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                                                                   EXHIBIT 10.14

                              AMENDED AND RESTATED
                       ADVANCIS PHARMACEUTICAL CORPORATION
                              STOCK INCENTIVE PLAN

1.       ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS

         ADVANCIS PHARMACEUTICAL CORPORATION, a Delaware corporation (the
"Company"), hereby establishes the AMENDED AND RESTATED ADVANCIS PHARMACEUTICAL
CORPORATION STOCK INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to
promote the long-term growth and profitability of the Company by (i) providing
key people with incentives to improve stockholder value and to contribute to the
growth and financial success of the Company, and (ii) enabling the Company to
attract, retain and reward the best-available persons. This Plan is a
continuation, and amendment and restatement, of the Company's 2000 Stock
Incentive Plan, the provisions of which shall continue to control with respect
to any options or stock awards outstanding thereunder to the extent necessary to
avoid establishment of a new measurement date for financial accounting purposes
and to preserve the status of any options that are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code.

         The Plan permits the granting of stock options (including incentive
stock options qualifying under Code section 422 and nonqualified stock options),
stock appreciation rights, restricted or unrestricted stock awards, phantom
stock, performance awards, other stock-based awards, or any combination of the
foregoing.

2.       DEFINITIONS

         Under this Plan, except where the context otherwise indicates, the
following definitions apply:

         (a)      "Administrator" means the Board, the Compensation Committee of
the Board or such other committee(s) or officer(s) appointed by the Board that
have authority to administer the Plan as provided in Section 3 hereof.

         (b)      "Affiliate" means any entity, whether now or hereafter
existing, which controls, is controlled by, or is under common control with, the
Company (including, but not limited to, joint ventures, limited liability
companies, and partnerships). For this purpose, "control" shall mean ownership
of 50% or more of the total combined voting power or value of all classes of
stock or interests of the entity.

         (c)      "Award" means any stock option, stock appreciation right,
stock award, phantom stock award, performance award, or other stock-based award.

         (d)      "Board" means the Board of Directors of the Company.

         (e)      "Change in Control" means: (i) the acquisition (other than
from the Company), in one or more transactions, by any Person of the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) of 33% or more of (A) the then outstanding
shares of the securities of the Company, or (B) the combined voting power of the
then outstanding Company Voting Stock; (ii) the closing of a sale or other
conveyance of assets representing 50% or more of the fair market value of the
Company's consolidated assets (in a single transaction or in a series of related
transactions); (iii) the dissolution or liquidation of the Company; (iv) a
change in the composition of the Company's Board of Directors, as a result of
which, fewer than one-half of the incumbent directors after such change are
directors who either (A) had been directors of the Company 24 months prior to
such change or (B) were elected, or nominated for election, to the Board of
Directors with the approval of at least a majority of the directors who had been
the

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Company's directors 24 months prior to such change and who were still in office
at the time of the election or nomination; or (v) the effective time of any
merger, share exchange, consolidation, or other business combination involving
the Company if immediately after such transaction persons who hold a majority of
the outstanding voting securities entitled to vote generally in the election of
directors of the surviving entity (or the entity owning 100% of such surviving
entity) are not persons who, immediately prior to such transaction, held a
majority of the Company Voting Stock; provided, however, that a Change in
Control shall not include (X) a public offering of capital stock of the Company;
(Y) any distribution of capital stock of the Company by a partnership or limited
liability company to a partner of such partnership or member of such limited
liability company in respect of the interest of such partner or member and
without the payment of additional consideration; or (Z) any transaction pursuant
to which shares of capital stock of the Company are transferred or issued to any
trust, charitable organization, foundation, family partnership or other entity
controlled directly or indirectly by, or established for the benefit of any of
the current or former executive officers of the Company or their immediate
family members (including spouses, children, grandchildren, parents, and
siblings, in each case to include adoptive relations), or transferred to any
such immediate family members.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder.

