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                                                                    EXHIBIT 10.1

                           BARRIER THERAPEUTICS, INC.



                          2002 EQUITY COMPENSATION PLAN

      The purpose of the BARRIER THERAPEUTICS, INC. 2002 Equity Compensation
Plan (the "Plan") is to provide (i) designated employees of BARRIER
THERAPEUTICS, INC. (the "Company") and its parents and subsidiaries, (ii)
certain consultants and advisors who perform services for the Company or its
parents or subsidiaries and (iii) non-employee members of the Board of Directors
of the Company (the "Board") with the opportunity to receive grants of incentive
stock options, nonqualified stock options and stock awards. The Company believes
that the Plan will encourage the participants to contribute materially to the
growth of the Company, thereby benefitting the Company's shareholders, and will
align the economic interests of the participants with those of the shareholders.

      1. Administration

      (a) Committee. The Plan shall be administered and interpreted by the Board
or by a committee consisting of members of the Board, which shall be appointed
by the Board. After an initial public offering of the Company's stock as
described in Section 18(b) (a "Public Offering"), the Plan shall be administered
by a committee of Board members, which may consist of "outside directors" as
defined under section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), and related Treasury regulations, and "non-employee directors" as
defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). However, the Board may ratify or approve any grants as it
deems appropriate, and the Board shall approve and administer all grants made to
non-employee directors. The committee may delegate authority to one or more
subcommittees as it deems appropriate. To the extent that a committee or
subcommittee administers the Plan, references in the Plan to the "Board" shall
be deemed to refer to the committee or subcommittee.

      (b) Board Authority. The Board shall have the sole authority to (i)
determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued grant, and (v) deal with any other matters
arising under the Plan.

      (c) Board Determinations. The Board shall have full power and authority to
administer and interpret the Plan, to make factual determinations and to adopt
or amend such rules, regulations, agreements and instruments for implementing
the Plan and for the conduct of its business as it deems necessary or advisable,
in its sole discretion. The Board's interpretations of the Plan and all
determinations made by the Board pursuant to
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the powers vested in it hereunder shall be conclusive and binding on all persons
having any interest in the Plan or in any awards granted hereunder. All powers
of the Board shall be executed in its sole discretion, in the best interest of
the Company, not as a fiduciary, and in keeping with the objectives of the Plan
and need not be uniform as to similarly situated individuals.

      2. Grants

      (a) Awards under the Plan may consist of grants of incentive stock options
as described in Section 5 ("Incentive Stock Options"), nonqualified stock
options as described in Section 5 ("Nonqualified Stock Options") (Incentive
Stock Options and Nonqualified Stock Options are collectively referred to as
"Options") and stock awards as described in Section 6 ("Stock Awards")
(hereinafter collectively referred to as "Grants"). All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and
conditions consistent with this Plan as the Board deems appropriate and as are
specified in writing by the Board to the individual in a grant instrument or an
amendment to the grant instrument (the "Grant Instrument"). All Grants shall be
made conditional upon the Grantee's acknowledgement, in writing or by acceptance
of the Grant, that all decisions and determination of the Board shall be final
and binding on the Grantee, his or her beneficiaries and any other person having
or claiming an interest under such Grant. The Board shall approve the form and
provisions of each Grant Instrument. Grants under a particular Section of the
Plan need not be uniform as among the grantees.

      3. Shares Subject to the Plan

      (a) Shares Authorized. Subject to adjustment as described below, the
aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 2,075,000 shares. After a Public
Offering, the maximum aggregate number of shares of Company Stock that shall be
subject to Grants made under the Plan to any individual during any calendar year
shall be 750,000 shares, subject to adjustment as described below. The shares
may be authorized but unissued shares of Company Stock or reacquired shares of
Company Stock, including shares purchased by the Company on the open market for
purposes of the Plan. If and to the extent Options granted under the Plan
terminate, expire, or are canceled, forfeited, exchanged or surrendered without
having been exercised or if any Stock Awards (including restricted Stock Awards
received upon the exercise of Options) are forfeited, the shares subject to such
Grants shall again be available for purposes of the Plan.

