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                                                                    Exhibit 10.2


                          EYETECH PHARMACEUTICALS, INC.

                            2003 STOCK INCENTIVE PLAN

1.       Purpose

         The purpose of this 2003 Stock Incentive Plan (the "Plan") of Eyetech
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the "Code") and any other
business venture (including, without limitation, joint venture or limited
liability company) in which the Company has a controlling interest, as
determined by the Board of Directors of the Company (the "Board").

2.       Eligibility

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

3.       Administration and Delegation

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

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

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



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

4.       Stock Available for Awards

         (a) Number of Shares. Subject to adjustment under Section 8, Awards may
be made under the Plan for up to the number of shares of the Company's common
stock, par value $0.01 per share (the "Common Stock"), that is equal to the sum
of:

                  (1)      4,400,000 shares of Common Stock; plus

                  (2)      an annual increase to be added on the first day of
                           each of the Company's fiscal years during the period
                           beginning in fiscal year 2005 and ending on the
                           second day of fiscal year 2013 equal to the lowest of
                           (i) 2,500,000 shares of Common Stock, (ii) 5% of the
                           outstanding shares on such date and (iii) an amount
                           determined by the Board.

         Notwithstanding clause (2) above, in no event shall the number of
shares available under this Plan be increased as set forth in clause (2) to the
extent such increase, in addition to any other increases proposed by the Board
in the number of shares available for issuance under all other employee or
director stock plans, including, without limitation, employee stock purchase
plans, would result in the total number of shares then available for issuance
under all employee and director stock plans exceeding 30% of the outstanding
shares of the Company on the first day of the applicable fiscal year.

         If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part (including as
the result of shares of Common Stock subject to such Award being repurchased by
the Company at the original issuance price pursuant to a contractual repurchase
right) or results in any Common Stock not being issued, the unused Common Stock
covered by such Award shall again be available for the grant of Awards under the
Plan, subject, however, in the case of Incentive Stock Options, to any
limitations under the Code. Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.

         (b) Per-Participant Limit. Subject to adjustment under Section 8, for
Awards granted after the Common Stock is registered under the Exchange Act, the
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan shall be 350,000 per calendar year.
The per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").


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5.       Stock Options

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

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

         (c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

         (d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

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

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

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

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

                  (3)      when the Common Stock is registered under the
                           Exchange Act, by delivery of shares of Common Stock
                           owned by the Participant valued at their fair market
                           value as determined by (or in a manner approved by)
                           the Board in good faith ("Fair Market Value"),
                           provided (i) such method of


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                           payment is then permitted under applicable law and
                           (ii) such Common Stock, if acquired directly from the
                           Company, was owned by the Participant at least six
                           months prior to such delivery;

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

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

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

         (h) Repricing of Options. The Board shall have the authority, at any
time and from time to time, with the consent of the affected Participants, to
amend any or all outstanding Options granted under the Plan to provide an Option
exercise price per share which may be lower or higher than the original Option
exercise price, and/or to cancel any such Options and grant in substitution
therefor other Awards, including new Options, covering the same or different
numbers of shares of Common Stock having an Option exercise price per share
which may be lower or higher than the exercise price of the canceled Options.

6.       Restricted Stock

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

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

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


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7.       Other Stock-Based Awards

         The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

8.       Adjustments for Changes in Common Stock and Certain Other Events

         (a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (v) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 8(a)
applies and Section 8(c) also applies to any event, Section 8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

         (b) Liquidation or Dissolution. In the event of a proposed liquidation
or dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised vested Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

         (c) Reorganization and Change in Control Events.

                  (1)      Definitions.

                           (a)      A "Reorganization Event" shall mean:

                                    (i)      any merger or consolidation of the
                                             Company with or into another entity
                                             as a result of which all of the
                                             Common Stock of the Company is
                                             converted into or exchanged for the
                                             right to receive cash, securities
                                             or other property; or

                                    (ii)     any exchange of all of the Common
                                             Stock of the Company for cash,
                                             securities or other property
                                             pursuant to a share exchange
                                             transaction.

