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                                                                     EXHIBIT 4.5



                              SAFESKIN CORPORATION

                              AMENDED AND RESTATED
                            EQUITY COMPENSATION PLAN


SECTION 1. PURPOSE; DEFINITIONS

     The purpose of the Safeskin Corporation Equity Compensation Plan (the
"Plan") is to enable key employees, officers, Eligible Directors (as
hereinafter defined) and Eligible Independent Contractors (as hereinafter
defined) of Safeskin Corporation ("the Company") to (i) own shares of stock in
the Company, (ii) participate in the shareholder value which has been created,
(iii) have a mutuality of interest with other shareholders and (iv) enable the
Company to attract, retain and motivate key employees, officers, non-employee
directors and independent contractors of particular merit. All share amounts
stated in the Plan take into account the Company's 100% stock dividend paid on
April 1, 1998.

     For the purposes of the Plan, the following terms shall be defined as set
forth below:

     a.   "Board" means the Board of Directors of the Company.

     b.   "Code" means the Internal Revenue Code of 1986, as amended from time
          to time, and any successor thereto.

     c.   "Committee" means the Committee designated by the Board to administer
          the Plan. If at any time no Committee shall be in office, then the
          functions of the Committee specified in the Plan shall be exercised
          by the Board.

     d.   "Company" means Safeskin Corporation, its subsidiaries or any
          successor organization.

     e.   "Designated Securities Broker" means the registered securities
          broker(s) designated by the Company who agrees to effect the cashless
          exercise of an Option pursuant to Section 5(m) hereof.

     f.   "Disability" means permanent and total disability within the meaning
          of Section 22(e)(3) of the Code.

     g.   "Early Retirement" means retirement from active employment with the
          Company pursuant to the early retirement procedures of the Company.

     h.   "Eligible Director" means a person who is a non-employee member of
          the Board, including those who are members of the Committee.

     i.   "Eligible Independent Contractor" means an independent contractor
          hired by the Company to provide consulting services on a regular basis
          for the Company.

     j.   "Exchange Act" means the Securities Exchange Act of 1934, as amended.
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     k.   "Fair Market Value" means the fair market value of the Stock as
           determined by the Committee in good faith based on the best available
           facts and circumstances at the time; provided, however, that where
           there is a public market for the Stock and the Stock is registered
           under the Exchange Act, Fair Market Value shall mean the per share or
           aggregate value of the Stock as of any given date, as determined by
           reference to the price of the last traded share of Stock on the
           over-the-counter market, as reported by the National Association of
           Securities Dealers, Inc. Automated Quotation ("NASDAQ") System for
           such date or the next preceding date that Stock was traded on such
           market, or, in the event the Stock is listed on a stock exchange, the
           closing price per share of Stock as reported on such exchange for
           such date.

     l.   "Incentive Stock Option" means any Stock Option intended to be and
           designated as an "Incentive Stock Option" within the meaning of
           Section 422 of the Code.

     m.   "Insider" means a Participant who is subject to Section 16 of the
           Exchange Act.

     n.   "IPO" shall have the meaning set forth in Section 5(n) hereof.

     o.   "Non-Employee Director" shall have the meaning set forth in the Rules.

     p.   "Non-Qualified Stock Option" means any Stock Option that is not an
           Incentive Stock Option.

     q.   "Normal Retirement" means retirement from active employment with the
           Company pursuant to the normal retirement procedures of the Company.

     r.   "Outside Director" shall have the meaning set forth in the Treasury
           regulations issued pursuant to section 182(m) of the Code.

     s.   "Participant" means a key employee, officer, Eligible Director or
           Eligible Independent Contractor to whom an award is granted pursuant
           to the Plan.

     t.   "Plan" means the Amended and Restated Safeskin Corporation Equity
           Compensation Plan, as hereinafter amended from time to time.

     u.   "Restricted Stock" means an award of shares of Stock that is subject
           to restrictions pursuant to Section 7 below.

     v.   "Retirement" means Normal or Early Retirement.

     w.   "Rules" means the regulations promulgated by the Securities and
           Exchange Commission under Section 16 of the Exchange Act.

     x.   "Stock" means the Common Stock of the Company, par value $.01 per
           share.

     y.   "Stock Appreciation Right" means the right, pursuant to an award
           granted under Section 6 below, to surrender to the Company all (or a
           portion) of a Stock Option in exchange for an amount in cash and/or
           shares of Stock equal in value to the excess of (i) the Fair Market
           Value, as of the date such right is exercised and the related Stock
           Option (or such portion thereof) is surrendered, of the shares of
           Stock covered by such Stock Option (or such portion thereof), over
           (ii) the aggregate exercise price of such Stock Appreciation Right
           (or such portion thereof).

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     z.   "Stock Option" or "Option" means any option to purchase shares of
          Stock (including Restricted Stock, if the Committee so determines)
          granted pursuant to Section 5 below.

     In addition, the terms "Change in Control," "Potential Change in Control"
and "Change in Control Price" shall have meanings set forth, respectively, in
Sections 8(b), (c) and (d) below.

SECTION 2. ADMINISTRATION

     The Plan shall be administered by a Committee designated by the Board of
not less than two members of the Board who are Outside Directors and
Non-Employee Directors.