         (g)      "Common Stock" means shares of common stock of the Company,
par value of one cent ($0.01) per share.

         (h)      "Company Voting Stock" means securities of the Company
entitled to vote generally in the election of directors.

         (i)      "Eligible Director" means a director of the Company who is not
an employee of the Company or any Affiliate.

         (j)      "Fair Market Value" means, with respect to a share of the
Company's Common Stock for any purpose on a particular date, the value
determined by the Administrator in good faith. However, if the Common Stock is
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended, and listed for trading on a national exchange or market, "Fair
Market Value" means, as applicable, (i) either the closing price or the average
of the high and low sale price on the relevant date, as determined in the
Administrator's discretion, quoted on the New York Stock Exchange, the American
Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on the
relevant date quoted on the Nasdaq SmallCap Market; (iii) the average of the
high bid and low asked prices on the relevant date quoted on the Nasdaq OTC
Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable
service as determined in the Administrator's discretion; or (iv) if the Common
Stock is not quoted by any of the above, the average of the closing bid and
asked prices on the relevant date furnished by a professional market maker for
the Common Stock, or by such other source, selected by the Administrator. If no
public trading of the Common Stock occurs on the relevant date but the shares
are so listed, then Fair Market Value shall be determined as of the next
preceding date on which trading of the Common Stock does occur. For all purposes
under this Plan, the term "relevant date" as used in this Section 2(j) means
either the date as of which Fair Market Value is to be determined or the next
preceding date on which public trading of the Common Stock occurs, as determined
in the Administrator's discretion.

         (k)      "Grant Agreement" means a written document memorializing the
terms and conditions of an Award granted pursuant to the Plan and shall
incorporate the terms of the Plan.

         (l)      "Person" means any individual, entity or group within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended, other than: employee benefit plans sponsored or

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maintained by the Company or by Affiliates controlled by the Company, or an
underwriter of the Common Stock in a registered public offering.

3.       ADMINISTRATION

         (a)      Administration of the Plan. The Plan shall be administered by
the Board or by the Compensation Committee of the Board or such other committee
or committees as may be appointed by the Board from time to time. To the extent
allowed by applicable state law, the Board by resolution may authorize an
officer or officers to grant Awards (other than Stock Awards) to other officers
and employees of the Company and its Affiliates, and, to the extent of such
authorization, such officer or officers shall be the Administrator.

         (b)      Powers of the Administrator. The Administrator shall have all
the powers vested in it by the terms of the Plan, such powers to include
authority, in its sole and absolute discretion, to grant Awards under the Plan,
prescribe Grant Agreements evidencing such Awards and establish programs for
granting Awards.

         The Administrator shall have full power and authority to take all other
actions necessary to carry out the purpose and intent of the Plan, including,
but not limited to, the authority to: (i) determine the eligible persons to
whom, and the time or times at which Awards shall be granted; (ii) determine the
types of Awards to be granted; (iii) except for Awards granted pursuant to
Section 6(a)(ii), determine the number of shares to be covered by or used for
reference purposes for each Award; (iv) impose such terms, limitations,
restrictions and conditions upon any such Award as the Administrator shall deem
appropriate; (v) modify, amend, extend, renew or reprice outstanding Awards, or
accept the surrender of outstanding Awards and substitute new Awards (provided
however, that, except as provided in Section 7(d) of the Plan, any modification
that would materially adversely affect any outstanding Award shall not be made
without the consent of the holder); (vi) accelerate or otherwise change the time
in which an Award may be exercised or becomes payable and to waive or accelerate
the lapse, in whole or in part, of any restriction or condition with respect to
such Award, including, but not limited to, any restriction or condition with
respect to the vesting or exercisability of an Award following termination of
any grantee's employment or other relationship with the Company; (vii) establish
objectives and conditions, if any, for earning Awards and determining whether
Awards will be paid after the end of a performance period; and (viii) for any
purpose, including but not limited to, qualifying for preferred tax treatment
under foreign tax laws or otherwise complying with the regulatory requirements
of local or foreign jurisdictions, to establish, amend, modify, administer or
terminate sub-plans, and prescribe, amend and rescind rules and regulations
relating to such sub-plans.

