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                                                                    EXHIBIT 10.2

                                 CYNOSURE, INC.

                             2004 STOCK OPTION PLAN

                          (as amended on May 17, 2005)

1.    PURPOSES OF THE PLAN.

This 2004 Stock Option Plan (the "Plan") is intended to provide incentives (a)
to the officers and employees of Cynosure, Inc., a Delaware corporation (the
"Company"), and any parent or subsidiary of the Company, by providing such
officers and employees with opportunities to purchase stock in the Company
pursuant to options granted hereunder which qualify as "incentive stock options"
under Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code") ("ISO" or "ISOs"); and (b) to directors, officers, employees,
consultants and advisors of the Company and any present or future parent,
subsidiary or affiliate of the Company (hereinafter collectively "Related
Corporations") by providing them with opportunities to purchase stock in the
Company pursuant to options granted hereunder which do not qualify as ISOs
("Non-Qualified Option" or "Non-Qualified Options"). Both ISOs and Non-Qualified
Options are referred to hereafter individually as an "Option" and collectively
as "Options". As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation", respectively, as those terms are
defined in Section 424 of the Code.

2.    ADMINISTRATION OF THE PLAN.

      (a) Board or Committee Administration. This Plan shall be administered by
the Board of Directors of the Company (the "Board"). The Board may appoint a
Compensation Committee or a Stock Incentive Plan Committee (as the case may be,
the "Committee") of two (2) or more of its members to administer this Plan and
to grant Options hereunder, provided such Committee is delegated such powers in
accordance with applicable state law. (All references in this Plan to the
"Committee" shall mean the Board if no such Compensation Committee or Stock
Incentive Plan Committee has been so appointed). If the Company or any Related
Corporation registers any class of any equity security pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Plan
shall be administered in accordance with the applicable rules set forth in Rule
16b-3 or any successor provisions of the Exchange Act ("Rule 16b-3"). From and
after the date the Company becomes subject to Section 162(m) of the Code with
respect to compensation earned under this Plan, each member of the Committee
shall also be an "outside director" within the meaning of Section 162(m) of the
Code and the regulations promulgated thereunder.

      (b) Authority of Board or Committee. Subject to the terms of this Plan,
the Committee shall have the authority to: (i) determine the employees of the
Company and any Related Corporation (from among the class of employees eligible
under paragraph 3 to receive ISOs) to whom ISOs may be granted, and to determine
(from among the class of individuals and entities eligible under paragraph 3 to
receive Non-Qualified Options) to whom Non-Qualified Options may be granted;
(ii) determine the time or times at which Options may be granted; (iii)
determine the exercise price of shares subject to each Option, which price shall
not be less than the minimum price specified in paragraph 6; (iv) determine
whether each Option granted shall be an ISO or a Non-Qualified Option: (v)
determine (subject to paragraph 8) the time or times when or what conditions
must be satisfied before each Option shall become exercisable and the duration
of the exercise period; (vi) determine whether restrictions such as transfer
restrictions, repurchase options and "drag along" rights and rights of first

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refusal are to be imposed on shares subject to Options and the nature of such
restrictions, if any; (vii) impose such other terms and conditions with respect
to capital stock issued pursuant to Options not inconsistent with the terms of
this Plan as it deems necessary or desirable; and (viii) interpret the Plan and
prescribe and rescind rules and regulations relating to it.

      If the Committee determines to issue a Non-Qualified Option, the Committee
shall take whatever actions it deems necessary, under the Code and the
regulations promulgated thereunder, to ensure that such Option is not treated as
an ISO. The interpretation and construction by the Committee of any provisions
of the Plan or of any Option granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time adopt such rules
and regulations for carrying out the Plan as it may deem best. No member of the
Board or the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Option granted under it.

      (c) Delegation of Authority to Grant Options to Officer. Without limiting
the foregoing, the Board, in its discretion, may also delegate to a single
officer of the Company who is a member of the Board (to the extent consistent
with state law) all or part of the Board's or Committee's authority and duties
with respect to the granting of Options to individuals who are not subject to
the reporting and other provisions of Section 16 of the Exchange Act or "covered
employees" within the meaning of Section 162(m) of the Code, subject to such
limitations as the Board or the Committee deems appropriate, including without
limitation as to the number of Options that may be granted during the period of
delegation, and guidelines as to the determination of the exercise price of any
Option and the setting of vesting schedules or criteria. Such officer (the
"Delegated Officer") shall act as a one member committee of the Board, and shall
in any event be subject to the same limitations as are applicable to the
Committee. References to the Committee in this Plan shall also include the
Delegated Officer, but only to the extent consistent with the authorities and
duties delegated to the Delegated Officer by the Board. The Board may revoke or
amend the terms of a delegation at any time but such action shall not invalidate
any prior actions of the Delegated Officer that were consistent with the terms
of this Plan.

