Exhibit 10.3

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                              ALFACELL CORPORATION

                            2004 STOCK INCENTIVE PLAN

                                NOVEMBER 12, 2003

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                                Table of Contents

Section 1.   Purpose ......................................................    1

Section 2.   Definitions ..................................................    1

Section 3.   Administration ...............................................    3
       (a)   Power and Authority of the Committee .........................    3
       (b)   Power and Authority of the Board .............................    4

Section 4.   Shares Available for Awards ..................................    4
       (a)   Shares Available .............................................    4
       (b)   Accounting for Awards ........................................    4
       (c)   Adjustments ..................................................    4
       (d)   Award Limitations Under the Plan .............................    5

Section 5.   Eligibility ..................................................    5

Section 6.   Awards .......................................................    5
       (a)   Options ......................................................    5
       (b)   Stock Appreciation Rights ....................................    7
       (c)   Restricted Stock and Restricted Stock Units ..................    7
       (d)   Performance Awards ...........................................    8
       (e)   Dividend Equivalents .........................................    8
       (f)   Other Stock Grants ...........................................    8
       (g)   Other Stock-Based Awards .....................................    8
       (h)   General ......................................................    9

Section 7.   Amendment and Termination; Adjustments .......................   10
       (a)   Amendments to the Plan .......................................   10
       (b)   Amendments to Awards .........................................   11
       (c)   Correction of Defects, Omissions and Inconsistencies .........   11

Section 8.   Income Tax Withholding .......................................   11

Section 9.   General Provisions ...........................................   12
       (a)   No Rights to Awards ..........................................   12
       (b)   Award Agreements .............................................   12
       (c)   Plan Provisions Control ......................................   12
       (d)   No Rights of Stockholders ....................................   12
       (e)   No Limit on Other Compensation Arrangements ..................   12
       (f)   No Right to Employment .......................................   12
       (g)   Governing Law ................................................   13
       (h)   Severability .................................................   13
       (i)   No Trust or Fund Created .....................................   13
       (j)   Other Benefits ...............................................   13


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       (k)   No Fractional Shares .........................................   13
       (l)   Headings .....................................................   13
       (m)   Section 16 Compliance; Section 162(m) Administration .........   13
       (n)   Conditions Precedent to Issuance of Shares ...................   14

Section 10.  Effective Date of the Plan ...................................   14

Section 11.  Term of the Plan .............................................   14


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                              ALFACELL CORPORATION

                            2004 STOCK INCENTIVE PLAN

Section 1. Purpose

      The purpose of the Plan is to promote the interests of the Company and its
stockholders by aiding the Company in attracting and retaining employees,
officers, consultants, independent contractors, non-employee directors and other
persons or entities capable of assuring the future success of the Company, to
offer such persons incentives to put forth maximum efforts for the success of
the Company's business and to afford such persons an opportunity to acquire a
proprietary interest in the Company.

Section 2. Definitions

      As used in the Plan, the following terms shall have the meanings set forth
below:

      (a) "Affiliate" shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case as
determined by the Committee.

      (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, Other
Stock Grant or Other Stock-Based Award granted under the Plan.

      (c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan. Each Award
Agreement shall be subject to the applicable terms and conditions of the Plan
and any other terms and conditions (not inconsistent with the Plan) determined
by the Committee.

      (d) "Board" shall mean the Board of Directors of the Company.

      (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any regulations promulgated thereunder.

      (f) "Committee" shall mean a committee of Directors designated by the
Board to administer the Plan, which shall initially be the Company's
compensation committee. The Committee shall be comprised of not less than such
number of Directors as shall be required to permit Awards granted under the Plan
to qualify under Rule 16b-3 and Section 162(m) of the Code, and each member of
the Committee shall be a "Non-Employee Director."

      (g) "Company" shall mean Alfacell Corporation, a Delaware corporation, and
any successor corporation.

      (h) "Director" shall mean a member of the Board, including any
Non-Employee Director.

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      (i) "Dividend Equivalent" shall mean any right granted under Section 6(e)
of the Plan.

