As filed with the Securities and Exchange Commission on March 19, 1999
                                                    Registration No.     

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

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

                                      FORM S-8
                                REGISTRATION STATEMENT
                                       UNDER
                              THE SECURITIES ACT OF 1933

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

                          INHALE THERAPEUTIC SYSTEMS, INC.
                          --------------------------------
               (Exact name of registrant as specified in its charter)

Delaware                                                            94-3134940
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                               150 INDUSTRIAL ROAD
                          SAN CARLOS, CALIFORNIA 94070
                                  (650) 631-3100

               ------------------------------------------------------
            (Address and telephone number of principal executive offices)


                       1998 NON-OFFICER EQUITY INCENTIVE PLAN


          ---------------------------------------------------------------
                              (Full title of the plans)

                          ROBERT B. CHESS AND AJIT S. GILL
                            CO-CHIEF EXECUTIVE OFFICERS
                          INHALE THERAPEUTIC SYSTEMS, INC.
                                150 INDUSTRIAL ROAD
                            SAN CARLOS, CALIFORNIA 94070
                                  (650) 631-3100

              --------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code, 
                                 of agent for service)

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

                                      COPIES TO:

                                MARK P. TANOURY, ESQ.
                                 COOLEY GODWARD LLP
                        3000 SAND HILL ROAD, BLDG. 3, SUITE 230
                              MENLO PARK, CALIFORNIA 94025
                                     (650) 843-5000

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



                          CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------- Stock Options and Common Stock 1,250,000 $25.234375 $31,542,968 $8,768.9451 (par value $.0001)
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on March 17, 1999 as reported on Nasdaq National Market. Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 2. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of Registration Statement on Form S-8 No. 333-65919 filed with the Securities and Exchange Commission (the "Commission") on October 20, 1998 by Inhale Therapeutic Systems, Inc., a Delaware corporation (the "Company" or the "Registrant") is incorporated by reference into this Registration Statement. EXHIBITS
EXHIBIT NUMBER 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1 Power of Attorney. Reference is made to the signature page. 99.1 Registrant's 1998 Non-Officer Equity Incentive Plan, as amended.
3. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Carlos, County of San Mateo, State of California, on the 17 day of March 1999. INHALE THERAPEUTIC SYSTEMS, INC. By /s/ Robert B. Chess Co-Chief Executive Officer and Director By /s/ Ajit S. Gill Co-Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert B. Chess and Ajit S. Gill, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE President, Co-Chief Executive Officer and March 17,1999 /s/ Robert B. Chess Director (Co-Principal Executive Officer) Co-Chief Executive Officer and Director /s/ Ajit S. Gill (Co-Principal Executive Officer) March 17,1999 Controller March 17,1999 (Principal Financial and Accounting /s/ Christian O. Henry Officer) March 17,1999 Chairman of the Board /s/ Terry L. Opdendyk March 17,1999 Director /s/ Mark J. Gabrielson March 17,1999 Director /s/ James B. Glavin March 17,1999 Director /s/ John S. Patton March 17,1999 Director /s/ Melvin Perelman
4. INDEX TO EXHIBITS
Exhibit Sequentially Number Description Numbered Page 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1 Power of Attorney. Reference is made to the signature page. 99.1 Registrant's 1998 Non-Officer Equity Incentive Plan, as amended.
5.


                                                                     EXHIBIT 5.1

March 17, 1999


Inhale Therapeutic Systems, Inc.
150 Industrial Road
San Carlos, California 94070

Gentlemen:

You have requested our opinion with respect to certain matters in connection 
with the filing by Inhale Therapeutic Systems, Inc., a Delaware corporation 
(the "Company") of a Registration Statement on Form S-8 (the "Registration 
Statement") with the Securities and Exchange Commission covering the offering 
of up to 1,250,000 shares of the Company's Common Stock, $0.0001 par value 
(the "Shares") pursuant to its 1998 Non-Officer Equity Incentive Plan, as 
amended (the "Plan").

In connection with this opinion, we have examined the Registration Statement 
and related Prospectus, your Certificate of Incorporation and By-laws, as 
amended, and such other documents, records, certificates, memoranda and other 
instruments as we deem necessary as a basis for this opinion.  We have 
assumed the genuineness and authenticity of all documents submitted to us as 
originals, the conformity to originals of all documents submitted to us as 
copies thereof, and the due execution and delivery of all documents where due 
execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion 
that the Shares, when sold and issued in accordance with the Plan, the 
Registration Statement and related Prospectus, will be validly issued, fully 
paid, and nonassessable (except as to shares issued pursuant to certain 
deferred payment arrangements, which will be fully paid and nonassessable 
when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration 
Statement.

