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                        EXHIBIT 10(d)

                     MATERIAL CONTRACTS

              PHARMAKINETICS LABORATORIES, INC.
        1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

     PHARMAKINETICS LABORATORIES, INC. (the "Corporation") sets
forth herein the terms of this 1996 Non-Employee Directors Stock
Option Plan (the "Plan") as follows:

1.  Purpose.

     The Board of Directors (the "Board") believes that the
success of the Corporation depends in part on its ability to
attract and retain directors with relevant beneficial experience
who are motivated to exert their best efforts on behalf of the
Corporation.  The Board  believes that a program that permits the
grant of stock options to Non-Employee Directors, as defined
below in this Section, promotes the long-term financial success
of the Corporation by further aligning the interests of the Non-
Employee Directors with the interests of the Corporation and its
stockholders.  The Plan is intended to promote the interests of
the Corporation by providing Non-Employee Directors with a
program to acquire or increase a proprietary interest in the
Corporation.  Each stock option granted under the Plan (an
"Option") is intended to be granted to directors of the
Corporation who are not officers or other salaried employees of
the Corporation or any "subsidiary corporation" (a "Subsidiary")
thereof within the meaning of Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code") (the "Non-Employee
Directors" or "Optionees").

2.  Administration.

    (a)  Administration.  The Plan shall be administered by the
Board or the Compensation Committee established by the Board (the
"Committee"), if the Board duly resolves to delegate
administration to the Committee which shall have full power and
authority to take all actions, and to make all determinations
required or provided for under the Plan or any Option granted or
Option Agreement (as defined in Section 7 below) entered into
hereunder and all such actions and determinations not
inconsistent with the specific terms and provisions of the Plan
deemed by the Board or Committee to be necessary or appropriate
to the administration of the Plan or any Option granted or Option
Agreement entered into hereunder.  The interpretation and
construction by the Board or Committee of any provision of the



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Plan or of any Option granted or Option Agreement entered into
hereunder shall be final and conclusive.  The Board or Committee
shall cause a copy of this Plan to be delivered to each
participant in the Plan.

    (b)  No Liability.  No member of the Board or of the
Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Option granted or
Option Agreement entered into hereunder.

    (c)  Delegation to the Committee.  In the event that the Plan
or any Option granted or Option Agreement entered into hereunder
provides for any action to be taken by or determination to be
made by the Board, such action may be taken by or such
determination may be made by the Committee if the power and
authority to do so has been delegated to the Committee by the
Board as provided for in Section 2(a) above.  Unless otherwise
expressly determined by the Board, any such action or
determination by the Committee shall be final and conclusive.

3.  Stock

     The stock that may be issued pursuant to Options granted
under the Plan shall be shares of Common Stock, par value $.001
per share, of the Corporation (the "Stock"), which shares may be
authorized but unissued shares or shares that may be purchased by
the Corporation in the open market or in private transactions. 
The number of shares of Stock that may be issued pursuant to
Options granted under the Plan shall not exceed in the aggregate
600,000 shares, which number of shares is subject to adjustment
as hereinafter provided in Section 16 below.  If any Option
expires, terminates, or is terminated or canceled for any reason
prior to exercise in full, the shares of Stock that were subject
to the unexercised portion of such Option shall be available for
future Options granted under the Plan.

4.  Eligibility.

     Only those directors of the Company who are Non-Employee
Directors of the Corporation and who are not holders, directly or
indirectly, of ten percent (10%) or more of the combined voting
power of the Corporation are eligible to participate in the Plan.

5.  Effective Date and Term of the Plan. 

    (a)  Effective Date.  The Plan shall be effective as of
November 25, 1996 (the "Effective Date"), the date of the
adoption by the Board.



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    (b)  Term.  The Plan shall terminate on the 10th anniversary
of the Effective Date.

