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                                                                    EXHIBIT 10.3

                            BIOMED REALTY TRUST, INC.
                               BIOMED REALTY, L.P.
                            2004 INCENTIVE AWARD PLAN

                                   ARTICLE 1

                                    PURPOSE

         The purpose of the BioMed Realty Trust, Inc. and BioMed Realty, L.P.
2004 Incentive Award Plan (the "Plan") is to promote the success and enhance the
value of BioMed Realty Trust, Inc., a Maryland corporation (the "Company"), and
BioMed Realty, L.P., a Maryland limited partnership (the "Partnership"), by
linking the personal interests of the members of the Board, Employees, and
Consultants to those of Company stockholders and by providing such individuals
with an incentive for performance to generate returns to Company stockholders.
The Plan is further intended to provide flexibility to the Company and the
Partnership in their ability to motivate, attract, and retain the services of
members of the Board, Employees, and Consultants upon whose judgment, interest,
and special effort the successful conduct of the Company's and the Partnership's
operation is largely dependent.

                                   ARTICLE 2

                          DEFINITIONS AND CONSTRUCTION

         Wherever the following terms are used in the Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.

         2.1      "Administrator" means the Board or a committee of the Board as
described in Article 12.

         2.2      "Award" means an Option, a Restricted Stock award, a Stock
Appreciation Right award, a Dividend Equivalents award, a Stock Payment award, a
Restricted Stock Unit award, an Other Stock-Based Award, a Performance Bonus
Award, or a Performance-Based Award granted to a Participant pursuant to the
Plan.

         2.3      "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.

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

         2.5      "Change in Control" means and includes each of the following:

                  (a)      the acquisition, directly or indirectly, by any
"person" or "group" (as those terms are defined in Sections 3(a)(9), 13(d), and
14(d) of the Exchange Act and the rules thereunder) of "beneficial ownership"
(as determined pursuant to Rule 13d-3 under the Exchange Act) of securities
entitled to vote generally in the election of directors ("voting securities") of
the Company that represent 20% or more of the combined voting power of the
Company's then outstanding voting securities, other than

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                           (i)      an acquisition by a trustee or other
fiduciary holding securities under any employee benefit plan (or related trust)
sponsored or maintained by the Company or any person controlled by the Company
or by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any person controlled by the Company, or

                           (ii)     an acquisition of voting securities by the
Company or a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of the
stock of the Company, or

                           (iii)    an acquisition of voting securities pursuant
to a transaction described in subsection (c) below that would not be a Change in
Control under subsection (c);

         Notwithstanding the foregoing, neither of the following events shall
constitute an "acquisition" by any person or group for purposes of this
subsection (a): (1) a change in the voting power of the Company's voting
securities based on the relative trading values of the Company's then
outstanding securities as determined pursuant to the Company's Articles of
Incorporation, or (2) an acquisition of the Company's securities by the Company
which causes the Company's voting securities beneficially owned by a person or
group to represent 20% or more of the combined voting power of the Company's
then outstanding voting securities;

                  (b)      individuals who, as of the Effective Date, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose appointment, election, or
nomination for election by the Company's stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board;

                  (c)      the consummation by the Company (whether directly
involving the Company or indirectly involving the Company through one or more
intermediaries) of a merger, consolidation, reorganization, or business
combination, a sale or other disposition of all or substantially all of the
Company's assets, or the acquisition of assets or stock of another entity, in
each case, other than a transaction

                           (i)      which results in the Company's voting
securities outstanding immediately before the transaction continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly,
all or substantially all of the Company's assets or otherwise succeeds to the
business of the Company (the Company or such person, the "Successor Entity"))
directly or indirectly, at least 50% of the combined voting power of the
Successor Entity's outstanding voting securities immediately after the
transaction, and

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                           (ii)     after which more than 50% of the members of
the board of directors of the Successor Entity are members of the Incumbent
Board at the time of the Board's approval of the agreement providing for the
transaction or other action of the Board approving the transaction, and

                           (iii)    after which no person or group beneficially
owns voting securities representing 20% or more of the combined voting power of
the Successor Entity; provided, however, that no person or group shall be
treated for purposes of this paragraph (iii) as beneficially owning 20% or more
of combined voting power of the Successor Entity solely as a result of the
voting power held in the Company prior to the consummation of the transaction;
or

                  (d)      the Company's stockholders approve a liquidation or
dissolution of the Company.

         For purposes of subsection (a) above, the calculation of voting power
shall be made as if the date of the acquisition were a record date for a vote of
the Company's stockholders, and for purposes of subsection (c) above, the
calculation of voting power shall be made as if the date of the consummation of
the transaction were a record date for a vote of the Company's stockholders.

         The Administrator shall have full and final authority, which shall be
exercised in its discretion, to determine conclusively whether a Change in
Control of the Company has occurred pursuant to the above definition, and the
date of the occurrence of such Change in Control and any incidental matters
relating thereto.

         2.6      "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         2.7      "Committee" means the committee of the Board described in
Article 12.

         2.8      "Company Consultant" means any consultant or adviser if:

                  (a)      The consultant or adviser renders bona fide services
to the Company or any Company Subsidiary;

                  (b)      The services rendered by the consultant or adviser
are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the Company's securities; and

                  (c)      The consultant or adviser is a natural person who has
contracted directly with the Company or any Company Subsidiary to render such
services.

         2.9      "Company Employee" means any employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any entity which
is then a Company Subsidiary.

         2.10     "Company Subsidiary" means (i) any "subsidiary corporation" of
the Company as defined in Section 424(f) of the Code and any applicable
regulations promulgated thereunder, (ii) any other entity of which a majority of
the outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company, or (iii) any partnership or limited

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liability company of which 50% or more of the capital and profits interest is
owned, directly or indirectly, by the Company or by one or more Company
Subsidiaries or by the Company and one or more Company Subsidiaries; provided,
however, that "Company Subsidiary" shall not include the Partnership or any
Partnership Subsidiary.

         2.11     "Consultant" means any Company Consultant or any Partnership
Consultant.

         2.12     "Covered Employee" means an Employee who is, or is likely to
become, a "covered employee" within the meaning of Section 162(m)(3) of the
Code.

         2.13     "Disability" means a permanent and total disability within the
meaning of Section 22(e)(3) of the Code, as it may be amended from time to time.

         2.14     "Dividend Equivalents" means a right granted to a Participant
pursuant to Article 8 to receive the equivalent value (in cash or Stock) of
dividends paid on Stock.

         2.15     "Effective Date" shall have the meaning set forth in Section
13.1.

         2.16     "Eligible Individual" means any person who is a member of the
Board, a Consultant or an Employee, as determined by the Administrator.

         2.17     "Employee" means any Company Employee or Partnership Employee.

         2.18     "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

         2.19     "Fair Market Value" means, as of any date, the value of Stock
determined as follows:

                  (a)      If the Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the date of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                  (b)      If the Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Stock on the date
prior to the date of determination as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or

                  (c)      In the absence of an established market for the
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

         2.20     "Incentive Stock Option" means an Option that is intended to
be an incentive stock option and meets the requirements of Section 422 of the
Code or any successor provision thereto.

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         2.21     "Independent Director" means a member of the Board who is not
a Company Employee or a Partnership Employee.

         2.22     "Non-Employee Director" means a member of the Board who
qualifies as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the
Exchange Act, or any successor definition adopted by the Board.

