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                          ISOTOPE SOLUTIONS GROUP, INC.

                          2000 LONG-TERM INCENTIVE PLAN
                          -----------------------------

         1. PURPOSE. The purpose of the 2000 Long-Term Incentive Plan (the
"Plan") is to further and promote the interests of Isotope Solutions Group, Inc.
(the "Company"), its Subsidiaries and its shareholders by enabling the Company
and its Subsidiaries to attract, retain and motivate employees and consultants
or those who will become employees or consultants, and to align the interests of
those individuals and the Company's shareholders. To do this, the Plan offers
stock options providing such employees and consultants with a proprietary
interest in maximizing the growth, profitability and overall success of the
Company and its Subsidiaries.

         2. DEFINITIONS. For purposes of the Plan, the following terms shall
have the meanings set forth below:

                  2.1 "AWARD" means an award or grant made to a Participant
under Section 6 of the Plan.

                  2.2 "AWARD AGREEMENT" means the agreement executed by a
Participant pursuant to Sections 3.2 and 17.7 of the Plan in connection with the
granting of an Award.

                  2.2 "BOARD" means the Board of Directors of the Company, as
constituted from time to time.

                  2.3 "CODE" means the Internal Revenue Code of 1986, as in
effect and as amended from time to time, or any successor statute thereto,
together with any rules, regulations and interpretations promulgated thereunder
or with respect thereto.

                  2.4 "COMMITTEE" means the committee of the Board established
to administer the Plan, as described in Section 3 of the Plan.

                  2.5 "COMMON STOCK" means the Common Stock, par value $.001 per
share, of the Company or any security of the Company issued by the Company in
substitution or exchange therefor.

                  2.6 "COMPANY" means Isotope Solutions Group, Inc., a New York
corporation, or any successor corporation to Isotope Solutions Group, Inc.

                  2.7 "DISABILITY" means disability as defined in the
Participant's then effective employment agreement, or if the participant is not
then a party to an effective employment agreement with the Company which defines
disability, "Disability" means disability as determined by the Committee in
accordance with standards and procedures similar to those under the Company's
long-term disability plan, if any. Subject to the first sentence of




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this Section 2.7, at any time that the Company does not maintain a long-term
disability plan, "Disability" shall mean any physical or mental disability
which is determined to be total and permanent by a physician selected in good
faith by the Company.

                  2.8 "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as in effect and as amended from time to time, or any successor statute thereto,
together with any rules, regulations and interpretations promulgated thereunder
or with respect thereto.

                  2.9 "FAIR MARKET VALUE" means on, or with respect to, any
given date(s), the average of the highest and lowest market prices of the Common
Stock, as reported on the OTB Bulletin Board or other exchange or market for
such date(s) or, if the Common Stock was not traded on such date(s), on the next
preceding day or days on which the Common Stock was traded. If at any time the
Common Stock is not traded on such exchange, the Fair Market Value of a share of
the Common Stock shall be determined in good faith by the Board.

                  2.10 "INCENTIVE STOCK OPTION" means any stock option granted
pursuant to the provisions of Section 6 of the Plan (and the relevant Award
Agreement) that is intended to be (and is specifically designated as) an
"incentive stock option" within the meaning of Section 422 of the Code.

                  2.11 "NON-QUALIFIED STOCK OPTION" means any stock option
granted pursuant to the provisions of Section 6 of the Plan (and the relevant
Award Agreement) that is not (and is specifically designated as not being) an
Incentive Stock Option.

                  2.12 "PARTICIPANT" means any individual who is selected from
time to time under Section 5 to receive an Award under the Plan.

                  2.13 "PLAN" means the Isotope Solutions Group, Inc. 2000
Long-Term Incentive Plan, as set forth herein and as in effect and as amended
from time to time (together with any rules and regulations promulgated by the
Committee with respect thereto).

                  2.14 "RETIREMENT" means the voluntary retirement by the
Participant from active employment with the Company and its Subsidiaries on or
after the attainment of (i) age 65, or (ii) 60, with the consent of the Board.

                  2.15 "SUBSIDIARY(IES)" means any corporation (other than the
Company) in an unbroken chain of corporations, including and beginning with the
Company, if each of such corporations, other than the last corporation in the
unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of
the voting stock in one of the other corporations in such chain.

