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                                                                   EXHIBIT 10.55



                     DISCOVERY PARTNERS INTERNATIONAL, INC.
                            STOCK PURCHASE AGREEMENT

             AGREEMENT made as of this __ day of _________, 19__ , by and among
DISCOVERY PARTNERS INTERNATIONAL, INC. (the "Corporation"), _________, the
holder of a stock option (the "Optionee") under the Corporation's 1995 Stock
Option/Stock Issuance Plan and _________, the Optionee's spouse.

I. EXERCISE OF OPTION

             1.1 EXERCISE. Optionee hereby purchases _________ shares
("Purchased Shares") of the Corporation's common stock ("Common Stock") pursuant
to that certain option ("Option") granted Optionee on ___________, 19__ ("Grant
Date") to purchase up to _________ shares of the Common Stock ("Total
Purchasable Shares") under the Corporation's 1995 Stock Option/Stock Issuance
Plan (the "Plan") at an option price of $_________ per share ("Option Price").

             1.2 PAYMENT. Concurrently with the delivery of this Agreement to
the Corporate Secretary of the Corporation, Optionee shall pay the Option Price
for the Purchased Shares in accordance with the provisions of the agreement
between the Corporation and Optionee evidencing the Option (the "Option
Agreement") and shall deliver whatever additional documents may be required by
the Option Agreement as a condition for exercise, together with a duly-executed
blank Assignment Separate from Certificate (in the form attached hereto as
Exhibit I) with respect to the Purchased Shares.

             1.3 DELIVERY OF CERTIFICATES. The certificates representing the
Purchased Shares hereunder shall be held in escrow by the Corporate Secretary of
the Corporation in accordance with the provisions of Article VII to the extent
such Shares are subject to the Repurchase Right contained in Article V hereof.
Certificates for all other Purchased Shares shall be delivered to Optionee as
soon as reasonably practicable following the date hereof.

             1.4 SHAREHOLDER RIGHTS. Until such time as the Corporation actually
exercises its repurchase right, rights of first refusal or special purchase
right under this Agreement, Optionee (or any successor in interest) shall have
all the rights of a shareholder (including voting and dividend rights) with
respect to the Purchased Shares, including the Purchased Shares held in escrow
under Article VII, subject, however, to the transfer restrictions of Article IV.

II. SECURITIES LAW COMPLIANCE

             2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made with
Participant in reliance upon Participant's representation to the Company, which
by Participant's execution of this Agreement Participant hereby confirms, that
the Shares are being acquired for investment for Participant's own account, not
as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that Participant has no present intention of selling, granting
any participation in, or otherwise distributing the same. By executing this
Agreement, Participant further represents that Participant does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Shares. Participant represents that he has full power and
authority to enter into this Agreement.

             2.2 EXEMPTION FROM REGISTRATION. The Purchased Shares have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), and
are accordingly being issued to Optionee in reliance upon the exemption from
such registration provided by Rule 701 of the Securities
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and Exchange Commission for stock issuances under compensatory benefit plans
such as the Plan. Optionee hereby acknowledges previous receipt of a copy of the
documentation for such Plan in the form of Exhibit C to the Notice of Grant of
Stock Option (the "Grant Notice") accompanying the Option Agreement.

             2.3 RESTRICTED SECURITIES.

             A. Optionee hereby confirms that Optionee has been informed that
the Purchased Shares are restricted securities under the 1933 Act and may not be
resold or transferred unless the Purchased Shares are first registered under the
Federal securities laws or unless an exemption from such registration is
available. Accordingly, Optionee hereby acknowledges that Optionee is prepared
to hold the Purchased Shares for an indefinite period and that Optionee is aware
that Rule 144 of the Securities and Exchange Commission issued under the 1933
Act is not presently available to exempt the sale of the Purchased Shares from
the registration requirements of the 1933 Act.

             B. Upon the expiration of the ninety (90)-day period immediately
following the date on which the Corporation first becomes subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Purchased Shares, to the extent vested under Article V, may
be sold (without registration) pursuant to the applicable requirements of Rule
144. If Optionee is at the time of such sale an affiliate of the Corporation for
purposes of Rule 144 or was such an affiliate during the preceding three (3)
months, then the sale must comply with all the requirements of Rule 144
(including the volume limitation on the number of shares sold, the
broker/market-maker sale requirement and the requisite notice to the Securities
and Exchange Commission); however, the two (2)-year holding period requirement
of the Rule will not be applicable. If Optionee is not at the time of the sale
an affiliate of the Corporation nor was such an affiliate during the preceding
three (3) months, then none of the requirements of Rule 144 (other than the
broker/market-maker sale requirement for Purchased Shares held for less than
three (3) years following payment in cash of the Option Price therefor) will be
applicable to the sale.

             C. Should the Corporation not become subject to the reporting
requirements of the Exchange Act then Optionee may, provided he/she is not at
the time an affiliate of the Corporation (nor was such an affiliate during the
preceding three (3) months), sell the Purchased Shares (without registration)
pursuant to paragraph (k) of Rule 144 after the Purchased Shares have been held
for a period of three (3) years following the payment in cash of the Option
Price for such shares.

             2.4 DISPOSITION OF SHARES. Optionee hereby agrees that Optionee
shall make no disposition of the Purchased Shares (other than a permitted
transfer under paragraph 4. 1) unless and until there is compliance with all of
the following requirements:

                    (a) Optionee shall have notified the Corporation of the
                    proposed disposition and provided a written summary of the
                    terms and conditions of the proposed disposition.

                    (b) Optionee shall have complied with all requirements of
                    this Agreement applicable to the disposition of the
                    Purchased Shares.

                    (c) Optionee shall have provided the Corporation with
                    written assurances, in form and substance satisfactory to
                    the Corporation, that (i) the proposed disposition does not
                    require registration of the Purchased Shares under the 1933
                    Act or (ii) all appropriate action necessary for compliance
                    with the registration



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                    requirements of the 1933 Act or of any exemption from
                    registration available under the 1933 Act (including Rule
                    144) has been taken.

