FOUNTAIN PHARMACEUTICALS, INC.
                       505 South Westland Avenue, Suite D
                              Tampa, Florida 33606
                                 ---------------

           Information Statement pursuant to sections 14(C) and 14(F)
                   of the securities and exchange act of 1934
                                 ---------------

                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE REQUESTED NOT TO SEND US A PROXY
                                ----------------

         This Information Statement (the "Information Statement") is being
mailed on or about April 22, 2002 to the holders of record at the close of
business on April 12, 2002, (the "Record Date") of the Class A and Class B
common stock, $.001 par value per share (unless otherwise specified,
collectively the "Common Stock") of Fountain Pharmaceuticals, Inc. (the
"Company"), in connection with the Company's acquisition of SiriCOMM, Inc.
("SiriCOMM") and appointment of certain persons to the Board of Directors of the
Company other than at a meeting of the shareholders of the Company.

         This Information Statement is also being mailed to the Company's
shareholders in connection with a proposed action by written consent to
authorize and approve:

1.       An amendment and restatement of the Company's Certificate of
         Incorporation which (a) changes the name of the Company to "SiriCOMM,
         Inc."; (b) combines the outstanding shares of Common Stock into a
         single class of Common Stock; (c) reverse splits the outstanding shares
         of the Company's Common Stock one-for-sixty (the "Reverse Split"); (d)
         decreases the par value of the Company's Common Stock resulting from
         the Reverse Split from $.06 to $.001; (e) increases the number of
         shares of Common Stock the Company is authorized to issue from 916,667
         to 50,000,000; and (f) increase the number of shares of Preferred
         Stock, $.001 par value, the Company is authorized to issue from
         2,000,000 to 5,000,000.

2.       The adoption of the Company's 2002 Equity Incentive Plan.

         The sole member of the Board of Directors owns 3,500,000 shares of
Class A Common Stock and 100,000 shares of Class B Common Stock. These
shareholdings represent approximately 59.6% and 95.7%, respectively, of the
total outstanding votes of all issued and outstanding Common Stock of the
Company and was sufficient to take the proposed action on the Record Date.
Dissenting shareholders do not have any statutory appraisal rights as a result
of the action taken. The sole director has executed a written consent in favor
of the proposed action on behalf of the shares of the Company which he owns. The
sole director does not intend to solicit any proxies or consents from any other
shareholders in connection with this action.

                                       1


         Pursuant to the provisions of Delaware law and the Company's
Certificate of Incorporation, the amendments require the approval of a majority
of such shares. Accordingly, the vote of the sole director is sufficient to
approve these matters, which he believes is in the best interests of the Company
and its shareholders. The corporate action will be effective ten days after the
mailing of this Information Statement.

         This Information Statement is being distributed pursuant to the
requirements of Sections 14(c) and 14(f) of the Securities Exchange Act of 1934.

         The entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.

               INFORMATION RELATING TO THE COMPANY'S COMMON STOCK

         The shares of Class A Common Stock and Class B Common Stock are the
only class of voting securities of the Company outstanding. Each share of Class
A Common Stock is entitled to one vote per share on all matters submitted to a
vote of the shareholders. Each share of Class B Common Stock is entitled to five
(5) votes per share on all matters submitted to a vote of the shares. As of the
Record Date, the Company had 5,875,795 shares of the Class A Common Stock
outstanding and 104,505 shares of Class B Common Stock outstanding.

                        CHANGES OF CONTROL OF THE COMPANY

         On December 31, 2001 Park Street Acquisition Corporation ("Park
Street"), a Florida corporation, acquired 2,000,000 shares of Class A
Convertible Preferred Stock ("Preferred Stock") of Fountain Pharmaceuticals,
Inc. (the "Company") from Fountain Holdings LLC ("Holdings") and all Common
Stock Purchase Warrants (the "Warrants") in the name of Holdings to purchase
shares of the Company's Class A Common Stock. The Preferred Stock converts into
1,264,151 shares of Class A Common Stock. The aggregate purchase price paid to
Holdings was Twenty Thousand ($20,000) Dollars ("Purchase Price"), allocated
$8,000 towards the purchase of the Preferred Stock and $12,000 towards the
purchase of the Warrants. Simultaneously with the closing, Park Street and the
Company agreed to retire the Warrants. Park Street has also returned the
Preferred Sock to the Company. As of the Record Date no shares of Preferred
Stock are issued or outstanding.

         Joseph S. Schuchert, Jr. ("Schuchert"), the principal shareholder of
Holdings, in consideration of the Purchase Price, released and discharged the
Company from its obligations due to him pursuant to a Credit Agreement dated as
of December 31, 1998, and from any other debts or obligations owing Schuchert by
the Company. As of September 30, 2001 the Company owed Schuchert $1,454,733 of
principal and interest.

                                       2


         Simultaneously with the transactions described above, Park Street
acquired directly from the Company 3,500,000 shares of the Company's Class A
Common Stock and 100,000 shares of the Company's Class B Common Stock for an
aggregate purchase price of $180,000. The proceeds of this transaction were
utilized by the Company to retire all of its remaining liabilities. As a result
of the foregoing, Park Street became the "control person" of the Company as that
term is defined in the Securities Act of 1933, as amended.

         In connection with these transactions, the Board of Directors of the
Company nominated Brendon K. Rennert to the Board of Directors and all former
officers and directors delivered their letters of resignation to the Company.
Mr. Rennert was named CEO, President and Secretary of the Company.

         As a result of the transactions described above, there are no shares of
Preferred Stock issued and outstanding and Park Street owns 95.7% of the Class B
Common Stock and 59.6% of the Class A Common Stock.

         By virtue of Park Street's ownership of the Company's aforementioned
securities, it is able to elect new directors and officers either at a meeting
of the shareholders or by written consent.

                               BOARD OF DIRECTORS

General

         Management of the Company, prior to the Acquisition (collectively
referred to as "Prior Management") is set forth below:

         Name                               Position
         ----                               --------
         Brendon K. Rennert                 President, Treasurer, Secretary
                                            and Sole Director

         Prior Management will resign effective as of the closing of the
Acquisition (scheduled for May 13, 2002) and the following individuals
(collectively referred to as "New Management") will be nominated to assume the
positions set forth next to their names:

                                       3


         Name                       Age   Position
         ----                       ---   --------
         Henry P. (Hank) Hoffman    51    President, CEO and Chairman
         David N. Mendez            41    Executive Vice President - Sales and
                                           Marketing and a Director
         Kory S. Dillman            31    Executive Vice President - Internet
                                           Business Development and a Director
         Tom Noland                 45    Executive Vice President -
                                           Administration, General Counsel,
                                           Secretary and a Director

Henry P. (Hank) Hoffman, President, CEO and Chairman

Mr. Hoffman co-founded SiriCOMM in January 2000 and has been its President, CEO
and Chairman since SiriCOMM's inception. Mr. Hoffman has over twenty years
experience in the transportation industry. Mr. Hoffman's most recent position
was President and Chief Operating Officer of Hook Up, Inc. of Joplin, MO. In his
four years with this niche motor carrier, profit margins expanded while gross
revenue more than tripled. Mr. Hoffman credits his West Point background for
enabling him to communicate with people at every level of an organization. From
1990 to 1995 Mr. Hoffman was President and COO of Tri-State Motor Transit, the
nation's largest transporter of munitions for the U.S. Government. Under his
direction the Tri-State business grew from $40 million to over $100 million
annual revenue and a capacity base of over 750 drivers.

Prior to his term at Tri-State, he served in several Operations/Management
positions with both Schneider National, Inc. and Viking Freight System. As an
industry leader he has been a Vice President of the American Trucking
Associations, President and Chairman of the Board of the Munitions Carriers
Conference, member of the Board of Directors of the National Automobile
Transporters Association, and Forum Co-Chairman of the National Defense
Transportation Association. Prior to his trucking industry career, Mr. Hoffman
served as an officer in the United States Army Field Artillery for six years
where he completed two successful command assignments. Mr. Hoffman earned a
Bachelor of Science degree from the United States Military Academy, West Point,
NY and a Master of Business Administration from the University of Wisconsin,
Oshkosh, WI.

David N. Mendez, Executive Vice President - Sales and Marketing and a Director

Mr. Mendez co-founded SiriCOMM in January 2000 and has been its Executive Vice
President Sales and Marketing and a director since SiriCOMM's inception. Mr.
Mendez has over nine years experience in telecommunications sales and marketing.
Mr. Mendez's telecommunications expertise focuses on domestic and international
data communication networks including Frame Relay and ATM infrastructures and
Internet and intranet networks. Most recently he was National Sales Manager for
DRIVERNet where he managed such national accounts as Ford, Kenworth, Peterbilt,
Paccar Corporation, and Cue Paging. From 1995 to 1998 Mr. Mendez worked as a
Major Account Manager for Sprint. In this position he secured long-term
contracts with Tandy Corporation, Southwest Airlines, MaryKay Cosmetics, and

                                       4


DaisyTek International with a cumulative annual billing in excess of $20
million. In addition, Mr. Mendez managed MCI and Amway's co-marketing program
with annual billings in excess of $60 million. Mr. Mendez graduated with a
Bachelor of Science degree from Southwest Missouri State University,
Springfield, MO.

Kory S. Dillman, Executive Vice President - Internet Business Development and a
Director

Mr. Dillman co-founded SiriCOMM in January 2000 and has been its Executive Vice
President - Internet Business Development and a director since SiriCOMM's
inception. From 1996 to 1999 Mr. Dillman was Creative Director for DRIVERNet. In
that position he successfully produced many of the intranet and Internet
applications for DRIVERNet and its customers. He developed specific web-based
products for Volvo Trucks North America, Kenworth, Peterbilt, Ambest,
Caterpillar Engines, and TravelCenters of America. Prior to joining DRIVERNet
Mr. Dillman was Art Director for Wendfall Productions. In this position he
managed development for Sony Music and Ardent Records. Mr. Dillman earned a
Bachelor of Fine Arts degree from the University of Tulsa, Tulsa, OK.

Tom Noland, Executive Vice President - Administration, General Counsel,
Secretary and a Director

Mr. Noland joined SiriCOMM in January 2000 as its Executive Vice President -
Administration, General Counsel and a Director. Mr. Noland was in private
practice with the law firm of Spencer, Scott & Dwyer in Joplin for eleven years,
focusing on the representation of business and banking clients in the areas of
real estate transactions, creditors' rights and workers' compensation defense.
Prior to joining SiriCOMM, he served as General Counsel to Hook Up, Inc. from
1997 through 2000. Mr. Noland received a Bachelor of Arts degree in history form
Missouri Southern State College and a Juris Doctorate from the University of
Tulsa.

                                       5


                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of April 12, 2002, information with
respect to the securities holdings of all persons which the Company, pursuant to
filings with the Securities and Exchange Commission, has reason to believe may
be deemed the beneficial owners of more than 5% of the Company's outstanding
Common Stock and Class B Common Stock. The following table indicates the
beneficial ownership of such individuals numerically calculated based upon the
total number of shares of Common Stock and Class B Common Stock outstanding and
alternatively calculated based upon the percentage voting power allocated to
such share ownership taking into account the disproportionate voting rights
attributed to the Class B Common Stock. Also set forth in the table is the
beneficial ownership of all shares of the Company's outstanding stock, as of
such date, of all officers and directors, individually and as a group.


                                                  Amount of                 Percent of             Percent of
Name and Address                           Beneficial Ownership(1)     Beneficial Ownership      Voting Power(2)
-----------------                          -----------------------     --------------------      ----------------
                                                                                            
Park Street Acquisition Corporation             3,600,000(3)                   60.2%                 62.5%(5)
P.O. Box 530246
St. Petersburg, FL  33747

Brendon K. Rennert                              3,600,000(3)                   60.2%                 62.5%(5)
P.O. Box 530246
St. Petersburg, FL  33747

John C. Walsh                                   1,257,100(4)                   21.0%                 19.6%
9 North Pelican Drive
Avalon, NJ  08202

Joseph S. Schuchert, Jr.                             -0-                        -0-                    -0-
Fountain Holdings, LLC
c/o Eaglestone Capital Services, Inc.
400 Oaceangate, Suite 1125
Long Beach, CA  90802

All Directors and Officers as a Group           3,600,000(3)                   60.2%                 62.5%
(1 Persons)
-----------------------

(1)   Except as otherwise indicated, includes total number of shares outstanding
      and the number of shares which each person has the right to acquire within
      60 days through the exercise of warrants or the conversion of Preferred
      Stock pursuant to Item 403 of Regulation S-B and Rule 13d-3(d)(1),
      promulgated under the Securities Exchange Act of 1934. Also reflects
      5,980,301 shares of the Company's Common Stock (including Class B Common
      Stock) outstanding as of January 8, 2001.

(2)   This column takes into account the disproportionate voting rights granted
      to the holders of the Class B Common Stock. Holders of Class B Common
      Stock are entitled to five (5) votes for every share held.

(3)   Includes 100,000 shares of Class B Common Stock.

(4)   Includes 6,000 shares of Common Stock issuable upon the exercise of
      options at an exercise price of $.625 per share. Does not include Common
      Stock options to purchase 18,000 shares at an exercise price of $.625 per
      share which were granted September 23, 1999 and which have not vested.

                                       6


         On August 28, 2001, Park Street Acquisition Corporation and Brendon K.
  Rennert entered into a Pledge and Escrow Agreement (the "Loan Agreement") with
  Robert Smith to obtain the funds for the acquisition of the Class A Common
  Stock, Class B Common Stock and the Class A Convertible Preferred Stock
  (collectively the "Securities"). Pursuant to the terms of the Loan Agreement,
  the Securities acquired by Park Street are collateral for the collection of
  the $350,000 loan that is due March 31, 2002 with interest at 6% per annum.
  Pursuant to the Loan Agreement, Robert Smith may become the beneficial owner
  of the Securities following a default in the Loan Agreement. Prior to such
  default, Mr. Smith does not have voting or dispositive power with respect to
  the Securities.