          3.       ADMINISTRATION.

                  3.1 THE COMMITTEE. The Plan shall be administered by the Board
or the Committee. The Committee shall be appointed from time to time by the
Board and shall be comprised of not less than two (2) of the then members of the
Board who are Non-Employee



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Directors (within the meaning of SEC Rule 16b-3(b)(3)) of the Company.
Consistent with the Bylaws of the Company, members of the Committee shall serve
at the pleasure of the Board and the Board, subject to the immediately preceding
sentence, may at any time and from time to time remove members from, or add
members to, the Committee.

                  3.2 PLAN ADMINISTRATION AND PLAN RULES. The Board or the
Committee is authorized to construe and interpret the Plan and to promulgate,
amend and rescind rules and regulations relating to the implementation,
administration and maintenance of the Plan. Subject to the terms and conditions
of the Plan, the Board or the Committee shall make all determinations necessary
or advisable for the implementation, administration and maintenance of the Plan
including, without limitation, (a) selecting the Plan's Participants, (b) making
Awards in such amounts and form as the Board or the Committee shall determine,
(c) imposing such restrictions, terms and conditions upon such Awards as the
Board or the Committee shall deem appropriate, and (d) correcting any technical
defect(s) or technical omission(s), or reconciling any technical
inconsistency(ies), in the Plan and/or any Award Agreement. The Committee may
designate persons other than members of the Board or the Committee to carry out
the day-to-day ministerial administration of the Plan under such conditions and
limitations as it may prescribe, except that the Board or the Committee shall
not delegate its authority with regard to the selection for participation in the
Plan and/or the granting of any Awards to Participants. The Board or the
Committee's determinations under the Plan need not be uniform and may be made
selectively among Participants, whether or not such Participants are similarly
situated. Any determination, decision or action of the Board or the Committee in
connection with the construction, interpretation, administration, implementation
or maintenance of the Plan shall be final, conclusive and binding upon all
Participants and any person(s) claiming under or through any Participants. The
Company shall effect the granting of Awards under the Plan, in accordance with
the determinations made by the Board or the Committee, by execution of written
agreements and/or other instruments in such form as is approved by the Board or
the Committee.

                  3.3 LIABILITY LIMITATION. Neither the Board nor the Committee,
nor any member of either, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan (or
any Award Agreement), and the members of the Board and the Committee shall be
entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, attorneys' fees)
arising or resulting therefrom to the fullest extent permitted by law and/or
under any directors and officers liability insurance coverage which may be in
effect from time to time.

          4.      TERM OF PLAN/COMMON STOCK SUBJECT TO PLAN.

                  4.1 TERM. The Plan shall terminate on December 31, 2010,
except with respect to Awards then outstanding. After such date no further
Awards shall be granted under the Plan.

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                  4.2 COMMON STOCK. The maximum number of shares of Common Stock
in respect of which Awards may be granted or paid out under the Plan, subject to
adjustment as provided in Section 10.2 of the Plan, shall not exceed 2,500,000
shares. In the event of a change in the Common Stock of the Company that is
limited to a change in the designation thereof to "Capital Stock" or other
similar designation, or to a change in the par value thereof, or from par value
to no par value, without increase or decrease in the number of issued shares,
the shares resulting from any such change shall be deemed to be the Common Stock
for purposes of the Plan. Common Stock which may be issued under the Plan may be
either authorized and unissued shares or issued shares which have been
reacquired by the Company (in the open-market or in private transactions) and
which are being held as treasury shares. No fractional shares of Common Stock
shall be issued under the Plan.

                  4.3 COMPUTATION OF AVAILABLE SHARES. For the purpose of
computing the total number of shares of Common Stock available for Awards under
the Plan, there shall be counted against the limitations set forth in Section
4.2 of the Plan the maximum number of shares of Common Stock potentially subject
to issuance upon exercise or settlement of Awards granted under Section 6 of the
Plan, in each case determined as of the date on which such Awards are granted.
If any Awards expire unexercised or are forfeited, surrendered, cancelled,
terminated or settled in cash in lieu of Common Stock, the shares of Common
Stock which were theretofore subject (or potentially subject) to such Awards
shall again be available for Awards under the Plan to the extent of such
expiration, forfeiture, surrender, cancellation, termination or settlement of
such Awards.