         The Administrator shall have full power and authority, in its sole and
absolute discretion, to administer and interpret the Plan, Grant Agreements and
all other documents relevant to the Plan and Awards issued thereunder, and to
adopt and interpret such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct of its
business as the Administrator deems necessary or advisable.

         Awards to Eligible Directors, as provided in Section 6(a)(ii), shall be
automatic and nondiscretionary to the extent provided in Section 6(a)(ii).

         (c)      Non-Uniform Determinations. The Administrator's determinations
under the Plan (including without limitation, determinations of the persons to
receive Awards, the form, amount and timing of such Awards, the terms and
provisions of such Awards and the Grant Agreements evidencing such Awards) need
not be uniform and may be made by the Administrator selectively among persons
who receive, or are eligible to receive, Awards under the Plan, whether or not
such persons are similarly situated.

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         (d)      Limited Liability. To the maximum extent permitted by law, no
member of the Administrator shall be liable for any action taken or decision
made in good faith relating to the Plan or any Award thereunder.

         (e)      Indemnification. To the maximum extent permitted by law and by
the Company's charter and by-laws, the members of the Administrator shall be
indemnified by the Company in respect of all their activities under the Plan.

         (f)      Effect of Administrator's Decision. All actions taken and
decisions and determinations made by the Administrator on all matters relating
to the Plan pursuant to the powers vested in it hereunder shall be in the
Administrator's sole and absolute discretion and shall be conclusive and binding
on all parties concerned, including the Company, its stockholders, any
participants in the Plan and any other employee, consultant, or director of the
Company, and their respective successors in interest.

4.       SHARES AVAILABLE FOR THE PLAN


         Subject to adjustments as provided in Section 7(d) of the Plan, the
shares of Common Stock that may be issued with respect to Awards granted under
the Plan shall not exceed an aggregate of 9,330,080 shares* of Common Stock.
The Company shall reserve such number of shares for Awards under the Plan,
subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or
portion of an Award, under the Plan expires or terminates unexercised, becomes
unexercisable or is forfeited or otherwise terminated, surrendered or canceled
as to any shares, or if any shares of Common Stock are repurchased at or below
cost by or surrendered to the Company in connection with any Award (whether or
not such surrendered shares were acquired pursuant to any Award), or if any
shares are withheld by the Company, the shares subject to such Award and the
repurchased, surrendered and withheld shares shall thereafter be available for
further Awards under the Plan; provided, however, that any such shares that are
surrendered to or repurchased or withheld by the Company in connection with any
Award or that are otherwise forfeited after issuance shall not be available for
purchase pursuant to incentive stock options intended to qualify under Code
section 422.


5.       PARTICIPATION

         Participation in the Plan shall be open to all employees, officers, and
directors of, and other individuals providing bona fide services to or for, the
Company, or of any Affiliate of the Company, as may be selected by the
Administrator from time to time. The Administrator may also grant Awards to
individuals in connection with hiring, retention or otherwise, prior to the date
the individual first performs services for the Company or an Affiliate, provided
that such Awards shall not become vested or exercisable prior to the date the
individual first commences performance of such services.

6.       AWARDS

         The Administrator, in its sole discretion, establishes the terms of all
Awards granted under the Plan. Awards may be granted individually or in tandem
with other types of Awards. All Awards are subject to the terms and conditions
provided in the Grant Agreement. The Administrator may permit or require a
recipient of an Award to defer such individual's receipt of the payment of cash
or the delivery of Common Stock that would otherwise be due to such individual
by virtue of the exercise of, payment of, or lapse or waiver of restrictions
respecting, any Award. If any such payment deferral is required or permitted,
the Administrator shall, in its sole discretion, establish rules and procedures
for such payment deferrals.