6.  Grant of Options.

    (a)  Non-Employee Directors Serving on the Effective Date. 
Each Non-Employee Director who is serving on the Board on the
Effective Date ("Serving Director"), shall be granted on the
Effective Date options to purchase One Hundred and Twenty
Thousand (120,000) shares of the Stock (the "Grant") which shall
vest in four equal installments of one-quarter (1/4) over four
(4) years.  The first installment shall vest on the Effective
Date of the Grant.  Thereafter, on the date of each of the next
three (3) annual meetings of stockholders at which elections to
the Board are conducted (each, an "Annual Meeting"), an
installment of one-quarter (1/4) of the Grant shall vest in each
Serving Director who is re-elected to the Board.

    (b)  Non-Employee Directors Elected or Appointed After the
Effective Date.  Each Non-Employee Director who is elected or
appointed to the Board after the Effective Date ("Subsequent
Director") shall be granted on the date of his or her election or
appointment an option to purchase One Hundred and Twenty Thousand
(120,000) shares of the Stock (adjusted, if applicable, as
provided in subparagraph (ii) below) which shall vest in four
installments as follows:

        (i)  if the Subsequent Director is elected on the date of
an Annual Meeting, one-quarter (1/4) of the Grant shall vest on
the date of the Subsequent Director's election to the Board. 
Thereafter, on the date of each of the next three (3) Annual
Meetings at which elections to the Board are conducted, an
installment of one-quarter (1/4) of the Grant shall vest in each
Subsequent Director who is reelected to the Board; and 

       (ii)  if the Subsequent Director is appointed on a date
other than the date of an Annual Meeting, then the first
installment of the Grant shall be prorated to equal an amount
equal to the product of 30,000 times a fraction, the numerator of
which shall be the number of calendar months during which the
Subsequent Director will serve on the Board prior to the next
succeeding Annual Meeting and the denominator of which shall be
the number twelve (12).  Notwithstanding this formula, in no case
shall the first installment be less than fifteen thousand
(15,000) shares and the amount of such installment shall be
rounded to the nearest whole share.  Thereafter, on the date of
each of the next three (3) Annual Meetings an installment of
one-quarter (1/4) of the Grant shall vest in each Subsequent
Director who is reelected to the Board.


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7.  Option Agreements

     All Options granted pursuant to the Plan shall be evidenced
by written agreements ("Option Agreements"), to be executed by
the Corporation and by the Optionee, in such form or forms as the
Board or Committee shall from time to time determine.  Option
Agreements covering Options granted from time to time or at the
same time need not contain similar provisions; provided, however,
that all such Option Agreements shall comply will all terms of
the Plan.

8.  Option Price.
        
     The purchase price of each share of the Stock subject to an
Option (the "Option Price") shall be fixed by the Board or
Committee and stated in each Option Agreement, and shall be equal
to 100% of the fair market value of the Stock which is deemed to
be the mean of the bid and asked prices as determined by over-
he-counter trading on the date the Option is granted pursuant to
the terms and conditions of Section 6 herein, or, if no sale of
the Stock has been made on such day, on the next preceding day on
which any such sale has been made.

9.  Term and Exercise Options.

    (a)  Term.  Each Option granted under the Plan shall
terminate, and all rights to purchase shares thereunder shall
cease, upon the expiration of ten (10) years from the date such
Option is granted, unless otherwise provided in this Plan.

    (b)  Option Period and Limitations on Exercise.  Except as
otherwise provided in an Option Agreement, each Option granted be
exercised in whole or in part any time after the date of vesting
provided, however, that  a period of six months must elapse
between the date of grant of an Option and the date of
disposition of the Stock purchased upon the exercise of such
Option.  Notwithstanding the foregoing, the Board or Committee,
subject to the terms and conditions of the Plan, may in is sole
discretion provide other time periods during which an Option may
be exercised in whole or in part while such Option is
outstanding.  Any limitation on the exercise of an Option may be
rescinded, modified or waived by the Board or Committee, in its
sole discretion, at any time and from time to time after the date
of grant of such Option, so as to accelerate the time at which
the Option my be exercised.