      (b) Adjustments. If there is any change in the number or kind of shares of
Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation, (iii) by reason of a
reclassification or change in par value, or (iv) by reason of any other
extraordinary or unusual event affecting the outstanding Company Stock as a
class without the Company's receipt of consideration, or if the value of
outstanding shares of Company Stock is substantially reduced as a result of a
spinoff or the Company's payment of an extraordinary dividend or distribution,
the


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maximum number of shares of Company Stock available for Grants, the maximum
number of shares of Company Stock that any individual participating in the Plan
may be granted in any year, the number of shares covered by outstanding Grants,
the kind of shares issued under the Plan, and the price per share of such Grants
may be appropriately adjusted by the Board to reflect any increase or decrease
in the number of, or change in the kind or value of, issued shares of Company
Stock to preclude, to the extent practicable, the enlargement or dilution of
rights and benefits under such Grants; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated. Any adjustments
determined by the Board shall be final, binding and conclusive.

      4. Eligibility for Participation

      (a) Eligible Persons. All employees of the Company and its parents or
subsidiaries ("Employees"), including Employees who are officers or members of
the Board, and members of the Board who are not Employees ("Non-Employee
Directors") shall be eligible to participate in the Plan. Consultants and
advisors who perform services for the Company or any of its parents or
subsidiaries ("Key Advisors") shall be eligible to participate in the Plan if
the Key Advisors render bona fide services to the Company or its parents or
subsidiaries, the services are not in connection with the offer and sale of
securities in a capital-raising transaction, and the Key Advisors do not
directly or indirectly promote or maintain a market for the Company's
securities.

      (b) Selection of Grantees. The Board shall select the Employees,
Non-Employee Directors and Key Advisors to receive Grants and shall determine
the number of shares of Company Stock subject to a particular Grant in such
manner as the Board determines. Employees, Key Advisors and Non-Employee
Directors who receive Grants under this Plan shall hereinafter be referred to as
"Grantees".

      5. Granting of Options

      (a) Number of Shares. The Board shall determine the number of shares of
Company Stock that will be subject to each Grant of Options to Employees,
Non-Employee Directors and Key Advisors.


      (b) Type of Option and Price.

            (i) The Board may grant Incentive Stock Options that are intended to
qualify as "incentive stock options" within the meaning of section 422 of the
Code or Nonqualified Stock Options that are not intended so to qualify or any
combination of Incentive Stock Options and Nonqualified Stock Options, all in
accordance with the terms and conditions set forth herein. Incentive Stock
Options may be granted only to employees of the Company or its parents or
subsidiaries, as defined in Section 424 of the Code. Nonqualified Stock Options
may be granted to Employees, Non-Employee Directors and Key Advisors.



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            (ii) The purchase price (the "Exercise Price") of Company Stock
subject to an Option shall be determined by the Board and may be equal to,
greater than, or less than the Fair Market Value (as defined below) of a share
of Company Stock on the date the Option is granted; provided, however, that (x)
the Exercise Price of an Incentive Stock Option shall be equal to, or greater
than, the Fair Market Value of a share of Company Stock on the date the
Incentive Stock Option is granted and (y) an Incentive Stock Option may not be
granted to an Employee who, at the time of grant, owns stock possessing more
than ten percent of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary of the Company, unless the Exercise
Price per share is not less than 110% of the Fair Market Value of Company Stock
on the date of grant.

            (iii) If the Company Stock is publicly traded, then the Fair Market
Value per share shall be determined as follows: (x) if the principal trading
market for the Company Stock is a national securities exchange or the Nasdaq
National Market, the last reported sale price thereof on the relevant date or
(if there were no trades on that date) the latest preceding date upon which a
sale was reported, or (y) if the Company Stock is not principally traded on such
exchange or market, the mean between the last reported "bid" and "asked" prices
of Company Stock on the relevant date, as reported on Nasdaq or, if not so
reported, as reported by the National Daily Quotation Bureau, Inc. or as
reported in a customary financial reporting service, as applicable and as the
Board determines. If the Company Stock is not publicly traded or, if publicly
traded, is not subject to reported transactions or "bid" or "asked" quotations
as set forth above, the Fair Market Value per share shall be as determined by
the Board.