      (j) "Eligible Person" shall mean any employee, officer, consultant,
independent contractor or director providing services to the Company, any
Affiliate or any other person the Committee determines to be an Eligible Person.

      (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      (l) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. Notwithstanding the foregoing
and unless otherwise determined by the Committee, the Fair Market Value of a
Share as of a given date shall be, if the Shares are then listed on the OTC
Bulletin Board, the average of the high and low sales price of one Share as
reported on the OTC Bulletin Board on the last trading day before such date.

      (m) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to qualify as an "incentive stock option" in
accordance with the terms of Section 422 of the Code or any successor provision.

      (n) "Non-Employee Director" shall mean any Director who is not also an
employee of the Company or an Affiliate within the meaning of Rule 16b-3 and an
"outside director" within the meaning of Section 162(m) of the Code.

      (o) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not an Incentive Stock Option.

      (p) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

      (q) "Other Stock Grant" shall mean any right granted under Section 6(f) of
the Plan.

      (r) "Other Stock-Based Award" shall mean any right granted under Section
6(g) of the Plan.

      (s) "Participant" shall mean an Eligible Person designated to be granted
an Award under the Plan.

      (t) "Performance Award" shall mean any right granted under Section 6(d) of
the Plan.

      (u) "Person" shall mean any individual or entity, including a corporation,
partnership, limited liability company, association, joint venture or trust.

      (v) "Plan" shall mean the Alfacell Corporation 2004 Stock Incentive Plan,
as amended from time to time, the provisions of which are set forth herein.

      (w) "Reload Option" shall mean any Option granted under Section 6(a)(v) of
the Plan.


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      (x) "Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan.

      (y) "Restricted Stock Unit" shall mean any unit granted under Section 6(c)
of the Plan evidencing the right to receive a Share (or a cash payment equal to
the Fair Market Value of a Share) at some future date.

      (z) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation.

      (aa) "Securities Act" shall mean the Securities Act of 1933, as amended.

      (bb) "Share" or "Shares" shall mean a share or shares of common stock,
$.001 par value per share, of the Company or such other securities or property
as may become subject to Awards pursuant to an adjustment made under Section
4(c) of the Plan.

      (cc) "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.

Section 3. Administration

      (a) Power and Authority of the Committee. The Plan shall be administered
by the Committee. Subject to the express provisions of the Plan and to
applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be
covered by (or the method by which payments or other rights are to be determined
in connection with) each Award; (iv) determine the terms and conditions of any
Award or Award Agreement; (v) amend the terms and conditions of any Award or
Award Agreement and accelerate the exercisability of any Option or waive any
restrictions relating to any Award; (vi) determine whether, to what extent and
under what circumstances Awards may be exercised in cash, Shares, promissory
notes (provided, however, that the par value of any Shares to be issued pursuant
to such exercise shall be paid in the form of cash, services rendered, personal
property, real property or a combination thereof and the acceptance of such
promissory notes does not conflict with Section 402 of the Sarbanes-Oxley Act of
2002) other securities, other Awards or other property, or canceled, forfeited
or suspended; (vii) determine whether, to what extent and under what
circumstances cash, Shares, promissory notes (provided, however, that the
acceptance of such promissory notes does not conflict with Section 402 of the
Sarbanes-Oxley Act of 2002), other securities, other Awards, other property and
other amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder thereof or the Committee
(provided, however, that the par value of any Shares and Restricted Stock shall
be paid in the form of cash, services rendered, personal property, real property
or a combination thereof prior to their issuance); (viii) interpret and
administer the Plan and any instrument or agreement, including an Award
Agreement, relating to the Plan; (ix) establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (x) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations,


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determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any Eligible
Person and any holder or beneficiary of any Award.

      (b) Power and Authority of the Board. Notwithstanding anything to the
contrary contained herein, the Board may, at any time and from time to time,
without any further action of the Committee, exercise the powers and duties of
the Committee under the Plan.

