Exhibit A

                                  CONCEPTUS, INC.

                                  1993 STOCK PLAN

                        (AMENDED AND RESTATED APRIL 27, 2000)

     1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional  incentive to Employees and Consultants of the Company and
its Subsidiaries and to promote the success of the Company's  business.  Options
granted under the Plan may be incentive  stock options (as defined under Section
422  of  the  Code)  or  non-statutory  stock  options,  as  determined  by  the
Administrator  at the time of grant of an option and  subject to the  applicable
provisions  of  Section  422  of the  Code,  as  amended,  and  the  regulations
promulgated  thereunder.  Stock  purchase  rights may also be granted  under the
Plan.

     2. DEFINITIONS. As used herein, the following definitions shall apply:

         (a) "ADMINISTRATOR"  means the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "CODE" means the Internal Revenue Code of 1986, as amended.

         (d) "COMMITTEE" means the Committee appointed by the Board of Directors
in accordance with paragraph (a) of Section 4 of the Plan.

         (e) "COMMON STOCK" means the Common Stock of the Company.

         (f) "COMPANY" means Conceptus, Inc., a Delaware corporation.

         (g) "CONSULTANT" means any person, including an advisor, who is engaged
by the Company or any Parent or Subsidiary to render services and is compensated
for such services,  and any director of the Company whether compensated for such
services  or not  provided  that if and in the event the Company  registers  any
class of any equity  security  pursuant to the Exchange Act, the term Consultant
shall  thereafter  not  include  directors  who are not  compensated  for  their
services or are paid only a director's fee by the Company.

         (h)  "CONTINUOUS  STATUS  AS AN  EMPLOYEE"  means  the  absence  of any
interruption or termination of the employment relationship by the Company or any
Subsidiary. Continuous Status as an Employee shall not be considered interrupted
in the case of: (i) sick leave;  (ii) military  leave;  (iii) any other leave of
absence approved by the Administrator,  provided that such leave is for a period
of not more than ninety (90) days,  unless  reemployment  upon the expiration of
such leave is guaranteed by contract or statute,  or unless  provided  otherwise
pursuant to Company  policy  adopted  from time to time;  or (iv) in the case of
transfers  between  locations  of  the  Company  or  between  the  Company,  its
Subsidiaries or its successor.

         For  purposes  of this  Plan,  a change in status  from  Employee  to a

<PAGE>

Consultant  or  from  a  Consultant  to  an  Employee  will  not  constitute  an
interruption of Continuous Status as an Employee or Consultant.

         (i)  "EMPLOYEE"  means any person,  including  officers and  directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a  director's  fee by the  Company  shall  not be  sufficient  to  constitute
"employment" by the Company.

         (j)  "EXCHANGE  ACT"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (k) "FAIR  MARKET  VALUE"  means,  as of any date,  the value of Common
Stock determined as follows:

              (i) If the  Common  Stock  is  listed  on  any  established  stock
exchange or a national market system including  without  limitation the National
Market System of the National Association of Securities Dealers,  Inc. Automated
Quotation  ("NASDAQ")  System,  its Fair Market Value shall be the closing sales
price for such stock as quoted on such system on the date of  determination  (or
the closing bid, if no sales were reported, as quoted on such exchange or system
on that day) as reported in The Wall Street  Journal or such other source as the
Administrator deems reliable;

              (ii) If the Common  Stock is quoted on the NASDAQ  System (but not
on the  National  Market  System  thereof) or  regularly  quoted by a recognized
securities  dealer but selling  prices are not  reported,  its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
or;

              (iii) In the  absence  of an  established  market  for the  Common
Stock,  the Fair Market Value  thereof  shall be determined in good faith by the
Administrator.

         (l) "INCENTIVE  STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

         (m) "NAMED EXECUTIVE" shall mean any individual who, on the last day of
the Company's fiscal year, is the chief executive  officer of the Company (or is
acting in such capacity) or among the four highest  compensated  officers of the
Company (other than the chief executive  officer).  Such officer status shall be
determined  pursuant to the executive  compensation  disclosure  rules under the
Exchange Act.

         (n) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

         (o)  "OFFICER"  means a person who is an officer of the Company  within
the meaning of Section 16 of the Exchange Act.

         (p) "OPTION" means a stock option granted pursuant to the Plan.

         (q)  "OPTIONED  STOCK" means the Common Stock subject to an Option or a
Stock Purchase Right.

<PAGE>

         (r)  "OPTIONEE"  means an Employee or Consultant who receives an Option
or Stock Purchase Right.