             The Corporation shall not be required (i) to transfer on its books
any Purchased Shares which have been sold or transferred in violation of the
provisions of this Article II nor (ii) to treat as the owner of the Purchased
Shares, or otherwise to accord voting or dividend rights to, any transferee to
whom the Purchased Shares have been transferred in contravention of this
Agreement.

             2.5 RESTRICTIVE LEGENDS. In order to reflect the restrictions on
disposition of the Purchased Shares, the stock certificates for the Purchased
Shares will be endorsed with restrictive legends, including one or more of the
following legends:

                    (i) "The shares represented by this certificate have not
                    been registered under the Securities Act of 1933. The shares
                    may not be sold or offered for sale in the absence of (a) an
                    effective registration statement for the shares under such
                    Act (b) a `no action' letter of the Securities and Exchange
                    Commission with respect to such sale or offer, or (c)
                    satisfactory assurances to the Corporation that registration
                    under such Act is not required with respect to such sale or
                    offer."

                    (ii) "The shares represented by this certificate are
                    unvested and accordingly may not be sold, assigned,
                    transferred, encumbered, or in any manner disposed of except
                    in conformity with the terms of a written agreement dated
                    ___________, 19__ between the Corporation and the registered
                    holder of the shares (or the predecessor in interest to the
                    shares). Such agreement grants certain repurchase rights and
                    rights of first refusal to the Corporation (or its
                    assignees) upon the sale, assignment, transfer, encumbrance
                    or other disposition of the Corporation's shares or upon
                    termination of service with the Corporation. The Corporation
                    will upon written request furnish a copy of such agreement
                    to the holder hereof without charge."

III. SPECIAL TAX ELECTION

             3.1 SECTION 83(b) ELECTION APPLICABLE TO THE EXERCISE OF A
NON-STATUTORY STOCK OPTION. If the Purchased Shares are unvested and are
acquired hereunder pursuant to the exercise of a non-statutory stock option, as
specified in the Grant Notice, then the Optionee understands that under Section
83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of
the fair market value of the Purchased Shares on the date any forfeiture
restrictions applicable to such shares lapse over the Option Price paid for such
shares will be reportable as ordinary income on such lapse date. For this
purpose, the term "forfeiture restrictions" includes the right of the
Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right
provided under Article V of this Agreement. Optionee understands that he/she may
elect under Section 83(b) of the Code to be taxed at the time the Purchased
Shares are acquired hereunder, rather than when and as such Purchased Shares
cease to be subject to such forfeiture restrictions. Such election must be filed
with the Internal Revenue Service within thirty (30) days after the date of this
Agreement. Even if the fair market value of the Purchased Shares at the date of
this Agreement equals the Option Price paid (and thus no tax is payable), the
election must be made to avoid adverse tax consequences in the future. THE FORM
FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO. OPTIONEE UNDERSTANDS
THAT FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WELL RESULT
IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE
RESTRICTIONS LAPSE.



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             3.2 CONDITIONAL SECTION 83(b) ELECTION APPLICABLE TO THE EXERCISE
OF AN INCENTIVE STOCK OPTION. If the Purchased Shares are unvested and are
acquired hereunder pursuant to the exercise of an incentive stock option under
the Federal tax laws, as specified in the Grant Notice, then the following tax
principles shall be applicable to the Purchased Shares:

                    A. For regular tax purposes, no taxable income will be
                    recognized at the time the Option is exercised.

                    B. The excess of (i) the fair market value of the Purchased
                    Shares on the date the Option is exercised or (if later) on
                    the date any forfeiture restrictions applicable to the
                    Purchased Shares lapse over (ii) the Option Price paid for
                    the Purchased Shares will be includible in the Optionee's
                    taxable income for alternative minimum tax purposes.

                    C. If the Optionee makes a disqualifying disposition of the
                    Purchased Shares, then the Optionee will recognize ordinary
                    income in the year of such disposition equal in amount to
                    the excess of (i) the fair market value of the Purchased
                    Shares on the date the Option is exercised or (if later) on
                    the date any forfeiture restrictions applicable to the
                    Purchased Shares lapse over (ii) the Option Price paid for
                    the Purchased Shares. Any additional gain recognized upon
                    the disqualifying disposition will be either short-term or
                    long-term capital gain depending upon the period for which
                    the Purchased Shares are held prior to the disposition.

                    D. For purposes of the foregoing, the term "forfeiture
                    restrictions" will include the right of the Corporation to
                    repurchase the Purchased Shares pursuant to the Repurchase
                    Right provided under Article V of this Agreement. The term
                    "disqualifying disposition" means any sale or other
                    disposition/ of the Purchased Shares within two (2) years
                    after the Grant Date or within one (1) year after the
                    execution date of this Agreement.

                    E. In the absence of final Treasury Regulations relating to
                    incentive stock options, it is not certain whether the
                    Optionee may, in connection with the exercise of the Option
                    for any Purchased Shares at the time subject to forfeiture
                    restrictions, file a protective election under Section 83(b)
                    of the Code which would limit (I) the Optionee's alternative
                    minimum taxable income upon exercise and (II) the Optionee's
                    ordinary income upon a disqualifying disposition, to the
                    excess of (i) the fair market value of the Purchased Shares
                    on the date the Option is exercised over (ii) the Option
                    Price paid for the Purchased Shares. THE APPROPRIATE FORM
                    FOR MAKING SUCH A PROTECTIVE ELECTION IS ATTACHED AS EXHIBIT
                    II TO THIS AGREEMENT AND MUST BE FILED WITH THE INTERNAL
                    REVENUE SERVICE WITHIN THIRTY (30) DAYS AFTER THE DATE OF
                    THIS

-----------------------
        // Generally, a disposition of shares purchased under an incentive stock
option includes any transfer of legal title, including a transfer by sale,
exchange or gift, but does not include a transfer to the Optionee's spouse, a
transfer into joint ownership with right of survivorship if Optionee remains one
of the joint owners, a pledge, a transfer by bequest or inheritance or certain
tax free exchanges permitted under the Code.



