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                                                                    Exhibit 10.1

                         QUATRX PHARMACEUTICALS COMPANY

                 AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN

                         AS AMENDED ON DECEMBER 22, 2005

1.   PURPOSES OF THE PLAN.

     The purpose of this Plan is to encourage ownership in QuatRx
Pharmaceuticals Company, a Delaware corporation (the "COMPANY"), by key
personnel whose long-term employment or other service relationship with the
Company is considered essential to the Company's continued progress and,
thereby, encourage recipients to act in the stockholders' interest and share in
the Company's success.

2.   DEFINITIONS.

     As used herein, the following definitions shall apply:

          (a) "ADMINISTRATOR" means the Board, any Committees or such delegates
     as shall be administering the Plan in accordance with Section 4 of the
     Plan.

          (b) "AFFILIATE" means any entity that is directly or indirectly
     controlled by the Company or any entity in which the Company has a
     significant ownership interest as determined by the Administrator.

          (c) "APPLICABLE LAWS" means the requirements relating to the
     administration of stock option and stock award plans under U.S. federal and
     state laws, any stock exchange or quotation system on which the Company has
     listed or submitted for quotation the Common Stock to the extent provided
     under the terms of the Company's agreement with such exchange or quotation
     system and, with respect to Awards subject to the laws of any foreign
     jurisdiction where Awards are, or will be, granted under the Plan, the laws
     of such jurisdiction.

          (d) "AWARD" means a Stock Award, or Option granted in accordance with
     the terms of the Plan.

          (e) "AWARDEE" means an Employee, Consultant or Director of the Company
     or any Affiliate who has been granted an Award under the Plan.

          (f) "AWARD AGREEMENT" means a Stock Award Agreement and/or Option
     Agreement, which may be in written or electronic format, in such form and
     with such terms and conditions as may be specified by the Administrator,
     evidencing the terms and conditions of an individual Award. Each Award
     Agreement is subject to the terms and conditions of the Plan.

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

          (h) "CHANGE IN CONTROL" means any of the following, unless the
     Administrator provides otherwise:

               i. any merger or consolidation in which the Company shall not be
          the surviving entity (or survives only as a subsidiary of another
          entity whose stockholders did not own all or substantially all of the
          Common Stock in substantially the same proportions as immediately
          prior to such transaction),

               ii. the sale of all or substantially all of the Company's assets
          to any other person or entity (other than a wholly-owned subsidiary),

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               iii. the acquisition of beneficial ownership of a controlling
          interest (including, without limitation, power to vote) the
          outstanding shares of Common Stock by any person or entity (including
          a "group" as defined by or under Section 13(d)(3) of the Exchange
          Act),

               iv. the dissolution or liquidation of the Company,

               v. a contested election of Directors, as a result of which or in
          connection with which the persons who were Directors before such
          election or their nominees (the "INCUMBENT DIRECTORS") cease to
          constitute a majority of the Board; provided however that if the
          election, or nomination for election by the Company's stockholders, of
          any new director was approved by a vote of at least fifty percent
          (50%) of the Incumbent Directors, such new Director shall be
          considered as an Incumbent Director, or

               vi. any other event specified by the Board or a Committee,
          regardless of whether at the time an Award is granted or thereafter.

          (i) "CODE" means the United States Internal Revenue Code of 1986, as
     amended.

          (j) "COMMITTEE" means the compensation committee of the Board or a
     committee of Directors appointed by the Board in accordance with Section 4
     of the Plan.

          (k) "COMMON STOCK" means the common stock of the Company.

          (l) "COMPANY" means QuatRx Pharmaceutical Company, a Delaware
     corporation, or its successor.

          (m) "CONSULTANT" means any person engaged by the Company or any
     Affiliate to render services to such entity as an advisor or consultant.

          (n) "CONVERSION AWARD" has the meaning set forth in Section 4(b)(xi)
     of the Plan.

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

          (p) "EMPLOYEE" means a regular, active employee of the Company or any
     Affiliate, including an Officer and/or Director. The Administrator shall
     determine whether or not the chairman of the Board qualifies as an
     "Employee." Within the limitations of Applicable Law, the Administrator
     shall have the discretion to determine the effect upon an Award and upon an
     individual's status as an Employee in the case of (i) any individual who is
     classified by the Company or its Affiliate as leased from or otherwise
     employed by a third party or as intermittent or temporary, even if any such
     classification is changed retroactively as a result of an audit, litigation
     or otherwise, (ii) any leave of absence approved by the Company or an
     Affiliate, (iii) any transfer between locations of employment with the
     Company or an Affiliate or between the Company and any Affiliate or between
     any Affiliates, (iv) any change in the Awardee's status from an employee to
     a Consultant or Director, and (v) at the request of the Company or an
     Affiliate an employee becomes employed by any partnership, joint venture or
     corporation not meeting the requirements of an Affiliate in which the
     Company or an Affiliate is a party.

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


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          (r) "FAIR MARKET VALUE" means, as of any date, the value of a share of
     Common Stock is determined as follows:

               i. if such Common Stock is then quoted on Nasdaq, its closing
          price on Nasdaq on the date of determination as reported in The Wall
          Street Journal;

               ii. if such Common Stock is publicly traded and is then listed on
          a national securities exchange, its closing price on the date of
          determination on the principal national securities exchange on which
          the Common Stock is listed or admitted to trading as reported in The
          Wall Street Journal;

               iii. if such Common Stock is publicly traded but is not quoted on
          Nasdaq nor listed or admitted to trading on a national securities
          exchange, the average of the closing bid and asked prices on the date
          of determination as reported by The Wall Street Journal (or, if not so
          reported, as otherwise reported by any newspaper or other source as
          the Board may determine); or

               iv. if none of the foregoing is applicable, by the Administrator
          in such manner as it shall deem reasonable in good faith.

          (s) "GRANT DATE" means the date upon which an Award is granted to an
     Awardee pursuant to this Plan.

          (t) "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.

          (u) "NASDAQ" means the Nasdaq National Market.

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

          (w) "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.

          (x) "OPTION" means a right granted under Section 8 to purchase a
     number of Shares at such exercise price, at such times, and on such other
     terms and conditions as are specified in the agreement or other documents
     evidencing the Option (the "OPTION AGREEMENT"). Both Options intended to
     qualify as Incentive Stock Options and Nonstatutory Stock Options may be
     granted under the Plan.

          (y) "PARTICIPANT" means the Awardee or any person (including any
     estate) to whom an Award has been assigned or transferred as permitted
     hereunder.