         (s)  "PARENT"  means a "parent  corporation",  whether now or hereafter
existing, as defined in Section 424(e) of the Code.

         (t) "PLAN" means this 1993 Stock Plan.

         (u) "RESTRICTED  STOCK" means shares of Common Stock acquired  pursuant
to a grant of a Stock Purchase Right under Section 11 below.

         (v) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act as
the same may be amended from time to time, or any successor provision.

         (w)  "SHARE"  means  a  share  of the  Common  Stock,  as  adjusted  in
accordance with Section 13 below.

         (x) "STOCK  PURCHASE  RIGHT"  means the right to purchase  Common Stock
pursuant to Section 11 below.

         (y)  "SUBSIDIARY"  means a  "subsidiary  corporation",  whether  now or
hereafter existing, as defined in Section 424(f) of the Code.

     3. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions of Section 13 of
the Plan, the maximum  aggregate number of shares which may be optioned and sold
under  the  Plan  is  3,075,000  shares  of  Common  Stock.  The  shares  may be
authorized, but unissued, or reacquired Common Stock.

         If an  Option  should  expire or become  unexercisable  for any  reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated,  become available for
future grant under the Plan.

     4. ADMINISTRATION OF THE PLAN.

         (a) COMPOSITION OF ADMINISTRATOR.

              (i) MULTIPLE  ADMINISTRATIVE  BODIES.  If permitted by Rule 16b-3,
and by the legal requirements  relating to the administration of incentive stock
option plans, if any, of applicable  securities laws and the Code (collectively,
the  "APPLICABLE  LAWS"),  grants  under  the Plan may (but need not) be made by
different administrative bodies with respect to Directors,  Officers who are not
directors and Employees who are neither Directors nor Officers.

              (ii) ADMINISTRATION  WITH RESPECT TO DIRECTORS AND OFFICERS.  With
respect to grants of Options or Stock Purchase  Rights to Employees who are also
officers or directors of the Company,  the Plan shall be administered by (A) the
Board if the Board may  administer  the Plan in  compliance  with Rule 16b-3 and
Section  162(m) of the Code as it applies so as to qualify  grants of Options or
Stock Purchase Rights to Named Executives as performance-based  compensation, or
(B) a Committee  designated  by the Board to make grants  under the Plan,  which
Committee  shall be  constituted  in such a manner as to permit grants under the
Plan to comply with Rule 16b-3 to qualify  grants of Options

<PAGE>

and Stock  Purchase Rights as

performance-based  compensation  under  Section 162(m) of the Code and otherwise
so as to satisfy the Applicable Laws.

              (iii)   ADMINISTRATION  WITH  RESPECT  TO  CONSULTANTS  AND  OTHER
EMPLOYEES.  With  respect  to  grants of  Options  or Stock  Purchase  Rights to
Employees or Consultants who are neither  directors nor officers of the Company,
the Plan shall be administered by (A) the Board or (B) a Committee designated by
the Board,  which  Committee shall be constituted in such a manner as to satisfy
the Applicable Laws.

              (iv)  GENERAL.  If a  Committee  has been  appointed  pursuant  to
subsection  (ii) or (iii) of this Section 4(a), such Committee shall continue to
serve in its designated  capacity until  otherwise  directed by the Board.  From
time to time the  Board  may  increase  the size of any  Committee  and  appoint
additional  members thereof,  remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies (however caused) and remove
all members of a Committee and thereafter  directly  administer the Plan, all to
the extent  permitted  by the  Applicable  Laws and,  in the case of a Committee
appointed under subsection (ii) to the extent permitted by Rule 16b-3 and to the
extent required under Section 162(m) of the Code to qualify grants of Options or
Stock Purchase Rights to Named Executives as performance-based compensation.

         (b) POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the Plan
and in the case of a Committee,  the specific  duties  delegated by the Board to
such  Committee,  and  subject  to the  approval  of any  relevant  authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority, in its discretion:

              (i) to  determine  the Fair Market Value of the Common  Stock,  in
accordance with Section 2(k) of the Plan;

              (ii) to select the  Consultants  and Employees to whom Options and
Stock Purchase Rights may from time to time be granted hereunder;

              (iii) to  determine  whether and to what extent  Options and Stock
Purchase Rights or any combination thereof are granted hereunder;

              (iv) to  determine  the  number of  shares  of Common  Stock to be
covered by each such award granted hereunder;

              (v) to approve forms of agreement for use under the Plan;

              (vi) to determine the terms and conditions,  not inconsistent with
the terms of the Plan, of any award granted hereunder;

              (vii) to determine whether and under what  circumstances an Option
may be settled in cash under subsection 9(f) instead of Common Stock;

              (viii)  to reduce  the  exercise  price of any  Option to the then
current Fair Market  Value if the Fair Market Value of the Common Stock

<PAGE>

covered  by such Option  shall have  declined  since  the date  the  Option  was
granted; and

              (ix) to determine the terms and  restrictions  applicable to Stock
Purchase  Rights and the  Restricted  Stock  purchased by exercising  such Stock
Purchase Rights.