Very truly yours,

COOLEY GODWARD LLP


By:  /s/ MARK P. TANOURY
     ----------------------------
     Mark P. Tanoury



                                                                   EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on 
Form S-8 pertaining to the 1998 Non-Officer Equity Incentive Plan of Inhale 
Therapeutic Systems, Inc. of our report dated January 22, 1998, with respect 
to the financial statements of Inhale Therapeutic Systems, Inc. included in 
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed 
with the Securities and Exchange Commission.


                                                      /s/ ERNST & YOUNG LLP
                                                      -----------------------
                                                      ERNST & YOUNG LLP


Palo Alto, California 
March 18, 1999



                                                                   EXHIBIT 99.1

                       INHALE THERAPEUTIC SYSTEMS, INC.

                    1998 NON-OFFICER EQUITY INCENTIVE PLAN

                           ADOPTED AUGUST 18, 1998
                          AMENDED FEBRUARY 23, 1999
                      STOCKHOLDER APPROVAL NOT REQUIRED
                            TERMINATION DATE: NONE

1. Purposes.

     (a)  ELIGIBLE STOCK AWARD RECIPIENTS.  The persons eligible to receive 
Stock Awards are the Employees and Consultants of the Company and its 
Affiliates who are neither Officers nor Directors.

     (b)  AVAILABLE STOCK AWARDS.  The purpose of the Plan is to provide a 
means by which eligible recipients of Stock Awards may be given an 
opportunity to benefit from increases in value of the Common Stock through 
the granting of the following Stock Awards: (i) Nonstatutory Stock Options, 
(ii) stock appreciation rights, (iii) stock bonuses and (iv) rights to 
acquire restricted stock.

     (c)  GENERAL PURPOSE.  The Company, by means of the Plan, seeks to 
retain the services of the group of persons eligible to receive Stock Awards, 
to secure and retain the services of new members of this group and to provide 
incentives for such persons to exert maximum efforts for the success of the 
Company and its Affiliates.

2. Definitions.

     (a)  "AFFILIATE" means any parent corporation or subsidiary corporation 
of the Company, whether now or hereafter existing, as those terms are defined 
in Sections 424(e) and (f), respectively, of the Code.

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

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

     (d)  "COMMITTEE" means a Committee appointed by the Board in accordance 
with subsection 3(c).

     (e)  "COMMON STOCK" means the common stock of the Company.

     (f)  "COMPANY" means Inhale Therapeutic Systems, Inc., a Delaware 
corporation.

     (g)  "CONSULTANT" means any person, including an advisor, (i) engaged by 
the Company or an Affiliate to render consulting or advisory services and who 
is compensated for such services or (ii) who is a member of the Board of 
Directors of an Affiliate.  However, the term "Consultant" shall not include 
Directors of the Company




     (h)  "CONTINUOUS SERVICE" means that the Participant's service with the 
Company or an Affiliate, whether as an Employee or Consultant, is not 
interrupted or terminated.  The Participant's Continuous Service shall not be 
deemed to have terminated merely because of a change in the capacity in which 
the Participant renders service to the Company or an Affiliate as an 
Employee, Consultant or Director or a change in the entity for which the 
Participant renders such service, provided that there is no interruption or 
termination of the Participant's Continuous Service.  For example, a change 
in status from an Employee of the Company to a Consultant of an Affiliate or 
a Director of the Company will not constitute an interruption of Continuous 
Service.  The Board or the chief executive officer of the Company, in that 
party's sole discretion, may determine whether Continuous Service shall be 
considered interrupted in the case of any leave of absence approved by that 
party, including sick leave, military leave or any other personal leave.

     (i)  "DIRECTOR" means a member of the Board of Directors of the Company.

     (j)  "DISABILITY" means the permanent and total disability of a person 
within the meaning of Section 22(e)(3) of the Code.

     (k)  "EMPLOYEE" means any person employed by the Company or an 
Affiliate.  Mere service as a Director or payment of a director's fee by the 
Company or an Affiliate shall not be sufficient to constitute "employment" by 
the Company or an Affiliate.

     (l)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
amended.

     (m)  "FAIR MARKET VALUE" means, as of any date, the value of the Common 
Stock determined as follows:

          (i)   If the Common Stock is listed on any established stock 
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap 
Market, the Fair Market Value of a share of Common Stock shall be the closing 
sales price for such stock (or the closing bid, if no sales were reported) as 
quoted on such exchange or market (or the exchange or market with the 
greatest volume of trading in the Common Stock) on the last market trading 
day prior to the day of determination, as reported in THE WALL STREET JOURNAL 
or such other source as the Board deems reliable.

          (ii)  In the absence of such markets for the Common Stock, the Fair 
Market Value shall be determined in good faith by the Board.

     (n)  "NONSTATUTORY STOCK OPTION" means an option not intended to 
qualify as an Incentive Stock Option within the meaning of Section 422 of the 
Code and the regulations promulgated thereunder.

