EXHIBIT 10.22

LECTEC CORPORATION 1989 STOCK OPTION PLAN

SECTION 1. ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE OF PLAN.

1.1 Establishment. LecTec Corporation, a Minnesota corporation, hereby
establishes the "LECTEC CORPORATION 1989 STOCK OPTION PLAN" (the "Plan") for key
employees. The Plan permits the grant of stock options which do not qualify as
incentive stock options within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"), and Stock Indemnification Rights.

1.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by encouraging and providing for the acquisition of
an equity interest in the success of the Company by key employees, by providing
additional incentives and motivation toward superior performance of the Company,
and by enabling the Company to attract and retain the services of key employees
upon whose judgment, interest, and special effort the successful conduct of its
operations is largely dependent.

1.3 Effective Date. The Plan shall become effective immediately upon
adoption by the Board of the Company and shall be subject to ratification by the
shareholders of the Company. Any Award made prior to shareholder ratification
shall be subject to such ratification.

SECTION 2. DEFINITIONS.

2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:

(a) "Award" means any Option and/or Stock Indemnification Right
under this Plan.

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

(c) "Committee" means the committee appointed by the Board
pursuant to Section 4.1. The Board shall have the sole
continuing authority to appoint members of the Committee both
in substitution for members appointed and to fill vacancies,
however caused.

(d) "Company" means LecTec Corporation, a Minnesota
corporation.

(e) "Disability" means disability as defined in Section
22(e)(3) of the Code.

(f) "Employee" means a salaried employee (including directors
who are also employees) of the Company or its domestic or
international Subsidiaries or any branch or division thereof.

(g) "Fair Market Value" of the stock means (i) the closing
price of the Stock as reported for composite transactions, if
the Stock is then traded on a national securities exchange,
(ii) the last sale price if the Stock is then quoted on the
NASDAQ National Market System or (iii) the average of the
closing representative bid and asked prices of the Stock as
reported on NASDAQ on the date as of which fair market value is
being determined. If on the date of grant of any option granted
under the Plan, the Stock is not publicly traded, the Committee
shall make a good faith attempt to satisfy the option price
requirement and in connection therewith shall take such action
as it deems necessary or advisable.

(h) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of the Plan,
Option means an option that does not qualify as an Incentive
Stock Option within the meaning of Section 422A of the Code.

(i) "Participant" means any Employee designated by the Board to
participate in the Plan.

(j) "Retirement" (including "Early Retirement" and "Normal
Retirement") means termination of employment under the terms of
the LecTec Corporation Retirement Plan.

(k) "Stock" means the Common Stock of the Company.

(l) "Stock Indemnification Right" and "SIR" mean the right to
receive a payment from the Company equal to the decline in
value of a specified number of shares of Stock acquired upon
exercise of a related Option hereunder and sold during a
specified period of time.

(m) "Subsidiary" means any entity of which, at the time such
Subsidiary status is to be determined, more than 50% of the
combined voting power of such entity is directly or indirectly
owned by the Company.

2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

SECTION 3. ELIGIBILITY AND PARTICIPATION

3.1 Eligibility and Participation. Participants in the Plan shall be
selected by the Committee from among Employees who, in the opinion of the Board,
are key employees.

SECTION 4. ADMINISTRATION.

4.1 Administration. The Committee shall be responsible for the general
administration of the Plan. The Committee shall consist of three or more
persons, none all of whom shall be "disinterested persons" with respect to the
Plan within the meaning of Rule 16b-3(d) (3) under the Securities Exchange Act
of 1934, as amended. The members of the Committee shall not be eligible to
receive options under the Plan. The members of the Committee shall be appointed
by and serve at the pleasure of the Board. The authority to grant Awards shall
be vested in the Committee. Subject to the provisions of the Plan, the
Committee, from time to time, shall determine the individuals to whom and the
time or times at which an Award shall be granted, and the number of shares to be
subject to each Option or SIR, the Option price per share, the period of each
Option, and the other terms and provisions of Awards, which may or may not be
identical. The Committee may also interpret the Plan, prescribe, amend and
rescind rules and regulations relating to the Plan, and make all other
determinations necessary or advisable for the administration of the Plan. The
determinations of the Committee shall be made in accordance with its judgment as
to the best interests of the Company and its shareholders and in accordance with
the purpose of the Plan. The Committee's determination shall be in all cases
conclusive. A majority of the members of the Committee shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members. Any determination of the Committee may be made, without notice or
meeting, and may be evidenced by a writing signed by a majority of the Committee
members.

