1998 Employee Stock Purchase Plan - Bio-Technology General Corp.


                         BIO-TECHNOLOGY GENERAL CORP.
                       1998 EMPLOYEE STOCK PURCHASE PLAN


1.    PURPOSE

      The purpose of this 1998 Employee Stock Purchase Plan (the 'Plan') is to
provide employees of Bio-Technology General Corp. (the 'Company') and its
subsidiaries who wish to become stockholders of the Company an opportunity to
purchase shares of Common Stock of the Company (the 'Shares'). The Plan is
intended to qualify as an 'employee stock purchase plan' within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended (the 'Code').

2.    ELIGIBLE EMPLOYEES

      Subject to the provisions of Sections 7, 8 and 9 below, any individual who
is in the full-time employment of the Company or any subsidiary (as defined in
Section 424(f) of the Code) of the Company on the day on which a Grant Date (as
defined in Section 3 below) occurs is eligible to participate in an offering of
Shares made by the Company hereunder. Full-time employment shall mean customary
employment by the Company or any subsidiary for:

      (a)  20 hours or more per week; and

      (b) more than five months in the calendar year.

3.    GRANT DATES

      From time to time, the Board of Directors may fix a date (a 'Grant Date')
or a series of dates (each of which is a 'Grant Date') on which the Company will
grant rights to purchase Shares ('Rights') to employees eligible to participate.

4.    PRICES

      The purchase price per Share for Shares covered by a grant of Rights
hereunder shall be determined by the Board of Directors on or prior to the Grant
Date, but in no event shall be less than the lesser of:

            (a) eighty-five percent (85%) of the fair market value of a Share on
      the Grant Date; or

            (b) eighty-five percent (85%) of the fair market value of a Share on
      the date such Right is exercised as to that Share.

      For purposes of the Plan, the term 'fair market value' on any date means:







            (a) the closing price (on that date) of the Common Stock on the
      principal national securities exchange on which the Common Stock is
      traded, if the Common Stock is then traded on a national securities
      exchange;

            (b) the last reported sale price (on that date) of the Common Stock
      on the Nasdaq National Market or SmallCap Market, if the Common Stock is
      then traded on one of such markets; or

            (c) the average of the closing bid and asked prices last quoted (on
      that date) by an established quotation service for over-the-counter
      securities, if the Common Stock is not reported on a national securities
      exchange, the Nasdaq National Market or the Nasdaq SmallCap market.

5.    EXERCISE OF RIGHTS AND METHOD OF PAYMENT

      (a) Rights granted under the Plan will be exercisable on specific dates as
determined by the Board of Directors.

      (b) The method of payment for Shares purchased upon exercise of Rights
granted hereunder shall be through regular payroll deductions or by lump sum
cash payment, or both, as determined by the Board of Directors. No interest
shall be paid upon payroll deductions or other payments in exercise of Rights
unless specifically provided for by the Board of Directors.

6.    TERMS OF RIGHTS

      Rights granted hereunder shall be exercisable during a twenty-seven (27)
month period beginning on the Grant Date or such shorter period as determined by
the Board of Directors. All Rights granted to an employee shall terminate upon
termination of employment of the employee. Any amounts received or withheld by
the Company from or on behalf of a participating employee with respect to a
Right granted hereunder and not utilized for the purchase of Shares upon
exercise of such Right shall be promptly returned to such employee by the
Company after termination of such Right, except that amounts that were not so
utilized because such amounts were insufficient to purchase a whole Share may be
applied toward the purchase of Shares pursuant to a Right subsequently granted
hereunder, if any.

7.    SHARES SUBJECT TO THE PLAN

      No more than three million (3,000,000) Shares may be sold pursuant to
Rights granted under the Plan. Appropriate adjustments in the above figure, in
the number of Shares covered by outstanding Rights granted hereunder, in the
exercise price of the Rights and in the maximum number of Shares which an
employee may purchase (pursuant to Section 9 below) shall be made to give effect
to any mergers, consolidations, reorganizations, recapitalizations, stock
splits, stock dividends or other relevant changes in the capitalization of the
Company occurring after the effective date of the Plan, provided that no
fractional Shares shall be subject to a Right and each Right shall be adjusted
downward to the nearest full Share. Any agreement of merger or consolidation
will include provisions for protection of the then existing Rights of

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participating employees under the Plan. Either authorized and unissued Shares or
issued Shares heretofore or hereafter reacquired by the Company may be made
subject to Rights under the Plan. If for any reason any Right under the Plan
terminates in whole or in part, Shares subject to such terminated Right may
again be subject to a Right under the Plan.

