EXHIBIT 10.1


                               CYTOGEN CORPORATION

                            2004 STOCK INCENTIVE PLAN
                            -------------------------

1.  Purpose
    -------

     The  purpose  of this 2004  Stock  Incentive  Plan (the  "Plan") of Cytogen
Corporation, a Delaware corporation (the "Company"), is to advance the interests
of the Company's  stockholders  by enhancing  the Company's  ability to attract,
retain  and  motivate  persons  who make  (or are  expected  to make)  important
contributions  to the Company by providing  such  persons with equity  ownership
opportunities and  performance-based  incentives and thereby better aligning the
interests of such persons with those of the Company's stockholders. Except where
the context  otherwise  requires,  the term  "Company"  shall include any of the
Company's  present or future  parent or  subsidiary  corporations  as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations  promulgated  thereunder (the "Code") and any other business venture
(including,  without limitation,  joint venture or limited liability company) in
which the Company has a  controlling  interest,  as  determined  by the Board of
Directors of the Company (the "Board").

2.  Eligibility
    -----------

     All of the  Company's  employees,  officers,  consultants  and advisors are
eligible to be granted  options and restricted  stock awards (each,  an "Award")
under the Plan.  Each person who has been  granted an Award under the Plan shall
be deemed a "Participant."

3.  Administration and Delegation
    -----------------------------

     (a) Administration by Board of Directors.  The Plan will be administered by
the Board.  The Board shall have  authority to grant Awards and to adopt,  amend
and repeal such administrative  rules,  guidelines and practices relating to the
Plan as it shall deem  advisable.  The Board may correct any defect,  supply any
omission or reconcile any  inconsistency  in the Plan or any Award in the manner
and to the extent it shall deem  expedient  to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole  discretion  and shall be final and binding on
all persons  having or  claiming  any  interest in the Plan or in any Award.  No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination  relating to or under the Plan made in
good faith.

     (b) Appointment of Committees.  To the extent  permitted by applicable law,
the Board may  delegate  any or all of its powers  under the Plan to one or more
committees or subcommittees of the Board (a "Committee").  All references in the
Plan to the  "Board"  shall  mean the Board or a  Committee  of the Board or the
executive  officers  referred to in Section  3(c) to the extent that the Board's
powers or  authority  under the Plan have been  delegated  to such  Committee or
executive officers.

     (c) Delegation to Executive Officers. To the extent permitted by applicable
law,  the Board may delegate to one or more  executive  officers of the Company,
the power to grant Awards to non-officer  employees of the Company or any of its

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present or future  subsidiary  corporations  and to exercise  such other  powers
under the Plan as the Board may determine, provided that the Board shall fix the
terms of the Awards to be  granted by such  executive  officers  (including  the
exercise price of such Awards, which may include a formula by which the exercise
price will be  determined)  and the maximum  number of shares  subject to Awards
that the  executive  officers  may grant;  provided  further,  however,  that no
executive officer shall be authorized to grant Awards to any "executive officer"
of the  Company (as defined in Rule 3b-7 under the  Securities  Exchange  Act of
1934,  as amended (the  "Exchange  Act")) or to any "officer" of the Company (as
defined by Rule 16a-1 under the Exchange Act).

4. Stock Available for Awards
   --------------------------

     (a)  Subject to  adjustment  under  Section 7, Awards may be made under the
Plan for up to one  million two hundred  thousand  (1,200,000)  shares of common
stock,  $0.01 par value per share, of the Company (the "Common Stock").  No more
than 200,000 shares of Common Stock (subject to adjustment  under Section 7) may
be issued pursuant to all Awards other than Options (as hereinafter defined). If
any Award expires or is terminated,  surrendered or canceled without having been
fully  exercised or is forfeited in whole or in part (including as the result of
shares of Common Stock subject to such Award being repurchased by the Company at
the original  issuance  price  pursuant to a  contractual  repurchase  right) or
results in any Common Stock not being issued, the unused Common Stock covered by
such Award  shall  again be  available  for the grant of Awards  under the Plan,
subject,  however,  in the  case of  Incentive  Stock  Options  (as  hereinafter
defined),  to any limitations  under the Code.  Shares issued under the Plan may
consist  in whole or in part of  authorized  but  unissued  shares  or  treasury
shares.