         5. ELIGIBILITY. Individuals eligible for Awards under the Plan shall
consist of all employees, directors, advisory board members and consultants, or
those who will become such employees , directors, advisory board members or
consultants, of the Company and/or its Subsidiaries who are responsible for or
contribute to the management, growth and protection of the business of the
Company and/or its Subsidiaries or whose performance or contribution, in the
sole discretion of the Board or the Committee, benefits or will benefit the
Company.

         6.       STOCK OPTIONS.

                  6.1 TERMS AND CONDITIONS. Stock options granted under the Plan
shall be in respect of Common Stock and may be in the form of Incentive Stock
Options or Non-Qualified Stock Options (sometimes referred to collectively
herein as the "Stock Option(s))". Such Stock Options shall be subject to the
terms and conditions set forth in this Section 6 and any additional terms and
conditions, not inconsistent with the express terms and provisions of the Plan,
as the Committee shall set forth in the relevant Award Agreement.

                  6.2 GRANT. Stock Options may be granted under the Plan in such
form as the Board or the Committee may from time to time approve. Special
provisions shall apply to Incentive Stock Options granted to any employee who
owns (within the meaning of Section 422(b)(6) of the Code) more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or its parent corporation or any subsidiary of the Company, within the meaning
of Sections 424(e) and (f) of the Code (a "10% Shareholder").

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                  6.3 EXERCISE PRICE. The exercise price per share of Common
Stock subject to a Stock Option shall be determined by the Board or the
Committee; provided , however, that the exercise price of an Incentive Stock
Option shall not be less than one hundred percent (100%) of the Fair Market
Value of the Common Stock on the date of the grant of such Incentive Stock
Option; provided, further, however, that, in the case of a 10% Shareholder, the
exercise price of an Incentive Stock Option shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the Common Stock on the date of
grant.

                  6.4 TERM. The term of each Stock Option shall be such period
of time as is fixed by the Committee; provided, however, that the term of any
Incentive Stock Option shall not exceed ten (10) years (five (5) years, in the
case of a 10% Shareholder) after the date immediately preceding the date on
which the Incentive Stock Option is granted.

                  6.5 METHOD OF EXERCISE. A Stock Option may be exercised, in
whole or in part, by giving written notice of exercise to the Secretary of the
Company, or the Secretary's designee, specifying the number of shares to be
purchased. Such notice shall be accompanied by payment in fall of the exercise
price in cash, by certified check, bank draft or money order payable to the
order of the Company or, if permitted by the Board or the Committee (in its sole
discretion) and applicable law, by delivery of, alone or in conjunction with a
partial cash or instrument payment, (a) a fully-secured promissory note or
notes, (b) shares of Common Stock already owned by the Participant for at least
six (6) months, or (c) some other form of payment acceptable to the Board or the
Committee. The Board or the Committee may also permit Participants (either on a
selective or group basis) to simultaneously exercise Stock Options and sell the
shares of Common Stock thereby acquired, pursuant to a "cashless exercise"
arrangement or program, selected by and approved of in all respects in advance
by the Committee. Payment instruments shall be received by the Company subject
to collection. The proceeds received by the Company upon exercise of any Stock
Option may be used by the Company for general corporate purposes. Any portion of
a Stock Option that is exercised may not be exercised again.

                  6.6 EXERCISABILITY. In respect of any Stock Option granted
under the Plan, unless otherwise provided in the Award Agreement at the time of
grant or in the Participant's employment agreement in respect of any such Stock
Option, such Stock Option shall become exercisable as to the aggregate number of
shares of Common Stock underlying such Stock Option, as determined on the date
of grant, as follows:

       o          33%, on the first anniversary of the date of grant of the
                  Stock Option, provided the Participant is then employed by the
                  Company and/or one of its Subsidiaries;

       o          66%, on the second anniversary of the date of grant of the
                  Stock Option, provided the Participant is then employed by the
                  Company and/or one of its Subsidiaries; and

       o          100%, on the third anniversary of the date of grant of the
                  Stock Option, provided the Participant is then employed by the
                  Company and/or one of its Subsidiaries.

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           7. MAXIMUM YEARLY AWARDS. The maximum annual Common Stock amounts in
this Section 7 are subject to adjustment under Section 10.2 and are subject to
the Plan maximum under Section 4.2. All Participants in the aggregate may not
receive in any calendar year Awards of Options, in the aggregate, exceeding
1,500,000 underlying shares of Common Stock. Each individual Participant may not
receive in any calendar year Awards of Options exceeding 1,000,000 underlying
shares of Common Stock.

