<PAGE>
 
                                                                    EXHIBIT 10.1


                                    VisCorp

                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                          Effective as of May 6, 1996

<PAGE>
 
                               TABLE OF CONTENTS
<TABLE> 
<CAPTION> 
 
                                                                            Page
                                                                            ----
<S>                                                                          <C>
ARTICLE I ESTABLISHMENT....................................................    1
     1.1  Purpose..........................................................    1

ARTICLE II DEFINITIONS.....................................................    1
     2.1  "Affiliate"......................................................    1
     2.2  "Agreement" or "Option Agreement"................................    1
     2.3  "Board of Directors" or "Board"..................................    1
     2.4  "Change in Control"..............................................    1
     2.5  "Code" or "Internal Revenue Code"................................    2
     2.6  "Commission".....................................................    2
     2.7  "Committee"......................................................    2
     2.8  "Common Stock"...................................................    2
     2.9  "Company"........................................................    2
     2.10 "Director".......................................................    2
     2.11 "Disability".....................................................    3
     2.12 "Effective Date".................................................    3
     2.13 "Exchange Act"...................................................    3
     2.14 "Fair Market Value"..............................................    3
     2.15 "Grant Date".....................................................    4
     2.16 "NASDAQ".........................................................    4
     2.17 "Option".........................................................    4
     2.18 "Option Period"..................................................    4
     2.19 "Option Price"...................................................    4
     2.20 "Participant"....................................................    4
     2.21 "Plan"...........................................................    4
     2.22 "Public Offering"................................................    4
     2.23 "Representative".................................................    4
     2.24 "Rule 16b-3" or "Rule 16a-1(c)(3)"...............................    4
     2.25 "Securities Act".................................................    5

ARTICLE III ADMINISTRATION.................................................    5
     3.1  Committee Structure and Authority................................    5

ARTICLE IV STOCK SUBJECT TO PLAN...........................................    6
     4.1  Number of Shares.................................................    6
     4.2  Release of Shares................................................    6
     4.3  Restrictions on Shares...........................................    6
     4.4  Reasonable Efforts To Register...................................    6
     4.5  Adjustments......................................................    7
     4.6  Limited Transfer During Offering.................................    7

</TABLE> 
                                       i
<PAGE>

<TABLE> 
<CAPTION> 
 
                                                                            Page
                                                                            ----
<S>                                                                          <C>
ARTICLE V OPTIONS..........................................................    7
     5.1  Eligibility......................................................    7
     5.2  Grant and Exercise...............................................    8
     5.3  Terms and Conditions.............................................    8
     5.4  Termination......................................................    9

ARTICLE VI MISCELLANEOUS...................................................   10
     6.1  Amendments and Termination.......................................   10
     6.2  General Provisions...............................................   10
     6.3  Special Provisions Regarding a Change in Control.................   12
     6.4  Delay............................................................   13
     6.5  Headings.........................................................   13
     6.6  Severability.....................................................   13
     6.7  Successors and Assigns...........................................   13
     6.8  Entire Agreement.................................................   13
</TABLE> 
                                      ii

<PAGE>
 
                                    VisCorp

                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


                                   ARTICLE I
                                   ---------

                                 ESTABLISHMENT
                                 -------------

     1.1  Purpose.  The VisCorp Non-employee Directors' Stock Option Plan
          -------
("Plan") is hereby established by VisCorp, a Nevada corporation ("Company"),
effective as of May 6, 1996 ("Effective Date").  The purpose of the Plan is to 
promote the overall financial objectives of the Company and its stockholders by 
motivating directors of the Company who are not employees, to further align the 
interests of such directors with those of the stockholders of the Company and to
achieve long-term growth and performance of the Company. The Plan and the grant
of Options hereunder are expressly conditioned upon the Plan's approval by the
stockholders of the Company to the extent required for an application of Rule
16b-3 of the Securities Exchange Act of 1934, as amended, and if such approval
is not obtained, then the Plan and all Options granted thereunder shall be null
and void ab initio.
         -- ------

                                  ARTICLE II
                                  ----------

                                  DEFINITIONS
                                  -----------

     For purposes of the Plan, the following terms are defined as set forth 
below:

     2.1  "Affiliate" means any individual, corporation, partnership, limited
           ---------
liability company, association, joint-stock company, trust, unincorporated 
association or other entity (other than the Company) that directly, or 
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, the Company, including, without limitation, any 
member of an affiliated group of which the Company is a common parent 
corporation as provided in Section 1504 of the Code.

