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                                                                   EXHIBIT 10.23

                     CENTENNIAL SPECIALTY FOODS CORPORATION
                            2004 STOCK INCENTIVE PLAN

      This 2004 Stock Incentive Plan of Centennial Specialty Foods Corporation
(the "Company") is hereby adopted, pending stockholder approval, as of June 1,
2004.

1.    Purposes of the Plan. The purposes of this Plan are:

      (a) to attract and retain the best available personnel for positions of
substantial responsibility,

      (b) to provide additional incentive to selected key Employees, Consultants
and Directors, and

      (c) to promote the success of the Company's business.

2.    Definitions. For the purposes of this Plan, the following terms will have
the following meanings:

      (a) "ADMINISTRATOR" means the Board or any of its Committees that
administer the Plan, in accordance with Section 4.

      (b) "APPLICABLE LAWS" means the legal requirements relating to the
administration of and issuance of securities under stock incentive plans,
including, without limitation, the requirements of state corporations law,
federal and state securities law, federal and state tax law, and the
requirements of any stock exchange or quotation system upon which the Shares may
then be listed or quoted. For all purposes of this Plan, references to statutes
and regulations shall be deemed to include any successor statutes and
regulations, to the extent reasonably appropriate as determined by the
Administrator.

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

      (d) "CAUSE" shall have the meaning set forth in a Grantee's employment or
consulting agreement with the Company (if any), or if not defined therein, shall
mean (i) acts or omissions by the Grantee which constitute intentional material
misconduct or a knowing violation of a material policy of the Company or any of
its subsidiaries, (ii) the Grantee personally receiving a benefit in money,
property or services from the Company or any of its subsidiaries or from another
person dealing with the Company or any of its subsidiaries, in material
violation of applicable law or Company policy, (iii) an act of fraud,
conversion, misappropriation, or embezzlement by the Grantee or his conviction
of, or entering a guilty plea or plea of no contest with respect to, a felony,
or the equivalent thereof (other than DUI or DWAI ), or (iv) any material misuse
or improper disclosure of confidential or proprietary information of the
Company.

      (e) "CODE" means the Internal Revenue Code of 1986, as amended. For all
purposes of this Plan, references to Code sections shall be deemed to include
any successor Code sections, to the extent reasonably appropriate as determined
by the Administrator.

      (f) "COMMITTEE" means a Committee appointed by the Board in accordance
with Section 4.

      (g) "COMMON STOCK" means the common stock, $0.0001 par value per share, of
the Company.

      (h) "COMPANY" means Centennial Specialty Foods Corporation, a Delaware
corporation.

      (i) "CONSULTANT" means any natural person, including an advisor, engaged
by the Company or a Parent or Subsidiary to render bona fide services and who is
compensated for such services, provided that the term "Consultant" does not
include (i) Employees, (ii) Directors who are paid only a director's fee by the
Company or who are not compensated by the Company for their services as
Directors or (iii) any

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person who provides services in connection with the offer or sale of securities
in a capital-raising transaction, or who directly or indirectly promotes or
maintains a market for the securities of the Company.

      (j) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means that
the employment, director or consulting relationship is not interrupted or
terminated by the Company, any Parent or Subsidiary, or by the Employee,
Director or Consultant. Continuous Status as an Employee, Director or Consultant
will not be considered interrupted in the case of: (i) any leave of absence
approved by the Board or required by Applicable Law, including sick leave,
military leave, or any other personal leave, provided, that for purposes of
Incentive Stock Options, any such leave may not exceed 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract
(including certain Company policies) or statute; (ii) transfers between
locations of the Company or between the Company, its Parent, its Subsidiaries or
its successor, or (iii) in the case of a Nonqualified Stock Option or Stock
Award, the ceasing of a person to be an Employee while such person remains a
Director or Consultant, the ceasing of a person to be a Director while such
person remains an Employee or Consultant, or the ceasing of a person to be a
Consultant while such person remains an Employee or Director.

      (k) "DIRECTOR" means a member of the Board.

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

      (m) "EMPLOYEE" means any person, including Officers and Directors employed
as a common law employee by the Company or any Parent or Subsidiary of the
Company. Neither service as a Director nor payment of a director's fee by the
Company will be sufficient, in and of itself, to constitute "employment" by the
Company.