                             EXECUTIVE COMPENSATION

Executive  Officers  and  Directors

         We currently do not pay any cash salaries to any officers or directors.

Summary  Compensation  Table

         The Summary Compensation Table shows certain compensation information
for services rendered in all capacities for the fiscal years ended December 31,
1999, 2000 and 2001. Other than as set forth herein, no executive officer's
salary and bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.


                                                     SUMMARY COMPENSATION TABLE
         ===============================================================================================================
                                                                                                           Long Term
                                             Annual Compensation                                          Compensation
         ------------------------------------------ ------------------- ------------- -------------- --------------------
                                                         Fiscal Year
                                                            Ended
         Name and Principal Position                    September 30      Salary ($)     Bonus ($)       Options/SARS (#)
         ------------------------------------------ ------------------- ------------- -------------- --------------------
                                                                                               
         Gerald T. Simmons(1)                              2001           $ 19,630         -0-                -0-
         Former Chief Executive Officer and                2000           $ 77,782         -0-               4,636(5)
         President                                         1999           $104,500       $5,000            344,744(5)

         Christopher J. Whitaker(2)                        2001           $100,000         -0-                -0-
         Former Interim Chief Executive Officer and Vice   2000           $124,442         -0-                -0-
         President of Operations                           1999           $110,962       $25,000            37,500(6)


         Francis J. Werner(3)                              2001           $ 97,750         -0-                -0-
         Interim Chief Executive & Financial Officer and   2000           $ 97,991         -0-                -0-
         Director of Finance and Administration            1999           $ 86,912         -0-                -0-

         John C. Walsh(4)                                  2001             -0-            -0-                -0-
         Director, Former Chairman, Chief                  2000             -0-            -0-                -0-
         Executive Officer and President                   1999           $130,962         -0-              24,000(7)
         ========================================== =================== ============= ==============   ==================


                                       7


(1)   Mr. Simmons resigned from his position as Chief Executive Officer and
      President on November 30, 2000. Mr. Simmons did not receive a severance
      arrangement. See Employment Arrangements and Change of Control.
(2)   Mr. Whitaker was hired on March 30, 1998 as Director of Marketing. On
      August 3, 1998, Mr. Whitaker was appointed Vice President of Operations.
      Effective February 1, 2001 assumed the position as Interim Chief Executive
      Officer and Vice President of Operations. Effective July 6, 2001, Mr.
      Whitaker was terminated.
(3)   Mr. Werner was hired on May 21, 1990 as Controller. On July 1, 1992 Mr.
      Werner was appointed Director of Finance and Administration. Effective
      February 1, 2001 assumed the position as Interim Chief Financial Officer
      and Director of Finance and Administration. Effective July 6, 2001 he
      assumed the position of Acting Chief Executive Officer. Effective December
      31, 2001 Mr. Werner was terminated.
(4)   Mr. Walsh resigned from his position as Chief Executive Officer and
      President on December 1, 1998. As part of his severance arrangement, Mr.
      Walsh received full salary and accompanying benefits through August 3,
      1999. Mr. Walsh resigned from his position as a Director on December 31,
      2001.
(5)   Represents options to purchase Common Stock granted as of December 8,
      1998, as adjusted as of September 30, 1999 for certain anti-dilution
      provisions pursuant to Mr. Simmons' employment agreement. The options have
      an exercise price of $.56 per share and a term expiring on December 8,
      2003. The options vested 20% as of the date of grant with the balance
      vesting 20% on each anniversary of the date of grant.
(6)   Represents option to purchase Common Stock granted as of December 8, 1998.
      The options have an exercise price of $.56 per share. 25,000 options vest
      1/3 per year over a period of three years starting December 8, 1998 and
      expire on December 8, 2003. 12,500 options vest 1/3 per year over a period
      of three years starting December 8, 1999 and expire on December 8, 2003.
(7)   Represents options to purchase Common Stock granted as of September 23,
      1999. The options have an exercise price of $.625 per share. The options
      vest 25% per year over a period of 4 years, and expire on September 23,
      2004.


                                             OPTION/SAR GRANTS TABLE

                                    Option/SAR Grants in the Last Fiscal Year
=======================================================================================================================
                                                Individual Grants
----------------------------------- ---------- ------------------- ------------------- --------------- ----------------
                                                                   % of Total
                                                                   Options/SARs
                                                                   Granted to          Exercise or
                                    Fiscal     Options/SARs        Employees in        Base Price      Expiration
Name                                Year       Granted (#)         Fiscal Year         ($/Sh)          Date
----------------------------------- ---------- ------------------- ------------------- --------------- --------------
                                                                                              
Gerald T. Simmons                     2001           -0-(1)               0.0%              -0-               -
Former Chief Executive Officer
and President

Christopher J. Whitaker               2001           -0-(1)               0.0%              -0-               -
Interim Chief Executive Officer
and Vice President of Operations

Francis J. Werner                     2001           -0-(1)               0.0%              -0-               -
Interim Chief Financial Officer
and Director of Finance and
Administration

John C. Walsh                         2001           -0-(1)               0.0%              -0-               -
Director, Former Chairman,
Chief Executive Officer and
President
=================================== ========== =================== =================== =============== ================

(1)   No options were granted during fiscal year 2001.

                                       8


                                  OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
========================================================================================================================
                              Aggregated Options/SAR Exercises in Last Fiscal Year
                                           and FY-End Option/SAR Value
---------------------------------------------------------------------------- ------------------------ ------------------
                                                                                                      Value of
                                                                             Number of                Unexercised
                                                                             Unexercised              In-the-Money
                                                                             Options/SARs             Options/SARs at
                                                                             at FY-/End (#)           FY-End ($)(1)
----------------------------------- --------- ----------------- ------------ ------------------------ ------------------
                                                                Shares Value
                                    Fiscal    Acquired on       Realized     Exercisable/             Exercisable/
Name                                Year      Exercise (#)      ($)          Unexercisable            Unexercisable
----------------------------------- --------- ----------------- ------------ ------------------------ ------------------

                                                                                       
Gerald T. Simmons                   2001            -0-             -0-      (E)-0-/(U)-0-             E)$0/(U)$0
Former Chief Executive Officer
and President

Christopher J. Whitaker             2001            -0-             -0-      (E)20,832/(U)16,668      (E)$0/(U)$0
Interim Chief Executive Officer
and Vice President of Operations

Francis J. Werner                   2001            -0-             -0-      (E)37,500/(U)-0-         (E)$0/(U)$0
Interim Chief Financial Officer
and Director of Finance and
Administration

John C. Walsh                       2001            -0-             -0-      (E)12,000/(U)12,000       (E)$0/(U)$0
Director, Former Chairman, Chief
Executive Officer and President
=================================== ========= ================= ============ ======================== ==================

(1)   Based upon the closing price of the Company's Common Stock of $.02 per
      share as reported on the NASDAQ OTC Bulletin Board as of September 30,
      2001.

         In addition to the foregoing, Mr. Rennert approved the Company's 2002
Equity Incentive Plan (the "Plan"). Additional information concerning the Plan
is set forth under the caption "Approval of the 2002 Equity Incentive Plan,"
below.

             APPROVAL OF AMENDMENT AND RESTATEMENT OF THE COMPANY'S
                          CERTIFICATE OF INCORPORATION

         The Company's sole director approved an amendment and restatement to
the Company's Certificate of Incorporation to (a) change the name of the Company
to "SiriCOMM, Inc."; (b) combine the outstanding shares of Common Stock into a
single class of Common Stock; (c) reverse split the outstanding shares of the
Company's Common Stock one-for-sixty (the "Reverse Split"); (d) reduce the par
value of the Company's Common Stock resulting from the Reverse Split from $.06
to $.001; (e) increase the number of shares of Common Stock the Company is
authorized to issued from 916,667 to 50,000,000; and (f) increase the number of
shares of Preferred Stock, $.001 par value the Company is authorized to issue
from 2,000,000 to 5,000,000. The sole board member, who holds approximately
59.6% of the Company's Common Stock and who holds approximately 95.7% of the
Class B Common Stock has approved these actions and has consented to the taking
of these actions without a meeting. A copy of the restated and amended
Certificate of Incorporation substantially in the form it will be filed with the
Secretary of the State of Delaware is attached hereto as Appendix A.

                                       9


Change of Corporate Name

         The Company has entered into a Securities Exchange Agreement
("Securities Exchange Agreement") with shareholders owning 100% of SiriCOMM,
Inc., a Missouri corporation ("SiriCOMM") regarding acquisition by the Company
of all of the issued and outstanding common stock of SiriCOMM. At present it is
anticipated that a closing will occur on or about May 13, 2002 and the sole
director believes it is prudent to take the necessary corporate actions
necessary to consummate the Acquisition. Information concerning SiriCOMM is set
forth under the caption "The SiriCOMM Acquisition," below. In the event the
closing does not occur, the Company will maintain its present name.

         The change of corporate name will become effective upon the filing with
the Secretary of State of an amendment and restatement to the Company's
Certificate of Incorporation which states that, upon the filing of the
Certificate of Amendment the name of the Corporation will be "SiriCOMM, Inc."

Combination of Outstanding Shares of Common Stock into a Single Class

         The Company has two classes of Common Stock authorized and outstanding.
At present there are 5,875,796 shares of Class A Common Stock issued and
outstanding and 104,505 shares of Class B Common Stock issued and outstanding.
The Company's sole officer and director owns 59.6% and 95.7% of the outstanding
shares of Class A and Class B Common Stock, respectively. The two classes have
the same relative rights, except that the Class B Common Stock has a
disproportionate voting right whereby each share of Class B Common Stock
represents five votes.

         As a result of the combination each share of Class B Common Stock
outstanding at the effective time of the combination and Reverse Split will,
without any action on the part of the holder thereof become one-sixtieth share
of New Common Stock, defined below.

         The sole officer and director of the Company does not believe it is in
the Company's best interest to have a class of Common Stock with a
disproportionate voting right and is willing to surrender these disproportionate
rights and feels the elimination of the Class B Common Stock will simplify the
capitalization of the Company.

One-For-Sixty Reverse Split  and Reduction of Par Value

         As a result of the Reverse Split, each share of Common Stock
outstanding at the effective time of the Reverse Split, will, without any action
on the part of the holder thereof, become one-sixtieth share of Common Stock.
The amendment will also decrease the par value per share of the Company's common
stock to $.001. The decrease in the par value per share will reduce the
Company's capital stock accounts. For purposes of this description, the Common
Stock, as presently constituted, is referred to as the "Old Common Stock" and
the Common Stock resulting from the Reverse Split is referred to as the "New
Common Stock."

                                       10


         The Reverse Split will become effective upon the filing with the
Secretary of State of an amendment and restatement to the Company's Certificate
of Incorporation which states that, upon the filing of the Certificate of
Amendment, each share of Old Common Stock then issued and outstanding would
automatically become and be converted into one-sixtieth share of New Common
Stock.

         Principal Effects of the Reverse Split

         The principal effects of the Reverse Split will be as follows:

         Based upon the 5,980,301 shares of Old Common Stock (including the
shares of Class B Common Stock) outstanding on the Record Date, the Reverse
Split would decrease the outstanding shares of Old Common Stock by 98.3%, and,
upon the effectiveness of the Reverse Split and the completion of the
Acquisition approximately 11,660,003 shares of New Common Stock would be
outstanding.

         The Company will obtain a new CUSIP number for the New Common Stock at
the time of the Reverse Split. Following the effectiveness of the Reverse Split,
each sixty shares of Old Common Stock, without any action on the part of the
holder, will represent one share of New Common Stock.

         Subject to the provisions for elimination of fractional shares, as
described below, consummation of the Reverse Split will not result in a change
in the relative equity position or voting power of the holders of Old Common
Stock.

         The Certificate of Restatement and Amendment of the Company's
Certificate of Incorporation will be filed with the Secretary of State of
Delaware ten days after the mailing of this Information Statement. The Reverse
Split would become effective as of the date of such filing (the "Effective
Date").

         Purposes of the Reverse Stock Split

         The Reverse Split will decrease the number of shares of Old Common
Stock outstanding and presumably increase the per share market price for the New
Common Stock. Theoretically, the number of shares outstanding should not, by
itself, affect the marketability of the stock, the type of investor who acquires
it, or the Company's reputation in the financial community, but in practice this
is not necessarily the case, as many investors look upon a stock trading at or
under $1.00 per share as unduly speculative in nature and, as a matter of
policy, avoid investment in such stocks.

         Many leading brokerage firms are reluctant to recommend lower-priced
securities to their clients and a variety of brokerage house policies and
practices currently tend to discourage individual brokers within firms from
dealing in lower-priced stocks. Some of those policies and practices pertain to
the payment of brokers' commissions and to time consuming procedures that make
the handling of lower priced stocks unattractive to brokers from an economic
standpoint. In addition, the structure of trading commissions also tends to have
an adverse impact upon holders of lower priced stocks because the brokerage

                                       11


commission on a sale of a lower priced stock generally represents a higher
percentage of the sales price than the commission on a relatively higher priced
issue.

         In addition, there are not a sufficient number of authorized but
unissued shares of Common Stock to consummate the Acquisition. The sole director
believes that the Reverse Split and Acquisition is in the best interest of the
Company and its shareholders. The Company requires additional capital for its
operations and does not believe that it will be able to raise the necessary
capital unless the price of the Common Stock is higher than the current Common
Stock price levels. However, no assurance can be given that the Reverse Split
will result in any increase in the Common Stock price or that the Company will
be able to complete any financing following the Reverse Split.