         2.23     "Non-Qualified Stock Option" means an Option that is not
intended to be an Incentive Stock Option.

         2.24     "Option" means a right granted to a Participant pursuant to
Article 5 of the Plan to purchase a specified number of shares of Stock at a
specified price during specified time periods. An Option may be either an
Incentive Stock Option or a Non-Qualified Stock Option.

         2.25     "Other Stock-Based Award" means an Award granted or
denominated in Stock or units of Stock pursuant to Section 8.4 of the Plan.

         2.26     "Participant" means any Eligible Individual who, as a member
of the Board, a Consultant or an Employee, has been granted an Award pursuant to
the Plan.

         2.27     "Partnership Agreement" means the Agreement of Limited
Partnership of BioMed Realty, L.P., dated as of April 30, 2004, as the same may
be amended, modified or restated from time to time.

         2.28     "Partnership Consultant" means any consultant or adviser if:

                  (a)      The consultant or adviser renders bona fide services
to the Partnership or any Partnership Subsidiary;

                  (b)      The services rendered by the consultant or adviser
are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the Company's securities; and

                  (c)      The consultant or adviser is a natural person who has
contracted directly with the Partnership or any Partnership Subsidiary to render
such services.

         2.29     "Partnership Employee" means any employee (as defined in
accordance with Section 3401(c) of the Code) of the Partnership or any entity
which is then a Partnership Subsidiary.

         2.30     "Partnership Subsidiary" means (i) any entity of which a
majority of the outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Partnership, or (ii) any partnership or limited
liability company of which 50% or more of the capital and profits interest is
owned, directly or indirectly, by the Partnership or by one or more Partnership
Subsidiaries or by the Partnership and one or more Partnership Subsidiaries.

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         2.31     "Performance-Based Award" means an Award granted to selected
Covered Employees pursuant to Articles 6 and 8, but which is subject to the
terms and conditions set forth in Article 9.

         2.32     "Performance Bonus Award" has the meaning set forth in Section
8.5.

         2.33     "Performance Criteria" means the criteria that the
Administrator selects for purposes of establishing the Performance Goal or
Performance Goals for a Participant for a Performance Period. The Performance
Criteria that will be used to establish Performance Goals are limited to the
following: net earnings (either before or after interest, taxes, depreciation
and amortization), sales or revenue, net income (either before or after taxes),
operating earnings, cash flow (including, but not limited to, operating cash
flow and free cash flow), return on net assets, return on stockholders' equity,
return on sales, gross or net profit margin, working capital, earnings per
share, price per share of Stock, and funds from operations, in each case as
determined according to U.S. generally accepted accounting principles or in
accordance with standards established by the Board of Governors of the National
Association of Real Estate Investment Trusts in its March 1995 White Paper (as
amended in November 1999 and April 2002, and as further amended from time to
time), any of which may be measured either in absolute terms or as compared to
any incremental increase or as compared to results of a peer group. The
Administrator shall, within the time prescribed by Section 162(m) of the Code,
define in an objective fashion the manner of calculating the Performance
Criteria it selects to use for such Performance Period for such Participant.

         2.34     "Performance Goals" means, for a Performance Period, the goals
established in writing by the Administrator for the Performance Period based
upon the Performance Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a Subsidiary,
division or other operational unit. The Administrator, in its discretion, may,
within the time prescribed by Section 162(m) of the Code, adjust or modify the
calculation of Performance Goals for such Performance Period in order to prevent
the dilution or enlargement of the rights of Participants (i) in the event of,
or in anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (ii) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.

         2.35     "Performance Period" means the one or more periods of time,
which may be of varying and overlapping durations, as the Administrator may
select, over which the attainment of one or more Performance Goals will be
measured for the purpose of determining a Participant's right to, and the
payment of, a Performance-Based Award.

         2.36     "Plan" means this BioMed Realty Trust, Inc. and BioMed Realty,
L.P. 2004 Incentive Award Plan, as it may be amended from time to time.

         2.37     "Public Trading Date" means the first date upon which Stock is
listed (or approved for listing) upon notice of issuance on any securities
exchange or designated (or approved for designation) upon notice of issuance as
a national market security on an interdealer quotation system.

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         2.38     "Qualified Performance-Based Compensation" means any
compensation that is intended to qualify as "qualified performance-based
compensation" as described in Section 162(m)(4)(C) of the Code.

         2.39     "REIT" means a real estate investment trust within the meaning
of Sections 856 through 860 of the Code.

         2.40     "Restricted Stock" means Stock awarded to a Participant
pursuant to Article 6 that is subject to certain restrictions and may be subject
to risk of forfeiture or repurchase.

         2.41     "Restricted Stock Unit" means an Award granted pursuant to
Section 8.3.

         2.42     "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.

         2.43     "Stock" means the common stock of the Company, par value $0.01
per share, and such other securities of the Company that may be substituted for
Stock pursuant to Article 11.

         2.44     "Stock Appreciation Right" or "SAR" means a right granted
pursuant to Article 7 to receive a payment equal to the excess of the Fair
Market Value of a specified number of shares of Stock on the date the SAR is
exercised over the Fair Market Value of such number of shares of Stock on the
date the SAR was granted as set forth in the applicable Award Agreement.

         2.45     "Stock Payment" means (a) a payment in the form of shares of
Stock, or (b) an option or other right to purchase shares of Stock, as part of
any bonus, deferred compensation or other arrangement, made in lieu of all or
any portion of the compensation, granted pursuant to Section 8.2.

         2.46     "Subsidiary" means any Company Subsidiary or Partnership
Subsidiary.

                                   ARTICLE 3

                           SHARES SUBJECT TO THE PLAN

         3.1      Number of Shares.

                  (a)      Subject to Article 11 and Section 3.1(b), the
aggregate number of shares of Stock which may be issued or transferred pursuant
to Awards under the Plan shall be 2,500,000 shares.

                  (b)      To the extent that an Award terminates, expires, or
lapses for any reason, any shares of Stock subject to the Award shall again be
available for the grant of an Award pursuant to the Plan. Additionally, any
shares of Stock tendered or withheld to satisfy the grant or exercise price or
tax withholding obligation pursuant to any Award shall again be available for
the grant of an Award pursuant to the Plan. To the extent permitted by
applicable law or any exchange rule, shares of Stock issued in assumption of, or
in substitution for, any outstanding awards of any entity acquired in any form
of combination by the Company, the Partnership or

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any Subsidiary shall not be counted against shares of Stock available for grant
pursuant to this Plan.

         3.2      Stock Distributed. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock or Stock
purchased on the open market.

         3.3      Limitation on Number of Shares Subject to Awards.
Notwithstanding any provision in the Plan to the contrary, and subject to
Article 11, the maximum number of shares of Stock with respect to one or more
Awards that may be granted to any one Participant during a rolling three-year
period (measured retrospectively from the date of any grant) shall be 1,500,000;
provided, however, that the foregoing limitation shall not apply prior to the
Public Trading Date and, following the Public Trading Date, the foregoing
limitation shall not apply until the earliest of: (a) the first material
modification of the Plan (including any increase in the number of shares
reserved for issuance under the Plan in accordance with Section 3.1); (b) the
issuance of all of the shares of Stock reserved for issuance under the Plan; (c)
the expiration of the Plan; (d) the first meeting of stockholders at which
members of the Board are to be elected that occurs after the close of the third
calendar year following the calendar year in which occurred the first
registration of an equity security of the Company under Section 12 of the
Exchange Act; or (e) such other date required by Section 162(m) of the Code and
the rules and regulations promulgated thereunder.

