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                                                                     EXHIBIT 4.1

                                VARIAGENICS, INC.

                       AMENDED 1997 EMPLOYEE, DIRECTOR AND
                          CONSULTANT STOCK OPTION PLAN

1.       DEFINITIONS.

                  Unless otherwise specified or unless the context otherwise
                  requires, the following terms, as used in this Variagenics,
                  Inc. 1997 Employee, Director and Consultant Stock Option Plan,
                  have the following meanings:

                  ADMINISTRATOR means the Board of Directors, unless it has
                  delegated power to act on its behalf to a committee. (See
                  Paragraph 4)

                  AFFILIATE means a corporation which, for purposes of Section
                  424 of the Code, is a parent or subsidiary of the Company,
                  direct or indirect.

                  BOARD OF DIRECTORS means the Board of Directors of the
                  Company.

                  CODE means the United States Internal Revenue Code of 1986, as
                  amended.

                  COMMITTEE means the Committee to which the Board of Directors
                  has delegated power to act under or pursuant to the provisions
                  of the Plan.

                  COMMON STOCK means shares of the Company's common stock, $0.01
                  par value.

                  COMPANY means Variagenics, Inc., a Delaware corporation.

                  DISABILITY or DISABLED means permanent and total disability as
                  defined in Section 22(e)(3) of the Code.

                  FAIR MARKET VALUE of a Share of Common Stock means:

                  (1) If the Common Stock is listed on a national securities
                  exchange or traded in the over-the-counter market and sales
                  prices are regularly reported for the Common Stock, either (a)
                  the average of the closing or last prices of the Common Stock
                  on the Composite Tape or other comparable reporting system for
                  the ten (10)

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                  consecutive trading days immediately preceding the applicable
                  date or (b) the closing or last price of the Common Stock on
                  the Composite Tape or other comparable reporting system for
                  the trading day immediately preceding the applicable date, as
                  the Administrator shall determine.

                  (2) If the Common Stock is not traded on a national securities
                  exchange but is traded on the over-the-counter market, if
                  sales prices are not regularly reported for the Common Stock
                  for the trading days or day referred to in clause (1), and if
                  bid and asked prices for the Common Stock are regularly
                  reported, either (a) the average of the mean between the bid
                  and the asked price for the Common Stock at the close of
                  trading in the over-the-counter market for the ten (10)
                  trading days on which Common Stock was traded immediately
                  preceding the applicable date or (b) the mean between the bid
                  and the asked price for the Common Stock at the close of
                  trading in the over-the-counter market for the trading day on
                  which Common Stock was traded immediately preceding the
                  applicable date, as the Administrator shall determine; and

                  (3) If the Common Stock is neither listed on a national
                  securities exchange nor traded in the over-the-counter market,
                  such value as the Administrator, in good faith, shall
                  determine.

                  ISO means an option meant to qualify as an incentive stock
                  option under Code Section 422.

                  KEY EMPLOYEE means an employee of the Company or of an
                  Affiliate (including, without limitation, an employee who is
                  also serving as an officer or director of the Company or of an
                  Affiliate), designated by the Administrator to be eligible to
                  be granted one or more Options under the Plan.

                  NON-QUALIFIED OPTION means an option which is not intended to
                  qualify as an ISO.

                  OPTION means an ISO or Non-Qualified Option granted under the
                  Plan.

                  OPTION AGREEMENT means an agreement between the Company and a
                  Participant delivered pursuant to the Plan.

                  PARTICIPANT means a Key Employee, director or consultant to
                  whom one or more Options are granted under the Plan. As used
                  herein, "Participant" shall

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                  include "Participant's Survivors" where the context requires.

                  PARTICIPANT'S SURVIVORS means a deceased Participant's legal
                  representatives and/or any person or persons who acquired the
                  Participant's rights to an Option by will or by the laws of
                  descent and distribution.