Section 4. Shares Available for Awards

      (a) Shares Available. Subject to adjustment as provided in Section 4(c) of
the Plan, the aggregate number of Shares that may be issued under the Plan shall
be 8,500,000. Shares to be issued under the Plan may be either authorized but
unissued Shares or Shares re-acquired and held in treasury. Notwithstanding the
foregoing, (i) the number of Shares available for granting Incentive Stock
Options under the Plan shall not exceed 1,500,000, subject to adjustment as
provided in Section 4(c) of the Plan and subject to the provisions of Section
422 or 424 of the Code or any successor provision and (ii) the number of Shares
available for granting Restricted Stock and Restricted Stock Units shall not
exceed 1,500,000, subject to adjustment as provided in Section 4(c) of the Plan.

      (b) Accounting for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or purchase Shares, the number of Shares
covered by such Award or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan. Any Shares that are used by a Participant as
full or partial payment to the Company of the purchase price relating to an
Award, including Shares tendered in connection with the grant of a Reload
Option, or in connection with the satisfaction of tax obligations relating to an
Award, shall again be available for granting Awards (other than Incentive Stock
Options) under the Plan. In addition, if any Shares covered by an Award or to
which an Award relates are not purchased or are forfeited, or if an Award
otherwise terminates without delivery of any Shares, then the number of Shares
counted against the aggregate number of Shares available under the Plan with
respect to such Award, to the extent of any such forfeiture or termination,
shall again be available for granting Awards under the Plan.

      (c) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or other property) that thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase price or exercise
price with respect to any Award; provided,


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however, that the number of Shares covered by any Award or to which such Award
relates shall always be a whole number.

      Notwithstanding the above, in the event (i) of any reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Shares
or other securities of the Company or any other similar corporate transaction or
event or (ii) the Company shall enter into a written agreement to undergo such a
transaction or event, the Committee may, in its sole discretion, cancel any or
all outstanding Awards and pay to the holders of any such Awards that are
otherwise vested, in cash, the value of such Awards based upon the price per
share of capital stock received or to be received by other stockholders of the
Company in such event.

      (d) Award Limitations Under the Plan. No Eligible Person may be granted
any Award or Awards under the Plan, the value of which Award or Awards is based
solely on an increase in the value of the Shares after the date of grant of such
Award or Awards, for more than 1,000,000 Shares (subject to adjustment as
provided for in Section 4(c) of the Plan), in the aggregate in any taxable year.
The foregoing annual limitation specifically includes the grant of any Award or
Awards representing "qualified performance-based compensation" within the
meaning of Section 162(m) of the Code.

Section 5. Eligibility

      Any Eligible Person shall be eligible to be designated a Participant. In
determining which Eligible Persons shall receive an Award and the terms of any
Award, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full-time or part-time employees (which term
as used herein includes, without limitation, officers and directors who are also
employees), and an Incentive Stock Option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a "subsidiary corporation" of the
Company within the meaning of Section 424(f) of the Code or any successor
provision.

Section 6. Awards

      (a) Options. The Committee is hereby authorized to grant Options to
Eligible Persons with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine:

            (i) Exercise Price. The purchase price per Share purchasable under
      an Option shall be determined by the Committee; provided, however, that
      such purchase price shall not be less than 100% of the Fair Market Value
      of a Share on the date of grant of such Option.

            (ii) Option Term. The term of each Option shall be fixed by the
      Committee at the time of grant.

            (iii) Time and Method of Exercise. The Committee shall determine the
      time or times at which an Option may be exercised in whole or in part and
      the method or


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      methods by which, and the form or forms (including, without limitation,
      cash, Shares, promissory notes (provided, however, that the par value of
      any Shares to be issued pursuant to such exercise shall be paid in the
      form of cash, services rendered, personal property, real property or a
      combination thereof and the acceptance of such promissory notes does not
      conflict with Section 402 of the Sarbanes-Oxley Act of 2002) other
      securities, other Awards or other property, or any combination thereof,
      having a Fair Market Value on the exercise date equal to the applicable
      exercise price) in which, payment of the exercise price with respect
      thereto may be made or deemed to have been made.

            (iv) Incentive Stock Options. Notwithstanding anything in the Plan
      to the contrary, the following additional provisions shall apply to the
      grant of stock options which are intended to qualify as Incentive Stock
      Options:

                  (A) The Committee will not grant Incentive Stock Options in
            which the aggregate Fair Market Value (determined as of the time the
            option is granted) of the Shares with respect to which Incentive
            Stock Options are exercisable for the first time by any Participant
            during any calendar year (under this Plan and all other plans of the
            Company and its Affiliates) shall exceed $100,000.

                  (B) All Incentive Stock Options must be granted within ten
            years from the earlier of the date on which this Plan was adopted by
            the Board or the date this Plan was approved by the stockholders of
            the Company.

                  (C) Unless sooner exercised, all Incentive Stock Options shall
            expire and no longer be exercisable no later than 10 years after the
            date of grant; provided, however, that in the case of a grant of an
            Incentive Stock Option to a Participant who, at the time such Option
            is granted, owns (within the meaning of Section 422 of the Code)
            stock possessing more than 10% of the total combined voting power of
            all classes of stock of the Company or of its Affiliate, such
            Incentive Stock Option shall expire and no longer be exercisable no
            later than five years from the date of grant.

                  (D) The purchase price per Share for an Incentive Stock Option
            shall be not less than 100% of the Fair Market Value of a Share on
            the date of grant of the Incentive Stock Option; provided, however,
            that, in the case of the grant of an Incentive Stock Option to a
            Participant who, at the time such Option is granted, owns (within
            the meaning of Section 422 of the Code) stock possessing more than
            10% of the total combined voting power of all classes of stock of
            the Company or of its Affiliate, the purchase price per Share
            purchasable under an Incentive Stock Option shall be not less than
            110% of the Fair Market Value of a Share on the date of grant of the
            Incentive Stock Option.

                  (E) Any Incentive Stock Option authorized under the Plan shall
            contain such other provisions as the Committee shall deem advisable,
            but shall in all events be consistent with and contain all
            provisions required in order to qualify the Option as an Incentive
            Stock Option.


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            (v) Reload Options. The Committee may grant Reload Options,
      separately or together with another Option and subject to the terms and
      conditions established by the Committee, pursuant to which the Participant
      would be granted a new Non-Qualified Stock Option when the payment of the
      exercise price of a previously granted option for common stock is made by
      the delivery of Shares owned by the Participant pursuant to Section
      6(a)(iii) hereof or the relevant provisions of another plan of the
      Company, when Shares are tendered or withheld as payment of the amount to
      be withheld under applicable income tax laws in connection with the
      exercise of an Option, which new Non-Qualified Stock Option would be a
      Non-Qualified Stock Option to purchase the number of Shares not exceeding
      the sum of (A) the number of Shares so provided as consideration upon the
      exercise of the previously granted option to which such Reload Option
      relates and (B) the number of Shares, if any, tendered or withheld as
      payment of the amount to be withheld under applicable tax laws in
      connection with the exercise of the option to which such Reload Option
      relates pursuant to the relevant provisions of the plan or agreement
      relating to such option. Reload Options may be granted with respect to
      options previously granted under the Plan or any other stock option plan
      of the Company or any Affiliate or may be granted in connection with any
      option granted under the Plan or any other stock option plan of the
      Company or any Affiliate at the time of such grant. Such Reload Options
      shall have a per share exercise price equal to the Fair Market Value of
      one Share as of the date of grant of the new Non-Qualified Stock Option.
      Any Reload Option shall be subject to availability of sufficient Shares
      for grant under the Plan. Shares surrendered as part or all of the
      exercise price of the Non-Qualified Stock Option to which it relates that
      have been owned by the optionee less than six months will not be counted
      for purposes of determining the number of Shares that may be purchased
      pursuant to a Reload Option.

      (b) Stock Appreciation Rights. The Committee is hereby authorized to grant
Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan.
Each Stock Appreciation Right granted under the Plan shall confer on the holder
upon exercise the right to receive, as determined by the Committee, cash or a
number of Shares equal to the excess of (i) the Fair Market Value of one Share
on the date of exercise (or, if the Committee shall so determine, at any time
during a specified period before or after the date of exercise) over (ii) the
grant price of the Stock Appreciation Right as determined by the Committee,
which grant price shall not be less than 100% of the Fair Market Value of one
Share on the date of grant of the Stock Appreciation Right. Subject to the terms
of the Plan, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions (including conditions
or restrictions on the exercise thereof) of any Stock Appreciation Right shall
be as determined by the Committee.

      (c) Restricted Stock and Restricted Stock Units. The Committee is hereby
authorized to grant Restricted Stock and Restricted Stock Units to Eligible
Persons with the following terms and conditions and with such additional terms
and conditions not inconsistent with the provisions of the Plan as the Committee
shall determine:

            (i) Restrictions. Shares of Restricted Stock and Restricted Stock
      Units shall be subject to such restrictions as the Committee may impose
      (including, without limitation, a restriction on or prohibition against
      the right to receive any dividend or other


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      right or property with respect thereto), which restrictions may lapse
      separately or in combination at such time or times, in such installments
      or otherwise as the Committee may deem appropriate.

            (ii) Stock Certificates. Any Restricted Stock granted under the Plan
      shall be evidenced by the issuance of a stock certificate or certificates,
      which shall be held by the Company. Such certificate or certificates shall
      be registered in the name of the Participant and shall bear an appropriate
      legend referring to the applicable Award Agreement and possible forfeiture
      of such shares of Restricted Stock.

            (iii) Forfeiture. Except as otherwise determined by the Committee,
      upon a Participant's termination of employment (as determined under
      criteria established by the Committee) during the applicable restriction
      period, all applicable Shares of Restricted Stock and Restricted Stock
      Units at such time subject to restriction shall be forfeited and
      reacquired by the Company; provided, however, that the Committee may, when
      it finds that a waiver would be in the best interest of the Company, waive
      in whole or in part any or all remaining restrictions with respect to
      Shares of Restricted Stock or Restricted Stock Units.

      (d) Performance Awards. The Committee is hereby authorized to grant
Performance Awards to Eligible Persons subject to the terms of the Plan. A
Performance Award granted under the Plan (i) may be denominated or payable in
cash, Shares (including, without limitation, Restricted Stock and Restricted
Stock Units), other securities, other Awards or other property and (ii) shall
confer on the holder thereof the right to receive payments, in whole or in part,
upon the achievement of such performance goals during such performance periods
as the Committee shall establish. Subject to the terms of the Plan, the
performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted, the amount
of any payment or transfer to be made pursuant to any Performance Award and any
other terms and conditions of any Performance Award shall be determined by the
Committee.

      (e) Dividend Equivalents. The Committee is hereby authorized to grant
Dividend Equivalents to Eligible Persons under which the Participant shall be
entitled to receive payments (in cash, Shares, other securities, other Awards or
other property as determined in the discretion of the Committee) equivalent to
the amount of cash dividends paid by the Company to holders of Shares with
respect to a number of Shares determined by the Committee. Subject to the terms
of the Plan, such Dividend Equivalents may have such terms and conditions as the
Committee shall determine.

      (f) Other Stock Grants. The Committee is hereby authorized, subject to the
terms of the Plan, to grant to Eligible Persons Shares without restrictions
thereon as are deemed by the Committee to be consistent with the purpose of the
Plan.

      (g) Other Stock-Based Awards. The Committee is hereby authorized to grant
to Eligible Persons, subject to the terms of the Plan, such other Awards that
are denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the


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Committee to be consistent with the purpose of the Plan. Shares or other
securities delivered pursuant to a purchase right granted under this Section
6(g) shall be purchased for such consideration, which may be paid by such method
or methods and in such form or forms (including, without limitation, cash,
Shares, promissory notes promissory notes (provided, however, that the par value
of any Shares to be issued pursuant to such exercise shall be paid in the form
of cash, services rendered, personal property, real property or a combination
thereof and the acceptance such promissory notes does not conflict with Section
402 of the Sarbanes-Oxley Act of 2002) other securities, other Awards or other
property or any combination thereof), as the Committee shall determine, the
value of which consideration, as established by the Committee, shall not be less
than 100% of the Fair Market Value of such Shares or other securities as of the
date such purchase right is granted.

      (h) General.

            (i) Consideration for Awards. Awards may be granted for no cash
      consideration or for any cash or other consideration as determined by the
      Committee and required by applicable law.

            (ii) Awards May Be Granted Separately or Together. Awards may, in
      the discretion of the Committee, be granted either alone or in addition
      to, in tandem with or in substitution for any other Award or any award
      granted under any plan of the Company or any Affiliate. Awards granted in
      addition to or in tandem with other Awards or in addition to or in tandem
      with awards granted under any such other plan of the Company or any
      Affiliate may be granted either at the same time as or at a different time
      from the grant of such other Awards or awards.

            (iii) Forms of Payment under Awards. Subject to the terms of the
      Plan, payments or transfers to be made by the Company or an Affiliate upon
      the grant, exercise or payment of an Award may be made in such form or
      forms as the Committee shall determine (including, without limitation,
      cash, Shares, promissory notes (provided, however, that the acceptance of
      such promissory notes does not conflict with Section 402 of the
      Sarbanes-Oxley Act of 2002), other securities, other Awards or other
      property or any combination thereof), and may be made in a single payment
      or transfer, in installments or on a deferred basis, in each case in
      accordance with rules and procedures established by the Committee. Such
      rules and procedures may include, without limitation, provisions for the
      payment or crediting of reasonable interest on installment or deferred
      payments or the grant or crediting of Dividend Equivalents with respect to
      installment or deferred payments.

            (iv) Limits on Transfer of Awards. No Award (other than Other Stock
      Grants) and no right under any such Award shall be transferable by a
      Participant otherwise than by will or by the laws of descent and
      distribution and the Company shall not be required to recognize any
      attempted assignment of such rights by any Participant; provided, however,
      that, if so determined by the Committee, a Participant may, in the manner
      established by the Committee, designate a beneficiary or beneficiaries to
      exercise the rights of the Participant and receive any property
      distributable with respect to any Award upon the death of the Participant;
      provided, further, that, if so determined by the


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      Committee, a Participant may transfer a Non-Qualified Stock Option to any
      Family Member (as such term is defined in the General Instructions to Form
      S-8 (or successor to such Instructions or such Form)) at any time that
      such Participant holds such Option, provided that the Participant may not
      receive any consideration for such transfer, the Family Member may not
      make any subsequent transfers other than by will or by the laws of descent
      and distribution and the Company receives written notice of such transfer,
      provided, further, that, if so determined by the Committee and except in
      the case of an Incentive Stock Option, Awards may be transferable as
      determined by the Committee. Except as otherwise determined by the
      Committee, each Award (other than an Incentive Stock Option) or right
      under any such Award shall be exercisable during the Participant's
      lifetime only by the Participant or, if permissible under applicable law,
      by the Participant's guardian or legal representative. Except as otherwise
      determined by the Committee, no Award (other than an Incentive Stock
      Option) or right under any such Award may be pledged, alienated, attached
      or otherwise encumbered, and any purported pledge, alienation, attachment
      or other encumbrance thereof shall be void and unenforceable against the
      Company or any Affiliate.

            (v) Term of Awards. Subject to Section 6(a)(iv)(C) of the Plan, the
      term of each Award shall be for such period as may be determined by the
      Committee.

            (vi) Restrictions; Securities Exchange Listing. All Shares or other
      securities delivered under the Plan pursuant to any Award or the exercise
      thereof shall be subject to such stop transfer orders and other
      restrictions as the Committee may deem advisable under the Plan,
      applicable federal or state securities laws and regulatory requirements,
      and the Committee may direct appropriate stop transfer orders and cause
      other legends to be placed on the certificates for such Shares or other
      securities to reflect such restrictions. If the Shares or other securities
      are traded on a securities exchange, the Company shall not be required to
      deliver any Shares or other securities covered by an Award unless and
      until such Shares or other securities have been admitted for trading on
      such securities exchange.

            (vii) Prohibition on Repricing. Except as provided in Section 4(c)
      hereof, no Option or Stock Appreciation Right may be amended to reduce its
      initial exercise price and no Option shall be canceled and replaced with
      Options or Stock Appreciation Rights having a lower exercise price,
      without the approval of the stockholders of the Company or unless there
      would be no material adverse effect on the Company's financial statements
      as prepared in accordance with Generally Accepted Accounting Principles.

Section 7. Amendment and Termination; Adjustments

      (a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan at any time; provided, however, that,
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the stockholders of the Company, no such amendment, alteration,
suspension, discontinuation or termination shall be made that, absent such
approval:


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<PAGE>

            (i) violates the rules or regulations of the National Association of
      Securities Dealers, Inc. or any other securities exchange that are
      applicable to the Company;

            (ii) causes the Company to be unable, under the Code, to grant
      Incentive Stock Options under the Plan;

            (iii) increases the number of shares authorized under the Plan as
      specified in Section 4(a) of the Plan;

            (iv) permits the award of Options or Stock Appreciation Rights at a
      price less than 100% of the Fair Market Value of a Share on the date of
      grant of such Option or Stock Appreciation Right, as prohibited by
      Sections 6(a)(i) and 6(b)(ii) of the Plan or the repricing of Options or
      Stock Appreciation Rights, as prohibited by Section 6(h)(vii) of the Plan;
      or

            (v) would prevent the grant of Options or Stock Appreciation Rights
      that would qualify under Section 162(m) of the Code.

      (b) Amendments to Awards. The Committee may waive any conditions of or
rights of the Company under any outstanding Award, prospectively or
retroactively. Except as otherwise provided herein or in an Award Agreement, the
Committee may not amend, alter, suspend, discontinue or terminate any
outstanding Award, prospectively or retroactively, if such action would
adversely affect the rights of the holder of such Award, without the consent of
the Participant or holder or beneficiary thereof.

      (c) Correction of Defects, Omissions and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.

Section 8. Income Tax Withholding

      In order to comply with all applicable federal, state or local income tax
laws or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal, state or local payroll, withholding, income
or other taxes, which are the sole and absolute responsibility of a Participant,
are withheld or collected from such Participant. In order to assist a
Participant in paying all or a portion of the federal, state and local taxes to
be withheld or collected upon exercise or receipt of (or the lapse of
restrictions relating to) an Award, the Committee, in its discretion and subject
to such additional terms and conditions as it may adopt, may permit the
Participant to satisfy such tax obligation by (i) electing to have the Company
withhold a portion of the Shares otherwise to be delivered upon exercise or
receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes (but only to the extent of the
minimum amount required to be withheld under applicable laws or regulations) or
(ii) delivering to the Company Shares other than Shares issuable upon exercise
or receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes. The election, if any, must be
made on or before the date that the amount of tax to be withheld is determined.


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<PAGE>

Section 9. General Provisions

      (a) No Rights to Awards. No Eligible Person or other Person shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Eligible Persons or holders or beneficiaries of
Awards under the Plan. The terms and conditions of Awards need not be the same
with respect to any Participant or with respect to different Participants.

      (b) Award Agreements. No Participant will have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company and, if requested by the Company, signed
by the Participant.

      (c) Plan Provisions Control. In the event that any provision of an Award
Agreement conflicts with or is inconsistent in any respect with the terms of the
Plan as set forth herein or subsequently amended, the terms of the Plan shall
control.

      (d) No Rights of Stockholders. Except with respect to Shares of Restricted
Stock as to which the Participant has been granted the right to vote, neither a
Participant nor the Participant's legal representative shall be, or have any of
the rights and privileges of, a stockholder of the Company with respect to any
Shares issuable to such Participant upon the exercise or payment of any Award,
in whole or in part, unless and until such Shares have been issued in the name
of such Participant or such Participant's legal representative without
restrictions thereto.

      (e) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.