         (c) EFFECT OF ADMINISTRATOR'S  DECISION. All decisions,  determinations
and  interpretations  of the  Administrator  shall be final and  binding  on all
Optionees and any other holders of any Options or Stock Purchase Rights.

     5. ELIGIBILITY.

         (a) Nonstatutory Stock Options and Stock Purchase Rights may be granted
to Employees  and  Consultants.  Incentive  Stock Options may be granted only to
Employees.  An Employee or  Consultant  who has been  granted an Option or Stock
Purchase Right may, if he is otherwise  eligible,  be granted additional Options
or Stock Purchase Rights.

         (b) Each Option shall be designated in the written option  agreement as
either an  Incentive  Stock  Option or a  Nonstatutory  Stock  Option.  However,
notwithstanding such designations,  to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options  designated as Incentive Stock
Options are  exercisable  for the first time by any Optionee during any calendar
year  (under  all plans of the  Company  or any  Parent or  Subsidiary)  exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

         (c) For purposes of Section  5(b),  Incentive  Stock  Options  shall be
taken into account in the order in which they were granted,  and the Fair Market
Value of the Shares shall be  determined  as of the time the Option with respect
to such Shares is granted.

         (d) The Plan shall not confer upon any  Optionee any right with respect
to continuation of employment or consulting  relationship with the Company,  nor
shall it  interfere in any way with his or her right or the  Company's  right to
terminate his or her employment or consulting  relationship at any time, with or
without cause.

     6. TERM OF PLAN. The Plan shall become  effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the shareholders of
the Company as described in Section 19 of the Plan. It shall  continue in effect
for a term of ten (10) years unless  sooner  terminated  under Section 15 of the
Plan.

     7. TERM OF OPTION.  The term of each Option shall be the term stated in the
Option  Agreement;  provided,  however,  that the term shall be no more than ten
(10) years from the date of grant thereof.  However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock  representing  more  than ten  percent  (10%) of the  voting  power of all
classes of stock of the  Company or any  Parent or  Subsidiary,  the term of the
Option  shall be five (5) years from the date of grant  thereof or such  shorter
term as may be provided in the Option Agreement.

<PAGE>

     8. LIMITATION ON GRANTS TO EMPLOYEES.  Subject to adjustment as provided in
this Plan, the maximum number of Shares which may be subject to options  granted
to any one Employee  under this Plan for any fiscal year of the Company shall be
800,000.

     9. OPTION EXERCISE PRICE AND CONSIDERATION.

         (a) The per share exercise  price for the Shares to be issued  pursuant
to exercise of an Option shall be such price as is determined by the Board,  but
shall be subject to the following:

              (i) In the case of an Incentive Stock Option.

                   (A) granted to an  Employee  who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than ten percent (10%)
of the  voting  power of all  classes  of stock of the  Company,  the per  Share
exercise  price shall be no less than 110% of the Fair Market Value per Share on
the date of grant.

                   (B) granted to any  Employee,  the per Share  exercise  price
shall be no less  than  100% of the Fair  Market  Value per Share on the date of
grant.

              (ii) In the case of a Nonstatutory Stock Option

                   (A) granted to a person who, at the time of the grant of such
Option, is a Named Executive of the Company,  the per Share exercise price shall
be no less  than  100% of the Fair  Market  Value  per  Share on the date of the
grant.

                   (B) granted to any person other than a Named  Executive,  the
per Share  exercise price shall be no less than 85% of the Fair Market Value per
Share on the date of grant.