                           (b)      A "Change in Control Event" shall mean:


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                                    (i)      the acquisition by an individual,
                                             entity or group (within the meaning
                                             of Section 13(d)(3) or 14(d)(2) of
                                             the Exchange Act) (a "Person") of
                                             beneficial ownership of any capital
                                             stock of the Company if, after such
                                             acquisition, such Person
                                             beneficially owns (within the
                                             meaning of Rule 13d-3 promulgated
                                             under the Exchange Act) 50% or more
                                             of either (x) the then-outstanding
                                             shares of common stock of the
                                             Company (the "Outstanding Company
                                             Common Stock") or (y) the combined
                                             voting power of the
                                             then-outstanding securities of the
                                             Company entitled to vote generally
                                             in the election of directors (the
                                             "Outstanding Company Voting
                                             Securities"); provided, however,
                                             that for purposes of this
                                             subsection (i), the following
                                             acquisitions shall not constitute a
                                             Change in Control Event: (A) any
                                             acquisition directly from the
                                             Company (excluding an acquisition
                                             pursuant to the exercise,
                                             conversion or exchange of any
                                             security exercisable for,
                                             convertible into or exchangeable
                                             for common stock or voting
                                             securities of the Company, unless
                                             the Person exercising, converting
                                             or exchanging such security
                                             acquired such security directly
                                             from the Company or an underwriter
                                             or agent of the Company), (B) any
                                             acquisition by any employee benefit
                                             plan (or related trust) sponsored
                                             or maintained by the Company or any
                                             corporation controlled by the
                                             Company, or (C) any acquisition by
                                             any corporation pursuant to a
                                             Business Combination (as defined
                                             below) which complies with clauses
                                             (x) and (y) of subsection (iii) of
                                             this definition; or

                                    (ii)     such time as the Continuing
                                             Directors (as defined below) do not
                                             constitute a majority of the Board
                                             (or, if applicable, the Board of
                                             Directors of a successor
                                             corporation to the Company), where
                                             the term "Continuing Director"
                                             means at any date a member of the
                                             Board (x) who was a member of the
                                             Board on the date of the initial
                                             adoption of this Plan by the Board
                                             or (y) who was nominated or elected
                                             subsequent to such date by at least
                                             a majority of the directors who
                                             were Continuing Directors at the
                                             time of such nomination or election
                                             or whose election to the Board was
                                             recommended or endorsed by at least
                                             a majority of the directors who
                                             were Continuing Directors at the
                                             time of such nomination or
                                             election; provided, however, that
                                             there shall be excluded from this
                                             clause (y) any individual whose
                                             initial assumption of office
                                             occurred as a result of an actual
                                             or threatened election contest with
                                             respect to the election or removal
                                             of directors or other actual or
                                             threatened solicitation of proxies


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                                             or consents, by or on behalf of a
                                             person other than the Board; or

                                    (iii)    the consummation of a merger,
                                             consolidation, reorganization,
                                             recapitalization or share exchange
                                             involving the Company or a sale or
                                             other disposition of all or
                                             substantially all of the assets of
                                             the Company (a "Business
                                             Combination"), unless, immediately
                                             following such Business
                                             Combination, each of the following
                                             two conditions is satisfied: (x)
                                             all or substantially all of the
                                             individuals and entities who were
                                             the beneficial owners of the
                                             Outstanding Company Common Stock
                                             and Outstanding Company Voting
                                             Securities immediately prior to
                                             such Business Combination
                                             beneficially own, directly or
                                             indirectly, more than 50% of the
                                             then-outstanding shares of common
                                             stock and the combined voting power
                                             of the then-outstanding securities
                                             entitled to vote generally in the
                                             election of directors,
                                             respectively, of the resulting or
                                             acquiring corporation in such
                                             Business Combination (which shall
                                             include, without limitation, a
                                             corporation which as a result of
                                             such transaction owns the Company
                                             or substantially all of the
                                             Company's assets either directly or
                                             through one or more subsidiaries)
                                             (such resulting or acquiring
                                             corporation is referred to herein
                                             as the "Acquiring Corporation") in
                                             substantially the same proportions
                                             as their ownership of the
                                             Outstanding Company Common Stock
                                             and Outstanding Company Voting
                                             Securities, respectively,
                                             immediately prior to such Business
                                             Combination and (y) no Person
                                             (excluding the Acquiring
                                             Corporation or any employee benefit
                                             plan (or related trust) maintained
                                             or sponsored by the Company or by
                                             the Acquiring Corporation)
                                             beneficially owns, directly or
                                             indirectly, 50% or more of the
                                             then-outstanding shares of common
                                             stock of the Acquiring Corporation,
                                             or of the combined voting power of
                                             the then-outstanding securities of
                                             such corporation entitled to vote
                                             generally in the election of
                                             directors (except to the extent
                                             that such ownership existed prior
                                             to the Business Combination).