      (c) Option Term. The Board shall determine the term of each Option. The
term of any Option shall not exceed ten years from the date of grant. However,
an Incentive Stock Option that is granted to an Employee who, at the time of
grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company, or any parent or subsidiary of the
Company, may not have a term that exceeds five years from the date of grant.

      (d) Exercisability of Options.

            (i) Options shall become exercisable in accordance with such terms
and conditions, consistent with the Plan, as may be determined by the Board and
specified in the Grant Instrument. The Board may accelerate the exercisability
of any or all outstanding Options at any time for any reason.

            (ii) The Board may provide in a Grant Instrument that the Grantee
may elect to exercise part or all of an Option before it otherwise has become
exercisable. Any shares so purchased shall be restricted shares and shall be
subject to a repurchase right in favor of the Company during a specified
restriction period, with the repurchase price equal to the lesser of (i) the
Exercise Price or (ii) the Fair Market Value of such shares at the time of
repurchase, or such other restrictions as the Board deems appropriate.


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      (e) Grants to Non-Exempt Employees. Notwithstanding the foregoing, Options
granted to persons who are non-exempt employees under the Fair Labor Standards
Act of 1938, as amended, shall have an Exercise Price not less than 85% of the
Fair Market Value of the Company Stock on the date of grant, and may not be
exercisable for at least six months after the date of grant (except that such
Options may become exercisable, as determined by the Board, upon the Grantee's
death, Disability or retirement, or upon a Change of Control or other
circumstances permitted by applicable regulations).

      (f) Termination of Employment, Disability or Death.


            (i) Except as provided below, an Option may only be exercised while
the Grantee is employed by, or providing service to, the Employer (as defined
below) as an Employee, Key Advisor or member of the Board. In the event that a
Grantee ceases to be employed by, or provide service to, the Employer for any
reason other than Disability, death, or termination for Cause, any Option which
is otherwise exercisable by the Grantee shall terminate unless exercised within
90 days after the date on which the Grantee ceases to be employed by, or provide
service to, the Employer (or within such other period of time as may be
specified by the Board), but in any event no later than the date of expiration
of the Option term. Except as otherwise provided by the Board, any of the
Grantee's Options that are not otherwise exercisable as of the date on which the
Grantee ceases to be employed by, or provide service to, the Employer shall
terminate as of such date.

            (ii) In the event the Grantee ceases to be employed by, or provide
service to, the Employer on account of a termination for Cause by the Employer,
any Option held by the Grantee shall terminate as of the date the Grantee ceases
to be employed by, or provide service to, the Employer. In addition,
notwithstanding any other provisions of this Section 5, if the Board determines
that the Grantee has engaged in conduct that constitutes Cause at any time while
the Grantee is employed by, or providing service to, the Employer or after the
Grantee's termination of employment or service, any Option held by the Grantee
shall immediately terminate, and the Grantee shall automatically forfeit all
shares underlying any exercised portion of an Option for which the Company has
not yet delivered the share certificates, upon refund by the Company of the
Exercise Price paid by the Grantee for such shares. Upon any exercise of an
Option, the Company may withhold delivery of share certificates pending
resolution of an inquiry that could lead to a finding resulting in a forfeiture.

            (iii) In the event the Grantee ceases to be employed by, or provide
service to, the Employer because the Grantee is Disabled, any Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within one
year after the date on which the Grantee ceases to be employed by, or provide
service to, the Employer (or within such other period of time as may be
specified by the Board), but in any event no later than the date of expiration
of the Option term. Except as otherwise provided by the Board, any of the
Grantee's Options which are not otherwise exercisable as of the date on which
the Grantee ceases to be employed by, or provide service to, the Employer shall
terminate as of such date.


