Exhibit 4.1

                             SIGA Technologies, Inc.
    Amended and Restated 1996 Incentive and Non-Qualified Stock Option Plan,
                                   as amended

      The SIGA Technologies, Inc. 1996 Incentive and Non-Qualified Stock Option
      Plan (the "Plan") was initially adopted in 1996. The Plan subsequently was
      amended in 1998, 1999 and 2000 to increase the number of shares of Company
      Stock with respect to which awards may be granted under the Plan. The Plan
      was amended and restated in its entirety and renamed the SIGA
      Technologies, Inc. Amended and Restated 1996 Incentive and Non-Qualified
      Stock Option Plan on May 3, 2001, by the Board of Directors, subject to
      approval by the stockholders of the Company. The Plan is hereby further
      amended and restated, subject to stockholder approval. The terms of the
      Plan, as amended and restated, shall apply to all Options granted after
      the effective date set forth in Section 24 hereof. The purposes of the
      Plan are to attract and retain the best available personnel, to provide an
      additional incentive to the employees, consultants and non-employee
      directors of SIGA Technologies, Inc., a Delaware corporation (the
      "Company"), and to promote the success of the Company's business.

1.    Definitions

      As used in the Plan, the following definitions apply to the terms
      indicated below:

      (a)   "Affiliate" shall mean an entity (whether or not incorporated),
            controlling, controlled by or under common control with the Company.

      (b)   "Board of Directors" shall mean the Board of Directors of SIGA
            Technologies, Inc.

      (c)   "Cause" shall have the meaning set forth in any employment agreement
            between the Participant and the Company in effect as of the date the
            event giving rise to cause occurred. In the absence of such an
            employment agreement provision, "Cause" shall mean: (a) the
            Participant's conviction of any crime (whether or not involving the
            Company) constituting a felony in the jurisdiction involved; (b)
            conduct of the Participant related to the Participant's employment
            for which either criminal or civil penalties against the Participant
            or the Company may be sought; (c) material violation of the
            Company's policies, including, without limitation, those relating to
            sexual harassment, the disclosure or misuse of confidential
            information, or those set forth in Company manuals or statements of
            policy; (d) serious neglect or misconduct in the performance of the
            Participant's duties for the Company or willful or repeated failure
            or refusal to perform such duties; or (e) any material violation by
            the Participant of the terms of any agreement between the
            Participant and the Company, including, without limitation, any
            employment or non-competition agreement. Any rights the Company may
            have hereunder in respect of the events giving rise to Cause shall
            be in addition to the rights the Company may have under any other
            agreement with a Participant or at law or in equity. Any
            determination of whether a Participant's employment is (or is deemed
            to have been) terminated for Cause shall be made by the Committee in
            its sole discretion, which determination shall be final and binding
            on all parties. If, subsequent to a Participant's termination of
            employment (whether voluntary or involuntary) without Cause, it is
            discovered that the Participant's employment could have been
            terminated for Cause, such Participant's employment shall be deemed
            to have been terminated for Cause. A Participant's termination of
            employment for Cause shall be effective as of the date of the
            occurrence of the event giving rise to Cause, regardless of when the
            determination of Cause is made.

      (d)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (e)   "Committee" shall mean the Committee appointed by the Board of
            Directors to administer the Plan; provided, however, that the
            Committee shall at all times consist of two or more persons, all of
            whom are "non-employee directors" within the meaning of Rule 16b-3
            under the Exchange Act and "outside directors" within the meaning of

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            Section 162(m) of the Code. With respect to any matters relating to
            the grant of Options to non-employee members of the Board of
            Directors or to individuals who are not reasonably expected to be
            "covered employees" within the meaning of Section 162(m) of the Code
            at the time the Option is exercised, the Committee may be the entire
            Board of Directors.

      (f)   "Company" shall mean SIGA Technologies, Inc. or any successor
            thereto. References to the Company also shall include the Company's
            Affiliates unless the context clearly indicates otherwise.

      (g)   "Company Stock" shall mean the common stock of the Company, par
            value $0.000l per share.

      (h)   "Disability" shall mean a disability described in Section 422(c)(6)
            of the Code. The existence of a Disability shall be determined by
            the Committee in its absolute discretion.

      (i)   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
            amended from time to time.

      (j)   "Fair Market Value" shall mean, with respect to a share of Company
            Stock on an applicable date:

      (i)   If the principal market for the Company Stock (the "Market") is a
            national securities exchange or the National Association of
            Securities Dealers Automated Quotation System ("NASDAQ") National
            Market, the last sale price or, if no reported sales take place on
            the applicable date, the average of the high bid and low asked price
            of Company Stock as reported for such Market on such date or, if no
            such quotation is made on such date, on the next preceding day on
            which there were quotations, provided that such quotations shall
            have been made within the ten (10) business days preceding the
            applicable date; (ii) If the Market is the NASDAQ National List, the
            NASDAQ Supplemental List or another market, the average of the high
            bid and low asked price for Company Stock on the applicable date,
            or, if no such quotations shall have been made on such date, on the
            next preceding day on which there were quotations, provided that
            such quotations shall have been made within the ten (10) business
            days preceding the applicable date; or, (iii) In the event that
            neither paragraph (i) nor (ii) shall apply, the Fair Market Value of
            a share of Company Stock on any day shall be determined in good
            faith by the Committee in a manner consistently applied.

      (k)   "Incentive Stock Option" shall mean an Option that is an "incentive
            stock option" within the meaning of Section 422 of the Code and that
            is identified as an Incentive Stock Option in the applicable Option
            Agreement.

      (l)   "Non-Qualified Stock Option" shall mean an Option that is not an
            Incentive Stock Option

      (m)   "Option" shall mean an option to purchase shares of Company Stock
            (whether an Incentive Stock Option or a Non-Qualified Stock Option)
            that is granted pursuant to the Plan.