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* Prior to giving effect to a 1 for 1.83008 reverse stock split, which will
occur before the Company's initial public offering is declared effective.

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         (a)      Stock Options.

                  (i)      The Administrator may from time to time grant to
eligible participants Awards of incentive stock options as that term is defined
in Code section 422 or nonqualified stock options; provided, however, that
Awards of incentive stock options shall be limited to employees of the Company
or of any current or hereafter existing "parent corporation" or "subsidiary
corporation," as defined in Code sections 424(e) and (f), respectively, of the
Company, and any other persons who are eligible to receive incentive stock
options within the meaning of Code section 422. Options intended to qualify as
incentive stock options under Code section 422 must have an exercise price at
least equal to Fair Market Value as of the date of grant, but nonqualified stock
options may be granted with an exercise price less than Fair Market Value. No
stock option shall be an incentive stock option unless so designated by the
Administrator at the time of grant or in the Grant Agreement evidencing such
stock option.

                  (ii)     Notwithstanding anything in the Plan to the contrary,
automatic options grants shall be made under this Plan to Eligible Directors as
follows:


                           (A)      Each person who first becomes an Eligible
Director after September 2, 2003 shall be granted an option to purchase
54,903 shares* of Common Stock (the "Initial Grant") on the date on which he
or she is initially elected or appointed to the Board.


                           (B)      Each Eligible Director shall be granted an
additional option to purchase 36,602 shares(*) of Common Stock (an "Annual
Grant") on the date of each annual general stockholders' meeting at which
members of the Board are elected or re-elected, provided however, that he or she
continues to serve as an Eligible Director immediately following the meeting.

                           (C)      The exercise price per share for each option
granted under this Section 6(a)(ii) shall be the Fair Market Value per share of
Common Stock on the date of grant of the option. For purposes of the immediately
preceding sentence, Fair Market Value shall mean, at any time when the Common
Stock is listed on the Nasdaq National Market or a similar national exchange or
market, the closing price per share of the Company's Common Stock on the Nasdaq
National Market, or the principal exchange or market on which the Common Stock
is then listed, on the date of grant, and if no such price is reported on such
date, such price as reported on the nearest preceding date on which such price
is reported.

                           (D)      Each Initial Grant shall vest in 36 equal,
monthly installments, in arrears, beginning immediately following the grant
date. Each Annual Grant shall vest in 12 equal, monthly installments, in
arrears, beginning immediately following the grant date. No option granted to an
Eligible Director under this Section 6(a)(ii) shall become vested with respect
to any shares of Common Stock after the date on which such Eligible Director
ceases to serve as a member of the Board. An option granted to an Eligible
Director under this Section 6(a)(ii) may be exercised from time to time, in
whole or in part, prior to the earlier of (x) 180 days after a grantee ceases to
serve as a Director (one year if the grantee ceases to serve because of his or
her death or permanent and total disability) or (y) the tenth anniversary of the
date of grant.

                           (E)      In the event of a Change in Control, any
outstanding options granted pursuant to this Section 6(a)(ii) prior to the date
of such Change in Control shall be 100% vested and exercisable on the date of,
and immediately before, such Change in Control.

                           (F)      Options granted under this Section 6(a)(ii)
may be exercised only by notice (in a form prescribed by or acceptable to the
Company) to the Company at its principal executive office. Payment

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* Prior to giving effect to a 1 for 1.83008 reverse stock split, which will
occur before the Company's initial public offering is declared effective.

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of the exercise price may be made by delivery of cash or check to the order of
the Company in an amount equal to the exercise price, or to the extent permitted
by the Company, by delivery to the Company of shares of Common Stock of the
Company already owned that are "mature" shares under Generally Accepted
Accounting Standards of the United States and having a Fair Market Value equal
in amount to the exercise price of the option being exercised, or a combination
thereof.

