otherwise requires, the term
"Company" shall include all present and future subsidiaries of the Company as
defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code"). Those provisions of the Plan
which make express reference to Section 422 shall apply only to Incentive Stock
Options (as that term is defined in the Plan).

2.   TYPE OF OPTIONS AND ADMINISTRATION.

     (a) TYPES OF OPTIONS. Options granted pursuant to the Plan shall be
authorized by action of the Board of Directors of the Company (or a committee
designated by the Board of Directors, the "Committee") and may be either
incentive stock options ("Incentive Stock Options") meeting the requirements of
Section 422 of the Code or non-statutory options which are not intended to meet
the requirements of Section 422 of the Code.

     (b) ADMINISTRATION. The Plan will be administered by the Board of Directors
or the Committee, whose construction and interpretation of the terms and
provisions of the Plan shall be final and conclusive. The delegation of powers
to the Committee shall be consistent with applicable laws or regulations
(including, without limitation, applicable state law and Rule 16b-3 ("Rule
16b-3") promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act"), or any successor rule). The Board of Directors or the Committee may in
its sole discretion grant options to purchase shares of the Company's Common
Stock, $.001 par value per share ("Common Stock") and issue shares upon exercise
of such options as provided in the Plan. The Board of Directors or the Committee
shall have authority, subject to the express provisions of the Plan, to construe
the respective option agreements and the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions of the respective option agreements, which need not be identical, and
to make all other determinations in the judgment of the Board of Directors or
the Committee necessary or desirable for the administration of the Plan. The
Board of Directors or the Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any option agreement
in the manner and to the extent it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such expediency. No director
or person acting pursuant to authority delegated by the Board of Directors or
the Committee shall be liable for any action or determination under the Plan
made in good faith. Subject to adjustment as provided in Section 15 below, the
aggregate number of shares of Common Stock that may be subject to Options
granted to any person in a calendar year shall not exceed 25% of the maximum
number of shares which may be issued and sold under the Plan, as set forth in
Section



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4 hereof, as such section may be amended from time to time.

     (c) APPLICABILITY OF RULE 16b-3. Those provisions of the Plan which make
express reference to Rule 16b-3 shall apply to the Company only at such time as
the Company's Common Stock is registered under the Exchange Act, subject to the
last sentence of Section 3(b), and then only to such persons as are required to
file reports under Section 16(a) of the Exchange Act (a "Reporting Person").

3.   ELIGIBILITY.

     (a) Options may be granted to persons who are, at the time of grant,
employees, officers or directors of, and consultants to, the Company
("Participants") PROVIDED, that Incentive Stock Options may only be granted to
individuals who are employees of the Company (within the meaning of Section
3401(c) of the Code) and PROVIDED FURTHER, that no person who is, as of the date
of adoption of the Plan by the Board of Directors, an executive officer or
director of Interneuron Pharmaceuticals, Inc. shall be eligible to receive an
option grant under the Plan. A person who has been granted an option may, if he
or she is otherwise eligible, be granted additional options if the Board of
Directors or the Committee shall so determine.

     (b) GRANT OF OPTIONS TO REPORTING PERSONS. The selection of a director or
an officer who is a Reporting Person (as the terms "director" and "officer" are
defined for purposes of Rule 16b-3) as a recipient of an option, the timing of
the option grant, the exercise price of the option and the number of shares
subject to the option shall be determined either by the Board of Directors by
the Committee.

4.   STOCK SUBJECT TO PLAN.

     The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 15 below, the maximum number of shares of Common Stock of
the Company which may be issued and sold under the Plan is one million five
hundred thousand (1,500,000) shares. If an option granted under the Plan shall
expire, terminate or is cancelled for any reason without having been exercised
in full, the unpurchased shares subject to such option shall again be available
for subsequent option grants under the Plan.

5.   FORMS OF OPTION AGREEMENTS.

     As a condition to the grant of an option under the Plan, each recipient of
an option shall, if requested by the Company, execute an option agreement in
such form not inconsistent with the Plan as may be approved by the Board of
Directors or the Committee. Such option agreements may differ among recipients.