      (d) Committee Actions. The Committee may select one of its members as its
chairman and shall hold meetings at such time and places as it may determine.
Acts by a majority of the Committee, acting at a meeting (whether held in person
or by teleconference), or acts reduced to or approved in writing by all of the
members of the Committee, shall be the valid acts of the Committee. From time to
time the Board may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies however caused, or remove all members
of the Committee and thereafter directly administer this Plan, subject to
compliance with paragraph 2(a).

      (e) Grant of Options to Board Members. Options may be granted to members
of the Board, subject to compliance with Rule 16b-3 when required by paragraph
2(a). All grants of Options to members of the Board shall in all respects be
made in accordance with the provisions of this Plan applicable to other eligible
persons.

3.    ELIGIBLE EMPLOYEES AND OTHERS.

ISOs may be granted to any employee of the Company or any parent or subsidiary
of the Company. Those officers and directors of the Company who are not
employees of the

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Company or any parent or subsidiary of the Company may not be granted ISOs under
this Plan. Non-Qualified Options may be granted at any employee, officer or
director (whether or not also an employee) of or consultant or advisor to the
Company or any Related Corporation. The Committee may take into consideration a
recipient's individual circumstances in determining whether to grant an Option.

4.    STOCK.

The stock subject to Options shall be the authorized but unissued common shares
of the Company (the "Common Stock"), or shares of Common Stock reacquired by the
Company in any manner. The aggregate number of shares of Common Stock which may
be issued pursuant to this Plan is 1,850,000, subject to adjustment as provided
in paragraph 13. Any such shares may be issued pursuant to the exercise of
Options, so long as the aggregate number of shares so issued does not exceed the
number of such shares authorized under this paragraph 4.

5.    GRANTING OF OPTIONS.

Options may be granted under this Plan at any time after November 16, 2004 and
prior to November 16, 2014. The date of grant of an Option under this Plan will
be the date specified by the Committee at the time it grants the Options or such
date that is specified in the instrument or agreement evidencing such Options;
provided, however, that such date shall not be prior to the date on which the
Committee acts to approve the grant and that with respect to an ISO grant such
date shall not be earlier than the date of commencement of employment of the
employee granted the ISO. The Committee shall have the right, with the consent
of the optionee, to convert an ISO granted under this Plan to a Non-Qualified
Option pursuant to paragraph 17.

6.    MINIMUM OPTION PRICE; ISO LIMITATIONS.

      (a) Price for ISOs. The exercise price per share specified in the
agreement relating to each ISO granted under this Plan shall not be less than
the fair market value per share of Common Stock on the date of such grant. In
the case of an ISO to be granted to an employee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, the price per share specified in the agreement relating to
such ISO shall not be less than one hundred ten percent (110%) of the fair
market value per share of Common Stock on the date of grant.

      (b) $100,000 Annual Limitation on ISOs. Each eligible employee may be
granted ISOs only to the extent that, in the aggregate under this Plan and all
other incentive stock option plans of the Company and any parent or subsidiary
of the Company, such ISOs do not become exercisable for the first time by such
employee during any calendar year in a manner which would entitle the employee
to purchase more than $100,000 in fair market value (determined at the time the
ISOs were granted) of Common Stock in that year. Any Options granted to an
employee in excess of such amount will be granted as Non-Qualified Options.

      (c) Determination of Fair Market Value. If, at the time an Option is
granted under the Plan, the Common Stock is publicly traded, "fair market value"
shall be determined as of the last business day for which the prices or quotes
discussed in this sentence are available prior to the date such Option is
granted and shall mean (i) the average (on that date) of the high and low prices
of the Common Stock on the principal national securities exchange on

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which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the NASDAQ National Market List, if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid price (or average of bid prices) last quoted (on that date) by an
established quotation service for over-the-counter securities, if the Common
Stock is not then traded on a national securities exchange and is not reported
on the NASDAQ National Market List. However, if the Common Stock is not publicly
traded at the time an Option is granted under the Plan, "fair market value"
shall be deemed to be the fair value of the Common Stock as determined by the
Committee after taking into consideration all factors in good faith it deems
appropriate, including, without limitation, recent sale and offer prices of the
Common Stock in private transactions negotiated at arm's length, if any.