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            (iv) If the Grantee dies while employed by, or providing service to,
the Employer or within 90 days after the date on which the Grantee ceases to be
employed or provide service on account of a termination specified in Section
5(f)(i) above (or within such other period of time as may be specified by the
Board), any Option that is otherwise exercisable by the Grantee shall terminate
unless exercised within one year after the date on which the Grantee ceases to
be employed by, or provide service to, the Employer (or within such other period
of time as may be specified by the Board), but in any event no later than the
date of expiration of the Option term. Except as otherwise provided by the
Board, any of the Grantee's Options that are not otherwise exercisable as of the
date on which the Grantee ceases to be employed by, or provide service to, the
Employer shall terminate as of such date.

            (v) For purposes of this Section 5(f) and Section 6:

            (A) The term "Employer" shall mean the Company and its parent and
      subsidiary corporations or other entities, as determined by the Board.

            (B) "Employed by, or provide service to, the Employer" shall mean
      employment or service as an Employee, Key Advisor or member of the Board
      (so that, for purposes of exercising Options and satisfying conditions
      with respect to Stock Awards, a Grantee shall not be considered to have
      terminated employment or service until the Grantee ceases to be an
      Employee, Key Advisor and member of the Board), unless the Board
      determines otherwise.

            (C) "Disability" shall mean a Grantee's becoming disabled within the
      meaning of section 22(e)(3) of the Code, within the meaning of the
      Employer's long-term disability plan applicable to the Grantee, or as
      otherwise determined by the Board.

            (D) "Cause" shall mean, except to the extent specified otherwise by
      the Board or unless otherwise explicitly set forth in a Grantee's
      employment or consulting agreement, a finding by the Board that the
      Grantee (i) has breached his or her employment or service contract with
      the Employer, (ii) has engaged in disloyalty to the Company, including,
      without limitation, fraud, embezzlement, theft, commission of a felony or
      proven dishonesty, (iii) has disclosed trade secrets or confidential
      information of the Employer to persons not entitled to receive such
      information, (iv) has breached any written noncompetition or
      nonsolicitation agreement between the Grantee and the Employer or (v) has
      engaged in such other behavior detrimental to the interests of the
      Employer as the Board determines.

      (g) Exercise of Options. A Grantee may exercise an Option that has become
exercisable, in whole or in part, by delivering a notice of exercise to the
Company with payment of the Exercise Price. The Grantee shall pay the Exercise
Price for an Option as specified by the Board (w) in cash, (x) with the approval
of the Board, by delivering shares of Company Stock owned by the Grantee
(including Company Stock acquired in connection with the exercise of an Option,
subject to such restrictions as the Board deems


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appropriate) and having a Fair Market Value on the date of exercise equal to the
Exercise Price or by attestation (on a form prescribed by the Board) to
ownership of shares of Company Stock having a Fair Market Value on the date of
exercise equal to the Exercise Price, (y) after a Public Offering, payment
through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board, or (z) by such other method as the Board may approve. The
Board may authorize loans by the Company to Grantees in connection with the
exercise of an Option, upon such terms and conditions as the Board, in its sole
discretion, deems appropriate. Shares of Company Stock used to exercise an
Option shall have been held by the Grantee for the requisite period of time to
avoid adverse accounting consequences to the Company with respect to the Option.
The Grantee shall pay the Exercise Price and the amount of any withholding tax
due (pursuant to Section 7) at the time of exercise.

      (h) Limits on Incentive Stock Options. Each Incentive Stock Option shall
provide that, if the aggregate Fair Market Value of the stock on the date of the
grant with respect to which Incentive Stock Options are exercisable for the
first time by a Grantee during any calendar year, under the Plan or any other
stock option plan of the Company or a parent or subsidiary, exceeds $100,000,
then the Option, as to the excess, shall be treated as a Nonqualified Stock
Option. An Incentive Stock Option shall not be granted to any person who is not
an Employee of the Company or a parent or subsidiary (within the meaning of
section 424(f) of the Code) of the Company.