     (o)  "OFFICER" means (i) a person who is an officer of the Company 
within the meaning of Section 16 of the Exchange Act and the rules and 
regulations promulgated thereunder and (ii) any other person designated by 
the Company as an officer.

     (p)  "OPTION" means a Nonstatutory Stock Option granted pursuant to the 
Plan.

                                       2



     (q)  "OPTION AGREEMENT" means a written agreement between the Company 
and an Optionholder evidencing the terms and conditions of an individual 
Option grant.  Each Option Agreement shall be subject to the terms and 
conditions of the Plan.

     (r)  "OPTIONHOLDER" means a person to whom an Option is granted pursuant 
to the Plan or, if applicable, such other person who holds an outstanding 
Option.

     (s)  "PARTICIPANT" means a person to whom a Stock Award is granted 
pursuant to the Plan or, if applicable, such other person who holds an 
outstanding Stock Award.

     (t)  "PLAN" means this Inhale Therapeutic Systems, Inc. 1998 Non-Officer 
Equity Incentive Plan.

     (u)  "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or 
any successor to Rule 16b-3, as in effect from time to time.

     (v)  "SECURITIES ACT" means the Securities Act of 1933, as amended.

     (w)  "STOCK AWARD" means any right granted under the Plan, including an 
Option, a stock appreciation right, a stock bonus and a right to acquire 
restricted stock.

     (x)  "STOCK AWARD AGREEMENT" means a written agreement between the 
Company and a holder of a Stock Award evidencing the terms and conditions of 
an individual Stock Award grant.  Each Stock Award Agreement shall be subject 
to the terms and conditions of the Plan.

3. Administration.

     (a)  ADMINISTRATION BY BOARD.  The Board will administer the Plan unless 
and until the Board delegates administration to a Committee, as provided in 
subsection 3(c).

     (b)  POWERS OF BOARD.  The board shall have the power, subject to, and 
within the limitations of, the express provisions of the Plan:

          (i)   To determine from time to time which of the persons eligible 
under the Plan shall be granted Stock Awards; when and how each Stock Award 
shall be granted; what type or combination of types of Stock Award shall be 
granted; the provisions of each Stock Award granted (which need not be 
identical), including the time or times when a person shall be permitted to 
receive stock pursuant to a Stock Award; and the number of shares with 
respect to which a Stock Award shall be granted to each such person.

          (ii)  To construe and interpret the Plan and Stock Awards granted 
under it, and to establish, amend and revoke rules and regulations for its 
administration.  The Board, in the exercise of this power, may correct any 
defect, omission or inconsistency in the Plan or in any Stock Award 
Agreement, in a manner and to the extent it shall deem necessary or expedient 
to make the Plan fully effective.

          (iii) To amend the Plan or a Stock Award as provided in Section 12.

                                       3



          (iv)  Generally, to exercise such powers and to perform such acts as 
the Board deems necessary or expedient to promote the best interests of the 
Company that are not in conflict with the provisions of the Plan.

     (c) DELEGATION TO COMMITTEE.  The Board may delegate administration of 
the Plan to a Committee or Committees of one or more members of the Board, 
and the term "Committee" shall apply to any person or persons to whom such 
authority has been delegated.  If administration is delegated to a Committee, 
the Committee shall have, in connection with the administration of the Plan, 
the powers theretofore possessed by the Board, including the power to 
delegate to a subcommittee any of the administrative powers the Committee is 
authorized to exercise (and references in this Plan to the Board shall 
thereafter be to the Committee or subcommittee), subject, however, to such 
resolutions, not inconsistent with the provisions of the Plan, as may be 
adopted from time to time by the Board.  The Board may abolish the Committee 
at any time and revest in the Board the administration of the Plan.

4. Shares Subject to the Plan.

     (a)  SHARE RESERVE.  Subject to the provisions of Section 11 relating to 
adjustments upon changes in stock, the stock that may be issued pursuant to 
Stock Awards shall not exceed in the aggregate two million twenty-five 
thousand (2,025,000) shares of Common Stock.

     (b)  REVERSION OF SHARES TO THE SHARE RESERVE.  If any Stock Award shall 
for any reason expire or otherwise terminate, in whole or in part, without 
having been exercised in full (or vested in the case of Restricted Stock), 
the stock not acquired under such Stock Award shall revert to and again 
become available for issuance under the Plan.  Shares subject to stock 
appreciation rights exercised in accordance with the Plan shall not be 
available for subsequent issuance under the Plan.  If any Common Stock 
acquired pursuant to a Stock Award shall for any reason be reacquired by the 
Company, the stock (having already been issued) shall not revert to and again 
become available for reissuance under the Plan.

