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                                                                 Exhibit 10.1


                       CARE MANAGEMENT SCIENCE CORPORATION
               AMENDED AND RESTATED 1995 EQUITY COMPENSATION PLAN

         The purpose of the Care Management Science Corporation Amended and
Restated 1995 Equity Compensation Plan (the "Plan") is to provide designated key
employees (including employees who are also officers and directors), and
directors who are not employees ("Non-Employee Directors") of Care Management
Science Corporation and its subsidiaries and affiliates (hereinafter
collectively referred to as the "Company") and selected consultants to the
Company with the opportunity to receive grants of incentive stock options,
nonqualified stock options, stock appreciation rights and restricted stock. The
Company believes that the Plan will cause the participants to contribute
materially to the growth of the Company, thereby benefitting the Company's
stockholders and will align the economic interests of the participants with
those of the stockholders.

1.       ADMINISTRATION

         The Plan shall be administered and interpreted by the Compensation
Committee of the Board of Directors (the "Committee") consisting of not less
than two persons appointed by the Board of Directors of the Company (the
"Board"). On and after the Effective Date set forth in Section 21(b), the
Committee shall consist of not less than two persons appointed by the Board, all
of whom shall be "non-employee directors" as defined under Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Exchange Act") and "outside directors" as
defined under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code") and related Treasury regulations. Notwithstanding the foregoing,
the Board may ratify or approve any grants it deems appropriate.

         The Committee 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 vesting
and the acceleration of vesting, (iv) select the "Valuation Expert," as defined
below and (v) deal with any other matters arising under the Plan.

         The Committee 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
conduct of its business as it deems necessary or advisable, in its sole
discretion. The Committee's interpretations of the Plan and all determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interests in the Plan or in any
awards granted hereunder. All powers of the Committee shall be executed in its
sole discretion, in the best interest of the Company and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
individuals.




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         Notwithstanding anything herein to the contrary, prior to the Effective
Date specified in Section 21(b), the Committee may delegate to the Company's
Chief Executive Officer (the "CEO") the authority to make grants and to
designate individuals to receive grants under Section 4 and, in any such case,
the provisions of Sections 5, 6, and 7 shall apply to the CEO instead of the
Committee, where applicable. In addition, notwithstanding anything herein to the
contrary, prior to the Effective Date specified under Section 21(b), the Board
may exercise any power or authority of the Committee under the Plan and, in such
case, any reference to the Committee hereunder shall be deemed to include the
Board as a whole.

2.       GRANTS

         Incentives under the Plan shall consist of incentive stock options,
nonqualified stock options, stock appreciation rights and restricted stock
(hereinafter collectively referred to as "Grants"). All Grants shall be subject
to the terms and conditions set forth herein and to those other terms and
conditions consistent with this Plan as the Committee deems appropriate and as
are specified in writing by the Committee to the individual (the "Grant
Letter"). The Committee shall approve the form and provisions of each Grant
Letter to an individual. Grants under a particular Section of the Plan need not
be uniform as among the grantees.

3.       SHARES SUBJECT TO THE PLAN

         (a) Subject to the adjustment specified below, the aggregate number of
shares of common stock of the Company, (the "Company Stock") that has been or
may be issued or transferred under the Plan is 2,165,038 shares, in the
aggregate. Notwithstanding anything in the Plan to the contrary, on and after
the Effective Date as set forth in Section 21(b), the maximum aggregate number
of shares of Company Stock that shall be subject to Grants made under the Plan
to any single employee during a calendar year shall be 500,000 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 cancelled,
forfeited, exchanged or surrendered without having been exercised or if any
shares of restricted stock are forfeited, the shares subject to such Grants
shall again be available for purposes of the Plan.

         (b) If there is any change in the number or kind of shares of Company
Stock issuable under the Plan through the declaration of stock dividends or if
the value of outstanding shares of Company Stock is substantially reduced due to
the Company's payment of an extraordinary dividend or distribution, or through a
recapitalization, stock splits, or combinations or exchanges of such shares, or
merger, reorganization or consolidation of the Company, reclassification or
change in par value or by reason of any other extraordinary or unusual events
affecting the outstanding Company Stock as a class without the Company's receipt
of consideration, the maximum number of shares of Company Stock available for
Grants, the maximum number of shares of Company Stock for which any one
individual participating in the Plan may be granted, the number of shares
covered by outstanding Grants, and the price per share or the applicable




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market value of such Grants, and the other terms and conditions of the Grants,
as the Committee may deem necessary or desirable, shall be proportionately
adjusted by the Committee to reflect any increase or decrease in the number or
kind of issued shares of Company Stock to preclude the enlargement or dilution
of rights and benefits under such Grants; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated. The adjustments
determined by the Committee shall be final, binding and conclusive.
Notwithstanding the foregoing, no adjustment shall be authorized or made
pursuant to this Section to the extent that such authority or adjustment would
cause any Incentive Stock Option to fail to comply with Section 422 of the Code.