                  PLAN means this Variagenics, Inc. Amended 1997 Employee,
                  Director and Consultant Stock Option Plan.

                  SHARES means shares of the Common Stock as to which Options
                  have been or may be granted under the Plan or any shares of
                  capital stock into which the Shares are changed or for which
                  they are exchanged within the provisions of Paragraph 3 of the
                  Plan. The Shares issued upon exercise of Options granted under
                  the Plan may be authorized and unissued shares or shares held
                  by the Company in its treasury, or both.

2.       PURPOSES OF THE PLAN.

The Plan is intended to encourage ownership of Shares by Key Employees,
directors and certain consultants to the Company in order to attract such
people, to induce them to work for the benefit of the Company or of an Affiliate
and to provide additional incentive for them to promote the success of the
Company or of an Affiliate. The Plan provides for the granting of ISOs and
Non-Qualified Options.

3.       SHARES SUBJECT TO THE PLAN.

The number of Shares subject to this Plan as to which Options may be granted
from time to time shall be 5,908,000, or the equivalent of such number of Shares
after the Administrator, in its sole discretion, has interpreted the effect of
any stock split, stock dividend, combination, recapitalization or similar
transaction in accordance with Paragraph 16 of the Plan.

If an Option ceases to be "outstanding", in whole or in part, the Shares which
were subject to such Option shall be available for the granting of other Options
under the Plan. Any Option shall be treated as "outstanding" until such Option
is exercised in full, or terminates or expires under the provisions of the Plan,
or by agreement of the parties to the pertinent Option Agreement.

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4.       ADMINISTRATION OF THE PLAN.

The Administrator of the Plan will be the Board of Directors, except to the
extent the Board of Directors delegates its authority to a Committee of the
Board of Directors. Following the date on which the Common Stock is registered
under the Securities and Exchange Act of 1934, as amended (the "1934 Act"), the
Plan is intended to comply in all respects with Rule 16b-3 or its successors,
promulgated pursuant to Section 16 of the 1934 Act with respect to Participants
who are subject to Section 16 of the 1934 Act, and any provision in this Plan
with respect to such persons contrary to Rule 16b-3 shall be deemed null and
void to the extent permissible by law and deemed appropriate by the
Administrator. Subject to the provisions of the Plan, the Administrator is
authorized to:

         a.       Interpret the provisions of the Plan or of any Option or
                  Option Agreement and to make all rules and determinations
                  which it deems necessary or advisable for the administration
                  of the Plan;

         b.       Determine which employees of the Company or of an Affiliate
                  shall be designated as Key Employees and which of the Key
                  Employees, directors and consultants shall be granted Options;

         c.       Determine the number of Shares for which an Option or Options
                  shall be granted, provided, however, that in no event shall
                  Options to purchase more than 1,000,000 Shares be granted to
                  any Participant in any fiscal year; and

         d.       Specify the terms and conditions upon which an Option or
                  Options may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status under Code Section 422 of those Options which are designated as ISOs.
Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Option granted under it
shall be final, unless otherwise determined by the Board of Directors, if the
Administrator is other than the Board of Directors.

5.       ELIGIBILITY FOR PARTICIPATION.

The Administrator will, in its sole discretion, name the Participants in the
Plan, provided, however, that each Participant must be a Key Employee, director
or consultant of the Company or of an Affiliate at the time an Option is
granted. Notwithstanding any of the foregoing provisions, the

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Administrator may authorize the grant of an Option to a person not then an
employee, director or consultant of the Company or of an Affiliate. The actual
grant of such Option, however, shall be conditioned upon such person becoming
eligible to become a Participant at or prior to the time of the execution of the
Option Agreement evidencing such Option. ISOs may be granted only to Key
Employees. Non-Qualified Options may be granted to any Key Employee, director or
consultant of the Company or an Affiliate. The granting of any Option to any
individual shall neither entitle that individual to, nor disqualify him or her
from, participation in any other grant of Options.