                           (c)      "Cause" shall mean any (i) willful failure
                                    by the Participant, which failure is not
                                    cured within 30 days of written notice to
                                    the Participant from the Company, to perform
                                    the material duties properly assigned to the
                                    Participant by the Company, (ii) willful
                                    misconduct by the Participant which affects
                                    the business reputation of the Company,
                                    (iii) material breach by the Participant of
                                    any employment, confidentiality,
                                    non-competition or non-solicitation
                                    agreement with the Company, (iv) conviction
                                    or plea of nolo


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                                    contendere (no contest) by the Participant
                                    to a felony, or (v) commission by the
                                    Participant of any act involving fraud,
                                    theft or dishonesty with respect to the
                                    Company's business or affairs. The
                                    Participant shall be considered to have been
                                    discharged for "Cause" if the Company
                                    determines, within 30 days after the
                                    Participant's resignation, that discharge
                                    for Cause was warranted.

                  (2)      Effect on Options.

                           (a)      Reorganization Event. Upon the occurrence of
                                    a Reorganization Event (regardless of
                                    whether such event also constitutes a Change
                                    in Control Event), or the execution by the
                                    Company of any agreement with respect to a
                                    Reorganization Event (regardless of whether
                                    such event will result in a Change in
                                    Control Event), the Board shall provide that
                                    all outstanding Options shall be assumed, or
                                    equivalent options shall be substituted, by
                                    the acquiring or succeeding corporation (or
                                    an affiliate thereof); provided, however,
                                    that if such Reorganization Event also
                                    constitutes a Change in Control Event,
                                    except to the extent specifically provided
                                    to the contrary in the instrument evidencing
                                    any Option or any other agreement between a
                                    Participant and the Company, such assumed or
                                    substituted options shall become immediately
                                    exercisable in full if, on or prior to the
                                    date that is six months after the date of
                                    the consummation of the Reorganization
                                    Event, the Participant's employment with the
                                    Company or the acquiring or succeeding
                                    corporation is terminated without Cause by
                                    the Company or the acquiring or succeeding
                                    corporation. For purposes hereof, an Option
                                    shall be considered to be assumed if,
                                    following consummation of the Reorganization
                                    Event, the Option confers the right to
                                    purchase, for each share of Common Stock
                                    subject to the Option immediately prior to
                                    the consummation of the Reorganization
                                    Event, the consideration (whether cash,
                                    securities or other property) received as a
                                    result of the Reorganization Event by
                                    holders of Common Stock for each share of
                                    Common Stock held immediately prior to the
                                    consummation of the Reorganization Event
                                    (and if holders were offered a choice of
                                    consideration, the type of consideration
                                    chosen by the holders of a majority of the
                                    outstanding shares of Common Stock);
                                    provided, however, that if the consideration
                                    received as a result of the Reorganization
                                    Event is not solely common stock of the
                                    acquiring or succeeding corporation (or an
                                    affiliate thereof), the Company may, with
                                    the consent of the acquiring or succeeding
                                    corporation, provide for the consideration
                                    to be received upon the exercise of Options
                                    to consist solely of common stock of the
                                    acquiring or succeeding corporation (or an
                                    affiliate thereof) equivalent in fair market
                                    value to the per share consideration
                                    received by holders of outstanding shares of
                                    Common Stock as a result of the
                                    Reorganization Event.


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

                           (b)      Change in Control Event that is not a
                                    Reorganization Event. Upon the occurrence of
                                    a Change in Control Event that does not also
                                    constitute a Reorganization Event, except to
                                    the extent specifically provided to the
                                    contrary in the instrument evidencing any
                                    Option or any other agreement between a
                                    Participant and the Company, each
                                    then-outstanding Option shall continue to
                                    become vested in accordance with the
                                    original vesting schedule set forth in such
                                    Option; provided, however, that each such
                                    Option shall become immediately exercisable
                                    in full if, on or prior to the date that is
                                    six months after the date of the
                                    consummation of the Change in Control Event,
                                    the Participant's employment with the
                                    Company or the acquiring or succeeding
                                    corporation is terminated without Cause by
                                    the Company or the acquiring or succeeding
                                    corporation.