          (z) "PLAN" means this QuatRx Pharmaceuticals Company 2005 Stock
     Incentive Plan.

          (aa) "QUALIFYING PERFORMANCE CRITERIA" shall have the meaning set
     forth in Section 12(b) of the Plan.

          (bb) "SECTION 162(M) APPLICATION DATE" means the earliest to occur
     after the Company's initial public offering of (i) the expiration date of
     the Plan, (ii) a material modification of the Plan under the Section 162(m)
     regulations, (iii) the issuance of all Company stock and other compensation
     allocated under the Plan, or (iv) the first meeting of stockholders at
     which directors are to be elected that occurs after the close of the third
     calendar year following the calendar year in which the initial public
     offering occurs.

          (cc) "SECURITIES ACT" means the Securities Act of 1933, as amended.


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

          (ee) "STOCK APPRECIATION RIGHT" means a right to receive cash and/or
     shares of Common Stock based on a change in the Fair Market Value of a
     specific number of shares of Common Stock granted under Section 11.

          (ff) "STOCK AWARD" means an award or issuance of Shares, Stock Units,
     Stock Appreciation Rights or similar awards made under Section 11 of the
     Plan, the grant, issuance, retention, vesting and/or transferability of
     which is subject during specified periods of time to such conditions
     (including continued employment or performance conditions) and terms as are
     expressed in the agreement or other documents evidencing the Award (the
     "STOCK AWARD AGREEMENT").

          (gg) "STOCK UNIT" means a bookkeeping entry representing an amount
     equivalent to the Fair Market Value of one Share (or a fraction or multiple
     of such value), payable in cash, property or Shares granted under Section
     11 of the Plan. Stock Units represent an unfunded and unsecured obligation
     of the Company, except as otherwise provided for by the Administrator.

          (hh) "SUBSIDIARY" means any company (other than the Company) in an
     unbroken chain of companies beginning with the Company, provided each
     company in the unbroken chain (other than the Company) owns, at the time of
     determination, stock possessing 50% or more of the total combined voting
     power of all classes of stock in one of the other companies in such chain.

          (ii) "TERMINATION OF EMPLOYMENT" shall mean ceasing to be an Employee,
     Consultant or Director, as determined in the sole discretion of the
     Administrator. However, for Incentive Stock Option purposes, Termination of
     Employment will occur when the Awardee ceases to be an employee (as
     determined in accordance with Section 3401(c) of the Code and the
     regulations promulgated thereunder) of the Company or one of its
     Subsidiaries. The Administrator shall determine whether any corporate
     transaction, such as a sale or spin-off of a division or business unit, or
     a joint venture, shall be deemed to result in a Termination of Employment.

          (jj) "TOTAL AND PERMANENT DISABILITY" shall have the meaning set forth
     in Section 22(e)(3) of the Code.

3.   STOCK SUBJECT TO THE PLAN.

          (a) Aggregate Limits. Subject to the provisions of Section 13 of the
     Plan, the aggregate number of Shares that may be issued pursuant to Awards
     granted under the Plan is 5,851,979 Shares increased by up to 2,323,280
     Shares issued under the Company's 2000 Equity Incentive Plan (the "Prior
     Plan") that are forfeited to the Company (e.g., in connection with the
     termination of the holder's employment) or that were subject to options
     granted pursuant to the Prior Plan which options terminate or expire or
     become unexercisable for any reason without having been exercised in full
     after April 14, 2005. Shares subject to Awards that are cancelled, expire
     or are forfeited shall be available for re-grant under the Plan. If an
     Awardee pays the exercise or purchase price of an Award through the tender
     of Shares, or if Shares are tendered or withheld to satisfy any Company
     withholding obligations, the number of Shares so tendered or withheld shall
     become available for re-issuance thereafter under the Plan. The Shares
     subject to the Plan may be either Shares reacquired by the Company,
     including Shares purchased in the open market, or authorized but unissued
     Shares.

          (b) Code Section 162(m) Share Limit. Subject to the provisions of
     Section 13 of the Plan, and provided that such limitation shall not apply
     until the Section 162(m) Application Date, the aggregate number of Shares
     subject to Awards granted under this Plan during any calendar year to any
     one Awardee shall not exceed 1,500,000, except that in connection with his
     or her first commencing service with the Company or an Affiliate, an
     Awardee may be granted Awards covering up to an additional 1,000,000


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     Shares during the year in which such service commences. Notwithstanding
     anything to the contrary in the Plan, the limitations set forth in this
     Section 3(b) shall be subject to adjustment under Section 13(a) of the Plan
     only to the extent that such adjustment will not affect the status of any
     Award intended to qualify as "performance-based compensation" under Code
     Section 162(m) or the ability to grant or the qualification of Incentive
     Stock Options under the Plan.

4.   ADMINISTRATION OF THE PLAN.

          (a) Procedure.

               i. Multiple Administrative Bodies. The Plan shall be administered
          by the Board, a Committee and/or their delegates.

               ii. Section 162. To the extent that the Administrator determines
          it to be desirable to qualify Awards granted hereunder as
          "performance-based compensation" within the meaning of Section 162(m)
          of the Code, Awards to "covered employees" within the meaning of
          Section 162(m) of the Code or Employees that the Committee determines
          may be "covered employees" in the future shall be made by a Committee
          of two or more "outside directors" within the meaning of Section
          162(m) of the Code.

               iii. Rule 16b-3. To the extent desirable to qualify transactions
          hereunder as exempt under Rule 16b-3 promulgated under the Exchange
          Act ("Rule 16b-3"), Awards to Officers and Directors shall be made by
          the entire Board or a Committee of two or more "non-employee
          directors" within the meaning of Rule 16b-3.

               iv. Other Administration. The Board or a Committee may delegate
          to an authorized officer or officers of the Company the power to
          approve Awards to persons eligible to receive Awards under the Plan
          who are not (A) subject to Section 16 of the Exchange Act or (B) at
          the time of such approval, "covered employees" under Section 162(m) of
          the Code.

               v. Delegation of Authority for the Day-to-Day Administration of
          the Plan. Except to the extent prohibited by Applicable Law, the
          Administrator may delegate to one or more individuals the day-to-day
          administration of the Plan and any of the functions assigned to it in
          this Plan. Such delegation may be revoked at any time.

               vi. Nasdaq. In addition, the Plan will be administered in a
          manner that complies with any applicable Nasdaq or stock exchange
          listing requirements.