4.       ELIGIBILITY FOR PARTICIPATION

         All individuals employed by the Company or a subsidiary ("Employees")
(including Employees who are officers or members of the Board) who hold
positions of responsibility and whose performance, in the judgment of the
Committee, can have a significant effect on the long-term success of the
Company, all Non-Employee Directors and consultants whose services, in the
judgment of the Committee, can have a significant effect on the long-term
success of the Company shall be eligible to participate in the Plan. The
Committee shall select the Employees, Non-Employee Directors and consultants to
receive Grants (the "Grantees") and determine the number of shares of Company
Stock subject to a particular Grant in such manner as the Committee determines.

         Nothing contained in this Plan shall be construed to limit the right of
the Company to make Grants otherwise in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including options granted to employees
thereof who become Employees of the Company, or for other proper corporate
purpose.

5.       GRANTING OF OPTIONS

         (a) NUMBER OF SHARES. The Committee, in its sole discretion, shall
determine the number of shares of Company Stock that will be subject to each
Grant of stock options.

         (b) TYPE OF OPTION AND PRICE. The Committee may grant options intended
to qualify as incentive stock options ("Incentive Stock Options") within the
meaning of Section 422 of the Code or options which are not intended to so
qualify ("Nonqualified Stock Options") (hereinafter collectively the "Stock
Options") or any combination of Incentive Stock Options and Nonqualified Stock
Options, all in accordance with the terms and conditions set forth herein;
provided, however, that neither Non-Employee Directors nor consultants shall be
eligible to receive Grants of Incentive Stock Options.

         The purchase price of Company Stock subject to a Stock Option shall be
determined by the Committee and may be equal to, greater than, or less than the
fair market value of a share of such Stock on the date such Stock Option is
granted; provided, however, that the purchase price of Company Stock subject to
an Incentive Stock Option shall be equal to, or greater than, the fair




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market value of a share of such Stock on the date such Stock Option is granted
and in no event, based upon the facts known at the time of the grant, may a
purchase price be established hereunder that would result in the disallowance of
the Company's expense deduction pursuant to Section 162(m) of the Code;
provided, further, that in the case of Stock Options referred to in Section
5(d)(2) below, the purchase price for such Stock Options shall not be less than
$2.60885 per share of Company Stock.

         During such time that the Company Stock is not listed on an established
stock exchange or traded in the over-the-counter-market, the "fair market value"
of Company Stock shall be determined by an independent firm, I.E., a firm not
otherwise engaged in consulting work for the Company, unless determined
otherwise by the Committee, with expertise in the valuation of business entities
and the securities thereof, selected by the Committee (the Valuation Expert") or
as otherwise determined by the Committee in good faith based on the best
available facts and circumstances. Such determination of "fair market value"
shall be made on a periodic basis, but no less than once a calendar year. If the
Company Stock is listed upon an established stock exchange or other market
source, as determined by the Committee, "fair market value" on any date of
reference shall be the closing price of a share of Company Stock (on a
consolidated basis) on the principal exchange or other recognized market source,
as determined by the Committee on such date, or if there is no sale on such
date, then the closing price of a share of Company Stock on the last previous
day on which a sale is reported.

         (c) EXERCISE PERIOD. The Committee shall determine the option exercise
period of each Stock Option. The exercise period shall not exceed ten years from
the date of grant.

         (d) EXERCISABILITY OF OPTIONS.

                  (1) With respect to Stock Options granted on or before
December 23, 1998, such Stock Options shall become exercisable with respect to
one-half of the shares subject to such Stock Options on each anniversary of the
date of the Grant ratably for the first four such anniversary dates and the
remaining one-half on the fourth anniversary of the date of Grant or as
otherwise determined by the Committee, in its sole discretion, and specified in
the Grant Letter. Notwithstanding any determination by the Committee, all
outstanding Stock Options shall become immediately exercisable upon a Change in
Control of the Company (as defined herein).