    (c)  Method of Exercise.  An Option that is exercisable
hereunder may be exercised by delivery to the Corporation on any
business day, at its principal office, address to the attention


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of the Board, of written notice of exercise, which notice shall
specify the number of shares with respect to which the Option is
being exercised.  The minimum number of shares of Stock with
respect to which an Option may be exercised, in whole or in part,
at any time shall be the lesser of 100 shares or the maximum
number of shares available for purchase under the Option at the
time of exercise.  Payment of the Option Price for the shares of
Stock purchased pursuant to the exercise of an Option shall be
made (i) in cash or in cash equivalents; (ii) through the tender
to the Corporation of shares of Stock, which shares be valued,
for purposes of determining the extent to which the Option Price
has been paid thereby, at their fair market value (determined in
the manner described in Section 8 above) on the date of exercise;
(iii) through the tender to the Corporation of Options, to the
extent of the difference between the Option Price and the fair
market value of the shares of Stock subject to such Option
(determined in the manner described in Section 8 above) on the
exercise date; or (iv) by combination of the methods described in
(i), (ii) and (iii) above.  Payment in full of the Option Price
need not accompany the written notice of exercise provided the
notice of exercise directs that the Stock certificate or
certificates for the shares for which the Option is exercised be
delivered to a licensed broker applicable to the Corporation as
the agent for the individual exercising the Option and, at the
time such Stock certificate or certificates are delivered, the
broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option Price for the
shares of Stock purchased pursuant to the exercise of the Option
plus the amount (if any) of federal and/or the taxes which the
Corporation may, in its judgement, be required to withhold with
respect to the exercise of the Option.  An attempt to exercise
any Option granted hereunder other than as set forth above shall
be invalid and of no force and effect.  Promptly after the
exercise of an Option and the payment in full of the Option Price
of the shares of Stock covered thereby, the individual exercising
the Option shall be entitled to the issuance of a stock
certificate or certificates evidencing his ownership of such
shares; provided however, that the Corporation shall have the
right to withhold and deduct from the number of shares of Stock
deliverable upon exercise of an Option, a number of shares having
an aggregate fair market value (determined in the manner
described in Section 8 above) equal to the amount of any taxes
and other charges the Corporation or any Subsidiary is obligated
to withhold or deduct from amounts payable to such individual. 
An individual holding or exercising an Option shall have none of
the rights of a shareholder until the shares of Stock covered
thereby are fully paid and issued to him and, except as provided
in Section 16 below, no adjustment shall be made for dividends or



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other rights, if any, for which the record date is prior to the
date of such issuance.

10.  Transferability of Options.

     During the lifetime of an Optionee to whom an Option is
granted, only such Optionee (or, in the event of legal incapacity
or incompetency, the Optionee's guardian or legal representative)
may exercise the Option.  No Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by
will or the laws of the descent and distribution.

11.  Termination of Service or Employment.

     Any Option granted to a Non-Employee Director shall
terminate upon the expiration of ninety (90) days following the
date on which the Non-Employee Director ceases to be a member of
the Board other than because of death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code)
of such Optionee.  All Options that have not vested on the date
the Non-Employee Director ceases to be a member of the Board
other than by death or permanent and total disability shall
expire immediately upon said date.

12.  Rights in the Event of Death or Disability.

     Any Option granted to a Non-Employee Director shall
terminate upon the expiration of one year following the date on
which a Non-Employee Director ceases to be a member of the Board
by reason of death or "permanent and total disability" as defined
above or, if earlier, upon the expiration of ten years following
grant of the Option.

13.  Use of Proceeds.

     The proceeds received by the Corporation from the sale of
Stock pursuant to Options granted under the Plan shall constitute
general funds of the Corporation.