     The Committee shall have the authority to grant pursuant to the terms of
the Plan: (i) Stock Options; (ii) Stock Appreciation Rights and/or (iii)
Restricted Stock to key employees and officers; (i) Stock Options and/or (ii)
Stock Appreciation Rights to Eligible Independent Contractors; and Stock
Options to Eligible Directors, pursuant to Section 5(n) hereof.

     In particular, the Committee shall, subject to the limitations and terms
of the Plan, have the authority:

     (i)    to select the officers and other key employees of the Company to
            whom Stock Options, Stock Appreciation Rights and/or Restricted
            Stock may from time to time be granted hereunder, the Eligible
            Independent Contractors to whom Stock Options and Stock Appreciation
            Rights may from time to time be granted hereunder and the Eligible
            Directors to whom Stock Options may be granted hereunder.

     (ii)   to determine whether and to what extent Incentive Stock Options,
            Non-Qualified Stock Options, Stock Appreciation Rights and/or
            Restricted Stock, or any combination thereof, are to be granted
            hereunder;

     (iii)  to determine the number of shares to be covered by each such award
            granted hereunder;

     (iv)   to determine the terms and conditions, not inconsistent with the
            terms of the Plan, of any award granted hereunder, including, but
            not limited to, the option or exercise price and any restriction or
            limitation, based upon such factors as the Committee shall
            determine, in its sole discretion;

     (v)    to determine whether and under what circumstances a Stock Option
            may be exercised and settled in cash or Stock or without a payment
            of cash;

     (vi)   to determine whether, to what extent and under what circumstances
            Stock and other amounts payable with respect to an award under this
            Plan shall be deferred either automatically or at the election of
            the Participant; and

     (vii)  to amend the terms of any outstanding award (with the consent of
            the Participant) to reflect terms not otherwise inconsistent with
            the Plan, including amendments concerning vesting acceleration or
            forfeiture waiver regarding any award or the extension of a
            Participant's right with respect awards granted under the Plan, as a
            result of termination of employment or service or otherwise, based
            on such factors as the Committee shall determine, in its sole
            discretion.




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     The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan.

     All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and Plan
Participants.

SECTION 3. STOCK SUBJECT TO THE PLAN

     (a)  Subject to adjustment pursuant to Section 3(b) below and in addition
to shares of Common Stock previously authorized under the Plan, effective
January 1, 1997, the aggregate number of shares of Common Stock that may be
subject to grants of Stock Options, Stock Appreciation Rights and Restricted
Stock under the Plan in any calendar year shall not exceed 2 1/4% of the
outstanding shares of Common Stock at the time of such grant. To the extent the
number of shares of Common Stock that are subject to grants made in a calendar
year is less than 2 1/2% of the outstanding shares of Common Stock on December
31st of such year, the number of shares of Common Stock that may be subject to
grants of Stock Options, Stock Appreciation Rights and Restricted Stock in
subsequent years shall be increased. The aggregate number of shares of Stock
that may be subject to Incentive Stock Options during the term of the Plan is
1,000,000 shares. Such shares may be authorized but unissued shares or
reacquired shares. In the event the number of shares of Stock issued under the
Plan and the number of shares of Stock subject to outstanding awards (taking
into account the share counting requirements established under the Rules) equals
the maximum number of shares of Stock authorized under the Plan, no further
awards shall be made unless the Plan is amended in accordance with the Rules or
additional shares of Stock become available for further awards under the Plan.
If and to the extent that Options or Stock Appreciation Rights granted under the
Plan terminate, expire or are canceled without having been exercised, or if any
shares of Restricted Stock are forfeited, such shares shall again be available
for subsequent awards under the Plan.

     (b)  If any change is made to the Stock (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination of shares, or exchange of shares or any other change in capital
structure made without receipt of consideration), then unless such event or
change results in the termination of all outstanding awards under the Plan, the
Board or the Committee shall preserve the value of the outstanding awards by
adjusting the maximum number and class of shares issuable under the Plan to
reflect the effect of such event or change in the Company's capital structure,
and by making appropriate adjustments to the number and class of shares subject
to an outstanding award and/or the option price of each outstanding Option and
Stock Appreciation Right, except that any fractional shares resulting from such
adjustments shall be eliminated by rounding any portion of a share equal to .500
or greater up, and any portion of a share equal to less than .500 down, in each
case to the nearest whole number.

SECTION 4. ELIGIBILITY; PARTICIPANT LIMITATIONS CONCERNING ISSUANCES AND STOCK
SUBJECT TO AWARDS

     Officers, key employees and Eligible Independent Contractors who are
responsible for or contribute to the management, growth and/or profitability of
the business of the Company are eligible to be granted awards under the Plan.
Eligible Directors, including members of the Committee, shall be eligible for
grants under the Plan, pursuant to Section 5(n) hereof. The maximum aggregate
number of shares of Stock that shall be subject to awards granted under the
Plan to any single Participant during a calendar year shall not exceed
1,000,000 shares.


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SECTION 5. STOCK OPTIONS

     Stock Options may be granted alone, in addition to or in tandem with other
awards granted under the Plan. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve. Stock Options
granted under the Plan may be of two types: (i) Incentive Stock Options and
(ii) Non-Qualified Stock Options.

     The Committee shall have the authority to grant Incentive Stock Options,
Non-Qualified Stock Options or both types of Stock Options (in each case with
or without Stock Appreciation Rights). To the extent that any Stock Option does
not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified
Stock Option.

     Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised,
so as to disqualify the Plan under Section 422 of the Code, or, without the
consent of the optionee(s) affected, to disqualify any Incentive Stock Option
under Section 422.

     Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
appropriate:

     (a)  OPTION PRICE. The option price per share of Stock purchasable under a
          Stock Option shall be determined by the Committee at the time of grant
          but shall be not less than 100% of the Fair Market Value of the Stock
          at the time of grant.

          Any Incentive Stock Option granted to any optionee who, at the time
          the Option is granted, owns more than 10% of the voting power of all
          classes of stock of the Company or of a Parent or Subsidiary
          corporation (within the meaning of Section 424 of the Code), shall
          have an exercise price no less than 110% of Fair Market Value per
          share on date of the grant.

     (b)  OPTION TERM. The term of each Stock Option shall be fixed by the
          Committee, but no Stock Option shall be exercisable more than ten
          years after the date the Stock Option is granted. However, any
          Incentive Stock Option granted to any optionee who, at the time the
          Option is granted, owns more than 10% of the voting power of all
          classes of stock of the Company or of a Parent or Subsidiary
          corporation may not have a term of more than five years. No Option may
          be exercised by any person after expiration of the term of the Option.

     (c)  EXERCISABILITY. Stock Options shall be exercisable at such time or
          times and subject to such terms and conditions as shall be determined
          by the Committee at or after grant; provided, however, that, except as
          provided in Section 5(g) and Section 8, unless otherwise determined by
          the Committee at or after grant, no Stock Option shall be exercisable
          during the six months following the date of the granting of such
          Option. If the Committee provides, in its discretion, that any Stock
          Option is exercisable only in installments, the Committee may waive
          such installment exercise provisions at any time at or after grant in
          whole or in part, based on such factors as the Committee shall
          determine, in its sole discretion.

     (d)  METHOD OF EXERCISE. Subject to whatever installment exercise
          provisions apply under Section 5(c), Stock Options may be exercised in
          whole or in part at any time and from time to time during the Option
          period, by giving written notice of exercise to the Company specifying
          the number of shares to be purchased. Such notice shall be accompanied
          by payment in full of the purchase price, either by certified or bank
          check, or such other instrument as the Committee may accept. As
          determined by the Committee, in its sole


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          discretion, at or after grant, payment in full or in part may also be
          made in the form of unrestricted Stock already owned by the optionee
          (based on the Fair Market Value of the Stock so tendered
          as of the date the Option is exercised, as determined by the
          Committee); provided, however, that, in the case of an Incentive Stock
          Option, the right to make a payment in the form of unrestricted Stock
          already owned by the optionee may be authorized only at the time the
          Option is granted.

          If payment of the Option exercise price of a Non-Qualified Stock
          Option is made in whole or in part in the form of unrestricted Stock
          already owned by the optionee, the Company may require that the Stock
          has been owned by the Participant for a minimum period of time
          specified by the Committee.

          No shares of Stock shall be issued until full payment therefor has
          been made. An optionee shall not have any rights to dividends or other
          rights of a shareholder with respect to shares subject to the Option
          until such time as Stock is issued in the name of the optionee
          following exercise of the Option in accordance with the Plan.

     (e)  REPLACEMENT OPTIONS. If an Option granted pursuant to the Plan may be
          exercised by an optionee by means of a stock-for-stock swap method of
          exercise as provided in 5(d) above, then the Committee may, in its
          sole discretion and at the time of the original option grant,
          authorize the Participant to automatically receive a replacement
          Option pursuant to this part of the Plan. This replacement option
          shall cover a number of shares determined by the Committee, but in no
          event more than the number of shares equal to the difference between
          the number of shares of the original option exercised and the net
          shares received by the Participant from such exercise. The per share
          exercise price of the replacement option shall equal the then current
          Fair Market Value of a share of Stock, and shall have a term extending
          to the expiration date of the original Option.

          The Committee shall have the right, in its sole discretion and at any
          time, to discontinue the automatic grant of replacement options if it
          determines the continuance of such grants to no longer be in the best
          interest of the Company.

     (f)  NON-TRANSFERABILITY OF OPTIONS. Except as provided below, no Stock
          Option shall be transferable by the optionee otherwise than by will or
          by the laws of descent and distribution, and all Stock Options shall
          be exercisable, during the optionee's lifetime, only by the optionee.
          Notwithstanding the foregoing, the Committee may provide that an
          optionee may transfer Non-Qualified Stock Options to family members a
          trust established for the benefit of such family members or other
          persons or entities according to such terms as the Committee
          may determine; provided that the optionee receives no consideration
          for the transfer of an option and the transferred option shall
          continue to be subject to the same terms and conditions as were
          applicable to the option immediately before the transfer.

     (g)  TERMINATION BY REASON OF DEATH. Unless otherwise determined by the
          Committee at or after grant, if an optionee's employment by the
          Company terminates by reason of death, any Stock Option held by such
          optionee may thereafter be exercised, to the extent then exercisable
          or on such accelerated basis as the Committee may determine at or
          after grant, by the legal representative of the estate or by the
          legatee of the optionee under the will of the optionee, for a period
          of one year (or such shorter period as the Committee may specify at
          grant) from the date of such death or until the expiration of the
          stated term of such Stock Option, whichever period is shorter.