          (b) Powers of the Administrator. Subject to the provisions of the Plan
     and, in the case of a Committee or delegates acting as the Administrator,
     subject to the specific duties delegated to such Committee or delegates,
     the Administrator shall have the authority, in its discretion:

               i. to select the Employees, Consultants and Directors of the
          Company or its Affiliates to whom Awards are to be granted hereunder;

               ii. to determine the number of shares of Common Stock or amount
          of cash to be covered by each Award granted hereunder;

               iii. to determine the type of Award to be granted to the selected
          Employees, Consultants and Directors;

               iii. to approve forms of Award Agreements for use under the Plan;


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               iv. to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any Award granted hereunder. Such terms and
          conditions include, but are not limited to, the exercise and/or
          purchase price (if applicable), the time or times when an Award may be
          exercised (which may or may not be based on performance criteria), the
          vesting schedule, any vesting and/or exercisability acceleration or
          waiver of forfeiture restrictions, the acceptable forms of
          consideration, the term, and any restriction or limitation regarding
          any Award or the Shares relating thereto, based in each case on such
          factors as the Administrator, in its sole discretion, shall determine
          and may be established at the time an Award is granted or thereafter;

               v. to correct administrative errors;

               vi. to construe and interpret the terms of the Plan (including
          sub-plans and Plan addenda) and Awards granted pursuant to the Plan;

               vii. to adopt rules and procedures relating to the operation and
          administration of the Plan to accommodate the specific requirements of
          local laws and procedures. Without limiting the generality of the
          foregoing, the Administrator is specifically authorized (A) to adopt
          the rules and procedures regarding the conversion of local currency,
          withholding procedures and handling of stock certificates which vary
          with local requirements and (B) to adopt sub-plans and Plan addenda as
          the Administrator deems desirable, to accommodate foreign laws,
          regulations and practice;

               viii. to prescribe, amend and rescind rules and regulations
          relating to the Plan, including rules and regulations relating to
          sub-plans and Plan addenda;

               ix. to modify or amend each Award, including, but not limited to,
          the acceleration of vesting and/or exercisability, provided, however,
          that any such amendment is subject to Section 14 of the Plan and
          except as set forth in that Section, may not impair any outstanding
          Award unless agreed to in writing by the Participant;

               x. to allow Participants to satisfy withholding tax amounts by
          electing to have the Company withhold from the Shares to be issued
          upon exercise of a Nonstatutory Stock Option or vesting of a Stock
          Award that number of Shares having a Fair Market Value equal to the
          amount required to be withheld. The Fair Market Value of the Shares to
          be withheld shall be determined in such manner and on such date that
          the Administrator shall determine or, in the absence of provision
          otherwise, on the date that the amount of tax to be withheld is to be
          determined. All elections by a Participant to have Shares withheld for
          this purpose shall be made in such form and under such conditions as
          the Administrator may provide;

               xi. to authorize conversion or substitution under the Plan of any
          or all stock options, stock appreciation rights or other stock awards
          held by service providers of an entity acquired by the Company (the
          "Conversion Awards"). Any conversion or substitution shall be
          effective as of the close of the merger, acquisition or other
          transaction. The Conversion Awards may be Nonstatutory Stock Options
          or Incentive Stock Options, as determined by the Administrator, with
          respect to options granted by the acquired entity; provided, however,
          that with respect to the conversion of stock appreciation rights in
          the acquired entity, the Conversion Awards shall be Nonstatutory Stock
          Options. Unless otherwise determined by the Administrator at the time
          of conversion or substitution, all Conversion Awards shall have the
          same terms and conditions as Awards generally granted by the Company
          under the Plan;

               xii. to authorize any person to execute on behalf of the Company
          any instrument required to effect the grant of an Award previously
          granted by the Administrator;

               xiii. to impose such restrictions, conditions or limitations as
          it determines appropriate as to the timing and manner of any resales
          by a Participant or other subsequent transfers by the


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          Participant of any Shares issued as a result of or under an Award,
          including without limitation, (A) restrictions under an insider
          trading policy and (B) restrictions as to the use of a specified
          brokerage firm for such resales or other transfers;

               xiv. to provide, either at the time an Award is granted or by
          subsequent action, that an Award shall contain as a term thereof, a
          right, either in tandem with the other rights under the Award or as an
          alternative thereto, of the Participant to receive, without payment to
          the Company, a number of Shares, cash or a combination thereof, the
          amount of which is determined by reference to the value of the Award;
          and

               xv. to make all other determinations deemed necessary or
          advisable for administering the Plan and any Award granted hereunder.

          (c) Effect of Administrator's Decision. All decisions, determinations
     and interpretations by the Administrator regarding the Plan, any rules and
     regulations under the Plan and the terms and conditions of any Award
     granted hereunder, shall be final and binding on all Participants and on
     all other persons. The Administrator shall consider such factors as it
     deems relevant, in its sole and absolute discretion, to making such
     decisions, determinations and interpretations including, without
     limitation, the recommendations or advice of any officer or other employee
     of the Company and such attorneys, consultants and accountants as it may
     select.

5.   ELIGIBILITY.

     Awards may be granted to Employees, Directors and Consultants of the
Company or any of its Affiliates; provided that Incentive Stock Options may be
granted only to Employees of the Company or of a Subsidiary of the Company.

6.   TERM OF PLAN.

     The Plan shall become effective upon its approval by the stockholders of
the Company. It shall continue in effect for a term of ten (10) years from the
date the Plan is approved by stockholders of the Company unless terminated
earlier under Section 14 of the Plan.

7.   TERM OF AWARD.

     The term of each Award shall be determined by the Administrator and stated
in the Award Agreement. In the case of an Option, the term shall be ten (10)
years from the Grant Date or such shorter term as may be provided in the Award
Agreement; provided that an Incentive Stock Option granted to an Employee who on
the Grant Date owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Subsidiary shall have a term
of no more than five (5) years from the Grant Date; and provided further that
the term may be ten and one-half (10 1/2) years (or a shorter period) in the
case of Options granted to Employees in certain jurisdictions outside the United
States as determined by the Administrator.

8.   OPTIONS.

     The Administrator may grant an Option or provide for the grant of an
Option, either from time to time in the discretion of the Administrator or
automatically upon the occurrence of specified events, including, without
limitation, the achievement of performance goals, the satisfaction of an event
or condition within the control of the Awardee or within the control of others.