                                   ARTICLE 4

                          ELIGIBILITY AND PARTICIPATION

         4.1      Eligibility. Persons eligible to participate in this Plan
include Employees, Consultants and all members of the Board, as determined by
the Administrator.

         4.2      Participation. Subject to the provisions of the Plan, the
Administrator may, from time to time, select from among all Eligible Individuals
those to whom Awards shall be granted and shall determine the nature and amount
of each Award. No individual shall have any right to be granted an Award
pursuant to this Plan.

                                   ARTICLE 5

                                 STOCK OPTIONS

         5.1      General. The Administrator is authorized to grant Options to
Eligible Individuals on the following terms and conditions:

                  (a)      Exercise Price. The exercise price per share of Stock
subject to an Option shall be determined by the Administrator and set forth in
the Award Agreement; provided that the exercise price for any Option shall not
be less than par value.

                  (b)      Time and Conditions of Exercise. The Administrator
shall determine the time or times at which an Option may be exercised in whole
or in part; provided that the term of any Option granted under the Plan shall
not exceed ten years. The Administrator shall also

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determine the performance or other conditions, if any, that must be satisfied
before all or part of an Option may be exercised.

                  (c)      Payment. The Administrator shall determine the
methods, terms and conditions by which the exercise price of an Option may be
paid, and the form and manner of payment, including, without limitation, payment
in the form of cash, promissory note bearing interest at no less than such rate
as shall then preclude the imputation of interest under the Code, shares of
Stock, or other property acceptable to the Administrator and payment through the
delivery of a notice that the Participant has placed a market sell order with a
broker with respect to shares of Stock then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Company in satisfaction of the Option exercise
price; provided that payment of such proceeds is then made to the Company upon
settlement of such sale), and the methods by which shares of Stock shall be
delivered or deemed to be delivered to Participants. Notwithstanding any other
provision of the Plan to the contrary, (i) no Participant who is a member of the
Board or an "executive officer" of the Company within the meaning of Section
13(k) of the Exchange Act shall be permitted to pay the exercise price of an
Option in any method which would violate Section 13(k) of the Exchange Act, and
(ii) in no event shall the Administrator permit a Participant to pay the
exercise price of an Option with any promissory note that is inconsistent with
the Company's qualification as a REIT.

                  (d)      Evidence of Grant. All Options shall be evidenced by
a written Award Agreement between the Company and the Participant. The Award
Agreement shall include such additional provisions as may be specified by the
Administrator.

         5.2      Incentive Stock Options. Incentive Stock Options may be
granted only to employees (as defined in accordance with Section 3401(c) of the
Code) of the Company or a Company Subsidiary which constitutes a "subsidiary
corporation" of the Company within Section 424(f) of the Code and any applicable
regulations promulgated thereunder, and the terms of any Incentive Stock Options
granted pursuant to the Plan must comply with the following additional
provisions of this Section 5.2:

                  (a)      Exercise Price. Subject to Section 5.2(d) below, the
exercise price per share of Stock subject to an Incentive Stock Option shall be
set by the Administrator; provided that the exercise price per share for any
Incentive Stock Option shall not be less than 100% of the Fair Market Value on
the date of grant.

                  (b)      Expiration of Option. Subject to Section 5.2(d), an
Incentive Stock Option may not be exercised to any extent by anyone after the
first to occur of the following events; provided, however, that the
Administrator may, prior to the expiration of the Incentive Stock Option under
the circumstances described in paragraphs (ii), (iii) or (iv) below, provide in
writing that the Option will expire on a later date, but if the expiration date
of an Incentive Stock Option is so extended, it will automatically become a
Non-Qualified Stock Option:

                           (i)      Ten years from the date it is granted,
unless an earlier time is set in the Award Agreement.

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                           (ii)     Three months after termination of the
Participant's employment for any reason other than the Participant's Disability
or death.

                           (iii)    One year after the termination of the
Participant's employment on account of Disability or death.

                           (iv)     One year after the Participant's death if
the Participant dies while employed or during the three-month period described
in paragraph (ii) or during the one-year period described in paragraph (iii) and
before the Option otherwise expires.

                           Upon the Participant's Disability or death, any
Incentive Stock Options exercisable at the Participant's Disability or death may
be exercised by the Participant's legal representative or representatives, by
the person or persons entitled to do so pursuant to the Participant's last will
and testament, or, if the Participant fails to make testamentary disposition of
such Incentive Stock Option or dies intestate, by the person or persons entitled
to receive the Incentive Stock Option pursuant to the applicable laws of descent
and distribution.

                  (c)      Individual Dollar Limitation. The aggregate Fair
Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000.00 or such other
limitation as imposed by Section 422(d) of the Code, or any successor provision.
To the extent that Incentive Stock Options are first exercisable by a
Participant in excess of such limitation, the excess shall be considered
Non-Qualified Stock Options.

                  (d)      Ten Percent Owners. An Incentive Stock Option shall
be granted to any individual who, at the date of grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of Stock
of the Company or any "subsidiary corporation" of the Company or "parent
corporation" of the Company (each within the meaning of Section 424 of the Code)
only if such Option is granted at an exercise price per share that is not less
than 110% of Fair Market Value on the date of grant and the Option is
exercisable for no more than five years from the date of grant.

                  (e)      Transfer Restriction. An Incentive Stock Option shall
not be transferable by the Participant other than by will or by the laws of
descent or distribution.

                  (f)      Expiration of Incentive Stock Options. No Award of an
Incentive Stock Option may be made pursuant to this Plan after the Expiration
Date.

                  (g)      Right to Exercise. During a Participant's lifetime,
an Incentive Stock Option may be exercised only by the Participant.

         5.3      Substitution of Stock Appreciation Rights. The Administrator
may provide in the Award Agreement evidencing the grant of an Option that the
Administrator, in its sole discretion, shall have to right to substitute a Stock
Appreciation Right for such Option at any time prior to or upon exercise of such
Option, subject to the provisions of Section 7.3 hereof; provided that such
Stock Appreciation Right shall be exercisable for the same number of shares of
Stock for which such substituted Option would have been exercisable.

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         5.4      Paperless Exercise. In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the
exercise of Options, such as a system using an internet website or interactive
voice response, then the paperless exercise of Options by a Participant may be
permitted through the use of such an automated system.

         5.5      Transfer of Shares to a Company Employee, Consultant or
Independent Director. As soon as practicable after receipt by the Company,
pursuant to Section 5.1(c), of payment for the shares with respect to which an
Option (which in the case of a Company Employee, Company Consultant or
Independent Director was issued to and is held by such Participant in such
capacity), or portion thereof, is exercised by a Participant who is a Company
Employee, Independent Director or Company Consultant, then, with respect to each
such exercise, the Company shall transfer to the Participant the number of
shares equal to

                  (a)      The amount of the payment made by the Participant to
the Company pursuant to Section 5.1(c), divided by

                  (b)      The price per share of the shares subject to the
Option as determined pursuant to Section 5.1(a).