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     (h)  TERMINATION BY REASON OF DISABILITY. Unless otherwise determined by
          the Committee at or after grant, if an optionee's employment by the
          Company terminates by reason of Disability, any Stock Option held by
          such optionee may thereafter be exercised by the optionee, to the
          extent it was exercisable at the time of termination, or on such
          accelerated basis as the Committee may determine at or after grant,
          for a period of one year (or such shorter period as the Committee may
          specify at grant) from the date of such termination of employment or
          until the expiration of the stated term of such Stock Option,
          whichever period is shorter; provided, however, that, if the optionee
          dies within such one-year period (or such shorter period as the
          Committee shall specify at grant), any unexercised Stock Option held
          by such optionee shall thereafter be exercisable to the extent to
          which it was exercisable at the time of death for a period of twelve
          months from the date of such death or until the expiration of the
          stated term of such Stock Option, whichever period is shorter. In the
          event of termination of employment by reason of Disability, if an
          Incentive Stock Option is exercised after the expiration of the
          exercise periods that apply for purposes of Section 422 of the Code,
          such Stock Option will thereafter be treated as a Non-Qualified Stock
          Option.

     (i)  TERMINATION BY REASON OF RETIREMENT. Unless otherwise determined by
          the Committee at or after grant, if an optionee's employment by the
          Company terminates by reason of Normal or Early Retirement, any Stock
          Option held by such optionee may thereafter be exercised by the
          optionee, to the extent it was exercisable at the time of such
          Retirement or on such accelerated basis as the Committee may
          determine at or after grant, for a period of three months (or such
          shorter period as the Committee may specify at grant) from the date
          of such termination of employment or the expiration of the stated
          term of such Stock Option, whichever period is shorter; provided,
          however, that, if the optionee dies within such three-month period,
          any unexercised Stock Option held by such optionee shall thereafter
          be exercisable, to the extent to which it was exercisable at the time
          of death, for a period of twelve months from the date of such death
          or until the expiration of the stated term of such Stock Option,
          whichever period is shorter. In the event of termination of
          employment by reason of Retirement, if an Incentive Stock Option is
          exercised after the expiration of the exercise periods that apply for
          purposes of Section 422 of the Code, such Option will thereafter be
          treated as a Non-Qualified Stock Option.

     (j)  OTHER TERMINATION. Unless otherwise determined by the Committee at or
          after grant, if an optionee's employment by the Company terminates
          for any reason other than death, Disability or Normal or Early
          Retirement, the Stock Option shall thereupon terminate.

     (k)  INCENTIVE STOCK OPTION LIMITATION. The aggregate Fair Market Value
          (determined as of the time of grant) of the Stock with respect to
          which incentive Stock Options are exercisable for the first time by
          the optionee during any calendar year under the Plan and/or any other
          stock option plan of the Company shall not exceed $100,000.

     (l)  CASH-OUT OF OPTION. If specified by the Committee in the agreement
          governing a Stock Option at the time of grant, the Committee may, in
          its sole discretion, upon receipt of such optionee's written notice
          to exercise, elect to cash out all or part of the portion of the
          Option to be exercised by paying the optionee an amount, in cash or
          Stock, equal to the excess of the Fair Market Value of the Stock over
          the option price on the effective date of such cash-out.

     (m)  CASHLESS EXERCISE. To the extent permitted under the applicable laws
          and regulations, at the request of the Participant, and with the
          consent of the Committee, the Company agrees to cooperate in a
          "cashless exercise" of an Option. The cashless exercise shall be
          effected


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          by the Participant delivering to the Designated Securities Broker
          instructions to sell a sufficient number of shares of Stock to cover
          the costs and expenses associated therewith. The Committee may permit
          a Participant to pay any applicable withholding taxes by delivering a
          sufficient number of previously-owned shares of Stock to the Company
          to satisfy such taxes or upon Participant's request, by having the
          Company withhold the number of shares of Stock obtainable on the
          exercise of an Option which when valued at Fair Market Value
          (determined as of the day preceding the date of exercise) is
          equivalent to the minimum required withholding taxes due.

     (n)  OPTION GRANTS TO ELIGIBLE DIRECTORS. An Eligible Director shall be
          entitled to receive Options hereunder with such terms as shall be
          established by the Committee that are not inconsistent with the terms
          of the Plan. Unless the Committee determines otherwise, and in
          addition to any other grants that the Committee deems appropriate, the
          following formula grants ("Formula Grants") shall be made each year:

          Beginning December, 1998 an Eligible Director shall receive a Formula
          Grant, consisting of a Non-Qualified Stock Option to purchase 25,000
          shares of Stock, on the date the Director first becomes a member of
          the Board. Such Formula Grants shall become vested and exercisable
          with respect to 20% of the shares of Stock underlying the Option on
          each of the first through fifth anniversaries following the date of
          grant, provided the optionee remains a director or employee of the
          Company.

          In December of each year, beginning December, 1998, each Eligible
          Director who is then in office shall receive a Formula Grant of a
          Non-Qualified Stock Option to purchase 8,000 shares of Stock. Such
          annual Formula Grants shall become vested and exercisable with respect
          to 4,000 shares of Stock on the date of grant and with respect to
          2,000 shares of Stock on each of the first and second anniversaries of
          the date of grant, provided the optionee remains a director or
          employee of the Company.