          (a) Option Agreement. Each Option Agreement shall contain provisions
     regarding (i) the number of Shares that may be issued upon exercise of the
     Option, (ii) the type of Option, (iii) the exercise price of the Shares and
     the means of payment for the Shares, (iv) the term of the Option, (v) such
     terms and


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     conditions on the vesting and/or exercisability of an Option as may be
     determined from time to time by the Administrator, (vi) restrictions on the
     transfer of the Option or the Shares issued upon exercise of the Option and
     forfeiture provisions and (vii) such further terms and conditions, in each
     case not inconsistent with this Plan as may be determined from time to time
     by the Administrator.

          (b) Exercise Price. The per share exercise price for the Shares to be
     issued pursuant to exercise of an Option shall be determined by the
     Administrator, subject to the following:

               i. Each Option shall have a per Share exercise price equal to no
          less than 100% of the Fair Market Value per Share on the Grant Date;
          provided however that in the case of an Incentive Stock Option granted
          to an Employee who on the Grant Date owns stock representing more than
          ten percent (10%) of the voting power of all classes of stock of the
          Company or any Subsidiary, the per Share exercise price shall be no
          less than 110% of the Fair Market Value per Share on the Grant Date.

               ii. Notwithstanding the foregoing, at the Administrator's
          discretion, Conversion Awards may be granted in substitution and/or
          conversion of options of an acquired entity, with a per Share exercise
          price of less than 100% of the Fair Market Value per Share on the date
          of such substitution and/or conversion.

          (c) Option Repricings. The exercise price of an Option may be reduced,
     or Options cancelled and re-granted in order to reduce the applicable
     exercise price, without stockholder approval.

          (d) Vesting Period and Exercise Dates. Options granted under this Plan
     shall vest and/or be exercisable at such time and in such installments
     during the period prior to the expiration of the Option's term as
     determined by the Administrator. The Administrator shall have the right to
     make the timing of the ability to exercise any Option granted under this
     Plan subject to continued employment, the passage of time and/or such
     performance requirements as deemed appropriate by the Administrator. At any
     time after the grant of an Option, the Administrator may reduce or
     eliminate any restrictions surrounding any Participant's right to exercise
     all or part of the Option.

          (e) Form of Consideration. The Administrator shall determine the
     acceptable form of consideration for exercising an Option, including the
     method of payment, either through the terms of the Option Agreement or at
     the time of exercise of an Option. Acceptable forms of consideration may
     include:

               i. cash;

               ii. check or wire transfer (denominated in U.S. Dollars);

               iii. subject to any conditions or limitations established by the
          Administrator, 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 said Option shall be exercised, provided that prior to the date
          on which the Company becomes subject to FAS 123R, such Shares shall,
          in the case of Shares acquired by the Participant upon the exercise of
          an Option, have been owned by the Participant for more than six months
          on the date of surrender;

               iv. consideration received by the Company under a broker-assisted
          sale and remittance program acceptable to the Administrator;

               v. provided that it does not result in the Company's incurring
          any adverse accounting charges with respect to an Option relative to
          Options not having such term, by the Company's withholding from the
          Option a number of Shares having as of the exercise date a Fair Market
          Value equal to the aggregate exercise price applicable to the Shares
          being exercised;


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               vi. such other consideration and method of payment for the
          issuance of Shares to the extent permitted by Applicable Laws; or

               vii. any combination of the foregoing methods of payment.

9.   INCENTIVE STOCK OPTION LIMITATIONS/TERMS.

          (a) Eligibility. Only employees (as determined in accordance with
     Section 3401(c) of the Code and the regulations promulgated thereunder) of
     the Company or any of its Subsidiaries may be granted Incentive Stock
     Options.

          (b) $100,000 Limitation. Notwithstanding the designation "Incentive
     Stock Option" in an Option Agreement, if and to the extent that the
     aggregate Fair Market Value of the Shares with respect to which Incentive
     Stock Options are exercisable for the first time by the Awardee during any
     calendar year (under all plans of the Company and any of its Subsidiaries)
     exceeds U.S. $100,000, such Options shall be treated as Nonstatutory Stock
     Options. For purposes of this Section 9(b), Incentive Stock Options shall
     be taken into account in the order in which they were granted. The Fair
     Market Value of the Shares shall be determined as of the Grant Date.

          (c) Effect of Termination of Employment on Incentive Stock Options.

               i. Generally. Unless otherwise provided for by the Administrator,
          upon an Awardee's Termination of Employment other than as a result of
          circumstances described in Sections 9(c)(ii) and (iii) below, any
          outstanding Incentive Stock Option granted to such Awardee, whether
          vested or unvested, to the extent not theretofore exercised, shall
          terminate immediately upon the Awardee's Termination of Employment;
          provided, however, that the Administrator may in the Option Agreement
          specify a period of time (but not beyond the expiration date of the
          Option) following Termination of Employment during which the Awardee
          may exercise the Option as to Shares that were vested and exercisable
          as of the date of Termination of Employment. To the extent such a
          period following Termination of Employment is specified, the Option
          shall automatically terminate at the end of such period to the extent
          the Awardee has not exercised it within such period.

               ii. Disability of Awardee. Unless otherwise provided for by the
          Administrator, upon an Awardee's Termination of Employment as a result
          of the Awardee's disability, all outstanding Incentive Stock Options
          granted to such Awardee that were vested and exercisable as of the
          date of the Awardee's Termination of Employment may be exercised by
          the Awardee until (A) one (1) year following Awardee's Termination of
          Employment as a result of Awardee's disability, including Total and
          Permanent Disability; provided, however, that in no event shall an
          Incentive Stock Option be exercisable after the expiration of the term
          of such Option. If the Participant does not exercise such Option
          within the time specified, the Option (to the extent not exercised)
          shall automatically terminate.

               iii. Death of Awardee. Unless otherwise provided for by the
          Administrator, upon an Awardee's Termination of Employment as a result
          of the Awardee's death, all outstanding Incentive Stock Options
          granted to such Awardee that were vested and exercisable as of the
          date of the Awardee's death may be exercised until the earlier of (A)
          one (1) year following the Awardee's death or (B) the expiration of
          the term of such Option. If an Incentive Stock Option is held by the
          Awardee when he or she dies, the Incentive Stock Option may be
          exercised, to the extent the Option is vested and exercisable, by the
          beneficiary designated by the Awardee (as provided in Section 15 of
          the Plan), the executor or administrator of the Awardee's estate or,
          if none, by the person(s) entitled to exercise the Incentive Stock
          Option under the Awardee's will or the laws of descent or
          distribution. If the Incentive Stock Option is not so exercised within
          the time specified, such Option (to the extent not exercised) shall
          automatically terminate.