7.    OPTION DURATION.

Subject to earlier termination as provided in paragraphs 9, 10, and 13(b), each
Option shall expire on the date specified by, or shall have such duration as may
be specified by, the Committee and set forth in the original stock option
agreement granting such Option, but not more than ten years from the date of
grant. Notwithstanding the foregoing, in the case of ISOs granted to an employee
owning stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, such ISOs shall expire not more
than five years from the date of grant. Non-Qualified Options shall expire on
the date specified in the agreement granting such Non-Qualified Options, subject
to extension as determined by the Committee. ISOs, or any part thereof, that
have been converted into Non-Qualified Options may be extended as provided in
paragraph 17.

8.    EXERCISE OF OPTIONS.

Subject to the provisions of paragraphs 9 through 13, each Option granted under
the Plan shall be exercisable as follows:

      (a) Vesting. As set forth in paragraph 2(b), and subject to paragraphs 9
and 10 with respect to ISOs, the Committee shall determine the time or times
when or what conditions must be satisfied before each Option shall become
exercisable and the duration of the exercise period. The Committee may also
specify such other conditions precedent as it deems appropriate to the exercise
of an Option.

      (b) Full Vesting of Installments. Once an installment becomes exercisable
it shall remain exercisable until expiration or termination of the Option,
unless otherwise specified by the Committee.

      (c) Partial Exercise. Each Option or installment may be exercised at any
time or from time to time, in whole or in part, for up to the total number of
shares with respect to which it is then exercisable, provided that the Committee
may specify a certain minimum number or percentage of the shares issuable upon
exercise of any Option that must be purchased upon any exercise.

      (d) Acceleration of Vesting. The Committee shall have the right to
accelerate the date of exercise of any installment of any Option, despite the
fact that such acceleration may (i) cause the application of Sections 280G and
4999 of the Code if a Change in Control Event,

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as defined below in paragraph 13(b), occurs, or (ii) disqualify all or part of
the Option as an ISO.

9.    TERMINATION OF EMPLOYMENT.

Subject to the provisions of paragraph 13(b), if an ISO optionee ceases to be
employed by the Company and all Related Corporations other than by reason of
death or disability as defined in paragraph 10, no further installments of his
or her ISOs shall become exercisable following the date of such cessation of
employment, and his or her ISOs shall terminate after the passage of ninety (90)
days from the date of termination of his or her employment, but in no event
later than on their specified expiration dates, except to the extent that such
ISOs (or unexercised installments thereof) have been converted into
Non-Qualified Options pursuant to paragraph 17. Nothing in this Plan shall be
deemed to give any grantee of any Option the right to be retained in employment
or other service by the Company or any Related Corporation for any period of
time.

Notwithstanding anything contained in this paragraph 9 to the contrary, the
Board or Committee may establish rules in particular stock option agreements
with respect to Misconduct, as defined below, committed by a grantee of an
Option.

10.   DEATH; DISABILITY.

      (a) Death. If an ISO optionee ceases to be employed by the Company and all
Related Corporations by reason of his or her death, or if the employee dies
within the thirty (30) day period after the employee ceases to be employed by
the Company and all Related Corporations, any ISO of his or hers may be
exercised, to the extent of the number of shares with respect to which he or she
could have exercised it on the date of his or her death, by his or her estate,
personal representative or beneficiary who has acquired the ISO by will or by
the laws of descent and distribution, at any time prior to the earlier of the
specified expiration date of the ISO or one hundred and eighty (180) days from
the date of such optionee's death.

      (b) Disability. If an ISO optionee ceases to be employed by the Company
and all Related Corporations by reason of his or her disability, he or she shall
have the right to exercise any ISO held by the optionee on the date of
termination of employment, to the extent of the number of shares with respect to
which he or she could have exercised it on that date, at any time prior to the
earlier of the specified expiration date of the ISO or one (1) year from the
date of the termination of the optionee's employment. For the purposes of the
Plan, the term "disability" shall mean "permanent and total disability" as
defined in Section 22(e)(3) of the Code or successor statute.