6.   PURCHASE PRICE.

     (a) GENERAL. The purchase price per share of stock deliverable upon the
exercise of an option shall be determined by the Board of Directors or the
Committee at the time of grant of such option; PROVIDED, HOWEVER, that in the
case of an Incentive Stock Option, the exercise price shall not be less than
100% of the Fair Market Value (as hereinafter defined) of such stock, at the
time of grant of such option, or less than 110% of such Fair Market Value in 



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the case of options described in Section 11(b). "Fair Market Value" of a share
of Common Stock of the Company as of a specified date for the purposes of the
Plan shall mean the closing price of a share of the Common Stock on the
principal securities exchange (including the Nasdaq National Market) on which
such shares are traded on the day immediately preceding the date as of which
Fair Market Value is being determined, or on the next preceding date on which
such shares are traded if no shares were traded on such immediately preceding
day, or if the shares are not traded on a securities exchange, Fair Market Value
shall be deemed to be the average of the high bid and low asked prices of the
shares in the over-the-counter market on the day immediately preceding the date
as of which Fair Market Value is being determined or on the next preceding date
on which such high bid and low asked prices were recorded. If the shares are not
publicly traded, Fair Market Value of a share of Common Stock (including, in the
case of any repurchase of shares, any distributions with respect thereto which
would be repurchased with the shares) shall be determined in good faith by the
Board of Directors or the Committee. In no case shall Fair Market Value be
determined with regard to restrictions other than restrictions which, by their
terms, will never lapse.

     (b) PAYMENT OF PURCHASE PRICE. Options granted under the Plan may provide
for the payment of the exercise price by delivery of cash or a check to the
order of the Company in an amount equal to the exercise price of such options,
or by any other means which the Board of Directors or the Committee determines
are consistent with the purpose of the Plan and with applicable laws and
regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board).

7.   OPTION PERIOD.

     Subject to earlier termination as provided in the Plan, each option and all
rights thereunder shall expire on such date as determined by the Board of
Directors or the Committee and set forth in the applicable option agreement,
PROVIDED, that such date shall not be later than seven (7) years after the date
on which the option is granted.

8.   EXERCISE OF OPTIONS.

     Each option granted under the Plan shall be exercisable either in full or
in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan. Subject to the requirements in the immediately preceding sentence,
if an option is not at the time of grant immediately exercisable, the Board of
Directors or the Committee may (i) in the agreement evidencing such option,
provide for the acceleration of the exercise date or dates of the subject option
upon the occurrence of specified events, and/or (ii) at any time prior to the
complete termination of an option, accelerate the exercise date or dates of such
option.

9.   TRANSFERABILITY OF OPTIONS.

     No incentive stock option granted under this Plan shall be assignable or
otherwise transferable by the optionee except by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
in the Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder. The Board of Directors or the Committee may, in its
discretion, authorize all or a portion of any non-statutory options to be
granted to an optionee to be on terms which permit transfer by such optionee to
(i) the spouse, children or grandchildren of the optionee ("Immediate Family
Members"), (ii) a trust or trusts for 




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the exclusive benefit of such Immediate Family Members, or (iii) a partnership
in which such Immediate Family Members are the only partners, provided that (w)
the options must be held by the optionee for a period of at least one month
prior to transfer, (x) there may be no consideration for any such transfer, (y)
the stock option agreement pursuant to which such options are granted must be
approved by the Board of Directors or the Committee, and must expressly provide
for transferability in a manner consistent with this Section, and (z) subsequent
transfers of transferred options shall be prohibited except by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined in the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder. Following transfer, any such options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of the Plan the term
"optionee" shall be deemed to refer to the transferee. The events of termination
of employment of Section 10 hereof shall continue to be applied with respect to
the original optionee. An option may be exercised during the lifetime of the
optionee only by the original optionee. In the event an optionee dies during his
employment by the Company or any of its subsidiaries, or during the three-month
period following the date of termination of such employment, his option shall
thereafter be exercisable, during the period specified in the option agreement,
by his executors or administrators to the full extent to which such option was
exercisable by the optionee at the time of his death during the periods set
forth in Section 10 or 11(d).

10.  EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

     Except as provided in Section 11(d) with respect to Incentive Stock Options
and except as otherwise determined by the Committee at the date of grant of an
Option, and subject to the provisions of the Plan, an optionee may exercise an
option at any time within six (6) months following the termination of the
optionee's employment or other relationship with the Company or within one (1)
year if such termination was due to the death or disability of the optionee but,
except in the case of the optionee's death, in no event later than the
expiration date of the Option. If the termination of the optionee's employment
is for cause or is otherwise attributable to a breach by the optionee of an
employment or confidentiality or non-disclosure agreement, the option shall
expire immediately upon such termination, except as otherwise determined by the
Board of Directors. The Board of Directors shall have the power to determine
what constitutes a termination for cause or a breach of an employment or
confidentiality or non-disclosure agreement, whether an optionee has been
terminated for cause or has breached such an agreement, and the date upon which
such termination for cause or breach occurs. Any such determinations shall be
final and conclusive and binding upon the optionee.

11.  INCENTIVE STOCK OPTIONS.

     Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:

     (a) EXPRESS DESIGNATION. All Incentive Stock Options granted under the Plan
shall, at the time of grant, be specifically designated as such in the option
agreement covering such Incentive Stock Options.

     (b) 10% STOCKHOLDER. If any employee to whom an Incentive Stock Option is
to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rules of Section 424(d) of



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the Code), then the following special provisions shall be applicable to the
Incentive Stock Option granted to such individual:

          (i)  The purchase price per share of the Common Stock subject to such
     Incentive Stock Option shall not be less than 110% of the Fair Market Value
     of one share of Common Stock at the time of grant; and

          (ii) The option exercise period shall not exceed five years from the
     date of grant.

     (c) DOLLAR LIMITATION. For so long as the Code shall so provide, options
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended to constitute Incentive Stock Options
shall not constitute Incentive Stock Options to the extent that such options, in
the aggregate, become exercisable for the first time in any one calendar year
for shares of Common Stock with an aggregate Fair Market Value, as of the
respective date or dates of grant, of more than $100,000.

     (d) TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY. No Incentive Stock
Option may be exercised unless, at the time of such exercise, the optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Company, except that:

          (i)   an Incentive Stock Option may be exercised within the period of
     three months after the date the optionee ceases to be an employee of the
     Company (or within such lesser period as may be specified in the applicable
     option agreement), PROVIDED, that the agreement with respect to such option
     may designate a longer exercise period and that the exercise after such
     three-month period shall be treated as the exercise of a non-statutory
     option under the Plan;

          (ii)  if the optionee dies while in the employ of the Company, or
     within three months after the optionee ceases to be such an employee, the
     Incentive Stock Option may be exercised by the person to whom it is
     transferred by will or the laws of descent and distribution within the
     period of one year after the date of death (or within such lesser period as
     may be specified in the applicable option agreement); and

          (iii) if the optionee becomes disabled (within the meaning of Section
     22(e)(3) of the Code or any successor provisions thereto) while in the
     employ of the Company, the Incentive Stock Option may be exercised within
     the period of one year after the date the optionee ceases to be such an
     employee because of such disability (or within such lesser period as may be
     specified in the applicable option agreement).

For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.



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12.  ADDITIONAL PROVISIONS.

     (a) ADDITIONAL OPTION PROVISIONS. The Board of Directors or the Committee
may, in its sole discretion, include additional provisions in option agreements
covering options granted under the Plan, including without limitation
restrictions on transfer, repurchase rights, rights of first refusal,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors or the Committee;
PROVIDED, that such additional provisions shall not be inconsistent with any
other term or condition of the Plan and such additional provisions shall not
cause any Incentive Stock Option granted under the Plan to fail to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Code.

     (b) ACCELERATION, EXTENSION, ETC. The Board of Directors or the Committee
may, in its sole discretion, (i) accelerate the date or dates on which all or
any particular option or options granted under the Plan may be exercised or (ii)
extend the dates during which all, or any particular, option or options granted
under the Plan may be exercised; PROVIDED, HOWEVER, that no such extension shall
be permitted if it would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3 (if applicable).

13.  GENERAL RESTRICTIONS.

     (a) INVESTMENT REPRESENTATIONS. The Company may require any optionee, as a
condition of exercising such option, to give written assurances in substance and
form satisfactory to the Company to the effect that such person is acquiring the
Common Stock subject to the option or award, for his or her own account for
investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws, or with covenants or representations made by the Company in connection
with any public offering of its Common Stock, including any "lock-up" or other
restriction on transferability.

     (b) COMPLIANCE WITH SECURITIES LAW. Each Option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
or award upon any securities exchange or automated quotation system or under any
state or federal law, or the consent or approval of any governmental or
regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with the issuance of shares thereunder, such option may not be
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, or satisfaction of such condition shall have
been effected or obtained on conditions acceptable to the Board of Directors.
Nothing herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification, or to satisfy such condition.

14.  RIGHTS AS A STOCKHOLDER.

     The holder of an option shall have no rights as a stockholder with respect
to any shares covered by the option (including, without limitation, any rights
to receive dividends or non-cash distributions with respect to such shares)
until the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.



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15.  ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS, REORGANIZATIONS AND RELATED
     TRANSACTIONS.

     (a) RECAPITALIZATIONS AND RELATED TRANSACTIONS. If, through or as a result
of any recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction, (i) the outstanding shares of Common
Stock are increased, decreased or exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other non-cash assets are distributed with respect to such
shares of Common Stock or other securities, an appropriate and proportionate
adjustment shall be made in (x) the maximum number and kind of shares reserved
for issuance under or otherwise referred to in the Plan, (y) the number and kind
of shares or other securities subject to any then outstanding options under the
Plan, and (z) the price for each share subject to any then outstanding options
under the Plan, without changing the aggregate purchase price as to which such
options remain exercisable. Notwithstanding the foregoing, no adjustment shall
be made pursuant to this Section 15 if such adjustment (i) would cause the Plan
to fail to comply with Section 422 of the Code or with Rule 16b-3 or (ii) would
be considered as the adoption of a new plan requiring stockholder approval.

     (b) REORGANIZATION, MERGER AND RELATED TRANSACTIONS. All outstanding
Options under the Plan shall become fully exercisable for a period of sixty (60)
days following the occurrence of any Trigger Event, whether or not such Options
are then exercisable under the provisions of the applicable agreements relating
thereto. For purposes of the Plan, a "Trigger Event" is any one of the following
events:

          (i)   the date on which shares of Common Stock are first purchased
     pursuant to a tender offer or exchange offer (other than such an offer by
     the Company, any Subsidiary, any employee benefit plan of the Company or of
     any Subsidiary or any entity holding shares or other securities of the
     Company for or pursuant to the terms of such plan), whether or not such
     offer is approved or opposed by the Company and regardless of the number of
     shares purchased pursuant to such offer;

          (ii)  the date the Company acquires knowledge that any person or group
     deemed a person under Section 13(d)-3 of the Exchange Act (other than the
     Company, any Subsidiary, any employee benefit plan of the Company or of any
     Subsidiary or any entity holding shares of Common Stock or other securities
     of the Company for or pursuant to the terms of any such plan or any
     individual or entity or group or affiliate thereof which acquired its
     beneficial ownership interest prior to the date the Plan was adopted by the
     Board), in a transaction or series of transactions, has become the
     beneficial owner, directly or indirectly (with beneficial ownership
     determined as provided in Rule 13d-3, or any successor rule, under the
     Exchange Act), of securities of the Company entitling the person or group
     to 30% or more of all votes (without consideration of the rights of any
     class or stock to elect directors by a separate class vote) to which all
     shareholders of the Company would be entitled in the election of the Board
     of Directors were an election held on such date;

          (iii) the date, during any period of two consecutive years, when
     individuals who at the beginning of such period constitute the Board of
     Directors of the Company cease for any reason to constitute at least a
     majority thereof, unless the election, or the nomination for election by
     the stockholders of the Company, of each new



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     director was approved by a vote of at least two-thirds of the directors
     then still in office who were directors at the beginning of such period;
     and

          (iv) the date of approval by the stockholders of the Company of an
     agreement (a "reorganization agreement") providing for:

               (A) The merger or consolidation of the Company with another
          corporation where the stockholders of the Company, immediately prior
          to the merger or consolidation, do not beneficially own, immediately
          after the merger or consolidation, shares of the corporation issuing
          cash or securities in the merger or consolidation entitling such
          stockholders to 65% or more of all votes (without consideration of the
          rights of any class of stock to elect directors by a separate class
          vote) to which all shareholders of such corporation would be entitled
          in the election of directors or where the members of the Board of
          Directors of the Company, immediately prior to the merger or
          consolidation, do not, immediately after the merger or consolidation,
          constitute a majority of the Board of Directors of the corporation
          issuing cash or securities in the merger or consolidation; or

               (B) The sale or other disposition of all or substantially all the
          assets of the Company.

          (c) BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this 
Section 15 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.

16.       MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.

          (a) GENERAL. In the event of a consolidation or merger or sale of all
or substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the Company,
the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding options: (i) in
the event of a merger under the terms of which holders of the Common Stock of
the Company will receive upon consummation thereof a cash payment for each share
surrendered in the merger (the "Merger Price"), make or provide for a cash
payment to the optionees equal to the difference between (A) the Merger Price
times the number of shares of Common Stock subject to such outstanding options
(to the extent then exercisable at prices not in excess of the Merger Price) and
(B) the aggregate exercise price of all such outstanding options in exchange for
the termination of such options, and (ii) in the event the provisions of Section
15 are not applicable, provide that all or any outstanding options shall become
exercisable in full immediately prior to such event and upon written notice to
the optionees, provide that all unexercised options will terminate immediately
prior to the consummation of such transaction unless exercised by the optionee
within a specified period following the date of such notice.

          (b) SUBSTITUTE OPTIONS. The Company may grant options under the Plan
in substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the



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acquisition by the Company, or one of its subsidiaries, of property or stock of
the employing corporation. The Company may direct that substitute options be
granted on such terms and conditions as the Board of Directors considers
appropriate in the circumstances.

17.       NO SPECIAL EMPLOYMENT RIGHTS.

          Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.

18.       OTHER EMPLOYEE BENEFITS.

          Except as to plans which by their terms include such amounts as
compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.

19.       AMENDMENT OF THE PLAN.

          (a) The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect; provided, however, that if at any time
the approval of the stockholders of the Company is required under Section 422 of
the Code or any successor provision with respect to Incentive Stock Options, or
under Rule 16b-3, the Board of Directors may not effect such modification or
amendment without such approval; and provided, further, that the provisions of
Section 3(b) hereof shall not be amended more than once every six months, other
than to comport with changes in the Code, the Employer Retirement Income
Security Act of 1974, as amended, or the rules thereunder.

          (b) The modification or amendment of the Plan shall not, without the
consent of an optionee, adversely affect his or her rights under an option
previously granted to him or her. With the consent of the optionee affected, the
Board of Directors may amend outstanding option agreements in a manner not
inconsistent with the Plan. The Board of Directors shall have the right to amend
or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code and (ii) the terms and provisions of
the Plan and of any outstanding option to the extent necessary to ensure the
qualification of the Plan under Rule 16b-3.

20.       WITHHOLDING.

          (a) The Company shall have the right to deduct from payments of any 
kind otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the optionee may elect to
satisfy such obligations, in whole or in part, (i) by causing


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the Company to withhold shares of Common Stock otherwise issuable pursuant to
the exercise of an option or (ii) by delivering to the Company shares of Common
Stock already owned by the optionee. The shares so delivered or withheld shall
have a Fair Market Value equal to such withholding obligation as of the date
that the amount of tax to be withheld is to be determined. An optionee who has
made an election pursuant to this Section 20(a) may only satisfy his or her
withholding obligation with shares of Common Stock which are not subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements.

          (b) The acceptance of shares of Common Stock upon exercise of an 
Incentive Stock Option shall constitute an agreement by the optionee (i) to
notify the Company if any or all of such shares are disposed of by the optionee
within two years from the date the option was granted or within one year from
the date the shares were issued to the optionee pursuant to the exercise of the
option, and (ii) if required by law, to remit to the Company, at the time of and
in the case of any such disposition, an amount sufficient to satisfy the
Company's federal, state and local withholding tax obligations with respect to
such disposition, whether or not, as to both (i) and (ii), the optionee is in
the employ of the Company at the time of such disposition.

          (c) Notwithstanding the foregoing, in the case of a Reporting Person
whose options have been granted in accordance with the provisions of Section
3(b) herein, no election to use shares for the payment of withholding taxes
shall be effective unless made in compliance with any applicable requirements of
Rule 16b-3.

21.       EFFECTIVE DATE AND DURATION OF THE PLAN.

          (a) EFFECTIVE DATE. The Plan shall become effective when adopted by 
the Board of Directors, but no Incentive Stock Option granted under the Plan
shall become exercisable unless and until the Plan shall have been approved by
the Company's stockholders. If such stockholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive Stock Options
and no Incentive Stock Options shall be granted thereafter. Amendments to the
Plan not requiring stockholder approval shall become effective when adopted by
the Board of Directors; amendments requiring stockholder approval (as provided
in Section 19) shall become effective when adopted by the Board of Directors,
but no Incentive Stock Option granted after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the
Company's stockholders. If such stockholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such option to a particular optionee. Subject to this limitation, options
may be granted under the Plan at any time after the effective date and before
the date fixed for termination of the Plan.

          (b) TERMINATION. Unless sooner terminated in accordance with 
Section 16, the Plan shall terminate upon the earlier of (i) the close of
business on the day next preceding the tenth anniversary of the date of its
adoption by the Board of Directors, or (ii) the date on which all shares
available for issuance under the Plan shall have been issued pursuant to the
exercise or cancellation of options granted under the Plan. If the date of
termination is determined under (i) above, then options outstanding on such date
shall continue to have force and effect in accordance with the provisions of the
instruments evidencing such options.



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22.       PROVISION FOR FOREIGN PARTICIPANTS.

          The Board of Directors may, without amending the Plan, modify awards 
or options granted to participants who are foreign nationals or employed outside
the United States to recognize differences in laws, rules, regulations or
customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.

23.       GOVERNING LAW.

          The provisions of this Plan shall be governed and construed in 
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws.

          Adopted by the Board of Directors on January 21, 1998.





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