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                    AGREEMENT. HOWEVER, SUCH ELECTION IF PROPERLY FILED WILL
                    ONLY BE ALLOWED TO THE EXTENT THE FINAL TREASURY REGULATIONS
                    PERMIT SUCH A PROTECTIVE ELECTION.

             3.3 OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE
RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER
SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES
TO MAKE THIS FILING ON HIS/HER BEHALF. This filing should be made by registered
or certified mail, return receipt requested, and Optionee must retain two (2)
copies of the completed form for filing with his or her State and Federal tax
returns for the current tax year and an additional copy for his or her records.

IV. TRANSFER RESTRICTIONS

             4.1 RESTRICTION ON TRANSFER. Optionee shall not transfer, assign,
encumber or otherwise dispose of any of the Purchased Shares which are subject
to the Corporation's Repurchase Right under Article V. In addition, Purchased
Shares which are released from the Repurchase Right shall not be transferred,
assigned, encumbered or otherwise made the subject of disposition in
contravention of the Corporation's First Refusal Right under Article VI. Such
restrictions on transfer, however, shall not be applicable to (i) a gratuitous
transfer of the Purchased Shares made to the Optionee's spouse or issue,
including adopted children, or to a trust for the exclusive benefit of the
Optionee or the Optionee's spouse or issue, provided and only if the Optionee
obtains the Corporation's prior written consent to such transfer, (ii) a
transfer of title to the Purchased Shares effected pursuant to the Optionee's
will or the laws of intestate succession or (iii) a transfer to the Corporation
in pledge as security for any purchase-money indebtedness incurred by the
Optionee in connection with the acquisition of the Purchased Shares.

             4.2 TRANSFEREE OBLIGATIONS. Each person (other than the
Corporation) to whom the Purchased Shares are transferred by means of one of the
permitted transfers specified in paragraph 4.1 must, as a condition precedent to
the validity of such transfer, acknowledge in writing to the Corporation that
such person is bound by the provisions of this Agreement and that the
transferred shares are subject to (i) both the Corporation's Repurchase Right
and the Corporation's First Refusal Right granted hereunder and (ii) the market
stand-off provisions of paragraph 4.4, to the same extent such shares would be
so subject if retained by the Optionee.

             4.3 DEFINITION OF OWNER. For purposes of Articles IV, V, VI and
VII, of this Agreement, the term "Owner" shall include the Optionee and all
subsequent holders of the Purchased Shares who derive their chain of ownership
through a permitted transfer from the Optionee in accordance with paragraph 4.1.

             4.4 MARKET STAND-OFF PROVISIONS.

                    A. In connection with any underwritten public offering by
the Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Owner shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters. Such limitations shall be in effect for such
period of time from and after the effective date of such registration statement
as may be requested by the Corporation or such underwriters; provided, however,
that in no event shall such period exceed one hundred-eighty (180) days. The
limitations of this paragraph 4.4 shall remain in effect for the two-year



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period immediately following the effective date of the Corporation's initial
public offering and shall thereafter terminate and cease to have any force or
effect.

                    B. Owner shall be subject to the market stand-off provisions
of this paragraph 4.4 provided and only if the officers and directors of the
Corporation are also subject to similar arrangements.

                    C. In the event of any stock dividend, stock split,
recapitalization or other change affecting the Corporation's outstanding Common
Stock effected as a class without receipt of consideration, then any new,
substituted or additional securities distributed with respect to the Purchased
Shares shall be immediately subject to the provisions of this paragraph 4.4, to
the same extent the Purchased Shares are at such time covered by such
provisions.

                    D. In order to enforce the limitations of this paragraph
4.4, the Corporation may impose stop-transfer instructions with respect to the
Purchased Shares until the end of the applicable stand-off period.

V. REPURCHASE RIGHT

             5.1 GRANT. The Corporation is hereby granted the right (the
"Repurchase Right"), exercisable at any time during the sixty (60)-day period
following the date the Optionee ceases for any reason to remain in Service or
(if later) during the sixty (60)-day period following the execution date of this
Agreement, to repurchase at the Option Price all or (at the discretion of the
Corporation and with the consent of the Optionee) any portion of the Purchased
Shares in which the Optionee has not acquired a vested interest, if any, in
accordance with the vesting provisions of paragraph 5.3 (such shares to be
hereinafter called the "Unvested Shares").

             5.2 EXERCISE OF THE REPURCHASE RIGHT. The Repurchase Right shall be
exercisable by written notice delivered to the Owner of the Unvested Shares
prior to the expiration of the applicable sixty (60)-day period specified in
paragraph 5.1. The notice shall indicate the number of Unvested Shares to be
repurchased and the date on which the repurchase is to be effected, such date to
be not more than thirty (30) days after the date of notice. To the extent one or
more certificates representing Unvested Shares may have been previously
delivered out of escrow to the Owner, then Owner shall, prior to the close of
business on the date specified for the repurchase, deliver to the Secretary of
the Corporation the certificates representing the Unvested Shares to be
repurchased, each certificate to be properly endorsed for transfer. The
Corporation shall, concurrently with the receipt of such stock certificates
(either from escrow in accordance with paragraph 7.3 or from Owner as herein
provided), pay to Owner in cash or cash equivalents (including the cancellation
of any purchase-money indebtedness), an amount equal to the Option Price
previously paid for the Unvested Shares which are to be repurchased.

             5.3 TERMINATION OF THE REPURCHASE RIGHT. The Repurchase Right shall
terminate with respect to any Unvested Shares for which it is not timely
exercised under paragraph 5.2. In addition, the Repurchase Right shall
terminate, and cease to be exercisable, with respect to any and all previously
Unvested Shares in which the Optionee becomes vested in accordance with the
vesting schedule specified in the Grant Notice. All Purchased Shares as to which
the Repurchase Right lapses shall, however, continue to be subject to (i) the
First Refusal Right of the Corporation and its assignees under Article VI, (ii)
the market stand-off provisions of paragraph 4.4 and (iii) the Special Purchase
Right under Article VIII.