         (b)      Stock Appreciation Rights. The Administrator may from time to
time grant to eligible participants Awards of Stock Appreciation Rights ("SAR").
An SAR entitles the grantee to receive, subject to the provisions of the Plan
and the Grant Agreement, a payment having an aggregate value equal to the
product of (i) the excess of (A) the Fair Market Value on the exercise date of
one share of Common Stock over (B) the base price per share specified in the
Grant Agreement, times (ii) the number of shares specified by the SAR, or
portion thereof, which is exercised. Payment by the Company of the amount
receivable upon any exercise of an SAR may be made by the delivery of Common
Stock or cash, or any combination of Common Stock and cash, as determined in the
sole discretion of the Administrator. If upon settlement of the exercise of an
SAR a grantee is to receive a portion of such payment in shares of Common Stock,
the number of shares shall be determined by dividing such portion by the Fair
Market Value of a share of Common Stock on the exercise date. No fractional
shares shall be used for such payment and the Administrator shall determine
whether cash shall be given in lieu of such fractional shares or whether such
fractional shares shall be eliminated.

         (c)      Stock Awards. The Administrator may from time to time grant
restricted or unrestricted stock Awards to eligible participants in such
amounts, on such terms and conditions, and for such consideration, including no
consideration or such minimum consideration as may be required by law, as it
shall determine. A stock Award may be paid in Common Stock, in cash, or in a
combination of Common Stock and cash, as determined in the sole discretion of
the Administrator.

         (d)      Phantom Stock. The Administrator may from time to time grant
Awards to eligible participants denominated in stock-equivalent units ("phantom
stock") in such amounts and on such terms and conditions as it shall determine.
Phantom stock units granted to a participant shall be credited to a bookkeeping
reserve account solely for accounting purposes and shall not require a
segregation of any of the Company's assets. An Award of phantom stock may be
settled in Common Stock, in cash, or in a combination of Common Stock and cash,
as determined in the sole discretion of the Administrator. Except as otherwise
provided in the applicable Grant Agreement, the grantee shall not have the
rights of a stockholder with respect to any shares of Common Stock represented
by a phantom stock unit solely as a result of the grant of a phantom stock unit
to the grantee.

         (e)      Performance Awards. The Administrator may, in its discretion,
grant performance awards which become payable on account of attainment of one or
more performance goals established by the Administrator. Performance awards may
be paid by the delivery of Common Stock or cash, or any combination of Common
Stock and cash, as determined in the sole discretion of the Administrator.
Performance goals established by the Administrator may be based on the Company's
or an Affiliate's operating income or one or more other business criteria
selected by the Administrator that apply to an individual or group of
individuals, a business unit, or the Company or an Affiliate as a whole, over
such performance period as the Administrator may designate.

         (f)      Other Stock-Based Awards. The Administrator may from time to
time grant other stock-based awards to eligible participants in such amounts, on
such terms and conditions, and for such consideration, including no
consideration or such minimum consideration as may be required by law, as it
shall determine. Other stock-based awards may be denominated in cash, in Common
Stock or other securities, in stock-equivalent units, in stock appreciation
units, in securities or debentures convertible into Common Stock, or in any
combination of the foregoing and may be paid in Common Stock or other
securities, in cash, or in a

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combination of Common Stock or other securities and cash, all as determined in
the sole discretion of the Administrator.

7.       MISCELLANEOUS

         (a)      Withholding of Taxes. Grantees and holders of Awards shall pay
to the Company or its Affiliate, or make provision satisfactory to the
Administrator for payment of, any taxes required to be withheld in respect of
Awards under the Plan no later than the date of the event creating the tax
liability. The Company or its Affiliate may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to
the grantee or holder of an Award. In the event that payment to the Company or
its Affiliate of such tax obligations is made in shares of Common Stock, such
shares shall be valued at Fair Market Value on the applicable date for such
purposes and shall not exceed in amount the minimum statutory tax withholding
obligation.