6.       TERMS AND CONDITIONS OF OPTIONS.

Each Option shall be set forth in writing in an Option Agreement, duly executed
by the Company and, to the extent required by law or requested by the Company,
by the Participant. The Administrator may provide that Options be granted
subject to such conditions as the Administrator may deem appropriate including,
without limitation, subsequent approval by the shareholders of the Company of
this Plan or any amendments thereto. The Option Agreements shall be subject to
at least the following terms and conditions:

         A.       Non-Qualified Options: Each Option intended to be a
                  Non-Qualified Option shall be subject to the terms and
                  conditions which the Administrator determines to be
                  appropriate and in the best interest of the Company, subject
                  to the following minimum standards for any such Non-Qualified
                  Option:

                  a.       Option Price: The option price (per share) of the
                           Shares covered by each Option shall be determined by
                           the Administrator but shall not be less than the par
                           value per share of Common Stock.

                  b.       Each Option Agreement shall state the number of
                           Shares to which it pertains;

                  c.       Each Option Agreement shall state the date or dates
                           on which it first is exercisable and the date after
                           which it may no longer be exercised, and may provide
                           that the Option rights accrue or become exercisable
                           in installments over a period of months or years, or
                           upon the occurrence of certain conditions or the
                           attainment of stated goals or events; and

                  d.       Exercise of any Option may be conditioned upon the
                           Participant's execution of a Share purchase

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                           agreement in form satisfactory to the Administrator
                           providing for certain protections for the Company and
                           its other shareholders including requirements that:

                           i.       The Participant's or the Participant's
                                    Survivors' right to sell or transfer the
                                    Shares may be restricted; and

                           ii.      The Participant or the Participant's
                                    Survivors may be required to execute letters
                                    of investment intent and must also
                                    acknowledge that the Shares will bear
                                    legends noting any applicable restrictions.

         B.       ISOS: Each Option intended to be an ISO shall be issued only
                  to a Key Employee and be subject to at least the following
                  terms and conditions, with such additional restrictions or
                  changes as the Administrator determines are appropriate but
                  not in conflict with Code Section 422 and relevant regulations
                  and rulings of the Internal Revenue Service:

                  a.       Minimum Standards: The ISO shall meet the minimum
                           standards required of Non-Qualified Options, as
                           described above, except clause (a) thereunder.

                  b.       Option Price: Immediately before the Option is
                           granted, if the Participant owns, directly or by
                           reason of the applicable attribution rules in Code
                           Section 424(d):

                           i.       Ten percent (10%) OR LESS of the total
                                    combined voting power of all classes of
                                    share capital of the Company or an
                                    Affiliate, the Option price per share of the
                                    Shares covered by each Option shall not be
                                    less than one hundred percent (100%) of the
                                    Fair Market Value per share of the Shares on
                                    the date of the grant of the Option.

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                           ii.      More than ten percent (10%) of the total
                                    combined voting power of all classes of
                                    share capital of the Company or an
                                    Affiliate, the Option price per share of the
                                    Shares covered by each Option shall not be
                                    less than one hundred ten percent (110%) of
                                    the said Fair Market Value on the date of
                                    grant.

                  c.       Term of Option: For Participants who own

                           i.       Ten percent (10%) OR LESS of the total
                                    combined voting power of all classes of
                                    share capital of the Company or an
                                    Affiliate, each Option shall terminate not
                                    more than ten (10) years from the date of
                                    the grant or at such earlier time as the
                                    Option Agreement may provide.