      6. Stock Awards

      The Board may issue or transfer shares of Company Stock to an Employee,
Non-Employee Director or Key Advisor under a Stock Award, upon such terms as the
Board deems appropriate. The following provisions are applicable to Stock
Awards:

      (a) General Requirements. Shares of Company Stock issued or transferred
pursuant to Stock Awards may be issued or transferred for consideration or for
no consideration, and subject to restrictions or no restrictions, as determined
by the Board. The Board may establish conditions under which restrictions on
Stock Awards shall lapse over a period of time or according to such other
criteria as the Board deems appropriate. The period of time during which the
Stock Award will remain subject to restrictions will be designated in the Grant
Instrument as the "Restriction Period."

      (b) Number of Shares. The Board shall determine the number of shares of
Company Stock to be issued or transferred pursuant to a Stock Award and the
restrictions applicable to such shares.


      (c) Requirement of Employment or Service. If the Grantee ceases to be
employed by, or provide service to, the Employer (as defined in Section 5(f))
during a period designated in the Grant Instrument as the Restriction Period, or
if other specified conditions are not met, the Stock Award shall terminate as to
all shares covered by the award as to which the restrictions have not lapsed,
and those shares of Company Stock must be immediately returned to the Company.
The Board may, however, provide for complete or partial exceptions to this
requirement as it deems appropriate.


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      (d) Restrictions on Transfer and Legend on Stock Certificate. During the
Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of the Stock Award except to a successor under
Section 8(a). Each certificate for Stock Awards shall contain a legend giving
appropriate notice of the restrictions in the Grant. The Grantee shall be
entitled to have the legend removed from the stock certificate covering the
shares subject to restrictions when all restrictions on such shares have lapsed.
The Board may determine that the Company will not issue certificates for Stock
Awards until all restrictions on such shares have lapsed, or that the Company
will retain possession of certificates for Stock Awards until all restrictions
on such shares have lapsed.

      (e) Right to Vote and to Receive Dividends. During the Restriction Period,
the Grantee shall have the right to vote shares subject to Stock Awards and to
receive any dividends or other distributions paid on such shares, subject to any
restrictions deemed appropriate by the Board.

      (f) Lapse of Restrictions. All restrictions imposed on Stock Awards shall
lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Board. The Board may determine, as
to any or all Stock Awards, that the restrictions shall lapse without regard to
any Restriction Period.

      7. Withholding of Taxes

      (a) Required Withholding. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Employer may require that the Grantee or other person
receiving or exercising Grants pay to the Employer the amount of any federal,
state or local taxes that the Employer is required to withhold with respect to
such Grants, or the Employer may deduct from other wages paid by the Employer
the amount of any withholding taxes due with respect to such Grants.

      (b) Election to Withhold Shares. If the Board so permits, a Grantee may
elect to satisfy the Employer's income tax withholding obligation with respect
to a Grant by having shares withheld up to an amount that does not exceed the
Grantee's minimum applicable withholding tax rate for federal (including FICA),
state and local tax liabilities. The election must be in a form and manner
prescribed by the Board and may be subject to the prior approval of the Board.

      8. Transferability of Grants

      (a) Nontransferability of Grants. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except (i) by will or by the laws of
descent and distribution or (ii) with respect to Grants other than Incentive
Stock Options, if permitted in any specific case by the Board, pursuant to a
domestic relations order or otherwise as permitted by the Board. When a Grantee
dies, the personal representative or other person entitled to succeed to the
rights of the Grantee may exercise such rights. Any such successor must



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furnish proof satisfactory to the Company of his or her right to receive the
Grant under the Grantee's will or under the applicable laws of descent and
distribution.