     (b)  Per-Participant  Limit.  Subject to  adjustment  under  Section 7, the
maximum  number of shares of Common  Stock with  respect to which  Awards may be
granted to any Participant under the Plan shall be 50,000 per calendar year. The
per-Participant  limit  described in this  Section  4(b) shall be construed  and
applied  consistently with Section 162(m) of the Code or any successor provision
thereto, and the regulations thereunder ("Section 162(m)").

5. Stock Options
   -------------

     (a) General. The Board may grant options to purchase Common Stock (each, an
"Option")  and  determine  the number of shares of Common Stock to be covered by
each  Option,  the  exercise  price  of  each  Option  and  the  conditions  and
limitations  applicable  to the  exercise of each Option,  including  conditions
relating  to  applicable  federal  or state  securities  laws,  as it  considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as  hereinafter  defined)  shall be  designated  a  "Nonstatutory  Stock
Option".

     (b)  Incentive  Stock  Options.  An Option that the Board  intends to be an
"incentive  stock  option" as defined in Section 422 of the Code (an  "Incentive
Stock  Option")  shall only be granted to employees  of the Company,  any of its
present or future  parent or  subsidiary  corporations  as  defined in  Sections
424(e) or (f) of the Code,  and any other  entities  the  employees of which are
eligible to receive Incentive Stock Options under the Code, and shall be subject
to and shall be construed  consistently  with the requirements of Section 422 of
the Code.  The Company  shall have no liability to a  Participant,  or any other
party,  if an Option (or any part  thereof)  that is intended to be an Incentive
Stock Option is not an Incentive Stock Option.

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     (c) Exercise Price.
         ---------------

          (1) The exercise  price shall be the Fair Market  Value (as  hereafter
     defined) of the Common  Stock,  as  determined by the Board at the time the
     Option is granted, unless a higher exercise price is specified by the Board
     at the time of grant.

          (2) All Option grants shall be made in accordance  with the provisions
     of the Company's Bylaws.

          (3) Fair Market value shall mean: (i) if the Common Stock is traded in
     a market in which actual transactions are reported, the average of the high
     and low prices at which the Common  Stock is reported to have traded on the
     relevant  date in all  markets  on which  trading  in the  Common  Stock is
     reported,  or if  there  is no  reported  sale of the  Common  Stock on the
     relevant  date,  the mean of the  highest  reported  bid price  and  lowest
     reported asked price for the Common Stock on the relevant date, (ii) if the
     Common  Stock is  publicly  traded but only in markets in which there is no
     reporting  of actual  transactions,  the mean of the highest  reported  bid
     price and the  lowest  reported  asked  price for the  Common  Stock on the
     relevant  date,  or (iii) if the Common Stock is not publicly  traded,  the
     value of a share of Common Stock as determined by the Board.

     (d) Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and  conditions as the Board may specify in the applicable
option agreement;  provided,  however, that no Option will be granted for a term
in excess of 10 years.

     (e) Exercise of Option. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other form
of notice  (including  electronic  notice)  approved by the Board  together with
payment in full as  specified in Section 5(f) for the number of shares for which
the Option is exercised.

     (f) Payment Upon Exercise.  Common Stock  purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

          (2) except as the Board may, in its sole discretion, otherwise provide
     in an option agreement, by (i) delivery of an irrevocable and unconditional
     undertaking  by a  creditworthy  broker to deliver  promptly to the Company
     sufficient funds to pay the exercise price and any required tax withholding
     or (ii) delivery by the Participant to the Company of a copy of irrevocable
     and unconditional instructions to a creditworthy broker to deliver promptly
     to the Company cash or a check sufficient to pay the exercise price and any
     required tax withholding;

          (3) when the Common Stock is registered under the Securities  Exchange
     Act of 1934 (the  "Exchange  Act"),  by delivery of shares of Common  Stock
     owned by the  Participant  valued at their Fair Market Value,  provided (i)
     such method of payment is then permitted under applicable law and (ii) such
     Common  Stock,  if  acquired  directly  from the  Company  was owned by the
     Participant at least six months prior to such delivery;

                                      -3-
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          (4) to the extent permitted by applicable law and by the Board, in its
     sole  discretion by (i) delivery of a promissory note of the Participant to
     the Company on terms determined by the Board, or (ii) payment of such other
     lawful consideration as the Board may determine; or

          (5) by any combination of the above permitted forms of payment.