          Formula Grant Options shall have a per share exercise price equal to
          the Fair Market Value of a share of Stock on the date of grant (or on
          the most recently preceding business day). Upon an Eligible Director
          ceasing to be an Eligible Director for any reason (except as a result
          of becoming an employee of the Company or as a result of the
          Director's Disability or death), any Stock Option held by such
          Eligible Director may thereafter be exercised, to the extent then
          exercisable, for a period of 60 days after he or she ceases to be an
          Eligible Director, or until the end of the Option term, if earlier. If
          an Eligible Director becomes an employee of the Company, any Stock
          Option held by such Eligible Director shall continue to become vested
          and exercisable while the option holder serves as an employee or
          Eligible Director and may be exercised, to the extent then
          exercisable, until 60 days after he or she ceases to be an employee
          and Eligible Director (other than on account of Disability or death),
          or until the end of the Option term, if earlier. In the event of an
          Eligible Director's death or Disability, any Stock Option held by such
          Eligible Director may thereafter be exercised, to the extent then
          exercisable, for a period of one year from the date of such death or
          Disability or until the expiration of the stated term of such Stock
          Option, whichever period is shorter. Formula Grant Options shall have
          a term of ten years after the date of grant, unless terminated earlier
          as described above.




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SECTION 6. STOCK APPRECIATION RIGHTS

     (a)  GRANT AND EXERCISE. Stock Appreciation Rights may be granted in
          conjunction with all or part of any Stock Option granted under the
          Plan except those Stock Options granted to Eligible Directors
          pursuant to Section 5(n). In the case of a Non-Qualified Stock
          Option, such rights may be granted either at or after the time of the
          grant of such Stock Option. In the case of an Incentive Stock Option,
          such rights may be granted only at the time of the grant of such
          Stock Option. The exercise price of each Stock Appreciation Right
          shall be equal to (i) the exercise price or option price of the
          related Stock Option or (ii) the Fair Market Value of a share of
          Stock as of the date of grant of such Stock Appreciation Right, but
          only in such circumstances where the Stock Appreciation Right is
          granted subsequent to the date of grant of the related Stock Option
          and an exercise price established in accordance with clause (i) above
          would result in the disallowance of the Company's expense deduction
          pursuant to Section 162(m) of the Code.

          A Stock Appreciation Right or applicable portion thereof granted with
          respect to a given Stock Option shall terminate and no longer be
          exercisable upon the termination or exercise of the related Stock
          Option, except that, unless otherwise determined by the Committee, in
          its sole discretion, at the time of grant, a Stock Appreciation Right
          granted with respect to less than the full number of shares covered
          by a related Stock Option shall not be reduced until the number of
          shares covered by an exercise or termination of the related Stock
          Option exceeds the number of shares not covered by the Stock
          Appreciation Right.

          A Stock Appreciation Right may be exercised by a Participant, in
          accordance with Section 6(b), by surrendering the applicable portion
          of the related Stock Option. Upon such exercise and surrender, the
          Participant shall be entitled to receive an amount determined in the
          manner prescribed in Section 6(b). Stock Options which have been so
          surrendered, in whole or in part, shall no longer be exercisable to
          the extent the related Stock Appreciation Rights have been exercised.

     (b)  TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to
          such terms and conditions, not inconsistent with the provisions of
          the Plan, as shall be determined from time to time by the Committee,
          including the following:

          (i)  Stock Appreciation Rights shall be exercisable only at such time
               or times and to the extent that the Stock Options to which they
               relate, if any, shall be exercisable in accordance with the
               provisions of Section 5 and this Section 6 of the Plan;
               provided, however, that any Stock Appreciation Right granted
               subsequent to the grant of the related Stock Option shall not be
               exercisable during the first six months of its term, except that
               this special limitation shall not apply in the event of death or
               Disability of the Participant prior to the expiration of the
               six-month period.

          (ii) Upon the exercise of a Stock Appreciation Right, a Participant
               shall be entitled to receive up to, but not more than, an amount
               in cash and/or shares of Stock equal in value to the excess of
               the Fair Market Value of one share of Stock (as of the date the
               Stock Appreciation Right is exercised and the related Stock
               Option is surrendered) over the exercise price of the Stock
               Appreciation Right, multiplied by the number of shares of Stock
               in respect of which the Stock Appreciation Right shall have been
               exercised, with the Committee having the right to determine the
               form of payment.



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<PAGE>   10
          (iii)     Stock Appreciation Rights shall be transferable only when
                    and to the extent that the underlying Stock Option would be
                    transferable under Section 5(f) of the Plan.

          (iv)      A Stock Appreciation Right granted in connection with an
                    Incentive Stock Option may be exercised only if and when the
                    market price of the Stock subject to the Incentive Stock
                    Option exceeds the exercise price of such Stock Option.

          (v)       In its sole discretion, the Committee may provide, at the
                    time of grant of a Stock Appreciation Right under this
                    Section 6, that such Stock Appreciation Right may be
                    exercised only in the event of a Change in Control, and/or a
                    Potential Change in Control, subject to such terms and
                    conditions as the Committee may specify at grant.

          (vi)      The Committee, in its sole discretion, may also provide
                    that, in the event of a Change in Control, and/or a
                    Potential Change in Control, the amount to be paid upon the
                    exercise of a Stock Appreciation Right shall be based on the
                    Change in Control Price, subject to such terms and
                    conditions as the Committee may specify at grant.