      (b) Transfer of Nonqualified Stock Options. Notwithstanding the foregoing,
the Board may provide, in a Grant Instrument, that a Grantee may transfer
Nonqualified Stock Options to family members, or one or more trusts or other
entities for the benefit of or owned by family members, consistent with
applicable securities laws, according to such terms as the Board may determine;
provided that the Grantee receives no consideration for the transfer of an
Option and the transferred Option shall continue to be subject to the same terms
and conditions as were applicable to the Option immediately before the transfer.

      9. Right of First Refusal; Repurchase Right

      (a) Offer. Prior to a Public Offering, if at any time an individual
desires to sell, encumber, or otherwise dispose of shares of Company Stock that
were distributed to him or her under this Plan and that are transferable, the
individual may do so only pursuant to a bona fide written offer, and the
individual shall first offer the shares to the Company by giving the Company
written notice disclosing: (a) the name of the proposed transferee of the
Company Stock; (b) the certificate number and number of shares of Company Stock
proposed to be transferred or encumbered; (c) the proposed price; (d) all other
terms of the proposed transfer; and (e) a written copy of the proposed offer.
Within 60 days after receipt of such notice, the Company shall have the option
to purchase all or part of such Company Stock at the price and on the terms
described in the written notice; provided that the Company may pay such price in
installments over a period not to exceed four years, at the discretion of the
Board.

      (b) Sale. In the event the Company (or a shareholder, as described below)
does not exercise the option to purchase Company Stock, as provided above, the
individual shall have the right to sell, encumber, or otherwise dispose of the
shares of Company Stock described in subsection (a) at the price and on the
terms of the transfer set forth in the written notice to the Company, provided
such transfer is effected within 15 days after the expiration of the option
period. If the transfer is not effected within such period, the Company must
again be given an option to purchase, as provided above.

      (c) Assignment of Rights. The Board, in its sole discretion, may waive the
Company's right of first refusal and repurchase right under this Section 9. If
the Company's right of first refusal or repurchase right is so waived, the Board
may, in its sole discretion, assign such right to the remaining shareholders of
the Company in the same proportion that each shareholder's stock ownership bears
to the stock ownership of all the shareholders of the Company, as determined by
the Board. To the extent that a shareholder has been given such right and does
not purchase his or her allotment, the other shareholders shall have the right
to purchase such allotment on the same basis.

      (d) Purchase by the Company. Prior to a Public Offering, if a Grantee
ceases to be employed by, or provide service to, the Employer for any reason
other than Cause or voluntary resignation, the Company shall have the right to
purchase all or part of any


                                       9
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Company Stock distributed to him or her under this Plan at its then current Fair
Market Value (as defined in Section 5(b)) (or at such other price as may be
established in the Grant Instrument). Prior to a Public Offering, if a Grantee
ceases to be employed by, or provide service to, the Employer for on account of
termination for Cause or the Grantee's voluntary resignation, the Company shall
have the right to purchase all or part of any Company Stock distributed to him
or her under this Plan at the exercise price paid by the Grantee (or at such
other price as may be established in the Grant Instrument). Any repurchase made
under this Section 9(d) shall be made in accordance with applicable accounting
rules to avoid adverse accounting treatment.

      (e) Public Offering. On and after a Public Offering, the Company shall
have no further right to purchase shares of Company Stock under this Section 9.


      (f) Shareholder's Agreement. Notwithstanding the provisions of this
Section 9, if the Board requires that a Grantee execute a shareholder's
agreement with respect to any Company Stock distributed pursuant to this Plan,
which contains a right of first refusal or repurchase right, the provisions of
this Section 9 shall not apply to such Company Stock, unless the Board
determines otherwise.