         (b)      Loans. To the extent otherwise permitted by law, the Company
or its Affiliate may make or guarantee loans to grantees to assist grantees in
exercising Awards and satisfying any withholding tax obligations.

         (c)      Transferability. Except as otherwise determined by the
Administrator, and in any event in the case of an incentive stock option or a
stock appreciation right granted with respect to an incentive stock option, no
Award granted under the Plan shall be transferable by a grantee otherwise than
by will or the laws of descent and distribution. Unless otherwise determined by
the Administrator in accord with the provisions of the immediately preceding
sentence, an Award may be exercised during the lifetime of the grantee, only by
the grantee or, during the period the grantee is under a legal disability, by
the grantee's guardian or legal representative.

         (d)      Adjustments; Business Combinations.

                  (i)      Upon a stock dividend of, or stock split or reverse
stock split affecting, the Common Stock of the Company, (A) the maximum number
of shares reserved for issuance or with respect to which Awards may be granted
under the Plan, as provided in Section 4 of the Plan, (B) the number of shares
with respect to which Awards are to be granted as provided in Section 6(a)(ii),
and (C) the number of shares covered by and the exercise price and other terms
of outstanding Awards, shall, without further action of the Board, be adjusted
to reflect such event unless the Board determines, at the time it approves such
stock dividend, stock split or reverse stock split, that no such adjustment
shall be made. The Administrator may make adjustments, in its discretion, to
address the treatment of fractional shares and fractional cents that arise with
respect to outstanding Awards as a result of the stock dividend, stock split or
reverse stock split.

                  (ii)     In the event of any other changes affecting the
Company, the capitalization of the Company or the Common Stock of the Company by
reason of any spin-off, split-up, dividend, recapitalization, merger,
consolidation, business combination or exchange of shares and the like, the
Administrator, in its discretion and without the consent of holders of Awards,
shall make: (A) appropriate adjustments to the maximum number and kind of shares
reserved for issuance or with respect to which Awards may be granted under the
Plan, as provided in Section 4 and 6(a)(ii) of the Plan, and to the number, kind
and price of shares covered by outstanding Awards; and (B) any other adjustments
in outstanding Awards, including but not limited to reducing the number of
shares subject to Awards or providing or mandating alternative settlement
methods such as settlement of the Awards in cash or in shares of Common Stock or
other securities of the Company or of any other entity, or in any other matters
which relate to Awards as the Administrator shall, in its sole discretion,
determine to be necessary or appropriate.

                                       7
<PAGE>

                  (iii)    The Administrator is authorized to make, in its
discretion and without the consent of holders of Awards, adjustments in the
terms and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events affecting the Company, or the financial
statements of the Company or any Affiliate, or of changes in applicable laws,
regulations, or accounting principles, whenever the Administrator determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan and outstanding Awards.

         (e)      Substitution of Awards in Mergers and Acquisitions. Awards may
be granted under the Plan from time to time in substitution for Awards held by
employees, officers, consultants or directors of entities who become or are
about to become employees, officers, consultants or directors of the Company or
an Affiliate as the result of a merger or consolidation of the employing entity
with the Company or an Affiliate, or the acquisition by the Company or an
Affiliate of the assets or stock of the employing entity. The terms and
conditions of any substitute Awards so granted may vary from the terms and
conditions set forth herein to the extent that the Administrator deems
appropriate at the time of grant to conform the substitute Awards to the
provisions of the awards for which they are substituted.

         (f)      Stock Restriction Agreement and Voting Trust. As a condition
precedent to the grant of any Award under the Plan, the exercise pursuant to
such an Award, or to the delivery of certificates for shares issued pursuant to
any Award, the Administrator may require the grantee or the grantee's successor
or permitted transferee, as the case may be, to become a party to a Stock
Restriction Agreement of the Company and/or a Voting Trust Agreement in such
form(s) as the Administrator may determine from time to time.