SECTION 7. RESTRICTED STOCK

     (a)  ADMINISTRATION. Shares of Restricted Stock may be issued either alone
          or in addition to other awards granted under the Plan. The Committee
          shall determine the officers and key employees of the Company to whom,
          and the time or times at which, grants of Restricted Stock will be
          made, the number of shares to be awarded, the price (if any) to be
          paid by the recipient of Restricted Stock (subject to Section 7(b)),
          the time or times within which such awards may be subject to
          forfeiture, and all other conditions of the awards. The Committee may
          condition the grant of Restricted Stock upon the attainment of
          specified performance goals or such other factors as the Committee may
          determine, in its sole discretion. The provisions of Restricted Stock
          awards need not be the same with respect to each recipient.

     (b)  AWARDS AND CERTIFICATES. The prospective recipient of a Restricted
          Stock award shall not have any rights with respect to such award,
          unless and until such recipient has executed an agreement evidencing
          the award and has delivered a fully executed copy thereof to the
          Company, and has otherwise complied with the applicable terms and
          conditions of such award.

          (i)       The purchase price for shares of Restricted Stock shall be
                    established by the Committee and may be zero.

          (ii)      Awards of Restricted Stock must be accepted within a period
                    of 60 days (or such shorter period as the Committee may
                    specify at grant) after the grant date, by executing a
                    Restricted Stock award agreement and paying whatever price
                    (if any) is required under Section 7(b)(i).

          (iii)     Each Participant receiving a Restricted Stock award shall
                    be issued a certificate in respect of such shares of
                    Restricted Stock. Such certificate shall be registered in
                    the name of such Participant, and shall bear an appropriate
                    legend referring to the terms, conditions, and restrictions
                    applicable to such award, substantially in the following
                    form:



                                      -10-
<PAGE>   11
                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of the Amended and Restated
                  Safeskin Corporation Equity Compensation Plan and an Agreement
                  entered into between the registered owner and Safeskin
                  Corporation. Copies of such Plan and Agreement are on file at
                  the offices of Safeskin Corporation, 5100 Town Center Circle,
                  Suite 560, Boca Raton, Florida 33486.

          (iv)  The Committee shall require that the certificates evidencing
                such Restricted Stock be held in custody by the Company until
                the restrictions thereon shall have lapsed, and that, as a
                condition of any Restricted Stock award, the Participant shall
                have delivered a stock power, endorsed in blank, relating to the
                Stock covered by such award.

     (c)  RESTRICTIONS AND CONDITIONS. The shares of Restricted Stock awarded
          pursuant to this Section 7 shall be subject to the following
          restrictions and conditions:

          (i)   Subject to the provisions of this Plan and the Restricted Stock
                award agreement, during a period set by the Committee commencing
                with the date of such award (the "Restriction Period"), the
                Participant shall not be permitted to sell, transfer, pledge,
                assign or otherwise encumber shares of Restricted Stock awarded
                under the Plan. Within these links, the Committee, in its sole
                discretion, may provide for the lapse of such restrictions in
                installments and may accelerate or waive such restrictions in
                whole or in part, based on service, performance and/or such
                other factors or criteria as the Committee may determine, in its
                sole discretion.

          (ii)  Except as provided in this paragraph (ii) and Section 7(c)(i),
                the Participant shall have, with respect to the shares of
                Restricted Stock, all of the rights of a shareholder of the
                Company, including the right to vote the shares, and the right
                to receive any cash dividends. The Committee, in its sole
                discretion, as determined at the time of award, may permit or
                require the payment of cash dividends to be deferred and, if the
                Committee so determines, reinvested in additional Restricted
                Stock to the extent shares are available under Section 3.

          (iii) Subject to the applicable provisions of the Restricted Stock
                award agreement and this Section 7, upon termination of a
                Participant's employment with the Company for any reason during
                the Restriction Period, all shares still subject to restriction
                shall be forfeited by the Participant.

          (iv)  In the event of hardship or other special circumstances of a
                Participant whose employment with the Company is involuntarily
                terminated, the Committee may, in its sole discretion, waive in
                whole or in part any or all remaining restrictions with respect
                to such Participant's shares of Restricted Stock, based on such
                factors as the Committee may deem appropriate.

          (v)   If and when the Restriction Period expires without a prior
                forfeiture of the Restricted Stock subject to such Restriction
                Period, the certificates for such shares shall be delivered to
                the Participant promptly.

                                           -11-


<PAGE>   12
SECTION 8. CHANGE IN CONTROL PROVISIONS

          (a)  IMPACT OF EVENT. In the event of:

               (i)   A "Change in Control" as defined in Section 8(b), unless
                     otherwise determined by the Committee or the Board at or
                     after grant, but prior to the occurrence of such Change in
                     Control, or

               (ii)  A "Potential Change in Control" as defined in Section 8(c),
                     but only if and to the extent so determined by the
                     Committee or the Board at or after grant (subject to any
                     right of approval expressly reserved by the Committee or
                     the Board at the time of such determination),

          the following acceleration and valuation provisions shall apply:

               (i)   All Stock Appreciation Rights and Stock Options awarded
                     under the Plan not previously exercisable and vested shall
                     become fully vested and exercisable.