         5.6.     Transfer of Shares to a Partnership Employee or Partnership
Consultant. As soon as practicable after receipt by the Company, pursuant to
Section 5.1(c), of payment for the shares with respect to which an Option (which
was issued to and is held by a Partnership Employee or Partnership Consultant in
such capacity), or portion thereof, is exercised by a Participant who is a
Partnership Employee or Partnership Consultant, then, with respect to each such
exercise:

                  (a)      the Company shall transfer to the Participant the
number of shares equal to (i) the amount of the payment made by the Participant
to the Company pursuant to Section 5.1(c) divided by (ii) the Fair Market Value
of a share of Stock at the time of exercise (the "Partnership Holder Purchased
Shares");

                  (b)      the Company shall sell to the Partnership the number
of shares (the "Partnership Purchased Shares") equal to the excess of (i) the
amount obtained by dividing (A) the amount of the payment made by the
Participant to the Company pursuant to Section 5.1(c) by (B) the price per share
of the shares subject to the Option as determined pursuant to Section 5.1(a),
over (ii) the Partnership Holder Purchased Shares. The price to be paid by the
Partnership to the Company for the Partnership Purchased Shares (the
"Partnership Purchase Price") shall be an amount equal to the product of (x) the
number of Partnership Purchased Shares multiplied by (y) the Fair Market Value
of a share of Stock at the time of the exercise; and

                  (c)      as soon as practicable after receipt of the
Partnership Purchased Shares by the Partnership, the Partnership shall transfer
such shares to the Participant at no additional cost, as additional
compensation.

         5.7      Transfer of Payment to the Partnership. As soon as practicable
after receipt by the Company of the amounts described in Sections 5.1(c), 5.5
and 5.6, the Company shall contribute to the Partnership an amount of cash equal
to such payments and the Partnership shall

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issue an additional interest in the Partnership on the terms set forth in the
Partnership Agreement.

                                   ARTICLE 6

                            RESTRICTED STOCK AWARDS

         6.1      Grant of Restricted Stock. The Administrator is authorized to
make Awards of Restricted Stock to any Eligible Individual selected by the
Administrator in such amounts and subject to such terms and conditions as
determined by the Administrator. All Awards of Restricted Stock shall be
evidenced by a written Restricted Stock Award Agreement. Subject to Section 6.6
below, the Administrator shall determine the mechanism for the transfer of the
Restricted Stock and payment therefor in the case of Awards to Partnership
Employees or Partnership Consultants, and any forfeiture or repurchase of such
Restricted Stock pursuant to Section 6.3.

         6.2      Issuance and Restrictions. Restricted Stock shall be subject
to such repurchase restrictions, forfeiture restrictions, restrictions on
transferability and other restrictions as the Administrator may impose
(including, without limitation, limitations on the right to vote Restricted
Stock or the right to receive dividends on the Restricted Stock). These
restrictions may lapse separately or in combination at such times, pursuant to
such circumstances or installments or otherwise as the Administrator determines
at the time of the grant of the Award or thereafter. Alternatively, these
restrictions may lapse pursuant to the satisfaction of one or more Performance
Goals or other specific performance goals as the Administrator determines to be
appropriate at the time of the grant of the Award or thereafter, in each case on
a specified date or dates or over any period or periods determined by the
Administrator.

         6.3      Repurchase or Forfeiture. Except as otherwise determined by
the Administrator at the time of the grant of the Award or thereafter, upon
termination of employment or service during the applicable restriction period,
Restricted Stock that is at that time subject to restrictions shall be forfeited
or subject to repurchase by the Company under such terms as the Administrator
shall determine; provided, however, that the Administrator may (a) provide in
any Restricted Stock Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of
terminations resulting from specified causes, and (b) in other cases waive in
whole or in part restrictions or forfeiture conditions relating to Restricted
Stock.

         6.4      Certificates for Restricted Stock. Restricted Stock granted
pursuant to the Plan may be evidenced in such manner as the Administrator shall
determine. If certificates representing shares of Restricted Stock are
registered in the name of the Participant, certificates must bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, at its discretion, retain physical
possession of the certificate until such time as all applicable restrictions
lapse.

         6.5      Automatic Grants to Independent Directors. During the term of
the Plan, a person who is an Independent Director as of the Public Trading Date
automatically shall be granted (i) 2,000 shares of Restricted Stock (subject to
adjustment as provided in Article 11) on the Public Trading Date and (ii) 2,000
shares of Restricted Stock (subject to adjustment as provided in

                                       12
<PAGE>
 Article 11) on the date of each annual meeting of the Company's stockholders
after the Public Trading Date. During the term of the Plan, a person who is
initially elected to the Board following the Public Trading Date and who is an
Independent Director at the time of such initial election automatically shall be
granted (y) 2,000 shares of Restricted Stock (subject to adjustment as provided
in Article 11) on the date of such initial election and (z) 2,000 shares of
Restricted Stock (subject to adjustment as provided in Article 11) on the date
of each annual meeting of the Company's stockholders after the date of such
election (other than the annual meeting at which the Independent Director
receives an award of Restricted Stock pursuant to clause (y) above). The
purchase price per share of any awards of Restricted Stock pursuant to this
Section 6.5 shall be the par value per share of the Stock. Awards of Restricted
Stock pursuant to this Section 6.5 shall be subject to a repurchase restriction
in favor of the Company in the event of an Independent Director's termination of
service as a Director for any reason. Such repurchase restriction shall lapse on
the first anniversary of the date of issuance of such Restricted Stock, subject
to an Independent Director's continued service as a Director on such date.

         6.6      Restricted Stock Issued to a Partnership Employee or
Partnership Consultant.

                  (a)      In connection with the issuance of shares of
Restricted Stock to any Partnership Employee or Partnership Consultant, the
Partnership Employee or Partnership Consultant shall pay the purchase price for
the shares of Restricted Stock to the Company in exchange for the issuance of
the shares of Restricted Stock.

                  (b)      As soon as practicable after the receipt by the
Company, pursuant to Section 6.6(a), of payment for the shares of Restricted
Stock issued to a Partnership Employee or Partnership Consultant, the Company
shall transfer such purchase price to the Partnership. For tax purposes, such
purchase price shall be treated as paid to the Partnership as the employer of
the Partnership Employee or Partnership Consultant (i.e., not a capital
contribution).

                  (c)      Prior to the time that the Restricted Stock issued to
a Partnership Employee or Partnership Consultant vests, the Company shall make
dividend and other payments to the Partnership Employee or Partnership
Consultant in respect of the Restricted Stock, provided that the Partnership
shall reimburse the Company for such amounts and deduct such amounts as
compensation. In order to effectuate this, in addition to the Partnership's
distributions to the Company with respect to the Partnership units held by the
Company, the Partnership shall make an additional payment to the Company in the
amount of this reimbursement, which shall not be treated as a partnership
distribution. The Company shall not issue a Form 1099 to the Partnership
Employee or Partnership Consultant for these payments.

                  (d)      If and when the Restricted Stock issued to a
Partnership Employee or Partnership Consultant vests, the Partnership shall
issue Partnership units to the Company on the terms set forth in the Partnership
Agreement, and distributions on such units shall be used by the Company to make
future dividend payments on the vested shares of Restricted Stock to the
Partnership Employee or Partnership Consultant.

                  (e)      If the Restricted Stock issued to a Partnership
Employee or Partnership Consultant is forfeited or repurchased pursuant to
Section 6.3, the shares of Restricted Stock shall be returned to the Company
and, if applicable, the Partnership shall return the purchase

                                       13
<PAGE>

price, if any, of the Restricted Stock to the Partnership Employee or
Partnership Consultant.