         (b) The  consideration  to be paid for the  Shares  to be  issued  upon
exercise of an Option,  including the method of payment,  shall be determined by
the  Administrator  (and,  in the case of an Incentive  Stock  Option,  shall be
determined  at the time of grant)  and may  consist  entirely  of (1) cash,  (2)
check,  (3)  promissory  note,  (4) other Shares which (x) in the case of Shares
acquired  upon  exercise of an Option either have been owned by the Optionee for
more than six months on the date of surrender or were not acquired,  directly or
indirectly,  from the  Company,  and (y) have a Fair Market Value on the date of
surrender  equal to the aggregate  exercise price of the Shares as to which said
Option shall be exercised, (5) authorization from the Company to retain from the
total number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise  equal to the exercise  price
for the total number of Shares as to which the Option is exercised, (6) delivery
of a properly executed exercise notice together with such other documentation as
the  Administrator  and the broker,  if  applicable,  shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan  proceeds
required  to  pay  the  exercise   price,   (7)  by  delivering  an  irrevocable
subscription  agreement  for the Shares which  irrevocably  obligates the option
holder to take and pay for the Shares

<PAGE>

not more than  twelve  months  after the date of  delivery  of the  subscription
agreement,  (8) any combination of the foregoing methods of payment, (9) or such
other  consideration  and method of payment  for the  issuance  of Shares to the
extent permitted under  Applicable  Laws. In making its  determination as to the
type of consideration to accept,  the Board shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.

     10. Exercise of Option.

         (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option granted
hereunder  shall be  exercisable  at such  times and under  such  conditions  as
determined  by the Board,  including  performance  criteria  with respect to the
Company and/or the Optionee,  and as shall be permissible under the terms of the
Plan.

              An Option may not be exercised for a fraction of a Share.

              An Option shall be deemed to be exercised  when written  notice of
such exercise has been given to the Company in accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full  payment  may,  as  authorized  by  the  Board,  consist  of  any
consideration  and method of payment  allowable  under Section 9(b) of the Plan.
Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 14 of the Plan.

              Exercise of an Option in any manner  shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.

         (b)  TERMINATION  OF  EMPLOYMENT.  In the  event of  termination  of an
Optionee's consulting  relationship or Continuous Status as an Employee with the
Company, such Optionee may, but only within such period of time as is determined
by the Board,  with such  determination in the case of an Incentive Stock Option
being made at the time of grant of the Option and not exceeding three (3) months
after the date of such  termination  (but in no event later than the  expiration
date of the term of such Option as set forth in the Option Agreement),  exercise
his Option to the extent that  Optionee  was entitled to exercise it at the date
of such  termination.  To the extent that  Optionee was not entitled to exercise
the Option at the date of such  termination,  or if Optionee  does not  exercise
such  Option to the extent so entitled  within the time  specified  herein,  the
Option shall terminate.

         (c) DISABILITY OF OPTIONEE.

              (i) Notwithstanding the provisions of Section 10(b) above, in

<PAGE>

the event of termination of an Optionee's consulting  relationship or Continuous
Status as an Employee as a result of his or her total and  permanent  disability
(within the meaning of Section  22(e)(3) of the Code),  Optionee  may,  but only
within  twelve (12) months  from the date of such  termination  (but in no event
later than the  expiration  date of the term of such  Option as set forth in the
Option  Agreement),  exercise  the Option to the extent  otherwise  entitled  to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of termination,  or if Optionee does
not  exercise  such Option to the extent so entitled  within the time  specified
herein, the Option shall terminate.

              (ii) In the  event  of  termination  of an  Optionee's  consulting
relationship  or  Continuous  Status as an Employee as a result of a  disability
which does not fall within the meaning of total and permanent disability (as set
forth in Section  22(e)(3) of the Code),  Optionee  may, but only within six (6)
months  from  the  date of such  termination  (but in no  event  later  than the
expiration  date  of the  term  of  such  Option  as  set  forth  in the  Option
Agreement),  exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination. However, to the extent that such Optionee fails
to exercise an Option which is an Incentive  Stock  Option  ("ISO")  (within the
meaning  of  Section  422 of the Code)  within  three (3)  months of the date of
termination,  the Option will not qualify for ISO  treatment  under the Code. To
the extent that  Optionee was not entitled to exercise the Option at the date of
termination,  or if  Optionee  does not  exercise  such  Option to the extent so
entitled  within six months (6) from the date of  termination,  the Option shall
terminate.

         (d) DEATH OF OPTIONEE.  In the event of the death of an  Optionee,  the
Option may be  exercised,  at any time within  twelve (12) months  following the
date of death  (but in no event  later than the  expiration  date of the term of
such Option as set forth in the Option  Agreement),  by the Optionee's estate or
by a person  who  acquired  the  right to  exercise  the  Option by  bequest  or
inheritance,  but only to the extent the  Optionee  was entitled to exercise the
Option at the date of death.  To the extent that  Optionee  was not  entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such  Option to the extent so entitled  within the time  specified  herein,  the
Option shall terminate.