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

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

                  (i)   If the Common Stock is listed on any established stock
                        exchange or a national market system, including without
                        limitation, the National Market System of Nasdaq, the
                        Fair Market Value of a Share of Common Stock will be (A)
                        the closing sales price for such stock (or the closing
                        bid, if no sales are reported) as quoted on that system
                        or exchange (or the system or exchange with the greatest
                        volume of trading in Common Stock) on the last market
                        trading day prior to the day of determination, or (B)
                        any sales price for such stock (or the closing bid, if
                        no sales are reported) as quoted on that system or
                        exchange (or the system or exchange with the greatest
                        volume of trading in Common Stock) on the day of
                        determination, as the Administrator may select, as
                        reported in the Wall Street Journal or any other source
                        the Administrator considers reliable.

                  (ii)  If the Common Stock is quoted on the Nasdaq System (but
                        not on the Nasdaq National Market System) or is
                        regularly quoted by recognized securities dealers but
                        selling prices are not reported, the Fair Market Value
                        of a Share of Common Stock will be the mean between the
                        high bid and low asked prices for the Common Stock on
                        (A) the last market trading day prior to the day of
                        determination, or (B) the day of determination, as the
                        Administrator may select, as reported in

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                        the Wall Street Journal or any other source the
                        Administrator considers reliable.

                  (iii) If the Common Stock is not traded as set forth above,
                        the Fair Market Value will be determined in good faith
                        by the Administrator with reference to the earnings
                        history, book value and prospects of the Company in
                        light of market conditions generally, and any other
                        factors the Administrator considers appropriate, such
                        determination by the Administrator to be final,
                        conclusive and binding.

      (p) "FAMILY MEMBER" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Grantee's household (other than a tenant or employee), a trust in which these
persons (or the Grantee) control the management of assets, and any other entity
in which these persons (or the Grantee) own more than fifty percent of the
voting interests.

      (q) "GRANT NOTICE" shall mean a written notice evidencing certain terms
and conditions of an individual Option grant. The Grant Notice is part of the
Option Agreement.

      (r) "GRANTEE" shall mean (i) any Optionee or (ii) any Employee, Consultant
or Director to whom a Stock Award has been granted pursuant to this Plan.

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

      (t) "NASDAQ OR NASDAQ" means the National Association of Securities
Dealers, Ltd. Automated Quotation System.

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

      (v) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      (w) "OPTION" means a stock option granted under this Plan.

      (x) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement is subject to the terms and conditions of this Plan.

      (y) "OPTION EXCHANGE PROGRAM" means a program in which outstanding Options
are surrendered in exchange for Options with a lower exercise price.

      (z) "OPTIONED STOCK" means the Common Stock subject to an Option.

      (aa) "OPTIONEE" means an Employee, Consultant or Director who holds an
outstanding Option.

      (bb) "PARENT" means a "parent corporation" with respect to the Company,
whether now or later existing, as defined in Section 424(e) of the Code.

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      (cc) "PLAN" means this 2004 Stock Option Plan, as may be validly amended
or restated from time to time.

      (dd) "SECTION" means, except as otherwise specified, a section of this
Plan.

      (ee) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 15.

      (ff) "STOCK AWARD" shall mean a grant or sale by the Company of a
specified number of Shares upon terms and conditions determined by the
Administrator.

      (gg) "SUBSIDIARY" means (i) a "subsidiary corporation" with respect to the
Company, whether now or later existing, as defined in Section 424(f) of the
Code, or (ii) a limited liability company, whether now or later existing, which
would be a "subsidiary corporation" with respect to the Company under Section
424(f) of the Code if it were a corporation.

3.    Stock Subject to the Plan. Subject to the provisions of Section 15 of the
Plan, the maximum aggregate number of Shares which may be issued under the Plan
will be 500,000 Shares of Common Stock. The Shares may be authorized, but
unissued or reacquired Common Stock.

      If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, or
if a Stock Award shall be cancelled or surrendered or expire for any reason
without having been received in full, the Shares that were not purchased or
received or that were cancelled will become available for future grant or sale
under the Plan (unless the Plan has terminated). If the Company repurchases
Shares which were issued pursuant to the exercise of an Option or grant of a
Stock Award, however, those repurchased Shares will not be available for future
grant under the Plan.