     2.2  "Agreement" or "Option Agreement" means, individually or collectively,
           ---------      ----------------
any agreement entered into pursuant to this Plan pursuant to which an Option is 
granted to a Participant.

     2.3  "Board of Directors" or "Board" means the Board of Directors of the
           ------------------      -----
Company.

     2.4  "Change in Control" means the happening of any of the following events
           -----------------
following a Public Offering:  (a) any corporation, person or other entity (other
than the Company, a majority-owned subsidiary of the Company or any of its 
subsidiaries, or an employee benefit plan (or related trust) sponsored or 
maintained by the Company), including a "group" as defined in Section 13(d)(3) 
of the Exchange Act, becomes the


<PAGE>
 
beneficial owner of stock representing more than the greater of (1) twenty-five 
percent (25%) of the combined voting power of the Company's then outstanding 
securities or (ii) the percentage of the combined voting power of the Company's 
then outstanding securities which equals (A) ten percent (10%) plus (B) the 
percentage of the combined voting power of the Company's outstanding securities 
held by such corporation, person or entity on the Effective Date; (b)(i) the 
stockholders of the Company approve a definitive agreement to merge or 
consolidate the Company with or into another corporation other than a 
majority-owned subsidiary of the Company, or to sell or otherwise dispose of all
or substantially all of the Company's assets, and (ii) the persons who were the 
members of the Board of Directors prior to such approval do not represent a 
majority of the directors of the surviving, resulting or acquiring entity or the
parent thereof; (c) the stockholders of the Company approve a plan of
liquidation of the Company; or (d) within any period of 24 consecutive months,
persons who were members of the Board of Directors immediately prior to such 24-
month period, together with any persons who were first elected as directors
(other than as a result of any settlement of a proxy or consent solicitation
contest or any action taken to avoid such a contest) during such 24-month period
by or upon the recommendation of persons who were members of the Board of
Directors of the Company immediately prior to such 24-month period and who
constituted a majority of the Board of Directors at the time of such election,
cease to constitute a majority of the Board.

     2.5  "Code" or "Internal Revenue Code" means the Internal Revenue Code of
           ----      ---------------------
1986, as amended, Treasury Regulations (including proposed regulations) 
thereunder and any subsequent Internal Revenue Code.

     2.6  "Commission" means the Securities and Exchange Commission or any
           ----------
successor agency.

     2.7  "Committee" means the person or persons appointed by the Board of 
           ---------
Directors to administer the Plan, as further described in the Plan.

     2.8  "Common Stock" means the shares of the common stock, par value $.01 
           ------------
per share, of the Company, whether presently or hereafter issued, and any other 
stock or security resulting from adjustment thereof as described hereinafter or
the common stock of any successor to the Company which is designated for the 
purpose of the Plan.

     2.9  "Company" means VisCorp, a Nevada corporation, and includes any 
           -------
successor or assignee corporation or corporations into which the Company may be 
merged, changed or consolidated; any corporation for whose securities the 
securities of the Company shall be exchanged; and any assignee of or successor 
to substantially all of the assets of the Company.

     2.10 "Director" means each and any director who serves on the Board and who
           --------
is not an officer or employee of the Company or any of its Affiliates.

                                       2
<PAGE>
 
    2.11 "Disability" means a mental or physical illness that renders a 
          ----------
Participant totally and permanently incapable of performing the Participant's 
duties for the Company or an Affiliate. Notwithstanding the foregoing, a 
Disability shall not qualify under the Plan if it is the result of (i) a 
willfully self-inflicted injury or willfully self-induced sickness; or (ii) an 
injury or disease contracted, suffered, or incurred, while participating in a 
criminal offense. The determination of Disability for purposes of the Plan shall
not be construed to be an admission of disability for any other purpose.

    2.12 "Effective Date" means May 6, 1996.
          --------------

    2.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended,
          ------------
and the rules and regulations promulgated thereunder.