     (g) Substitute  Options. In connection with a merger or consolidation of an
entity with the Company or the  acquisition  by the Company of property or stock
of an entity,  the Board may grant  Options in  substitution  for any options or
other  stock or  stock-based  Options  granted  by such  entity or an  affiliate
thereof.  Substitute  Options  may be granted  on such terms as the Board  deems
appropriate in the  circumstances,  notwithstanding  any  limitations on Options
contained in the other sections of this Section 5 or in Section 2.

     (h) Delivery of Stock  Certificates.  As promptly as  practicable  after an
Option is  exercised,  the Company will deliver to the person who  exercises the
Option certificates,  registered in that person's name,  representing the number
of shares of Common  Stock which were  purchased  by the exercise of the Option.
Each  certificate  may bear a legend to indicate,  if  applicable,  that (i) the
Common Stock  represented by the certificate  was issued in a transaction  which
was not registered under the Securities Act of 1933, as amended, and may only be
sold or  transferred in a transaction  which is registered  under that Act or is
exempt from the registration requirements of that Act, and (ii) the Common Stock
represented by the certificate is subject to the obligation of the holder to pay
any unpaid balance of the Exercise Price (whether  pursuant to a promissory note
or  otherwise),  and/or  that the  Common  Stock is  pledged  to secure  such an
obligation.

6. Restricted Stock
   ----------------

     (a) Grants.  The Board may grant  Awards  entitling  recipients  to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require  forfeiture  of such shares if issued at no cost) from the  recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied  prior to the end of the  applicable  restriction  period  or  periods
established by the Board for such Award (each, a "Restricted Stock Award").

     (b)  Terms  and  Conditions.  The  Board  shall  determine  the  terms  and
conditions of a Restricted Stock Award,  including the conditions for repurchase
(or forfeiture) and the issue price, if any.

     (c) Stock  Certificates.  Any stock  certificates  issued in  respect  of a
Restricted  Stock Award shall be registered in the name of the Participant  and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the  certificates  no longer subject to such  restrictions  to the
Participant or if the Participant has died, to the beneficiary designated,  in a
manner  determined  by the Board,  by a  Participant  to receive  amounts due or
exercise rights of the Participant in the event of the Participant's  death (the

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"Designated  Beneficiary").  In the  absence of an  effective  designation  by a
Participant, "Designated Beneficiary" shall mean the Participant's estate.

     (d) Deferred Delivery of Shares.  The Board may, at the time any Restricted
Stock Award is granted,  provide that, at the time Common Stock would  otherwise
be delivered  pursuant to the Award,  the  Participant  shall instead receive an
instrument  evidencing the right to future delivery of Common Stock at such time
or times, and on such conditions,  as the Board shall specify.  The Board may at
any time  accelerate the time at which delivery of all or any part of the Common
Stock shall take place.

7. Adjustments for Changes in Common Stock and Certain Other Events
   ----------------------------------------------------------------

     (a) Changes in  Capitalization.  In the event of any stock  split,  reverse
stock  split,   stock   dividend,   recapitalization,   combination  of  shares,
reclassification  of shares,  spin-off or other similar change in capitalization
or event, or any  distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the  per-Participant  limit set forth in Section 4(b), (iii) the number and
class of securities  and exercise  price per share  subject to each  outstanding
Option,  and (iv) the  repurchase  price per share  subject to each  outstanding
Restricted  Stock  Award  shall be  appropriately  adjusted  by the  Company (or
substituted Awards may be made, if applicable). If this Section 7(a) applies and
Section 7(c) also applies to any event, Section 7(c) shall be applicable to such
event, and this Section 7(a) shall not be applicable.