                           ii.      More than ten percent (10%) of the total
                                    combined voting power of all classes of
                                    share capital of the Company or an
                                    Affiliate, each Option shall terminate not
                                    more than five (5) years from the date of
                                    the grant or at such earlier time as the
                                    Option Agreement may provide.

                  d.       Limitation on Yearly Exercise: The Option Agreements
                           shall restrict the amount of Options which may be
                           exercisable in any calendar year (under this or any
                           other ISO plan of the Company or an Affiliate) so
                           that the aggregate Fair Market Value (determined at
                           the time each ISO is granted) of the stock with
                           respect to which ISOs are exercisable for the first
                           time by the Participant in any calendar year does not
                           exceed one hundred thousand dollars ($100,000),
                           provided that this subparagraph (e) shall have no
                           force or effect if its inclusion in the Plan is not
                           necessary for Options issued as ISOs to qualify as
                           ISOs pursuant to Section 422(d) of the Code.

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                  e.       Limitation on Grant of ISOs: No ISOs shall be granted
                           after the date which is the EARLIER of ten (10) years
                           from the date of the adoption of the Plan by the
                           Company and the date of the approval of the Plan by
                           the shareholders of the Company.

7.       EXERCISE OF OPTION AND ISSUE OF SHARES.

An Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal office address, together with
provision for payment of the full purchase price in accordance with this
paragraph for the Shares as to which such Option is being exercised, and upon
compliance with any other condition(s) set forth in the Option Agreement. Such
written notice shall be signed by the person exercising the Option, shall state
the number of Shares with respect to which the Option is being exercised and
shall contain any representation required by the Plan or the Option Agreement.
Payment of the purchase price for the Shares as to which such Option is being
exercised shall be made (a) in United States dollars in cash or by check, or (b)
at the discretion of the Administrator, through delivery of shares of Common
Stock having a fair market value equal as of the date of the exercise to the
cash exercise price of the Option, determined in good faith by the
Administrator, or (c) at the discretion of the Administrator, by delivery of the
grantee's personal recourse note bearing interest payable not less than annually
at no less than 100% of the applicable Federal rate, as defined in Section
1274(d) of the Code, or (d) at the discretion of the Administrator, in
accordance with a cashless exercise program established with a securities
brokerage firm, and approved by the Administrator or (e) at the discretion of
the Administrator, by any combination of (a), (b), (c) and (d) above.
Notwithstanding the foregoing, the Administrator shall accept only such payment
on exercise of an ISO as is permitted by Section 422 of the Code.

The Company shall then reasonably promptly deliver the Shares as to which such
Option was exercised to the Participant (or to the Participant's Survivors, as
the case may be). In determining what constitutes "reasonably promptly," it is
expressly understood that the delivery of the Shares may be delayed by the
Company in order to comply with any law or regulation which requires the Company
to take any action with respect to the Shares prior to their issuance. The
Shares shall, upon delivery, be evidenced by an appropriate certificate or
certificates for fully paid, non-assessable Shares.

The Administrator shall have the right to accelerate the date of exercise of any
installment of any Option; provided that the Administrator shall not accelerate
the exercise date of any installment of any Option granted to any Key Employee
as an ISO (and not previously converted into a Non-Qualified Option pursuant to
Paragraph 19) if such acceleration would violate the annual vesting limitation
contained in Section 422(d) of the Code, as described in paragraph 6(e).

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The Administrator may, in its discretion, amend any term or condition of an
outstanding Option provided (i) such term or condition as amended is permitted
by the Plan, (ii) any such amendment shall be made only with the consent of the
Participant to whom the Option was granted, or in the event of the death of the
Participant, the Participant's Survivors, if the amendment is adverse to the
Participant, (iii) any such amendment of any ISO shall be made only after the
Administrator, after consulting the counsel for the Company, determines whether
such amendment would constitute a "modification" of any Option which is an ISO
(as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISO, and (iv) with respect to
any Option held by any Participant who is subject to the provisions of Section
16(a) of the 1934 Act, any such amendment shall be made only after the
Administrator, after consulting with counsel for the Company, determines whether
such amendment would constitute the grant of a new Option.