SECTION 5. STOCK SUBJECT TO THE PLAN.

5.1 Number. The total number of shares of Stock subject to Options
under the Plan may not exceed 200,000 subject to adjustment upon occurrence of
any of the events indicated in Section 5.3. The shares to be delivered under the
Plan may consist, in whole or in part, of authorized but unissued Stock or
treasury Stock, not reserved for any other purpose.

5.2 Lapsed Options. If any Option granted under the Plan terminates,
expires or lapses for any reason, any shares subject to such Option again shall
be available for the grant of an Option.

5.3 Adjustment in Capitalization. If there shall be any change in the
Stock through merger, consolidation, reorganization, recapitalization, stock
dividend (of whatever amount), stock split or other change in the corporate
structure, appropriate adjustments in the Plan and outstanding options and SIRs
shall be made by the Committee. In the event of any such changes, adjustments
shall include, where appropriate, changes in the aggregate number of shares
subject to the Plan, the number of shares and the price per share subject to
outstanding Options and SIRs, in order to prevent dilution or enlargement of
Option or SIR rights.

SECTION 6. DURATION OF PLAN



6.1 Duration of Plan. The Plan shall remain in effect, subject to the
Board's right to earlier terminate the Plan pursuant to Section 11.2 hereof,
until all Stock subject to it shall have been purchased or acquired pursuant to
the provisions hereof. Notwithstanding the foregoing, no Award may be granted
under the Plan on or after the tenth (10th) anniversary of the Plan's effective
date.

SECTION 7. STOCK OPTIONS.

7.1 Grant of Options. Subject to the provisions of Sections 5 and 6,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Options granted to each Participant.

7.2 Option Agreement. Each Option shall be evidenced by an Option
agreement that shall specify the Option price, the duration of the Option, the
number of shares of Stock to which the Option pertains, and such other
provisions as the Committee shall determine.

7.3 Option Price. Options granted pursuant to the Plan shall have an
Option price that is equal to the Fair Market Value of the Stock on the date the
Option is granted.

7.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time it is granted.

7.5 Exercise of Option. Options granted under the Plan shall be
exercisable in whole or in part at such times and be subject to such
restrictions and conditions as the Committee shall in each instance approve,
which need not be the same for all Participants, by the delivery of written
notice of exercise to the Company.

7.6 Payment. Except as allowed in the next sentence, payment in full,
in cash or other means satisfactory to the Committee, shall be made for all
Stock purchased at the time written notice of exercise of an option is given to
the Company. The Committee may, in its sole discretion, allow the Optionee, at
the time an Option is exercised, to pay the total purchase price of the Stock,
or any portion thereof, by means of transfer from the Optionee to the Company of
previously acquired shares of the Company's common stock having a then current
aggregate Fair Market Value, determined as of the close of business on the day
preceding the transfer, equal to such total purchase price, or any portion
thereof, or by a combination of cash and such previously acquired shares of the
Company's Stock. Shares of Stock owned through employee benefit plans of the
Company may be used if no adverse tax consequence to either the Participant or
the Company would result.

7.7 Restrictions on Stock Transferability. The Board shall impose such
restrictions on any shares of Stock acquired pursuant to the exercise of an
option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.

7.8 Termination of Employment Due to Death, Disability, or Retirement.
In the event the employment of a Participant is terminated by reason of death,
Disability, or Retirement, any outstanding Options then exercisable may be
exercised at any time prior to the expiration date of the Options or within
twelve (12) months after such date of termination of employment, whichever
period is the shorter, except in the case of Retirement or Disability, a three
(3) year period shall be substituted for the twelve (12) month period.

7.9 Termination of Employment Other than for Death, Disability, or
Retirement. Except as otherwise set forth in the Option agreement, if the
employment of the Participant shall terminate for any reason other than death,
Disability, Retirement, or involuntarily for cause, the rights under any then
outstanding Option granted pursuant to the Plan shall terminate upon the
expiration date of the Option or three months after such date of termination of
employment, whichever first occurs. Where termination of employment is
involuntary for cause, rights under all Options shall terminate immediately upon
termination of employment.

7.10 Nontransferability of Options. No Option granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and


distribution. Further, all Options granted to a Participant under the Plan shall
be exercisable during his lifetime only by such Participant.

7.11 Optionee Transfer or Leave of Absence. For Plan purposes:

(a) A transfer of an Optionee from the Company to a Subsidiary
or vice versa, or from one Subsidiary to another; or

(b) A leave of absence, duly authorized by the Company: shall
not be deemed a termination of employment.

