As amended

                                                               November 15, 1996





                              MACROCHEM CORPORATION

                           1994 EQUITY INCENTIVE PLAN





     1. PURPOSE. The purpose of this 1994 Equity Incentive Plan (the "Plan") is

to advance the interests of MacroChem Corporation (the "Company") by enhancing

its ability to attract and retain employees and other persons or entities who

are in a position to make significant contributions to the success of the

Company and its subsidiaries through ownership of shares of the Company's common

stock ("Stock").



     The Plan is intended to accomplish these goals by enabling the Company to

grant Awards in the form of Options, Stock Appreciation Rights, Restricted Stock

or Unrestricted Stock Awards, Deferred Stock Awards, Performance Awards, Loans

or Supplement Grants, or combinations thereof, all as more fully described

below.



     2. ADMINISTRATION. Unless otherwise determined by the Board of Directors of

the Company (the "Board"), the Plan will be administered by a Committee of the

Board designated for such purpose (the "Committee"). The Committee shall consist

of at least two directors. 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 under the Plan may

be made without notice or meeting of the Committee by a writing signed by a

majority of the Committee members. So long as the Stock is registered under the

Securities Exchange Act of 1934 (the "1934 Act"), all members of the Committee

shall be non-employee directors within the meaning of Rule 16b-3 under the 1934

Act. The Committee will have authority, not inconsistent with the express

provisions of the Plan and in addition to other authority granted under the

Plan, to (a) grant Awards at such time or times as it may choose; (b) determine

the size of each Award, including the number of shares of Stock subject to the

Award; (c) determine the type or types of each Award; (d) determine the terms

and conditions of each Award; (e) waive compliance by a Participant (as defined

below) with any obligations to be performed by the Participant under an Award

and waive any term or condition of an Award; (f) amend or cancel an existing

Award in whole or in part (and if an award is canceled, grant another Award in

its place on such terms as the Committee shall specify), except that the

Committee may not, without the consent of the holder of an Award, take any

action under this clause with respect to such Award if such action would

adversely affect the rights of such holder; (g) prescribe the form or forms of

instruments that are required or deemed appropriate under the Plan, including

any written notices and elections required of Participants, and change such

forms from time to time; (h) adopt, amend and rescind rules and regulations for

the administration of the Plan; and (i) interpret the Plan and decide any

questions and settle all controversies and disputes that may arise in connection

with the Plan. Such determinations and actions of the Committee, and all other

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