      10. Change of Control of the Company

      As used herein, a "Change of Control" shall be deemed to have occurred if:

      (a) Any "person" (as such term is used in sections 13(d) and 14(d) of the
Exchange Act) (other than persons who are shareholders on the effective date of
the Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
more than 50% of the voting power of the then outstanding securities of the
Company; provided that a Change of Control shall not be deemed to occur as a
result of a change of ownership resulting from the death of a shareholder, and a
Change of Control shall not be deemed to occur as a result of a transaction in
which the Company becomes a subsidiary of another corporation and in which the
shareholders of the Company, immediately prior to the transaction, will
beneficially own, immediately after the transaction, shares entitling such
shareholders to more than 50% of all votes to which all shareholders of the
parent corporation would be entitled in the election of directors (without
consideration of the rights of any class of stock to elect directors by a
separate class vote); or

      (b) The consummation of (i) a merger or consolidation of the Company with
another corporation where the shareholders of the Company, immediately prior to
the merger or consolidation, will not beneficially own, immediately after the
merger or consolidation, shares entitling such shareholders to more than 50% of
all votes to which all shareholders of the surviving corporation would be
entitled in the election of directors (without consideration of the rights of
any class of stock to elect directors by a separate class vote), (ii) a sale or
other disposition of all or substantially all of the assets of the Company or
(iii) a liquidation or dissolution of the Company.



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      11. Consequences of a Change of Control

      (a) Assumption of Grants. Upon a Change of Control where the Company is
not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Board determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
by the surviving corporation (or a parent or subsidiary of the surviving
corporation), and outstanding Stock Awards shall be converted to Stock Awards of
the surviving corporation (or a parent or subsidiary of the surviving
corporation).

      (b) Other Alternatives. Notwithstanding the foregoing, in the event of a
Change of Control, the Board may take any of the following actions with respect
to any or all outstanding Grants: the Board may (i) determine that outstanding
Options shall accelerate and become exercisable, in whole or in part, upon the
Change of Control or upon such other event as the Board determines, (ii)
determine that the restrictions and conditions on outstanding Stock Awards shall
lapse, in whole or in part, upon the Change of Control or upon such other event
as the Board determines, (iii) require that Grantees surrender their outstanding
Options in exchange for a payment by the Company, in cash or stock as determined
by the Board, in an amount equal to the amount by which the then Fair Market
Value of the shares of Company Stock subject to the Grantee's unexercised
Options exceeds the Exercise Price of the Options or (iv) after giving Grantees
an opportunity to exercise their outstanding Options, terminate any or all
unexercised Options at such time as the Board deems appropriate. Such surrender
or termination shall take place as of the date of the Change of Control or such
other date as the Board may specify. The Board shall have no obligation to take
any of the foregoing actions, and, in the absence of any such actions,
outstanding Options and Stock Awards shall continue in effect according to their
terms (subject to any assumption pursuant to subsection (a)).

      12. Requirements for Issuance or Transfer of Shares

      (a) Shareholder's Agreement. The Board may require that a Grantee execute
a shareholder's agreement, with such terms as the Board deems appropriate, with
respect to any Company Stock issued or distributed pursuant to this Plan.


      (b) Limitations on Issuance or Transfer of Shares. No Company Stock shall
be issued or transferred in connection with any Grant hereunder unless and until
all legal requirements applicable to the issuance or transfer of such Company
Stock have been complied with to the satisfaction of the Board. The Board shall
have the right to condition any Grant made to any Grantee hereunder on such
Grantee's undertaking in writing to comply with such restrictions on his or her
subsequent disposition of such shares of Company Stock as the Board shall deem
necessary or advisable, and certificates representing such shares may be
legended to reflect any such restrictions. Certificates representing shares of
Company Stock issued or transferred under the Plan will be subject to such
stop-transfer orders and other restrictions as may be required by applicable
laws, regulations and interpretations, including any requirement that a legend
be placed thereon.




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<PAGE>
      (c) Lock-Up Period. If so requested by the Company or any representative
of the underwriters (the "Managing Underwriter") in connection with any
underwritten offering of securities of the Company under the Securities Act of
1933, as amended (the "Securities Act"), a Grantee (including any successor or
assigns) shall not sell or otherwise transfer any shares or other securities of
the Company during the 30-day period preceding and the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act for such underwriting (or such shorter period as may be requested
by the Managing Underwriter and agreed to by the Company) (the "Market Standoff
Period"). The Company may impose stop-transfer instructions with respect to
securities subject to the foregoing restrictions until the end of such Market
Standoff Period.