      (n)   "Option Agreement" shall mean an agreement, in such form and
            including such terms as the Committee in its sole discretion shall
            determine, evidencing an Option.

      (o)   "Participant" shall mean an individual who is eligible to
            participate in the Plan pursuant to Section 5 hereof and to whom an
            Option is granted pursuant to the Plan, and, upon his or her death,
            the individual's successors, heirs, executors and administrators, as
            the case may be.

      (p)   "Plan" shall mean this SIGA Technologies, Inc. Amended and Restated
            1996 Incentive and Non-Qualified Stock Option Plan, as it may be
            amended from time to time. Prior to the effective date hereof, the
            Plan was referred to as the SIGA Technologies, Inc. 1996 Incentive
            and Non-Qualified Stock Option Plan and the SIGA Corporation 1996
            Stock Option Plan.

      (q)   "Reload Option" shall mean an Option granted to a Participant in
            accordance with Section 6 hereof upon the exercise of an Option.

      (r)   References in this Plan to a "termination of employment" or to a
            Participant or employee who terminates employment or the like, mean
            the Participant's (i) ceasing to be employed by, or to


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            provide consulting or other services for, the Company or any
            corporation (or any of its subsidiaries) which assumes the
            Participant's award in a transaction to which Section 424(a) of the
            Code applies or (ii) ceasing to be a member of the Board of
            Directors. For purposes of the foregoing, if a Participant (a) at
            the time of reference, is an employee, consultant or a member of the
            Board of Directors, or any two of the three relationships, or (b)
            ceases to be an employee, consultant or a member of the Board of
            Directors and immediately is engaged in another of such
            relationships with the Company, the Participant shall not be
            considered to have terminated employment until he ceases the last of
            such relationships with the Company.

2.    Stock Subject to the Plan

      (a)   Plan Limit

            Subject to adjustment as provided in Section 9 hereof, the Committee
            may grant Options hereunder with respect to shares of Company Stock
            that in the aggregate do not exceed 10,000,000 shares. To the extent
            that any Options terminate, expire or are cancelled without having
            been exercised, the shares covered by such Options shall again be
            available for grant under the Plan. Shares of Company Stock issued
            under the Plan may be either newly issued shares or treasury shares,
            at the discretion of the Committee.

      (b)   Individual Limit

            Subject to adjustment as provided in Section 9 hereof, during any
            calendar year, the Committee shall not grant any one Participant
            Options hereunder with respect to more than 4,900,000 shares of
            Company Stock, which limit shall include any shares represented by
            an Option granted within the same year that has been cancelled.

3.    Administration of the Plan

      The Plan shall be administered by the Committee, provided, however, that
      in the absence of the appointment of the Committee or for any other reason
      determined by the Board of Directors, the Board of Directors may take any
      action under the Plan that would otherwise be the responsibility of the
      Committee. The Committee shall from time to time designate the individuals
      who shall be granted Options and the amount and type of such Options.

      The Committee shall have fill authority to administer the Plan, including
      authority to interpret and construe any provision of the Plan and the
      terms of any Option issued under it, correct any defect or supply any
      omission or reconcile any inconsistency in the Plan and any Option
      Agreement, adopt such rules and regulations for administering the Plan as
      it may deem necessary or appropriate, and delegate such administrative
      responsibilities as it deems appropriate, provided, however, that the
      Committee shall retain the responsibility to designate the Option
      recipients and the amount and type of such Options. Decisions of the
      Committee shall be final and binding on all parties. The Committee's
      determinations under the Plan may, but need not, be uniform and may be
      made on a Participant-by-Participant basis (whether or not two or more
      Participants are similarly situated).

      The Committee may, in its absolute discretion, without amending the Plan,
      accelerate the date on which any Option granted under the Plan becomes
      vested or otherwise adjust any of the terms of such Option (except that no
      such adjustment shall, without the consent of a Participant, reduce the
      Participant's rights under any previously granted and outstanding Option
      unless the Committee determines that such adjustment is necessary or
      appropriate to prevent such Option from constituting "applicable employee
      remuneration" within the meaning of Section 162(m) of the Code).

      Whether an authorized leave of absence, or absence in military or
      government service, shall constitute a termination of employment, and the
      impact, if any, of any such leave of absence on Options theretofore
      granted under the Plan shall be determined by the Committee in its
      absolute discretion, subject to applicable law.


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      A majority of the Committee shall constitute a quorum at any meeting, and
      the acts of a majority of the members present, or acts unanimously
      approved in writing by the entire Committee without a meeting, shall be
      the acts of the Committee.

      No member of the Committee shall be liable for any action, omission, or
      determination relating to the Plan, and the Company shall indemnify and
      hold harmless each member of the Committee and each other director or
      employee of the Company to whom any duty or power relating to the
      administration or interpretation of the Plan has been delegated against
      any cost or expense (including counsel fees) or liability (including any
      sum paid in settlement of a claim with the approval of the Committee)
      arising out of any action, omission or determination relating to the Plan,
      unless, in either case, such action, omission or determination was taken
      or made by such member, director or employee in bad faith and without
      reasonable belief that it was in the best interests of the Company.

4.    Eligibility

      The persons who shall be eligible to receive Options pursuant to the Plan
      shall be (i) officers and salaried employees of the Company and its
      subsidiaries (including employees who are also directors and prospective
      salaried employees conditioned on their becoming salaried employees), (ii)
      members of the Board of Directors (whether or not they also are employees
      of the Company), (iii) such consultants to the Company and its
      subsidiaries as the Committee shall select in its discretion, and (iv) any
      other key persons, as determined by the Committee in its sole discretion,
      provided, however, that Incentive Stock Options only may be granted to
      employees of the Company. For purposes of the preceding sentence, an
      employee means an individual who is (or is expected to be) classified as
      an employee of the Company for purposes of the Company's payroll. A
      director shall not be considered an employee of the Company as a result of
      the Company's payment of a director's fee.