     (b) Liquidation or Dissolution.  In the event of a proposed  liquidation or
dissolution  of  the  Company,  the  Board  shall  upon  written  notice  to the
Participants   provide  that  all  then  unexercised  Options  will  (i)  become
exercisable  in full as of a specified  time at least 10 business  days prior to
the  effective  date of such  liquidation  or  dissolution  and  (ii)  terminate
effective upon such  liquidation or dissolution,  except to the extent exercised
before such effective date.

     (c) Reorganization Events.
         ----------------------

          (1) Definition.  A "Reorganization Event" shall mean (a) any merger or
     consolidation  of the Company  with or into  another  entity as a result of
     which all of the Common Stock of the Company is converted into or exchanged
     for the right to receive  cash,  securities  or other  property  or (b) any
     exchange of all of the Common Stock of the Company for cash,  securities or
     other property pursuant to a share exchange transaction.

          (2)  Consequences  of a  Reorganization  Event  on  Options.  Upon the
     occurrence of a  Reorganization  Event,  or the execution by the Company of
     any  agreement  with  respect to a  Reorganization  Event,  the Board shall
     provide  that all  outstanding  Options  shall be  assumed,  or  equivalent
     options shall be  substituted,  by the acquiring or succeeding  corporation
     (or an  affiliate  thereof).  For  purposes  hereof,  an  Option  shall  be
     considered to be assumed if, following  consummation of the  Reorganization
     Event,  the Option confers the right to purchase,  for each share of Common
     Stock subject to the Option  immediately  prior to the  consummation of the
     Reorganization Event, the consideration  (whether cash, securities or other
     property)  received as a result of the  Reorganization  Event by holders of
     Common Stock for each share of Common Stock held  immediately  prior to the
     consummation of the Reorganization Event (and if holders were offered a

                                      -5-
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     choice of consideration, the type of consideration chosen by the holders of
     a majority of the outstanding shares of Common Stock);  provided,  however,
     that if the consideration  received as a result of the Reorganization Event
     is not solely common stock of the acquiring or succeeding  corporation  (or
     an affiliate  thereof),  the Company may, with the consent of the acquiring
     or succeeding  corporation,  provide for the  consideration  to be received
     upon the  exercise  of  Options to  consist  solely of common  stock of the
     acquiring or succeeding corporation (or an affiliate thereof) equivalent in
     fair  market  value to the per share  consideration  received by holders of
     outstanding shares of Common Stock as a result of the Reorganization Event.

          Notwithstanding   the  foregoing,   if  the  acquiring  or  succeeding
     corporation  (or an  affiliate  thereof)  does  not  agree  to  assume,  or
     substitute for, such Options,  then the Board shall, upon written notice to
     the  Participants,  provide that all then  unexercised  Options will become
     exercisable  in full as of a  specified  time  prior to the  Reorganization
     Event and will  terminate  immediately  prior to the  consummation  of such
     Reorganization  Event,  except to the extent  exercised by the Participants
     before the consummation of such Reorganization Event; provided, however, in
     the event of a  Reorganization  Event  under the terms of which  holders of
     Common Stock will receive upon consummation thereof a cash payment for each
     share of Common Stock  surrendered  pursuant to such  Reorganization  Event
     (the  "Acquisition  Price"),  then the Board may instead  provide  that all
     outstanding   Options   shall   terminate   upon   consummation   of   such
     Reorganization  Event and that each Participant shall receive,  in exchange
     therefor,  a cash  payment  equal to the  amount  (if any) by which (A) the
     Acquisition  Price  multiplied  by the  number of  shares  of Common  Stock
     subject to such  outstanding  Options  (whether  or not then  exercisable),
     exceeds (B) the aggregate exercise price of such Options.

          (3) Consequences of a Reorganization Event on Restricted Stock Awards.
     Upon the  occurrence of a  Reorganization  Event,  the repurchase and other
     rights of the Company under each  outstanding  Restricted Stock Award shall
     inure to the  benefit of the  Company's  successor  and shall  apply to the
     cash,  securities  or other  property  which the Common Stock was converted
     into or  exchanged  for pursuant to such  Reorganization  Event in the same
     manner and to the same extent as they applied to the Common  Stock  subject
     to such Restricted Stock Award.

