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                                                                   EXHIBIT 10.11

                                                                    CONFIDENTIAL

                        BIONUMERIK PHARMACEUTICALS, INC.

                             1993 STOCK OPTION PLAN

                  1. Purposes of the Plan. The purposes of this Stock Option
         Plan are to attract and retain the best available personnel for
         positions of substantial responsibility, to provide additional
         incentive to Employees and Consultants of the Company and its
         Subsidiaries and to promote the success of the Company's business.
         Options granted under this Plan may be incentive stock options (as
         defined under Section 422 of the Code) or nonqualified stock options,
         as determined by the Administrator at the time of grant of an option
         and subject to the applicable provisions of Section 422 of the Code, as
         amended, and the regulations promulgated thereunder.

                  2. Definitions. As used herein, the following definitions
         shall apply:

                  (a) "Administrator" means the Board or any of its Committees,
         as applicable, that is administering the Plan pursuant to Section 4 of
         the Plan.

                  (b) "Board" means the Board of Directors of the Company.

                  (c) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (d) "Committee" means the Committee appointed by the Board of
         Directors in accordance with paragraph (a) of Section 4 of the Plan.

                  (e) "Company" means BioNumerik Pharmaceuticals, Inc., a Texas
         corporation.

                  (f) "Consultant" means any consultant or advisor to the
         Company or any Parent or Subsidiary and any director of the Company
         whether compensated for such services or not, provided that if and in
         the event the Company registers any class of any equity security
         pursuant to the Exchange Act, the term Consultant shall thereafter not
         include directors who are not compensated for their services or are
         paid only a director's fee by the Company.

                  (g) "Continuous Status as an Employee" means the absence of
         any interruption or termination of the employment relationship by the
         Company or any Subsidiary. Continuous Status as an Employee shall not
         be considered interrupted in the case of (i) any leave of absence
         approved by the Board, including sick leave, military leave, or any
         other personal leave; provided, however, that for purposes of Incentive
         Stock Options, such leave is for a period of not more than ninety (90)
         days, unless reemployment upon the expiration of such leave is
         guaranteed by contract or statute, or unless provided otherwise
         pursuant to Company policy adopted from time to time; or (ii) in the
         case of transfers between locations of the Company or between the
         Company, its Subsidiaries or its successor.



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                  (h) "Employee" means any person, including officers and
         directors, employed by the Company or any Parent or Subsidiary of the
         Company. The payment of a director's fee by the Company shall not be
         sufficient to constitute "employment" by the Company.

                  (i) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended.

                  (j) "Fair Market Value" means, as of any date, the value of
         Stock determined as follows:

                           (i) If the Stock is listed on any established stock
                  exchange or a national market system including without
                  limitation the National Market System of the National
                  Association of Securities Dealers, Inc. Automated Quotation
                  ("NASDAQ") System, its Fair Market Value shall be the closing
                  sales price for such stock (or the closing bid, if no sales
                  were reported, as quoted on such system or exchange or the
                  exchange with the greatest volume of trading in Stock for the
                  last market trading day prior to the time of determination) as
                  reported in the Wall Street Journal or such other source as
                  the Administrator deems reliable;

                           (ii) If the Stock is quoted on the NASDAQ System (but
                  not on the National Market System thereof) or regularly quoted
                  by a recognized securities dealer but selling prices are not
                  reported, its Fair Market Value shall be the mean between the
                  high and low asked prices for the Stock; or

                           (iii) In the absence of an established market for the
                  Stock, the Fair Market Value thereof shall be determined in
                  good faith by the Administrator.

                  (k) "Incentive Stock Option" means an Option intended to
         qualify as an incentive stock option within the meaning of Section 422
         of the Code.

                  (1) "Nonqualified Stock Option" means an Option not intended
         to qualify as an Incentive Stock Option.

                  (m) "Option" means a stock option granted pursuant to the
         Plan.


                  (n) "Optioned Stock" means the Stock subject to an Option.

                  (o) "Optionee" means an Employee or Consultant who receives an
         Option.

                  (p) "Parent" means a "parent corporation," whether now or
         hereafter existing, as defined in Section 424(e) of the Code.

                  (q) "Plan" means this 1993 Stock Option Plan, as amended and
         restated.

                  (r) "Share" means a share of the Stock, as adjusted in
         accordance with Section 12 of the Plan.



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                  (s) "Stock" means the Common Stock, par value $0.01 per share,
         of the Company.

                  (t) "Subsidiary" means a "subsidiary corporation," whether now
         or hereafter existing, as defined in Section 424(f) of the Code.

                  3. Stock Subject to the Plan. Subject to the provisions of
         Section 12 of the Plan, the maximum number of shares of Stock which may
         be optioned and sold under the Plan is 2,000,000 shares. The shares may
         be authorized, but unissued, or reacquired Stock.

         If an Option should expire or become unexercisable for any reason
         without having been exercised in full, the unpurchased Shares which
         were subject thereto shall, unless the Plan shall have been terminated,
         become available for future grant under the Plan.

                  4. Administration of the Plan.

                  (a) Procedure.

                           (i) Administration With Respect to Directors and
                  Officers. With respect to grants of Options to Employees who
                  are also officers or directors of the Company, the Plan shall
                  be administered by (A) the Board or (B) a Committee designated
                  by the Board to administer the Plan, which Committee shall be
                  constituted in such a manner as to permit the Plan to comply
                  with Rule 16b-3 promulgated under the Exchange Act or any
                  successor thereto ("Rule 16b-3") with respect to a plan
                  intended to qualify thereunder as a discretionary plan. Once
                  appointed, such Committee shall continue to serve in its
                  designated capacity until otherwise directed by the Board.
                  From time to time the Board may increase the size of the
                  Committee and appoint additional members thereof, remove
                  members (with or without cause) and appoint new members in
                  substitution therefor, fill vacancies, however caused, and
                  remove all members of the Committee and thereafter directly
                  administer the Plan, all to the extent permitted by Rule 16b-3
                  with respect to a plan intended to qualify thereunder as a
                  discretionary plan. Notwithstanding the foregoing, the Plan
                  shall not be administered by the Board if (a) the Company and
                  its officers and directors are then subject to the
                  requirements of Section 16 of the Exchange Act and (b) the
                  Board's administration of the Plan would prevent the Plan from
                  complying with Rule 16b-3.

                           (ii) Multiple Administrative Bodies. If permitted by
                  Rule 16b-3, the Plan may be administered by different bodies
                  with respect to directors, nondirector officers and Employees
                  who are neither directors nor officers.

                           (iii) Administration With Respect to Consultants and
                  Other Employees. With respect to grants of Options to
                  Employees or Consultants who are neither directors nor
                  officers of the Company, the Plan shall be administered by (A)
                  the Board or (B) a Committee designated by the Board, which
                  Committee shall be constituted in such a manner as to satisfy
                  the legal requirements relating to the

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                  administration of incentive stock option plans, if any, of
                  corporate and securities laws applicable to the Company and of
                  the Code (the "Applicable Laws"). Once appointed, such
                  Committee shall continue to serve in its designated capacity
                  until otherwise directed by the Board. From time to time the
                  Board may increase the size of the Committee and appoint
                  additional members thereof, remove members (with or without
                  cause) and appoint new members in substitution therefor, fill
                  vacancies, however caused, and remove all members of the
                  Committee and thereafter directly administer the Plan, all to
                  the extent permitted by the Applicable Laws.

                  (b) Powers of the Administrator. Subject to the provisions of
         the Plan and in the case of a Committee, the specific duties delegated
         by the Board to such Committee, the Administrator shall have the
         authority, in its discretion:

                           (i) to determine the Fair Market Value of the Stock,
                  in accordance with Section 2(j) of the Plan;

                           (ii) to select the officers, Consultants and
                  Employees to whom Options may from time to time be granted
                  hereunder;

                           (iii) to determine whether and to what extent Options
                  are granted hereunder;

                           (iv) to determine the number of shares of Stock to be
                  covered by each such award granted hereunder;

                           (v) to approve forms of agreement for use under the
                  Plan;

                           (vi) to determine the terms and conditions, not
                  inconsistent with the terms of the Plan, of any award granted
                  hereunder (including, but not limited to, the per share
                  exercise price for the Shares to be issued pursuant to the
                  exercise of an Option and any restriction or limitation, or
                  any vesting acceleration or waiver of forfeiture restrictions
                  regarding any Option or other award and/or the shares of Stock
                  relating thereto, based in each case on such factors as the
                  Administrator shall determine, in its sole discretion);

                           (vii) to determine whether and under what
                  circumstances an Option may be bought-out for cash under
                  subsection 9(f);

                           (viii) to determine whether, to what extent and under
                  what circumstances Stock and other amounts payable with
                  respect to an award under this Plan shall be deferred either
                  automatically or at the election of the participant (including
                  providing for and determining the amount during any deferral
                  period); and


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                           (ix) to reduce the exercise price of any Option to
                  the then current Fair Market Value if the Fair Market Value of
                  the Stock covered by such Option shall have declined since the
                  date the Option was granted.

                  (c) Effect of Committee's Decision. All decisions,
         determinations and interpretations of the Administrator shall be final
         and binding on all Optionees and any other holders of any Options.
         Neither the Committee nor any member thereof shall be liable for any
         act, omission, interpretation, construction or determination made in
         connection with the Plan in good faith, and the members of the
         Committee shall be entitled to indemnification and reimbursement by the
         Company in respect of any claim, loss, damage or expense (including
         counsel fees) arising therefrom to the full extent permitted by law.

                  5. Eligibility.

                           (a) Nonqualified Stock Options may be granted to
                  Employees and Consultants. Incentive Stock Options may be
                  granted only to Employees. An Employee or Consultant who has
                  been granted an Option may, if he is otherwise eligible, be
                  granted an additional Option or Options.

                           (b) Each Option shall be designated in the written
                  option agreement as either an Incentive Stock Option or a
                  Nonqualified Stock Option. However, notwithstanding such
                  designations, to the extent that the aggregate Fair Market
                  Value of the Shares with respect to which Options designated
                  as Incentive Stock Options are exercisable for the first time
                  by any Optionee during any calendar year (under all plans of
                  the Company or any Parent or Subsidiary) exceeds $100,000,
                  such excess Options shall be treated as Nonqualified Stock
                  Options.

                           (c) For purposes of Section 5(b), Incentive Stock
                  Options shall be taken into account in the order in which they
                  were granted, and the Fair Market Value of the Shares shall be
                  determined as of the time the Option with respect to such
                  Shares is granted.

                           (d) The Plan shall not confer upon any Optionee any
                  right with respect to continuation of employment or consulting
                  relationship with the Company, nor shall it interfere in any
                  way with his right or the Company's right to terminate his
                  employment or consulting relationship at any time, with or
                  without cause, unless otherwise agreed in writing by the
                  Company and such Optionee.

                  6. Term of Plan. The Plan shall become effective upon its
         adoption by the Board of Directors. It shall continue in effect until
         September 10, 2003 unless extended by the Board or sooner terminated
         under Section 14 of the Plan. No grants of Options will be made
         pursuant to the Plan after September 10, 2003.


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                  7. Term of Option. The term of each Option shall be the term
         stated in the Option Agreement; provided, however, that in the case of
         an Incentive Stock Option, the term shall be no more than ten (10)
         years from the date of grant thereof or such shorter term as may be
         provided in the Option Agreement. However, in the case of an Incentive
         Stock Option granted to an Optionee who, at the time the Option is
         granted, owns Stock representing more than ten percent (10%) of the
         voting power of all classes of stock of the Company or any Parent or
         Subsidiary, the term of the Option shall be five (5) years from the
         date of grant thereof or such shorter term as may be provided in the
         Option Agreement.

                  8. Option Exercise Price and Consideration.

                           (a) The per share exercise price for the Shares to be
         issued pursuant to exercise of an Option shall be such price as is
         determined by the Administrator, but shall be subject to the following:

                           In the case of an Incentive Stock Option

                                    (i) granted to an Employee who, at the time
                           of the grant of such Incentive Stock Option, owns
                           stock representing more than ten percent (10%) of the
                           voting power of all classes of stock of the Company
                           or any Parent or Subsidiary, the per Share exercise
                           price shall be no less than 110% of the Fair Market
                           Value per Share on the date of grant.