           8. TERMINATION OF EMPLOYMENT. Except as is otherwise provided (a) in
the relevant Award Agreement as determined by the Board or Committee (in its
sole discretion) at the time of grant, or (b) in the Participant's then
effective employment agreement, if any, the following terms and conditions shall
apply as appropriate and as not inconsistent with the terms and conditions, if
any, contained in such Award Agreement and/or such employment agreement. If a
Participant's employment with the Company terminates for any reason any then
unexercisable Stock Options shall be forfeited and cancelled by the Company.
Except as otherwise provided in this Section 8, if a Participant's employment
with the Company and its Subsidiaries terminates for any reason, such
Participant's rights, if any, to exercise any then exercisable Stock Options, if
any, shall terminate ninety (90) days after the date of such termination (but
not beyond the stated term of any such Stock Option as determined under Section
6.4) and thereafter such Stock Option shall be forfeited and cancelled by the
Company. The Board or the Committee, in its sole discretion, may determine that
any such Participant's Stock Options, if any, to the extent exercisable
immediately prior to any termination of employment (other than a termination due
to death, Retirement or Disability), may remain exercisable for an additional
specified time period after such ninety (90) day period expires (subject to any
other applicable terms and provisions of the Plan and the relevant Award
Agreement), but not beyond the stated term of any such Stock Option. If any
termination of employment is due to death, Retirement or Disability, a
Participant (and such Participant's estate, designated beneficiary or other
legal representative, as the case may be and as determined by the Committee)
shall have the right, to the extent exercisable immediately prior to any such
termination, to exercise such Stock Options, if any, at any time within the one
(1) year period following such termination due to death, Retirement or
Disability (but not beyond the term of any such Stock Option as determined under
Section 6.4).

         9. NON-TRANSFERABILITY OF AWARDS. Unless otherwise provided in the
Award Agreement, no Award under the Plan or any Award Agreement, and no rights
or interests herein or therein, shall or may be assigned, transferred, sold,
exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by a
Participant or any beneficiary(ies) of any Participant, except by testamentary
disposition by the Participant or the laws of intestate succession. No such
interest shall be subject to execution, attachment or similar legal process,
including, without limitation, seizure for the payment of the Participant's
debts, judgments, alimony, or separate maintenance. Unless otherwise provided in
the Award Agreement, during the lifetime of a Participant, Stock Options are
exercisable only by the Participant.

           10.    CHANGES IN CAPITALIZATION AND OTHER MATTERS.

                  10.1 NO CORPORATE ACTION RESTRICTION. The existence of the
Plan, any Award Agreement and/or the Awards granted hereunder shall not limit,
affect or restrict in any



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way the right or power of the Board or the shareholders of the Company to make
or authorize (a) any adjustment, recapitalization, reorganization or other
change in the Company's or any Subsidiary's capital structure or its business,
(b) any merger, consolidation or change in the ownership of the Company or any
Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior
preference stocks ahead of or affecting the Company's or any Subsidiary's
capital stock or the rights thereof, (d) any dissolution or liquidation of the
Company or any Subsidiary, (e) any sale or transfer of all or any part of the
Company's or any Subsidiary's assets or business, or (f) any other corporate act
or proceeding by the Company or any Subsidiary. No Participant, beneficiary or
any other person shall have any claim against any member of the Board or the
Committee, the Company or any Subsidiary, or any employees, officers or agents
of the Company or any subsidiary, as a result of any such action.

                  10.2 RECAPITALIZATION ADJUSTMENTS. In the event of any change
in capitalization affecting the Common Stock of the Company, including, without
limitation, a stock dividend or other distribution, stock split, reverse stock
split, recapitalization, consolidation, subdivision, split-up, spin-off,
split-off, combination or exchange of shares or other form of reorganization or
recapitalization, or any other change affecting the Common Stock, the Board or
the Committee shall authorize and make such proportionate adjustments, if any,
as the Board or the Committee deems appropriate to reflect such change,
including, without limitation, with respect to the aggregate number of shares of
the Common Stock for which Awards in respect thereof may be granted under the
Plan, the maximum number of shares of the Common Stock which may be granted or
awarded to any Participant, the number of shares of the Common Stock covered by
each outstanding Award, and the exercise price or other price per share of
Common Stock in respect of outstanding Awards.