             5.4 AGGREGATE VESTING LIMITATION. If the Option is exercised in
more than one increment so that the Optionee is a party to one or more other
Stock Purchase Agreements ("Prior



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Purchase Agreements") which are executed prior to the date of this Agreement,
then the total number of Purchased Shares as to which the Optionee shall be
deemed to have a fully-vested interest under this Agreement and all Prior
Purchase Agreements shall not exceed in the aggregate the number of Purchased
Shares in which the Optionee would otherwise at the time be vested, in
accordance with the vesting provisions of paragraph 5.3, had all the Purchased
Shares been acquired exclusively under this Agreement.

             5.5 FRACTIONAL SHARES. No fractional shares shall be repurchased by
the Corporation. Accordingly, should the Repurchase Right extend to a fractional
share (in accordance with the vesting provisions of paragraph 5.3) at the time
the Optionee ceases Service, then such fractional share shall be added to any
fractional share in which the Optionee is at such time vested in order to make
one whole vested share no longer subject to the Repurchase Right.

             5.6 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of
any stock dividend, stock split, recapitalization or other change affecting the
Corporation's outstanding Common Stock as a class effected without receipt of
consideration, then any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which is
by reason of any such transaction distributed with respect to the Purchased
Shares shall be immediately subject to the Repurchase Right, but only to the
extent the Purchased Shares are at the time covered by such right. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number of Purchased Shares and Total Purchasable Shares hereunder
and to the price per share to be paid upon the exercise of the Repurchase Right
in order to reflect the effect of any such transaction upon the Corporation's
capital structure; provided, however, that the aggregate purchase price shall
remain the same.

             5.7 CORPORATE TRANSACTION.

             A. Immediately prior to the consummation of any of the following
shareholder approved transactions (a "Corporate Transaction"):

                    (i) a merger or consolidation in which the Corporation is
        not the surviving entity,

                    (ii) the sale, transfer or other disposition of all or
        substantially all of the Corporation's assets, or

                    (iii) any transaction (other than an issuance of shares by
        the Corporation for cash) in or by means of which one or more persons
        acting in concert acquire, in the aggregate, more than 50% of the
        outstanding shares of the stock of the Corporation, the Repurchase Right
        shall automatically lapse in its entirety except to the extent the
        Repurchase Right is to be assigned to the successor corporation (or its
        parent company) in connection with such Corporate Transaction.

             B. To the extent the Repurchase Right remains in effect following
such Corporate Transaction, such right shall apply to the new capital stock or
other property (including cash) received in exchange for the Purchased Shares in
consummation of the Corporate Transaction, but only to the extent the Purchased
Shares are at the time covered by such right. Appropriate adjustments shall be
made to the price per share payable upon exercise of the Repurchase Right to
reflect the effect of the Corporate Transaction upon the Corporation's capital
structure; provided, however, that the aggregate purchase price shall remain the
same.



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             C. Any Repurchase Rights which remain in effect following such
Corporate Transaction, shall automatically cease to be exercisable immediately
prior to Optionee's terminator, of Service should Optionee's Service
subsequently terminate by reason of an Involuntary Termination within twelve
(12) months following the effective date of such Corporate Transaction.
Involuntary Termination shall mean the termination of the Service of any
individual which occurs by reason of such individuals involuntary dismissal or
discharge by the Corporation for reasons other than Misconduct, or such
individual's voluntary resignation following a reduction in his or her level of
compensation (including base salary, fringe benefits) by more than fifteen
percent (15%) or a relocation of such individual's place of employment by more
than fifty (50) miles, provided and only if such change, reduction or relocation
is effected by the Corporation without the individual's consent. Misconduct
shall mean the commission of any act of fraud, embezzlement or dishonesty by the
Optionee or Participant, any unauthorized use or disclosure by such person of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by such person adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of
any Optionee, Participant or other person in the Service of the Corporation (or
any Parent or Subsidiary).

             D. This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

VI. RIGHT OF FIRST REFUSAL

             6.1 GRANT. The Corporation is hereby granted rights of ` first
refusal (the "First Refusal Right"), exercisable in connection with any proposed
transfer of the Purchased Shares in which the Optionee has vested in accordance
with the vesting provisions of Article V. For purposes of this Article VI, the
term "transfer" shall include any sale, assignment, pledge, encumbrance or other
disposition for value of the Purchased Shares intended to be made by the Owner,
but shall not include any of the permitted transfers under paragraph 4. 1.

             6.2 NOTICE OF INTENDED DISPOSITION. In the event the Owner desires
to accept a bona fide third-party offer for the transfer of any or all of the
Purchased Shares (the shares subject to such offer to be hereinafter called the
"Target Shares"), Owner shall promptly (i) deliver to the Corporate Secretary of
the Corporation written notice (the "Disposition Notice") of the terms and
conditions of the offer, including the purchase price and the identity of the
third-party offeror, and (ii) provide satisfactory proof that the disposition of
the Target Shares to such third-party offeror would not be in contravention of
the provisions set forth in Articles II and IV of this Agreement.

             6.3 EXERCISE OF RIGHT. The Corporation shall, for a period of
forty-five (45) days following receipt of the Disposition Notice, have the right
to repurchase any or all of the Target Shares specified in the Disposition
Notice upon the same terms and conditions specified therein or upon terms and
conditions which do not materially vary from those specified therein. Such right
shall be exercisable by delivery of written notice (the "Exercise Notice") to
Owner prior to the expiration of the forty-five (45)-day exercise period. If
such right is exercised with respect to all the Target Shares specified in the
Disposition Notice, then the Corporation (or its assignees) shall effect the
repurchase of the Target Shares, including payment of the purchase price, not
more than ten (10) business days after delivery of the Exercise Notice; and at
such time Owner shall deliver to the Corporation the certificates representing
the Target Shares to be repurchased, each certificate to be properly endorsed
for transfer. To the extent any of the Target Shares are at the time held in
escrow under Article VII, the certificates for such shares shall automatically
be released from escrow and delivered to the Corporation for purchase. Should
the



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purchase price specified in the Disposition Notice be payable in property other
than cash or evidences of indebtedness, the Corporation (or its assignees) shall
have the right to pay the purchase price in the form of cash equal in amount to
the value of such property. If the Owner and the Corporation (or its assignees)
cannot agree on such cash value within ten (10) days after the Corporation's
receipt of the Disposition Notice, the valuation shall be made by an appraiser
of recognized standing selected by the Owner and the Corporation (or its
assignees) or, if they cannot agree on an appraiser within twenty (20) days
after the Corporation's receipt of the Disposition Notice, each shall select an
appraiser of recognized standing and the two appraisers shall designate a third
appraiser of recognized standing, whose appraisal shall be determinative of such
value. The cost of such appraisal shall be shared equally by the Owner and the
Corporation. The closing shall then be held on the later of (i) the tenth
business day following delivery of the Exercise Notice or (ii) the tenth
business day after such cash valuation shall have been made.