     (c)  SOURCE OF SHARES.  The stock subject to the Plan may be unissued 
shares or reacquired shares, bought on the market or otherwise.

5. Eligibility.

     Stock Awards may be granted only to Employees and Consultants who are 
neither Officers nor Directors.

6. Option Provisions.

     Each Option shall be in such form and shall contain such terms and 
conditions as the Board shall deem appropriate.  The provisions of separate 
Options need not be identical, but each Option shall include (through 
incorporation of provisions hereof by reference in the Option or otherwise) 
the substance of each of the following provisions:

     (a)  EXERCISE PRICE.  The Board shall determine the exercise price of 
each Option.

                                       4



     (b)  CONSIDERATION.  The purchase price of stock acquired pursuant to an 
Option shall be paid, to the extent permitted by applicable statutes and 
regulations, either (i) in cash at the time the Option is exercised or (ii) 
at the discretion of the Board at the time of the grant of the Option (or 
subsequently) by delivery to the Company of other Common Stock, according to 
a deferred payment or other arrangement (which may include, without limiting 
the generality of the foregoing, the use of other Common Stock) with the 
Participant or in any other form of legal consideration that may be 
acceptable to the Board; provided, however, that at any time that the Company 
is incorporated in Delaware, payment of the Common Stock's "par value," as 
defined in the Delaware General Corporation Law, shall not be made by 
deferred payment.

     In the case of any deferred payment arrangement, interest shall be 
compounded at least annually and shall be charged at the minimum rate of 
interest necessary to avoid the treatment as interest, under any applicable 
provisions of the Code, of any amounts other than amounts stated to be 
interest under the deferred payment arrangement.  

     (c)  TRANSFERABILITY. An Option shall be transferable to the extent 
provided in the Option Agreement.  If the Option does not provide for 
transferability, then the Option shall not be transferable except by will or 
by the laws of descent and distribution and shall be exercisable during the 
lifetime of the Optionholder only by the Optionholder.  Notwithstanding the 
foregoing provisions of this subsection 6(c), the Optionholder may, by 
delivering written notice to the Company, in a form satisfactory to the 
Company, designate a third party who, in the event of the death of the 
Optionholder, shall thereafter be entitled to exercise the Option.

     (d)  VESTING GENERALLY.  The total number of shares of Common Stock 
subject to an Option may, but need not, vest and therefore become exercisable 
in periodic installments that may, but need not, be equal.  The Option may be 
subject to such other terms and conditions on the time or times when it may 
be exercised (which may be based on performance or other criteria) as the 
Board may deem appropriate.  The vesting provisions of individual Options may 
vary.  The provisions of this subsection 6(d) are subject to any Option 
provisions governing the minimum number of shares as to which an Option may 
be exercised.

     (e)  TERMINATION OF CONTINUOUS SERVICE.  In the event an Optionholder's 
Continuous Service terminates (other than upon the Optionholder's death or 
Disability), the Optionholder may exercise his or her Option (to the extent 
that the Optionholder was entitled to exercise it as of the date of 
termination) but only within such period of time ending on the earlier of (i) 
the date three (3) months following the termination of the Optionholder's 
Continuous Service (or such longer or shorter period specified in the Option 
Agreement), or (ii) the expiration of the term of the Option as set forth in 
the Option Agreement.  If, after termination, the Optionholder does not 
exercise his or her Option within the time specified in the Option Agreement, 
the Option shall terminate.

     (f)  EXTENSION OF TERMINATION DATE.  An Optionholder's Option Agreement 
may also provide that if the exercise of the Option following the termination 
of the Optionholder's Continuous Service (other than upon the Optionholder's 
death or Disability) would be prohibited at any time solely because the 
issuance of shares would violate the registration requirements under the 
Securities Act, then the Option shall terminate on the earlier of (i) the 
expiration of the 


                                       5



term of the Option set forth in subsection 6(a) or (ii) the expiration of 
three months (or such longer or shorter period specified in the Option 
Agreement) after the termination of the Optionholder's Continuous Service 
during which the exercise of the Option would not be in violation of such 
registration requirements.

     (g)  DISABILITY OF OPTIONHOLDER.  In the event an Optionholder's 
Continuous Service terminates as a result of the Optionholder's Disability, 
the Optionholder may exercise his or her Option (to the extent that the 
Optionholder was entitled to exercise it as of the date of termination), but 
only within such period of time ending on the earlier of (i) the date twelve 
(12) months following such termination (or such longer or shorter period 
specified in the Option Agreement) or (ii) the expiration of the term of the 
Option as set forth in the Option Agreement.  If, after termination, the 
Optionholder does not exercise his or her Option within the time specified 
herein, the Option shall terminate.