8. General Provisions Applicable to Awards
   ---------------------------------------

     (a) Transferability of Awards.  Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or  otherwise  encumbered  by the  person  to  whom  they  are  granted,  either
voluntarily  or by operation  of law,  except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant.  References to a Participant,  to the extent relevant in the
context, shall include references to authorized transferees.

     (b)  Documentation.  Each Award shall be evidenced  in such form  (written,
electronic or otherwise)  as the Board shall  determine.  Each Award may contain
terms and conditions in addition to those set forth in the Plan.

     (c) Board Discretion.  Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award  need not be  identical,  and the Board  need not treat  Participants
uniformly.

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<PAGE>

     (d)  Termination  of  Service  of Holder of Award  Other  Than  Because  of
Disability or Death. If there is a termination of service of a person to whom an
Award  has  been  granted,  other  than  by  reason  of the  person's  death  or
disability,  each  Award  held by the  person  may be  exercised  (if  otherwise
exercisable)  until  the  earlier  of (i)  the  end of  the  three-month  period
immediately  following  the  date  of  the  termination  of  service,  (ii)  the
expiration of the term specified in the Award, or (iii) such earlier time as may
be determined at the time of granting the Award.

     (e) Total  Disability  of Holder of  Award.  If there is a  termination  of
service  of a person to whom an Award has been  granted  by reason of his or her
disability,  each  Award  held by the  person  may be  exercised  (if  otherwise
exercisable) until the earlier of (i) the end of the one-year period immediately
following the date of the  termination  of service,  (ii) the  expiration of the
term specified in the Award,  or (iii) such earlier time as may be determined at
the time of granting the Award.

     (f) Death of Holder of Award.  If there is a  termination  of  service of a
person to whom an Award has been  granted  by reason of his or her  death,  or a
Participant  dies following the date of his or her termination of service but at
a time when an Award still would be exercisable by that person but for the death
of the person, each Award held by the person at the time of his or her death may
be exercised by the person or persons to whom the Award passed by will or by the
laws of descent and distribution  (but by no other persons) until the earlier of
(i) the end of the one-year period  immediately  following the date of death (or
such other period as may be  determined  at the time of granting the Award),  or
(ii) the  expiration  of the term  specified  in the  Award.  In the  event of a
Participant's  death, all of such person's  outstanding Options will transfer to
the maximum  extent  permitted by law to such person's  designated  beneficiary.
Each  Participant may name, from time to time, any beneficiary or  beneficiaries
(which may be named  contingently or successively) as his or her beneficiary for
purposes of this Plan.  Each  designation  shall be on a form  prescribed by the
Company,  will be effective only when  delivered to the Company,  when effective
will revoke all prior  designations  by the Participant and will be allowed only
to the extent  permitted by applicable  law. If a Participant  dies with no such
beneficiary designation in effect, such person's Options will be transferable by
will or  pursuant  to the laws of descent and  distribution  applicable  to such
person.

     (g)  Withholding.  Each  Participant  shall  pay to the  Company,  or  make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event  creating  the tax  liability.  Except  as the Board may  otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock,  including  shares  retained from the Award creating the
tax obligation,  valued at their Fair Market Value; provided,  however, that the
total tax withholding  where stock is being used to satisfy such tax obligations
cannot exceed the Company's minimum statutory withholding  obligations (based on
minimum  statutory  withholding  rates  for  federal  and  state  tax  purposes,
including  payroll  taxes,  that are  applicable  to such  supplemental  taxable
income).  The Company may, to the extent  permitted by law,  deduct any such tax
obligations from any payment of any kind otherwise due to a Participant.

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<PAGE>

     (h) Amendment of Award.  Subject to the provisions of the Company's Bylaws,
the Board may amend,  modify or terminate any outstanding  Award,  including but
not limited to,  substituting  therefor another Award of the same or a different
type, or converting an Incentive  Stock Option to a  Nonstatutory  Stock Option,
provided that the Participant's  consent to such action shall be required unless
the Board  determines  that the action,  taking into account any related action,
would not materially and adversely affect the Participant.