                  (2) With respect to Stock Options granted after December
23, 1998, such Stock Options shall become exercisable in the manner as
determined by the Committee, and specified in the Grant Letter.
Notwithstanding any determination by the Committee, all outstanding Stock
Options shall become immediately exercisable upon a Change in Control of the
Company (as defined herein).



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         (e) MANNER OF EXERCISE. A Grantee may exercise a Stock Option which has
become exercisable by delivering a notice of exercise to the Committee with
accompanying payment of the option price in accordance with (g) below. Should a
Stock Option become exercisable on or after the Effective Date specified in
Section 21(b), such notice may instruct the Company to deliver shares of Company
Stock due upon the exercise of the Stock Option to any registered broker or
dealer designated by the Committee ("Designated Broker") in lieu of delivery to
the Optionee. Such instructions must designate the account into which the shares
are to be deposited. The Grantee may tender this notice of exercise, which has
been properly executed by the Grantee, and the aforementioned delivery
instructions to any Designated Broker.

         (f) TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH.

                  (1) EMPLOYEES. The following provisions shall apply solely to
a termination of employment of a Grantee who is an Employee at the time of
termination of employment:

                           (A) In the event that a Grantee's employment with the
Company is terminated for any reason other than a "disability" (as defined
herein), retirement approved by the Company, death or "termination for cause"
(as defined herein), any Stock Option which is otherwise exercisable by the
Grantee shall terminate unless exercised within 60 days of the date on which the
Grantee ceases to be an employee (or within such other period of time as may be
specified in the Grant Letter), but in any event no later than the date of
expiration of the option exercise period (except as the Committee may otherwise
provide in the Grant Letter). Any of the Grantee's Stock Options which are not
otherwise exercisable as of the date on which the Grantee ceases to be an
employee shall terminate as of such date (except as the Committee may otherwise
provide).

                           (B) Notwithstanding the foregoing, in the event the
Grantee during the Grantee's lifetime ceases to be an employee of the Company
simultaneously with or after a Change in Control for any reason other than
death, "disability," retirement approved by the Company, or a "termination for
cause," prior to the Change in Control, by the Company, with respect to all of
the Grantee's outstanding Stock Options (whether exercisable before such Change
in Control or as a result thereof), unless the Grantee elects otherwise, the
Company shall be required to pay to the Grantee, in cash, an amount equal to the
excess over the purchase price of the then fair market value of the shares of
Company Stock subject to the Grantee's outstanding Stock Options, if such
payment would not affect the accounting treatment of the transaction underlying
the Change in Control; provided, however, that if any right granted pursuant to
this Subsection would make the Change in Control ineligible for pooling of
interests accounting treatment under APB No. 16 that but for this provision
would otherwise be eligible for such accounting treatment, or would otherwise
affect the tax treatment of such Change in Control, the Grantee shall not be
able to receive a cash payment in lieu of the exercise of his or her Stock
Options.

                           (C) In the event the Grantee ceases to be an employee
of the Company on account of becoming "disabled," or retirement approved by the
Company, any Stock Option which is otherwise exercisable by the Grantee shall
terminate unless exercised within six months of the date on which the Grantee
ceases to be an employee (or within such other period of time as




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may be specified in the Grant Letter), but in any event no later than the date
of expiration of the option exercise period (except as the Committee may
otherwise provide in the Grant Letter). Any of the Grantee's Stock Options which
are not otherwise exercisable as of the date on which the Grantee ceases to be
an employee shall terminate as of such date (except as the Committee may
otherwise provide).

                           (D) In the event of the death of the Grantee while he
is an employee of the Company or within not more than 60 days of the date on
which he ceases to be an employee on account of a termination of employment
specified in Section 5(f)(1)(A) of the Plan (or within such other period of time
as may be specified in the Grant Letter), any Stock Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within one year of
the date on which the Grantee ceases to be an employee (or within such other
period of time as may be specified in the Grant Letter), but in any event no
later than the date of expiration of the option exercise period (except as the
Committee may otherwise provide in the Grant Letter). Any of the Grantee's Stock
Options which are not otherwise exercisable as of the date on which the Grantee
ceases to be an employee shall terminate as of such date (except as the
Committee may otherwise provide).