5.    Options

      The Committee may grant Options pursuant to the Plan. Each Option shall be
      evidenced by an Option Agreement in such form and including such terms as
      the Committee shall from time to time approve. Options shall comply with
      and be subject to the following terms and conditions:

      (a)   Identification of Options

            Each Option granted under the Plan shall be clearly identified in
            the applicable Option Agreement as either an Incentive Stock Option
            or as a Non-Qualified Stock Option. In the absence of such
            identification, an Option shall be deemed to be a Non-Qualified
            Stock Option.

      (b)   Exercise Price

            The exercise price-per-share of any Non-Qualified Stock Option
            granted under the Plan shall be such price as the Committee shall
            determine (which may be equal to, less than or greater than the then
            Fair Market Value of a share of Company Stock) on the date on which
            such Non-Qualified Stock Option is granted; provided, that such
            price may not be less than the minimum price required by law.
            Subject to Paragraph (d) of this Section 6, the exercise
            price-per-share of any Incentive Stock Option granted under the Plan
            shall be not less than 100% of the Fair Market Value of a share of
            Company Stock on the date on which such Incentive Stock Option is
            granted (except as permitted in connection with the assumption or
            issuance of Options in a transaction to which Section 424(a) of the
            Code applies) and, to the extent any compensation payable in respect
            of an Option is intended to qualify as performance-based
            compensation under Section 162(m)(4)(C) of the Code, the exercise
            price-per-share of such Option shall be not less than 100% of the
            Fair Market Value of a share of Company Stock on the date on which
            such Option is granted.

      (c)   Term and Exercise of Options

            (1)   Each Option shall be exercisable at such times and under such
                  conditions as determined by the Committee and set forth in the
                  applicable Option Agreement, including


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                  performance criteria with respect to the Company and/or the
                  Participant. Except as provided in Section 7 hereof, an Option
                  shall first be exercisable as of the date on which it vests,
                  and shall remain exercisable until the expiration of ten (10)
                  years from the date such Option was granted; provided,
                  however, that each Option shall be subject to earlier
                  termination, expiration or cancellation as provided in the
                  Plan.

            (2)   Each Option shall be exercisable in whole or in part. The
                  partial exercise of an Option shall not cause the expiration,
                  termination or cancellation of the remaining portion thereof.
                  Upon the partial exercise of an Option, the Option Agreement
                  evidencing such Option shall be returned to the Participant
                  exercising such Option together with the delivery of the
                  certificates described in Section 6(c)(4) hereof.

            (3)   An Option shall be exercised by delivering notice to the
                  Company's principal office, to the attention of its Secretary,
                  at such time as the Committee reasonably may require. Such
                  notice shall be accompanied by the Option Agreement evidencing
                  the Option, shall specify the number of shares of Company
                  Stock with respect to which the Option is being exercised and
                  the effective date of the proposed exercise and shall be
                  signed by the Participant. The Participant may withdraw such
                  notice at any time prior to the close of business on the
                  business day immediately preceding the effective date of the
                  proposed exercise, in which case such Option Agreement shall
                  be returned to him. Payment for shares of Company Stock
                  purchased upon the exercise of an Option shall be made on the
                  effective date of such exercise either:

                  (i)   in cash, by certified check, bank cashier's check or
                        wire transfer; or

                  (ii)  unless provided otherwise in the applicable Option
                        Agreement, in shares of Company Stock owned by the
                        Participant (which, if acquired pursuant to the exercise
                        of a stock option, were acquired at least six months
                        prior to the option exercise date) and valued at their
                        Fair Market Value on the effective date of such
                        exercise, or partly in shares of Company Stock with the
                        balance in cash, by certified check, bank cashier's
                        check or wire transfer; or

                  (iii) unless provided otherwise in the applicable Option
                        Agreement, pursuant to procedures adopted by the
                        Committee whereby the Participant, by a properly written
                        notice, shall direct (A) an immediate market sale or
                        margin loan respecting all or a part of the shares of
                        Company Stock to which the Participant is entitled upon
                        exercise pursuant to an extension of credit by the
                        Company to the Participant of the exercise price (B) the
                        delivery of the shares of Company Stock from the Company
                        directly to the brokerage firm, and (C) the delivery of
                        the exercise price from the sale or margin loan proceeds
                        from the brokerage firm directly to the Company.

                  (iv)  at the discretion of the Committee and to the extent
                        permitted by law, by such other provision as the
                        Committee may from time to time prescribe.

                  (v)   In addition, the Company may, in its sole discretion and
                        at the request of the Participant, (A) lend to the
                        Participant, with full recourse, an amount equal to such
                        portion of the payment for the shares of Company Stock
                        pursuant to the Option as the Committee may determine;
                        or (B) guarantee a loan obtained by the Participant from
                        a third-party for the purpose of tendering such payment.
                        Any payment in shares of Company Stock shall be effected
                        by the delivery of such shares to the Secretary of the
                        Company, duly endorsed in blank or accompanied by stock
                        powers duly executed in blank, together with any other
                        documents and evidences as the Secretary of the Company
                        shall require from time to time.

            (4)   Certificates for shares of Company Stock purchased upon the
                  exercise of an Option shall be issued in the name of the
                  Participant or his or her beneficiary (or permitted
                  transferee),


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                  as the case may be, and delivered to the Participant or his or
                  her beneficiary (or permitted transferee), as the case may be,
                  as soon as practicable following the effective date on which
                  the Option is exercised.