     (h)  DEATH OF OPTIONHOLDER.  In the event (i) an Optionholder's 
Continuous Service terminates as a result of the Optionholder's death or (ii) 
the Optionholder dies within the period (if any) specified in the Option 
Agreement after the termination of the Optionholder's Continuous Service for 
a reason other than death, then the Option may be exercised (to the extent 
the Optionholder was entitled to exercise the Option as of the date of death) 
by the Optionholder's estate, by a person who acquired the right to exercise 
the Option by bequest or inheritance or by a person designated to exercise 
the option upon the Optionholder's death pursuant to subsection 6(c), but 
only within the period ending on the earlier of (1) the date eighteen (18) 
months following the date of death (or such longer or shorter period 
specified in the Option Agreement) or (2) the expiration of the term of such 
Option as set forth in the Option Agreement.  If, after death, the Option is 
not exercised within the time specified herein, the Option shall terminate.

     (i)  EARLY EXERCISE.  The Option may, but need not, include a provision 
whereby the Optionholder may elect at any time before the Optionholder's 
Continuous Service terminates to exercise the Option as to any part or all of 
the shares subject to the Option prior to the full vesting of the Option.  
Any unvested shares so purchased may be subject to an unvested share 
repurchase option in favor of the Company or to any other restriction the 
Board determines to be appropriate.

     (j)  RE-LOAD OPTIONS.  Without in any way limiting the authority of the 
Board to make or not to make grants of Options hereunder, the Board shall 
have the authority (but not an obligation) to include as part of any Option 
Agreement a provision entitling the Optionholder to a further Option (a 
"Re-Load Option") in the event the Optionholder exercises the Option 
evidenced by the Option Agreement, in whole or in part, by surrendering other 
shares of Common Stock in accordance with this Plan and the terms and 
conditions of the Option Agreement.  Any such Re-Load Option shall (i) 
provide for a number of shares equal to the number of shares surrendered as 
part or all of the exercise price of such Option; (ii) have an expiration 
date that is the same as the expiration date of the Option the exercise of 
which gave rise to such Re-Load Option; and (iii) have an exercise price that 
is equal to one hundred percent (100%) of the Fair Market Value of the Common 
Stock subject to the Re-Load Option on the date of exercise of the original 
Option.  Notwithstanding the foregoing, a Re-Load Option shall 


                                       6



be subject to the same exercise price and term provisions heretofore 
described for Options under the Plan.

          There shall be no Re-Load Options on a Re-Load Option.  Any such 
Re-Load Option shall be subject to the availability of sufficient shares 
under subsection 4(a) and shall be subject to such other terms and conditions 
as the Board may determine that are not inconsistent with the express 
provisions of the Plan regarding the terms of Options.

7. Provisions of Stock Awards other than Options.

     (a)  STOCK BONUS AWARDS.  Each stock bonus agreement shall be in such 
form and shall contain such terms and conditions as the Board shall deem 
appropriate.  The terms and conditions of stock bonus agreements may change 
from time to time, and the terms and conditions of separate stock bonus 
agreements need not be identical, but each stock bonus agreement shall 
include (through incorporation of provisions hereof by reference in the 
agreement or otherwise) the substance of each of the following provisions:  

          (i)  CONSIDERATION.  A stock bonus shall be awarded in consideration 
for past services actually rendered to the Company or an Affiliate for its 
benefit.

          (ii)  VESTING.  Shares of Common Stock awarded under the stock bonus 
agreement may, but need not, be subject to a share repurchase option in favor 
of the Company in accordance with a vesting schedule to be determined by the 
Board.

          (iii) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE.  In the 
event a Participant's Continuous Service terminates, the Company may 
reacquire any or all of the shares of Common Stock held by the Participant 
that have not vested as of the date of termination under the terms of the 
stock bonus agreement.

          (iv)  TRANSFERABILITY.  Rights to acquire shares under the stock 
bonus agreement shall be transferable by the Participant only upon such terms 
and conditions as are set forth in the stock bonus agreement, as the Board 
shall determine in its discretion, so long as stock awarded under the stock 
bonus agreement remains subject to the terms of the stock bonus agreement.

     (b)  RESTRICTED STOCK AWARDS.  Each restricted stock purchase agreement 
shall be in such form and shall contain such terms and conditions as the 
Board shall deem appropriate.  The terms and conditions of the restricted 
stock purchase agreements may change from time to time, and the terms and 
conditions of separate restricted stock purchase agreements need not be 
identical, but each restricted stock purchase agreement shall include 
(through incorporation of provisions hereof by reference in the agreement or 
otherwise) the substance of each of the following provisions:

          (i)  PURCHASE PRICE.  The purchase price under each restricted stock 
purchase agreement shall be such amount as the Board shall determine and 
designate in such restricted stock purchase agreement.