                           (E) For purposes of this Section 5(f)(1), the
following terms shall be defined as follows: (A) "termination for cause" shall
mean a Grantee's termination of employment from the Company as determined in
accordance with the personnel policies of the Company in effect before any
Change in Control of the Company; and (B) "disability" shall mean a Grantee's
becoming disabled within the meaning of section 22(e)(3) of the Code.

                  (2) NON-EMPLOYEE DIRECTORS AND CONSULTANTS. The following
provisions shall apply solely to Grantees who are Non-Employee Directors or
consultants at the time they cease to serve the Company in such capacity:

                           (A) In the event a Non-Employee Director or
consultant ceases to serve the Company in such capacity for any reason other
than on account of becoming an employee of the Company, or "termination for
cause", as defined below, any Stock Option which is otherwise exercisable by the
Non-Employee or consultant shall not terminate until the date of expiration of
the option exercise period (except as the Committee may otherwise provide in the
Grant Letter). Any of the Non-Employee Director's or consultant's Stock Options
which are not otherwise exercisable as of the date on which the individual
ceases to serve the Company shall terminate as of such date (except as the
Committee may otherwise provide).

                           (B) In the event the Optionee ceases to be a
Non-Employee Director or consultant to the Company on account of a "termination
for cause" by the Company, as determined in accordance with the policies of the
Company in effect before any Change in Control of the Company, any Stock Option
held by the Grantee shall terminate as of the date the Grantee ceases to serve
in such capacity (except as the Committee may otherwise provide).

         (g) SATISFACTION OF OPTION PRICE. The Grantee shall pay the option
price specified in




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the Grant Letter in (i) cash, (ii) with the approval of the Committee, by
delivering shares of Company Stock owned by the Grantee including Company Stock
acquired in connection with the exercise of a particular Stock Option and having
a fair market value on the date of exercise equal to the option price (iii) if,
as directed by the Committee, shares of Company Stock may not be sold
immediately following the exercise of a Stock Option, with the proceeds of a
promissory note payable by the Grantee to the Company, but only in accordance
with the provisions of a Loan Program established by the Company, or any
successor program as in effect from time to time, (A) in a principal amount of
up to 100% of the payment due upon the exercise of the Stock Option, or such
applicable lower percentage as may be specified by the Committee pursuant to the
Loan Program, and (B) bearing interest at a rate not less than the applicable
Federal rate prescribed by Section 1274 of the Code, or such higher rate as may
be specified by the Committee pursuant to the Loan Program or (iv) through any
combination of (i), (ii) or (iii). The Grantee shall pay the option price and
the amount of withholding tax due, if any, at the time of exercise. Shares of
Company Stock shall not be issued or transferred upon exercise of a Stock Option
until the option price is fully paid and any required withholding tax is paid.

         (i) LIMITS ON INCENTIVE STOCK OPTIONS. Each Incentive Stock Option
shall provide that to the extent that the aggregate fair market value of the
Company 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 exceeds $100,000,
then such option as to the excess shall be treated as a Nonqualified Stock
Option. An Incentive Stock Option shall not be granted to any Employee who, at
the time of grant, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or parent of the
Company, unless the option price per share is not less than 110% of the fair
market value of Company Stock on the date of grant and the option exercise
period is not more than five years from the date of grant.

         (j) OPTIONAL PURCHASE BY THE COMPANY. In the sole discretion of the
Committee, in lieu of the exercise of a Stock Option, the Grantee may be
permitted to transfer the Stock Option to the Company in exchange for a cash
payment equal to the excess over the purchase price of the then fair market
value of the shares of Company Stock subject to the Grantee's outstanding Stock
Options. Notwithstanding the foregoing, if any right granted pursuant to this
Subsection would make any corporate transaction ineligible for pooling of
interests accounting treatment under APB No. 16 that but for this provision
would otherwise be eligible for such accounting treatment, or would otherwise
affect the tax treatment of any such transaction, the Grantee shall not be able
to receive a cash payment in lieu of the exercise of his or her Stock Options.