      (d)   Limitations on Grant of Incentive Stock Options

            (1)   To the extent that the aggregate Fair Market Value (determined
                  as of the time the option is granted) of the stock with
                  respect to which Incentive Stock Options granted under this
                  Plan and all other plans of the Company (and any plans of any
                  "subsidiary corporation" or "parent corporation" of the
                  Company within the meaning of Section 424 of the Code) are
                  first exercisable by any employee during any calendar year
                  shall exceed the maximum limit (currently, $100,000), if any,
                  imposed from time to time under Section 422 of the Code, such
                  options shall be treated as Non-Qualified Stock Options. In
                  such an event, the determination of which Options shall remain
                  Incentive Stock Options and which shall be treated as
                  Non-Qualified Stock Options shall be based on the order in
                  which such Options were granted, with the excess over the
                  first $100,000 granted deemed to be Non-Qualified Stock
                  Options. All other terms and provisions of such Options that
                  are deemed to be Non-Qualified Stock Options shall remain
                  unchanged. Upon the exercise of an Option that, pursuant to
                  this Section 6(d)(1) is treated in part as an Incentive Stock
                  Option and in part as a Non-Qualified Stock Option, the
                  Company shall issue separate stock certificates evidencing the
                  shares of Company Stock treated as acquired upon exercise of
                  an Incentive Stock Option and the shares of Company Stock
                  treated as acquired upon exercise of a Non-Qualified Stock
                  Option and shall identify each such certificate accordingly in
                  its stock transfer records.

            (2)   No Incentive Stock Option may be granted to an individual if,
                  at the time of the proposed grant, such individual owns stock
                  possessing more than ten percent (10%) of the total combined
                  voting power of all classes of stock of the Company or any of
                  its "subsidiary corporations" or "parent corporations" (within
                  the meaning of Section 424 of the Code), unless (i) the
                  exercise price of such Incentive Stock Option is at least one
                  hundred ten percent (110%) of the Fair Market Value of a share
                  of Company Stock at the time such Incentive Stock Option is
                  granted and (ii) such Incentive Stock Option is not
                  exercisable after the expiration of five years from the date
                  such Incentive Stock Option is granted.

      (e)   Grants of Reload Options

            If provided in the applicable Option Agreement, an additional option
            (the "Reload Option") shall be granted to any Participant who,
            pursuant to Section 6(c)(3)(ii), delivers shares of Company Stock in
            partial or full payment of the exercise price of an Option (the
            "Original Option"). The Reload Option shall be for a number of
            shares of Company Stock equal to the number thus delivered, shall
            have an exercise price equal to the Fair Market Value of a share of
            Company Stock on the date of exercise of the Original Option, and
            shall have an expiration date no later than the expiration date of
            the Original Option. A Reload Option only may be granted if the
            exercise price-per-share of the Original Option is no less than the
            Fair Market Value of a share of Company Stock on its date of grant.

      (f)   Effect of Termination of Employment

            (1)   Unless otherwise provided in an applicable Option Agreement,
                  in the event that the employment of a Participant with the
                  Company shall terminate for any reason other than Cause,
                  Disability or death (i) Options granted to such Participant,
                  to the extent that they were vested at the time of such
                  termination, shall remain exercisable until the expiration of
                  90 days after such termination, on which date they shall
                  expire, and (ii) Options granted to such Participant, to the
                  extent that they were not vested at the time of such
                  termination, shall expire at the close of business on the date
                  of such termination; provided, however, that no Option shall
                  be exercisable after the expiration of its term.


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            (2)   Unless otherwise provided in an applicable Option Agreement,
                  in the event that the employment of a Participant with the
                  Company shall terminate on account of the death or Disability
                  of the Participant (i) Options granted to such Participant, to
                  the extent that they were vested at the time of such
                  termination, shall remain exercisable (pursuant to Section 16
                  hereof) until the expiration of one year after such
                  termination, on which date they shall expire, and (ii) Options
                  granted to such Participant, to the extent that they were not
                  vested at the time of such termination, shall expire at the
                  close of business on the date of such termination; provided.
                  however, that no Option shall be exercisable after the
                  expiration of its term.

            (3)   Unless otherwise provided in an applicable Option Agreement,
                  in the event of the termination of a Participant's employment
                  for Cause, all outstanding Options granted to such Participant
                  shall expire at the commencement of business on the effective
                  date of such termination (or deemed termination in accordance
                  with Section 2(c)).

      (g)   Other Option Grants.

            The Committee, in its discretion, may grant Options with terms
            different than those set forth herein to the extent such Options are
            in substitution for and have terms equivalent to options granted by
            another company that was merged into or acquired by the Company or
            an Affiliate or whose assets or substantially all of whose assets
            were acquired by the Company or an Affiliate.

6.    Pre-Vesting Exercise

      (a)   Pre-Vesting Exercise

            The Committee, in an Option Agreement, may permit a Participant to
            exercise an Option prior to the date on which it vests; provided,
            however, the unvested portion of the Company Stock issuable upon
            exercise of such Option shall be subject to the nontransferability,
            forfeiture and repayment provisions of this Section 7 until such
            shares vest.

      (b)   Restrictions on Transferability

            Until a share of Company Stock vests, the Participant may not
            transfer or assign the Participant's rights to such share of Company
            Stock or to any cash payment related thereto. Until a share of
            Company Stock so vests, no attempt to transfer or assign such shares
            or the right to any cash payment related thereto, whether by
            transfer, pledge, hypothecation or otherwise and whether voluntary
            or involuntary, by operation of law or otherwise, shall vest the
            transferee or assignee with any interest or right in or with respect
            to such share of Company Stock or such cash payment, and the
            attempted transfer or assignment shall be of no force and effect.

            Each such certificate that is issued pursuant to this Section 7
            shall bear the following legend, in addition to any legends or
            restrictions imposed pursuant to Section 12 hereof:

            "The transferability of this certificate and the shares of stock
            represented hereby are subject to the restrictions, terms and
            conditions (including forfeiture and restrictions against transfer)
            contained in the SIGA Technologies, Inc. Amended and Restated 1996
            Incentive and Non-Qualified Stock Option Plan and an Agreement
            entered into between the registered owner of such shares and SIGA
            Technologies, Inc. A copy of the Plan and Agreement is on file in
            the office of the Secretary of SIGA Technologies, Inc."