                  10.3      CERTAIN MERGERS.

                           10.3.1 If, after September 13, 2000, the Company
         enters into or is involved in any merger, reorganization or other
         business combination with any person or entity (such merger,
         reorganization or other business combination to be referred to herein
         as a "Merger Event") and as a result of any such Merger Event the
         Company will be or is the surviving corporation, a Participant shall be
         entitled, as of the date of the execution of the agreement evidencing
         the Merger Event (the "Execution Date") and with respect to both
         exercisable and unexercisable Stock Options (but only to the extent not
         previously exercised), to receive substitute stock options in respect
         of the shares of the surviving corporation on such terms and
         conditions, as to the number of shares, pricing and otherwise, which
         shall substantially preserve the value, rights and benefits of any
         affected Stock Options granted hereunder as of the date of the
         consummation of the Merger Event. Notwithstanding anything to the
         contrary in this Section 10.3, if any Merger Event occurs, the Company
         shall have the right, but not the obligation, to pay to each affected
         Participant an amount in cash or certified check equal to the excess of
         the Fair Market Value of the Common Stock underlying any affected
         unexercised Stock Options as of the Execution Date (whether then
         exercisable or not) over the aggregate exercise price of such
         unexercised Stock Options, as the case may be.


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                           10.3.2 If, in the case of a Merger Event in which the
         Company will not be, or is not, the surviving corporation, and the
         Company determines not to make the cash or certified check payment
         described in Section 10.3.1 of the Plan, the Company shall compel and
         obligate, as a condition of the consummation of the Merger Event, the
         surviving or resulting corporation and/or the other party to the Merger
         Event, as necessary, or any parent, subsidiary or acquiring corporation
         thereof, to grant, with respect to both exercisable and unexercisable
         Stock Options (but only to the extent not previously exercised),
         substitute stock options in respect of the shares of common or other
         capital stock of such surviving or resulting corporation on such terms
         and conditions, as to the number of shares, pricing and otherwise,
         which shall substantially preserve the value, rights and benefits of
         any affected Stock Options previously granted hereunder as of the date
         of the consummation of the Merger Event.

                           10.3.3 Upon receipt by any affected Participant of
         any such cash, certified check, or substitute stock options as a result
         of any such Merger Event, such Participant's affected Stock Options for
         which such cash, certified check or substitute awards was received
         shall be thereupon cancelled without the need for obtaining the consent
         of any such affected Participant.

                           10.3.4 The foregoing adjustments and the manner of
         application of the foregoing provisions, including, without limitation,
         the issuance of any substitute stock options, shall be determined in
         good faith by the Board or the Committee in its sole discretion. Any
         such adjustment may provide for the elimination of fractional shares.

           11.    CHANGE OF CONTROL.

                  11.1 ACCELERATION OF AWARDS VESTING. Anything in the Plan to
the contrary notwithstanding, if a Change of Control of the Company occurs,
unless otherwise provided in the Participant's Award Agreement, all Stock
Options then unexercised and outstanding shall become fully vested and
exercisable as of the date of the Change of Control. The immediately preceding
sentence shall apply to only those Participants (i) who are employed by the
Company and/or one of its Subsidiaries as of the date of the Change of Control,
or (ii) to whom Section 11.3 below is applicable.

                  11.2 PAYMENT AFTER CHANGE OF CONTROL. Notwithstanding anything
to the contrary in the Plan, in the case only of a Change of Control under
Section 11.4.1 of the Plan, the holders of any Stock Options shall have the
right, but not the obligation, to elect, within thirty (30) business days after
the Participant has actual knowledge of the occurrence of such Change of
Control, to require the Company to substitute for such Stock Options replacement
stock options of the acquiring company or any affiliate thereof covering the
most liquid thereof and on such terms and conditions, as to the number of
shares, pricing and otherwise which shall substantially preserve the value,
rights and benefits of any affected Stock Options.

                  11.3 TERMINATION AS A RESULT OF A CHANGE OF CONTROL. Anything
in the Plan to the contrary notwithstanding, if a Change of Control occurs and
if the Participant's




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employment is terminated before such Change of Control and it is reasonably
demonstrated by the Participant that such employment termination (a) was at the
request, directly or indirectly, of a third party who has taken steps reasonably
calculated to effect the Change of Control, or (b) otherwise arose in connection
with or in anticipation of the Change of Control, then for purposes of this
Section 11, the Change of Control, unless otherwise provided in the
Participant's Award Agreement, shall be deemed to have occurred immediately
prior to such Participant's employment termination (for all purposes other than
those set forth in Section 11.2 of the Plan).