11.   ASSIGNABILITY.

Except for Non-Qualified Options which may be transferred for estate planning
purposes to the extent provided in the instrument or agreement granting such
Non-Qualified Options, no Option shall be assignable or transferable by the
grantee except by will or by the laws of descent and distribution, and during
the lifetime of the grantee each Option shall be exercisable only by the
optionee. No Option, and no right to exercise any portion thereof, shall be
subject to execution, attachment, or similar process, assignment, or any other
alienation or hypothecation. Upon any attempt so to transfer, assign, pledge,
hypothecate, or otherwise dispose of any Option, or of any right or privilege
conferred thereby, contrary to the

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provisions thereof or hereof or upon the levy of any attachment or similar
process upon any Option, right or privilege, such Option and such rights and
privileges shall immediately become null and void. The foregoing shall not be
construed to restrict the ability to assign or transfer shares of Common Stock
issued upon the exercise or award of an Option to the extent that the instrument
or agreement granting such Option permits such assignment or transfer.

12.   TERMS AND CONDITIONS OF OPTIONS.

Option shall be evidenced by instruments (which need not be identical) in such
forms as the Committee may from time to time approve. Such instruments shall
conform to the terms and conditions set forth in paragraphs 6 through 11 hereof
to the extent applicable and may contain such other provisions as the Committee
deems advisable which are not inconsistent with this Plan. Without limiting the
foregoing, such provisions may include transfer restrictions, rights of refusal,
vesting provisions, repurchase rights, lock-up provisions and drag-along rights
with respect to shares of Common Stock issuable upon exercise of Option, and
such other restrictions applicable to shares of Common Stock as the Committee
may deem appropriate. In granting any Non-Qualified Option, the Committee may
specify that such Non-Qualified Option shall be subject to the restrictions set
forth herein with respect to ISOs, or to such other termination, cancellation or
other provisions as the Committee may determine. The Committee may from time to
time confer authority and responsibility on one or more of its own members
and/or one or more officers of the Company to execute and deliver such
instruments. The proper officers of the Company are authorized and directed to
take any and all action necessary or advisable from time to time to carry out
the terms of such instruments.

13.   ADJUSTMENTS.

Upon the occurrence of any of the following events, an optionee's rights with
respect to Options granted to the optionee hereunder shall be adjusted as
hereinafter provided, unless otherwise specifically provided in the written
agreement between the optionee and the Company relating to such Option:

      (a) Stock Dividends and Stock Splits. If the shares of Common Stock
subject to Options granted under this Plan shall be subdivided or combined into
a greater or smaller number of shares or if the Company shall issue any shares
of Common Stock as a stock dividend on its outstanding Common Stock, the number
of shares of Common Stock deliverable upon the exercise of Options shall be
appropriately increased or decreased proportionately, and appropriate
adjustments shall be made in the purchase price per share to reflect such
subdivision, combination or stock dividend.

      (b) Acquisitions and Change in Control Events. If the Company is to be
subject to or engage in (x) a merger (or reverse merger), consolidation, or
other similar event affecting the Company in which outstanding shares of Common
Stock are exchanged for cash, securities, and/or other property of another
entity, or (y) the sale or lease of all or substantially all of the Company's
assets to another person or entity (any such event in such clauses (x) and (y)
an "Acquisition"), the Committee or the Board shall (i) provide that the entity
that survives the Acquisition or purchases or leases the Company's assets in the
Acquisition or any affiliate of such entity (the "Surviving Entity") shall
assume the Options granted pursuant to this Plan or substitute options to
purchase securities of the Surviving Entity (or an affiliate thereof) on an
equitable basis, (ii) upon written notice to the optionees, provide that all
Options will become exercisable in full subject to the consummation of the
Acquisition as of a specified time prior