                                   ARTICLE 7

                            STOCK APPRECIATION RIGHTS

         7.1      Grant of Stock Appreciation Rights. A Stock Appreciation Right
may be granted to any Eligible Individual selected by the Administrator. A Stock
Appreciation Right may be granted (a) in connection and simultaneously with the
grant of an Option, (b) with respect to a previously granted Option, or (c)
independent of an Option. A Stock Appreciation Right shall be subject to such
terms and conditions not inconsistent with the Plan as the Administrator shall
impose and shall be evidenced by an Award Agreement (including, without
limitation, in the case of Awards to Partnership Employees or Partnership
Consultants, the mechanism for the transfer of rights under such Awards).

         7.2      Coupled Stock Appreciation Rights.

                  (a)      A Coupled Stock Appreciation Right ("CSAR") shall be
related to a particular Option and shall be exercisable only when and to the
extent the related Option is exercisable.

                  (b)      A CSAR may be granted to an Eligible Individual for
no more than the number of shares subject to the simultaneously or previously
granted Option to which it is coupled.

                  (c)      A CSAR shall entitle the Participant (or other person
entitled to exercise the Option pursuant to the Plan) to surrender to the
Company the unexercised portion of the Option to which the CSAR relates (to the
extent then exercisable pursuant to its terms) and to receive from the Company
in exchange therefor an amount determined by multiplying (i) the amount (if any)
by which the Fair Market Value of a share of Stock on the date of exercise of
the CSAR exceeds the per share exercise price of the Option to which the CSAR
relates, by (ii) the number of shares of Stock with respect to which the CSAR
shall have been exercised, subject to any limitations the Administrator may
impose.

         7.3      Independent Stock Appreciation Rights.

                  (a)      An Independent Stock Appreciation Right ("ISAR")
shall be unrelated to any Option and shall have a term set by the Administrator.
An ISAR shall be exercisable in such installments as the Administrator may
determine. An ISAR shall cover such number of shares of Stock as the
Administrator may determine. The exercise price per share of Stock subject to
each ISAR shall be set by the Administrator.

                  (b)      An ISAR shall entitle the Participant (or other
person entitled to exercise the ISAR pursuant to the Plan) to exercise all or a
specified portion of the ISAR (to the extent then exercisable pursuant to its
terms) and to receive from the Company an amount determined by multiplying (i)
the amount (if any) by which the Fair Market Value of a share of Stock on the
date of exercise of the ISAR exceeds the exercise price per share of the ISAR,
by (ii) the number of shares of Stock with respect to which the ISAR shall have
been exercised, subject to any

                                       14
<PAGE>

limitations the Administrator may impose.

         7.4      Payment and Limitations on Exercise. Payment of the amounts
determined under Sections 7.2(c) and 7.3(b) above shall be in cash, in Stock
(based on its Fair Market Value as of the date the Stock Appreciation Right is
exercised) or a combination of both, as determined by the Administrator.

                                   ARTICLE 8

                              OTHER TYPES OF AWARDS

         8.1      Dividend Equivalents.

                  (a)      Any Eligible Individual selected by the Administrator
may be granted Dividend Equivalents based on the dividends declared on the
shares of Stock that are subject to any Award, to be credited as of dividend
payment dates, during the period between the date the Award is granted and the
date the Award is exercised, vests or expires, as determined by the
Administrator. Such Dividend Equivalents shall be converted to cash or
additional shares of Stock by such formula and at such time and subject to such
limitations as may be determined by the Administrator. The Administrator shall
specify the mechanism for the transfer of the Stock pursuant to a Dividend
Equivalent Award in the case of Awards to Partnership Employees or Partnership
Consultants.

                  (b)      Dividend Equivalents granted with respect to Options
or SARs that are intended to be Qualified Performance-Based Compensation shall
be payable, with respect to pre-exercise periods, regardless of whether such
Option or SAR is subsequently exercised.

         8.2      Stock Payments. Any Eligible Individual selected by the
Administrator may receive Stock Payments in the manner determined from time to
time by the Administrator; provided, that unless otherwise determined by the
Administrator such Stock Payments shall be made in lieu of base salary, bonus,
or other cash compensation otherwise payable to such Participant. The number of
shares shall be determined by the Administrator and may be based upon the
Performance Goals or other specific performance goals determined appropriate by
the Administrator, determined on the date such Stock Payment is made or on any
date thereafter, in each case on a specified date or dates or over any period or
periods determined by the Administrator. The Administrator shall specify the
mechanism for the transfer of the Stock pursuant to a Stock Payment Award and
payment therefor, if applicable, in the case of Awards to Partnership Employees
or Partnership Consultants.

         8.3      Restricted Stock Units. The Administrator is authorized to
make Awards of Restricted Stock Units to any Eligible Individual selected by the
Administrator in such amounts and subject to such terms and conditions as
determined by the Administrator. At the time of grant, the Administrator shall
specify the date or dates on which the Restricted Stock Units shall become fully
vested and nonforfeitable, and may specify such conditions to vesting as it
deems appropriate. Alternatively, Restricted Stock Units may become fully vested
and nonforfeitable pursuant to the satisfaction of one or more Performance Goals
or other specific performance goals as the Administrator determines to be
appropriate at the time of the grant of the Restricted

                                       15
<PAGE>

Stock Units or thereafter, in each case on a specified date or dates or over any
period or periods determined by the Administrator. At the time of grant, the
Administrator shall specify the maturity date applicable to each grant of
Restricted Stock Units which shall be no earlier than the vesting date or dates
of the Award and may be determined at the election of the grantee. On the
maturity date, the Company shall transfer to the Participant one unrestricted,
fully transferable share of Stock for each Restricted Stock Unit scheduled to be
paid out on such date and not previously forfeited. The Administrator shall
specify the purchase price, if any, to be paid by the Participant to the Company
for such shares of Stock pursuant to Restricted Stock Unit Awards and the
mechanism for the transfer of the Stock and payment therefor in the case of
Awards to Partnership Employees or Partnership Consultants.

         8.4      Other Stock-Based Awards. Any Eligible Individual selected by
the Administrator may be granted one or more Awards that provide such Eligible
Individual with shares of Stock or the right to purchase shares of Stock or that
have a value derived from the value of, or an exercise or conversion privilege
at a price related to, or that are otherwise payable in shares of Stock and
which may be linked to any one or more of the Performance Goals or other
specific performance goals determined appropriate by the Administrator, in each
case on a specified date or dates or over any period or periods determined by
the Administrator. The Administrator shall specify the mechanism for the
transfer of the Stock pursuant to Other Stock-Based Awards and payment therefor
in the case of Awards to Partnership Employees or Partnership Consultants.

         8.5      Performance Bonus Awards. Any Eligible Individual selected by
the Administrator may be granted one or more Performance-Based Awards in the
form of a cash bonus (a "Performance Bonus Award") payable upon the attainment
of Performance Goals that are established by the Administrator and relate to one
or more of the Performance Criteria, in each case on a specified date or dates
or over any period or periods determined by the Administrator. Any such
Performance Bonus Award paid to a Covered Employee shall be based upon
objectively determinable bonus formulas established in accordance with Article
9. The maximum amount of any Performance Bonus Award payable to a Covered
Employee with respect to any fiscal year of the Company shall not exceed
$1,500,000.