14.  Requirements of Law.

     (a)  Violations of Law.  The Corporation shall not be
required to sell or issue any shares of Stock under any Option if
the sale or issuance of such shares would constitute a violation
by the individual exercising the Option or the Corporation of any
provision of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws
or regulations.  Specifically in connection with Securities Act
of 1933 (as now in effect with respect to the shares of any


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Option, unless a registration statement under such Act is in
effect with respect to the shares of Stock covered by such
Option), the Corporation shall not be required to sell or issue
such shares unless the Corporation has received evidence
satisfactory to it that the holder of such Option may acquire
such shares pursuant to an exemption from registration under such
Act, and the shares of Stock to be issued upon the exercise of
all or any potion of any Option granted under the Plan shall be
issued on the exercise of all or any portion of any Option
granted under the Plan shall be issued on the condition that the
Optionee represents that the purchase of Stock upon such exercise
shall be for investment purposes and not with a view to resale,
distribution, offering, transferring, mortgaging, pledging,
hypothecating or otherwise disposing of any such Stock under the
circumstances which would constitute a public offering or
distribution under the Securities Act of 1993 or the securities
of any state.  No shares of Stock shall be issued upon the
exercise of any Option unless the Corporation shall have received
from the Optionee a written statement satisfactory to legal
counsel for the Corporation containing the above representations,
stating that certificates representing such shares may bear  a
legend restricting their transfer and stating that the
Corporation's transfer agent or agents may be given instructions
to stop transfer of any certificate bearing such legend.  Such
representation and restrictions provided for herein shall not be
required if (i) an effective registration statement for such
shares under the Securities Act of 1933 and any applicable state
laws has been filed with the Securities and Exchange Commission
and with the appropriate agency or commission of any state whose
laws apply to the transaction, or (ii) an opinion of counsel
satisfactory to the Corporation has been delivered to the
Corporation to the effect that registration is not required under
the Securities Act of 1933 or under the applicable securities
laws of any state.  Any determination by the Board or Committee
regarding the foregoing shall be final, binding, and conclusive.
The Corporation shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or
regulation or any governmental authority.

    (b)  Restriction on Transfer of Stock.  The certificate or
certificates for Stock issued upon the exercise of an Option
shall bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
PURSUANT TO AN INVESTMENT REPRESENTATION ON THE PART OF THE
HOLDER THEREOF AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED,
DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR



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CONSIDERATION EXCEPT UPON THE ISSUANCE TO THE ISSUER OF A
FAVORABLE OPINION OF ITS COUNSEL AND/OR THE SATISFACTORY TO
COUNSEL TO THE ISSUER, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL
NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND APPLICABLE STATE SECURITIES LAWS.

15.  Amendment and Termination of the Plan.

     The Board may, at any time and from time to time, amend,
suspend or terminate the Plan as to any shares of Stock as to
which Options have not been granted.  Except as permitted under
Section 16 hereof, no amendment, suspension or termination of the
Plan shall, without the consent of the holder of the Option,
alter or impair rights or obligations under any Option
theretofore granted under the Plan.

16.  Effect of Changes in Capitalization.

     (a)  Changes in Stock.  If the outstanding shares of Stock
are increased or decreased or changed into or exchanged for a
different number or kind or shares or other securities of the
Corporation by reason of any recapitalization, reclassification,
stock split-up, combination of shares, exchange of shares, stock
divided or other distribution payable in capital stock, or other
increase or decrease in such shares effected without receipt of
consideration by the Corporation, occurring after the effective
date of the Plan, the number and kinds of shares for the purchase
of which Options may be granted under the Plan shall be adjusted
proportionately and accordingly by the Corporation.  In addition,
the number and kind of shares for which Options are outstanding
shall be adjusted proportionately and accordingly so that the
proportionate interest of the holder of the Option immediately
following such event shall, to the extent practicable, be the
same as immediately prior to such event.  Any such adjustment in
outstanding Options shall not change the aggregate  Option Price
payable with respect to shares subject to the unexercised portion
in the Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share.