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               iv. Other Terminations of Employment. The Administrator may
          provide in the applicable Option Agreement for different treatment of
          Options upon Termination of Employment of the Awardee than that
          specified above.

          (d) Leave of Absence. The Administrator shall have the discretion to
     determine whether and to what extent the vesting of Options shall be tolled
     during any unpaid leave of absence; provided, however, that in the absence
     of such determination, vesting of Options shall be tolled during any leave
     that is not a leave required to be provided to the Awardee under Applicable
     Law. In the event of military leave, vesting shall toll during any unpaid
     portion of such leave, provided that, upon an Awardee's returning from
     military leave (under conditions that would entitle him or her to
     protection upon such return under the Uniform Services Employment and
     Reemployment Rights Act), he or she shall be given vesting credit with
     respect to Options to the same extent as would have applied had the
     Adwardee continued to provide services to the Company throughout the leave
     on the same terms as he or she was providing services immediately prior to
     such leave.

          (e) Transferability. An Incentive Stock Option cannot be transferred
     by the Awardee otherwise than by will or the laws of descent and
     distribution, and, during the lifetime of such Awardee, may only be
     exercised by the Awardee. If the terms of an Incentive Stock Option are
     amended to permit transferability, the Option will be treated for tax
     purposes as a Nonstatutory Stock Option. The designation of a beneficiary
     by an Awardee will not constitute a transfer.

          (f) Exercise Price. The per Share exercise price of an Incentive Stock
     Option shall be determined by the Administrator in accordance with Section
     8(b)(i) of the Plan.

          (g) Other Terms. Option Agreements evidencing Incentive Stock Options
     shall contain such other terms and conditions as may be necessary to
     qualify, to the extent determined desirable by the Administrator, with the
     applicable provisions of Section 422 of the Code.

10.  EXERCISE OF OPTION.

          (a) Procedure for Exercise; Rights as a Stockholder.

               i. Any Option granted hereunder shall be exercisable according to
          the terms of the Plan and at such times and under such conditions as
          determined by the Administrator and set forth in the respective Option
          Agreement.

               ii. An Option shall be deemed exercised when the Company receives
          (A) written or electronic notice of exercise (in accordance with the
          Option Agreement) from the person entitled to exercise the Option; (B)
          full payment for the Shares with respect to which the related Option
          is exercised; and (C) payment of all applicable withholding taxes.

               iii. Shares issued upon exercise of an Option shall be issued in
          the name of the Participant or, if requested by the Participant, in
          the name of the Participant and his or her spouse. Unless provided
          otherwise by the Administrator or pursuant to this Plan, until the
          Shares are 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
          stockholder shall exist with respect to the Shares subject to an
          Option, notwithstanding the exercise of the Option.

               iv. The Company shall issue (or cause to be issued) such Shares
          as administratively practicable after the Option is exercised. An
          Option may not be exercised for a fraction of a Share.

          (b) Effect of Termination of Employment on Nonstatutory Stock Options.


                                       10

<PAGE>

               i. Generally. Unless otherwise provided for by the Administrator,
          upon an Awardee's Termination of Employment other than as a result of
          circumstances described in Sections 10(b)(ii) and (iii) below, any
          outstanding Nonstatutory Stock Option granted to such Awardee, whether
          vested or unvested, to the extent not theretofore exercised, shall
          terminate immediately upon the Awardee's Termination of Employment;
          provided, however, that the Administrator may in the Option Agreement
          specify a period of time (but not beyond the expiration date of the
          Option) following Termination of Employment during which the Awardee
          may exercise the Option as to Shares that were vested and exercisable
          as of the date of Termination of Employment. To the extent such a
          period following Termination of Employment is specified, the Option
          shall automatically terminate at the end of such period to the extent
          the Awardee has not exercised it within such period.

               ii. Disability of Awardee. Unless otherwise provided for by the
          Administrator, upon an Awardee's Termination of Employment as a result
          of the Awardee's disability, all outstanding Nonstatutory Stock
          Options granted to such Awardee that were vested and exercisable as of
          the date of the Awardee's Termination of Employment may be exercised
          by the Awardee until (A) one(1) year following Awardee's Termination
          of Employment as a result of Awardee's disability, including Total and
          Permanent Disability or (B) the expiration of the term of such Option.
          If the Participant does not exercise such Option within the time
          specified, the Option (to the extent not exercised) shall
          automatically terminate.

               iii. Death of Awardee. Unless otherwise provided for by the
          Administrator, upon an Awardee's Termination of Employment as a result
          of the Awardee's death, all outstanding Nonstatutory Stock Options
          granted to such Awardee that were vested and exercisable as of the
          date of the Awardee's death may be exercised until the earlier of (A)
          one (1) year following the Awardee's death or (B) the expiration of
          the term of such Option. If a Nonstatutory Stock Option is held by the
          Awardee when he or she dies, such Option may be exercised, to the
          extent the Option is vested and exercisable, by the beneficiary
          designated by the Awardee (as provided in Section 15 of the Plan), the
          executor or administrator of the Awardee's estate or, if none, by the
          person(s) entitled to exercise the Nonstatutory Stock Option under the
          Awardee's will or the laws of descent or distribution. If the
          Nonstatutory Stock Option is not so exercised within the time
          specified, such Option (to the extent not exercised) shall
          automatically terminate.

          (c) Leave of Absence. The Administrator shall have the discretion to
     determine whether and to what extent the vesting of Options shall be tolled
     during any unpaid leave of absence; provided, however, that in the absence
     of such determination, vesting of Options shall be tolled during any leave
     that is not a leave required to be provided to the Awardee under Applicable
     Law. In the event of military leave, vesting shall toll during any unpaid
     portion of such leave, provided that, upon an Awardee's returning from
     military leave (under conditions that would entitle him or her to
     protection upon such return under the Uniform Services Employment and
     Reemployment Rights Act), he or she shall be given vesting credit with
     respect to Options to the same extent as would have applied had the Awardee
     continued to provide services to the Company throughout the leave on the
     same terms as he or she was providing services immediately prior to such
     leave.