         8.6      Term. Except as otherwise provided herein, the term of any
Award of Dividend Equivalents, Stock Payments, Restricted Stock Units, Other
Stock-Based Awards or Performance Bonus Awards shall be set by the Administrator
in its discretion.

         8.7      Exercise or Purchase Price. The Administrator may establish
the exercise or purchase price, if any, of any Award of Stock Payments,
Restricted Stock Units or Other Stock-Based Award; provided, however, that such
price shall not be less than the par value of a share of Stock on the date of
grant, unless otherwise permitted by applicable state law.

         8.8      Form of Payment. Payments with respect to any Awards granted
under Sections 8.1, 8.2, 8.3 or 8.4 shall be made in cash, in Stock or a
combination of both, as determined by the Administrator.

                                       16
<PAGE>

         8.9      Award Agreement. All Awards under this Article 8 shall be
subject to such additional terms and conditions as determined by the
Administrator and shall be evidenced by a written Award Agreement.

                                   ARTICLE 9

                            PERFORMANCE-BASED AWARDS

         9.1      Purpose. The purpose of this Article 9 is to provide the
Administrator the ability to qualify Awards other than Options and SARs and that
are granted pursuant to Articles 6 and 8 as Qualified Performance-Based
Compensation. If the Administrator, in its discretion, decides to grant a
Performance-Based Award to a Covered Employee, the provisions of this Article 9
shall control over any contrary provision contained in Articles 6 or 8;
provided, however, that the Administrator may in its discretion grant Awards to
Covered Employees that are based on Performance Criteria or Performance Goals
but that do not satisfy the requirements of this Article 9.

         9.2      Applicability. This Article 9 shall apply only to those
Covered Employees selected by the Administrator to receive Performance-Based
Awards. The designation of a Covered Employee as a Participant for a Performance
Period shall not in any manner entitle the Participant to receive an Award for
the period. Moreover, designation of a Covered Employee as a Participant for a
particular Performance Period shall not require designation of such Covered
Employee as a Participant in any subsequent Performance Period and designation
of one Covered Employee as a Participant shall not require designation of any
other Covered Employees as a Participant in such period or in any other period.

         9.3      Procedures with Respect to Performance-Based Awards. To the
extent necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award
granted under Articles 6 and 8 which may be granted to one or more Covered
Employees, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Administrator shall, in writing, (a) designate one or more
Covered Employees, (b) select the Performance Criteria applicable to the
Performance Period, (c) establish the Performance Goals, and amounts of such
Awards, as applicable, which may be earned for such Performance Period, and (d)
specify the relationship between Performance Criteria and the Performance Goals
and the amounts of such Awards, as applicable, to be earned by each Covered
Employee for such Performance Period. Following the completion of each
Performance Period, the Administrator shall certify in writing whether the
applicable Performance Goals have been achieved for such Performance Period. In
determining the amount earned by a Covered Employee, the Administrator shall
have the right to reduce or eliminate (but not to increase) the amount payable
at a given level of performance to take into account additional factors that the
Administrator may deem relevant to the assessment of individual or corporate
performance for the Performance Period.

         9.4      Payment of Performance-Based Awards. Unless otherwise provided
in the applicable Award Agreement, a Participant must be employed by the
Company, the Partnership

                                       17
<PAGE>

or a Subsidiary on the day a Performance-Based Award for such Performance Period
is paid to the Participant. Furthermore, a Participant shall be eligible to
receive payment pursuant to a Performance-Based Award for a Performance Period
only if the Performance Goals for such period are achieved.

         9.5      Additional Limitations. Notwithstanding any other provision of
the Plan, any Award which is granted to a Covered Employee and is intended to
constitute Qualified Performance-Based Compensation shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.

                                   ARTICLE 10

                         PROVISIONS APPLICABLE TO AWARDS

         10.1     Stand-Alone and Tandem Awards. Awards granted pursuant to the
Plan may, in the discretion of the Administrator, be granted either alone, in
addition to, or in tandem with, any other Award granted pursuant to the Plan.
Awards granted in addition to or in tandem with other Awards may be granted
either at the same time as or at a different time from the grant of such other
Awards.

         10.2     Award Agreement. Awards under the Plan shall be evidenced by
Award Agreements that set forth the terms, conditions and limitations for each
Award which may include the term of an Award, the provisions applicable in the
event the Participant's employment or service terminates, and the Company's
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.

         10.3     Limits on Transfer. No right or interest of a Participant in
any Award may be pledged, encumbered, or hypothecated to or in favor of any
party other than the Company, the Partnership or a Subsidiary, or shall be
subject to any lien, obligation, or liability of such Participant to any other
party other than the Company, the Partnership or a Subsidiary. Except as
otherwise provided by the Administrator, no Award shall be assigned,
transferred, or otherwise disposed of by a Participant other than by will or the
laws of descent and distribution. The Administrator by express provision in the
Award or an amendment thereto may permit an Award (other than an Incentive Stock
Option) to be transferred to, exercised by and paid to certain persons or
entities related to the Participant, including but not limited to members of the
Participant's family, charitable institutions, or trusts or other entities whose
beneficiaries or beneficial owners are members of the Participant's family
and/or charitable institutions, or to such other persons or entities as may be
expressly approved by the Administrator, pursuant to such conditions and
procedures as the Administrator may establish. Any permitted transfer shall be
subject to the condition that the Administrator receive evidence satisfactory to
it that the transfer is being made for estate and/or tax planning purposes (or
to a "blind trust" in connection with the Participant's termination of
employment or service with the Company, the Partnership or a Subsidiary to
assume a position with a governmental, charitable, educational or similar
non-

                                       18
<PAGE>

profit institution) and on a basis consistent with the Company's lawful
issue of securities.

         10.4     Beneficiaries. Notwithstanding Section 10.3, a Participant
may, in the manner determined by the Administrator, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights pursuant to
the Plan is subject to all terms and conditions of the Plan and any Award
Agreement applicable to the Participant, except to the extent the Plan and Award
Agreement otherwise provide, and to any additional restrictions deemed necessary
or appropriate by the Administrator. If the Participant is married and resides
in a community property state, a designation of a person other than the
Participant's spouse as his or her beneficiary with respect to more than 50% of
the Participant's interest in the Award shall not be effective without the prior
written consent of the Participant's spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto pursuant to the Participant's will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Administrator.

         10.5     Stock Certificates. Notwithstanding anything herein to the
contrary, the Company shall not be required to issue or deliver any certificates
evidencing shares of Stock pursuant to the exercise of any Award, unless and
until the Board has determined, with advice of counsel, that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of
any exchange on which the shares of Stock are listed or traded. All Stock
certificates delivered pursuant to the Plan are subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable
to comply with federal, state, or foreign jurisdiction, securities or other
laws, rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Administrator may place legends on any Stock certificate to reference
restrictions applicable to the Stock. In addition to the terms and conditions
provided herein, the Administrator may require that a Participant make such
reasonable covenants, agreements, and representations as the Administrator, in
its discretion, deems advisable in order to comply with any such laws,
regulations, or requirements. The Administrator shall have the right to require
any Participant to comply with any timing or other restrictions with respect to
the settlement or exercise of any Award, including a window-period limitation,
as may be imposed in the discretion of the Administrator.