    2.14 "Fair Market Value" means:
          -----------------
 
    (a)  prior to a Public Offering, the value determined on the basis of the 
good faith determination of the Committee and without regard to whether the
Common Stock is restricted, illiquid or represents a minority interest, unless 
expressly provided otherwise in an Agreement;

    (b)  on the date of a Public Offering, the initial price to the public; and 

    (c)  on or after a Public Offering, the value determined on the basis of the
good faith determination of the Committee, without regard to whether the Common
Stock is restricted or represents a minority interest, pursuant to the
applicable method described below:

         (i) if the Common Stock is listed on a national securities exchange or 
    quoted on NASDAQ, the closing price of the Common Stock on the relevant date
    (or, if such date is not a business day or a day on which quotations are
    reported, then on the immediately preceding date on which quotations were
    reported), as reported by the principal national exchange on which such
    shares are traded (in the case of an exchange) or by NASDAQ, as the case may
    be;

         (ii) if the Common Stock is not listed on a national securities 
    exchange or quoted on NASDAQ, but is actively traded in the over-the-counter
    market, the average of the closing bid and asked prices for the Common Stock
    on the relevant date (or, if such date is not a business day or a day on
    which quotations are reported, then on the immediately preceding date on
    which quotations were reported), or the most recent preceding date for which
    such quotations are reported; and

         (iii) if, on the relevant date, the Common Stock is not publicly traded
    or reported as described in (i) or (ii), the value determined in good faith
    by the Committee.

                                       3
<PAGE>
 
     2.15  "Grant Date" means the date as of which an Option is granted pursuant
            ----------  
to the Plan.

     2.16  "NASDAQ" means The Nasdaq Stock Market, including the Nasdaq National
            ------
Market.

     2.17  "Option" means the right to purchase the number of shares of Common 
            ------
Stock specified by the Plan at a price and for a term fixed by the Plan, and 
subject to such other limitations and restrictions as the Plan and the 
Committee imposes.

     2.18  "Option Period" means the period during which the Option shall be 
            -------------
exercisable in accordance with the Agreement and Article V.

     2.19  "Option Price" means the price at which the Common Stock may be 
            ------------ 
purchased under an Option as provided in Section 5.3.
 
     2.20  "Participant" means a Director to whom an Option has been granted 
            -----------
under the Plan, and in the event a Representative is appointed for a Participant
or another person becomes a Representative, then the term "Participant" shall 
mean such appointed Representative. The term also shall include a trust for the 
benefit of the Participant, the Participant's parents, spouse or descendants; a 
partnership the interests in which are for the benefit of the Participant, the 
Participant's parents, spouse or descendants; or a custodian under a uniform 
gifts to minors act or similar statute for the benefit of the Participant's 
descendants, to the extent permitted by the Committee and not inconsistent with 
an application of Rule 16b-3. Notwithstanding the foregoing, the term 
"Termination of Directorship" shall mean the Termination of the Directorship of 
the Director.

     2.21  "Plan" means the VisCorp Non-employee Directors' Stock Option Plan, 
            ----
as herein set forth and as may be amended from time to time.

     2.22  "Public Offering" means the initial public offering of shares of 
            --------------- 
Common Stock under the Securities Act.

     2.23  "Representative" means (a) the person or entity acting as the 
            --------------
executor or administrator of a Participant's estate pursuant to the last will 
and testament of a Participant or pursuant to the laws of the jurisdiction in
which the Participant had the Participant's primary residence at the date of the
Participant's death; (b) the person or entity acting as the guardian or
temporary guardian of a Participant; (c) the person or entity which is the
beneficiary of the Participant upon or following the Participant's death; or (d)
any person to whom an Option has been permissibly transferred by the Committee;
provided that only one of the foregoing shall be the Representative at any point
in time as determined under applicable law and recognized by the Committee.

     2.24  "Rule 16b-3" or "Rule 16a-1(c)(3)" mean Rule 16b-3 and Rule 
            ----------      ----------------  
16a-1(c)(3), as promulgated under the Exchange Act, as amended from time to 
time, or any successor thereto, in effect and applicable to the Plan and 
Participants.


                                       4

<PAGE>
 
     2.25  "Securities Act" means the Securities Act of 1933, as amended, and 
            --------------
the rules and regulations promulgated thereunder.

     In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.


