<PAGE>   1

                                                                   EXHIBIT 10.15

                     1999 NON-QUALIFIED STOCK OPTION PLAN OF
                          WOMEN FIRST HEALTHCARE, INC.

                Women First HealthCare, Inc., a Delaware corporation (the
"Company"), has adopted The 1999 Non-Qualified Stock Option Plan of Women First
HealthCare, Inc. (the "Plan") for the benefit of its eligible employees and
consultants.

                The purposes of this Plan are as follows:

                (1) To provide an additional incentive for eligible key
Associates (as defined below) and consultants to further the growth, development
and financial success of the Company by personally benefiting through the
ownership of Company stock.

                (2) To enable the Company to obtain and retain the services of
eligible key Associates and consultants considered essential to the long range
success of the Company by offering them an opportunity to own stock in the
Company.

                (3) To provide a material inducement to eligible key Associates
to become employees of the Company.

                                   ARTICLE I.
                                   DEFINITIONS

                1.1 General. Wherever the following terms are used in this Plan
they shall have the meaning specified below, unless the context clearly
indicates otherwise.

                1.2 Associate. "Associate" shall mean any employee (as defined
in accordance with Section 3401(c) of the Code) of the Company, or of any
corporation which is a Subsidiary.

                1.3 Award Limit. "Award Limit" shall mean one hundred thousand
(100,000) shares of Common Stock, as adjusted pursuant to Section 7.3.

                1.4 Board. "Board" shall mean the Board of Directors of the
Company.

                1.5 Change in Control. "Change in Control" shall mean a change
in ownership or control of the Company effected through either of the following
transactions:

                (a) any person or related group of persons (other than the
Company or a person that directly or indirectly controls, is controlled by, or
is under common control with, the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities possessing more than 20% of the total combined voting power of the
Company's outstanding securities pursuant to a tender or exchange offer made
directly to the Company's stockholders which the Board does not recommend such
stockholders to accept; or



<PAGE>   2

                (b) there is a change in the composition of the Board over a two
consecutive year period so that individuals who were Directors at the beginning
of that period no longer constitute a majority of the Board (unless the election
or nomination of each new Director was approved by at least two-thirds of the
Directors who had been directors at the beginning of the period and who were
still in office at the time of the election or nomination).

                1.6 Code. "Code" shall mean the Internal Revenue Code of 1986,
as amended.

                1.7 Committee. "Committee" shall mean the Compensation Committee
of the Board, or another committee, or a subcommittee of the Board, appointed as
provided in Section 6.1.

                1.8 Common Stock. "Common Stock" shall mean the common stock of
the Company, par value $.001 per share, and any equity security of the Company
issued or authorized to be issued in the future, but excluding any preferred
stock and any warrants, options or other rights to purchase Common Stock. Debt
securities of the Company convertible into Common Stock shall be deemed equity
securities of the Company.

                1.9 Company. "Company" shall mean Women First HealthCare, Inc.,
a Delaware corporation.

                1.10 Corporate Transaction. "Corporate Transaction" shall mean
any of the following stockholder-approved transactions to which the Company is a
party:

                (a) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State in which the Company is incorporated, to form a holding company
or to effect a similar reorganization as to form whereupon this Plan and all
Options are assumed by the successor entity;

                (b) the sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, in complete liquidation or
dissolution of the Company in a transaction not covered by the exceptions to
clause (a) above; or

                (c) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred or issued to a person or persons different from those who held such
securities immediately prior to such merger.

                1.11 Director. "Director" shall mean a member of the Board.

                1.12 Disability. "Disability" shall mean, with respect to any
Optionee, (i) the suffering of any mental or physical illness, disability or
incapacity that shall in all material aspects preclude such Optionee from
performing his or her employment or consultant duties, or (ii) the absence of
such Optionee from his or her employment or consultant duties by reason of any
mental or physical illness, disability or incapacity for a period of six (6)
months during any twelve




                                       2
<PAGE>   3

(12) month period; provided, however, in either case, that such illness,
disability or incapacity shall be reasonably determined to be of a permanent
nature by the Committee.