4.    Administration of the Plan.

      (a) Composition of the Administrator. Unless the Board expressly resolves
to the contrary, the Plan will be administered only by a Committee, which will
then consist solely of persons appointed by the Board, each of whom are:

                  (i)   "independent, non-employee directors" within the meaning
                        of Rule 16b-3 promulgated under the Exchange Act and in
                        compliance with the Sarbanes-Oxley Act of 2002;

                  (ii)  "outside directors" within the meaning of Section 162(m)
                        of the Code; and

                  (iii) meet any requirements of the stock exchange or quotation
                        system upon which the Company's common stock is listed
                        or traded, provided, however, the failure of the
                        Committee to be composed solely of individuals who are
                        both "non-employee directors" and "outside directors"
                        shall not render ineffective or void any awards or
                        grants made by, or other actions taken by, such
                        Committee.

      (b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to that Committee, the Administrator will have the authority, in its
discretion:

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

                  (ii)   to select the Consultants, Employees or Directors to
                         whom Options or Stock Awards may be granted;

                  (iii)  to determine whether and to what extent Options or
                         Stock Awards are granted, and whether Options are
                         intended as Incentive Stock Options or Nonqualified
                         Stock Options;

                  (iv)   to determine the number of Shares to be covered by each
                         Option or Stock Award granted;

                  (v)    to approve forms of Grant Notices, Option Agreements
                         and agreements governing Stock Awards;

                  (vi)   to determine the terms and conditions, not inconsistent
                         with the terms of this Plan, of any grant of Options or
                         Stock Awards, including, but not limited to, (A) the
                         Options' exercise price, (B) the time or times when
                         Options may be exercised or Stock Awards will be
                         vested, which may be based on performance criteria or
                         other reasonable conditions such as Continuous Status
                         as an Employee, Director or Consultant, (C) any vesting
                         acceleration or waiver of forfeiture restrictions, and
                         any restriction or limitation regarding any Option,
                         Optioned Stock or Stock Award, based in each case on
                         factors that the Administrator determines in its sole
                         discretion, including but not limited to a requirement
                         subjecting the Optioned Stock or Shares to (1) certain
                         restrictions on transfer (including without limitation
                         a prohibition on transfer for a specified period of
                         time and/or a right of first refusal in favor of the
                         Company), and (2) a right of repurchase in favor of the
                         Company upon termination of the Grantee's Continuous
                         Status as an Employee, Director or Consultant;

                  (vii)  to reduce the exercise price of any Option to the Fair
                         Market Value at the time of the reduction, if the Fair
                         Market Value of the Common Stock covered by that Option
                         has declined since the date it was granted;

                  (viii) to accelerate the vesting or exercisability of an
                         Option or Stock Award;

                  (ix)   to determine the terms and restrictions applicable to
                         Options or Stock Awards;

                  (x)    to modify or amend each Option or Stock Award, subject
                         to Section 17(c);

                  (xi)   to authorize any person to execute on behalf of the
                         Company any instrument required to effect the grant of
                         an Option previously granted by the Administrator;

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                  (xii)  to institute an Option Exchange Program;

                  (xiii) to construe and interpret the terms of this Plan;

                  (xiv)  to prescribe, amend, and rescind rules and regulations
                         relating to the administration of this Plan; and

                  (xv)   to make all other determinations it considers necessary
                         or advisable for administering this Plan.

      (c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations will be final and binding on all holders of
Options or Stock Awards. The Administrator shall not be required to exercise its
authority or discretion on a uniform or nondiscriminatory basis.

5.    Eligibility. Options granted under this Plan may be Incentive Stock
Options or Nonqualified Stock Options, as determined by the Administrator at the
time of grant. Nonqualified Stock Options and Stock Awards may be granted to
Employees, Consultants and Directors. Incentive Stock Options may be granted
only to Employees; provided, however, that Incentive Stock Options shall not be
granted to Employees of a Subsidiary that is a limited liability company unless
such limited liability company is wholly-owned by the Company or by a Subsidiary
that is a corporation. If otherwise eligible, an Employee, Consultant or
Director who has been granted an Option or a Stock Award may be granted
additional Options or Stock Awards.