8.       RIGHTS AS A SHAREHOLDER.

No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option, except after due
exercise of the Option and tender of the full purchase price for the Shares
being purchased pursuant to such exercise and registration of the Shares in the
Company's share register in the name of the Participant.

9.       ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS.

By its terms, an Option granted to a Participant shall not be transferable by
the Participant other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act or the rules thereunder,
provided, however, that the designation of a beneficiary of an Option by a
Participant shall not be deemed a transfer prohibited by this Paragraph. Except
as provided in the preceding sentence, an Option shall be exercisable, during
the Participant's lifetime, only by such Participant (or by his or her legal
representative) and shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Option or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon an Option, shall be null and void.

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10.      EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE".

Except as otherwise provided in the pertinent Option Agreement, in the event of
a termination of service (whether as an employee, director or consultant) with
the Company or an Affiliate before the Participant has exercised all Options,
the following rules apply:

         a.       A Participant who ceases to be an employee, director or
                  consultant of the Company or of an Affiliate (for any reason
                  other than termination "for cause", Disability, or death for
                  which events there are special rules in Paragraphs 11, 12, and
                  13, respectively), may exercise any Option granted to him or
                  her to the extent that the Option is exercisable on the date
                  of such termination of service, but only within such term as
                  the Administrator has designated in the pertinent Option
                  Agreement.

         b.       In no event may an Option Agreement provide, if the Option is
                  intended to be an ISO, that the time for exercise be later
                  than three (3) months after the Participant's termination of
                  employment.

         c.       The provisions of this Paragraph, and not the provisions of
                  Paragraph 12 or 13, shall apply to a Participant who
                  subsequently becomes disabled or dies after the termination of
                  employment, director status or consultancy, provided, however,
                  in the case of a Participant's death within three (3) months
                  after the termination of employment, director status or
                  consulting, the Participant's Survivors may exercise the
                  Option within one (1) year after the date of the Participant's
                  death, but in no event after the date of expiration of the
                  term of the Option.

         d.       Notwithstanding anything herein to the contrary, if subsequent
                  to a Participant's termination of employment, termination of
                  director status or termination of consultancy, but prior to
                  the exercise of an Option, the Board of Directors determines
                  that, either prior or subsequent to the Participant's
                  termination, the Participant engaged in conduct which would
                  constitute "cause", then such Participant shall forthwith
                  cease to have any right to exercise any Option.

         e.       A Participant to whom an Option has been granted under the
                  Plan who is absent from work with the Company or with an
                  Affiliate because of temporary disability (any

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                  disability other than a permanent and total Disability as
                  defined in Paragraph 1 hereof), or who is on leave of absence
                  for any purpose, shall not, during the period of any such
                  absence, be deemed, by virtue of such absence alone, to have
                  terminated such Participant's employment, director status or
                  consultancy with the Company or with an Affiliate, except as
                  the Administrator may otherwise expressly provide.

         f.       Options granted under the Plan shall not be affected by any
                  change of employment or other service within or among the
                  Company and any Affiliates, so long as the Participant
                  continues to be an employee, director or consultant of the
                  Company or any Affiliate, provided, however, if a
                  Participant's employment by either the Company or an Affiliate
                  should cease (other than to become an employee of an Affiliate
                  or the Company), such termination shall affect the
                  Participant's rights under any Option granted to such
                  Participant in accordance with the terms of the Plan and the
                  pertinent Option Agreement.