                                       11

<PAGE>

11.  STOCK AWARDS.

          (a) Stock Award Agreement. Each Stock Award Agreement shall contain
     provisions regarding (i) the number of Shares subject to such Stock Award
     or a formula for determining such number, (ii) the purchase price of the
     Shares, if any, and the means of payment for the Shares, (iii) the
     performance criteria (including Qualifying Performance Criteria), if any,
     and level of achievement versus these criteria that shall determine the
     number of Shares granted, issued, retainable and/or vested, (iv) such terms
     and conditions on the grant, issuance, vesting and/or forfeiture of the
     Shares as may be determined from time to time by the Administrator, (v)
     restrictions on the transferability of the Stock Award and (vi) such
     further terms and conditions in each case not inconsistent with this Plan
     as may be determined from time to time by the Administrator.

          (b) Restrictions and Performance Criteria. The grant, issuance,
     retention and/or vesting of each Stock Award or the Shares subject thereto
     may be subject to such performance criteria (including Qualifying
     Performance Criteria) and level of achievement versus these criteria as the
     Administrator shall determine, which criteria may be based on financial
     performance, personal performance evaluations and/or completion of service
     by the Awardee. Notwithstanding anything to the contrary herein, the
     performance criteria for any Stock Award that is intended to satisfy the
     requirements for "performance-based compensation" under Section 162(m) of
     the Code shall be established by the Administrator based on one or more
     Qualifying Performance Criteria selected by the Administrator and specified
     in writing not later than ninety (90) days after the commencement of the
     period of service to which the performance goals relates, provided that the
     outcome is substantially uncertain at that time (or in such other manner
     that complies with Section 162(m)).

          (c) Forfeiture. Unless otherwise provided for by the Administrator,
     upon the Awardee's Termination of Employment, the Stock Award and the
     Shares subject thereto shall be forfeited, provided that to the extent that
     the Participant purchased any Shares, the Company shall have a right to
     repurchase the unvested Shares at such price and on such terms and
     conditions as the Administrator determines.

          (d) Rights as a Stockholder. Unless otherwise provided by the
     Administrator, the Participant shall have the rights equivalent to those of
     a stockholder and shall be a stockholder only after Shares are issued (as
     evidenced by the appropriate entry on the books of the Company or of a duly
     authorized transfer agent of the Company) to the Participant. Unless
     otherwise provided by the Administrator, a Participant holding Stock Units
     shall be entitled to receive dividend payments as if he or she was an
     actual stockholder.

          (e) Stock Appreciation Rights.

               i. General. Stock Appreciation Rights may be granted either
          alone, in addition to, or in tandem with other Awards granted under
          the Plan. The Board may grant Stock Appreciation Rights to eligible
          Participants subject to terms and conditions not inconsistent with
          this Plan and determined by the Board. The specific terms and
          conditions applicable to the Participant shall be provided for in the
          Stock Award Agreement. Stock Appreciation Rights shall be exercisable,
          in whole or in part, at such times as the Board shall specify in the
          Stock Award Agreement.

               ii. Exercise of Stock Appreciation Right. Upon the exercise of a
          Stock Appreciation Right, in whole or in part, the Participant shall
          be entitled to a payment in an amount equal to the excess of the Fair
          Market Value on the date of exercise of a fixed number of Shares
          covered by the exercised portion of the Stock Appreciation Right, over
          the Fair Market Value on the grant date of the Shares covered by the
          exercised portion of the Stock Appreciation Right (or such other
          amount calculated with respect to Shares subject to the Award as the
          Board may determine). The amount due to the Participant upon the
          exercise of a Stock Appreciation Right shall be paid in such form of
          consideration as determined by the Board and may be in cash, Shares or
          a combination thereof, over the period or periods specified in the
          Stock Award Agreement. A Stock Award Agreement may place limits on the
          amount that may be paid over any specified period or periods upon the
          exercise of a Stock Appreciation Right, on an aggregate basis or as to
          any Participant. A Stock


                                       12

<PAGE>

          Appreciation Right shall be considered exercised when the Company
          receives written notice of exercise in accordance with the terms of
          the Stock Award Agreement from the person entitled to exercise the
          Stock Appreciation Right.

               iii. Nonassignability of Stock Appreciation Rights. Except as
          determined by the Board, no Stock Appreciation Right shall be
          assignable or otherwise transferable by the Participant except by will
          or by the laws of descent and distribution.

12.  OTHER PROVISIONS APPLICABLE TO AWARDS.

          (a) Non-Transferability of Awards. Unless determined otherwise by the
     Administrator, an Award may not be sold, pledged, assigned, hypothecated,
     transferred, or disposed of in any manner other than by beneficiary
     designation, will or by the laws of descent or distribution. Subject to
     Section 9(e), the Administrator may in its discretion make an Award
     transferable to an Awardee's family member or any other person or entity as
     it deems appropriate. If the Administrator makes an Award transferable,
     either at the time of grant or thereafter, such Award shall contain such
     additional terms and conditions as the Administrator deems appropriate, and
     any transferee shall be deemed to be bound by such terms upon acceptance of
     such transfer.

          (b) Qualifying Performance Criteria. For purposes of this Plan, the
     term "Qualifying Performance Criteria" shall mean any one or more of the
     following performance criteria, either individually, alternatively or in
     any combination, applied to either the Company as a whole or to a business
     unit, Affiliate or business segment, either individually, alternatively or
     in any combination, and measured either annually or cumulatively over a
     period of years, on an absolute basis or relative to a pre-established
     target, to previous years' results or to a designated comparison group, in
     each case as specified by the Administrator in the Award: (i) cash flow;
     (ii) earnings (including gross margin, earnings before interest and taxes,
     earnings before taxes, and net earnings); (iii) earnings per share; (iv)
     growth in earnings or earnings per share; (v) stock price; (vi) return on
     equity or average stockholders' equity; (vii) total stockholder return;
     (viii) return on capital; (ix) return on assets or net assets; (x) return
     on investment; (xi) revenue; (xii) income or net income; (xiii) operating
     income or net operating income; (xiv) operating profit or net operating
     profit; (xv) operating margin; (xvi) return on operating revenue; (xvii)
     market share; (xviii) contract awards or backlog; (xix) overhead or other
     expense reduction; (xx) growth in stockholder value relative to the moving
     average of the S&P 500 Index or a peer group index; (xxi) credit rating;
     (xxii) strategic plan development and implementation (including individual
     performance objectives that relate to achievement of the Company's or any
     business unit's strategic plan); (xxiii) improvement in workforce
     diversity, and (xxiv) any other similar criteria. The Committee may
     appropriately adjust any evaluation of performance under a Qualifying
     Performance Criteria to exclude any of the following events that occurs
     during a performance period: (A) asset write-downs; (B) litigation or claim
     judgments or settlements; (C) the effect of changes in tax law, accounting
     principles or other such laws or provisions affecting reported results; (D)
     accruals for reorganization and restructuring programs; and (E) any gains
     or losses classified as extraordinary or as discontinued operations in the
     Company's financial statements.