                  11.4 CHANGE OF CONTROL. For the purpose of this Agreement,
"Change of Control" shall mean:

                           11.4.1 The acquisition, after the effective date of
         the Plan, by an individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial
         ownership (within the meaning of Rule l3d-3 promulgated under the
         Exchange Act) of 50% or more of either (a) the shares of the Common
         Stock, or (b) the combined voting power of the voting securities of the
         Company entitled to vote generally in the election of directors (the
         "Voting Securities"); provided, however, that the following
         acquisitions shall not constitute a Change of Control: (x) any
         acquisition by any employee benefit plan (or related trust) sponsored
         or maintained by the Company or any Subsidiary, (y) any acquisition by
         any underwriter in connection with any firm commitment underwriting of
         securities to be issued by the Company, or (z) any acquisition by any
         corporation if, immediately following such acquisition, more than 50%
         of the then outstanding shares of common stock or common ownership
         interests and the combined voting power of the then outstanding voting
         securities or common ownership interests of such corporation or other
         entity (entitled to vote generally in the election of directors or
         other managers), is beneficially owned, directly or indirectly, by all
         or substantially all of the individuals and entities who, immediately
         prior to such acquisition, were the beneficial owners of the Common
         Stock and the Voting Securities in substantially the same proportions,
         respectively, as their ownership, immediately prior to such
         acquisition, of the Common Stock and Voting Securities; or

                          11.4.2 Individuals who, as of the effective date of
         the Plan, constitute the Board (the "Incumbent Board") cease thereafter
         for any reason to constitute at least a majority of the Board;
         provided, however, that any individual becoming a director subsequent
         to the effective date of the Plan whose election, or nomination for
         election by the Company's shareholders, was approved by at least
         two-thirds of the directors then serving and comprising the Incumbent
         Board shall be considered as though such individual were a member of
         the Incumbent Board, but excluding, for this purpose, any such
         individual whose initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a- 11 of Regulation 14A promulgated under the Exchange Act)
         or other actual or threatened solicitation of proxies or consents; or


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                           11.4.3 Approval by the shareholders of the Company
         of, or the occurrence of, a reorganization, merger or consolidation,
         other than a reorganization, merger or consolidation with respect to
         which all or substantially all of the individuals and entities who were
         the beneficial owners, immediately prior to such reorganization, merger
         or consolidation, of the Common Stock and Voting Securities
         beneficially own, directly or indirectly, immediately after such
         reorganization, merger or consolidation more than 50% of the then
         outstanding common stock or common ownership interests and voting
         securities or voting ownership interests (entitled to vote generally in
         the election of directors or other managers) of the corporation
         resulting from such reorganization, merger or consolidation in
         substantially the same proportions as their respective ownership,
         immediately prior to such reorganization, merger or consolidation, of
         the Common Stock and the Voting Securities; or

                           11.4.4 Approval by the shareholders of the Company
         of, or the occurrence of, (a) a complete liquidation or substantial
         dissolution of the Company, or (b) the sale or other disposition of all
         or substantially all of the assets of the Company, other than (i) to a
         Subsidiary, wholly-owned, directly or indirectly, by the Company, or
         (ii) pursuant to a transaction with respect to which all or
         substantially all of the individuals and entities who were the
         beneficial owners, immediately prior to such transaction, of the Common
         Stock and the Voting Securities beneficially own, directly or
         indirectly, immediately after such transaction, more than 50% of the
         then outstanding common stock or common ownership interests and voting
         securities or voting ownership interests (entitled to vote generally in
         the election of directors or other managers) of the corporation or
         other business entity acquiring such assets in substantially the same
         proportions as their respective ownership, immediately prior to such
         transaction, of the Common Stock and the Voting Securities.

                           11.4.5 The occurrence of any event (not covered by
         clauses (11.4.1 through 11.4.4 above) which would be required to be
         reported by the Company in response to Items 1 or 2 of Form 8-K under
         the Exchange Act.