SECTION 8. STOCK INDEMNIFICATION RIGHTS.

8.1 Grant of Stock Indemnification Rights. Stock Indemnification
Rights may be granted to Participants at any time and from time to time as shall
be determined by the Committee. SIRs may be granted only to persons on whom the
Company or the Securities and Exchange Commission places a holding period
restriction on Stock acquired upon the exercise of an Option, and shall be
granted only in connection with Options, including already existing Options.

8.2 Term of SIR. Except as provided in Section 8.3 hereof, the term of
an SIR shall begin on the date the related Option is exercised, and shall end on
the last day of the seventh calendar month following such exercise date.

8.3 Lapse of SIRs. In the event that a holding period restriction shall
no longer be applicable to a Participant, any SIR granted to such Participant
shall lapse 30 days after the receipt of notice by the Participant from the
Company of such fact. Notwithstanding anything contained herein to the contrary,
in the event that a Participant holding an SIR dies within six months of his
exercise of a related Option, the SIR shall expire, and the SIR shall lapse, on
the earlier of (i) a date that is 30 days after the Participant's executor or
personal representative is duly appointed and qualified or (ii) the last day of
the seventh calendar month after the date such Option was exercised.

8.4 Payment of SIRs. Upon the sale of Stock acquired by exercise of an
Option accompanied by an SIR at any time during the seventh calendar month
following the date such Option is exercised, the Company shall make a payment to
the holder of the SIR equal to the difference between (a) the Fair Market Value
on the date of exercise of each share of Stock acquired upon exercise of the
Option accompanied by the SIR and (b) the Fair Market Value on the date of sale
of each share of the Stock acquired upon exercise of the Option, sold by the
Participant during the seventh month of the period, if the Fair Market Value of
the Stock sold is less than the Fair Market Value of the Stock subject to the
Option on the date such Option is exercised.

8.5 Termination of Employment. Termination of employment shall not
affect the payment of an SIR, except as provided in Section 8.3 with respect to
lapse of an SIR. If recipient dies before receiving payment, any payout due will
be paid to the recipient's designated beneficiary or, in the absence thereof, to
the recipient's estate.

8.6 Form and Timing of Payment. Payment of an SIR shall be made as soon
as practicable after notice by the Participant to the Company of the sale, in
cash.

8.7 Nontransferability of SIRs. No SIR granted under the Plan may be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

8.8 SIR Agreement. Each SIR shall be evidenced by an SIR agreement
(which may be included in any agreement with respect to a related Option)
specifying the Option to which the SIR relates and containing such other
provisions as the Committee shall determine.

SECTION 9. BENEFICIARY DESIGNATION.

9.1 Beneficiary Designation. Each Participant under the Plan may name,
from time to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his death before he receives any or all of such benefit. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only when filed by
the Participant in writing with the Committee during his lifetime. In the
absence of any such designation, benefits remaining unpaid at the Participant's
death shall be paid to his estate.


SECTION 10. RIGHTS OF EMPLOYEES.

10.1 Employment. Nothing in the Plan or in any Option Agreement shall
interfere with or limit in any way the right of the Company or any of its
Subsidiaries to terminate any Employee's employment at any time, nor confer on
any Employee any right to continue in the employ of the Company or any of its
Subsidiaries.

10.2 Participation. No Employee shall have a right to be selected as a
Participant, or, having been so selected, to be selected again as a Participant.


SECTION 11. MISCELLANEOUS.

11.1 Securities Matters. The exercise of an Option shall only be
effective at such time as counsel to the Company shall have determined that the
issuance and delivery of Stock pursuant to such exercise will not violate any
state or federal securities or other laws. The Optionee desiring to exercise an
Option may be required by the Company, as a condition of the effectiveness of
any exercise of Option, to agree in writing that all shares of Stock to be
acquired pursuant to such exercise shall be held for his or her own account
without a view to any further distribution thereof, that the certificates for
such shares shall bear an appropriate legend to that effect and that such shares
will not be transferred or disposed of except in compliance with applicable
federal and state laws. The Company may, in its sole discretion, defer the
effectiveness of any exercise of an Option in order to allow the issuance of
Stock pursuant thereto to be made pursuant to registration or an exemption from
registration or other methods for compliance available under the federal or
state securities laws. The Company shall inform the Optionee in writing of its
decision to defer the effectiveness of the exercise of an Option. During the
period that the effectiveness of the exercise of an option has been deferred,
the Optionee may, by written notice, withdraw such exercise and obtain the
refund of any amount paid with respect thereto. The Company shall be under no
obligation to effect the registration pursuant to the Securities Act of 1933 of
any Stock to be issued hereunder or to effect similar compliance under any state
laws.