             6.4 NON-EXERCISE OF RIGHT. In the event the Exercise Notice is not
given to Owner within forty-five (45) days following the date of the
Corporation's receipt of the Disposition Notice, Owner shall have a period of
thirty (30) days thereafter in which to sell or otherwise dispose of the Target
Shares to the third-party offeror identified in the Disposition Notice upon
terms and conditions (including the purchase price) no more favorable to such
third-party offeror than those specified in the Disposition Notice; provided,
however, that any such sale or disposition must not be effected in contravention
of the provisions of Article II of this Agreement. To the extent any of the
Target Shares are at the time held in escrow under Article VII, the certificates
for such shares shall automatically be released from escrow and surrendered to
the Owner. The third-party offeror shall acquire the Target Shares free and
clear of the Corporation's Repurchase Right under Article V and the
Corporation's First Refusal Right hereunder, but the acquired shares shall
remain subject to (i) the securities law restrictions of Article II and (ii) the
market stand-off provisions of paragraph 4.4. In the event Owner does not effect
such sale or disposition of the Target Shares within the specified thirty
(30)-day period, the Corporation's First Refusal Right shall continue to be
applicable to any subsequent disposition of the Target Shares by Owner until
such right lapses in accordance with paragraph 6.7.

             6.5 PARTIAL EXERCISE OF RIGHT. In the event the Corporation (or its
assignees) makes a timely exercise of the First Refusal Right with respect to a
portion, but not all, of the Target Shares specified in the Disposition Notice,
Owner shall have the option, exercisable by written notice to the Corporation
delivered within thirty (30) days after the date of the Disposition Notice, to
effect the sale of the Target Shares pursuant to one of the following
alternatives:

                    (i) sale or other disposition of all the Target Shares to
        the third-party offeror identified in the Disposition Notice, but in
        full compliance with the requirements of paragraph 6.4, as if the
        Corporation did not exercise the First Refusal Right hereunder; or

                    (ii) sale to the Corporation (or its assignees) of the
        portion of the Target Shares which the Corporation (or its assignees)
        has elected to purchase, such sale to be effected in substantial
        conformity with the provisions of paragraph 6.3.

             Failure of Owner to deliver timely notification to the Corporation
under this paragraph 6.5 shall be deemed to be an election by Owner to sell the
Target Shares pursuant to alternative (i) above.

             6.6 RECAPITALIZATION/MERGER.

                    (a) In the event of any stock dividend, stock split,
recapitalization or other transaction affecting the Corporation's outstanding
Common Stock as a class effected without receipt of consideration, then any new,
substituted or additional securities or other property which is by reason of
such transaction distributed with respect to the Purchased Shares shall be
immediately subject to the



                                       9
<PAGE>   10

Corporation's First Refusal Right hereunder, but only to the extent the
Purchased Shares are at the time covered by such right.

                    (b) In the event of any of the following transactions:

                         (i) a merger or consolidation in which the Corporation
             is not the surviving entity,

                         (ii) a sale, transfer or other disposition of all or
             substantially all of the Corporation's assets,

                         (iii) a reverse merger in which the Corporation is the
             surviving entity but in which the Corporation's outstanding voting
             securities are transferred in whole or in part to person or persons
             other than those who held such securities immediately prior to the
             merger, or

                         (iv) any transaction effected primarily to change the
             State in which the Corporation is incorporated, or to create a
             holding company structure,

                    the Corporation's First Refusal Right shall remain in full
force and effect and shall apply to the new capital stock or other property
received in exchange for the Purchased Shares in consummation of the transaction
but only to the extent the Purchased Shares are at the time covered by such
right.

             6.7 LAPSE. The First Refusal Right under this Article VI shall
lapse and cease to have effect upon the earliest to occur of (i) the first date
on which shares of the Corporation's Common Stock are held of record by more
than five hundred (500) persons, (ii) a determination is made by the
Corporation's Board of Directors that a public market exists for the outstanding
shares of the Corporation's Common Stock, or (iii) a firm commitment
underwritten public offering pursuant to an effective registration statement
under the 1933 Act, covering the offer and sale of the Corporation's Common
Stock in the aggregate amount of at least $5.000,000. However, the market
stand-off provisions of paragraph 4.4 shall continue to remain in full force and
effect following the lapse of the First Refusal Right hereunder.

VII. ESCROW

             7.1 DEPOSIT. Upon issuance, the certificates for any Unvested
Shares purchased hereunder shall be deposited in escrow with the Corporate
Secretary of the Corporation to be held in accordance with the provisions of
this Article VII. Each deposited certificate shall be accompanied by a
duly-executed Assignment Separate from Certificate in the form of Exhibit I. The
deposited certificates, together with any other assets or securities from time
to time deposited with the Corporate Secretary pursuant to the requirements of
this Agreement, shall remain in escrow until such time or times as the
certificates (or other assets and securities) are to be released or otherwise
surrendered for cancellation in accordance with paragraph 7.3. Upon delivery of
the certificates (or other assets and securities) to the Corporate Secretary of
the Corporation, the Owner shall be issued an instrument of deposit
acknowledging the number of Unvested Shares (or other assets and securities)
delivered in escrow.