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to the Acquisition and will terminate immediately prior to the consummation of
such Acquisition or within a specified period of time after the Acquisition, and
will not be exercisable after such termination, or (iii) in the event of an
Acquisition under the terms of which holders of Common Stock will receive upon
consummation thereof an amount of cash, securities and/or other property for
each share of Common Stock surrendered pursuant to such Acquisition (the amount
of cash plus the fair market value reasonably determined by the Committee of any
securities and/or other property received by holders of Common Stock in exchange
for each share of Common Stock shall be the "Acquisition Price"), provide that
all outstanding Options shall terminate upon consummation of such Acquisition
and that each optionee shall receive, in exchange for all vested shares of
Common Stock under such Option on the date of the Acquisition, a payment in cash
or in kind having a fair market value reasonably determined by the Committee or
the board of directors of the Surviving Entity equal to the amount (if any) by
which (A) the Acquisition Price multiplied by the number of such vested shares
of Common Stock exceeds (B) the aggregate exercise price of such shares. If the
Committee chooses under clause (iii) in the preceding sentence that all
outstanding Options shall terminate upon consummation of an Acquisition and that
each optionee shall receive a payment for the optionee's vested shares, with
respect to any optionee whose stock option agreement specifies that no shares
are vested until the first anniversary of the commencement of the optionee's
employment, if the consummation of the Acquisition occurs prior to such first
anniversary, then the number of vested shares under such Option shall be deemed
to be equal to the product of (x) the number of shares of stock subject to the
Option that otherwise would vest on the first anniversary and (y) the quotient
obtained by dividing the number of days the optionee was employed by the
Company, by 365. For purposes hereof, an Option shall be considered to be
assumed or substituted "on an equitable basis" (without limiting other ways in
which an Option may be assumed or substituted on an equitable basis hereunder)
if, following consummation of the Acquisition, the assumed or substituted option
confers the right to purchase, for each share of Common Stock subject to the
Option immediately prior to the consummation of the Acquisition, the
consideration received as a result of the Acquisition by the holders of Common
Stock for each share of Common Stock held immediately prior to the consummation
of the Acquisition (and if holders of Common Stock were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Acquisition Event is not solely common
stock of the Surviving Entity (or an affiliate thereof), the Company may, with
the consent of the Surviving Entity, provide for the consideration to be
received upon the exercise of each share of Common Stock subject to the Option
to consist solely of common stock of the Surviving Entity (or an affiliate
thereof) having a fair market value as reasonably determined by the Committee or
the board of directors of the Surviving Entity equal to the Acquisition Price.

      If a Change in Control Event, as defined below, occurs that either (a)
does not also constitute an Acquisition or (b) does constitute an Acquisition
and clause (i) of the preceding paragraph is elected, and the optionee's
employment with the Company, the Related Corporation or the Surviving Entity is
terminated on or prior to the six month anniversary of the date of the
consummation of such Change in Control Event either by the optionee for Good
Reason, as defined below, or by the Company, the Related Corporation or the
Surviving Entity for reason(s) other than Misconduct, as defined below, then all
of the Options, or the equivalent to such Options in the form of assumed or
substituted options granted in the Surviving Entity, that but for such
termination and such Change in Control Event would vest on or prior to the next
following annual anniversary of the Grant Date thereafter shall become
immediately exercisable in full and any repurchase provisions applicable to
Common Stock

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issued upon exercise thereof shall lapse, provided, however, that in particular
stock option agreements issued pursuant to this Plan, the Board may provide that
the Options or assumed or substituted options covered by such agreement shall
become immediately exercisable upon the consummation of such Change in Control
Event without regard to termination of employment, and that any repurchase
provisions applicable to Common Stock issued upon exercise thereof shall lapse.

      A "Change in Control Event" shall occur upon the occurrence of (i) an
Acquisition after which holders of the Common Stock before the Acquisition do
not beneficially own, directly or indirectly, at least 50% of the combined
voting power of the then-outstanding securities of the Surviving Entity entitled
to vote generally in the election of directors immediately after the
consummation of the Acquisition, (ii) a single transaction or a series of
transactions pursuant to which any person (within the meaning of Section 13(d)
or Section 14(d)(2) of the Securities Exchange Act of 1934), excluding any
employee benefit plan sponsored by the Company and any affiliates of the Company
prior to such transaction or transactions, acquires the beneficial ownership,
directly or indirectly, of at least 50% of the combined voting power of the
then-outstanding securities of the Company or the Surviving Entity, as the case
may be, entitled to vote generally in the election of directors immediately
after the consummation of the transaction or transactions, except that any
acquisitions of securities directly from the Company shall be disregarded for
purposes of this clause (ii), or (iii) the liquidation or dissolution of the
Company.

