EXHIBIT 10.23

LECTEC CORPORATION 1991 DIRECTORS' 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 1991 DIRECTORS' STOCK OPTION PLAN" (the
"Directors' Plan") for LecTec's Board of Directors who are not full time or part
time employees of the company. The Directors' 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 Directors' 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
Non-Employee Directors, by providing additional incentives and motivation toward
superior performance of the Company, and by enabling the Company to attract and
retain the services of Non-Employee Directors upon whose judgment, interest, and
special effort the successful conduct of its operations is dependent.

1.3 Effective Date. The Directors' 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 Directors' 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) "Non-Employee Directors" means a Director of the Company
who is not a full-time employee 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 Directors' 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 Directors'
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 Non -Employee Director designated
by the Committee to participate in the Directors' Plan.

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


(k) "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.

(i) "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 Directors' 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 Directors' Plan
shall be selected by the Committee from among Non-Employee Directors.


SECTION 4. ADMINISTRATION.

4.1 Administration. The Committee shall be responsible for the general
administration of the Directors' Plan. The Committee shall consist of three or
more persons, all of whom shall be "disinterested persons" with respect to the
Directors' 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 Directors' 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 Directors' 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 Directors' Plan, prescribe, amend and rescind rules and
regulations relating to the Directors' Plan, and make all other determinations
necessary or advisable for the administration of the Directors' 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 Directors' 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 DIRECTORS' PLAN.

5.1 Number. The total number of shares of Stock subject to Options
under the Directors' Plan may not exceed 50,000 subject to adjustment upon
occurrence of any of the events indicated in Section 5.3. The shares to be
delivered under the Directors' 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 Directors' Plan
terminates, expires or lapses for any reason, any shares subject to such Option
again shall be available for the grant of any 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 Directors' 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 Directors' 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 DIRECTORS' PLAN.

6.1 Duration of Directors' Plan. The Directors' Plan shall remain in
effect, subject to the Board's right to earlier terminate the Directors' 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 Directors' Plan on or after the
tenth (10th) anniversary of the Directors' 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 Directors' 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 Directors' 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 Committee may impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Directors' 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 Directorship. A Participant's rights hereunder or
under any outstanding Option, shall not terminate because that Participant
ceases to be a Director.

7.9 Nontransferabilitv of Options. No Option granted under the
Directors' 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 Directors'
Plan shall be exercisable during his lifetime only by such participant.

SECTION 8. STOCK INDEMNIFICATION RIGHT.

8.1 Grant of Stock Indemnification Right. 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 Participants 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 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.

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

8.7 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 Directors' Plan
may name, from time to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Directors' 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 DIRECTORS.

10.1 Service on Board. Nothing in the Directors' 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 Director's service on the Board at any
time, nor confer on any Director any right to service on the Board of the
Company or any of its Subsidiaries.

10.2 Participation. No Director 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-end 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 Directors' Plan. The
Board at any time may terminate, and from time to time may amend or modify the
Directors' Plan. No amendment, modification, or termination of the Directors'
Plan shall in any manner adversely affect any Award theretofore granted under
the Directors' 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 Director fees 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 Directors'
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 Participants 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 Directors' 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 100,000 from 50,000 as originally stated in Section 5.1 of the 1991
Directors' Stock Option Plan.

AMENDMENT 2


LecTec Corporation, during a meeting of its Board of Directors on March
15, 1996, approved a resolution to amend Paragraph 7.9 of Section 7 of the
LecTec Corporation 1991 Directors' Stock Option Plan as follows:

"Nontransferability of Options. No option granted under the Directors'
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.