             7.2 RECAPITALIZATION. All regular cash dividends on the Unvested
Shares (or other securities at the time held in escrow) shall be paid directly
to the Owner and shall not be held in escrow. However, in the event of any stock
dividend, stock split, recapitalization or other change affecting the
Corporation's outstanding Common Stock as a class effected without receipt of
consideration or in the event of a Corporate Transaction, any new, substituted
or additional securities or other property which is



                                       10
<PAGE>   11

by reason of such transaction distributed with respect to the Unvested Shares
shall be immediately delivered to the Corporate Secretary to be held in escrow
under this Article VII, but only to the extent the Unvested Shares are at the
time subject to the escrow requirements of paragraph 7. 1.

             7.3 RELEASE/SURRENDER. The Unvested Shares, together with any other
assets or securities held in escrow hereunder, shall be subject to the following
terms and conditions relating to their release from escrow or their surrender to
the Corporation for repurchase and cancellation:

                    (i) Should the Corporation (or its assignees) elect to
        exercise the Repurchase Right under Article V with respect to any
        Unvested Shares, then the escrowed certificates for such Unvested Shares
        (together with any other assets or securities issued with respect
        thereto) shall be delivered to the Corporation concurrently with the
        payment to the Owner, in cash or cash equivalent (including the
        cancellation of any purchase-money indebtedness), of an amount equal to
        the aggregate Option Price for such Unvested Shares, and the Owner shall
        cease to have any further rights or claims with respect to such Unvested
        Shares (or other assets or securities attributable to such Unvested
        Shares).

                    (ii) Should the Corporation (or its assignees) elect to
        exercise its First Refusal Right under Article VI with respect to any
        vested Target Shares held at the time in escrow hereunder, then the
        escrowed certificates for such Target Shares (together with any other
        assets or securities attributable thereto) shall, concurrently with the
        payment of the paragraph 6.3 purchase price for such Target Shares to
        the Owner, be surrendered to the Corporation, and the Owner shall cease
        to have any further rights or claims with respect to such Target Shares
        (or other assets or securities).

                    (iii) Should the Corporation (or its assignees) elect not to
        exercise its First Refusal Right under Article VI with respect to any
        Target Shares held at the time in escrow hereunder, then the escrowed
        certificates for such Target Shares (together with any other assets or
        securities attributable thereto) shall be surrendered to the Owner for
        disposition in accordance with provisions of paragraph 6.4.

                    (iv) As the interest of the Optionee in the Unvested Shares
        (or any other assets or securities attributable thereto) vests in
        accordance with the provisions of Article V, the certificates for such
        vested shares (as well as all other vested assets and securities) shall
        be released from escrow and delivered to the Owner in accordance with
        the following schedule:

                         a. The initial release of vested shares (or other
             vested assets and securities) from escrow shall be effected within
             thirty (30) days following the expiration of the initial twelve
             (12)-month period measured from the Grant Date.

                         b. Subsequent releases of vested shares (or other
             vested assets and securities) from escrow shall be effected at
             semiannual intervals thereafter, with the first such semi-annual
             release to occur eighteen (18) months after the Grant Date.

                         c. Upon the Optionee's cessation of Service, any
             escrowed Purchased Shares (or other assets or securities) in which
             the Optionee is at the time vested shall be promptly released from
             escrow.

                         d. Upon any earlier termination of the Corporation's
             Repurchase Right in accordance with the applicable provisions of
             Article V, any Purchased Shares (or



                                       11
<PAGE>   12

             other assets or securities) at the time held in escrow hereunder
             shall promptly be released to the Owner as fully-vested shares or
             other property.

                    (v) All Purchased Shares (or other assets or securities)
        released from escrow in accordance with the provisions of subparagraph
        (iv) above shall nevertheless remain subject to (I) the Corporation's
        First Refusal Right under Article VI until such right lapses pursuant to
        paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4
        until such provisions terminate in accordance therewith and (III) the
        Special Purchase Right under Article VIII.

VIII. MARITAL DISSOLUTION OR LEGAL SEPARATION

             8.1 GRANT. In connection with the dissolution of the Optionee's
marriage or the legal separation of the Optioned and the Optionee's spouse, the
Corporation shall have the right (the "Special Purchase Right"), exercisable at
any time during the thirty (30)-day period following the Corporation's receipt
of the required Dissolution Notice under paragraph 8.2, to purchase from the
Optionee's spouse, in accordance with the provisions of paragraph 8.3, all or
any portion of the Purchased Shares which would otherwise be awarded to such
spouse in settlement of any community property or other marital property rights
such spouse may have in such shares.

             8.2 NOTICE OF DECREE OR AGREEMENT. The Optionee shall promptly
provide the Secretary of the Corporation with written notice (the "Dissolution
Notice") of (i) the entry of any judicial decree or order resolving the property
rights of the Optionee and the Optionee's spouse in connection with their
marital dissolution or legal separation or (ii) the execution of any contract or
agreement relating to the distribution or division of such property rights. The
Dissolution Notice shall be accompanied by a copy of the actual decree of
dissolution or settlement agreement between the Optionee and the Optionee's
spouse which provides for the award to the spouse of one or more Purchased
Shares in settlement of any community property or other marital property rights
such spouse may have in such shares.

             8.3 EXERCISE OF SPECIAL PURCHASE RIGHT. The Special Purchase Right
shall be exercisable by delivery of written notice (the "Purchase Notice") to
the Optionee and the Optionee's spouse within thirty (30) days after the
Corporation's receipt of the Dissolution Notice. The Purchase Notice shall
indicate the number of shares to be purchased by the Corporation, the date such
purchase is to be effected (such date to be not less than five (5) business
days, nor more than ten (10) business days, after the date of the Purchase
Notice), and the fair market value to be paid for such Purchased Shares. The
Optionee (or the Optionee's spouse, to the extent such spouse has physical
possession of the Purchased Shares) shall, prior to the close of business on the
date specified for the purchase, deliver to the Corporate Secretary of the
Corporation the certificates representing the shares to be purchased, each
certificate to be properly endorsed for transfer. To the extent any of the
shares to be purchased by the Corporation are at the time held in escrow under
Article VII, the certificates for such shares shall be promptly delivered out of
escrow to the Corporation. The Corporation shall, concurrently with the receipt
of the stock certificates, pay to the Optionee's spouse (in cash or cash
equivalents) an amount equal to the fair market value specified for such shares
in the Purchase Notice.