         (e) RULE 16b-3.  Options granted to persons subject to Section 16(b) of
the Exchange Act must comply with Rule 16b-3 and shall  contain such  additional
conditions  or  restrictions  as may be required  thereunder  to qualify for the
maximum  exemption  from  Section 16 of the  Exchange  Act with  respect to Plan
transactions.

         (f) BUYOUT  PROVISIONS.  The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     11.  NON-TRANSFERABILITY  OF OPTIONS.  The Option may not be sold, pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

<PAGE>

     12. STOCK PURCHASE RIGHTS.

         (a) RIGHTS TO  PURCHASE.  Stock  Purchase  Rights may be issued  either
alone,  in addition  to, or in tandem with other awards  granted  under the Plan
and/or cash awards made outside of the Plan. After the Administrator  determines
that it will offer Stock  Purchase  Rights  under the Plan,  it shall advise the
offeree  in writing of the terms,  conditions  and  restrictions  related to the
offer,  including  the number of Shares  that such  person  shall be entitled to
purchase,  the price to be paid  (which  price shall not be less than 85% of the
Fair  Market  Value of the  Shares  as of the date of the  offer),  and the time
within which such person must accept such offer,  which shall in no event exceed
thirty  (30)  days  from  the  date  upon  which  the  Administrator   made  the
determination  to grant the Stock Purchase Right. The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the
Administrator.  Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock."

         (b) REPURCHASE OPTION.  Unless the Administrator  determines otherwise,
the  Restricted  Stock purchase  agreement  shall grant the Company a repurchase
option  exercisable  upon  the  voluntary  or  involuntary  termination  of  the
purchaser's  employment  with the  Company  for any reason  (including  death or
Disability).   The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted  Stock  purchase  agreement  shall be the original  price paid by the
purchaser and may be paid by cancellation  of any  indebtedness of the purchaser
to  the  Company.  The  repurchase  option  shall  lapse  at  such  rate  as the
Administrator may determine, but at a minimum rate of 20% per year.

         (c) OTHER  PROVISIONS.  The Restricted  Stock purchase  agreement shall
contain such other terms,  provisions and conditions not  inconsistent  with the
Plan as may be  determined  by the  Administrator  in its  sole  discretion.  In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

         (d)  RIGHTS  AS  A  SHAREHOLDER.  Once  the  Stock  Purchase  Right  is
exercised,  the  purchaser  shall  have  the  rights  equivalent  to  those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized  transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 14
of the Plan.

     13.  STOCK  WITHHOLDING  TO SATISFY  WITHHOLDING  TAX  OBLIGATIONS.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option or Stock  Purchase  Right,  which  tax  liability  is
subject to tax  withholding  under  applicable  tax laws,  and the  Optionee  is
obligated to pay the Company an amount required to be withheld under  applicable
tax laws, the Optionee may satisfy the withholding tax obligation by electing to
have the  Company  withhold  from the Shares to be issued  upon  exercise of the
Option,  or the Shares to be issued in connection with the Stock Purchase Right,
if any,  that number of Shares  having a Fair  Market  Value equal to the amount
required  to be  withheld.  The Fair  Market  Value of the Shares to be withheld
shall be  determined  on the date that the amount of tax to be withheld is to be
determined (the "Tax Date").

<PAGE>

         All  elections by an Optionee to have Shares  withheld for this purpose
shall be made in writing in a form acceptable to the  Administrator and shall be
subject to the following restrictions:

         (a) the election must be made on or prior to the applicable Tax Date;

         (b) once made,  the election  shall be irrevocable as to the particular
Shares of the Option or Stock  Purchase  Right as to which the election is made;
and

         (c) all elections shall be subject to the consent or disapproval of the
Administrator.

         In the  event  the  election  to  have  Shares  withheld  is made by an
Optionee  and the Tax Date is deferred  under  Section 83 of the Code because no
election is filed under  Section 83(b) of the Code,  the Optionee  shall receive
the full  number of Shares  with  respect to which the Option or Stock  Purchase
Right is  exercised  but such  Optionee  shall be  unconditionally  obligated to
tender back to the Company the proper number of Shares on the Tax Date.