               (ii)  The restrictions applicable to any Restricted Stock awards
                     under the Plan shall lapse and such shares and awards shall
                     be deemed fully vested.

               (iii) The Committee may determine that the value of all
                     outstanding Stock Options, Stock Appreciation Rights and
                     Restricted Stock Awards shall be cashed out on the basis
                     of the "Change in Control Price" as defined in Section 8(d)
                     as of the date of such Change in Control or such Potential
                     Change in Control is determined to have occurred or such
                     other date as the Committee may determine prior to the
                     Change in Control.

               (iv)  Upon a Change in Control where the Company is not the
                     surviving corporation (or survives only as a subsidiary of
                     another corporation), unless the Committee determines
                     otherwise, all outstanding Options and Stock Appreciation
                     Rights that are not exercised shall be assumed by, or
                     replaced with comparable options or rights by, the
                     surviving corporation. In the case of Incentive Stock
                     Options, such assumption or replacement shall be made
                     consistent with Section 424 of the Code.

               (v)   Notwithstanding anything in the Plan to the contrary, in
                     the event of a Change in Control or Potential Change in
                     Control, the Committee shall not have the right to take any
                     actions described in the Plan (including without limitation
                     actions described in paragraph (iii) above) that would make
                     the Change in Control ineligible for pooling of interests
                     accounting treatment or that would make the Change in
                     Control ineligible for desired tax treatment if, in the
                     absence of such right, the Change in Control would qualify
                     for such treatment and the Company intends to use such
                     treatment with respect to the Change in Control. In
                     addition, notwithstanding anything in the Plan to the
                     contrary, if and to the extent that any amendment to the
                     Plan would make a Change in Control ineligible for pooling
                     of interests accounting treatment and the Company intends
                     to use such treatment with respect to the Change in
                     Control, such amendment shall not be effective and the Plan
                     shall be administered as if that amendment had not been
                     adopted.

                                      -12-


<PAGE>   13
          (vi)      Notwithstanding anything in the Plan to the contrary, the
                    amendments made to the Plan in February, 1998 shall not
                    apply to outstanding Incentive Stock Options if and to the
                    extent that such amendments would result in a modification
                    of such Incentive Stock Options under Section 424 of the
                    Code. To the extent required by the preceding sentence,
                    paragraph (iii) above shall not apply to Incentive Stock
                    Options that are outstanding in February, 1998 Plan unless
                    the Board does not approve the transaction or event
                    constituting the Change in Control prior to the occurrence
                    of the event described in paragraph 8(b)(iii) below.

     (b)  DEFINITION OF "CHANGE IN CONTROL". For purposes of the Plan, a "Change
          in Control" means the happening of any of the following:

          (i)       When any "person," as such term is used in Sections 13(d)
                    and 14(d) of the Exchange Act, other than the Company, an
                    "affiliate" (as defined in Rule 12b-2 under the Exchange
                    Act) of the Company immediately prior to its IPO or any
                    Company employee benefit plan (including any trustee of such
                    plan acting as trustee), is or becomes the "beneficial
                    owner" (as defined in Rule 13d-3 under the Exchange Act)
                    directly or indirectly of securities of the Company
                    representing 30% or more of the combined voting power of the
                    Company's then outstanding securities;

          (ii)      The occurrence of any transactions or event relating to the
                    Company required to be described pursuant to the
                    requirements of item 6(e) of Schedule 14A of the Exchange
                    Act;

          (iii)     When, during any period of two consecutive years during the
                    existence of the Plan, the individuals who, at the beginning
                    of such period, constitute the Board of Directors of the
                    Company cease for any reason other than death to constitute
                    at least a two-thirds majority thereof, provided, however,
                    that a director who was not a director at the beginning of
                    such period shall be deemed to have satisfied the two year
                    requirement if such director was elected by, or on the
                    recommendation of, at least two-thirds of the directors who
                    were directors at the beginning of such period (either
                    actually or by prior operation of this Section 8(c)(iii));
                    or

          (iv)      The occurrence of a transaction requiring shareholder
                    approval for the acquisition of the Company or substantially
                    all of its assets by an entity other than the Company
                    through purchase, by merger, or otherwise.

     (c)  DEFINITION OF POTENTIAL CHANGE IN CONTROL. For purposes of the Plan, a
          "Potential Change in Control" means the happening of any one of the
          following:

          (i)       The entering into an agreement by the Company, the
                    consummation of which would result in a Change in Control of
                    the Company as defined in Section 8(b); or

          (ii)      The acquisition of beneficial ownership, directly or
                    indirectly, by any entity, person or group other than the
                    Company or any Company employee benefit plan (including any
                    trustee of such plan acting as such trustee) of securities
                    of the Company representing five percent or more of the
                    combined voting power of the Company's outstanding
                    securities and the adoption by the Board of Directors of a
                    resolution to the effect that a Potential Change in Control
                    of the Company has occurred for the purposes of this Plan.


                                      -13-
<PAGE>   14
     (d)  DEFINITION OF CHANGE IN CONTROL PRICE. For purposes of the Plan,
          "Change in Control Price" means the highest bid price per share paid
          in any transaction as reported by NASDAQ or quoted on a national
          securities exchange, or the highest price paid or offered in any bona
          fide transaction related to a potential or actual Change in Control of
          the Company, at any time during the preceding sixty-day period as
          determined by the Committee, except that, in the case of Incentive
          Stock Options and Stock Appreciation Rights relating to Incentive
          Stock Options, such price shall be based only on transactions reported
          for the date on which the Committee decides to cash out such Options.

