ATLANTIC PHARMACEUTICALS, INC.
                         NOTICE OF GRANT OF STOCK OPTION

                  Notice is hereby  given of the  following  option  grant  (the
"Option") to purchase  shares of the Common  Stock of Atlantic  Pharmaceuticals,
Inc. (the "Corporation"):

                  Optionee:_____________________________________________________

                  Grant Date:___________________________________________________

                  Vesting Commencement Date:____________________________________

                  Exercise Price:  $_____________________  per share

                  Number of Option Shares: ________________________ shares

                  Expiration Date:______________________________________________

                  Type of Option:    ___________ Incentive Stock Option

                                     ___________ Non-Statutory Stock Option

                  Exercise Schedule:  The Option shall become exercisable of one
                  (1) year of Service  measured  from the  Vesting  Commencement
                  Date in four (4)  successive  equal annual  installments  upon
                  Optionee's  completion  of each year of Service  measured from
                  the Vesting  Commencement  Date.  In no event shall the Option
                  become  exercisable  for any  additional  Option  Shares after
                  Optionee's cessation of Service.

                  Optionee  understands  and  agrees  that the Option is granted
subject to and in  accordance  with the terms of the  Atlantic  Pharmaceuticals,
Inc. 1995 Stock Option Plan (the "Plan"). Optionee further agrees to be bound by
the  terms of the Plan and the  terms of the  Option  as set  forth in the Stock
Option Agreement attached hereto as Exhibit A.

                  Optionee hereby acknowledges receipt of a copy of the official
prospectus for the Plan in the form attached  hereto as Exhibit B. A copy of the
Plan  is  available  upon  request  made  to  the  Corporate  Secretary  at  the
Corporation's principal offices.




                  No Employment or Service  Contract.  Nothing in this Notice or
in the attached  Stock Option  Agreement or Plan shall confer upon  Optionee any
right to continue in Service  for any period of specific  duration or  interfere
with or  otherwise  restrict  in any way the rights of the  Corporation  (or any
Parent or  Subsidiary  employing  or retaining  Optionee) or of Optionee,  which
rights are hereby expressly reserved by each, to terminate Optionee's Service at
any time for any reason, with or without cause.

                  Definitions.  All capitalized  terms in this Notice shall have
the  meaning  assigned to them in this Notice or in the  attached  Stock  Option
Agreement.

________________________, 199__
          Date


                                           ATLANTIC PHARMACEUTICALS, INC.


                                           By:    ______________________________

                                           Title: ______________________________


                                           _____________________________________
                                           OPTIONEE

                                           Address: ____________________________

                                           _____________________________________

ATTACHMENTS
Exhibit A - Stock Option Agreement
Exhibit B - Plan Summary and Prospectus


                                       2.




                                    EXHIBIT A

                             STOCK OPTION AGREEMENT







                                    EXHIBIT B

                           PLAN SUMMARY AND PROSPECTUS