                                       7


          (ii)  CONSIDERATION.  The purchase price of stock acquired pursuant 
to the restricted stock purchase agreement shall be paid either:  (1) in cash 
at the time of purchase; (2) at the discretion of the Board, according to a 
deferred payment or other arrangement with the Participant; or (3) in any 
other form of legal consideration that may be acceptable to the Board in its 
discretion; provided, however, that at any time that the Company is 
incorporated in Delaware, payment of the Common Stock's "par value," as 
defined in the Delaware General Corporation Law, shall not be made by 
deferred payment.

          (iii) VESTING.  Shares of Common Stock acquired under the 
restricted stock purchase agreement may, but need not, be subject to a share 
repurchase option in favor of the Company in accordance with a vesting 
schedule to be determined by the Board.

          (iv)  TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE.  In the event 
a Participant's Continuous Service terminates, the Company may repurchase or 
otherwise reacquire any or all of the shares of Common Stock held by the 
Participant that have not vested as of the date of termination under the 
terms of the restricted stock purchase agreement.

          (v)   TRANSFERABILITY.  Rights to acquire shares under the restricted 
stock purchase agreement shall be transferable by the Participant only upon 
such terms and conditions as are set forth in the restricted stock purchase 
agreement, as the Board shall determine in its discretion, so long as stock 
awarded under the restricted stock purchase agreement remains subject to the 
terms of the restricted stock purchase agreement.

     (c)  STOCK APPRECIATION RIGHTS.

          (i)   AUTHORIZED RIGHTS.  The following three types of stock 
appreciation rights shall be authorized for issuance under the Plan:

                (1) TANDEM RIGHTS.  A "Tandem Right" means a stock 
appreciation right granted appurtenant to an Option that is subject to the 
same terms and conditions applicable to the particular Option grant to which 
it pertains with the following exceptions:  The Tandem Right shall require 
the holder to elect between the exercise of the underlying Option for shares 
of Common Stock and the surrender, in whole or in part, of such Option for an 
appreciation distribution.  The appreciation distribution payable on the 
exercised the Tandem Right shall be in cash (or, if so provided, in an 
equivalent number of shares of Common Stock based on Fair Market Value on the 
date of the Option surrender) in an amount up to the excess of (a) the Fair 
Market Value (on the date of the Option surrender) of the number of shares of 
Common Stock covered by that portion of the surrendered Option in which the 
Optionholder is vested over (b) the aggregate exercise price payable for such 
vested shares.

                (2) CONCURRENT RIGHTS.  A "Concurrent Right" means a stock 
appreciation right granted appurtenant to an Option that applies to all or a 
portion of the shares of Common Stock subject to the underlying Option and 
that is subject to the same terms and conditions applicable to the particular 
Option grant to which it pertains with the following exceptions:  A 
Concurrent Right shall be exercised automatically at the same time the 
underlying Option is exercised with respect to the particular shares of 
Common Stock to which the 


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Concurrent Right pertains.  The appreciation distribution payable on an 
exercised Concurrent Right shall be in cash (or, if so provided, in an 
equivalent number of shares of Common Stock based on Fair Market Value on the 
date of the exercise of the Concurrent Right) in an amount equal to such 
portion as determined by the Board at the time of the grant of the excess of 
(a) the aggregate Fair Market Value (on the date of the exercise of the 
Concurrent Right) of the vested shares of Common Stock purchased under the 
underlying Option that have Concurrent Rights appurtenant to them over (b) 
the aggregate exercise price paid for such shares.

                (3) INDEPENDENT RIGHTS.  An "Independent Right" means a stock 
appreciation right granted independently of any Option but which is subject 
to the same terms and conditions applicable to an Option with the following 
exceptions:  An Independent Right shall be denominated in share equivalents.  
The appreciation distribution payable on the exercised Independent Right 
shall be not greater than an amount equal to the excess of (a) the aggregate 
Fair Market Value (on the date of the exercise of the Independent Right) of a 
number of shares of Company stock equal to the number of share equivalents in 
which the holder is vested under such Independent Right, and with respect to 
which the holder is exercising the Independent Right on such date, over (b) 
the aggregate Fair Market Value (on the date of the grant of the Independent 
Right) of such number of shares of Company stock.  The appreciation 
distribution payable on the exercised Independent Right shall be in cash or, 
if so provided, in an equivalent number of shares of Common Stock based on 
Fair Market Value on the date of the exercise of the Independent Right.

          (ii)  EXERCISE.  To exercise any outstanding stock appreciation 
right, the holder shall provide written notice of exercise to the Company in 
compliance with the provisions of the Stock Award Agreement evidencing such 
right.  No limitation shall exist on the aggregate amount of cash payments 
that the Company may make under the Plan in connection with the exercise of a 
stock appreciation right. 