                1.13 Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

                1.14 Fair Market Value. "Fair Market Value" of a share of Common
Stock as of a given date shall be: (i) the closing sale price of a share of
Common Stock on the principal exchange on which the Common Stock is then
trading, if any, on such date, or, if shares were not traded on such date, then
on the next preceding trading day during which a sale occurred; (ii) if the
Common Stock is not traded on an exchange but is quoted on Nasdaq or a successor
quotation system, (1) the last sales price (if the Common Stock is then quoted
on the Nasdaq National Market or the Nasdaq SmallCap Market) or (2) the mean
between the closing representative bid and asked prices (in all other cases) for
a share of the Common Stock on such date, or, if shares were not traded on such
date, then on the next preceding trading day during which a sale occurred, as
reported by Nasdaq or such successor quotation system; (iii) if the Common Stock
is not publicly traded on an exchange and not quoted on Nasdaq or a successor
quotation system, the mean between the closing bid and asked prices for a share
of Common Stock on such date, or, if shares were not traded on such date, then
on the next preceding trading day during which a sale occurred, as determined in
good faith by the Committee; or (iv) if the Common Stock is not publicly traded,
the fair market value of a share of Common Stock established by the Committee
acting in good faith.

                1.15 Independent Director. "Independent Director" shall mean a
member of the Board who is not an Associate of the Company.

                1.16 Non-Qualified Stock Option. "Non-Qualified Stock Option"
shall mean a stock option which does not constitute an "incentive stock option"
under Section 422 of the Code.

                1.17 Officer. "Officer" shall mean a President, Secretary,
Treasurer, Chairman of the Board, Vice President, Assistant Secretary or
Assistant Treasurer of the Company, as such positions are described in the
Company's Bylaws, or any other person designated an "officer" of the Company by
the Board of Directors in accordance with the Company's Bylaws.

                1.18 Option. "Option" shall mean a Non-Qualified Stock Option
granted under Article III of this Plan. All Options granted under this Plan
shall be Non-Qualified Stock Options.

                1.19 Optionee. "Optionee" shall mean an Associate or consultant
granted an Option under this Plan.

                1.20 Plan. "Plan" shall mean The 1999 Non-Qualified Stock Option
Plan of Women First HealthCare, Inc.

                1.21 QDRO. "QDRO" shall mean a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.



                                       3
<PAGE>   4

                1.22 Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3
under the Exchange Act, as such Rule may be amended from time to time.

                1.23 Subsidiary. "Subsidiary" shall mean (i) any corporation in
an unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then owns
stock possessing 50 percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain and (ii) any
partnership or limited liability company in which the Company (A) directly or
indirectly holds a managing partner or managing member interest or (B) is
entitled to 50 percent or more of the profits or assets upon dissolution.

                1.24 Termination of Consultancy. "Termination of Consultancy"
shall mean the time when the engagement of an Optionee as a consultant to the
Company or a Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, by resignation, discharge, death,
Disability or retirement; but excluding terminations where there is a
simultaneous commencement of employment with the Company or any Subsidiary. The
Committee, in its absolute discretion, shall determine the effect of all matters
and questions relating to Termination of Consultancy, including, but not by way
of limitation, the question of whether a Termination of Consultancy resulted
from a discharge for good cause, and all questions of whether particular leaves
of absence constitute Terminations of Consultancy. Notwithstanding any other
provision of this Plan, the Company or any Subsidiary has an absolute and
unrestricted right to terminate a consultant's service at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.

                1.25 Termination of Employment. "Termination of Employment"
shall mean the time when the employee-employer relationship between an Optionee
and the Company or any Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by resignation,
discharge, death, Disability or retirement; but excluding (i) terminations where
there is a simultaneous reemployment or continuing employment of an Optionee by
the Company or any Subsidiary, (ii) at the discretion of the Committee,
terminations which result in a temporary severance of the employee-employer
relationship, and (iii) at the discretion of the Committee, terminations which
are followed by the simultaneous establishment of a consulting relationship by
the Company or a Subsidiary with the former employee. The Committee, in its
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of limitation,
the question of whether a Termination of Employment resulted from a discharge
for good cause, and all questions of whether particular leaves of absence
constitute Terminations of Employment; provided, however, that, unless otherwise
determined by the Committee in its discretion, a leave of absence, change in
status from an employee to an independent contractor or other change in the
employee-employer relationship shall constitute a Termination of Employment if,
and to the extent that, such leave of absence, change in status or other change
interrupts employment for the purposes of Section 422(a)(2) of the Code and the
then applicable regulations and revenue rulings under said Section.
Notwithstanding any other provision of this Plan, the Company or any Subsidiary
has an absolute and unrestricted right to terminate an Associate's employment at
any time for any reason whatsoever, with or without cause, except to the extent
expressly provided otherwise in writing.