6.       RESTRICTED STOCK GRANTS

         The Committee may issue or transfer shares of Company Stock to an
Employee under a Grant (a "Restricted Stock Grant") pursuant to an incentive or
long range compensation plan or program approved by the Committee and adopted by
the Board. Neither consultants nor Non-Employee Directors shall be eligible to
receive Restricted Stock Grants. The following provisions are applicable to
Restricted Stock Grants:



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         (a) GENERAL REQUIREMENTS. Shares of Company Stock issued pursuant to
Restricted Stock Grants shall be issued for no consideration, at the sole
discretion of the Committee. Subject to any other restrictions by the Committee
as provided pursuant to this Section, restrictions on the transfer of shares of
Company Stock set forth in Section 6(d) shall lapse as to up to one-half of the
shares covered by a Restricted Stock Grant on each anniversary of the date of
the Grant ratably for the first four such anniversary dates and one-half at the
end of year four, or such other date as the Committee may approve until the
restrictions have lapsed on 100% of the shares; provided, however, that upon a
Change in Control of the Company (as defined herein), all restrictions on the
transfer of the shares which have not, prior to such date, been forfeited shall
immediately lapse. The period of years during which the Restricted Stock Grant
will remain subject to restrictions will be designated in the Grant Letter as
the "Restriction Period."

         (b) NUMBER OF SHARES. The Committee shall grant to each Grantee a
number of shares of Company Stock pursuant to a Restricted Stock Grant in such
manner as the Committee determines.

         (c) REQUIREMENT OF EMPLOYMENT. If the Grantee's employment terminates
during a period designated in the Grant Letter as the Restriction Period, the
Committee shall have the right to require the Grantee to surrender immediately
to the Company for cancellation, all shares covered by the Grant as to which
restrictions on transfer have not lapsed, and the Grantee shall cease to have
any rights with respect to the surrendered shares. The Committee may provide for
complete or partial exceptions to this requirement as it deems equitable.

          (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 Company Stock to which such Restriction
Period applies except to a Successor Grantee under Section 8. Each certificate
for a share issued or transferred under a Restricted Stock Grant 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 or
certificates covering any of the shares subject to restrictions when all
restrictions on such shares have lapsed.

         (e) RIGHT TO VOTE AND TO CASH DIVIDENDS. During the Restriction Period,
the Grantee shall have the right to vote shares subject to the Restricted Stock
Grant and to receive any regular cash dividends paid on such shares.

         (f) LAPSE OF RESTRICTIONS. All restrictions imposed under the
Restricted Stock Grant shall lapse upon the expiration of the applicable
Restriction Period; provided, however, that upon a Change in Control of the
Company (as defined herein), all restrictions on the transfer of the shares
which have not, prior to such date, been forfeited shall immediately lapse. In
addition, the Committee may determine as to any or all Restricted Stock Grants,
that all the restrictions shall lapse, without regard to any Restriction Period,
under such circumstances as it deems equitable.

7.       STOCK APPRECIATION RIGHTS



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         (a) The Committee may grant stock appreciation rights ("SARs") to any
Grantee in tandem with any Stock Option, for all or a portion of the applicable
Stock Option, either at the time the Stock Option is granted or at any time
thereafter while the Stock Option remains outstanding; provided, however, that
in the case of an Incentive Stock Option, such rights may be granted only at the
time of the Grant of such Stock Option. The exercise price of each SAR shall be
equal to (i) the exercise price or option price of the related Stock Option or
(ii) the fair market value of a share of Company Stock as of the date of grant
of such SAR, but only in such circumstances where the SAR is granted subsequent
to the date of grant of the related Stock Option and an exercise price
established in accordance with clause (i) above would result in the disallowance
of the Company's expense deduction pursuant to Section 162(m) of the Code and
related Treasury regulations.

         (b) The number of SARs granted to a Grantee which shall be exercisable
during any given period of time shall not exceed the number of shares of Company
Stock which the Grantee may purchase upon the exercise of the related Stock
Option or Stock Options during such period of time. Upon the exercise of a Stock
Option, the SARs relating to the Company Stock covered by such Stock Option
shall terminate. Upon the exercise of SARs, the related Stock Option shall
terminate to the extent of an equal number of shares of Company Stock.

         (c) Upon a Grantee's exercise of some or all of his SARs, the Grantee
shall receive in settlement of such SARs an amount equal to the value of the
stock appreciation for the number of SARs exercised, payable in cash, Company
Stock or a combination thereof. Subject to adjustments required pursuant to
Subsection (a)(ii), the stock appreciation for an SAR is the difference between
the option price specified for the related Stock Option and the fair market
value of the underlying Company Stock on the date of exercise of such SAR.