8. Covenants of the Company.

     (a)  AVAILABILITY OF SHARES.  During the terms of the Stock Awards, the 
Company shall keep available at all times the number of shares of Common 
Stock required to satisfy such Stock Awards.

     (b)  SECURITIES LAW COMPLIANCE.  The Company shall seek to obtain from 
each regulatory commission or agency having jurisdiction over the Plan such 
authority as may be required to grant Stock Awards and to issue and sell 
shares of Common Stock upon exercise of the Stock Awards; provided, however, 
that this undertaking shall not require the Company to register under the 
Securities Act the Plan, any Stock Award or any stock issued or issuable 
pursuant to any such Stock Award.  If, after reasonable efforts, the Company 
is unable to obtain from any such regulatory commission or agency the 
authority that counsel for the Company deems necessary for the lawful 
issuance and sale of stock under the Plan, the Company shall be relieved from 
any liability for failure to issue and sell stock upon exercise of such Stock 
Awards unless and until such authority is obtained.

9. Use of Proceeds from Stock.


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          Proceeds from the sale of stock pursuant to Stock Awards shall 
constitute general funds of the Company.

10. Miscellaneous.

     (a)  ACCELERATION OF EXERCISABILITY AND VESTING.  The Board shall have 
the power to accelerate the time at which a Stock Award may first be 
exercised or the time during which a Stock Award or any part thereof will 
vest in accordance with the Plan, notwithstanding the provisions in the Stock 
Award stating the time at which it may first be exercised or the time during 
which it will vest.

     (b)  STOCKHOLDER RIGHTS.  No Participant shall be deemed to be the 
holder of, or to have any of the rights of a holder with respect to, any 
shares subject to such Stock Award unless and until such Participant has 
satisfied all requirements for exercise of the Stock Award pursuant to its 
terms.

     (c)  NO EMPLOYMENT OR OTHER SERVICE RIGHTS.  Nothing in the Plan or any 
instrument executed or Stock Award granted pursuant thereto shall confer upon 
any Participant or other holder of Stock Awards any right to continue to 
serve the Company or an Affiliate in the capacity in effect at the time the 
Stock Award was granted or shall affect the right of the Company or an 
Affiliate to terminate (i) the employment of an Employee with or without 
notice and with or without cause or (ii) the service of a Consultant pursuant 
to the terms of such Consultant's agreement with the Company or an Affiliate. 

     (d)  INVESTMENT ASSURANCES.  The Company may require a Participant, as a 
condition of exercising or acquiring stock under any Stock Award, (i) to give 
written assurances satisfactory to the Company as to the Participant's 
knowledge and experience in financial and business matters and/or to employ a 
purchaser representative reasonably satisfactory to the Company who is 
knowledgeable and experienced in financial and business matters and that he 
or she is capable of evaluating, alone or together with the purchaser 
representative, the merits and risks of exercising the Stock Award; and (ii) 
to give written assurances satisfactory to the Company stating that the 
Participant is acquiring the stock subject to the Stock Award for the 
Participant's own account and not with any present intention of selling or 
otherwise distributing the stock.  The foregoing requirements, and any 
assurances given pursuant to such requirements, shall be inoperative if (1) 
the issuance of the shares upon the exercise or acquisition of stock under 
the Stock Award has been registered under a then currently effective 
registration statement under the Securities Act or (2) as to any particular 
requirement, a determination is made by counsel for the Company that such 
requirement need not be met in the circumstances under the then applicable 
securities laws.  The Company may, upon advice of counsel to the Company, 
place legends on stock certificates issued under the Plan as such counsel 
deems necessary or appropriate in order to comply with applicable securities 
laws, including, but not limited to, legends restricting the transfer of the 
stock.

     (e)  WITHHOLDING OBLIGATIONS.  To the extent provided by the terms of a 
Stock Award Agreement, the Participant may satisfy any federal, state or 
local tax withholding obligation relating to the exercise or acquisition of 
stock under a Stock Award by any of the following 


                                       10



means (in addition to the Company's right to withhold from any compensation 
paid to the Participant by the Company) or by a combination of such means:  
(i) tendering a cash payment; (ii) authorizing the Company to withhold shares 
from the shares of the Common Stock otherwise issuable to the participant as 
a result of the exercise or acquisition of stock under the Stock Award; or 
(iii) delivering to the Company owned and unencumbered shares of the Common 
Stock.

     (f)  CANCELLATION AND RE-GRANT OF OPTIONS.  The Board shall have the 
authority to effect, at any time and from time to time, (i) the repricing of 
any outstanding Options under the Plan and/or (ii) with the consent of any 
adversely affected holders of Options, the cancellation of any outstanding 
Options under the Plan and the grant in substitution therefor of new Options 
under the Plan covering the same or different numbers of shares of Common 
Stock.  The exercise price per share shall be not less than that specified 
under the Plan for newly granted Stock Awards.  Notwithstanding the 
foregoing, the Board may grant an Option with an exercise price lower than 
that set forth above if such Option is granted as part of a transaction to 
which Section 424(a) of the Code applies.