         Exchange of Certificate and Elimination of Fractional Share Interests

         On the Effective Date, each sixty shares of Old Common Stock will
automatically be combined and changed into one share of New Common Stock. No
additional action on the part of the Company or any shareholder will be required
in order to effect the Reverse Split. Shareholders will be requested to exchange
their certificates representing shares of Old Common Stock held prior to the
Reverse Split for new certificates representing shares of New Common Stock.
Shareholders will be furnished the necessary materials and instructions to
effect such exchange promptly following the Effective Date. Certificates
representing shares of Old Common Stock subsequently presented for transfer will
not be transferred on the books and records of the Company but will be returned
to the tendering person for exchange. Shareholders should not submit any
certificates until requested to do so. In the event any certificate representing
shares of Old Common Stock is not presented for exchange upon request by the
Company, any dividends that may be declared after the Effective Date of the
Reverse Split with respect to the Common Stock represented by such certificate
will be withheld by the Company until such certificate has been properly
presented for exchange, at which time all such withheld dividends which have not
yet been paid to a public official pursuant to relevant abandoned property laws
will be paid to the holder thereof or his designee, without interest.

         No fractional shares of New Common Stock will be issued to any
shareholder. Accordingly, shareholders of record who would otherwise be entitled
to receive fractional shares of New Common Stock, will, upon surrender of their
certificates representing shares of Old Common Stock, receive a cash payment in
lieu thereof equal to the fair value of such fractional share. Holders of less
than sixty shares of Old Common Stock as a result of the Reverse Split will on
the Effective Date no longer be shareholders of the Company. The Board of
Directors had determined that the fair value of the Common Stock will be based
on the closing price of the Common Stock on the OTC-Bulletin Board on the
Effective Date (as adjusted to reflect the Reverse Split) or, if there are no
reported sales on such date, the average of the last reported high bid and low
asked price on such day shall be used.

                                       12


         Federal Income Tax Consequences of the Reverse Split

         The combination of each sixty shares of the Old Common Stock into one
share of New Common Stock should be a tax-free transaction under the Internal
Revenue Code of 1986, as amended, and the holding period and tax basis of the
Old Common Stock will be transferred to the New Common Stock received in
exchange therefor.

         Generally, cash received in lieu of fractional shares will be treated
as a sale of the fractional shares (although in unusual circumstances such cash
might possibly be deemed a dividend), and shareholders will recognize gain or
loss based upon the difference between the amount of cash received and the basis
in the surrendered fractional share.

         This discussion should not be considered as tax or investment advice,
and the tax consequences of the Reverse Split may not be the same for all
shareholders. Shareholders should consult their own tax advisors to know their
individual Federal, state, local and foreign tax consequences.

Change in Authorized Capital Stock

         The sole director has approved an amendment to the Company's
Certificate of Incorporation which would change the number of authorized shares
of Common Stock, and the par value to $.001 per share. The number of authorized
common shares would be increased to 50,000,000 shares. In addition, the
amendment will eliminate the Class A Preferred Stock and increase the number of
authorized shares of Preferred Stock from 2,000,000 to 5,000,000 shares. As of
the Record Date there were no shares of Preferred Stock issued or outstanding.

         Discussion of the Amendment

         On the Record Date, there were 5,980,301 shares of Common Stock
outstanding, including 104,505 shares of Class B Common Stock. Pursuant to the
Securities Exchange Agreement, the Company is obligated to issue the equivalent
of 577,391,565 shares of Old Common Stock to the SiriCOMM shareholders.
Additionally, pursuant to the Securities Exchange Agreement, the Company has
agreed to issue the equivalent of 116,228,160 shares to retire $500,000 of
convertible debentures issued by SiriCOMM. Accordingly, after the amendment and
closing with SiriCOMM, the new combined entity will have approximately
11,660,003 shares of New Common Stock issued and outstanding.

         Under the Company's Certificate of Incorporation, the Board of
Directors of the Company has authority to issue authorized and unissued shares
of Common and Preferred Stock without obtaining approval from the holders of the
Common Stock. The holders of the Company's Common Stock and Preferred Stock do
not have preemptive rights. The Preferred Stock provisions give the Board of
Directors broad authority to issue shares of Preferred Stock in one or more
series and to determine such matters as the dividend rate and preference, voting
rights, conversion privileges, redemption provisions, liquidation preferences

                                       13


and other rights of each series. Each share of Common Stock is entitled to one
vote. The holders of any series of preferred stock issued in the future will be
entitled to such voting rights as may be specified by the Board of Directors.

         Because of the broad powers granted to the Board of Directors to issue
shares of Preferred Stock and determine the rights, preferences and privileges
of the holders of such series, the Board of Directors has the power to issue
shares of Preferred Stock in a manner which could be used as a defensive measure
against a hostile takeover or to keep the Board of Directors in power. However,
the Board of Directors has no present plans to issue shares for such purpose.

         The Board of Directors of the Company believes it will benefit the
shareholders to have additional unreserved shares available for issuance in
order that adequate shares may be available for the possible issuance of Common
Stock, convertible Preferred Stock or convertible debt securities in connection
with a possible financing of the Company's business or an acquisition, although,
except for the Securities Exchange Agreement with SiriCOMM and 100,000 New
Common Shares reserved for issuance upon the conversion of an outstanding
convertible debenture, the Company has no plans, arrangements, understanding or
commitments with respect to the issuance of such shares.

Approval Required

         The approval of a majority of the outstanding stock entitled to vote
will be necessary to approve the proposed amendment. As discussed above, the
Company's sole director, who holds approximately 59.6% of the votes of the
Company's outstanding Common Stock and 95.7% of the outstanding Class B Common
Stock has consented to this amendment. He has executed a written consent voting
those shares in favor of the proposed amendment. The sole director does not
intend to solicit any proxies or consents from any other shareholders in
connection with this action.

                            APPROVAL OF THE COMPANY'S
                        2002 INCENTIVE STOCK OPTION PLAN

         The Company's sole director adopted a 2002 Equity Incentive Plan (the
"Plan"). The written consent approved the Plan. There are no awards outstanding
under the Plan. A complete copy of the Plan is attached hereto as Appendix B.

         Shareholders should note that certain disadvantages may result from the
adoption of the Plan, including a reduction in their interest of the Company
with respect to earnings per share, voting, liquidation value and book and
market value per share if options to acquire shares of Common Stock are granted
and subsequently exercised.

                            THE SIRICOMM ACQUISITION

         SiriCOMM, Inc. is a broadband wireless applications service provider
serving the marine and highway transportation industries. The Company has
integrated multiple technologies including satellite communications, the
Internet (and intranets), wireless networking, and productivity enhancing
software. The Company's patent pending network architecture enables subscribers

                                       14


to transmit data at speeds 20 to 100 times faster than other wireless solutions.
Moreover, the Company's unique software solutions leverage this ultra high-speed
data network to deliver significant cost reduction and productivity improvement
opportunities to users.

         From its central hub server co-located at the satellite teleport the
Company receives and transmits data on a "point to broadcast" high-speed network
between multiple wireless local area networks installed in strategic locations.
For a flat, low monthly fee subscribers have access to a suite of productivity
software, the Internet, e-mail, proprietary company intranet information, etc.
The network supports multiple user devices to include 802.11b-compatible Palm
OS(TM) wireless hand held devices for the most mobile subscribers.

                              FINANCIAL INFORMATION

         The Financial Statements required by Item 304 of Regulation S-B are
stated in U.S. dollars and are prepared in accordance with U.S. Generally
Accepted Accounting Principles. The following financial statements pertaining to
SiriCOMM are part of this Information Statement.

                                       15


                                 SiriCOMM, Inc.
                        (A Development Stage Enterprise)

                   Accountants' Report and Financial Statement

                                November 30, 2001


                                      F-1


                                 SiriCOMM, Inc.
                        (A Development Stage Enterprise)
                                November 30, 2001



Contents



    Independent Accountants' Report.....................................F-3

    Financial Statement
        Balance Sheet...................................................F-4
        Notes to Financial Statement....................................F-5


                                      F-2


                         Independent Accountants' Report



Board of Directors
SiriCOMM, Inc.
Joplin, Missouri


We have audited the accompanying balance sheet of SiriCOMM,  Inc. (A Development
Stage  Enterprise)  as of November 30,  2001.  This  financial  statement is the
responsibility of the Company's management.  Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statement is free of material  misstatement.  An audit includes examining,  on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statement.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statement  referred to above presents fairly, in
all material respects,  the financial position of SiriCOMM,  Inc. (A Development
Stage  Enterprise)  as of November  30,  2001,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The accompanying financial statement has been prepared assuming the Company will
continue as a going  concern.  As  discussed  in Note 4, the Company has not yet
generated  revenues from operations,  has deficit equity  accumulated during the
development  stage  and has debt  obligations  coming  due in the next year that
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Note 4. The
financial  statement does not include any adjustments that might result from the
outcome of this uncertainty.


                                  /s/ BKD, LLP

January 17, 2002

                                      F-3



                                                 SiriCOMM, Inc.
                                        (A Development Stage Enterprise)


                                                  Balance Sheet
                                                November 30, 2001


Assets
                                                                                               
    Current Assets
        Cash                                                                                      $       369,917
                                                                                                  ---------------

               Total current assets                                                                       369,917
                                                                                                  ---------------

    Long-Term Receivable
        Note receivable                                                                                    50,000
                                                                                                  ---------------

    Property and Equipment, At Cost
        Office and computer equipment                                                                      61,674
        Less accumulated depreciation and amortization                                                      9,715
                                                                                                  ---------------

                                                                                                           51,959

    Other Assets
        Loan costs, net of accumulated amortization of $5,882                                              44,118
                                                                                                  ---------------

                                                                                                  $       515,994
                                                                                                  ===============
Liabilities and Stockholders' Equity (Deficit)

    Current Liabilities
        Notes payable                                                                             $       598,079
        Current portion of settlement payable                                                             114,038
        Accounts payable                                                                                   10,339
        Accrued expenses                                                                                    9,453
        Due to stockholder                                                                                  7,278
                                                                                                  ---------------

               Total current liabilities                                                                  739,187
                                                                                                  ---------------

    Long-Term Debt
        Long-term portion of settlement payable                                                           176,486
                                                                                                  ---------------

    Stockholders' Equity (Deficit)
        Common stock, $1 par value; authorized and issued 10,000 shares                                    10,000
        Additional paid-in capital                                                                        674,886
        Deficit accumulated during the development stage                                                 (831,041)
                                                                                                  ----------------
                                                                                                         (146,155)
        Treasury common stock, at cost, 1,694.5 shares                                                    253,524
                                                                                                  ---------------

               Total stockholders' equity (deficit)                                                      (399,679)
                                                                                                  ----------------

                                                                                                  $       515,994
                                                                                                  ===============

                                        See Notes to Financial Statement

                                                       F-4



Note 1:  Nature of Operations and Summary of Significant Accounting Policies


    Nature of Operations and Development Stage Enterprise

        The Company is considered a development stage  enterprise,  as there has
        been no revenue generated from the Company's principal  operations.  The
        Company  was   organized  in  January  2000  as  a  broadband   wireless
        applications   service   provider,   serving   the  marine  and  highway
        transportation   industries.   The  Company  is   integrating   multiple
        technologies including satellite communications,  the Internet, wireless
        networking,  and productivity  enhancing software.  The Company plans to
        receive and  transmit  data on a  high-speed  network  between  multiple
        wireless  local area  networks  installed  in strategic  locations.  The
        Company will charge a monthly fee to  subscribers  for access to a suite
        of productivity software, the Internet,  e-mail, and proprietary company
        intranet  information  through  wireless hand held devices.  The Company
        expects completion of the development stage to occur in 2002.

    Use of Estimates

        The   preparation  of  this  financial   statement  in  conformity  with
        accounting principles generally accepted in the United States of America
        requires  management to make estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statement.  Actual
        results could differ from those estimates.

    Property and Equipment

        Property and equipment are depreciated over the estimated useful life of
        each  asset.   Annual  depreciation  is  primarily  computed  using  the
        straight-line method.

    Income Taxes

        The Company's  stockholders  have elected to have the  Company's  income
        taxed as an "S"  Corporation  under  provisions of the Internal  Revenue
        Code and a similar  section  of the  state  income  tax law;  therefore,
        taxable  income or loss is reported to the individual  stockholders  for
        inclusion in their respective tax returns.  No provision for federal and
        state income taxes is included in the financial statement.

    Other Assets

        Loan fees represent  amounts paid to secure  financing.  These costs are
        being  amortized  over  the  life of the loan  using  the  straight-line
        method.

                                      F-5


Note 2: Notes Payable


                                                                            
            Bank revolving credit agreement, $100,000 maximum
               borrowings; interest payable at maturity accruing at
               prime plus 1/2 percent; due on demand, or if demand is
               not made, September 18, 2001; secured by all
               receivables of the company, and personally guaranteed
               by stockholders of the Company.                                 $        98,079
           Note payable to individual, with interest at 4%, due March
              15, 2002; unsecured.  At the holder's option, this debt
              can be converted into 3.5% of the Company's then
              outstanding shares of common stock.                                      250,000
           Note payable to investment firm, with interest at 4%, due
              March 15, 2002; unsecured.  At the holder's option, this
              debt can be converted into 4.25% of the Company's then
              outstanding shares of common stock.                                      250,000
                                                                               ---------------
                                                                               $       598,079
                                                                               ===============

         Subsequent  to  November  30,  2001,  the Company  refinanced  the bank
         revolving credit agreement (Note 3).

Note 3:  Related Party Transactions and Subsequent Events

        During 2001, the Company and the majority stockholder were defendants in
        a suit filed by a former stockholder.  This suit was settled on December
        21, 2001. As part of the  settlement  agreement,  the Company  agreed to
        reimburse the former stockholder $22,000 for out-of-pocket  expenses and
        $15,000 in compensation for services previously  performed and purchased
        all his shares of  Company  stock for the  treasury  for  $253,524.  The
        Company  paid  $10,000  in cash  and  issued a note  payable  to be paid
        $10,000  per month  for 29  consecutive  months.  The  payments  include
        interest  at 2 1/2% per annum.  The  settlement  payable is  included in
        liabilities  at its  discounted  value  at  date  of  settlement  in the
        accompanying financial statement.  The financial statement also reflects
        the  out-of-pocket  expenses,  the  compensation and the purchase of the
        shares for the treasury.

