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                                  EXHIBIT 10.1

SunPharm Corporation Amended and Restated 1994 Stock Option Plan

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                             SUNPHARM CORPORATION

                 AMENDED AND RESTATED 1994 STOCK OPTION PLAN

    SunPharm Corporation, a Delaware corporation (the "Company"), hereby 
amends and restates its 1994 Stock Option Plan (this "Plan"), effective as of 
April 25, 1997, subject to stockholder approval.

    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 SunPharm Corporation, a Delaware 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.

         l.   "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 1994 Stock Option Plan.

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

         s.   "STOCK" means the Common Stock, par value $.001 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 750,000 
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 

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                     directors, non-director 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
                     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);

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              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, if
                     any, of any deemed earnings on any deferred amount during
                     any deferral period); and

              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 Board, 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 Board and 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.

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         e.   The maximum number of shares subject to Options which may be
              issued to any Optionee under the Plan during any period of three
              consecutive years is 250,000 shares.

    6.   TERM OF PLAN.

    The Plan shall become effective upon its adoption by the Board of 
Directors.  It shall continue in effect until April 30, 2004 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 April 30, 2004.

    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 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 not included in clause (i) above,
                     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 for the Company to retain from the
              total number of Shares as to which the Option 

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              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) any combination of the foregoing 
              methods of payment, or (8) such other 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), 

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              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.

         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
              termination, 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.

    The 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.

    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;

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         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;

         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 OR MERGER.

    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.

    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, 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.

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    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.

    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 

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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 Florida 
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.

    20.  EFFECTIVE DATE OF AMENDED AND RESTATED PLAN.

    The amendment and restatement of this Plan shall become effective, 
subject to stockholder approval, on April 25, 1997.  The amendment and 
restatement of this Plan, and all Options granted pursuant to the amendment 
and restatement of this Plan prior to stockholder approval, shall be void and 
of no further force and effect unless the amendment and restatement of this 
Plan shall have been approved by the requisite vote of the stockholders 
entitled to vote at a meeting of the stockholders of the Company called for 
such purpose prior to July 30, 1997.  In the event such stockholder approval 
is not obtained, this Plan shall continue in existence with the terms and 
conditions in effect prior to the effective date of the amendment and 
restatement provided for hereby.

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