11. Adjustments upon Changes in Stock.

     (a)  CAPITALIZATION ADJUSTMENTS.  If any change is made in the stock 
subject to the Plan, or subject to any Stock Award, without the receipt of 
consideration by the Company (through merger, consolidation, reorganization, 
recapitalization, reincorporation, stock dividend, dividend in property other 
than cash, stock split, liquidating dividend, combination of shares, exchange 
of shares, change in corporate structure or other transaction not involving 
the receipt of consideration by the Company), the Plan will be appropriately 
adjusted in the class(es) and maximum number of securities subject to the 
Plan pursuant to subsection 4(a), and the outstanding Stock Awards will be 
appropriately adjusted in the class(es) and number of securities and price 
per share of stock subject to such outstanding Stock Awards.  Such 
adjustments shall be made by the Board, the determination of which shall be 
final, binding and conclusive.  (The conversion of any convertible securities 
of the Company shall not be treated as a transaction "without receipt of 
consideration" by the Company.)

     (b)  CHANGE IN CONTROL--DISSOLUTION OR LIQUIDATION.  In the event of a 
dissolution or liquidation of the Company, then such Stock Awards shall be 
terminated if not exercised (if applicable) prior to such event.

     (c)  CHANGE IN CONTROL--ASSET SALE, MERGER, CONSOLIDATION OR REVERSE 
MERGER.  In the event of (i) a sale of substantially all of the assets of the 
Company, (ii) a merger or consolidation in which the Company is not the 
surviving corporation or (iii) a reverse merger in which the Company is the 
surviving corporation but the shares of Common Stock outstanding immediately 
preceding the merger are converted by virtue of the merger into other 
property, whether in the form of securities, cash or otherwise, then any 
surviving corporation or acquiring corporation shall assume any Stock Awards 
outstanding under the Plan or shall substitute similar stock awards 
(including an award to acquire the same consideration paid to the 
stockholders in the transaction described in this subsection 11(c)) for those 
outstanding under the Plan.  In the event any surviving corporation or 
acquiring corporation refuses to assume such Stock Awards 


                                       11



or to substitute similar stock awards for those outstanding under the Plan, 
then with respect to Stock Awards held by Participants whose Continuous 
Service has not terminated, the vesting of such Stock Awards (and, if 
applicable, the time during which such Stock Awards may be exercised) shall 
be accelerated in full, and the Stock Awards shall terminate if not exercised 
(if applicable) at or prior to such event.  With respect to any other Stock 
Awards outstanding under the Plan, such Stock Awards shall terminate if not 
exercised (if applicable) prior to such event.

     (d)  CHANGE IN CONTROL--SECURITIES ACQUISITION.  In the event of an 
acquisition by any person, entity or group within the meaning of Section 
13(d) or 14(d) of the Exchange Act, or any comparable successor provisions 
(excluding any employee benefit plan, or related trust, sponsored or 
maintained by the Company or an Affiliate) of the beneficial ownership 
(within the meaning of Rule 13d-3 promulgated under the Exchange Act, or 
comparable successor rule) of securities of the Company representing at least 
fifty percent (50%) of the combined voting power entitled to vote in the 
election of Directors, then with respect to Stock Awards held by Participants 
whose Continuous Service has not terminated, the vesting of such Stock Awards 
(and, if applicable, the time during which such Stock Awards may be 
exercised) shall be accelerated in full. 

12. Amendment of the Plan and Stock Awards.

     (a)  AMENDMENT OF PLAN.  The Board at any time, and from time to time, 
may amend the Plan; provided however, that the rights under any Stock Award 
shall not be impaired by any amendment of the Plan unless (i) the Company 
requests the consent of the Participant and (ii) the Participant consents in 
writing.

     (b)  AMENDMENT OF STOCK AWARDS.  The Board at any time, and from time to 
time, may amend the terms of any one or more Stock Awards; provided, however, 
that the rights under any Stock Award shall not be impaired by any such 
amendment unless (i) the Company requests the consent of the Participant and 
(ii) the Participant consents in writing.

13. Termination or Suspension of the Plan.

     (a)  PLAN TERM.  The Board may suspend or terminate the Plan at any 
time.  No Stock Awards may be granted under the Plan while the Plan is 
suspended or after it is terminated.

     (b)  NO IMPAIRMENT OF RIGHTS.  Rights and obligations under any 
Stock Award granted while the Plan is in effect shall not be impaired by 
suspension or termination of the Plan, except with the written consent of the 
Participant.

14. Effective Date of Plan.

     The Plan shall become effective upon adoption by the Board. 


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