        On December 18, 2001, the existing bank revolving credit agreement and a
        note  payable  to the bank held by two  stockholders  individually  were
        converted  into one  note.  The note in the  amount  of  $126,079  bears
        interest  at 7%, is due on demand,  but if demand is not made,  June 20,
        2002,  and is secured by  substantially  all assets of the Company and a
        guarantee by the majority stockholder.

         Due to stockholder  consists of  noninterest-bearing  advances from the
         majority common stockholder.

                                      F-6


Note 4:  Management's Consideration of Going Concern Matters

        The Company has not yet earned any revenues from operations, has deficit
        equity accumulated during the development stage and has debt obligations
        coming due in the short-term.  The financial statement has been prepared
        assuming the Company will continue as a going concern,  realizing assets
        and  liquidating   liabilities  in  the  ordinary  course  of  business.
        Management is considering  several  alternatives  for  mitigating  these
        conditions  during the next year. These plans include  completion of the
        development  of  the  Company's  principal  products  and  services  and
        marketing thereof, seeking additional financing from various sources and
        possibly entering into a reverse merger with an existing publicly-traded
        company.  Although  not  currently  planned,  realization  of assets and
        incursion  or  satisfaction  of  liabilities  in other than the ordinary
        course of  business  to meet  liquidity  needs  could  incur  losses not
        reflected in the financial statement.

                                      F-7


                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports and
other information with the Commission. The Registration Statement and such
reports and other information may be inspected without charge at the Public
Reference Room maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Office located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Room of the Commission at 450
Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. Information on
the operation of the Public Reference Room is available by calling the
Commission at 1-800-SEC-0330. In addition, the Commission maintains an Internet
site where the Registration Statement and other information filed with the
Commission may be retrieved, and the address of such site is http://www.sec.gov.
Statements made in this Information Statement concerning the contents of any
document referred to herein are not necessarily complete.


                           INCORPORATION BY REFERENCE

         The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Information Statement:

         1.       Form 8-K Current Report dated December 31, 2001.

         2.       Schedule 14f-1 Information Statement re: change in Majority of
                  Directors filed January 17, 2002.

         3.       Form 10-KSB report for the year ended September 30, 2001.

         4.       Form 10-QSB report for the three months ended December 31,
                  2001.


                                                         /s/ Brendon K. Rennert
                                                         ----------------------
                                                         Brendon K. Rennert
                                                         Sole Director
April 10, 2002


Attachments:

Appendix A  -  Form of Amended and Restated Certificate of Incorporation
Appendix B  -  2002 Equity Incentive Plan

                                       16


                                                                      Appendix A

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         FOUNTAIN PHARMACEUTICALS, INC.


         Fountain  Pharmaceuticals,  Inc., a corporation  organized and existing
under the State of Delaware, hereby certifies as follows:

         1. The name of the  corporation is Fountain  Pharmaceuticals,  Inc. The
date of filing of its original  Certificate of Incorporation  with the Secretary
of State  was March  23,  1989 and the name  under  which  the  corporation  was
originally  incorporated was DFW Technologies,  Inc. The name of the corporation
was changed to Fountain Pharmaceuticals, Inc. on April 10, 1989. On November 13,
1989 the  corporation  restated its Certificate of  Incorporation  to authorize,
among other things, its Class B Common Stock.

         2. This Amended and Restated Certificate of Incorporation  restates and
integrates  and  further  amends  the  Certificate  of   Incorporation  of  this
corporation by:

                  (a) combining its Class A common stock,  $.001 par value,  and
Class B common stock, $.001 par value, into one single class of common stock.

                  (b) combining each sixty  outstanding  shares of common stock,
$.001 par value into one share of new common stock and  reducing  the  resulting
par value of such stock to $.001.

                  (b)  increasing  the  number  of  authorized  shares of common
stock, $.001 par value, to 50,000,000;

                  (c)  increasing  the number of authorized  shares of preferred
stock, $.001 par value, from 2,000,000 to 5,000,000; and

                  (d) setting forth certain matters  relating to the designation
of the relative rights, powers and preferences of qualification, limitations and
restrictions of one or more series of preferred stock.

         3.  The  text  of  the  Certificate  of  Incorporation  as  amended  or
supplemented heretofore is further amended hereby to read as herein set forth in
full:

                                   "ARTICLE 1

         The name of this corporation is SiriCOMM, Inc.

                                       1


                                    ARTICLE 2

         The  address  of its  registered  offices in the State of  Delaware  is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,  County
of New  Castle.  The  name  of its  registered  agent  at  such  address  is The
Corporation Trust Company.

                                    ARTICLE 3

         The  purpose  of the  Corporation  is to  engage in any  lawful  act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

                                    ARTICLE 4

         The  total  number  of  shares  of  stock  of  all  classes  which  the
Corporation  has authority to issue is 55,000,000  shares,  of which  50,000,000
shares  shall be common  stock,  with a par  value of $.001  per share  ("Common
Stock"),  and  5,000,000  shares shall be preferred  stock,  with a par value of
$.001 per share ("Preferred Stock").

         The  designations  and the  powers,  preferences  and  rights,  and the
qualifications, limitations or restrictions of the shares of each class of stock
are as follows:

                                 PREFERRED STOCK

         Preferred  Stock  may be  issued  from  time to time  by the  Board  of
Directors as shares of one or more series.  Subject to the provisions hereof and
the limitations  prescribed by law, the Board of Directors is hereby vested with
the  authority  and is  expressly  authorized,  prior to  issuance,  by adopting
resolutions  providing  for the issuance  of, or  providing  for a change in the
number of, shares of any  particular  series and, if and to the extent from time
to time  required  by law,  by  filing a  certificate  pursuant  to the  General
Corporation  Law of the State of  Delaware  (or other  law  hereafter  in effect
relating to the same or substantially  similar subject matter),  to establish or
change the number of shares to be  included  in each such  series and to fix the
designation  and  powers,  preferences  and  rights and the  qualifications  and
limitations or restrictions  thereof relating to the shares of each such series,
all to the maximum extent permitted by the General  Corporation Law of the State
of Delaware as in effect on the date hereof or as hereafter amended.  The vested
authority of the Board of Directors  with respect to each series shall  include,
but not be limited to, the determination of the following:

                           (a) the distinctive serial designation of such series
         and the number of shares  constituting  such series  (provided that the
         aggregate  number of shares  constituting all series of Preferred Stock
         shall not exceed 5,000,000);

                           (b) the annual  dividend  rate,  if any, on shares of
         such series and the  preferences,  if any, over any other series (or of
         any other  series over such  series)  with  respect to  dividends,  and
         whether  dividends  shall be cumulative  and, if so, from which date or
         dates;

                                       2


                           (c)  whether  the  shares  of such  series  shall  be
         redeemable  and, if so, the terms and  conditions  of such  redemption,
         including  the date or dates upon and after which such shares  shall be
         redeemable,  and the  amount per share  payable in case of  redemption,
         which  amount  may vary under  different  conditions  and at  different
         redemption dates;

                           (d) the  obligation,  if any, of the  Corporation  to
         purchase or redeem shares of such series  pursuant to a sinking fund or
         purchase fund and, if so, the terms of such obligation;

                           (e)   whether   shares  of  such   series   shall  be
         convertible  into, or  exchangeable  for,  shares of stock of any other
         class or  classes,  any stock of any  series  of the same  class or any
         other class or classes or any evidence of indebtedness  and, if so, the
         terms and  conditions  of such  conversion  or exchange,  including the
         price or prices or the rate or rates of  conversion or exchange and the
         terms of adjustment, if any;

                           (f)  whether  the  shares of such  series  shall have
         voting rights in addition to the voting rights provided by law, and, if
         so, the terms of such voting  rights,  including,  without  limitation,
         whether  such shares shall have the right to vote with the Common Stock
         on issues on an equal, greater or lesser basis;

                           (g) the  rights of the  shares of such  series in the
         event of a voluntary or involuntary liquidation,  dissolution,  winding
         up or distribution of assets of the Corporation;

                           (h)  whether  the  shares  of such  series  shall  be
         entitled to the benefit of  conditions  and  restrictions  upon (i) the
         creation of indebtedness of the Corporation or any subsidiary, (ii) the
         issuance of any additional stock (including  additional  shares of such
         series or of any other series) or (iii) the payment of dividends or the
         making of other  distributions  on the  purchase,  redemption  or other
         acquisition by the  Corporation  or any  subsidiary of any  outstanding
         stock of the Corporation; and

                           (i) any other relative rights,  powers,  preferences,
         qualifications, limitations or restrictions thereof, including, but not
         limited to, any that may be determined in connection  with the adoption
         of any stockholder  rights plan after the date hereof,  relating to any
         such series.

         Except  where  otherwise  set forth in the  resolution  or  resolutions
adopted by the Board of  Directors  providing  for the issuance of any series of
Preferred Stock, the number of shares comprising such series may be increased or
decreased  (but not below the number of shares  then  outstanding)  from time to
time by like action of the Board of Directors.

         Shares  of any  series of  Preferred  Stock  that  have  been  redeemed
(whether  through the  operation of a sinking fund or otherwise) or purchased by
the Corporation,  or which, if convertible or exchangeable,  have been converted
into,  or  exchanged  for,  shares of stock of any other class or classes or any
evidences  of  indebtedness  shall have the status of  authorized  and  unissued
shares of  Preferred  Stock and may be reissued as a part of the series of which

                                       3


they were originally a part or may be reclassified and reissued as part of a new
series of Preferred  Stock to be created by  resolution  or  resolutions  of the
Board of  Directors  or as part of any other  series  of  Preferred  Stock,  all
subject  to  the  conditions  or  restrictions  on  issuance  set  forth  in the
resolution or  resolutions  adopted by the Board of Directors  providing for the
issuance of any series of Preferred Stock and to any filing required by law.

                                  COMMON STOCK

         Subject to all of the rights of the Preferred  Stock, and except as may
be expressly  provided with respect to the Preferred Stock herein,  by law or by
the Board of Directors pursuant to this Article 4:

                           (a)  dividends  may be declared and paid or set apart
         for  payment  upon  Common  Stock  out of any  assets  or  funds of the
         Corporation  legally  available for the payment of dividends and may be
         payable in cash, stock or otherwise;

                           (b) the  holders  of  Common  Stock  shall  have  the
         exclusive  right to vote for the election of  directors  (other than in
         the case of newly created  directorships and vacancies,  which shall be
         filled  solely by the  remaining  directors  as set forth in  Article 6
         hereof) and on all other matters  requiring  stockholder  action,  each
         share being entitled to one vote; and

                           (c) upon the  voluntary or  involuntary  liquidation,
         dissolution  or  winding up of the  Corporation,  the net assets of the
         Corporation  shall be  distributed  pro rata to the  holders  of Common
         Stock in accordance with their respective rights and interests.

                DENIAL OF PREEMPTIVE RIGHTS AND CUMULATIVE VOTING

         No holder of any stock of the Corporation shall be entitled as such, as
a  matter  of  right,  to  subscribe  for or  purchase  any  part  of any new or
additional  issue of stock of any class  whatsoever  of the  Corporation,  or of
securities  convertible  into  stock of any  class  whatsoever,  whether  now or
hereafter  authorized,  or whether issued for cash or other  consideration or by
way of dividend.

         No  holder  of any  stock of the  Corporation  shall  have the right of
cumulative voting at any election of directors or upon any other matter.

                                    ARTICLE 5

         The Corporation is to have perpetual existence.

                                    ARTICLE 6

         All power of the  Corporation  shall be vested in and  exercised  by or
under the  direction  of the Board of  Directors  except as  otherwise  provided
herein or required by law.

                                       4


         For the  management  of the business and for the conduct of the affairs
of  the  Corporation,  and  in  further  creation,  definition,  limitation  and
regulation  of  the  power  of  the   Corporation   and  of  its  directors  and
stockholders, it is further provided:

         A.  ELECTIONS  OF  DIRECTORS.  Elections  of  Directors  need not be by
written ballot unless the Bylaws of the Corporation shall so provide.

         B. NUMBER,  ELECTION AND TERMS OF DIRECTORS.  Except as otherwise fixed
pursuant  to the  provisions  of Article 4 hereof  relating to the rights of the
holders  of any class or series of stock  having a  preference  over the  Common
Stock as to dividends or upon  liquidation to elect  additional  directors under
specified  circumstances,  the number of directors of the  Corporation  shall be
fixed from time to time pursuant to the Bylaws. The directors,  other than those
who may be  elected  by the  holders  of any  class or  series  of stock  having
preference over the Common Stock as to dividends or upon liquidation, shall hold
office until the next annual  meeting at which their  successors are elected and
qualified or until their earlier resignation or removal.

         C. REMOVAL OF  DIRECTORS.  Subject to the rights of any class or series
of stock having preference over Common Stock as to dividends or upon liquidation
to elect  directors  under  specified  circumstances,  at any regular meeting or
special  meeting called  expressly for that purpose,  any director or the entire
Board of  Directors  may be removed  with or without  cause and a  successor  or
successors  appointed by vote of the holders of in excess of fifty percent (50%)
of the shares then issued and outstanding and entitled to vote at an election of
directors.

         Except as may otherwise be provided by law,  cause for removal shall be
construed  to  exist  only if  during a  director's  term as a  director  of the
Corporation:  (a) the director whose removal is proposed has been convicted of a
felony by a court of competent  jurisdiction  and such  conviction  is no longer
subject to direct appeal;  (b) such director has been  adjudicated by a court of
competent  jurisdiction  to be liable  for  gross  negligence,  recklessness  or
misconduct in the  performance of his or her duty to the Corporation in a manner
of substantial  importance to the Corporation and such adjudication is no longer
subject to direct appeal;  or (c) such director has been  adjudicated by a court
of competent jurisdiction to be mentally incompetent,  which mental incompetence
directly affects his or her ability as a director of the  Corporation,  and such
adjudication is no longer subject to direct appeal.

