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                                                                    Exhibit 10.3

                                     TEKELEC
                             1994 STOCK OPTION PLAN


        1. Section 3. Section 3 of the Tekelec 1994 Stock Option Plan is hereby
amended to read in its entirety as follows:

        "3. SHARES RESERVED.

                The maximum aggregate number of Shares reserved for issuance
        pursuant to the Plan shall be Nineteen Million (19,000,000) Shares or
        the number of shares of stock to which such Shares shall be adjusted as
        provided in Section 10 of the Plan. Such number of Shares may be set
        aside out of authorized but unissued Shares not reserved for any other
        purpose, or out of issued Shares acquired for and held in the treasury
        of the Company from time to time.

                Shares subject to, but not sold or issued under, any Option
        terminating, expiring or canceled for any reason prior to its exercise
        in full, shall again become available for Options thereafter granted
        under the Plan, and the same shall not be deemed an increase in the
        number of Shares reserved for issuance under the Plan."

        2. Section 7.e. Section 7.e. of the 1994 Stock Option Plan is hereby
amended to read in its entirety as follows:

                "Termination of Eligibility. If an Optionee ceases to serve as
        an Employee for any reason other than death or permanent and total
        disability (within the meaning of Section 22(e)(3) of the Code) and
        thereby terminates his or her Continuous Status as an Employee, he or
        she may, but only within three (3) months following the date he or she
        ceases his or her Continuous Status as an Employee (subject to any
        earlier termination of the Option as provided by its terms), exercise
        his or her Option to the extent that he or she was entitled to exercise
        it at the date of such termination. To the extent that he or she was not
        entitled to exercise the Option at the date of such termination, or if
        he or she does not exercise such Option (which he or she was entitled to
        exercise) within the time specified herein, the Option shall terminate.
        Notwithstanding anything to the contrary herein, the Committee may at
        any time and from time to time prior to the termination of an Option,
        with the consent of the Optionee, extend the period of time during


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        which the Optionee may exercise his or her Option following the date he
        or she ceases his or her Continuous Status as an Employee; provided,
        however, that the maximum period of time during which an Option shall be
        exercisable following the date on which an Optionee terminates his or
        her Continuous Status as an Employee shall not exceed an aggregate of
        one (1) year, that the Option shall not be, or as a result of such
        extension become, exercisable after the expiration of the term of such
        Option as set forth in the Option Agreement and, notwithstanding any
        extension of time during which the Option may be exercised, that such
        Option, unless otherwise amended by the Committee, shall only be
        exercisable to the extent the Optionee was entitled to exercise it on
        the date he or she ceased his or her Continuous Status as an Employee."


Dated:  March 19, 1999