6.    Limitations on Grants of Incentive Stock Options. Each Option will be
designated in the Grant Notice as either an Incentive Stock Option or a
Nonqualified Stock Option. However, notwithstanding such designations, if the
Shares subject to an Optionee's Incentive Stock Options (granted under all plans
of the Company or any Parent or Subsidiary), which become exercisable for the
first time during any calendar year, have a Fair Market Value in excess of
$100,000, the Options accounting for this excess will be treated as Nonqualified
Stock Options. Furthermore, if an Option is designated as an Incentive Stock
Option but the recipient is not eligible to receive an Incentive Stock Option or
the option terms or exercise otherwise disqualify such Option for treatment as
an Incentive Stock Option, such Option shall be treated for all purposes as a
Nonqualified Stock Option. For purposes of this Section 6, Incentive Stock
Options will be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares will be determined as of the time of grant.

7.    Limit on Annual Grants to Individuals. No Optionee may receive grants,
during any fiscal year of the Company or portion thereof, of Options which, in
the aggregate, cover more than 150,000 Shares, subject to adjustment as provided
in Section 15. If an Option expires or terminates for any reason without having
been exercised in full, the unpurchased shares subject to that expired or
terminated Option will continue to count against the maximum numbers of shares
for which Options may be granted to an Optionee during any fiscal year of the
Company or portion thereof.

8.    Term of the Plan. This Plan will become effective upon its approval by the
shareholders of the Company as described in Section 21. It will continue in
effect through May 31, 2014, ten years from the date of its initial adoption,
unless terminated earlier under Section 17. Unless otherwise provided in this
Plan, its termination will not affect the validity of any Option or Stock Award
outstanding at the date of termination, which shall continue to be governed by
the terms of this Plan as though it remained in effect.

9.    Term of Option. The term of each Option will be stated in the Option
Agreement; provided, however, that in no event may the term be more than ten
years from the date of grant. In addition, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent of the voting power of
all classes of capital stock of the Company

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or any Parent or Subsidiary, the term of the Incentive Stock Option will be five
years from the date of grant or any shorter term specified in the Option
Agreement.

10.   Option Exercise Price and Consideration.

      (a) Exercise Price of Incentive Stock Options. The exercise price for
Shares to be issued pursuant to exercise of an Incentive Stock Option will be
determined by the Administrator provided that the per Share exercise price will
be no less than 100% of the Fair Market Value per Share on the date of grant;
provided, further that in the case of an Incentive Stock Option granted to an
Employee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent of the voting power of all classes of capital
stock of the Company or any Parent or Subsidiary, the per Share exercise price
will be no less than 110% of the Fair Market Value per Share on the date of
grant.

      (b) Exercise Price of Nonqualified Stock Options. In the case of a
Nonqualified Stock Option, the exercise price for Shares to be issued pursuant
to the exercise of any such Option will be determined by the Administrator, but
shall in no event be less than 85% of Fair Market Value per Share.

      (c) Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator will fix the period within which the Option may be exercised
and will determine any conditions which must be satisfied before the Option may
be exercised. Exercise of an Option may be conditioned upon performance criteria
or other reasonable conditions such as Continuous Status as an Employee,
Director or Consultant.

      (d) Form of Consideration. The Administrator will determine the acceptable
form of consideration for exercising an Option, including the method of payment.
Such consideration may consist partially or entirely of:

                  (i)   cash;

                  (ii)  other Shares which have a Fair Market Value on the date
                        of surrender equal to the aggregate exercise price of
                        the Shares as to which an Option will be exercised;

                  (iii) delivery of a properly executed exercise notice together
                        with any other documentation as the Administrator and
                        the Optionee's broker, if applicable, require to effect
                        an exercise of the Option and delivery to the Company of
                        the sale or loan proceeds required to pay the exercise
                        price; or

11.   Exercise of Option.

      (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder will be exercisable according to the terms of the Plan and at times
and under conditions determined by the Administrator and set forth in the Option
Agreement; provided, however, that an Option may not be exercised for a fraction
of a Share.

      An Option will be deemed exercised when the Company receives: (i) written
notice of exercise (in accordance with the Option Agreement) from the person
entitled to exercise the Option, (ii) full payment for the Shares with respect
to which the Option is exercised, and (iii) all representations,
indemnifications

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and documents reasonably requested by the Administrator. Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and this Plan. Shares issued
upon exercise of an Option will be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the stock certificate evidencing such Shares is issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder will exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. Subject to the provisions of
Sections 14, 18, and 19, the Company will issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 15 of this
Plan. Notwithstanding the foregoing, the Administrator in its discretion may
require the Company to retain possession of any certificate evidencing Shares of
Common Stock acquired upon exercise of an Option, if those Shares remain subject
to repurchase under the provisions of the Option Agreement or any other
agreement between the Company and the Optionee, or if those Shares are
collateral for a loan or obligation due to the Company.