         (d) At the time of such exercise, the Grantee shall have the right to
elect the portion of the amount to be received that shall consist of cash and
the portion that shall consist of Common Stock, which for purposes of
calculating the number of shares of Company Stock to be received, shall be
valued at their fair market value on the date of exercise of such SARs. The
Committee shall have the right to disapprove a Grantee's election to receive
cash in full or partial settlement of the SARs exercised, and to require that
shares of Company Stock be delivered in lieu of cash. If shares of Company Stock
are to be received upon exercise of an SAR, cash shall be delivered in lieu of
any fractional share.

8.       TRANSFERABILITY OF GRANTS

         Only the Grantee or his or her authorized legal representative may
exercise rights under a Grant. Such persons may not transfer those rights except
by will or by the laws of descent and distribution or, if permitted under Rule
16b-3 of the Exchange Act and if permitted in any specific case by the Committee
in its sole discretion, pursuant to a qualified domestic relations order as
defined under the Code or Title I of ERISA or the regulations thereunder. When a
Grantee dies, the personal representative or other person entitled to succeed to
the rights of the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish satisfactory to the Company of his or her right
to receive the Grant under Grantee's will




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or under the applicable laws of descent and distribution.

         Notwithstanding the foregoing, the Committee may permit an Employee to
transfer rights under a Nonqualified Stock Option to the Employee's spouse,
lineal descendant or to one or more trusts for the benefit of such family group
members or to partnerships in which such family members are the only partners (a
"Family Group Transfer") provided that the Employee receives no consideration
for a Family Group Transfer and the Grant Letter relating to the Stock Options
transferred in a Family Group Transfer continues to apply the same terms and
conditions that were applicable to such Stock Options immediately prior to the
Family Group Transfer. At the discretion of the Committee and upon the advise of
counsel with respect to applicable tax and securities law consequences, a
"Family Group Transfer" may be deemed to include a domestic partner with whom
the Employee shares a residence.

9.       RIGHT OF FIRST REFUSAL

         Prior to the Effective Date specified in Section 21(b), if at any time
an individual desires to sell, encumber, or otherwise dispose of shares of
Company Stock distributed to him by the Committee under this Plan, he shall
first offer the same to the Company by giving the Company written notice
disclosing: (a) the name(s) 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; and (d) all other terms of
the proposed transfer. Within fourteen (14) days after receipt of such notice,
the Company shall have the option to purchase all or part of such Company Stock.
If the Company decides to exercise this option, the purchase price of the
Company Stock shall be the proposed price and may be payable, at the discretion
of the Committee, in substantially equal installments over one year from the
date of purchase.

         In the event the Company 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 his shares of Company Stock on the terms of
the transfer set forth in the written notice to the Company, provided such
transfer is effected within fifteen (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.

         Notwithstanding the foregoing, the Board, in its sole discretion, may
waive the Company's right of first refusal pursuant to this Section to the
extent that exercise of such right would cause any Company Stock issued by the
Company to fail to meet the requirements of "qualified small business stock"
within the meaning of Section 1202 of the Code. To the extent that the Company's
right of first refusal is so waived, the Board may, in its sole discretion,
pass-through such right to the remaining stockholders of the Company on a
pro-rata basis. To the extent that a stockholder has been given such right and
does not purchase his pro-rata allotment, the other stockholders shall have the
right to purchase such allotment on a pro-rata basis.

         On and after the Effective Date specified in Section 21(b), the Company
shall have no further right to purchase shares of Company Stock under this
Section and its limitations shall be




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null and void.

10.      RIGHT OF REPURCHASE UPON DEATH OR TERMINATION OF EMPLOYMENT. Prior to
the Effective Date specified in Section 21(b) of the Plan, the Company shall
have the right to repurchase shares of Company Stock issued under the Plan upon
the death or termination of employment of the Grantee for any reason at a price
paid in cash equal to the fair market value of the shares as determined by the
Committee immediately preceding the date the shares are to be sold. At the
discretion of the Committee, payment for the repurchase of such shares of
Company Stock may be made in substantially equal installments over one year from
the date of purchase.