            Such legend shall not be removed from the certificates evidencing
            such exercised shares of Company Stock until such shares vest, at
            which time stock certificates shall be issued pursuant to Section 12
            hereof free of such legend.

            Each such stock certificate, together with the stock powers relating
            to such shares of Company Stock, shall be deposited by the Company
            with a custodian designated by the Company (the "Certificate
            Custodian"). The Company may designate itself as Certificate
            Custodian hereunder.


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            The Company shall cause such Certificate Custodian to issue to the
            Participant a receipt evidencing the certificates that are
            registered in the name of the Participant and are held by the
            Certificate Custodian.

      (c)   Dividends

            Unless the Committee in its absolute discretion otherwise
            determines, any securities or other property (including dividends
            paid in cash) received by a Participant with respect to a share of
            Company Stock issued pursuant to this Section 7, as a result of any
            dividend, stock split, reverse stock split, recapitalization,
            merger, consolidation, combination, exchange of shares or otherwise,
            will not vest until such share of Company Stock vests, and shall be
            promptly deposited with the Certificate Custodian designated
            pursuant to Section 7(b) hereof until such share vests, at which
            time such property shall be delivered to the Participant. Any such
            cash dividends, prior to the date the share vests, shall be merely
            an unfunded, unsecured promise of the Company to pay a sum of money
            to the Participant in the future.

      (d)   Forfeiture and Repayment

            Upon termination of a Participant's employment with the Company or
            an Affiliate for any reason (including death), all unvested shares
            of Company Stock exercised pursuant to any Option hereunder shall be
            immediately and irrevocably forfeited. In the event of any such
            forfeiture, the Certificate Custodian shall surrender to the Company
            as soon as practicable after the effective date of such forfeiture
            all certificates for such shares issued to Participant by the
            Company. As soon as practicable after such surrender, but in no
            event later than 30 days after such surrender, Participant shall be
            entitled to a payment by the Company in an amount, in cash equal to
            the aggregate of the exercise price-per-share paid for each
            exercised but unvested share of Company Stock so forfeited.

7.    Right of Recapture

      If at any time within one year after the date on which a Participant
      exercises an Option, the Committee determines in its discretion that the
      Company has been materially harmed by the Participant, whether such harm
      (a) results in the Participant's termination or deemed termination of
      employment for Cause or (b) results from any activity of the Participant
      determined by the Committee to be in competition with any activity of the
      Company, or otherwise inimical, contrary or harmful to the interests of
      the Company (including, but not limited to, accepting employment with or
      serving as a consultant, adviser or in any other capacity to an entity
      that is in competition with or acting against the interests of the
      Company), then any gain realized by the Participant from such exercise
      shall be paid by the Participant to the Company upon notice from the
      Company. Such gain shall be determined as of the date of such exercise,
      without regard to any subsequent change in the Fair Market Value of a
      share of Company Stock. The Company shall have the right to offset such
      gain against any amounts otherwise owed to the Participant by the Company
      (whether as wages, vacation pay, or pursuant to any benefit plan or other
      compensatory arrangement).

8.    Adjustment Upon Changes in Company Stock

      (a)   Shares Available for Grants

            Subject to any required action by the stockholders of the Company,
            in the event of any change in the number of shares of Company Stock
            outstanding by reason of any stock dividend or split, reverse stock
            split, recapitalization, merger, consolidation, combination or
            exchange of shares or similar corporate change, the maximum number
            of shares of Company Stock with respect to which the Committee may
            grant Options under Section 3 hereof shall be appropriately adjusted
            by the Committee. In the event of any change in the number of shares
            of Company Stock outstanding by reason of any other event or
            transaction, the Committee may, but need not, make such adjustments
            in the number and class of shares of Company Stock with respect to
            which Options may be granted under Section 3 hereof as the Committee
            may deem appropriate. Any such adjustment pursuant to this Section
            9(a) shall be made by the Committee, whose determination shall be
            final, binding and conclusive.


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<PAGE>

      (b)   Outstanding Options -- Increase or Decrease in Issued Shares Without
            Consideration

            Subject to any required action by the stockholders of the Company,
            in the event of any increase or decrease in the number of issued
            shares of Company Stock resulting from a subdivision or
            consolidation of shares of Company Stock or the payment of a stock
            dividend (but only on the shares of Company Stock), or any other
            increase or decrease in the number of such shares effected without
            receipt of consideration by the Company, the Committee shall
            proportionally adjust the number of shares of Company Stock subject
            to each outstanding Option and the exercise price-per-share of
            Company Stock of each such Option. Any such adjustment pursuant to
            this Section 9(b) shall be made by the Committee, whose
            determination shall be final, binding and conclusive.

      (c)   Outstanding Options -- Certain Mergers

            Subject to any required action by the stockholders of the Company,
            in the event that the Company shall be the surviving corporation in
            any merger or consolidation (except a merger or consolidation as a
            result of which the holders of shares of Company Stock receive
            securities of another corporation), each Option outstanding on the
            date of such merger or consolidation shall pertain to and apply to
            the securities which a holder of the number of shares of Company
            Stock subject to such Option would have received in such merger or
            consolidation.