         (g)      Termination, Amendment and Modification of the Plan. The Board
or the Administrator may terminate, amend or modify the Plan or any portion
thereof at any time. Except as otherwise determined by the Board, termination of
the Plan shall not affect the Administrator's ability to exercise the powers
granted to it hereunder with respect to Awards granted under the Plan prior to
the date of such termination.

         (h)      Non-Guarantee of Employment or Service. Nothing in the Plan or
in any Grant Agreement thereunder shall confer any right on an individual to
continue in the service of the Company or shall interfere in any way with the
right of the Company to terminate such service at any time with or without cause
or notice.

         (i) Compliance with Securities Laws; Listing and Registration. If at
any time the Administrator determines that the delivery of Common Stock under
the Plan is or may be unlawful under the laws of any applicable jurisdiction, or
federal or state securities laws, the right to exercise an Award or receive
shares of Common Stock pursuant to an Award shall be suspended until the
Administrator determines that such delivery is lawful. The Company shall have no
obligation to effect any registration or qualification of the Common Stock under
federal or state laws.

         The Company may require that a grantee, as a condition to exercise of
an Award, and as a condition to the delivery of any share certificate, make such
written representations (including representations to the effect that such
person will not dispose of the Common Stock so acquired in violation of federal
or state securities laws) and furnish such information as may, in the opinion of
counsel for the Company, be appropriate to permit the Company to issue the
Common Stock in compliance with applicable federal and state securities laws.
The stock certificates for any shares of Common Stock issued pursuant to this
Plan may bear a legend restricting transferability of the shares of Common Stock
unless such shares are registered or an exemption from registration is available
under the Securities Act of 1933, as amended, and applicable state securities
laws.

         (j)      No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and a grantee or any other person. To
the extent that any grantee or other person acquires a right to receive payments
from the

                                       8
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Company pursuant to an Award, such right shall be no greater than the right of
any unsecured general creditor of the Company.

         (k)      Governing Law. The validity, construction and effect of the
Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations or decisions made by the Administrator relating to
the Plan or such Grant Agreements, and the rights of any and all persons having
or claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of the State
of Delaware, without regard to its conflict of laws principles.

         (l)      Effective Date; Termination Date. The Plan was originally
effective on May 17, 2000. As amended and restated herein, the effective date of
the Plan is October 7, 2003. No Award shall be granted under the Plan after
October 6, 2013. Subject to other applicable provisions of the Plan, all Awards
made under the Plan prior to such termination of the Plan shall remain in effect
until such Awards have been satisfied or terminated in accordance with the Plan
and the terms of such Awards.

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                                   APPENDIX A
                       PROVISIONS FOR CALIFORNIA RESIDENTS

With respect to Awards granted to California residents prior to a public
offering of capital stock of the Company that is effected pursuant to a
registration statement filed with, and declared effective by, the Securities and
Exchange Commission under the Securities Act of 1933 and only to the extent
required by applicable law, the following provisions shall apply notwithstanding
anything in the Plan or a Grant Agreement to the contrary:

1.       No such persons shall be entitled to receive Awards in the form of any
stock appreciation rights or phantom stock.

2.       With respect to any Award granted in the form of a stock option
pursuant to Section 6(a) of the Plan:

         (a)      The Award shall provide an exercise price which is not less
         than 85% of the Fair Market Value of the stock at the time the option
         is granted, except that the price shall be 110% of the Fair Market
         Value in the case of any person who owns stock possessing more than 10%
         of the total combined voting power of all classes of stock of the
         issuing corporation or its parent or subsidiary corporations.

         (b)      The exercise period shall be no more than 120 months from the
         date the option is granted.

         (c)      The options shall be non-transferable other than by will, by
         the laws of descent and distribution, by instrument to an inter vivos
         or testamentary trust in which the options are to be passed to
         beneficiaries upon the death of the trustor (settlor), or by gift to
         "immediate family" as that term is defined in 17 C.F.R. 240.16a-1(e).