         D. STOCKHOLDER  ACTION. Any action required or permitted to be taken by
the  stockholders of the corporation must be effected at a duly called annual or
special meeting of such holders or by consent in writing of the holders required
to take such  action.  Except as  otherwise  required  by law and subject to the
rights of  holders  of any class or series  of stock  having a  preference  over
Common  Stock  as  to  dividends  or  upon  liquidation,   special  meetings  of
stockholders of the Corporation may be called only by the Chairman of the Board,
the Chief Executive  Officer or the Board of Directors  pursuant to a resolution
approved by a majority of the entire Board of Directors.

                                       5


         E. BYLAW  AMENDMENTS.  The Board of  Directors  shall have the power to
make, alter, amend and repeal the Bylaws (except so far as the Bylaws adopted by
the  stockholders  shall  otherwise  provide).  Any Bylaws  made by the Board of
Directors under the powers conferred hereby may be altered,  amended or repealed
by the directors or by the stockholders.

         F. LIABILITY OF DIRECTORS.

                           1. No director of the Corporation  shall be liable to
the Corporation or any of its  stockholders  for monetary  damages for breach of
fiduciary  duty as a director;  provided that this Article 6 shall not eliminate
or limit the liability of a director of the  Corporation:  (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders,  (ii) for
acts or omissions not in good faith or that involve intentional  misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware,  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

                           2. If the  General  Corporation  Law of the  State of
Delaware hereafter is amended to authorize the further elimination or limitation
of the  liability  of  directors  of the  Corporation,  then the  liability of a
director of the Corporation  shall be limited to the fullest extent permitted by
the General  Corporation Law of the State of Delaware,  as so amended,  and such
limitation  of  liability  shall be in  addition  to,  and not in lieu  of,  the
limitation  on the  liability of a director of the  Corporation  provided by the
provisions of this Section F of this Article 6.

                           3. Any  amendment,  repeal  or  modification  of this
Section F of this Article 6 shall be  prospective  only and shall not  adversely
affect any right or protection of a director of the Corporation  existing at the
time of such amendment, repeal or modification.

                           4. The Corporation shall be obligated at all times to
maintain the  effectiveness  of Bylaw  provisions  providing  for the  mandatory
indemnification  of the  directors  of the  Corporation  to the  maximum  extent
permitted by the General Corporation Law of the State of Delaware.

                                    ARTICLE 7

         The Corporation  reserves the right to amend,  alter,  change or repeal
any provision contained in this Certificate of Incorporation,  in the manner now
or hereafter  prescribed by statute and this Certificate of  Incorporation,  and
all  rights  conferred  upon  stockholders  herein are  granted  subject to this
reservation."

         4. This  Amended and Restated  Certificate  of  Incorporation  was duly
adopted by written consent of the stockholders in accordance with the applicable
provisions  of Section  228, 242 and 245 of the General  Corporation  Law of the
State of  Delaware  and  written  notice of the  adoption  of this  Amended  and
Restated  Certificate of Incorporation has been given as provided by Section 228
of the General  Corporation  Law of the State of  Delaware to every  stockholder
entitled to such notice.

                                       6


         5. As of the date of this Certificate,  there are outstanding 5,875,796
shares of common stock, $.001 par value, 104,505 shares of Class B Common Stock,
$.001 par value and no shares of the  Corporation's  preferred stock,  $.001 par
value. Upon filing of this Certificate of Amendment and Restatement,  each share
of Class A and Class B common  stock,  $.001  par  value,  outstanding  shall be
converted into 0.0167 shares of new common stock, $.001 par value.

         IN WITNESS WHEREOF, said Fountain Pharmaceuticals, Inc. has caused this
Certificate  to be signed by Brendon K. Rennert,  its President this ____ day of
May, 2002.

                                         FOUNTAIN PHARMACEUTICALS, INC.


                                         By:
                                             -------------------------------
                                              Name:  Brendon K. Rennert
                                              Title: President

                                       7


                                                                      Appendix B

                         FOUNTAIN PHARMACEUTICALS, INC.

                           2002 EQUITY INCENTIVE PLAN


                                ARTICLE I - PLAN


         1.1 PURPOSE.  This Plan is a plan for key Employees (including officers
and employee directors) and Consultants of the Company and its Affiliates and is
intended to advance the best interests of the Company,  its Affiliates,  and its
stockholders by providing those persons who have substantial  responsibility for
the  management  and growth of the Company and its  Affiliates  with  additional
incentives and an opportunity to obtain or increase their  proprietary  interest
in the  Company,  thereby  encouraging  them to  continue  in the  employ of the
Company or any of its Affiliates.

         1.2 RULE 16B-3 PLAN. The Plan is intended to comply with all applicable
conditions  of Rule 16b-3 (and all  subsequent  revisions  thereof)  promulgated
under the Securities  Exchange Act of 1934, as amended (the "1934 Act").  To the
extent  any  provision  of the  Plan or  action  by the  Board of  Directors  or
Committee  fails to so comply,  it shall be deemed null and void,  to the extent
permitted by law and deemed advisable by the Committee.  In addition,  the Board
of Directors may amend the Plan from time to time as it deems necessary in order
to meet the  requirements of any amendments to Rule 16b-3 without the consent of
the shareholders of the Company.

         1.3  EFFECTIVE  DATE OF PLAN.  The Plan shall be effective May 15, 2002
(the "Effective Date"), provided that within one year of the Effective Date, the
Plan shall have been  approved by at least a majority vote of  stockholders.  No
Incentive Option,  Nonqualified  Option,  Stock Appreciation  Right,  Restricted
Stock Award or Performance Stock Award shall be granted pursuant to the Plan ten
years after the Effective Date.


                            ARTICLE II - DEFINITIONS

         The words and phrases  defined in this  Article  shall have the meaning
set out in these  definitions  throughout this Plan, unless the context in which
any such word or phrase  appears  reasonably  requires a broader,  narrower,  or
different meaning.

         2.1  "AFFILIATE"  means  any  parent  corporation  and  any  subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of the  action or  transaction,  each of the  corporations  other  than the
Company owns stock  possessing 50% or more of the total combined voting power of
all  classes of stock in one of the other  corporations  in the chain.  The term
"subsidiary  corporation"  means any corporation  (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
action or transaction,  each of the corporations other than the last corporation

                                       1


in the unbroken  chain owns stock  possessing  50% or more of the total combined
voting  power of all  classes of stock in one of the other  corporations  in the
chain.

         2.2  "AWARD"  means  each of the  following  granted  under  this Plan:
Incentive Option,  Nonqualified  Option,  Stock Appreciation  Right,  Restricted
Stock Award or Performance Stock Award.

         2.3 "BONUS STOCK AWARD" means an Award of Bonus Stock.

         2.4 "BOARD OF DIRECTORS" means the board of directors of the Company.

         2.5  "CHANGE  IN  CONTROL"   shall  mean  and  include  the   following
transactions or situations:

         (a) A sale,  transfer,  or other  disposition by the Company  through a
single  transaction  or a series of  transactions  of  securities of the Company
representing  thirty (30%)  percent or more of the combined  voting power of the
Company's then  outstanding  securities to any "Unrelated  Person" or "Unrelated
Persons"  acting in concert with one another.  For purposes of this  definition,
the term  "Person"  shall mean and include any  individual,  partnership,  joint
venture, association, trust corporation, or other entity (including a "group" as
referred  to in  Section  13(d)(3)  of the  1934  Act).  For  purposes  of  this
definition,  the term "Unrelated Person" shall mean and include any Person other
than the Company,  a  wholly-owned  subsidiary  of the  Company,  or an employee
benefit  plan  of the  Company;  provided  however,  a sale to  underwriters  in
connection with a public offering of the Company's securities pursuant to a firm
commitment shall not be a Change of Control.

         (b) A sale, transfer, or other disposition through a single transaction
or a series of  transactions  of all or  substantially  all of the assets of the
Company to an Unrelated  Person or Unrelated  Persons acting in concert with one
another.

         (c) A  change  in  the  ownership  of  the  Company  through  a  single
transaction  or a series  of  transactions  such  that any  Unrelated  Person or
Unrelated  Persons  acting in concert  with one another  become the  "Beneficial
Owner,"  directly or indirectly,  of securities of the Company  representing  at
least thirty (30%) percent of the combined  voting power of the  Company's  then
outstanding  securities.  For purposes of this definition,  the term "Beneficial
Owner"  shall  have  the  same  meaning  as  given  to that  term in Rule  13d-3
promulgated  under the 1934 Act,  provided that any pledgee of voting securities
is not deemed to be the  Beneficial  Owner thereof prior to its  acquisition  of
voting rights with respect to such securities.

         (d)  Any  consolidation  or  merger  of the  Company  with  or  into an
Unrelated  Person,  unless  immediately  after the  consolidation  or merger the
holders  of  the  common  stock  of  the  Company   immediately   prior  to  the
consolidation or merger are the beneficial owners of securities of the surviving
corporation  representing  at least fifty (50%)  percent of the combined  voting
power of the surviving corporation's then outstanding securities.

                                       2


         (e) During any period of two years,  individuals  who, at the beginning
of such period, constituted the Board of Directors of the Company cease, for any
reason,  to  constitute  at least a majority  thereof,  unless the  election  or
nomination  for  election of each new  director  was  approved by the vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of such period.

         (f) A change  in  control  of the  Company  of a nature  that  would be
required to be reported in response to Item 6(e) of Schedule  14A of  Regulation
14A  promulgated  under the 1934 Act,  or any  successor  regulation  of similar
importance,  regardless  of whether  the  Company  is subject to such  reporting
requirement.

         2.6 "CODE" means the Internal Revenue Code of 1986, as amended.

         2.7  "COMMITTEE"  means  the  Compensation  Committee  of the  Board of
Directors or such other  committee  designated  by the Board of  Directors.  The
Committee  shall be  comprised  solely  of at  least  two  members  who are both
Disinterested  Persons and Outside Directors or by the Board of Directors in its
entirety.

         2.8 "COMPANY" means Fountain Pharmaceuticals, Inc.

         2.9 "CONSULTANT" means any person, including an advisor, engaged by the
Company  or  Affiliate  to  render  services  and who is  compensated  for  such
services.

         2.10 "DISINTERESTED PERSON" means a "disinterested person" as that term
is defined in Rule 16b-3 under the 1934 Act.

         2.11  "ELIGIBLE  PERSONS" shall mean,  with respect to the Plan,  those
persons  who,  at the  time  that an  Award is  granted,  are (i) key  personnel
(including  officers  and  directors)  of the  Company  or  Affiliate,  or  (ii)
Consultants  or independent  contractors  who provide  valuable  services to the
Company or Affiliate as determined by the Committee.

         2.12 "EMPLOYEE" means a person employed by the Company or any Affiliate
to whom an Award is granted.

         2.13  "FAIR  MARKET  VALUE" of the  Stock as of any date  means (a) the
average  of the high  and low  sale  prices  of the  Stock  on that  date on the
principal  securities exchange on which the Stock is listed; or (b) if the Stock
is not listed on a  securities  exchange,  the  average of the high and low sale
prices of the Stock on that  date as  reported  on the  Nasdaq  National  Market
System;  or (c) if the Stock is not listed on the Nasdaq National Market System,
the  average  of the high and low bid  quotations  for the Stock on that date as
reported by the National  Quotation Bureau  Incorporated;  or (d) if none of the
foregoing is  applicable,  an amount at the election of the  Committee  equal to
(x),  the  average  between the closing bid and ask prices per share of Stock on
the last  preceding  date on which those prices were reported or (y) that amount
as determined by the Committee in good faith.

                                       3


         2.14 "INCENTIVE OPTION" means an option to purchase Stock granted under
this Plan  which is  designated  as an  "Incentive  Option"  and  satisfies  the
requirements of Section 422 of the Code.

         2.15  "NONQUALIFIED  OPTION" means an option to purchase  Stock granted
under this Plan other than an Incentive Option.

         2.16 "OPTION" means both an Incentive Option and a Nonqualified  Option
granted under this Plan to purchase shares of Stock.

         2.17 "OPTION  AGREEMENT" means the written agreement by and between the
Company and an Eligible Person which sets out the terms of an Option.

         2.18  "OUTSIDE  DIRECTOR"  means a member  of the  Board  of  Directors
serving on the Committee who satisfies Section 162(m) of the Code.

         2.19  "PLAN"  means the  Fountain  Pharmaceuticals,  Inc.  2002  Equity
Incentive  Plan,  as set out in this document and as it may be amended from time
to time.

         2.20 "PLAN YEAR" means the Company's fiscal year.

         2.21 "PERFORMANCE  STOCK AWARD" means an award of shares of Stock to be
issued to an Eligible Person if specified  predetermined  performance  goals are
satisfied as described in Article VII.

         2.22  "RESTRICTED  STOCK"  means  Stock  awarded or  purchased  under a
Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
all  rights,  warranties  or  similar  items  attached  or  accruing  thereto or
represented  by the  certificate  representing  the  stock and (ii) any stock or
securities  into  which or for  which  the  stock  is  thereafter  converted  or
exchanged.  The terms and conditions of the Restricted  Stock Agreement shall be
determined by the Committee consistent with the terms of the Plan.

         2.23  "RESTRICTED  STOCK  AGREEMENT"  means an  agreement  between  the
Company or any Affiliate and the Eligible  Person pursuant to which the Eligible
Person receives a Restricted Stock Award subject to Article VI.

         2.24 "RESTRICTED STOCK AWARD" means an Award of Restricted Stock.

         2.25  "RESTRICTED  STOCK PURCHASE  PRICE" means the purchase  price, if
any, per share of Restricted  Stock subject to an Award.  The  Restricted  Stock
Purchase Price shall be determined by the  Committee.  It may be greater than or
less than the Fair Market Value of the Stock on the date of the Stock Award.

