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EXHIBIT 10.1

                            GENOMETRIX INCORPORATED

                                1994 STOCK PLAN

                 (INCLUDING AMENDMENTS THROUGH MARCH 13, 2000)

         1. DEFINITIONS. Unless otherwise specified or unless the context
otherwise requires, the following terms, as used in this Genometrix Incorporated
1994 Stock Plan, have the following meanings:

                  ADMINISTRATOR means the Board of Directors, unless it has
         delegated power to act on its behalf to a committee. (See Article 4)

                  AFFILIATE means a corporation which, for purposes of Section
         424 of the Code, is a parent or subsidiary of the Company, direct or
         indirect.

                  BOARD OF DIRECTORS means the Board of Directors of the
         Company.

                  CODE means the United States Internal Revenue Code of 1986, as
         amended.

                  COMMITTEE means the Committee to which the Board of Directors
         has delegated power to act under or pursuant to the provisions of the
         Plan.

                  COMMON STOCK means shares of the Company's common stock,
         $.0001 par value.

                  COMPANY means Genometrix Incorporated, a Delaware corporation.

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

                  FAIR MARKET VALUE of a Share of Common Stock means:

                           (1) If the Common Stock is listed on a national
                  securities exchange or traded in the over-the-counter market
                  and sales prices are regularly reported for the Common Stock,
                  either (a) the average of the closing or last prices of the
                  Common Stock on the Composite Tape or other comparable
                  reporting system for the ten (10) consecutive trading days
                  immediately preceding the applicable date or (b) the closing
                  or last price of the Common Stock on the Composite Tape or
                  other comparable reporting system for the trading day
                  immediately preceding the applicable date, as the
                  Administrator shall determine;

                           (2) If the Common Stock is not traded on a national
                  securities exchange but is traded on the over-the-counter
                  market, if sales prices are not regularly reported for the
                  Common Stock for the trading day or days referred to in clause
                  (1), and if bid and asked prices for the Common Stock are
                  regularly reported, either (a) the average of the mean between
                  the bid and the asked price


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                  for the Common Stock at the close of trading in the
                  over-the-counter market for the ten (10) trading days on which
                  the Common Stock was traded immediately preceding the
                  applicable date or (b) the mean between the bid and the asked
                  price for the Common Stock at the close of trading in the
                  over-the-counter market for the trading day on which the
                  Common Stock was traded immediately preceding the applicable
                  date, as the Administrator shall determine; and

                           (3) If the Common Stock is neither listed on a
                  national securities exchange nor traded in the
                  over-the-counter market, such value as the Administrator, in
                  good faith, shall determine.

                  ISO means an option meant to qualify as an incentive stock
         option under Code Section 422.

                  KEY EMPLOYEE means an employee of the Company or of an
         Affiliate (including, without limitation, an employee who is also
         serving as an officer or director of the Company or of an Affiliate),
         designated by the Administrator to be eligible to be granted one or
         more Stock Rights under the Plan.

                  NON-QUALIFIED OPTION means an option which is not intended to
         qualify as an ISO.

                  OPTION means an ISO or a Non-Qualified Option granted under
         the Plan.

                  PARTICIPANT means a Key Employee, director or consultant to
         whom one or more Stock Rights are granted under the Plan. As used
         herein, "Participant" shall include "Participant's Survivors" where the
         context requires.

                  PARTICIPANT'S SURVIVORS means a deceased Participant's legal
         representatives and/or any person or persons who acquired the
         Participant's rights to a Stock Right by will or by the laws of descent
         and distribution.

                  PLAN means this Genometrix Incorporated 1994 Stock Plan.

                  PURCHASE OPPORTUNITY means an opportunity to make a direct
         purchase of Shares of the Company granted under the Plan.

                  SHARES means shares of Common Stock as to which Stock Rights
         have been or may be granted under the Plan or any shares of capital
         stock into which the Shares are changed or for which they are exchanged
         within the provisions of Article 3 of the Plan. The Shares issued upon
         exercise of Stock Rights granted under the Plan may be authorized and
         unissued shares or shares held by the Company in its treasury, or both.

                  STOCK AGREEMENT means an agreement pertaining to a Stock Right
         between the Company and a Participant executed and delivered pursuant
         to the Plan, in such form as the Administrator shall approve.


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                  STOCK RIGHT means a right to Shares of the Company granted
         pursuant to the Plan, an ISO, a Non-Qualified Option or a Purchase
         Opportunity.

         2. PURPOSES OF THE PLAN. The Plan is intended to encourage ownership of
Shares by Key Employees, directors and certain consultants to the Company in
order to attract such people, to induce them to work for the benefit of the
Company or of an Affiliate and to provide additional incentive for them to
promote the success of the Company or of an Affiliate. The Plan provides for the
granting of ISOs, Non-Qualified Options and Purchase Opportunities to Key
Employees, directors and consultants of the Company.