      13. Amendment and Termination of the Plan

      (a) Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without shareholder
approval if such approval is required in order to comply with the Code or other
applicable laws, or, after an Initial Public Offering, to comply with applicable
stock exchange requirements.

      (b) Termination of Plan. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its effective date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the shareholders.


      (c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the Board
acts under Section 19(b). The termination of the Plan shall not impair the power
and authority of the Board with respect to an outstanding Grant. Whether or not
the Plan has terminated, an outstanding Grant may be terminated or amended under
Section 19(b) or may be amended by agreement of the Company and the Grantee
consistent with the Plan.

      (d) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

      14. Funding of the Plan

      This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

      15. Rights of Participants

      Nothing in this Plan shall entitle any Employee, Key Advisor, Non-Employee
Director or other person to any claim or right to be granted a Grant under this
Plan. Neither this Plan nor any action taken hereunder shall be construed as
giving any


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<PAGE>
individual any rights to be retained by or in the employ of the Employer or any
other employment rights.

      16. No Fractional Shares

      No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant. The Board shall determine whether cash, other
awards or other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.

      17. Headings

      Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

      18. Effective Date of the Plan.

      (a) Effective Date. The Plan shall be effective on April 26, 2002.


      (b) Public Offering. The provisions of the Plan that refer to a Public
Offering, or that refer to, or are applicable to persons subject to, section 16
of the Exchange Act or section 162(m) of the Code, shall be effective, if at
all, upon the initial registration of the Company Stock under section 12(g) of
the Exchange Act, and shall remain effective thereafter for so long as such
stock is so registered.

      19. Miscellaneous

      (a) Grants in Connection with Corporate Transactions and Otherwise.
Nothing contained in this Plan shall be construed to (i) limit the right of the
Board to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including Grants to employees thereof
who become Employees, or for other proper corporate purposes, or (ii) limit the
right of the Company to grant stock options or make other awards outside of this
Plan. Without limiting the foregoing, the Board may make a Grant to an employee
of another corporation who becomes an Employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company, the Parent or any of their subsidiaries in substitution
for a stock option or Stock Awards grant made by such corporation. The terms and
conditions of the substitute grants may vary from the terms and conditions
required by the Plan and from those of the substituted stock incentives. The
Board shall prescribe the provisions of the substitute grants.

      (b) Compliance with Law. The Plan, the exercise of Options and the
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to section 16 of the Exchange Act, after a Public Offering it is the
intent of the Company that the Plan and all transactions under the Plan comply
with all applicable provisions of Rule 16b-3 or its


                                       13
<PAGE>
successors under the Exchange Act. In addition, it is the intent of the Company
that the Plan and applicable Grants under the Plan comply with the applicable
provisions of section 162(m) of the Code, after a Public Offering, and section
422 of the Code. To the extent that any legal requirement of section 16 of the
Exchange Act or section 162(m) or 422 of the Code as set forth in the Plan
ceases to be required under section 16 of the Exchange Act or section 162(m) or
422 of the Code, that Plan provision shall cease to apply. The Board may revoke
any Grant if it is contrary to law or modify a Grant to bring it into compliance
with any valid and mandatory government regulation. The Board may also adopt
rules regarding the withholding of taxes on payments to Grantees. The Board may,
in its sole discretion, agree to limit its authority under this Section.

      (c) Employees Subject to Taxation Outside the United States. With respect
to Grantees who are subject to taxation in countries other than the United
States, the Board may make Grants on such terms and conditions as the Board
deems appropriate to comply with the laws of the applicable countries, and the
Board may create such procedures, addenda and subplans and make such
modifications as may be necessary or advisable to comply with such laws.

      (d) Governing Law. The validity, construction, interpretation and effect
of the Plan and Grant Instruments issued under the Plan shall be governed and
construed by and determined in accordance with the laws of the State of
Delaware, without giving effect to the conflict of laws provisions thereof.

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