             If the Optionee's spouse does not agree with the fair market value
specified for the shares in the Purchase Notice, then the spouse shall promptly
notify the Corporation in writing of such disagreement and the fair market value
of such shares shall thereupon be determined by an appraiser of recognized
standing selected by the Corporation and the spouse. If they cannot agree on an
appraiser within twenty (20) days after the date of the Purchase Notice, each
shall select an appraiser of recognized standing, and the two appraisers shall
designate a third appraiser of recognized standing whose appraisal shall be
determinative of such value. The cost of the appraisal shall be shared equally
by the Corporation and the Optionee's spouse. The closing shall then be held on
the fifth business day following the



                                       12
<PAGE>   13

completion of such appraisal; provided, however, that if the appraised value is
more than fifteen percent (15%) greater than the fair market value specified for
the shares in the Purchase Notice, the Corporation shall have the right,
exercisable prior to the expiration of such five (5)-business-day period, to
rescind the exercise of the Special Purchase Right and thereby revoke its
election to purchase the shares awarded to the spouse.

             8.4 LAPSE. The Special Purchase Right under this Article VIII shall
lapse and cease to have effect upon the earlier to occur of (i) the first date
on which the First Refusal Right under Article VI lapses or (ii) the expiration
of the thirty (30)-day exercise period specified in paragraph 8.3, to the extent
the Special Purchase Right is not timely exercised in accordance with such
paragraph.

IX. GENERAL PROVISIONS

             9.1 ASSIGNMENT. The Corporation may assign its Repurchase Right
under Article V, its First Refusal Right under Article VI and/or its Special
Purchase Right under Article VIII to any person or entity selected by the
Corporation's Board of Directors, including (without limitation) one or more
shareholders of the Corporation.

             If the assignee of the Repurchase Right is other than a one hundred
percent (100%) owned subsidiary corporation of the Corporation or the parent
corporation owning one hundred percent (100%) of the Corporation, then such
assignee must make a cash payment to the Corporation, upon the assignment of the
Repurchase Right, in an amount equal to the excess (if any) of (i) the fair
market value of the Unvested Shares at the time subject to the assigned
Repurchase Right over (ii) the aggregate repurchase price payable for the
Unvested Shares thereunder.

             9.2 DEFINITIONS. Except as otherwise provided herein, capitalized
terms shall have the meanings assigned to them in the Plan.

             9.3 NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or
in the Plan shall confer upon the Optionee any right to continue in the Service
of the Corporation (or any parent or subsidiary corporation of the Corporation
employing or retaining Optionee) for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any parent or subsidiary corporation of the Corporation employing or
retaining Optionee) or the Optionee, which rights are hereby expressly reserved
by each, to terminate the Optionee's Service at any time for any reason
whatsoever, with or without cause.

             9.4 NOTICES. Any notice required in connection with (i) the
Repurchase Right, the Special Purchase Right or the First Refusal Right or (ii)
the disposition of any Purchased Shares covered thereby shall be given in
writing and shall be deemed effective upon personal delivery or upon deposit in
the United States mail, registered or certified, postage prepaid and addressed
to the party entitled to such notice at the address indicated below such party's
signature line on this Agreement or at such other address as such party may
designate by ten (10) days advance written notice under this paragraph 9.4 to
all other parties to this Agreement.

             9.5 NO WAIVER. The failure of the Corporation (or its assignees) in
any instance to exercise the Repurchase Right granted under Article V, or the
failure of the Corporation (or its assignees) in any instance to exercise the
First Refusal Right granted under Article VI, or the failure of the Corporation
(or its assignees) in any instance to exercise the Special Purchase Right
granted under Article VIII shall not constitute a waiver of any other repurchase
rights and/or rights of first refusal that may subsequently arise under the
provisions of this Agreement or any other agreement between the Corporation and
the Optionee or the Optionee's spouse. No waiver of any breach or condition of
this



                                       13
<PAGE>   14

Agreement shall be deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature.

             9.6 CANCELLATION OF SHARES. If the Corporation (or its assignees)
shall make available, at the time and place and in the amount and form provided
in this Agreement, the consideration for the Purchased Shares to be repurchased
in accordance with the provisions of this Agreement then from and after such
time, the person from whom such shares are to be repurchased shall no longer
have any rights as a holder of such shares (other than the right to receive
payment of such consideration in accordance with this Agreement), and such
shares shall be deemed purchased in accordance with the applicable provisions
hereof and the Corporation (or its assignees) shall be deemed the owner and
holder of such shares, whether or not the certificates therefor have been
delivered as required by this Agreement.

X. MISCELLANEOUS PROVISIONS

             10.1 OPTIONEE UNDERTAKING. Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
in its judgment deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either the Optionee or the
Purchased Shares pursuant to the express provisions of this Agreement.

             10.2 AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the express terms and provisions
of the Plan.

             10.3 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California, as such laws
are applied to contracts entered into and performed in such State without resort
to that State's conflict-of-laws rules.

             10.4 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

             10.5 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its successors
and assigns and the Optionee and the Optionee's legal representatives, heirs,
legatees, distributees, assigns and transferees by operation of law, whether or
not any such person shall have become a party to this Agreement and have agreed
in writing to join herein and be bound by the terms and conditions hereof.

             10.6 POWER OF ATTORNEY. Optionee's spouse hereby appoints Optionee
his or her true and lawful attorney in fact, for him or her and in his or her
name, place and stead, and for his or her use and benefit, to agree to any
amendment or modification of this Agreement and to execute such further
instruments and take such further actions as may reasonably be necessary to
carry out the intent of this Agreement. Optionee's spouse further gives and
grants unto Optionee as his or her attorney in fact full power and authority to
do and perform every act necessary and proper to be done in the exercise of any
of the foregoing powers as fully as he or she might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and
confirming all that Optionee shall lawfully do and cause to be done by virtue of
this power of attorney.