                                   ARTICLE 11

                          CHANGES IN CAPITAL STRUCTURE

         11.1     Adjustments.

                  (a)      In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off,
recapitalization, distribution of Company assets to stockholders (other than
normal cash dividends), or any other corporate event affecting the Stock or the
share price of the Stock, the Administrator may make such proportionate
adjustments, if any, as the Administrator in its discretion may deem appropriate
to reflect such change with

                                       19
<PAGE>

respect to (i) the aggregate number and type of shares that may be issued under
the Plan (including, but not limited to, adjustments of the limitations in
Sections 3.1, 3.3 and 6.5); (ii) the terms and conditions of any outstanding
Awards (including, without limitation, any applicable performance targets or
criteria with respect thereto); and (iii) the grant or exercise price per share
for any outstanding Awards under the Plan. Any adjustment affecting an Award
intended as Qualified Performance-Based Compensation shall be made consistent
with the requirements of Section 162(m) of the Code.

                  (b)      In the event of any transaction or event described in
Section 11.1(a) or any unusual or nonrecurring transactions or events affecting
the Company, any affiliate of the Company, or the financial statements of the
Company or any affiliate (including without limitation any Change in Control),
or of changes in applicable laws, regulations or accounting principles, and
whenever the Administrator determines that such action is appropriate in order
to prevent the dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan or with respect to any Award under
the Plan, to facilitate such transactions or events or to give effect to such
changes in laws, regulations or principles, the Administrator, in its sole
discretion and on such terms and conditions as it deems appropriate, either by
the terms of the Award or by action taken prior to the occurrence of such
transaction or event and either automatically or upon the Participant's request,
is hereby authorized to take any one or more of the following actions:

                           (i)      To provide for either (A) termination of any
such Award in exchange for an amount of cash, if any, equal to the amount that
would have been attained upon the exercise of such Award or realization of the
Participant's rights (and, for the avoidance of doubt, if as of the date of the
occurrence of the transaction or event described in this Section 11.1(b) the
Administrator determines in good faith that no amount would have been attained
upon the exercise of such Award or realization of the Participant's rights, then
such Award may be terminated by the Company without payment) or (B) the
replacement of such Award with other rights or property selected by the
Administrator in its sole discretion;

                           (ii)     To provide that such Award be assumed by the
successor or survivor corporation, or a parent or subsidiary thereof, or shall
be substituted for by similar options, rights or awards covering the stock of
the successor or survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices; and

                           (iii)    To make adjustments in the number and type
of shares of Stock (or other securities or property) subject to outstanding
Awards, and in the number and kind of outstanding Restricted Stock and/or in the
terms and conditions of (including the grant or exercise price), and the
criteria included in, outstanding options, rights and awards and options, rights
and awards which may be granted in the future;

                           (iv)     To provide that such Award shall be
exercisable or payable or fully vested with respect to all shares covered
thereby, notwithstanding anything to the contrary in the Plan or the applicable
Award Agreement; and

                                       20
<PAGE>

                           (v)      To provide that the Award cannot vest, be
exercised or become payable after such event.

         11.2     Acceleration Upon a Change in Control. Notwithstanding Section
11.1, and except as may otherwise be provided in any applicable Award Agreement,
if a Change in Control occurs and a Participant's Awards are not continued,
converted, assumed, or replaced by (a) the Company or a parent or Subsidiary of
the Company, or (b) a successor or a parent or subsidiary of such successor,
such Awards shall become fully exercisable and all forfeiture restrictions on
such Awards shall lapse. Upon, or in anticipation of, a Change in Control, the
Administrator may cause any and all Awards outstanding hereunder to terminate at
a specific time in the future, including but not limited to the date of such
Change in Control, and shall give each Participant the right to exercise such
Awards during a period of time as the Administrator, in its sole and absolute
discretion, shall determine.

         11.3     No Other Rights. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the
Administrator under the Plan, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to an Award or the grant or exercise price of
any Award.

                                   ARTICLE 12

                                 ADMINISTRATION

         12.1     Administrator. Unless and until the Board delegates
administration of the Plan to a Committee as set forth below, the Plan shall be
administered by the full Board, and for such purposes the term "Administrator"
as used in this Plan shall be deemed to refer to the Board. From and after the
Public Trading Date, the "Administrator" of the Plan shall be the Compensation
Committee of the Board (or another committee or a subcommittee of the Board to
which the Board delegates administration of the Plan (such committee, the
"Committee"), which Committee shall consist solely of two or more members of the
Board each of whom is both an "outside director," within the meaning of Section
162(m) of the Code, and a Non-Employee Director. Notwithstanding the foregoing:
(a) the full Board, acting by a majority of its members in office, shall conduct
the general administration of the Plan with respect to all Awards granted to
Independent Directors and for purposes of such Awards the term "Administrator"
as used in this Plan shall be deemed to refer to the Board and (b) the Committee
may delegate its authority hereunder to the extent permitted by Section 12.5.
Appointment of Committee members shall be effective upon acceptance of
appointment. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan. Committee members may resign at any time
by delivering written notice to the Board. Vacancies in the Committee may only
be filled by the Board.

                                       21
<PAGE>
         12.2     Action by the Administrator. A majority of the Administrator
shall constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present, and, subject to applicable law, acts
approved in writing by a majority of the Administrator in lieu of a meeting,
shall be deemed the acts of the Administrator. Each member of the Administrator
is entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Subsidiary, the Company's independent certified public accountants, or any
executive compensation consultant or other professional retained by the Company
to assist in the administration of the Plan.

         12.3     Authority of Administrator. Subject to any specific
designation in the Plan, the Administrator has the exclusive power, authority
and discretion to:

                  (a)      Designate Participants to receive Awards;

                  (b)      Determine the type or types of Awards to be granted
to each Participant;

                  (c)      Determine the number of Awards to be granted and the
number of shares of Stock to which an Award will relate;

                  (d)      Determine the terms and conditions of any Award
granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, or purchase price, any reload provision, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an Award, and accelerations or waivers
thereof, any provisions related to non-competition and recapture of gain on an
Award, based in each case on such considerations as the Administrator in its
sole discretion determines; provided, however, that the Administrator shall not
have the authority to accelerate the vesting or waive the forfeiture of any
Performance-Based Awards;

                  (e)      Determine whether, to what extent, and pursuant to
what circumstances an Award may be settled in, or the exercise price of an Award
may be paid in, cash, Stock, other Awards, or other property, or an Award may be
canceled, forfeited, or surrendered;

                  (f)      Prescribe the form of each Award Agreement, which
need not be identical for each Participant;

                  (g)      Decide all other matters that must be determined in
connection with an Award;

                  (h)      Establish, adopt, or revise any rules and regulations
as it may deem necessary or advisable to administer the Plan;

                  (i)      Interpret the terms of, and any matter arising
pursuant to, the Plan or any Award Agreement; and

                  (j)      Make all other decisions and determinations that may
be required pursuant to the Plan or as the Administrator deems necessary or
advisable to administer the Plan.

                                       22
<PAGE>

         12.4     Decisions Binding. The Administrator's interpretation of the
Plan, any Awards granted pursuant to the Plan, any Award Agreement and all
decisions and determinations by the Administrator with respect to the Plan are
final, binding, and conclusive on all parties.