      Exercising an Option in any manner will decrease the number of Shares
thereafter available, both for purposes of this Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

      (b) Termination of Employment or Consulting Relationship or Directorship.
If an Optionee holds exercisable Options on the date his or her Continuous
Status as an Employee, Director or Consultant terminates (other than because of
termination due to Cause, death or Disability), the Optionee may exercise the
Options that were vested and exercisable as of the date of termination for a
period of 90 days following such termination (or such other period as is set
forth in the Option Agreement or determined by the Administrator). If the
Optionee is not entitled to exercise his or her entire Option at the date of
such termination, the Shares covered by the unexercisable portion of the Option
will revert to the Plan, unless otherwise set forth in the Option Agreement or
determined by the Administrator. The Administrator may determine in its sole
discretion that such unexercisable portion of the Option will become exercisable
at such times and on such terms as the Administrator may determine in its sole
discretion. If the Optionee does not exercise an Option within the time
specified above after termination, that Option will expire, and the Shares
covered by it will revert to the Plan, unless otherwise set forth in the Option
Agreement or determined by the Administrator.

      (c) Disability of Optionee. If an Optionee holds exercisable Options on
the date his or her Continuous Status as an Employee, Director or Consultant
terminates because of Disability, the Optionee may exercise the Options that
were vested and exercisable as of the date of termination for a period of 12
months following such termination (or such other period as is set forth in the
Option Agreement or determined by the Administrator). If the Optionee is not
entitled to exercise his or her entire Option at the date of such termination,
the Shares covered by the unexercisable portion of the Option will revert to the
Plan, unless otherwise set forth in the Option Agreement or determined by the
Administrator. The Administrator may determine in its sole discretion that such
unexercisable portion of the Option will become exercisable at such times and on
such terms as the Administrator may determine in its sole discretion. If the
Optionee does not exercise an Option within the time specified above after
termination, that Option will expire, and the Shares covered by it will revert
to the Plan, unless otherwise set forth in the Option Agreement or determined by
the Administrator.

      (d) Death of Optionee. If an Optionee holds exercisable Options on the
date his or her death, the Optionee's estate or a person who acquired the right
to exercise the Option by bequest or inheritance may exercise the Options that
were vested and exercisable as of the date of death for a period of 12 months
following the date of death (or such other period as is set forth in the Option
Agreement or determined by the Administrator). If the Optionee is not entitled
to exercise his or her entire Option at the date of death, the Shares covered by
the unexercisable portion of the Option will revert to the Plan, unless
otherwise set forth in the Option Agreement or determined by the Administrator.
The Administrator may determine in its sole discretion that such unexercisable
portion of the Option will become exercisable at such times and on

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such terms as the Administrator may determine in its sole discretion. If the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance does not exercise an Option within the time specified
above after termination, that Option will expire, and the Shares covered by it
will revert to the Plan, unless otherwise set forth in the Option Agreement or
determined by the Administrator.

      (e) Termination for Cause. If an Optionee's Continuous Status as an
Employee, Director or Consultant is terminated for Cause, then all Options
(including any vested Options) held by Optionee shall immediately be terminated
and cancelled.

      (f) Disqualifying Dispositions of Incentive Stock Options. If Common Stock
acquired upon exercise of any Incentive Stock Option is disposed of in a
disposition that, under Section 422 of the Code, disqualifies the holder from
the application of Section 421(a) of the Code, the holder of the Common Stock
immediately before the disposition will comply with any requirements imposed by
the Company in order to enable the Company to secure the related income tax
deduction to which it is entitled in such event.

12.   Non-Transferability of Options.

      (a) No Transfer. An Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee. Notwithstanding the foregoing, to the extent
that the Administrator so authorizes at the time a Nonqualified Stock Option is
granted or amended, (i) such Option may be assigned pursuant to a qualified
domestic relations order as defined by the Code, and exercised by the spouse or
former spouse of the Optionee who obtained such Option pursuant to such
qualified domestic relations order, or (ii) such Option may be assigned, in
whole or in part, during the Optionee's lifetime to one or more Family Members
of the Optionee. Rights under the assigned portion may be exercised by the
Family Member(s) who acquire a proprietary interest in such Option pursuant to
the assignment. The terms applicable to the assigned portion shall be the same
as those in effect for the Option immediately before such assignment and shall
be set forth in such documents issued to the assignee as the Administrator deems
appropriate. Any vesting or other criteria that have been imposed by the
Administrator on an Option granted to an Optionee shall continue in full force
and effect, and shall continue to govern, with respect to any Option assigned to
Family Members by an Optionee.