     (i)  Conditions on Delivery of Stock.  The Company will not be obligated to
deliver  any  shares  of  Common  Stock  pursuant  to  the  Plan  or  to  remove
restrictions  from  shares  previously  delivered  under the Plan  until (i) all
conditions  of the Award  have been met or removed  to the  satisfaction  of the
Company,  (ii) in the opinion of the Company's counsel,  all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable  securities  laws and any applicable  stock exchange or
stock market rules and  regulations,  and (iii) the Participant has executed and
delivered to the Company such  representations  or agreements as the Company may
consider  appropriate to satisfy the  requirements of any applicable laws, rules
or regulations.

     (j)  Acceleration.  The Board may at any time  provide that any Award shall
become  immediately  exercisable  in  full  or in  part,  free  of  some  or all
restrictions or conditions,  or otherwise  realizable in full or in part, as the
case may be.

     (k) Deferred  Delivery of Shares Issuable  Pursuant to an Award.  The Board
may, at the time any Award is granted,  provide  that,  at the time Common Stock
would  otherwise  be  delivered  pursuant to the Award,  the  Participant  shall
instead receive an instrument  evidencing the right to future delivery of Common
Stock at such time or times, and on such conditions, as the Board shall specify.
The Board may at any time  accelerate  the time at which  delivery of all or any
part of the Common Stock shall take place.

9. Miscellaneous
   -------------

     (a) No Right To Employment or Other Status.  No person shall have any claim
or right to be  granted  an  Award,  and the  grant  of an  Award  shall  not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company.  The Company expressly  reserves the right at any
time to dismiss or otherwise  terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly  provided in the
applicable Award.

     (b) No Rights As  Stockholder.  Subject to the provisions of the applicable
Award,  no  Participant  or  designated  beneficiary  shall have any rights as a
stockholder  with respect to any shares of Common Stock to be  distributed  with
respect  to  an  Award  until   becoming  the  record  holder  of  such  shares.
Notwithstanding  the foregoing,  in the event the Company effects a split of the
Common  Stock by means of a stock  dividend  and the  exercise  price of and the
number of shares  subject  to such  Option  are  adjusted  as of the date of the
distribution  of the  dividend  (rather  than as of the  record  date  for  such
dividend),  then an optionee who exercises an Option between the record date and
the distribution  date for such stock dividend shall be entitled to receive,  on
the  distribution  date, the stock dividend with respect to the shares of Common

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<PAGE>

Stock  acquired upon such Option  exercise,  notwithstanding  the fact that such
shares were not  outstanding  as of the close of business on the record date for
such stock dividend.

     (c) Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board,  but no Award granted to a Participant
that is intended to comply with Section 162(m) shall become exercisable,  vested
or realizable,  as applicable to such Award,  unless and until the Plan has been
approved by the Company's  stockholders  to the extent  stockholder  approval is
required  by  Section  162(m)  in  the  manner  required  under  Section  162(m)
(including the vote required under Section  162(m)).  No Awards shall be granted
under the Plan after the  completion  of ten years  from the  earlier of (i) the
date on which  the Plan was  adopted  by the Board or (ii) the date the Plan was
approved by the Company's stockholders, but Awards previously granted may extend
beyond that date.

     (d) Amendment of Plan.  Subject to the provisions of the Company's  Bylaws,
the Board may amend, suspend or terminate the Plan or any portion thereof at any
time,  provided that to the extent required by Section 162(m),  no Award granted
to a Participant  that is intended to comply with Section  162(m) after the date
of such amendment shall become exercisable,  realizable or vested, as applicable
to such Award,  unless and until such amendment  shall have been approved by the
Company's  stockholders  if  required  by  Section  162(m)  (including  the vote
required under Section 162(m)).

     (e) Reservation of Shares.  The Company will at all times keep reserved for
issuance on exercise of Awards a number of authorized but unissued or reacquired
shares of Common Stock equal to the maximum  number of shares the Company may be
required to issue on exercise of  outstanding  Awards  (assuming  no  subsequent
adjustments under Section 7).

     (f) Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.



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