      (f) No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ, or as giving a
director of the Company or an Affiliate the right to continue as a director or
an Affiliate of the Company or any Affiliate, nor will it affect in any way the
right of the Company or an Affiliate to terminate such employment at any time,
with or without cause. In addition, the Company or an Affiliate may at any time
dismiss a Participant from employment, or terminate the term of a director of
the Company or an Affiliate, free from any liability or any claim under the Plan
or any Award, unless otherwise expressly provided in the Plan or in any Award
Agreement. Nothing in this Plan shall confer on any person any legal or
equitable right against the Company or any Affiliate, directly or indirectly, or
give rise to any cause of action at law or in equity against the Company or an
Affiliate. The Awards granted hereunder shall not form any part of the wages or
salary of any Eligible Person for purposes of severance pay or termination
indemnities, irrespective of the reason for termination of employment. Under no
circumstances shall any person ceasing to be an employee of the Company or any
Affiliate be entitled to any compensation for any loss of any right or benefit
under the Plan which such employee might otherwise have enjoyed but for
termination of employment, whether such compensation is claimed by way of
damages for wrongful or unfair dismissal, breach of contract or otherwise. By
participating in the Plan, each Participant shall be deemed to have accepted all
the conditions of the Plan and the terms and


                                       12
<PAGE>

conditions of any rules and regulations adopted by the Committee and shall be
fully bound thereby.

      (g) Governing Law. The validity, construction and effect of the Plan or
any Award, and any rules and regulations relating to the Plan or any Award,
shall be determined in accordance with the internal laws, and not the law of
conflicts, of the State of Delaware.

      (h) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.

      (i) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and an Eligible Person or any
other Person. To the extent that any Person acquires a right to receive payments
from the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

      (j) Other Benefits. No compensation or benefit awarded to or realized by
any Participant under the Plan shall be included for the purpose of computing
such Participant's compensation under any compensation-based retirement,
disability, or similar plan of the Company unless required by law or otherwise
provided by such other plan.

      (k) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

      (l) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

      (m) Section 16 Compliance; Section 162(m) Administration. The Plan is
intended to comply in all respects with Rule 16b-3 or any successor provision,
as in effect from time to time, and in all events the Plan shall be construed in
accordance with the requirements of Rule 16b-3. If any Plan provision does not
comply with Rule 16b-3 as hereafter amended or interpreted, the provision shall
be deemed inoperative. The Board of Directors, in its absolute discretion, may
bifurcate the Plan so as to restrict, limit or condition the use of any
provision of the Plan with respect to persons who are officers or directors
subject to Section 16 of the Exchange Act without so restricting, limiting or
conditioning the Plan with respect to other Eligible Persons. With respect to
Options and Stock Appreciation Rights, the Company intends to have the Plan
administered in accordance with the requirements for the award of "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Code.


                                       13
<PAGE>

      (n) Conditions Precedent to Issuance of Shares. Shares shall not be issued
pursuant to the exercise or payment of the purchase price relating to an Award
unless such exercise or payment and the issuance and delivery of such Shares
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, the requirements of any applicable Stock
Exchange and the Delaware General Corporation Law. As a condition to the
exercise or payment of the purchase price relating to such Award, the Company
may require that the person exercising or paying the purchase price represent
and warrant 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 and warranty is required by law.

Section 10. Effective Date of the Plan

      The Plan shall be effective upon its adoption by the Board, provided,
however, that in the event the Plan is not approved by the stockholders of the
Company within one year thereafter, the Plan will be terminated and all Awards
granted under the Plan will be terminated and deemed null and void, provided,
however, that with respect to any Shares (including Shares of Restricted Stock)
issued under the Plan prior to such termination, the Plan shall be deemed to be
effective.

Section 11. Term of the Plan

      No Award shall be granted under the Plan after November 12, 2013 or any
earlier date of discontinuation or termination established pursuant to Section
7(a) of the Plan. However, unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award theretofore granted may extend beyond
such date, and the authority of the Committee provided for hereunder with
respect to the Plan and any Awards, and the authority of the Board to amend the
Plan, shall extend beyond the termination of the Plan.


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