      If, in connection with a Change in Control Event, a tax under Section 4999
of the Code would be imposed on the grantee of any Option (after taking into
account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the
Code), and the grantee, on an after-tax basis (taking into account such tax)
would receive greater net compensation by not having any or all of such Options
accelerate, then at the discretion of the Committee, the number of Options of
any such grantee which shall become immediately exercisable, realizable or
vested as provided in this Section 13 (or such provision of any other agreement
or instrument governing such Option that provides for such an acceleration in
connection with a Change in Control Event) may be reduced (or delayed), to the
extent necessary to maximize such net compensation. For purposes of determining
"net compensation" under this paragraph, the amount of compensation considered
to be realized by the grantee of any Option as a result of the acceleration of
the vesting of such Option shall be determined in accordance with the principles
set forth in the proposed Treasury Regulations under Section 280G of the Code
(or any final or temporary Treasury Regulations replacing such proposed Treasury
Regulations) for determining the amount of any "parachute payment" resulting
from the acceleration of vesting of restricted stock, a stock option or any
other unvested stock right.

      "Misconduct" shall mean any one or more of the following: (a) the
commission of an act of embezzlement, fraud, dishonesty or deliberate disregard
of the rules or policies of the Company or any Related Corporation which results
in material loss, damage or injury to the Company or any Related Corporation,
whether directly or indirectly; (b) the unauthorized disclosure of any trade
secret or confidential information of the Company or any Related Corporation;
(c) the breach by the optionee of any agreement with the Company or any Related
Corporation, including without limitation any noncompetition agreement between
the optionee and the Company or any Related Corporation; or (d) the willful
failure by the optionee to perform his or her material responsibilities to the
Company or any Related Corporation.

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      "Good Reason" shall mean (i) any material diminution in the optionee's
title, authority, or responsibilities from and after such Acquisition or Change
in Control Event, as the case may be, (ii) any reduction in the annual cash
compensation payable to the optionee from and after such Acquisition or Change
in Control Event, as the case may be or (iii) a change of more than 100 miles in
the optionee's permanent workplace without the optionee's consent.

      (c) Recapitalization or Reorganization. If a recapitalization or
reorganization of the Company (other than a transaction described in
subparagraph (b) above) occurs, pursuant to which securities of the Company or
another entity are issued with respect to the outstanding shares of Common
Stock, an optionee, upon exercising an Option, shall be entitled to receive for
the purchase price paid upon such exercise the securities he or she would have
received if he or she had exercised his or her Option prior to such
recapitalization or reorganization and had been the owner of the Common Stock
receivable upon such exercise at such time.

      (d) Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to the foregoing subparagraphs (a), (b) or (c) with respect to
ISOs shall be made only after the Committee, after consulting with counsel for
the Company, determines whether such adjustments would constitute a
"modification" of such ISOs (as that term is defined in Section 424 of the Code
or any successor thereto) or would cause any adverse tax consequences for the
holders of such ISOs. If the Committee determines that such adjustments made
with respect to ISOs would constitute a modification of such ISOs, it may
refrain from making such adjustments.

      (e) Issuances of Securities and Non-Stock Dividends. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, of the Company shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company (and,
in the case of securities of the Company, such adjustments shall be made
pursuant to the foregoing subparagraph (a)).

      (f) Fractional Shares. No fractional shares shall be issued under this
Plan, and the optionee shall receive from the Company cash in lieu of such
fractional shares.

      (g) Adjustments. Upon the happening of any of the foregoing events
described in subparagraphs (a), (b) or (c) above, the class and aggregate
number of shares set forth in paragraph 4 hereof that are subject to Options
which previously have been or subsequently may be granted under this Plan shall
also be appropriately adjusted to reflect the events described in such
subparagraphs. The Committee or the board of directors of the Surviving Entity
(the "Successor Board"), as applicable, shall determine the specific
adjustments to be made under this paragraph 13 and its determination shall be
conclusive.

      If any person or entity owning Common Stock obtained by exercise of an
Option made hereunder receives shares or securities or cash in connection with a
corporate transaction described in subparagraphs (a), (b) or (c) above as a
result of owning such Common Stock, except as otherwise provided in subparagraph
(b), such shares or securities or cash shall be subject to all of the conditions
and restrictions applicable to the Common Stock with respect to which such
shares or securities or cash were issued, unless otherwise determined by the
Committee or the Successor Board.

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14.   MEANS OF EXERCISING OPTIONS.

An Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal office address. Such notice shall
identify the Option being exercised and specify the number of shares as to which
such Option is being exercised, accompanied by full payment of the purchase
price therefor either (a) in United States dollars in cash or by check, or (b)
at the discretion of the Committee, by delivery of an irrevocable and
unconditional undertaking, satisfactory in form and substance to the Company, by
a creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price, or delivery to the Company of a copy of irrevocable and
unconditional instructions, satisfactory in form and substance to the Company,
to a creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price, or (c) at the discretion of the Committee,
by delivery of the grantee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the applicable Federal rate, as
defined in Section 1274(d) of the Code, or (d) at the discretion of the
Committee, by any combination of (a), (b) and (c) above. The holder of an Option
shall not have the rights of a shareholder with respect to the shares covered by
his or her Option until the date of issuance of a stock certificate to the
optionee for the shares subject to the Option. Except as expressly provided
above in paragraph 13 with respect to changes in capitalization and stock
dividends, no adjustment shall be made for dividends or similar rights for which
the record date is before the date such stock certificate is issued.

15.   TERM AND AMENDMENT OF PLAN.

This Plan was originally adopted by the Board of Directors and approved by the
stockholders of the Company as of November 16, 2004, 2004. This Plan shall
expire on November 16, 2014 (except as to Options outstanding on that date).
Subject to the provisions of paragraph 5 above, Options may be granted under
this Plan prior to the date of stockholder approval of this Plan. The Board may
terminate or amend this Plan in any respect at any time, except that (a) the
provisions of paragraph 3 regarding eligibility for grants of ISOs may not be
modified; (b) the provisions of paragraph 6(b) regarding the exercise price at
which shares may be offered pursuant to ISOs may not be modified (except by
adjustment pursuant to paragraph 13); and (c) the expiration date of this Plan
may not be extended without the approval of the stockholders obtained within 12
months before or after the Board adopts a resolution authorizing any of the
foregoing actions.

16.   SECTION 162(m).

Notwithstanding anything in this Plan to the contrary, no Option shall become
exercisable, vested or realizable if such Option is granted to an employee that
is a "covered employee" as defined in Section 162(m) of the Code and the
Committee has determined that such Option should be structured so that it is not
"applicable employee remuneration" under such Section 162(m) unless and until
the terms of this Plan, including any amendment hereto, have been approved by
the Company's stockholders in the manner and to the extent required under such
Section 162(m).

17.   AMENDMENT OF OPTIONS.

The Board or Committee may amend, modify or terminate any outstanding Options
including, but not limited to, substituting therefor another Option of the same
or a different type,

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changing the date of exercise or realization, and converting an ISO to a
Non-Qualified Option, provided, that, except as otherwise provided in paragraphs
9 or 10, the grantee's consent to such action shall be required unless the Board
or Committee determines that the action, taking into account any related action,
would not materially and adversely affect the grantee.

18.   APPLICATION OF FUNDS.

The proceeds received by the Company from the sale of shares pursuant to Options
issued or granted under this Plan shall be used for general corporate purposes.

19.   GOVERNMENTAL REGULATION.

The Company's obligation to sell and deliver shares of the Common Stock under
this Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.

20.   WITHHOLDING OF ADDITIONAL INCOME TAXES.

Upon the exercise of a Non-Qualified Option or the making of a Disqualifying
Disposition (as defined in paragraph 21), the Company, in accordance with
Section 3402(a) of the Code, may require the optionee or purchaser to pay
additional withholding taxes in respect of the amount that is considered
compensation includible in such person's gross income. The Committee in its
discretion may condition the exercise of an Option on the grantee's payment of
such additional withholding taxes.

21.   NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

Each employee who receives an ISO must agree to notify the Company in writing
immediately after the employee makes a Disqualifying Disposition of any Common
Stock acquired pursuant to the exercise of an ISO. A "Disqualifying Disposition"
is any disposition (including any sale) of such Common Stock before the later of

      (a) two years after the date the employee was granted the ISO, or

      (b) one year after the date the employee acquired Common Stock by
exercising the ISO. If the employee has died before such stock is sold, these
holding period requirements do not apply and no Disqualifying Disposition can
occur thereafter.

22.   GOVERNING LAW; CONSTRUCTION.

The validity and construction of this Plan and the instruments evidencing
Options shall be governed by the laws of the State of Delaware.

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