         12.5     Delegation of Authority. To the extent permitted by applicable
law, the Committee may from time to time delegate to a committee of one or more
members of the Board or one or more officers of the Company the authority to
grant or amend Awards to Participants other than (a) senior executives of the
Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to whom
authority to grant or amend Awards has been delegated hereunder. Any delegation
hereunder shall be subject to the restrictions and limits that the Committee
specifies at the time of such delegation, and the Committee may at any time
rescind the authority so delegated or appoint a new delegatee. At all times, the
delegatee appointed under this Section 12.5 shall serve in such capacity at the
pleasure of the Committee.

                                   ARTICLE 13

                          EFFECTIVE AND EXPIRATION DATE

         13.1     Effective Date. The Plan is effective as of August 3, 2004
(the "Effective Date").

         13.2     Expiration Date. The Plan will expire on, and no Award may be
granted pursuant to the Plan on or after, August 2, 2014 (the "Expiration
Date"). Any Awards that are outstanding on the Expiration Date shall remain in
force according to the terms of the Plan and the applicable Award Agreement.
Each Award Agreement shall provide that it will expire on the tenth anniversary
of the date of grant of the Award to which it relates.

                                   ARTICLE 14

                    AMENDMENT, MODIFICATION, AND TERMINATION

         14.1     Amendment, Modification, And Termination. The Board or the
Committee may terminate, amend or modify the Plan; provided, however, that (a)
to the extent necessary to comply with any applicable law, regulation, or stock
exchange rule, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) stockholder
approval is required for any amendment to the Plan that increases the number of
shares available under the Plan (other than any adjustment as provided by
Article 11). Notwithstanding any provision in this Plan to the contrary, absent
approval of the stockholders of the Company, no Option may be amended to reduce
the per share exercise price of the shares subject to such Option below the per
share exercise price as of the date the Option is granted and, except as
permitted by Article 11, no Option may be granted in exchange for, or in
connection with, the cancellation or surrender of an Option having a higher per
share exercise price.

         14.2     Awards Previously Granted. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted pursuant to the Plan without the prior written consent of the
Participant.

                                   ARTICLE 15

                                       23
<PAGE>

                               GENERAL PROVISIONS

         15.1     No Rights to Awards. No Participant, employee, or other person
shall have any claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Administrator is obligated to treat Participants, employees,
and other persons uniformly.

         15.2     No Stockholders Rights. No Award gives the Participant any of
the rights of a stockholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         15.3     Withholding. The Company, the Partnership or any Subsidiary
shall have the authority and the right to deduct or withhold, or require a
Participant to pay an amount sufficient to satisfy federal, state, local and
foreign taxes (including the Participant's FICA obligation) required by law to
be withheld with respect to any taxable event concerning a Participant arising
as a result of this Plan. The Administrator may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have
the Company, the Partnership or a Subsidiary, as applicable, withhold shares of
Stock otherwise issuable under an Award (or allow the return of shares of Stock)
having a Fair Market Value equal to the sums required to be withheld.
Notwithstanding any other provision of the Plan, the number of shares of Stock
which may be withheld with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased from the Participant of such Award
within six months after such shares of Stock were acquired by the Participant
from the Company) in order to satisfy the Participant's federal, state, local
and foreign income and payroll tax liabilities with respect to the issuance,
vesting, exercise or payment of the Award shall be limited to the number of
shares which have a Fair Market Value on the date of withholding or repurchase
equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state, local and foreign income tax and payroll
tax purposes that are applicable to such supplemental taxable income.

         15.4     No Right to Employment or Services. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company, the Partnership or any Subsidiary to terminate any Participant's
employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of the Company, the Partnership or any
Subsidiary.

         15.5     Unfunded Status of Awards. The Plan is intended to be an
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary.

         15.6     Indemnification. To the extent allowable pursuant to
applicable law, the Administrator (and each member thereof) shall be indemnified
and held harmless by the Company from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by him
or her in satisfaction of judgment in such action, suit, or proceeding against
him or her;

                                       24
<PAGE>

provided he or she gives the Company an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle and defend it
on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled pursuant to the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

         15.7     Relationship to other Benefits. No payment pursuant to the
Plan shall be taken into account in determining any benefits pursuant to any
pension, retirement, savings, profit sharing, group insurance, welfare or other
benefit plan of the Company, the Partnership or any Subsidiary except to the
extent otherwise expressly provided in writing in such other plan or an
agreement thereunder.

         15.8     Expenses. The expenses of administering the Plan shall be
borne by the Company, the Partnership and their Subsidiaries.

         15.9     Titles and Headings. The titles and headings of the Sections
in the Plan are for convenience of reference only and, in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         15.10    Fractional Shares. No fractional shares of Stock shall be
issued and the Administrator shall determine, in its discretion, whether cash
shall be given in lieu of fractional shares or whether such fractional shares
shall be eliminated by rounding up or down as appropriate.

         15.11    Limitations Applicable to Section 16 Persons. Notwithstanding
any other provision of the Plan, the Plan, and any Award granted or awarded to
any Participant who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.

         15.12    Government and Other Regulations. The obligation of the
Company to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register pursuant to the Securities Act of 1933, as amended, any of the shares
of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may
in certain circumstances be exempt from registration pursuant to the Securities
Act of 1933, as amended, the Company may restrict the transfer of such shares in
such manner as it deems advisable to ensure the availability of any such
exemption.

         15.13    Section 83(b) Election Prohibited. No Participant may make an
election under Section 83(b) of the Code with respect to any Award under the
Plan without the consent of the Administrator, which the Administrator may grant
or withhold in its sole discretion.

                                       25
<PAGE>

         15.14    Restrictions on Awards. This Plan shall be interpreted and
construed in a manner consistent with the Company's status as a REIT. No Award
shall be granted or awarded, and with respect to an Award already granted under
the Plan, such Award shall not be exercisable:

                  (a)      to the extent such Award or exercise could cause the
Participant to be in violation of the Ownership Limit (as defined in the
Company's Articles of Incorporation, as amended from time to time); or

                  (b)      if, in the discretion of the Administrator, such
Award or exercise could impair the Company's status as a REIT.

         15.15    Governing Law. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of
California, without regard to the conflicts of law principles thereof.

         15.16    Conflicts with Company's Articles of Incorporation.
Notwithstanding any other provision of the Plan, no Participant shall acquire or
have any right to acquire any Stock, and shall not have any other rights under
the Plan, which are prohibited under the Company's Articles of Incorporation, as
amended from time to time.

         15.17    Grant of Awards to Certain Employees or Consultants. The
Company and the Partnership or any Subsidiary may provide through the
establishment of a formal written policy or otherwise for the method by which
shares of Stock and/or payment therefore may be exchanged or contributed between
the Company and such other party, or may be returned to the Company upon any
forfeiture or repurchase of Stock by the Participant, for the purpose of
ensuring that the relationship between the Company and the Partnership or such
Subsidiary remains at arm's length.

                                    * * * * *

         I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of BioMed Realty Trust, Inc. on August 3, 2004.

                                    * * * * *

         I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of BioMed Realty Trust, Inc., the General Partner of BioMed Realty,
L.P., on August 3, 2004.

                                   * * * * *

         I hereby certify that the foregoing Plan was duly adopted by the
stockholders of BioMed Realty Trust, Inc. on August 4, 2004.

         Executed on this 4th day of August, 2004.

                                           /s/ Gary A. Kreitzer
                                           -------------------------------------
                                           Secretary, BioMed Realty Trust, Inc.

                                       26