         (d)      The Award recipient shall have the right to exercise at the
         rate of at least 20% per year over 5 years from the date the option is
         granted, subject to reasonable conditions such as continued employment.
         However, if an option is granted to officers, directors, or consultants
         of the Company or the issuer of the underlying security or any of its
         affiliates, the option may become fully exercisable, subject to
         reasonable conditions such as continued employment, at any time or
         during any period established by the issuer of the option or the issuer
         of the underlying security or any of its affiliates.

         (e)      Unless employment is terminated for "cause" as defined by
         applicable law, the terms of the Plan or Grant Agreement or a contract
         of employment, the right to exercise the option in the event of
         termination of employment, to the extent that the Award recipient is
         otherwise entitled to exercise on the date employment terminates, will
         be as follows:

                  (1) At least 6 months from the date of termination if
                  termination was caused by death or disability.

                  (2) At least 30 days from the date of termination if
                  termination was caused by other than death or disability.

3.       The Company's shareholders must approve the Plan within 12 months
before or after the date the Plan is adopted. Any option exercised before
shareholder approval is obtained must be rescinded if shareholder approval is
not obtained within 12 months before or after the Plan is adopted. Such shares
shall not be counted in determining whether such approval is obtained.

4.       At the discretion of the Administrator, the Company may reserve to
itself and/or its assignee(s) in the Grant Agreement or Stock Restriction
Agreement a right to repurchase shares held by an Award recipient

                                      A-1

<PAGE>

following such Award recipient's termination at any time within 90 days after
such Award recipient's termination date (or in the case of securities issued
upon exercise of an option after the termination date, within 90 days after the
date of such exercise) for cash and/or cancellation of purchase money
indebtedness, at: (A) with respect to vested shares, the Fair Market Value of
such shares on the Award recipient's termination date; provided that such right
to repurchase vested shares terminates when the Company's securities have become
publicly traded; or (B) with respect to unvested shares, the Award recipient's
exercise price, provided, that to the extent the Award recipient is not an
officer, director or consultant of the Company or of a Parent or Subsidiary of
the Company such right to repurchase unvested shares at the exercise price
lapses at the rate of at least 20% per year over 5 years from the date of the
grant of the option.

5.       The Company will provide financial statements to each Award recipient
annually during the period such individual has Awards outstanding, or as
otherwise required under Section 260.146.46 of Title 10 of the California Code
of Regulations. Notwithstanding the foregoing, the Company will not be required
to provide such financial statements to Award recipients when issuance is
limited to key employees whose services in connection with the Company assure
them access to equivalent information.

6.       The Company will comply with Section 260.140.1 of Title 10 of the
California Code of Regulations with respect to the voting rights of Common
Stock.

7.       The Plan is intended to comply with Section 25102(o) of the California
Corporations Code. Any provision of this Plan which is inconsistent with Section
25102(o), including without limitation any provision of this Plan that is more
restrictive than would be permitted by Section 25102(o) as amended from time to
time, shall, without further act or amendment by the Board, be reformed to
comply with the provisions of Section 25102(o). If at any time the Administrator
determines that the delivery of Common Stock under the Plan is or may be
unlawful under the laws of any applicable jurisdiction, or federal or state
securities laws, the right to exercise an Award or receive shares of Common
Stock pursuant to an Award shall be suspended until the Administrator determines
that such delivery is lawful. The Company shall have no obligation to effect any
registration or qualification of the Common Stock under federal or state laws.

                                      A-2

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                                  PLAN HISTORY

Date Approved by the Board:        Original Plan: May 17, 2000 (as amended
                                    March 8, 2001; July 20, 2001; October 25,
                                    2001; April 9, 2002; September 2, 2003).

                                    Amended and Restated Plan: October 7, 2003

Date Approved by the Stockholders:  Original Plan: September 18, 2000 (as
                                    amended March 8, 2001,  July 20, 2001;
                                    October 25, 2001; April 9, 2002; September
                                    2, 2003).

                                    Amended and Restated Plan: October 7, 2003