         2.26 "STOCK" means the common stock of the Company, $.001 par value or,
in the event that the outstanding  shares of common stock are later changed into

                                       4


or  exchanged  for a different  class of stock or  securities  of the Company or
another corporation, that other stock or security.

         2.27  "STOCK  APPRECIATION  RIGHT" and "SAR" means the right to receive
the  difference  between the Fair Market  Value of a share of Stock on the grant
date and the Fair Market Value of the share of Stock on the exercise date.

         2.28 "10% STOCKHOLDER"  means an individual who, at the time the Option
is granted,  owns Stock  possessing  more than 10% of the total combined  voting
power of all classes of stock of the Company or of any Affiliate.  An individual
shall be considered as owning the Stock owned, directly or indirectly, by or for
his  brothers  and  sisters  (whether  by the  whole  or  half  blood),  spouse,
ancestors, and lineal descendants;  and Stock owned, directly or indirectly,  by
or for a  corporation,  partnership,  estate,  or trust,  shall be considered as
being  owned   proportionately  by  or  for  its  stockholders,   partners,   or
beneficiaries.


                            ARTICLE III - ELIGIBILITY

         The  individuals who shall be eligible to receive Awards shall be those
Eligible  Persons of the Company or any of its Affiliates as the Committee shall
determine  from  time to time.  However,  no member  of the  Committee  shall be
eligible to receive any Award or to receive Stock,  Options,  Stock Appreciation
Rights or any Performance Stock Award under any other plan of the Company or any
of  its  Affiliates,  if  to  do so  would  cause  the  individual  not  to be a
Disinterested  Person or Outside Director.  The Board of Directors may designate
one or more  individuals  who shall not be  eligible  to receive any Award under
this Plan or under other similar plans of the Company.


               ARTICLE IV - GENERAL PROVISIONS RELATING TO AWARDS

         4.1  AUTHORITY  TO  GRANT  AWARDS.  The  Committee  may  grant to those
Eligible  Persons of the Company or any of its  Affiliates as it shall from time
to time determine,  Awards under the terms and conditions of this Plan.  Subject
only to any applicable limitations set out in this Plan, the number of shares of
Stock to be covered by any Award to be granted to an  Eligible  Person  shall be
determined by the Committee.

         4.2  SHARES  SUBJECT TO PLAN.  The total  number of shares of Stock set
aside for Awards may be granted  under the Plan shall be 3,000,000  shares.  The
shares may be treasury  shares or authorized  but unissued  shares.  The maximum
number of shares  subject to options or stock  appreciation  rights which may be
issued to any  eligible  person  under the plan  during  each plan year shall be
determined by the Committee.  The maximum number of shares subject to restricted
stock awards  which may be granted to any eligible  person under the plan during
each plan year shall be  determined  by the  Committee.  The  maximum  number of
shares subject to performance  stock awards which may be granted to any eligible
person during each plan year shall be determined by the Committee. The number of
shares  stated in this Section 4.2 shall be subject to  adjustment in accordance
with the  provisions  of Section  4.5. In the event that any  outstanding  Award
shall expire or terminate for any reason or any Award is surrendered, the shares
of Stock allocable to the unexercised portion of that Award may again be subject
to an Award under the Plan.

         4.3  NON-TRANSFERABILITY.  Awards  shall  not  be  transferable  by the
Eligible  Person  otherwise  than by will  or  under  the  laws of  descent  and
distribution,  and shall be exercisable,  during the Eligible Person's lifetime,
only by him. Restricted Stock shall be purchased by and/or become vested under a
Restricted Stock Agreement during the Eligible Person's  lifetime,  only by him.

                                       5


Any  attempt to transfer an Award other than under the terms of the Plan and the
Agreement  shall  terminate  the Award and all rights of the Eligible  Person to
that Award.

         4.4  REQUIREMENTS  OF LAW. The Company shall not be required to sell or
issue any Stock under any Award if issuing that Stock would constitute or result
in a violation  by the  Eligible  Person or the Company of any  provision of any
law,  statute,  or regulation of any governmental  authority.  Specifically,  in
connection   with  any  applicable   statute  or  regulation   relating  to  the
registration  of  securities,  upon  exercise  of any Option or  pursuant to any
Award, the Company shall not be required to issue any Stock unless the Committee
has received  evidence  satisfactory to it to the effect that the holder of that
Option or Award will not transfer the Stock except in accordance with applicable
law,  including receipt of an opinion of counsel  satisfactory to the Company to
the  effect  that any  proposed  transfer  complies  with  applicable  law.  The
determination  by the  Committee  on this  matter  shall be final,  binding  and
conclusive. The Company may, but shall in no event be obligated to, register any
Stock covered by this Plan pursuant to applicable securities laws of any country
or any political subdivision.  In the event the Stock issuable on exercise of an
Option or pursuant to an Award is not registered, the Company may imprint on the
certificate  evidencing  the Stock  any  legend  that  counsel  for the  Company
considers  necessary  or advisable  to comply with  applicable  law. The Company
shall not be  obligated to take any other  affirmative  action in order to cause
the exercise of an Option or vesting  under an Award,  or the issuance of shares
pursuant  thereto,  to comply  with any law or  regulation  of any  governmental
authority.

         4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

         (a) The existence of outstanding  Options or Awards shall not affect in
any way the  right  or  power  of the  Company  or its  stockholders  to make or
authorize any or all adjustments,  recapitalizations,  reorganizations  or other
changes in the Company's  capital  structure or its  business,  or any merger or
consolidation of the Company,  or any issue of bonds,  debentures,  preferred or
prior  preference  stock ahead of or affecting  the Stock or its rights,  or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its  assets or  business,  or any  other  corporate  act or  proceeding,
whether of a similar  character  or  otherwise.  If the Company  shall  effect a
subdivision  or  consolidation  of shares  or other  capital  readjustment,  the
payment of a Stock  dividend,  or other  increase or  reduction of the number of
shares of the Stock outstanding, without receiving compensation for it in money,
services or property,  then (a) the number, class, and per share price of shares
of Stock subject to outstanding  Options under this Plan shall be  appropriately
adjusted  in such a manner as to entitle  an  Eligible  Person to  receive  upon
exercise of an Option, for the same aggregate cash consideration, the equivalent

                                       6


total number and class of shares he would have  received  had he  exercised  his
Option in full immediately prior to the event requiring the adjustment;  and (b)
the  number and class of shares of Stock then  reserved  to be issued  under the
Plan shall be adjusted by substituting  for the total number and class of shares
of Stock then reserved, that number and class of shares of Stock that would have
been  received  by the owner of an equal  number of  outstanding  shares of each
class of Stock as the result of the event requiring the adjustment.

         (b) If the Company is merged or consolidated  with another  corporation
and  the  Company  is  not  the  surviving  corporation,  or if the  Company  is
liquidated or sells or otherwise  disposes of substantially all its assets while
unexercised Options remain outstanding under this Plan:

                  (i)      subject to the provisions of clause (c) below,  after
                           the  effective  date  of the  merger,  consolidation,
                           liquidation,  sale or other disposition,  as the case
                           may be, each holder of an outstanding Option shall be
                           entitled, upon exercise of the Option, to receive, in
                           lieu of  shares  of Stock,  the  number  and class or
                           classes  of  shares of stock or other  securities  or
                           property to which the holder would have been entitled
                           if,  immediately prior to the merger,  consolidation,
                           liquidation,  sale or other  disposition,  the holder
                           had been the  holder  of record of a number of shares
                           of Stock  equal to the  number  of shares as to which
                           the Option shall be so exercised;

                  (ii)     the Board of Directors may waive any  limitations set
                           out  in or  imposed  under  this  Plan  so  that  all
                           Options, from and after a date prior to the effective
                           date of the merger, consolidation,  liquidation, sale
                           or other  disposition,  as the case may be, specified
                           by the Board of Directors,  shall be  exercisable  in
                           full; and

                  (iii)    all outstanding  Options may be canceled by the Board
                           of Directors as of the effective  date of any merger,
                           consolidation,    liquidation,    sale    or    other
                           disposition,  if (i) notice of cancellation  shall be
                           given to each  holder  of an  Option  and  (ii)  each
                           holder of an Option  shall have the right to exercise
                           that   Option   in  full   (without   regard  to  any
                           limitations  set out in or imposed under this Plan or
                           the Option  Agreement  granting that Option) during a
                           period set by the Board of  Directors  preceding  the
                           effective   date   of  the   merger,   consolidation,
                           liquidation, sale or other disposition and, if in the
                           event all outstanding Options may not be exercised in
                           full  under   applicable   securities   laws  without
                           registration  of the  shares  of  Stock  issuable  on
                           exercise of the Options,  the Board of Directors  may
                           limit the  exercise  of the  Options to the number of
                           shares of  Stock,  if any,  as may be issued  without
                           registration.  The method of choosing  which  Options
                           may be  exercised,  and the number of shares of Stock
                           for which Options may be  exercised,  shall be solely
                           within the discretion of the Board of Directors.

         (c)  After a merger of one or more  corporations  into the  Company  or
after a consolidation  of the Company and one or more  corporations in which the

                                       7


Company  shall be the  surviving  corporation,  each  Eligible  Person  shall be
entitled to have his  Restricted  Stock and shares  earned  under a  Performance
Stock Award  appropriately  adjusted  based on the manner the Stock was adjusted
under the terms of the agreement of merger or consolidation.

         (d) In each situation described in this Section 4.5, the Committee will
make similar  adjustments,  as appropriate,  in outstanding  Stock  Appreciation
Rights.

         (e) The  issuance  by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class, for cash or property,
or for labor or services  either upon direct sale or upon the exercise of rights
or warrants to subscribe for them, or upon  conversion of shares or  obligations
of the Company  convertible into shares or other  securities,  shall not affect,
and no adjustment by reason of such issuance  shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Awards.

         4.6  ELECTION  UNDER  SECTION  83(B) OF THE  CODE.  No  Employee  shall
exercise the election  permitted under Section 83(b) of the Code without written
approval of the Committee. Any Employee doing so shall forfeit all Awards issued
to him under this Plan.


                ARTICLE V - OPTIONS AND STOCK APPRECIATION RIGHTS

         5.1 TYPE OF OPTION.  The  Committee  shall specify at the time of grant
whether a given Option shall  constitute an Incentive  Option or a  Nonqualified
Option. Incentive Stock Options may only be granted to Employees.

         5.2 OPTION  PRICE.  The price at which Stock may be purchased  under an
Incentive  Option  shall not be less than the  greater  of: (a) 100% of the Fair
Market Value of the shares of Stock on the date the Option is granted or (b) the
aggregate  par value of the shares of Stock on the date the  Option is  granted.
The  Committee in its  discretion  may provide that the price at which shares of
Stock may be purchased under an Incentive Option shall be more than 100% of Fair
Market Value. In the case of any 10%  Stockholder,  the price at which shares of
Stock may be purchased under an Incentive  Option shall not be less than 110% of
the Fair Market Value of the Stock on the date the Incentive  Option is granted.
The price at which shares of Stock may be purchased under a Nonqualified  Option
shall  be such  price  as  shall  be  determined  by the  Committee  in its sole
discretion  but in no event  lower  than the par value of the shares of Stock on
the date the Option is granted.

         5.3 DURATION OF OPTIONS AND SARS. No Option or SAR shall be exercisable
after  the  expiration  of ten (10)  years  from the date the  Option  or SAR is
granted.  In the  case  of a 10%  Stockholder,  no  Incentive  Option  shall  be
exercisable  after the  expiration  of five  years  from the date the  Incentive
Option is granted.

         5.4  AMOUNT  EXERCISABLE  --  INCENTIVE  OPTIONS.  Each  Option  may be
exercised  from time to time,  in whole or in part, in the manner and subject to
the conditions the Committee, in its sole discretion,  may provide in the Option
Agreement, as long as the Option is valid and outstanding,  and further provided

                                       8


that no Option  may be  exercisable  within six (6) months of the date of grant,
unless  otherwise  stated  in the  Option  Agreement.  To the  extent  that  the
aggregate Fair Market Value  (determined  as of the time an Incentive  Option is
granted)  of the Stock with  respect to which  Incentive  Options  first  become
exercisable  by the optionee  during any calendar  year (under this Plan and any
other  incentive  stock option plan(s) of the Company or any Affiliate)  exceeds
$100,000,  the portion in excess of $100,000 of the  Incentive  Option  shall be
treated  as a  Nonqualified  Option.  In making  this  determination,  Incentive
Options shall be taken into account in the order in which they were granted.

         5.5 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery
of written  notice to the Committee  setting forth the number of shares of Stock
with respect to which the Option is to be exercised, together with:

         (a) cash, certified check, bank draft, or postal or express money order
payable to the order of the Company for an amount  equal to the option  price of
the shares,

         (b)  Stock  at its Fair  Market  Value  on the  date of  exercise,  (if
approved in advance by the Committee),

         (c) an  election  to make a  cashless  exercise  through  a  registered
broker-dealer (if approved in advance by the Committee),

         (d) an  election  to have  shares of Stock,  which  otherwise  would be
issued on exercise,  withheld in payment of the  exercise  price (if approved in
advance by the Committee), and/or

         (e) any other form of payment  which is  acceptable  to the  Committee,
including  without  limitation,  payment in the form of a promissory  note,  and
specifying  the  address  to which the  certificates  for the  shares  are to be
mailed.

         As promptly as practicable  after receipt of written  notification  and
payment,  the Company shall deliver to the Eligible Person  certificates for the
number of shares with respect to which the Option has been exercised,  issued in
the  Eligible  Person's  name.  If  shares  of Stock  are used in  payment,  the
aggregate  Fair Market Value of the shares of Stock tendered must be equal to or
less than the  aggregate  exercise  price of the  shares  being  purchased  upon
exercise  of the  Option,  and any  difference  must be paid by cash,  certified
check,  bank draft, or postal or express money order payable to the order of the
Company. Delivery of the shares shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited the certificates in the
United States mail,  addressed to the Eligible Person,  at the address specified
by the Eligible Person.