    (b)  Reorganization in which the Corporation is the Surviving
Corporation.  Subject to Subsection (d) hereof, if the
Corporation shall be surviving corporation in any reorganization,
merger, share exchange or consolidation of the Corporation with
one or more other corporations, any Option theretofore granted
pursuant to the Plan shall pertain to and apply to the securities
to which a holder of the number of shares of Stock subject to
such Option would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding
proportionate adjustment of the Option Price per share so that


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the aggregate Option Price thereafter shall be the same as the
aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or
consolidation.

    (c)  Reorganization in which the Corporation is not the
Surviving Corporation or Sale of Assets or Stock.  In the event
of the commencement of a tender offer (other than by the
Corporation) for any shares of the Corporation or a sale or
transfer, in one or a series of transactions, of assets having a
fair marker value of 50% or more of the fair market value of all
assets of the Corporation, or  a merger, consolidation or share
exchange pursuant to which shares of the Corporation may be
exchanged for or converted into cash, property or securities of
another issuer, or the liquidation of the Corporation (an
"Extraordinary Event"), then regardless of whether or not any
Option granted pursuant to the Plan shall have vested or become
fully exercisable, all Options granted pursuant to the Plan shall
immediately vest and become fully exercisable for the full number
of shares subject to any such Option on and at all times after
the "Event Date" of the Extraordinary Event.

        (i)  The "Event Date" is the date of the commencement of
the tender offer, if the Extraordinary Event is a tender offer,
and in the case of any other Extraordinary Event, the day
preceding the date as of which shareholders of record become
entitled to the consideration payable in respect or such
Extraordinary Event.

       (ii)  In the case of an Extraordinary Event other then a
tender offer, the exercise of an Option pursuant to this Section
prior to the Event Date shall be effective on and as of the Event
Date.  Upon the exercise of an Option upon the occurrence of an
Extraordinary Event, the Corporation shall issue, on and as of
the effective date of such exercise, all shares with respect to
which Option shall have been exercised.

      (iii)  In the event of the exercise pursuant to this
Section of any Option the Option Price for which shall not have
been fixed as of the Event Date, the Option Price in respect of
such Option shall be equal to the average fair market value
(determined in the manner described in Section 8 above) for the
30 days preceding the announcement or other publication of the
Extraordinary Event.

       (iv)  In the event that an Optionee fails to exercise his
or her Option, in whole or in part, pursuant to this Section upon
an Extraordinary Event, the Corporation shall take such action as



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may be necessary to enable each Optionee to receive upon any
subsequent exercise of his or her Option, in whole or in part, in
lieu of shares of the Corporation, securities or other assets as
were issuable or payable upon such Extraordinary Event in respect
of, or in exchange for, such shares.

    (d)  Adjustments.  Adjustments under this Section 16 related
to stock or securities of the Corporation shall be made by the
Board or Committee, whose determination in that respect shall be
final, binding, and conclusive.  No fractional shares of Stock or
units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the
nearest whole share or unit.

    (e)  No Limitations on Corporation.  The grant of an Option
pursuant to the Plan shall not affect or limit in any way the
right or power of the Corporation to make adjustments,
reclassification, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or
liquidate, or sell or transfer all or any part of its business or
assets.  

17.  Disclaimer of Rights

     No provision in the Plan or in any Option granted or Option
Agreement entered into pursuant to the Plan shall be construed to
confer upon any individual the right to remain in the service of
the Corporation or any Subsidiary, or to interfere in any way
with the right and authority of the Corporation or any Subsidiary
either to increase or decrease the compensation of any individual
at any time, or to terminate any employment or other relationship
between any individual and the Corporation or any Subsidiary.

18.  Non-Exclusivity of the Plan.

     The adoption of the Plan shall not be construed as creating
any limitation upon the right and authority of the Board to adopt
such other incentive compensation arrangements (which
arrangements may be applicable either generally to a class or
classes of individuals or specifically to a particular individual
or individuals)  as the Board in its discretion determines
desirable, including, without limitation, the granting of stock
options otherwise than under the Plan.

19.  Governing Law.

     This Plan shall be construed and governed under the laws of
the State of Maryland.
 
  
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