11.      EFFECT OF TERMINATION OF SERVICE "FOR CAUSE".

Except as otherwise provided in the pertinent Option Agreement, the following
rules apply if the Participant's service (whether as an employee, director or
consultant) with the Company or an Affiliate is terminated "for cause" prior to
the time that all of his or her outstanding Options have been exercised:

         a.       All outstanding and unexercised Options as of the date the
                  Participant is notified his or her service is terminated "for
                  cause" will immediately be forfeited, unless the Option
                  Agreement provides otherwise.

         b.       For purposes of this Paragraph, "cause" shall include (and is
                  not limited to) dishonesty with respect to the employer,
                  insubordination, substantial malfeasance or non-feasance of
                  duty, unauthorized disclosure of confidential information, and
                  conduct substantially prejudicial to the business of the
                  Company or any Affiliate. The determination of the
                  Administrator as to the existence of cause will be conclusive
                  on the Participant and the Company.

         c.       "Cause" is not limited to events which have occurred prior to
                  a Participant's termination of service, nor is it necessary
                  that the Administrator's finding of "cause" occur prior to
                  termination. If the

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                  Administrator determines, subsequent to a Participant's
                  termination of service but prior to the exercise of an Option,
                  that either prior or subsequent to the Participant's
                  termination the Participant engaged in conduct which would
                  constitute "cause", then the right to exercise any Option is
                  forfeited.

         d.       Any definition in an agreement between the Participant and the
                  Company or an Affiliate, which contains a conflicting
                  definition of "cause" for termination and which is in effect
                  at the time of such termination, shall supersede the
                  definition in this Plan with respect to such Participant.

12.      EFFECT OF TERMINATION OF SERVICE FOR DISABILITY.

Except as otherwise provided in the pertinent Option Agreement, a Participant
who ceases to be an employee, director or consultant of the Company or of an
Affiliate by reason of Disability may exercise any Option granted to such
Participant:

         a.       To the extent exercisable but not exercised on the date of
                  Disability; and

         b.       In the event rights to exercise the Option accrue
                  periodically, to the extent of a pro rata portion of any
                  additional rights as would have accrued had the Participant
                  not become Disabled prior to the end of the accrual period
                  which next ends following the date of Disability. The
                  proration shall be based upon the number of days of such
                  accrual period prior to the date of Disability.

A Disabled Participant may exercise such rights only within a period of not more
than one (1) year after the date that the Participant became Disabled,
notwithstanding that the Participant might have been able to exercise the Option
as to some or all of the Shares on a later date if he or she had not become
disabled and had continued to be an employee, director or consultant or, if
earlier, within the originally prescribed term of the Option.

The Administrator shall make the determination both of whether Disability has
occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

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13.      EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

Except as otherwise provided in the pertinent Option Agreement, in the event of
the death of a Participant to whom an Option has been granted while the
Participant is an employee, director or consultant of the Company or of an
Affiliate, such Option may be exercised by the Participant's Survivors:

         a.       To the extent exercisable but not exercised on the date of
                  death; and

         b.       In the event rights to exercise the Option accrue
                  periodically, to the extent of a pro rata portion of any
                  additional rights which would have accrued had the Participant
                  not died prior to the end of the accrual period which next
                  ends following the date of death. The proration shall be based
                  upon the number of days of such accrual period prior to the
                  Participant's death.

If the Participant's Survivors wish to exercise the Option, they must take all
necessary steps to exercise the Option within one (1) year after the date of
death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
he or she had not died and had continued to be an employee, director or
consultant or, if earlier, within the originally prescribed term of the Option.

14.      PURCHASE FOR INVESTMENT.

Unless the offering and sale of the Shares to be issued upon the particular
exercise of an Option shall have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"),
the Company shall be under no obligation to issue the Shares covered by such
exercise unless and until the following conditions have been fulfilled:

         a.       The person(s) who exercise such Option shall warrant to the
                  Company, prior to the receipt of such Shares, that such
                  person(s) are acquiring such Shares for their own respective
                  accounts, for investment, and not with a view to, or for sale
                  in connection with, the distribution of any such Shares, in
                  which event the person(s) acquiring such Shares shall be bound
                  by the provisions of the following legend which shall be
                  endorsed upon the certificate(s) evidencing their Shares
                  issued pursuant to such exercise or such grant:

                           "The shares represented by this certificate have

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                           been taken for investment and they may not be sold or
                           otherwise transferred by any person, including a
                           pledgee, unless (1) either (a) a Registration
                           Statement with respect to such shares shall be
                           effective under the Securities Act of 1933, as
                           amended, or (b) the Company shall have received an
                           opinion of counsel satisfactory to it that an
                           exemption from registration under such Act is then
                           available, and (2) there shall have been compliance
                           with all applicable state securities laws.

         b.       The Company shall have received an opinion of its counsel that
                  the Shares may be issued upon such particular exercise in
                  compliance with the 1933 Act without registration thereunder.