                  (3)      Effect on Restricted Stock Awards.

                           (a)      Reorganization Event that is not a Change in
                                    Control Event. Upon the occurrence of a
                                    Reorganization Event that is not a Change in
                                    Control Event, the repurchase and other
                                    rights of the Company under each outstanding
                                    Restricted Stock Award shall inure to the
                                    benefit of the Company's successor and shall
                                    apply to the cash, securities or other
                                    property which the Common Stock was
                                    converted into or exchanged for pursuant to
                                    such Reorganization Event in the same manner
                                    and to the same extent as they applied to
                                    the Common Stock subject to such Restricted
                                    Stock Award.


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                           (b)      Change in Control Event. Upon the occurrence
                                    of a Change in Control Event (regardless of
                                    whether such event also constitutes a
                                    Reorganization Event), except to the extent
                                    specifically provided to the contrary in the
                                    instrument evidencing any Restricted Stock
                                    Award or any other agreement between a
                                    Participant and the Company, each
                                    then-outstanding Restricted Stock Award
                                    shall continue to become free from
                                    conditions or restrictions in accordance
                                    with the original schedule set forth in such
                                    Restricted Stock Award; provided, however,
                                    that each such Restricted Stock Award shall
                                    immediately become free from all conditions
                                    or restrictions if, on or prior to the date
                                    that is six months after the date of the
                                    consummation of the Change in Control Event,
                                    the Participant's employment with the
                                    Company or the acquiring or succeeding
                                    corporation is terminated without Cause by
                                    the Company or the acquiring or succeeding
                                    corporation.

                  (4)      Effect on Other Awards.

                           (a)      Reorganization Event that is not a Change in
                                    Control Event. The Board shall specify the
                                    effect of a Reorganization Event that is not
                                    a Change in Control Event on any other Award
                                    granted under the Plan at the time of the
                                    grant of such Award.

                           (b)      Change in Control Event. Upon the occurrence
                                    of a Change in Control Event (regardless of
                                    whether such event also constitutes a
                                    Reorganization Event), except to the extent
                                    specifically provided to the contrary in the
                                    instrument evidencing any other Award or any
                                    other agreement between a Participant and
                                    the Company, each such then-outstanding
                                    Award shall continue to become exercisable,
                                    realizable, vested or free from conditions
                                    or restrictions in accordance with the
                                    original schedule set forth in such Award;
                                    provided, however, that each such Award
                                    shall immediately become fully exercisable,
                                    realizable, vested or free from conditions
                                    or restrictions if, on or prior to the date
                                    that is six months after the date of the
                                    consummation of the Change in Control Event,
                                    the Participant's employment with the
                                    Company or the acquiring or succeeding
                                    corporation is terminated without Cause by
                                    the Company or the acquiring or succeeding
                                    corporation.

9.       General Provisions Applicable to Awards

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


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

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

         (d) Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

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

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

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

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


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<PAGE>

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

10.      Miscellaneous

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

         (b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

         (c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which the Securities and Exchange Commission declares the
registration statement on Form S-1 for the initial public offering of the
Company's Common Stock effective (the "Effective Date"). No Awards shall be
granted under the Plan after the completion of ten years from the earlier of (i)
the Effective Date or (ii) the date the Plan was approved by the Company's
stockholders, but Awards previously granted may extend beyond that date.

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

         (e) Authorization of Sub-Plans. The Board may from time to time
establish one or more sub-plans under the Plan for purposes of satisfying
applicable blue sky, securities or tax laws of various jurisdictions. The Board
shall establish such sub-plans by adopting supplements to this Plan containing
(i) such limitations on the Board's discretion under the Plan as the Board deems
necessary or desirable or (ii) such additional terms and conditions not
otherwise


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<PAGE>

inconsistent with the Plan as the Board shall deem necessary or desirable. All
supplements adopted by the Board shall be deemed to be part of the Plan, but
each supplement shall apply only to Participants within the affected
jurisdiction and the Company shall not be required to provide copies of any
supplement to Participants in any jurisdiction which is not the subject of such
supplement.

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


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