      (d)   Outstanding Options -- Certain Other Transactions

            In the event of (1) a dissolution or liquidation of the Company, (2)
            a sale of all or substantially all of the Company's assets, (3) a
            merger or consolidation involving the Company in which the Company
            is not the surviving corporation or (4) a merger or consolidation
            involving the Company in which the Company is the surviving
            corporation but the holders of shares of Company Stock receive
            securities of another corporation and/or other property, including
            cash, the Committee shall, in its absolute discretion, have the
            power to:

                  (i)   cancel, effective immediately prior to the occurrence of
                        such event, each Option outstanding immediately prior to
                        such event (whether or not then vested), and, in full
                        consideration of such cancellation, pay to the
                        Participant to whom such Option was granted an amount in
                        cash, for each share of Company Stock subject to such
                        Option equal to the excess of (A) the value, as
                        determined by the Committee in its absolute discretion,
                        of the property (including cash) received by the holder
                        of a share of Company Stock as a result of such event
                        over (B) the exercise price of such Option; or

                  (ii)  provide for the exchange of each Option outstanding
                        immediately prior to such event (whether or not then
                        vested) for an option on some or all of the property
                        which a holder of the number of shares of Company Stock
                        subject to such Option would have received in such
                        transaction or on shares of the acquiror or surviving
                        corporation and, incident thereto, make an equitable
                        adjustment as determined by the Committee in its
                        absolute discretion in the exercise price of the Option,
                        or the number of shares or amount of property subject to
                        the Option or, if appropriate, provide for a cash
                        payment to the Participant to whom such Option was
                        granted in partial consideration for the exchange of the
                        Option.

      (e)   Outstanding Options -- Other Changes

            In the event of any change in the capitalization of the Company or a
            corporate change other than those specifically referred to in
            Sections 9(b), (c) or (d) hereof, the Committee may, in its absolute
            discretion, make such adjustments in the number and class of shares
            subject to Options outstanding on the date on which such change
            occurs and in the per-share exercise price of each such Option as
            the Committee may consider appropriate to prevent dilution or
            enlargement of rights. In addition, if and to the extent the
            Committee determines it is appropriate, the Committee may elect to
            cancel each Option outstanding immediately prior to such event
            (whether or not then vested), and, in full consideration of such
            cancellation, pay to the Participant to whom such Option


                                     - 9 -
<PAGE>

            was granted an amount in cash, for each share of Company Stock
            subject to such Option, equal to the excess of (A) the Fair Market
            Value of Company Stock on the date of such cancellation over (B) the
            exercise price of such Option.

      (f)   Effect of Loss of Affiliate Status

            If an entity ceases to be an Affiliate because the Company sells its
            interest in such entity to another party or parties, such event
            shall constitute a termination of employment from the Company and
            its Affiliates by Participants employed by such entity as of the
            date it ceases to be an Affiliate. The Committee may, but need not,
            adjust the provisions of the Plan related to the expiration of any
            Options not yet vested at termination of employment, as it considers
            appropriate in connection with the specific event resulting in loss
            of Affiliate status.

      (g)   No Other Rights

            Except as expressly provided in the Plan, no Participant shall have
            any rights by reason of any subdivision or consolidation of shares
            of stock of any class, the payment of any dividend, any increase or
            decrease in the number of shares of stock of any class or any
            dissolution, liquidation, merger or consolidation of the Company or
            any other corporation. Except as expressly provided in the Plan, 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 of shares of Company Stock subject to an
            Option or the exercise price of any Option.

9.    Rights as a Stockholder

      No person shall have any rights as a stockholder with respect to any
      shares of Company Stock covered by or relating to any Option granted
      pursuant to this Plan until the date that the Participant becomes the
      registered owner of such shares. Except as otherwise expressly provided in
      Section 9 hereof, no adjustment to any Option shall be made for dividends
      or other rights for which the record date occurs prior to the date such
      stock certificate is issued.

10.   No Special Employment Rights; No Right to Option

      Nothing contained in the Plan or any Option Agreement shall confer upon
      any Participant any right with respect to the continuation of his or her
      employment by or other relationship with the Company or interfere in any
      way with the right of the Company, subject to the terms of any separate
      employment agreement to the contrary, at any time to terminate such
      employment or to increase or decrease the compensation of the Participant
      from the rate in existence at the time of the grant of an Option. No
      person shall have any claim or right to receive an Option hereunder. The
      Committee's granting of an Option to a Participant at any time shall
      neither require the Committee to grant an Option to such Participant or
      any other Participant or other person at any time nor preclude the
      Committee from making subsequent grants to such Participant or any other
      Participant or other person.

11.   Securities Matters

      (a)   The Company shall be under no obligation to effect the registration
            pursuant to the Securities Act of 1933, as amended from time to
            time, of any interests in the Plan or any shares of Company Stock to
            be issued hereunder or to effect similar compliance under any state
            laws. Notwithstanding anything herein to the contrary, the Company
            shall not be obligated to cause to be issued or delivered any
            certificates evidencing shares of Company Stock pursuant to the Plan
            unless and until the Company is advised by its counsel that the
            issuance and delivery of such certificates is in compliance with all
            applicable laws, regulations of governmental authority and the
            requirements of any securities exchange on which shares of Company
            Stock are traded. The Committee may require, as a condition of the
            issuance and delivery of certificates evidencing shares of Company
            Stock pursuant to the terms hereof, that the recipient of such
            shares make such covenants, agreements and representations, and that
            such certificates bear such legends, as the Committee, in its sole
            discretion, deems necessary or desirable. The Company shall not
            permit any shares of


                                     - 10 -
<PAGE>

      Company Stock to be issued pursuant to the Plan unless such shares of
      Company Stock are fully paid and non-assessable, within the meaning of
      Section 152 of the Delaware General Corporation Law, except as otherwise
      permitted by Section 153(c) of the Delaware General Corporation Law.

      (b)   The exercise of any Option granted hereunder shall be effective only
            at such time as counsel to the Company shall have determined that
            the issuance and delivery of shares of Company Stock pursuant to
            such exercise is in compliance with all applicable laws, regulations
            of governmental authority and the requirements of any securities
            exchange on which shares of Company Stock are traded. The Committee
            may, in its sole discretion, defer the effectiveness of any exercise
            of an Option granted hereunder in order to allow the issuance of
            shares of Company Stock pursuant thereto to be made pursuant to
            registration or an exemption from registration or other methods for
            compliance available under federal or state securities laws. The
            Committee shall inform the Participant in writing of its decision to
            defer the effectiveness of the exercise of an Option granted
            hereunder. During the period that the effectiveness of the exercise
            of an Option has been deferred, the Participant may, by written
            notice, withdraw such exercise and obtain a refund of any amount
            paid with respect thereto.