The Company may delay issuance of the Shares until completion of any action or
obtaining of any consent which the Company deems necessary under any applicable
law (including, without limitation, state securities or "blue sky" laws).

15.      DISSOLUTION OR LIQUIDATION OF THE COMPANY.

Upon the dissolution or liquidation of the Company, all Options granted under
this Plan which as of such date shall not have been exercised will terminate and
become null and void; provided, however, that if the rights of a Participant or
a Participant's Survivors have not otherwise terminated and expired, the
Participant or the Participant's Survivors will have the right immediately prior
to such dissolution or liquidation to exercise any Option to the extent that the
Option is exercisable as of the date immediately prior to such dissolution or
liquidation.

16.      ADJUSTMENTS.

Upon the occurrence of any of the following events, a Participant's rights with
respect to any Option granted to him or her hereunder which have not previously
been exercised in full shall be adjusted as hereinafter provided, unless
otherwise specifically provided in the written agreement between the Participant
and the Company relating to such Option:

A.       Stock Dividends and Stock Splits. If the shares of Common Stock shall
be subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the

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exercise of such Option shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

B.       Consolidations or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Administrator or the board
of directors of any entity assuming the obligations of the Company hereunder
(the "Successor Board"), shall, as to outstanding Options, either (i) make
appropriate provision for the continuation of such Options by substituting on an
equitable basis for the Shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition or securities of any successor or acquiring
entity; or (ii) upon written notice to the Participants, provide that all
Options must be exercised (either to the extent then exercisable or, at the
discretion of the Administrator, all Options being made fully exercisable for
purposes of this subsection), within a specified number of days of the date of
such notice, at the end of which period the Options shall terminate; or (iii)
terminate all Options in exchange for a cash payment equal to the excess of the
Fair Market Value of the shares subject to such Options (either to the extent
then exercisable or, at the discretion of the Administrator, all Options being
made fully exercisable for purposes of this subsection) over the exercise price
thereof.

C.       Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
subparagraph B above) pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares of Common Stock, a
Participant upon exercising an Option shall be entitled to receive for the
purchase price paid upon such exercise the securities he or she would have
received if he or she had exercised such Option prior to such recapitalization
or reorganization.

D.       Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to subparagraph A, B or C with respect to ISOs shall be made only
after the Administrator, after consulting with counsel for the Company,
determines whether such adjustments would constitute a "modification" of such
ISOs (as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an ISO specifically requests in writing that such adjustment be
made

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and such writing indicates that the holder has full knowledge of the
consequences of such "modification" on his or her income tax treatment with
respect to the ISO.

17.      ISSUANCES OF SECURITIES.

Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares subject to Options. Except as expressly provided
herein, no adjustments shall be made for dividends paid in cash or in property
(including without limitation, securities) of the Company.

18.      FRACTIONAL SHARES.

No fractional share shall be issued under the Plan and the person exercising
such right shall receive from the Company cash in lieu of such fractional share
equal to the Fair Market Value thereof.

19.      CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS: TERMINATION OF ISOS.

The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the Company
or an Affiliate at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such Options. At the time of such conversion,
the Administrator (with the consent of the Participant) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISO's converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the consent of
the Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such termination.

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20.      WITHHOLDING.