                                       14
<PAGE>   15

             IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.

                                       Discovery Partners International, Inc.

                                       By:
                                          --------------------------------
                                               Jack Fitzpatrick

                                       Title:  Chief Financial Officer
                                             -----------------------------

                             Address:  11149 North Torrey Pines Road
                                       -----------------------------------

                                       La Jolla, CA 92037
                                       -----------------------------------

                                       -----------------------------------
                                                    Optionee*/

                                       Signature

                                       -----------------------------------

                              Address:
                                       -----------------------------------

                                       -----------------------------------

-----------------
        // I have executed the Section 83(b) election that was attached hereto
as an Exhibit. As set forth in Article III, I understand that I, and not the
Corporation, will be responsible for completing the form and filing the election
with the appropriate office of the Federal and State tax authorities and that if
such filing is not completed within thirty (30) days after the date of this
Agreement, I will not be entitled to the tax benefits provided by Section 83(b).



                                       15
<PAGE>   16

             The undersigned spouse of Optionee has read and hereby approves the
foregoing Stock Purchase Agreement. In consideration of the Corporation's
granting the Optionee the right to acquire the Purchased Shares in accordance
with the terms of such Agreement, the undersigned hereby agrees to be
irrevocably bound by all the terms and provisions of such Agreement, including
(specifically) the right of the Corporation (or its assignees) to purchase any
and all interest or right the undersigned may otherwise have in such shares
pursuant to community property laws or other marital property rights.


                                       ------------------------------------
                                       Optionee's Spouse

                                       Signature

                                       ------------------------------------

                             Address:  ------------------------------------

                                       ------------------------------------



                                       16
<PAGE>   17

                                    EXHIBIT I

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


             FOR VALUE RECEIVED ________________ hereby sell(s), assign(s) and
transfer(s) unto DISCOVERY PARTNERS INTERNATIONAL (the "Corporation"),
_______________ (_____) shares of the Common Stock of the Corporation standing
in his\her name on the books of the Corporation represented by Certificate No.
______________ and do hereby irrevocably constitute and appoint
_______________________ as Attorney to transfer the said stock on the books of
the Corporation with full power of substitution in the premises.

Dated: _______________

                                       Signature
                                                --------------------------------


INSTRUCTION: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Corporation to exercise its
Repurchase Right set forth in the Agreement without requiring additional
signatures on the part of the Optionee.


<PAGE>   18

                                   EXHIBIT II

                           SECTION 83(b) TAX ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code,
pursuant to Treas. Reg. Section 1.83-2.

(1)     The taxpayer who performed the services is:

        Name:
        Address:
        Taxpayer Ident.  No.:

(2)     The property with respect to which the election is being made is _______
        shares of the common stock of DISCOVERY PARTNERS INTERNATIONAL, INC.

(3)     The property was issued on _______________, 19__.

(4)     The taxable year in which the election is being made is the calendar
        year 19__.

(5)     The property is subject to a repurchase right pursuant to which the
        issuer has the right to acquire the property at the original purchase
        price if for any reason taxpayer's employment with the issuer is
        terminated. The issuer's repurchase right lapses in a series of annual
        and monthly installments over a four (4) year period ending on
        _______________________.

(6)     The fair market value at the time of transfer (determined without regard
        to any restriction other than a restriction which by its terms will
        never lapse) is $____ per share.

(7)     The amount paid for such property is $____ per share.

(8)     A copy of this statement was furnished to DISCOVERY PARTNERS
        INTERNATIONAL, INC. for whom taxpayer rendered the service underlying
        the transfer of property.

(9)     This statement is executed as of:  _________________, 19__.



-----------------------------------     -----------------------------------
Spouse (if any)                         Taxpayer


<PAGE>   19

This form must be filed with the Internal Revenue Service Center with which
taxpayer files his/her Federal income tax returns. The filing must be made
within 30 days after the execution date of the Restricted Stock Issuance
Agreement.

        SPECIAL PROTECTIVE ELECTION PURSUANT TO SECTION 83(b) OF THE INTERNAL
        REVENUE CODE WITH RESPECT TO PROPERTY ACQUIRED UPON EXERCISE OF AN
        INCENTIVE STOCK OPTION

The property described in the above Section 83(b) election is comprised of
shares of common stock acquired pursuant to the exercise of an incentive stock
option under Section 422 of the Code. Accordingly, it is the intent of the
Taxpayer to utilize this election to achieve the following tax results:

             1. The purpose of this election is to have the alternative minimum
taxable income attributable to the purchased shares measured by the amount by
which the fair market value of such shares at the time of their transfer to the
Taxpayer exceeds the purchase price paid for the shares. In the absence of this
election, such alternative minimum taxable income would be measured by the
spread between the fair market value of the purchased shares and the purchase
price which exists on the various lapse dates in effect for the forfeiture
restrictions applicable to such shares. The election is to be effective to the
full extent permitted under the Internal Revenue Code.

             2. Section 42 1 (a)(1) of the Code expressly excludes from income
any excess of the fair market value of the purchased shares over the amount paid
for such shares. Accordingly, this election is also intended to be effective in
the event there is a "disqualifying disposition" of the shares, within the
meaning of Section 421(b) of the Code, which would otherwise render the
provisions of Section 83(a) of the Code applicable at that time. Consequently,
the Taxpayer hereby elects to have the amount of disqualifying disposition
income measured by the excess of the fair market value of the purchased shares
on the date of transfer to the Taxpayer over the amount paid for such shares.
Since Section 421(a) presently applies to the shares which are the subject of
this Section 83(b) election, no taxable income is actually recognized for
regular tax purposes at this time, and no income taxes are payable, by the
Taxpayer as a result of this election.

This form should be filed with the Internal Revenue Service Center with which
taxpayer files his/her Federal income tax returns. The filing must be made
within 30 days after the execution date of the Stock Purchase Agreement.

        NOTE: PAGE 2 SHOULD BE ATTACHED ONLY IF YOU ARE EXERCISING AN INCENTIVE
STOCK OPTION.


                                  Exhibit II-2