                                  ARTICLE III
                                  -----------

                                ADMINISTRATION
                                --------------

     3.1  Committee Structure and Authority.  The Plan shall be administered by
          ---------------------------------
the Committee which, except as provided herein, shall be comprised of one or 
more persons.  The Committee shall be the Compensation Committee of the Board of
Directors, unless such committee does not exist or the Board establishes another
committee whose purpose is the administration of the Plan.  In the absence of 
an appointment, the Board shall be the Committee; provided that only those 
members of the Compensation Committee of the Board who participate in the 
decision relative to Options under the Plan shall be deemed to be part of the 
"Committee" for purposes of the Plan.  A majority of the Committee shall 
constitute a quorum at any meeting thereof (including telephone conference) and 
the acts of a majority of the members present, or acts approved in writing by a 
majority of the entire Committee without a meeting, shall be the acts of the 
Committee for purposes of the Plan.  The Committee may authorize any one or more
of its members or an officer of the Company to execute and deliver documents on 
behalf of the Committee.  A member of the Committee shall not exercise any 
discretion respecting himself or herself under the Plan.  The Board shall have 
the authority to remove, replace or fill any vacancy of any member of the 
Committee upon notice to the Committee and the affected member.  Any member of 
the Committee may resign upon notice to the Board.  The Committee may allocate 
among one or more of its members, or may delegate to one or more of its agents, 
such duties and responsibilities as it determines.

     The Committee shall have the authority, subject to (i) the terms of the 
Plan and (ii) the limitations of Rule 16b-3(c)(2)(ii), to adopt, alter and 
repeal such administrative rules, guidelines and practices governing the Plan as
it shall, from time to time, deem advisable, to interpret the terms and 
provisions of the Plan and any Option issued under the Plan and to otherwise 
supervise the administration of the Plan.  The Committee's policies and 
procedures may differ with respect to Options granted at different times or to 
different Participants.

     Any determination made by the Committee pursuant to the provisions of the 
Plan shall be made in its sole discretion.  All decisions made by the Committee 
pursuant to the provisions of the Plan shall be final and binding on all 
persons, including the Company and Participants.  Any determination shall not be
subject to de novo review if challenged in court.
           -- ----

                                       5
<PAGE>
 
                                  ARTICLE IV
                                  ----------

                             STOCK SUBJECT TO PLAN
                             ---------------------

     4.1  Number of Shares. Subject to the adjustment under Section 4.5, the
          ----------------
total number of shares of Common Stock reserved and available for issuance 
pursuant to Options under the Plan shall be three hundred thousand (300,000) 
shares of Common Stock authorized for issuance on the Effective Date. Such 
shares may consist, in whole or in part, of authorized and unissued shares or
treasury shares.

     4.2  Release of Shares. The Committee shall have full authority to 
          -----------------
determine the number of shares of Common Stock available for Stock Options, and 
in its discretion may include (without limitation) as available for distribution
any shares of Common Stock that have ceased to be subject to Stock Options, any 
shares of Common Stock subject to any Stock Options that are forfeited, any
Stock Options that otherwise terminate without issuance of shares of Common
Stock being made to the Participant, or any shares (whether or not restricted)
of Common Stock that are received by the Company in connection with the exercise
of a Stock Option, including the satisfaction of any tax liability or the
satisfaction of a tax withholding obligation. If any shares could not again be
available for Options to a particular Participant under applicable law, such
shares shall be available exclusively for Options to Participants who are not
subject to such limitations.

     4.3  Restrictions on Shares. Shares of Common Stock issued upon exercise
          ----------------------
of an Option shall be subject to the terms and conditions specified herein and 
to such other terms, conditions and restrictions as the Committee in its 
discretion may determine or provide in the Option Agreement. The Company shall 
not be required to issue or deliver any certificates for shares of Common Stock,
cash or other property prior to (i) the listing of such shares on any stock 
exchange, NASDAQ or other public market on which the Common Stock may then be 
listed (or regularly traded), (ii) the completion of any registration or 
qualification of such shares under federal or state law, or any ruling or 
regulation of any government body which the Committee determines to be 
necessary or advisable, and (iii) the satisfaction of any applicable withholding
obligation in order for the Company or an Affiliate to obtain a deduction with 
respect to the exercise of an Option. The Company may cause any certificate for 
any share of Common Stock to be delivered to be properly marked with a legend or
other notation reflecting the limitations on transfer of such Common Stock as 
provided in the Plan or as the Committee may otherwise require. The Committee
may require any person exercising an Option to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of the shares of Common Stock in compliance with applicable
law or otherwise. Fractional shares shall not be delivered, but shall be rounded
to the next lower whole number of shares.

     4.4. Reasonable Efforts To Register. If there has been a Public Offering,
          ------------------------------
the Company will register under the Securities Act the Common Stock delivered or
deliverable pursuant to Options on Commission Form S-8 if available to the 
Company

                                       6

<PAGE>
 
for this purpose (or any successor or alternate form that is substantially 
similar to that form to the extent available to effect such registration), in 
accordance with the rules and regulations governing such forms, as soon as such 
forms are available for registration to the Company for this purpose.  The 
Company will use its reasonable efforts to cause the registration statement to 
become effective as soon as possible and will file such supplements and 
amendments to the registration statement as may be necessary to keep the 
registration statement in effect until the earliest of (a) one year following 
the expiration of the Option Period of the last Option outstanding, (b) the date
the Company is no longer a reporting company under the Exchange Act and (c) the 
date all Participants have disposed of all shares delivered pursuant to any 
Option.  The Company may delay the foregoing obligation if the Committee 
reasonably determines that any such registration would materially and adversely 
affect the Company's interests or if there is no material benefit to 
Participants.

     4.5  Adjustments.  In the event of a stock dividend, stock split, 
          -----------
combination or exchange of shares, recapitalization or other change in the 
capital structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off, split-off or
distribution to Company stockholders other than a normal cash dividend), sale by
the Company of all or a substantial portion of its assets (measured on either a
stand-alone or consolidated basis), reorganization, rights offering, a partial
or complete liquidation, or any other corporate transaction, Company stock
offering or event involving the Company and having an effect similar to any of
the foregoing, then the Committee shall adjust or substitute, as the case may
be, the number of shares of Common Stock available for Options under the Plan,
the number of shares of Common Stock covered by outstanding Options, the
exercise price per share of outstanding Options, and any other characteristics
or terms of the Options as the Committee shall deem necessary or appropriate to
reflect equitably the effects of such changes to the Participants; provided,
however, that any fractional shares resulting from such adjustment shall be
eliminated by rounding to the next lower whole number of shares with appropriate
payment for such fractional share as shall reasonably be determined by the
Committee.

     4.6  Limited Transfer During Offering.  In the event there is an effective
          --------------------------------
registration statement under the Securities Act pursuant to which shares of 
Common Stock shall be offered for sale in an underwritten offering, a 
Participant shall not, during the period requested by the underwriters managing 
the registered public offering, effect any public sale or distribution of shares
received directly or indirectly pursuant to an exercise of an Option.

                                   ARTICLE V
                                   ---------

                                    OPTIONS
                                    -------

     5.1  Eligibility.  Each Director shall be granted Options to purchase 
          -----------
shares of Common Stock as provided herein.

                                       7
<PAGE>
 
     5.2  Grant and Exercise.  Each person who is elected as a Director and
          ------------------
constitutes an eligible Participant shall be granted an Option on the effective 
date of their becoming an eligible Participant to purchase twenty-five thousand 
(25,000) shares of Common Stock without further action by the Board or the 
Committee.  Each person who is subsequently re-elected to a second term as a 
Director and continues to constitute an eligible Participant shall, on the date 
of such re-election, without further action by the Board or the Committee, be 
granted an option to purchase an additional twenty-five thousand (25,000) shares
of Common Stock.  Each person who is subsequently re-elected to a third term as 
a Director and continues to constitute an eligible Participant shall, on the 
date of such re-election, without further action by the Board or the Committee,
be granted an Option to Purchase fifty thousand (50,000) shares of Common Stock.
If the number of shares of Common Stock available to grant under the Plan on a 
scheduled date of grant is insufficient to make all automatic grants required to
be made pursuant to the Plan on such date, then each eligible Director shall 
receive an Option to purchase a pro rata number of the remaining shares of 
Common Stock available under the Plan; provided further, however, that if such 
proration results in fractional shares of Common Stock, then such Option shall 
be rounded down to the nearest number of whole shares of Common Stock.  If there
is no whole number of shares remaining to be granted, then no grants shall be 
made under the Plan.  Each Option granted under the Plan shall be evidenced by 
an Agreement, in a form approved by the Committee, which shall embody the terms 
and conditions of such Option and which shall be subject to the express terms 
and conditions set forth in the Plan.  Such Agreement shall become effective 
upon execution by the Participant.

     5.3  Terms and Conditions.  Options shall be subject to such terms and 
          --------------------
conditions as shall be determined by the Committee, including in each case the 
following:

     (a)  Option Period.  The Option Period of each Option shall be five (5) 
          -------------
years.

     (b)  Option Price.  The Option Price per share of the Common Stock 
          ------------
purchasable under an Option shall be the Fair Market Value as of the Grant Date.

     (c)  Exercisability.  Unless an earlier time is specified in an Agreement,
          --------------
and subject to the provisions of Section 6.3, Options granted on the Effective 
Date of a Public Offering shall become fully exercisable upon the Grant Date and
Options granted thereafter shall become exercisable on the first anniversary of 
the Grant Date.  An Option only shall be exercisable during the Option Period.

     (d)  Method of Exercise.  Subject to the provisions of this Article V, a
          ------------------
Participant may exercise Stock Options, in whole or in part, at any time during 
the Option Period by the Participant's giving written notice of exercise on a 
form provided by the Committee (if available) to the Company specifying the 
number of shares of Common Stock subject to the Stock Option to be purchased.  
Except when waived by the Committee, such notice shall be accompanied by payment
in full of the purchase price by cash or check or such other form of payment 
as the Company may

                                       8
<PAGE>
 
accept. If approved by the Committee (including approval at the time of 
exercise), payment in full or in part may also be made (i) by delivering Common 
Stock already owned by the Participant having a total Fair Market Value on the 
date of such delivery equal to the Option Price; (ii) by the execution and 
delivery of a note or other evidence of indebtedness (and any security agreement
thereunder) satisfactory to the Committee and permitted in accordance with 
Section 5.3(e); (iii) by authorizing the Company to retain shares of Common 
Stock which would otherwise be issuable upon exercise of the Option having a 
total Fair Market Value on the date of delivery equal to the Option Price; (iv) 
by the delivery of cash or the extension of credit by a broker-dealer to whom 
the Participant has submitted a notice of exercise or otherwise indicated an 
intent to exercise an Option (in accordance with Part 220, Chapter II, Title 12 
of the Code of Federal Regulations, so-called "cashless" exercise); or (v) by 
certifying ownership of shares of Common Stock by the Participant to the 
satisfaction of the Committee for later delivery to the company as specified by 
the committee; or (vi) by any combination of the foregoing or by any other
method permitted by the Committee.

     (e)  Nontransferability of Options.  Except as provided herein or in an 
          -----------------------------  
Agreement, no Option or interest therein shall be transferable by the
Participant other than by will or by the laws of descent and distribution, and
all Options shall be exercisable during the Participant's lifetime only by the
Participant. If and to the extent transferability is permitted by Rule 16b-3 and
except as otherwise provided herein or by an Agreement, every Option granted
hereunder shall be freely transferable, but only if such transfer does not
result in liability under Section 16 of the Exchange Act to the Participant or
other Participants and is consistent with registration of the Option and sale of
Common Stock on Form S-8 (or a successor form) or the Committee's waiver of such
condition.

     5.4  Termination.  Unless otherwise provided in an Agreement or determined 
          -----------
by the Committee, if a Participant ceases to be a Director due to death, any 
unexpired and unexercised Stock Option held by such Participant shall thereafter
be fully exercisable for a period of ninety (90) days following the date of the
appointment of a Representative (or such other period or no period as the
Committee may specify) or until the expiration of the Option Period, whichever
period is the shorter. Unless otherwise provided in an Agreement or determined
by the Committee, if a Participant ceases to be a Director due to a Disability,
any unexpired and unexercisable Stock Option held by such Participant shall
thereafter be fully exercisable by the Participant for the period of ninety (90)
days (or such other period or no period as the Committee may specify)
immediately following the date the Participant ceases to be a Director or until
the expiration of the Option Period, whichever period is shorter, and the
Participant's death at any time following the date the Participant ceases to be
a Director due to Disability shall not affect the foregoing.

     Unless otherwise provided in an Agreement or determined by the Committee, 
if a Participant's directorship is terminated for any reason other than due to 
Participant's death or Disability, any Option held by such Participant shall 
thereupon terminate. Unless otherwise provided in an Agreement, the death or 
Disability of a 

                                       9

<PAGE>
 
Participant after a termination of Directorship otherwise provided herein shall 
not extend the exercisability of the time permitted to exercise an Option.