      (b) Designation of Beneficiary. An Optionee may file a written designation
of a beneficiary who is to receive any Options that remain unexercised in the
event of the Optionee's death. If a participant is married and the designated
beneficiary is not the spouse, spousal consent will be required for the
designation to be effective. The Optionee may change such designation of
beneficiary at any time by written notice to the Administrator, subject to the
above spousal consent requirement.

      (c) Effect of No Designation. If an Optionee dies and there is no
beneficiary validly designated and living at the time of the Optionee's death,
the Company will deliver such Optionee's Options to the executor or
administrator of his or her estate, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such Options to the spouse or to any one or more
dependents or relatives of the Optionee, or if no spouse, dependent or relative
is known to the Company, then to such other person as the Company may designate.

      (d) Death of Spouse or Dissolution of Marriage. If an Optionee designates
his or her spouse as beneficiary, that designation will be deemed automatically
revoked if the Optionee's marriage is later dissolved. Similarly, any
designation of a beneficiary will be deemed automatically revoked upon the death
of the beneficiary if the beneficiary predeceases the Optionee. Without limiting
the generality of the preceding sentence, the interest in Options of a spouse of
an Optionee who has predeceased the Optionee or (except as provided in Section
12(a) regarding qualified domestic relations orders) whose marriage has been
dissolved will automatically pass to the Optionee, and will not be transferable
by such spouse in any manner, including but not limited to such spouse's will,
nor will any such interest pass under the laws of intestate succession.

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13.   Stock Awards.

      (a) Grant. Subject to the express provisions and limitations of the Plan,
the Administrator, in its sole and absolute discretion, may grant Stock Awards
to Employees, Consultants or Directors for a number of shares of Common Stock on
such terms and conditions and to such Employees, Consultants or Directors as it
deems advisable and specifies in the respective grants. Subject to the
limitations and restrictions set forth in the Plan, an Employee, Consultant or
Director who has been granted an Option or Stock Award may, if otherwise
eligible, be granted additional Options or Stock Awards if the Administrator
shall so determine.

      (b) Restrictions. The Administrator, in its sole and absolute discretion,
may impose restrictions in connection with any Stock Award, including without
limitation, (i) imposing a restricted period during which all or a portion of
the Common Stock subject to the Stock Award may not be sold, assigned,
transferred, pledged or otherwise encumbered (the "Restricted Period"), or/and
(ii) providing for a vesting schedule with respect to such Common Stock such
that if a Grantee ceases to be an Employee, Consultant or Director during the
Restricted Period, some or all of the shares of Common Stock subject to the
Stock Award shall be immediately forfeited and returned to the Company. The
Administrator may, at any time, reduce or terminate the Restricted Period. Each
certificate issued in respect of shares of Common Stock pursuant to a Stock
Award which is subject to restrictions shall be registered in the name of the
Grantee, shall be deposited by the Grantee with the Company together with a
stock power endorsed in blank and shall bear an appropriate legend summarizing
the restrictions imposed with respect to such shares of Common Stock.

      (c) Rights As Shareholder. Subject to the terms of any agreement governing
a Stock Award, the Grantee of a Stock Award shall have all the rights of a
shareholder with respect to the Common Stock issued pursuant to a Stock Award,
including the right to vote such Shares; provided, however, that dividends or
distributions paid with respect to any such Shares which have not vested shall
be deposited with the Company and shall be subject to forfeiture until the
underlying Shares have vested unless otherwise provided by the Administrator in
its sole discretion. A Grantee shall not be entitled to interest with respect to
the dividends or distributions so deposited.