         Notwithstanding the foregoing, the Board, in its sole discretion, may
waive the Company's right of repurchase pursuant to this Section to the extent
that the repurchase would cause any Company Stock issued by the Company to fail
to meet the requirements of "qualified small business stock" within the meaning
of Section 1202 of the Code. To the extent that the Company's repurchase right
is so waived, the Board may, in its sole discretion, pass-through such right to
the remaining stockholders of the Company on a pro-rata basis. To the extent
that a stockholder has been given such right and does not purchase his pro-rata
allotment, the other stockholders shall have the right to purchase such
allotment on a pro-rata basis.

         On and after the Effective Date specified in Section 21(b), the Company
shall have no further right to purchase shares of Company Stock under this
Section and its limitations shall be null and void.

11.      CHANGE IN CONTROL OF THE COMPANY

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

                  (a) As a result of any transaction, any one stockholder, other
than David J. Brailer, M.D., Ph.D., becomes a beneficial owner (as defined in
Rule 13-d under the Exchange Act), directly or indirectly, of securities of the
Company representing more than 50% of the Common Stock of the Company or the
combined voting power of the Company's then outstanding securities; or

                  (b) The sale of all or substantially all of the Company's
assets occurs.

12.      CONSEQUENCES OF A CHANGE IN CONTROL

         (a) NOTICE.

                  (i) If a Change in Control as described in Section 11(a) or
(b) of the Plan will occur, then, at least 10 days after the approval by the
stockholders of the Company (or approval by the Board, if stockholder action is
not required) of such Change in Control, the Company shall




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                                                                      Page 12

give each optionee with any outstanding Stock Options written notice of such
proposed Change in Control.

                  (ii) If a Change in Control as described in Section 11(a) may
occur without approval by stockholders (or approval by the Board) and does so
occur, then, at least 10 days after such Change in Control, the Company shall
give each optionee with any outstanding Stock Options written notice of the
Change of Control.

         (b) ELECTION PERIOD. In connection with the Change in Control and
effective only upon such Change in Control, each such optionee shall thereupon
have the right, within 20 days after such written notice is sent by the Company
(the "Election Period"), to make an election as described in Subsection (c) with
respect to all of his or her outstanding Stock Options (whether the right to
exercise such Stock Options has then accrued or the right to exercise such Stock
Options will occur or has occurred upon the Change in Control pursuant to
Section 5(d) of the Plan).

         (c) ELECTION RIGHT. During the Election Period, each such optionee
shall have the right to elect:

                  (i) To exercise in full any installments of such Stock Options
not previously exercised or,

                  (ii) To surrender all or part of such outstanding Stock
Options, in exchange for a cash payment by the Company in an amount equal to the
excess over the purchase price of the then Change of Control Price (as defined
below) of the shares of Common Stock subject to the optionee's outstanding Stock
Options.

         (d) TERMINATION OF STOCK OPTIONS. If an optionee does not make a timely
election in accordance with Subsection (c) in connection with a Change in
Control described in Section 11(a) where the Company is not the surviving
corporation (or survives only as a subsidiary of another corporation), such
Stock Options shall terminate as of the Change of Control. Notwithstanding the
foregoing, an option will not terminate if assumed by the surviving or acquiring
corporation, or its parent, upon a merger or consolidation and, with respect to
an Incentive Stock Option, the assumption of the option occurs under
circumstances which are not deemed a modification of the option within the
meaning of Sections 424(a) and 424(h)(3)(A) of the Code.

         (e) ACCOUNTING AND TAX LIMITATIONS.

                  (i) Notwithstanding the foregoing, if the right described in
Subsection (c)(ii) would make the applicable Change in Control ineligible for
pooling of interest accounting treatment under APB No. 16 or make such Change of
Control ineligible for desired tax treatment with respect to such Change of
Control, that but for those provisions would otherwise be eligible for such
treatment the optionee shall receive shares of Common Stock with a fair market
value (as defined in Section 5(b)) equal to the cash that would otherwise be
payable hereunder in




<PAGE>

                                                                       Page 13

substitution for the cash.

                  (ii) Notwithstanding the foregoing, if the termination of the
Stock Options described in Subsection (d) would make the applicable Change in
Control ineligible for pooling of interest accounting treatment under APB No.
16, that but for such provision would otherwise be eligible for such treatment,
each affected optionee shall receive a replacement or substitute stock option
issued by the surviving or acquiring corporation.