                                    (ii) granted to any Employee, the per Share
                           exercise price shall be no less than 100% of the Fair
                           Market Value per Share on the date of grant.

                  (b) The consideration to be paid for the Shares to be issued
         upon exercise of an Option, including the method of payment, shall be
         determined by the Administrator (and, in the case of an Incentive Stock
         Option, shall be determined at the time of grant) and may consist
         entirely of (1) cash, (2) check, (3) promissory note, (4) other shares
         of the Company's capital stock which (x) in the case of shares of the
         Company's capital stock acquired upon exercise of an Option either have
         been owned by the Optionee for more than six months on the date of
         surrender or were not acquired, directly or indirectly, from the
         Company, and (y) have a Fair Market Value on the date of surrender
         equal to the aggregate exercise price of the Shares as to which said
         Option shall be exercised, (5) authorization from the Company to retain
         from the total number of Shares as to which the Option is exercised
         that number of Shares having a Fair Market Value on the date of
         exercise equal to the exercise price for the total number of Shares as
         to which the Option is exercised, (6) delivery of a properly executed
         exercise notice together with irrevocable instructions to a broker to
         promptly deliver to the Company the amount of sale or loan proceeds
         required to pay the exercise price, (7) by delivering an irrevocable
         subscription agreement for the Shares which irrevocably obligates the
         option holder to take and pay for the Shares not more than twelve
         months after the date of delivery of the subscription agreement, (8)
         any combination of the foregoing methods of payment, (9) or such other





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         consideration and method of payment for the issuance of Shares to the
         extent permitted under applicable laws.

                  9. Exercise of Option.

                  (a) Procedure for Exercise: Rights as a Stockholder. Any
         Option granted hereunder shall be exercisable at such times and under
         such conditions as determined by the Administrator, including
         performance criteria with respect to the Company and/or the Optionee,
         and as shall be permissible under the terms of the Plan. An Option may
         not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised, and the Optionee
         deemed to be a stockholder of the Shares being purchased upon exercise,
         when written notice of such exercise has been given to the Company in
         accordance with the terms of the Option by the person entitled to
         exercise the Option and full payment for the Shares with respect to
         which the Option is exercised has been received by the Company. Full
         payment may, as authorized by the Board, consist of any consideration
         and method of payment allowable under Section 8(b) of the Plan.

                  Exercise of an Option in any manner shall result in a decrease
         in the number of Shares which thereafter may be available, both for
         purposes of the Plan and for sale under the Option, by the number of
         Shares as to which the Option is exercised.

                  (b) Termination of Employment. In the event of termination of
         an Optionee's relationship as a Consultant (unless such termination is
         for purposes of becoming an Employee of the Company) or Continuous
         Status as an Employee with the Company (as the case may be), such
         Optionee may, but only within ninety (90) days (or such other period of
         time as is determined by the Board, with such determination in the case
         of an Incentive Stock Option being made at the time of grant of the
         Option and not exceeding ninety (90) days) after the date of such
         termination (but in no event later than the expiration date of the term
         of such Option as set forth in the Option Agreement), exercise his
         Option to the extent that Optionee was entitled to exercise it at the
         date of such termination. To the extent that Optionee was not entitled
         to exercise the Option at the date of such termination, or if Optionee
         does not exercise such Option to the extent so entitled within the time
         specified herein, the Option shall terminate.

                  (c) Disability of Optionee. Notwithstanding the provisions of
         Section 9(b) above, in the event of termination of an Optionee's
         relationship as a Consultant or Continuous Status as an Employee as a
         result of his total and permanent disability (as defined in Section
         22(e)(3) of the Code), Optionee may, but only within twelve (12) months
         from the date of such termination (but in no event later than the
         expiration date of the term of such Option as set forth in the Option
         Agreement), exercise the Option to the extent otherwise entitled to
         exercise it at the date of such termination. To the extent that
         Optionee was not entitled to exercise the Option at the date of
         termination, or if Optionee does not exercise such Option to the extent
         so entitled within the time specified herein, the Option shall
         terminate.