         3. SHARES SUBJECT TO THE PLAN. The number of Shares subject to this
Plan as to which Stock Rights may be granted from time to time shall be seven
million five hundred thousand (7,500,000), or the equivalent of such number of
Shares after the Administrator, in its sole discretion, has interpreted the
effect of any stock split, stock dividend, combination, recapitalization or
similar transaction in accordance with Article 18 of the Plan.

         If an Option or Purchase Opportunity ceases to be "outstanding", in
whole or in part, or if the Company shall reacquire any Shares issued pursuant
to Purchase Opportunities, the unpurchased Shares subject to such Option and any
Shares so reacquired by the Company shall again be available for the granting of
other Stock Rights under the Plan. Any Option or Purchase Opportunity shall be
treated as "outstanding" until such Option or Purchase Opportunity is exercised
in full, or terminates or expires under the provisions of the Plan, or by
agreement of the parties to the pertinent Stock Agreement.

         4. ADMINISTRATION OF THE PLAN. The Administrator of the Plan will be
the Board of Directors, except to the extent the Board of Directors delegates
its authority to a Committee of the Board of Directors. Following the date, if
any, on which the Common Stock is registered under the Securities and Exchange
Act of 1934, as amended (the "1934 Act"), the Plan is intended to comply in all
respects with Rule 16b-3 or its successors, promulgated pursuant to Section 16
of the 1934 Act with respect to Participants who are subject to Section 16 of
the 1934 Act, and any provision in this Plan with respect to such persons
contrary to Rule 16b-3 shall be deemed null and void to the extent permissible
by law and deemed appropriate by the Administrator.
Subject to the provisions of the Plan, the Administrator is authorized to:

                  (a) Interpret the provisions of the Plan or of any Option,
         Purchase Opportunity or Stock Agreement and to make all rules and
         determinations which it deems necessary or advisable for the
         administration of the Plan;

                  (b) Determine which employees of the Company or of an
         Affiliate shall be designated as Key Employees and which of the Key
         Employees, directors and consultants shall be granted Stock Rights,
         subject to the terms of Section 5 hereof;

                  (c) Determine the number of Shares for which a Stock Right or
         Stock Rights shall be granted; and


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                  (d) Specify the terms and conditions upon which a Stock Right
         or Stock Rights may be granted;

         provided, however, that all such interpretations, rules,
determinations, terms and conditions shall be made and prescribed in the context
of preserving the tax status under Code Section 422 of those Options which are
designated as ISOs. Subject to the foregoing, the interpretation and
construction by the Administrator of any provisions of the Plan or of any Stock
Right granted under it shall be final, unless otherwise determined by the Board
of Directors, if the Administrator is other than the Board of Directors.

         5. ELIGIBILITY FOR PARTICIPATION. The Administrator will, in its sole
discretion, name the Participants in the Plan, provided, however, that each
Participant must be a Key Employee, director or consultant of the Company or of
an Affiliate at the time a Stock Right is granted. Notwithstanding any of the
foregoing provisions, (i) the Administrator may authorize the grant of a Stock
Right to a person not then an employee, director or consultant of the Company or
of an Affiliate, PROVIDED, however, that the actual grant of such Stock Right
shall be conditioned upon such person becoming eligible to become a Participant
at or prior to the time of the execution of the Stock Agreement evidencing such
Stock Right and (ii) ISOs may be granted only to Key Employees. Non-Qualified
Options and Purchase Opportunities may be granted to any Key Employee, director
or consultant of the Company or an Affiliate. The granting of any Stock Right to
any individual shall neither entitle that individual to, nor disqualify him or
her from, participation in any other grant of Stock Rights.

         6. TERMS AND CONDITIONS OF NON-QUALIFIED OPTIONS. Each Non-Qualified
Option shall be set forth in a Stock Agreement, duly executed by the Company and
by the Participant. The Administrator may provide that Options be granted
subject to such conditions as the Administrator may deem appropriate including,
without limitation, subsequent approval by the stockholders of the Company of
this Plan or any amendments thereto. Such Stock Agreement shall contain terms
and conditions which the Administrator determines to be appropriate and in the
best interest of the Company, subject to the following minimum standards for any
such Non-Qualified Option:

                  (a) The Stock Agreement shall be in writing in the form
         approved by the Administrator, with such changes and modifications to
         such form as the Administrator, in its discretion, shall approve with
         respect to any particular Participant or Participants;

                  (b) Non-Qualified Option Price: The option price (per share)
         of the Shares covered by each Non-Qualified Option shall be determined
         by the Administrator but shall not be less than the par value per share
         of Common Stock;

                  (c) Each Stock Agreement shall state the number of Shares to
         which the Non-Qualified Option pertains;