         12.      AMENDMENT, SUSPENSION AND TERMINATION.
                  -------------------------------------

                  12.1 IN GENERAL. The Board may suspend or terminate the Plan
(or any portion thereof) at any time and may amend the Plan at any time and from
time to time in such respects as the Board may deem advisable to insure that any
and all Awards conform to or otherwise reflect any change in applicable laws or
regulations, or to permit the Company or the Participants to benefit from any
change in applicable laws or regulations, or in any other respect the Board may
deem to be in the best interests of the Company or any Subsidiary. No such
amendment, suspension or termination shall (x) materially adversely effect the
rights of any Participant under any outstanding Stock Options, without the
consent of such Participant, or (y) make any change that would disqualify the
Plan, or any other plan of the Company or any Subsidiary intended to be so
qualified, from the benefits provided under Section 422 of the Code, or any
successor provisions thereto.

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<PAGE>

                  12.2 AWARD AGREEMENT MODIFICATIONS. The Committee may (in its
sole discretion) amend or modify at any time and from time to time the terms and
provisions of any outstanding Stock Options, in any manner to the extent that
the Committee under the Plan or any Award Agreement could have initially
determined the restrictions, terms and provisions of such Stock Options,
including, without limitation, changing or accelerating the date or dates as of
which such Stock Options shall become exercisable. No such amendment or
modification shall, however, materially adversely affect the rights of any
Participant under any such Award without the consent of such Participant.

         13.      MISCELLANEOUS.

                  13.1 TAX WITHHOLDING. The Company shall have the right to
deduct from any payment or settlement under the Plan, including, without
limitation, the exercise of any Stock Option, any federal, state, local or other
taxes of any kind which the Committee, in its sole discretion, deems necessary
to be withheld to comply with the Code and/or any other applicable law, rule or
regulation. If the Committee, in its sole discretion, permits shares of Common
Stock to be used to satisfy any such tax withholding, such Common Stock shall be
valued based on the Fair Market Value of such stock as of the date the tax
withholding is required to be made, such date to be determined by the Committee.
The Committee may establish rules limiting the use of Common Stock to meet
withholding requirements by Participants who are subject to Section 16 of the
Exchange Act.

                  13.2 NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan,
the granting of any Award, nor the execution of any Award Agreement, shall
confer upon any employee of the Company or any Subsidiary any right to continued
employment with the Company or any Subsidiary, as the case may be, nor shall it
interfere in any way with the right, if any, of the Company or any Subsidiary to
terminate the employment of any employee at any time for any reason.

                  13.3 UNFUNDED PLAN. The Plan shall be unfunded and the Company
shall not be required to segregate any assets in connection with any Awards
under the Plan. Any liability of the Company to any person with respect to any
Award under the Plan or any Award Agreement shall be based solely upon the
contractual obligations that may be created as a result of the Plan or any such
award or agreement. No such obligation of the Company shall be deemed to be
secured by any pledge of, encumbrance on, or other interest in, any property or
asset of the Company or any Subsidiary. Nothing contained in the Plan or any
Award Agreement shall be construed as creating in respect of any Participant (or
beneficiary thereof or any other person) any equity or other interest of any
kind in any assets of the Company or any Subsidiary or creating a trust of any
kind or a fiduciary relationship of any kind between the Company, any Subsidiary
and/or any such Participant, any beneficiary thereof or any other person.

                  13.4 PAYMENTS TO A TRUST. The Committee is authorized to cause
to be established a trust agreement or several trust agreements or similar
arrangements from which


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the Committee may make payments of amounts due or to become due to any
Participants under the Plan.

                  13.5 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments
and other benefits received by a Participant under an Award made pursuant to the
Plan shall not be deemed a part of a Participant's compensation for purposes of
the determination of benefits under any other employee welfare or benefit plans
or arrangements, if any, provided by the Company or any Subsidiary unless
expressly provided in such other plans or arrangements, or except where the
Board expressly determines in writing that inclusion of an Award or portion of
an Award should be included to accurately reflect competitive compensation
practices or to recognize that an Award has been made in lieu of a portion of
competitive annual base salary or other cash compensation. Awards under the Plan
may be made in addition to, in combination with, or as alternatives to, grants,
awards or payments under any other plans or arrangements of the Company or its
Subsidiaries. The existence of the Plan notwithstanding, the Company or any
Subsidiary may adopt such other compensation plans or programs and additional
compensation arrangements as it deems necessary to attract, retain and motivate
employees.