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                  (d) Death of Optionee. In the event of the death of an
         Optionee, the Option may be exercised, at any time within twelve (12)
         months following the date of death (but in no event later than the
         expiration date of the term of such Option as set forth in the Option
         Agreement), by the Optionee's estate or by a person who acquired the
         right to exercise the Option by bequest or inheritance, but only to the
         extent the Optionee was entitled to exercise the Option at the date of
         death. To the extent that Optionee was not entitled to exercise the
         Option at the date of death, or if the Optionee's estate (or such other
         person who acquired the right to exercise the Option) does not exercise
         such Option to the extent so entitled within the time specified herein,
         the Option shall terminate.

                  (e) Rule 16b-3. Options granted to persons subject to Section
         16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain
         such additional conditions or restrictions as may be required
         thereunder to qualify for the maximum exemption from Section 16 of the
         Exchange Act with respect to Plan transactions.

                  (f) Buyout Provisions. The Administrator may at any time offer
         to buy out for a payment in cash or Shares, an Option previously
         granted, based on such terms and conditions as the Administrator shall
         establish and communicate to the Optionee at the time that such offer
         is made.

                  10. Non-Transferability of Options. Unless determined
         otherwise by the Administrator, an Option may not be sold, pledged,
         assigned, hypothecated, transferred, or disposed of in any manner other
         than by will or by the laws of descent or distribution and may be
         exercised, during the lifetime of the Optionee, only by the Optionee.
         If the Administrator makes an Option transferable, such Option shall
         contain such additional terms and conditions as the Administrator deems
         appropriate.

                  11. Stock Withholding to Satisfy Withholding Tax Obligations.
         At the discretion of the Administrator, Optionees may satisfy
         withholding obligations as provided in this paragraph. When an Optionee
         incurs tax liability in connection with an Option, which tax liability
         is subject to tax withholding under applicable tax laws, and the
         Optionee is obligated to pay the Company an amount required to be
         withheld under applicable tax laws, the Optionee may satisfy the
         withholding tax obligation by electing to have the Company withhold
         from the Shares to be issued upon exercise of the Option, that number
         of Shares having a Fair Market Value equal to the amount required to be
         withheld. The Fair Market Value of the Shares to be withheld shall be
         determined on the date that the amount of tax to be withheld is to be
         determined (the "Tax Date").

                  All elections by an Optionee to have Shares withheld for this
         purpose shall be made in writing in a form acceptable to the
         Administrator and shall be subject to the following restrictions:

                  (a) the election must be made on or prior to the applicable
         Tax Date;

                  (b) once made, the election shall be irrevocable as to the
         particular Shares of the Option or Right as to which the election is
         made;



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                  (c) all elections shall be subject to the consent or
         disapproval of the Administrator; and

                  (d) if the Optionee is subject to Rule 16b-3, the election
         must comply with the applicable provisions of Rule 16b-3 and shall be
         subject to such additional conditions or restrictions as may be
         required thereunder to qualify for the maximum exemption from Section
         16 of the Exchange Act with respect to Plan transactions.

               In the event the election to have Shares withheld is made by an
         Optionee and the Tax Date is deferred under Section 83 of the Code
         because no election is filed under Section 83(b) of the Code, the
         Optionee shall receive the full number of Shares with respect to which
         the Option is exercised but such Optionee shall be unconditionally
         obligated to tender back to the Company the proper number of Shares on
         the Tax Date.