          (c) Certification. Prior to the payment of any compensation under an
     Award intended to qualify as "performance-based compensation" under Section
     162(m) of the Code, the Committee shall certify the extent to which any
     Qualifying Performance Criteria and any other material terms under such
     Award have been satisfied (other than in cases where such relate solely to
     the increase in the value of the Common Stock).

          (d) Discretionary Adjustments Pursuant to Section 162(m).
     Notwithstanding satisfaction of any completion of any Qualifying
     Performance Criteria, to the extent specified at the time of grant of an
     Award to "covered employees" within the meaning of Section 162(m) of the
     Code, the number of Shares, Options or other benefits granted, issued,
     retainable and/or vested under an Award on account of satisfaction of such
     Qualifying Performance Criteria may be reduced by the Committee on the
     basis of such further considerations as the Committee in its sole
     discretion shall determine.


                                       13

<PAGE>

          (e) Right of First Refusal. At the discretion of the Administrator,
     the Company may reserve to itself and/or its assignee(s) in the Award
     Agreement a right of first refusal to purchase all Shares that a
     Participant (or a subsequent transferee) may propose to transfer to a third
     party, provided, that such right of first refusal terminates upon the
     Company's initial public offering of Common Stock pursuant to an effective
     registration statement filed under the Securities Act.

          (f) Market Standoff. If requested by the Company or a representative
     of its underwriters in connection with a registration of any securities of
     the Company under the Securities Act, Awardees or certain Awardees shall be
     prohibited from selling some or all of their Shares during a period not to
     exceed 180 days (but subject to such extensions as may be required by the
     underwriters in order to publish research reports while complying with the
     Rule 2711 of the National Association of Securities Dealers, Inc.) after
     the effective date of a registration statement filed with respect to the
     initial public offering of the Company stock and 90 days (but subject to
     such extensions as may be required by the underwriters in order to publish
     research reports while complying with the Rule 2711 of the National
     Association of Securities Dealers, Inc.) after the effective date of any
     other registration statement of the Company. This restriction shall apply
     only to the first two registration statements of the Company to become
     effective under the Securities Act. However, it shall not apply to any
     registration statement on Form S-8 or an equivalent registration statement.
     Moreover, registration statements on Form S-4, S-8 or equivalent
     registration statements shall not count as either of those two registration
     statements.

13.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
     SALE.

          (a) Changes in Capitalization. Subject to any required action by the
     stockholders of the Company, (i) the number and kind of Shares covered by
     each outstanding Award, (ii) the price per Share subject to each such
     outstanding Award and (iii) each of the Share limitations set forth in
     Section 3 of the Plan, shall be proportionately adjusted for any increase
     or decrease in the number or kind of issued shares resulting from a stock
     split, reverse stock split, stock dividend, combination or reclassification
     of the Common Stock, or any other increase or decrease in the number of
     issued shares of Common Stock effected without receipt of consideration by
     the Company; provided, however, that conversion of any convertible
     securities of the Company shall not be deemed to have been "effected
     without receipt of consideration." Such adjustment shall be made by the
     Administrator, whose determination in that respect shall be final, binding
     and conclusive. Except as expressly provided herein, no issuance by the
     Company of shares of stock of any class, or securities convertible into
     shares of stock of any class, shall affect, and no adjustment by reason
     thereof shall be made with respect to, the number or price of shares of
     Common Stock subject to an Award.

          (b) Dissolution or Liquidation. In the event of the proposed
     dissolution or liquidation of the Company, the Administrator shall notify
     each Participant as soon as practicable prior to the effective date of such
     proposed transaction. To the extent it has not been previously exercised or
     the Shares subject thereto issued to the Awardee and unless otherwise
     determined by the Administrator, an Award will terminate immediately prior
     to the consummation of such proposed transaction.

          (c) Change in Control. In the event there is a Change in Control of
     the Company, as determined by the Board or a Committee, the Board or
     Committee may, in its discretion, (i) provide for the assumption or
     substitution of, or adjustment to, each outstanding Award; (ii) accelerate
     the vesting of Options and terminate any restrictions on Stock Awards;
     and/or (iii) provide for termination of Awards as a result of the Change of
     Control on such terms and conditions as it deems appropriate, including
     providing for the cancellation of Awards for a cash payment to the
     Participant.

14.  AMENDMENT AND TERMINATION OF THE PLAN.

          (a) Amendment and Termination. The Administrator may amend, alter or
     discontinue the Plan or any Award Agreement, but any such amendment shall
     be subject to approval of the stockholders of the Company in the manner and
     to the extent required by Applicable Law. To the extent required to comply
     with Section 162(m) of the Code, the Company shall seek re-approval of the
     Plan from time to time by the


                                       14

<PAGE>

     stockholders. In addition, without limiting the foregoing, unless approved
     by the stockholders of the Company, no such amendment shall be made that
     would:

               i. materially increase the maximum number of Shares for which
          Awards may be granted under the Plan, other than an increase pursuant
          to Section 13 of the Plan;

               ii. reduce the minimum exercise price at which Options may be
          granted under the Plan; or

               iii. change the class of persons eligible to receive Awards under
          the Plan.

          (b) Effect of Amendment or Termination. No amendment, suspension or
     termination of the Plan shall impair the rights of any Award, unless
     mutually agreed otherwise between the Participant and the Administrator,
     which agreement must be in writing and signed by the Participant and the
     Company; provided further that the Administrator may amend an outstanding
     Award in order to conform it to the Administrator's intent (in its sole
     discretion) that such Award not be subject to Code Section 409A(a)(1)(B).
     Termination of the Plan shall not affect the Administrator's ability to
     exercise the powers granted to it hereunder with respect to Awards granted
     under the Plan prior to the date of such termination.

          (c) Effect of the Plan on Other Arrangements. Neither the adoption of
     the Plan by the Board or a Committee nor the submission of the Plan to the
     stockholders of the Company for approval shall be construed as creating any
     limitations on the power of the Board or any Committee to adopt such other
     incentive arrangements as it or they may deem desirable, including without
     limitation, the granting of restricted stock or stock options otherwise
     than under the Plan, and such arrangements may be either generally
     applicable or applicable only in specific cases. The value of Awards
     granted pursuant to the Plan will not be included as compensation,
     earnings, salaries or other similar terms used when calculating an
     Awardee's benefits under any employee benefit plan sponsored by the Company
     or any Subsidiary except as such plan otherwise expressly provides.