                  (d) Each Stock Agreement shall state the date or dates on
         which the Non-Qualified Option first is exercisable and the date after
         which it may no longer be


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         exercised, and may provide that the Non-Qualified Option rights accrue
         or become exercisable in installments over a period of months or years,
         or upon the attainment of stated goals or events; and

                  (e) Exercise of any Non-Qualified Option may be conditioned
         upon the Participant's execution of a Share purchase agreement in form
         satisfactory to the Administrator providing for certain protections for
         the Company and its other shareholders including requirements that:

                           i.  The  Participant's or the Participant's
                  Survivors' right to sell or transfer the Shares may be
                  restricted; and

                           ii. The Participant or the Participant's Survivors
                  may be required to execute letters of investment intent and
                  must also acknowledge that the Shares will bear legends noting
                  any applicable restrictions.

         7. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS. Each Option
intended to be an ISO shall be issued only to a Key Employee and shall be set
forth in a Stock Agreement, duly executed by the Company and by the Participant.
Such Stock Agreement shall contain terms and conditions which the Administrator
determines to be appropriate and in the best interests of the Company, subject
to the following minimum standards:

                  (a) The Stock Agreement for an ISO shall be in writing in
         substantially the form approved by the Administrator, with such changes
         to such form as the Administrator shall approve, provided any changes
         are not inconsistent with Code Section 422 and relevant regulations and
         rulings of the Internal Revenue Service.

                  (b) ISO Price: Immediately before the ISO is granted, if the
         Participant owns, directly or by reason of the applicable attribution
         rules in Code Section 424(d):

                           i. Ten percent (10%) OR LESS of the total combined
                  voting power of all classes of share capital of the Company or
                  an Affiliate, the option price (per share) of the Shares
                  covered by each ISO shall be not less than one hundred percent
                  (100%) of the Fair Market Value (per share) of the Shares on
                  the date of the grant of the ISO.

                           ii. More than ten percent (10%) of the total combined
                  voting power of all classes of share capital of the Company or
                  an Affiliate, the option price (per share) of the Shares
                  covered by each ISO shall be not less than one hundred ten
                  percent (110%) of the said Fair Market Value on the date of
                  grant.

                  (c) Each Stock Agreement shall state the number of shares to
         which the ISO pertains.


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                  (d) Each Stock Agreement shall state the date on which the ISO
         is first exercisable and the date after which it may no longer be
         exercised.

                  (e) Term of ISO:

                           i. For Participants who own ten percent (10%) OR LESS
                  of the total combined voting power of all classes of share
                  capital of the Company or an Affiliate, each ISO shall
                  terminate not more than ten (10) years from the date of the
                  grant or at such earlier time as the Stock Agreement may
                  provide.

                           ii. For Participants who own more than 10% of the
                  total combined voting power of all classes of share capital of
                  the Company or an Affiliate, each ISO shall terminate not more
                  than five (5) years from the date of the grant or at such
                  earlier time as the Stock Agreement may provide.

                  (f) Medium of Payment: The ISO price shall be payable upon the
         exercise of the ISO and only in such form as the Administrator
         determines and as is permitted by Section 422 of the Code.

                  (g) Limitation on Yearly Exercise: The Stock Agreements shall
         restrict the amount of ISOs which may be exercisable in any calendar
         year (under this or any other ISO plan of the Company or an Affiliate)
         so that the aggregate Fair Market Value (determined at the time each
         ISO is granted) of the stock with respect to which ISOs are exercisable
         for the first time by the Participant in any calendar year does not
         exceed one hundred thousand dollars ($100,000), provided that this
         subparagraph (g) shall have no force or effect if its inclusion in the
         Plan is not necessary for Options issued as ISOs to qualify as ISOs
         pursuant to Section 422(d) of the Code.

                  (h) Limitation on Grant of ISOs: No ISOs shall be granted
         after the expiration of the date which is the EARLIER of ten (10) years
         from the date of the adoption of the Plan by the Company and the date
         of the approval of the Plan by the shareholders of the Company.

         8. TERMS AND CONDITIONS OF PURCHASE OPPORTUNITIES. Each Purchase
Opportunity shall be set forth in a Stock Agreement, duly executed by the
Company and by the Participant. The Stock Agreement shall contain terms and
conditions which the Administrator determines to be appropriate and in the best
interest of the Company, subject to the following minimum standards:

                  (a) The Stock Agreement shall be in writing in the form
         approved by the Administrator, with such changes and modifications to
         such form as the Administrator, in its discretion, shall approve with
         respect to any particular Participant or Participants;


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                  (b) The purchase price (per share) of the Shares covered by
         each Purchase Opportunity shall be determined by the Administrator but
         shall not be less than the aggregate par value of the Shares;

                  (c) Each Stock Agreement shall state the number of shares to
         which the Purchase Opportunity pertains;

                  (d) Each Stock Agreement shall state the date prior to which
         the Purchase Opportunity must be exercised by the Participant; and

                  (e) Each Stock Agreement shall include the terms of any right
         of the Company to reacquire the Shares subject to the Purchase
         Opportunity, including the time and events upon which such rights shall
         accrue and the purchase price therefor.

         9. EXERCISE OF STOCK RIGHTS AND ISSUANCE OF SHARES. A Stock Right (or
any part or installment thereof) shall be exercised by giving written notice to
the Company at its principal office address, together with provision for payment
of the full purchase price in accordance with this article for the Shares as to
which such Stock Right is being exercised, and upon compliance with any other
condition(s) set forth in the Stock Agreement. Such written notice shall be
signed by the person exercising the Stock Right, shall state the number of
Shares with respect to which the Stock Right is being exercised and shall
contain any representation required by the Plan or the Stock Agreement. Payment
of the purchase price for the Shares as to which such Stock Right is being
exercised shall be made (a) in United States dollars in cash or by check, or (b)
at the discretion of the Administrator, through delivery of shares of Common
Stock having a Fair Market Value equal as of the date of the exercise to the
cash exercise price of the Stock Right, determined in good faith by the
Administrator, or (c) at the discretion of the Administrator, by delivery of the
Participant's personal recourse note bearing interest payable not less than
annually at no less than 100% of the applicable Federal rate, as defined in
Section 1274(d) of the Code, or (d) in accordance with a cashless exercise
program established with a securities brokerage firm and approved by the
Administrator or (e) at the discretion of the Administrator, by any combination
of (a), (b), (c) and (d) above. Notwithstanding the foregoing, the Administrator
shall accept only such payment on exercise of an ISO as is permitted by Section
422 of the Code.

         The Company shall then reasonably promptly deliver the Shares as to
which such Stock Right was exercised to the Participant (or to the Participant's
Survivors, as the case may be). In determining what constitutes "reasonably
promptly," it is expressly understood that the delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation which
requires the Company to take any action with respect to the Shares prior to
their issuance. The Shares shall, upon delivery, be evidenced by an appropriate
certificate or certificates for fully paid, non-assessable Shares.

         The Administrator shall have the right to accelerate the date of
exercise of any installment of any Stock Right and to provide for the lapse of
any right of reacquisition; provided that the Administrator shall not accelerate
the exercise date of any installment of any Option granted to


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any Key Employee as an ISO (and not previously converted into a Non-Qualified
Option pursuant to Article 21) if such acceleration would violate the annual
vesting limitation contained in Section 422(d) of the Code, as described in
Article 7, subparagraph (g).

         The Administrator may, in its discretion, amend any term or condition
of an outstanding Stock Right provided (i) such term or condition as amended is
permitted by the Plan, (ii) any such amendment, if adverse to the holder of the
Stock Right, shall be made only with the consent of the Participant to whom the
Stock Right was granted or in the event of the death of the Participant, the
Participant's Survivors, (iii) any such amendment of any ISO shall be made only
after the Administrator, after consulting with counsel for the Company,
determines whether such amendment would constitute a "modification" of the ISO
(as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISO, and (iv) with respect to
any Stock Right held by any Participant who is subject to the provisions of
Section 16(a) of the 1934 Act, any such amendment shall be made only after the
Administrator, after consulting with counsel for the Company, determines whether
such amendment would constitute the grant of a new Stock Right.

         10. RIGHTS AS A SHAREHOLDER. No Participant to whom a Stock Right has
been granted shall have rights as a shareholder with respect to any Shares
covered by such Stock Right, except after due exercise of the Stock Right and
tender of the full purchase price for the Shares being purchased pursuant to
such exercise and registration of the Shares in the Company's share register in
the name of the Participant.

         11. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS. By its terms, a Stock
Right granted to a Participant shall not be transferable by the Participant
other than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act or the rules thereunder, and shall be
exercisable, during the Participant's lifetime, only by such Participant (or by
his or her legal representative). Such Stock Right shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of
any Stock Right or of any rights granted thereunder contrary to the provisions
of this Plan, or the levy of any attachment or similar process upon a Stock
Right, shall be null and void.

         12. EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE". Except as
otherwise provided in the pertinent Stock Agreement, in the event of a
termination of service (whether as an employee, director or consultant) with the
Company or an Affiliate, the following rules apply:

                  (a) In the event a Participant ceases to be an employee,
         director or consultant of the Company or of an Affiliate (for any
         reason other than termination "for cause", Disability, or death for
         which events there are special rules in Articles 13, 14, and 15,
         respectively), such Participant may exercise any Option granted to such
         Participant:


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                           (i)  To the extent that the right to purchase Shares
                  has accrued on the date of his or her termination of service;
                  and
                           (ii) If such Participant's service has been
                  terminated by the Company other than "for cause," as opposed
                  to a voluntary termination by such Participant, then, in the
                  event rights to exercise the Option accrue periodically, to
                  the extent of any additional rights as would have accrued had
                  the service of the Participant not been terminated prior to
                  the end of the accrual period which next ends following the
                  date of his or her termination of service.

                  (b) A Participant may exercise the rights set forth in section
         (a) above only within a period of not more than ninety (90) days after
         the date that the service of the Participant was terminated,
         notwithstanding that the Participant might have been able to exercise
         the Option as to some or all of the Shares on a later date if his or
         her service had not been terminated and he or she had continued to be
         an employee, director or consultant or, if earlier, within the
         originally prescribed term of the Option.

                  (c) In the event a Participant ceases to be an employee,
         director or consultant of the Company or of an Affiliate (for any
         reason other than termination "for cause", Disability, or death for
         which events there are special rules in Articles 13, 14, and 15,
         respectively) before all of the Company's repurchase rights with
         respect to Shares purchased by the Participant pursuant to a Purchase
         Opportunity have expired, the Company's right to repurchase such Shares
         shall not apply to Shares owned by such Participant only to the extent
         that the right to transfer such Shares free of the Company's right to
         repurchase has accrued on the date of his or her termination of
         service.

                  (d) The provisions of this article, and not the provisions of
         Article 14 or 15, shall apply to a Participant who subsequently becomes
         disabled or dies after the termination of employment, director status
         or consultancy, provided, however, in the case of a Participant's death
         within ninety (90) days after the termination of employment, director
         status or consulting, the Participant's Survivors may exercise the
         Option within one (1) year after the date of the Participant's death,
         but in no event after the date of expiration of the term of the Option.

                  (e) A Participant to whom a Stock Right has been granted under
         the Plan who is absent from work with the Company or with an Affiliate
         because of temporary disability (any disability other than a permanent
         and total Disability as defined in Article 1 hereof), or who is on
         leave of absence for any purpose, shall not, during the period of any
         such absence, be deemed, by virtue of such absence alone, to have
         terminated such Participant's employment, director status or
         consultancy with the Company or with an Affiliate, except as the
         Administrator may otherwise expressly provide.

                  (f) Stock Rights granted under the Plan shall not be affected
         by any change of employment or other service within or among the
         Company and any Affiliates, so long as


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         the Participant continues to be an employee, director or consultant of
         the Company or any Affiliate, provided, however, if a Participant's
         employment by either the Company or an Affiliate should cease (other
         than to become an employee of an Affiliate or the Company), such
         termination shall affect the Participant's rights under any ISO granted
         to such Participant in accordance with the terms of the Plan and the
         pertinent Stock Agreement.

         13. EFFECT OF TERMINATION OF SERVICE "FOR CAUSE". Except as otherwise
provided in the pertinent Stock Agreement, in the event of a termination of
service (whether as an employee, director or consultant) with the Company or an
Affiliate, the following rules apply:

                  (a) In the event a Participant ceases to be an employee,
         director or consultant of the Company or of an Affiliate "for cause",
         such Participant may exercise any Option granted to such Participant
         only to the extent that the right to purchase Shares has accrued on the
         date of his or her termination of service.

                  (b) A Participant may exercise the rights set forth in section
         (a) above only within a period of not more than ninety (90) days after
         the date that the service of the Participant was terminated,
         notwithstanding that the Participant might have been able to exercise
         the Option as to some or all of the Shares on a later date if his or
         her service had not been terminated and he or she had continued to be
         an employee, director or consultant or, if earlier, within the
         originally prescribed term of the Option.

                  (c) In the event a Participant ceases to be an employee,
         director or consultant of the Company or of an Affiliate "for cause"
         before all of the Company's repurchase rights with respect to Shares
         purchased by the Participant pursuant to a Purchase Opportunity have
         expired, the Company's right to repurchase such Shares shall not apply
         to Shares owned by such Participant only to the extent that the right
         to transfer such Shares free of the Company's right to repurchase has
         accrued on the date of his or her termination of service.

                  (d) The provisions of this article, and not the provisions of
         Article 14 or 15, shall apply to a Participant who subsequently becomes
         disabled or dies after the termination of employment, director status
         or consultancy for "cause", provided, however, in the case of a
         Participant's death within ninety (90) days after the termination of
         employment, director status or consulting for "cause", the
         Participant's Survivors may exercise the Option within one (1) year
         after the date of the Participant's death, but in no event after the
         date of expiration of the term of the Option.

                  (e) For purposes of this Article 13, "cause" shall include
         (and is not limited to) dishonesty with respect to the employer,
         insubordination, substantial malfeasance or non-feasance of duty,
         unauthorized disclosure of confidential information, and conduct
         substantially prejudicial to the business of the Company or any
         Affiliate. The


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         determination of the Administrator as to the existence of cause will be
         conclusive on the Participant and the Company.

                  (f) "Cause" is not limited to events which have occurred prior
         to a Participant's termination of service, nor is it necessary that the
         Administrator's finding of "cause" occur prior to termination.

                  (g) Any definition in an agreement between the Participant and
         the Company or an Affiliate, which contains a conflicting definition of
         "cause" for termination and which is in effect at the time of such
         termination, shall supersede the definition in this Plan with respect
         to such Participant.

         14. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY. Except as
otherwise provided in the pertinent Stock Agreement, a Participant who ceases to
be an employee, director or consultant of the Company or of an Affiliate by
reason of Disability may exercise any Option granted to such Participant:

                  (a) To the extent that the right to purchase Shares has
         accrued on the date of his or her Disability; and

                  (b) In the event rights to exercise the Option accrue
         periodically, to the extent of any additional rights as would have
         accrued had the Participant not become Disabled prior to the end of the
         accrual period which next ends following the date of Disability.

         A Disabled Participant may exercise such rights only within a period of
not more than one (1) year after the date that the Participant became Disabled,
notwithstanding that the Participant might have been able to exercise the Option
as to some or all of the Shares on a later date if he or she had not become
disabled and had continued to be an employee, director or consultant or, if
earlier, within the originally prescribed term of the Option.

         Except as otherwise provided in the pertinent Stock Agreement, a
Participant who ceases to be an employee, director or consultant of the Company
or of an Affiliate by reason of Disability before all of the Company's
repurchase rights with respect to Shares purchased by such Participant pursuant
to a Purchase Opportunity have expired, the Company's right to repurchase such
Shares shall not apply to Shares owned by such Participant:

                  (a) to the extent that the right to transfer such Shares free
         of the Company's right to repurchase has accrued on the date of his or
         her Disability; and

                  (b) in the event that rights to transfer Shares free of the
         Company's right to repurchase accrue periodically, to the extent of any
         additional rights as would have accrued had the Participant not become
         Disabled prior to the end of the accrual period which next ends
         following the date of Disability.


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         The Administrator shall make the determination both of whether
Disability has occurred and the date of its occurrence (unless a procedure for
such determination is set forth in another agreement between the Company and
such Participant, in which case such procedure shall be used for such
determination). If requested, the Participant shall be examined by a physician
selected or approved by the Administrator, the cost of which examination shall
be paid for by the Company.

         15. EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except
as otherwise provided in the pertinent Stock Agreement, in the event of the
death of a Participant to whom an Option has been granted while the Participant
is an employee, director or consultant of the Company or of an Affiliate, such
Option may be exercised by the Participant's Survivors:

                  (a) To the extent exercisable but not exercised on the date of
         death; and

                  (b) In the event rights to exercise the Option accrue
         periodically, to the extent of any additional rights which would have
         accrued had the Participant not died prior to the end of the accrual
         period which next ends following the date of death.

         If the Participant's Survivors wish to exercise the Option, they must
take all necessary steps to exercise the Option within one (1) year after the
date of death of such Participant, notwithstanding that the decedent might have
been able to exercise the Option as to some or all of the Shares on a later date
if he or she had not died and had continued to be an employee, director or
consultant or, if earlier, within the originally prescribed term of the Option.

         Except as otherwise provided in the pertinent Stock Agreement, in the
event of the death of a Participant before all of the Company's repurchase
rights with respect to Shares purchased by such Participant pursuant to a
Purchase Opportunity have expired, the Company's right to repurchase such Shares
shall not apply to Shares owned by such Participant's Survivors, and such
Survivors shall be free to transfer such Shares free of the Company's right of
repurchase:

                  (a) to the extent that the right to transfer such Shares free
         of the Company's right to repurchase has accrued on the date of death;
         and

                  (b) in the event that rights to transfer Shares free of the
         Company's right to repurchase accrue periodically, to the extent of any
         additional rights as would have accrued had the Participant not died
         prior to the end of the accrual period which next ends following the
         date of death.

         16. PURCHASE FOR INVESTMENT. less the offering and sale of the Shares
to be issued upon the particular exercise of a Stock Right shall have been
effectively registered under the Securities Act of 1933, as now in force or
hereafter amended (the "1933 Act"), the Company shall be under no obligation to
issue the Shares covered by such exercise unless and until the following
conditions have been fulfilled:


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<PAGE>   13

                  (a) The person(s) who exercise such Stock Right shall warrant
         to the Company, at the time of such exercise or receipt, as the case
         may be, that such person(s) are acquiring such Shares for their own
         respective accounts, for investment, and not with a view to, or for
         sale in connection with, the distribution of any such Shares, in which
         event the person(s) acquiring such Shares shall be bound by the
         provisions of the following legend which shall be endorsed upon the
         certificate(s) evidencing their Shares issued pursuant to such exercise
         or such grant:

                  The shares represented by this certificate have been taken for
                  investment and they may not be sold or otherwise transferred
                  by any person, including a pledgee, unless (1) either (a) a
                  Registration Statement with respect to such shares shall be
                  effective under the Securities Act of 1933, as amended, or (b)
                  the Company shall have received an opinion of counsel
                  satisfactory to it that an exemption from registration under
                  such Act is then available, and (2) there shall have been
                  compliance with all applicable state securities laws.

                  (b) Unless a Registration Statement with respect to such
         shares shall be effective under the 1933 Act and not subject to any
         stop order, the Company shall have received an opinion of its counsel
         that the Shares may be issued upon such particular exercise in
         compliance with the 1933 Act without registration thereunder.

         The Company may delay issuance of the Shares until completion of any
action or obtaining of any consent which the Company deems necessary under any
applicable law (including, without limitation, state securities or "blue sky"
laws).

         17. DISSOLUTION OR LIQUIDATION OF THE COMPANY. on the dissolution or
liquidation of the Company, all Stock Rights granted under this Plan which as of
such date shall not have been exercised will terminate and become null and void;
provided, however, that if the rights of a Participant or a Participant's
Survivors have not otherwise terminated and expired, the Participant or the
Participant's Survivors will have the right immediately prior to such
dissolution or liquidation to exercise any Stock Right to the extent that the
right to purchase Shares has accrued under the Plan as of the date immediately
prior to such dissolution or liquidation.

         18. ADJUSTMENTS. on the occurrence of any of the following events, a
Participant's rights with respect to any Stock Right granted to him or her
hereunder which have not previously been exercised in full shall be adjusted as
hereinafter provided, unless otherwise specifically provided in the written
agreement between the Participant and the Company relating to such Stock Right:

                  (a) STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common
         Stock shall be subdivided or combined into a greater or smaller number
         of shares or if the Company shall issue any shares of Common Stock as a
         stock dividend on its outstanding Common Stock, after the date of grant
         of a Stock Right, the number of shares of Common Stock


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<PAGE>   14

         deliverable upon a subsequent exercise of such Stock Right shall be
         appropriately increased or decreased proportionately, and appropriate
         adjustments shall be made in the purchase price per Share to reflect
         such subdivision, combination or stock dividend.

                  (b) CONSOLIDATIONS OR MERGERS. If the Company is to be
         consolidated with or acquired by another entity in a merger, sale of
         all or substantially all of the Company's assets or otherwise (an
         "Acquisition"), the Administrator or the board of directors of any
         entity assuming the obligations of the Company hereunder (the
         "Successor Board"), shall, as to outstanding and unexercised Stock
         Rights, either (i) make appropriate provision for the continuation of
         such Stock Rights by substituting on an equitable basis for the Shares
         then subject to such Stock Rights either the consideration payable with
         respect to the outstanding shares of Common Stock in connection with
         the Acquisition or securities of any successor or acquiring entity; or
         (ii) upon written notice to the Participants, provide that all Stock
         Rights must be exercised, to the extent then exercisable (as the
         Options may have been amended), within a specified number of days of
         the date of such notice, at the end of which period the Stock Rights
         shall terminate; or (iii) terminate all Stock Rights in exchange for a
         cash payment equal to the excess of the Fair Market Value of the Shares
         subject to such Stock Rights (to the extent then exercisable, as the
         Options may have been amended) over the exercise price thereof.

                  (c) RECAPITALIZATION OR REORGANIZATION. In the event of a
         recapitalization or reorganization of the Company (other than a
         transaction described in subparagraph (b) above) pursuant to which
         securities of the Company or of another corporation are issued with
         respect to the outstanding shares of Common Stock, a Participant upon
         exercising a Stock Right shall be entitled to receive for the purchase
         price paid upon such exercise the securities he or she would have
         received if he or she had exercised such Stock Right prior to such
         recapitalization or reorganization.

                  (d) MODIFICATION OF ISOS. Notwithstanding the foregoing, any
         adjustments made pursuant to subparagraph (a), (b) or (c) with respect
         to ISOs shall be made only after the Administrator, after consulting
         with counsel for the Company, determines whether such adjustments would
         constitute a "modification" of such ISOs (as that term is defined in
         Section 424(h) of the Code) or would cause any adverse tax consequences
         for the holders of such ISOs. If the Administrator determines that such
         adjustments made with respect to ISOs would constitute a modification
         of such ISOs, it may refrain from making such adjustments, unless the
         holder of an ISO specifically requests in writing that such adjustment
         be made and such writing indicates that the holder has full knowledge
         of the consequences of such "modification" on his or her income tax
         treatment with respect to the ISO.

         19. ISSUANCES OF SECURITIES. 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
subject to Stock Rights. Except as expressly provided herein,


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<PAGE>   15

no adjustments shall be made for dividends paid in cash or in property
(including without limitation, securities) of the Company.

         20. FRACTIONAL SHARES. No fractional share shall be issued under the
Plan and the person exercising such right shall receive from the Company cash in
lieu of such fractional share equal to the Fair Market Value thereof determined
in good faith by the Board of Directors of the Company.

         21. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS.
The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any installments or portions thereof) that have not been exercised on
the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the Participant is an employee of
the Company or an Affiliate at the time of such conversion. Such actions may
include, but not be limited to, extending the exercise period or reducing the
exercise price of the appropriate installments of such Options. At the time of
such conversion, the Administrator (with the consent of the Participant) may
impose such conditions on the exercise of the resulting Non-Qualified Options as
the Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the consent of
the Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such termination.

         22. WITHHOLDING. In the event that any federal, state, or local income
taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.")
withholdings or other amounts are required by applicable law or governmental
regulation to be withheld from the Participant's salary, wages or other
remuneration in connection with the exercise of a Stock Right or a Disqualifying
Disposition (as defined in Article 23), the Participant shall advance in cash to
the Company, or to any Affiliate of the Company which employs or employed the
Participant, the amount of such withholdings, unless a different withholding
arrangement, including the use of Shares of the Company's Common Stock, is
authorized by the Administrator (and permitted by law), provided, however, that
with respect to persons subject to Section 16 of the 1934 Act, any such
withholding arrangement shall be in compliance with any applicable provisions of
Rule 16b-3 promulgated under Section 16 of the 1934 Act. For purposes hereof,
the Fair Market Value of the Shares withheld for purposes of payroll withholding
shall be determined in the manner provided in Article 1 above, as of the most
recent practicable date prior to the date of exercise. If the Fair Market Value
of the Shares withheld is less than the amount of payroll withholdings required,
the Participant may be required to advance the difference in cash to the Company
or the Affiliate employer. The Administrator in its discretion may condition the
exercise of a Stock Right for less than the then Fair Market Value on the
Participant's payment of such additional withholding.

         23. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each Key Employee
who receives an ISO must agree to notify the Company in writing immediately
after


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<PAGE>   16

the Key Employee makes a Disqualifying Disposition of any Shares acquired
pursuant to the exercise of an ISO. A Disqualifying Disposition is any
disposition (including any sale) of such Shares before the later of (a) two
years after the date the Key Employee was granted the ISO, or (b) one year after
the date the Key Employee acquired Shares by exercising the ISO. If the Key
Employee has died before such Shares are sold, these holding period requirements
do not apply and no Disqualifying Disposition can occur thereafter.

         24. TERMINATION OF THE PLAN. The Plan will terminate on the date which
is ten (10) years from the earlier of the date of its adoption and the date of
its approval by the stockholders of the Company. The Plan may be terminated at
an earlier date by vote of the stockholders of the Company; provided, however,
that any such earlier termination will not affect any Stock Rights granted or
Stock Agreements executed prior to the effective date of such termination.

         25. AMENDMENT OF THE PLAN. The Plan may be amended by the stockholders
of the Company. The Plan may also be amended by the Administrator, including,
without limitation, to the extent necessary to qualify any or all outstanding
Options granted under the Plan or Options to be granted under the Plan for
favorable federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded incentive stock options under Section 422 of the
Code, to the extent necessary to ensure the qualification of the Plan under Rule
16b-3, at such time, if any, as the Company has a class of stock registered
pursuant to Section 12 of the Exchange Act, and to the extent necessary to
qualify the shares issuable upon exercise of any outstanding Options granted, or
Options to be granted, under the Plan for listing on any national securities
exchange or quotation in any national automated quotation system of securities
dealers. Any amendment approved by the Administrator which is of a scope that
requires stockholder approval in order to ensure favorable federal income tax
treatment for any incentive stock options or requires stockholder approval in
order to ensure the qualification of the Plan with Rule 16b-3, at such time, if
any, as the Company has a class of stock registered pursuant to Section 12 of
the Exchange Act, shall be subject to obtaining such stockholder approval. Any
modification or amendment of the Plan shall not, without the consent of a
Participant, affect his or her rights under a Stock Right previously granted to
him or her.

         26. EMPLOYMENT OR OTHER RELATIONSHIP. Nothing in this Plan or any Stock
Agreement shall be deemed to either prevent the Company or an Affiliate from
terminating the employment, consultancy or director status of a Participant, or
to prevent a Participant from terminating his or her own employment, consultancy
or director status or to give any Participant a right to be retained in
employment or other service by the Company or any Affiliate for any period of
time.

         27. GOVERNING LAW. This Plan shall be construed and enforced in
accordance with the law of the State of Delaware.



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