                  12. Adjustments Upon Changes in Capitalization, Merger or
Change in Control.

                  (a) Subject to any required action by the stockholders of the
         Company, the number of Shares covered by each outstanding Option, and
         the number of Shares which have been authorized for issuance under the
         Plan but as to which no Options have yet been granted or which have
         been returned to the Plan upon cancellation or expiration of an Option,
         as well as the price per share of Stock covered by each such
         outstanding Option, shall be proportionately adjusted for any increase
         or decrease in the number of issued shares of Stock (or Common Stock
         into which the Common Stock may be convertible) resulting from a stock
         split, reverse stock split, stock dividend, combination or
         reclassification of the Stock, or any other increase or decrease in the
         number of issued shares of Stock effected without receipt of
         consideration by the Company; provided, however, that conversion of any
         convertible securities of the Company shall not be deemed to have been
         "effected without receipt of consideration." Such adjustment shall be
         made by the Administrator, whose determination in that respect shall be
         final, binding and conclusive. Except as expressly provided herein, no
         issuance by the Company of shares of stock of any class, or securities
         convertible into shares of stock of any class, shall affect, and no
         adjustment by reason thereof shall be made with respect to, the number
         or price of shares of Stock subject to an Option.

                  (b) In the event of the proposed dissolution or liquidation of
         the Company, the Board shall notify the Optionee at least fifteen (15)
         days prior to such proposed action. To the extent it has not been
         previously exercised, the Option will terminate immediately prior to
         the consummation of such proposed action. In the event of a merger or
         consolidation of the Company with or into another entity or another
         transaction pursuant to which all or substantially all of the assets of
         the Company are conveyed to another entity, the Option shall be assumed
         or an equivalent option shall be substituted by such successor entity
         or a parent or subsidiary of such successor entity. In the event that
         such successor entity does not agree to assume the Option or to
         substitute an equivalent option, the Administrator shall, in lieu of
         such assumption or substitution, provide for the Optionee to have the
         right to exercise the Option as to all of the Optioned Stock,




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         including Shares as to which the Option would not otherwise be
         exercisable. If the Administrator makes an Option fully exercisable in
         lieu of assumption or substitution in the event of a merger,
         consolidation or other transaction covered by this paragraph, the
         Administrator shall notify the Optionee that the Option shall be fully
         exercisable for a period of fifteen (15) days from the date of such
         notice, and the Option will terminate upon the expiration of such
         period.

                  (c) If the employment of any Optionee that is an Employee is
         terminated by the Company other than for Cause (as defined in
         subsection (d) below) within one year following a change in control (as
         defined below), then all outstanding Options held by such Optionee on
         the date of such termination shall automatically become 100% vested and
         fully exercisable. For this purpose, a "change in control" means the
         occurrence of any of the following after April 14, 1998:

                           (i) The acquisition by any person of direct or
         indirect beneficial ownership of the Company's outstanding voting
         securities in an amount sufficient to elect a majority of the Company's
         Board of Directors. For purposes of this subsection (c), the term
         "person" means any group, corporation, partnership, association, trust
         (other than any trust holding stock for the account of Employees of the
         Company pursuant to any stock purchase, ownership or employee benefit
         plan of the Company), business entity, estate, or natural person, and
         "beneficial ownership" means the direct or indirect power to vote or to
         direct the voting of the security or the direct or indirect power to
         dispose or direct the disposition of the security.

                           (ii) Completion of a tender offer or exchange offer
         for and acquisition of 50% or more of the voting securities of the
         Company that is required to be reported by the offeror to the
         Securities and Exchange Commission pursuant to Section 14(d) of the
         Exchange Act and the regulations promulgated thereunder.

                           (iii) The merger or consolidation of the Company with
         or into another entity in a transaction in which the shareholders of
         the Company immediately prior to such transaction do not own more than
         50% of the voting securities of the surviving entity immediately
         following such transaction.

                           (iv) The sale or transfer of all or substantially all
         of the assets of the Company, other than to a wholly-owned subsidiary
         of the Company.