8.    LIMITATIONS ON GRANTS

      Anything to the contrary notwithstanding, pursuant to Section 423 of the
Code:

            (a) No employee shall be granted a Right hereunder if such employee,
      immediately after the Right is granted, owns stock possessing five percent
      (5%) or more of the total combined voting power or value of all classes of
      stock of the Company or any subsidiary, in each case computed in
      accordance with Section 423(b)(3) and 424(d) of the Code.

            (b) No employee shall be granted a Right which permits his Rights to
      purchase Shares under all employee stock purchase plans of the Company and
      its subsidiaries to accrue at a rate which exceeds twenty-five thousand
      dollars ($25,000) (or such other maximum as may be prescribed from time to
      time by the Code) of fair market value of such Shares (determined at the
      time such Right is granted) for each calendar year in which such Right is
      outstanding at any time, all in accordance with the provisions of Section
      423(b)(8) of the Code.

9.    LIMITS ON PARTICIPATION

      (a) Participation shall be limited to eligible employees who enroll under
the Plan. All participating employees will have the same rights and privileges
under the Plan to the extent required by Section 423(b)(5) of the Code.

      (b) No Right granted to any participating employee shall cover more than
twelve thousand (12,000) Shares.

10.   CANCELLATION OF ELECTION TO PARTICIPATE

      An employee who has elected to participate in the Plan may, unless the
employee has waived this cancellation right at the time of such election in a
manner established by the Administrator (as defined in Section 18), cancel such
election as to all (but not less than all) of the Rights granted by giving
written notice of such cancellation to the Company before the next exercise date
specified by the Board of Directors. Any amounts paid by the employee or
withheld for the purchase of Shares from the employee's compensation through
payroll deductions shall be paid to the employee or to the employee's estate,
without interest.

11.   TERMINATION OF EMPLOYMENT

      Upon termination of employment for any reason, including the death of the
employee, before the date on which an outstanding Right granted under the Plan
is exercisable, such Right shall immediately terminate and amounts paid by the
employee

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or withheld for the purchase of Shares from the employee's compensation through
payroll deductions shall be paid to the employee or to the employee's estate,
without interest.

12.   LIMITS ON SALE OF STOCK PURCHASED UNDER THE PLAN

      The Plan is intended to provide Shares for investment and not for resale.
The Company does not, however, intend to restrict or influence any employee in
the conduct of his or her own affairs. An employee may, therefore, sell Shares
purchased under the Plan at any time the employee chooses, subject to compliance
with any applicable federal or state securities laws; provided, however, that
because of certain federal tax requirements, each employee agrees, by entering
the Plan, promptly to give the Company notice of any such Shares disposed of
within two years after the date of grant of the applicable Right, showing the
number of such Shares disposed of.

13.   EMPLOYEE'S RIGHTS AS STOCKHOLDER

      No participating employee shall have any rights as a stockholder in the
Shares covered by a Right granted hereunder until such Right has been exercised,
full payment has been made for the corresponding Shares and the purchase has
been entered in the records of the Transfer Agent for the Shares.

14.   RIGHTS NOT TRANSFERABLE

      Rights under the Plan are not assignable or transferable by a
participating employee.

15.   AMENDMENTS OR DISCONTINUANCE OF THE PLAN

      The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice; provided, however, that
the then existing Rights of all participating employees shall not be adversely
affected thereby, except that in the case of a participating employee of a
foreign subsidiary of the Company the Plan may be varied to conform with local
laws, and provided further that, subject to the provisions of Section 7 above,
no such amendment to the Plan shall, without the approval of the stockholders of
the Company:

            (a) Increase the total number of Shares which may be offered under
      the Plan; or

            (b) Amend the Plan in any manner which would render Rights granted
      hereunder unqualified for special tax treatment under Section 421 of the
      Code.

16.   EFFECTIVE DATE AND APPROVALS

      The Plan shall become effective as of August 1, 1998. The Company's
obligation to offer, sell or deliver its Shares under the Plan is subject to the
approval of the Company's stockholders and any governmental approval required in
connection with the authorized issuance or sale of such Shares and is further
subject to the

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determination by the Company that all applicable securities laws have been
complied with.

17.   TERM OF THE PLAN

      No Rights may be granted under the Plan after December 31, 2006.

18.   ADMINISTRATION OF THE PLAN

      The Board of Directors or any committee or person(s) to whom it delegates
its authority (the 'Administrator') shall administer, interpret and apply all
provisions of the Plan. The Administrator may waive such provisions of the Plan
as it deems necessary to meet special circumstances not anticipated or covered
expressly by the Plan. Nothing contained in this Section shall be deemed to
authorize the Administrator to alter or administer the provisions of the Plan in
a manner inconsistent with the provisions of Section 423 of the Code.




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