         Whenever an Option is exercised by exchanging  shares of Stock owned by
the  Eligible  Person,   the  Eligible  Person  shall  deliver  to  the  Company
certificates registered in the name of the Eligible Person representing a number
of shares of Stock legally and beneficially  owned by the Eligible Person,  free
of all liens,  claims,  and  encumbrances  of every kind,  accompanied  by stock
powers duly endorsed in blank by the record holder of the shares  represented by
the  certificates  (with  signature  guaranteed  by a  commercial  bank or trust
company or by a brokerage  firm having a  membership  on a  registered  national

                                       9


stock  exchange).  The delivery of certificates  upon the exercise of Options is
subject to the  condition  that the person  exercising  the Option  provide  the
Company with the information the Company might reasonably  request pertaining to
exercise, sale or other disposition.

         5.6 STOCK  APPRECIATION  RIGHTS. All Eligible Persons shall be eligible
to receive Stock  Appreciation  Rights. The Committee shall determine the SAR to
be awarded from time to time to any Eligible  Person.  The grant of an SAR to be
awarded from time to time shall neither  entitle such person to, nor  disqualify
such  person,  from  participation  in any other grant of awards by the Company,
whether  under  this Plan or any other  plan of the  Company.  If  granted  as a
stand-alone  SAR  Award,  the terms of the Award  shall be  provided  in a Stock
Appreciation Rights Agreement.

         5.7  STOCK   APPRECIATION   RIGHTS  IN  TANDEM  WITH   OPTIONS.   Stock
Appreciation Rights may, at the discretion of the Committee, be included in each
Option  granted  under the Plan to permit the  holder of an Option to  surrender
that Option, or a portion of the part which is then exercisable,  and receive in
exchange,  upon the conditions and limitations  set by the Committee,  an amount
equal to the excess of the Fair Market Value of the Stock covered by the Option,
or the  portion  of it  that  was  surrendered,  determined  as of the  date  of
surrender,  over the aggregate  exercise price of the Stock.  The payment may be
made in shares of Stock valued at Fair Market Value,  in cash, or partly in cash
and  partly  in  shares  of Stock,  as the  Committee  shall  decide in its sole
discretion. Stock Appreciation Rights may be exercised only when the Fair Market
Value of the Stock covered by the Option surrendered  exceeds the exercise price
of the Stock. In the event of the surrender of an Option, or a portion of it, to
exercise the Stock Appreciation  Rights, the shares represented by the Option or
that part of it which is  surrendered,  shall not be  available  for  reissuance
under the Plan.  Each Stock  Appreciation  Right issued in tandem with an Option
(a) will expire not later than the expiration of the underlying  Option, (b) may
be for no more than 100% of the  difference  between the  exercise  price of the
underlying  Option and the Fair Market Value of a share of Stock at the time the
Stock  Appreciation  Right  is  exercised,  (c) is  transferable  only  when the
underlying Option is transferable, and under the same conditions, and (d) may be
exercised only when the underlying Option is eligible to be exercised.

         5.8 CONDITIONS OF STOCK  APPRECIATION  RIGHTS.  All Stock  Appreciation
Rights shall be subject to such terms,  conditions,  restrictions or limitations
as the Committee deems appropriate,  including by way of illustration but not by
way of limitation,  restrictions  on  transferability,  requirement of continued
employment,  individual  performance,  financial  performance  of the Company or
payment of any applicable employment or withholding taxes.

         5.9  PAYMENT  OF STOCK  APPRECIATION  RIGHTS.  The amount of payment to
which  the  Eligible  Person  who  reserves  an SAR shall be  entitled  upon the
exercise  of each SAR  shall be equal to the  amount,  if any by which  the Fair
Market Value of the  specified  shares of Stock on the exercise date exceeds the
Fair Market Value of the  specified  shares of Stock on the date of grant of the
SAR.  The SAR  shall be paid in  either  cash or  Stock,  as  determined  in the
discretion of the Committee as set forth in the SAR agreement. If the payment is
in Stock,  the number of shares to be paid shall be  determined  by dividing the
amount of such payment by the Fair Market Value of Stock on the exercise date of
such SAR.

                                       10


         5.10  EXERCISE ON  TERMINATION  OF  EMPLOYMENT.  Unless it is expressly
provided  otherwise in the Option or SAR  agreement,  Options and SAR granted to
Employees  shall  terminate  one day less than three months  after  severance of
employment of the Employee from the Company and all  Affiliates  for any reason,
with or without cause,  other than death,  retirement under the then established
rules of the Company,  or severance for disability.  Whether authorized leave of
absence or absence on military or government service shall constitute  severance
of the  employment of the Employee  shall be determined by the Committee at that
time.

         5.11 DEATH. If, before the expiration of an Option or SAR, the Eligible
Person,  whether  in the employ of the  Company  or after he has  retired or was
severed for  disability,  or otherwise  dies,  the Option or SAR shall  continue
until the earlier of the Option's or SAR's expiration date or one year following
the date of his death,  unless it is expressly  provided otherwise in the Option
or SAR  agreement.  After  the  death of the  Eligible  Person,  his  executors,
administrators  or any persons to whom his Option or SAR may be  transferred  by
will or by the laws of descent  and  distribution  shall have the right,  at any
time prior to the  Option's or SAR's  expiration  or  termination,  whichever is
earlier,  to exercise  it, to the extent to which he was entitled to exercise it
immediately prior to his death, unless it is expressly provided otherwise in the
Option or SAR's agreement.

         5.12  RETIREMENT.  Unless it is  expressly  provided  otherwise  in the
Option  Agreement,  before the expiration of an Incentive  Option,  the Employee
shall be retired in good  standing from the employ of the Company under the then
established  rules of the Company,  the Incentive  Option shall terminate on the
earlier of the Option's  expiration date or one day less than one year after his
retirement;  provided,  if an Incentive Option is not exercised within specified
time limits  prescribed  by the Code,  it will become a  Nonqualified  Option by
operation  of law.  Unless it is  expressly  provided  otherwise  in the  Option
Agreement, if before the expiration of a Nonqualified Option, the Employee shall
be  retired  in good  standing  from the  employ of the  Company  under the then
established rules of the Company, the Nonqualified Option shall terminate on the
earlier of the  Nonqualified  Option's  expiration date or one day less than one
year after his retirement.  In the event of retirement,  the Employee shall have
the right prior to the  termination of the  Nonqualified  Option to exercise the
Nonqualified  Option,  to the extent to which he was  entitled  to  exercise  it
immediately prior to his retirement,  unless it is expressly  provided otherwise
in  the  Option  Agreement.  Upon  retirement,  an  SAR  shall  continue  to  be
exercisable for the remainder of the term of the SAR agreement.

         5.13  DISABILITY.  If,  before the  expiration of an Option or SAR, the
Employee  shall be severed  from the employ of the Company for  disability,  the
Option or SAR shall terminate on the earlier of the Option's or SAR's expiration
date or one day less than one year  after  the date he was  severed  because  of
disability,  unless it is  expressly  provided  otherwise  in the  Option or SAR
agreement.  In the event that the  Employee  shall be severed from the employ of
the  Company  for  disability,  the  Employee  shall have the right prior to the
termination of the Option or SAR to exercise the Option,  to the extent to which
he was entitled to exercise it immediately  prior to his retirement or severance
of employment for disability,  unless it is expressly  provided otherwise in the
Option Agreement.

                                       11


         5.14 SUBSTITUTION OPTIONS.  Options may be granted under this Plan from
time to time in  substitution  for  stock  options  held by  employees  of other
corporations who are about to become employees of or affiliated with the Company
or any  Affiliate as the result of a merger or  consolidation  of the  employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or any Affiliate of the assets of the employing corporation,  or the acquisition
by the Company or any  Affiliate of stock of the  employing  corporation  as the
result of which it becomes an Affiliate of the Company. The terms and conditions
of the substitute Options granted may vary from the terms and conditions set out
in this  Plan to the  extent  the  Committee,  at the  time of  grant,  may deem
appropriate  to conform,  in whole or in part,  to the  provisions  of the stock
options in substitution for which they are granted.

         5.15 RELOAD  OPTIONS.  Without in any way limiting the authority of the
Board  of  Directors  or  Committee  to make or not to make  grants  of  Options
hereunder, the Board of Directors or Committee shall have the authority (but not
an obligation) to include as part of any Option Agreement a provision  entitling
the  Eligible  Person to a further  Option (a "Reload  Option") in the event the
Eligible Person exercises the Option evidenced by the Option Agreement, in whole
or in part, by  surrendering  other shares of Stock in accordance with this Plan
and the terms and conditions of the Option Agreement. Any such Reload Option (a)
shall be for a number of shares  equal to the  number of shares  surrendered  as
part or all of the exercise  price of such Option;  (b) shall have an expiration
date  which is the  greater  of (i) the same  expiration  date of the Option the
exercise of which gave rise to such Reload Option or (ii) one year from the date
of grant of the Reload  Option;  and (c) shall have an  exercise  price which is
equal to one  hundred  percent  (100%)  of the Fair  Market  Value of the  Stock
subject to the Reload  Option on the date of  exercise of the  original  Option.
Notwithstanding the foregoing,  a Reload Option which is an Incentive Option and
which is granted to a 10%  Stockholder,  shall have an  exercise  price which is
equal to one hundred ten  percent  (110%) of the Fair Market  Value of the Stock
subject to the Reload Option on the date of exercise of the original  Option and
shall have a term which is no longer than five (5) years.

         Any such Reload  Option may be an  Incentive  Option or a  Nonqualified
Option,  as the Board of Directors or Committee may designate at the time of the
grant of the original  Option;  provided,  however,  that the designation of any
Reload  Option  as an  Incentive  Option  shall be  subject  to the one  hundred
thousand dollar  ($100,000)  annual  limitation on  exercisability  of Incentive
Stock  Options  described in the Plan and in Section  422(d) of the Code.  There
shall be no Reload Options on a Reload  Option.  Any such Reload Option shall be
subject to the  availability  of sufficient  shares under Section 4.2 herein and
shall be subject to such other terms and conditions as the Board of Directors or
Committee may determine which are not inconsistent  with the express  provisions
of the Plan regarding the terms of Options.

         5.16 NO RIGHTS AS STOCKHOLDER. No Eligible Person shall have any rights
as a  stockholder  with respect to Stock  covered by his Option until the date a
stock certificate is issued for the Stock.

                                       12


                      ARTICLE VI - RESTRICTED STOCK AWARDS

         6.1 RESTRICTED STOCK AWARDS. The Committee may issue shares of Stock to
an Eligible  Person subject to the terms of a Restricted  Stock  Agreement.  The
Restricted  Stock may be issued for no payment by the  Eligible  Person or for a
payment below the Fair Market Value on the date of grant. Restricted Stock shall
be subject to restrictions  as to sale,  transfer,  alienation,  pledge or other
encumbrance  and  generally  will be subject  to  vesting  over a period of time
specified in the Restricted Stock  Agreement.  The Committee shall determine the
period of vesting, the number of shares, the price, if any, of Stock included in
a Restricted  Stock Award, and the other terms and provisions which are included
in a Restricted Stock Agreement.

         6.2  RESTRICTIONS.  Restricted  Stock shall be subject to the terms and
conditions as determined by the Committee,  including without limitation, any or
all of the following:

         (a) a prohibition  against the sale,  transfer,  alienation,  pledge or
other  encumbrance of the shares of Restricted  Stock, such prohibition to lapse
(i) at such time or times as the Committee shall determine (whether in annual or
more frequent installments,  at the time of the death,  disability or retirement
of the holder of such shares, or otherwise);

         (b) a  requirement  that the  holder  of  shares  of  Restricted  Stock
forfeit, or in the case of shares sold to an Eligible Person, resell back to the
Company at his cost, all or a part of such shares in the event of termination of
the Eligible  Person's  employment  during any period in which the shares remain
subject to restrictions;

         (c) a prohibition  against employment of the holder of Restricted Stock
by any  competitor  of the Company or its  Affiliates,  or against such holder's
dissemination of any secret or confidential information belonging to the Company
or an Affiliate;

         (d) unless stated otherwise in the Restricted Stock Agreement,

                  (i)      if  restrictions  remain at the time of  severance of
                           employment with the Company and all Affiliates, other
                           than  for  reason  of   disability   or  death,   the
                           Restricted Stock shall be forfeited; and

                  (ii)     if severance of employment is by reason of disability
                           or death,  the restrictions on the shares shall lapse
                           and the Eligible  Person or his heirs or estate shall
                           be  100%   vested  in  the  shares   subject  to  the
                           Restricted Stock Agreement.

         6.3 STOCK  CERTIFICATE.  Shares of Restricted Stock shall be registered
in the name of the Eligible  Person  receiving  the  Restricted  Stock Award and
deposited, together with a stock power endorsed in blank, with the Company. Each
such certificate shall bear a legend in substantially the following form:

                                       13


                  "The  transferability  of this  certificate  and the shares of
                  Stock  represented  by it is  restricted by and subject to the
                  terms and  conditions  (including  conditions  of  forfeiture)
                  contained in the Fountain  Pharmaceuticals,  Inc.  2002 Equity
                  Incentive  Plan,  and an  agreement  entered  into between the
                  registered  owner  and the  Company.  A copy of the  Plan  and
                  agreement  is on file in the  office of the  Secretary  of the
                  Company."

         6.4 RIGHTS AS  STOCKHOLDER.  Subject to the terms and conditions of the
Plan,  each Eligible Person  receiving a certificate for Restricted  Stock shall
have all the  rights  of a  stockholder  with  respect  to the  shares  of Stock
included in the  Restricted  Stock Award  during any period in which such shares
are subject to  forfeiture  and  restrictions  on  transfer,  including  without
limitation, the right to vote such shares. Dividends paid with respect to shares
of  Restricted  Stock in cash or  property  other than  Stock in the  Company or
rights to acquire  stock in the  Company  shall be paid to the  Eligible  Person
currently.  Dividends paid in Stock in the Company or rights to acquire Stock in
the Company shall be added to and become a part of the Restricted Stock.