                  (d) For purposes of subsection (c) above, "Cause" shall be
         deemed to exist if:

                           (i) Optionee (A) has intentionally failed or refused
         or habitually has neglected to carry out or to perform the reasonable
         duties required of Optionee as an employee of the Company, after
         written notice from the Company of such failure, refusal, neglect or
         breach and the expiration of ten (10) business days following the
         delivery of such notice during which such failure, refusal, neglect or
         breach has remained unremedied, or (B) has intentionally breached any
         statutory or common law duty of loyalty to the Company;


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                           (ii) Optionee has been indicted on felony charges or
         convicted of fraud, embezzlement or any crime involving moral
         turpitude, unless the Board determines in good faith that such
         indictment or conviction is unlikely to have a material adverse effect
         on the Company's business or reputation;

                           (iii) Optionee dies or becomes subject to a mental or
         physical condition that the Company, acting in good faith and upon
         reasonable grounds, determines will render Optionee unable to perform
         the essential functions of the job for which Optionee is employed
         (whether with or without reasonable accommodation on the part of the
         Company); or

                           (iv) Optionee materially breaches any confidentiality
         or noncompetition agreement between Optionee and the Company.

                  13. Time of Granting Options. The date of grant of an Option
         shall, for all purposes, be the date on which the Administrator makes
         the determination granting such Option, or such other date as is
         determined by the Administrator. Notice of the determination shall be
         given to each Employee or Consultant to whom an Option is so granted
         within a reasonable time after the date of such grant.

                  14. Amendment and Termination of the Plan.

                  (a) Amendment and Termination. The Board may at any time
         amend, alter, suspend or discontinue the Plan, but no amendment,
         alteration, suspension or discontinuation shall be made which would
         impair the rights of any Optionee under any grant theretofore made,
         without his or her consent. In addition, to the extent necessary and
         desirable to comply with Rule 16b-3 under the Exchange Act or with
         Section 422 of the Code (or any other applicable law or regulation,
         including the applicable requirements of the NASD or an established
         stock exchange), the Company shall obtain stockholder approval of any
         Plan amendment in such a manner and to such a degree as required.

                  (b) Effect of Amendment or Termination. Any such amendment or
         termination of the Plan shall not affect Options already granted and
         such Options shall remain in full force and effect as if this Plan had
         not been amended or terminated, unless mutually agreed otherwise
         between the Optionee and the Board, which agreement must be in writing
         and signed by the Optionee and the Company.

                  15. Conditions Upon Issuance of Shares. Shares shall not be
         issued pursuant to the exercise of an Option unless the exercise of
         such Option and the issuance and delivery of such Shares pursuant
         thereto shall comply with all relevant provisions of law, including,
         without limitation, the Securities Act of 1933, as amended, the
         Exchange Act, the rules and regulations promulgated thereunder, and the
         requirements of any stock exchange upon which the Shares may then be
         listed, and shall be further subject to the approval of counsel for the
         Company with respect to such compliance.



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                  As a condition to the exercise of an Option, the Company may
         require the person exercising such Option to represent and warrant at
         the time of any such exercise that the Shares are being purchased only
         for investment and without any present intention to sell or distribute
         such Shares if, in the opinion of counsel for the Company, such a
         representation is required by any of the aforementioned relevant
         provisions of law.

                  16. Reservation of Shares. The Company, during the term of
         this Plan, will at all times reserve and keep available such number of
         Shares as shall be sufficient to satisfy the requirements of the Plan.

                  The inability of the Company to obtain authority from any
         regulatory body having jurisdiction, which authority is deemed by the
         Company's counsel to be necessary to the lawful issuance and sale of
         any Shares hereunder, shall relieve the Company of any liability in
         respect of the failure to issue or sell such Shares as to which such
         requisite authority shall not have been obtained.

                  17. Agreements. Options shall be evidenced by written
         agreements in such form as the applicable Administrator shall approve
         from time to time.

                  18. Information to Optionees. The Company shall provide to
         each Optionee, during the period for which such Optionee has one or
         more Options outstanding, copies of all annual reports and other
         information which are generally provided to all stockholders of the
         Company. The Company shall not be required to provide such information
         to persons whose duties in connection with the Company assure their
         access to equivalent information.

                  19. Governing Law: Construction. All rights and obligations
         under the Plan shall be governed by, and the Plan shall be construed in
         accordance with, the laws of the State of Texas without regard to the
         principles of conflicts of laws. Titles and headings to Sections herein
         are for purposes of reference only, and shall in no way limit, define
         or otherwise affect the meaning or interpretation of any provisions of
         the Plan.



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