                  13.6 LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE. No
Awards or shares of the Common Stock shall be required to be issued or granted
under the Plan unless legal counsel for the Company shall be satisfied that such
issuance or grant will be in compliance with all applicable federal and state
securities laws and regulations and any other applicable laws or regulations.
The Committee may require, as a condition of any payment or share issuance, that
certain agreements, undertakings, representations, certificates, and/or
information, as the Committee may deem necessary or advisable, be executed or
provided to the Company to assure compliance with all such applicable laws or
regulations. Certificates for shares of the Common Stock delivered under the
Plan may be subject to such stock-transfer orders and such other restrictions as
the Committee may deem advisable under the rules, regulations, or other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable federal or state
securities law. In addition, if, at any time specified herein (or in any Award
Agreement or otherwise) for (a) the making of any Award, or the making of any
determination, (b) the issuance or other distribution of Common Stock, or (c)
the payment of amounts to or through a Participant with respect to any Award,
any law, rule, regulation or other requirement of any governmental authority or
agency shall require either the Company, any Subsidiary or any Participant (or
any estate, designated beneficiary or other legal representative thereof) to
take any action in connection with any such determination, any such shares to be
issued or distributed, any such payment, or the making of any such
determination, as the case may be, shall be deferred until such required action
is taken. With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of SEC Rule 16b-3. To the extent any provision of the Plan or any
action by the administrators of the Plan fails to so comply with such rule, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.

                   13.7 AWARD AGREEMENTS. Each Participant receiving an Award
under the Plan shall enter into an Award Agreement with the Company in a form
specified by the

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<PAGE>


Committee. Each such Participant shall agree to the restrictions, terms and
conditions of the Award set forth therein and in the Plan.

                  13.8 DESIGNATION OF BENEFICIARY. Each Participant to whom an
Award has been made under the Plan may designate a beneficiary or beneficiaries
to exercise any option or to receive any payment which under the terms of the
Plan and the relevant Award Agreement may become exercisable or payable on or
after the Participant's death. At any time, and from time to time, any such
designation may be changed or cancelled by the Participant without the consent
of any such beneficiary. Any such designation, change or cancellation must be on
a form provided for that purpose by the Committee and shall not be effective
until received by the Committee. If no beneficiary has been designated by a
deceased Participant, or if the designated beneficiaries have predeceased the
Participant, the beneficiary shall be the Participant's estate. If the
Participant designates more than one beneficiary, any payments under the Plan to
such beneficiaries shall be made in equal shares unless the Participant has
expressly designated otherwise, in which case the payments shall be made in the
shares designated by the Participant.

                  13.9 LEAVES OF ABSENCE/TRANSFERS. The Committee shall have the
power to promulgate rules and regulations and to make determinations, as it
deems appropriate, under the Plan in respect of any leave of absence from the
Company or any Subsidiary granted to a Participant. Without limiting the
generality of the foregoing, the Committee may determine whether any such leave
of absence shall be treated as if the Participant has terminated employment with
the Company or any such Subsidiary. If a Participant transfers within the
Company, or to or from any Subsidiary, such Participant shall not be deemed to
have terminated employment as a result of such transfers.

                  13.10 LOANS. Subject to applicable law, the Committee may
provide, pursuant to Plan rules, for the Company or any Subsidiary to make loans
to Participants to finance the exercise price of any Stock Options, as well as
the withholding obligation under Section 13.1 of the Plan and/or the estimated
or actual taxes payable by the Participant as a result of the exercise of such
Stock Option and the Committee may prescribe the terms and conditions of any
such loan.

                  13.11 GOVERNING LAW. The Plan and all actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of
New York, without reference to the principles of conflict of laws thereof. Any
titles and headings herein are for reference purposes only, and shall in no way
limit, define or otherwise affect the meaning, construction or interpretation of
any provisions of the Plan.

                  13.12 EFFECTIVE DATE. The Plan shall be effective upon its
approval by the Board and adoption by the Company, subject to the approval of
the Plan by the Company's shareholders in accordance with Sections 162(m) and
422 of the Code.

                                    * * * * *

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<PAGE>

                  IN WITNESS WHEREOF, this Plan is adopted by the Company on
September 13, 2000, as amended through November 27, 2001.

                                        ISOTOPE SOLUTIONS GROUP, INC.

                                        By: /s/ Jack Schwartzberg
                                            ---------------------------

                                        Name:      Jack Schwartzberg
                                              -------------------------

                                        Title:  Chief Executive Officer
                                              -------------------------








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