         6.5 LAPSE OF  RESTRICTIONS.  At the end of the time period during which
any shares of Restricted  Stock are subject to forfeiture  and  restrictions  on
sale, transfer, alienation, pledge, or other encumbrance, such shares shall vest
and  will  be  delivered  in a  certificate,  free of all  restrictions,  to the
Eligible Person or to the Eligible Person's legal representative, beneficiary or
heir;  provided the certificate shall bear such legend, if any, as the Committee
determines is reasonably  required by applicable law. By accepting a Stock Award
and executing a Restricted Stock Agreement,  the Eligible Person agrees to remit
when due any  federal  and state  income and  employment  taxes  required  to be
withheld.

         6.6  RESTRICTION  PERIOD.  No  Restricted  Stock  Award may provide for
restrictions continuing beyond ten (10) years from the date of grant.


                     ARTICLE VII - PERFORMANCE STOCK AWARDS

         7.1 AWARD OF  PERFORMANCE  STOCK.  The  Committee  may award  shares of
Stock,  without any payment for such shares,  to designated  Eligible Persons if
specified  performance  goals  established by the Committee are  satisfied.  The
terms and  provisions  herein  relating to these  performance  based  awards are
intended  to  satisfy  Section  162(m)  of  the  Code  and  regulations   issued
thereunder.  The designation of an employee eligible for a specific  Performance
Stock Award shall be made by the  Committee in writing prior to the beginning of
the period for which the  performance  is  measured  (or within  such  period as
permitted by IRS regulations).  The Committee shall establish the maximum number
of shares of Stock to be issued to a designated Employee if the performance goal
or goals are met. The Committee reserves the right to make downward  adjustments
in the maximum  amount of an Award if in its discretion  unforeseen  events make
such adjustment appropriate.

                                       14


         7.2 PERFORMANCE  GOALS.  Performance  goals determined by the Committee
may be based on  specified  increases in cash flow,  net  profits,  Stock price,
Company, segment or Affiliate sales, market share, earnings per share, return on
assets, and/or return on stockholders' equity.

         7.3 ELIGIBILITY.  The employees  eligible for Performance  Stock Awards
are  the  senior  officers  (i.e.,  chief  executive  officer,  president,  vice
presidents,  secretary, treasurer, and similar positions) of the Company and its
Affiliates, and such other employees of the Company and its Affiliates as may be
designated by the Committee.

         7.4 CERTIFICATE OF  PERFORMANCE.  The Committee must certify in writing
that a performance  goal has been attained prior to issuance of any  certificate
for a Performance  Stock Award to any Employee.  If the Committee  certifies the
entitlement of an Employee to the Performance  Stock Award, the certificate will
be issued to the Employee as soon as administratively  practicable,  and subject
to other  applicable  provisions of the Plan,  including but not limited to, all
legal requirements and tax withholding.  However,  payment may be made in shares
of  Stock,  in cash,  or partly  in cash and  partly in shares of Stock,  as the
Committee shall decide in its sole discretion. If a cash payment is made in lieu
of shares of Stock,  the number of shares  represented by such payment shall not
be available for subsequent issuance under this Plan.


                        ARTICLE VII - BONUS STOCK AWARDS

         8.1 AWARD OF BONUS STOCK.  The  committee  may award shares of Stock to
Eligible Persons,  without any payment for such shares and without any specified
performance  goals.  The  Committee  reserves  the right to issue such amount of
shares to Eligible Persons as the Committee deems fit.

         8.2 ELIGIBILITY.  The Employees eligible for Bonus Stock Awards are the
senior officers (i.e., chief executive officer,  chief operating officer,  chief
financial officer, president, vice presidents, secretary, treasurer, and similar
positions)  and  consultants of the Company and its  Affiliates,  and such other
employees  of the  Company  and  its  Affiliates  as may  be  designated  by the
Committee.

                           ARTICLE IX - ADMINISTRATION

         The Plan shall be  administered  by the  Committee.  All  questions  of
interpretation  and  application  of the Plan and Awards shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum.  All  determinations  of the  Committee  shall be made by a
majority of its members.  Any decision or  determination  reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by a majority  vote at a meeting  properly  called and held.  This Plan shall be
administered  in such a manner as to permit the Options which are  designated to
be  Incentive  Options to qualify as  Incentive  Options.  In  carrying  out its
authority under this Plan, the Committee shall have full and final authority and

                                       15


discretion,  including  but not  limited  to the  following  rights,  powers and
authorities, to:

         (a)  determine  the  Eligible  Persons to whom and the time or times at
which Options or Awards will be made,

         (b)  determine  the  number of shares and the  purchase  price of Stock
covered in each Option or Award, subject to the terms of the Plan,

         (c) determine the terms,  provisions  and conditions of each Option and
Award, which need not be identical,

         (d) accelerate the time at which any  outstanding  Option or SAR may be
exercised, or Restricted Stock Award will vest,

         (e)  define  the  effect,  if any,  on an Option or Award of the death,
disability, retirement, or termination of employment of the Employee,

         (f)  prescribe,  amend and rescind  rules and  regulations  relating to
administration of the Plan, and

         (g) make all other  determinations  and take all other  actions  deemed
necessary, appropriate, or advisable for the proper administration of this Plan.

         The actions of the Committee in exercising  all of the rights,  powers,
and  authorities  set out in this  Article and all other  Articles of this Plan,
when  performed  in  good  faith  and in its  sole  judgment,  shall  be  final,
conclusive and binding on all parties.


                  ARTICLE X - AMENDMENT OR TERMINATION OF PLAN

         The Board of Directors  of the Company may amend,  terminate or suspend
this Plan at any time, in its sole and absolute discretion;  provided,  however,
that to the extent  required to qualify  this Plan under Rule 16b-3  promulgated
under  Section  16 of the  Securities  Exchange  Act of  1934,  as  amended,  no
amendment that would (a) materially  increase the number of shares of Stock that
may be issued under this Plan,  (b)  materially  modify the  requirements  as to
eligibility for participation in this Plan, or (c) otherwise materially increase
the benefits accruing to participants under this Plan, shall be made without the
approval of the Company's stockholders;  provided further,  however, that to the
extent  required to maintain the status of any Incentive  Option under the Code,
no amendment that would (a) change the aggregate number of shares of Stock which
may be issued  under  Incentive  Options,  (b)  change  the  class of  employees
eligible to receive  Incentive  Options,  or (c)  decrease  the Option price for
Incentive  Options  below the Fair  Market  Value of the Stock at the time it is
granted,  shall be made  without  the  approval of the  Company's  stockholders.
Subject to the preceding  sentence,  the Board of Directors shall have the power
to make  any  changes  in the  Plan and in the  regulations  and  administrative
provisions under it or in any outstanding  Incentive Option as in the opinion of

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counsel for the Company may be  necessary  or  appropriate  from time to time to
enable any Incentive Option granted under this Plan to continue to qualify as an
incentive  stock option or such other stock  option as may be defined  under the
Code so as to receive preferential federal income tax treatment.


                           ARTICLE XI - MISCELLANEOUS

         11.1 NO  ESTABLISHMENT  OF A TRUST FUND. No property shall be set aside
nor shall a trust  fund of any kind be  established  to secure the rights of any
Eligible  Person under this Plan.  All Eligible  Persons shall at all times rely
solely  upon the  general  credit of the  Company for the payment of any benefit
which becomes payable under this Plan.

         11.2 NO  EMPLOYMENT  OBLIGATION.  The  granting  of any Option or Award
shall not constitute an employment contract, express or implied, nor impose upon
the Company or any Affiliate any  obligation to employ or continue to employ any
Eligible  Person.  The right of the Company or any  Affiliate to  terminate  the
employment  of any person shall not be  diminished  or affected by reason of the
fact that an Option or Award has been granted to him.

         11.3 FORFEITURE.  Notwithstanding any other provisions of this Plan, if
the  Committee  finds by a majority vote after full  consideration  of the facts
that an Eligible Person,  before or after termination of his employment with the
Company  or an  Affiliate  for any  reason  (a)  committed  or engaged in fraud,
embezzlement,  theft, commission of a felony, or proven dishonesty in the course
of his  employment  by the Company or an Affiliate,  which  conduct  damaged the
Company or Affiliate, or disclosed trade secrets of the Company or an Affiliate,
or (b) participated,  engaged in or had a material, financial or other interest,
whether as an employee, officer, director, consultant, contractor,  stockholder,
owner,  or otherwise,  in any commercial  endeavor in the United States which is
competitive with the business of the Company or an Affiliate without the written
consent of the Company or  Affiliate,  the  Eligible  Person  shall  forfeit all
outstanding  Options and all  outstanding  Awards,  and  including all exercised
Options and other situations pursuant to which the Company has not yet delivered
a stock certificate. Clause (b) shall not be deemed to have been violated solely
by reason of the  Eligible  Person's  ownership  of stock or  securities  of any
publicly  owned  corporation,  if that  ownership  does not result in  effective
control of the corporation.

         The  decision  of  the  Committee  as to  the  cause  of an  Employee's
discharge,  the damage done to the Company or an Affiliate, and the extent of an
Eligible  Person's  competitive  activity  shall be final.  No  decision  of the
Committee,  however,  shall affect the finality of the discharge of the Employee
by the Company or an Affiliate in any manner.

         11.4 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to
deduct from other compensation payable to each Eligible Person any sums required
by federal,  state, or local tax law to be withheld with respect to the grant or
exercise of an Option or SAR,  lapse of  restrictions  on Restricted  Stock,  or
award of  Performance  Stock.  In the  alternative,  the Company may require the
Eligible  Person (or other person  exercising  the Option,  SAR or receiving the
Stock) to pay the sum  directly to the  employer  corporation.  If the  Eligible
Person (or other person  exercising the Option or SAR or receiving the Stock) is
required to pay the sum  directly,  payment in cash or by check of such sums for

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taxes shall be  delivered  within 10 days after the date of exercise or lapse of
restrictions.  The Company shall have no obligation  upon exercise of any Option
or lapse of  restrictions  on Stock  until  payment  has been  received,  unless
withholding  (or offset  against a cash  payment)  as of or prior to the date of
exercise  or lapse of  restrictions  is  sufficient  to cover  all sums due with
respect to that exercise.  The Company and its Affiliates shall not be obligated
to advise an Eligible Person of the existence of the tax or the amount which the
employer corporation will be required to withhold.

         11.5  WRITTEN  AGREEMENT.  Each Option and Award shall be embodied in a
written  agreement  which shall be subject to the terms and  conditions  of this
Plan and shall be signed by the Eligible Person and by a member of the Committee
on behalf of the  Committee  and the  Company  or an  executive  officer  of the
Company, other than the Eligible Person, on behalf of the Company. The agreement
may contain any other provisions that the Committee in its discretion shall deem
advisable which are not inconsistent with the terms of this Plan.

         11.6 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS.  With
respect to administration of this Plan, the Company shall indemnify each present
and future member of the Committee and the Board of Directors against,  and each
member of the  Committee  and the Board of Directors  shall be entitled  without
further  act on his  part to  indemnity  from  the  Company  for,  all  expenses
(including  attorney's  fees, the amount of judgments and the amount of approved
settlements  made with a view to the  curtailment of costs of litigation,  other
than  amounts  paid  to  the  Company  itself)  reasonably  incurred  by  him in
connection  with or arising out of any action,  suit,  or proceeding in which he
may be involved by reason of his being or having been a member of the  Committee
and/or the Board of Directors, whether or not he continues to be a member of the
Committee  and/or the Board of Directors at the time of incurring  the expenses,
including, without limitation,  matters as to which he shall be finally adjudged
in any action,  suit or proceeding to have been found to have been  negligent in
the  performance  of his  duty as a  member  of the  Committee  or the  Board of
Directors.  However,  this indemnity shall not include any expenses  incurred by
any member of the Committee  and/or the Board of Directors in respect of matters
as to which he shall be finally  adjudged in any action,  suit or  proceeding to
have been guilty of gross negligence or willful misconduct in the performance of
his duty as a member of the Committee  and the Board of Directors.  In addition,
no right of indemnification under this Plan shall be available to or enforceable
by any member of the Committee and the Board of Directors unless, within 60 days
after institution of any action,  suit or proceeding,  he shall have offered the
Company,  in  writing,  the  opportunity  to handle and  defend  same at its own
expense.  This right of indemnification shall inure to the benefit of the heirs,
executors or  administrators  of each member of the  Committee  and the Board of
Directors  and shall be in addition to all other rights to which a member of the
Committee  and the  Board of  Directors  may be  entitled  as a  matter  of law,
contract, or otherwise.

         11.7 GENDER. If the context requires,  words of one gender when used in
this Plan shall  include  the others  and words used in the  singular  or plural
shall include the other.

         11.8  HEADINGS.  Headings of Articles  and  Sections  are  included for
convenience of reference  only and do not constitute  part of the Plan and shall
not be used in construing the terms of the Plan.

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         11.9 OTHER  COMPENSATION  PLANS.  The  adoption  of this Plan shall not
affect any other stock option,  incentive or other compensation or benefit plans
in effect for the  Company or any  Affiliate,  nor shall the Plan  preclude  the
Company from establishing any other forms of incentive or other compensation for
employees of the Company or any Affiliate.

         11.10  OTHER  OPTIONS OR AWARDS.  The grant of an Option or Award shall
not confer  upon the  Eligible  Person the right to receive  any future or other
Options  or Awards  under this  Plan,  whether  or not  Options or Awards may be
granted to similarly  situated Eligible Persons,  or the right to receive future
Options or Awards upon the same terms or conditions as previously granted.

         11.11  GOVERNING  LAW. The  provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Delaware.

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