14. Withholding Taxes. The Company will have the right to take whatever steps
the Administrator deems necessary or appropriate to comply with all applicable
federal, state, local, and employment tax withholding requirements, and the
Company's obligations to deliver Shares upon the exercise of an Option or in
connection with a Stock Award will be conditioned upon compliance with all such
withholding tax requirements. Without limiting the generality of the foregoing,
upon the exercise of an Option, the Company will have the right to withhold
taxes from any other compensation or other amounts which it may owe to the
Optionee, or to require the Optionee to pay to the Company the amount of any
taxes which the Company may be required to withhold with respect to the Shares
issued on such exercise. Without limiting the generality of the foregoing, the
Administrator in its discretion may authorize the Grantee to satisfy all or part
of any withholding tax liability by (a) having the Company withhold from the
Shares which would otherwise be issued in connection with a Stock Award or on
the exercise of an Option that number of Shares having a Fair Market Value, as
of the date the withholding tax liability arises, equal to or less than the
amount of the Company's withholding tax liability, or (b) by delivering to the
Company previously-owned and unencumbered Shares of the Common Stock having a
Fair Market Value, as of the date the withholding tax liability arises, equal to
or less than the amount of the Company's withholding tax liability.

15.   Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.

      (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, if the outstanding shares of Common Stock are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of the Company or a successor entity, or for other
property (including without limitation, cash), through reorganization,
recapitalization, reclassification, stock

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combination, stock dividend, stock split, reverse stock split, spin off or other
similar transaction, an appropriate and proportionate adjustment will be made in
the maximum number and kind of shares as to which Options and Stock Awards may
be granted under this Plan. A corresponding adjustment changing the number or
kind of shares allocated to Stock Awards or unexercised Options which have been
granted prior to any such change will likewise be made. Any such adjustment in
the outstanding Options will be made without change in the aggregate purchase
price applicable to the unexercised portion of the Options but with a
corresponding adjustment in the price for each share or other unit of any
security covered by the Option. Such adjustment will be made by the
Administrator, whose determination in that respect will be final, binding, and
conclusive.

      Where an adjustment under this Section 15(a) is made to an Incentive Stock
Option, the adjustment will be made in a manner which will not be considered a
"modification" under the provisions of subsection 424(h)(3) of the Code.

      Any conversion of outstanding Preferred Stock of the Company into Common
Stock of the Company at any time while this Plan is in effect shall require no
such adjustment under this Section 15(a).

      (b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, to the extent that an Option had not been
previously exercised or a Stock Award had not previously vested, it will
terminate immediately prior to the consummation of such proposed dissolution or
liquidation. In such instance, the Administrator may, in the exercise of its
sole discretion, declare that any Stock Award shall become vested or any Option
will terminate as of a date fixed by the Administrator and give each Optionee
the right to exercise his or her Option as to all or any part of the Optioned
Stock, including Shares as to which the Option would not otherwise be
exercisable.

      (c) Corporate Transaction. Upon the happening of a merger, reorganization
or sale of substantially all of the assets of the Company, the Administrator,
may, in its sole discretion, do one or more of the following: (i) shorten the
period during which Options are exercisable (provided they remain exercisable
for at least 30 days after the date notice of such shortening is given to the
Optionees); (ii) accelerate any vesting schedule to which an Option or Stock
Award is subject; (iii) arrange to have the surviving or successor entity or any
parent entity thereof assume the Stock Awards and the Options or grant
replacement options with appropriate adjustments in the option prices and
adjustments in the number and kind of securities issuable upon exercise or
adjustments so that the Options or their replacements represent the right to
purchase the shares of stock, securities or other property (including cash) as
may be issuable or payable as a result of such transaction with respect to or in
exchange for the number of Shares of Common Stock purchasable and receivable
upon exercise of the Options had such exercise occurred in full prior to such
transaction; or (iv) cancel Options or Stock Awards upon payment to the
Optionees or Grantees in cash, with respect to each Option or Stock Award to the
extent then exercisable or vested (including, if applicable, any Options or
Stock Awards as to which the vesting schedule has been accelerated as
contemplated in clause (ii) above), of an amount that is the equivalent of the
excess of the Fair Market Value of the Common Stock (at the effective time of
the merger, reorganization, sale or other event) over (in the case of Options)
the exercise price of the Option. The Administrator may also provide for one or
more of the foregoing alternatives in any particular Option Agreement or
agreement governing a Stock Award.

16.   Date of Grant. The date of grant of an Option or Stock Award will be, for
all purposes, the date as of which the Administrator makes the determination
granting such Option or Stock Award, or any other, later date determined by the
Administrator and specified in the Option Agreement. Notice of the determination
will be provided to each Grantee within a reasonable time after the date of
grant.