In the event that any federal, state, or local income taxes, employment taxes,
Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts
are required by applicable law or governmental regulation to be withheld from
the Option holder's salary, wages or other remuneration in connection with the
exercise of an Option or a Disqualifying Disposition (as defined in Paragraph
21), the Option holder shall advance in cash to the Company, or to any Affiliate
of the Company which employs or employed the Option holder, the amount of such
withholdings unless a different withholding arrangement, including the use of
shares of the Company's Common Stock, is authorized by the Administrator (and
permitted by law), provided, however, that with respect to persons subject to
Section 16 of the 1934 Act, any such withholding arrangement shall be in
compliance with any applicable provisions of Rule 16b-3 promulgated under
Section 16 of the 1934 Act. For purposes hereof, the fair market value of the
shares withheld for purposes of payroll withholding shall be determined in the
manner provided in Paragraph 1 above, as of the most recent practicable date
prior to the date of exercise. If the fair market value of the shares withheld
is less than the amount of payroll withholdings required, the Option holder may
be required to advance the difference in cash to the Company or the Affiliate
employer. The Administrator in its discretion may condition the exercise of an
Option for less than the then Fair Market Value on the Participant's payment of
such additional withholding.

21.      NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

Each Key Employee who receives an ISO must agree to notify the Company in
writing immediately after the Key Employee makes a Disqualifying Disposition of
any shares acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such shares before the
later of (a) two years after the date the Key Employee was granted the ISO, or
(b) one year after the date the Key Employee acquired shares by exercising the
ISO. If the Key Employee has died before such stock is sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur
thereafter.

22.      TERMINATION OF THE PLAN.

The Plan will terminate on the date which is ten (10) years from the EARLIER of
the date of its adoption and the date of its approval by the shareholders of the
Company. The Plan may be

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terminated at an earlier date by vote of the shareholders of the Company;
provided, however, that any such earlier termination will not affect any Options
granted or Option Agreements executed prior to the effective date of such
termination.

23.      AMENDMENT OF THE PLAN AND AGREEMENTS.

The Plan may be amended by the shareholders of the Company. The Plan may also be
amended by the Administrator, including, without limitation, to the extent
necessary to qualify any or all outstanding Options granted under the Plan or
Options to be granted under the Plan for favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code, to the extent necessary to ensure
the qualification of the Plan under Rule 16b-3, at such time, if any, as the
Company has a class of stock registered pursuant to Section 12 of the 1934 Act,
and to the extent necessary to qualify the shares issuable upon exercise of any
outstanding Options granted, or Options to be granted, under the Plan for
listing on any national securities exchange or quotation in any national
automated quotation system of securities dealers. Any amendment approved by the
Administrator which is of a scope that requires shareholder approval in order to
ensure favorable federal income tax treatment for any incentive stock options or
requires shareholder approval in order to ensure the compliance of the Plan with
Rule 16b-3 at such time, if any, as the Company has a class of stock registered
pursuant to Section 12 of the 1934 Act, shall be subject to obtaining such
shareholder approval. Any modification or amendment of the Plan shall not,
without the consent of a Participant, adversely affect his or her rights under
an Option previously granted to him or her. With the consent of the Participant
affected, the Administrator may amend outstanding Option Agreements in a manner
which may be adverse to the Participant but which is not inconsistent with the
Plan. In the discretion of the Administrator, outstanding Option Agreements may
be amended by the Administrator in a manner which is not adverse to the
Participant.

24.      EMPLOYMENT OR OTHER RELATIONSHIP.

Nothing in this Plan or any Option Agreement shall be deemed to prevent the
Company or an Affiliate from terminating the employment, consultancy or director
status of a Participant, nor to prevent a Participant from terminating his or
her own employment, consultancy or director status or to give any Participant a
right to be retained in employment or other service by the Company or any
Affiliate for any period of time.

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25.      GOVERNING LAW.

This Plan shall be construed and enforced in accordance with the law of the
State of Delaware.

Last Amended: April 24, 2002

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