SECTION 9. AMENDMENTS AND TERMINATION

     The Board may amend, alter or discontinue the Plan at any time and from
time to time, but no amendment, alteration, or discontinuation shall be made
which would impair the rights of an optionee or Participant under a Stock
Option, Stock Appreciation Right and/or Restricted Stock award theretofore
granted, without the optionee's or Participant's consent, or which, without the
approval of the Company's shareholders, would require shareholder approval
under the Rules.

     The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without the holder's consent. The
Committee may also substitute new Stock Options for previously granted Stock
Options, including previously granted Stock Options having higher option
prices. Subject to the above provisions, the Board shall have broad authority
to amend the Plan to take into account changes in applicable tax laws,
securities laws and accounting rules, as well as other developments.

SECTION 10. UNFUNDED STATUS OF PLAN

     The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant or optionee by the Company, nothing contained herein shall give any
such Participant or optionee any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payments in lieu of or with respect
to awards hereunder; provided, however, that, unless the Committee otherwise
determines with the consent of the affected Participant, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.

SECTION 11. GRANTS IN CONNECTION WITH CORPORATE TRANSACTIONS

     The Committee may grant Stock Options, Stock Appreciation Rights and
Restricted Stock to persons who become officers, key employees, Eligible
Independent Contractors or Eligible Directors by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization, liquidation or
other transaction involving the Company or any of its subsidiaries in
substitution for stock option, stock appreciation right or restricted stock
grants made by the other corporation or entity involved in the transaction. The
terms and conditions of the substitute grants may vary from the terms and
conditions required by the Plan and from those of the substituted stock
incentives. The Committee shall prescribe the provisions of the substitute
grants as it deems appropriate.

                                      -14-
<PAGE>   15

SECTION 12. GENERAL PROVISIONS

     (a)  The Committee may require each person purchasing shares pursuant to
          a Stock Option or receiving Stock upon the expiration of any
          Restriction Period under the Plan to represent to and agree with the
          Company in writing that the Participant is acquiring the shares
          without a view to distribution thereof. The certificates for such
          shares may include any legend which the Committee deems appropriate to
          reflect any restrictions on transfer under the Securities Act or any
          state securities law.

          All certificates for shares of Stock or other securities delivered
          under the Plan shall be subject to such stock-transfer orders and
          other restrictions as the Committee may deem advisable under the
          rules, regulations and other requirements of the Securities Act, the
          Exchange Act, any stock exchange upon which the Stock is then listed,
          and any applicable federal or state securities law, and the Committee
          may cause a legend or legends to be put on any such certificates to
          make appropriate reference to such restrictions.

     (b)  Nothing contained in this Plan shall prevent the Board from adopting
          other or additional compensation arrangements, subject to shareholder
          approval if such approval is required; and such arrangements may be
          either generally applicable or applicable only in specific cases.

     (c)  The adoption of the Plan shall not confer upon any Participant any
          right to continued employment with the Company, nor shall it interfere
          in any way with the right of the Company to terminate its relationship
          with any of its employees, directors or independent contractors at any
          time.

     (d)  No later than the date as of which an amount first becomes includible
          in the gross income of the Participant for federal income tax purposes
          with respect to any award under the Plan, the Participant who is an
          officer or key employee of the Company, shall pay to the Company, or
          make arrangements satisfactory to the Committee regarding the payment
          of, any federal, state, or local taxes of any kind required by law to
          be withheld with respect to such amount. Unless otherwise determined
          by the Committee, the minimum required withholding obligations may be
          settled with Stock, including Stock that is part of the award that
          gives rise to the withholding requirement. The obligations of the
          Company under the Plan shall be conditional on such payment or
          arrangements and the Company shall, to the extent permitted by law,
          have the right to deduct any such taxes from any payment of any kind
          otherwise due to the Participant.

     (e)  At the time of grant, the Committee may provide in connection with
          any grant made under this Plan that the shares of Stock received as a
          result of such grant shall be subject to a right of first refusal,
          pursuant to which the Participant shall be required to offer to the
          Company any shares that the Participant wishes to sell, with the price
          being the then Fair Market Value of the Stock, subject to such other
          terms and conditions as the Committee specify at the time of grant.

     (f)  The reinvestment of dividends in additional Restricted Stock at the
          time of any dividend payment shall only be permissible if sufficient
          shares of Stock are available under Section 3 for such reinvestment.


                                      -15-
<PAGE>   16


     (g)  The Committee shall establish such procedures as it deems appropriate
          for a Participant to designate a beneficiary to whom any amounts
          payable in the event of the Participant's death are to be paid.

     (h)  The Plan shall be governed by and subject to all applicable laws and
          to the approvals by any governmental or regulatory agency as may be
          required.

SECTION 13. EFFECTIVE DATE AND TERM OF PLAN

     The Plan shall be effective as of June 15, 1993, subject to the consent or
approval of the Company's shareholders. No Stock Option, Stock Appreciation
Right or Restricted Stock award shall be granted pursuant to the Plan on or
after June 15, 2003, but awards granted prior to such tenth anniversary may
extend beyond that date.














                                      -16-