                                       4
<PAGE>   5

                                   ARTICLE II.
                             SHARES SUBJECT TO PLAN

                2.1 Shares Subject to Plan.

                (a) The shares of stock subject to Options granted under the
Plan shall be Common Stock. The aggregate number of such shares which may be
issued upon exercise of such Options shall not exceed two hundred fifty thousand
250,000 shares of Common Stock. The shares of Common Stock issuable upon
exercise of such Options may be either previously authorized but unissued shares
or treasury shares.

                (b) The maximum number of shares which may be subject to Options
granted under the Plan to any individual in any fiscal year shall not exceed the
Award Limit.

                2.2 Unexercised Options and Other Rights. If any Option expires
or is canceled without having been fully exercised, the number of shares subject
to such Option but as to which such Option was not exercised prior to its
expiration or cancellation may again be optioned or granted hereunder, subject
to the limitations of Section 2.1. Furthermore, any shares subject to Options
which are adjusted pursuant to Section 7.3 and become exercisable with respect
to shares of stock of another corporation shall be considered cancelled and may
again be available for the granting of Options hereunder, subject to the
limitations of Section 2.1. Shares of Common Stock which are delivered by the
Optionee or withheld by the Company upon the exercise of any Option under this
Plan, in payment of the exercise price thereof, may again be available for the
granting of Options hereunder, subject to the limitations of Section 2.1.

                                  ARTICLE III.
                               GRANTING OF OPTIONS

                3.1 Eligibility. Only the following classes of persons shall be
eligible to receive grants of Options under this Plan: (i) except as provided in
(ii) below, key Associates who are not Officers or Directors of the Company,
(ii) newly hired Associates (including Associates who will become Officers or
Directors of the Company) and who have not previously been employed by the
Company and with respect to whom Options are to be granted as an inducement
essential to such Associates' entering into employment contracts with the
Company; and (iii) consultants who are not Officers or Directors of the Company.

                3.2 Non-Qualified Options. No Option granted under this Plan
shall constitute an "incentive stock option" under Section 422 of the Code.



                                       5
<PAGE>   6

                3.3 Granting of Options.

                (a) The Committee shall from time to time, in its absolute
discretion, and subject to applicable limitations of this Plan:

                        (i) Determine which eligible Associates are key
        Associates and select from among the key Associates and consultants such
        of them as in its opinion should be granted Options;

                        (ii) Subject to the Award Limit, determine the number of
        shares to be subject to such Options granted to the selected key
        Associates and consultants;

                        (iii) Determine the terms and conditions of such
        Options, consistent with this Plan.

                (b) Upon the selection of a key Associate or consultant to be
granted an Option, the Committee shall instruct the Secretary of the Company to
issue the Option and may impose such conditions on the grant of the Option as it
deems appropriate. Without limiting the generality of the preceding sentence,
the Committee may, in its discretion and on such terms as it deems appropriate,
require as a condition on the grant of an Option to an Associate or consultant
that the Associate or consultant surrender for cancellation some or all of the
unexercised Options which have been previously granted to him under this Plan or
otherwise. An Option, the grant of which is conditioned upon such surrender, may
have an option price lower (or higher) than the exercise price of such
surrendered Option, may cover the same (or a lesser or greater) number of shares
as such surrendered Option, may contain such other terms as the Committee deems
appropriate, and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, exercise period or any other term or
condition of such surrendered Option.



                                   ARTICLE IV.
                                TERMS OF OPTIONS

                4.1 Option Agreement. Each Option shall be evidenced by a
written Stock Option Agreement, which shall be executed by the Optionee and an
authorized officer of the Company and which shall contain such terms and
conditions as the Committee shall determine, consistent with this Plan.

                4.2 Option Price. The price per share of the shares subject to
each Option shall be set by the Committee; provided, however, that such price
shall not be less than 85% of the Fair Market Value of a share of Common Stock
on the date the Option is granted.

                4.3 Option Term. The term of each Option shall be ten (10) years
unless otherwise set by the Committee in its discretion; provided, however, that
such term shall not be more than ten (10) years from the date the Option is
granted. Notwithstanding anything contained herein, unless the Committee
provides otherwise pursuant to the terms of the Option, if



                                       6
<PAGE>   7

an Option (or portion thereof) is not exercisable solely by reason of Section
4.4(c) on the date on which such Option would otherwise terminate pursuant to
the terms of such Option, such Option (or portion thereof) shall not terminate
until three (3) months after such Option (or portion thereof) thereafter ceases
to be subject to Section 4.4(c).

                4.4 Option Vesting.

                (a) The period during which the right to exercise an Option in
whole or in part vests in the Optionee shall be set by the Committee and the
Committee may determine that an Option may not be exercised in whole or in part
for a specified period after it is granted. At any time after grant of an
Option, the Committee may, in its sole and absolute discretion and subject to
whatever terms and conditions it selects, accelerate the period during which an
Option vests.

                (b) No portion of an Option which is unexercisable at
Termination of Employment or Termination of Consultancy shall thereafter become
exercisable, except as may be otherwise provided by the Committee either in the
Stock Option Agreement or by action of the Committee following the grant of the
Option.

                (c) Notwithstanding anything contained herein, no Option (or
portion thereof) shall be exercisable by any person to the extent that the
Company's federal income tax deduction with respect to the exercise of such
Option (or portion thereof) would be subject to disallowance pursuant to Section
162(m) of the Code, or any successor thereto.

                4.5 Consideration. In consideration of the granting of an
Option, the Optionee shall agree, in the written Stock Option Agreement, to
remain in the employ of (or to consult for) the Company or any Subsidiary for a
period of at least one year after the Option is granted (or such shorter period
as may be fixed in the Stock Option Agreement or by action of the Committee or
the Board following grant of the Option). Nothing in this Plan or in any Stock
Option Agreement hereunder shall confer upon any Optionee any right to continue
in the employ of (or to consult for) the Company or any Subsidiary, or shall
interfere with or restrict in any way the rights of the Company and any
Subsidiary, which are hereby expressly reserved, to discharge any Optionee at
any time for any reason whatsoever, with or without good cause.

                                   ARTICLE V.
                               EXERCISE OF OPTIONS

                5.1 Partial Exercise. An exercisable Option may be exercised in
whole or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Committee may require that, by the terms of the
Option, a partial exercise be with respect to a minimum number of shares.

                5.2 Manner of Exercise. All or a portion of an exercisable
Option shall be deemed exercised upon delivery of all of the following to the
Secretary of the Company or his or her office:



                                       7
<PAGE>   8

                (a) A written notice complying with the applicable rules
established by the Committee stating that the Option, or a portion thereof, is
exercised. The notice shall be signed by the Optionee or other person then
entitled to exercise the Option or such portion;

                (b) Such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal or state securities laws or regulations. The Committee or Board may, in
its absolute discretion, also take whatever additional actions it deems
appropriate to effect such compliance including, without limitation, placing
legends on share certificates and issuing stop-transfer notices to agents and
registrars;

                (c) In the event that the Option shall be exercised pursuant to
Section 7.1 by any person or persons other than the Optionee, appropriate proof
of the right of such person or persons to exercise the Option; and

                (d) Full cash payment to the Secretary of the Company for the
shares with respect to which the Option, or portion thereof, is exercised.
However, at the discretion of the Committee, the terms of the Option may (i)
allow a delay in payment up to thirty (30) days from the date the Option, or
portion thereof, is exercised; (ii) allow payment, in whole or in part, through
the delivery of shares of Common Stock owned by the Optionee (which, in the case
of shares of Common Stock acquired from the Company, have been owned by the
Optionee for more than six (6) months on the date of delivery), duly endorsed
for transfer to the Company with a Fair Market Value on the date of delivery
equal to the aggregate exercise price of the Option or exercised portion
thereof; (iii) allow payment, in whole or in part, through surrender of shares
of Common Stock then issuable upon exercise of the Option having a Fair Market
Value on the date of Option exercise equal to the aggregate exercise price of
the Option or exercised portion thereof; (iv) allow payment, in whole or in
part, through the delivery of property of any kind which constitutes good and
valuable consideration; (v) allow payment, in whole or in part, through the
delivery of a full recourse promissory note bearing interest (at no less than
such rate as shall then preclude the imputation of interest under the Code) and
payable upon such terms as may be prescribed by the Committee or the Board; (vi)
allow payment, in whole or in part, through the delivery of a notice that the
Optionee has placed a market sell order with a broker with respect to shares of
Common Stock then issuable upon exercise of the Option, and that the broker has
been directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the Option exercise price and any applicable
withholding or other employment taxes; or (vii) allow payment through any
combination of the consideration provided in the foregoing subparagraphs (ii),
(iii), (iv), (v) and (vi). In the case of a promissory note, the Committee may
also prescribe the form of such note and the security to be given for such note.
The Option may not be exercised, however, by delivery of a promissory note or by
a loan from the Company when or where such loan or other extension of credit is
prohibited by law.

                5.3 Conditions to Issuance of Stock Certificates. The Company
shall not be required to issue or deliver any certificate or certificates for
shares of stock purchased upon the exercise of any Option or portion thereof
prior to fulfillment of all of the following conditions:



                                       8
<PAGE>   9

                (a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;

                (b) The completion of any registration or other qualification of
such shares under any state or federal law, or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
body which the Committee or Board shall, in its absolute discretion, deem
necessary or advisable;

                (c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable;

                (d) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may establish from time to time for
reasons of administrative convenience; and

                (e) The receipt by the Company of full payment for such shares,
including payment of any applicable withholding tax.

                5.4 Rights as Stockholders. The holders of Options shall not be,
nor have any of the rights or privileges of, stockholders of the Company in
respect of any shares purchasable upon the exercise of any part of an Option
unless and until certificates representing such shares have been issued by the
Company to such holders.

                5.5 Ownership and Transfer Restrictions. The Committee, in its
absolute discretion, may impose such restrictions on the ownership and
transferability of the shares purchasable upon the exercise of an Option as it
deems appropriate. Any such restriction shall be set forth in the respective
Stock Option Agreement and may be referred to on the certificates evidencing
such shares.

                                   ARTICLE VI.
                                 ADMINISTRATION

                6.1 Compensation Committee. The Compensation Committee (or
another committee or a subcommittee of the Board assuming the functions of the
Committee under this Plan) shall consist solely of two or more Independent
Directors appointed by and holding office at the pleasure of the Board, each of
whom is a "non-employee director" (as defined by Rule 16b-3). Appointment of
Committee members shall be effective upon acceptance of appointment. Committee
members may resign at any time by delivering written notice to the Board.
Vacancies in the Committee may be filled by the Board.

                6.2 Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of this Plan in accordance with
its provisions. The Committee shall have the power to interpret this Plan and
the agreements pursuant to which Options are granted, and to adopt such rules
for the administration, interpretation, and application of this Plan as are
consistent therewith and to interpret, amend or revoke any such rules. Any grant
of



                                       9
<PAGE>   10

Options under this Plan need not be the same with respect to each Optionee. The
Committee may delegate to one or more members of the Board who are not
Independent Directors the authority to grant awards under the Plan to eligible
persons who are not "officers" within the meaning of Rule 16b-3 promulgated
under the Exchange Act. In its absolute discretion, the Board may at any time
and from time to time exercise any and all rights and duties of the Committee
under this Plan except with respect to matters which under Rule 16b-3, or any
regulations or rules issued thereunder, are required to be determined in the
sole discretion of the Committee.

                6.3 Majority Rule. The Committee shall act by a majority of its
members in attendance at a meeting at which a quorum is present or by a
memorandum or other written instrument signed by all members of the Committee.

                6.4 Compensation; Professional Assistance; Good Faith Actions.
Members of the Committee shall receive such compensation for their services as
members as may be determined by the Board. All expenses and liabilities that
members of the Committee incur in connection with the administration of this
Plan shall be borne by the Company. The Committee may, with the approval of the
Board, employ attorneys, consultants, accountants, appraisers, brokers, or other
persons. The Committee, the Company and the Company's Officers and Directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee or the Board in good faith shall be final and binding upon all
Optionees, the Company and all other interested persons. No member of the
Committee or the Board shall be personally liable for any action, determination
or interpretation made in good faith with respect to this Plan or Options, and
all members of the Committee and the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation.

                                  ARTICLE VII.
                            MISCELLANEOUS PROVISIONS

                7.1 Not Transferable.

                (a) No Option under this Plan may be sold, pledged, assigned, or
transferred in any manner other than by will or the laws of descent and
distribution or pursuant to a QDRO, unless and until such Option has been
exercised, the shares underlying such Option have been issued, and all
restrictions applicable to such shares have lapsed. No Option or interest or
right therein shall be liable for the debts, contracts or engagements of the
Optionee or his or her successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence.

                (b) During the lifetime of the Optionee, only he or she may
exercise an Option (or any portion thereof) granted to him or her under the
Plan, unless the Option has been disposed



                                       10
<PAGE>   11

of pursuant to a QDRO. After the death of the Optionee, any exercisable portion
of an Option may, prior to the time when such portion becomes unexercisable
under the Plan or the applicable Stock Option Agreement, be exercised by his or
her personal representative or by any person empowered to do so under the
deceased Optionee's will or under the then applicable laws of descent and
distribution.

                7.2 Amendment, Suspension or Termination of this Plan. Except as
otherwise provided in this Section 7.2, this Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Board or the Committee. No amendment, suspension or termination
of this Plan shall, without the consent of the Optionee, alter or impair any
rights or obligations under any Options theretofore granted, unless the Option
itself otherwise expressly so provides. No Options may be granted during any
period of suspension or after termination of this Plan.

                7.3 Changes in Common Stock or Assets of the Company,
Acquisition or Liquidation of the Company and Other Corporate Events.

                (a) In the event that the Committee determines that any dividend
or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), recapitalization, reclassification,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company (including,
but not limited to, a Corporate Transaction), or exchange of Common Stock or
other securities of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or other similar
corporate transaction or event, in the Committee's sole discretion, affects the
Common Stock such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect
to an Option, then the Committee shall, in such manner as it may deem equitable,
adjust any or all of:

                        (i) the number and kind of shares of Common Stock (or
        other securities or property) with respect to which Options may be
        granted under the Plan, (including, but not limited to, adjustments of
        the limitations in Section 2.1 on the maximum number and kind of shares
        which may be issued and adjustments of the Award Limit),

                        (ii) the number and kind of shares of Common Stock (or
        other securities or property) subject to outstanding Options, and

                        (iii) the grant or exercise price with respect to any
        Option.

                (b) Upon a Corporate Transaction or Change in Control, all
Options outstanding under the Plan shall be fully vested and exercisable as to
all shares covered thereby, notwithstanding anything to the contrary in (i)
Section 4.4 or (ii) the provisions of any such Option; provided that the
Committee may offer Optionees the right to exchange their vested



                                       11
<PAGE>   12

Options for fully vested and exercisable options covering the stock of the
successor or survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices.

                (c) In the event of any transaction or event (other than a
Corporate Transaction) described in Section 7.3(a) or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the
Company, or the financial statements of the Company or any affiliate, or of
changes in applicable laws, regulations, or accounting principles, the Committee
in its discretion is hereby authorized to take any one (1) or more of the
following actions whenever the Committee determines that such action is
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect
to any Option under this Plan, to facilitate such transactions or events or to
give effect to such changes in laws, regulations or principles:

                        (i) In its sole and absolute discretion, and on such
        terms and conditions as it deems appropriate, the Committee may provide,
        either by the terms of the agreement or by action taken prior to the
        occurrence of such transaction or event and either automatically or upon
        the Optionee's request, for either the purchase of any such Option for
        an amount of cash equal to the amount that could have been attained upon
        the exercise of such Option, or realization of the Optionee's rights had
        such Option been currently exercisable or payable or fully vested or the
        replacement of such Option with other rights or property selected by the
        Committee in its sole discretion;

                        (ii) In its sole and absolute discretion, the Committee
        may provide, either by the terms of such Option or by action taken prior
        to the occurrence of such transaction or event that it cannot be
        exercised after such event;