                                  ARTICLE VI
                                  ----------

                                 MISCELLANEOUS
                                 -------------

     6.1  Amendments and Termination.  The Board may amend, alter or discontinue
          --------------------------
the Plan at any time, but no amendment, alteration or discontinuation shall be 
made which would impair the rights of a Participant under a Stock Option, 
theretofore granted without the Participant's consent, except such an amendment 
(a) made to avoid an expense charge to the Company or an Affiliate, (b) made to 
cause the Plan to qualify for the exemption provided by Rule 16b-3, (c) to 
prevent the Plan from being disqualified from the exemption provided by Rule 
16b-3, or (d) made to permit the Company or an Affiliate a deduction under the
Code. In addition, no such amendment shall be made without the approval of the
Company's stockholders to the extent such approval is required by law or
agreement. Notwithstanding the foregoing, the Plan may not be amended more than
once every six (6) months to change the Plan provisions listed in section
(c)(2)(ii)(A) of Rule 16b-3, other than to comport with changes in the Code or
Rule 16b-3.

     The Committee may amend the Plan at any time subject to the same 
limitations (and exceptions to limitations) as applied to the Board and further 
subject to any approval or limitations the Board may impose.

     The Committee may amend the terms of any Stock Option theretofore granted, 
prospectively or retroactively, but no such amendment shall impair the rights of
any Participant without the Participant's consent or reduce an Option Price, 
except such an amendment made to cause the Plan or Award to qualify for the 
exemption provided by Rule 16b-3, avoid an expense charge to the Company or an 
Affiliate or qualify for a deduction.  The Committee's discretion to amend the 
Plan or Agreement shall be limited to the Plan's constituting a plan described
in section (c)(2)(ii) of Rule 16b-3.

     Subject to the above provisions, the Board shall have authority to amend 
the Plan to take into account changes in law and tax and accounting rules, as 
well as other developments, and to grant Awards which qualify for beneficial 
treatment under such rules without stockholder approval.  Notwithstanding 
anything in the Plan to the contrary, if any right under this Plan would cause a
transaction to be ineligible for pooling of interest accounting that would, but
for the right hereunder, be eligible for such accounting treatment, the
Committee may modify or adjust the right so that pooling of interest accounting
is available.

     6.2  General Provisions.
          ------------------

     (a)  Representation.  The Committee may require each person purchasing or 
          --------------
receiving shares pursuant to an Option to represent to and agree with the 
Company

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<PAGE>
 
in writing that such person is acquiring the shares without a view to the 
distribution thereof in violation of the Securities Act. The certificates for 
such shares may include any legend which the Committee deems appropriate to 
reflect any restrictions on transfer.

     (b)  Withholding.  If determined to be required to protect the Company, no 
          -----------
later than the date as of which an amount first becomes includable in the gross 
income of the Participant for Federal income tax purposes with respect to any 
Option, the Participant shall pay to the Company (or other entity identified by 
the Committee), or make arrangements satisfactory to the Company or other entity
identified by the Committee regarding the payment of, any Federal, state, local
or foreign taxes of any kind required by law to be withheld with respect to such
amount. Unless otherwise determined by the Committee, withholding obligations
may be settled with Common Stock, including Common Stock that is part of the
Option that gives rise to the withholding requirement, provided that any
applicable requirements under Section 16 of the Exchange Act are satisfied. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements, and the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the Participant.

     (c)  Controlling Law.  The Plan and all Options made and actions taken 
          ---------------
thereunder shall be governed by and construed in accordance with the laws of the
State of Illinois (other than its law respecting choice of law) except to the 
extent the Nevada Revised Statutes would be mandatorily applicable. The Plan 
shall be construed to comply with all applicable law, and to avoid liability to 
the Company, an Affiliate or a Participant, including, without limitation, 
liability under Section 16(b) of the Exchange Act.

     (d)  Offset.  Any amounts owed to the Company or an Affiliate by the 
          ------
Participant of whatever nature may be offset by the Company from the value of 
any shares of Common Stock, cash or other thing of value under the Plan or an 
Agreement to be transferred to the Participant, and no shares of Common Stock, 
cash or other thing of value under the Plan or an Agreement shall be transferred
unless and until all disputes between the Company and the Participant have been 
fully and finally resolved and the Participant has waived all claims to such 
against the Company or an Affiliate.