17.   Amendment and Termination of the Plan.

      (a) Amendment and Termination. The Board may at any time amend, alter or
suspend or terminate the Plan.

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<PAGE>

      (b) Shareholder Approval. The Company will obtain shareholder approval of
any Plan amendment that increases the number of Shares for which Options or
Stock Awards may be granted, or to the extent necessary and desirable to comply
with Section 422 of the Code (or any successor statute) or other Applicable
Laws, or the requirements of any exchange or quotation system on which the
Common Stock is listed or quoted. Such shareholder approval, if required, will
be obtained in such a manner and to such a degree as is required by the
Applicable Law or requirement.

      (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan, including the amendments and restatement
effected hereby, will impair the rights of a Grantee, unless mutually agreed
otherwise between the Grantee and the Administrator. Any such agreement must be
in writing and signed by the Grantee and the Company.

18.   Conditions Upon Issuance of Shares.

      (a) Legal Compliance. Shares will not be issued in connection with a Stock
Award or pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares will comply with all
Applicable Laws, and will be further subject to the approval of counsel for the
Company with respect to such compliance. Any securities delivered under the Plan
will be subject to such restrictions, and the person acquiring such securities
will, if requested by the Company, provide such assurances and representations
to the Company as the Company may deem necessary or desirable to assure
compliance with all Applicable Laws. To the extent permitted by Applicable Laws,
the Plan and Options and Stock Awards granted hereunder will be deemed amended
to the extent necessary to conform to such laws, rules and regulations.

      (b) Investment Representation. As a condition to the exercise of an Option
or grant of a Stock Award, the Company may require the person exercising such
Option or receiving such Stock Award to represent and warrant at the time of any
such exercise or receipt that the Shares are being acquired only for investment
and without any present intention to sell, transfer, or distribute such Shares.

19.   Liability of Company.

      (a) Inability to Obtain Authority. If the Company cannot, by the exercise
of commercially reasonable efforts, obtain authority from any regulatory body
having jurisdiction for the sale of any Shares under this Plan, and such
authority is deemed by the Company's counsel to be necessary to the lawful
issuance of those Shares, the Company will be relieved of any liability for
failing to issue or sell those Shares.

      (b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an
Option or Shares subject to a Stock Award exceed, as of the date of grant, the
number of Shares which may be issued under the Plan without additional
shareholder approval, that Option or Stock Award will be contingent with respect
to such excess Shares, unless and until shareholder approval of an amendment
sufficiently increasing the number of Shares subject to this Plan is timely
obtained in accordance with Section 17(b).

      (c) Rights of Participants and Beneficiaries. The Company will pay all
amounts payable under this Plan only to the Grantee, or beneficiaries entitled
thereto pursuant to this Plan. The Company will not be liable for the debts,
contracts, or engagements of any Grantee or his or her beneficiaries, and rights
to cash payments under this Plan may not be taken in execution by attachment or
garnishment, or by any other legal or equitable proceeding while in the hands of
the Company.

20.   Reservation of Shares. The Company will at all times reserve and keep
available for issuance a number of Shares sufficient to satisfy this Plan's
requirements during its term.

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21.   Shareholder Approval. This Plan is subject to approval by the shareholders
of the Company within 12 months before or after the date of its adoption. Such
shareholder approval will be obtained in the manner and to the degree required
under Applicable Laws.

22.   Legending Stock Certificates. In order to enforce any restrictions imposed
upon Common Stock issued in connection with a Stock Award or upon exercise of an
Option granted under this Plan or to which such Common Stock may be subject, the
Administrator may cause a legend or legends to be placed on any certificates
representing such Common Stock, which legend or legends will make appropriate
reference to such restrictions, including, but not limited to, a restriction
against sale of such Common Stock for any period of time as may be required by
Applicable Laws. Additionally, and not by way of limitation, the Administrator
may impose such restrictions on any Common Stock issued pursuant to the Plan as
it may deem advisable.

23.   No Employment Rights. Neither this Plan nor any Option or Stock Award will
confer upon a Grantee any right with respect to continuing the Grantee's
employment or consulting relationship with the Company, or continuing service as
a Director, nor will they interfere in any way with the Grantee's right or the
Company's right to terminate such employment or consulting relationship or
directorship at any time, with or without cause.

24.   Governing Law. The Plan will be governed by, and construed in accordance
with the laws of the State of Delaware without giving effect to conflicts of law
principles.

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