                        (iii) In its sole and absolute discretion, and on such
        terms and conditions as it deems appropriate, the Committee may provide,
        either by the terms of such Option or by action taken prior to the
        occurrence of such transaction or event, that for a specified period of
        time prior to such transaction or event, such Option shall be
        exercisable as to all shares covered thereby, notwithstanding anything
        to the contrary in (i) Section 4.4 or (ii) the provisions of such
        Option;

                        (iv) In its sole and absolute discretion, and on such
        terms and conditions as it deems appropriate, the Committee may provide,
        either by the terms of such Option or by action taken prior to the
        occurrence of such transaction or event, that upon such event, such
        Option be assumed by the successor or survivor corporation, or a parent
        or subsidiary thereof, or shall be substituted for by similar options
        covering the stock of the successor or survivor corporation, or a parent
        or subsidiary thereof, with appropriate adjustments as to the number and
        kind of shares and prices; and

                        (v) In its sole and absolute discretion, and on such
        terms and conditions as it deems appropriate, the Committee may make
        adjustments in the number and type of shares of Common Stock (or other
        securities or property) subject to outstanding Options



                                       12
<PAGE>   13

        and/or in the terms and conditions of (including the grant or exercise
        price), and the criteria included in, outstanding Options and Options
        which may be granted in the future.

                (d) Subject to Section 7.6, the Committee may, in its
discretion, include such further provisions and limitations in any Option as it
may deem equitable and in the best interests of the Company.

                7.4 Tax Withholding. The Company shall be entitled to require
payment in cash or deduction from other compensation payable to each Optionee of
any sums required by federal, state or local tax law to be withheld with respect
to the issuance, vesting or exercise of any Option. The Committee may in its
discretion and in satisfaction of the foregoing requirement allow such Optionee
to satisfy withholding tax obligations by electing to have the Company withhold
from the shares of Common Stock to be issued upon exercise of an Option that
number of shares having a Fair Market Value equal to the minimum amount required
to be withheld based on the statutory withholding rates for federal and state
tax purposes that apply to supplemental taxable income. The Fair Market Value of
the shares of Common Stock to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined. All elections by Optionees
to have shares of Common Stock withheld for this purpose shall be made in such
form and under such conditions as the Committee may deem necessary or advisable.

                7.5 Loans. The Committee may, in its discretion, extend one or
more loans to key Associates or consultants in connection with the exercise or
receipt of an Option granted under this Plan. The terms and conditions of any
such loan shall be set by the Committee.

                7.6 Limitations Applicable to Section 16 Persons.
Notwithstanding any other provision of this Plan, this Plan, and any Option
granted to any individual who is then subject to Section 16 of the Exchange Act,
shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act) that are requirements for the application of
such exemptive rule. To the extent permitted by applicable law, the Plan and
Options granted hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.

                7.7 Effect of Plan Upon Options and Compensation Plans. The
adoption of this Plan shall not affect any other compensation or incentive plans
in effect for the Company or any Subsidiary. Nothing in this Plan shall be
construed to limit the right of the Company (i) to establish any other forms of
incentives or compensation for Associates, Independent Directors or consultants
of the Company or any Subsidiary or (ii) to grant or assume options or other
rights otherwise than under this Plan in connection with any proper corporate
purpose including but not by way of limitation, the grant or assumption of
options in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any corporation,
partnership, firm or association.

                7.8 Compliance with Laws. This Plan, the granting and vesting of
Options under this Plan and the issuance and delivery of shares of Common Stock
and the payment of money under this Plan or under Options granted hereunder are
subject to compliance with all



                                       13
<PAGE>   14

applicable federal and state laws, rules and regulations (including but not
limited to state and federal securities law and federal margin requirements) and
to such approvals by any listing, regulatory or governmental authority as may,
in the opinion of counsel for the Company, be necessary or advisable in
connection therewith. Any securities delivered under this Plan shall be subject
to such restrictions, and the person acquiring such securities shall, if
requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with
all applicable legal requirements. To the extent permitted by applicable law,
the Plan and Options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

                7.9 Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this Plan.

                7.10 Governing Law. This Plan and any agreements hereunder shall
be administered, interpreted and enforced under the internal laws of the State
of Delaware without regard to conflicts of laws thereof.




                                       14