12.   Withholding Taxes

      (a)   Cash Remittance

            Whenever shares of Company Stock are to be issued upon the exercise
            of an Option, the Company shall have the right to require the
            Participant to remit to the Company, in cash, an amount sufficient
            to satisfy the federal, state and local withholding tax
            requirements, if any, attributable to such exercise prior to the
            delivery of any certificate or certificates for such shares.

      (b)   Stock Remittance

            At the election of the Participant, subject to the approval of the
            Committee, when shares of Company Stock are to be issued upon the
            exercise of an Option, in lieu of the remittance required by Section
            13(a) hereof, the Participant may tender to the Company a number of
            shares of Company Stock, the Fair Market Value of which at the
            tender date the Committee determines to be sufficient to satisfy the
            federal, state and local withholding tax requirements, if any,
            attributable to such exercise and not greater than the Participant's
            estimated total federal, state and local tax obligations associated
            with such exercise.

      (c)   Stock Withholding

            The Company shall have the right, when shares of Company Stock are
            to be issued upon the exercise of an Option in lieu of requiring the
            remittance required by Section 13(a) hereof, to withhold a number of
            such shares, the Fair Market Value of which at the exercise date the
            Committee determines to be sufficient to satisfy the federal, state
            and local withholding tax requirements, if any, attributable to such
            exercise and is not greater than the Participant's estimated total
            federal, state and local tax obligations associated with such
            exercise.

13.   Amendment or Termination of the Plan

      The Board of Directors may, at any time, suspend or discontinue the Plan
      or revise or amend it in any respect whatsoever; provided, however, that
      if and to the extent required under Section 422 of the Code (if and to the
      extent that the Board of Directors deems it appropriate to comply with
      Section 422) and if and to the extent required to treat some or all of the
      Options as "performance-based compensation" within the meaning of Section
      162(m) of the Code (if and to the extent that the Board of Directors deems
      it appropriate to meet such requirements), no amendment shall be effective
      without the approval of the stockholders of the Company, that (i) except
      as provided in Section 9 hereof, increases the number of shares of Company
      Stock with respect to which Options may be issued under the Plan, (ii)
      modifies the class of individuals eligible to participate in the Plan or
      (iii) materially increases the benefits accruing to individuals pursuant
      to the Plan. Nothing herein shall restrict the Committee's ability to
      exercise its


                                     - 11 -
<PAGE>

      discretionary authority hereunder pursuant to Section 4 hereof, which
      discretion may be exercised without amendment to the Plan. No action under
      this Section 14 may, without the consent of a Participant, reduce the
      Participant's rights under any previously granted and outstanding Option
      except to the extent that the Board of Directors determines that such
      amendment is necessary or appropriate to prevent such Options from
      constituting "applicable employee remuneration" within the meaning of
      Section 162(m) of the Code.

14.   No Obligation to Exercise

      The grant to a Participant of an Option shall impose no obligation upon
      such Participant to exercise such Option.

15.   Transferability of Options

      (a)   Except as otherwise provided in this Section 16, during the lifetime
            of a Participant each Option granted to a Participant shall be
            exercisable only by the Participant and no Option shall be
            assignable or transferable otherwise than by will or by the laws of
            descent and distribution.

      (b)   Upon the death of a Participant, outstanding Options granted to such
            Participant that have not been transferred pursuant to Section 16(a)
            hereof may be exercised only by the executors or administrators of
            the Participant's estate or by any person or persons who shall have
            acquired such right to exercise by will or by the laws of descent
            and distribution. No transfer by will or the laws of descent and
            distribution of any Option, or the right to exercise any Option,
            shall be effective to bind the Company unless the Committee shall
            have been furnished with written notice thereof and with a copy of
            the will and/or such evidence as the Committee may deem necessary to
            establish the validity of the transfer.

      (c)   Any permissible transfer of an Option only shall be effective after
            the Committee shall have been furnished with an agreement by the
            transferee to comply with all the terms and conditions of the Option
            that are or would have been applicable to the Participant and to be
            bound by the acknowledgments made by the Participant in connection
            with the grant of the Option.

      (d)   In the event that at any time any doubt exists as to the right of
            any person to exercise or receive a payment under an Option, the
            Committee shall be entitled, in its discretion, to delay such
            exercise or payment until it is satisfied that such right has been
            confirmed (which may, but need not be, by order of a court of
            competent jurisdiction), or to permit such exercise or make payment
            only upon receipt of a bond or similar indemnification (in such
            amount and in such form as is satisfactory to the Committee).

16.   Expenses and Receipts

      The expenses of the Plan shall be paid by the Company. Any proceeds
      received by the Company in connection with any Option will be used for
      general corporate purposes.

17.   Limitations Imposed by Section 162(m)

      Notwithstanding any other provision hereunder, if and to the extent that
      the Committee determines the Company's federal tax deduction in respect of
      an Option may be limited as a result of Section 162(m) of the Code, the
      Committee may delay the payment in respect of such Option until a date
      that is within 30 days after the date that compensation paid to the
      Participant no longer is subject to the deduction limitation under Section
      162(m) of the Code. In the event that a Participant exercises an Option at
      a time when the Participant is a "covered employee," and the Committee
      determines to delay the payment in respect of any such Option, the
      Committee shall credit cash or, in the case of an amount payable in
      Company Stock, the Fair Market Value of the Company Stock, payable to the
      Participant to a book account. The Participant shall have no rights in
      respect of such book account and the amount credited thereto shall not be
      transferable by the Participant other than by will or laws of descent and
      distribution.