         (f) CHANGE IN CONTROL PRICE. For purposes of this Section, Change in
Control Price shall mean the higher of:

                  (i) the highest reported sales price of a share of Common
Stock in any transaction reported on an exchange or NASDAQ, or paid in any
private transaction during the 60-day period prior to and including the date of
the approval of the stockholders of the Company of such Change of Control and

                  (ii) if the Change in Control is the result of a tender or
exchange offer, the highest price per share of Common Stock paid in such tender
or exchange offer.

13.      AMENDMENT AND TERMINATION OF THE PLAN

         (a) AMENDMENT. The Board, by written resolution, may amend or terminate
the Plan at any time; provided, however, that any amendment that increases the
aggregate number (or individual limit for any single Grantee) of shares of
Company Stock that may be issued or transferred under the Plan (other than by
operation of Section 3(b)), or modifies the requirements as to eligibility for
participation in the Plan, shall be subject to approval by the stockholders of
the Company, and provided, further, that the Board shall not amend the Plan
without stockholder approval if such approval is required by Section 162(m) of
the Code.

         (b) TERMINATION OF PLAN. The Plan shall terminate on the tenth
anniversary of its effective date unless terminated earlier by the Board or
unless extended by the Board with the approval of the stockholders.

         (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
Committee acts under Section 22(b) hereof. The termination of the Plan shall not
impair the power and authority of the Committee with respect to an outstanding
Grant. Whether or not the Plan has terminated, an outstanding Grant may be
terminated or amended under Section 22(b) hereof 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, its successors and assigns.



<PAGE>

                                                                       Page 14

14.      COVENANT NOT TO COMPETE; CONFIDENTIALITY AGREEMENT. All Grantees shall
be required, as a condition of the Grantee's acceptance of the Grant, to be
bound by a covenant not to compete and/or a confidentiality agreement with the
Company containing such terms as the Committee and the Board shall deem
advisable, unless the Committee shall determine otherwise.

15.      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.

16.      RIGHTS OF PARTICIPANTS

         Nothing in this Plan shall entitle any Employee, Non-Employee Director,
consultant 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 individual any rights to be retained by or in the employ of the
Company or any other employment rights.

17.      NO FRACTIONAL SHARES

         No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant. The Committee 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.

18.      WITHHOLDING OF TAXES

         The Company shall have the right to deduct from all Grants paid in
cash, or from other wages paid to the employee of the Company, any federal,
state or local taxes required by law to be withheld with respect to such cash
awards and, in the case of Grants paid in Company Stock, the Grantee or other
person receiving such shares shall be required to pay to the Company the amount
of any such taxes which the Company is required to withhold with respect to such
Grants or the Company shall have the right to deduct from other wages paid to
the employee by the Company the amount of any withholding due with respect to
such Grants.

19.      REQUIREMENTS FOR ISSUANCE 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 Committee. The Committee 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 subsequent disposition of such shares of
Company Stock as the Committee shall deem necessary or advisable as a result of
any applicable




<PAGE>

                                                                       Page 15

law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company Stock issued under the Plan will be
subject to such stop-transfer orders and other restrictions as may be applicable
under such laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.

20.      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.

21.      EFFECTIVE DATE

         (a) EFFECTIVE DATE OF THE PLAN. Subject to the approval of the
Company's stockholders, this Plan as amended and restated shall be effective as
of December 24, 1998.

         (b) EFFECTIVENESS OF SECTION 16 AND SECTION 162(M) PROVISIONS. The
provisions of the Plan 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 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.

22.      MISCELLANEOUS

         (a) SUBSTITUTE GRANTS. The Committee 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 or any of its subsidiaries in substitution for a stock
option or restricted stock grant made by such corporation ("Substituted Stock
Incentives"). The terms and conditions of the substitute grant may vary from the
terms and conditions required by the Plan and from those of the Substituted
Stock Incentives. The Committee shall prescribe the provisions of the substitute
grants.

         (b) COMPLIANCE WITH LAW. The Plan, the exercise of Stock Options and
the 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
an governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Exchange Act, 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 successors under the Exchange Act. The Committee
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 Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.

         (c) OWNERSHIP OF STOCK. A Grantee or Successor Grantee shall have no
rights as a stockholder with respect to any shares of Company Stock covered by a
Grant until the shares are




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                                                                       Page 16

issued or transferred to the Grantee or Successor Grantee on the stock transfer
records of the Company.

         (d) GOVERNING LAW. The validity, construction, interpretation and
effect of the Plan and Grant Letters issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania.