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                                                                    Exhibit 10.2

                         XANODYNE PHARMACEUTICALS, INC.

              SECOND AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN

                                  JUNE 20, 2007

     WHEREAS, the Xanodyne Pharmaceuticals, Inc. 2001 Stock Option Plan (the
"Plan") was amended and restated, and approved by its stockholders, on July 25,
2005.

     WHEREAS, the Stockholders of Xanodyne Pharmaceuticals, Inc. (the "Company")
agree to amend and restate the Plan to reflect the increase in the maximum
number of shares of Common Stock that may be issued or transferred or exercised
pursuant to Incentive Awards under the Plan, and make certain other
administrative revisions to the Plan.

     NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended and
restated as follows:

1.   PURPOSE OF THE PLAN.

     The purpose of the Second Amended and Restated 2001 Stock Incentive Plan of
Xanodyne Pharmaceuticals, Inc. is to:

     (a)  promote the interests of the Company and its Stockholders by
          strengthening the Company's ability to attract, motivate and retain
          employees, members of the Board of Directors and consultants of
          training, experience and ability;

     (b)  furnish incentives to individuals chosen to receive Options because
          they are considered capable of responding by improving operations and
          increasing profits and otherwise add value to the Company; and

     (c)  provide a means to encourage stock ownership and proprietary interest
          in the Company to valued employees, members of the Board of Directors
          of the Company and consultants upon whose judgment, initiative, and
          efforts the financial success and growth of the business of the
          Company largely depend.

2.   DEFINITIONS.

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

     (b)  "Code" means the Internal Revenue Code of 1986, as amended.

     (c)  "Committee" means the compensation committee of the Board as may be
          appointed by the Board from time to time. The Committee shall consist
          of three or more members of the Board, at least two of whom shall not
          be employees of the Company.

     (d)  "Common Stock" means the Common Stock, $.001 par value, of the
          Company.

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     (e)  "Company" means Xanodyne Pharmaceuticals, Inc.

     (f)  "Convertible Securities" shall mean evidences of indebtedness, shares
          of Stock or other Securities which are or may at any time be
          convertible into or exchangeable for shares of Common Stock. The term
          "Convertible Security" shall mean one of the Convertible Securities.

     (g)  "Disabled" shall have the same meaning as set forth in Section
          422(c)(6) of the Code and shall include the term "Disability."

     (h)  "Eligible Person" means any employee, Non-Executive Director or
          consultant of the Company or of any of its present or future parent or
          subsidiary corporations.

     (i)  "Executive Director" means a member of the Board who is a full-time
          employee.

     (j)  "Fair Market Value" means the closing price of a share of Common Stock
          on the New York Stock Exchange Composite Tape or, if the Common Stock
          is not then listed on the New York Stock Exchange, on any stock
          exchange on which the Common Stock is then listed on the date as of
          which fair market value is to be determined or, if the Common Stock is
          not then listed on any stock exchange, at a price as determined by the
          Board.

     (k)  "ISO" means an Option granted under this Plan which is designated to
          be an incentive stock option under provisions of Section 422 of the
          Code. Any provisions elsewhere in this Plan or in any such ISO which
          would prevent such Option from being an incentive stock option may be
          deleted and/or voided retroactively to the date of the granting of
          such Option, by action of the Board.

     (l)  "Incentive Award" means an Option, Incentive Stock Award, or cash
          bonus award granted under the Plan.

     (m)  "Incentive Stock Award" means a right to the grant or purchase, at a
          price determined by the Board, of Common Stock which is
          nontransferable and subject to substantial risk of forfeiture until
          specific conditions are met. Conditions may be based on continuing
          employment or achievement of pre-established financial objectives or
          both.

     (n)  "Non-Executive Director" means a member of the Board who is not a
          full-time employee.

     (o)  "NQO" means an Option granted under this Plan which is not an ISO.
          NQOs shall not be affected by any actions taken retroactively as
          provided above with respect to ISOs.

     (p)  "Option" means any nonqualified or non-statutory stock option and any
          incentive stock option granted pursuant to Section 422 of the Code.


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     (q)  "Option Agreement" means a written instrument under which Options are
          granted pursuant to the terms of the Plan.

     (r)  "Option Stock" means shares of Common Stock issued pursuant to the
          exercise of an Option and held by an Optionee.

     (s)  "Optionee" means an Eligible Person to whom options have been granted
          pursuant to the Plan and an Option Agreement.

     (t)  "Participant" means any Eligible Person selected to participate in an
          Incentive Award pursuant to Section 5.

     (u)  "Plan" means the Second Amended and Restated 2001 Stock Incentive Plan
          as set forth herein, which may be further amended from time to time.

     (v)  "Securities" means any debt or equity securities of the Company or a
          subsidiary, whether now or hereafter authorized, and any instrument
          convertible into or exchangeable for Securities or a Security. The
          term "Security" shall mean one of the Securities.

     (w)  "Stock" shall include any and all shares, interests or other
          equivalents (however designated) of, or participations in, corporate
          stock.

     (x)  "Stockholder" means a holder of Stock.

3.   SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

     (a)  Subject to the provisions of Section 3(c) and Section 12 of the Plan,
          the maximum number of shares of Common Stock that may be issued or
          transferred or exercised pursuant to Incentive Awards under the Plan,
          including the number of shares of Common Stock of the Company that may
          be issued or transferred or exercised pursuant to ISOs, shall not
          exceed the lesser of 14,547,252 shares, or 30% of the then outstanding
          Securities of the Company, on an as-converted basis.

     (b)  The shares of Common Stock to be delivered under the Plan will be made
          available, at the discretion of the Board, either from authorized but
          un-issued shares of Common Stock or from previously issued shares of
          Common Stock reacquired by the Company, including shares purchased on
          the open market.

     (c)  Shares of Common Stock subject to an Incentive Award that expires, is
          terminated unexercised, is forfeited for any reason, or is settled in
          a manner that results in fewer shares outstanding than were initially
          awarded, shares surrendered in payment of the option price or any tax
          obligation with respect to an Award, and shares of Common Stock that
          are repurchased by, or forfeited to, the Company shall again be
          available for granting Incentive Awards under the Plan to the extent
          of such expiration, termination, forfeiture, repurchase or decrease.


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4.   ADMINISTRATION OF THE PLAN.

     The Board shall administer the Plan, and the Committee may exercise such
powers and authority as the Board may delegate to the Committee from time to
time. The Committee shall recommend to the Board and the Board shall in its
discretion determine the Eligible Persons to whom, and the time or times at
which, Incentive Awards may be granted and the number of shares subject to each
Incentive Award. The Board has authority, in its sole discretion, to interpret
the Plan, and to determine the terms and provisions of the respective Incentive
Awards agreements and to make all other determinations necessary or advisable
for Plan administration. The Board has the authority to prescribe, amend, and
rescind rules and regulations relating to the Plan. All interpretations,
determinations, and actions by the Board will be final, conclusive, and binding
upon all parties. No member of the Board or the Committee will be liable for any
action or determination made in good faith by the Board or Committee with
respect to the Plan or any Incentive Award under it.

5.   ELIGIBILITY.

     Any employee, Non-Executive Director and consultant who has been
recommended by the Committee and approved by the Board to be Eligible Persons
are eligible to participate in the Plan. The Board has authority, in its sole
discretion, to determine and designate from time to time those Eligible Persons
who are to be granted Incentive Awards, and the type and amount of Incentive
Award to be granted. Each Incentive Award will be evidenced by a written
instrument and may include any other terms and conditions consistent with the
Plan, as the Board may determine.

6.   WRITTEN AGREEMENT; EFFECT.

     Each Option shall be evidenced by an Option Agreement, in form satisfactory
to the Board, executed by the Company and by the person to whom such Option is
granted. The Option Agreement shall specify whether each Option it evidences is
a NQO or an ISO. Failure of the grantee to execute an Option Agreement shall not
void or invalidate the grant of an Option; but the Option may not be exercised,
however, until the Option Agreement is executed.

7.   ANNUAL $100,000 LIMITATION IN ISOS.

     To the extent required by Section 422(d) of the Code, the aggregate Fair
Market Value of shares of the Common Stock with respect to which ISOs are
exercisable for the first time by any individual during any calendar year shall
not exceed $100,000. For this purpose, Fair Market Value shall be the Fair
Market Value of the shares covered by the ISOs when the ISOs were granted. If by
their terms, such ISOs taken together would first become exercisable at a faster
rate, this $100,000 limitation shall be applied by deferring the exercisability
of those ISOs or portions of ISOs which have later grant dates. The ISOs or
portions of ISOs, the exercisability of which are so deferred, shall become
exercisable on the first day of the first subsequent calendar year during which
they may be exercised, as determined by applying these same principles of this
Section and all other provisions of this Section and all other provisions of
this Plan, including those relating to the expiration and termination of ISOs.


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8.   ADVANCE APPROVALS.

     The Board may approve the grant of Options to persons who are expected to
become Eligible Persons at the date of approval. In such cases, the Option shall
be deemed granted, without further approval, on the date the grantee becomes an
Eligible Person, and must satisfy all requirements of this Plan for Options
granted on the date the grantee becomes an Eligible Person.

9.   TERMS AND CONDITIONS OF STOCK OPTIONS.

     (a)  Each Option shall be designated as an ISO or a NQO and shall be
          subject to the terms and conditions set forth in Section 9. ISOs shall
          also be subject to the terms and conditions set forth in Section 10.

     (b)  Each Option Agreement shall specify the date as of which it shall be
          effective, which date shall be the Grant Date (determined pursuant to
          Section 8 in the case of advance approvals).

     (c)  Except as provided in Section 10 hereof, the purchase price of Common
          Stock under each Option will be determined by the Board. The purchase
          price of Common Stock under each Option shall not be less than the
          Fair Market Value of the Common Stock on the Grant Date.

     (d)  Exercise of Options.

          (i)  Procedure for Exercise: Rights as a Shareholder. Subject to the
               provisions of this Section 9 and Section 10 hereof, each Option
               shall be exercisable at such times and under such conditions as
               determined by the Board, including performance criteria with
               respect to the Company and/or the Optionee, and as shall be
               permissible under the terms of the Plan.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised when written notice of such
          exercise has been given to the Company in accordance with the terms of
          the Option Agreement by the person entitled to exercise the Option and
          full payment for the shares with respect to which the Option is
          exercised has been received by the Company. Full payment may, as
          authorized by the Board, consist of any consideration and method of
          payment allowable under Section 13(l) of the Plan. Until the issuance
          (as evidenced by the appropriate entry on the books of the Company) of
          the stock certificate evidencing such shares, no right to vote or
          receive dividends or any other rights as a shareholder shall exist
          with respect to the shares received upon exercise of the Option. The
          Company shall issue (or cause to be issued) such stock certificate
          promptly upon exercise of the Option. No adjustment will be made for a
          dividend or other right for which the record date is prior to the date
          the stock certificate is issued, except as provided in Section 12 of
          the Plan.


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          (ii) Vesting.

               1)   Except as provided in subsection 3) below, with respect to
                    any Option grant made on or after July 29, 2005, Options may
                    be exercised as follows:

                    a)   25% of the Option shares shall become exercisable on
                         the twelve (12) month anniversary of the Grant Date;

                    b)   The remaining Option shares shall become exercisable in
                         equal 1/36th increments on the first day of each
                         consecutive month beginning after the twelve (12) month
                         anniversary date of the Grant Date.

               2)   Except as provided in subsection 3) below, with respect to
                    any Option originally granted by the Company before July 29,
                    2005, such Options shall be exercisable in accordance with
                    the terms set forth in the Option Agreement or grant
                    instrument governing such Options that is then in effect, or
                    as amended thereafter; notwithstanding anything to the
                    contrary, an Optionee shall have the right to exercise at
                    least 20% of his or her Options annually over the 5 year
                    period following the Grant Date and beginning on the twelve
                    (12) month anniversary date of the Grant Date.

               3)   With respect to any Option Grant, the Board of Directors may
                    approve a vesting period that is shorter than the periods
                    set forth in subsections (1) and (2) above.

          (iii) Termination of Status as an Employee, Consultant or
               Non-Executive Director. In the event of a termination in an
               Optionee's status as an employee, consultant or Non-Executive
               Director (as the case may be) for any reason whatever, subsequent
               to such termination an Optionee may, subject to the limitations
               set forth in the Option Agreement, Section 14(d) hereof, exercise
               the Option to the extent that such employee, consultant or
               Non-Executive Director was entitled to exercise it on the date of
               such termination, for the sake of clarity, after the vesting of
               any Option in accordance with this Agreement. To the extent that
               such employee, consultant or Non-Executive Director does not
               exercise such Option (which such employee, consultant or
               Non-Executive Director was entitled to exercise) within the time
               specified in the Option Agreement, the Option shall terminate as
               detailed in Section 14(d) hereof.

          (iv) Partial exercise. Unless otherwise provided in the Option
               Agreement, any exercise of an Option granted under this Plan may
               be made in whole or in part.

     (e)  No fractional shares will be issued pursuant to the exercise of an
          Option nor will any cash payment be made in lieu of fractional shares.


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     (f)  Each Option Agreement may contain such other terms, provisions, and
          conditions that are consistent with this Plan, including rights of
          repurchase, as may be determined by the Board, and each ISO granted
          under this Plan shall include such provisions and conditions as are
          necessary to qualify such option as an "incentive stock option" within
          the meaning of Section 422 of the Code.

10.  TERMS AND CONDITIONS TO WHICH ONLY ISOS ARE SUBJECT.

     Options granted under this plan which are designated as ISOs shall be
subject to the following terms and conditions:

     (a)  The exercise price of an ISO shall be determined in accordance with
          the applicable provisions of the Code and shall in no event be less
          than the Fair Market Value of the stock covered by the ISO at the
          Grant Date; provided, however, that the exercise price of an ISO
          granted to any person who owns, directly or indirectly (or is treated
          as owning by reason of attribution rules, currently set forth in Code
          Section 424), stock of the Company constituting more than ten percent
          of the total combined voting power of all classes of outstanding stock
          of the Company or of any affiliate of the Company, shall in no event
          be less than 110 percent of such fair market value.

     (b)  Unless an earlier expiration date is specified by the Board at the
          Grant Date in the Option Agreement, each ISO shall expire ten (10)
          years from its Grant Date; except that an ISO granted to any person
          who owns, directly or indirectly (or is treated as owning by reason of
          applicable attribution rules currently set forth in Section 424 of the
          Code) stock of the Company constituting more than ten percent of the
          total combined voting power of the Company's outstanding stock, or the
          stock of any affiliate of the Company, shall expire five years from
          its Grant Date.

     (c)  If Common Stock acquired by exercise of an ISO is disposed of within
          two years from the Grant Date or within one year after the transfer of
          the Common Stock to the Optionee, the holder of the Common Stock
          immediately prior to the disposition shall promptly notify the Company
          in writing of the date and terms of the disposition and shall provide
          such other information regarding the disposition as the Company may
          reasonably require. Such holder shall pay to the Company any
          withholding and employment taxes which the Company in its sole
          discretion deems applicable. The Company may instruct its stock
          transfer agent by appropriate means, including placement of legends on
          stock certificates, not to transfer stock acquired by exercise of an
          ISO unless it has been advised by the Company that the requirements of
          this Section have been satisfied.

11.  TERMS AND CONDITIONS OF INCENTIVE STOCK AWARDS.

     (a)  All shares of Incentive Stock Awards granted or sold pursuant to the
          Plan will be subject to the following conditions:


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          (i)  The shares may not be sold, transferred or otherwise alienated or
               hypothecated until any restrictions with respect to such shares
               are removed or expire.

          (ii) The Board may require the Participant to enter into an agreement
               providing that the certificates representing Incentive Stock
               Awards granted or sold pursuant to the Plan will remain in the
               physical custody of the Company until all restrictions are
               removed or expire.

          (iii) Each certificate representing Incentive Stock Awards granted
               pursuant to the Plan will bear a legend making appropriate
               reference to the restrictions imposed.

          (iv) The Board may impose other conditions on any shares granted or
               sold pursuant to the Plan as it may deem advisable, including,
               without limitation, restrictions under the Securities Act of
               1933, as amended, under the requirements of any stock exchange
               upon which such shares or shares of the same class are then
               listed and under any blue sky or other securities laws applicable
               to such shares.

     (b)  The restrictions imposed under subparagraph (a) above upon Incentive
          Stock Awards will lapse in accordance with a schedule or other
          conditions as determined by the Board, subject to the provisions of
          Section 14(e) hereof.

     (c)  Subject to the provisions of subparagraph (a) above and Section 13(1)
          hereof, the holder of Option Stock will have all rights of a
          stockholder with respect to the Incentive Stock Awards granted or
          sold, including the right to vote the shares and receive all dividends
          and other distributions paid and made with respect thereto.

12.  ADJUSTMENT PROVISIONS.

     (a)  If the outstanding shares of Common Stock of the Company are
          increased, decreased, or exchanged for a different number or kind of
          shares or other Securities, or if additional shares or new or
          different shares or other Securities are distributed with respect to
          such shares of Common Stock or other Securities, through merger,
          consolidation, sale of all or substantially all of the property of the
          Company, reorganization, recapitalization, reclassification, stock
          dividend, stock split, reverse stock split or other distribution with
          respect to such shares of Common Stock, or other Securities an
          appropriate and proportionate adjustment may be made in (i) the
          maximum number and kind of shares provided in Section 3, (ii) the
          number and kind of shares or other Securities subject to the then
          outstanding Incentive Awards, and (iii) the price for each share or
          other unit of any other Securities subject to then outstanding
          Incentive Awards without change in the aggregate purchase price or
          value as to which such Incentive Awards remain exercisable or subject
          to restrictions.

     (b)  Adjustments under Sections 12(a) will be made by the Board, whose
          determination as to what adjustment will be made and the extent
          thereof will be


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          final, binding, and conclusive. No fractional interest will be issued
          under the Plan on account of any such adjustments.

     (c)  In order to preserve a Participant's rights under an Incentive Award
          in the event of a change in control of the Company as defined by the
          Board (a "Change in Control"), the Board in its discretion may, at the
          time an Incentive Award is made or at any time thereafter, take one or
          more of the following actions: (i) provide for the acceleration of any
          time period relating to the exercise or payment of the Incentive
          Award, (ii) provide for payment to the Participant of cash or other
          property with a Fair Market Value equal to the amount that would have
          been received upon the exercise or payment of the Incentive Award had
          the Incentive Award been exercised or paid upon the Change in Control,
          (iii) adjust the terms of the Incentive Award in a manner determined
          by the Committee to reflect the Change in Control, (iv) cause the
          Incentive Award to be assumed, or new rights substituted therefor, by
          another entity, or (v) make such other provision as the Board may
          consider equitable to Participants and in the best interests of the
          Company.

13.  GENERAL PROVISIONS.

     (a)  Nothing in the Plan or in any instrument executed pursuant to the Plan
          will confer upon any Participant any right to continue as an employee,
          consultant or member of the Board or any of its subsidiaries or affect
          the right of the Company to terminate the employment or membership on
          the Board of any Participant at any time with or without cause.

     (b)  No shares of Common Stock will be issued or transferred pursuant to an
          Incentive Award unless and until all then-applicable requirements
          imposed by Federal and state securities and their laws, rules and
          regulations and by any regulatory agencies having jurisdiction, and by
          any stock exchanges upon which the Common Stock may be listed have
          been fully met. As a condition precedent to the issuance of shares
          pursuant to the grant or exercise of an Incentive Award, the Company
          may require the Participant to take any reasonable action to meet such
          requirements.

     (c)  No Participant and no beneficiary or other person claiming under or
          through such Participant will have any right, title or interest in or
          to any shares of Common Stock allocated or reserved under the Plan or
          subject to any Incentive Award except as to such shares of Common
          Stock, if any, that have been issued or transferred to such
          Participant.

     (d)  The Company may make such provisions as it deems appropriate to
          withhold any taxes the Company determines it is required to withhold
          in connection with any Incentive Award.

     (e)  No Incentive Award and no right under the Plan, contingent or
          otherwise, will be assignable or subject to any encumbrance, pledge or
          change of any nature except


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          that, under such rules and regulations as the Company may establish
          pursuant to the terms of the Plan, a beneficiary may be designated
          with respect to an Incentive Award in the event of death of a
          Participant. If such beneficiary is the executor or administrator of
          the estate of the Participant, any rights with respect to such
          Incentive Award may be transferred to the person or persons or entity
          (including a trust) entitled thereto under the will of the holder of
          such Incentive Award.

     (f)  The Company may make a loan to a Participant who is a full-time
          employee in connection with (i) the exercise of an Option in an amount
          not to exceed the aggregate exercise price of the Option being
          exercised and the grossed up amount of any Federal and state taxes
          payable as a result of such vesting. Any such loan may be secured by
          shares of Common Stock or other collateral deemed adequate by the
          Board and will comply in all respects with all applicable laws and
          regulations. The Board may adopt policies regarding eligibility for
          such loans, the maximum amounts thereof and any terms and conditions
          not specified in the Plan upon which such loans will be made. In no
          event will the interest rate be less than the minimum rate established
          by the Internal Revenue Service for the purpose of the purchase and
          sale of property.

     (g)  The Board may cancel, with the consent of the Participant, all or a
          portion of any Option granted under the Plan to be conditioned upon
          the granting to the Participant a new Option for the same or a
          different number of shares as the Option surrendered, or may require
          such voluntary surrender as a condition to a grant of a new Option to
          such Participant. Such Option shall be exercisable at the price,
          during the period, and in accordance with any other terms or
          conditions specified by the Board at the time the new Option is
          granted, all determined in accordance with the provisions of the Plan
          without regard to the price, period of exercise, or any other terms or
          conditions of the Option surrendered.

     (h)  The forms of Options granted under the Plan may contain such other
          provisions as the Board may deem advisable. Without limiting the
          foregoing and if so authorized by the Board, the Company may, with
          consent of the Participant, and at any time or from time to time,
          cancel all or a portion of any Option granted under the Plan then
          subject to exercise and discharge its obligation in respect of the
          Option either by payment to the Participant of an amount of cash equal
          to the excess, if any, of the Fair Market Value, at such time, of the
          shares subject to the portion of the Option so canceled over the
          aggregate purchase price specified in the Option covering such shares,
          or by issuance or transfer to the Participant of shares of Common
          Stock with a Fair Market Value, at such time, equal to any such
          excess, or by a combination of cash and shares. Upon any such payment
          of cash or issuance of shares, (i) there shall be charged against the
          aggregate limitations set forth in Section 3(a) a number of shares
          equal to the number of shares so issued plus the number of shares
          purchasable with the amount of any cash paid to the Participant on the
          basis of the Fair Market Value as of the date of payment, and (ii) the
          number of shares subject to the portion of the Option so canceled,
          less the number of shares so charged against such limitations, shall
          thereafter be available for other grants.


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     (i)  To the extent required by California securities laws, the Company,
          shall at least annually, provide the residents of California who are
          Optionees or own shares of Company Stock acquired pursuant to
          Incentive Awards under the Plan with annual financial statements of
          the Company.

     (j)  The Participant shall pay to the Company, or make provision
          satisfactory to the Board for payment of, any taxes required by law to
          be withheld in respect of any Incentive Award no later than the date
          of the event creating the tax liability. In the Board's discretion,
          such tax obligations may be paid in whole or in part in shares of
          Stock, including shares retained from the exercise of the Option or
          from the grant of an Incentive Stock Award creating the tax
          obligation, valued at the Fair Market Value of the Stock on the date
          of delivery to the Company. The Company and any of its affiliates may,
          to the extent permitted by law, deduct any such tax obligations from
          any payment of any kind otherwise due to the Participant.

     (k)  Each Incentive Award under the Plan shall be evidenced by a writing
          delivered to the Participant specifying the terms and conditions
          thereof and containing such other terms and conditions not
          inconsistent with the Plan as the Board considers necessary and
          advisable. The Board may at the time of grant of an Incentive Award or
          at any time thereafter, require as a condition for exercise of an
          Option or receipt of an Incentive Stock Award that the Participant
          execute a Shareholder Agreement containing such provisions relating to
          voting, restrictions on transferability, first refusal rights, co-sale
          rights, etc., and otherwise as the Board may deem necessary or
          desirable and may at any time impose such additional conditions with
          respect to the issuance and/or delivery of stock under the Plan as it
          considers necessary or advisable to comply with the requirements of
          securities, tax or other laws or regulations, including without
          limitation restricting the transfer of such shares and requiring
          appropriate representations and agreements from the Participant, and
          the Company shall be entitled to postpone such issuance or delivery
          until such conditions have been met.