15.  DESIGNATION OF BENEFICIARY.

          (a) An Awardee may file a written designation of a beneficiary who is
     to receive the Awardee's rights pursuant to Awardee's Award or the Awardee
     may include his or her Awards in an omnibus beneficiary designation for all
     benefits under the Plan. To the extent that Awardee has completed a
     designation of beneficiary while employed with the Company, such
     beneficiary designation shall remain in effect with respect to any Award
     hereunder until changed by the Awardee to the extent enforceable under
     Applicable Law.

          (b) Such designation of beneficiary may be changed by the Awardee at
     any time by written notice. In the event of the death of an Awardee and in
     the absence of a beneficiary validly designated under the Plan who is
     living at the time of such Awardee's death, the Company shall allow the
     executor or administrator of the estate of the Awardee to exercise the
     Award, or if no such executor or administrator has been appointed (to the
     knowledge of the Company), the Company, in its discretion, may allow the
     spouse or one or more dependents or relatives of the Awardee to exercise
     the Award to the extent permissible under Applicable Law or if no spouse,
     dependent or relative is known to the Company, then to such other person as
     the Company may designate.


                                       15

<PAGE>

16.  NO RIGHT TO AWARDS OR TO EMPLOYMENT.

     No person shall have any claim or right to be granted an Award and the
grant of any Award shall not be construed as giving an Awardee the right to
continue in the employ of the Company or its Affiliates. Further, the Company
and its Affiliates expressly reserve the right, at any time, to dismiss any
Employee, Consultant or Awardee at any time without liability or any claim under
the Plan, except as provided herein or in any Award Agreement entered into
hereunder.

17.  LEGAL COMPLIANCE.

     Shares shall not be issued pursuant to the exercise of an Option or Stock
Award unless the exercise of such Option or Stock Award and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

18.  INABILITY TO OBTAIN AUTHORITY.

     To the extent the Company is unable to or the Administrator deems it
infeasible to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, the Company shall be relieved of any
liability with respect to the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

19.  RESERVATION OF SHARES.

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

20.  NOTICE.

     Any written notice to the Company required by any provisions of this Plan
shall be addressed to the Secretary of the Company and shall be effective when
received.

21.  GOVERNING LAW; INTERPRETATION OF PLAN AND AWARDS.

          (a) This Plan and all determinations made and actions taken pursuant
     hereto shall be governed by the substantive laws, but not the choice of law
     rules, of the state of Delaware.

          (b) In the event that any provision of the Plan or any Award granted
     under the Plan is declared to be illegal, invalid or otherwise
     unenforceable by a court of competent jurisdiction, such provision shall be
     reformed, if possible, to the extent necessary to render it legal, valid
     and enforceable, or otherwise deleted, and the remainder of the terms of
     the Plan and/or Award shall not be affected except to the extent necessary
     to reform or delete such illegal, invalid or unenforceable provision.

          (c) The headings preceding the text of the sections hereof are
     inserted solely for convenience of reference, and shall not constitute a
     part of the Plan, nor shall they affect its meaning, construction or
     effect.

          (d) The terms of the Plan and any Award shall inure to the benefit of
     and be binding upon the parties hereto and their respective permitted
     heirs, beneficiaries, successors and assigns.

          (e) All questions arising under the Plan or under any Award shall be
     decided by the Administrator in its total and absolute discretion. In the
     event the Participant believes that a decision by the Administrator with
     respect to such person was arbitrary or capricious, the Participant may
     request arbitration with respect to such decision. The review by the
     arbitrator shall be limited to determining whether the Administrator's


                                       16

<PAGE>

     decision was arbitrary or capricious. This arbitration shall be the sole
     and exclusive review permitted of the Administrator's decision, and the
     Awardee shall as a condition to the receipt of an Award be deemed to
     explicitly waive any right to judicial review.

          (f) Notice of demand for arbitration shall be made in writing to the
     Administrator within thirty (30) days after the applicable decision by the
     Administrator. The arbitrator shall be selected from amongst those members
     of the Board who are neither Administrators nor Employees. If there are no
     such members of the Board, the arbitrator shall be selected by the Board.
     The arbitrator shall be an individual who is an attorney licensed to
     practice law in the State of Michigan. Such arbitrator shall be neutral
     within the meaning of the Commercial Rules of Dispute Resolution of the
     American Arbitration Association; provided, however, that the arbitration
     shall not be administered by the American Arbitration Association. Any
     challenge to the neutrality of the arbitrator shall be resolved by the
     arbitrator whose decision shall be final and conclusive. The arbitration
     shall be administered and conducted by the arbitrator pursuant to the
     Commercial Rules of Dispute Resolution of the American Arbitration
     Association. The decision of the arbitrator on the issue(s) presented for
     arbitration shall be final and conclusive and may be enforced in any court
     of competent jurisdiction.

22.  LIMITATION ON LIABILITY.

     The Company and any Affiliate which is in existence or hereafter comes into
existence shall not be liable to a Participant, an Employee, an Awardee or any
other persons as to:

          (a) The Non-Issuance of Shares. The non-issuance or sale of Shares as
     to which the Company has been unable to obtain from any regulatory body
     having jurisdiction the authority deemed by the Company's counsel to be
     necessary to the lawful issuance and sale of any shares hereunder; and

          (b) Tax Consequences. Any tax consequence realized by any Participant,
     Employee, Awardee or other person due to the receipt, exercise or
     settlement of any Option or other Award granted hereunder.

23.  UNFUNDED PLAN.

     Insofar as it provides for Awards, the Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Awardees who are granted
Stock Awards under this Plan, any such accounts will be used merely as a
bookkeeping convenience. The Company shall not be required to segregate any
assets which may at any time be represented by Awards, nor shall this Plan be
construed as providing for such segregation, nor shall the Company nor the
Administrator be deemed to be a trustee of stock or cash to be awarded under the
Plan. Any liability of the Company to any Participant with respect to an Award
shall be based solely upon any contractual obligations which may be created by
the Plan; no such obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. Neither the Company
nor the Administrator shall be required to give any security or bond for the
performance of any obligation which may be created by this Plan.


                                       17