11.2 Amendment, Modification, and Termination of Plan. The Board at any
time may terminate, and from time to time may amend or modify the Plan. No
amendment, modification, or termination of the Plan shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
consent of the Participant.

11.3 Status of Option. In no event shall Options granted hereunder be
deemed to be Incentive Stock Options meeting the requirements of Section 422A of
the Code.


SECTION 12. TAX WITHHOLDING.

12.1 Tax Withholding. The Company shall have the power to withhold from
compensation and other amounts owing to a Participant, or require a Participant
to remit to the company, an amount sufficient to satisfy federal, state, and
local withholding tax requirements on any Award under the Plan.

12.2 Use of Stock for Tax Withholding. In order to assist Participants
in paying federal and state income taxes required to be withheld upon the
exercise of an Option, the Committee, in its discretion and subject to such
additional terms and conditions as it may adopt, may permit the Participant to
elect to satisfy such income tax withholding obligation by having the Company
withhold a portion of the Stock otherwise to be delivered upon exercise of such
Option with a fair market value equal to the taxes required to be withheld. If a
Participant makes an election to use Stock to pay income tax withholding
obligations and the Participant's tax date is deferred for six months from the
date of exercise of the Option, the optionee will initially receive the full
amount of shares, but will be unconditionally obligated to surrender to the
Company on the tax date the proper number of shares to satisfy the withholding
obligation, plus cash for any remainder of the withholding obligation, including
any fractional share withholding amount. Participants who are "officers" or
"directors" of the Company, as those terms are used in Section 16(b) of the
Securities Exchange Act of 1934, as amended ("Section 16(b)"), may only elect to
use Stock to satisfy income tax withholding obligations in compliance with the
rules established by the Committee to comply with Section 16(b).

SECTION 13. REQUIREMENTS OF LAW.




13.1 Requirements of Law. The granting of Awards and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

13.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Minnesota.






AMENDMENT 1

LecTec Corporation, during a meeting of its Board of Directors on
February 26, 1991, approved a resolution to increase the number of shares
available for issue to 300,000 from 200,000 as originally stated in Section 5.1
of the 1989 Stock Option Plan.

The Company then proposed and received Shareholder approval for this
Amendment during the Regular Shareholders' Meeting convened on November 26,
1991.

AMENDMENT 2

LecTec Corporation, during a meeting of its Board of Directors on May
7, 1993, approved a resolution to amend Paragraph 7.8 of Section 7 of the LecTec
1989 Stock Option Plan as follows:

"Termination of employment due to death, disability or retirement. In
the event the employment of a participant is terminated by reason of
death, disability or retirement, any outstanding options [Note: the
words 'then exercisable' have been removed] may be exercised at any
time prior to the expiration date of the options or within twelve (12)
months after such date of termination of employment, whichever is
shorter, except in the case of Retirement or Disability, a three (3)
year period shall be substituted for the twelve (12) month period."

The Company then proposed and received Shareholder approval for this
Amendment during the Regular Shareholders' Meeting convened on November 19,
1993.

AMENDMENT 3

LecTec Corporation, during a meeting of its Board of Directors on July
23, 1993, approved a resolution to increase the number of shares available for
issue to 500,000 from 300,000 as previously stated in AMENDMENT 1 of the 1989
LecTec Stock Option Plan.

The Company then proposed and received Shareholder approval for this
Amendment during the Regular Shareholders' Meeting convened on November 19,
1993.

AMENDMENT 4

LecTec Corporation, during a meeting of its Board of Directors on March
15, 1996, approved a resolution to increase the number of shares available for
issue to 800,000 from 500,000 as previously stated in AMENDMENT 3 of the 1989
LecTec Corporation Stock Option Plan.

The Company then proposed and received Shareholder approval for this
Amendment during the Regular Shareholders' Meeting convened on November 18,
1996.

AMENDMENT 5

LecTec Corporation, during a meeting of its Board of Directors on March
15, 1996, approved a resolution to amend Paragraph 7.10 of Section 7 of the
LecTec Corporation 1989 Stock Option Plan as follows:

"Nontransferability of Options. No option granted under the Plan may be
sold, pledged, or otherwise alienated or hypothecated, otherwise than by will or
by the laws of descent and distribution, excepting the transfer or assignment of
fully vested and exercisable options for gifting purposes."

The Company then proposed and received Shareholder approval for this
amendment during the Regular Shareholders' Meeting convened on November 18,
1996.