     14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         (a) CHANGES IN  CAPITALIZATION.  Subject to any required  action by the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Option or Stock Purchase  Right,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options or Stock  Purchase  Rights have yet been  granted or which have
been returned to the Plan upon  cancellation or expiration of an Option or Stock
Purchase  Right,  the maximum number of shares of Common Stock for which options
may be granted to any employee under Section 8 of the Plan, as well as the price
per share of Common  Stock  covered  by each  such  outstanding  Option or Stock
Purchase Right, shall be  proportionately  adjusted for any increase or decrease
in the number of issued  shares of Common  Stock  resulting  from a stock split,
reverse stock split,  stock  dividend,  combination or  reclassification  of the
Common Stock,  or any other  increase or decrease in the number of issued shares
of Common  Stock  effected  without  receipt of  consideration  by the  Company;
provided,  however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected  without  receipt of  consideration."
Such adjustment shall be made by the Board, whose  determination in that respect
shall be final, binding and conclusive.  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
of Common Stock subject to an Option or Stock Purchase Right.

         (b)  DISSOLUTION  OR   LIQUIDATION.   In  the  event  of  the  proposed
dissolution or  liquidation of the Company,  the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed  action.  To the extent it has
not been previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

<PAGE>

         (c) MERGER OR SALE OF ASSETS.  In the event of a merger of the  Company
with or into another  corporation or the sale of all or substantially all of the
assets of the Company, the Option or Stock Purchase Right shall be assumed or an
equivalent option or right shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation. In the event the Option or
Stock  Purchase  Right is not  assumed or  substituted,  the  Optionee  or Stock
Purchase  Right  holder  shall  have the right to  exercise  the Option or Stock
Purchase  Right as to all of the Optioned Stock or Restricted  Stock,  including
Shares as to which  the  Option  would not  otherwise  be  exercisable,  and any
Restricted  Stock  held by a  purchaser  shall be  released  from the  Company's
repurchase option.

     15. TIME OF GRANTING OPTIONS AND STOCK PURCHASE  RIGHTS.  The date of grant
of an Option or Stock  Purchase  Right shall,  for all purposes,  be the date on
which the Administrator  makes the  determination  granting such Option or Stock
Purchase Right, or such other date as is determined by the Board.  Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase  Right is so granted  within a reasonable  time after the date of
such grant.

     16. AMENDMENT AND TERMINATION OF THE PLAN.

         (a) AMENDMENT AND TERMINATION.  The Board may at any time amend, alter,
suspend or  discontinue  the Plan, but no amendment,  alteration,  suspension or
discontinuation  shall be made which  would  impair  the rights of any  Optionee
under any grant theretofore made,  without his or her consent.  In addition,  to
the extent  necessary and desirable to comply with Rule 16b-3 under the Exchange
Act or with Section  162(m) and 422 of the Code (or any other  applicable law or
regulation,  including  the  requirements  of the NASD or an  established  stock
exchange),  the Company shall obtain shareholder  approval of any Plan amendment
in such a manner and to such a degree as required.

         (b)  EFFECT  OF  AMENDMENT  OR  TERMINATION.   Any  such  amendment  or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

     17. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance.

         As a condition  to the  exercise of an Option,  the Company may require
the person  exercising  such Option to represent  and warrant at the time of any
such  exercise  that the  Shares are being  purchased  only for  investment  and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

<PAGE>

     18. RESERVATION OF SHARES. The Company,  during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         The inability of the Company to obtain  authority  from any  regulatory
body having jurisdiction,  which authority is deemed by the Company's counsel to
be necessary  to the lawful  issuance  and sale of any Shares  hereunder,  shall
relieve the Company of any  liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

     19.  AGREEMENTS.  Options and Stock  Purchase  Rights shall be evidenced by
written agreements in such form as the Board shall approve from time to time.

     20.  SHAREHOLDER  APPROVAL.  Continuance  of the Plan  shall be  subject to
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any stock exchange upon which the Common Stock is listed.

     21. INFORMATION TO OPTIONEES AND PURCHASERS.  The Company shall provide, to
each Optionee and to each  individual who acquired  Shares pursuant to the Plan,
during the period such  Optionee or  purchaser  has one or more Options or Stock
Purchase  Rights  outstanding,  and, in the case of an  individual  who acquired
Shares pursuant to the Plan, during the period such individual owns such Shares,
copies of all annual reports.  The Company shall not be required to provide such
information if the issuance of Options or Stock  Purchase  Rights under the Plan
is limited to key employees  whose duties in connection  with the Company assure
their access to equivalent information.