     (l)  Except as set forth below, the purchase price, if any, for shares
          acquired pursuant to an Incentive Award will be payable in full in
          cash. In the discretion of the Board, such payment may be made by the
          assignment and delivery to the Company of shares of Common Stock owned
          by the holder of the Incentive Awards; or by a promissory note secured
          by shares of Common Stock bearing interest at a rate equal to the
          minimum rate permitted by the Internal Revenue Service; or by a
          combination of cash and any of the above. Any shares so assigned and
          delivered to the Company in payment or partial payment of the purchase
          price will be valued at their Fair Market Value on the purchase date.
          The Board may, in its discretion and upon request of the holder, issue
          shares of the Incentive Awards directly to a brokerage firm or firms
          to be selected by the Board, without payment of the purchase price by
          the holder but upon delivery of an irrevocable guarantee by such
          brokerage firm or firms of the payment of such purchase price. No
          payment by an assignment of shares, by a promissory note or by any
          combination thereof, or by the guarantee of a brokerage firm or firms
          as


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          described above, will be allowed unless such payments are allowed
          under applicable requirements of Federal and state tax, securities and
          other laws, rules and regulations and by any regulatory authority
          having jurisdiction.

14.  AMENDMENT AND TERMINATION.

     (a)  The Board will have the power, in its discretion, to amend, suspend or
          terminate the Plan at any time. No such amendment, suspension or
          termination will, without approval of the stockholders of the Company,
          except as provided in Section 12 of the Plan:

          (i)  Change the class of persons eligible to receive Incentive Awards
               under the Plan;

          (ii) Materially increase the benefits accruing to Eligible Persons
               under the Plan;

          (iii) Increase the number of shares of Common Stock subject to the
               Plan; or

          (iv) Transfer the administration of the Plan to any person who is not
               a Disinterested Person under the Securities Exchange Act of 1934.

     (b)  The Board may, with the consent of a Participant, make such
          modifications in the terms and conditions of an Incentive Award
          agreement as it deems advisable.

     (c)  No amendment, suspension or termination of the Plan will, without the
          consent of the Participant, alter, terminate impair or adversely
          affect any right or obligation under any Incentive Award previously
          granted under the Plan.

     (d)  Expiration of Options.

          (i)  Unvested Options. All Options that have not vested at the time a
               Participant ceases to be an Eligible Person for any reason
               (defined in this Section 14(d) as a "Termination") shall expire
               immediately on the date of Termination, unless otherwise
               specified in the Optionee's Option Agreement or Employment
               Agreement.

          (ii) Vested Options. Unless otherwise approved by the Board, any
               Option which has become exercisable but which has not been
               exercised shall terminate at the close of business on the
               thirtieth day following the date the Optionee ceases to serve as
               an employee, director or consultant of the Company or a
               Subsidiary. Provided, however, that if the Optionee ceases to
               serve as an employee, director or consultant of the Company or a
               Subsidiary by reason of the Optionee's death, incapacity or
               retirement, the Option shall terminate twelve months after the
               Optionee ceases such service. Where an Option is exercised more
               than thirty days after the Optionee ceases service as an
               employee, director or consultant of the Company or a Subsidiary,
               the Option may be exercised only to the extent


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               it could have been exercised on the thirtieth day after the
               Optionee ceased such service. Notwithstanding the foregoing, but
               subject to Section 10(b) hereof, the Board in its sole discretion
               may increase the exercise period for any Option which has become
               exercisable but which has not been exercised on the date the
               Optionee ceases to serve as an employee, director or consultant
               of the Company or a Subsidiary by reason of the Optionee's death,
               incapacity or termination. A leave of absence for military or
               governmental service or for other purposes shall not, if approved
               by the Board, be deemed a termination of service within the
               meaning of this paragraph. Notwithstanding the foregoing
               provisions of this paragraph or any other provisions of this
               Plan, no Option shall be exercisable after expiration of the term
               for which the Option was granted, which shall in no event exceed
               ten years.

     (e)  The Board may in its sole discretion determine, (i) with respect to an
          Incentive Award, that any Participant who is on leave of absence for
          any reason will be considered as still in the employ of the Company,
          provided that rights to such Incentive Award during a leave of absence
          will be limited to the extent to which such right was earned or vested
          at the commencement of such leave of absence, or (ii) with respect to
          any Options of any Participant who is retiring at normal retirement
          age or with the consent of the Company or any subsidiary thereof at an
          earlier age, that the Options of such Participant will accelerate and
          become fully exercisable on a date specified by the Board which is not
          later than the effective date of such retirement.

15.  EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.

     This Plan will become effective upon adoption by the Board and the holders
of a majority of the outstanding shares of the Company. Unless previously
terminated, the Plan will terminate on June 20, 2017.


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