     (e)  Fail-Safe.  With respect to persons subject to Section 16 of the 
          --------- 
Exchange Act, transactions under this Plan are intended to comply with all 
applicable conditions of Rule 16b-3 or Rule 16a-1(c)(3). To the extent any 
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee. Moreover, in the event the Plan does not include a provision required
by Rule 16b-3 or Rule 16a-1(c)(3) to be stated therein, such provision (other 
than one relating to eligibility requirements, or the price and amount of 
Options) shall be deemed to be incorporated by reference into the Plan with 
respect to Participants subject to Section 16.

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<PAGE>
 
     6.3  Special Provisions Regarding a Change in Control.  Notwithstanding
          ------------------------------------------------
any other provision of the Plan to the contrary, unless otherwise provided in an
Agreement, in the event of a Change in Control:

     (a)  Any Stock Options outstanding as of the date of such Change in Control
and not then exercisable shall become fully exercisable to the full extent of 
the original grant;

     (b)  The Committee shall have full discretion, notwithstanding anything 
herein or in an Option Agreement to the contrary, to do any or all of the 
following with respect to an outstanding Stock Option:

              (1)  To cause any Stock Option to be cancelled, provided notice
                   of at least 15 days thereof is provided before the date of 
                   cancellation;

              (2)  To provide that the securities of another entity be
                   substituted hereunder for the Common Stock and to make
                   equitable adjustment with respect thereto;

              (3)  To grant the Participant by giving notice during a pre-set
                   period to surrender all or part of a Stock Option to the
                   Company and to receive cash in an amount equal to the
                   amount by which the "Change in Control Price" (as defined in
                   Section 6.3(c)) per share of Common Stock on the date of such
                   election shall exceed the amount which the Participant must
                   pay to exercise the Option per share of Common Stock under 
                   the Option (the "Spread") multiplied by the number of shares
                   of Common Stock granted under the Option;

              (4)  To require the assumption of the obligation of the Company
                   under the Plan subject to appropriate adjustment; and
        
              (5)  To take any other action the Committee determines to take.

     (c)  For purposes of this Section, "Change in Control Price" means the 
higher of (i) the highest reported sales price of a share of Common Stock in any
transaction reported on the principal exchange on which such shares are listed
or on NASDAQ during the sixty (60)-day period prior to and including the date of
a Change in Control, or (ii) if the Change in Control is the result of a
corporate transaction, the highest price per share of Common Stock paid in such
tender or exchange offer or a corporate transaction. To the extent that the
consideration paid in any such transaction described above consists all or in
part of securities or other non-cash consideration, the value of such securities
or other non-cash consideration shall be determined in the sole discretion of
the Committee.

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<PAGE>
 
     6.4  Delay.  If at the time, the Participant is subject to "short-swing" 
          -----
liability under Section 16 of the Exchange Act, any time period provided for 
under the Plan, to the extent necessary to avoid the imposition of liability, 
shall be suspended and delayed during the period the Participant would be 
subject to such liability.

     6.5  Headings.  The headings contained in the Plan are for reference 
          --------
purposes only and shall not affect the meaning or interpretation of the Plan.

     6.6  Severability.  If any provision of the Plan shall for any reason be 
          ------------
held to be invalid or unenforceable, such invalidity or unenforceability shall 
not effect any other provision hereby, and the Plan shall be construed as if 
such invalid or unenforceable provision were omitted.

     6.7  Successors and Assigns.  The plan shall inure to the benefit of and be
          ----------------------
binding upon each successor and assign of the Company. All obligations imposed 
upon a Participant, and all rights granted to the Company hereunder, shall be 
binding upon the Participant's heirs, legal representatives and successors.

     6.8  Entire Agreement.  The Plan and the Agreement constitute the entire 
          ----------------
agreement with respect to the subject matter hereof and thereof, provided that
in the event of any inconsistency between the Plan and the Agreement, the terms
and conditions of the Plan shall control.

                                      13
<PAGE>
 
     As of May 6, 1996.

                                  VisCorp

   
                                  By: /s/ W.H. BUCK
                                      -----------------------
                                      WILLIAM H. BUCK
                                      Chief Executive Officer




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