                                     - 12 -
<PAGE>

      The Committee may credit additional amounts to such book account as it may
      determine in its sole discretion. Any book account created hereunder shall
      represent only an unfunded unsecured promise by the Company to pay the
      amount credited thereto to the Participant in the future.

18.   Mitigation of Excise Tax

      If any payment or right accruing to a Participant under this Plan (without
      the application of this Section), either alone or together with other
      payments or rights accruing to the Participant from the Company or an
      affiliate ("Total Payments") would constitute a "parachute payment" (as
      defined in Section 280G of the Code and regulations thereunder), the
      Committee may in each particular instance determine to (i) reduce such
      payment or right to the largest amount or greatest right that will result
      in no portion of the amount payable or right accruing under the Plan being
      subject to an excise tax under Section 4999 of the Code or being
      disallowed as a deduction under Section 280G of the Code, or (ii) take
      such other actions, or make such other arrangements or payments with
      respect to any such payment or right as the Committee may determine in the
      circumstances. Any such determination shall be made by the Committee in
      the exercise of its sole discretion, and such determination shall be
      conclusive and binding on the Participant. The Participant shall cooperate
      as may be requested by the Committee in connection with the Committee's
      determination, including providing the Committee with such information
      concerning such Participant as the Committee may deem relevant to its
      determination.

19.   Participant Obligation to Notify

      In the event that the Participant (a) disposes of any shares of Company
      Stock acquired upon the exercise of an Incentive Stock Option (i) prior to
      the expiration of two years after the date such Incentive Stock Option was
      granted or prior to one year after the date the shares were acquired or
      (ii) under any other circumstances described in Section 422(a) of the Code
      or any successor provision, or (b) makes an election under Section 83(b)
      of the Code or any successor provision, with respect to Company Stock
      acquired pursuant to Section 7 hereof, the Participant shall notify the
      Company of such disposition or election within 10 days thereof

20.   Information to Participants

      To the extent required by applicable law, the Company shall provide to
      each Participant, during the period for which such Participant has one or
      more Options outstanding, copies of all annual reports and other
      information which are provided to all stockholders of the Company. Except
      as otherwise noted in the foregoing sentence, the Company shall have no
      obligation or duty to affirmatively disclose to any Participant, and no
      Participant shall have any right to be advised of, any material
      information regarding the Company or any Affiliate at any time prior to,
      upon or otherwise in connection with, the exercise of an Option.

21.   Funding

      All benefits payable under this Plan shall be paid directly by the
      Company. The Company shall not be required to fund or otherwise segregate
      assets to be used for payment of benefits under this Plan.

22.   Failure to Comply

      In addition to the remedies of the Company elsewhere provided for herein,
      a failure by a Participant (or beneficiary or permitted transferee) to
      comply with any of the terms and conditions of the Plan or the agreement
      executed by such Participant (or beneficiary or permitted transferee)
      evidencing an Option, unless such failure is remedied by such Participant
      (or beneficiary or permitted transferee) within 10 days after having been
      notified of such failure by the Committee, shall be grounds for the
      cancellation and forfeiture of such Option, in whole or in part, as the
      Committee, in its absolute discretion, may determine.

23.   Effective Date of Plan

      The Plan was initially adopted by the Board of Directors in 1996 and was
      approved by shareholders of the Company. The Plan was subsequently amended
      in 1998, 1999 and 2000 to increase the number of shares


                                     - 13 -
<PAGE>

      with respect to which Options may be granted under the Plan and each of
      the amendments was approved by the shareholders of the Company. An
      amendment and restatement to the Plan was approved by the Board of
      Directors, on May 3, 2001, subject to approval by the stockholders of the
      Company, and the Plan as further amended and restated was approved by the
      Board of Directors, as of June 29, 2001, subject to approval by the
      stockholders of the Company. Options that were not previously authorized
      by the stockholders of the Company under the provisions of the Plan as in
      effect prior to May 3, 2001 that have not yet been approved by the
      stockholders may be granted under the Plan at any time prior to the
      receipt of such stockholder approval; provided, however, that each such
      grant shall be subject to such approval. Without limitation on the
      foregoing, no Option may be exercised prior to the receipt of such
      approval. If the amended and restated Plan is not so approved on or before
      May 3, 2002, then the May 3, 2001 and the June 29, 2001 amendments and
      restatements of the Plan and all Options granted pursuant to such
      amendments and restatements shall forthwith automatically terminate and be
      of no force or effect.

24.   Term of the Plan

      The right to grant Options under the Plan will terminate on January 1,
      2006 with respect to the 2,500,000 shares of Company Stock authorized
      under the provisions of the Plan in effect prior to this amendment and
      restatement, and on May 3, 2011 with respect to the additional 5,000,000
      shares of Company Stock authorized pursuant to the May 3, 2001 amendment
      and restatement.

25.   Applicable Law

      Except to the extent preempted by any applicable federal law, the Plan
      will be construed and administered in accordance with the laws of the
      State of Delaware, without reference to the principles of conflicts of
      law.

26.   Severability

      If any provision of the Plan shall hereafter be held to be invalid,
      unenforceable or illegal in whole or in part, in any jurisdiction under
      any circumstances for any reason, (a) such provision shall be reformed to
      the minimum extent necessary to cause such provision to be valid,
      enforceable and legal while preserving the intent expressed by the Plan or
      (b) if such provision cannot be so reformed, such provision shall be
      severed from the Plan and, in the discretion of the Committee, an
      equitable adjustment shall be made to the Plan (including, without
      limitation, addition of necessary further provisions to the Plan) so as to
      give effect to the intent as so expressed and the benefits so provided.
      Such holding shall not affect or impair the validity, enforceability or
      legality of such provision in any other jurisdiction or under any other
      circumstances. Neither such holding nor such reformation or severance
      shall affect or impair the legality, validity or enforceability of any
      other provision of the Plan.


                                     - 14 -